Exhibit 99.1
CNF INC.
RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT, entered into as of the ___ day of ________ 2___, between CNF
Inc., a Delaware corporation (hereinafter called "Company"), <<First_Name>>
<<MI>> <<Last_Name>> (hereinafter called "Recipient"), and the Secretary
of the Company (hereinafter called "Escrow Holder").
WITNESSETH:
WHEREAS, Company has adopted the CNF Inc. 2003 Equity Incentive Plan for Non-
Employee Directors, as amended from time to time (as so amended, the "Plan"),
which Plan is incorporated in this Agreement by reference and made a part of
it;
WHEREAS, the Company encourages its Directors to own shares of the Company's
stock and thereby to align their interests more closely with the interests of
the other stockholders of the Company, and desires to motivate Recipient by
providing Recipient with a direct interest in the Company's attainment of its
financial goals, and desires to provide a financial incentive that will help
attract and retain the most qualified Directors; and
WHEREAS, the Company has determined that it would be to the advantage and
interest of the Company and its stockholders to issue the restricted stock
provided for in this Agreement to the Recipient as an incentive for increased
efforts and successful achievements;
NOW, THEREFORE, in consideration of the foregoing premises, and the mutual
covenants herein contained, the parties hereto agree with each other as
follows:
1. Restricted Stock Award. As of the date of this Agreement, Company
has issued to Recipient ___ shares of its Common Stock (hereinafter
called the "Stock") as a stock award ("Restricted Stock Award").
Stock certificates evidencing the Stock shall be delivered to Escrow
Holder, accompanied by blank stock powers executed by Recipient, to
be held by the Escrow Holder for the period set forth in Paragraph 3
below, for the use and benefit of, and subject to the rights of and
limitations upon Recipient as the owner thereof as herein set forth.
Subject to the other provisions of this Agreement, Recipient shall
have all rights of a stockholder with respect thereto, including the
right to vote, to receive dividends (including stock dividends), to
participate in stock splits or other recapitalizations, and to
exchange such shares in a merger, consolidation or other
reorganization. Company shall pay the costs and charges of Escrow
Holder and any applicable stock transfer taxes. Recipient hereby
acknowledges that Recipient is acquiring the Stock issued hereunder
for investment and not with a view to the distribution thereof, and
that Recipient does not intend to subdivide Recipient's interest in
the Stock with any other person.
2. Restrictions. (a) Except as otherwise provided in the Plan, during
the period when any shares of Stock issued hereunder are required to
be held in escrow pursuant to Paragraph 3 below, such shares of the
Stock held in escrow shall be deemed to be "Restricted Securities"
and shall not be sold, transferred by gift, pledged, hypothecated or
otherwise transferred or disposed of by Recipient until the
restrictions on such Restricted Securities shall lapse as provided in
Paragraph 3 hereof.
(b)All Restricted Securities shall be evidenced by one or more
certificates which are held by Escrow Holder and which bear the
following legend:
"These shares are subject to the restrictions enumerated in the CNF
Inc. 2003 Equity Incentive Plan for Non-Employee Directors and in
the Restricted Stock Award Agreement dated as of __________, ____
between CNF Inc. and the registered holder of these shares."
Upon vesting of any shares of Stock, the Company shall cause new
stock certificates to be issued to evidence the Stock. All shares
of Stock that have vested, and that therefore are no longer
classified as Restricted Securities, shall be evidenced by a new
certificate which does not bear the legend referred to above, which
certificate shall be delivered by Escrow Holder to Recipient.
All shares (if any) of Stock which remain unvested at such time,
and which therefore continue to be classified as Restricted
Securities, shall be evidenced by a new certificate bearing the
legend referred to above, which certificate shall be delivered to
and held by Escrow Holder.
3. Lapse of Restrictions; Vesting. (a) Subject to subparagraphs (b),
(c), (d) and (e) of this Paragraph (3), the restrictions imposed on
the Restricted Securities pursuant to Paragraph 2 above shall lapse,
and the shares of Stock issued hereunder shall vest, in three (3)
equal installments, on the first, second and third anniversaries of
the date of grant of the Restricted Stock Award.
(b) If a "Change in Control" (as defined in the Plan) occurs, then
all shares of Stock (if any) that have not vested as of the date of
such Change in Control but that, pursuant to subparagraph (a) of this
Paragraph 3, are scheduled to vest on the anniversary of the grant
date next following the Change in Control shall vest upon such Change
in Control.
(c) If the Recipient's service as a member of the Company's Board of
Directors (the "Board") is terminated as a result of death or
Disability, then all shares of Stock (if any) that have not vested as
of the date of such termination of service shall vest on such date.
As used herein, "Disability" means a substantial mental or physical
disability, as determined by the committee referred to in paragraph
9, in its sole discretion.
