Exhibit 10.8
CONSOLIDATED FREIGHTWAYS CORPORATION (CFC)
Restricted Stock Award Agreement
EXECUTIVE SUMMARY
Summary
The following is a summary of the terms of the Restricted Stock
Award granted to you effective December 2, 1996. Please see the
enclosed Restricted Stock Award Agreement, the 1996 Stock Option
and Incentive Plan and Prospectus for more detailed information.
This is merely a Summary and the Agreement and the Plan are the
controlling documents.
Please sign and return a copy of the Agreement to Stephen D.
Richards, Senior Vice President and General Counsel, 175
Linfield Drive, Menlo Park, CA 94025, together with the three
(3) stock powers enclosed. The stock powers are necessary to
transfer the stock to you upon lapse of restrictions or back to
CFC if any of the stock is forfeited. If you have any questions
concerning your Restricted Stock Award, you should call Steve Richards
at (415) 326-1700.
Restricted Stock Award
CFC Common Stock issued in your name, but held in trust until
delivery to you upon lapse of restrictions specified in the
Restricted Stock Agreement, or until forfeiture to CFC if you do
not continue to work for CFC or a subsidiary for up to three
years or if the stock does not increase in value within five
years, as required by the Agreement.
Base Price
$7.475 per share (average closing price of the stock for the
first five days after the independence of CFC).
Lapse of Restrictions
Stock restricted and subject to forfeiture until:
(1) one-third of stock award -- employed by CFC or a
subsidiary until December 2, 1997 and the stock
thereafter trades at an average of 120% or more
of its Base Price (i.e., $8.97 per share) for
ten consecutive trading days;
(2) additional one-third of stock award -- employed
until December 2, 1998 and stock thereafter
trades at an average of 140% or more of its Base
Price (i.e., $10.465 per share) for ten
consecutive trading days, and
(3) last one-third of stock award -- employed until
December 2, 1999 and stock thereafter trades at
an average of 160% or more of its Base Price
(i.e., $11.96 per share) for ten
consecutive trading days.
Early Lapse of Restrictions
Restrictions on continued employment or service (but not
increase in stock price) lapse earlier than described above in
the event of:
(1) death;
(2) three months of Disability, as defined in the
CFC long-term disability plan then in effect; or
(3) termination of employment or service by CFC or a
subsidiary for other than Cause.
However, if such event should occur before December 2, 1997, you
would only have an opportunity to receive the first one-third of
your Restricted Stock, assuming the stock thereafter trades at
or above an average of $8.97 per share for ten consecutive
trading days. If such event should occur on or after December
2, 1997, but before December 2, 1998, you would only have an
opportunity to receive the first two-thirds of your Restricted
Stock, assuming the stock thereafter trades at or above an
average of $8.97 per share for the first one-third and $10.465
per share for the second one-third for ten consecutive trading
days.
Forfeiture
Restricted Stock forfeited and returned to the Company if
restrictions have not lapsed upon the earliest of the following
circumstances:
(1) termination of employment for Cause;
(2) voluntary termination of employment;
(3) December 2, 2001 (five years from the date of
grant);
(4) one year from termination of employment by CFC
or a subsidiary other than for Cause; or
(5) one year from date of death or Disability.
Tax Consequences
Ordinary income tax on lapse of restrictions.
Consolidated Freightways Corporation
Restricted Stock Award and Deferral Agreement
(Senior Executive)
This Agreement, dated as of December 2, 1996, is
between Consolidated Freightways Corporation ("CFC") and
(the "Grantee").
CFC and the Grantee agree as follows:
I. Award of Stock.
A) Pursuant to the terms of the Consolidated
Freightways Corporation 1996 Stock Option and Incentive Plan
("the Plan"), the Company hereby grants to the Grantee shares
of CFC's Common Stock (the "Common Stock"), subjectto the
terms, conditions and restrictions of this Agreement and the Plan.
B) The Grantee shall be entitled to receive
any shares of Common Stock or other securities or property
distributable as a stock dividend on, or as a result of any
stock split, combination, exchange of shares, reorganization,
merger, consolidation or otherwise with respect to the Common
Stock granted under this Agreement. Such dividends and distributions,
including any subsequent dividends or distributions thereon and the
Common Stock granted under this Agreement are referred to as
Restricted Stock".
C) The Grantee shall also be entitled to
receive any cash dividends on the Restricted Stock (the "Cash
Dividends").
