8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

_________________

Date of Report
(Date of earliest
event reported):	February 18, 2005

Bandag, Incorporated

(Exact name of registrant as specified in its charter)

Iowa	1-7007	42-0802143
(State or other	(Commission File	(IRS Employer
jurisdiction of	Number)	Identification No.)
incorporation)

2905 North Highway 61, Muscatine, Iowa 52761-5886

(Address of principal executive offices, including zip code)

(563) 262-1400

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

        On February 18, 2005, the Management Continuity and Compensation Committee (the “Committee”) of the Board of Directors of Bandag, Incorporated (the “Company”) approved the payment of restricted stock grants to executive officers (12 persons) and certain other key employees of the Company under the Bandag, Incorporated Stock Award Plan, as amended March 12, 2002. The restricted stock grants were earned based on the achievement of the 2004 diluted earnings per share targets set by the Committee in February 2004, together with, for certain executive officers and key employees, the attaining of operating profits targets for the business units for which such executive officers and key employees were responsible. A total of 17,921 restricted shares of Class A Common Stock were granted to the 12 executive officers and 5,332 shares to other key employees. The aggregate value of the restricted shares granted to the executive officers and other key employees was $733,044 and $218,399, respectively, based on the fair market value of such shares on February 18, 2005.

        On February 18, 2005, the Committee also made short-term awards to executive officers (12 persons) and certain other key employees of the Company pursuant to the Bandag, Incorporated 2004 Stock Grant and Awards Plan (the “2004 Plan”). The awards were made in dollar terms but are payable in restricted shares of Class A Common Stock based upon the achievement of 2005 diluted earnings per share targets fixed by the Committee, as adjusted, together with, for certain executive officers and key employees, the attainment of operating profits targets for the business units for which such executive officers and key employees are responsible. If the earning per share and/or business unit operating profits targets are met, the shares of restricted stock will be payable in February 2006.

        Also, on February 18, 2005, the Committee awarded executive officers (12 persons) and certain other key employees of the Company restricted shares of Class A Common Stock and nonqualified stock options under the 2004 Plan. A total of 15,595 restricted shares of Class A Common Stock, having a value of $638,771, were granted to the 12 executive officers and 22,185 restricted shares, having a value of $908,698, to other key employees. Options to purchase a total of 59,960 shares of Class A Common Stock were granted to the 12 executive officers and options for a total of 29,400 shares were granted to other key employees. The option price was $40.96 per share, being the fair market value of a share of Class A Common Stock on February 18, 2005. The form of the restricted stock award agreement and the nonqualified stock option award agreement are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated into this Current Report on Form 8-K by reference.

        All shares of restricted stock discussed in this Item 1.01 vest in three years from the date of grant, so long as the recipient is then employed by the company, except that shares of restricted stock automatically vest upon retirement, disability or death of the recipient.

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Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(c) Exhibits. The following exhibit is being furnished herewith:

99.1 Form of Restricted Stock Award Agreement.

99.2 Form of Nonqualified Stock Option Award Agreement.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BANDAG, INCORPORATED (Registrant)
Date:  February 25, 2005	By:	/s/  Warren W. Heidbreder
		Warren W. Heidbreder Vice President, Chief Financial Officer

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BANDAG, INCORPORATED

Exhibit Index to Current Report on Form 8-K

Exhibit
Number

99.1 Form of Restricted Stock Award Agreement.

99.2 Form of Nonqualified Stock Option Award Agreement.

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EX-99.1

Bandag, Incorporated 2004 Stock Grant and Awards Plan
Restricted Stock Award Agreement

        You have been selected to be a Participant in the Bandag, Incorporated 2004 Stock Grant and Awards Plan (the “Plan”), as specified below:

        Participant:   ____________________________________________________________________

        Date of Award:  __________________________________________________________________

        Number of Shares of Restricted Stock Awarded:   ________________________________________

        Lapse of Restrictions Date:  _________________________________________________________

        THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), effective as of the Date of Award set forth above, represents the award of Restricted Stock by Bandag, Incorporated, an Iowa corporation (the “Company”), to the Participant named above, pursuant to the provisions of the Plan. The Restricted Stock granted hereunder represents shares of Class A common stock of the Company (“Shares”).

