Exhibit 10.5
PREMIER FINANCIAL CORP.
2018 LONG TERM INCENTIVE PLAN
LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE UNITS AWARD AGREEMENT
Grantee: |
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Grant Date: |
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Target Award: |
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Performance Period: | Period commencing on January 1, 20XX, and ending on December 31, 20XX |
This Long Term Incentive Plan (“LTIP”) Performance Share Units Award Agreement (this “Agreement”) is made and entered into as of the Grant Date set forth above by and between Premier Financial Corp. (the “Company”) and the Grantee identified above. Undefined capitalized terms used in this Agreement shall have the meanings set forth in the 2018 Equity Incentive Plan (the “Plan”).
WHEREAS, the Company maintains the Plan pursuant to which Performance Share Units (“PSUs”) may be granted.
WHEREAS, the Committee has approved the issuance of this Agreement, and the grant of the PSU Award described in this Agreement, either directly or through a delegation of authority pursuant to Article III of the Plan.
NOW THEREFORE, in consideration of the mutual premises and obligations contained in this Agreement, the parties agree as follows:
The Actual Award that shall vest and be payable in Shares to the Grantee for the Performance Period will be determined at the end of the Performance Period based on the level of achievement of the performance goals reflected in Exhibit A (the “Performance Goals”) and the amount of the Grantee’s average base salary over the Performance Period. All determinations of whether Performance Goals have been achieved, the adjustments attributed to changes in average base salary, the Actual Award earned by the Grantee, and all other matters related to this Award shall be made by the Committee in its sole discretion.
Promptly following completion of the Performance Period (and no later than sixty (60) days following the end of the Performance Period), the Committee will review and certify in writing (a) whether, and to what extent, the Performance Goals for the Performance Period have been achieved,
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and (b) the number of Shares that the Grantee shall earn, if any. The date upon which the Committee certifies performance is referred to in this Agreement as the “Certification Date”. The Actual Award shall be deemed vested and earned on the Certification Date and shall be communicated to the Grantee within seven calendar days of the Certification Date.
(c) Notwithstanding Section 3(a), if the Grantee’s Continuous Service terminates before the end of the Performance Period as a result of Retirement or termination by the Company without Cause and provided that Grantee has not violated Grantee’s obligations under Section 8 of the Agreement, a pro-rata portion of the outstanding PSUs shall vest one year from the date of Retirement or termination in proportion to the number of months, including any partial month, elapsed in the Performance Period before the termination of Continuous Service. Such pro-rated PSUs shall vest at the Target Award amount and shall be paid to the Grantee within 90 days of the vesting, provided however, that in no event shall such vesting occur later than two and one-half (2-1/2) months following the end of the year in which the vesting date occurs. If the Grantee is party to an employment, severance, change in control or other similar agreement with the Company or a Subsidiary (an “Employment Agreement”) that incorporates a definition of “Cause”, that definition of “Cause”, as it may be amended, shall be used for purposes of this Agreement. If the Grantee is not party to an Employment Agreement, “Cause” shall have the meaning set forth in the Plan.
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Grantee is hereby provided notice that under the 2016 Defend Trade Secrets Act (DTSA): (1) no individual (consultant, contractor or employee) will be held criminally or civilly liable under federal or state trade secret law for the disclosure of a trade secret (as defined in the Economic Espionage Act that: (a) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigation a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if
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such filing is made under seal so that it is not made public; and (2) an individual (consultant, contractor or employee) who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order; provided, however, that notwithstanding this immunity from liability, Grantee may be held liable if he unlawfully accesses trade secrets by unauthorized means.
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Notwithstanding the forgoing, the provisions of this Section 8(b) shall not apply to general advertisements by any person, firm, corporation or other entity with which Grantee may be associated or other communications in any form of media not specifically targeting individuals or entities described in this Section 8(b).
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Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (i) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the PSUs or the subsequent sale of any shares, and (ii) does not commit to structure the Award to reduce or eliminate the Grantee’s liability for Tax-Related Items.
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[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
GRANTEE
______________________________________
Signature
______________________________________
Print Name
______________________________________
Acceptance Date
PREMIER FINANCIAL CORP.
By: _________________________________
Name: _________________________________
Its: _________________________________
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EXHIBIT A
20XX LONG TERM INCENTIVE PLAN PERFORMANCE SHARE UNITS AWARD
PERFORMANCE GOALS
Performance Measures, Weightings, Goals, and Payout Calibration:
The performance measures are:
The table below sets forth the two performance measures, their respective weighting, how performance on each measure will be evaluated (relative to peers or relative to plan) and the goals for threshold performance, target performance and superior performance. Achievement of the threshold performance goal will result in 50% of the target payout for the respective measure, achievement of the target performance goal will result in 100% of target payout for the respective measure, and achievement of the superior performance goal will result in 150% of the target payout for the measure. Payouts for performance between threshold and target, or between target and superior, will be interpolated.
Performance-Payout Table:
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| Evaluated | Performance Goals | ||
Performance Measure | Weight | vs. | Threshold | Target | Superior |
3-year Average Core ROA | 50% | Peers | 25th %ile | 50th %ile | 75th %ile |
3-year Total Shareholder Return (rTSR) | 50% | Peers | 25th %ile | 50th %ile | 75th %ile |
Payout for Performance Level (% of Target Opportunity): | 50% | 100% | 150% |
Definitions:
The Committee maintains flexibility and discretion to amend, modify, terminate or otherwise adjust the Plan, as necessary, including, but not limited to, adjusting measure definitions, if such adjustments ensure a better comparison relative to the peer group and more appropriately reflect the goals of the LTIP and the Company’s compensation philosophy.
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Peer Group:
The “Peer Group” includes the following organizations:
1st Source Corporation (SRCE) | Midland Bancorp, Inc. (MSBI) |
City Holding Company (CHCO) | MidwestOne Financial Group, Inc (MOFG) |
Enterprise Financial Services Corp. (EFSC) | Northwest Bancshares, Inc. |
First Busey (BUSE) | Park National (PRK) |
First Commonwealth Financial Corp. (FCF) | Peoples Bancorp Inc. (PEBO) |
German American Bancorp Inc. (GABC) | QCR Holdings, Inc. (QCRH) |
Great Southern Bancorp, Inc. (GSBC) | Republic Bancorp, Inc. (RBCA) |
Horizon Bancorp. (HBNC) | S & T Bancorp, Inc. (STBA) |
Lakeland Financial Corporation (LKFN) | Univest Financial Corporation (UVSP) |
The Committee maintains discretion to change (including adding, subtracting or replacing) the members of the Peer Group at any time during a Performance Period in order that the Peer Group continue to be representative of the Company’s peers in terms of size, market, strategy, or such other attributes as the Committee determines appropriate.
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