APTARGROUP, INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT
AptarGroup,
Inc., a Delaware corporation (the “Company”), hereby
grants
(the “Employee”) as of
,
(the “Grant Date”), pursuant to Section 4(d) of the
AptarGroup, Inc. 2004 Stock Awards Plan (the “Plan”), a
restricted stock unit award (the “Award”) of
restricted stock units, upon and subject to the restrictions, terms
and conditions set forth below. Capitalized terms not defined
herein shall have the meanings specified in the Plan.
1. Award
Subject to Acceptance of Agreement . The Award shall be 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.
Restriction Period and Vesting . (a) The Award shall
vest (i) with respect to
restricted stock units subject to the Award on
,
, an additional
restricted stock units subject to the Award on
,
, and the remaining
restricted stock units subject to the Award on
,
, or (ii) earlier pursuant to Section 2(c) or (e) hereof
(the “Restriction Period”).
(b) If the
Employee’s employment by the Company terminates by reason of
retirement, the Award shall continue to vest in accordance with
Section 2(a)(i) or earlier pursuant to Section 2(e) hereof;
provided, however, that if the Employee dies after such
Employee’s termination of employment by reason of retirement,
the portion of the Award, if any, which is not vested as of the
date of death shall become fully vested as of the date of death.
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 Award shall become fully vested
as of the effective date of the Employee’s separation from
service or the date of death, as the case may be; provided,
however, that in the case of the Employee’s separation from
service by reason of permanent disability, the delivery of shares
of Stock by reason of the Award becoming fully vested shall be
delayed for a period of six months to the extent required for
compliance with Section 409A of the Internal Revenue Code of
1986, as amended (“Code”). 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
portion of the Award, if any, which is not vested as of the
effective date of the Employee’s termination of employment
shall be forfeited and cancelled by the Company.
(e) (1) In
the event of a Change in Control (as defined in Appendix A),
the Award shall immediately vest in full, except as otherwise
provided in the last sentence of Section 2(e)(2)
hereof.
(2) 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 Shares
(as defined in Section 3) issuable pursuant to the Award, as
determined by the Board of Directors; and/or
|
|
|
|
|
|
|
|
(ii)
|
|
require the Award, 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 cash payment in an amount not less than the amount
determined by multiplying the number of restricted stock units
subject to the Award immediately prior to such cancellation (but
after giving effect to any adjustment pursuant to Section 5(c) of
the Plan in respect of any transaction that gives rise to such
Change in Control), by the highest per share price offered to
holders of Common Stock in any transaction whereby the Change in
Control takes place.
|
Notwithstanding
the foregoing provisions of Sections 2(e)(1) and 2(e)(2), in
the event that (A) the Award constitutes the payment of
nonqualified deferred compensation within the meaning of Section
409A of the Code and (B) the Change in Control does not
constitute a “change in control event” within the
meaning of Section 409A of the Code, the Award shall not
immediately vest upon such Change in Control, but instead shall
vest and be payable in the shares of stock substituted, as
determined by the Board of Directors pursuant to
Section 2(e)(2)(i) hereof, for the Shares issuable pursuant to
the Award, or the Award shall vest and be payable in cash, as
determined by the Board of Directors pursuant to
Section 2(e)(2)(ii) hereof, in either case in accordance with
the vesting schedule set forth in clause (i) of Section 2(a)
hereof, regardless of whether the Employee continues to be employed
by the Company, or earlier pursuant to Section 2(c)
hereof.
(3) 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
the foregoing to the Employee is made in compliance with
Section 16 and the rules and regulations
thereunder.
3.
Conversion of Restricted Stock Units and Issuance of Shares
. Upon the vesting of all or any portion of the Award in accordance
with Section 2 hereof, one share of the Company’s Common
Stock, $0.01 par value, shall be issuable for each restricted stock
unit that vests on such date (the “Shares”), subject to
the terms and provisions of the Plan and this Agreement.
Thereafter, the Company will transfer such Shares to the Employee
upon satisfaction of any required tax withholding obligations. No
fractional shares shall be issued under this Agreement.
2
4. Rights
as a Stockholder . The Employee shall not be entitled to any
privileges of ownership (including any voting rights or rights with
respect to dividends paid on the Common Stock) with respect to any
of the Shares issuable under the Award unless and until, and only
to the extent, the Award is settled by the issuance of such Shares
to the Employee.
5.
Termination of Award . In the event that the Employee shall
forfeit all or a portion of the restricted stock units subject to
the Award, the Employee shall promptly return this Agreement to the
Company for cancellation. Such cancellation shall be effective
regardless of whether the Employee returns this
Agreement.
6.
Additional Terms and Conditions of Award .
6.1
Nontransferability of Award . During the Restriction Period,
the restricted stock units subject to the Award and not then vested
may not be transferred by the Employee other than by will, the laws
of descent and distribution or pursuant to Section 5(f) of the Plan
on a beneficiary designation form approved by the Company. Except
as permitted by the foregoing, during the Restriction Period, the
restricted stock units subject to the Award and not then vested 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. Any such attempted sale, transfer, assignment, pledge,
hypothecation or encumbrance, or other disposition of such shares
shall be null and void.
6.2 Withholding
Taxes . As a condition precedent to the delivery to the
Employee of any of the Shares subject to the Award, the Employee
shall, upon request by the Company, pay to the Company (or shall
cause a broker-dealer on behalf of the Employee to pay to the
Company) such amount of cash as the Company may be required, under
all applicable federal, state, local or other laws or regulations,
to withhold and pay over as income or other withholding taxes (the
“Required Tax Payments”) with respect to the Award. If
the Employee shall fail to advance the Required Tax Payments after
request by the Company, the Company may, in its discretion, deduct
any Required Tax Payments from any amount then or thereafter
payable by the Company to the Employee.
6.3 Compliance
with Applicable Law . The Award is subject to the condition
that if the listing, registration or qualification of the Shares
subject to the Award upon any securities exchange or under any law,
or the consent or approval of any governmental body, or the taking
of any other action is necessary or desirable as a condition of, or
in connection with, the vesting of the restricted stock units or
the delivery of the Shares hereunder, the Shares subject to the
Award may not be delivered, in whole or in part, unless such
listing, registration, qualification, consent or approval shall
have been effected or obtained, free of any conditions not
acc
|