II. Restrictions
"Closing Price" for any day means (i) if
the Common Stock is listed or admitted for trading on any
national securities exchange, the last sale price, or the
closing bid price if no sale occurred, of such class of stock on
the principal securities exchange of which such class of stock
is listed, or (ii) if not so listed or traded, the last reported
sales price of Common Stock on the National Market System of the
National Association of Securities Dealers, Inc., Automated
Quotations System, or any similar system of automated
dissemination of quotations of securities prices then in common
use, or (iii) if not, quoted the mean between the high bid and
low asked quotations for Common Stock as reported by the
National Quotation Bureau Incorporated if at least two
securities dealers have inserted both bid and asked quotations
for such class of stock on at least 5 of the 10 preceding days.
If the Common Stock is quoted on a national securities or
central market system in lieu of a market or quotation system
described above, the closing price shall be determined in the
manner set forth in clause (i) in the preceding sentence if bid
and asked quotations are reported but actual transactions are
not. If none of the conditions set forth above is met, the
closing price of Common Stock on any day or the average of such
closing prices for any period shall be the fair market value of
such class of stock as determined by a member firm of the New
York Stock Exchange, Inc. selected by CFC.
"Base price" means $7.475, the average
Closing Price of the CFC Common Stock on the 1st through and
including the 5th trading day following the date of this
Agreement.
A) The Restricted Stock and the Cash
Dividends shall be restricted and subject to forfeiture until
the occurrence of the following events:
1) As to one-third of the Restricted
Stock and any related Cash Dividends, (a) the Grantee shall
continue to be actively employed full-time by CFC or a
subsidiary or actively serve as a member of the CFC Board of
Directors for a period of one year from the date of this
Agreement, and (b) the average Closing Price of CFC Common Stock
for a period of ten consecutive trading days commencing after
the first anniversary date of this Agreement shall equal or
exceed 120% of the Base Price of CFC Common Stock.
2) As to an additional one-third of the
Restricted Stock and any related Cash Dividends, (a) the Grantee
shall continue to be actively employed full-time by CFC or a
subsidiary or actively serve as a member of the CFC Board of
Directors for a period of two consecutive years from the date of
this Agreement, and (b) the average Closing Price of CFC Common
Stock for a period of ten (10) consecutive trading days
commencing after the second anniversary date of this Agreement
shall equal or exceed 140% of the Base Price of CFC Common Stock.
3) As to the last one-third of the
Restricted Stock and any related Cash Dividends, (a) the Grantee
shall continue to be actively employed full-time by CFC or a
subsidiary or actively serve as a member of the CFC Board of
Directors for a period of three consecutive years from the date
of this Agreement, and (b) the average Closing Price of CFC
Common Stock for a period of ten (10) consecutive trading days
commencing after the third anniversary date of this Agreement,
shall equal or exceed 160% of the Base Price of CFC Common Stock.
B) The restriction on continued employment
with CFC or service on the CFC Board of Directors shall lapse
sooner on termination of employment or service by CFC for other
than "Cause", or by reason of death or Disability that extends
more than three consecutive months. Thereafter, the restrictions
related to the price of CFC Common Stock shall lapse upon attainment
of the required appreciation increase over the Base Price without
regard to anniversary dates; provided, however, for employment or
service of less than one year, Grantee shall be limited to one-third
of the Restricted Stock, and for service of one year or more, but less
than two years, Grantee shall be limited to two-thirds of the
Restricted Stock, even if the required increase(s) over the Base Price
is achieved for the next one-third or two-thirds of the grant. Any
other Restricted Stock and related Cash Dividends shall immediately
be forfeited.
The Compensation Committee of the CFC Board of Directors shall
determine in its sole discretion prior to or within ninety (90)
days of termination of the Grantee whether such termination by
the Company is for Cause. Cause shall mean (i) the failure,
neglect or refusal by Grantee to perform his duties, functions
or responsibilities as an employee or director of the Company,
(ii) Grantee's commission of such acts of dishonesty, fraud,
misrepresentation or other acts of moral turpitude or (iii) any
other comparable reason which the Committee, in the exercise of
reasonable business judgment, considers to constitute Cause.
"Disability" shall mean disability as defined under CFC's
long-term disability plan then in effect, or if there is no plan
in effect, as determined by the Committee in its sole
discretion. Any decision by the Committee under this Agreement
shall be final and binding on the parties to this Agreement.
Such Committee's decision shall not be bound by the prior
decisions of the Committee.
C) All restrictions shall lapse sooner
upon a Change of Control as defined in the Plan unless otherwise
determined by the Committee prior to the occurrence thereof.
