EXHIBIT 99.2
CON-WAY INC.
RESTRICTED STOCK AWARD AGREEMENT
(Service Based Vesting)
THIS AGREEMENT, granted on the [___] day of [_______], 20[__], by Con-way
Inc., a Delaware corporation (hereinafter called "Company"), to [First Name]
[Last Name] (hereinafter called "Recipient").
WITNESSETH:
WHEREAS, the Company has adopted the Con-way Inc. 2006 Equity and Incentive
Plan, as amended from time to time (as so amended, the "Plan"), which Plan is
incorporated into this Agreement by reference;
WHEREAS, the Company encourages its executive officers 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, 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 executive
officers; and
WHEREAS, the Company has determined that it would be to the advantage and
interest of the Company and its stockholders to issue to Recipient the
restricted stock provided for in this Agreement as an incentive for increased
efforts and successful achievements;
NOW, THEREFORE, the Company hereby grants to Recipient this Restricted Stock
Award upon the following terms and conditions:
1. Defined Terms. Except as otherwise indicated herein, all capitalized
terms used in this Agreement without definition shall have the meanings
given to such terms in the Plan.
2. Restricted Stock Award. As of the date of this Agreement (the "Grant
Date"), the Company has issued to Recipient ____________________ shares
of its Common Stock (hereinafter called the "Stock") as a restricted
stock award ("Restricted Stock Award"). The Company may at its election
either (a) after the Grant Date, issue a certificate representing the
Stock subject to this Agreement and place a legend on and stop transfer
notice describing the restrictions on and forfeitability of such Stock,
in which case the Company may retain such certificates or deliver such
certificates to its designated agent unless and until the Stock
represented by such certificate has vested and may cancel such
certificate if and to the extent that the Stock is forfeited or
otherwise required to be transferred back to the Company, or (b) not
issue any certificate representing Stock subject to this Agreement and
instead document Recipient' s interest in the Stock by notifying the
Company's transfer agent ("Transfer Agent") and requesting that the
Transfer Agent hold the Stock in book entry form in Recipient's name
with the applicable restrictions noted in the book entry system. Book
entry adjustments shall be made as specified in Paragraph 6.
Subject to Paragraphs 3, 4 and 5 below, Recipient shall have all rights
of a stockholder with respect to shares of Stock issued hereunder,
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. 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.
3. Restrictions. Until such time as a share of Stock vests or is forfeited
in accordance with Paragraph 4 below, such share shall be classified as
a "Restricted Security" and shall be subject to the following:
(a) All Restricted Securities shall be subject to the limitations on
transferability set forth in Section 16(a) of the Plan, except that
the Committee may, in its discretion, (i) pursuant to rules adopted
by the Committee, permit transfer(s) of Restricted Securities in
connection with Recipient's estate planning, and (ii) permit
transfers upon divorce or marital dissolution.
(b) Stocks Held in Book Entry Form. Upon vesting of any shares of
Stock held by Transfer Agent in book entry form, the Company shall
notify Transfer Agent of such vesting and Transfer Agent shall make
all necessary book entry adjustments in accordance with Paragraph 6
below.
(c) Stock Evidenced by Certificate. If the Company issues stock
certificates in accordance with Paragraph 2 above, such Restricted
Securities shall be evidenced by one or more certificates which
bear the following legend:
"These shares are subject to the restrictions enumerated in the
Con-way Inc. 2006 Equity and Incentive Plan and in the Restricted
Stock Award Agreement dated as of [______ __, 20__] between Con-way
Inc. and the registered holder of these shares."
Upon vesting of any shares of Stock evidenced by stock
certificates, the Company shall cause new stock certificates to be
issued to evidence the Stock. In such case, 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 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 the Company or its designated agent.
(d) All distributions on or in respect of any Restricted Securities
(including dividends on any Restricted Securities, whether payable
in cash, stock or other property) shall be subject to the
provisions of Paragraph 5 below.
4. Vesting; Forfeiture.
(a) Subject to subparagraph (b) of this Paragraph 4, all shares of
Stock shall vest on [_______ __, 20__], provided that Recipient has
been an active full-time employee of the Company, a Subsidiary, or
an Affiliate at all times during the period from the date of this
Agreement until such date.
