Exhibit 10.2
CROWN VANTAGE INC.
1995 INCENTIVE STOCK PLAN
DEFERRED STOCK AWARD AGREEMENT
FOR SENIOR OFFICERS
Crown Vantage Inc. (the "Company) hereby awards shares of Deferred Stock to
the Participant named below. The participants includes all senior officers of
the Company. The terms and conditions of this award are set forth in this cover
sheet, in the attached Deferred Stock Award Agreement and in the Company's 1995
Incentive Stock Plan (the "Plan").
Date of Grant: _______________________, 19__________
Name of Participant: ________________________________
Participant's Social Security Number: ______-______-______
Number of Shares Awarded: ______________
BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS
DESCRIBED IN THE ATTACHED AGREEMENT AND IN THE PLAN. YOU ARE ALSO
ACKNOWLEDGING RECEIPT OF THIS AGREEMENT, THE PLAN AND ITS PROSPECTUS.
Participant: ____________________________________________________________
(Signature)
Company: ____________________________________________________________
(Signature)
Title: _______________________________________________________
Attachment
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CROWN VANTAGE INC. 1995 INCENTIVE STOCK PLAN:
DEFERRED STOCK AWARD AGREEMENT
FOR ENIOR OFFICERS
AWARD OF SHARES The Company awards you the number of shares of Deferred
Stock shown on the cover sheet of this Agreement. The
Award is subject to the terms and conditions of this
Agreement and the Plan. Your interest in the Deferred
Stock may not be sold, assigned, transferred, pledged,
hypothecated, or otherwise encumbered. Until the
restrictions imposed by this Agreement and the Plan lapse,
the Deferred Stock is forfeitable.
VESTING When shares of Deferred Stock become "vested", they become
nonforfeitable. Vesting will occur when the per share
price of the Company Stock equals or exceeds the "Target
Prices" described below. For purposes of this vesting
schedule, the Target Price shall be based on the average
of the Fair Market Value of the Company Stock, as
adjusted, over a 20-day trading period.
Target Price Vested Percentage
$15 25%
$20 60%
$25 100%
The Target Prices listed above must be equaled or exceeded
on or before the close of business on the third
anniversary of the date of grant listed on the cover sheet
(the "Third Anniversary"). Any shares which are not
vested as of that date will be forfeited. In addition, as
described below, you may forfeit your right to any
unvested shares if you terminate employment before these
vesting requirements are satisfied.
FORFEITURE If your continuous employment as an employee terminates
(except as set forth below), prior to your Deferred Stock
becoming fully vested, then any of your shares that you
have been awarded which are not vested, will be forfeited.
If, however, your employment is terminated prior to
December 31, 1998 (a) by the Company for reasons other
than cause: or (b) by your voluntary termination for "Good
Reason" (as defined below), then your Deferred Stock shall
continue to be subject to the vesting schedule set forth
above until December 31, 1998. In addition, if your
employment is terminated prior to the Third Anniversary
(a) because of your death; (b) because of "Disability" (as
defined below); or (c) because of your "Retirement" (as
defined below), then your Deferred Stock will continue to
be subject to the vesting schedule set forth above until
the Third Anniversary; provided, however, that if a Target
Price is achieved, the Vested Percentage will be one-third
of the Vested Percentage indicated in the vesting schedule
above.
The Company determines when your continuous employment
terminates for purpose of this Agreement.
D E F I N I T I O N S: "Disability" for purposes of this Agreement, shall mean
DISABILITY, GOOD that before the Third Anniversary, you become entitled to
REASON, RETIREMENT disability benefits under the Company's Long-Term
Disability Plan or under the federal Social Security Act,
or that the Company determines that you are likely to
qualify for one or both of these disability benefits
within a reasonable time after the Third Anniversary.
"Good Reason" for purposes of this Agreement, shall mean
your resignation as an employee of the Company as a
consequence of an unconsented to relocation of your job
location which results in an increase in your one-way
commute by more than 50 miles; a significant reduction in
your pay and benefits; or a substantial diminution in your
position, authority, duties or responsibilities provided,
however, that the Company may, within 15 business days of
your written notice to the Company of your intent to
terminate for "Good Reason," cure the basis for such a
termination.
"Retirement" for purposes of this agreement shall mean
termination of employment at or after age 65, or at or
after age 55 if you have at least 15 years of vesting
service under the Crown Vantage Inc. Retirement Plan for
Salaried and Other Non-Bargaining Unit Employees.
LEAVES OF ABSENCE: For purposes of this Award your service does not terminate
when you go to a military leave, a sick leave or another
bona fide leave of absence, if the leave was approved by
the Company in writing. But your continuoux employment
terminates when the approved leave ends, unless you
immediately return to active work.
The Company determines which leaves count for this purpose.
DEFERRED STOCK The shares of Deferred Stock awarded to you are
hypothetical shares of Company Stock. These Deferred
Shares shall be credited to a book account in your name.
No actual shares of Company Stock will be issued at the
time of grant.
ADJUSTMENTS In the event of a stock split, stock dividend, spin-off,
stock split-up, subdivision or consolidation of shares of
Company Stock or a similar change in the Company Stock,
the number of shares of Deferred Stock credited to your
book account and the Target Prices set forth above, will
be adjusted pursuant to the Plan as determined by the
Committee. The book account shall also be adjusted to
take into account cash dividends that are declared on
Company Stock.
DISTRIBUTION You will receive a payment attributable to the Deferred
FOLLOWING VESTING Stock when you become vested in that portion of the
OF AWARD Deferred Stock. When payment is to be made, the Committee
shall determine whether payment shall be made (a) in whole
shares of Company Stock equal to the number of
hypothetical whole shares of Company Stock to be
distributed or (b) in a combination of whole shares of
Company Stock and cash, in such proportions as the
Committee deems appropriate. When a payment is made
partly in cash, the hypothetical shares of Company Stock
then credited to your book account shall be valued, for
purposes of the payment, at the Fair Market Value of
Company Stock at the time the payment is made. The
Committee shall have sole discretion to determine the form
of payment.
RIGHTS AS You will not have any rights as a shareholder due to the
SHAREHOLDER award of the Deferred Stock.
WITHHOLDING TAXES No distribution shall be made to you unless you have made
acceptable arrangements to pay any withholding taxes that
may be due as result of this Award.
RETENTION RIGHTS Neither your Award, nor this Agreement, gives you the
right to be retained by the Company (or any subsidiaries)
in
any capacity. The Company (and any subsidiaries)
reserve the right to terminate your service at any time
and for any reason.
BINDING EFFECT Subject to the limitations stated above and in the Plan,
this Agreement shall be binding upon and inure to the
benefit of your legatees, distributee, and personal
representatives and the successors of the Company.
ACCEPTANCE OF You may accept this Award by signing and returning the
AWARD enclosed copy this Agreement. Your signature will also
evidence your agreement to the terms and conditions set
forth herein and to which this Award and the shares of
Deferred Stock are subject.
APPLICABLE LAW This agreement will be interpreted and enforced under the
laws of the State of California.
THE PLAN AND The text of the Crown Vantage Inc. 1995 Incentive Stock
OTHER AGREEMENTS Plan is incorporated in this Agreement by reference.
Capitalized terms not defined in this Agreement shall have
the meanings assigned to such terms in the Plan. In the
event of any conflict between the Plan and this Agreement,
the terms of the Plan shall control.
This Agreement and the Plan constitute the enrire
understanding between you and the Company regarding this
Award. Any prior agreements, commitments or negotiations
concerning this Award are superseded.
BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL
OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.