EX-10.2






Exhibit 10.2




FORM OF PERFORMANCE-BASED

RESTRICTED STOCK AWARD




TO BE PRINTED ON COMPANY LETTERHEAD




March ___, 2009




[Name]

[Street]

[City, State]




Dear [Employee’s Name]:




     Horizon Lines, Inc. (the “Company”) has designated you to be a recipient of shares of common
stock of the Company, par value $.01 per share (the “Company Stock”), subject to the performance
restrictions and other terms set forth in this letter agreement (the “Agreement”) and in the
Horizon Lines, Inc. Amended and Restated Equity Incentive Plan (the “Plan”).



     The grant of these shares is made pursuant to the Plan. The Plan is administered by the
Compensation Committee (the “Committee”) appointed by the Board of Directors of the Company. The
terms of the Plan are incorporated into this letter and in the case of any conflict between the
Plan and this letter, the terms of the Plan shall control. A copy of the Plan is attached to this
letter.



     1. Grant. In consideration of your agreements contained in this letter, the Company
hereby grants you _________ shares of Company Stock (the “Restricted Shares”) as of March 18,
2009 (the “Grant Date”), the date on which the Committee met and approved the granting of this
award. The Restricted Shares are subject to performance and service restrictions as set forth
below. The actual number of shares of Company Stock you receive will be subject to the
satisfaction of the performance restrictions set forth below and may be greater or less than the
number of Restricted Shares awarded to you and set forth in this Section 1. Until the restrictions
set forth in Section 2 and Section 3 lapse, the Restricted Shares are forfeitable and
nontransferable.



     2. Performance Restrictions. The number of shares of Company Stock you may receive
are subject to the satisfaction of the performance restrictions set forth below (this number is
referred to as your “Earned Restricted Shares”). Should the Company’s net income for the fiscal
year ending December 20, 2009 equals less than $7,000,000, you will not receive any of the
Restricted Shares.



 









 






     (a) In the event that the Company achieves a net income of $7,000,000 for the fiscal
year ending December 20, 2009 (the “Minimum Net Income”), your Earned Restricted Shares will
be 50% of the Restricted Shares described in Section 1.




     (b) In the event that the Company achieves a net income of $14,000,000 for the fiscal
year ending December 20, 2009 (the “Target Net Income”), your Earned Restricted Shares will
be 100% of the Restricted Shares described in Section 1.




     (c) In the event that the Company achieves a net income of $21,000,000 for the fiscal
year ending December 20, 2009 (the “Maximum Net Income”), your Earned Restricted Shares will
be 200% of the Restricted Shares described in Section 1.




     (d) In the event that the Company achieves a net income for the fiscal year ending
December 20, 2009 that is (i) between the Minimum Net Income amount and the Target Net
Income amount or (ii) between the Target Net Income amount and the Maximum Net Income
amount, your Earned Restricted Shares will be a percentage of the Restricted Shares
described in Section 1, which percentage shall be determined based on a linear interpolation
between the applicable net income amounts described above.



     Notwithstanding the foregoing, you must also satisfy the service restrictions described in
Section 3 below to be eligible to receive your Earned Restricted Shares, if any.



     3. Vesting. The Earned Restricted Shares shall vest, and become freely transferable,
as follows:




     (a) 100% of the Earned Restricted Shares will vest and become freely transferable as of
March 18, 2012 (the “Vesting Date”). Earned Restricted Shares (and any dividends
accumulated thereon pursuant to Section 4) that do not vest as of the Vesting Date shall be
forfeited.




     (b) You must be employed by the Company (or any Subsidiary) on the Vesting Date for any
Earned Restricted Shares to vest. If your employment with the Company (or any Subsidiary)
terminates prior to the Vesting Date for any reason, any rights you may have with regard to
unvested Earned Restricted Shares (and any dividends accumulated thereon pursuant to Section
4) shall be forfeited at that time, notwithstanding your return to active employment prior
to the Vesting Date.




