Exhibit 10.12
TREDEGAR INDUSTRIES, INC.
DIRECTORS' STOCK PLAN
TABLE OF CONTENTS
ARTICLE I DEFINITIONS..........................................................1
1.01. Affiliate.......................................................1
1.02. Agreement.......................................................1
1.03. Board...........................................................1
1.04. Code............................................................1
1.05. Committee.......................................................1
1.06. Common Stock....................................................1
1.07. Company.........................................................1
1.08. Fair Market Value...............................................1
1.09. Option..........................................................2
1.10. Participant.....................................................2
1.11. Plan............................................................2
1.12. Stock Award.....................................................2
ARTICLE II PURPOSES............................................................2
ARTICLE III ADMINISTRATION.....................................................2
ARTICLE IV ELIGIBILITY.........................................................3
ARTICLE V STOCK SUBJECT TO PLAN................................................3
5.01. Shares Issued...................................................3
5.02. Aggregate Limit.................................................4
5.03. Reallocation of Shares..........................................4
ARTICLE VI OPTIONS.............................................................4
6.01. Award...........................................................4
6.02. Option Price....................................................4
6.03. Maximum Option Period...........................................4
6.04. Nontransferability..............................................4
6.05. Transferable Options............................................5
6.06. Director Status.................................................5
6.07. Exercise........................................................5
6.08. Payment.........................................................5
6.09. Shareholder Rights..............................................6
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ARTICLE VII STOCK AWARDS.......................................................6
7.01. Award...........................................................6
7.02. Vesting.........................................................6
7.03. Director Status.................................................6
7.04. Shareholder Rights..............................................6
ARTICLE VIII ADJUSTMENT UPON CHANGE IN COMMON STOCK............................7
ARTICLE IX COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES...............7
ARTICLE X GENERAL PROVISIONS...................................................8
10.01. Effect on Service..............................................8
10.02. Unfunded Plan..................................................8
10.03. Rules of Construction..........................................8
ARTICLE XI AMENDMENT...........................................................9
ARTICLE XII DURATION OF PLAN...................................................9
ARTICLE XIII EFFECTIVE DATE OF PLAN............................................9
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ARTICLE I
DEFINITIONS
1.01. Affiliate
Affiliate means any "subsidiary" or "parent" corporation (within the
meaning of Section 424 of the Code) of the Corporation.
1.02. Agreement
Agreement means a written agreement (including any amendment or
supplement thereto) between the Company and a Participant specifying the terms
and conditions of an Option or Stock Award granted to such Participant.
1.03. Board
Board means the Board of Directors of the Company.
1.04. Code
Code means the Internal Revenue Code of 1986, and any amendments
thereto.
1.05. Committee
Committee means the Executive Committee of the Board.
1.06. Common Stock
Common Stock means the common stock of the Company.
1.07. Company
Company means Tredegar Industries, Inc.
1.08. Fair Market Value
Fair Market Value means, on any given date, the closing price of a
share of Common Stock as reported on the New York Stock Exchange composite tape
on such date, or if the Common Stock was not traded on the New York Stock
Exchange on such day, then on the next preceding day that the Common Stock was
traded on such exchange, all as reported by such source as the Committee may
select.
1.09. Option
Option means a stock option that entitles the holder to purchase from
the Company a stated number of shares of Common Stock at the price set forth in
an Agreement.
1.10. Participant
Participant means a member of the Board who is not an employee of the
Company or an Affiliate of the Company, who is selected to receive an Option, a
Stock Award, or both.
1.11. Plan
Plan means the Tredegar Industries, Inc. Directors' Stock Plan.
1.12. Stock Award
Stock Award means Common Stock awarded to a Participant under Article
VII.
ARTICLE II
PURPOSES
The Plan is intended to assist the Company in recruiting and retaining
as members of the Board individuals with ability and initiative by enabling such
persons to participate in the future success of the Company and to associate
their interests with those of the Company and its shareholders. The Plan is
intended to permit the grant of Options and Stock Awards. The proceeds received
by the Company from the sale of Common Stock pursuant to this Plan shall be used
for general corporate purposes.