        The Plan provides a complete description of the terms and conditions governing the grant of Restricted Stock. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:

    1.        Employment by the Company. The Restricted Stock granted hereunder is awarded on the condition that the Participant remains employed by the Company from the Date of Award through (and including) the Lapse of Restrictions Date, as specified above (this time period is referred to herein as the “Restriction Period”).

        However, neither such condition nor the award of the Restricted Stock shall impose upon the Company any obligation to retain the Participant in its employ for any given period or upon any specific terms of employment.

    2.        Removal of Restrictions. Except as may otherwise be provided herein and in the Plan, the Restricted Stock awarded pursuant to this Agreement shall become freely transferable by the Participant upon the Lapse of Restrictions Date set forth above. The stock certificates issued in respect of Shares of Restricted Stock shall be registered in the name of the Participant and shall be deposited in a bank designated by the Committee. The grant of Restricted Stock is conditioned upon the Participant endorsing in blank a stock power for the Restricted Stock. Once the Restricted Stock is no longer subject to any restrictions, the Participant shall be entitled to receive Share certificates representing the Shares of Restricted Stock granted to the Participant for which such restrictions have lapsed.

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    3.        Voting Rights and Dividends. During the Restriction Period, to the extent applicable, the Participant may exercise full voting rights and is entitled to receive any or all dividends and other distributions paid with respect to the Shares of Restricted Stock while they are held, as determined by the Committee. If any such dividends or distributions are paid in common stock of the Company, such common stock shall be subject to the same restrictions on transferability as are the Shares of Restricted Stock with respect to which they were paid.

    4.        Termination of Employment Due to Death, Disability, or Retirement. In the event the employment of the Participant is terminated due to death, Disability, or Retirement prior to the Lapse of Restrictions Date, all Shares of Restricted Stock then unvested shall immediately vest one hundred percent (100%), and thereafter such Shares shall be freely transferable by the Participant, subject to applicable federal and state securities laws.

    5.        Termination of Employment for Other Reasons. In the event the employment of the Participant is terminated for any reason other than those reasons set forth in Section 4 of this Agreement prior to the Lapse of Restrictions Date, the Participant shall forfeit the Restricted Stock as of the Participant’s date of termination; provided, however, that the Committee, in its sole discretion, shall have the right to permit the vesting of all or any portion of the unvested Shares of Restricted Stock held by the Participant at the time of such employment termination, subject to such terms as the Committee, in its sole discretion, deems appropriate.

    6.        Change of Control. Upon a Change of Control, the provisions of Section 17 of the Plan, as amended or supplemented, shall apply.

    7.        Nontransferability. During the Restriction Period, Shares of Restricted Stock awarded pursuant to this Agreement may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated (“Transfer”), other than by will or the laws of descent and distribution or pursuant to Section 10 of this Agreement. If any Transfer, whether voluntary or involuntary, of Restricted Stock is made, or if any attachment, execution, garnishment, or lien shall be issued against or placed upon the Restricted Stock, the Participant’s right to such Restricted Stock shall be immediately forfeited by the Participant to the Company, and this Agreement shall lapse.

    8.        Recapitalization. In the event there is any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event that affects the Shares, the provisions of Section 17 of the Plan, as amended or supplemented, shall apply.

