UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 1, 2016 (February 25, 2016)
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Tredegar Corporation
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(Exact Name of Registrant as Specified in its Charter)
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Virginia
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1-10258
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54-1497771
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1100 Boulders Parkway
Richmond, Virginia
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23225
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code:
(804) 330-1000
__________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Executive Compensation Decisions
At its February 25, 2016 meeting, the Executive Compensation Committee (the “Compensation Committee”) of the Board of Directors of Tredegar Corporation (the “Corporation”) approved several items relating to compensatory arrangements with its named executive officers, other than John D. Gottwald, the Corporation’s President and Chief Executive Officer, who requested that the Compensation Committee not take any action with respect to his compensation. The details of these approvals are outlined below and reflect the changes to the Corporation’s named executive officers that occurred in 2015 and 2016. For more information, see the Corporation’s Current Reports on Form 8-K as filed with the Securities and Exchange Commission on June 29, 2015 and February 23, 2016.
2016 Short-Term Incentive Plan
The Compensation Committee approved an annual cash incentive plan applicable to the Corporation’s executive officers and certain other key employees (the “2016 Incentive Plan”).
The 2016 Incentive Plan is intended to reward each participant based on the attainment of specific 2016 financial performance targets tied to 2016 earnings before interest and taxes (“EBIT”). The EBIT financial performance metric must be achieved at least at the threshold level before any incentives can be earned. The Compensation Committee reviewed the annual financial targets for the 2016 Incentive Plan as part of its review and approval of the 2016 Incentive Plan.
The following short-term incentive opportunities are available under the 2016 Incentive Plan for the named executive officer:
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2016 Short-Term Incentive Opportunities
(as a percentage of annual base salary)
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Name
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Title
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Threshold
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Target
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Maximum
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D. Andrew Edwards
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VP and CFO
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15
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%
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60
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%
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120
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%
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Long-Term Incentive Awards
The Compensation Committee approved grants of performance stock units and restricted stock awards in the amounts set forth below under the Amended and Restated 2004 Equity Incentive Plan (the “Equity Plan”) to the named executive officer indicated below.
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Name
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Title
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2016 Performance Stock Units
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2016 Restricted Stock
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D. Andrew Edwards
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VP and CFO
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30,965
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9,233
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The Compensation Committee established financial performance targets for the performance stock unit awards tied to the Corporation’s 2018 return on capital employed (“ROCE”). The performance stock units may be earned by the named executive officer indicated above at threshold, target or maximum levels based on achievement of specific ROCE performance targets. The performance stock unit awards were made pursuant to the terms of the Equity Plan and are subject to the terms of the Notice of Stock Unit Award and Stock Unit Award Terms and Conditions, substantially in the form filed as Exhibit 10.1 hereto.
The restricted stock award becomes vested and nonforfeitable on the third anniversary of the date of grant (
i.e.,
February 25, 2019). Upon the issuance of the shares on the date of grant (
i.e.,
February 25, 2016), the named executive officer indicated above shall be entitled to vote the shares and shall be entitled to receive, free of all restrictions, ordinary cash dividends. The restricted stock awards were made pursuant to the terms of the Equity Plan and are subject to the terms of the Notice of Stock Award and Stock Award Terms and Conditions, substantially in the form filed as Exhibit 10.2 hereto.
2015 Short-Term Incentive Plan
In 2015, the Compensation Committee approved an annual cash incentive plan applicable to the Corporation’s executive officers and certain other key employees (the “2015 Incentive Plan”). Incentives were to be paid out under the 2015 Incentive Plan only if financial performance targets were met and individual objectives were achieved.
During 2015, the short-term incentive compensation component of the Corporation’s executive compensation program was measured by performance relating to specific 2015 financial performance targets tied to 2015 working capital as a percent of sales (“WC%S”), which was weighted at 30%, and 2015 earnings before interest and taxes (“EBIT”), which was weighted at 70%. The WC%S or EBIT financial performance metrics had to be achieved at least at the threshold level before any incentives could be earned. For 2015, both EBIT and WC%S were above the threshold goal but below the target, which led to payouts to Messrs. Edwards and King in amounts between the threshold and target annual incentive cash payment opportunities. The potential payouts to Messrs. Edwards and King were based on straight line interpolation between the threshold and target annual incentive opportunity. Mr. Edwards’ payout was prorated from his date of hire (July 20, 2015). The amounts paid to Messrs. Edwards and King were determined based on the above-described formula and the Chief Executive Officer’s assessment of their performance relative to their individual goals and objectives.
The Compensation Committee approved the following incentive payment under the 2015 Incentive Plan for the following named executive officers:
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Name
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Title
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Percent of Annual Base Salary
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Dollar Value
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D. Andrew Edwards
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VP and CFO
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10.35
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%
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$
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39,856
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A. Brent King
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VP, General Counsel and Secretary
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21.15
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%
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$
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71,314
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Discretionary Bonuses
The Compensation Committee approved the following discretionary bonuses to the following named executive officers:
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Name
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Bonus Amount
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D. Andrew Edwards
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$
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40,000
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A. Brent King
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$
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15,000
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Amendment to Severance Agreement
The Compensation Committee approved the First Amendment to Severance Agreement amending the term of the Severance Agreement (filed as Exhibit 10.3 to the Corporation’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 29, 2015) to end on the earlier of (i) February 25, 2019 and (ii) the first anniversary of the date (after February 26, 2016) that John D. Gottwald is not the Chief Executive Officer of the Corporation. All other terms, provisions and conditions of the Severance Agreement remain in full force and effect.
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Item 9.01
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Financial Statements and Exhibits.
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10.1
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Form of Notice of Stock Unit Award and Stock Unit Award Terms and Conditions.
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10.2
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Form of Notice of Stock Award and Stock Award Terms and Conditions.
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10.3
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First Amendment to Severance Agreement with D. Andrew Edwards dated February 25, 2016
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TREDEGAR CORPORATION
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Date: March 1, 2016
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By:
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/s/ A. Brent King
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A. Brent King
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Vice President, General Counsel
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and Secretary
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EXHIBIT INDEX
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10.1
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Form of Notice of Stock Unit Award and Stock Unit Award Terms and Conditions
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10.2
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Form of Notice of Stock Award and Stock Award Terms and Conditions
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10.3
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First Amendment to Severance Agreement with D. Andrew Edwards dated February 25, 2016
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6
Exhibit 10.1
TREDEGAR CORPORATION
NOTICE OF STOCK UNIT AWARD
You have been granted the following Stock Unit Award by the Executive Compensation Committee of the Board of Directors of Tredegar Corporation (“Tredegar”):
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Name of Participant:
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[Name]
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Date of Grant:
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[_____________, 2016]
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Number of Stock Units:
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[Number]
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Vesting:
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The requirements for earning and vesting in the award are set forth in the attached Stock Unit Award Terms and Conditions.
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Transferability:
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None; other than by will or the laws of descent and distribution as set forth in the attached Stock Unit Award Terms and Conditions.
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In addition to the foregoing terms, your Stock Unit Award is subject to all of the terms and conditions contained in the attached Stock Unit Award Terms and Conditions which are incorporated in this Notice of Stock Unit Award by this reference. If any provision of this Notice of Stock Unit Award is inconsistent with the aforementioned Stock Unit Award Terms and Conditions, the Stock Unit Award Terms and Conditions will control.
Please acknowledge your acceptance of this Stock Unit Award and the attached Stock Unit Award Terms and Conditions by signing and returning one copy of this Notice of Stock Award to Pat Thomas, Tredegar Corporation, 1100 Boulders Parkway, Richmond, Virginia, 23225
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TREDEGAR CORPORATION
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By:
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Participant
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Date:
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TREDEGAR CORPORATION
STOCK UNIT AWARD TERMS AND CONDITIONS
THESE STOCK UNIT AWARD TERMS AND CONDITIONS (“Terms and Conditions”), effective as of the ____ of ______________, 2016, govern the Stock Unit Award made by Tredegar Corporation, a Virginia corporation (the “Company”), to the participant (the “Participant”) named in the Notice of Stock Unit Award to which these Terms and Conditions are attached (the “Grant Notice”), and are made in accordance with and subject to the provisions of the Company’s Amended and Restated 2004 Equity Incentive Plan (the “Plan”). A copy of the Plan has been made available to Participant. All terms used in these Terms and Conditions that are defined in the Plan have the same meaning given them in the Plan.
1.
Grant of Stock Unit Award.
In accordance with the Plan, and effective as of the Date of Grant specified in the Grant Notice (the “Date of Grant”), the Company granted to the Participant, subject to the terms and conditions of the Plan and these Terms and Conditions, the number of Stock Units specified in the Grant Notice (the “Stock Units”). The Participant will earn the Stock Units to the extent that the requirements of Section 2 are satisfied. The Participant’s interest in the Stock Units that are earned in accordance with Section 2 will Vest,
i.e.
, will become nonforfeitable, to the extent that the requirements of Section 3 are satisfied. The Company will issue shares of Common Stock in accordance with Section 4 in settlement of the Stock Units, if any, that the Participant earns in accordance with Section 2 and that Vest in accordance with Section 3.
2.
Earning Stock Units
. This Section 2 determines the number of Stock Units that the Participant earns under these Terms and Conditions.
(a)
Performance Objectives
. The number of Stock Units that will be earned shall be determined under this Section 2(a) if the Participant’s employment with the Company or its Affiliates is continuous from the Date of Grant until December 31, 2018 and a Change in Control does not occur before 2019.
i.
Threshold Performance
. The Participant will earn fifty percent (50%) of the Stock Units if the Company’s ROCE in calendar year 2018 is 8.5% (“Threshold”).
ii.
Target Performance
. The Participant will earn one hundred percent (100%) of the Stock Units if the Company’s ROCE in calendar year 2018 is 10.7% (“Target”).
If the ROCE in calendar year 2018 is greater than the Threshold but less than the Target, the number of Stock Units earned by the Participant in excess of the Threshold award will be determined by a straight line interpolation of ROCE performance between Threshold and Target.
iii.
Maximum Performance
. The Participant will earn one hundred fifty percent (150%) of the Stock Units if the Company’s ROCE in calendar year 2018 is 12.8% or greater (“Maximum”).
If the ROCE in calendar year 2018 is greater than the Target but less than the Maximum, the number of Stock Units earned by the Participant in excess of the Target award will be determined by a straight line interpolation of ROCE performance between Target and Maximum.
For the purposes of these Terms and Conditions, the ROCE for each calendar year shall be determined by the Committee in accordance with the definition and procedures adopted by the Committee for purposes of the Company’s incentive awards.
(b)
Change in Control
. The Participant will earn one hundred percent (100%) of the Stock Units if (i) a Change in Control occurs before 2019 and (ii) either (x) the Participant’s employment with the Company or its Affiliates is continuous from the Date of Grant until the Control Change Date or (y) the Participant’s employment with the Company or its Affiliates is continuous from the Date of Grant until the date of a Qualifying Termination that occurs within ninety (90) days before the Control Change Date.
3.
Vesting in Stock Units
. The Participant’s interest in the Stock Units that are earned in accordance with Section 2 shall Vest as provided in this Section 3. For the avoidance of doubt, only Stock Units that are earned in accordance with Section 2 may Vest under this Section 3.
(a)
Continued Employment
. The Participant’s interest in all of the Stock Units that are earned in accordance with Section 2(a) shall Vest if the Participant’s employment with the Company or its Affiliates is continuous from the Date of Grant until the date shares of Common Stock are issued in settlement of the Stock Units; provided, however, that the Participant’s interest in all of the Stock Units that are earned in accordance with Section 2(a) shall Vest on the date of the Participant’s death if the Participant dies after 2018 and the Participant’s employment with the Company or its Affiliates is continuous from the Date of Grant until the date of the Participant’s death.
(b)
Change in Control
. All of the Stock Units that are earned in accordance with Section 2(b) shall Vest on the Control Change Date.
4.
Settlement of Stock Units.
The Stock Units that are earned in accordance with Section 2 and that Vest in accordance with Section 3 will be settled in accordance with this Section 4.
(a)
Committee Certification.
As soon as practicable after 2018 (but no later than March 15, 2019 or, if earlier, the date of a Change in Control that occurs in 2019), the Committee will determine the number of Stock Units that are earned under the provisions of Section 2(a) and that Vest under the provisions of Section 3(a). The Committee’s determination shall be set forth in writing, as part of the minutes of a meeting of the Committee, by unanimous consent or otherwise. The Committee’s written determination shall not be required in the case of Stock Units that are earned and that Vest pursuant to the provisions of Section 2(b) and Section 3(b), respectively.
(b)
Issuance of Common Stock.
As soon as practicable after the Committee’s certification under subparagraph (a) (if required), but no later than the earlier of March 15, 2019 or a Control Change Date, the Committee shall issue shares of Common Stock under the Plan in settlement of the Vested Stock Units earned by the Participant. The number of shares of Common Stock issued shall equal the number of Stock Units earned by the Participant under the provisions of Section 2 and that Vest under the provisions of Section 3.
(c)
Registration, etc.
Shares of Common Stock issued in settlement of the Stock Units shall be registered in the name of the Participant on the stock transfer books of the Company and may be evidenced by one or more certificates.
(d)
Vesting in Common Stock; Holding Requirement.
The Participant’s interest in the shares of Common Stock issued in settlement of the Stock Units shall be immediately Vested. If the Participant is subject to the Company’s Amended and Restated Executive Stock Ownership Policy (the “Policy”) and is not in compliance with the ownership requirements in the Policy, fifty percent of the Net Shares must be retained by the Participant,
i.e.
, those shares cannot be transferred, until the earlier of (i) the date that the Participant is in compliance with the ownership requirements of the Policy, (ii) the date that the Participant is not subject to the Policy, (iii) a Control Change Date, (iv) the date of the Participant’s death or (v) the date of the Participant’s Normal Retirement. For the purpose of this Agreement, “Net Shares” means the number of shares of Common Stock received in settlement of the Stock Units minus the number of shares, if any, surrendered by the Participant or retained by the Company to satisfy tax withholding obligations in accordance with Section 9.
5.
Forfeiture.
Stock Units that are not earned in accordance with Section 2 shall be forfeited as of December 31, 2018. Stock Units that are not Vested in accordance with Section 3 shall be forfeited on the date that the Participant ceases to be an employee of the Company or an Affiliate for any reason except (i) if the Participant dies in 2019 following continuous employment with the Company or its Affiliates from the Date of Grant until the date of the Participant’s death and (ii) if the Participant has a Qualifying Termination within ninety (90) days before a Control Change Date that occurs before 2019and the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant until the date of the Qualifying Termination.
6.
Nontransferability.
The Stock Units are nontransferable. The Participant, by will or by the laws of descent and distribution, may transfer the right to receive any Common Stock to be issued under Section 4(b) in the event of the Participant’s death after the date the Stock Units Vest and before the shares are issued. Except as provided in Section 4(d) and subject to the requirements of the securities laws, shares of Common Stock issued in settlement of the Stock Units shall be transferable when issued.
7.
Shareholder Rights.
The Participant shall not have any rights as a shareholder of the Company with respect to the Stock Units. Upon the issuance of shares of Common Stock in settlement of the Stock Units, the Participant shall have all of the rights of a shareholder of the Company with respect to those shares, including the right to vote the shares and to receive, free of all restrictions, all dividends on the shares.
8.
Recoupment Policy.
Participant acknowledges and agrees that the grant of this Stock Unit Award and the Participant’s rights in the Stock Units are subject to the terms and provisions of the Company’s Executive Incentive-Based Compensation Recoupment Policy as in effect on the Date of Grant (the “Policy”). Participant also agrees that, notwithstanding any other provision of this Agreement, the Company is entitled to recover from the Participant all or part of any benefits or compensation received in connection with this Stock Unit Award and the Stock Units (net of any income or employment taxes paid by the Participant on account of the settlement of the Stock Units or the sale of Common Stock received in settlement of the Stock Units, after giving effect to any tax benefit available to the Participant on account of the recoupment), that are subject to recoupment under the Policy. Participant acknowledges that a copy of the Policy has been made available to the Participant.
9.
Definitions
. The following definitions shall apply to these Terms and Conditions:
(a)
Cause
means (i) the Participant’s persistent willful misconduct or gross negligence in the performance of the Participant’s duties; (ii) the Participant’s conviction of any crime (or entering a plea of guilty or
nolo contendere
to any crime) constituting a felony; or (iii) the Participant’s willful and continuous nonperformance, lack of performance of or refusal to perform a reasonable order, policy or rule of the Company involving a material issue concerning the Company after written notice delivered to the Participant describing with specificity the elements of nonperformance, lack of performance or refusal to perform and the relevant order, policy or rule, and the Participant’s failure to have cured such nonperformance, lack of performance or refusal to perform within thirty (30) days following receipt of such written notice.
(b)
Control Change Date
means the date on which a Change in Control (as defined below) occurs. If a Change in Control occurs on account of a series of transactions, the Control Change Date is the date of the last of such transactions.
(c)
Change in Control
is defined in the Company’s Amended and Restated 2004 Equity Incentive Plan, or any successor thereto.
(d)
Good Reason
means, without the Participant’s express written consent (i) a material change (other than in connection with a promotion) or diminution of the Participant’s duties (excluding any change of the Participant’s duties that is attributable to the Company no longer being a public company); (ii) a material reduction by the Company in the annual rate of the Participant’s base salary; or (iii) a change in the location of the Participant’s principal office to a different place that is more than fifty (50) miles from the Participant’s principal office immediately prior to such change. A resignation shall not be with “Good Reason” unless the Participant gives the Company written notice specifying the event or condition that the Participant asserts constitutes Good Reason, the notice is given no more than ninety (90) days after the occurrence of the event or initial existence of the condition that the Participant asserts constitutes Good Reason and the Company has failed to remedy or cure the event or condition during the thirty (30) day period after such written notice is given to the Company.
(e)
Normal Retirement
means the voluntary separation by the Participant from the employment of the Company or an Affiliate on or after the date the Participant has reached age sixty-five.
(f)
Qualifying Termination
means a termination of the Participant’s employment with the Company and its Affiliates by the Company or an Affiliate without Cause or the Participant’s resignation from employment with the Company and its Affiliates with Good Reason.
10.
Withholding.
The Participant shall pay the Company any amount of taxes as may be necessary in the opinion of the Company to satisfy tax withholding required under the laws of any country, state, province, city or other jurisdiction, including but not limited to income taxes, capital gains taxes, transfer taxes, and social security contributions. In lieu thereof, the Company shall have the right to retain, from the shares of Common Stock to be issued under Section 4, the number of shares of Common Stock with Fair Market Value equal to the minimum amount required to be withheld. In any event, the Company shall have the right to deduct from all amounts paid to a Participant in cash (whether under the Plan or otherwise) any taxes required to be withheld.
11.
No Right to Continued Employment.
The award of the Stock Units does not give Participant any right with respect to continuance of employment by the Company or an Affiliate, nor shall it interfere in any way with the right of the Company or an Affiliate to terminate his or her employment at any time.
12.
Change in Capital Structure.
The number of Stock Units and the performance criteria in Section 2 shall be adjusted as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-ups subdivisions or consolidations of shares, other similar changes in capitalization or such other events as are described in the Plan or if the Company effects a significant sale or disposition of assets or operations on or before December 31, 2018, or if the Company completes a significant acquisition of assets or operations on or before December 31, 2018. In consideration of receiving this Stock Unit Award, Participant also agrees that the terms and conditions of other outstanding Plan awards may be adjusted as the Committee determines is equitably required or appropriate in the event the Company, on or before December 31, 2018 effects or completes a change in capitalization or a transaction described in the preceding sentence.
13.
Governing Law.
These Terms and Conditions and the Grant Notice shall be governed by the laws of the Commonwealth of Virginia.
14.
Conflicts.
In the event of any conflict between the provisions of the Plan as in effect on the Date of Grant and the provisions of these Terms and Conditions or the Grant Notice, the provisions of the Plan shall govern. All references herein to the Plan shall mean the plan as in effect on the Date of Grant.
15.
Participant Bound by Plan.
Participant hereby acknowledges that a copy of the Plan has been made available to him or her and agrees to be bound by all the terms and provisions of the Plan.
16.
Binding Effect.
Subject to the limitations stated above and in the Plan, these Terms and Conditions and the Grant Notice shall be binding upon Participant and his or her successors in interest and the successors of the Company.
-6-
Exhibit 10.2
TREDEGAR CORPORATION
NOTICE OF STOCK AWARD
You have been granted the following Stock Award by the Executive Compensation Committee of the Board of Directors of Tredegar Corporation (“Tredegar”):
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Name of Participant:
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[Name]
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Date of Grant:
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[___________ __, 2016]
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Number of Shares:
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[Number]
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Vesting:
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100% as of [___________ __, 2019]
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Transferability:
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As provided in the attached Stock Award Terms and Conditions.
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In addition to the foregoing terms, your Stock Award is subject to all of the terms and conditions contained in the attached Stock Award Terms and Conditions which are incorporated in this Notice of Stock Award by this reference. If any provision of this Notice of Stock Award is inconsistent with the aforementioned Stock Award Terms and Conditions, the Stock Award Terms and Conditions will control.
Please acknowledge your acceptance of this Stock Award and the attached Stock Award Terms and Conditions by signing and returning one copy of this Notice of Stock Award to Pat Thomas, Tredegar Corporation, 1100 Boulders Parkway, Richmond, Virginia, 23225
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TREDEGAR CORPORATION
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By:
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Participant
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Date:
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TREDEGAR CORPORATION
STOCK AWARD TERMS AND CONDITIONS
THESE STOCK AWARD TERMS AND CONDITIONS (“Terms and Conditions”) effective as of the _____ day of _____________, 2016, govern the Stock Award made by Tredegar Corporation, a Virginia corporation (the “Company”), to the participant (the “Participant”) named in the Notice of Stock Award to which these Terms and Conditions are attached (the “Grant Notice”), and are made in accordance with and subject to the provisions of the Company’s Amended and Restated 2004 Equity Incentive Plan (the “Plan”). A copy of the Plan has been made available to Participant. All terms used in these Terms and Conditions that are defined in the Plan have the same meaning given them in the Plan.
1.
Grant of Stock Award.
In accordance with the Plan, and effective as of the Date of Grant specified in the Grant Notice (the “Date of Grant”), the Company granted to Participant, subject to the terms and conditions of the Plan and these Terms and Conditions, the number of shares of Common Stock specified in the Grant Notice (the “Shares”). Subject to Section 2, the Shares shall be issued by the Company and registered in the name of the Participant on the stock transfer books of the Company.
2.
Terms and Conditions.
The Shares are subject to the following additional terms and conditions:
(a)
Rights as a Shareholder.
Upon the issuance of the Shares, the Participant shall be entitled to vote the Shares, and shall be entitled to receive, free of all restrictions, ordinary cash dividends. Stock received as a dividend on, or in connection with a stock split of, the Shares shall be subject to the same restrictions as the Shares. The Participant’s right to receive any extraordinary dividends or other distributions with respect to the Shares prior to their becoming vested and nonforfeitable (“Vested”) shall be at the sole discretion of the Committee, but in the event of any such extraordinary event, the Committee shall take action appropriate to preserve the value of, and prevent the unintended enhancement of, the Shares.
As soon as practicable after the Vested Shares become transferable in accordance with paragraph (e), the Participant’s rights in the Shares shall not be restricted.
(b)
Vesting.
Subject to the provisions of Sections 3, 4, 5 and 6, the Shares shall become Vested on the third anniversary of the Date of Grant.
(c)
Nontransferability.
Shares that are not Vested are nontransferable. Vested shares may be transferred on and after the date prescribed in paragraph (e).
(d)
Grant of Stock Power
. The Participant hereby appoints Patricia A. Thomas, or her successor, as the true and lawful attorney of the Participant, to endorse and execute for and in the name and stead of the Participant any certificates evidencing the Shares if any of the Shares are forfeited.
(e)
Holding Requirement; Transfer Restriction
. The “Net Vested Shares” may not be transferred until the earlier of (i) the sixth anniversary of the Date of Grant, (ii) a Control Change Date, (iii) the date of Participant’s death or (iv) the date of Participant’s Normal Retirement. For purposes of this Agreement, “Net Vested Shares” means the number of Shares that have become Vested minus the number of Shares, if any, surrendered by Participant or retained by the Company to satisfy tax withholding obligations in accordance with Section 8.
3.
Lapse of Restrictions in the Event of Death.
The restrictions on the Shares shall lapse,
i.e.
, the Shares shall be Vested and transferable, upon Participant’s death if Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant until the Participant’s death.
4.
Vesting Upon Permanent and Total Disability.
The Shares shall be vested upon Participant’s termination of employment on account of permanent and total disability (within the meaning of Section 22(e)(3) of the Code) if Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant until the date of termination on account of permanent and total disability (as previously defined).
5.
Effect of Other Terminations of Employment
. Subject to the provisions of Sections 3, 4 and 6, Shares that have not become Vested on or before the date the Participant ceases to be employed by the Company or an Affiliate shall be forfeited.
6.
Qualifying Termination Following a Change of Control.
The restrictions on the Shares shall lapse,
i.e.
, the Shares shall be vested and transferable, upon the Participant’s termination of employment with the Company and its Affiliates without Cause or the Participant’s resignation from employment with the Company and its Affiliates with Good Reason (each, a “Qualifying Termination”), in each case on or following the Control Change Date if the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant until the date of the Participant’s Qualifying Termination.
7.
Recoupment Policy
. Participant acknowledges and agrees that the grant of this Stock Award and the Participant’s rights in the Shares are subject to the terms and conditions of the Company’s Executive Incentive-Based Compensation Recoupment Policy as in effect on the Date of Grant (the “Policy”). Participant also agrees that, notwithstanding any other provision of this Agreement, the Company is entitled to recover from the Participant all or part of any benefits or compensation received in connection with this Stock Award and the Shares (net of any income or employment taxes paid by the Participant on account of the vesting of the Stock Award or sale of the Shares, after giving effect to any tax benefit available to the Participant on account of the recoupment), that are subject to recoupment under the Policy. Participant acknowledges that a copy of the Policy has been made available to the Participant.
8.
Definitions
. The following definitions shall apply to these Terms and Conditions:
(a)
Cause
means (i) the Participant’s persistent willful misconduct or gross negligence in the performance of the Participant’s duties; (ii) the Participant’s conviction of any crime (or entering a plea of guilty or
nolo contendere
to any crime) constituting a felony; or (iii) the Participant’s willful and continuous nonperformance, lack of performance of or refusal to perform a reasonable order, policy or rule of the Company involving a material issue concerning the Company after written notice delivered to the Participant describing with specificity the elements of nonperformance, lack of performance or refusal to perform and the relevant order, policy or rule, and the Participant’s failure to have cured such nonperformance, lack of performance or refusal to perform within thirty (30) days following receipt of such written notice.
(b)
Control Change Date
means the date on which a Change in Control (as defined below) occurs. If a Change in Control occurs on account of a series of transactions, the Control Change Date is the date of the last of such transactions.
(c)
Change in Control
is defined in the Company’s Amended and Restated 2004 Equity Incentive Plan, or any successor thereto.
(d)
Good Reason
means, without the Participant’s express written consent (i) a material change (other than in connection with a promotion) or diminution of the Participant’s duties (excluding any change of the Participant’s duties that is attributable to the Company no longer being a public company); (ii) a material reduction by the Company in the annual rate of the Participant’s base salary; or (iii) a change in the location of the Participant’s principal office to a different place that is more than fifty (50) miles from the Participant’s principal office immediately prior to such change. A resignation shall not be with “Good Reason” unless the Participant gives the Company written notice specifying the event or condition that the Participant asserts constitutes Good Reason, the notice is given no more than ninety (90) days after the occurrence of the event or initial existence of the condition that the Participant asserts constitutes Good Reason and the Company has failed to remedy or cure the event or condition during the thirty (30) day period after such written notice is given to the Company.
(e)
Normal Retirement
means the voluntary separation by Participant from the employment of the Company or an Affiliate on or after the date Participant has reached age sixty-five.
9.
Withholding.
The Participant shall pay the Company any amount of taxes as may be necessary in the opinion of the Company to satisfy tax withholding required under the laws of any country, state, province, city or other jurisdiction, including but not limited to income taxes, capital gains taxes, transfer taxes, and social security contributions. In lieu thereof, the Company shall have the right to retain the number of shares of Common Stock whose Fair Market Value equals the minimum amount required to be withheld. In any event, the Company shall have the right to deduct from all amounts paid to a Participant in cash (whether under the Plan or otherwise) any taxes required to be withheld. The Participant shall promptly notify the Company of any election made pursuant of Section 83(b) of the Code.
10.
No Right to Continued Employment.
The award of the Shares does not give Participant any right with respect to continuance of employment by the Company or an Affiliate, nor shall it interfere in any way with the right of the Company or an Affiliate to terminate his or her employment at any time.
11.
Change in Capital Structure.
The Shares shall be adjusted as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-ups subdivisions or consolidations of shares, other similar changes in capitalization or such other events as are described in the Plan.
12.
Governing Law.
These Terms and Conditions and the Grant Notice shall be governed by the laws of the Commonwealth of Virginia.
13.
Conflicts.
In the event of any conflict between the provisions of the Plan as in effect on the Date of Grant and the provisions of these Terms and Conditions or the Grant Notice, the provisions of the Plan shall govern. All references herein to the Plan shall mean the plan as in effect on the Date of Grant.
14.
Participant Bound by Plan.
Participant hereby acknowledges that a copy of the Plan has been made available to him or her and agrees to be bound by all the terms and provisions of the Plan.
15.
Binding Effect.
Subject to the limitations stated above and in the Plan, these Terms and Conditions and the Grant Notice shall be binding upon Participant and his or her successors in interest and the successors of the Company.
5
Exhibit 10.3
FIRST AMENDMENT TO SEVERANCE AGREEMENT
THIS FIRST AMENDMENT TO SEVERANCE AGREEMENT (this “Amendment”) is made and entered into as of February 25, 2016, between TREDEGAR CORPORATION, a Virginia corporation (the “Company”), and D. ANDREW EDWARDS (the “Executive”).
WHEREAS, the Company and the Executive entered into a Severance Agreement on June 25, 2015 (the “Severance Agreement”); and
WHEREAS, the Company and the Executive wish to amend the Severance Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth in this Amendment and the continuance of the mutual covenants and obligations set forth in the Severance Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive agree as follows:
1.
Term of Severance Agreement
. Effective as of February 25, 2016, Section 1 of the Severance Agreement is hereby amended to read as follows:
1.
Term of Agreement
. The effective date of this Agreement is the date that the Executive commences employment with the Company (the “Effective Date”). The term of this Agreement begins on the Effective Date and ends on the earlier of (i) February 25, 2019 and (ii) the first anniversary of the date (after February 26, 2016) that John D. Gottwald is not the Chief Executive Officer of the Company.
2.
No Other Changes
. Except as set forth in the preceding Section 1, all terms, provisions and conditions of the Severance Agreement will remain in full force and effect.
3.
Binding Effect
. This Amendment will be binding on and inure to the benefit of, and be enforceable by or against the Company and its successors and the Executive (and the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees).
4.
Counterparts
. This Amendment may be executed in counterparts, each of which shall be deemed an original but all of which together constitute one and the same instrument.
(Remainder of page intentionally left blank – signature page follows)
IN WITNESS WHEREOF, the Company and the Executive have executed this Amendment effective as of February 25, 2016.
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TREDEGAR CORPORATION
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By:
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/s/ A. Brent King
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A. Brent King, Vice President
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Date:
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February 25, 2016
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D. ANDREW EDWARDS
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/s/ D. Andrew Edwards
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Date:
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February 25, 2016
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