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Long Term Incentive Award Agreement
Long Term Incentive Award Agreement (26K)
Doc #3275902: Click preview link for longer preview.
LONG TERM INCENTIVE AWARD AGREEMENT
This Agreement is entered into as of February __, 2008, between Northwest Natural Gas Company, an Oregon corporation (the �Company�), and (�Recipient�).
On February __, 2008, the Organization and Executive Compensation Committee (the �Committee�) of the Company�s Board of Directors (the �Board�) authorized an objectively-determinable performance-based award (the �TSR Award�) to Recipient pursuant to Section 8 of the Company�s Long . . .
3275902
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 | 2007 |
Long Term Incentive Award Agreement
Long Term Incentive Award Agreement (4K)
Doc #2686843: Click preview link for longer preview.
SOUTHERN UNION COMPANY SECOND AMENDED AND RESTATED
2003 STOCK AND INCENTIVE PLAN
LONG TERM INCENTIVE AWARD AGREEMENT
This Long Term Incentive Award Agreement (this �Agreement�) is made as of December 28, 2006 between Southern Union Company (the �Corporation�) and the undersigned (the �Holder�). The Compensation Committee of the Board of Directors of the Corporation has authorized the following award of Other Equity-Based Rights and Non-Linked Stock Appreciation Rights to the Holder under and as defined in the Corporation�s Second Amended and Restated 2003 . . .
2686843
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 | 2007 |
Long Term Incentive Award Agreement
Long Term Incentive Award Agreement (4K)
Doc #2695384: Click preview link for longer preview.
SOUTHERN UNION COMPANY SECOND AMENDED AND RESTATED
2003 STOCK AND INCENTIVE PLAN
LONG TERM INCENTIVE AWARD AGREEMENT
This Long Term Incentive Award Agreement (this �Agreement�) is made as of December 28, 2006 between Southern Union Company (the �Corporation�) and the undersigned (the �Holder�). The Compensation Committee of the Board of Directors of the Corporation has authorized the following award of Other Equity-Based Rights and Non-Linked Stock Appreciation Rights to the Holder under and as defined in the Corporation�s Second Amended and Restated 2003 Stock and Incentive Plan ( . . .
2695384
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 | 2007 |
Long-Term Incentive Award Agreement
Long-Term Incentive Award Agreement (15K)
Doc #2871075: Click preview link for longer preview.
PERRIGO COMPANY
LONG-TERM INCENTIVE AWARD AGREEMENT
(Under the Perrigo Company 2003 Long-Term Incentive Plan)
TO: Board Member's Name
RE: Notice of Long-Term Incentive Award
Dear First Name:
This is to notify you that Perrigo Company (the "Company") has granted you
an Award under the Perrigo Company 2003 Long-Term Incentive Plan (the "Plan"),
effective as of Date, 2007 (the "Grant Date"). This Award consists of two
different types of incentives: a . . .
2871075
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 | 2007 |
Long-Term Incentive Award Agreement
Long-Term Incentive Award Agreement (17K)
Doc #2879762: Click preview link for longer preview.
STANCORP FINANCIAL GROUP, INC.
LONG-TERM INCENTIVE AWARD AGREEMENT
(20__ Performance Period)
This Long-Term Incentive Award Agreement (this �Agreement�) is made effective as of ____________, 20__ between StanCorp Financial Group, Inc., an Oregon corporation (the �Company�) and __________________ (the �Employee�).
The Organization and Compensation Committee (the �Committee�) of the Company�s Board of Directors (the �Board�) authorized a performance-based award to the Employee pursuant to Section 8 of the Company�s 2002 Stock Incentive Plan (the �Plan�). Compensation paid pursuant to the . . .
2879762
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StanCorp
As referenced in this Long-Term Incentive Award Agreement:
STANCORP FINANCIAL GROUP, INC – Form of Long-Term Incentive Award Agreement (20__ Performance Period)
EX-10.1 2 dex101.htm FORM OF LONG-TERM INCENTIVE AWARD AGREEMENT (20__ PERFORMANCE PERIOD)
Exhibit 10.1
STANCORP FINANCIAL GROUP, INC .
LONG-TERM INCENTIVE AWARD AGREEMENT
(20__ Performance Period)
This Long-Term Incentive Award Agreement (this ?Agreement?) is made effective as of ____________, 20__ between StanCorp Financial Group, Inc., an _____________
StanCorp Financial Group, Inc – 10.1
STANCORP FINANCIAL GROUP, INC.