(b) All shares of Stock (if any) which have not vested shall vest upon
the earliest to occur of the following, provided that Recipient has
been an active full-time employee of the Company, a Subsidiary or
an Affiliate at all times during the period from the date of this
Agreement until the date of such occurrence:
(1) Recipient's death;
(2) Termination of Recipient's employment with the Company, a
Subsidiary or an Affiliate as a result of a Disability; or
(3) Upon a "Change in Control" (as defined in the Plan) applicable
to Recipient (whether or not Recipient remains an employee of
the Company, a Subsidiary or Affiliate following such Change
in Control).
As used herein, "Disability" means a substantial mental or physical
disability, as determined by the Committee in its sole discretion.
(c) A pro rata portion of all shares of Stock which have not
vested shall vest upon Recipient's Normal Retirement. Such pro
rata portion shall equal the number of unvested shares of Stock,
multiplied by a fraction, the numerator of which is the number of
full months elapsing from the Grant Date to the date of Recipient's
Normal Retirement, and the denominator of which is 36. "Normal
Retirement" means retirement on or after age 65 (Normal Retirement
Date) or after attaining age 55 with combined age in whole or
partial years (rounded to the nearest whole month) plus years of
service (as defined in a retirement plan of the Company, a
Subsidiary or an Affiliate applicable to Recipient) equal to at
least 85 (the Rule of 85).
(d) All shares of Stock (if any) which have not vested shall be
automatically, immediately and irrevocably forfeited if Recipient
ceases to be an active full-time employee of the Company, a
Subsidiary or an Affiliate for any reason other than as a result of
an occurrence described in subparagraphs (b) or (c) above. Upon
forfeiture of any shares of Stock, all right, title and interest of
Recipient in such Stock, and in any distributions contemplated by
Paragraph 5 (other than cash dividends received by Recipient
pursuant to Paragraph 5 prior to such forfeiture), shall thereupon
cease; and all right, title and interest in and to such Stock and
distributions shall vest in the Company, with no compensation or
consideration to Recipient.
5. Distributions on Restricted Securities.
(a) Any securities or other property (other than cash) received as the
result of ownership of Restricted Securities ("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 handled by
the Company in the same manner and subject to the same restrictions
as the Restricted Securities with respect to which they were
issued. Recipient shall be entitled to direct the Company or its
designated agent 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 the Company or its
designated agent to sell any such warrant or option, in which case
the proceeds shall be held in accordance with the provisions of
subparagraph (b) below.
In the event any Restricted Securities or Additional Securities
consist of a security that is 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 constitute Additional
Securities. In the event of any change in certificates evidencing
Restricted Securities or Additional Securities, issued by the
Company pursuant to Paragraph 2(a) above, by reason of any
recapitalization, reorganization or other transaction which results
in the creation of Additional Securities, the Company may take any
actions it determines appropriate to reflect the changes to such
Restricted Securities or Additional Securities which shall be
deemed to be Additional Securities.
(b) All cash dividends payable in respect of any Restricted Securities
shall be paid to Recipient on the dividend payment date on which
such cash dividends are paid to other registered holders of the
Company's Common Stock. The Company shall handle all distributions,
other than cash dividends on the Restricted Securities, paid or
made in cash with respect to Restricted Securities and Additional
Securities ("Cash Distributions") in accordance with subparagraph
(a) above.
6. Book Entry Adjustments. The Transfer Agent shall maintain a book entry
account (the "Account") to indicate the number of Restricted Securities
and Additional Securities held thereunder (the "Book-Entry Shares") and,
upon notification by the Company, shall make book entry adjustments to
reflect releases of Book-Entry Shares to Recipient pursuant to the terms
of this Agreement. When Book-Entry Shares are to be transferred to
Recipient, the Transfer Agent shall, unless the Company requests that
such shares be evidenced by certificates, make appropriate book entry
adjustments to the accounts maintained by the Transfer Agent on behalf
of Recipient. The Transfer Agent shall advise the Company and Recipient
in writing of changes to the Account, and the Transfer Agent shall make
the information contained in the Account, as it may be updated from time
to time, available for inspection by the Company and Recipient upon
their reasonable request.
7. Taxes.
(a) Recipient agrees to make appropriate arrangements for the
satisfaction of any applicable federal, state or local income,
employment or other tax withholding requirements (collectively, the
"Taxes") applicable to the receipt of Stock hereunder upon the
lapse of restrictions with respect thereto or upon the exercise of
an election by Recipient under Section 83(b) of the Internal
Revenue Code.
