AVERY DENNISON CORPORATION EMPLOYEE STOCK OPTION AND INCENTIVE PLAN

Exhibit 10.19.7 AVERY DENNISON CORPORATION
EMPLOYEE STOCK OPTION AND INCENTIVE PLAN
amended and restated The purposes of this Employee Stock Option and Incentive Plan ("Plan") are as follows: (1) To provide additional incentive for Employees to further the growth, development and financial success of the Company by personally benefiting through the ownership of Company stock and/or rights, which recognize such growth, development and financial success. (2) To enable the Company to recruit and retain Employees considered essential to the long range success of the Company by offering them an opportunity to own stock in the Company and/or rights, which will reflect the growth, development and financial success of the Company. ARTICLE 1 DEFINITIONS      Wherever the following terms are used in this Plan they shall have the meaning specified below, unless the context clearly indicates otherwise. 1.1 Award       "Award" shall mean a Dividend Equivalent, Option, Performance Stock, Performance Unit, Restricted Stock, Restricted Stock Unit, or Stock Appreciation Right granted under this Plan. 1.2 Award Agreement       "Award Agreement" shall mean an agreement setting forth the terms and conditions of an Award. 1.3 Awardee       "Awardee" shall mean a person who has received an Award under the Plan. 1.4 Beneficiary       "Beneficiary" shall have the meaning given in Article 11.8. 1.5 Board       "Board" shall mean the Board of Directors of the Company. 1.6 Cause      " Cause " shall mean, with respect to any Awardee’s Termination of Employment, unless otherwise provided by the Committee or the Company, (i) "Cause" as defined in any Individual Agreement or Award Agreement to which the applicable Awardee is a party, or (ii) if there is no such Individual Agreement or Award Agreement or if it does not define Cause: (A) conviction of the Awardee for committing a felony under federal law or the law of the state in which such action occurred, (B) willful and deliberate failure on the part of the Awardee to perform his employment duties in any material respect, or (C) prior to a Change in Control, such other serious events as shall be determined by the Committee or the Company. Prior to a Change in Control, the Committee or the Company shall, unless otherwise provided in an Individual Agreement with a particular Awardee, have the discretion to determine on a reasonable basis whether "Cause" exists, and its determination shall be final. 1.7 Change in Control      " Change in Control " has the meanings set forth in Article 9.2. 1.8 CEO      " CEO " shall mean the Chief Executive Officer of the Company. 1.9 Code       "Code" shall mean the Internal Revenue Code of 1986, as amended.

1

1.10 Committee       "Committee" shall mean committee of the Board designated to administer the Plan as contemplated by Article 10.1. 1.11 Commission       "Commission" shall mean the Securities and Exchange Commission or any successor agency. 1.12 Common Stock       "Common Stock" shall mean the common stock of the Company. 1.13 Company       "Company" shall mean Avery Dennison Corporation or any successor company. 1.14 COO      " COO " shall mean the Chief Operating Officer of the Company. 1.15 Covered Employee      " Covered Employee " shall mean an Awardee designated by the Committee in connection with any Award as an individual who is or may be a "covered employee" within the meaning of Section 162(m)(3) of the Code in the year in which an Award is expected to be taxable to such Awardee. 1.16 Director       "Director" shall mean a member of the Board. 1.17 Disability       "Disability" shall mean, with respect to any Awardee, unless otherwise provided by the Committee, (i) "Disability" as defined in any Individual Agreement or Award Agreement to which the Awardee is a party, or (ii) if there is no such Individual Agreement or it does not define "Disability," permanent and total disability as defined in Section 409A of the Code. 1.18 Disaffiliation       "Disaffiliation" shall mean, with respect to any Subsidiary, the Subsidiary’s ceasing to be a Subsidiary for any reason (including, without limitation, as a result of a public offering, or a spin-off or sale by the Company, of the majority of the stock of the Subsidiary). 1.19 Dividend Equivalent       "Dividend Equivalent" shall mean a right to receive a number of shares of Common Stock or an amount of cash, determined as provided in Article 8.1 hereof. 1.20 Early Retirement      " Early Retirement " shall mean retirement from active employment with the Company, or a Subsidiary, pursuant to which an Awardee is eligible and elects (i) to retire and (ii) to take a retirement benefit promptly under the early retirement provisions of the applicable pension plan(s) of such employer, or as otherwise determined by the Committee. 1.21 Employee       "Employee" shall mean any officer or other employee of the Company, or of any corporation, which is then a Subsidiary. 1.22 Expiration Date       "Expiration Date" shall have the meaning given in Article 4.3. 1.23 Exchange Act       "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. 1.24 Fair Market Value       "Fair Market Value" of a share of Common Stock as of a given date shall be (i) the mean between the highest and lowest selling price of a share of Common Stock during normal business hours on the principal exchange on which shares of Common Stock are then trading, if any, on such date, or if shares were not traded on such date, then the means between the

