Exhibit 10.2
CNF INC.
AMENDED AND RESTATED
2003 EQUITY INCENTIVE PLAN
FOR NON-EMPLOYEE DIRECTORS
1. Introduction
CNF Inc., a Delaware corporation (the "Company") established the
CNF Inc. 2003 Equity Incentive Plan for Non-Employee Directors
(the "Original Plan") for those members of the Company's Board
of Directors who are not employees of the Company or any of its
subsidiaries. This document amends and restates in its entirety
the Original Plan (the Original Plan, as so amended and
restated, is referred to herein as the "Plan") to reflect
certain amendments to the Original Plan made pursuant to Section
10. All grants of Awards made under the Original Plan, or under
the Original Plan as heretofore amended, shall constitute valid
Awards granted under and governed by the terms of the Plan, and
shall not be affected by this amendment and restatement of the
Original Plan. The effective date of the Plan (the "Effective
Date") is April 22, 2003, the date that the Original Plan was
approved by stockholders of the Company.
The Plan permits the grant of stock options and restricted stock
awards to non-employee directors of the Company, although
currently only restricted stock awards are being granted under
the Plan. The purposes of the Plan are to encourage 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, to encourage the highest level of
director performance by providing directors with a direct
interest in the Company's attainment of its financial goals, and
to provide a financial incentive that will help attract and
retain the most qualified directors.
2. Definitions
The following terms shall have the meanings set forth below.
Except when otherwise indicated by the context, the masculine
gender shall also include the feminine gender, and the
definition of any term herein in the singular shall also include
the plural.
(a) "Award" means a Restricted Stock Award or an Option Award.
(b) "Award Agreement" has the meaning given to the term in
Section 5 hereof.
(c) "Board" or "Board of Directors" means the Board of
Directors of the Company.
(d) "Change in Control" means the occurrence of an event
described in any one of the following clauses (i) through
(iv):
(i) any "person," as such term is used in Sections 13(d)
and 14(d) of the Exchange Act (other than (A) the
Company or its affiliates, (B) any trustee or other
fiduciary holding securities under an employee
benefit plan of the Company or its affiliates, and
(C) any corporation owned, directly or indirectly,
by the shareholders of the Company in substantially
the same proportions as their ownership of the
common stock, par value $0.625 per share, of the
Company), is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company
(not including in the securities beneficially owned
by such person any securities acquired directly from
the Company or its affiliates) representing 25% or
more of the combined voting power of the Company's
then outstanding voting securities;
(ii) the following individuals cease for any reason to
constitute a majority of the number of directors
then serving: individuals who, on the Effective
Date, constitute the Board and any new director
(other than a director whose initial assumption of
office is in connection with an actual or threatened
election contest, including but not limited to a
consent solicitation, relating to the election of
directors of the Company) whose appointment or
election by the Board or nomination for election by
the Company's stockholders was approved or
recommended by a vote of at least two-thirds (2/3)
of the directors then still in office who either
were directors on the Effective Date or whose
appointment, election or nomination for election was
previously so approved or recommended;
(iii) there is consummated a merger or consolidation of
the Company or any direct or indirect subsidiary of
the Company with any other corporation, other than
(A) a merger or consolidation which would result in
the voting securities of the Company outstanding
immediately prior thereto continuing to represent
(either by remaining outstanding or by being
converted into voting securities of the surviving or
parent entity) more than 50% of the combined voting
power of the voting securities of the Company or
such surviving or parent entity outstanding
immediately after such merger or consolidation or
(B) a merger or consolidation effected to implement
a recapitalization of the Company (or similar
transaction) in which no "person" (as defined
above), directly or indirectly, acquired 25% or more
of the combined voting power of the Company's then
outstanding securities (not including in the
securities beneficially owned by such person any
securities acquired directly from the Company or its
affiliates);
(iv) the stockholders of the Company approve a plan of
complete liquidation of the Company or there is
consummated an agreement for the sale or disposition
by the Company of assets having an aggregate book
value at the time of such sale or disposition of
more than 75% of the total book value of the
Company's assets on a consolidated basis (or any
transaction having a similar effect), other than any
such sale or disposition by the Company (including
by way of spin-off or other distribution) to an
entity, at least 50% of the combined voting power of
the voting securities of which are owned immediately
following such sale or disposition by stockholders
of the Company in substantially the same proportions
as their ownership of the Company immediately prior
to such sale or disposition;
(e) "Committee" means a committee consisting of members of the
Board who are empowered hereunder to take actions in the
administration of the Plan. The Committee shall be so
constituted at all times as to permit the Plan to comply
with applicable NYSE rules and with Rule 16b-3 ("Rule 16b-
3") promulgated under the Securities Exchange Act of 1934
(the "1934 Act"). Members of the Committee shall be
appointed from time to time by the Board, shall serve at
the pleasure of the Board and may resign at any time upon
written notice to the Board.
