Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 19, 2009, the Board of Directors of Horizon Lines, Inc. (the "Company") approved the grant of an award of 15,235 shares of time-vested restricted stock to William J. Flynn, as part of his compensation arrangement for his service as the lead independent director on the Company's Board of Directors. Mr. Flynn's restricted stock award was made pursuant to the Horizon Lines, Inc. 2009 Incentive Compensation Plan and is subject to certain vesting conditions. Mr. Flynn will become vested in the restricted stock on June 19, 2010, provided he continues to serve as a member of the Company's Board of Directors until that date (subject to pro-rated vesting if he dies or becomes disabled before that date). This grant was in addition to the 12,230 shares of time-vested restricted stock granted to Mr. Flynn on June 12, 2009 for his service as a non-employee member of the Company's board of directors, as more fully described in the Form 8-K filed by the Company on June 12, 2009. This summary is qualified in its entirety by reference to the restricted stock award agreement attached as Exhibit 10.1 to this Form 8-K, which is incorporated herein by reference.