Exhibit 10-2



 





Exhibit 10.2




SONOCO PRODUCTS COMPANY

1996 Non-Employee Directors’ Stock Plan

As Amended October 14, 1996

As Amended February 4, 2004

As Amended February 1, 2006

As Amended July 18, 2007





	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) as shall be
applicable.
	 
	 	k.	 	“Plan” means this Stock Plan for Non-Employee Directors.
	 
	 	l.	 	“Stock Option” means a right granted pursuant to Section 7 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.




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	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 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, provided such adjustment does
not result in the option becoming deferred compensation under Section 409A; 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.




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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 individual shall be the
product of multiplying






	 	(i)	 	the number of shares to be covered by the annual Stock Option grant received by
each Eligible Director for such calendar year pursuant to subsection (a) above by
	 
	 	(ii)	 	(A)    100% if the person becomes an Eligible Director during the first calendar
quarter, or






	 	(B)	 	75% if the person becomes an Eligible Director during the second calendar quarter,
or
	 
	 	(C)	 	50% if the person becomes an Eligible Director during the third calendar quarter, or
	 
	 	(D)	 	25% if the person becomes an Eligible Director during the fourth calendar quarter. If such calculation results in a fractional share,
the number of shares shall be increased to the next whole number.





     c. Discretion to discontinue annual stock option grants. The Board of Directors may, in its
discretion, discontinue annual stock option grants pursuant to this Section 7, for an indefinite period of
time, and, thereafter, in its discretion, recommence such annual grants.




	8.	 	Deferred Stock Units in lieu of Retainers and Meeting Fees. Each Eligible Director may elect
to take a portion or all of his or her annual retainer and committee and meeting fees in the
form of Deferred Stock Units, provided that the Board has determined to permit such form of
deferred payment to be available for such an election. However, in no event may the portion
of the Eligible Director’s annual compensation affected by such an election be less than 25%.






	 	a.	 	Method of Electing. In order to elect such form of deferred payment, the Eligible
Director must complete and deliver to the Secretary of the Company a written election
designating the portion of his or her compensation that is to be deferred and form of
payment. Such an election to defer shall be made annually prior to the calendar year in
which it is to be effective. Any such election shall only be effective to the extent that
there are sufficient shares of Common Stock available under the Plan at the time the
election is made pursuant to Section 4.




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	 	b.	 	Deferred Stock Units substituted for Compensation. If an Eligible Director elects to
receive compensation in the form of Deferred Stock Units, such individual will have
Deferred Stock Units credited to his or her account on the first business day of each
calendar quarter during which his or her election is effective. The number of Deferred
Stock Units covered by each such crediting shall be determined by the following formula:





	 	 	 	 	 	 
	Number of
	 	=	 	Amount of Compensation to be Deferred	 
	Deferred Stock Units

	 	 	 	Fair Market Value	 





Deferred Stock Units shall be credited with dividend equivalents when dividends are paid on
shares of Common Stock and such dividend equivalents shall be converted into additional
Deferred Stock Units based on the Fair Market Value on the date credited.




	 	c.	 	Form of Payment Election. Subject to limitations as the Board may impose, a Director
electing hereunder to defer compensation earned after 2004 into Deferred Stock Units shall
also elect at the same time as his or her deferral election a fixed period of time
commencing in the January following his or her separation from service with the company
over which the elected amount deferred shall be paid to in substantially equal annual
installments and a fixed period (which may be a different period) over which the unpaid
portion of the elected amount deferred shall be paid to a Beneficiary or estate in annual
installments in the event of the Director’s death.
	 
	 	d.	 	Any election to defer compensation that is earned and vested after December 31, 2004,
and any form of payment election related to such compensation shall be irrevocable and may
not be changed or modified thereafter by a Director, his or her beneficiary, his or her
estate or the Company. Notwithstanding anything in this Plan to the contrary, a Director
may make or change his or her form of payment election described in Section 8(c) above at
any time on or before December 31, 2007.






	9.	 	Option Exercisability and Restoration. A Stock Option shall not be exercisable until the
later of 12 months following its Grant Date, or 12 months following the date that the Plan is
approved by the shareholders. The following terms and conditions shall apply if applicable:






	 	a.	 	Participant’s Death. In the event of the optionee’s death during the final year of the
term of an outstanding Stock Option, such option shall remain exercisable for one full year
after the participant’s death.
	 
	 	b.	 	Exercise Payment. A Stock Option, or portion thereof, may be exercised by written
notice of exercise delivered to the Secretary of the Company, accompanied by payment of the
aggregate Exercise Price. Such payments may be made in cash, personal check or with Common
Stock (either actually or by attestation) already owned by the individual valued at the
Fair Market Value on the date of exercise, or a combination of such payment methods. The
Board, however, may deny the exercise of Stock Options during a period of time that it
deems necessary to prevent any possible violation of federal securities or any other laws.
As soon as practicable after notice of exercise and receipt of full payment for shares of
Common Stock being acquired, the Company shall deliver a certificate to the individual
representing the Common Stock purchased through the Stock Option.
	 
	 	c.	 	Restoration Option Right. Commencing in 1998, each Stock Option granted pursuant to
the Plan will contain a restoration right whereby, if the optionee, who is an Eligible
Director on the date of exercise, exercises the option by tendering, either actually or by
attestation, previously acquired shares of Common Stock, such individual will receive a
Stock Option covering the number of shares tendered with the term equal to the remaining
term of the original Stock Option and with a per share Exercise Price equal to the Fair
Market Value as of the date of exercise of the original




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Stock Option. Stock Options granted pursuant to such restoration rights also will carry
restoration Stock Option rights.




	 	d.	 	Discretion to approve Restoration Option Right. The Board of Directors may, in its
discretion, elect to delete Restoration Option Rights from the provisions of any Director
Option grants pursuant to this section 9.






