APTARGROUP, INC.
STOCK OPTION AGREEMENT
FOR DIRECTORS
AptarGroup,
Inc., a Delaware corporation (the “Company”), hereby
grants to
(the “Director”) as of
,
(the “Option Date”), pursuant to the provisions of the
AptarGroup, Inc. 2008 Director Stock Option Plan (the
“Plan”), a non-qualified option to purchase from the
Company (the “Option”)
shares of its Common Stock, $.01 par value
(“Stock”), at the price of $
per share upon and subject to the terms and conditions set forth
below. Capitalized terms not defined herein shall have the meanings
specified in the Plan.
1.
Option Subject to Acceptance of Agreement .
The
Option shall become null and void unless the Director shall accept
this Agreement by executing it in the space provided below and
returning it to the Company.
2.
Time and Manner of Exercise of Option .
2.1.
Maximum Term of Option . In no event may the Option be
exercised, in whole or in part, after
,
(the “Expiration Date”).
2.2.
Exercise of Option . (a) The Option shall become
exercisable (i) on the earlier to occur of (a) each
anniversary of the Award Date and (b) the day immediately
preceding the date of that year’s annual meeting of
stockholders, with respect to [one third] of the number of shares
until such Option shall have become exercisable in full and
(ii) as otherwise provided pursuant to Sections 2.2(b),
(c) and (f) hereof.
(b) If
the Director ceases to be a director of the Company by reason of
retirement, the Option shall continue to be exercisable and become
exercisable in accordance with Section 2.2(a) and may
thereafter be exercised by the Director or the Director’s
Legal Representative from the effective date that the Director
ceases to be a director of the Company until the Expiration Date.
For purposes of this Agreement, “retirement” shall mean
retirement either (i) at any age after serving a minimum of
nine years as a director of the Company or (ii) at or after
age 70.
(c) If
the Director ceases to be a director of the Company by reason of
permanent disability or death, the Option shall become fully
exercisable and may thereafter be exercised by the Director or the
Director’s Legal Representative, in the case of permanent
disability, or the Director’s Legal Representative or
Permitted Transferees, in the case of death, in each case for a
period of three years from the effective date that the Director
ceases to be a director of the Company or until the Expiration
Date, whichever period is shorter. For purposes of this Agreement,
“permanent disability” shall mean the inability of the
Director to substantially
perform his or
her duties for a continuous period of at least six months as
determined by the Committee.
(d) If
the Director ceases to be a director of the Company for any reason
other than retirement, permanent disability or death, the Option
shall be exercisable only to the extent that it was exercisable on
the effective date that the Director ceases to be a director of the
Company and may thereafter be exercised by the Director or the
Director’s Legal Representative for a period of one year from
the effective date that the Director ceases to be a director of the
Company or until the Expiration Date, whichever period is shorter.
The portion of the Option, if any, which is not vested as of the
effective date that the Director ceases to be a director of the
Company shall be forfeited and cancelled by the Company.
(e) If
the Director dies on or prior to the Expiration Date following the
date the Director ceases to be a director of the Company by reason
of retirement, or if the Director dies during the three-year period
following the date that the Director ceases to be a director of the
Company by reason of permanent disability, or if the Director dies
during the one-year period following the date that the Director
ceases to be a director of the Company for any reason other than
retirement or permanent disability, the Option shall be exercisable
only to the extent that it was exercisable on the date of such
death and may thereafter be exercised by the Director’s Legal
Representative or Permitted Transferees, as the case may be, for a
period of one year from the date of death or until the Expiration
Date, whichever period is shorter.
(f)
(1) In the event of a Change in Control (as defined in
Appendix A), the Option shall immediately become exercisable
in full.