(f) "Director" means a member of the Board who is not an
employee of the Company. For purposes of the Plan, an
employee is an individual whose wages are subject to the
withholding of federal income tax under Section 3401 of
the Internal Revenue Code.
(g) "Effective Date" has the meaning given to that term in
Section 1 hereof.
(h) "Fair Market Value" per share of Stock as of a particular
date means (i) the closing sales price per share of Stock
on the national securities exchange on which the Stock is
principally traded, for the last preceding date on which
there was a sale of such Stock on such exchange, or (ii)
if the shares of Stock are then traded in an over-the-
counter market, the average of the closing bid and asked
prices for the shares of Stock in such over-the-counter
market for the last preceding date on which there was a
sale of such Stock in such market, or (iii) if the shares
of Stock are not then listed on a national securities
exchange or traded in an over-the-counter market, such
value as the Committee, in its sole discretion, shall
determine.
(i) "Internal Revenue Code" means the Internal Revenue Code of
1986, as it may be amended from time to time.
(j) "NYSE" means the New York Stock Exchange.
(k) "Option" means an option to purchase Stock.
(l) "Option Award" means an Award of an Option pursuant to
Section 7 hereof.
(m) "Restricted Stock Award" means an Award of Stock granted
to a Director pursuant to Section 6 hereof.
(n) "Restricted Stock Award Amount" means (i) for each
director receiving a Restricted Stock Award pursuant to
Section 6(a)(i), an amount equal to $65,000 for each full
year during the director's term (for a total of $195,000
for a three-year term), (ii) for each Class I and Class
III director receiving a Restricted Stock Award pursuant
to Section 6(a)(ii), an amount equal to $65,000 for each
full year remaining until such director is next scheduled
for election or re-election to the Board (for a total of
$130,000 for Class I directors and $65,000 for Class III
directors) and (iii) for each newly-appointed director
receiving a Restricted Stock Award pursuant to Section
6(a)(iv), an amount equal to $65,000 for each full year
remaining until such director is next scheduled for
election, plus a pro rata portion of $65,000 for each
partial year remaining until such director is next
scheduled for election. For purposes of this definition,
a period of greater than 11 but less than 12 months shall
be considered a full year.
(o) "Restricted Stock Award Date" means, for a Restricted
Stock Award to be made in any year pursuant to Section
6(a), the earlier to occur of (A) the date of the annual
directors meeting occurring during such year and (B) April
30 of that year.
(p) "Stock" means the Common Stock, $0.625 par value, of the
Company.
3. Plan Administration
The Plan shall be administered by the Committee. Subject to the
other provisions of the Plan, the Committee is authorized to
determine the manner in which Awards will vest (including the
authority to determine whether, and to what extent, an Award may
vest upon retirement of a Director from the Board), to specify
other terms, provisions, and conditions of the Awards, and to do
all things necessary or desirable in connection with the
administration of the Plan. Notwithstanding the foregoing, and
subject to Section 4(c) hereof, the Committee shall not have the
authority to lower the exercise price of any outstanding Option,
nor shall the Committee have the authority to settle, cancel or
exchange any outstanding Option in consideration for the grant
of a new Award with a lower exercise price.
4. Stock Subject to the Plan
(a) Number of Shares Available Under the Plan. Subject to
subsections (b) and (c) of this Section 4, the maximum
number of shares of Stock that may be issued or
transferred pursuant to Awards under the Plan shall not
exceed 300,000 shares, and no more than 150,000 shares of
Stock may be issued or transferred pursuant to Restricted
Stock Awards. Shares of Stock that are issued as
Restricted Stock Awards or that are issuable upon exercise
of an Option shall be applied to reduce the maximum number
of shares of Stock remaining available for use under the
Plan. The shares of Stock to be delivered under the Plan
shall be made available, at the discretion of the
Committee, either from authorized but unissued shares of
Stock or from shares of Stock held by the Company as
treasury shares, including shares purchased in the open
market.
