performanceshareunitawar






                                                                                                                              TRUEBLUE, INC.                PERFORMANCE SHARE UNIT GRANT NOTICE & ACKNOWLEDGEMENT                                       (“Grant Notice”)                   (TrueBlue 2016 Omnibus Incentive Plan as Amended and Restated)    TrueBlue,  Inc.  (the  “Company”),  pursuant  to  its  TrueBlue  2016  Omnibus  Incentive  Plan  as  Amended  and  Restated (the “Plan”), grants to Participant named below, as of the Date of Grant, the number of performance  share  units  (“Performance  Share  Units”  or  “Units”)  set  forth  below.  Each  Performance  Share  Unit  granted  represents the contingent right to receive one share of the Company’s common stock.   The Performance Share  Units  granted  hereunder  are  subject  to  certain  vesting  and  transfer  restrictions  as  set  forth  below.  The  Performance Share Units are subject to all of the Performance Share Unit Grant Terms and Conditions, attached  hereto, and the terms of the Plan, both of which are incorporated by reference herein in their entirety.  Copies  of the Plan are available upon request.           Participant:                                  «Full_Name»             Number of Performance Share Units Granted:    «Units»                      Date of Grant:                                February 7, 2020             Grant Notice Confirmation Date:    March 7, 2020                             Vesting  Terms:  Performance  Vesting.  Your  Performance  Share  Units  are  not  immediately  vested.   Performance Share Units are awarded based upon the Company’s performance on key financial metrics over a  three‐year  period  (“Performance  Period”).  The  Performance  Share  Units  will  vest  and  be  converted  into  Company  common  stock  based  upon  the  Company  meeting  certain  performance  metrics  calculated  at  the  completion  of  the  Performance  Period,  as  set  forth  below.  Performance  metrics  are  established  by  the  Compensation Committee and the Board of Directors at the beginning of the Performance Period.   Performance  Share Units will vest and be converted into shares of TrueBlue, Inc. common stock two days after the disclosure  of earnings for the final fiscal year of the Performance Period and review by the Compensation Committee.      The performance metric during the Performance Period for the February 7, 2020 grant of Performance Share  Units is the 3‐year average Return on Equity (“ROE”)*.            Performance Period        % of Shares       *As determined by the Company and adjusted  Fiscal Years 2020 through 2022  Awarded**             according to the terms of the Plan.  Maximum     18% Average ROE       150%     Target    14% Average ROE       100%  **Award levels will be extrapolated between  Threshold   10% Average ROE        50%  levels beginning at the threshold level.           Additional  Terms/Acknowledgements:  Unless  Participant  contacts  the  Company’s  Chief  Legal  Officer’s  office  in  writing  within  30  days  of  the  date  of  this  Grant  Notice,  Participant  acknowledges  receipt  of,  and  understands  and  agrees  to,  this  Grant  Notice  and  the  attached  Performance  Share  Unit  Grant  Terms  and  Conditions,  and  understands  that  a  copy  of  the  Plan  is  available  upon  request.  Participant  further  acknowledges that as of the Date of Grant, this Grant Notice, the Performance Share Unit Grant Terms and  Conditions, and the Plan set forth the entire understanding between Participant and the Company regarding  the acquisition of the Performance Share Units granted hereunder and supersede all prior oral and written  agreements  on  that  subject.  Establishing  a  brokerage  account  as  set  forth  below  and/or  accepting  the  Performance  Stock  Unit  granted  hereunder  shall  constitute  agreement  to  the  terms  above  and  any  other  referenced terms.       TRUEBLUE, INC.          By:          Title:  EVP, Chief Legal Officer       Date:  February 7, 2020                                                                                                        





 