2

highest and lowest sales on the nearest date before and the nearest date after such valuation date; or (ii) if Common Stock is not traded on an exchange, the mean between the closing representative bid and asked prices for the Common Stock during normal business hours on such date as reported by NYSE or, if NYSE is not then in existence, by its successor quotation system; or (iii) if Common Stock is not publicly traded, the Fair Market Value of a share of Common Stock as established by the Committee acting in good faith. 1.25 [reserved] 1.26 including or includes       "including" or "includes" shall mean including without limitation, or includes, without limitation. 1.27 Individual Agreement       "Individual Agreement" shall mean an employment, severance or similar agreement between an Awardee and the Company or one of its Subsidiaries. 1.28 Involuntary Termination       "Involuntary Termination" shall mean Termination of Employment other than for Cause, death, Disability, Retirement or voluntary termination by the Awardee. 1.29 Non-Qualified Stock Option       "Non-Qualified Stock Option" shall mean an Option that either is not an incentive stock option or is designated as a Non-Qualified Stock Option by the Committee or the Company. 1.30 Normal Retirement      " Normal Retirement " shall mean retirement from active employment with the Company, or a Subsidiary at or after age 62 pursuant to which an Awardee is eligible and elects (i) to retire and (ii) to take a retirement benefit promptly under the retirement provisions of the applicable pension plan(s) of such employer, or as otherwise determined by the Committee. 1.31 Option       "Option" shall mean a stock option granted pursuant to this Plan. 1.32 Optionee       "Optionee" shall mean an Employee granted an Option under this Plan. 1.33 Performance Goals      " Performance Goals " shall mean the performance goals established by the Committee or the Company in connection with the grant of Performance Stock, Performance Unit, Restricted Stock or Restricted Stock Units. In the case of Qualified Performance-Based Awards, (i) such goals shall be based on the attainment of specified levels of one or more of the following measures: earnings per share, gross sales, net sales, net income, net income after tax, gross income, operating income, cash flow from operations, economic value added, unit volume, return on equity, return on assets, change in working capital, return on total capital or total stockholder return, and (ii) such Performance Goals shall be set by the Committee within the time period prescribed by Section 162(m) of the Code and related regulations. 1.34 Plan       "Plan" shall mean the Employee Stock Option and Incentive Plan, as amended and restated. 1.35 Qualified Performance-Based Award      " Qualified Performance-Based Award " shall mean an Award of Performance Stock, Performance Unit, Restricted Stock or Restricted Stock Units designated as such by the Committee at the time of grant, based upon a determination that (i) the Awardee is or may be a "covered employee" within the meaning of Section 162(m)(3) of the Code in the year in which the Company would expect to be able to claim a tax deduction with respect to such Restricted Stock and (ii) the Committee wishes such Award to qualify for the Section 162(m) Exemption. Notwithstanding any other provision of the Plan, no Award shall be considered a Qualified Performance-Based Award unless it is granted subject to or after obtaining stockholder approval satisfying the requirements of Section 162(m)(4)(C)(ii) of the Code and the Treasury Regulations thereunder. 1.36 Performance Stock