LONG-TERM INCENTIVE AWARD AGREEMENT
(20__ Performance Period)
This Long-Term Incentive Award Agreement (this ?Agreement?) is made effective as of ____________, 20__ between StanCorp Financial Group, Inc ., an Oregon corporation (the ?Company?) and __________________ (the ?Employee?).
The Organization and Compensation Committee (the ?Committee?) of the Company?s Board of Directors (the ?Board?) authorized a performance-based _____________
STANCORP FINANCIAL GROUP, INC – the benefit of and be binding upon the Company and its successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
STANCORP FINANCIAL GROUP, INC .
By:
EMPLOYEE
6 _____________
dt 1796765
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 | 2007 |
Long-Term Incentive Award Agreement
Long-Term Incentive Award Agreement (20K)
Doc #3179606: Click preview link for longer preview.
SCHNITZER STEEL INDUSTRIES, INC. LONG-TERM INCENTIVE AWARD AGREEMENT (FY 20___-20___Performance Period)
On ___, 20 , the Compensation Committee (the �Committee�) of the Company�s Board of Directors (the �Board�) authorized and granted a performance-based award to (�Recipient�) pursuant to . . .
3179606
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 | 2006 |
Long Term Incentive Award Agreement
Long Term Incentive Award Agreement (21K)
Doc #910010: Click preview link for longer preview.
Exhibit
10.1
LONG TERM
INCENTIVE AWARD AGREEMENT
This Agreement is entered into as of January 11, 2006, between
Cascade Natural Gas Corporation, a Washington corporation (the Company), and
David W. Stevens (Recipient).
On December 20, 2005, the Governance, Nominating and Compensation
Committee (the Committee) of the Companys Board of Directors (the Board)
authorized an objectively-determinable performance-based award (the Award) to
Recipient pursuant to Section 6 of the . . .
910010
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Laclede Group
As referenced in this Long Term Incentive Award Agreement:
Laclede Group, Inc. – 2
85
%
1
100
%
2.3 The Peer Group
Companies are Avista Corporation (AVA), Chesapeake Utilities (CPK), The
Laclede Group, Inc. (LG), New Jersey Resources Corporation, Northwest
Natural Gas Company (NWN), South Jersey Industries (SJI), Southwest Gas
Corporation (SWX), and WGL Holdings, Inc. (WGL). If prior to the end _____________
dt 1336667
;
|
WGL Holdings
As referenced in this Long Term Incentive Award Agreement:
WGL Holdings, Inc. – are Avista Corporation (AVA), Chesapeake Utilities (CPK), The
Laclede Group, Inc. (LG), New Jersey Resources Corporation, Northwest
Natural Gas Company (NWN), South Jersey Industries (SJI), Southwest Gas
Corporation (SWX), and WGL Holdings, Inc. (WGL). If prior to the end of the Award Period, the
common stock of any Peer Group Company ceases to be publicly traded for any
reason, then such _____________
dt 1475494
|
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 | 2006 |
Long Term Incentive Award Agreement
Long Term Incentive Award Agreement (21K)
Doc #910017: Click preview link for longer preview.
Exhibit
10.3
LONG TERM
INCENTIVE AWARD AGREEMENT
This Agreement is entered into as of January 11, 2006, between
Cascade Natural Gas Corporation, a Washington corporation (the Company), and
Rick Davis (Recipient).
On December 20, 2005, the Governance, Nominating and Compensation
Committee (the Committee) of the Companys Board of Directors (the Board)
authorized an objectively-determinable performance-based award (the Award) to
Recipient pursuant to Section 6 of the . . .
910017
|
Laclede Group
As referenced in this Long Term Incentive Award Agreement:
Laclede Group, Inc. – 2
85
%
1
100
%
2.3 The Peer Group
Companies are Avista Corporation (AVA), Chesapeake Utilities (CPK), The
Laclede Group, Inc. (LG), New Jersey Resources Corporation, Northwest
Natural Gas Company (NWN), South Jersey Industries (SJI), Southwest Gas
Corporation (SWX), and WGL Holdings, Inc. (WGL). If prior to the end _____________
dt 1336668
;
|
WGL Holdings
As referenced in this Long Term Incentive Award Agreement:
WGL Holdings, Inc. – are Avista Corporation (AVA), Chesapeake Utilities (CPK), The
Laclede Group, Inc. (LG), New Jersey Resources Corporation, Northwest
Natural Gas Company (NWN), South Jersey Industries (SJI), Southwest Gas
Corporation (SWX), and WGL Holdings, Inc. (WGL). If prior to the end of the Award Period, the
common stock of any Peer Group Company ceases to be publicly traded for any
reason, then such _____________
dt 1475495
|
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 | 2006 |
Long-Term Incentive Award Agreement
Long-Term Incentive Award Agreement (30K)
Doc #1056897: Click preview link for longer preview.
