UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
_______________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
report (Date of earliest event reported): February 22, 2007
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Tredegar
Corporation
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(Exact
Name of Registrant as Specified in its
Charter)
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Virginia
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1-10258
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54-1497771
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1100
Boulders Parkway
Richmond,
Virginia
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23225
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (804)
330-1000
__________________________________________
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K is intended to simultaneously satisfy
the
filing obligation of the registrant under any of the following provisions
(see
General
Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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At
its
February 22, 2007 meeting, the Executive Compensation Committee of the Board
of
Directors of Tredegar Corporation approved a grant of performance units under
the 2004 Equity Incentive Plan to John D. Gottwald, President and Chief
Executive Officer. The Committee established a corporate-wide 2007 financial
performance target based on an economic-profit-added metric with respect to
his
performance units. Mr. Gottwald is eligible to receive up to 36,000 shares
of
Tredegar common stock. If the performance criteria for 2007 are satisfied,
50%
of the shares awarded to Mr. Gottwald will vest in 2008, with the remaining
50%
to vest in 2009. A copy of the form of Notice of Stock Unit Award and Stock
Unit
Award Terms and Conditions is attached hereto as Exhibit 10.21.
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Item
9.01
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Financial
Statements and Exhibits.
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(c)
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Exhibits.
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10.21
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Form
of Notice of Stock Unit Award and Stock Unit Award Terms and
Conditions
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2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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TREDEGAR
CORPORATION
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Date:
February 27, 2007
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By:
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/s/
McAlister C. Marshall, II
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McAlister
C. Marshall, II
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Vice
President, General Counsel and
Secretary
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3
EXHIBIT
INDEX
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EXHIBIT
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DESCRIPTION
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Form
of Notice of Stock Unit Award and Stock Unit Award Terms and
Conditions
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4
Exhibit
10.21
TREDEGAR
CORPORATION
NOTICE
OF STOCK UNIT AWARD
You
have
been granted the following Stock Unit Award by the Executive Compensation
Committee of the Board of Directors of Tredegar Corporation ("Tredegar"):
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Name
of Participant:
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[Name]
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Date
of Grant:
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[Grant
date]
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Number
of Stock Units:
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[Number
of Stock Units]
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Vesting:
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The
requirements for earning the award and vesting in the shares of Common
Stock issued in settlement of the award are set forth in the attached
Stock Unit Award Terms and
Conditions.
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Expiration
Date:
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None.
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Transferability:
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None;
other than by will or the laws of descent and
distribution.
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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.
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TREDEGAR
CORPORATION
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By:
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Participant
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Date:
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TREDEGAR
CORPORATION
STOCK
UNIT AWARD TERMS AND CONDITIONS
THESE
STOCK UNIT AWARD TERMS AND CONDITIONS (“Terms and Conditions”) effective as of
the ____ day of ____________, 2007, 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 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.
2. Earning
Stock Units.
This
Section 2 determines the number of Stock Units that the Participant earns under
these Terms and Conditions.
(a) Performance
Criteria.
The
Participant will earn Stock Units based on the EPA for calendar year 2007 as
follows:
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2007
EPA
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Stock
Units Earned
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$____________
(Threshold)
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______
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$____________
(Target)
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______
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$____________
or more (Maximum)
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______
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If
the
EPA for calendar year 2007 is greater than the Threshold but less than the
Target, then the additional number of Stock Units earned by the Participant
in
excess of _______ Stock Units will be determined based on a straight line
interpolation of the EPA in excess of the Threshold. If the EPA for calendar
year 2007 is greater than the Target but less than the Maximum, then the
additional number of Stock Units earned by the Participant in excess of _______
Stock Units will be determined based on a straight line interpolation of the
EPA
in excess of the Target.
(b) Effect
of Termination During 2007.
Except
as provided in subparagraphs (c) and (d), no Stock Units will be earned if
the
Participant’s employment with, and service to, the Company and its Affiliates
terminates or is terminated before January 1, 2008.
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(c) Disability
Termination or Death During 2007.
This
subparagraph (c) applies if the Participant’s employment with, and service to,
the Company and its Affiliates terminates before January 1, 2008, on account
of
the Participant’s permanent and total disability (as defined in Section 22(e)(3)
of the Code) or death. In that event, the number of Stock Units earned by the
Participant shall equal the number determined in accordance with subparagraph
(a) multiplied by a fraction. The numerator of the fraction shall be the number
of whole months that the Participant was employed by, or providing services
to,
the Company or an Affiliate during 2007 (including any period that the
Participant was absent from work for illness, injury or short term disability
prior to termination of employment) and the denominator shall be
twelve.
(d) Change
in Control.
The
Participant will earn _______ Stock Units if there is a Change in Control before
January 1, 2008.
3. Settlement
of Stock Units.
