Exhibit 10.21


    
      

    


    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"):


    


    
      	
              Name
                of Participant:

            	
              [Name]

            


    

    


    
      	
              Date
                of Grant:

            	
              [Grant
                date]

            


    

    


    
      	
              Number
                of Stock Units:

            	
              [Number
                of Stock Units]

            


    

    


    
      	
              Vesting:

            	
              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.

            


    

    


    
      	
              Expiration
                Date:

            	
              None.

            


    

    


    
      	
              Transferability:

            	
              None;
                other than by will or the laws of descent and
                distribution.

            


    

    


    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:

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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.

    


    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 Company will issue shares of Common Stock in
      accordance with Section 3 in settlement of the Stock Units, if any, that the
      Participant earns in accordance with Section 2.

    


    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:

    


    
      	 	
              2007
                EPA

            	
              Stock
                Units Earned

            


    

    


    
      	 	
              $____________
                (Threshold)

            	
              ______

            


    

    
      	 	
              $____________
                (Target)

            	
              ______

            


    

    
      	 	
              $____________
                or more (Maximum)

            	
              ______

            


    

    


    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.

     

     

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