SCHNITZER STEEL INDUSTRIES, INC. Exhibit 10.2 to Form 8-K www.EXFILE.com (888)775-4789
EXHIBIT
10.2
NOTE:
The following form of Long-Term Incentive Award Agreement is the form used
for
awards to corporate-level employees. In the Long-Term Incentive Award Agreements
for employees who work exclusively for one of the Company’s three business
segments, (a) the Payout Factor in Section 2.1 is based 50% on the rTSR Payout
Factor and 50% on the payout factor for the business segment they work in,
. . .
1056897
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Schnitzer Steel
As referenced in this Long-Term Incentive Award Agreement:
SCHNITZER STEEL INDUSTRIES, INC – Schnitzer Steel Industries Inc
EX-10.2
3
ex10-2_14123.htm
LONG-TERM INCENTIVE AWARD AGREEMENT
SCHNITZER STEEL INDUSTRIES, INC . Exhibit 10.2 to Form 8-K www.EXFILE.com (888)775-4789
EXHIBIT
10.2
NOTE:
The following form of Long-Term Incentive Award Agreement is _____________
SCHNITZER
STEEL INDUSTRIES, INC – a new Section 3.4 is
added in the form set forth in bold and brackets following Section 3.3 below,
and (e) various other conforming language changes are made.
SCHNITZER
STEEL INDUSTRIES, INC .
LONG-TERM
INCENTIVE AWARD AGREEMENT
(FY
20__-20__ Performance Period -
___________)
This
Agreement is entered into as of __________ __, 20__, between Schnitzer Steel
Industries, Inc., an Oregon _____________
Schnitzer Steel
Industries, Inc – changes are made.
SCHNITZER
STEEL INDUSTRIES, INC.
LONG-TERM
INCENTIVE AWARD AGREEMENT
(FY
20__-20__ Performance Period -
___________)
This
Agreement is entered into as of __________ __, 20__, between Schnitzer Steel
Industries, Inc ., an Oregon corporation (the “Company”), and _____________
(“Recipient”).
On
__________ __, 20__,
the
Compensation Committee (the “Committee”) of the Company’s _____________
SCHNITZER
STEEL INDUSTRIES, INC – parties hereto have executed this Agreement as of the
day
and year first above written.
SCHNITZER
STEEL INDUSTRIES, INC .
By:
Title:
RECIPIENT
_____________
dt 1412324
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 | 2006 |
Long-Term Incentive Award Agreement
Long-Term Incentive Award Agreement (22K)
Doc #1738569: Click preview link for longer preview.
STANCORP FINANCIAL GROUP, INC.
LONG-TERM INCENTIVE AWARD AGREEMENT
(20 Performance Period)
This Long-Term Incentive Award Agreement (this �Agreement�) is made effective as of between StanCorp Financial Group, Inc., an Oregon corporation (the �Company�) and . . .
1738569
|
StanCorp
As referenced in this Long-Term Incentive Award Agreement:
StanCorp Financial Group, Inc – Form of StanCorp Financial Group, Inc . Long-Term Incentive Award Agreement
EX-10.1 2 dex101.htm FORM OF STANCORP FINANCIAL GROUP, INC. LONG-TERM INCENTIVE AWARD AGREEMENT
Exhibit 10.1
STANCORP FINANCIAL GROUP, INC.
_____________
STANCORP FINANCIAL GROUP, INC – Form of StanCorp Financial Group, Inc. Long-Term Incentive Award Agreement
EX-10.1 2 dex101.htm FORM OF STANCORP FINANCIAL GROUP, INC . LONG-TERM INCENTIVE AWARD AGREEMENT
Exhibit 10.1
STANCORP FINANCIAL GROUP, INC.
