Form of Notice of Stock Unit Award and Stock Unit Award Terms and Conditions

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You have been granted the following Stock Unit Award by the Executive Compensation Committee of the Board of Directors of Tredegar Corporation (“Tredegar”):

Name of Participant:	[Name]
Date of Grant:	February 15, 2011
Number of Stock Units:	[Number]
Vesting:	The requirements for earning and vesting in the award are set forth in the attached Stock Unit Award Terms and Conditions.
Expiration Date:	None.
Transferability:	None; other than by will or the laws of descent and distribution as set forth in the attached Stock Unit Award Terms and Conditions.

In addition to the foregoing terms, your Stock Unit Award is subject to all of the terms and conditions contained in the attached Stock Unit Award Terms and Conditions which are incorporated in this Notice of Stock Unit Award by this reference.  If any provision of this Notice of Stock Unit Award is inconsistent with the aforementioned Stock Unit Award Terms and Conditions, the Stock Unit Award Terms and Conditions will control.

Please acknowledge your acceptance of this Stock Unit Award and the attached Stock Unit Award Terms and Conditions by signing and returning one copy of this Notice of Stock Award to Pat Thomas, Tredegar Corporation, 1100 Boulders Parkway, Richmond, Virginia, 23225.

 

			TREDEGAR CORPORATION
			By:
			Participant
			Date:

 

 

THESE STOCK UNIT AWARD TERMS AND CONDITIONS (“Terms and Conditions”) effective as of the 15th of February, 2011, govern the Stock Unit Award made by Tredegar Corporation, a Virginia corporation (the “Company”), to the participant (the “Participant”) named in the Notice of Stock Unit Award to which these Terms and Conditions are attached (the “Grant Notice”), and are made in accordance with and subject to the provisions of the Company’s Amended and Restated 2004 Equity Incentive Plan (the “Plan”).  A copy of the Plan has been made available to Participant.  All terms used in these Terms and Conditions that are defined in the Plan have the same meaning given them in the Plan.

1.             Grant of Stock Unit Award.  In accordance with the Plan, and effective as of the Date of Grant specified in the Grant Notice (the “Date of Grant”), the Company granted to the Participant, subject to the terms and conditions of the Plan and these Terms and Conditions, the number of Stock Units specified in the Grant Notice (the “Stock Units”).  The Participant will earn the Stock Units to the extent that the requirements of Section 2 are satisfied.  The Participant’s interest in the Stock Units that are earned in accordance with Section 2 will Vest, i.e., will become nonforfeitable, to the extent that the requirements of Section 3 are satisfied.  The Company will issue shares of Common Stock in accordance with Section 4 in settlement of the Stock Units, if any, that the Participant earns in accordance with Section 2 and that Vest in accordance with Section 3.

2.             Earning Stock Units.  This Section 2 determines the number of Stock Units that the Participant earns under these Terms and Conditions.

(a)           Threshold Performance.  The Participant will earn one-half of the Stock Units if the EPA for calendar year _________ exceeds the EPA for calendar year 2011 by at least $________ but less than $_____________.

(b)          Target Performance.  The Participant will earn all of the Stock Units if the EPA for calendar year ____________ exceeds the EPA for calendar year 2011 by at least _____________.

(c)           Change in Control.  The Participant will earn all of the Stock Units if there is a Change in Control before January 1, 2013.

For the purposes of these Terms and Conditions, the EPA for each calendar year shall be determined by the Committee in accordance with the definition and procedures previously adopted by the Committee for purposes of the Company’s incentive awards.

3.           Vesting in Stock Units.  The Participant’s interest in the Stock Units that are earned in accordance with Section 2 shall Vest as provided in this Section 3.  For the avoidance of doubt, only Stock Units that are earned in accordance with Section 2 may Vest under this Section 3.

 

(a)           Continued Employment.  The Participant’s interest in all of the Stock Units that are earned in accordance with Section 2 shall Vest if the Participant’s employment with the Company and its Affiliates is continuous from the Date of Grant until the date shares of Common Stock are issued in settlement of the Stock Units.