Until the restrictions lapse and during the period the Restricted
Stock and Cash Dividends are held in trust pursuantto Section IV
below the Grantee shall not be permitted to sell, pledge, assign,
convey, transfer or other wise alienate or hypothecate such Restricted
Stock and Cash Dividends.
D) Each certificate issued to represent any
Restricted Stock (and any certificate issued in exchange or
substitution for any such Certificate) shall bear the following
(or substantially equivalent) legend:
"The transfer of these securities is subject to
restriction set forth in a certain Restricted Stock Award and
Deferral Agreement, dated as of December 2, 1996, a copy of
which is available for inspection at the office of the
Corporation."
E) Any attempt to dispose of shares of
Restricted Stock and Cash Dividends in contravention of the
terms, conditions and restrictions set forth in this Agreement,
irrespective of whether the certificate representing such shares
contains the legend described in the section above, shall be
ineffective, and any disposition of such Restricted Stock or
Cash Dividends purported to be effected thereby shall be void.
III. Forfeiture
Grantee shall forfeit the Restricted Stock and
Cash Dividends as to which the restrictions have not lapsed upon
the occurrence of the earliest of the following circumstances:
1) termination of employment or service
on the CFC Board of Directors by CFC
or a subsidiary for Cause;
2) voluntary termination of employment
or service with CFC or a subsidiary by Grantee;
3) five years from the date of this Agreement;
4) one year from termination of employment or
service by CFC or a subsidiary other than for
Cause;
5) one year from the date of death or Disability.
In any such case, all right, title and interest of the Grantee
in such Restricted Stock shall thereupon cease; and all right,
title and interest in and to such Restricted Stock and Cash
Dividends shall vest in CFC, with no compensation or
consideration to the Grantee.
IV. Trust
A) CFC shall establish and maintain a
grantor trust of CFC ("the Trust") to hold the Restricted Stock
and Cash Dividends awarded to the Grantee under this Agreement.
The assets of the Trust shall be segregated from the general
assets of CFC but shall continue to be subject to the claims of
the general creditors of CFC as long as such assets are held in
the Trust. The Grantee shall have no beneficial interest in the
Trust prior to the lapse of restrictions set forth above or, if
applicable, the expiration of the Deferral Period(s) (as defined
below).
B) Effective as of the date of this
Agreement (and, with respect to Restricted Stock, any subsequent
date on which shares of Restricted Stock become distributable
with respect to the initial award ), CFC shall issue
certificates representing the Restricted Stock awarded to the
Grantee to the trustee of the Trust ("the Trustee"). The
Trustee shall continue to hold the Restricted Stock and Cash
Dividends paid thereon until the lapse of applicable
restrictions.
C) CFC shall furnish the Grantee with a
schedule (the "Investment Schedule") listing the investment
alternatives available for purposes of the Grantee electing an
investment alternative (the "Reinvestment Election") for the
reinvestment of dividends. The Investment Schedule will specify
the investment alternative which will be the "Default
Investment." The initial investment schedule is attached hereto
as Exhibit A. CFC may amend the Investment Schedule, from time
to time, in its sole discretion. The Grantee shall make an
initial Reinvestment Election within thirty (30) days of a
request to do so by CFC. The Grantee may amend the Reinvestment
Election once per quarter, by presenting the Trustee and CFC
with written notice of such change. Such changed election shall
become effective on the first business day of the following
quarter, or upon an amendment to the Investment Schedule.
D) Cash Dividends received by the Trustee
on Restricted Stock shall be reinvested promptly in accordance
with the Reinvestment Election made by the Grantee. If the
Grantee has failed to make such an election or if the Trustee
determines, in its sole discretion, that the investment relating
to such Reinvestment Election cannot be made, the Trustee shall
reinvest the dividends in the Default Investment.
E) The Trustee shall distribute the
Restricted Stock and Cash Dividends to the Grantee the later of
thirty (30) days following the lapse of restrictions as provided
above or expiration of the Deferral Period(s), if any, as
provided below.
V. Deferral Election
A) Within forty-five (45) days of the date
of this Agreement, the Grantee may elect to defer the receipt of
all or part of the Restricted Stock and Cash Dividends otherwise
distributable to Grantee upon lapse of restrictions by signing
and returning to CFC a copy of the election form attached to
this Agreement indicating the Restricted Stock deferred and
period(s) of deferral ("Deferral Period(s)").
