Exhibit








EXHIBIT 10.23


2014 OMNIBUS STOCK PLAN
PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT


On the Date of Grant set forth below, The Davey Tree Expert Company (the “Company”) grants to the Grantee named below, in accordance with the terms of The Davey Tree Expert Company 2014 Omnibus Stock Plan and any rules promulgated by the Committee from time to time for the administration of such plan (the “Plan”) and this Performance Restricted Stock Unit Agreement (the “Agreement”), Performance Restricted Stock Units with respect to the number of Shares set forth below (the “PRSUs”).  Capitalized terms used in this Agreement without definition shall have the meanings assigned to them in the Plan.
I.    NOTICE OF PRSU GRANT
	
					
	Name of Grantee (the “Grantee”):
	 
	 
	 

	Date of Grant:
	 
	 
	 

	Number of Shares (the "Shares"):
	 
	 
	 

	Vesting Schedule:
	 
	 
	 




II.    PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT
		
	1.
	Grant of PRSUs.  The Company hereby grants to the Grantee PRSUs with respect to the number of Shares set forth above, subject to the terms and conditions of the Plan and this Agreement.


		
	2.
	Vesting of PRSUs. The PRSUs shall become vested on the Vesting Date set forth above (the “Vesting Date”), provided that the Grantee does not forfeit the PRSUs pursuant to Section 3 prior to the Vesting Date.


		
	3.
	Forfeiture of PRSUs.  To the extent the PRSUs have not yet vested pursuant to Section 2, the PRSUs shall be forfeited without further action or notice if the Grantee’s employment with the Company or an Affiliate of the Company terminates voluntarily or for cause prior to the Vesting Date.


		
	4.
	Non-Transferability of PRSUs.  The PRSUs are non-transferable.


		
	5.
	Entire Agreement; Relation to Plan.  This Agreement is subject to the terms and conditions of the Plan.  This Agreement and the Plan contain the entire agreement and understanding of the parties with respect to the subject matter contained in this Agreement and supersedes all prior written or oral communications, representations, and negotiations in respect thereto.  In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern.


		
	6.
	Adjustments.  The number and kind of Shares subject to the PRSUs are subject to adjustment as provided in Section 4(c) of the Plan.


		
	7.
	Successors and Assigns.  The provisions of this Agreement shall inure to the benefit of, and be binding upon, the permitted successors, administrators, heirs, legal representatives, and assigns of the Grantee, and the successors and assigns of the Company.


		
	8.
	Choice of Law.  The interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Ohio, without giving effect to any rule or principle of conflicts or choice of law that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.













		
	9.
	Plan and Prospectus Delivery.  By signing this Agreement, the Grantee acknowledges that copies of the Plan, Plan Prospectus, and the Company’s most recent Annual Report an Proxy Statement (the “Prospectus Information”) either have been received by or provided to the Grantee, and the Grantee consents to receiving the Prospectus Information electronically or, in the alternative, agrees to contact the Chief Financial Officer of the Company to request a paper copy of the Prospectus Information at no charge.  The Grantee also represents that he or she is familiar with the terms and provisions of the Prospectus Information and hereby accepts this Award on the terms and subject to the conditions set forth herein and in the Plan.  The Grantee hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Agreement.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Date of Grant.
	
				
	THE DAVEY TREE EXPERT COMPANY

	 
	 
	 
	 

	By:
	 

	 
	Name:
	 
	 

	 
	Title:
	 
	 

	 
	 
	 
	 

	GRANTEE

	 
	 

	 
	Name:
	 
	 

	 
	Address:
	 
	 

	 
	 
	 
	 




NOTE: If your signed Performance Restricted Stock Unit Agreement is not received by the Chief Financial Officer of the Company by [________], [20__], the PRSUs shall be forfeited in full.