Tredegar Corporation






  Exhibit
    10.11

   

  TREDEGAR
    INDUSTRIES, INC.

   

  DIRECTORS’
    STOCK PLAN


 











   

  TABLE
    OF CONTENTS

  	
        ARTICLE
          I DEFINITIONS

      	
        1

      
	
         
      
	
        1.01.
          Affiliate

      	
        1

      
	
         
      
	
        1.02.
          Agreement

      	
        1

      
	
         
      
	
        1.03.
          Board

      	
        1

      
	
         
      
	
        1.04.
          Code

      	
        1

      
	
         
      
	
        1.05.
          Committee

      	
        1

      
	
         
      
	
        1.06.
          Common Stock

      	
        1

      
	
         
      
	
        1.07.
          Company

      	
        1

      
	
         
      
	
        1.08.
          Fair Market Value

      	
        1

      
	
         
      
	
        1.09.
          Option

      	
        2

      
	
         
      
	
        1.10.
          Participant

      	
        2

      
	
         
      
	
        1.11.
          Plan

      	
        2

      
	
         
      
	
        1.12.
          Stock Award

      	
        2

      
	
        ARTICLE
          II PURPOSES

      	
        2

      
	
        ARTICLE
          III ADMINISTRATION

      	
        2

      
	
        ARTICLE
          IV ELIGIBILITY

      	
        3

      
	
        ARTICLE
          V STOCK SUBJECT TO PLAN

      	
        3

      
	
         
      
	
        5.01.
          Shares Issued.

      	
        3

      
	
         
      
	
        5.02.
          Aggregate Limit.

      	
        3

      
	
         
      
	
        5.03.
          Reallocation of Shares.

      	
        4

      
	
        ARTICLE
          VI OPTIONS

      	
        4

      
	
         
      
	
        6.01.
          Award.

      	
        4

      
	
         
      
	
        6.02.
          Option Price.

      	
        4

      
	
         
      
	
        6.03.
          Maximum Option Period

      	
        4

      
	
         
      
	
        6.04.
          Nontransferability.

      	
        4

      
	
         
      
	
        6.05.
          Transferable Options.

      	
        5

      
	
         
      
	
        6.06.
          Director Status.

      	
        5

      
	
         
      
	
        6.07.
          Exercise.

      	
        5

      
	
         
      
	
        6.08.
          Payment.

      	
        5

      
	
         
      
	
        6.09.
          Shareholder Rights.

      	
        5

      
			


   

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        ARTICLE
          VII STOCK AWARDS

      	
        6

      
	
         
      
	
        7.01.
          Award.

      	
        6

      
	
         
      
	
        7.02.
          Vesting.

      	
        6

      
	
         
      
	
        7.03.
          Director Status.

      	
        6

      
	
         
      
	
        7.04.
          Shareholder Rights

      	
        6

      
	
        ARTICLE
          VIII ADJUSTMENT UPON CHANGE IN COMMON STOCK

      	
        7

      
	
         
      
	
        ARTICLE
          IX COMPLIANCE WITH LAW ANDAPPROVAL OF REGULATORY BODIES

      	
        7 
      

	
        ARTICLE
          X GENERAL PROVISIONS

      	
        8

      
	
         
      
	
        10.01.
          Effect on Service.

      	
        8

      
	
         
      
	
        10.02.
          Unfunded Plan.

      	
        8

      
	
         
      
	
        10.03.
          Rules of Construction.

      	
        8

      
	
        ARTICLE
          XI AMENDMENT

      	
        8

      
	
        ARTICLE
          XII DURATION OF PLAN

      	
        9

      
	
        ARTICLE
          XIII EFFECTIVE DATE OF PLAN

      	
        9

      
					


   

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  ARTICLE
    I

  DEFINITIONS

  	
        1.01.

      	
        Affiliate

      


  Affiliate
    means any "subsidiary" or "parent" corporation (within the meaning of Section
    424 of the Code) of the Corporation.

