EXHIBIT
99.3
CON-WAY INC.
PERFORMANCE SHARE PLAN UNIT GRANT AGREEMENT
THIS AGREEMENT,
granted on the 29th
day of January, 2007 ("Grant Date"), by
Con-way Inc., a Delaware corporation (hereinafter called
"Company") to [Name
of Executive] (hereinafter called "Recipient").
WITNESSETH:
WHEREAS, the Company has adopted the Con-way Inc. 2006 Equity and
Incentive
Plan (the "Plan"), which Plan is incorporated into this Agreement by
reference;
WHEREAS, the Company encourages its executive officers to own securities of
the Company and thereby align their interests more closely with the
interests
of the other stockholders of the Company, 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 executive officers; and
WHEREAS, the
Company has determined that it would be to
the advantage and
interest of the Company and its stockholders to issue to Recipient the
Performance Share
Plan Units provided
for in this Agreement as an incentive
for increased efforts and successful achievements;
NOW, THEREFORE, the Company hereby grants to Recipient these Performance
Share Plan Units upon the following terms and conditions:
1. Defined
Terms. Except as otherwise
indicated herein, all
capitalized
terms used in this
Agreement without definition shall have the meanings
given to such terms in the Plan.
2. Performance
Share Plan Units.
As of the date of this Agreement,
the
Company hereby grants Recipient ______ units pursuant to Section 13 of
the
Plan, each representing the right to receive one (1) share of the
Company's Common
Stock upon the Committee's certification of the
achievement of the performance goals set forth in Section 3
(hereinafter
called the
"Performance
Share Plan Units") or, if Recipient makes
a
deferral pursuant
to Section 5, the end of the applicable deferral
period. No cash
payment is
required for the Performance Share Plan
Units, although Recipient is required to provide for applicable
taxes as
set
forth in Section 6. The number of Performance
Share Plan Units
granted hereunder
shall be adjusted from time to time for changes
in
capitalization, as provided in the Plan.
3. Vesting;
Performance Goals.
(a) The Performance Share Plan Units
shall vest upon the achievement of
the performance
goals described in this Section 3, which are
measured at the end of the three-year period commencing
January 1,
2007 and ending December 31, 2009 ("Performance Period"),
provided
that Recipient
has been an active full-time employee of the
Company, a Subsidiary, or an Affiliate at all times during the
period from
the date of this Agreement through the end of
the
Performance Period.
(b)
The number of
Performance Share Plan Units that shall vest shall be
equal to fifty percent (50%) of the total number of Performance
Share Plan
Units granted to Recipient under this Agreement
multiplied by
(a) the percentage corresponding to the
Company's
actual level of achievement of Revenue Growth goals shown in
Table
1 of Appendix A, which product shall be further multiplied by (b)
the percentage
corresponding
to the Company's
actual level of
Profitability shown in Table 2 of Appendix A. The Committee shall
have the authority to exercise "negative discretion" (as such term
is used in
Treasury Regulation section 1.162-27(e)(2)(iii)) in its
sole discretion to reduce the level of achievement of such goals
to
take into account the effects of acquisitions or dispositions
completed during
the Performance Period. The definitions of
"Revenue Growth" and "Profitability" are set forth on Appendix B
attached hereto.
The vesting percentages applicable to actual
levels of achievement of Revenue Growth between the levels
specified in
Table 1 of Appendix A shall be determined by
interpolation.
(c)
The achievement of the Revenue Growth
and Profitability goals will
be certified by
the Committee within
75 days after the end of the
Performance Period.
(d)
As soon as practicable
after Committee certification, shares of
Common Stock
will be issued to
Recipient, subject to satisfaction
of tax withholding
obligations and compliance with securities laws
and other applicable
laws. Any
fractional Performance Share Unit
that vests shall be settled in cash and shall not be converted
into
a fractional
share of Common Stock.
The determination of the
Committee regarding
the extent
to which the Revenue Growth and
Profitability goals
have been achieved shall be based on the
audited financial statements of the Company.
(e)
Notwithstanding the
foregoing provisions
of this Section 3, in the
case of Recipient's death, termination of
Recipient's
employment
with the Company, a
Subsidiary
or an Affiliate as a result of a
Disability, or upon a "Change in Control" (as defined in the Plan)
applicable to
Recipient (whether or not Recipient remains an
employee of the Company, a Subsidiary or Affiliate following such
Change in Control), a pro rata portion of the
Performance Share
Plan Units shall vest.
Such pro rata portion shall equal the
number of Performance Share Plan Units that would have
vested at
the target levels (i.e., 100%) of Revenue Growth and
Profitability,
multiplied by a fraction, the numerator of which is the number
of
full months elapsing in the Performance Period prior to
Recipient's
death, Disability or a Change of Control, and the denominator of
which is 36.
As used herein, "Disability" means a substantial mental or
physical
disability, as determined by the Committee in its sole
discretion.
(f)
For avoidance of
doubt, except for settlement in cash of fractional
Performance Share
Plan Units as provided
in Section 3(d)
above,
only shares of Common
Stock shall be
issuable upon the vesting of
Performance Share Plan Units, not cash.
4. Forfeiture.
All Performance Share
Plan Units
(if any) which have not
vested shall be
automatically, immediately and irrevocably forfeited if
Recipient ceases
to be an active
full-time employee of the Company, a
Subsidiary or an Affiliate for an
