Exhibit 10.22


    
      

    


    EXHIBIT
      10.22

    


    TREDEGAR
      CORPORATION

    


    NOTICE
      OF STOCK AWARD

    


    You
      have
      been granted the following Stock Award by the Executive Compensation Committee
      of the Board of Directors of Tredegar Corporation ("Tredegar"): 

    


    
      	
              Name
                of Participant:

            	
              [Name]

            


    

    


    
      	
              Date
                of Grant:

            	
              [Date]

            


    

    


    
      	
              Number
                of Shares:

            	
              [No.
                of Shares] Shares of Common Stock

            


    

    


    
      	
              Vesting:

            	
              100%
                as of [Date]

            


    

    


    
      	
              Expiration
                Date:

            	
              None.

            


    

    


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

    


    In
      addition to the foregoing terms, your Stock Award is subject to all of the
      terms
      and conditions contained in the attached Stock Award Terms and Conditions which
      are incorporated in this Notice of Stock Award by this reference. If any
      provision of this Notice of Stock Award is inconsistent with the aforementioned
      Stock Award Terms and Conditions, the Stock Award Terms and Conditions will
      control.

    


    Please
      acknowledge your acceptance of this Stock Award and the attached Stock Award
      Terms and Conditions by signing and returning one copy of this Notice of Stock
      Award to ________________, Tredegar Corporation, 1100 Boulders Parkway,
      Richmond, Virginia, 23225.

    


    
      	 	
              TREDEGAR
                CORPORATION

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	 
	 	 
	 	
              Participant

            
	 	 	 
	 	
              Date:

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TREDEGAR
      CORPORATION

    


    STOCK
      AWARD TERMS AND CONDITIONS

    


    THESE
      STOCK AWARD TERMS AND CONDITIONS (“Terms and Conditions”) effective as of the
      ____ day of ______________, _____, govern the Stock Award made by Tredegar
      Corporation, a Virginia corporation (the “Company”), to the participant (the
“Participant”) named in the Notice of Stock 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 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 Participant, subject
      to the terms and conditions of the Plan and these Terms and Conditions, the
      number of shares of Common Stock specified in the Grant Notice (the “Shares”).
      Subject to Section 2, certificates evidencing the Shares shall be issued by
      the
      Company and registered in the name of the Participant on the stock transfer
      books of the Company. However, certificates issued with respect to the Shares
      shall be held by the Company in escrow under the terms hereof. Such certificates
      shall bear the legend set forth in Section 2(b) or such other appropriate legend
      as the Committee shall determine, which legend shall be removed only if and
      when
      the Shares vest as provided herein, at which time the certificates shall be
      delivered to the Participant. 

     

    2.    Terms
      and Conditions.
      The
      Shares are subject to the following additional terms and
      conditions:

    


    (a)   Rights
      as a Shareholder.
      Upon the
      issuance of the Shares, the Participant shall be entitled to vote the Shares,
      and shall be entitled to receive, free of all restrictions, ordinary cash
      dividends. Stock received as a dividend on, or in connection with a stock split
      of, the Shares shall be subject to the same restrictions as the Shares. The
      Participant’s right to receive any extraordinary dividends or other
      distributions with respect to the Shares prior to their becoming nonforfeitable
      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 prevent the unintended enhancement of the Shares. 

    


    (b)   Legend.
      Unless
      otherwise determined by the Committee, any certificate issued in respect of
      the
      Shares prior to the lapse of any outstanding restrictions relating thereto
      shall
      bear the following legend:

    


    “This
      certificate and the shares of stock represented hereby are subject to the terms
      and conditions, including the forfeiture provisions and restrictions against
      transfer (the “Restrictions”), contained in the Company's 2004 Equity Incentive
      Plan and an agreement entered into between the registered owner and the Company.
      Any attempt to dispose of these shares in contravention of the applicable
      restrictions, including by way of sale, assignment, transfer, pledge,
      hypothecation or otherwise, shall be null and void and without
      effect.”

