exv10w74



 






Exhibit 10.74




CNF INC.




RESTRICTED STOCK AWARD AGREEMENT




THIS AGREEMENT, entered into as of the 10th day of December 2004, between CNF Inc., a
Delaware corporation (hereinafter called “Company”), John H. Williford (hereinafter called
“Recipient”), and the Secretary of the Company (hereinafter called “Escrow Holder”).




WITNESSETH:




WHEREAS, the Company has adopted the CNF Inc. 1997 Equity and Incentive Plan, as amended (as so
amended, the “Plan”), which Plan is incorporated into this Agreement by reference;




WHEREAS, the Company encourages its executive officers to own shares of the Company’s stock and
thereby to align their interests more closely with the interests of the other stockholders of the
Company, and desires to motivate Recipient by providing Recipient with a direct interest in the
Company’s attainment of its financial goals, and desires to provide a financial incentive that will
help attract and retain the most qualified executive officers; and




WHEREAS, the Company has determined that it would be to the advantage and interest of the Company
and its stockholders to issue to Recipient the restricted stock provided for in this Agreement as
an incentive for increased efforts and successful achievements;




NOW, THEREFORE, in consideration of the foregoing premises, and the mutual covenants herein
contained, the parties hereto agree with each other as follows:





	1.  	Defined Terms. Except as otherwise indicated herein, all capitalized terms used in
this Agreement without definition shall have the meanings given to such terms in the Plan.
	 
	2.  	Restricted Stock Award. As of the date of this Agreement, the Company has issued to
Recipient 30,000 shares of its Common Stock (hereinafter called the “Stock”) as a restricted
stock award (“Restricted Stock Award”). Stock certificates evidencing the Stock will be
delivered to Escrow Holder, accompanied by blank stock powers executed by Recipient, to be
held by Escrow Holder as provided herein, for the use and benefit of, and subject to the
rights of and limitations upon Recipient as the owner thereof as herein set forth. All shares
of Stock issued hereunder shall be deemed issued to Recipient as fully paid and nonassessable
            shares and, subject to Paragraphs 3, 4 and 5 below, Recipient shall have all rights of a
stockholder with respect thereto, including the right to vote, to receive dividends (including
stock dividends), to participate in stock splits or other recapitalizations, and to exchange
such shares in a merger, consolidation or other reorganization. The Company shall pay the




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	   	costs and charges of Escrow Holder and any applicable stock transfer taxes. Recipient
hereby acknowledges that Recipient is acquiring the Stock issued hereunder for investment
and not with a view to the distribution thereof, and that Recipient does not intend to
subdivide Recipient’s interest in the Stock with any other person.
	 
	3.  	Restrictions. Until such time as a share of Stock vests or is forfeited in
accordance with Paragraph 4 below, such share shall be classified as a “Restricted Security”
and shall be subject to the following:






	 	(a)  	All Restricted Securities shall be evidenced by one or more certificates which
are held by Escrow Holder and which bear the following legend:
	 
	 	   	“These shares are subject to the restrictions enumerated in the CNF Inc. 1997 Equity
and Incentive Plan and in the Restricted Stock Award Agreement dated as of December
10, 2004 between CNF Inc. and the registered holder of these shares.”
	 
	 	   	Upon vesting of any shares of Stock, the Company shall cause new stock certificates
to be issued to evidence the Stock. All shares of Stock that have vested, and that
therefore are no longer classified as Restricted Securities, shall be evidenced by a
new certificate which does not bear the legend referred to above, which certificate
shall be delivered by Escrow Holder to Recipient.
	 
	 	   	All shares (if any) of Stock which remain unvested at such time, and which therefore
continue to be classified as Restricted Securities, shall be evidenced by a new
certificate bearing the legend referred to above, which certificate shall be
delivered to and held by Escrow Holder.
	 
	 	(b)  	All Restricted Securities shall be subject to the limitations on
transferability set forth in Section 8(a) of the Plan, except that the Committee may,
in its discretion, (i) pursuant to rules adopted by the Committee, permit transfer(s)
of Restricted Securities in connection with Recipient’s estate planning, and (ii)
permit transfers upon divorce or marital dissolution other than pursuant to a Qualified
Domestic Relations Order.
	 