    9.        Tax Withholding. To the extent that the receipt of the Restricted Stock or dividends or the lapse of any restrictions results in income to the Participant for any federal, state or local income tax purposes, no later than the date as of which such tax withholding is first required, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state or local income tax required to be withheld with respect to such amount. If the Participant fails to do so, then the Company is authorized to withhold from any cash remuneration then or thereafter payable to the Participant any tax required to be withheld by reason of such resulting compensation income. If the Participant does not make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to the Restricted Stock, then the Participant shall be allowed to satisfy the tax withholding obligations arising with respect to the lapse of restrictions on Restricted Stock with Shares having a Fair Market Value equal to the amount to be withheld. However, the amount to be withheld may not exceed the total minimum federal, state and local tax withholding obligations associated with the transaction. The election must be made on or before the date as of which the amount of tax to be withheld is determined. All such elections shall be irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.

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    10.        Beneficiary Designation. The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Stock Plan Administrator during the Participant’s lifetime. If no such beneficiary designation is in effect at the time of the Participant’s death, or if no designated beneficiary survives the Participant or if such designation conflicts with law, then the Participant’s estate shall be entitled to receive the Restricted Stock following the death of the Participant. If the Committee is in doubt as to the right of any person to receive the Restricted Stock, then the Company may retain the Restricted Stock, without liability for any interest thereon, until the Committee determines the person entitled thereto, or the Company may deliver the Restricted Stock to any court of appropriate jurisdiction, and such delivery shall be a complete discharge of the liability of the Company therefor.

    11.        Administration. This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan.

    12.        Continuation of Employment. This Agreement shall not confer upon the Participant any right with respect to continued employment or service with the Company or any Affiliate, and the rules set forth in Section 18(b) of the Plan, as amended and supplemented, shall apply.

    13.        Miscellaneous.

    (a)               The Participant agrees to take all steps necessary to comply with all applicable provisions of federal and state securities and tax laws in exercising his or her rights under this Agreement.

    (b)               This Agreement shall be subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required.

    (c)               All obligations of the Company under the Plan and this Agreement, with respect to this Restricted Stock shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase of all or substantially all of the business and/or assets of the Company, or the result of a merger, consolidation or otherwise.

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    (d)               This Agreement will be construed in accordance with and governed by the laws of the State of Iowa, without reference to any conflict of law principles. The parties agree that the exclusive venue for any legal action or proceeding with respect to this Agreement, or for recognition and enforcement of any judgment in respect of the Plan, any Award or this Agreement, shall be a court sitting in the County of Muscatine, or the Federal District Court for the Southern District of Iowa sitting in the County of Scott, in the State of Iowa, and further agree that any such action may be heard only in a “bench” trial, and any party to such action or proceeding shall agree to waive its right to assert a jury trial.

* * *

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Agreement to Participate

By signing a copy of this Agreement and returning it to the Secretary of the Company, I agree to participate in the Plan, subject to all of the provisions contained therein. I understand that my right to acquire these Shares of Restricted Stock is conditioned upon my continued employment with the Company unless otherwise specified herein. I further understand that a copy of the Plan will be made available to me upon request to the Secretary of the Company.

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Participant

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EX-99.2

Bandag, Incorporated 2004 Stock Grant and Awards Plan
Nonqualified Stock Option Award Agreement

You have been selected to be a Participant in the Bandag, Incorporated 2004 Stock Grant and Awards Plan (the “Plan”), as specified below:

Participant:  ______________________________________________________________________________

Date of Grant:  ____________________________________________________________________________

Date of Expiration:  _________________________________________________________________________

Number of Shares Covered by Option:  __________________________________________________________

Option Price:  _____________________________________________________________________________

        THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), effective as of the Date of Grant set forth above, represents the grant of a nonqualified stock option (the “Option”) by Bandag, Incorporated, an Iowa corporation (the “Company”), to the Participant named above, pursuant to the provisions of the Plan.

        The Plan provides a complete description of the terms and conditions governing the Option grant. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:

    1.        Grant of Stock Option. The Company hereby grants to the Participant an Option to purchase the number of shares of Class A common stock of the Company (“Shares”) set forth above, at the stated Option Price, which is one hundred percent (100%) of the Fair Market Value of a Share on the Date of Grant, in the manner and subject to the terms and conditions of the Plan and this Agreement.

