Exhibit 10.2
PERFORMANCE SHARE AGREEMENT (EMPLOYEE)
Pursuant to the JLG Industries, Inc.
Long Term Incentive Plan
THIS AGREEMENT
made as of this ___day of ___, 20___, by and between JLG
Industries, Inc., a Pennsylvania corporation (the
“Company”) and ___(“Grantee”).
WITNESSETH,
that:
WHEREAS, the
Company has duly adopted the JLG Industries, Inc. Long Term
Incentive Plan, a copy of which as presently in effect is on file
with the Company (the “Plan”); and
WHEREAS, the
Committee, pursuant to authority vested in it by the Board of
Directors and by the Plan, has approved the granting to the Grantee
of an award of Performance Shares (the “Award”), upon
the terms and subject to the conditions hereinafter set forth, and
the Company desires by this instrument to grant said Award and to
specify the terms and conditions thereof.
NOW, THEREFORE, it
is hereby covenanted and agreed by and between the Company and the
Grantee as follows (capitalized terms used but not defined herein
shall have the same meanings as set forth in the Plan):
Section 1. Grant of Award . Pursuant to the
Plan, the Company hereby awards to the Grantee a maximum number of
[ insert maximum units payable ] Performance Share units
(“PSUs”). The number of PSUs payable under this Award
shall be determined based on the criteria set forth in
Section 3 and 4 below. Payment of PSUs earned, if any, under
this Award shall be paid in accordance with Section 5
below.
Section 2. Transfer Restrictions . The right to
receive payment of PSUs under this Award shall not be sold,
assigned, conveyed, transferred, pledged, hypothecated or otherwise
disposed of, voluntarily or involuntarily, by the Grantee other
than pursuant to the terms of this Agreement.
Section 3. PSUs Payable .
(a) The
number of PSUs payable under this Award shall be based on the
attainment of the performance goals set forth in this
Section 3 and on Schedule I attached hereto. The
performance period over which the performance goals shall be
measured is [ insert performance period, e.g., the three
consecutive fiscal years of the Company ending on ___ ] (the
“Performance Period”)
(b) The
performance goals shall be based on achievement of the performance
metrics over the Performance Period as set forth on Schedule I
attached hereto.
Section 4. Vesting of Award; Change in Control .
[ Delete subsection (b) and/or (c) and lead-in
language to subsection (a) if early vesting will not be
provided for death, disability and retirement and/or change in
control ]
(a) Except as
provided in subsection (b) or (c), the PSUs payable under
Section 3 shall be forfeited and shall not be paid unless the
Grantee remains continuously employed with the Company throughout
the Performance Period.
(b) Notwithstanding
subsection (a), if, during the Performance Period, the Grantee
first terminates employment with the Company because of the
Grantee’s death, Disability, or retirement (but only if the
Grantee provides the Company with at least 60 days written
notice of such retirement), then the Grantee shall, at the end of
the Performance Period, be paid an amount of PSUs equal to the
amount the Grantee would have received if the Grantee had remained
continuously employed through the end of the Performance Period,
multiplied by a fraction, the numerator of which is the full number
of months during the Performance Period that the Grantee was
actively employed by the Company, and denominator of which is [
insert number of months in Performance Period ]. For this
purpose, the Grantee shall be deemed to have retired if the Grantee
terminates employment with the Company after becoming eligible for
normal or early retirement under the JLG Industries, Inc.
Employees’ Retirement Savings Plan.
(c) Notwithstanding
subsection (a) and the performance criteria set forth on
Schedule I, if a Change in Control occurs during the
Performance Period, the performance goals set forth on Schedule I
shall be deemed to have been satisfied at the maximum level, and
the Grantee shall receive the maximum number of PSUs payable as set
forth on Schedule I.
Section 5. Payment of PSUs.
(a) Payment
of PSUs payable under Section 3 shall be made by issuance and
delivery to the Grantee of one Share for each PSU
payable.
(b) Except as
provided in subsection (c), Shares to be delivered to the Grantee
shall be delivered as soon as practical after the Committee has
certified in writing that the PSUs are payable; provided, however,
that to the extent necessary to ensure compliance with Code Section
409A, the date of payment shall be a specified date after the end
of Performance Period set forth in the Plan or in an amendment to
this Award.
(c) If
payment is trigged under Section 4(c) because of a Change in
Control, then the Shares will be delivered to the Grantee as soon
as practical after such Change in Control; provided, however, that
if the Gran
