EXHIBIT 10(S)
STOCK-ONLY STOCK APPRECIATION RIGHT AWARD CERTIFICATE
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Award Number: Award Date:
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Expiration Date: Number of Stock-Only
-------------------- Stock Appreciation Rights:
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Fair Market Value of a Share 1st Tranche Vesting Date:
Exercise Price (the "Exercise ---------------
Price"): 2nd Tranche Vesting Date:
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3rd Tranche Vesting Dare:
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THIS CERTIFIES THAT P. H. Glatfelter Company, a Pennsylvania corporation
(the "Company"), has on the Award Date specified above granted to
[FIRST_NAME] [LAST_NAME]
(the "Participant") an award (the "Award") to receive that number of
Stock-Only Stock Appreciation Rights ("SOSARs") indicated above in the box
labeled "Number of Stock-Only Stock Appreciation Rights," each SOSAR
representing the right to receive a payment of Shares having a Fair Market Value
equal to the amount of appreciation, if any, in the Fair Market Value of one
share of Common Stock from the date of grant of a SOSAR to the date of its
exercise, subject to certain restrictions and on the terms and conditions
contained in this Award Certificate and the Company's 2005 Long-Term Incentive
Plan (the "Plan"). In the event of any conflict between the terms of the Plan
and this Award Certificate, the terms of the Plan will prevail. Any capitalized
terms not defined herein will have the meaning set forth in the Plan.
* * * *
1. Rights of the Participant with Respect to the Stock-Only Stock Appreciation
Rights.
(a) No Shareholder Rights. The SOSARs granted pursuant to the Plan do not
and will not entitle the Participant to any rights of a holder of Common
Stock. The rights of the Participant with respect to the SOSARs will remain
forfeitable at all times prior to the date on which such rights become
vested, in accordance with Sections 2, 3 or 4.
(b) Expiration of Stock-Only Stock Appreciation Rights. Each SOSAR was
granted on Award Date indicated above and will expire on Expiration Date
indicated above (based on a ten-year expiration term). Notwithstanding
Section 4, no SOSAR will be exercisable after the Expiration Date.
2. Vesting. One-third (1/3) of the total amount of SOSARs awarded will vest
and become exercisable on the first, second and third anniversaries of the Award
Date if the Participant remains continuously employed by the Company or any of
its subsidiaries until the respective vesting dates. In the event that the
vesting schedule set forth above yields a fractional number of SOSARs, the
number of SOSARs subject to vesting in any given year will be rounded down to
the nearest number of SOSARs.
3. Early Vesting Upon Change in Control. Notwithstanding the other vesting
provisions contained in Section 2, but subject to the other terms and conditions
set forth herein, in the event of a Change in Control, all of the SOSARs will
become immediately and unconditionally vested.
4. Forfeiture or Early Vesting Upon Termination of Employment.
(a) Termination of Employment for Cause. If the Company or any of its
subsidiaries terminates the Participant's employment for Cause, then all
outstanding SOSARs, whether vested or unvested, will be immediately and
irrevocably forfeited.
(b) Death, Disability or Retirement. Upon the death, Disability or
Retirement of a Participant while employed by the Company or any of its
subsidiaries, then an amount of unvested SOSARs shall vest equal to a
percentage, the numerator of which equals the number of days that have
elapsed as of the date of death or Retirement or the date on which such
Disability commenced (such date to be determined by the Compensation
Committee in its sole discretion) in the vesting restriction period for
each 1/3 tranche, and the denominator of which equals the total number of
days in each such vesting restriction period and all vested SOSARs will be
exercisable for three years from the date of such death, Disability or
Retirement. In the event that the vesting set forth above yields a
fractional number of SOSARs, the number of SOSARs subject to vesting in any
given year will be rounded down to the nearest number of SOSARs. All
unvested SOSARs (after giving effect to the foregoing sentence) on the date
of such death, Disability or Retirement will be immediately and irrevocably
forfeited.
(c) Other Termination. If a Participant ceases to be an employee of the
Company or any of its subsidiaries for reasons other than death,
Disability, Retirement or involuntary Termination for Cause (an "Other
Termination"), then, for a period of ninety days following such Other
Termination, the Participant may exercise any SOSARs that vested prior to
such Other Termination. All unvested SOSARs on the date such Other
Termination will be immediately and irrevocably forfeited.
