Prepared by MerrillDirect





Exhibit 10.2


RESTRICTED STOCK AGREEMENT


 


             THIS
AGREEMENT, made effective as of this 9th day of March, 2001, by and
between PW
Eagle, Inc., a Minnesota corporation (the “Company”), and N. Michael
Stickel (“Employee”).


W I T N E S S E T H:


             WHEREAS,
Employee on the date hereof is the Senior
Vice President – Sales and Marketing of the
Company; and


             WHEREAS,
the Company wishes to provide Employee the opportunity to obtain a greater
equity interest in the Company by granting Employee certain performance-based
cash bonuses in the form of restricted stock; and


             WHEREAS,
the Company’s Board of Directors has authorized the grant of restricted stock
awards to Employee pursuant to this Agreement;


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


             1.          Restricted Stock Award.  The Company hereby grants to Employee a
restricted stock award of 25,000 shares of the Company’s Common Stock, subject
to the terms of this Agreement.  The
Company shall cause to be issued a stock certificate representing such shares
of Common Stock in Employee’s name, and the Company shall hold such shares
until such time as the risks of forfeiture described in Section 2 have
lapsed.  Until such risks of forfeiture
have lapsed or the shares subject to such restricted stock award have been
forfeited pursuant to Section 2 below, Employee shall be entitled to vote the
shares represented by such stock certificates and shall receive all dividends
attributable to such shares, but Employee shall not have any other rights as a
shareholder with respect to such shares.


             2.          Vesting of Restricted Stock.


                           a.           The shares of Common
Stock subject to
the restricted stock award shall remain forfeitable until vesting according to
the following schedule (the “vesting date”):




	Vesting Date

	Cumulative

  Percentage of Shares Vested


	 	 
	March 9, 2004	20%
	March 9, 2005	50%
	March 9, 2006	100%









If Employee’s employment with the Company is terminated
for any reason, including Employee’s voluntary resignation or retirement but
excluding death or total disability, at any time prior to the vesting date for
the restricted stock award, Employee shall immediately forfeit all shares of
Common Stock subject to such award that have not vested.  If Employee’s employment is terminated by
death or total disability prior to the vesting date for the restricted stock
award, all risks of forfeiture on the shares of Common Stock subject to such
award shall immediately lapse.


                           b.          At such time as the
risks of forfeiture
on such restricted stock award lapse, the certificates representing the shares
of Common Stock shall be distributed to Employee.  If the shares are forfeited, the certificates representing such
shares shall be cancelled.


             3.          Change of Control.  Notwithstanding anything in this Agreement
to the contrary, all risks of forfeiture applicable to Employee’s restricted
stock awards shall immediately lapse upon a “change of control.”  For purposes of this Section 3, a “change of
control” shall mean the occurrence of any of
the following events: (i) all or substantially all of the Company's assets, on
a consolidated basis, are sold as an entirety to any person or related group of
persons or there shall be consummated any consolidation or merger of the
Company (A) in which the Company is not the continuing or surviving company
(other than a consolidation or merger with a wholly-owned Subsidiary in which
all shares of Common Stock outstanding immediately prior to the effectiveness
thereof are changed into or exchanged for the same consideration) or (B)
pursuant to which the Common Stock would be converted into cash, securities or
other property, in any case, other than a sale of assets or consolidation or
merger of the Company in which the holders of the Common Stock immediately
prior to the sale of assets or consolidation or merger have, directly or
indirectly, at least a majority of the Common Stock of the transferee or
continuing or surviving company immediately after such sale of assets or
consolidation or merger, (ii) any "person" (as such term is used in
Sections 13(d) and 14 (d) of the Exchange Act) other than the Spell Group, is
or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the
Exchange Act provided that such person shall be deemed to have "beneficial
ownership" of all shares that such person has the right to acquire,
whether such right is exercisable immediately or only after the passage of
time), directly or indirectly, of more than 35% of the total voting power of
the outstanding voting securities of the Company; or (iii) during any period of
two consecutive years, individuals who at the beginning of such period
constituted the Board cease for any reason to constitute a majority of the
Board, then in office.


             4.          General Provisions.


                           a.          Employment; Rights as
Shareholder.  This Agreement shall not confer on Employee
any right with respect to continuance of employment by the Company, nor will it
interfere in any way with the right of the Company to terminate such
employment.