B) During the Deferral Period, the
Restricted Stock and Cash Dividends shall continue to be held in
the Trust and administered by the Trustee in accordance with the
same terms and conditions set forth in Section IV including
without limitation, that the assets of the Trust shall continue
to be (i) segregated from the general assets of CFC and subject
to the claims of the general creditors of CFC and (ii) the
Grantee shall continue to have no beneficial interest in the
Trust prior to the lapse of the Deferral Period(s). Once the
Grantee has made a deferral election, such election shall be
irrevocable. During the Deferral Period while the Restricted
Stock is held in trust, Grantee shall have no rights as a
shareholder, including the right to vote such stock. The stock
will be voted by the trustee in the same ratio as the general
vote of shareholders.
C) If the Grantee experiences an
Unforeseeable Financial Emergency (as defined below), the
Grantee may petition the Compensation Committee of the Board of
Directors to receive a partial or full Distribution from the
Trust prior to the expiration of the Deferral Period(s). The
Committee may, in its sole discretion, accept or deny such
petition. Any distribution shall not exceed the amount
reasonably needed to satisfy the Unforseeable Financial
Emergency. If the petition for a distribution is approved, any
distribution shall be made within sixty (60) days of the date of
approval. "Unforeseeable Financial Emergency" means an
unanticipated emergency that is caused by an event beyond the
control of the Grantee that would result in severe financial
hardship to the Grantee resulting from (i) sudden and unexpected
illness or accident of the Grantee or a dependent of the Grantee,
(ii) a loss of the Grantee's property due to casualty, or (iii)
such other extraordinary and unforeseeable circumstances arising
as a result of events beyond the control of the Grantee, all
as determined in the sole discretion of the Committee.
VI. Miscellaneous
A) This Agreement may not be modified or
amended, and any provision hereof may not be waived, except
pursuant to a written agreement signed by CFC and the Grantee.
Any such modification, amendment, or waiver signed by, or
binding upon, the Grantee 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 in respect of the
Restricted Stock or Cash Dividends. No waiver of any breach or
default hereunder shall be deemed a waiver of any subsequent
breach or default of the same or similar nature.
B) Except as otherwise expressly provided
herein, this Agreement shall be binding upon and inure to the
benefit of CFC, its successors, assigns, and the Grantee and the
Grantee's heirs, personal representatives, successors and
assigns; provided, however, that nothing contained herein shall
be construed as granting the Grantee the right to receive from
the Trust, or cause the Trustee to make a distribution for the
benefit of the Grantee, any Restricted Stock or Cash Dividends
prior to the lapse of restrictions hereunder, or if applicable,
the Distribution Date(s).
C) 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 any such invalid or unenforceable provision were not
contained herein.
D) This Agreement may be executed in
counterparts, all of which taken together shall be deemed one
original.
E) This Agreement shall be deemed to be a
contract under the laws of the State of California and for all
purposes shall be construed and enforced in accordance with the
internal laws of said state without regard to the principles of
conflicts of law thereof.
F) Unless otherwise defined herein, all
capitalized terms as used throughout this Agreement have the
same meaning as such capitalized terms when used in the Plan.
G) Grantee shall pay to CFC any applicable
FICA, income or other payroll taxes on Restricted Stock grants,
when due, upon demand. CFC or a subsidiary may withhold such
amounts, if necessary, from any fees, salary, bonus, or other
amounts payable by CFC or a subsidiary to Grantee to pay any
applicable taxes on Grantee for which CFC or subsidiary is
required to pay to taxing authorities.
IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the day and year
above first written.
CONSOLIDATED FREIGHTWAYS CORPORATION
By:/s/Stephen D. Richards
Name: Stephen D. Richards
Title:Senior Vice President and
General Counsel
GRANTEE
By:
Name:
Title:
Cash Deferral Election
First One-Third of Restricted Stock
One-Year Service Requirement
I elect to defer receipt of Shares
of Restricted Stock (not more than one-third of your total
award) and related distributions of Restricted Stock and Cash Dividends
thereon upon lapse of restrictions specified in the Agreement, divided
as directed below:
Please distribute my cash and related distributions and earnings
to me as follows:
1. Pre-Retirement
I elect to receive my cash as follows:
% within 60 days of January 1,
(must be a year 1999 or later)
% within 60 days of January 1,
(must be a year 1999 or later)
% within 60 days of January 1,
(must be a year 1999 or later)
% within 60 days of January 1,
(must be a year 1999 or later)
% within 60 days of January 1,
(must be a year 1999 or later)
AND/OR;
2. Post-Retirement
I elect to receive cash with respect to
_______ %, payable within 60 days of retirement under the CFC
pension plan then in effect;
I elect to receive cash with respect
to_______ % in quarterly installments over (select one)
2.5 years, ______ 5 years, ______ 10 years, ______ 15 years,
beginning with the first quarter following my retirement under
the CFC pension plan.