(b) Effect of Forfeitures and Terminations on Shares
Available. Any shares of Stock that are subject to a
Restricted Stock Award and which are forfeited shall be
available for reissuance under the Plan. In the event that
any Option Award hereunder lapses or otherwise terminates
prior to being fully exercised, any shares of Stock
allocable to the unexercised portion of such Award shall
be available for future Restricted Stock Awards or Options
Awards under the Plan.
(c) If:
(i) any recapitalization, reclassification, spin-off,
split-up or consolidation of Stock is effected;
(ii) the outstanding shares of Stock are exchanged, in
connection with a merger or consolidation of the
Company or a sale by the Company of all or a part of
its assets, for a different number or class of
shares of stock or other securities of the Company
or for shares of the stock or other securities of
any other corporation;
(iii) new, different or additional shares or other
securities of the Company or of another company are
received by the holders of Stock;
(iv) any distribution is made to the holders of Stock
other than a cash dividend; or
(v) any other change in capitalization or similar event
is determined by the Committee to have occurred;
then the appropriate adjustments will be made to:
(i) the number and class of shares or other securities
that may be issued or transferred pursuant to
outstanding Options or Restricted Stock Awards;
(ii) the number and class of shares or other securities
available for issuance under the Plan;
(iii) the purchase price to be paid per share under
outstanding Options; and
(iv) the number of Options to be issued under Section
7(a) hereof.
Upon the dissolution or liquidation of the Company, the
Plan shall terminate, and, except as otherwise provided
herein, all Options previously granted shall terminate on
the date of such dissolution or liquidation of the
Company; provided that a Director shall have the right to
exercise any Option held by him immediately prior to such
dissolution or liquidation to the full extent not
theretofore exercised.
Adjustments under this subsection (c) shall be made
according to the sole discretion of the Committee, and its
decision shall be binding and conclusive, subject to any
legally required approval of the Board of Directors or of
any other entity. Except as otherwise provided in this
subsection (c), the issuance by the Company of shares of
capital stock of any class or securities convertible into
shares of capital stock of any class shall not affect
Options or Restricted Stock Awards hereunder.
(d) General Adjustment Rules. No adjustment or substitution
provided for in this Section 4 shall require the Company
to issue a fractional share of Stock, and the total
substitution or adjustment with respect to each Award
shall be limited by deleting any fractional share.
5. Participation
Each Director shall receive Awards on the terms and conditions
set forth under the Plan. Each Director receiving an Award shall
enter into an agreement (an "Award Agreement") with the Company,
in such form as the Committee shall determine and which is
consistent with the provisions of the Plan. In the event of any
inconsistency between the provisions of the Plan and any such
agreement entered into hereunder, the provisions of the Plan
shall govern.
6. Restricted Stock Awards
(a) Restricted Stock Awards. Subject to Section 10 hereof,
so long as there are sufficient shares of Stock available
for issuance or transfer pursuant to Restricted Stock
Awards under the Plan:
(i) on the Restricted Stock Award Date in each year during
the term of the Plan, commencing with the Restricted Stock
Award Date in 2005, each Director who is elected or re-
elected to the Board at the annual meeting of shareholders
during such year shall automatically be granted an Award
consisting of a number of shares of Restricted Stock
determined based on the applicable Restricted Stock Award
Amount;
(ii) in addition to the grants described in subsection (i)
above, on the Restricted Stock Award Date in 2005, each
Class I Director (other than W. Keith Kennedy, Jr.) and
each Class III Director then serving on the Board shall
automatically be granted an Award consisting of a number
of shares of Restricted Stock determined based on the
applicable Restricted Stock Award Amount;
(iii) if he is serving on the Board on the Restricted
Stock Award Date in 2006, W. Keith Kennedy, Jr. shall
automatically be granted an Award consisting of a number
of shares of Restricted Stock having a value, at the time
of grant, of $65,000;
(iv) at any time upon a director's appointment to the
Board, such director shall automatically be granted an
Award consisting of a number of shares of Restricted Stock
determined based on the applicable Restricted Stock Award
Amount.
