EX-10.1







Exhibit 10.1




Horizon Lines, Inc.

Performance Grant Agreement




     THIS AGREEMENT, dated May 14, 2009, between HORIZON LINES, INC., (the “Company”) and Charles
G. Raymond (the “Participant”), is made pursuant and subject to the provisions of the Horizon
Lines, Inc. 2009 Incentive Compensation Plan (the “Plan”) to the extent provided below. All terms
used in this Agreement that are defined in the Plan have the same meaning given them in the Plan.
The Performance Grant will be administered by the Compensation Committee (“Committee”) of the
Board.




	 	1.	 	Performance Grant. Subject to approval of the Plan at the Company’s
2009 annual meeting of stockholders, the Participant is granted on May 14, 2009 a
Performance Grant with a target payment amount of $___ (the “Target Amount”). The
Performance Grant is subject to the terms of the Plan and the terms and conditions set
forth in this Agreement. The amount payable under the Performance Grant may be from 0%
to 150% of the Target Amount, subject to the Committee’s exercise of negative
discretion pursuant to Section 3 of this Agreement to reduce or eliminate such amount.
Any payment under this Performance Grant will be made in accordance with Section 6 of
this Agreement.
	 
	 	2.	 	Net Income Performance Condition. The Target Amount shall be
determined based on Net Income Performance, as defined in Appendix A. The period for
determining Net Income Performance begins on March 23, 2009 and ends on December 20,
2009 (the “Performance Period”). The percentage of the Target Amount attained as a
result of Net Income Performance for the Performance Period (the “Attained Amount”)
shall be determined according to the following table:





	 	 	 	 	 
	Net Income Performance	 	Attained Amount
	 
	 	 	 	 
	$### or greater

	 	150% of Target Amount

	$###

	 	100% of Target Amount

	$###

	 	50% of Target Amount

	Below $###

	 	0%







If the Net Income Performance for the Performance Period is between $### and $###,
the percentage for determining the Attained Amount shall be determined by
interpolating on a straight-line basis between the top and bottom of the percentage
of Target Amount range set forth above.



 









 






	 	3.	 	Negative Discretion.






	 	a.	 	As soon as practicable after December 26, 2010, the Committee
may exercise negative discretion to reduce (but not to increase) the Attained
Amount, or to eliminate the Attained Amount in its entirety, if the Committee
determines that the Participant has failed to successfully achieve any or all
of the strategic objectives set forth in Appendix A. Such a determination
shall be made in the Committee’s sole discretion and shall be deemed reasonable
and be binding in all respects.
	 
	 	b.	 	After determining whether and the amount by which the Attained
Amount will be reduced for failure to successfully achieve the strategic
objectives, the Committee may exercise negative discretion to further reduce
the Attained Amount, or to eliminate the Attained Amount in its entirety, if
the Committee determines that a Material Adverse Condition then exists or has
occurred since March 23, 2009. For purposes of this Performance Grant, a
“Material Adverse Condition” shall mean any change, development, or event which
materially and adversely affects (or which the Committee determines could
reasonably be expected to materially and adversely affect) the assets,
liabilities, financial condition, results of operations, business, or prospects
of the Company and its Related Companies taken as one enterprise, and as
determined in the discretion of the Committee. For the foregoing purpose, the
Committee’s determination shall be deemed reasonable and shall be binding in
all respects without regard to whether such determination was based on a
consideration of the financial statements of the Company or its Related
Companies, or whether expected results are quantifiable or susceptible of
measurement. The Committee shall not treat a change, development, or condition
relating to the economy in general, and not specifically relating to the
Company or any of its Related Companies, as a Material Adverse Condition.






