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2007 O MNIBUS INCENTIVE PLAN

Equity Incentive Plan Agreement

2007 O MNIBUS INCENTIVE PLAN | Document Parties: BWAY CORP | BWAY HOLDING COMPANY You are currently viewing:
This Equity Incentive Plan Agreement involves

BWAY CORP | BWAY HOLDING COMPANY

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Title: 2007 O MNIBUS INCENTIVE PLAN
Date: 8/7/2009

2007 O MNIBUS INCENTIVE PLAN, Parties: bway corp , bway holding company
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Exhibit 10.3

BWAY H OLDING C OMPANY

2007 O MNIBUS I NCENTIVE P LAN

F ORM O F S TOCK O PTION A GREEMENT

BWAY Holding Company, a Delaware corporation (the “ Company ”), hereby grants to the optionee named below (“ Optionee ”) an option (this “ Option ”) to purchase the total number of shares shown below of Common Stock of the Company (“ Shares ”) at the exercise price per share set forth below (the “ Exercise Price ”), subject to all of the terms and conditions of this Stock Option Agreement and the BWAY Holding Company 2007 Omnibus Incentive Plan (the “ Plan ”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Plan. The terms and conditions set forth of this Stock Option Agreement (“ Stock Option Agreement ”) and the terms and conditions of the Plan are incorporated herein by reference.

 

Shares Subject to Option:

 

  

 

  

Exercise Price Per Share:*

  

  

$

 

Vesting Start Date:

 

 

  

Term of Option:*

  

10 Years

 

Grant Date:

 

 

  

 

Type of Option Intended:

  

 

ISO / NQSO

I N W ITNESS W HEREOF , this Stock Option Agreement has been executed by the Company by a duly authorized officer as of the date specified hereon.

 

BWAY H OLDING C OMPANY

 

 

By:                                                                              

 

Its:                                                                               

  

Optionee hereby acknowledges receipt of a copy of the Plan, represents that Optionee has read and understands the terms and provisions of the Plan, and accepts this Option subject to all the terms and conditions of the Plan and this Stock Option Agreement. Optionee acknowledges that there may be adverse tax consequences upon exercise of this Option or disposition of Shares purchased by exercise of this Option, and that Optionee should consult a tax adviser prior to such exercise or disposition.

 

 

 

 

 

______________________________________________

 

[N AME OF O PTIONEE ]

 

Terms and Provisions of this Option:

1.         Vesting and Exercise of Shares. Subject to the terms of the Plan, this Stock Option Agreement and the Exercise Agreement, the Optionee shall be entitled to purchase, pursuant to the exercise of this Option, the percentage of the Shares subject to this Option shown below based upon the Continuous Service of the Optionee from the Vesting Start Date of this Option (as noted hereon) at the time of exercise:

 

V ESTING S CHEDULE :

Percentage Vested:

 

Continuous Service:

0%

 

Less than one (1) year

 

 

 

 

 

 

 

 

 

If the above calculation of Shares available for purchase through exercise of this Option would result in a fraction, any fraction will be rounded to zero. For purposes of this Stock Option Agreement, “ Continuous Service ” means a period of continuous performance of services by Optionee for the Company or a Subsidiary, as determined by the Board in its sole and absolute discretion. Optionee shall be considered to perform services for the Company or a Subsidiary for all purposes under this Section 1 if Optionee is an officer or full-time employee of the Company or a Subsidiary, or if the Board determines that Optionee is rendering

 

 

* If this Option is intended to be an ISO, then the Exercise Price Per Share must be at least equal to the Fair Market Value per share (or 110% of such Fair Market Value if the Optionee owns 10% or more of the Company) and the Term of Option may not exceed 10 years (5 years in the case of an Optionee who owns more than 10% of the Company).

 

BWAY Holding Company 2007 Omnibus Incentive Plan Stock Option Agreement

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substantial services as a part-time employee, consultant, contractor, director or advisor to the Company or a Subsidiary.