3

     "Performance Stock" shall mean a right to receive Common Stock pursuant to Article 7. 1.37 Performance Unit      "Performance Unit" shall mean a right to receive Common Stock pursuant to Article 7. 1.38 Restricted Stock       "Restricted Stock" shall mean Common Stock issued pursuant to Article 7. 1.39 Restricted Stock Unit       "Restricted Stock Unit" shall mean a right to receive Common Stock pursuant to Article 7. 1.40 Retirement      " Retirement " shall mean Normal or Early Retirement pursuant to which an Awardee is eligible and elects (i) to retire and (ii) to take a retirement benefit promptly under the retirement provisions of the applicable pension plan(s) of the Company or a Subsidiary. 1.41 Rule 16b-3      " Rule 16b-3 " shall mean Rule 16b-3, as promulgated by the Commission under Section 16(b) of the Exchange Act, as amended from time to time. 1.42 Secretary       "Secretary" shall mean the Secretary of the Company. 1.43 Section 162(m) Exemption       "Section 162(m) Exemption" shall mean the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code. 1.44 Stock Appreciation Right       "Stock Appreciation Right" shall mean a stock appreciation right granted under Article 6. 1.45 Subsidiary       "Subsidiary" shall mean any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain then owns stock possessing 33% (50% for grants of Options or Stock Appreciation Rights as required to avoid application of Code Section 409A) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain, as well as partnerships and limited liability companies, in which the Company holds a 33% or more interest. 1.46 Termination of Employment       "Termination of Employment" of an Awardee shall mean the termination of the employee-employer relationship between the Awardee and the Company or a Subsidiary for any reason, including a termination by resignation, discharge, death, Disability or Retirement; but excluding (a) terminations where there is a simultaneous reemployment or continuing employment by the Company or a Subsidiary and (b) temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company and Subsidiaries. In addition, an Awardee employed by a Subsidiary shall be deemed to incur a Termination of Employment upon a Disaffiliation of that Subsidiary, unless the Awardee immediately thereafter becomes or remains an Employee of the Company or one of its continuing Subsidiaries. The Committee or the Company shall determine the effect of all other matters and questions relating to Termination of Employment. 1.47 Gender and Number       "Gender and Number" wherever the masculine gender is used it shall include the feminine and neuter, and wherever a singular pronoun is used it shall include the plural, unless the context clearly indicates otherwise. ARTICLE 2 SHARES SUBJECT TO PLAN 2.1 Shares Subject to Plan      As of December 31, 2007, there were 2,763,719 shares available for future Awards under the Plan. As of the Effective Date, as defined in Article 11.13 below and subject to stockholder approval, the aggregate number of shares

4

deliverable pursuant to Awards shall be increased by 4,800,000 for a total of 7,563,719 shares. Shares of Common Stock issued under the Plan may be authorized and unissued shares, previously outstanding shares held as treasury shares, or treasury shares that have been transferred to and held in a grantor trust of the Company. 2.2 Unexercised Options and Other Rights      If any Option, or other right to acquire shares of Common Stock under any other Award expires or is cancelled or forfeited without having been fully exercised or issued, the number of shares subject to such Option or other Award, but as to which such Option or other Award was not exercised or issued prior to its expiration, cancellation, or forfeiture may again be optioned, granted or awarded hereunder, subject to the limitations of Article 2.1. ARTICLE 3 GRANTING OF OPTIONS 3.1 Eligibility      Options may be granted to Employees of the Company or of a Subsidiary. 3.2 Granting of Options      The Committee shall from time to time, in its discretion:      (i) Select the Employees who will be granted Options;      (ii) Determine the number of shares to be subject to such Options or Stock Appreciation Rights granted to the selected Employees; provided, however, that no Employee shall be granted Options or Stock Appreciation Rights covering in excess of an aggregate of 600,000 shares and rights during any calendar year; and      (iii) Determine the terms and conditions of such Options, consistent with this Plan. ARTICLE 4 TERMS OF OPTIONS 4.1 Option Agreement      Each Option and the terms and conditions thereof shall be evidenced by an Award Agreement, which shall be executed by the Optionee and an authorized officer of the Company. Upon grant of an Option, the Committee or the Company shall instruct the Secretary to issue an Award Agreement evidencing such Option, and to deliver such Award Agreement to the Optionee. 4.2 Option Price      The exercise price per share of the shares subject to each Option shall be not less than 100% of the Fair Market Value of a share of Common Stock on the date the Option is granted. Once Options are granted, they may not be repriced, and this Article 4.2 may not be amended without the consent of the stockholders. 4.3 Option Term      The term of an Option shall be set by the Committee in its discretion; provided that the term shall not exceed 10 years. The last day of the term of the Option shall be the Option’s "Expiration Date." 4.4 Option Vesting      (a) The period during which the right to exercise an Option in whole or in part vests in the Optionee shall be set by the Committee (and Option vesting shall be set forth in Award Agreements), and the Committee may determine that an Option may not be exercised in whole or in part for a specified period after it is granted. At any time after grant of an Option the Committee may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the period during which an Option vests or extend the period during which it may be exercised (but not beyond the Expiration Date thereof).      (b) No portion of an Option, which is unexercisable at Termination of Employment, shall thereafter become exercisable. 4.5 Exercise of Options after Termination of Employment      (a)  Termination by Death . Unless otherwise determined by the Committee, if an Optionee has a Termination of Employment by reason of the Optionee’s death, any Option held by such Optionee may thereafter be exercised by the Optionee’s Beneficiaries, to the extent then exercisable, or on such accelerated basis as the Committee may determine, for a