  	
        1.02.

      	
        Agreement

      


  Agreement
    means a written agreement (including any amendment or supplement thereto)
    between the Company and a Participant specifying the terms and conditions
    of an Option or Stock Award granted to such Participant.

  	
        1.03.

      	
        Board

      


  Board
    means the Board of Directors of the Company.

  	
        1.04.

      	
        Code

      


  Code
    means the Internal Revenue Code of 1986, and any amendments thereto.

  	
        1.05.

      	
        Committee

      


  Committee
    means the Executive Committee of the Board.

  	
        1.06.

      	
        Common
          Stock

      


  Common
    Stock means the common stock of the Company.

  	
        1.07.

      	
        Company

      


  Company
    means Tredegar Industries, Inc.

  	
        1.08.

      	
        Fair
          Market Value

      


  Fair
    Market Value means, on any given date, the closing price of a share of Common
    Stock as reported on the New York Stock Exchange composite tape on such date,
    or if the Common Stock was not traded on the New York Stock Exchange on such
    day, then on the next preceding day that the Common Stock was traded on such
    exchange, all as reported by such source as the Committee may select.


 











   

  	
        1.09.

      	
        Option

      


  Option
    means a stock option that entitles the holder to purchase from the Company
    a stated number of shares of Common Stock at the price set forth in an Agreement.

  	
        1.10.

      	
        Participant

      


  Participant
    means a member of the Board who is not an employee of the Company or an Affiliate
    of the Company, who is selected to receive an Option, a Stock Award, or both.

  	
        1.11.

      	
        Plan

      


  Plan
    means the Tredegar Industries, Inc. Directors’ Stock Plan. 

  	
        1.12.

      	
        Stock
          Award

      


  Stock
    Award means Common Stock awarded to a Participant under Article VII.

  ARTICLE
    II

  PURPOSES

  The
    Plan is intended to assist the Company in recruiting and retaining as members
    of the Board individuals with ability and initiative by enabling such persons
    to participate in the future success of the Company and to associate their
    interests with those of the Company and its shareholders. The Plan is intended
    to permit the grant of Options and Stock Awards. The proceeds received by
    the Company from the sale of Common Stock pursuant to this Plan shall be used
    for general corporate purposes.

  ARTICLE
    III

  ADMINISTRATION

  The
    Plan shall be administered by the Committee; provided, however, that all awards
    under the Plan shall be subject to the final approval of the Board. Subject
    to the preceding sentence, the Committee shall have authority to grant Options
    and Stock Awards upon such terms (not inconsistent with the provisions of
    this Plan), as the Committee may consider appropriate. Such terms may include
    conditions (in addition to those contained in this Plan), on the exercisability
    of all or any part of an Option or on the vesting or transferability or both
    of Stock Awards. Notwithstanding any
    such conditions, the Committee may, in its discretion (but subject to the
    approval of the Board), accelerate the time at which any Option may be exercised
    or the time at which any Stock Award may become nonforfeitable, exercisable,
    or both. In addition, the Committee shall have complete authority to interpret
    all provisions of this Plan; to prescribe the form of Agreements; to adopt,
    amend, and rescind rules and regulations pertaining to the administration
    of the Plan; and to make all other determinations necessary or advisable for
    the administration of this Plan. The express grant in the Plan of any specific
    power to the Committee shall not be construed as limiting any power or authority
    of the Committee (other than the requirement that all awards under the Plan
    must be approved by the Board). Any decision made, or action taken, by the
    Committee or the Board or in connection with the administration of this Plan
    shall be final and conclusive. No member of the Committee or the Board shall
    be liable for any act done in good faith with respect to this Plan or any
    Agreement, Option or Stock Award. All expenses of administering this Plan
    shall be borne by the Company.