	 	4.	 	Other Conditions.






	 	a.	 	Employment. Except as provided in Section 5, the
Participant’s rights in this Performance Grant shall be forfeited if his
employment with the Company terminates or he is placed on an involuntary leave
of absence before December 26, 2010.
	 
	 	b.	 	Share Retention Requirement. As a condition to
receiving this Performance Grant, the Participant agrees that he will not sell,
assign, transfer, pledge or otherwise dispose of or encumber any of his Covered
Shares during the period from March 23, 2009 to




 









 






	 	 	 	December 25, 2011 (the “Share Retention Period”). For purposes of this
Agreement, the term “Covered Shares” shall mean all shares of Company common
stock that the Participant currently owns or which he acquires during the
Share Retention Period (including through the lapse of vesting or
performance conditions on incentive awards), but shall not include any
shares subject to a transactions that the Participant entered into prior to
September 1, 2008. The foregoing share retention requirement shall not
prohibit the Participant from continuing to sell shares of Company common
stock under the Securities and Exchange Commission Rule 10b5-1 trading plan
he has is in effect on May 14, 2009; provided that such trading plan may not
be modified or extended during the Share Retention Period. The Participant
shall forfeit all rights in this Performance Grant if the Participant does
not comply with these share retention requirements. Notwithstanding the
foregoing, the Committee may in its discretion waive these requirements if
the Participant’s employment terminates on account of his death or
Disability, or if the Participant has incurred a severe financial hardship
which in the opinion of the Committee may be alleviated through a waiver of
these requirements with respect to some or all of the Covered Shares.






	 	c.	 	Nontransferability. No rights in the Performance Grant
are transferable.






	 	5.	 	Retirement, Death, Disability and Termination without Cause.






	 	a.	 	Retirement. If the Participant voluntarily retires
when his age and number of years of service with the Company (or any Related
Company) equals or exceeds 75, and the Participant would have been eligible for
a payment under Section 2 and 3 if the Participant had remained employed until
December 26, 2010, the Committee in its sole discretion may authorize payment
to the Participant of a portion of the amount he would have received under
Sections 2 and 3 if he had remained employed to that date. The maximum payment
that the Committee may authorize shall be the amount that the Participant would
have been paid had he remained employed to December 26, 2010, multiplied by a
fraction equal to (A) the number of months from (and including) April 2009 to
the month of the Participant’s retirement, divided by (B) 21 months.
	 
	 	b.	 	Death, Disability or Termination Without Cause. If the
Participant dies, incurs a Disability or is terminated by the Company without
Cause (as defined in Appendix A) and the Participant would have been eligible
for a payment under Sections 2 and 3 if the Participant had remained employed
until December 26, 2010, the




 









 






	 	 	 	Participant shall receive the amount determined under Sections 2 and 3 as if
the Participant had remained employed to that date, multiplied by a fraction
equal to (A) the number of months from (and including) April 2009 to the
month of the Participant’s death, Disability or termination without Cause,
divided by (B) 9 months.






	 	6.	 	Payment. Any amount payable under this Performance Grant shall be paid
to the Participant in a single lump sum cash payment as soon as practicable after
January 1, 2011 but no later than June 30, 2011.
	 
	 	7.	 	No Right to Continued Employment. This Performance Grant does not
confer upon the Participant any right with respect to continuance of employment by the
Company or any Related Company, nor shall it interfere in any way with the right of the
Company or any Related Company to terminate the Participant’s employment at any time.
	 
	 	8.	 	Tax Withholding. The Company will withhold from any payment the
aggregate amount of federal, state and local income and payroll taxes that the Company
is required to withhold with respect to the payment.
	 
	 	9.	 	Application of the Plan. The Performance Grant is subject to the terms
and conditions of the Plan. It is intended that any payment under this Performance
Grant will constitute “qualified performance-based compensation” within the meaning of
Treasury Regulation section 1.162-27(e). The Committee will certify in writing the Net
Income Performance in accordance with the requirements of the Plan. To the maximum
extent possible, this Performance Grant and the Plan shall be interpreted and construed
consistent with this Section 9.
	 
