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SONOCO PRODUCTS COMPANY 1996 Non-Employee Directors? Stock Plan As Amended October 14, 1996 As Amended February 4, 2004

Stock Option Agreement

SONOCO PRODUCTS COMPANY
1996 Non-Employee Directors? Stock Plan
As Amended October 14, 1996
As Amended February 4, 2004 

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This Stock Option Agreement involves

SONOCO PRODUCTS CO

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Title: SONOCO PRODUCTS COMPANY 1996 Non-Employee Directors? Stock Plan As Amended October 14, 1996 As Amended February 4, 2004
Governing Law: South Carolina     Date: 3/2/2004
Industry: Paper and Paper Products     Sector: Basic Materials

SONOCO PRODUCTS COMPANY
1996 Non-Employee Directors? Stock Plan
As Amended October 14, 1996
As Amended February 4, 2004 

, Parties: sonoco products co
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EXHIBIT 10.2

SONOCO PRODUCTS COMPANY
1996 Non-Employee Directors’ Stock Plan
As Amended October 14, 1996
As Amended February 4, 2004

1.

 

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.

 

 

 

2.

 

Definitions. As used in the Plan, the following terms have the respective meanings:

 

 

a.

 

“Annual Stock Option” means the Stock Option granted to each Eligible Director pursuant to Section 7.

 

 

 

 

 

b.

 

“Board” means the Company’s Board of Directors.

 

 

 

 

 

c.

 

“Common Stock” means the Company’s no par value Common Stock.

 

 

 

 

 

d.

 

“Company” means Sonoco Products Company, a corporation established under the laws of the State of South Carolina.

 

 

 

 

 

e.

 

“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.

 

 

 

 

 

f.

 

“Election Date” means the date on which an Eligible Director files an election with the Secretary of the Company pursuant to Section 8(a).

 

 

 

 

 

g.

 

“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.

 

 

 

 

 

h.

 

“Exercise Price” shall mean (a) the Fair Market Value for a Stock Option granted pursuant to Section 7 of the Plan.

 

 

 

 

 

i.

 

“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.

 

 

 

 

 

j.

 

“Grant Date” means the date specified in Section 7 and Section 8(b) and (c) as shall be applicable.

 

 

 

 

 

k.

 

“Plan” means this Stock Plan for Non-Employee Directors.

 

 

 

 

 

l.

 

“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.

 

 

 

 

 

m.

 

“1934 Act” means the Securities Exchange Act of 1934.

 

3.

 

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.

 


 

4.

 

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.

 

 

 

5.

 

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).

 

 

 

 

 

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

 

 

(i)

 

the aggregate number of shares that may be issued under the Plan;

 

 

 

 

 

(ii)

 

the number of shares covered by each outstanding award made under the Plan;

 

 

 

 

 

(iii)

 

the Exercise Price for each outstanding Stock Option; and

 

 

 

 

 

(iv)

 

the limit on the number of shares that may be covered by each annual stock option grant set forth in Section 7.

 

 

 

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.

 

 

 

6.

 

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.

 

 

 

7.

 

Annual Stock Option Grants.

 

 

a.

 

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

 


 

 

 

 

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.

 

 

 

 

 

b.

 

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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