                           b.          Securities Law
Compliance.  Employee may be required by the Company, as
a condition of the effectiveness of any restricted stock award, to agree in
writing that all Common Stock subject to such awards shall be held, until such
time that such Common Stock is registered and freely tradable under applicable
state and federal securities laws, for Employee’s own account without a view to
any further distribution thereof, that the certificates for such shares shall
bear an appropriate legend to that effect and that such shares will be not
transferred or disposed of except in compliance with applicable state and
federal securities laws.







                           c.          Mergers,
Recapitalizations, Stock
Splits, Etc.  In the event of an
increase or decrease in the number of shares of Common Stock resulting from a
subdivision or consoli­dation of shares or the payment of a stock dividend or
any other increase or decrease in the number of shares of Common Stock effected
without receipt of consideration by the Company, the number of shares of Common
Stock subject to each outstanding restricted stock award shall be adjusted by
the Board to reflect such change. 
Additional shares which may be credited pursuant to such adjustment
shall be subject to the same restrictions as are applicable to the shares with
respect to which the adjustment relates.


                           d.          Shares Reserved
 .  The Company shall at all times during the
term of Employee’s restricted stock awards reserve and keep available such
number of shares as will be sufficient to satisfy the requirements of this
Agreement.


                           e.          Withholding Taxes
 .  In order to provide the Company with the
opportunity to claim the benefit of any income tax deduction which may be
available to it as from the grant of restricted stock awards to Employee under
this Agreement and to permit the Company to comply with all applicable federal
or state income tax laws or regulations, the Company may take such action as it
deems appropriate to insure that, if necessary, all applicable federal or state
payroll, income or other taxes are withheld from any amounts payable by the
Company to Employee.  If the Company is
unable to withhold such federal and state taxes, for whatever reason, the
Employee hereby agrees to pay to the Company an amount equal to the amount the
Company would otherwise be required to withhold under federal or state law
prior to the transfer of any certificates for the shares of Common Stock
subject to such restricted stock awards.


                           f.           Amendment; Waiver
.  This Agreement may not be modified, amended
or waived in any manner except by an instrument in writing signed by both
parties hereto.  The waiver by either
party of compliance with any provision of this Agreement by the other party
shall not operate or be construed as a waiver of any other provision of this
Agreement, or of any subsequent breach by such party of a provision of this
Agreement.


                           g.          Supersedes Previous
Agreements.  This Agreement supersedes all prior or
contemporaneous negotiations, commitments, agreements (written or oral) and
writings between the Company and Employee with respect to the subject matter
hereof.  All such other negotiations,
commitments, agreements and writings will have no further force or effect, and
the parties to any such other negotiation, commitment, agreement or writing
will have no further rights or obligations thereunder.


                           h.          Governing Law
 .  All matters affecting this Agreement,
including the validity thereof, are to be governed by, interpreted and
construed in accordance with the laws of the State of Minnesota.







                           i.            Notices. 
 Any notice hereunder by either party to the
other shall be given in writing by personal delivery, by telecopy (with
confirmation of transmission) or by certified mail, return receipt
requested.  If addressed to Employee, the
notice shall be delivered or mailed to Employee at the address specified under
Employee’s signature hereto, or if addressed to the Company, the notice shall
be delivered or mailed to the Company at its executive offices to the attention
of its President.  A notice shall be
deemed given, if by personal delivery or by telecopy, on the date of such
delivery or, if by certified mail, on the date shown on the applicable return
receipt.


                           j.           Headings
 .  The headings of Sections and paragraphs
herein are included solely for convenience of reference and shall not control
the meaning or interpretation of any of the provisions of this Agreement.


                           k.          Scope of Agreement
 .  This Agreement shall bind and inure to the
benefit of the Company and its successors and assigns and of Employee and his
successors.


 


             IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on the day and year first above written.


	 	PW EAGLE, INC.
	 	(the “Company”)
	 	 
	 	 
	 	By: /s/ Roger R.
  Robb


	 	   Its: Chief Financial Officer


	 	 
	 	 
	 	 
	 	/s/ N. Michael Stickel



	 	N. Michael
  Stickel
	 	(“Employee”)
	 	 	 
	 	Address:	PW Eagle, Inc.



	 	 	1550 Valley River Drive



	 	 	Eugene, Oregon 97401