5

period of 12 months (or such other period as the Committee may specify in the applicable Award Agreement) from the date of such death or until the Expiration Date thereof, whichever period is the shorter.      (b)  Termination by Reason of Disability . Unless otherwise determined by the Committee, if an Optionee has a Termination of Employment by reason of the Optionee’s Disability, any Option held by such Optionee may thereafter be exercised by the Optionee, to the extent it was exercisable immediately before the Termination of Employment, or on such accelerated basis as the Committee may determine, for a period of three years (or such shorter period as the Committee may specify in the applicable Award Agreement) from the date of such Termination of Employment or until the Expiration Date thereof, whichever period is the shorter; provided, however, that if the Optionee dies within such period, any unexercised Stock Option held by such Optionee shall, notwithstanding the expiration of such period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of 12 months from the date of such death or until the Expiration Date thereof, whichever period is the shorter.      (c)  Termination by Reason of Retirement . Unless otherwise determined by the Committee in an Award Agreement, if an Optionee has a Termination of Employment by reason of the Optionee’s Retirement, any Option held by such Optionee may thereafter be exercised by the Optionee, to the extent it was exercisable at the time of such Retirement, or on such accelerated basis as the Committee may determine, as follows: (i) if the Optionee has been before such Retirement, the CEO or the COO, for the period ending on the Expiration Date of such Option; (ii) if the Optionee has been before such Retirement, a participant in the Company’s Senior Executive Leadership Compensation Plan or Executive Leadership Compensation Plan (the executive annual bonus plans) or any successors thereto, other than the CEO or the COO, for the period ending on the earlier of the fifth anniversary of such Retirement or the Expiration Date of such Option; and (iii) in all other cases, for a period ending on the earlier of the third anniversary of such Retirement or the Expiration Date of such Option.      (d)  Other Termination . Unless otherwise determined by the Committee: (i) if an Optionee incurs a Termination of Employment for Cause, all Options held by such Optionee shall thereupon terminate; and (ii) if an Optionee incurs a Termination of Employment for any reason, other than death, Disability, Retirement or for Cause, any Stock Option held by such Optionee, to the extent then exercisable, or on such accelerated basis as the Committee may determine, may be exercised for the lesser of 6 months from the date of such Termination of Employment or until the Expiration Date of such Stock Option; provided, however, that if the Optionee dies within such period, any unexercised Stock Option held by such Optionee shall, notwithstanding the expiration of such period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of 12 months from the date of such death or until the Expiration Date of such Stock Option, whichever period is the shorter.      (e)  Transferability of Stock Options . No Option shall be transferable by the Optionee other than (i) by designation of a Beneficiary, by will or by the laws of descent and distribution, or (ii) as otherwise expressly permitted under the applicable Award Agreement including, if so permitted, pursuant to a gift to such Optionee’s family, whether directly or indirectly or by means of a trust or partnership or otherwise. All Options shall be exercisable, subject to the terms of this Plan, only by the Optionee, by the guardian or legal representative of the Optionee if the Optionee is incapacitated, by the Optionee’s Beneficiaries, legal representative or heirs after the Optionee’s death, or any person to whom such option is transferred pursuant to clause (ii) of the preceding sentence.      (f)  Cashing Out of Stock Option . On receipt of written notice of exercise, the Committee or the Company may elect to cash out all or part of the portion of the shares of Common Stock for which a Stock Option is being exercised by paying the Optionee an amount, in cash or Common Stock, equal to the excess of the Fair Market Value of the Common Stock over the option price times the number of shares of Common Stock for which the Option is being exercised on the effective date of such cash-out. ARTICLE 5 EXERCISE OF OPTIONS 5.1 Partial Exercise      An Option may be exercised in whole or in part at any time after it has become vested and exercisable and before its Expiration Date, subject to Article 4. However, an Option shall not be exercisable with respect to fractional shares and the Committee or the Company may impose a minimum number of shares for which a partial exercise will be permitted. 5.2 Manner of Exercise      All or a portion of an exercisable Option may be exercised upon delivery to the Secretary or his office of all of the following:

6

     (a) A written notice complying with the applicable rules established by the Committee or the Company, stating that the Option, or a portion thereof, is being exercised, and signed by the Optionee or other person then entitled to exercise the Option or such portion or an appropriate notice from the Optionee’s stock broker;      (b) Full payment for the shares and taxes described in Article 11.7 with respect to which the Option, or portion thereof, is exercised in whole or in part by (i) cash; (ii) certified or bank check or such other instrument as the Company may accept; (iii) delivery (either by surrender of the shares or by attestation) of shares unrestricted Common Stock already owned by the Optionee of the same class as the Common Stock subject to the Stock Option (based on the Fair Market Value of the Common Stock on the date the Stock Option is exercised); provided, however, that such already-owned shares either were acquired by the Optionee in an open-market transaction or have been held by the Optionee for at least six months at the time of exercise; (iv) if permitted by the Committee or the Company, the surrender of shares of Common Stock then issuable upon exercise of the Option; or (v) if p