LONG-TERM INCENTIVE AWARD AGREEMENT
(20 Performance Period)
This Long-Term Incentive Award Agreement (this Agreement) is _____________
STANCORP FINANCIAL GROUP, INC – of StanCorp Financial Group, Inc. Long-Term Incentive Award Agreement
EX-10.1 2 dex101.htm FORM OF STANCORP FINANCIAL GROUP, INC. LONG-TERM INCENTIVE AWARD AGREEMENT
Exhibit 10.1
STANCORP FINANCIAL GROUP, INC .
LONG-TERM INCENTIVE AWARD AGREEMENT
(20 Performance Period)
This Long-Term Incentive Award Agreement (this Agreement) is made effective as of between StanCorp Financial Group, Inc., an Oregon corporation ( _____________
StanCorp Financial Group, Inc – AGREEMENT
Exhibit 10.1
STANCORP FINANCIAL GROUP, INC.
LONG-TERM INCENTIVE AWARD AGREEMENT
(20 Performance Period)
This Long-Term Incentive Award Agreement (this Agreement) is made effective as of between StanCorp Financial Group, Inc ., an Oregon corporation (the Company) and (the Employee).
On , 20 , the Organization and Compensation Committee (the Committee) of the Companys Board of Directors (the Board) authorized a performance-based _____________
STANCORP FINANCIAL GROUP, INC – the benefit of and be binding upon the Company and its successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
STANCORP FINANCIAL GROUP, INC .
By:
EMPLOYEE
_____________
dt 1559615
| |
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 | 2006 |
Long-Term Incentive Award Agreement
Long-Term Incentive Award Agreement (20K)
Doc #2652353: Click preview link for longer preview.
SCHNITZER STEEL INDUSTRIES, INC.
LONG-TERM INCENTIVE AWARD AGREEMENT
(FY 20__-20__ Performance Period)
This Agreement is entered into as of _________ __, 20__, between Schnitzer Steel Industries, Inc., an Oregon corporation (the �Company�), and _____________ (�Recipient�).
On _________ __, 20__, the Compensation Committee (the �Committee�) of the Company�s Board of Directors (the �Board�) authorized a performance-based award to the Recipient pursuant to Section 11 of the Company�s 1993 Stock Incentive Plan (the �Plan�). Compensation paid pursuant to the award is intended to qualify as performance-based compensation . . .
2652353
|
Schnitzer Steel
As referenced in this Long-Term Incentive Award Agreement:
SCHNITZER STEEL INDUSTRIES, INC – Unassociated Document
EX-10.1 2 exh10-1_14762.htm FORM OF LONG TERM INCENTIVE AWARD AGREEMENT
EXHIBIT 10.1
SCHNITZER STEEL INDUSTRIES, INC .
LONG-TERM INCENTIVE AWARD AGREEMENT
(FY 20__-20__ Performance Period)
This Agreement is entered into as of _________ __, 20__, between Schnitzer Steel Industries, Inc., an Oregon corporation (the _____________
Schnitzer Steel Industries, Inc – AWARD AGREEMENT
EXHIBIT 10.1
SCHNITZER STEEL INDUSTRIES, INC.
LONG-TERM INCENTIVE AWARD AGREEMENT
(FY 20__-20__ Performance Period)
This Agreement is entered into as of _________ __, 20__, between Schnitzer Steel Industries, Inc ., an Oregon corporation (the Company), and _____________ (Recipient).
On _________ __, 20__, the Compensation Committee (the Committee) of the Companys Board of Directors (the Board) authorized a performance-based _____________
SCHNITZER STEEL INDUSTRIES, INC – or more counterparts, each of which shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
SCHNITZER STEEL INDUSTRIES, INC .
By_______________________________________________
Title______________________________________________
RECIPIENT
___________________________________________
7
_____________
dt 1662868
| |
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 | 2006 |
Long-Term Incentive Award Agreement
Long-Term Incentive Award Agreement (17K)
Doc #2673248: Click preview link for longer preview.
STANCORP FINANCIAL GROUP, INC.
LONG-TERM INCENTIVE AWARD AGREEMENT
(20 Performance Period)
This Long-Term Incentive Award Agreement (this �Agreement�) is made effective as of , 20 between StanCorp Financial Group, Inc., an Oregon corporation (the �Company�) and (the �Employee�).
On . . .
2673248
|
StanCorp
As referenced in this Long-Term Incentive Award Agreement:
StanCorp Financial Group, Inc – Form of StanCorp Financial Group, Inc . Long-Term Incentive Award Agreement
EX-10.2 3 dex102.htm FORM OF STANCORP FINANCIAL GROUP, INC. LONG-TERM INCENTIVE AWARD AGREEMENT
Exhibit 10.2
STANCORP FINANCIAL GROUP, INC.
