Exhibit 10.1
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, Company has adopted the Con-way 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, the Company hereby grants to Recipient this Restricted Stock
Award upon the following terms and conditions:
1. Restricted Stock Award. As of the date of this Agreement (the "Grant
Date"), Company has issued to Recipient [_____] shares of its Common
Stock (hereinafter called the "Stock") as a 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 the
Award 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 5. 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. 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 subject to restrictions
imposed pursuant to this Paragraph 2, such shares of Stock 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 subject to the limitations on
transferability set forth in Section 6(e) of the Plan, except that
the committee referred to in paragraph 12 may, in its discretion, (i)
pursuant to rules adopted by such committee, permit transfer(s) of
Restricted Securities in connection with Recipient's estate planning,
and (ii) permit transfers upon divorce or marital dissolution.
(c) 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 5
below.
(d) Stock Evidenced by Certificate. If the Company issues stock
certificates in accordance with Paragraph 1(a) 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. 2003 Equity Incentive Plan for Non-Employee Directors
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.
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 shall vest on such date.
(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
12, in its sole discretion.
(d) If the Recipient is serving as a member of the Board when he
attains the age of 72 years, then all shares of Stock shall vest upon
the Recipient reaching age 72.
(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 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.
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 handled by the Company 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 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
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, issued by the Company pursuant to Paragraph 1(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. 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. 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.
6. 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.
7. Distributions. Company shall transmit to Transfer Agent for the
account of Recipient all dividends, interest and other distributions
paid or made with respect to Restricted Securities and Additional
Securities. Transfer Agent 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.
8. 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.
9. 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, Suite 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 9.
10.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.
11.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.
12.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.
13.Governing Law. The interpretation, performance and enforcement of
this Agreement shall be governed by the laws of the State of
Delaware.
14.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
Senior Vice President, General
Counsel and Secretary
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]