Exhibit 10.10
2006 PERFORMANCE SHARE AWARD AGREEMENT
This 2006 PERFORMANCE SHARE AWARD AGREEMENT, made as of the Award
Date set forth
in the Notice of Award of 2006 Performance Shares (the "Notice"),
by and between
Bucyrus International,
Inc., a Delaware
corporation
(the "Company") and the
undersigned individual
(the "Grantee"), sets
forth the terms and conditions of
the Performance
Share Award described in the Notice. Except as otherwise
expressly set forth herein, this Agreement and the Award hereunder
is subject to
and shall be
construed in accordance with the provisions of the Bucyrus
International, Inc.
2004 Equity Incentive Plan (2006 Amendment and Restatement)
(the "Plan"). Any
capitalized
terms not otherwise
defined in this
Agreement
shall have the
definitions
set forth in the Plan. You must sign both the
Agreement and the
Notice in order for this Award to be effective. Please sign
and date the Agreement
and the Notice and
return them promptly in the enclosed
envelope.
By accepting
this Agreement and any shares of Class A common stock of the
Company ("Company
Stock") issued
pursuant to this Performance Share Award, you
acknowledge that
you have received a copy of the Prospectus. You also
acknowledge and
represent that you
have read and
understand the terms
of the
Plan and this Agreement, and accept this Agreement subject to all
such terms and
conditions.
For all purposes of this 2006 Performance Share Award Agreement,
the Performance
Period shall
mean the period beginning on [grant date] and ending on
____________.Performance Share Awards will consist of
shares of Company
Stock,
the vesting of which is subject to continued service requirements ("Base Award
Shares"), and shares
of the Company Stock,
the vesting of which
is subject to
the attainment
of performance targets and continued service requirements
("Premium Award
Shares") (Base Award Shares and Premium Award Shares, are
collectively referred to as "Performance Shares").
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Terms and Conditions
1. Terms and Provisions of Performance Share Award. Pursuant to
Section 6 of the
Plan, as of the Award Date the Company has awarded to the Grantee
the Base Award
Shares and Premium Award Shares specified in the Notice.
Such Award is
subject
to the following terms and conditions.
2. Award of Base Award Shares Subject to Service Requirements. The Grantee is
hereby awarded the number of Base Award Shares specified in the
Notice, subject
to the following provisions:
(a)
Service for Entire Performance Period. If the Grantee remains
employed
by the
Company and/or a Subsidiary through the Vesting Date
stipulated in
the
Notice, then, to the extent not vested or forfeited previously, 100%
of the
Base Award Shares
shall vest on the
Vesting Date and the
Grantee
shall be
entitled to receive such Shares free of any restrictions.
(b)
Acceleration of
Vesting of Base Award Shares: If, at the end of each
calendar
year during the Performance Period, the Company has achieved
the
performance criteria
established
for that calendar year
with respect to
Base Award
Shares, as
stipulated in Exhibit
I of the Notice, 25%
of the
Base Award
Shares shall vest and the Grantee shall be entitled to receive
such
shares free of all restrictions. The Committee shall determine
whether
the performance
criteria have been met
for any calendar year and
the number
of shares vesting,
if any, at its first regularly-scheduled
meeting
following the end of
such calendar year,
and any shares
vesting
shall be transferred to the Grantee, free of restrictions, as soon as
administratively practicable thereafter.
(c)
Intervening Qualifying Events. If the Grantee ceases to be employed
by
the
Company and/or a Subsidiary prior to the Vesting Date because of
death
or
Disability (a
"Qualifying Event"),
then, as of the date
on which the
Qualifying
Event occurs, the Grantee shall be entitled to receive
all
unvested
Base Award
Shares. If the Grantee retires later than on year
after the
Award Date (a "Qualifying Retirement"), Grantee shall continue
to vest in
the Base Award
Shares on the same basis as if Grantee had
remained
an active employee;
provided, however,
that a forfeiture
shall
occur if
the Grantee, prior to
the expiration of the Performance Period,
obtains
other gainful employment regardless of whether such
employment is
with a
competitor of the Company. The Grantee acknowledges and agrees
that
the
forfeiture of Base
Award Shares set forth in the preceding sentence
does not
constitute a limitation or restriction on the Grantee's
right to
obtain
other employment, but
is only a restriction on the Grantee's right
to receive
unvested Base Award Shares.