ARTICLE III
ADMINISTRATION
The Plan shall be administered by the Committee; provided, however,
that all awards under the Plan shall be subject to the final approval of the
Board. Subject to the preceding sentence, the Committee shall have authority to
grant Options and Stock Awards upon such terms (not inconsistent with the
provisions of this Plan), as the Committee may consider appropriate. Such terms
may include conditions (in addition to those contained in this Plan), on the
exercisability of all or any part of an Option or on the vesting or
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transferability or both of Stock Awards. Notwithstanding any such conditions,
the Committee may, in its discretion (but subject to the approval of the Board),
accelerate the time at which any Option may be exercised or the time at which
any Stock Award may become nonforfeitable, exercisable, or both. In addition,
the Committee shall have complete authority to interpret all provisions of this
Plan; to prescribe the form of Agreements; to adopt, amend, and rescind rules
and regulations pertaining to the administration of the Plan; and to make all
other determinations necessary or advisable for the administration of this Plan.
The express grant in the Plan of any specific power to the Committee shall not
be construed as limiting any power or authority of the Committee (other than the
requirement that all awards under the Plan must be approved by the Board). Any
decision made, or action taken, by the Committee or the Board or in connection
with the administration of this Plan shall be final and conclusive. No member of
the Committee or the Board shall be liable for any act done in good faith with
respect to this Plan or any Agreement, Option or Stock Award. All expenses of
administering this Plan shall be borne by the Company.
ARTICLE IV
ELIGIBILITY
Any member of the Board who is not an employee of the Company or an
Affiliate (including a corporation that becomes an Affiliate after the adoption
of this Plan), is eligible to participate in this Plan if the Committee, with
the approval of the Board, determines that such person has contributed
significantly or can be expected to contribute significantly to the profits or
growth of the Company.
ARTICLE V
STOCK SUBJECT TO PLAN
5.01. Shares Issued.
Upon the award of shares of Common Stock pursuant to a Stock Award the
Company may issue shares of Common Stock from its authorized but unissued Common
Stock. Upon the exercise of any Option the Company may deliver to the
Participant (or the Participant's broker if the Participant so directs), shares
of Common Stock from its authorized but unissued Common Stock.
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5.02. Aggregate Limit.
The maximum aggregate number of shares of Common Stock that may be
issued under this Plan pursuant to the exercise of Options and the grant of
Stock Awards is 15,000 shares. The maximum aggregate number of shares that may
be issued under this Plan shall be subject to adjustment as provided in Article
VIII.
5.03. Reallocation of Shares.
If an Option is terminated, in whole or in part, for any reason other
than its exercise, the number of shares of Common Stock allocated to the Option
or portion thereof may be reallocated to other Options and Stock Awards to be
granted under this Plan. If a Stock Award is forfeited, in whole or in part, the
number of shares of Common Stock allocated to the Stock Award or portion thereof
may be reallocated to other Options and Stock Awards to be granted under this
Plan.
ARTICLE VI
OPTIONS
6.01. Award.
In accordance with the provisions of Article IV, the Committee, subject
to the approval of the Board, will designate each individual to whom an Option
is to be granted.
6.02. Option Price.
The price per share for Common Stock purchased on the exercise of an
Option shall be determined by the Committee on the date of grant, subject to the
approval of the Board, but shall not be less than the Fair Market Value on the
date the Option is granted.
6.03. Maximum Option Period
The maximum period in which an Option may be exercised shall be
determined by the Committee on the date of grant, subject to the approval of the
Board, except that no Option shall be exercisable after the expiration of ten
years from the date such Option was granted.
