Glatfelter Top Management Restricted Stock Unit Award Certificate

EX-10.(T) 6 w31558exv10wxty.txt GLATFELTER TOP MANAGEMENT RESTRICTED STOCK UNIT AWARD CERTIFICATE EXHIBIT 10 (t) GLATFELTER 2007 TOP MANAGEMENT RESTRICTED STOCK UNIT AWARD CERTIFICATE - -------------------------------------------------------------------------------- Award Number: Award Date: ------------------ Number of Restricted Stock Units: 1st Tranche Vesting Date: ------ -------------- 2nd Tranche Vesting Date: -------------- 3rd Tranche Vesting Date: -------------- THIS CERTIFIES THAT Glatfelter (the "Company") has on the Award Date specified above granted to [FIRST_NAME] [LAST_NAME] (the "Participant") an award (the "Award") to receive that number of Restricted Stock Units (the "RSUs") indicated above in the box labeled "Number of Restricted Stock Units," each RSU representing the right to receive one share of the Company's common stock, $.01 par value per share (the "Common Stock"), subject to certain restrictions and on the terms and conditions contained in this Award Certificate and the Company's 2005 Long-Term Incentive Plan (the "Plan"). In the event of any conflict between the terms of the Plan and this Award Certificate, the terms of the Plan shall prevail. Any terms not defined herein shall have the meaning set forth in the Plan. * * * * 1. Rights of the Participant with Respect to the Restricted Stock Units. (a) No Shareholder Rights. The RSUs granted pursuant to the Award do not and shall not entitle the Participant to any rights of a holder of Common Stock. The rights of the Participant with respect to the RSUs shall remain forfeitable at all times prior to the date on which such rights become vested, and the restrictions with respect to the RSUs lapse, in accordance with Section 2, 3 or 4. (b) Dividend Equivalents. The Company shall pay to Participants holding RSUs outstanding on the record date for the payment of any dividend on the Common Stock an amount equal to the dividend such Participant would have received on the payment date therefor if the shares of Common Stock issuable in accordance with such RSUs had been issued and outstanding on such record date. (c) Conversion of Restricted Stock Units; Issuance of Common Stock. No shares of Common Stock shall be issued to a Participant prior to the date on which the RSUs vest and the restrictions with respect to the RSUs lapse, in accordance with Section 2, 3 or 4. Neither this Section 1(c) nor any action taken pursuant to or in accordance with this Section 1(c) shall be Page 1 construed to create a trust of any kind. After all restrictions with respect to RSUs lapse pursuant to Section 2, 3 or 4, the Company shall cause to be issued as soon as practicably possible (subject to section 6(a)), in book-entry form, registered in the Participant's name or in the name of the Participant's legal representatives, beneficiaries or heirs, as the case may be, in payment for such RSUs that number of shares of Common Stock equal to the number of RSUs with respect to which the restrictions have lapsed. 2. Vesting. 1/3 of the total amount of RSUs awarded shall vest on each of the third, fourth, and fifth anniversaries of the date of the Award, and the restrictions with respect to the RSUs awarded shall lapse on the fifth anniversary of the date of the Award, if the Participant remains continuously employed by the Company or any of its subsidiaries until the respective vesting dates. 3. Early Vesting Upon Change in Control. Notwithstanding the other vesting provisions contained in Section 2, but subject to the other terms and conditions set forth herein, in the event of a Change in Control, as hereinafter defined, all of the RSUs that have been held for at least 6 months shall become immediately and unconditionally vested, and the restrictions with respect to such RSUs shall lapse. 4. Forfeiture or Early Vesting Upon Termination of Employment. (a) Termination of Employment Generally. If, prior to vesting of the RSUs pursuant to Section 2 or 3, the Participant ceases to be an employee of the Company or any of its subsidiaries for any reason (voluntary or involuntary), other than death, Disability or Retirement, then such nonvested RSUs shall be immediately and irrevocably forfeited. If, subsequent to vesting of the RSUs, the Participant ceases to be an employee for any reason without Cause, other than death, Disability or Retirement as described below under Section 4(b), the restrictions with respect to the vested RSUs shall continue until they would otherwise have lapsed if such employment had not terminated. If, subsequent to vesting of the RSUs, the Participant is terminated for Cause, all outstanding RSUs, whether vested or nonvested, shall be immediately and irrevocably forfeited. (b) Death, Disability or Retirement. Upon the death, Disability or Retirement of a Participant while employed by the Company or any of its subsidiaries, then an amount of unvested RSUs shall vest equal to a percentage, the numerator of which equals the number of days that has elapsed as of the date of death or Retirement