Exhibit 10.3
PLIANT
CORPORATION
2006 RESTRICTED STOCK
INCENTIVE PLAN
1.
PURPOSE OF PLAN
The purpose of the
Pliant Corporation 2006 Restricted Stock Incentive Plan (this
“ Plan ”) is to promote the success of Pliant
Corporation (the “ Corporation ”) and to
increase stockholder value by providing an additional means,
through the grant of the right to acquire shares of the
Corporation’s Series M Redeemable Preferred Stock, no par
value per share (the “ Restricted Stock ” or the
“ Series M Preferred ”), to attract, motivate,
retain and reward selected employees of the Corporation.
2.
ELIGIBILITY
The Administrator (as
such term is defined in Section 3.1) may grant the right to acquire
Restricted Stock under this Plan (a “ Restricted Stock
Award ”) only to those persons that the Administrator
determines to be Eligible Persons. An “ Eligible
Person ” is any person who is an officer (whether or not
a director), employee, consultant, advisor, agent or representative
of the Corporation or any of its Subsidiaries employed in such
capacity on the date such Restricted Stock is granted and is
designated an “Eligible Person” by the Administrator.
An Eligible Person who has been granted a Restricted Stock Award (a
“ participant ”) may, if otherwise eligible, be
granted the right to purchase additional shares of Restricted Stock
if the Administrator shall so determine.
3.
PLAN ADMINISTRATION
3.1
The Administrator . This
Plan shall be administered by, and all Restricted Stock Awards
awarded under this Plan shall be authorized by, the Administrator.
The “ Administrator ” means the Board of
Directors of the Corporation (the “ Board ”) or
one or more committees appointed by the Board to administer all or
certain aspects of this Plan. Any such committee shall be comprised
solely of two or more directors who are not Eligible Persons or
such number of directors who are not Eligible Persons as may be
required under applicable law and the Corporation’s
Bylaws.
3.2
Powers of the Administrator
. Subject to the express provisions of this Plan and any
limitations contained in a Restricted Stock Agreement (a “
Restricted Stock Agreement ”) entered into by the
participant, the Administrator is authorized and empowered to do
all things necessary or desirable in connection with the
authorization of shares of Restricted Stock and the administration
of this Plan (in the case of a committee, within the authority
delegated to that committee, including, without limitation, the
authority to:
(a)
determine eligibility and, from among those persons determined to
be eligible, the particular Eligible Persons who will receive a
Restricted Stock Award under this Plan;
(b)
grant Restricted Stock Awards to Eligible Persons, determine the
price at which shares of Restricted Stock will be offered or
awarded and the number of shares of Restricted Stock to be awarded
to any of such Eligible Persons, determine the other specific terms
and conditions of such Restricted Stock consistent with the express
limits of this Plan, establish the installments or terms (if any)
in which such shares of Restricted Stock shall vest (which may
include, without limitation, performance and/or time-based
criteria), or determine that no vesting is required, establish any
applicable performance targets, and establish the events of
termination or reversion of such Restricted Stock;
(c)
approve the forms of Restricted Stock Agreements, which need not be
identical among participants;
(d)
construe and interpret this Plan and any agreements defining the
rights and obligations of the Corporation and participants under
this Plan, further define the terms used in this Plan, and
prescribe, amend and rescind rules and regulations relating to the
administration of this Plan or the Restricted Stock granted under
this Plan;
(e)
cancel, modify, or waive the Corporation’s rights with
respect to, or modify, discontinue, suspend, or terminate any or
all outstanding shares of Restricted Stock;
(f)
accelerate or extend the vesting of any or all outstanding shares
of Restricted Stock in such circumstances as the Administrator may
deem appropriate (including, without limitation, in connection with
a termination of employment or services or other events of a
personal nature);
(g)
adjust the number of shares of Restricted Stock subject to any
Restricted Stock Award, adjust the price of any or all outstanding
shares of Restricted Stock or otherwise change previously imposed
terms and conditions, in such circumstances as the Administrator
may deem appropriate, in each case subject to Sections 4 and
8.6.2;
(h)
determine the date of grant of a Restricted Stock Award;
(i)
determine whether, and the extent to which, adjustments are
required pursuant to Section 7 hereof and authorize the
termination, conversion, substitution or succession of shares of
Restricted Stock upon the occurrence of an event of the type
described in Section 7;
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(j)
acquire or settle (subject to Sections 7 and 8.6.2) rights under
Restricted Stock in cash, stock of equivalent value, or other
consideration; and
(k)
determine the fair market value of the shares of Restricted Stock
awarded under this Plan from time to time and/or the manner in
which such value will be determined and make all other elections or
determinations under this Plan and under any Restricted Stock
Agreement.