6.04. Nontransferability.
Except as provided in Section 6.05, each Option granted under this Plan
shall be nontransferable except by will or by the laws of descent and
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distribution. Except as provided in Section 6.05, during the lifetime of the
Participant to whom the Option is granted, the Option may be exercised only by
the Participant. No right or interest of a Participant in any Option shall be
liable for, or subject to, any lien, obligation, or liability of such
Participant.
6.05. Transferable Options.
Section 6.04 to the contrary notwithstanding, if the Agreement
provides, an Option may be transferred by a Participant to the Participant's
children, grandchildren, spouse, one or more trusts for the benefit of such
family members or a partnership in which such family members are the only
partners, on such terms and conditions as may be permitted under Securities
Exchange Commission Rule 16b-3 as in effect from time to time. The holder of an
Option transferred pursuant to this section shall be bound by the same terms and
conditions that governed the Option during the period that it was held by the
Participant; provided, however, that such transferee may not transfer the Option
except by will or the laws of descent and distribution.
6.06. Director Status.
In the event that the terms of any Option provide that it may be
exercised only during a Participant's service on the Board or within a specified
period of time thereafter, the Committee may decide to what extent leaves of
absence for governmental or military service, illness, temporary disability, or
other reasons shall not be deemed interruptions of continuous service.
6.07. Exercise.
Subject to the provisions of this Plan and the applicable Agreement, an
Option may be exercised in whole at any time or in part from time to time at
such times and in compliance with such requirements as the Committee, with the
approval of the Board, shall determine. An Option granted under this Plan may be
exercised with respect to any number of whole shares less than the full number
for which the Option could be exercised. A partial exercise of an Option shall
not affect the right to exercise the Option from time to time in accordance with
this Plan and the applicable Agreement with respect to the remaining shares
subject to the Option.
6.08. Payment.
Unless otherwise provided by the Agreement, payment of the Option price
shall be made in cash or a cash equivalent. If the Agreement provides, payment
of all or part of the Option price may be made by surrendering shares of Common
Stock to the Company. If Common Stock is used to pay all or part of the Option
price, the sum of the cash and cash equivalent and the Fair Market Value
(determined as of the day preceding the date of exercise) of the shares
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surrendered must not be less than the Option price of the shares for which the
Option is being exercised.
6.09. Shareholder Rights.
No Participant shall have any rights as a shareholder with respect to
shares subject to his Option until the date of exercise of such Option.
ARTICLE VII
STOCK AWARDS
7.01. Award.
In accordance with the provisions of Article IV, the Committee, subject
to the approval of the Board, will designate each individual to whom a Stock
Award is to be made and the number of shares of Common Stock subject to the
Stock Award.
7.02. Vesting.
The Committee on the date of the award, subject to the approval of the
Board, may prescribe that a Participant's rights in a Stock Award shall be
forfeitable or otherwise restricted for a period of time or subject to such
conditions as may be set forth in the Agreement.
7.03. Director Status.
In the event that the terms of any Stock Award provide that shares may
become transferable and nonforfeitable thereunder only after completion of a
specified period of service on the Board, the Committee may decide in each case
to what extent leaves of absence for governmental or military service, illness,
temporary disability, or other reasons shall not be deemed interruptions of
continuous service.
7.04. Shareholder Rights
Prior to their forfeiture (in accordance with the applicable Agreement
and while the shares of Common Stock granted pursuant to the Stock Award may be
forfeited or are nontransferable), a Participant will have all rights of a
shareholder with respect to a Stock Award, including the right to receive
dividends and vote the shares; provided, however, that during such period (i) a
Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise
dispose of shares of Common Stock granted pursuant to a Stock Award, and (ii)
the Company shall retain custody of the certificates evidencing shares of Common
Stock granted pursuant to a Stock Award, and (iii) the Participant will deliver
to the Company a stock power, endorsed in blank, with respect to each Stock
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Award. The limitations set forth in the preceding sentence shall not apply after
the shares of Common Stock granted under the Stock Award are transferable and
are no longer forfeitable.
