Exhibit 10.8
SITIO ROYALTIES CORP.
Long Term Incentive Plan
PERFORMANCE STOCK UNIT GRANT NOTICE
Pursuant to the terms and conditions of the Sitio Royalties Corp. Long Term Incentive Plan, as amended from time to time (the “Plan”), Sitio Royalties Corp. (the “Company”) hereby grants to the individual listed below (“you” or the “Participant”) the number of restricted stock units subject to performance-based vesting (the “PSUs”) set forth below. This award of PSUs (this “Award”) is subject to the terms and conditions set forth herein and in the Performance Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.
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Participant: |
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Date of Grant: |
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Award Type and Description: | Award of Restricted Stock Units subject to performance-based vesting that is granted pursuant to Section 6(e) of the Plan. This Award represents the right to receive shares of Stock in an amount up to ____% of the Target PSUs (defined below), subject to the terms and conditions set forth herein and in the Agreement. Following the Committee’s certification of the level of achievement with respect to the Performance Goals (defined below), a portion of the Target PSUs ranging from ___% to ___% of the Target PSUs shall be deemed “Earned PSUs.” Thereafter, your right to receive settlement of the Earned PSUs shall vest and become nonforfeitable upon your satisfaction of the continued employment or service requirements described below under “Service Requirement.” |
Target Number of PSUs: | ______ (the “Target PSUs”). |
Performance Period: | ________________ (the “Performance Period Commencement Date”) through the earlier to occur of (i) ______________, or (ii) the consummation of a Change in Control (as applicable, the “Performance Period End Date”). |
Performance Goals: | The “Performance Goals” are based on the Company’s achievement with respect to the performance goal(s) described in Exhibit B attached hereto. |
Service Requirement:
| Except as expressly provided in Section 3 of the Agreement, you must remain continuously employed by, or continuously provide services to, the Company or an Affiliate, as applicable, from the Date of Grant through the Performance Period End Date to be eligible to receive settlement of any Earned PSUs. |
Settlement: | Settlement of any Earned PSUs shall be made solely in shares of Stock, which shall be delivered to you in accordance with Section 4 of the Agreement. |
By your signature below, you agree to be bound by the terms and conditions of the Plan, the Agreement and this Performance Stock Unit Grant Notice (this “Grant Notice”). You acknowledge that you have reviewed the Agreement, the Plan and this Grant Notice in their entirety and fully understand all provisions of the Agreement, the Plan and this Grant Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the
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Committee regarding any questions or determinations that arise under the Agreement, the Plan or this Grant Notice. This Grant Notice may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Company has caused this Grant Notice to be executed by an officer thereunto duly authorized, and the Participant has executed this Grant Notice, effective for all purposes as provided above.
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| COMPANY
Sitio Royalties Corp.
By: Name: Its: |
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| PARTICIPANT
Name:
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Signature Page to
Performance Stock Unit Grant Notice
EXHIBIT A
PERFORMANCE STOCK UNIT AGREEMENT
This Performance Stock Unit Agreement (together with the Grant Notice to which this Agreement is attached, this “Agreement”) is made as of the Date of Grant set forth in the Grant Notice to which this Agreement is attached by and between Sitio Royalties Corp., a Delaware corporation (the “Company”), and ________________ (the “Participant”). Capitalized terms used but not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice.
Signature Page to
Performance Stock Unit Grant Notice
Exhibit A-2
Exhibit A-3
Exhibit A-4
Exhibit A-5
Exhibit A-6
Exhibit A-7
Exhibit A-8
EXHIBIT B
PERFORMANCE GOALS FOR PERFORMANCE STOCK UNITS
The performance goals for the PSUs shall be based on the Company’s annualized absolute total stockholder return (“Absolute TSR”) for the Performance Period. The Committee, in its sole discretion, shall have final authority to make factual determinations, interpret any ambiguities and resolve any and all issues with respect to the Absolute TSR performance goals.
Exhibit B-1