EX
10.1
EXECUTION COPY
PREGIS HOLDING I CORPORATION
2005 STOCK OPTION PLAN
NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES
NONQUALIFIED
STOCK OPTION AGREEMENT dated as of [
], 2007 between Pregis Holding I Corporation, a Delaware
corporation (the “Company”) and [
] (the “Optionee”) (this
“Agreement”).
The
Company’s Compensation Committee or the Company’s Board
of Directors acting as the Committee (in either case, the
“Committee”) has determined that the Optionee is one of
the key employees of the Company or its subsidiaries or affiliates,
and that the objectives of the Company’s 2005 Stock Option
Plan (the “Plan”) will be furthered by awarding to the
Optionee Options under the Plan. Capitalized terms defined in the
Plan and not otherwise defined herein shall have the meaning given
such terms in the Plan.
In
consideration of the foregoing and of the mutual undertakings set
forth in this Agreement, the Company and the Optionee agree as
follows:
SECTION
1. Grant of Option .
1.1 The
Company hereby grants to the Optionee an option (the
“Option”) to purchase [
] shares of Common Stock (“Common Stock”) of the
Company, at a purchase price of $13,000 per share.
1.2 The
Option granted hereby is intended to be a
“nonqualified” stock option subject to the provisions
of section 83 of the Code and is not intended to qualify as an
“incentive stock option” subject to the provisions of
section 422 of the Code.
SECTION
2. Exercisability .
2.1
Subject to Section 4 hereof regarding a Transaction, the
Option shall be exercisable for the number of shares and at the
times provided in the following schedule subject to continued
employment by the Company or its subsidiaries or affiliates:
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Criteria for Exercisability |
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Number of Shares |
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Exercisable as of
January 1, 2008, if Optionee’s incentive bonus plan
EBITDA target is achieved
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Exercisable as of
January 1, 2009, if Optionee’s incentive bonus plan
EBITDA target is achieved
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Exercisable as of
January 1, 2010, if Optionee’s incentive bonus plan
EBITDA target is achieved
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2.2
Subject to Section 4 hereof and the terms of the Plan, the
Option will terminate as to any and all shares of Common Stock for
which the Option has not yet been exercised on [
], 2017.
SECTION
3. Method of Exercise .
3.1 The
Option or any part thereof may be exercised only by giving written
notice to the Company in the form of Exhibit A hereto, which
notice shall state the election to exercise the Option and the
number of whole and fractional shares of Common Stock with respect
to which the Option is being exercised. Such notice must be
accompanied by payment of the full purchase price for the number of
shares purchased.
3.2
Payment of the purchase price shall be made by certified or
official bank check payable to the Company. As soon as it is
practicable after it receives payment of the purchase price, the
Company shall deliver to the Optionee a certificate or certificates
for the shares of Common Stock acquired pursuant to the
Option.
SECTION
4. Termination of Employment .
The
Option granted hereby shall terminate and expire on the day the
Optionee’s employment is terminated in the event of a
termination for Cause and in accordance with the provisions of
Section 2.4 of the Plan. Upon the occurrence of a Transaction (as
defined in the Plan), the Option shall become immediately
exercisable in full. Any Common Stock issued pursuant to exercise
of this Option is subject to the right of the Company to purchase
set forth in Section 2.4 of the Plan.
SECTION
5. Nonassignability .
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