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  ARTICLE
    IV

  ELIGIBILITY

  Any
    member of the Board who is not an employee of the Company or an Affiliate
    (including a corporation that becomes an Affiliate after the adoption of this
    Plan), is eligible to participate in this Plan if the Committee, with the
    approval of the Board, determines that such person has contributed significantly
    or can be expected to contribute significantly to the profits or growth of
    the Company.

  ARTICLE
    V

  STOCK
    SUBJECT TO PLAN

  	
        5.01.

      	
        Shares
          Issued.

      


  Upon
    the award of shares of Common Stock pursuant to a Stock Award the Company
    may issue shares of Common Stock from its authorized but unissued Common Stock.
    Upon the exercise of any Option the Company may deliver to the Participant
    (or the Participant's broker if the Participant so directs), shares of Common
    Stock from its authorized but unissued Common Stock. 

  	
        5.02.

      	
        Aggregate
          Limit.

      


  The
    maximum aggregate number of shares of Common Stock that may be issued under
    this Plan pursuant to the exercise of Options and the grant of Stock Awards
    is 15,000 shares. The maximum aggregate number of shares that may be issued
    under this Plan shall be subject to adjustment as provided in Article VIII. 


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        5.03.

      	
        Reallocation
          of Shares.

      


  If
    an Option is terminated, in whole or in part, for any reason other than its
    exercise, the number of shares of Common Stock allocated to the Option or
    portion thereof may be reallocated to other Options and Stock Awards to be
    granted under this Plan. If a Stock Award is forfeited, in whole or in part,
    the number of shares of Common Stock allocated to the Stock Award or portion
    thereof may be reallocated to other Options and Stock Awards to be granted
    under this Plan.

  ARTICLE
    VI

  OPTIONS

  	
        6.01.

      	
        Award.

      


  In
    accordance with the provisions of Article IV, the Committee, subject to the
    approval of the Board, will designate each individual to whom an Option is
    to be granted. 

  	
        6.02.

      	
        Option
          Price.

      


  The
    price per share for Common Stock purchased on the exercise of an Option shall
    be determined by the Committee on the date of grant, subject to the approval
    of the Board, but shall not be less than the Fair Market Value on the date
    the Option is granted.

  	
        6.03.

      	
        Maximum
          Option Period

      


  The
    maximum period in which an Option may be exercised shall be determined by
    the Committee on the date of grant, subject to the approval of the Board,
    except that no Option shall be exercisable after the expiration of ten years
    from the date such Option was granted.

  	
        6.04.

      	
        Nontransferability.

      


  Except
    as provided in Section 6.05, each Option granted under this Plan shall be
    nontransferable except by will or by the laws of descent and distribution.
    Except as provided in Section 6.05, during the lifetime of the Participant
    to whom the Option is granted, the Option may be exercised only by the Participant.
    No right or interest of a Participant in any Option shall be liable for, or
    subject to, any lien, obligation, or liability of such Participant.


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        6.05.

      	
        Transferable
          Options.

      


  Section
    6.04 to the contrary notwithstanding, if the Agreement provides, an Option
    may be transferred by a Participant to the Participant's children, grandchildren,
    spouse, one or more trusts for the benefit of such family members or a partnership
    in which such family members are the only partners, on such terms and conditions
    as may be permitted under Securities Exchange Commission Rule 16b-3 as in
    effect from time to time. The holder of an Option transferred pursuant to
    this section shall be bound by the same terms and conditions that governed
    the Option during the period that it was held by the Participant; provided,
    however, that such transferee may not transfer the Option except by will or
    the laws of descent and distribution.

  	
        6.06.

      	
        Director
          Status.

      


  In
    the event that the terms of any Option provide that it may be exercised only
    during a Participant’s service on the Board or within a specified period
    of time thereafter, the Committee may decide to what extent leaves of absence
    for governmental or military service, illness, temporary disability, or other
    reasons shall not be deemed interruptions of continuous service.