	 	(c)  	All distributions on or in respect of any Restricted Securities (including
dividends on any Restricted Securities, whether payable in cash, stock or other
property) shall be subject to the provisions of Paragraph 5 below.






	4.  	Vesting; Forfeiture.






	 	(a)  	The shares of Stock shall vest in three (3) equal installments of 10,000 shares
each, commencing on January 1, 2006 and continuing on each January 1 thereafter to and
including January 1, 2008, provided that




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	 	   	Recipient has been an active full-time employee of the Company, a Subsidiary, or an
Affiliate at all times during the period from the date of this Agreement until such
date.
	 
	 	(b)  	All shares of Stock (if any) which have not vested shall be automatically,
immediately and irrevocably forfeited if Recipient ceases to be an active full-time
employee of the Company, a Subsidiary or an Affiliate for any reason. Upon forfeiture
of any shares of Stock, all right, title and interest of Recipient in such Stock, and
in any distributions contemplated by Paragraph 5 (other than cash dividends received by
Recipient pursuant to Paragraph 5 prior to such forfeiture), shall thereupon cease; and
all right, title and interest in and to such Stock and distributions shall vest in the
Company, with no compensation or consideration to Recipient.






	5.  	Distributions on Restricted Securities.






	 	(a)  	Any securities or other property (other than cash) received as the result of
ownership of Restricted Securities (“Additional Securities”) including, but not by way
of limitation, warrants and securities received as a stock dividend or stock split, or
as a result of a recapitalization or reorganization, shall be held by Escrow Holder in
the same manner and subject to the same restrictions as the Restricted Securities with
respect to which they were issued. Recipient shall be entitled to direct Escrow Holder
to exercise any warrant or option received as Additional Securities upon supplying the
funds necessary to do so, in which event the securities so purchased shall constitute
Additional Securities, or Recipient may direct Escrow Holder to sell any such warrant
or option, in which case the proceeds shall be held by Escrow Holder in accordance with
the provisions of subparagraph (b) below.
	 
	 	   	In the event any Restricted Securities or Additional Securities consist of a
security that is by its terms or otherwise convertible into or exchangeable for
another security at the election of the holder thereof, Recipient may exercise any
such right of conversion or exchange in the event the failure to exercise or delay
in exercising such right would result in its loss or diminution in value, and any
securities so acquired shall constitute Additional Securities. In the event of any
change in certificates evidencing Restricted Securities or Additional Securities by
reason of any recapitalization, reorganization or other transaction which results in
the creation of Additional Securities, Escrow Holder is authorized to deliver to the
issuer the certificates evidencing Restricted Securities or Additional Securities in
exchange for the certificates which they replace, which shall be deemed to be
Additional Securities.
	 
	 	(b)  	All cash dividends payable in respect of any Restricted Securities shall be
paid to Recipient on the dividend payment date on which such cash




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	 	   	dividends are paid to other registered holders of the Company’s Common Stock. The
Company shall deliver to Escrow Holder for the account of Recipient all
distributions, other than cash dividends on the Restricted Securities, paid or made
in cash with respect to Restricted Securities and Additional Securities (“Cash
Distributions”). Escrow Holder shall hold all such Cash Distributions until
deliverable to Recipient in accordance with subparagraph (c) below.
	 
	 	(c)  	Concurrently with the delivery to Recipient, pursuant to Paragraph 3 above, of
certificates evidencing any shares of Stock that have vested and therefore are no
longer Restricted Securities, Escrow Holder shall also deliver to Recipient (i) one or
more certificates evidencing all shares of Additional Securities distributed to Escrow
Holder in respect of such Stock (which certificate(s) shall not contain the legend
referred to in Paragraph 3 above) and (ii) all Cash Distributions received by Escrow
Holder in respect of such Stock and Additional Securities, less any applicable federal
or state withholding taxes.