3.3
Binding Determinations .
Any action taken by, or inaction of, the Corporation or the
Administrator relating or pursuant to this Plan and within its
authority hereunder or under applicable law shall be within the
absolute discretion of that entity or body and shall be conclusive
and binding upon all persons. Neither the Board nor any Board
committee, nor any member thereof or person acting at the direction
thereof, shall be liable for any act, omission, interpretation,
construction or determination made in good faith in connection with
this Plan (or any shares of Restricted Stock granted under this
Plan), and all such persons shall be entitled to indemnification
and reimbursement by the Corporation in respect of any claim, loss,
damage or expense (including, without limitation, attorneys’
fees) arising or resulting therefrom to the fullest extent
permitted by law, under the Corporation’s Amended and
Restated Certificate of Incorporation as amended from time to time
(the “ Charter ”) and/or, to the extent
available, under any directors and officers liability insurance
coverage that may be in effect from time to time.
3.4
Reliance on Experts . In
making any determination or in taking or not taking any action
under this Plan, the Administrator may obtain and may rely upon the
advice of experts, including employees and professional advisors to
the Corporation. No director, officer or agent of the Corporation
shall be liable for any such action or determination taken or made
or omitted in good faith.
3.5
Delegation . The
Administrator may delegate ministerial, non-discretionary functions
in connection with the administration of the Plan to individuals
who are officers or employees of the Corporation or to third
parties.
4.
SHARES OF RESTRICTED STOCK SUBJECT TO THE PLAN; SHARE LIMITS
4.1
Shares Available . Subject
to the provisions of Section 7.1, the aggregate number of shares of
Restricted Stock that may be awarded to Eligible Persons under this
Plan (the “ Share Limit ”) shall not exceed
8,000 shares of Series M Preferred.
4.2
Reissue of Awards and
Shares . Shares of Restricted Stock that are subject to
awards which are cancelled or terminated, are forfeited, fail to
vest, or for any other reason are not delivered under this Plan
shall again be available for subsequent awards under this Plan to
Eligible Persons.
4.3
Reservation of Shares; Fractional
Shares; Minimum Issue . The Corporation shall at all times
reserve a number of shares of Series M Preferred sufficient to
cover the Corporation’s obligations and contingent
obligations, if any, to issue and sell shares of Restricted Stock.
The Corporation has initially reserved 8,000
3
shares of Series M Preferred for issuance under
this Plan. Fractional shares may be issued or delivered under this
Plan.
5.
AWARDS
5.1
Restricted Stock Agreements
. Each Restricted Stock Award shall be evidenced by a written
Restricted Stock Agreement as approved by the Administrator and
executed on behalf of the Corporation and by the recipient of the
Restricted Stock Award. The Administrator may authorize any officer
of the Corporation to execute any or all Restricted Stock
Agreements on behalf of the Corporation. The Restricted Stock
Agreement shall set forth the material terms and conditions of such
Restricted Stock Award as established by the Administrator
consistent with the express limitations of this Plan.
5.2
Consideration for Restricted Stock
Awards . The purchase price for any shares of Restricted
Stock to be delivered pursuant to a Restricted Stock Award, as
applicable, may be paid by means of any lawful consideration as
determined by the Administrator, including, without limitation, one
or a combination of the following methods:
(a)
services rendered by the recipient of such Restricted Stock
Award;
(b)
cash, check payable to the order of the Corporation, or electronic
funds transfer; or
(c)
payment in such manner as may be authorized by the
Administrator;
In
no event shall any shares of Restricted Stock newly issued by the
Corporation be issued for less than the minimum lawful
consideration for such shares or for consideration other than
consideration permitted by applicable state law. The Corporation
will not be obligated to deliver any shares of Restricted Stock
unless and until it receives full payment of the purchase
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