(d) If the Recipient retires after reaching age 72, then all shares
of Stock (if any) that have not vested as of the date of such
retirement but that, pursuant to subparagraph (a) of this Paragraph
3, are scheduled to vest on the anniversary of the grant date next
following the director's retirement date shall vest on such
retirement date.
(e) If the Recipient leaves the Board at the end of his or her term,
then all shares of Stock (if any) that have not vested as of such
date but that, pursuant to subparagraph (a) of this Paragraph 3, are
scheduled to vest in the calendar year in which the Recipient leaves
the Board, shall vest when the Recipient leaves the Board.
(f) The vesting provisions of this Paragraph 3 are intended to
supersede the vesting provisions contained in Section 6(f) of the
Plan.
(g)After any shares of Stock vest, Escrow Holder shall, without
further order or instruction, transmit to Recipient (or, in the case
of Recipient's death, to Recipient's successor(s) in interest) the
certificate evidencing such Stock, subject, however, to satisfaction
of any withholding obligations described in Paragraph 5 below.
4. Additional Securities. Any securities or other property (other than
cash) received as the result of ownership of Restricted Securities
(hereinafter called "Additional Securities"), including, but not by
way of limitation, warrants and securities received as a stock
dividend or stock split, or as a result of a recapitalization or
reorganization, shall be held by Escrow Holder in escrow in the same
manner and subject to the same conditions as the Restricted
Securities with respect to which they were issued. Recipient shall
be entitled to direct Escrow Holder to exercise any warrant or option
received as Additional Securities upon supplying the funds necessary
to do so, in which event the securities so purchased shall constitute
Additional Securities, or Recipient may direct Escrow Holder to sell
any such warrant or option, in which event the proceeds thereof shall
be remitted to Recipient. In the event any Restricted Securities or
Additional Securities consist of a security by its terms or otherwise
convertible into or exchangeable for another security at the election
of the holder thereof, Recipient may exercise any such right of
conversion or exchange in the event the failure to exercise or delay
in exercising such right would result in its loss or diminution in
value, and any securities so acquired shall be deemed Additional
Securities. In the event of any change in certificates evidencing
Restricted Securities or Additional Securities by reason of any
recapitalization, reorganization or other transaction which results
in the creation of Additional Securities, Escrow Holder shall be
authorized to deliver to the issuer the certificates evidencing
Restricted Securities or Additional Securities in exchange for the
certificates which they replace, which shall be deemed to be
Additional Securities. Additional Securities shall be subject to the
conditions imposed by Paragraphs 2 and 3 above in the same manner as
the conditions thereunder are or would be applicable to the
Restricted Securities with respect to which they were delivered.
5. Taxes. Recipient agrees to make appropriate arrangements for the
satisfaction of any applicable federal, state or local income,
employment or other tax withholding requirements applicable to the
receipt of Stock hereunder or the lapse of forfeiture restrictions
with respect thereto.
6. Distributions. Company shall transmit to Escrow Holder for the
account of Recipient all dividends, interest and other distributions
paid or made with respect to Restricted Securities and Additional
Securities. Escrow Holder shall, upon receipt thereof, disburse
forthwith to Recipient, less any applicable federal or state
withholding taxes, any dividends, interest or other distributions
paid or made in cash on Restricted Securities or Additional
Securities, and shall hold as Additional Securities subject to the
provisions of this Agreement, any securities or other property so
received.
7. Successors. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs,
executors, administrators, successors and assigns.
8. Notice. Any notice or other paper required to be given or sent
pursuant to the terms of this Agreement shall be sufficiently given
or served hereunder to any party when transmitted by registered or
certified mail, postage prepaid, addressed to the party to be served
as follows:
Company: CNF Inc., 3240 Hillview Avenue,
Palo Alto, California 94304
Attn.: Corporate Secretary
Recipient: At Recipient's address as it appears under Recipient's
signature to this Agreement, or to such other address as
Recipient may specify in writing to Escrow Holder
Any party may designate another address for receipt of notices so
long as notice is given in accordance with this Paragraph 8.
9. Committee Decisions Conclusive. All decisions of the committee of
the Board which administers the Plan upon any question arising under
the Plan or under this Agreement shall be conclusive.
10.Governing Law. The interpretation, performance and enforcement of
this Agreement shall be governed by the laws of the State of
California.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.
DIRECTOR CNF Inc.
By:____________________ By:______________________
<<First_Name>> <<MI>> <<Last_Name>> Jennifer W. Pileggi
Senior Vice President,
General Counsel and
<<Company>> Secretary
<<C_Address>>
<<C_City>>, <<C_State>> <<C_Zip>>
By:______________________
Jennifer W. Pileggi
Escrow Holder