     (c) Notwithstanding anything in this Section 3 to the contrary, if, prior to the
Vesting Date, (i) your employment with the Company (and its Subsidiaries, as applicable)
terminates due to your voluntary retirement, and (ii) your age plus your number of years of
service with the Company (or any Subsidiary) equals or exceeds 75, a portion of the Earned
Restricted Shares will vest and become freely transferable as of the Vesting Date. The
vested portion shall be determined by multiplying the total



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number of Earned Restricted Shares by a fraction, the numerator of which is the number
of days from the Grant Date through the date of your retirement and the denominator of which
is the number of days from the Grant Date through the Vesting Date.



     4. Dividends.




     (a) During the period beginning with the Grant Date and ending with the Vesting Date
(or the earlier forfeiture of your Restricted Shares), you will have the right to receive
dividends on the Earned Restricted Shares to the extent dividends are paid by the Company on
its authorized and issued shares of Company Stock to its shareholders of record. These
dividends, if any, will be paid at the same rate and at the same time as such dividends are
paid by the Company on its authorized and issued shares. However, these dividends, if any,
will be paid into a non-interest bearing account to be held until you shall have met the
requirements for the vesting of the Earned Restricted Shares as provided in Section 3 above,
at which time the accumulated dividends attributable to the Earned Restricted Shares that
have vested and become transferable on the Vesting Date shall be paid to you in a single
lump sum distribution within 90 days following the Vesting Date. Any dividends attributable
to Earned Restricted Shares that do not vest as of the Vesting Date shall be forfeited.




     (b) The Company’s obligation under this Section 4 shall be an unfunded and unsecured
promise to pay. The Company shall not be obligated under any circumstances to fund its
financial obligations under this Section 4 prior to the date any dividends become payable
pursuant to the terms of this Agreement. All dividends held in the non-interest bearing
account described in subsection (a) will remain general assets of the Company subject to the
claims of its general creditors. This Agreement does not give to you any ownership interest
in any assets of the Company, and all rights of ownership in the accumulated dividends are
and remain in the Company. Your right to receive payment of accumulated dividends
attributable to vested Earned Restricted Shares shall be solely those of an unsecured
general creditor of the Company.



     5. Forfeiture of Earned Restricted Shares. To facilitate the cancellation of any
Earned Restricted Shares pursuant to Section 2 or Section 3 above, you hereby appoint the Corporate
Secretary of the Company as your attorney in fact, with full power of substitution, and authorize
him or her, upon the occurrence of a forfeiture pursuant to Section 2 or Section 3 above, to notify
the Company’s registrar and transfer agent of the forfeiture of such shares and to deliver to the
registrar and transfer agent the certificate representing such shares together with instructions to
cancel the shares forfeited. The registrar and transfer agent shall be entitled to rely upon any
notices and instructions delivered by your attorney in fact concerning a forfeiture under the terms
of this letter.



     6. Custody of Certificates. At the option of the Company, custody of stock
certificates evidencing Earned Restricted Shares shall be retained by the Company or held in
uncertificated form. The Company shall deliver to you one or more stock certificates free of all



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restrictions evidencing your Earned Restricted Shares if and when they become fully vested as
of the Vesting Date.




     7. Rights as a Shareholder. Subject to the provisions of this letter, you generally
will have all of the rights of a holder of Company Stock with respect to all of the Restricted
Shares awarded to you under this letter from and after the Grant Date until the shares either vest
or are forfeited, including the right to vote such shares and to receive dividends or other
distributions paid thereon, subject to the provisions of Section 4.



     8. Transfer Restrictions. You may not sell, assign, transfer, pledge, hypothecate or
encumber your right to receive Restricted Shares under this letter prior to the time such Earned
Restricted Shares become fully vested in accordance with this letter.



     9. Fractional Shares. A fractional share of Company Stock will not be issued and any
fractional shares will be disregarded.



     10. Adjustments. If the number of outstanding shares of Company Stock is increased or
decreased as a result of a stock dividend, stock split or combination of shares, recapitalization,
merger in which the Company is the surviving corporation, or other change in the Company’s
capitalization without the receipt of consideration by the Company, the Performance Target and the
number and kind of your unvested Restricted Shares shall be proportionately adjusted by the
Committee, whose determination shall be binding.



     11. Notices. Any notice to be given under the terms of this letter shall be addressed
to the Corporate Secretary at Horizon Lines, Inc., Attn. Corporate Secretary, 4064 Colony Road,
Suite 200, Charlotte, NC 28211. Any notice to be given to you shall be given to you and shall be
addressed to you at your last known address at the time notice is sent. Notices shall be deemed to
have been duly given if mailed first class, postage prepaid, addressed as above.