NOTE: If restrictions have not lapsed at the time you elected to
receive a distribution, the distribution will be delayed until
the applicable restrictions have lapsed.
Percentages in the blanks for sections 1 and 2 should total 100%.
________________________________
Signature
Cash Deferral Election
Second One-Third of Restricted Stock
Two-Year Service Requirement
I elect to defer receipt of Shares
of Restricted Stock (not more than one-third of your total award)
and related distributions of Restricted Stock and Cash Dividends
thereon upon lapse of restrictions specified in the Agreement,
divided as directed below:
Please distribute my cash and related distributions and earnings
to me as follows:
1. Pre-Retirement
I elect to receive my cash as follows:
% within 60 days of January 1,
(must be a year 2000 or later)
% within 60 days of January 1,
(must be a year 2000 or later)
% within 60 days of January 1,
(must be a year 2000 or later)
% within 60 days of January 1,
(must be a year 2000 or later)
% within 60 days of January 1,
(must be a year 2000 or later)
AND/OR;
2. Post-Retirement
I elect to receive cash with respect to
_______ % payable within sixty (60) days of retirement under the
CFC pension plan then in effect;
I elect to receive cash with respect to
_______% in quarterly installments over (select one)
2.5 years, ______ 5 years, ______ 10 years, ______ 15 years,
beginning with the first quarter following my retirement under
the CFC pension plan.
NOTE: If restrictions have not lapsed at the time you elected to
receive a distribution, the distribution will be delayed until
the applicable restrictions lapse.
Percentages (%) in the blanks for sections 1 and 2 should total
100%.
_________________________
Signature
Cash Deferral Election
Third One-Third of Restricted Stock
Three-Year Service Requirement
I elect to defer receipt of Shares
of Restricted Stock (not more than one-third your total award)
and related distributions of Restricted Stock and Cash Dividends
thereon upon lapse of restrictions specified in the Agreement,
divided as directed below:
Please distribute my cash and related distributions and earnings
to me as follows:
1. Pre-Retirement
I elect to receive my cash as follows:
% within 60 days of January 1,
(must be a year 2001 or later)
% within 60 days of January 1,
(must be a year 2001 or later)
% within 60 days of January 1,
(must be a year 2001 or later)
% within 60 days of January 1,
(must be a year 2001 or later)
% within 60 days of January 1,
(must be a year 2001 or later)
AND/OR;
2. Post-Retirement
I elect to receive cash with respect to
_______ % payable within sixty (60) days of retirement under the
CFC pension plan then in effect;
I elect to receive cash with respect to
_______ % in quarterly installments over (select one)
2.5 years, ______ 5 years, ______ 10 years, ______ 15 years,
beginning with the first quarter following my retirement under
the CFC pension plan.
NOTE: If restrictions have not lapsed at the time you elected to
receive a distribution, the distribution will be delayed until
the applicable restrictions lapse.
Percentages (%) in the blanks for sections 1 and 2 should total
100%.
_____________________________
Signature
NOTES:
A. Death In the event Grantee should die before
receipt of all pre-retirement and post-retirement distributions,
any remaining distributions will be made within sixty (60) days
of the Committee's receiving proof of the Grantee's death,
unless the Committee, in its sole discretion, determines to
continue Distributions according to the original election of the Grantee.
B. Disability In the event the Committee
determines that the Grantee is suffering from a Disability,
distributions will be made in accordance with the original
election of Grantee, unless the Committee, in its sole
discretion, determines, at any time, to distribute any remaining
distributions immediately.
C. Change in Control In the event the Grantee's
employment or service is terminated within one year of a Change
of Control and notwithstanding any elections made by the Grantee,
all distributions will be made within twenty (20) days of such
termination of employment or service.
D. Committee Discretion The Committee may, in its
sole discretion, and notwithstanding any elections by the
Grantee, make all or part of the distributions at an earlier
time.
E. Taxation If, for any reason, all or any portion of a Grantee's
deferral becomes taxable to Grantee prior to distribution, a
Grantee may petition the Committee for a distribution sufficient
to meet Grantee's tax liability (including additions for
penalties and interest.) The Committee shall not unreasonably
withhold its approval of such petition. In the event of approval
of the petition, such distribution shall be made within ninety
(90) days of the submission of the petition.
