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.
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Shares Subject to
Option:
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Exercise Price Per Share:*
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$
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Vesting Start
Date:
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Term of
Option:*
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10 Years
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Grant Date:
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Type of Option
Intended:
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ISO / NQSO
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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:
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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 ]
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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:
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V
ESTING
S
CHEDULE
:
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Percentage
Vested:
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Continuous
Service:
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0%
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Less than one (1) year
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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
Page 1 of 5
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