(b)          Change in Control.  The Participant’s interest in all of the Stock Units that are earned in accordance with Section 2 shall Vest on the Control Change Date if the Participant’s employment with the Company and its Affiliates is continuous from the Date of Grant until the Control Change Date.

4.             Settlement of Stock Units.  The Stock Units will be settled in accordance with this Section 4.

(a)           Committee Certification.  As soon as practicable after 2012 (but no later than March 15, 2013), the Committee will determine the number of Stock Units that are earned under the provisions of Section 2 and that Vest under the provisions of Section 3.  The Committee’s determination shall be set forth in writing, as part of the minutes of a meeting of the Committee, by unanimous consent or otherwise.  Notwithstanding the preceding sentences the Committee’s written determination shall not be required in the case of Stock Units that are earned and that Vest pursuant to the provisions of Section 2(c) and Section 3(b), respectively.

(b)          Issuance of Common Stock.  As soon as practicable after the Committee’s certification under subparagraph (a) (but no later than March 15, 2013), the Committee shall issue shares of Common Stock under the Plan in settlement of the Vested Stock Units earned by the Participant.  The number of shares of Common Stock issued shall equal the number of Stock Units earned by the Participant under the provisions of Section 2 and that Vest under the provisions of Section 3.  Notwithstanding the preceding sentences shares of Common Stock shall be issued no later than the Control Change Date if the Stock Units are earned p ursuant to the provisions of Section 2(c).

(c)           Registration, etc.  Shares of Common Stock issued in settlement of the Stock Units shall be registered in the name of the Participant on the stock transfer books of the Company and may be evidenced by one or more certificates.

(d)           Vesting in Common Stock.  The Participant’s interest in the shares of Common Stock issued in settlement of the Stock Units shall be immediately vested and transferable.

5.           Forfeiture.  Stock Units that are not earned in accordance with Section 2 shall be forfeited.  Stock Units that are earned in accordance with Section 2 but that do not Vest in accordance with Section 3 shall be forfeited.

6.           Nontransferability.  The Stock Units are nontransferable.  The Participant, by will or by the laws of descent and distribution, may transfer the right to receive any Common Stock to be issued under Section 4(b) in the event of the Participant’s death after the date the Stock Units Vest and before the shares are issued.

 

7.             Shareholder Rights.  The Participant shall not have any rights as a shareholder of the Company with respect to the Stock Units.  Upon the issuance of shares of Common Stock in settlement of the Stock Units, the Participant shall have all of the rights of a shareholder of the Company with respect to those shares, including the right to vote the shares and to receive, free of all restrictions, all dividends on the shares.

8.             Definitions.  The following definitions shall apply to these Terms and Conditions:

(a)           Control Change Date means the date on which a Change in Control (as defined below) occurs.  If a Change in Control occurs on account of a series of trans­actions, the Control Change Date is the date of the last of such transactions.

(b)          Change in Control means the occurrence of any of the following events:

(1)           any Person or group (within the meaning of Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended) (other than a Person who is not an Acquiring Person), at any time becomes the Beneficial Owner of 50% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Voting Securi­ties”), other than (i) through an acquisition of Voting Securities directly from the Company, (ii) as a result of the Company’s repur­chase of Voting Secu­rities if, thereafter, such Benefi­cial Owner pur­chases no additional Voting Securities, or (iii) pur­suant to a Business Combina­tion (as defined below) that does not constitute a Change in Control pursuant to subparagraph 8(b)(3) below;

(2)           Continuing Directors cease to constitute a majority of the members of the Board other than pur­suant to a Business Combination that does not constitute a Change in Control pursuant to subparagraph 8(b)(3) below;

(3)           consummation of a reorganization, merger, share exchange or consoli­dation (a “Business Combination”), in each case, unless immedi­ately following such Business Combina­tion, (i) all or substantially all of the Persons who were the Beneficial Owners, respectively, of the Common Stock and Voting Securities outstanding imme­diately prior to such Business Combination Benefi­cially Own more than 80% of, respec­tively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securi­ties entitled to vote generally in the election of directors, as the case may be, of the corporation result­ing from such Bus iness Combination (including, without limitation, a corporation which as a result of such transaction owns the Company through one or more Subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combina­tion, of the Common Stock and Voting Securities, as the case may be, (ii) no Person (other than a Person who is not an Acquiring Person) Beneficially Owns 50% or more of, respectively, the then outstanding shares of common stock of the cor­poration resulting from such Business combination or the combined voting power of the then outstanding voting securities of such corporation and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination are Continuing Directors; or