F. Form of Distribution Distributions shall be
made pro rata in Restricted Stock and investments based on the
value on, or about the distribution date, of the Restricted Stock
and investments made pursuant to the Investment Schedule, as
determined by the Committee in its sole discretion. Investments
made pursuant to the Investment Schedule shall be liquidated and
such distributions made in cash.
G. Legal Fees If CFC or Grantee's employer fails
to comply with its obligations under the Plan or the Agreement,
takes any action to declare the Plan or Agreement void or
unenforceable, institutes litigation or other action to deny,
diminish or recover from Grantee the benefits intended to be
provided, then Grantee may retain legal counsel of his/her choice
and CFC agrees to pay reasonable legal fees and expenses of
Grantee, provided Grantee prevails.
H. Short Swing Profits If Grantee elects
to make a deferral of Restricted Stock in cash and if Grantee
is subject to Section 16(b) of the Securities Exchange Action
of 1934 at the time that deferred Restricted Stock will be converted
to cash, pursuant to Grantee's election, then, if then applicable, such
sale shall be automatically deferred for such period of time as
shall be necessary to avoid a short-swing profit liability to
Grantee because of a purchase of Common Stock within the prior
six months.
I. Interpretation of Deferral Notwithstanding
anything herein to the contrary, the restricted stock awards and
deferrals shall be construed to conform to any applicable rules,
regulations, and interpretations to the extent necessary to defer
the incurrence of state or federal income tax until actual
distribution to Grantee.
J. Issuance of Stock In no event shall any Common
Stock be issued to Grantees who make a deferral election unless
and until distributed to Grantee under the terms of the deferral.
Grantees who defer in cash shall have no right to be issued Common
Stock or any evidence of ownership.
K. Cash Deferrals As to any deferral of the stock
award in cash, an unfunded account will be established by CFC at
the time restrictions lapse in an amount equal to the closing
price of the shares of Common Stock deferred on such date. On
each December 31, the account will be credited with a return
(pro-rated for a partial year) equal to the Moody's Seasoned
Corporate Bond Rate as defined in the Deferred Compensation Plan
for Executives, most currently published prior to the last day of
November preceding that year.
Consolidated Freightways Corporation
1996 Stock Option and Incentive Plan
Beneficiary Designation Form
===========================================================
The undersigned, a Grantee in the above-captioned plan ("the
Plan"), hereby designates as Primary Beneficiary(ies) and
Contingent Beneficiary(ies) under that Plan the following
persons:
(Please attach additional sheets if necessary).
Primary Beneficiary(ies)
Name Relationship Date of Birth Social Security No.
1)
2)
3)
4)
Contingent Beneficiary(ies)
Name Relationship Date of Birth Social Security No.
1)
2)
3)
4)
This Beneficiary Designation is effective until the Grantee files another
such designation and that Beneficiary Designation is acknowledged and accepted
by the Committee. Any previous Beneficiary Designations under the Plan
are hereby revoked.
Date (Signature of Grantee)
(Type or Print Name)
ACKNOWLEDGED AND ACCEPTED:
Date Signature of Administrator
Consolidated Freightways Corporation
1996 Stock Option and Incentive Plan
Spousal Consent Form
===========================================================
If you should designate as primary beneficiary someone other
than your current spouse, a consent of your spouse is necessary.
I, , am the spouse of a Grantee in the Consolidated Freightways
Corporation 1996 Stock Option and Incentive Plan ("the Plan").
I acknowledge that my spouse has named someone other than me as a primary
beneficiary in connection with that Plan, and I hereby approve of that
designation. I agree that the designation shall be binding upon
me with the same effect as if I had personally executed said designation.
Date (Signature of Spouse)
(Type or Print Name)
Sworn to me this ____day of _______, 19__
(Notary Seal)
(Signature of Notary Public)
(Name of Notary Public)
My Commission expires
(Type or Print Name)
Consolidated Freightways Corporation
Restricted Stock Purchase Agreement
(Canadian Employees)
This Agreement, dated as of December 2, 1996, is
between Consolidated Freightways Corporation ("CFC") and
(the "Grantee").
CFC and the Grantee agree as follows:
I. Right to Purchase Stock.
A) Pursuant to the terms of the Consolidated
Freightways Corporation 1996 Stock Option and Incentive Plan
("the Plan"), the Company hereby grants to the Grantee the right
to purchase shares of CFC's Common Stock (the
"Common Stock") for $0.10 U.S. per share, subject to the terms,
conditions and restrictions of this Agreement and the Plan.