ARTICLE VIII
ADJUSTMENT UPON CHANGE IN COMMON STOCK
The maximum number of shares as to which Options and Stock Awards may
be granted under this Plan and the terms of outstanding Options and Stock Awards
shall be adjusted as the Board shall determine to be equitably required in the
event that (a) the Company (i) effects one or more stock dividends, stock
split-ups, subdivisions or consolidations of shares or (ii) engages in a
transaction to which Section 424 of the Code applies or (b) there occurs any
other event which, in the judgment of the Board necessitates such action. Any
determination made under this Article VIII by the Board shall be final and
conclusive.
The issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or property,
or for labor or services, either upon direct sale or upon the exercise of rights
or warrants to subscribe therefor, or upon conversion of shares or obligations
of the Company convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
maximum number of shares as to which Options and Stock Awards may be granted or
the terms of outstanding Options and Stock Awards.
ARTICLE IX
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
No Option shall be exercisable, no Common Stock shall be issued, no
certificates for shares of Common Stock shall be delivered, and no payment shall
be made under this Plan except in compliance with all applicable federal and
state laws and regulations (including, without limitation, withholding tax
requirements), any listing agreement to which the Company is a party, and the
rules of all domestic stock exchanges on which the Company's shares may be
listed. The Company shall have the right to rely on an opinion of its counsel as
to such compliance. Any share certificate issued to evidence Common Stock when
an Option is exercised or a Stock Award is granted may bear such legends and
statements as the Committee may deem advisable to assure compliance with federal
and state laws and regulations. No Option shall be exercisable, no Common Stock
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shall be issued, no certificate for shares shall be delivered, and no payment
shall be made under this Plan until the Company has obtained such consent or
approval as the Committee may deem advisable from regulatory bodies having
jurisdiction over such matters.
ARTICLE X
GENERAL PROVISIONS
10.01. Effect on Service.
Neither the adoption of this Plan, its operation, nor any documents
describing or referring to this Plan (or any part thereof), shall confer upon
any individual any right to continue in the service of the Company or in any way
affect any right and power of the Company to terminate the service of any
individual at any time with or without assigning a reason therefor.
10.02. Unfunded Plan.
The Plan, insofar as it provides for grants, shall be unfunded, and the
Company shall not be required to segregate any assets that may at any time be
represented by grants under this Plan. Any liability of the Company to any
person with respect to any grant under this Plan shall be based solely upon any
contractual obligations that may be created pursuant to this Plan. No such
obligation of the Company shall be deemed to be secured by any pledge of, or
other encumbrance on, any property of the Company.
10.03. Rules of Construction.
Headings are given to the articles and sections of this Plan solely as
a convenience to facilitate reference. The reference to any statute, regulation,
or other provision of law shall be construed to refer to any amendment to or
successor of such provision of law.
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ARTICLE XI
AMENDMENT
The Board may amend or terminate this Plan from time to time; provided,
however, that no amendment may become effective until shareholder approval is
obtained if (i) the amendment increases the aggregate number of shares of Common
Stock that may be issued under the Plan (other than an adjustment pursuant to
Article VIII) or (ii) the amendment changes the class of individuals eligible to
become Participants. No amendment shall, without a Participant's consent,
adversely affect any rights of such Participant under any Option or Stock Award
outstanding at the time such amendment is made.
ARTICLE XII
DURATION OF PLAN
No Option or Stock Award may be granted under this Plan after February
24, 2008. Options and Stock Awards granted before that date shall remain valid
in accordance with their terms.
ARTICLE XIII
EFFECTIVE DATE OF PLAN
Options may be granted under this Plan upon its adoption by the Board,
provided that no Option shall be effective or exercisable unless this Plan is
approved by a majority of the votes cast by the Company's shareholders, voting
either in person or by proxy, at a duly held shareholders' meeting at which a
quorum is present. Stock Awards may be granted under this Plan upon its approval
by the company's shareholders in accordance with the preceding sentence.
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