5. Exercise of Stock-Only Stock Appreciation Rights. Any SOSAR may be
exercised at any time during the period commencing with the first date such
SOSAR has vested under the vesting schedule set forth in Section 2 above, or as
otherwise provided for in Sections 3 and 4 above, and ending on the Expiration
Date, or as otherwise provided in Section 4 above (the "SOSAR Term"). A
Participant may exercise the SOSAR for all or part of the number of Shares which
he or she is eligible to exercise under the terms of the SOSAR. Upon exercise of
a vested SOSAR, the Participant will receive Shares having a Fair Market Value
equal to the excess, if
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any, of the Fair Market Value of a Share on the date of exercise over amount
indicated above in the box labeled "Exercise Price."
6. Method of Exercise. SOSARs may be exercised by delivering written notice to
the Company during the SOSAR Term which notice must state the Participant's
election to exercise the SOSARs, the number of SOSARs being exercised and such
other representations and agreements as to the Participant's investment intent
with respect to such SOSARs as may be required pursuant to the provisions of the
Plan. The written notice must be signed by the Participant, or, in the event of
the exercise of a SAR following the death of the Participant pursuant to Section
4, by the legal representative of the Participant's estate.
7. Delivery of Shares. Upon the exercise of a SOSAR, the Company will issue or
deliver to the Participant certificates for the number of Shares the Participant
is entitled to receive under the terms of this Award Certificate as soon as
practicable; and, when possible, in the same calendar year. The Company will not
deliver any fractional share of Common Stock but will instead round down to the
next full number the amount of Shares to be delivered.
8. Restriction on Transfer. No SOSARs will be transferable by the Participant
otherwise than by will or by the laws of descent and distribution, to the extent
consistent with the terms of the Plan and the Award Certificate, and all SOSARs
will be exercisable, during the Participant's lifetime, only by the Participant.
9. Tax Matters.
(a) In order to comply with all applicable federal, state and local tax
laws or regulations, the Company may take such actions as it deems
appropriate to ensure that all applicable federal, state and local payroll,
withholding, income or other taxes are withheld or collected from the
Participant.
(b) In accordance with the terms of the Plan, and such rules as may be
adopted by the Committee under the Plan, the Participant may elect to
satisfy the Participant's federal, state and local tax withholding
obligations arising from the receipt of or the vesting of the SOSARs, by
(i) delivering cash, check or money order payable to the Company, or (ii)
having the Company withhold a portion of the Shares otherwise to be
delivered having a Fair Market Value equal to the amount of such taxes. The
Participant's election must be made on or before the date that any such
withholding obligation with respect to the SOSARs arises. If the
Participant fails to timely make such an election, the Company will have
the right to withhold a portion of the Shares otherwise to be delivered
having a Fair Market Value equal to the amount of such taxes.
10. Miscellaneous.
(a) The Plan does not confer on the Participant any right with respect to
the continuance of any relationship with the Company or its subsidiaries,
nor will it interfere in any way with the right of the Company to terminate
such relationship at any time.
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(b) The Company will not be required to deliver any Shares upon exercise of
any SOSARs until the requirements of any federal or state securities laws,
rules or regulations or other laws or rules (including the rules of any
securities exchange) as may be determined by the Company to be applicable
are satisfied.
(c) An original record of the Award and all the terms thereof, executed by
the Company, will be held on file by the Company. To the extent there is
any conflict between the terms contained in the Award Certificate and the
terms contained in the original record held by the Company, the terms of
the original record held by the Company will control.
11. Certain Definitions.
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Cause" shall mean (i) an act or acts of personal dishonesty taken by
the Participant and intended to result in substantial personal enrichment
of the Participant at the expense of the Company, (ii) the Participant's
willful, deliberate and continued failure to substantially perform for the
Company the normal material duties related to Participant's job position
which are not remedied in a reasonable period of time after receipt of
written notice from the Company, (iii) violation by the Participant of any
of the Company's policies, including, but not limited to, policies
regarding sexual harassment, insider trading, confidentiality,
non-disclosure, non-competition, non-disparagement, substance abuse and
conflicts of interest and any other written policy of the Company, which
violation could result in the termination of the Participant's employment;
or (iv) the conviction of the Participant of a felony.
