Exhibit 10.1
Performance-Based Restricted Stock Unit Grant Award Agreement
Under the Innospec Inc. 2018 Omnibus Long-Term Incentive Plan
THIS AGREEMENT is effective as of the Grant Date (as defined in Section 1), and is by and between the Participant and Innospec Inc. (the "Company").
WHEREAS, the Company maintains the Innospec Inc. 2018 Omnibus Long-Term Incentive Plan (the "Plan"), and the Participant has been selected by the committee administering the Plan (the "Committee") to receive a Performance-Based Restricted Stock Unit Award under the Plan; and
NOW, THEREFORE, IT IS AGREED, by and between the Company and the Participant, as provided as follows in this Performance-Based Restricted Stock Unit Award Agreement (the “Agreement”). The Performance-Based Restricted Stock Unit Award is in all respects subject to the terms, definitions and provisions of the Plan and the Agreement. Unless the context clearly provides otherwise, the capitalized terms herein shall have the meaning ascribed to such terms under the Plan.
IN WITNESS WHEREOF, the Participant has executed the Agreement, and the Company has caused this Agreement to be executed in its name and on its behalf, all as of the Grant Date.
_________________________
Innospec Inc.
I hereby agree to all the terms, restrictions and conditions set forth in the Agreement:
_________________________
MERGEFIELD Name «Name»
Participant
Exhibit A
CALCULATION OF PERFORMANCE PERCENTAGE
The “Performance Percentage” for the Performance Period shall be determined as the sum of the (Relative TSR Percentage * .3) + (Growth in Revenue Percentage * .3) + (Growth in EPS Percentage * .4), with each such percentage determined by the Committee in its sole discretion consistent with the definitions and tables below.
1. Relative TSR Percentage: The Relative TSR Percentage shall be determined as provided in the table below based on comparison of the Company’s TSR to the TSR of the Peer Companies (as defined below).
Relative Total Shareholder Return | Relative TSR Percentage |
75th Percentile or higher | 200% |
50th Percentile | 100% |
25th Percentile | 50% |
Less than 25th Percentile | 0% |
The following definitions apply for the calculation of the Relative TSR Percentage.
AdvanSix Inc., Avient Corporation, American Vanguard Corporation, Ashland Inc., Balchem Corporation, Cabot Corporation, H.B. Fuller Company, Ingevity Corporation, Koppers Holdings Inc., Minerals Technologies Inc., NewMarket Corporation, Orion S.A., Quaker Chemical Corporation, Rayonier Advanced Materials Inc., Sensient Technologies Corporation, Stepan Company, Tredegar Corporation.
The Peer Companies may be changed as follows:
Each Peer Company’s “common stock” shall mean that series of common stock that is publicly traded on a registered U.S. exchange or, in the case of a non-U.S. company, an equivalent non-U.S. exchange. For purposes of calculating TSR, the value on any given trading day of any Peer Company shares traded on a foreign exchange will be converted to U.S. dollars.
2. Growth in Revenue Percentage: The determination of Growth in Revenue of the Company for purposes of the Growth in Revenue Percentage shall be determined by taking the Revenue for 2026 and subtracting the budgeted Revenue for 2024 from such amount and then dividing such difference by the budgeted Revenue for 2024 (using the amounts for Revenue for 2026 that the Company disclosed as part of its annual Form 10-K for year 2026).
Growth in Revenue of Actual Revenue 2026 vs. | Growth in Revenue Percentage |
5% or greater Growth in Revenue | 100% |
Greater than or equal to 3% Growth in Revenue but less than 5% | 65% |
Greater than or equal to 2% Growth in Revenue but less than 3% | 30% |
Less than 2% Growth in Revenue | 0%(nil) |
3. Growth in EPS Percentage: The determination of Growth in EPS of the Company for purposes of the Growth in EPS Percentage shall be determined by taking the earnings per share for 2026 and subtracting the budgeted earnings per share for 2024 from such amount and then dividing such difference by the budgeted earnings for 2024 (using the amounts for earnings per share for 2026 that the Company disclosed as part of its annual Form 10-K for year 2026).
Growth in Earnings per Share (EPS) | Growth in EPS Percentage |
5% or greater Growth in EPS | 100% |
Greater than or equal to 3% Growth in EPS but less than 5% | 65% |
Greater than or equal to 2% Growth in EPS but less than 3% | 30% |
Less than 2% Growth in EPS | 0%(nil) |
The applicable percentage for the Relative TSR Percentage, the Growth in Revenue Percentage and the Growth in EPS Percentage shall be determined on a straight-line basis between each threshold listed in the tables above up to the maximum percentage listed in each table. For
example, Growth in EPS equal to 4% would result in a Growth in EPS Percentage equal to 82.5%.
APPENDIX
Additional TERMS AND CONDITIONS FOR RESTRICTED STOCK UNITS
UNDER the 2018 OMNIBUS LONG-TERM INCENTIVE PLAN
Capitalized terms used but not defined in this Appendix shall have the same meanings assigned to them in the Plan and the Agreement.
General
This Appendix includes additional terms and conditions that govern the Units if the Participant works and/or resides in one of the countries listed below. If the Participant is a citizen or resident of a country other than the one in which the Participant is currently working and/or residing in (or are considered as such for local law purposes), or the Participant transfers employment and/or residency to a different country after the Units are granted, the Company will, in its discretion, determine to what extent the terms and conditions contained herein apply to the Participant (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer).
Notifications
This Appendix also includes information regarding certain other issues of which the Participant should be aware with respect to the Participant's participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of December 2020. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information noted herein as the only source of information relating to the consequences of participation in the Plan because the information may be out-of-date at the time the Participant vests in the Units or sell any shares of Stock acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Participant's particular situation. As a result, the Company is not in a position to assure the Participant of any particular result. Accordingly, the Participant is strongly advised to seek appropriate professional advice as to how the relevant laws in the Participant's country may apply to the Participant's individual situation.
If the Participant is a citizen or resident of a country other than the one in which the Participant is currently working and/or residing in (or is considered as such for local law purposes), or if the Participant transfers employment and/or residency to a different country after the Units are granted, the notifications contained in this Appendix may not be applicable to the Participant in the same manner.
UNITED KINGDOM
Terms and Conditions
Responsibility for Taxes and Withholding. This provision amends Section 8 of the Agreement:
Without limitation to Section 8, the Participant agrees that the Participant is liable for all tax obligations and hereby covenants to pay all such tax obligations as and when requested by the Company or the Employer or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any taxes that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Participant's behalf.
Notwithstanding the foregoing, if the Participant is an executive officer or director (as within the meaning of Section 13(k) of the Exchange Act), the Participant understands that the Participant may not be able to indemnify the Company or the Employer for the amount of income tax not collected from or paid by the Participant, as it may be considered a loan. In the event that the Participant is an executive officer or director and income tax is not collected from the Participant within ninety (90) days after the end of the tax year in which the taxable event occurs, the amount of any uncollected income tax may constitute an additional benefit to the Participant on which additional income tax and national insurance contributions (“NICs”) may be payable. The Participant acknowledges that the Participant is responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying the Employer for the value of any NICs due on this additional benefit, which the Company or the Employer may obtain from the Participant pursuant to Section 10 of the Agreement.