Exhibit 10.20
BANDAG, INCORPORATED
PERFORMANCE UNIT AGREEMENT
You
have been selected to receive performance units (PUs) under the
Bandag, Incorporated 2004 Stock Grant and Awards Plan (the
“Plan”). The following sets forth the terms and
conditions of the PUs:
Participant: __________________________
1.
Grant of PUs . The Management Continuity and
Compensation Committee of the Board of Directors of the Company
(the “Committee”) has awarded to you PUs, subject to
the terms and conditions of this Agreement.
2.
General Terms of Your PUs . The number of PUs
subject to this Agreement is ______________.
The
value of each PU is the Fair Market Value of one share of the
Company’s Class A Common Stock (the
“Shares”).
The
"Grant Date" of this Award is: _________________
3.
Vesting of PUs . The PUs will vest in full as of
December 31, 2008, in accordance with the degree to which the
performance goals determined by the Management Continuity and
Compensation Committee and communicated to you (“Performance
Goals”) are met, provided, however, if you terminate
employment from the Company or an Affiliate as a result of death,
Disability or Retirement prior to December 31, 2008, your PUs
will continue until December 31, 2008, and payment will be
made to you (or your estate or beneficiary in the event of your
death) to the extent required under this Agreement, including any
payment required by Paragraph 5 hereof.
Except
in the case of death, Disability or Retirement, if you are
involuntarily terminated from the Company or an Affiliate prior to
December 31, 2008, you shall, to the extent the Performance
Goals are met, be entitled to a payment which shall be prorated
equitably based on the number of days you were employed by the
Company or the Affiliate during the performance period as compared
to the number of days in the performance period, including the
proration of any minimum guaranteed payment pursuant to Paragraph 5
hereof. You shall not be