The
Stock Units will be settled in accordance with this Section 3.
(a) Committee
Certification.
As soon
as practicable after 2007 (but no later than March 15, 2008), the Committee will
determine the number of Stock Units that are earned under the provisions of
Section 2. 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, a written determination of the
Committee shall not be required in the case of Stock Units that are earned
pursuant to the provisions of Section 2(d).
(b) Issuance
of Common Stock.
As soon
as practicable after the Committee’s certification under subparagraph (a) (but
no later than March 15, 2008), the Committee shall issue shares of Common Stock
under the Plan in settlement of the 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. Notwithstanding the preceding sentences, _______
shares of Common Stock shall be issued to the Participant on the Control Change
Date if the Stock Units are earned pursuant to the provisions of Section
2(d).
(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. Certificates evidencing shares of
Common Stock that have not become Vested (as defined below) shall be held by
the
Company in accordance with the terms of the Plan and shall bear an appropriate
legend as the Committee shall determine. Custody of those certificates, without
legend, shall be delivered after the shares have become Vested (as defined
below).
4. Vesting
in Common Stock.
The
Participant’s interest in the shares of Common Stock issued under Section 3(b)
shall be nonforfeitable and transferable (“Vested”) as provided in this Section
4.
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(a) Immediate
Vesting.
The
Participant’s interest in one-half of the shares of Common Stock issued under
Section 3(b) shall be immediately Vested as of the date that the shares are
issued. Notwithstanding the preceding sentence, the Participant shall have
a
Vested interest in all of the shares of Common Stock issued under Section 3(b)
if the Common Stock was issued because the Stock Units were earned in accordance
with Section 2(c) (because the Participant’s employment with the Company and its
Affiliates ended in 2007 on account of death or permanent and total disability
(as defined above)) or Section 2(d) (because of a Change in Control during
2007).
(b) Delayed
Vesting.
The
Participant’s interest in any shares of Common Stock that are not immediately
Vested under subparagraph (a) shall become Vested (i) on January 15, 2009,
if
the Participant remains in the continuous employ of, or service to, the Company
or an Affiliate from the Date of Grant until January 15, 2009, (ii) on the
date
that the Participant’s employment and service ends on account of death or
permanent and total disability (as defined above) if the Participant remains
in
the continuous employ of, or service to, the Company or an Affiliate from the
Date of Grant until such termination or (iii) on a Control Change Date that
occurs before January 15, 2009, if the Participant remains in the continuous
employ of, or service to, the Company or an Affiliate from the Date of Grant
until the Control Change Date.
(c) Forfeiture.
Shares
of Common Stock that have not Vested under subparagraph (a) or (b) on or before
the date that the Participant’s employment with the Company and its Affiliates
terminates or is terminated shall be forfeited as of the date of such
termination.
5. Nontransferability.
The
Stock Units are nontransferable except by will or by the laws of descent and
distribution. Shares of Common Stock issued in settlement of the Stock Units
cannot be transferred before the shares become Vested.
6. Grant
of Stock Power.
The
Participant hereby appoints Patricia A. Thomas, or her successor, as the true
and lawful attorney of the Participant, to endorse and execute for and in the
name and stead of the Participant any certificates evidencing the shares of
Common Stock issued in settlement of the Stock Units if any of the shares are
forfeited.
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, ordinary cash
dividends. Stock received as a dividend on, or in connection with a stock split
of any shares of Common Stock issued in settlement of the Stock Units shall
be
subject to the same vesting restrictions as the underlying shares of Common
Stock. The Participant’s right to receive any extraordinary dividends or
distributions with respect to shares of Common Stock issued in settlement of
the
Stock Units that have not become Vested shall be at the sole discretion of
the
Committee, but in the event of any such extraordinary event, the Committee
shall
take action appropriate to preserve the value of, and to prevent the unintended
enhancement of value in such shares of Common Stock.
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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 Business 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
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(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 the 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 Rights Agreement between Tredegar
Corporation and American Stock Transfer & Trust Company, dated as of June
30, 1999, as amended.
(c) EPA
has the
same meaning as set forth in the 2007 Incentive Plan for Executive Officers
as
in effect at the time the Stock Units were awarded; provided, however, that
the
Committee may adjust the performance criteria, the calculation of EPA or both
on
account of changes in generally accepted accounting principles; changes in
the
allocation of revenues, expenses, assets and liabilities between the Company
or
one or more of its business units; changes in tax law and other events or
circumstances to assure that the performance criteria and calculation of EPA
reflect an accurate assessment of the economic profit added of the Company
or
one or more of its business units.
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 3, the number of shares
of
Common Stock with Fair Market Value equal to the minimum amount required to
be
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. The Participant shall promptly notify the Company
of any election made pursuant of Section 83(b) of the Code.
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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.
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.
7