	6.  	Taxes






	 	(a)  	Recipient agrees to make appropriate arrangements for the satisfaction of any
applicable federal, state or local income, employment or other tax withholding
requirements (collectively, the “Taxes”) applicable to the receipt of Stock hereunder
upon the lapse of restrictions with respect thereto.
	 
	 	(b)  	Upon demand, Recipient shall promptly reimburse the Company for all applicable
Taxes paid by the Company. At its discretion, the Company may withhold any
distribution under this Agreement in whole or in part until such payment is made to the
Company. In lieu thereof, the Company or an Affiliate may withhold such amounts as are
necessary to pay such Taxes from any fees, salary, bonus or other amounts payable by
the Company or an Affiliate to Recipient, or may withhold a number of shares of Stock
having a market value of not less than the amount of such Taxes and cancel (in whole or
in part) any such shares in order to satisfy the payment of such Taxes.






	7.  	Committee Decisions Conclusive. All decisions of the Committee upon any question
arising under the Plan or under this Agreement shall be final and binding on all parties.
	 
	8.  	No Right to Continued Employment, etc. Nothing in this Agreement, the Restricted
Stock Award granted hereunder or any other agreement entered into pursuant hereto (i) shall
confer upon Recipient the right to continue in the employ of the Company, any Subsidiary or
any Affiliate or to be entitled to any remuneration or benefits not set forth herein or in any
such other agreement or




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(ii) interfere with or limit in any way the right of the Company or any such Subsidiary or
Affiliate to terminate Recipient’s employment.




	9.  	Notice. Any notice or other paper required to be given or sent pursuant to the terms
of this Agreement shall be sufficiently given or served hereunder to any party when
transmitted by registered or certified mail, postage prepaid, addressed to the party to be
served as follows:





	 	 	 	 	 
	

	 	Company:
	 	CNF Inc., 3240 Hillview Avenue,
Palo Alto, California 94304

Attn.: Corporate Secretary
	 
	 	 	 	 
	

	 	Recipient:
	 	At Recipient’s address as it appears under Recipient’s signature to this
Agreement, or to such other address as Recipient may specify in writing to Escrow
Holder







	   	Any party may designate another address for receipt of notices so long as notice is
given in accordance with this Paragraph 9.
	 
	10.  	Amendment; Modification. This Agreement may not be modified or amended, and any
provision hereof may not be waived, except pursuant to a written agreement signed by the
Company and Recipient. Any such modification, amendment or waiver signed by, or binding upon,
Recipient, shall be valid and binding upon any and all persons or entities who may, at any
time, have or claim any rights under or pursuant to this Agreement.
	 
	11.  	Severability. If any provision of this Agreement shall be invalid or unenforceable,
such invalidity or unenforceability shall attach only to such provision and shall not in any
manner affect or render invalid or unenforceable any other severable provision of this
Agreement, and this Agreement shall be carried out as if such invalid or unenforceable
provision were not contained herein.
	 
	12.  	Successors. Except as otherwise expressly provided herein, this Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, successors and assigns.
	 
	13.  	Governing Law. The interpretation and enforcement of this Agreement shall be
governed by the internal laws of the State of California without regard to principles of
conflicts of laws.
	 
	14.  	Counterparts. This Agreement may be executed in counterparts, all of which taken
together shall be deemed one original.




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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above
written.




	 	 	 	 	 	 	 	 	 
	 	 	EXECUTIVE OFFICER	 	 	 	CNF INC.
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ John H. Williford
	 	 	 	By:
	 	/s/ Eberhard G.H. Schmoller
	

	 	

	 	 	 	 	 	

	 	 	     John H. Williford	 	 	 	Eberhard G.H. Schmoller
	 	 	 	 	 	 	Senior Vice President, General
	Address: 416 Raymundo Drive	 	 	 	Counsel and Secretary
	

	 	      Woodside CA 94062	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Eberhard G.H. Schmoller
	 	 	 	 	 	 	

	 	 	 	 	 	 	Eberhard G.H. Schmoller
	 	 	 	 	 	 	Escrow Holder







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