Exhibit 10.1
SECOND AMENDMENT TO THE SILGAN HOLDINGS INC.
2004 STOCK INCENTIVE PLAN
The
Silgan Holdings Inc. 2004 Stock Incentive Plan, as amended by
the
Amendment to the 2004 Stock
Incentive Plan effective as of March 15, 2005,
(the "Plan") is hereby amended,
effective as of April 9, 2009, to increase
the number of shares
that may be issued under the Plan, to extend
the
duration of the Plan and to make
certain technical changes to the Plan to
reflect compliance with
Sections 409A and 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code").
1. The definition of
"Change in Control" in Section 2 of the
Plan is
amended to add the following new paragraph to the end thereof:
Notwithstanding the foregoing, to the
extent necessary to avoid the adverse
tax consequences under Code
Section 409A, a Change in Control shall mean
any of the foregoing
events but only to the extent it also
meets the
requirements of an event
qualifying as a change in control
event for
purposes of Section 409A of the Code.
2. The definition of
"Disability" in Section 2 of the Plan is amended to
add the following language to the end thereof:
Notwithstanding the foregoing, to the
extent necessary to avoid the adverse
tax consequences under Code
Section 409A, a Disability shall mean any of
the foregoing events,
as applicable, for an Employee or
an Outside
Director, but only to the
extent it also meets the requirements
of a
disability for purposes of Section 409A of
the Code.
3. Section 5(a) of the Plan is amended to
read in its entirety as follows:
(a) Basic Limitation. Shares offered under
the Plan shall be authorized but
unissued Shares or treasury Shares.
The maximum aggregate number of Shares
that may be issued
in connection with Options, SARs,
Stock Units,
Restricted Shares and Performance Awards
under the Plan after April 9, 2009
("Effective Date") shall
be 517,420, which is the number
of Shares
authorized and available for issuance or
grant as Awards immediately prior
to the Effective Date, plus an additional
1,500,000 Shares, so that a total
of 2,017,420 Shares are authorized under
the Plan as of the Effective Date.
The limitation of this Section 5(a) shall
be subject to adjustment pursuant
to Section 17.
4. Section 8(e) of the Plan is amended to
add the following new paragraph
to the end thereof:
Notwithstanding anything
herein to the contrary, in no event shall
an
extension of an Option term occur to the
extent that such extension would
result in the adverse tax consequences
under Code Section 409A.
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5. Section 8(h) of the Plan is amended to
read in its entirety as follows:
(h) Prohibition on Repricing.
The Committee shall not reduce the Exercise
Price of an Option (except for