(b) Purchase Price. Directors under the Plan shall not be
required to pay any purchase price for the shares of Stock
to be acquired pursuant to a Restricted Stock Award,
unless otherwise required under applicable law or
regulations for the issuance of shares of Stock that are
nontransferable and subject to a substantial risk of
forfeiture until specific conditions are met. If so
required, the price at which shares of Stock shall be sold
to Directors under the Plan pursuant to an Award shall be
the minimum purchase price required in such law or
regulations, as determined by the Board in the exercise of
its sole discretion. The purchase price, if any, of shares
of Stock sold by the Company hereunder shall be payable by
the Director in cash or by check at the time such Award is
granted.
(c) Number of Shares Awarded. The number of shares of Stock
included in each such Restricted Stock Award shall be
determined by dividing the dollar value of such Award by
the Fair Market Value of a share of Stock as of the date
of grant. In no event shall the Company be required to
issue fractional shares. Whenever under the terms of this
Section 6(c) a fractional share of Stock would otherwise
be required to be issued, an amount in lieu thereof shall
be paid in cash based upon the Fair Market Value of such
fractional share.
(d) Forfeiture of Awards. If a Director voluntarily resigns
or is removed for cause as a Board member before the
restrictions applicable to a Restricted Stock Award lapse
pursuant to the Terms and Conditions of Restricted Stock
herein, the shares of Stock granted pursuant to such
Restricted Stock Award shall be forfeited.
(e) Restrictions. Except as otherwise provided in the Plan,
shares of Stock received pursuant to a Restricted Stock
Award may not be sold, assigned, pledged, hypothecated,
transferred or otherwise disposed of until the
restrictions applicable to such Stock have lapsed pursuant
to the Terms and Conditions of Restricted Stock herein.
(f) Terms and Conditions of Restricted Stock. Each
Restricted Stock Award granted pursuant to the Plan shall
be evidenced by a Award Agreement. The Award Agreement may
contain such terms, provisions and conditions as may be
determined by the Committee and not inconsistent with the
Plan. Restrictions on Stock covered by a Restricted Stock
Award shall lapse and be removed (and the shares of Stock
acquired by a Director pursuant to a Restricted Stock
Award shall vest) in a manner determined by the Committee
at the time the Award is granted and set forth in the
applicable Award Agreement. Restrictions may lapse and
Restricted Stock Awards vest based on either or both of
(A) the attainment of performance goals by the Company, or
(B) the continued service on the Board by the Director.
All performance-based Restricted Stock Awards will have a
minimum vesting period of one (1) year. With respect to
any shares of Restricted Stock subject to restrictions
which lapse solely based on the Director's continued
service on the Board, such restrictions shall lapse over a
vesting schedule (so long as the Director continues to
serve on the Board) no shorter in duration than three
years from the date of grant; provided, that such vesting
schedule may provide for partial or installment vesting
during such period. In addition, unless otherwise
determined by the Committee and set forth in the
applicable Award Agreement, all restrictions on Stock
covered by a Restricted Stock Award shall lapse and be
removed (and the shares of Stock acquired by a Director
pursuant to a Restricted Stock Award shall vest) upon any
of the following events:
(i) Upon the termination of a Director's service as a
board member as a result of death, disability,
failure to be nominated for election as a director
or failure to be elected by stockholders as a Board
member; or
(ii) In the event of a Change in Control.
(g) Privileges of a Stockholder. A Director shall have all
voting, dividend, liquidation and other rights with
respect to Stock received by him as a Restricted Stock
Award under this Restricted Stock Awards section, whether
or not restrictions have lapsed. However, if the Company
shall at any time pay or make any dividend or other
distribution upon the Stock payable in securities or other
property (except money), a proportionate part of such
securities or other property shall be set aside and
delivered to any Director then holding a Restricted Stock
Award upon lapse of all restrictions applicable to such
Restricted Stock Award. Prior to the time that any such
securities or other property are delivered to a Director
in accordance with the foregoing, the Director shall,
subject to the same forfeiture provisions applicable to
the Restricted Stock Award to which such securities or
other property relates, be the owner of such securities or
other property and shall have the right to vote the
securities, receive any dividends payable on such
securities and in all other respects shall be treated as
the owner. If securities or other property which have been
set aside by the Company in accordance with this Section
are not delivered to a Director because restrictions
applicable to such Restricted Stock Award do not lapse and
such Stock is forfeited, then such securities or other
property shall be forfeited to the Company and shall be
dealt with by the Company as it shall determine in its
sole discretion.