B) In the event the Grantee shall purchase the Common
Stock, the Grantee shall be entitled to receive any shares of
Common Stock or other securities or property issued as a stock
dividend on, or as a result of any stock split, combination,
exchange of shares, reorganization, merger, consolidation or
otherwise with respect to the Common Stock which the Grantee may
purchase under this Agreement. Such Common Stock and securities
or property are referred to as "Restricted Stock".
II. Option Period and Restrictions
"Closing Price" for any
day means (i) if the Common Stock
is listed or admitted for trading
on any national securities
exchange, the last sale price, or
the closing bid price if no sale
occurred, of such class of stock on
the principal securities exchange
of which such class of stock is
listed, or (ii) if not so listed or
traded, the last reported sales
price of Common Stock on the
National Market System of the National Association of
Securities Dealers, Inc., Automated
Quotations System, or any similar
system of automated dissemination
of quotations of securities prices
then in common use, or (iii) if
not, quoted the mean between the
high bid and low asked quotations
for Common Stock as reported by the
National Quotation Bureau
Incorporated if at least two
securities dealers have inserted
both bid and asked quotations for
such class of stock on at least 5
of the 10 preceding days. If the
Common Stock is quoted on a
national securities or central
market system in lieu of a market
or quotation system described
above, the closing price shall be
determined in the manner set forth
in clause (i) in the preceding
sentence if bid and asked
quotations are reported but actual
transactions are not. If none of
the conditions set forth above is
met, the closing price of Common
Stock on any day or the average of
such closing prices for any period
shall be the fair market value of
such class of stock as determined
by a member firm of the New York
Stock Exchange, Inc. selected by
CFC.
"Base Price" means
$7.475, the average closing price
of the CFC Common Stock on the 1st
through and including the 5th
trading day following the date of
this Agreement.
A) The Grantee, at the Grantee's option, may exercise
the Grantee's right to purchase the Restricted Stock at any time
beginning on the occurrence of the events described in Subsection
B below and ending at the time(s) set forth in Section III (the
"Option Period").
B) The Restricted Stock may only be purchased by the
Grantee upon the occurrence of the following events:
1) As to one-third of
the Restricted Stock, (a) the
Grantee shall continue to be
actively employed full-time by CFC
or a subsidiary for a period of one
year from the date of this
Agreement, and (b) the average
Closing Price of CFC Common Stock
for a period of ten consecutive
trading days commencing after the
first anniversary date of this
Agreement shall equal or exceed
120% of the Base Price of CFC
Common Stock.
2) As to an additional
one-third of the Restricted Stock,
(a) the Grantee shall continue to
be actively employed full-time by
CFC or a subsidiary for a period of
two consecutive years from the date
of this Agreement, and (b) the
average Closing Price of CFC Common
Stock for a period of ten (10)
consecutive trading days commencing
after the second anniversary date
of this Agreement shall equal or
exceed 140% of the Base Price of
CFC Common Stock.
3) As to the last one-
third of the Restricted Stock, (a)
the Grantee shall continue to be
actively employed full-time by CFC
or a subsidiary for a period of
three consecutive years from the
date of this Agreement, and (b) the
average Closing Price of CFC Common
Stock for a period of ten (10)
consecutive trading days commencing
after the third anniversary date of
this Agreement, shall equal or
exceed 160% of the Base Price of
CFC Common Stock.
The Grantee shall have the option to purchase all or
part of the Restricted Stock as it becomes available under the
terms of this Agreement prior to the expiration of the Option
Period (as determined in Section III).
C) The restriction imposed by clauses B(1), (2) and
(3) of this Section requiring the Grantee to be employed by CFC
or a subsidiary shall not apply where such employment is
terminated by CFC for other than "Cause", or by reason of death
or by Disability that extends more than three consecutive months.
Thereafter, the restrictions related to the price of CFC Common
Stock shall lapse upon attainment of the required appreciation
increase over the Base Price without regard to anniversary dates;
provided, however, for employment of less than one year, Grantee
shall be limited to one-third of the Restricted Stock, and for
service of one year or more, but less than two years, Grantee
shall be limited to two-thirds of the Restricted Stock, even if
the required increase(s) over the Base Price is achieved for the
next one-third or two-thirds of the grant. Any other option to
purchase Restricted Stock shall immediately be terminated.
The Compensation Committee of the CFC Board of Directors shall
determine in its sole discretion prior to or within ninety (90)
days of termination of the Grantee whether such termination by
the Company is for Cause. Cause shall mean (i) the failure,
neglect or refusal by Grantee to perform Grantee's duties,
functions or responsibilities as an employee of the Company, (ii)
Grantee's commission of such acts of dishonesty, fraud,
misrepresentation or other acts of moral turpitude or (iii) any
other comparable reason which the Committee, in the exercise of
reasonable business judgment, considers to constitute Cause.
