Exhibit 10-1



 





Exhibit 10.1




Sonoco Products Company




1991 Key Employee Stock Plan




February 6, 1991




(As amended March 17, 1995)

(As amended February 3, 1999)

(As amended November 14, 2002)

(As amended July 18, 2007)




(This document constitutes part of a prospectus covering securities that have been registered

under the Securities Act of 1933)





	1.	 	Purpose. The Sonoco Products Company 1991 Key Employee Stock Plan (the “Plan”) has been
adopted by the Board of Directors (the “Board”) to encourage and create significant ownership
of the Common Stock (“Common Stock” or “Shares”) of Sonoco Products Company (the “Company”) by
employees. Additional purposes of the Plan include generating a meaningful incentive to
participants to make substantial contributions to the Company’s future success, enhancing the
Company’s ability to attract and retain persons who will make such contributions, and ensuring
that the Company can provide competitive compensation opportunities for its key personnel. By
meeting these objectives, the Plan is intended to benefit the shareholders of the Company.






	2.	 	Term. The Plan shall be effective as of February 6, 1991. The amendments to the Plan shall
be effective when approved by shareholders and until terminated pursuant to Section 14.7.




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	3.	 	Common Shares Available for Issuance. Subject to adjustments contemplated by Section 5,
5,000,000 shares of Common Stock of the Company became available for issuance under the Plan,
on February 6, 1991. Beginning on January 1, 1995, and ending on January 1, 2005, the number
of shares available for issuance under the Plan shall be increased on each January 1 by an
amount equal to 1.2% of the number of shares of common stock issued on such day. Furthermore,
the Committee may designate for issuance under the Plan any shares of common stock that are
repurchased by the Company after April 19, 1995, and before April 19, 2005, (the “Repurchased
Shares”) on the open market or in private transactions in which the Company paid fair market
value, so long as the aggregate price paid for the Repurchased Shares does not exceed the
cumulative amount received in cash by the Company after April 19, 1995, for the exercise of
options granted under the Plan or the 1983 Key Employee Stock Option Plan (the “Prior Plan”).
Shares available for issuance under the plan, which are not issued in a given year, will be
carried forward and continue to be available in the succeeding year. Any shares issued under
the Plan may be either authorized but unissued shares, or previously-issued shares reacquired
by the Company.






	4.	 	Share Usage. If grants made under the Plan expire or are cancelled without the issuance of
 shares, the shares of stock covered by such grants shall remain available for issuance under
the Plan. Further, any shares which are exchanged by a participant as full or partial payment
to the Company of the purchase price of shares being acquired through the exercise of a stock
option granted under the
Plan or the Prior Plan shall be added to the aggregate number of shares available for issuance
for grants other than incentive stock option grants. In instances




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	 	 	where a stock appreciation right (SAR) or a stock grant is settled in cash or 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 payment in shares of dividends in conjunction with outstanding
grants shall not be counted against the shares available for issuance.






	5.	 	Adjustments and Reorganizations. The Board shall 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
applicable to all affected participants.






	 	a.	 	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, are appropriate to reflect such change shall be made
with respect to (i) aggregate number of shares that may be issued under the Plan; (ii)
each outstanding grant made under the Plan; (iii) the price per share for any outstanding
stock options, SARs and other rights granted under the Plan; and the limitations on share
usage and allocation set forth in Section 9. In addition, any shares issued or
settlement of grants by the Company through the assumption or substitution of outstanding
grants or grant commitments from an acquired company or other entity shall not be counted against the
limitations set forth in Section 3 and Section 9.




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	 	b.	 	In the event that the Company is not the surviving company of a merger,
consolidation or amalgamation with another company or in the event of a liquidation or
reorganization of the Company, and in the absence of the surviving corporation’s
assumption of outstanding grants made under the Plan, the Board shall provide for
appropriate adjustments and settlements of such grants either at the time of grant or at
a subsequent date.






	6.	 	Plan Administration.






	 	6.1	 	The Committee. A Committee (the “Committee”) appointed by the Board shall be
responsible for administering the Plan. The Committee shall be comprised of three or
more members of the Board who qualify to administer the Plan as contemplated by Rule
16b-3 under the Securities Exchange Act of 1934 (the “1934 Act”), or any successor rule.
	 