_____________
STANCORP FINANCIAL GROUP, INC – Form of StanCorp Financial Group, Inc. Long-Term Incentive Award Agreement
EX-10.2 3 dex102.htm FORM OF STANCORP FINANCIAL GROUP, INC . LONG-TERM INCENTIVE AWARD AGREEMENT
Exhibit 10.2
STANCORP FINANCIAL GROUP, INC.
LONG-TERM INCENTIVE AWARD AGREEMENT
(20 Performance Period)
This Long-Term Incentive Award Agreement (this Agreement) is _____________
STANCORP FINANCIAL GROUP, INC – of StanCorp Financial Group, Inc. Long-Term Incentive Award Agreement
EX-10.2 3 dex102.htm FORM OF STANCORP FINANCIAL GROUP, INC. LONG-TERM INCENTIVE AWARD AGREEMENT
Exhibit 10.2
STANCORP FINANCIAL GROUP, INC .
LONG-TERM INCENTIVE AWARD AGREEMENT
(20 Performance Period)
This Long-Term Incentive Award Agreement (this Agreement) is made effective as of , 20 between StanCorp Financial Group, Inc., an Oregon _____________
StanCorp Financial Group, Inc – Exhibit 10.2
STANCORP FINANCIAL GROUP, INC.
LONG-TERM INCENTIVE AWARD AGREEMENT
(20 Performance Period)
This Long-Term Incentive Award Agreement (this Agreement) is made effective as of , 20 between StanCorp Financial Group, Inc ., an Oregon corporation (the Company) and (the Employee).
On , 20 , the Organization and Compensation Committee (the Committee) of the Companys Board of Directors (the Board) authorized a performance-based _____________
STANCORP FINANCIAL GROUP, INC – the benefit of and be binding upon the Company and its successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
STANCORP FINANCIAL GROUP, INC .
By:
EMPLOYEE
6 _____________
dt 1684459
| |
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 | 2005 |
Long-Term Incentive Award Agreement
Long-Term Incentive Award Agreement (22K)
Doc #1051162: Click preview link for longer preview.
STANCORP FINANCIAL GROUP, INC.
LONG-TERM INCENTIVE AWARD AGREEMENT
(20 Performance Period)
This Long-Term Incentive Award Agreement (this �Agreement�) is made effective as of , 20 between StanCorp Financial Group, Inc., an Oregon corporation (the �Company�) and (the �Employee�).
. . .
1051162
|
StanCorp
As referenced in this Long-Term Incentive Award Agreement:
StanCorp Financial Group, Inc – Form of StanCorp Financial Group, Inc . Long-Term Incentive Award Agreement
EX-10.10 5 dex1010.htm FORM OF STANCORP FINANCIAL GROUP, INC. LONG-TERM INCENTIVE AWARD AGREEMENT
EXHIBIT 10.10
STANCORP FINANCIAL GROUP, INC.
_____________
STANCORP FINANCIAL GROUP, INC – Form of StanCorp Financial Group, Inc. Long-Term Incentive Award Agreement
EX-10.10 5 dex1010.htm FORM OF STANCORP FINANCIAL GROUP, INC . LONG-TERM INCENTIVE AWARD AGREEMENT
EXHIBIT 10.10
STANCORP FINANCIAL GROUP, INC.
LONG-TERM INCENTIVE AWARD AGREEMENT
(20 Performance Period)
This Long-Term Incentive Award Agreement (this Agreement) is _____________
STANCORP FINANCIAL GROUP, INC – of StanCorp Financial Group, Inc. Long-Term Incentive Award Agreement
EX-10.10 5 dex1010.htm FORM OF STANCORP FINANCIAL GROUP, INC. LONG-TERM INCENTIVE AWARD AGREEMENT
EXHIBIT 10.10
STANCORP FINANCIAL GROUP, INC .
LONG-TERM INCENTIVE AWARD AGREEMENT
(20 Performance Period)
This Long-Term Incentive Award Agreement (this Agreement) is made effective as of , 20 between StanCorp Financial Group, Inc., an Oregon _____________
StanCorp Financial Group, Inc – EXHIBIT 10.10
STANCORP FINANCIAL GROUP, INC.