2.         Exercise Period of Option.   Subject to the terms and conditions of this Stock Option Agreement and the Plan, and unless otherwise modified in writing signed by the Company and Optionee, this Option may be exercised with respect to all of the Shares subject to this Option, but only according to the vesting schedule described in Section 1 above, prior to the date which occurs on the last day of the Term Of Option set forth above following the Grant Date (hereinafter “ Expiration Date ”).

3.         Restrictions on Exercise. This Option may not be exercised, unless such exercise is in compliance with the Securities Act of 1933 and all applicable state securities laws, as they are in effect on the date of exercise, and the requirements of any stock exchange or national market system on which the Company’s Shares may be listed at the time of exercise. Optionee understands that the Company is under no obligation to register, qualify or list the Shares subject to this Option with the Securities and Exchange Commission (“ SEC ”), any state securities commission or any stock exchange to effect such compliance.

4.         Termination of Option.

(a)         In General.   Except as provided in Sections 4(b) and 4(c) below, this Option shall be immediately forfeited and may not be exercised after the date which is sixty (60) days after the Optionee’s “ Termination Date ” (the date on which Optionee ceases to perform Continuous Service for the Company or a Subsidiary), or, if earlier, the Expiration Date.

(b)         Termination for Cause.   If Optionee ceases to perform services for the Company or a Subsidiary for “ Cause ” (as defined in the Plan), this Option shall immediately be forfeited, along with any and all rights or subsequent rights attached thereto, as of the Termination Date, but in no event later than the Expiration Date.

(c)         Death, Disability, Retirement, or Termination without Cause.   If Optionee ceases to perform services for the Company or a Subsidiary by reason of Retirement (as defined in the Plan), death, Disability (as defined in the Plan), or by reason of termination by the Company without Cause, this Option shall be immediately forfeited and may not be exercised after the date which is one (1) year after the Optionee’s Termination Date, or, if earlier, the Expiration Date.

(d)         No Right to Employment or Other Relationship.   Nothing in the Plan or this Stock Option Agreement shall confer on Optionee any right to continue in the employ of, or other relationship with, the Company or a Subsidiary, or limit in any way the right of the Company or a Subsidiary, to terminate Optionee’s employment or other relationship at any time, with or without Cause.

(e)         Determination of Termination Date.   The Board shall have discretion to determine an Optionee’s Termination Date, and whether Optionee has ceased to perform services for the Company or a Subsidiary, and the Board may determine that a material reduction or decrease in responsibilities is a cessation of the performance of services.

(f)         Condition to Exercise & Possible Forfeiture.   Notwithstanding the foregoing, the foregoing, the Optionee’s ability to exercise this Option on or after the Optionee’s Termination Date shall be contingent upon the Optionee’s execution, compliance and non-revocation of a Separation and Release Agreement approved by the Company whereby the Optionee releases the Company from any and all liability and claims of any kind. Furthermore, Optionee does hereby agree that if, subsequent to the exercise of this Option, Optionee engages in any of the Forfeiture Activities, then the Company shall have the right (but not the obligation) at any time after the Optionee engages in any of the Forfeiture Activities to rescind the exercise, payment and delivery of the Shares as follows: (A) The Company may repurchase any Shares purchased pursuant to the exercise of this Option which the Optionee may then possess at a per Share price equal to the Exercise Price, and (B) The Company shall be entitled to request that Optionee forfeit and return to the Company any profits (amounts received in excess of the exercise price paid by the Optionee for the Shares) which Optionee received at the time of Optionee’s disposition of any Shares purchased pursuant to the exercise of this Option, and, upon such request, Optionee shall forfeit and return to the Company any such profits within ten (10) calendar days of notice from the Company. O PTIONEE ACKNOWLEDGES AND AGREES THAT IF O PTIONEE ENGAGES IN ANY OF THE F ORFEITURE A CTIVITIES , O PTIONEE SHALL FORFEIT RIGHTS AND BENEFITS AS SET FORTH ABOVE . F URTHER , O PTIONEE ACKNOWLEDGES AND AGREES THAT O PTIONEE S PARTICIPATION IN THE P LAN AND THIS S TOCK O PTION A GREEMENT ARE VOLUNTARY , AND THAT O PTIONEE

 

BWAY Holding Company 2007 Omnibus Incentive Plan Stock Option


 
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