exv10w22






Exhibit 10.22




PACKAGING CORPORATION OF AMERICA




RESTRICTED STOCK AWARD AGREEMENT



FEBRUARY 2011 RETENTION AWARDS



     RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) dated as of—, 2011, by and between
Packaging Corporation of America, a Delaware corporation (the “Company”), and [—] (the
“Executive”).



     NOW, THEREFORE, in consideration of the mutual promises contained herein and of other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:



     1. RETENTION AWARD. Upon the date of this Agreement (the “Effective Date”), the
Company has awarded the Executive a restricted stock award (the “Retention Award”) under
the Company’s Amended and Restated 1999 Long-term Equity Incentive Plan (the “Plan”) (i)
for [—] shares of the Company’s common stock, (ii) with one-third of the award to become vested
on each of the first three anniversary dates of the Effective Date (subject to continued employment
on each applicable vesting date and as otherwise required under the terms of the Plan), and (iii)
with such other terms and conditions as are set forth in a restricted stock award agreement
consistent with the Company’s standard form of restricted stock award agreement customarily used
for other awards under the Plan, as attached hereto as Exhibit A.



     2. COVENANTS OF EXECUTIVE.



     (a) CONFIDENTIALITY. During the course of the Executive’s employment with the Company, the
Executive will learn confidential information regarding the Company. The Executive agrees that the
Executive shall not, directly or indirectly, use, make available, sell, disclose or otherwise
communicate to any person, other than in the course of the Executive’s assigned duties and for the
benefit of the Company, either during the period of the Executive’s employment or at any time
thereafter, any business and technical information or trade secrets, nonpublic, proprietary or
confidential information, knowledge or data relating to the Company or any of its affiliates, or
received from third parties subject to a duty on the Company’s and its affiliates’ part to maintain
the confidentiality of such information and to use it only for certain limited purposes, in each
case which shall have been obtained by the Executive during the Executive’s employment by the
Company. The foregoing shall not apply to information that (i) was known to the public prior to
its disclosure to the Executive; (ii) becomes generally known to the public subsequent to
disclosure to the Executive through no wrongful act of the Executive or any representative of the
Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal
process (provided that the Executive provides the Company with prior notice of the
contemplated disclosure and cooperates with the Company at its expense in seeking a protective
order or other appropriate protection of such information).



     (b) NONCOMPETITION. The Executive acknowledges that the Executive performs services of a
unique nature for the Company that are irreplaceable, and that the Executive’s performance of such
services to a competing business will result in irreparable harm



1









 




to the Company. Accordingly, until the earlier of (i) the date that is two (2) years after
the date of termination of the Executive’s employment with the Company (howsoever such termination
occurs) and (ii) the third anniversary of the Effective Date (the period between the Effective Date
and such earlier date being the “Restricted Period”), the Executive agrees that the
Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether
as an employee, consultant, independent contractor or otherwise, and whether or not for
compensation) or render services to any person, firm, corporation or other entity, in whatever
form, engaged in competition with any material business of the Company or any affiliate or in any
other material business in which the Company or any affiliate has taken material steps and has
material plans, on or prior to the date or termination, to be engaged in on or after such date, in
any locale of any country in which the Company or such affiliate conducts business.
Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive
owner of not more than one percent (1%) of the equity securities of a publicly traded corporation
engaged in a business that is in competition with the Company or any of its affiliates, so long as
the Executive has no active participation in the business of such corporation.




     (c) NONSOLICITATION; NONINTERFERENCE. During the Restricted Period, the Executive agrees that
the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or
indirectly, individually or on behalf of any other person, firm, corporation or other entity, (i)
solicit, aid or induce any customer of the Company or an affiliate to purchase goods or services
then sold by the Company or any affiliate from another person, firm, corporation or other entity or
assist or aid any other person or entity in identifying or soliciting any such customer, (ii)
solicit, aid or induce any employee, representative or agent of the Company or any affiliate to
leave such employment or retention or, in the case of employees, to accept employment with or
render services to or with any other person, firm, corporation or other entity unaffiliated with
the Company or any affiliate, or hire or retain any such employee, or take any action to materially
assist or aid any other person, firm, corporation or other entity in identifying, hiring or
soliciting any such employee, or (iii) interfere, or aid or induce any other person or entity in
interfering, with the relationship between the Company or any affiliate and any of their respective
vendors, joint venturers or licensors. An employee, representative or agent shall be deemed
covered by this Section 2(c) while so employed or retained and for a period of six (6)
months thereafter. Notwithstanding the foregoing, the provisions of this Section 2(c)
shall not be violated by general advertising or solicitation not specifically targeted at Company
or affiliate-related individuals or entities.