	10.	 	Termination of Board Service. Upon separation of service from the Board by an individual
holding awards granted under the Plan, the following conditions shall apply:






	 	a.	 	Stock Options. Each Stock Option shall continue to remain outstanding for the duration
of its term, subject to the extension of such term in the event of an optionee’s death
while holding the option as provided in Section 9(a).
	 
	 	b.	 	Deferred Stock Units. Unless the Eligible Director has made a form of payment election
under Section 8(c) or Section 8(d) above (or with respect to amounts deferred on or before
December 31, 2004, elected, prior to termination of Board service, to receive payment in
fifteen or fewer annual installments commencing in the January following the individual’s
termination of Board service), he or she will receive a lump sum payment equal to the
aggregate Fair Market Value of the Deferred Stock Units credited to his or her account as
of such date. This payment may be in the form of shares of Common Stock equal in number to
the amount of Deferred Stock Units credited to the Eligible Director’s account.
Installment payments may similarly be made in shares of Common Stock. However, the Board
may determine to settle a portion of or all of an award payment in cash based on the Fair
Market Value at time of payment.






	11.	 	No Fractional Shares. No fractional shares shall be issued under the Plan and cash shall be
paid based on the Fair Market Value at time of payment in lieu of any fractional shares in
settlement of Deferred Stock Units granted under the Plan pursuant to Section 8.






	12.	 	Transferability of Awards. Stock Options and Deferred Stock Units shall not be transferable
or assignable other than






	 	a.	 	by will or the laws of descent and distribution;
	 
	 	b.	 	pursuant to a qualified domestic relation order; or
	 
	 	c.	 	to the extent permitted by Rule 16b-3 under the 1934 Act as then applicable to the
Company’s employee benefits plans, by gift or other transfer to either






	 	(i)	 	any trust or estate in which the original award recipient or such person’s
spouse or other immediate relative has a substantial beneficial interest or
	 
	 	(ii)	 	a spouse or other immediate relative, provided that such a transfer would
continue to require such awards to be disclosed pursuant to Item 403 of Regulation S-K
under the Securities Act of 1933, as amended from time to time.






	13.	 	Award Documentation. Each award granted under the Plan shall be evidenced by written
documentation which shall contain the terms and conditions governing such award. Directors
need not execute any instrument or acknowledgment of notice of a grant under the Plan, in
which case acceptance of such an award by the respective participant will constitute agreement
to the terms of the award.






	14.	 	No Right to Service. Neither participation in the Plan nor any action under the Plan shall
be construed to giving any Eligible Director a right to be retained in the service of the
Company.




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	15.	 	Unfunded Plan. Unless otherwise determined the Board, 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 or any participant or other
individual. To the extent any individual holds any rights by virtue of a grant awarded under
the Plan, such right (unless otherwise determined by the Board) shall be no greater than the
right of an unsecured general creditor of the Company.






	16.	 	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.






	17.	 	Plan Amendment. The Board may amend the Plan as it deems necessary or appropriate to better
achieve the purposes of the Plan, except that no amendment without the approval of the
Company’s shareholders shall be made which would:






	 	(i)	 	Accelerate the payout of benefits under the plan.
	 
	 	(ii)	 	Subject to adjustments contemplated by Section 5, increase with the total
number of shares available for issuance under Section 4 or the individual Annual Stock
Option limit set forth in Section 7, except that such individual limit may be increased
to up to 10,000 shares of Common Stock if the Board has determined that such an
amendment would not prevent Eligible Directors from being “disinterested persons” for
purposes of Rule 16b-3, if required by such rule or any successor rule under the 1934
Act; or
	 
	 	(iii)	 	To the extent such amendment would be inconsistent with the then-existing Rule
16b-3 or any successor rule under the 1934 Act , to materially increase the benefits
accruing to participants under the Plan or to materially modify the requirements as to
eligibility for participation in the Plan ; or
	 
	 	(iv)	 	Otherwise cause the Plan not to comply with Rule 16B-3 or any successor rule
under the 1934 Act, or
	 
	 	(v)	 	Cause the plan not to comply with Section 409A of the Internal Revenue Service Code.






In addition, the Plan may not be amended more than once every six months, other than to comport
with changes in the Internal Revenue Code, the Employee Retirement Income Security Act, or the
rules thereunder.




	18.	 	Plan Termination. The Board may terminate the Plan at any time. However, if so terminated,
prior awards (including Deferred Stock Units) shall remain outstanding and in effect in
accordance with their applicable terms and conditions. Notwithstanding the above, if the
Company resolves to terminate and liquidate any other deferred compensation plan that is
required under Internal Revenue Code Section 409A to be aggregated with the Plan, the Company
will continue to pay any benefits otherwise due under the Plan during the first 12 months
following a resolution to terminate and liquidate the Plan and shall pay out any remaining
amounts deferred under the Plan during the second 12 months following such resolution to
terminate and liquidate the Plan.






	19.	 	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 laws.






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