exv10w22



 





Exhibit 10.22




Permanent Employment Contract




Between




Seaquist Perfect Dispensing SAS,

Registered Office: 11C quai Conti, Louveciennes (78430), France.

Company registration number: 510783500033L

Represented by François Boutan, acting as “Président",



and




Mr. Jacques Blanié,

Address: 9 chemin de la Coulette, L’Etang-le-Ville (78620), France.

Social security number: 1 46 11 47 001 004 61,

French nationality



The parties hereto agree as follows:




Article 1 – General Context




The company Seaquist Perfect Dispensing SAS is a member of the AptarGroup
group.



Jacques BLANIE has been employed by the subsidiaries and affiliates of the
AptarGroup since July 1st, 1973.



On July 1st, 1986, he was appointed as “Geschäftsführer” of Seaquist Perfect
Dispensing GmbH in Germany.



Jacques BLANIE also managed the sub-division “Seaquist Perfect Dispensing
France” which was created in 1996 as part of the French company VALOIS. He
received by way of compensation for this responsibility a subsidiary salary
paid directly by VALOIS. The Seaquist Perfect Dispensing France sub-division
had grown significantly since then, and in 2002, it was transformed into a full
and separate legal entity, known as SEAQUIST PERFECT DISPENSING SAS.



Consequent to this reorganization and to the fact that this activity had become
predominant in Jacques Blanié’s career, it was decided that the new French
company, SEAQUIST PERFECT DISPENSING SAS, would be Jacques Blanié’s main
Employer as from January 1st, 2003, and that the German function of
"Geschäftsführer” of Seaquist Perfect Dispensing GmbH would become a subsidiary
employment.



Article 2 – Collective Bargaining Agreement




This contract is governed by the French Collective Bargaining Agreement of the
Plastic Industry and by the internal rules of SEAQUIST PERFECT DISPENSING SAS.



Given that SEAQUIST PERFECT DISPENSING SAS is a subsidiary of AptarGroup, Inc.,
and the nature of Mr. Blanié’s functions, this contract shall also be bound by
rules and policies directly issued by AptarGroup, Inc. in respect of executives
of the group.



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Article 3 – Functions




Jacques Blanié holds the position of Directeur Délégué of SEAQUIST PERFECT
DISPENSING SAS.



Jacques Blanié reports to the Company’s “Président”. Moreover, given that the
AptarGroup is organized into several divisions, and given that SEAQUIST PERFECT
DISPENSING SAS is related to the SeaquistPerfect Division, Mr Jacques Blanié
shall also report, for operational purposes, to Mr. Patrick Doherty, who is
President of the aforementioned division.



Mr. Jacques Blanié’s functions may evolve according to the organization and the
activities of the SeaquistPerfect division, and according to those of the
AptarGroup in general.



Mr. Jacques Blanié’s is classified as executive, “VII C, 880” of the French
Collective Bargaining Agreement of the Plastic Industry



Article 4 – Term of Contract – Period of Notice




This contract shall remain in full force and effect for an unlimited period. It
is effective as of January 1, 2003.



Each party has the right to terminate this contract according to the conditions
in this respect provided for by the law and subject, except in the event of
gross misconduct, to the legal and conventional provisions in respect of
notification of dismissal or resignation.



Article 5 – Compensation




Jacques Blanié will receive a base gross annual salary equal to €120,000 (One
Hundred and Twenty Thousand Euros), settled in 12 (twelve) equal monthly
payments, in addition to which, he is entitled to the usual AptarGroup annual
bonus for executives.



Article 6 – Seniority




Jacques Blanié was hired on July 1, 1973. His seniority within the AptarGroup
shall be taken into account as far as rights and obligations are concerned.



Article 7 – Place of Work




Jacques Blanié’s main place of work is the Company’s registered office.



Depending on the needs of the position he holds, Jacques Blanié may undertake
business trips and temporary missions, either in France or abroad; such
business trips shall not bring about any change of place of residence or any
additional compensation, but will be subject to reimbursement of professional
expenses on presentation of the corresponding receipts.



Moreover, it is obvious that for reasons relating to the organization and the
smooth functioning of the Company, Jacques Blanié’s main place of work could be
transferred in France, in case a new establishment is set up or in case the
main place of business of SEAQUIST PERFECT DISPENSING SAS is transferred. Such
transfer shall comply with the AptarGroup’s relocating policy.



Given the level of initiative that is required by the position that Jacques
Blanié holds, the latter should devote all the time that is necessary in this
respect.



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Article 8 – Vacation




Jacques Blanié benefits from the same rights in respect of paid vacation as
what is common to all employees of the Company. If these rights differ from
those in Seaquist Perfect Dispensing GmbH, the most favorable will apply.



Article 9 – Terms and Conditions




Jacques Blanié shall strictly and absolutely refrain from disclosing any
information or confidential material he might obtain in the course of his
function, regardless of their nature or origin. This obligation shall survive
and continue in full force and effect despite termination and regardless of the
reason of its termination.



Jacques Blanié is also bound by the various AptarGroup policies that affect the
category of executives he belongs to, such as, and without limitation, the
“Conflict of Interest Policy” and “Insider Trader Policy”.



Finally, Jacques Blanié shall inform the Company, without delay, of any change
that might occur in respect of his civil status, family situation, address,
military status, etc...