  	
        6.07.

      	
        Exercise.

      


  Subject
    to the provisions of this Plan and the applicable Agreement, an Option may
    be exercised in whole at any time or in part from time to time at such times
    and in compliance with such requirements as the Committee, with the approval
    of the Board, shall determine. An Option granted under this Plan may be exercised
    with respect to any number of whole shares less than the full number for which
    the Option could be exercised. A partial exercise of an Option shall not affect
    the right to exercise the Option from time to time in accordance with this
    Plan and the applicable Agreement with respect to the remaining shares subject
    to the Option. 

  	
        6.08.

      	
        Payment.

      


  Unless
    otherwise provided by the Agreement, payment of the Option price shall be
    made in cash or a cash equivalent. If the Agreement provides, payment of all
    or part of the Option price may be made by surrendering shares of Common Stock
    to the Company. If Common Stock is used to pay all or part of the Option price,
    the sum of the cash and cash equivalent and the Fair Market Value (determined
    as of the day preceding the date of exercise) of the shares surrendered must
    not be less than the Option price of the shares for which the Option is being
    exercised.

  	
        6.09.

      	
        Shareholder
          Rights.

      


  No
    Participant shall have any rights as a shareholder with respect to shares
    subject to his Option until the date of exercise of such Option. 


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  ARTICLE
    VII

  STOCK
    AWARDS

  	
        7.01.

      	
        Award.

      


  In
    accordance with the provisions of Article IV, the Committee, subject to the
    approval of the Board, will designate each individual to whom a Stock Award
    is to be made and the number of shares of Common Stock subject to the Stock
    Award.

  	
        7.02.

      	
        Vesting.

      


  The
    Committee on the date of the award, subject to the approval of the Board,
    may prescribe that a Participant’s rights in a Stock Award shall be forfeitable
    or otherwise restricted for a period of time or subject to such conditions
    as may be set forth in the Agreement.

  	
        7.03.

      	
        Director
          Status.

      


  In
    the event that the terms of any Stock Award provide that shares may become
    transferable and nonforfeitable thereunder only after completion of a specified
    period of service on the Board, the Committee may decide in each case to what
    extent leaves of absence for governmental or military service, illness, temporary
    disability, or other reasons shall not be deemed interruptions of continuous
    service.

  	
        7.04.

      	
        Shareholder
          Rights

      


  Prior
    to their forfeiture (in accordance with the applicable Agreement and while
    the shares of Common Stock granted pursuant to the Stock Award may be forfeited
    or are nontransferable), a Participant will have all rights of a shareholder
    with respect to a Stock Award, including the right to receive dividends and
    vote the shares; provided, however, that during such period (i) a Participant
    may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose
    of shares of Common Stock granted pursuant to a Stock Award, and (ii) the
    Company shall retain custody of the certificates evidencing shares of Common
    Stock granted pursuant to a Stock Award, and (iii) the Participant will deliver
    to the Company a stock power, endorsed in blank, with respect to each Stock
    Award. The limitations set forth in the preceding sentence shall not apply
    after the shares of Common Stock granted under the Stock Award are transferable
    and are no longer forfeitable.


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  ARTICLE
    VIII

  ADJUSTMENT
    UPON CHANGE IN COMMON STOCK

  The
    maximum number of shares as to which Options and Stock Awards may be granted
    under this Plan and the terms of outstanding Options and Stock Awards shall
    be adjusted as the Board shall determine to be equitably required in the event
    that (a) the Company (i) effects one or more stock dividends, stock split-ups,
    subdivisions or consolidations of shares or (ii) engages in a transaction
    to which Section 424 of the Code applies or (b) there occurs any other
    event which, in the judgment of the Board necessitates such action. Any determination
    made under this Article VIII by the Board shall be final and conclusive.