                                                                                                           PERFORMANCE SHARE UNIT GRANT TERMS AND CONDITIONS                                                      Pursuant to your Performance Share Unit Grant Notice & Acknowledgment (“Grant Notice”) and these  Performance Share Unit Grant Terms and Conditions, TrueBlue Inc. (the “Company”) has granted to you under  its TrueBlue 2016 Omnibus Incentive Plan as Amended and Restated (the “Plan”) the number of Performance  Share Units (“Performance Share Units” or “Units”) indicated in your Grant Notice.  The Units are subject to  certain vesting restrictions.  Defined terms not explicitly defined in these Performance Share Unit Grant Terms  and Conditions, but defined in the Plan, shall have the same definitions as in the Plan.  The definitions of “Cause,”  “Good  Reason,”  and  “Change  of  Control”  shall  be  the  same  as  set  forth  in  the  Participant’s  Employment  Agreements (defined below).           Subject  to  the  limitations  contained  herein,  the  provisions  of  your  employment  agreement,  and,  if  applicable, any change in control agreement between you and the Company, (the “Employment Agreements”)  shall supersede and control any conflict between the (a) Employment Agreements and (b) the Grant Notice or  these Restricted Stock Grant Terms and Conditions, except with regard to Section 1(a)(ii) below.  The details  of your award are as follows:    1. VESTING AND FORFEITURE OF PERFORMANCE SHARE UNITS.            (a) Termination of Employment.                          (i) If  you  are  terminated  with  Cause  by  the  Company,  or  its  subsidiaries  or  affiliates,  or  you               terminate your employment with the Company, or its subsidiaries or affiliates, without Good               Reason all vesting in Units will cease and any Units which are not vested shall be forfeited and               ownership of such Units shall return to the Company on your employment termination date.                          (ii) For  the  purposes  of  determining  the  vesting  of  Units  only,  if  you  are  terminated  by  the               Company, or its subsidiaries or affiliates, without Cause, or you terminate your employment               with the Company, or its subsidiaries or affiliates, for Good Reason, or if your employment               with the Company, or its subsidiaries or affiliates, terminates by reason of death, disability, or               retirement,  you  will  receive  vested  Units  at  the  completion  of  the  applicable  performance               period if the performance vesting provisions set forth in your Grant Notice are met.  However,               the actual number of shares of common stock you may receive upon conversion of a vested               Unit will be pro‐rated based on the portion of the performance period you were employed as               increased by any period of accelerated vesting to which you are entitled in your Employment               Agreements, if any.                (b) Change in Control.   If there is a Change of Control while you are employed by the Company or its  subsidiary or affiliate, your Units shall become immediately 100% vested at the target levels upon such Change  of Control, provided that the Compensation Committee of the Board of Directors (the “Committee”) shall have  the  discretion  to  determine  that  the  performance  goals  shall  be  deemed  to  have  been  performed  at  the  maximum level.  In determining the extent to which the performance targets have been satisfied, the Committee  shall make reasonable adjustment for the unbudgeted impact of: (i) asset write‐downs or impairment charges;  (ii)  litigation  or  claim  costs,  judgments,  or  settlements;  (iii)  the  effect  of  changes  in  tax  laws,  accounting  principles, or other laws or provisions affecting reported results; (iv) restatements occurring as a result of  errors that arise from events other than fraud or failures in performance; (v) accruals for reorganization and  restructuring programs; (vi) extraordinary nonrecurring items as described in Accounting Principles Board  Opinion No. 30 and/or in management’s discussion and analysis of financial condition and results of operations  appearing  in  the  Company’s  annual  report  to  stockholders  for  the  applicable  year;  (vii) acquisitions  or  divestitures; and (viii) foreign exchange gains and losses.                  (c) Retirement.  If you retire (voluntarily terminate your employment) from the Company and are (i)  at least 55 years of age, and (ii) have completed 10 years of service to the Company, then the Performance Share  Unit awards that are payable after the last day of employment will be prorated based on the number of days                                                                                                       





 