     (d) NONDISPARAGMENT. The Executive agrees not to make negative comments or otherwise
disparage the Company or its officers, directors, employees, shareholders, agents or products other
than in the good faith performance of the Executive’s duties to the Company while the Executive is
employed by the Company. The Company agrees to direct its executive officers and members of its
board of directors not to, while employed by the Company or serving as a director of the Company,
as the case may be, make negative comments about the Executive or otherwise disparage the Executive
in any manner that is likely to be harmful to the Executive’s business or personal reputation. The
foregoing shall not be violated by truthful statements in response to legal process, required
governmental testimony or filings, or administrative or arbitral proceedings (including, without
limitation, depositions in connection with such proceedings), and the foregoing limitation on the
Company’s executive officers and



2









 




directors shall not be violated by statements that they in good faith believe are necessary or
appropriate to make in connection with performing their duties and obligations to the Company.




     (e) REASONABLENESS OF COVENANTS. In signing this Agreement, the Executive gives the Company
assurance that the Executive has carefully read and considered all of the terms and conditions of
this Agreement, including the restraints imposed under this Section 2. The Executive
agrees that these restraints are necessary for the reasonable and proper protection of the Company
and its affiliates and their trade secrets and confidential information and that each and every one
of the restraints is reasonable in respect to subject matter, length of time and geographic area,
and that these restraints, individually or in the aggregate, will not prevent the Executive from
obtaining other suitable employment during the period in which the Executive is bound by the
restraints. The Executive acknowledges that each of these covenants has a unique, very substantial
and immeasurable value to the Company and its affiliates and that the Executive has sufficient
assets and skills to provide a livelihood while such covenants remain in force. The Executive
further covenants that the Executive will not challenge the reasonableness or enforceability of any
of the covenants set forth in this Section 2, other than in response to an attempt by the
Company or an affiliate to enforce such covenants against the Executive. It is also agreed that
the affiliates will have the right to enforce all of the Executive’s obligations to such affiliates
under this Agreement, including without limitation pursuant to this Section 2.



     (f) REFORMATION. If it is determined by a court of competent jurisdiction in any state that
any restriction in this Section 2 is excessive in duration or scope or is unreasonable or
unenforceable under applicable law, it is the intention of the parties that such restriction may be
modified or amended by the court to render it enforceable to the maximum extent permitted by the
laws of that state.



     (g) TOLLING. In the event of any violation of the provisions of this Section 2, the
Executive acknowledges and agrees that the post-termination restrictions contained in this
Section 2 shall be extended by a period of time equal to the period of such violation, it
being the intention of the parties hereto that the running of the applicable post-termination
restriction period shall be tolled during any period of such violation.



     (h) SURVIVAL OF PROVISIONS. The obligations contained in this Section 2 hereof shall
survive the termination of the Executive’s employment with the Company and shall be fully
enforceable thereafter.



     3. EQUITABLE RELIEF AND OTHER REMEDIES. The Executive acknowledges and agrees that the
Company’s remedies at law for a breach or threatened breach of any of the provisions of Section
2 hereof would be inadequate and, in recognition of this fact, the Executive agrees that, in
the event of such a breach or threatened breach, in addition to any remedies at law, the Company,
without posting any bond or other security, shall be entitled to obtain equitable relief in the
form of specific performance, a temporary restraining order, a temporary or permanent injunction or
any other equitable remedy which may then be available. In the event that a court of competent
jurisdiction determines that Executive has breached any of the provisions of Section 2, the
Retention Award shall be forfeited.



3









 





     4. NO ASSIGNMENTS. This Agreement is personal to each of the parties hereto. Except as
provided in this Section 4, no party may assign or delegate any rights or obligations
hereunder without first obtaining the written consent of the other party hereto. The Company shall
assign this Agreement to any successor to all or substantially all of the business and/or assets of
the Company, provided that the Company shall require such successor to expressly assume and
agree to perform this Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place. As used in this Agreement,
“Company” shall mean the Company and any successor to all or substantially all of its
business and/or assets, which assumes and agrees to perform the duties and obligations of the
Company under this Agreement by operation of law or otherwise.



     5. NOTICES. For purposes of this Agreement, notices and all other communications provided for
in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date
of delivery, if delivered by hand, (b) on the date of transmission, if delivered by confirmed
facsimile or electronic mail, (c) on the first business day following the date of deposit, if
delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the
date delivered or mailed by United States registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:



	 	 	 	 	 

	 

	 	If to the Executive:	 	 
	 
	 	 	 	 
	 

	 	To the address shown in the books and records of the Company.
	 	 