  The
    issuance by the Company of shares of stock of any class, or securities convertible
    into shares of stock of any class, for cash or property, or for labor or services,
    either upon direct sale or upon the exercise of rights or warrants to subscribe
    therefor, or upon conversion of shares or obligations of the Company convertible
    into such shares or other securities, shall not affect, and no adjustment
    by reason thereof shall be made with respect to, the maximum number of shares
    as to which Options and Stock Awards may be granted or the terms of outstanding
    Options and Stock Awards. 

  ARTICLE
    IX

  COMPLIANCE
    WITH LAW ANDAPPROVAL OF REGULATORY BODIES

  No
    Option shall be exercisable, no Common Stock shall be issued, no certificates
    for shares of Common Stock shall be delivered, and no payment shall be made
    under this Plan except in compliance with all applicable federal and state
    laws and regulations (including, without limitation, withholding tax requirements),
    any listing agreement to which the Company is a party, and the rules of all
    domestic stock exchanges on which the Company's shares may be listed. The
    Company shall have the right to rely on an opinion of its counsel as to such
    compliance. Any share certificate issued to evidence Common Stock when an
    Option is exercised or a Stock Award is granted may bear such legends and
    statements as the Committee may deem advisable to assure compliance with federal
    and state laws and regulations. No Option shall be exercisable, no Common
    Stock shall be issued, no certificate for shares shall be delivered, and no
    payment shall be made under this Plan until the Company has obtained such
    consent or approval as the Committee may deem advisable from regulatory bodies
    having jurisdiction over such matters.


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  ARTICLE
    X

  GENERAL
    PROVISIONS

  	
        10.01.

      	
        Effect
          on Service.

      


  Neither
    the adoption of this Plan, its operation, nor any documents describing or
    referring to this Plan (or any part thereof), shall confer upon any individual
    any right to continue in the service of the Company or in any way affect any
    right and power of the Company to terminate the service of any individual
    at any time with or without assigning a reason therefor.

  	
        10.02.

      	
        Unfunded
          Plan.

      


  The
    Plan, insofar as it provides for grants, shall be unfunded, and the Company
    shall not be required to segregate any assets that may at any time be represented
    by grants under this Plan. Any liability of the Company to any person with
    respect to any grant under this Plan shall be based solely upon any contractual
    obligations that may be created pursuant to this Plan. No such obligation
    of the Company shall be deemed to be secured by any pledge of, or other encumbrance
    on, any property of the Company.

  	
        10.03.

      	
        Rules
          of Construction.

      


  Headings
    are given to the articles and sections of this Plan solely as a convenience
    to facilitate reference. The reference to any statute, regulation, or other
    provision of law shall be construed to refer to any amendment to or successor
    of such provision of law.

   

  ARTICLE
    XI

  AMENDMENT

  The
    Board may amend or terminate this Plan from time to time; provided, however,
    that no amendment may become effective until shareholder approval is obtained
    if (i) the amendment increases the aggregate number of shares of Common Stock
    that may be issued under the Plan (other than an adjustment pursuant to Article
    VIII) or (ii) the amendment changes the class of individuals eligible to become
    Participants. No amendment shall, without a Participant's consent, adversely
    affect any rights of such Participant under any Option or Stock Award outstanding
    at the time such amendment is made.


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  ARTICLE
    XII

  DURATION
    OF PLAN

  No
    Option or Stock Award may be granted under this Plan after February 24, 2008.
    Options and Stock Awards granted before that date shall remain valid in accordance
    with their terms.

   

  ARTICLE
    XIII

  EFFECTIVE
    DATE OF PLAN

  Options
    may be granted under this Plan upon its adoption by the Board, provided that
    no Option shall be effective or exercisable unless this Plan is approved by
    a majority of the votes cast by the Company's shareholders, voting either
    in person or by proxy, at a duly held shareholders' meeting at which a quorum
    is present. Stock Awards may be granted under this Plan upon its approval
    by the company’s shareholders in accordance with the preceding sentence.
    

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