	 	6.2	 	Powers of the Committee. Subject only to the express restrictions and limitations
otherwise set forth in the Plan, the Committee shall have sole, absolute and full
authority and power to:






	 	(a)	 	Interpret the Plan and undertake such actions and make such
determinations and decisions as it deems necessary and appropriate to carry out
the Plan intent;
	 
	 	(b)	 	Select individuals to receive grants;




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	 	(c)	 	Determine the amount of shares to be covered by each grant;
	 
	 	(d)	 	Decide the type grant or grants to be made to each participant and
the terms and conditions applicable to each such grant;
	 
	 	(e)	 	Award grants to individuals who are foreign nationals or who are
employed outside the United States or both, on such terms and conditions (which
may be different than specified by the Plan) which it deems are necessary to
assure the viability of such grants in meeting the purposes of the Plan;
	 
	 	(f)	 	Enter into grant agreements evidencing grants made under the Plan
and their respective terms and conditions;
	 
	 	(g)	 	Establish, amend and repeal rules and regulations relating to the
Plan; and
	 
	 	(h)	 	Amend the Plan to the extent permitted by Section 14.6.






	 	6.3	 	Delegation of Authority. The Committee may designate persons other than members of
the Committee or the Board to carry-out its responsibilities subject to such limitations,
restrictions and conditions as it may prescribe, except that the Committee may not
delegate its authority with regard to the awarding of grants to persons subject to
Section 16 of the 1934 Act.




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	 	 	 	 Further, the Committee may not delegate its authority if
such delegation would cause the Plan not to comply with the requirements of Rule 16b-3 or
any successor rule under the 1934 Act.
	 
	 	6.4	 	 Dividends and Dividend Equivalents. The Committee may provide that grants awarded
under the Plan earn dividends or dividend equivalents. Such dividend equivalents may be
paid currently or may be credited to a participant’s account. In addition, dividends paid
on outstanding grants or issued shares may be credited to a participant’s account,
including additional shares or share equivalents, rather than paid currently. Any
crediting of dividends or dividend equivalents may be subject to such restrictions and
conditions as the Committee may establish, including reinvestment in additional shares or
share equivalents.
	 
	 	6.5	 	Deferrals and Settlements. The Committee may require or permit participants to
elect to defer the issuance of shares or the settlement of grants in cash under such
rules and procedures as it may establish under the Plan. It also may provide that
deferred settlements include the payment
or crediting of interest on the deferral amounts or the payment or crediting of
dividend equivalents on deferred settlements denominated in shares. The Committee
also may require or permit grants to be settled in the form of other grant types.
	 
	 	6.6	 	Documentation of Grants. Grants under the Plan shall be evidenced by written
agreements or such other appropriate documentation as the




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	 	 	 	Committee shall prescribe. The
Committee need not require the execution of any instrument or acknowledgement of notice
of a grant under the Plan, in which case acceptance of such a grant by the respective
participant will constitute agreement to the terms of the grant.






	7.	 	Plan Eligibility. Any employee of the Company (including any entity that is directly or
indirectly controlled by the Company or any entity in which the Company has a significant
equity interest, as determined by the Committee) shall be eligible to be designated a
participant under the Plan.






	8.	 	Grant Types. Awards under the Plan may consist of single, combination, tandem or replacement
grants of the following types.






	 	8.1	 	Stock Options. A stock option shall confer on a participant the right to purchase
a specified number of shares from the Company subject to the terms and conditions of the
stock option grant. A stock option may be in the form of an incentive stock option or
any other option type. Any incentive stock option grant shall comply with the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended (the “Code”), and accordingly, the aggregate
fair market value at the time of grant of the shares covered by incentive stock option
grants exercisable by any one optionee in any calendar year shall not exceed $100,000
(or such other limit as may be required by the Code). The recipient of a stock option
grant shall pay for the shares at the time of exercise in cash or such other form as
the Committee may approve, including the transfer of shares (whether actual or




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	 	 	 	constructive), valued at their fair market value on the date of exercise, or in a
combination of payment forms.
	 
	 	8.2	 	Stock Appreciation Rights. A SAR grant shall confer on a participant the right to
receive in shares, cash or a combination of both, up to the positive difference, if any,
between the fair market value of a designated number of shares on the date the SARs are
exercised and the designated price of the SARs contained in the terms and conditions of
the grant. Shares issued in settlement of the exercise of SARs shall be valued at their
fair market value on the date of the exercise of the SARs.
	 
	 	8.3	 	Stock Grants. A stock grant shall confer on a participant the right to receive a
specified number of shares, cash equal in value to a designated number of shares or a
combination of both, subject to the terms and conditions of the grant, which may include
forfeitability contingencies based on continued employment with the Company or the
meeting of performance
criteria or both. The performance criteria that may be used by the Committee in
awarding contingent stock grants will consist of total shareholder’s return, earnings
growth, revenue growth, and/or profitability measured by return ratios. The Committee
may select one criterion or multiple criteria for measuring performance, and the
measurement may be based on absolute Company or business unit performance or based on
comparative performance with other companies. A stock grant may be received by a
participant as part of or in lieu of the participant’s normal compensation or as part
of or in lieu of a payment under another incentive compensation or 




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	 	 	 	employee benefit plan of the Company, subject to such rules and conditions as the Committee may
establish for such grants.