	 
	 	 	 	 
	 

	 	If to the Company:	 	 
	 
	 	 	 	 
	 

	 	Packaging Corporation of America	 	 
	 

	 	1900 West Field Court	 	 
	 

	 	Lake Forest, Illinois 60045	 	 
	 

	 	Attention: General Counsel	 	 





or to such other address as either party may have furnished to the other in writing in accordance
herewith, except that notices of change of address shall be effective only upon receipt.




     6. SECTION HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included
solely for convenience and shall not affect, or be used in connection with, the interpretation of
this Agreement. In the event of any inconsistency between the terms of this Agreement (including
the Exhibits hereto) and any form, award, plan or policy of the Company, the terms of this
Agreement shall govern and control.



     7. SEVERABILITY. The provisions of this Agreement shall be deemed severable and the
invalidity or unenforceability of any provision shall not affect the validity or enforceability of
the other provisions hereof.



     8. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall
be deemed to be an original but all of which together will constitute one and the same instrument.



4









 





     9. GOVERNING LAW; DISPUTE RESOLUTION. This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in
accordance with the laws of the State of Illinois (without regard to its choice of law provisions).
Each of the parties agrees that any dispute between the parties shall be resolved only in the
courts of the State of Illinois, County of Lake or the United States District Court for the
Northern District of Illinois and the appellate courts having jurisdiction of appeals in such
courts. In that context, and without limiting the generality of the foregoing, each of the parties
hereto irrevocably and unconditionally (a) submits in any proceeding relating to this Agreement, or
for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to
the exclusive jurisdiction of the courts of the State of Illinois, County of Lake, the court of the
United States of America for the Northern District of Illinois, and appellate courts having
jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any
such Proceeding shall be heard and determined in such Illinois State court or, to the extent
permitted by law, in such federal court, (b) consents that any such Proceeding may and shall be
brought in such courts and waives any objection that the Executive or the Company may now or
thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such
Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (c)
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE PERFORMANCE UNDER, OR THE ENFORCEMENT OF, THIS
AGREEMENT, (d) agrees that service of process in any such Proceeding may be effected by mailing a
copy of such process by registered or certified mail (or any substantially similar form of mail),
postage prepaid, to such party at the Executive’s or the Company’s address as provided in
Section 5 hereof, and (e) agrees that nothing in this Agreement shall affect the right to
effect service of process in any other manner permitted by the laws of the State of Illinois. Each
party shall be responsible for its own legal fess incurred in connection with any dispute
hereunder.



     10. MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing and signed by the Executive
and such officer or director as may be designated by the Company’s board of directors. No waiver
by either party hereto at any time of any breach by the other party hereto of, or compliance with,
any condition or provision of this Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent
time. This Agreement together with all exhibits hereto sets forth the entire agreement of the
parties hereto in respect of the subject matter contained herein and supersedes any and all prior
agreements or understandings between the Executive and the Company with respect to the subject
matter hereof, whether written or oral; except that this Agreement is not intended to supersede or
modify the Employee Agreement on Inventions, Improvements, Discoveries, and Proprietary Information
and the Employment Relationship, dated _________, between Executive and the Company, which shall
remain in full force and effect. No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either party which are not
expressly set forth in this Agreement.



     11. EXECUTIVE REPRESENTATIONS. The Executive represents and warrants to the Company that (a)
the Executive has the legal right to enter into this Agreement and to



5









 




perform all of the obligations on the Executive’s part to be performed hereunder in accordance
with its terms, and (b) the Executive is not a party to any agreement or understanding, written or
oral, and is not subject to any restriction, which, in either case, could prevent the Executive
from entering into this Agreement or performing all of the Executive’s obligations hereunder. The
Executive understands that the foregoing representations are a material inducement to the Company
entering into this Agreement.




     12. FURTHER ASSURANCES. The Company and the Executive shall cooperate with each other and do,
or procure the doing of, all acts and things, and execute, or procure the execution of, all
documents, as may reasonably be required to give full effect to this Agreement.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




6









 





     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 

	 	 	PACKAGING
CORPORATION OF AMERICA



	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	EXECUTIVE




	 
	 	 	 	 
	 	 	 
	 

	 	
[               ]
	 












Retention
Agreement Signature Page


 









 











EXHIBIT A




Packaging Corporation of America

1999 Long-Term Equity Incentive Plan

Form of Restricted Stock Award Agreement


By this agreement, Packaging Corporation of America grants to [NAME] 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 PCA 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 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.



Certificates representing 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 the participant will be
required to execute a blank stock power therefore. 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.



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;
	 
	 	(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 Halane Young, Director of Compensation & HRIS, located in Lake Forest.




	 	 	 	 	 	 	 

	 

	 	 	 	 	 	Packaging Corporation of America
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 
	 	 	 	 	 	 
	Accepted and Agreed:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Paul T. Stecko
	 


	 	 	 	 	 	Executive Chairman
	 

	 	Date