LONG-TERM INCENTIVE AWARD AGREEMENT
(20 Performance Period)
This Long-Term Incentive Award Agreement (this Agreement) is made effective as of , 20 between StanCorp Financial Group, Inc ., an Oregon corporation (the Company) and (the Employee).
On , , the Organization and Compensation Committee (the Committee) of the Companys Board of Directors (the Board) authorized a performance-based award _____________
STANCORP FINANCIAL GROUP, INC – the benefit of and be binding upon the Company and its successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
STANCORP FINANCIAL GROUP, INC .
By
Title
EMPLOYEE
8 _____________
dt 1559612
| |
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 | 2005 |
Long-Term Incentive Award Agreement
Long-Term Incentive Award Agreement (22K)
Doc #1051203: Click preview link for longer preview.
[FORM OF]
STANCORP FINANCIAL GROUP, INC.
LONG-TERM INCENTIVE AWARD AGREEMENT
(20 Performance Period)
This Long-Term Incentive Award Agreement (this �Agreement�) is made effective as of , 20 between StanCorp Financial Group, Inc., an Oregon corporation (the �Company�) and . . .
1051203
|
StanCorp
As referenced in this Long-Term Incentive Award Agreement:
STANCORP FINANCIAL GROUP, INC – Form of Long-Term Incentive Award Agreement
EX-10.4 5 dex104.htm FORM OF LONG-TERM INCENTIVE AWARD AGREEMENT
EXHIBIT 10.4
[FORM OF]
STANCORP FINANCIAL GROUP, INC .
LONG-TERM INCENTIVE AWARD AGREEMENT
(20 Performance Period)
This Long-Term Incentive Award Agreement (this Agreement) is made effective as of , 20 between StanCorp Financial Group, Inc., an Oregon _____________
StanCorp Financial Group, Inc – 4
[FORM OF]
STANCORP FINANCIAL GROUP, INC.
LONG-TERM INCENTIVE AWARD AGREEMENT
(20 Performance Period)
This Long-Term Incentive Award Agreement (this Agreement) is made effective as of , 20 between StanCorp Financial Group, Inc ., an Oregon corporation (the Company) and (the Employee).
On , 20 , the Organization and Compensation Committee (the Committee) of the Companys Board of Directors (the Board) authorized a performance-based _____________
STANCORP FINANCIAL GROUP, INC – benefit of and be binding upon the Company and its successors and assigns.
7
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
STANCORP FINANCIAL GROUP, INC .
By
Title
EMPLOYEE
8 _____________
dt 1559614
| |
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 | 2003 |
Long Term Incentive Award Agreement
Long Term Incentive Award Agreement (8K)
Doc #177120: Click preview link for longer preview.
LONG TERM INCENTIVE AWARD AGREEMENT
Dated: _________________, 2003
To: [Name of Participant]
Pursuant to the KMART Long Term Incentive Plan (the "Plan"), KMART Holding Corporation (the "Corporation") hereby grants you the right to receive long term incentive compensation (your "Award") upon the terms and conditions set forth in this Agreement and in the Plan, a copy of which is attached hereto. In the event of any inconsistency between this Agreement or any other document or communication to you on the one hand, and the Plan on the other hand, the latter shall supersede and control.
1. The amount of your Award shall equal the average annual salary and target bonuses paid to you during the three-year plan period (annualized for 2003).
2. Your entitlement to your Award is conditioned upon the Corporation and its Subsidiaries (as defined in Paragraph 1(f) of the Plan) having cumulative "EBITDA" of at least $1,508 million for the period from August 1, 2003 to the end of the 2005 fiscal year of the Corporation (the "Performance Goal"). For this purpose, "EBITDA" shall mean earnings before interest, taxes, depreciation and amortization, exclusive of extraordinary, unusual or non-recurring items, based on the audited consolidated financial statements of the Corporation prepared in accordance with generally accepted accounting principles consistently applied.
3. Subject to the provisions of this Paragraph 3, if the Performance Goal is attained, you may elect, subject to the terms of the Plan, to receive your Award in cash, in common stock of the Corporation, or in any combination thereof. If you elect to receive stock, you shall be entitled to receive that number of shares of stock having a value on the date of payment of your Award equal to the amount of your Award that you elect to receive in stock. The stock utilized to pay your Award in stock will be purchased by the Corporation in the open market, and the Corporation reserves the right to decline to honor an election by you to receive your Award in stock under circumstances where it would be unlawful for the Corporation to purchase its own stock to honor your election to receive your Award in stock.
177120
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