	9.	 	Grant Limits. Subject to adjustments contemplated by Section 5, the following limitations on
the usage of shares of Common Stock shall be effective for grants made after April 19, 1995:






	 	9.1	 	Stock Options and SARs. Commencing with 1995, no individual may receive a stock
option or SAR, or combination of both, in any one calendar year that covers more than
200,000 shares plus unused shares carried forward for up to five years commencing in
1995. The aggregate number of shares that may be covered by incentive stock options
granted under the Plan cannot exceed 5,000,000 shares.






	 	9.2	 	Stock Grants. Commencing with 1995, no individual may receive a stock grant in any
one calendar year that covers more than 100,000 shares plus unused shares carried forward
for up to five years commencing in 1995. The aggregate number of shares that may be
covered by stock grants made in any one calendar year shall not exceed 0.4% of the number
of issued shares of Common Stock as of the first day of such calendar year commencing in
1995, plus any unused shares which were available for stock grants in any prior years
commencing in 1995.




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	10.	 	Transferability and Exercisability






	 	10.1	 	Transferability. Any grant under the Plan will be non-transferable and,
accordingly, shall not be assignable, alienable, salable or otherwise transferable by the
participant other than as provided in Section 10.2 or:






	 	(a)	 	By will or the laws of descent and distribution;
	 
	 	(b)	 	Pursuant to a qualified domestic relations order, to the extent
permitted by the Committee, either at time of grant or subsequently; and
	 
	 	(c)	 	By gift or other transfer to, either (i) a trust or estate in which
the participant or such person’s spouse, or other relative has a substantial
interest, or (ii) the participant’s spouse or other relative, to the extent
permitted by the Committee, either at time of grant or subsequently, provided
further that any such transfer by a person subject to Section 16 of the 1934 Act,
the Committee may require the shares covered by such grant to continue to be
deemed beneficially owned.






	 	10.2	 	Third Party Exercises. In the event that a participant terminates employment with
the Company to assume a position with a governmental, charitable, educational or similar
non-profit institution, the Committee may subsequently authorize a third party, including
but not limited to a “blind” trust, to act on behalf of and for the benefit of the
respective participant with respect to any outstanding grants held by the participant
subsequent to




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	 	 	 	such termination of employment. If permitted by the Committee, a
participant may designate a beneficiary or beneficiaries to exercise the rights of the
participant and receive any distributions under the Plan upon the death of the
participant.






	11.	 	Grant Terms and Internal Revenue Code Section 409A






	 	11.1	 	Grant Terms and Conditions. The Committee shall determine the provisions and
duration of grants made under the Plan, including the purchase prices for all stock
options, the established prices for all SARs,
the consideration, if any, to be required from participants for all other grants and
the conditions under which a participant will retain rights in the event of the
participant’s termination of employment while holding outstanding grants made under
the Plan. However, any stock option or SAR may not have an exercise or designated
price of less than 100% of the fair market value of the covered shares on the date of
grant, except that, in the case of a stock option or SAR granted retroactively in
tandem with or as a substitution for another grant, the exercise or designated price
may be the same as the exercise or designated price of such other grant.
	 
	 	11.2	 	Section 409A. If any award made under this Plan provides for deferred
compensation subject to Internal Revenue Code Section 409A, the terms of the award shall
be set forth in writing in a manner that complies with the requirements of Internal
Revenue Code Section 409A and the regulations thereto.




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	12.	 	Tax Withholding. The Company shall have the right to deduct from any settlement of a grant
made under the Plan, including the delivery or vesting of shares, a sufficient amount to cover
withholding of any federal, state or local taxes required by law or to take such other action
as may be necessary to satisfy any such withholding obligations. The Committee may permit
 shares to be used to satisfy required tax withholding and such shares shall be valued at their
fair market value as of the settlement date of the applicable grant.






	13.	 	Other Company Benefit and Compensation Programs. Unless otherwise determined by the
Committee, settlements of grants received by participants under the Plan shall not be deemed a
part of a participant’s regular, recurring compensation for purposes of calculating payments
or benefits from any Company benefit or severance program (or severance pay law of any
country). The above notwithstanding, the Company may adopt other compensation programs, plans
or arrangements as it deems appropriate or necessary.
	 
	14.	 	General. The following provisions are applicable to the Plan generally:






	 	14.1	 	Future Rights. No person shall have any claim or rights to be awarded a grant
under the Plan, and no participant shall have any rights under the Plan to be retained in
the employ of the Company.






	 	14.2	 	Fair Market Value. The term “fair market value” as used in the Plan means the
closing price of a share of Common Stock on the date of the applicable




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	 	 	 	transaction or such other appropriate valuation method as the Committee may determine.






	 	14.3	 	No Fractional Shares. No fractional shares shall be issued under the Plan and cash
shall be paid in lieu of any fractional shares in settlement of grants awarded under the
Plan.
	 