Article 10 – Intellectual Property




During the term of the present contract, Jacques Blanié hereby agrees and
acknowledges, without reservation or exception, and without any additional
compensation other than what is provided for in this contract:




	 	•	 	To inform the Company of all inventions, improvements or plans
carried out by himself;
	 
	 	•	 	To vest in the Company or in any company within AptarGroup
requesting it, the exclusive ownership in France or abroad of such
inventions, improvements or plans;
	 
	 	•	 	To fill in for that purpose all formalities and procedures
necessary to allow the Company to be the legitimate owner of the
abovementioned inventions, improvements, plans etc...





Furthermore Jacques Blanié shall waive to the Company or to any company within
AptarGroup requesting it, all title and rights, he may have in France or
abroad, to an invention made with a third party and within the scope materials,
machines or products manufactured and sold by AptarGroup.



In return for such transfer and waiver of ownership, SEAQUIST PERFECT
DISPENSING SAS shall, any time it deems it fair and possible, have the name of
Jacques Blanié figure in the summary of the patent that will be filed by the
said company to protect Jacques Blanié’s invention.



Furthermore, both parties will discuss in equity the possibility of
compensation, the amount and the form of which will be, in any case, appraised
by the said company.



Article 11 – Non Competition





	11.1	 	Because of SEAQUIST PERFECT DISPENSING SAS’ need to protect all its
techniques, methods, processes, know-how and other information that may be
conveyed to




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	 	 	Jacques Blanié and that contribute to the efficiency of its business,
Jacques Blanié, given the nature of his responsibilities, shall refrain
from:






	 	•	 	Working, either directly or indirectly, in any form
whatsoever or through any intermediary, for the benefit of private
individuals or corporate entities or any other organisation having a
Competing or Similar Activity.
	 
	 	•	 	Acquiring an interest, whether directly, indirectly or
through any intermediary, in any form whatsoever (e.g. creating a
business, acquiring a stake) in any private individual or corporate
entity or any other organisation having a Competing or Similar
Activity.
	 
	 	 	 	“Competing or Similar Activity” shall be understood as anything with a
direct or indirect relation to the activity of the Company, i.e.
realization and production of dispensing systems for the packaging
industry.
	 
	 	•	 	Soliciting or having anybody solicit, whether directly of
indirectly, in the framework of an activity outside the Company or
the AptarGroup, the services of the Company’s employees, whether
full-time or part-time.






	11.2	 	This non-competition obligation shall apply to the entire territory of
the European Union in its 2004 boundaries.
	 
	 	 	The geographic scope of this clause shall apply both to the location of
the domicile or registered office of the above-mentioned private
individual or corporate entity having a Competing or Similar Activity and
to the pursuit of the Competing or Similar Activity as such.
	 
	11.3	 	The present clause shall apply for a period of 2 (two) years commencing
on the date of the effective termination of the present contract, whether
or not Jacques Blanié works for the duration of his period of notice and
regardless of the reason for the termination of the present contract.
	 
	11.4	 	In consideration for this non-competition obligation, Jacques Blanié
shall receive, except in the event of gross misconduct, a fixed amount for
special compensation equal to 50% (fifty percent) of the average monthly
salary received by him during his last 3 (three) months’ presence in the
Company. This compensation shall be paid as from the effective end of his
activity.
	 
	11.5	 	In the event Jacques Blanié does not comply with the present clause, the
Company shall be released from its obligation to pay financial
compensation.
	 
	 	 	Furthermore, Jacques Blanié shall automatically owe a sum corresponding
to 2 (two) years’ salary based on the average monthly salary received by
him during the last 3 (three) months’ presence in the Company. Such sum
shall be paid to the Company for each infringement observed, without
formal notice to end the competing activity being necessary.
	 
	 	 	The payment of such sum does not exclude any right that the Company
reserves to sue Jacques Blanié for compensation for the harm actually
caused and to take out an injunction to ensure that he ends the Competing
or Similar Activity.
	 
	11.6	 	However, the Company reserves the option of releasing Jacques Blanié from
the non-competition obligation.
	 
	 	 	In this case, the Company shall inform Jacques Blanié accordingly by
registered letter, return receipt requested, within one month of
notification of the termination of his employment contract.





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	 	 	The Company shall then be released from its obligation to pay the
financial compensation provided for in paragraph 4 above.





Article 12 – Miscellaneous





	12.1	 	The cancellation of any one of the provisions of this contract shall not
terminate the contract as long as the litigious clause is not considered
by both parties as essential and determining to the agreement herein, and
the cancellation does not challenge the general balance of the contract.
In the event of cancellation of any of the provisions herein, the parties
shall, in any case, endeavor to negotiate in good faith the drawing up of
an economically equivalent clause.
	 
	12.2	 	The failure of either party to enforce at any time any provision of this
contract shall not be construed as a waiver of such provision.
	 
	12.3	 	Any waiver by a party of any of its rights, or any change of any
provision of this contract, shall not come into force except in writing,
and if duly signed by both parties.
	 
	12.4	 	Any dispute, controversy or claim arising out of or in connection with
this contract, or the breach, termination or invalidity hereof, that the
parties are unable to resolve between themselves, shall be submitted to
the French Conciliation Board (“Conseil des Prud’hommes") or to any court
having jurisdiction thereof on the date the dispute is filed.
	 
	12.5	 	This employment contract is drawn up in two original copies.





	 	 	 
	 

	 	Executed in Louveciennes

On January 10, 2003,
	 
	 	 
	

	 	On behalf of

Seaquist Perfect Dispensing SAS
	 
	 	 
	

	 	/s/ François Boutan
	

	 	
 
	 

	 	François Boutan

Président
	 
	 	 
	

	 	(«Read and Approved»)
	 
	 	 
	

	 	/s/ Jacques Blanie
	

	 	
 
	

	 	Jacques Blanie








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