(d) Other
Termination of Employment. If the Grantee ceases to be
employed
by the
Company and/or a Subsidiary prior to the Vesting Date for any
reason
other than a Qualifying Event of a Qualifying Retirement then, as
of the
date on which the Grantee's employment terminates, all Base Award
Shares
that have not previously vested under paragraphs (a) and
(b) above
shall
immediately be forfeited and returned to the Company.
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3. Award of Premium Award Share Subject to Performance Criteria.
The Grantee has
been awarded the number of Premium Award Shares specified in the
Notice, subject
to the following provisions:
(a)
Crediting of Premium Award Shares. As soon as practicable following
the end of
each calendar year during the Performance Period, the Committee
shall
determine if the Company has achieved the performance criteria for
that
calendar year relating
to the crediting of Premium Award Shares, as
stipulated
in Exhibit II of the Notice. If the performance criteria have
been met,
then the percentage
of the Premium Award
Shares stipulated
in
the Notice
shall become "credited" Premium Award Shares. [If the Company
has not
achieved the performance criteria for that calendar year, then
the
percentage
of the Premium Award
Shares stipulated in
the Notice shall be
forfeited
as of the last day of
such calendar
year.] Any Premium
Award
Shares
that have not become credited shares as of the last day of
the
Performance Period shall be forfeited on such day.
(b)
Vesting in Credited
Premium Award Shares.
The Grantee shall vest
in
the
credited Premium Award Shares on the Vesting Date set
forth in the
Notice,
provided that the
Grantee remains
continuously
employed by the
company
and/or a Subsidiary
until such date.
At that time,
the Grantee
shall be
transferred
shares of Company
Stock for each
credited Premium
Award
Share then vesting, free of all restrictions.
(c)
Termination of Employment Prior to Vesting Date. If the Grantee
ceases
to be
employed by the Company and/or a Subsidiary by reason of a
Qualifying
Event prior to the
Vesting Date,
then any credited Premium
Award
Shares as of the date of the Grantee's termination of employment
will vest.
In the event of a Qualifying Retirement, Grantee shall continue
to vest in the
Premium Awards
Shares on the same
basis as if Grantee had
remained
an active employee,
provided, however,
that a forfeiture
shall
occur if
the Grantee, prior to
the expiration of the Performance Period,
obtains
other gainful employment regardless of whether such
employment is
with a
competitor of the Company. The Grantee acknowledges and agrees
that
the
forfeiture of Base
Award Shares set forth in the preceding sentence
does not
constitute a limitation or restriction on the Grantee's
right to
obtain
other employment, but
is only a restriction on the Grantee's right
to receive
unvested Base Award Shares. The Grantee will forfeit the
right
to any
uncredited
Premium Award Shares that have not been forfeited
previously. If the
Grantee's employment with the Company and/or its
Subsidiaries
terminates for any reason other than a Qualifying Event or a
Qualifying
Retirement
prior to the Vesting Date, all credited and
uncredited
Premium Award Shares
will be forfeited and said shares will be
returned
to the Company.
4. Confidential Information; Noncompetition; Nonsolicitation.
(a)
Grantee acknowledges that all secret or confidential information,
knowledge
or data relating to the Company or any of its Subsidiaries and
their
respective
businesses
that Grantee obtains during Grantee's
employment
by the Company or any of its Subsidiaries and that is not
public
knowledge (other than as a result of the
Grantee's violations
of
this
Section 4(a))
("Confidential
Information") is
highly sensitive and
proprietary and includes, without limitation: product design information,
manufacturing processes and methods,
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information regarding
new product development, information regardi
