APTARGROUP, INC.
STOCK OPTION AGREEMENT
FOR EMPLOYEES
AptarGroup,
Inc., a Delaware corporation (the “Company”), hereby
grants to
(the “Employee”) as of
,
(the “Option Date”), pursuant to the provisions of the
AptarGroup, Inc. 2008 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 Employee 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
,
with respect to [one-third] of the number of shares subject to the
Option on the Option Date, (ii) on
,
with respect to an additional [one-third] of the number of shares
subject to the Option on the Option Date, (iii) on
,
___with respect to the remaining [one-third] of the number of
shares subject to the Option on the Option Date, and (iv) as
otherwise provided pursuant to Sections 2.2(b), (c) and
(f) hereof.
(b) If
the Employee’s employment by the Company terminates 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 Employee or the Employee’s
Legal Representative from the effective date of the
Employee’s termination of employment until the Expiration
Date. For purposes of this Agreement, “retirement”
shall mean retirement either (i) at or after age 55 after a
minimum of ten years of employment with the Company or (ii) at
or after age 65. For purposes of this Section 2.2(b) only,
employment with an entity or business acquired by the Company shall
be deemed to be employment with the Company.
(c) If
the Employee’s employment by the Company terminates by reason
of permanent disability or death, the Option shall become fully
exercisable and may thereafter be exercised by the Employee or the
Employee’s Legal Representative, in the case of permanent
disability, or the Employee’s Legal Representative or
Permitted Transferees, in the case of death, in each case for a
period of three years from the effective date of the
Employee’s termination of
employment or
until the Expiration Date, whichever period is shorter. For
purposes of this Agreement, “permanent disability”
shall mean the inability of the Employee to substantially perform
his or her duties for a continuous period of at least six months as
determined by the Committee.
(d) If
the Employee’s employment by the Company terminates 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 of the Employee’s
termination of employment and may thereafter be exercised by the
Employee or the Employee’s Legal Representative for a period
of one year from the effective date of the Employee’s
termination of employment 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 of the Employee’s termination
of employment shall be forfeited and canceled by the
Company.
(e) If
the Employee dies on or prior to the Expiration Date following
termination of employment by reason of retirement, or if the
Employee dies during the three-year period following termination of
employment by reason of permanent disability, or if the Employee
dies during the one-year period following termination of employment
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 Employee’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 Employee and
be immediately cancelled by the Company, and provide for the
Employee 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):
|
|
(i)
|
|
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
|
2
|
|
|
|
shares of Stock
subject to the Option, with an appropriate and equitable 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
|
|
|
|
|
|
|
|
(ii)
|
|
require the Option, in whole or in
part, to be surrendered to the Company by the Employee, and to be
immediately cancelled by the Company, and provide for the Employee
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.
|
(4) The
Company may, but is not required to, cooperate with the Employee if
the Employee is subject to Section 16 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”),
to assure that any cash payment or substitution in accordance with
this Section 2.2(f) to the Employee is made in compliance with
Section 16 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 Employee
(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
Employee by a broker-dealer acceptable to the Company to whom the
Employee 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.
2.5
Termination of Option and Forfeiture of Option Gain .
(a) If at any time prior to the earliest to occur of
(i) the Expiration Date, (ii) the date which is one year
after the effective date of the Employee’s termination of
employment for any reason other than death and
3
(iii) the
date which is six months after the Employee exercises any portion
of the Option, the Employee:
(1) directly or
indirectly (whether as principal, agent, independent contractor,
partner or otherwise) engages in any type of or accepts employment
with or renders services to any Competing Entity or takes any
action inconsistent with the fiduciary relationship of an employee
to the employee’s employer; provided , that, following
a termination of employment, the Employee may accept employment
with a Competing Entity, the businesses of which are diversified,
and which with respect to one or more of its businesses considered
separately is not a Competing Entity, provided , that the
Company, prior to the Employee’s accepting such employment,
shall receive written assurances satisfactory to the Company from
such Competing Entity and from the Employee that the Employee will
not render services directly or indirectly in connection with any
Competing Product or be employed in a position where the Employee
could use or disclose confidential information of the Company or an
Affiliate or of any customer or client of the Company or an
Affiliate in connection with the Employee’s employment
responsibilities to the benefit of a Competing Entity;
or
(2) directly or
indirectly induces or attempts to induce any employee, agent or
customer of the Company or any Affiliate to terminate such
employment, agency or business relationship; or
(3) directly or
indirectly, for the Employee or any Competing Entity, sells or
offers for sale, or assists in any way in the sale of, Competing
Products to any customer or client of the Company or any Affiliate,
upon which the Employee has called or which the Employee has
supervised while an employee of the Company or an Affiliate;
or
(4) directly or
indirectly engages in any activity which is contrary, inimical or
harmful to the interests of the Company or an Affiliate, including
but not limited to (x) violations of Company policies,
including the Company’s insider trading and confidentiality
policies and (y) disclosure or misuse of any confidential
information or trade secrets of the Company or an
Affiliate,
then the Option
shall terminate automatically on the date the Employee engages in
such activity and the Employee shall pay the Company, within five
business days of receipt by the Employee of a written demand
therefor, an amount in cash determined by multiplying the number of
shares of Stock purchased pursuant to each exercise of the Option
(without reduction for any shares of Stock delivered by the
Employee or withheld by the Company in satisfaction of the purchase
price or any tax withholding obligations) by the difference between
(A)&
|
