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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Number of
Shares:
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[No. of Shares]
Shares of Common Stock
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Vesting:
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100% as of
[Date]
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Transferability: None; other than by will
or the laws of descent and distribution.
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 ________________, 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 ______________, _____, 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 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,
certificates evidencing the Shares shall be issued by the Company
and registered in the name of the Participant on the stock transfer
books of the Company. However, certificates issued with respect to
the Shares shall be held by the Company in escrow under the terms
hereof. Such certificates shall bear the legend set forth in
Section 2(b) or such other appropriate legend as the Committee
shall determine, which legend shall be removed only if and when the
Shares vest as provided herein, at which time the certificates
shall be delivered to the Participant.
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 nonforfeitable 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.
(b)
Legend. Unless otherwise determined by the Committee, any
certificate issued in respect of the Shares prior to the lapse of
any outstanding restrictions relating thereto shall bear the
following legend:
“This
certificate and the shares of stock represented hereby are subject
to the terms and conditions, including the forfeiture provisions
and restrictions against transfer (the “Restrictions”),
contained in the Company's 2004 Equity Incentive Plan and an
agreement entered into between the registered owner and the
Company. Any attempt to dispose of these shares in contravention of
the applicable restrictions, including by way of sale, assignment,
transfer, pledge, hypothecation or otherwise, shall be null and
void and without effect.”
As soon as
practicable following the lapse of the restrictions in accordance
with paragraph (c), the Company shall reissue certificates for the
Shares without the restricted legend.
(c)
Lapse of Restrictions. Subject to the provisions of Sections
3, 4, 5 and 6, the Shares shall become vested and nonforfeitable on
the third anniversary of the Date of Grant.
(d)
Nontransferability. So long as the Shares are unvested, the
Shares are nontransferable except by will or by the laws of descent
and distribution.
(e)
Grant of Stock Power . The Participant hereby appoints
_________________, 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.
3. Lapse
of Restrictions in the Event of Death. The restrictions
on the Shares shall lapse 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.