(c) "Change in Control" shall mean:
(i) The acquisition, directly or indirectly, other than from the
Company, by any person, entity or "group" (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), excluding, for this purpose, the Company, its
subsidiaries, any employee benefit plan of the Company or its subsidiaries,
and any purchaser or group of purchasers who are descendants of, or
entities controlled by descendants of, P.H. Glatfelter which acquires
beneficial ownership of voting securities of the Company) (a "Third Party")
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 50% or more of the combined voting power of the
Company's then outstanding voting securities entitled to vote generally in
the election of directors; or
(ii) Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Directors") cease for any reason to constitute at least a
majority of the Board, provided that any person becoming a director
subsequent to the date hereof whose election, or nomination for election by
the Company's shareholders, was approved by a vote of at least a majority
of the Incumbent Directors who are directors at the time of such vote shall
be, for purposes of this Award Certificate, an Incumbent Director; or
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(iii) Consummation of (i) a reorganization, merger or consolidation,
in each case, with respect to which persons who were the shareholders of
the Company immediately prior to such reorganization, merger or
consolidation (other than the acquiror) do not, immediately thereafter,
beneficially own more than 50% of the combined voting power of the
reorganized, merged or consolidated company's then outstanding voting
securities entitled to vote generally in the election of directors, or (ii)
a liquidation or dissolution of the Company or the sale of all or
substantially all of the assets of the Company (whether such assets are
held directly or indirectly) to a Third Party.
In addition to the foregoing, a Change in Control with respect to an
individual Participant shall be deemed to occur if the Participant's employment
with the Company is terminated prior to the date on which a Change in Control
occurs, and it is reasonably demonstrated that such termination (i) was at the
request of a third party who has taken steps reasonably calculated to effect a
Change in Control or (ii) otherwise arose in connection with or anticipation of
a Change in Control."
Notwithstanding the foregoing, an event shall not constitute a Change in
Control hereunder unless the event also satisfies the definition of a change in
the ownership or effective control of the Company, or in the ownership of a
substantial portion of the assets of the Company, under Section 409A(a)(2)(A)(v)
of the Code and the regulatory guidance issued thereunder.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(e) "Committee" shall mean the Compensation Committee of the Board
consisting of three or more Directors, each of whom shall be a "non-employee
director" within the meaning of Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as in effect from
time to time, and an "outside director" within the meaning of Section 162(m) of
the Code and regulations promulgated thereunder, as in effect from time to time.
(f) "Disability" shall mean a disability due to any medically determinable
physical or mental impairment that prevents a Participant from engaging in any
substantial gainful activities, and that can be expected to result in death or
can be expected to last for a continuous period of not less than 12 months.
Disability shall be determined by the Committee in its sole discretion, which
may engage a physician of its own choosing to assist in the determination. The
Committee may, in its discretion, determine that a Participant is deemed
disabled if determined to be totally disabled by the Social Security
Administration.
(g) "Fair Market Value," shall mean, as of any date, (i) the closing sales
price on such day, or if such day is not a business day, on the immediately
preceding business day, of a Share as reported on the principal securities
exchange on which shares of Common Stock are then listed or admitted to trading;
or (ii) if not so reported, as furnished by any member of the National
Association of Securities Dealers, Inc. selected by the Committee. In the event
that the price of a Share shall not be so reported or furnished, the Fair Market
Value of a Share shall be determined by the Committee in good faith.
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(h) "Participant" shall mean an eligible individual to whom an award has
been made.
(i) "Retirement" shall mean a Participant's retirement from employment with
the Company and all affiliates on or after attaining age 65, or after attaining
age 62 with 30 Benefit Years, which entitles the Participant to an Normal or
Late Retirement benefit, or to an unreduced Early Retirement benefit, under the
terms of the Glatfelter Retirement Plan for Salaried Employees or the Glatfelter
Retirement Plan for Hourly Employees.
(h) "Share" shall mean a share of common stock, par value $.01 per share
(as such par value may be adjusted from time to time), of the Company.
A copy of the 2005 Long-Term Incentive Plan is attached to this Award
Certificate.
GLATFELTER
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March , 2007
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By my signature below, I hereby acknowledge receipt of this Award Certificate on
the date shown above, which is made pursuant to the terms and conditions of the
Plan. I further acknowledge receipt of the copy of the Plan and agree to conform
to all of the terms and conditions of this Award Certificate and the Plan.
Signature: Date:
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