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Exhibit 10.9
ATLAS ENERGY SOLUTIONS INC.
Long Term Incentive Plan
Performance Share Unit Grant Agreement
Participant: |
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Date of Grant: |
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Target Number of Performance Share Units Granted: |
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(iv) “Qualifying Termination” means a termination of Participant’s employment with all members of the Company Group, (i) by the Company Group without Cause; or (ii) by Participant for Good Reason.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by an officer thereunto duly authorized, as of the date first above written.
ATLAS ENERGY SOLUTIONS INC.
By:
Name: John Turner
Title: CEO, President and CFO
PARTICIPANT
Name: [Name]
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ATTACHMENT A
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Performance Goal |
Weight | Performance Factor* | ||
Threshold | Target | Maximum | ||
Return on Capital Employed (ROCE) | 25% | 15% | 20% | 25% |
Relative Total Shareholder Return (TSR) | 75% | 30th Percentile | 60th Percentile | 90th Percentile |
PSUs earned (% of Target PSUs) |
| 50% | 100% | 200% |
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If, during the Performance Period, there is a change in accounting standards required by the Financial Accounting Standards Board, the above Performance Goal shall be adjusted by the Committee as appropriate, in its discretion, to disregard the effect of such change.
The “Peer Group” shall consist of the companies contained with the Company's benchmarking group, which as of the Date of Grant, shall consist of the following:
Ticker Symbol | Company Name |
CHX | Champion X Corporation |
LBRT | Liberty Energy Inc. |
NEX | NexTier Oilfield Solutions Inc. |
PTEN | Patterson-UTI Energy, Inc. |
HP | Helmerich & Payne, Inc. |
SLCA | U.S. Silica Holdings, Inc. |
WTTR | Select Energy Services, Inc. |
XPRO | Expro Group Holdings N.V. |
PUMP | ProPetro Holding Corp. |
OIS | Oil States International, Inc. |
WHD | Cactus, Inc. |
NINE | Nine Energy Service, Inc. |
CLB | Core Laboratories N.V. |
DRQ | Dril-Quip, Inc. |
SOI | Solaris Oilfield Infrastructure, Inc. |
If the Committee determines that an adjustment to the Peer Group is necessary or desirable to continue to reflect an appropriate Peer Group for this Award, then the Company shall take any actions it deems necessary or desirable in its complete and absolute discretion to effectuate this adjustment.
The Committee shall review the results with respect to the Performance Goals and shall determine the Performance Factor and the number of Vested PSUs as soon as reasonably practical. However, no PSUs or DERs shall be paid prior to such determination or the time of payment specified in the Agreement. For the sake of clarity, any exercise of discretion or adjustments made by the Committee as contemplated herein may be effectuated without your consent and will not be treated (for purposes of the Plan or this Agreement) as an amendment to the Agreement that materially reduces the benefit of the Participant without his or her consent.
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Attachment B
Restrictive Covenants
Accordingly, until such time as the Confidential Information is readily available publicly (other than as a result of disclosure by Participant), Participant shall not knowingly reveal, disclose or make known to any person (other than as may be required by law) or use for Participant’s own or another’s account or benefit, any such Confidential Information, whether or not developed, devised or otherwise created in whole or in part by the efforts of Participant. Participant represents and warrants that Participant will only reveal or disclose such Confidential Information as required by law or as necessary in the performance of Participant’s duties on behalf of the Company. Participant warrants and represents Participant will not use, for Participant’s own or another’s account or benefit, any such Confidential Information, whether or not developed, devised or otherwise created in whole or in part by the efforts of Participant. If Participant has any questions about what constitutes Confidential Information, Participant agrees to contact the
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Company’s Legal Department prior to disclosure of such information. The Company and Participant also recognize that federal and state law provide additional protection for statutorily defined trade secrets and this Agreement does not waive, alter, or reduce any such additional protections. Likewise, the Company and Participant agree that this Agreement does not alter, reduce or modify any obligations Participant owes to the Atlas Affiliates under any other applicable statute or the common law.
Notwithstanding the foregoing, nothing herein shall be construed to prohibit the reporting of a violation of law or to prohibit a disclosure of information that is compelled by law; provided, however, that to the extent allowed by law, Participant will give the Company as much written notice as possible under the circumstances and will cooperate with the Company in any legal action undertaken to protect the confidentiality of the information.
Participant acknowledges and agrees that the Company provides immunity for the disclosure of a trade secret to report a suspected violation of law and/or in an anti-retaliation lawsuit, as follows:
Furthermore, in accordance with 18 U.S.C. § 1833(b), nothing in this Section, including the duties, obligations and restrictions identified in this Section, shall prevent Participant from disclosing information, including Confidential Information but not information protected by the attorney-client communication privilege, to a Federal, State, or local government official, either directly or indirectly, or to an attorney.
Nothing in this Section shall be deemed a waiver of the Company’s or any Atlas Affiliate’s right to the protections of the attorney-client communications privilege.
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