(b) Upon demand, Recipient shall promptly pay to the Company the amount
of all applicable Taxes that the Company is required to withhold
and pay on behalf of Recipient with respect to the shares of Stock
issued hereunder. At its discretion, the Company may withhold any
distribution under this Agreement in whole or in part until such
payment is made to the Company. In lieu thereof, the Company or an
Affiliate may withhold such amounts as are necessary to pay such
Taxes from any fees, salary, bonus or other amounts payable by the
Company or an Affiliate to Recipient, or the Company may withhold a
number of shares of Stock having a market value not exceeding the
amount of such Taxes and cancel (in whole or in part) any such
shares in order to satisfy the payment of such Taxes.
Alternatively, the Recipient may elect to have the Company withhold
a number of shares of Stock having a market value not exceeding the
amount of such Taxes. In determining the market value of shares of
Stock for purposes of paying Taxes pursuant to this subparagraph
(b), the Company shall use (i) in the case of Taxes arising as a
result of the lapse of restrictions with respect to shares of
Stock, the closing price of a share of Stock on the New York Stock
Exchange on the date that such restrictions lapse, and (ii) in the
case of Taxes arising as a result of a timely and valid exercise by
Recipient of an election under Section 83(b) of the Internal
Revenue Code, the closing price of a share of Stock on the New York
Stock Exchange on the date of issuance of the shares of Stock
subject to such election. In the event that shares of the Stock
issuable hereunder are withheld by the Company to satisfy
Recipient's tax liability, no shares of Stock shall be withheld
with a value exceeding the minimum amount of tax required to be
withheld by law.
8. Committee Decisions Conclusive. All decisions of the Committee upon any
question arising under the Plan or under this Agreement shall be final
and binding on all parties (except for any change occurring pursuant to
the claims procedures set forth in Section 15 of the Plan).
9. No Right to Continued Employment, etc. Nothing in this Agreement, the
Restricted Stock Award granted hereunder or any other agreement entered
into pursuant hereto (i) shall confer upon Recipient the right to
continue in the employ of the Company, any Subsidiary or any Affiliate
or to be entitled to any remuneration or benefits not set forth herein
or in any such other agreement or (ii) interfere with or limit in any
way the right of the Company or any such Subsidiary or Affiliate to
terminate Recipient's employment.
10. 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: Con-way Inc., 2855 Campus Drive, Ste 300, San Mateo, CA 94403
Attn.: Corporate Secretary
Recipient:At Recipient's home address as it appears most recently in the
books and records of the Company
Any party may designate another address for receipt of notices so long
as notice is given in accordance with this Paragraph 10.
11. Amendment; Modification. This Agreement may not be modified or amended,
except for a unilateral amendment by the Company that does not
materially adversely affect the rights of Recipient under this
Agreement. No party to this Agreement may unilaterally waive any
provision hereof except in writing. Any such modification, amendment or
waiver signed by, or binding upon, Recipient, shall be valid and binding
upon any and all persons or entities who may, at any time, have or claim
any rights under or pursuant to this Agreement.
12. Severability. If any provision of this Agreement shall be invalid or
unenforceable, such invalidity or unenforceability shall attach only to
such provision and shall not in any manner affect or render invalid or
unenforceable any other severable provision of this Agreement, and this
Agreement shall be carried out as if such invalid or unenforceable
provision were not contained herein.
13. Successors. Except as otherwise expressly provided herein, 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.
14. Governing Law. The interpretation and enforcement of this Agreement
shall be governed by the internal laws of the State of Delaware without
regard to principles of conflicts of laws.
15. Counterparts. This Agreement may be executed in counterparts, all of
which taken together shall be deemed one original.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.
CON-WAY INC.
By: ___________________________________
Jennifer W. Pileggi
Sr VP General Counsel & Secretary
2855 Campus Drive, Suite 300
San Mateo, CA 94403
Acknowledgements: The undersigned Recipient acknowledges receipt of, and
understands and agrees to, the terms and conditions of this Restricted Stock
Award Agreement and the Plan. Recipient further acknowledges that as of the
date set forth herein, this Restricted Stock Award Agreement and the Plan set
forth the entire understanding between Recipient and the Company regarding
the acquisition of stock in the Company under the Plan and supersede all
prior oral and written agreements on this subject.
RECIPIENT
By: _________________________
Name
[Address]
[Address]