EXHIBIT 10 (t)
GLATFELTER
2007 TOP MANAGEMENT RESTRICTED STOCK UNIT AWARD CERTIFICATE
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Award Number: Award Date:
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Number of
Restricted Stock Units: 1st Tranche Vesting Date:
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2nd Tranche Vesting Date:
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3rd Tranche Vesting Date:
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THIS CERTIFIES THAT Glatfelter (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
Restricted Stock Units (the "RSUs") indicated above in the box labeled "Number
of Restricted Stock Units," each RSU representing the right to receive one share
of the Company's common stock, $.01 par value per share (the "Common Stock"),
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 shall prevail. Any terms not defined
herein shall have the meaning set forth in the Plan.
* * * *
1. Rights of the Participant with Respect to the Restricted Stock Units.
(a) No Shareholder Rights. The RSUs granted pursuant to the Award do not
and shall not entitle the Participant to any rights of a holder of Common
Stock. The rights of the Participant with respect to the RSUs shall remain
forfeitable at all times prior to the date on which such rights become
vested, and the restrictions with respect to the RSUs lapse, in accordance
with Section 2, 3 or 4.
(b) Dividend Equivalents. The Company shall pay to Participants holding
RSUs outstanding on the record date for the payment of any dividend on the
Common Stock an amount equal to the dividend such Participant would have
received on the payment date therefor if the shares of Common Stock
issuable in accordance with such RSUs had been issued and outstanding on
such record date.
(c) Conversion of Restricted Stock Units; Issuance of Common Stock. No
shares of Common Stock shall be issued to a Participant prior to the date
on which the RSUs vest and the restrictions with respect to the RSUs lapse,
in accordance with Section 2, 3 or 4. Neither this Section 1(c) nor any
action taken pursuant to or in accordance with this Section 1(c) shall be
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construed to create a trust of any kind. After all restrictions with
respect to RSUs lapse pursuant to Section 2, 3 or 4, the Company shall
cause to be issued as soon as practicably possible (subject to section
6(a)), in book-entry form, registered in the Participant's name or in the
name of the Participant's legal representatives, beneficiaries or heirs, as
the case may be, in payment for such RSUs that number of shares of Common
Stock equal to the number of RSUs with respect to which the restrictions
have lapsed.
2. Vesting. 1/3 of the total amount of RSUs awarded shall vest on each of the
third, fourth, and fifth anniversaries of the date of the Award, and the
restrictions with respect to the RSUs awarded shall lapse on the fifth
anniversary of the date of the Award, if the Participant remains continuously
employed by the Company or any of its subsidiaries until the respective vesting
dates.
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, as hereinafter defined,
all of the RSUs that have been held for at least 6 months shall become
immediately and unconditionally vested, and the restrictions with respect to
such RSUs shall lapse.
4. Forfeiture or Early Vesting Upon Termination of Employment.
(a) Termination of Employment Generally. If, prior to vesting of the RSUs
pursuant to Section 2 or 3, the Participant ceases to be an employee of the
Company or any of its subsidiaries for any reason (voluntary or
involuntary), other than death, Disability or Retirement, then such
nonvested RSUs shall be immediately and irrevocably forfeited. If,
subsequent to vesting of the RSUs, the Participant ceases to be an employee
for any reason without Cause, other than death, Disability or Retirement as
described below under Section 4(b), the restrictions with respect to the
vested RSUs shall continue until they would otherwise have lapsed if such
employment had not terminated. If, subsequent to vesting of the RSUs, the
Participant is terminated for Cause, all outstanding RSUs, whether vested
or nonvested, shall 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 RSUs shall vest equal to a
percentage, the numerator of which equals the number of days that has
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 the Company shall cause
to be issued as soon as practicably possible (subject to section 6(a)), in
book-entry form, registered in the Participant's name or in the name of the
Participant's legal representatives, beneficiaries or heirs, as the case
may be, in payment for the RSUs with respect to which all restrictions have
lapsed that number of shares of Common Stock equal to the number of RSUs
with respect to which all restrictions have lapsed. All unvested RSUs
(after giving effect to the foregoing sentence) on the date of such death,
Disability or Retirement will be immediately and irrevocably forfeited.
5. Restriction on Transfer. The RSUs and any rights under the Award may not be
sold, assigned, transferred, pledged, hypothecated or otherwise disposed of by
the Participant, and any such purported sale, assignment, transfer, pledge,
hypothecation or other disposition of RSUs or other rights under the Award shall
be void and unenforceable against the Company and shall result in the immediate
forfeiture of such RSUs and rights. Notwithstanding the foregoing, the
Participant may, in the manner established by the Compensation Committee,
designate a beneficiary or beneficiaries to exercise the rights of the
Participant and receive any shares of Common Stock issued or any cash paid with
respect to the RSUs upon the death of the Participant.
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6. Tax Matters; Compliance with Code section 409A.
(a) Distributions of Common Stock in payment for RSUs as described herein
shall conform to the applicable requirements of Code section 409A
including, without limitation, the requirement that a distribution to a
Participant who is a "specified employee" within the meaning of Code
section 409A(a)(2)(B)(i) which is made on account of the specified
employee's separation from service shall not be made before the date which
is six (6) months after the date of separation from service.
(b) 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.
(c) In accordance with the terms of the Plan, and such rules as may be
adopted by the Compensation 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, the vesting of or the lapse of
restrictions relating to, the RSUs, by (i) delivering cash, check or money
order payable to the Company, or (ii) having the Company withhold a portion
of the shares of Common Stock otherwise to be delivered having a Fair
Market Value equal to the amount of such taxes. 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 of Common Stock to be delivered.
The Participant's election must be made on or before the date that any such
withholding obligation with respect to the RSUs arises. If the Participant
fails to timely make such an election, the Company shall have the right to
withhold a portion of the shares of Common Stock otherwise to be delivered
having a Fair Market Value equal to the amount of such taxes.
7. Miscellaneous.
(a) The Award 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.
(b) The Company shall not be required to deliver any shares of Common Stock
upon vesting or lapse of restrictions of any RSUs 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, shall 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 shall control.
8. 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
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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". For the purposes of this Certificate, a "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 Certificate, an Incumbent Director; or
(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
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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.
(h) "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 a 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.
A copy of the 2005 Long-Term Incentive Plan is attached to this Certificate.
GLATFELTER
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By my signature below, I hereby acknowledge receipt of this Award Certificate on
the date shown above, which has been issued to me under 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 the Award Certificate and the
Plan.
Signature: Date:
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[First_Name][Last_Name]
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