Exhibit 10.21
2017 OMNIBUS INCENTIVE PLAN OF DRIL-QUIP, INC.
2020 PERFORMANCE UNIT AWARD AGREEMENT
To: ________________________
You have been selected as a recipient of performance units (“Performance Units”) under the 2017 Omnibus Incentive Plan of Dril-Quip, Inc. (the “Plan”). This Award Agreement (“Agreement”) and the Plan together govern your rights and set forth all of the conditions and limitations affecting such rights. Terms used in this Agreement that are defined in the Plan will have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms will supersede and replace the conflicting terms of this Agreement.
Grant Date: October 28, 2020
Performance Period: October 1, 2020 through September 30, 2023
Vesting Date: October 28, 2023
Performance Units At Target: [●]
Performance Goal: Schedule I to this Agreement describes the manner in which the total number of Performance Units that vest hereunder will be calculated, with the total number of vested Performance Units based on the total shareholder return of the Company’s Common Stock as compared to the total shareholder return of the component companies on the OSX Index and the S&P 500 Index, as described in more detail on Schedule I (the “Performance Goal”).
Notwithstanding any provision in this Agreement to the contrary, if you terminate your employment due to Retirement (as defined below), then, except as provided in the paragraph below, you will not forfeit your Performance Units as a result of your Retirement, and on the Vesting Date you will vest in the number of Performance Units determined by multiplying (i) the number of Performance Units that would have vested as determined in accordance with the paragraph immediately above had your employment not terminated and (ii) a fraction, the numerator of which is the number of days that elapsed between the Grant Date and the date of your termination of employment due to Retirement and the denominator of which is 1095.
For purposes of this Agreement, “Retirement” means your voluntary termination of employment on or after the date when you are at least 55 years old and have at least five years of service (based on your employment with the Company and its Subsidiaries or predecessor companies); provided, however, that if the Committee determines, in its sole discretion, at any time prior to the Vesting Date that you have taken any action or actions that are detrimental or injurious to the Company or any of its Subsidiaries, then your termination of employment shall be treated as a voluntary termination and not Retirement and as a result your Performance Units shall be forfeited as of such determination date.
Notwithstanding any provision in this Agreement to the contrary, if your employment terminates due to death, then on the date of your death you will vest in the number of Performance Units determined by multiplying (i) the number of Performance Units at Target and (ii) a fraction, the numerator of which is the number of days that elapsed between the Grant Date and the date of your termination of employment due to death and the denominator of which is 1095.
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[Signature Page Follows]
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| DRIL-QUIP, INC. |
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| By:
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| President and Chief Executive Officer |
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| The undersigned grantee acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all of the terms and provisions hereof and thereof. |
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| GRANTEE |
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| [NAME] |
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SCHEDULE I
2017 OMNIBUS INCENTIVE PLAN OF DRIL-QUIP, INC.
2020 PERFORMANCE UNIT AWARD AGREEMENT
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Performance Ranking | Adjustment Factor | Negative TSR Adjustment Factor |
90th percentile or above | 200% | 150% |
70th percentile | 150% | 125% |
50th percentile (“Target”) | 100% | 100% |
30th percentile | 50% | 50% |
Below 30th percentile | 0% | 0% |
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