    


    As
      soon
      as practicable following the lapse of the restrictions in accordance with
      paragraph (c), the Company shall reissue certificates for the Shares without
      the
      restricted legend.

    


    (c)   Lapse
      of Restrictions.
      Subject
      to the provisions of Sections 3, 4, 5 and 6, the Shares shall become vested
      and
      nonforfeitable on the third anniversary of the Date of Grant.

    


    (d)   Nontransferability.
      So long
      as the Shares are unvested, the Shares are nontransferable except by will or
      by
      the laws of descent and distribution. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (e)   Grant
      of Stock Power.
      The
      Participant hereby appoints _________________, 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 if any
      of
      the Shares are forfeited.

    


    3.    Lapse
      of Restrictions in the Event of Death. The
      restrictions on the Shares shall lapse upon Participant's death if Participant
      remains in the continuous employ of the Company or an Affiliate from the Date
      of
      Grant until the Participant's death.

    


    4.    Lapse
      of Restrictions in the Event of Permanent and Total Disability. The
      restrictions on the Shares shall lapse upon Participant's termination of
      employment on account of permanent and total disability (within the meaning
      of
      Section 22(e)(3) of the Code) if Participant remains in the continuous employ
      of
      the Company or an Affiliate from the Date of Grant until the date of termination
      on account of permanent and total disability (as previously
      defined).

    


    5.    Effect
      of Other Terminations of Employment.

    


    (a)   Subject
      to the provisions of Sections 3 and 4 and subparagraph (b) below, in the event
      the Participant ceases to be employed by the Company or an Affiliate prior
      to
      the lapse of restrictions, the Shares on which the restrictions have not lapsed
      shall be forfeited.

    


    
      	 	
              (b)

            	
              In
                the event of Participant’s Involuntary Termination by the Company prior to
                the lapse of restrictions, the restrictions on a pro-rata portion
                of the
                Shares representing the number of months of service completed from
                the
                Date of Grant divided by thirty-six (36) months shall
                lapse.

            


    

    


    6.    Change
      of Control.
      The
      restrictions on the Shares shall lapse as of the Control Change Date.


    


    7.    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 trans-actions, 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 Securi-ties"), other than (i) through an
                acquisition of Voting Securities directly from the Company, (ii) as a
                result of the Company's repur-chase of Voting Secu-rities if, thereafter,
                such Benefi-cial Owner pur-chases no additional Voting Securities,
                or
                (iii) pur-suant to a Business Combina-tion (as defined below) that
                does
                not constitute a Change in Control pursuant to subparagraph 7(b)(3)
                below;

            


    

    


    
      	 	
              (2)

            	
              Continuing
                Directors cease to constitute a majority of the members of the Board
                other
                than pur-suant to a Business Combination that does not constitute
                a Change
                in Control pursuant to subparagraph 7(b)(3)
                below;

            


    


    
      
        
        

      

      
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              (3)

            	
              Consummation
                of a reorganization, merger, share exchange or consoli-dation (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

            


    

    


    
      	 	
              (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)   Normal
      Retirement means
      the
voluntary
      separation by Participant from the employment with the Company or an Affiliate
      on or after the date Participant has reached age sixty-five.

    


    (d)   Involuntary
      Termination
      means
      the involuntary separation by Participant from the employment with the Company
      or an Affiliate.


    
      
        
        

      

      
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    8.    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
      the
      number of shares of Common Stock whose Fair Market Value equals 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.

    


    9.    No
      Right to Continued Employment.
      The
      award of the Shares 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.

    


    10.   Change
      in Capital Structure.
      The
      Shares 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.

    


    11.   Governing
      Law.
      These
      Terms and Conditions and the Grant Notice shall be governed by the laws of
      the
      Commonwealth of Virginia.

    


    12.   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.

    


    13.   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.

    


    14.   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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