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First Amendment of
Portola Packaging, Inc.
2002 Stock Option Plan
WHEREAS,
the Portola Packaging, Inc. 2002 Stock Option Plan was adopted by
the Board of Directors on December 15, 2001 and approved by
the Stockholders on January 30, 2002; and
WHEREAS ,
the Board of Directors has determined that it is in the best
interest of the Company to amend the Plan;
NOW THEREFORE,
BE IT RESOLVED that the Board of Directors hereby adopts the
following amendment of the Plan subject to Stockholder
approval.
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1.
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The
Plan name is changed to “2002 Stock Benefit
Plan”.
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2.
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In
paragraph 1 the second to last sentence is replaced with
“Benefits granted pursuant to the Plan, at the discretion of
the Company’s Board of Directors (the “Board”),
may be (1) incentive stock options within the meaning of
Section 422 of the Internal Revenue Code (2) options that
do not so qualify as incentive stock options and which are
referenced herein as non-statutory stock options, or
(3) Restricted Stock.”
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3.
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In
paragraph 2 “In the event that any outstanding Restricted
Stock does not vest for any reason or” is added to the
beginning of the third sentence.
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4.
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A
new paragraph 3.9 is added to read as follows:
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“To grant Restricted Stock to
such persons providing services to the Company as the Board shall
determine and upon such terms and conditions as the Board shall
determine from time-to-time. The Board shall also have the same
authority and power with rega
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