or the date on which such Disability commenced (such date to be determined by the Compensation Committee in its sole discretion) in the vesting restriction period for each 1/3 tranche, and the denominator of which equals the total number of days in each such vesting restriction period, and the Company shall cause to be issued as soon as practicably possible (subject to section 6(a)), in book-entry form, registered in the Participant's name or in the name of the Participant's legal representatives, beneficiaries or heirs, as the case may be, in payment for the RSUs with respect to which all restrictions have lapsed that number of shares of Common Stock equal to the number of RSUs with respect to which all restrictions have lapsed. All unvested RSUs (after giving effect to the foregoing sentence) on the date of such death, Disability or Retirement will be immediately and irrevocably forfeited. 5. Restriction on Transfer. The RSUs and any rights under the Award may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of by the Participant, and any such purported sale, assignment, transfer, pledge, hypothecation or other disposition of RSUs or other rights under the Award shall be void and unenforceable against the Company and shall result in the immediate forfeiture of such RSUs and rights. Notwithstanding the foregoing, the Participant may, in the manner established by the Compensation Committee, designate a beneficiary or beneficiaries to exercise the rights of the Participant and receive any shares of Common Stock issued or any cash paid with respect to the RSUs upon the death of the Participant. Page 2 6. Tax Matters; Compliance with Code section 409A. (a) Distributions of Common Stock in payment for RSUs as described herein shall conform to the applicable requirements of Code section 409A including, without limitation, the requirement that a distribution to a Participant who is a "specified employee" within the meaning of Code section 409A(a)(2)(B)(i) which is made on account of the specified employee's separation from service shall not be made before the date which is six (6) months after the date of separation from service. (b) In order to comply with all applicable federal, state and local tax laws or regulations, the Company may take such actions as it deems appropriate to ensure that all applicable federal, state and local payroll, withholding, income or other taxes are withheld or collected from the Participant. (c) In accordance with the terms of the Plan, and such rules as may be adopted by the Compensation Committee under the Plan, the Participant may elect to satisfy the Participant's federal, state and local tax withholding obligations arising from the receipt of, the vesting of or the lapse of restrictions relating to, the RSUs, by (i) delivering cash, check or money order payable to the Company, or (ii) having the Company withhold a portion of the shares of Common Stock otherwise to be delivered having a Fair Market Value equal to the amount of such taxes. The Company will not deliver any fractional share of Common Stock but will instead round down to the next full number the amount of shares of Common Stock to be delivered. The Participant's election must be made on or before the date that any such withholding obligation with respect to the RSUs arises. If the Participant fails to timely make such an election, the Company shall have the right to withhold a portion of the shares of Common Stock otherwise to be delivered having a Fair Market Value equal to the amount of such taxes. 7. Miscellaneous. (a) The Award does not confer on the Participant any right with respect to the continuance of any relationship with the Company or its subsidiaries, nor will it interfere in any way with the right of the Company to terminate such relationship at any time. (b) The Company shall not be required to deliver any shares of Common Stock upon vesting or lapse of restrictions of any RSUs until the requirements of any federal or state securities laws, rules or regulations or other laws or rules (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied. (c) An original record of the Award and all the terms thereof, executed by the Company, shall be held on file by the Company. To the extent there is any conflict between the terms contained in the Award Certificate and the terms contained in the original record held by the Company, the terms of the original record held by the Company shall control. 