(h) Enforcement of Restrictions. The Committee shall cause
a legend to be placed on the Stock certificates issued
pursuant to each Restricted Stock Award referring to the
restrictions imposed in the Plan and, in addition, may in
its sole discretion require one or more of the following
methods of enforcing such restrictions:
(i) Requiring the Director to keep the Stock
certificates, duly endorsed, in the custody of the
Company while the restrictions remain in effect; or
(ii) Requiring that the Stock certificates, duly
endorsed, be held in the custody of a third party
while the restrictions remain in effect.
7. Option Awards
(a) Option Awards. Subject to Section 10 hereof, at any
time and from time to time during the term of the Plan and
so long as there are sufficient shares available for
issuance or transfer pursuant to Awards under the Plan,
the Committee may grant an Option to purchase shares of
Stock to any Director.
(b) Exercise Price for Options. The exercise price per
share of Stock covered by each Option shall be the Fair
Market Value of the Stock as of the date the Option is
granted. The exercise price of an Option granted under the
Plan shall be subject to adjustment as provided in Section
4(c) hereof.
(c) Term; Termination. Unless earlier terminated, each
Option shall expire ten (10) years from the date that the
Option was granted. Except as otherwise determined by the
Committee and set forth in the applicable Award Agreement,
no Option granted to a Director (to the extent otherwise
exercisable) may be exercised, and such Option shall
terminate, after the first to occur of the following
events:
(i) The expiration of three (3) months from the date the
Director ceases to serve as a director of the
Company by reason of such Director's voluntary
resignation;
(ii) The expiration of twelve (12) months from the date
the Director ceases to serve as a director of the
Company other than by reason of such Director's
voluntary resignation, removal for cause; or
(iii) The expiration of three (3) years from the date that
the Director retires from the Board; or
(iv) The removal of the Director for cause.
(d) Terms and Conditions of Options; Vesting. Each Option
granted pursuant to the Plan shall be evidenced by an
Award Agreement. The Award Agreement may contain such
terms, provisions and conditions as may be determined by
the Committee and not inconsistent with the Plan. Each
Option granted under the Plan shall vest and become
exercisable in a manner determined by the Committee at the
time the Award is granted and set forth in the applicable
Award Agreement. Vesting of Options may be based upon
either or both of (i) the attainment of performance goals
by the Company, or (ii) the continued service on the Board
by the Director. All performance-based Options will have a
minimum vesting period of one (1) year. No Option shall be
exercisable prior to vesting. Notwithstanding the
foregoing, each Option shall become immediately
exercisable as to all shares covered by such Option in the
event a Director's service as a director terminates as a
result of death, disability, failure to be nominated for
election as a director or failure to be elected by
stockholders as a Board member. Unless otherwise
determined by the Committee and set forth in the
applicable Award Agreement, each Option shall vest and
become immediately exercisable in the event of a Change in
Control.
(e) Assignability of Options. Each Option granted pursuant
to the Plan shall, during the Director's lifetime, be
exercisable only by the Director, and the Option shall not
be transferable by the Director by operation of law or
otherwise other than by will or the laws of descent and
distribution.
(f) Exercise of Options. An Option may be exercised in
whole or in part, to the extent it is then exercisable,
only by written notice to the Company at its principal
office accompanied by payment in cash or by check of the
full exercise price for the shares with respect to which
the Option, or portion thereof, is exercised. However, the
Committee may, in its discretion, (i) allow payment, in
whole or in part, through the delivery of shares of Stock
which have been owned by the Director for at least six
months, duly endorsed for transfer to the Company with a
fair market value on the date of delivery equal to the
aggregate exercise price of the Option or exercised
portion thereof; (ii) allow payment, in whole or in part,
through the surrender of shares of Stock then issuable
upon exercise of the Option having a fair market value on
the date of Option exercise equal to the aggregate
exercise price of the Option or exercised portion thereof;
(iii) allow payment, in whole or in part, through the
delivery of a notice that the Director has placed a market
sell order with a broker with respect to shares of Stock
then issuable upon exercise of the Option, and that the
broker has been directed to pay a sufficient portion of
the net proceeds of the sale to the Company in
satisfaction of the Option exercise price, provided that
the Company shall not deliver such shares until payment of
such proceeds is received by the Company; or (iv) allow
payment through any combination of the consideration
provided in the foregoing clauses (i), (ii) and (iii).
