Form of Executive Officer Restricted Stock Award for 2015 Awards - Ex-10.2








Packaging Corporation of America
Amended and Restated 1999 Long-Term Equity Incentive Plan
Executive Officer Restricted Stock Award Agreement


By this agreement, Packaging Corporation of America grants to you the following restricted shares of the Company’s common stock, $.01 par value, subject to the terms and conditions set forth below, in the attached Plan Prospectus, and in the Amended and Restated 1999 Long-Term Equity Incentive Plan, as may from time to time be amended and/or restated, all of which are an integral part of this Agreement. A copy of the Amended and Restated 1999 Long-Term Equity Incentive Plan may be obtained from the Company upon request.


	
	
	Grant Date: 

	Number of Restricted Shares Awarded :

	Fair Market Value at Grant:

	Restriction expires: 






The shares of restricted stock granted under the Plan will be held in escrow by the Company on the participant’s behalf during any period of restriction and will bear an appropriate legend specifying the applicable restrictions thereon, and, if requested, the participant will be required to execute a blank stock power therefor. During the period of restriction the participant shall have all of the rights of a holder of Common Stock, including but not limited to the rights to receive dividends and to vote, and any stock or other securities received as a distribution with respect to such participant’s restricted stock shall be subject to the same restrictions as then in effect for the restricted stock.


This award is subject to the “Performance-Based Award Pool for Executive Officers” provisions (the “Pool Provisions”) adopted by the Section 162(m) Subcommittee of the Compensation Committee on June 22, 2015.  If the number of shares of restricted stock available to be awarded to you under the Pool Provisions (as certified by the Compensation Committee or the Section 162(m) Subcommittee) is less than the number of restricted shares awarded hereby, then the excess number of shares (i.e. the number by which this award exceeds the number certified by the Compensation Committee or the Section 162(m) Subcommittee) will be forfeited at the time of such certification, and only the number certified by the Compensation Committee or the Section 162(m) Subcommittee will vest at the time the restrictions herein expire.  


This award is further subject to the company’s compensation recovery policy in effect from time to time.


Except as otherwise provided by the Board of Directors:


(1) immediately prior to a Change in Control or at such time as a participant ceases to be a director, officer, or employee of, or to otherwise perform services for, the Company and its Subsidiaries due to death or Disability, during any period of restriction, all restrictions on the shares granted to the participant shall lapse (and, for the avoidance of doubt, if a Change of Control shall occur prior to the time of certification of the number of shares to which you are entitled under the Pool Provisions, then restrictions will lapse as to all shares awarded hereby);


(2) at such time as a participant ceases to be, or in the event a participant does not become, a director, officer, or employee of, or otherwise perform services for, the Company or its Subsidiaries for any other reason, all shares of restricted stock granted to such participant on which the restrictions have not lapsed shall be immediately forfeited to the Company.











Please indicate your acceptance of this Agreement by signing in the space provided below and returning this page to the Executive Director, Total Rewards & HRIS, located in Lake Forest.


	
				
	 
	Packaging Corporation of America

	 
	 

	 
	By:

	Accepted and Agreed:
	 

	 
	Title:

	 
	 
	Date:





























































Packaging Corporation of America


2015 Performance-Based Equity Award Pool for Executive Officers


Adopted June 22, 2015


1.   Purpose. The Committee intends to grant the Full Value Awards described herein (the “Awards”)  to the executive officers of Packaging Corporation of America (the “Company”) named herein (the “Participants”) pursuant to the Company’s Amended and Restated 1999 Long-Term Equity Incentive Plan (the “Plan”) on or around June 25, 2015 (or July 1, 2015, in the case of awards to Robert P. Mundy).  The Section 162(m) Subcommittee desires to designate such Awards as Performance-Based Compensation and hereby adopts an award pool (the “Award Pool”) of Shares available for such Awards subject to the Performance Criterion and other terms and conditions provided herein.  Capitalized terms not otherwise defined herein shall have the meanings given to them in the Plan.


2.  Performance Criterion.  The Company’s Earnings before Interest, Taxes, Depreciation and Amoritzation (“EBITDA”) shall be established as the Performance Criterion for the Award Pool.  


3.  Award Pool Shares.  The aggregate amount of Shares (the “Award Pool Shares”) available for award to all Participants in the Award Pool shall be the number equal to (i) 3.0%  of the Corporation’s EBITDA for the period beginning April 1, 2015 and ending March 31, 2016 (the “EBITDA Performance Period”); divided by (ii) the closing price of a Share on the New York Stock Exchange on June 25, 2015.


4.  Awards.  Awards shall be in the form of “Restricted Stock Awards” (pursuant to the Restricted Stock Award Agreements attached hereto as Exhibit A-1 and A-2) and “Performance Unit Awards” (pursuant to the Performance Unit Agreement attached hereto as Exhibit B).


5.  Participant Percentages and Maximums.   The percentage of Award Pool Shares (the “Award Pool Percentage”) and the maximum number of Award Pool Shares (the “Participant Maximum”) available to be awarded to each Participant for each Award, shall be as set forth in the following table.   For each Participant, half of his percentage of Award Pool shares is allocated to each type of Award.


	
				
	Participant
	Percentage of Award Pool Shares
	Maximum for Restricted Stock Awards (in shares)
	Maximum for Performance Units (in shares)*1

	Mark W. Kowlzan
	37.5%
	20,122
	24,146

	Thomas A. Hassfurther
	30%
	16,024
	19,228

	Robert P. Mundy
	15%
	13,043
	6,707

	Thomas W.H. Walton
	6.25%
	4,286
	5,143

	Charles J. Carter
	6.25%
	4,099
	4,919

	Kent A. Pflederer
	5%
	2,981
	3,577




*1 In all cases, PLUS the number of dividend equivalents provided in the Performance Unit Agreement


6.  Certification of Award Pool.   The Committee (or the Section 162(m) Subcommittee) shall certify the number of Award Pool Shares available for each Participant for each Award (the “Certified Share Number”) within 75 days after the end of the EBITDA Performance Period, which shall be calculated by (a) multiplying (i) the Award Pool Percentage for such Participant for such Award by (ii) the aggregate number of Award Pool Shares and (b) if applicable, reducing the number calculated pursuant to subsection (a) to the Participant Maximum for such Award.   











7.  Award Agreement.  The Committee (or the Section 162(m) Subcommittee) will reduce (but not increase) the actual number of Shares to be awarded to a Participant on vesting of an Award from the Certified Share Number for such Award to the extent necessary to achieve the level of vesting provided in the Award agreements attached hereto.  


8.  Plan Provisions.  The Award Pool and Awards described herein are subject to, and made pursuant to, the terms and conditions of the Plan.  If there is any inconsistency between the terms of the Award Pool or any Award agreement and the terms of the Plan, the terms of the Plan shall control unless expressly stated that an exception to the Plan is being made.