8. Definitions. (a) "Board" shall mean the Board of Directors of the Company. (b) "Cause" shall mean (i) an act or acts of personal dishonesty taken by the Participant and intended to result in substantial personal enrichment of the Participant at the expense of the Company, (ii) the Participant's willful, deliberate and continued failure to substantially perform for the Company the Page 3 normal material duties related to Participant's job position which are not remedied in a reasonable period of time after receipt of written notice from the Company, (iii) violation by the Participant of any of the Company's policies, including, but not limited to, policies regarding sexual harassment, insider trading, confidentiality, non-disclosure, non-competition, non-disparagement, substance abuse and conflicts of interest and any other written policy of the Company, which violation could result in the termination of the Participant's employment; or (iv) the conviction of the Participant of a felony. (c) "Change in Control". For the purposes of this Certificate, a "Change in Control" shall mean: (i) The acquisition, directly or indirectly, other than from the Company, by any person, entity or "group" (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), excluding, for this purpose, the Company, its subsidiaries, any employee benefit plan of the Company or its subsidiaries, and any purchaser or group of purchasers who are descendants of, or entities controlled by descendants of, P.H. Glatfelter which acquires beneficial ownership of voting securities of the Company) (a "Third Party") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of directors; or (ii) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Directors") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the Incumbent Directors who are directors at the time of such vote shall be, for purposes of this Certificate, an Incumbent Director; or (iii) Consummation of (i) a reorganization, merger or consolidation, in each case, with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation (other than the acquiror) do not, immediately thereafter, beneficially own more than 50% of the combined voting power of the reorganized, merged or consolidated company's then outstanding voting securities entitled to vote generally in the election of directors, or (ii) a liquidation or dissolution of the Company or the sale of all or substantially all of the assets of the Company (whether such assets are held directly or indirectly) to a Third Party. In addition to the foregoing, a Change in Control with respect to an individual Participant shall be deemed to occur if the Participant's employment with the Company is terminated prior to the date on which a Change in Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Change in Control." Notwithstanding the foregoing, an event shall not constitute a Change in Control hereunder unless the event also satisfies the definition of a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, under Section 409A(a)(2)(A)(v) of the Code and the regulatory guidance issued thereunder. (d) "Code" shall mean the Internal Revenue Code of 1986, as amended. (e) "Committee" shall mean the Compensation Committee of the Board consisting of three or more Directors, each of whom shall be a "non-employee director" within the meaning of Rule 16b-3 Page 4 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as in effect from time to time, and an "outside director" within the meaning of Section 162(m) of the Code and regulations promulgated thereunder, as in effect from time to time. (f) "Disability" shall mean a disability due to any medically determinable physical or mental impairment that prevents a Participant from engaging in any substantial gainful activities, and that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. Disability shall be determined by the Committee in its sole discretion, which may engage a physician of its own choosing to assist in the determination. The Committee may, in its discretion, determine that a Participant is deemed disabled if determined to be totally disabled by the Social Security Administration. (g) ""Fair Market Value," shall mean, as of any date, (i) the closing sales price on such day, or if such day is not a business day, on the immediately preceding business day, of a Share as reported on the principal securities exchange on which shares of Common Stock are then listed or admitted to trading or (ii) if not so reported, as furnished by any member of the National Association of Securities Dealers, Inc. selected by the Committee. In the event that the price of a Share shall not be so reported or furnished, the Fair Market Value of a Share shall be determined by the Committee in good faith. (h) "Retirement" shall mean a Participant's retirement from employment with the Company and all affiliates on or after attaining age 65, or after attaining age 62 with 30 Benefit Years, which entitles the Participant to a Normal or Late Retirement benefit, or to an unreduced Early Retirement benefit, under the terms of the Glatfelter Retirement Plan for Salaried Employees or the Glatfelter Retirement Plan for Hourly Employees. A copy of the 2005 Long-Term Incentive Plan is attached to this Certificate. GLATFELTER --------------------------- By my signature below, I hereby acknowledge receipt of this Award Certificate on the date shown above, which has been issued to me under the terms and conditions of the Plan. I further acknowledge receipt of the copy of the Plan and agree to conform to all of the terms and conditions of the Award Certificate and the Plan. Signature: Date: ----------------------- ---------------------- [First_Name][Last_Name] Page 5