    2.        Exercise of Stock Option. Except as hereinafter provided, the Participant may exercise the Option according to the following schedule with respect to each installment shown in the schedule on and after the vesting date applicable to such installment set forth below, provided that no exercise may occur subsequent to the close of business on the Date of Expiration.

Date	Number of Shares Subject to Purchase Upon Exercise	Percentage of Option Which is Exercisable Each Year
__________________	__________________	25%
__________________	__________________	25%
__________________	__________________	25%
__________________	__________________	25%

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        The Option may be exercised in whole or in part, but not for less than one hundred (100) Shares at any one time, unless fewer than one hundred (100) Shares then remain subject to the Option, and the Option is then being exercised as to all such remaining Shares.

    3.        Limitations on Exercise. The Participant must exercise all rights under this Agreement prior to the tenth anniversary of the Date of Grant (i.e., the Option will expire upon the tenth anniversary).

    4.        Termination of Employment by Death. In the event of the death of the Participant while employed by, or in the service of, the Company or any of its Affiliates, the Option may be exercised at any time prior to the earlier of the Date of Expiration or the first anniversary of the date of the Participant’s death to the extent that the Participant was entitled to exercise such Option on the Participant’s date of death. In the event of the death of the Participant while entitled to exercise an Option pursuant to Section 5 of this Agreement, the Committee, in its discretion, may permit such Option to be exercised prior to the Date of Expiration during a period of up to one year from the death of the Participant, as determined by the Committee to the extent that the Option was exercisable at the time of cessation of the Participant’s employment or service.

    5.        Termination of Employment by Disability or Retirement. If a Participant shall cease to be employed by, or provide services to, the Company or any of its Affiliates by reason of Retirement or Disability, the Option shall remain exercisable, to the extent it was exercisable at the time of cessation of employment or service, until the earliest of: (A) the Date of Expiration; (B) the death of the Participant, or such later date not more than one year after the death of the Participant as the Committee, in its discretion, may provide; (C) the third anniversary of the date of the cessation of the Participant’s employment or service, if employment or service ceased by reason of Retirement; or (D) the first anniversary of the date of the cessation of the Participant’s employment or service by reason of Disability. At the end of such period, the Option shall terminate.

    6.           Termination of Employment for Other Reasons. If a Participant shall cease to be employed by, or provide services to, the Company or any of its Affiliates other than by reason of Retirement, Disability, or death, (A) the portion of the Option that is not vested shall terminate on the date of such cessation of employment or service and (B) the Participant shall have a period ending on the earlier of the Date of Expiration or 90 days from the date of cessation of employment or service to exercise the vested portion of the Option to the extent not previously exercised. At the end of such period, the Option shall terminate.

    7.        Change of Control. Upon a Change of Control, the provisions of Section 17 of the Plan, as amended or supplemented, shall apply.

    8.        Nontransferability. This Option may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or the laws of descent and distribution or pursuant to Section 12 of this Agreement. Further, this Option shall be exercisable during the Participant’s lifetime by only such Participant or such Participant’s legal representative.

    9.        Recapitalization. In the event there is any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event that affects the Shares, the provisions of Section 17 of the Plan, as amended or supplemented, shall apply.

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    10.        Procedure for Exercise of Options. The Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of the Secretary of the Company. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) shall specify the number of Shares being purchased; and (c) shall be accompanied by payment in full of the Option Price of the Shares to be purchased and any withholding taxes due thereon, except in the case of a cashless exercise as described below.

        The Option Price may be paid: in United States dollars in cash or by check, bank draft or money order payable to the order of the Company; through the delivery of Shares with an aggregate Fair Market Value on the date of exercise equal to the exercise price; or by any combination of the above methods of payment.

        Subject to the establishment by the Committee of a procedure by which to complete a “cashless exercise,” the Participant may exercise this Option pursuant to such “cashless exercise” procedure, as permitted under Federal Reserve Board’s Regulation T, subject to securities law restrictions, or by any other means which the Committee, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law.