	 	14.4	 	Unfunded Plan. Unless otherwise determined by the Committee, the Plan shall be
unfunded and shall not create (or be construed to create) a trust or a separate fund or
funds. The Plan shall not establish any fiduciary relationship between the Company and
any participant or other person. To the extent any person holds any rights by virtue of
a grant awarded under the Plan, such right (unless otherwise determined by the Committee)
shall be no greater than the right of an unsecured general creditor of the Company.
	 
	 	14.5	 	Successors and Assigns. The Plan shall be binding on all successors and assigns of
a participant, including, without limitation, the estate of such participant and the
executor, administrator or trustee of such estate, or any receiver or trustee in
bankruptcy or representative of the participant’s creditors.
	 
	 	14.6	 	Plan Amendment. The Committee may amend the Plan as it deems necessary or
appropriate to better achieve the purposes of the Plan, except




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	 	 	 	that no amendment without the approval of the Company’s shareholders shall be made which would:






	 	(a)	 	Subject to adjustments contemplated by Section 5, increase the
total number of shares available for issuance under Section 3 or the share limits
set forth in Section 9; and
	 
	 	(b)	 	Reduce the minimum exercise or designated price for any stock
options or SARs granted under the Plan.






	 	14.7	 	Plan Termination. The Board may terminate the Plan at any time. However, if so
terminated, then-existing previously-awarded grants shall remain outstanding and in
effect in accordance with their applicable terms and conditions.
	 
	 	14.8	 	Governing Law. The validity, construction and effect of the Plan and any actions
taken or relating to the Plan shall be determined in accordance with the laws of the
State of South Carolina and applicable federal law.




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ADDENDUM — ADDITIONAL INFORMATION





	1.	 	Approval. The Plan was ratified by Sonoco shareholders on April 17, 1991.
	 
	2.	 	ERISA. This Plan is not subject to the Employee Retirement Income Security Act of 1974.
	 
	3.	 	Contact. For additional information contact:





                          Sonoco Products Company

                          P.O. Box 160

                          Hartsville, SC. 29550

                          Attn.: Lana Roper — B01,

                                    Assistant Treasurer

                                    (803) 383-7277





	4.	 	Plan Administrators. The term of office of plan administrators is one year. Plan
administrators are appointed to or removed from office by the Board of Directors.






	5.	 	Frequency of Reports. A report detailing terms, conditions, award amounts, administrative
procedures and tax treatments is distributed to participants for each new grant. An
additional report detailing the status of prior grants (grants outstanding, exercised,
canceled, vesting provisions, term, etc.) is distributed on an annual basis and available upon
request from Lana Roper.




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	6.	 	Availability of Pertinent Information. Documents incorporated by reference in Item 3 Part II
of the registration statement are available without charge, and are incorporated by reference
in the Plan document. Other documents required to be delivered to employees pursuant to
Securities Act Rule 428b are also available without charge.






	7.	 	Tax Information. Under the current federal tax law, the granting of a stock option does not
produce income to the participant or a tax deduction for the Company. Upon exercise of a
non-qualified stock option, the excess of the fair market value of the shares over the option
exercise price is taxable to the participant as ordinary income and deductible by the Company.
The cost basis of the shares acquired is the fair market value at the time of exercise. Upon
exercise of an incentive stock option, the excess of the fair market value of the stock
acquired over the option price will be an item of tax preference. If no disposition of the
stock is made within two years from the date of granting of the incentive stock option or
within one year after the transfer of the stock to the participant, the participant does not
realize income as a result of exercising the incentive stock option; the tax basis of the
stock received is the option price; any gain or loss realized on the ultimate sale of the
stock is long-term capital gain or loss and the Company is not entitled to any tax deduction
by reason of the exercise. If the participant disposes of the stock within the two-year or
one-year periods referred to above, the excess of the fair market value of the stock at the
time of exercise (or the proceeds of disposition, if less) over the option price will at that
time be taxable to the participant as ordinary income and deductible by the Company. For determining capital gain or loss on




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	 	 	such a disposition, the tax basis of the stock will be the
fair market value at the time of exercise.





* * * * *



IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and seal this
Document this 17th day of April, 1991.




	 	 	 	 	 	 	 	 	 
	COMPANY:

SONOCO PRODUCTS COMPANY	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(CORPORATE SEAL)
	 
	 	 	 	 	 	 	 	 
	By:
	 	/s/ T. C. Coxe, III 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	T. C. Coxe, III
	 	 
	 	Attest:	 	/s/ Lana Roper
	 	 	 	 	 	 	 	 	 
	Title: Senior Executive Vice President	 	 	 	 	 	Lana Roper
	 

	 	 	 	 
	 	Title:
	 	Assistant Secretary







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