 

(4)           the shareholders of the Company approve a complete liquidation or dissolution of the Company or the consummation of a sale or other disposition of all or substan­tially all of the assets of the Company, in each case, unless immediately following such liquidation, dissolution, sale or other disposition, (i) more than 80% of, respectively, the then outstanding shares of common stock of such cor­poration and the combined voting power of the then out­standing voting securities of such corporation entitled to vote generally in the election of directors is then Bene­fi­cially Owned by all or substantially all of the Persons who were the Beneficial Owners, respec­tively, of t he Common Stock and Voting Securities outstanding immedi­ately prior to such sale or other disposition in substan­tially the same proportion as their ownership, immedi­ately prior to such sale or other disposition, of such Common Stock and Voting Securities, as the case may be, (ii) less than 20% of, respectively, the then out­standing shares of common stock of such corporation and the com­bined voting power of the then outstanding voting securi­ties of such corporation entitled to vote generally in the election of directors is then Beneficially Owned by any Person (other than any Person who is not an Acquiring Person), and (iii) at least a majority of the members of the board of directors of such corporation are Continuing Directors immedi­ately following such sale or disposition.

For purposes of the definition of Change of Control, the terms Acquiring Person, Beneficial Owner, Company, Continuing Director, and Person shall have the same definitions given them in the Amended and Restate Rights Agreement between Tredegar Corporation and National City Bank, dated as of June 30, 2009, as amended.

9.             Withholding.  The Participant shall pay the Company any amount of taxes as may be necessary in the opinion of the Company to satisfy tax withholding required under the laws of any country, state, province, city or other jurisdiction, including but not limited to income taxes, capital gains taxes, transfer taxes, and social security contributions.  In lieu thereof, the Company shall have the right to retain, from the shares of Common Stock to be issued under Section 4, the number of shares of Common Stock with Fair Market Value equal to the minimum amount required to b e withheld.  In any event, the Company shall have the right to deduct from all amounts paid to a Participant in cash (whether under the Plan or otherwise) any taxes required to be withheld.

10.           No Right to Continued Employment.  The award of the Stock Units does not give Participant any right with respect to continuance of employment by the Company or an Affiliate, nor shall it interfere in any way with the right of the Company or an Affiliate to terminate his or her employment at any time.

 

11.           Change in Capital Structure.  The number of Stock Units and the performance criteria in Section 2 shall be adjusted as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-ups subdivisions or consolidations of shares, other similar changes in capitalization or such other events as are described in the Plan or if the Company effects a significant sale or disposition of assets or operations on or before December 31, 2011, or if the Company completes a significant acquisition of assets or operations on or before De cember 31, 2011.  In consideration of receiving this Stock Unit Award, Participant also agrees that the terms and conditions of other outstanding Plan awards may be adjusted as the Committee determines is equitably required or appropriate in the event the Company, on or before December 31, 2011 effects or completes a change in capitalization or a transaction described in the preceding sentence.

12.           Governing Law.  These Terms and Conditions and the Grant Notice shall be governed by the laws of the Commonwealth of Virginia.

13.           Conflicts.  In the event of any conflict between the provisions of the Plan as in effect on the Date of Grant and the provisions of these Terms and Conditions or the Grant Notice, the provisions of the Plan shall govern.  All references herein to the Plan shall mean the plan as in effect on the Date of Grant.

14.           Participant Bound by Plan.  Participant hereby acknowledges that a copy of the Plan has been made available to him or her and agrees to be bound by all the terms and provisions of the Plan.

15.           Binding Effect.  Subject to the limitations stated above and in the Plan, these Terms and Conditions and the Grant Notice shall be binding upon Participant and his or her successors in interest and the successors of the Company.