        As promptly as practicable after receipt of written notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares so purchased. The Share certificates shall be issued in the Participant’s name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant’s spouse). The Company shall maintain a record of all information pertaining to the Participant’s rights under this Agreement, including the number of Shares for which the Option is exercisable. If the Option granted pursuant to this Agreement has been exercised in full, this Agreement shall be returned to the Company and canceled.

    11.        Deferral of Delivery of Shares. The Committee may, at its sole discretion, permit the Participant to defer his or her receipt of the Shares that would otherwise be delivered to the Participant by virtue of the exercise of his or her Option. If any such deferral election is required or permitted, the Committee shall, in its sole discretion, establish rules and procedures for such deferrals.

    12.        Beneficiary Designation. The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Stock Plan Administrator during the Participant’s lifetime. If no such beneficiary designation is in effect at the time of the Participant’s death, or if no designated beneficiary survives the Participant or if such designation conflicts with law, then the Participant’s estate shall be entitled to receive any benefits remaining unpaid following the death of the Participant. If the Committee is in doubt as to the right of any person to receive such benefits, then the Company may retain such benefits, without liability for any interest thereon, until the Committee determines the person entitled thereto, or the Company may deliver such benefits to any court of appropriate jurisdiction, and such delivery shall be a complete discharge of the liability of the Company therefor.

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    13.        Rights as a Shareholder. The Participant shall have no rights as a shareholder of the Company with respect to the Shares subject to this Agreement until such time as the Option Price has been paid, and the Shares have been issued and delivered to him or her.

    14.        Continuation of Employment. This Agreement shall not confer upon a Participant any right with respect to continued employment or service with the Company or any Affiliate, and the rules set forth in Section 18(b) of the Plan, as amended and supplemented, shall apply.

    15.        Tax Withholding. The Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state or local income tax required to be withheld with respect to any exercise of the Participant’s rights under this Agreement. If the Participant fails to do so, then the Company is authorized to withhold from any cash remuneration then or thereafter payable to the Participant any tax required to be withheld by reason of such exercise. The Participant shall be allowed to satisfy the tax withholding obligations arising with respect to the exercise of the Participant’s rights under this Agreement with Shares having a Fair Market Value equal to the amount to be withheld. However, the amount to be withheld may not exceed the total minimum federal, state and local tax withholding obligations associated with the transaction. The election must be made on or before the date as of which the amount of tax to be withheld is determined. All such elections shall be irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.

    16.        Administration. This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan.

    17.        Miscellaneous.

    (a)               The Participant agrees to take all steps necessary to comply with all applicable provisions of federal and state securities and tax laws in exercising his or her rights under this Agreement.

    (b)               This Agreement shall be subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required.

    (c)               All obligations of the Company under the Plan and this Agreement, with respect to the Option, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase of all or substantially all of the business and/or assets of the Company, or the result of a merger, consolidation or otherwise.

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    (d)               This Agreement will be construed in accordance with and governed by the laws of the State of Iowa, without reference to any conflict of law principles. The parties agree that the exclusive venue for any legal action or proceeding with respect to this Agreement, or for recognition and enforcement of any judgment in respect of the Plan, any Award or this Agreement, shall be a court sitting in the County of Muscatine, or the Federal District Court for the Southern District of Iowa sitting in the County of Scott, in the State of Iowa, and further agree that any such action may be heard only in a “bench” trial, and any party to such action or proceeding shall agree to waive its right to assert a jury trial.

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        Please acknowledge your agreement to participate in the Plan and this Agreement, and to abide by all of the governing terms and provisions, by signing the following representation:

Agreement to Participate

By signing a copy of this Agreement and returning it to the Secretary of the Company, I agree to participate in the Plan, subject to all of the provisions contained therein. I understand that my right to exercise the Option is conditioned upon my continued employment with the Company unless otherwise specified herein. I further understand that a copy of the Plan will be made available to me upon request to the Secretary of the Company.

 


 
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Participant

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