8. Rights of Directors
Nothing contained in the Plan or in any Option or Restricted
Stock Award granted under the Plan shall interfere with or limit
in any way the right of the stockholders of the Company to
remove any Director from the Board pursuant to the Certificate
of Incorporation or bylaws of the Company, nor confer upon any
Director any right to continue in the service of the Company.
9. General Restrictions
(a) Investment Representations. The Company may require any
Director to whom an Option or Restricted Stock Award is
granted, as a condition of receiving such Option or
Restricted Stock Award or exercising an Option, to give
written assurances in substance and form satisfactory to
the Company and its counsel to the effect that such person
is acquiring the Option or Stock subject to the Restricted
Stock Award or Option for his own account for investment
and not with any present intention of selling or otherwise
distributing the same, and to such other effects as the
Company deems necessary or appropriate in order to comply
with Federal and applicable state securities laws.
(b) Compliance With Securities Laws. Each Option or
Restricted Stock Award shall be subject to the requirement
that, if at any time counsel to the Company shall
determine that the listing, registration or qualification
of the shares subject to such Option or Restricted Stock
Award upon any securities exchange or under any state or
federal law, or the consent or approval of any
governmental or regulatory body, is necessary as a
condition of, or in connection with, the issuance of
shares thereunder, such Restricted Stock Award or Option
may not be accepted or exercised in whole or in part
unless such listing, registration, qualification, consent
or approval shall have been effected or obtained on
conditions acceptable to the Committee. Nothing herein
shall be deemed to require the Company to apply for or to
obtain such listing, registration or qualification.
(c) Taxes. Each Director shall make appropriate
arrangements for the satisfaction of any applicable
federal, state or local income or other tax withholding
requirements applicable to any Restricted Stock Award or
Option granted hereunder. In addition, each Director shall
provide the Company with a copy of any election, which
such Director may make under Section 83(b) of the Code
with respect to a Restricted Stock Award.
10. Plan Amendment, Modification and Termination
The Board may at any time and from time to time alter, amend,
modify, suspend or terminate the Plan in whole or in part;
provided, however, that no amendment or modification shall be
effective without stockholder approval (a) if such approval is
required by law or NYSE rules or (b) if such amendment or
modification either eliminates or revises the succeeding
proviso; and provided further, however, that the Board (or
Committee) may amend the number of shares subject to, or the
dollar value of, Awards granted pursuant to Sections 6(a) and
7(a) hereof only if it shall have received advice to such effect
from an outside compensation consultant. No amendment,
modification or termination of the Plan shall in any manner
adversely affect any Options or Restricted Stock Awards
theretofore granted under the Plan without the consent of the
Director holding such Options or Restricted Stock Awards.
11. Requirements of Law
(a) Compliance with Law. The issuance of Stock and the
payment of cash pursuant to the Plan shall be subject to
all applicable laws, rules and regulations.
(b) Rule 16b-3. Awards and transactions under the Plan are
intended to comply with all applicable conditions of Rule
16b-3 or its successors under the 1934 Act. To the extent
any provision of the Plan or action by the Board or the
Committee fails to so comply, it shall be deemed null and
void, to the extent permitted by law and deemed advisable
by the Board or the Committee. Moreover, in the event the
Plan does not include a provision required by Rule 16b-3
to be stated therein in order to qualify the Plan as a
formula plan, such provision (other than one relating to
eligibility requirements, or the price and amount of
Awards) shall be deemed automatically to be incorporated
by reference into the Plan.
(c) Governing Law. The Plan and all agreements hereunder
shall be construed in accordance with and governed by the
laws of the State of California.
12. Duration of the Plan
The Plan shall terminate ten years after the date the Plan is
first approved by stockholders of the Company or at such earlier
time as may be determined by the Board, and no Option Awards or
Restricted Stock Awards shall be granted after such termination.