                                                                                          worked during the Performance Period.  Performance Share Unit awards will be paid at the regularly scheduled  payout date, post‐employment, at this prorated amount.                     2.   NUMBER OF SHARES OF PERFORMANCE SHARE UNITS.  The number of Units referenced  in your Grant Notice may be adjusted from time to time for changes in the Company’s capital structure at the  Board’s sole discretion, as provided in the Plan.           3.    OWNERSHIP AND TAXATION UPON VESTING IN PERFORMANCE SHARE UNITS.                  (a)   Until you vest in your Units, the Units shall be held by the Company on your behalf.  Your  ownership of the Units shall be evidenced by an appropriate entry on the books of the Company or of a duly  authorized agent of the Company, or other appropriate means as determined by the Company.  In the event  ownership of Company common stock is prohibited due to foreign exchange, securities regulations, or other  provisions of applicable law, you, or in the event of your death, your legal representative, shall receive cash  proceeds in an amount equal to the value of the shares of common stock otherwise distributable to you upon  vesting of the Units, net of the satisfaction of the requirements of Section 3(b) below.                         (b)   Upon vesting in your Units, each Unit will be converted to one share of Company common  stock and distributed to you.  At that time, you shall pay, or make adequate arrangements satisfactory to the  Company  to pay, any sums required to satisfy the federal, state, local, and foreign tax withholding obligations  of the Company or its subsidiaries or affiliates, if any, which arise in connection with your vesting in the Units.   You hereby authorize the Company (or a subsidiary or affiliate of the Company that employs you), at the time  your Units become vested or at any time thereafter, to withhold from payroll and any other amounts payable  to you, and otherwise agree to make adequate provision for, sums to satisfy the required tax withholdings.   Alternatively, or in addition, if permissible under local law, the Company may (i) sell or arrange for the sale of  a portion of the earned shares to satisfy the withholding obligation and/or (ii) reclaim ownership of a portion  of the Units, provided that the Company shall retake ownership in only the amount of shares necessary to  satisfy the minimum withholding amount.  You shall pay to the Company (or the subsidiary or affiliate of the  Company that employs you) any amount needed to pay the tax withholding obligations that cannot be satisfied  by the means previously described.           (c)   Until  your  Units  are  converted  to  shares  of  common  stock  and  are  evidenced  by  a  stock  certificate,  appropriate  entry  on  the  books  of  the  Company  or  of  a  duly  authorized  transfer  agent  of  the  Company, or other appropriate means, you shall have no right to vote or receive dividends or any other rights  as a shareholder with respect to such Units.  No adjustment will be made for a dividend or other right for which  the record date is prior to the date you are recorded as the owner of the shares or common stock, unless the  Compensation Committee provides you with a dividend equivalent right pursuant to the Plan.                         (d)   By  accepting  the  Grant  Notice  through  accepting  the  Performance  Share  Unit  grant  at  the  Merrill Lynch website, you agree not to sell any of the shares of common stock in which you become vested at  a time when applicable laws or Company policies prohibit a sale.                        (e)   All Units are only convertible into shares of common stock of the Company.  At the time of  vesting and converting of Units into shares of common stock, you have no right to convert any Unit directly into  cash.  After Units have been converted into common stock, you may sell, trade, or otherwise dispose of such  shares as you wish, subject to applicable laws, rules, and agreements regarding such shares.            4.    TRANSFERABILITY.  Your  right  in  the  Units  awarded  under  this  Performance  Share  Unit  grant and any interest therein may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in  any manner, other than by will or by the laws of descent or distribution, prior to the vesting in respect of such  Units.           5.    PERFORMANCE SHARE UNIT AWARD IS NOT A SERVICE CONTRACT.  Your award of Units  is not an employment or service contract, and nothing in your award shall be deemed to create in any way                                                                                                       





 






                                                                                          whatsoever any obligation on your part to continue in the employ of the Company or a subsidiary or affiliate of  the  Company,  or  any  obligation  on the part of  the  Company or a subsidiary  or affiliate of  the  Company  to  continue your employment.  In addition, nothing in your award shall obligate the Company or a subsidiary or  affiliate of the Company, their respective shareholders, boards of directors, officers, or employees to continue  any relationship that you might have as a Director or Consultant for the Company or a subsidiary or affiliate of  the Company.           6.    GOVERNING PLAN DOCUMENT.  Your Units award is subject to all the provisions of the Plan,  the provisions of which are hereby made a part of your award and is further subject to all interpretations,  amendments, rules, and regulations which may from time to time be promulgated and adopted pursuant to the  Plan.  In the event of any conflict between the provisions of your award or your Employment Agreements and  those of the Plan, the provisions of the Plan shall control.           7.    STOCKHOLDER RIGHTS.  You will not be deemed to be the holder of, and will not have any  of the rights of a holder or owner of any Company common stock represented by your Units until your Units  have been earned and converted into Company shares and ownership of such Shares is evidenced as set forth  in  Section  3  above.  Units  do  not  make  you  eligible  to  receive  any  dividends,  voting  powers,  or  any  other  shareholder rights associated with Company common stock.             8.    GOLDEN PARACHUTE TAXES.  In the event that any amounts paid or deemed paid to you in  connection with the Units are deemed to constitute “excess parachute payments” as defined in Section 280G of  the Code (taking into account any other payments made to you under the Plan and any other compensation  paid or deemed paid to you), or if you are deemed to receive an “excess parachute payment” by reason of the  acceleration of vesting of your Units granted under the Plan due to a Change of Control, the amount of such  payments or deemed payments shall be reduced (or, alternatively, the number of Performance Share Units that  become 100% earned shall be reduced), so that no such payments or deemed payments shall constitute excess  parachute  payments.  The  determination  of  whether  a  payment  or  deemed  payment  constitutes  an  excess  parachute payment shall be in the sole discretion of the Company’s Board.