HORIZON LINES, INC. 2012 INCENTIVE COMPENSATION PLAN AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENT

EX-10.1 2 d778216dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

HORIZON LINES, INC.

2012 INCENTIVE COMPENSATION PLAN

AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENT

PARTICIPANT: [                    ]

DATE: [                    ]

HORIZON LINES, INC., a Delaware corporation (the “Company”), hereby amends the terms of the Participant’s outstanding Restricted Stock Unit Agreements relating to Restricted Stock Units that have been granted to the Participant pursuant to the Horizon Lines, Inc. 2012 Incentive Compensation Plan (the “Plan”) as follows:

I.     For each Restricted Stock Unit Agreement relating to Restricted Stock Units granted to the Participant under the Plan, Section 3 relating to settlement of Restricted Stock Units is amended in its entirety to read as follows:

“3. Settlement of Vested RSUs.

 

  (a) Subject to all of the terms and conditions set forth in this Agreement and the Plan, including, without limitation, the vesting conditions, the Company shall pay to the Participant within thirty (30) days following termination of the Participant’s service as a member of the Board (or, if a Change of Control occurs before the Participant’s termination of service as a member of the Board, upon the occurrence of such Change of Control), a single lump sum cash payment equal to the product of (a) the Fair Market Value of a share of Company Stock determined as of the date of the termination of such Board service (or as of the occurrence of a Change of Control, if earlier) multiplied by (b) the number of vested RSUs.

 

  (b) The lump sum payment described in subsection (a) above shall include an additional amount of cash equal to the amount of dividend equivalents (if any) credited to the vested RSUs.”

 

1

II.     Except as amended hereby, each Restricted Stock Unit Agreement relating to the Restricted Stock Units granted to the Participant under the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, the Corporation has caused this Amendment to be executed by its duly authorized officer and its corporate seal duly attested as of the day and year first above written.

 

HORIZON LINES, INC

By:

  

 

 

[Name]

 

[Title]

I hereby acknowledge receipt of the above stated Amendment, and I agree to conform to all the terms and conditions of the Amendment.

 

Date____________________    Signature__________________________________

 

2