     12. Applicable Withholding Taxes.




     (a) No stock certificates evidencing Earned Restricted Shares free from a restrictive
legend shall be delivered to you until you have paid to the Company the amount that must be
withheld with respect to those Earned Restricted Shares under federal, state and local
income and employment tax laws (the “Applicable Withholding Taxes”) or you and the Company
have made satisfactory arrangements for the payment of such taxes. As an alternative to
making a cash payment to satisfy the Applicable Withholding Taxes, you may elect to (i)
deliver shares of Company Stock which you already own (valued at their Fair Market Value as
of the delivery date) in whole or partial satisfaction of such taxes or (ii) have the
Company retain that number of Earned Restricted Shares (valued at their Fair Market Value as
of the delivery date) that would satisfy the Applicable Withholding Taxes. Applicable
Withholding Taxes with respect to any dividends payable pursuant to Section 4 shall be
withheld by the Company directly from such dividends.



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     (b) The Company shall withhold Applicable Withholding Taxes with respect to accumulated
dividends directly from the amount of accumulated dividends payable to you pursuant to
Section 4.



     13. Applicable Securities Laws. The Company may delay delivery of the stock
certificates evidencing Earned Restricted Shares until (i) the admission of such shares to listing
on any stock exchange on which the Company Stock may then be listed, (ii) receipt of any required
representation by you or completion of any registration or other qualification of such shares under
any state or federal law or regulation that the Company’s counsel shall determine as necessary or
advisable, and (iii) receipt by the Company of advice by counsel that all applicable legal
requirements have been complied with. Additionally, you may be required to execute a customary
written indication of your investment intent and such other agreements the Company deems necessary
or appropriate to comply with applicable securities laws.



     14. Acceptance of Restricted Shares. By signing below, you indicate your acceptance
of these Restricted Shares and your agreement to the terms and conditions set forth in this letter
agreement, which, together with the terms of the Plan, shall become the Company’s Restricted Stock
Award Agreement with you. You also hereby acknowledge receipt of a copy of the Plan and agree to
all of the terms and conditions of the Plan, as it may be amended from time to time. Unless the
Company otherwise agrees in writing, this letter will not be effective as a Restricted Stock Award
Agreement if you do not sign and return a copy. 



     15. Power of Attorney. You hereby appoint the Corporate Secretary of the Company as
your attorney in fact, with full power of substitution, and authorize him or her to provide
instructions to the Company’s registrar and transfer agent for Company Stock as the Company may
deem necessary or proper to comply with the intent and purposes of this letter and the Plan,
including, upon the occurrence of a forfeiture pursuant to Section 2 above, to notify the registrar
and transfer agent of the forfeiture of such shares, together with instructions to cancel the
shares forfeited. The registrar and transfer agent shall be entitled to rely upon any notices and
instructions delivered by your attorney in fact under the terms of the Plan and this letter.



     16. Compliance with Section 409A of the Code. It is intended that this Agreement
comply with Section 409A of the Code and Treasury Regulations thereunder to the extent it is
subject to Section 409A (“Section 409A”), and other guidance and transition rules issued
thereunder, and this Agreement will be interpreted and operated consistently with that intent. If
the Company determines that any provisions of this Agreement do not comply with the requirements of
Section 409A of the Code, the Company has the authority to amend this Agreement to the extent
necessary (including retroactively) in order to preserve compliance with said Section 409A. The
Company also has express discretionary authority to take such other actions as may be permissible
to correct any failures to comply in operation with the requirements of Section 409A. Neither the
Company nor you have any discretion to accelerate the timing or schedule of any benefit payment
under this Agreement that is subject to Section 409A, except as specifically provided herein or as
may be permitted pursuant to Section 409A.



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     IN WITNESS WHEREOF, the Company has caused this Restricted Stock Award
Agreement to be signed, as of this ___ date of March, 2009.




	 	 	 	 	 
	 	 	HORIZON LINES, INC.
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	 
	 	 	Its:	 	 
	 	 	 	 	 
	 	 	 	 	 
	Agreed and Accepted:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	[Name of Grant Recipient]	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	[Date]	 	 	 	 






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