"Disability" shall mean disability as defined under CFC's long-
term disability plan then in effect, or if there is no plan in
effect, as determined by the Committee in its sole discretion.
Any decision by the Committee under this Agreement shall be final
and binding on the parties to this Agreement. Such Committee's
decision shall not be bound by the prior decisions of the
Committee.
D) All restrictions relating to the purchase of
Restricted Stock by the Grantee shall lapse upon a Change of
Control as defined in the Plan unless otherwise determined by the
Committee prior to the occurrence thereof.
E) The rights granted by this Agreement are personal
to the Grantee and are not transferable except by will or the
laws of descent or pursuant to an order of a court of competent
jurisdiction under the laws governing the division of marital
property. The rights conferred on the Grantee pursuant to the
terms of this Agreement shall be exercisable during the lifetime
of the Grantee by the Grantee, his legal guardian or
representative. Any attempt to dispose of Grantee's right to
purchase Restricted Stock either before or after the restrictions
contained in Section II(B), paragraphs 1), 2), and 3) lapse shall
be ineffective, and any disposition of such right to purchase
Restricted Stock purported to be effected thereby shall be void.
F) When the Restricted Stock is purchased by the
Grantee under the terms of this Agreement, CFC shall promptly
issue the Grantee the certificate for Restricted Stock so
purchased no later than thirty (30) days following receipt of
payment therefor by the Grantee.
III. Expiration of Option Period
The Option Period shall expire upon the occurrence of
the earliest of the following circumstances:
1) termination of
employment by CFC or a subsidiary
for Cause;
2) voluntary termination
of employment with CFC or a
subsidiary by Grantee;
3) five years from the date of this Agreement;
4) one year from
termination of employment by CFC or
a subsidiary other than for Cause;
5) one year from the date
of death or Disability; or
6) ninety (90) days from
the date that notice in writing is
given to the Grantee by CFC that
the conditions in any of the
paragraphs 1), 2) or 3) of Section
II (B) have been satisfied.
In any such case, all rights of the Grantee to purchase
Restricted Stock shall thereupon terminate, with no compensation
or consideration to the Grantee.
V. Miscellaneous
A) This Agreement may not be modified or amended, and
any provision hereof may not be waived, except pursuant to a
written agreement signed by CFC and the Grantee. Any such
modification, amendment, or waiver signed by, or binding upon,
the Grantee 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 in respect of the Restricted Stock.
No waiver of any breach or default hereunder shall be deemed a
waiver of any subsequent breach or default of the same or similar
nature.
B) Except as otherwise expressly provided herein,
this Agreement shall be binding upon and inure to the benefit of
CFC, its successors, assigns, and the Grantee and the Grantee's
heirs, personal representatives, successors and assigns;
provided, however, that nothing contained herein shall be
construed as granting the Grantee the right to receive from the
Trust, or cause the Trustee to make a distribution for the
benefit of the Grantee of any Restricted Stock prior to the sale
of Restricted Stock hereunder to the Grantee.
C) 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 any such invalid or unenforceable provision were not
contained herein.
D) This Agreement may be executed in counterparts,
all of which taken together shall be deemed one original.
E) This Agreement shall be deemed to be a contract
under the laws of the State of California and for all purposes
shall be construed and enforced in accordance with the internal
laws of said state without regard to the principles of conflicts
of law thereof.
F) Any notice given under the provisions of this
Agreement may be given by personal delivery, mailing or by
telefacsimile or other form of telecommunication. Any notice, if
delivered, shall be deemed to be given and received on the day it
was delivered. If mailed, notice shall be deemed to have been
given and received on the third day following the day it was
mailed. If sent by telefacsimile or other form of
telecommunication, notice shall be deemed to have been given and
received on the day following the day it was sent.
G) Unless otherwise defined herein, all capitalized
terms as used throughout this Agreement have the same meaning as
such capitalized terms when used in the Plan.
H) Grantee shall pay to CFC any applicable taxes on
Grantee for which CFC or subsidiary is required to pay to taxing
authorities. CFC or a subsidiary may withhold such amounts, if
necessary, from any fees, salary, bonus, or other amounts payable
by CFC to Grantee.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year above first
written.
CONSOLIDATED FREIGHTWAYS
CORPORATION
By:
Name: Stephen D. Richards
Title: Senior Vice President and
General Counsel
GRANTEE
By:
Name:
Title: