Exhibit 10.1
CON-WAY INC.
RESTRICTED STOCK AWARD AGREEMENT
(Service-Based Vesting)
THIS AGREEMENT, granted on the [__] day of [______], 20[__], by
Con-way Inc.,
a Delaware corporation (hereinafter called "Company"), to
[First Name] [Last
Name] (hereinafter called "Recipient").
WITNESSETH:
WHEREAS, Company has adopted the Con-way Inc. 2003 Equity
Incentive Plan for
Non-Employee Directors, as amended
from time to time (as so amended, the
"Plan"), which Plan is incorporated in this Agreement by reference
and made a
part of it;
WHEREAS, the Company encourages its Directors to own shares
of the Company's
stock and thereby to align their interests more closely with the
interests of
the other stockholders of the Company, and desires to
motivate Recipient by
providing Recipient with a direct interest in the Company's
attainment of its
financial goals, and desires to provide a financial incentive
that will help
attract and retain the most qualified Directors; and
WHEREAS, the Company has determined that it would
be to the advantage and
interest of the Company and its stockholders to
issue the restricted stock
provided for in this Agreement to the Recipient as an incentive for
increased
efforts and successful achievements;
NOW, THEREFORE, the Company hereby grants to Recipient this
Restricted Stock
Award upon the following terms and conditions:
1. Restricted Stock Award. As of the
date of this Agreement (the "Grant
Date"), Company has
issued to Recipient [_____] shares of its Common
Stock (hereinafter
called the "Stock") as a stock award ("Restricted
Stock
Award"). The Company may at its election either (a)
after the
Grant Date, issue a
certificate representing the Stock subject to the
Award and place a
legend on and stop transfer notice describing the
restrictions on and
forfeitability of such Stock, in which case the
Company may retain such
certificates or deliver such certificates to
its designated agent
unless and until the Stock represented by such
certificate has
vested and may cancel such certificate if and to the
extent that the
Stock is forfeited or otherwise
required to be
transferred
back to the Company, or (b) not issue any
certificate
representing Stock
subject to this Agreement and instead
document
Recipient' s
interest in the Stock by
notifying the Company's
transfer
agent ("Transfer Agent") and requesting that the
Transfer
Agent hold the
Stock in book entry form in Recipient's name with the
applicable
restrictions noted in the book entry system. Book
entry
adjustments shall be
made as specified in Paragraph 5. Subject
to
the other
provisions of this Agreement, Recipient shall
have all
rights of a stockholder
with respect thereto, including the right to
vote,
to receive dividends (including
stock dividends), to
participate
in stock splits or other
recapitalizations, and to
exchange
such shares in a
merger, consolidation or other
reorganization. Recipient hereby
acknowledges that Recipient is
acquiring the Stock
issued hereunder for investment and not with
a
view to the distribution
thereof, and that Recipient does not intend
to subdivide Recipient's
interest in the Stock with any other person.
2. Restrictions.
(a) Except as
otherwise provided in the Plan, during the period when
any shares
of Stock issued hereunder are subject to
restrictions
imposed pursuant to this
Paragraph 2, such shares of Stock shall be
deemed to
be "Restricted Securities" and
shall not be sold,
transferred by
gift, pledged, hypothecated or otherwise transferred
or disposed of by
Recipient until the restrictions on such Restricted
Securities shall lapse
as provided in Paragraph 3 hereof.
(b)All Restricted
Securities shall be subject to the limitations on
transferability set
forth in Section 6(e) of the Plan, except
that
the committee referred
to in paragraph 12 may, in its discretion, (i)
pursuant to rules
adopted by such committee, permit transfer(s) of
Restricted Securities in
connection with Recipient's estate planning,
and (ii) permit
transfers upon divorce or marital dissolution.
(c) Stocks
Held in Book Entry Form. Upon vesting of any shares
of
Stock held by
Transfer Agent in book entry form, the Company
shall
notify Transfer Agent of
such vesting and Transfer Agent shall make
all necessary book entry
adjustments in accordance with Paragraph 5
below.
(d) Stock
Evidenced by Certificate. If the Company
issues stock
certificates
in accordance with
Paragraph 1(a) above, such
Restricted Securities
shall be evidenced by one or more certificates
which bear the following
legend:
"These
shares are subject to the restrictions enumerated
in the
Con-way
Inc. 2003 Equity Incentive Plan for Non-Employee
Directors
and in the
Restricted Stock Award Agreement dated as
of [______
__,]
20[__]. between Con-way Inc. and the registered
holder of
these
shares."
Upon vesting of any shares
of Stock evidenced by
stock
certificates, the Company shall cause new stock certificates
to be
issued to
evidence the Stock. In such case, all
shares of Stock
that have
vested, and that therefore are no longer
classified as
Restricted Securities, shall be evidenced
by a new certificate
which does
not bear the legend referred to above, which certificate
shall be
delivered to Recipient.
All shares
(if any) of Stock which remain unvested at such
time,
and
which therefore continue to be
classified as Restricted
Securities, shall be evidenced by a new
certificate bearing the
legend
referred to above, which certificate shall be delivered
to
and held by
the Company or its designated agent.
3. Lapse of Restrictions; Vesting.
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