	 	10.	 	Conflicts. In the event of any conflict between the provisions of the
Plan as in effect on the date of the award and the provisions of this Agreement, the
provisions of the Plan shall govern. All references herein to the Plan shall mean the
Plan as in effect on the grant date of this Performance Grant, as the Plan may be
amended from time to time.
	 
	 	11.	 	Participant Bound by Plan. The Participant hereby acknowledges receipt
of a copy of the Plan and agrees to be bound by all the terms and provisions thereof.
	 
	 	12.	 	Binding Effect. Subject to the limitations stated above and in the
Plan, this Agreement shall be binding upon and inure to the benefit of the legatees,
distributees, and personal representatives of the Participant and the successors of the
Company.
	 
	 	13.	 	Recoupment of Payment. If the Participant violates the share retention
requirements of Section 4(b) after having received a payment under this




 









 






	 	 	 	Performance Grant but before the Share Retention Period has ended, the Participant
shall return the full amount of the payment to the Company.






	 	14.	 	Governing Law. This Agreement shall be governed by the laws of the
state of Delaware.
	 
	 	15.	 	Application of Code Section 409A. This Agreement is intended to comply
with the requirements of Code section 409A and applicable Treasury Regulations
thereunder. Any provision of this Agreement that is contrary to the requirements of
Code section 409A and the Treasury Regulations thereunder shall be null, void and of no
effect, and the Committee shall interpret and administer the Agreement in a manner that
is consistent with the requirements of Code section 409A.





     IN WITNESS WHEREOF the Company has caused this Agreement to be signed by a duly authorized
officer of the Company.



	 	 	 	 	 
	 	HORIZON LINES, INC.

 	 
	 	By:  	 	 
	 	 	Robert S. Zuckerman 	 
	 	 	Vice President and General Counsel 	 
	 
	 	Participant

 	 
	 	By:  	 	 
	 	 	Charles G. Raymond 	 
	 	 	 	 
	 




 









 





APPENDIX A




Net Income Performance



Net Income Performance is the Company’s net income for the Performance Period, as determined using
a GAAP basis and excluding nonrecurring and extraordinary items. Nonrecurring and extraordinary
items shall include legal and other costs associated with any government investigation or
litigation related to the subject matter of such an investigation, costs associated with the OPEIU
severance program, restructuring and impairment charges, and income derived from asset sales.




Strategic Objectives




[OMITTED]




Definition of Cause



For purposes of this Agreement, the Company shall be deemed to have terminated the Participant’s
employment for “Cause” if his employment is terminated on account of:





	 	•	 	the Participant’s willful and continued failure to attempt in good faith (other
than as a result of incapacity due to mental or physical impairment) to
substantially perform the duties of his position as Chief Executive Officer of the
Company, and such failure is not remedied within 30 days after receipt of written
notice from the Board specifying such failure;
	 
	 	•	 	the Participant’s failure to attempt in good faith to carry out, or comply with,
in any material respect any lawful and reasonable directive of the Board consistent
with the duties of his position as Chief Executive Officer of the Company, which is
not remedied within 30 days after receipt of written notice from the Board
specifying such failure;
	 
	 	•	 	a material breach by the Participant of the Company’s code of ethics, which is
not remedied within 30 days after receipt of written notice from the Board
specifying such failure;
	 
	 	•	 	the Participant’s conviction, plea of no contest or plea of nolo contendere, or
imposition of unadjudicated probation for any felony (other than a traffic
violation or arising purely as a result of the Participant’s position with the
Company);




 









 






	 	•	 	the Participant’s knowing unlawful use (including being under the influence) or
possession of illegal drugs; or
	 
	 	•	 	the Participant’s commission of a material bad faith act of fraud, embezzlement,
misappropriation, willful misconduct, gross negligence, or breach of fiduciary
duty, in each case against the Company.




For the purposes of this “Cause” definition, no act (or omission) that is (i) taken in good faith
and (ii) not adverse to the best interests of the Company shall be considered to be willful.