EXHIBIT 10.2
SONOCO PRODUCTS COMPANY
1996 Non-Employee Directors’ Stock Plan
As Amended October 14, 1996
As Amended February 4, 2004
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1.
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Purpose. The Sonoco Products Company Non-Employee
Directors Stock Plan (the “Plan”) is intended to
enhance the Company’s ability to attract and retain talented
individuals to serve as members of the Board and to promote a
greater alignment of interests between non-employee members of the
Board and the shareholders of the Company.
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2.
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Definitions. As used in the Plan, the following terms have
the respective meanings:
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a.
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“Annual
Stock Option” means the Stock Option granted to each Eligible
Director pursuant to Section 7.
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b.
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“Board” means the Company’s
Board of Directors.
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c.
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“Common
Stock” means the Company’s no par value Common
Stock.
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d.
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“Company” means Sonoco Products
Company, a corporation established under the laws of the State of
South Carolina.
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e.
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“Deferred
Stock Unit” means a bookkeeping entry, equivalent in value to
a share of Common Stock, credited in accordance with an election
made by an Eligible Director pursuant to Section 8.
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f.
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“Election
Date” means the date on which an Eligible Director files an
election with the Secretary of the Company pursuant to
Section 8(a).
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g.
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“Eligible
Director” means any director who is not an employee of the
Company or any subsidiary or affiliate of the Company on the
applicable Grant Date for purposes of Section 7 and on the
applicable Election Date for purposes of Section 8.
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h.
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“Exercise
Price” shall mean (a) the Fair Market Value for a Stock
Option granted pursuant to Section 7 of the Plan.
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i.
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“Fair
Market Value” means the closing price of a share of Common
Stock as reported on the composite tape for securities listed on
the New York Stock Exchange (the “Exchange”) for the
specific Grant Date or other date in question. If no sales of
Common Stock were made on the Exchange on that date, the closing
price of a share of Common Stock as reported on said composite tape
for the preceding day on which sales of Common Stock were made on
the Exchange shall be used.
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j.
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“Grant
Date” means the date specified in Section 7 and
Section 8(b) and (c) as shall be applicable.
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k.
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“Plan” means this Stock Plan for
Non-Employee Directors.
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l.
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“Stock
Option” means a right granted pursuant to either
Sections 7 or 8(c) of the Plan to an Eligible Director to
purchase Common Stock at the applicable Exercise Price.
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m.
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“1934
Act” means the Securities Exchange Act of 1934.
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3.
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Effective
Date. Subject to the
approval by the shareholders of the Company prior to
December 31, 1996, the Plan shall be effective as of
February 7, 1996.
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4.
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Common
Shares Available for Issuance. Subject to any adjustments contemplated by
Section 5, Beginning April 17, 1996, and ending
April 17, 2006, for each calendar year the Plan is in effect
125,000 shares of common stock shall be cumulatively available for
Stock Options and the settlement of Deferred Stock Units .
Thus, any shares which are not issued in the year they become
available, shall be available in subsequent years for the
settlement of Stock Options and Deferred Stock Units. In addition,
any shares of Common Stock which may be exchanged, either actually
or by attestation, as full or partial payment to the Company upon
the exercise of a Stock Option, shall be available for future
awards under the Plan. If a Stock Option expires without being
exercised, the shares of Common Stock covered by such option shall
remain available for issuance under the Plan. If a Stock Option or
Deferred Stock Unit is settled in cash or in any form other than
shares, then the shares covered by these settlements shall not be
deemed issued and shall remain available for issuance under the
Plan. The crediting of dividend equivalent in conjunction with
outstanding Deferred Stock Units or Stock Options shall not be
counted against the shares available for issuance. Any shares
issued under the Plan may be either authorized but unissued shares,
or previously-issued shares reacquired by the Company.
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5.
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Adjustments
and Reorganizations. The
Board may make such adjustments as it deems appropriate to meet the
intent of the Plan in the event of changes that impact the
Company’s share price or share status, provided that any such
actions are consistently and equitably applied to all affected
Eligible Directors (and are not inconsistent with adjustments made
to stock options and other stock-based awards held by employees of
the Company).
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Accordingly, in
the event of any stock dividend, stock split, combination or
exchange of shares, merger, consolidation, spin-off or other
distribution (other than normal cash dividends) of Company assets
to shareholders, or any other change affecting shares, such
proportionate adjustments, if any, as the Board in its discretion
may deem appropriate to reflect such change, shall be made with
respect to
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(i)
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the aggregate
number of shares that may be issued under the Plan;
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(ii)
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the number of
shares covered by each outstanding award made under the
Plan;
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(iii)
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the Exercise
Price for each outstanding Stock Option; and
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(iv)
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the limit on
the number of shares that may be covered by each annual stock
option grant set forth in Section 7.
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In the event
the Company is not the surviving company of a merger, consolidation
or amalgamation with another company or in the event of a
liquidation, reorganization or significant change of control of the
Company, and in the absence of any surviving corporation’s
assumption of outstanding awards made under the Plan, the Board may
provide for appropriate settlements of such awards either at the
time of grant or at a subsequent date.
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6.
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Plan
Operation. The Plan is
intended to permit Eligible Directors to qualify as
“disinterested” persons under Rule 16b-3
promulgated by the Securities and Exchange Commission under the
1934 Act. Accordingly, in many respects the Plan is self-governing
and requires no discretionary action by the Board except as
contemplated by the language herein. However, should any questions
of interpretation arise, they shall be resolved by the Board or
such committee of the Board as may be designated from time to
time.
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7.
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Annual Stock
Option Grants.
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a.
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Grants to be
Made at the First Regularly Scheduled Meeting of the
Board. Commencing with
calendar year 1996, at the first regularly scheduled Board meeting
of each calendar year the Plan is in effect, each Eligible Director
will receive an Annual Stock Option to purchase 2,000 shares of
Common Stock or such higher number as may be established pursuant
to Section 17. The
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Exercise Price
of each such option shall be the Fair Market Value on the Grant
Date, and each such option shall have a ten-year term.
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b.
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Grants to be
Made Subsequent to the First Regularly Scheduled Meeting of the
Board. A person who
becomes an Eligible Director subsequent to The Board’s
initial regularly scheduled meeting of a calendar year during which
the Plan is in effect shall receive an Annual Stock Option grant on
the date such person becomes an Eligible Director. The number of
shares covered by the annual Stock Option granted to such
indiv
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