(2) In
the event of a Change in Control pursuant to paragraph (1) or
(2) of Appendix A, the Board of Directors (as constituted
prior to such Change in Control) may, in its discretion (subject to
existing contractual arrangements), require that the Option, in
whole or in part, be surrendered to the Company by the Director and
be immediately cancelled by the Company, and provide for the
Director to receive a cash payment from the Company in an amount
equal to the number of shares of Stock subject to the Option
immediately prior to such cancellation (but after giving effect to
any adjustment pursuant to Section 6(b) of the Plan in respect of
any transaction that gives rise to such Change in Control),
multiplied by the excess, if any, of (i) the greater of
(A) the highest per share price offered to holders of common
stock in any transaction whereby the Change in Control takes place
and (B) the Market Value of a share of Stock on the date on
which such Change of Control occurs over (ii) the exercise
price.
(3) In
the event of a Change in Control pursuant to paragraph (3) or
(4) of Appendix A, the Board of Directors (as constituted
prior to such Change in Control) may, in its discretion (subject to
existing contractual arrangements):
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(i)
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require that shares of stock of the
corporation resulting from such Change in Control, or a parent
corporation thereof, be substituted for some or all of the shares
of Stock subject to the Option, with an appropriate and
equitable
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adjustment to
the exercise price of such Option, as determined by the Board of
Directors, such adjustment to be made without an increase in the
aggregate purchase price; and/or
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(ii)
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require the Option, in whole or in
part, to be surrendered to the Company by the Director, and to be
immediately cancelled by the Company, and provide for the Director
to receive (a) a cash payment in an amount not less than the
amount determined by multiplying the number of shares of Stock
subject to the Option immediately prior to such cancellation (but
after giving effect to any adjustment pursuant to Section 6(b) of
the Plan in respect of any transaction that gives rise to such
Change in Control), by the excess, if any, of the highest per share
price offered to holders of common stock in any transaction whereby
the Change in Control takes place over the exercise price,
(b) shares of stock of the corporation resulting from such
Change in Control, or a parent corporation thereof, having a Market
Value not less than the amount determined under clause
(a) above or (c) a combination of a payment of cash
pursuant to clause (a) above and the issuance of shares pursuant to
clause (b) above.
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(4) The
Company may, but is not required to, cooperate with the Director to
assure that any cash payment or substitution in accordance with
this Section 2.2(f) to the Director is made in compliance with
Section 16 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) and the rules and regulations
thereunder.
2.3.
Method of Exercise . Subject to the limitations set forth in
this Agreement, the Option may be exercised by the Director
(i) by giving written notice to the Company specifying the
number of whole shares of Stock to be purchased and accompanied by
payment therefor in full in cash and (ii) by executing such
documents as the Company may reasonably request. The purchase price
of the shares being purchased may be paid in cash on behalf of the
Director by a broker-dealer acceptable to the Company to whom the
Director has submitted an irrevocable notice of exercise;
provided , however , that the Committee shall have
sole discretion to disapprove of an election to use a
broker-dealer. No shares of Stock shall be issued until the full
purchase price has been paid.
2.4.
Termination of Option . In no event may the Option be
exercised after it terminates as set forth in this
Section 2.4. The Option shall terminate, to the extent not
exercised pursuant to Section 2.3 or earlier terminated
pursuant to Section 2.2, on the Expiration Date.
3.
Additional Terms and Conditions of Option .
3.1.
Nontransferability of Option . The Option may not be
transferred by the Director other than by will or the laws of
descent and distribution or pursuant to beneficiary designation
procedures approved by the Company. Except to the extent permitted
by the
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foregoing
sentence, during the Director’s lifetime the Option is
exercisable only by the Director or the Director’s Legal
Representative. Except to the extent permitted by the foregoing,
the Option may not be sold, transferred, assigned, pledged,
hypothecated, encumbered or otherwise disposed of (whether by
operation of law or otherwise) or be subject to execution,
attachment or similar process. Upon any attempt to so sell,
transfer, assign, pledge, hypothecate, encumber or otherwise
dispose of the Option, the Option a
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