<PAGE>
                                                                    EXHIBIT 10.7

                            PLASTIPAK HOLDINGS, INC.

                        2002 RESTRICTED STOCK BONUS PLAN

                                October 16, 2002


         1. Purpose. The purpose of the PLASTIPAK HOLDINGS, INC., 2002
RESTRICTED STOCK BONUS PLAN (the "Plan") is to promote the best interest of
PLASTIPAK HOLDINGS, INC., a Michigan corporation ("Company"), and its
shareholders by encouraging employees of the Company to acquire a proprietary
interest in the Company through restricted stock, thus identifying their
interests with those of shareholders and encouraging the employees to make
greater efforts on behalf of the Company. This Plan is not intended to replace,
modify or amend the existing Plastipak Holdings, Inc. Amended and Restricted
Stock Bonus Plan, as the same may be amended, or amended and restated from time
to time. The two Plans shall remain in full force and effect, and shall be
administered separately in accordance with their respective terms and
conditions.

         2. Employee Definition. As used in this Plan, the term "employee" means
an individual with an "employment relationship" with the Company or an
affiliate, as defined in Regulation 1.421-7(h) of the Income Tax Regulations,
and the term "employment" means employment with the Company.

         3. Administration. The Plan shall be administered by the Board of
Directors (or any committee established by the Board for this purpose) of the
Company (the "Board"). The Board shall interpret the Plan, prescribe, amend, and
rescind rules and regulations relating to the Plan, and make all other
determinations necessary or advisable for its administration. The decision of
the Board on any question concerning the interpretation of the Plan or any
restricted stock award granted under the Plan shall be final and binding upon
all Participants.

         4. Participants. Participants in the Plan shall be such employees
(including employees who are directors) of the Company, as well as other
non-employees who serve as directors or who otherwise provide services to the
Company, as the Board may select from time to time, and upon such terms and
conditions as the Board may, within its sole discretion, determine from time to
time.

         5. Stock. The stock subject to awards of restricted stock under the
Plan shall be the Common Stock of the Company (the "Common Stock"). The total
amount of Common Stock on which restricted stock may be granted under the Plan
shall not exceed 5,450 shares, subject to adjustments in accordance with Section
7. Any restricted stock awards that are forfeited may be added back to the
number of available shares hereunder, and awarded again by the Board.

<PAGE>




         6. Restricted Stock.

                  (a) Award of Restricted Stock; Acknowledgment of Restrictions
Agreement. Subject to the terms and conditions of the Plan, the Board, at any
time and from time to time, may grant shares of restricted stock under this Plan
to such employees and other eligible individuals (also referred to as
"Participants") in such amounts as it shall determine. Each grant of restricted
stock shall be evidenced by a Restricted Stock Agreement between the Participant
and the Company in such form and containing such provisions not inconsistent
with the Plan as the Board shall direct (the "Restricted Stock Agreement") that
shall specify the terms and conditions of the grant, including the restriction
period, or periods, the vesting periods, the number of restricted stock shares
subject to the grant, and such other provisions, including performance goals, as
the Board shall determine. The Restricted Stock Agreement will contain a vesting
schedule not more restrictive than that set forth in Exhibit A.

                  (b) Transfer and Other Restrictions. Except as specifically
provided by the Plan or a Participant's Restricted Stock Agreement, the shares
of restricted stock granted hereunder may not be transferred, pledged, assigned,
or otherwise alienated or hypothecated until the termination of the applicable
restriction period or for such period of time as shall be established by the
Board and specified in the Restricted Stock Agreement. Provided further, the
Board shall have the discretion to waive the applicable restriction period with
respect to all or any part of a restricted stock grant. All rights with respect
to the restricted stock granted to a Participant shall be exercisable during a
Participant's lifetime only by the Participant or the Participant's legal
representative. The Board shall impose such other restrictions on any shares of
restricted stock granted under the Plan as it may deem advisable including,
without limitation, restrictions under applicable federal or state securities
laws, and may legend the certificates representing restricted stock to give
appropriate notice of such restrictions.

                  (c) Legend. In addition to any legends placed on certificates
at the direction of the Board, each certificate representing shares of
restricted stock shall bear the following legend:

                           The sale or other transfer of the shares of stock
                  represented by this certificate, whether voluntary,
                  involuntary or by operation of law, is subject to certain
                  restrictions on transfer set forth in the Plastipak Holdings,
                  Inc. 2002 Restricted Stock Bonus Plan ("Plan"), any rules and
                  administrative guidelines adopted pursuant to such Plan and a
                  Restricted Stock Agreement dated _____________, _____. A copy
                  of the Plan, such rules and such Restricted Stock Agreement
                  may be obtained from the Secretary of Plastipak Holdings, Inc.
                  ("Company"). Except as otherwise provided in


                                        2

<PAGE>



                  the Plan, and subject to applicable federal and state
                  securities laws, shares covered by each restricted stock grant
                  made under the Plan shall become freely transferable by the
                  Participant after the last day of the restricted period.
                  Subject to the provisions of Exhibit A to the Plan, once the
                  shares are released from the restriction, the Participant
                  shall be entitled to have the legend required by Section 6(c)
                  of the Plan removed from the certificate.

                  (d) Voting Rights and Dividends. During the restriction
period, Participants holding shares of restricted stock granted hereunder may
exercise full voting rights with respect to the restricted stock. Also, during
the restriction period, a Participant shall be entitled to receive all dividends
and other distributions paid with respect to shares of restricted stock. If any
dividends or distributions are paid in shares of Common Stock during the
restriction period, the dividend or other distribution shares shall be subject
to the same restrictions on transferability as the underlying shares of
restricted stock on which they were paid.

         7. Adjustments.

                  (a) Certain Stock Adjustments. The total amount of Common
Stock for which restricted stock may be granted under the Plan, and the number
of shares subject to any restricted stock award granted to a Participant shall
be appropriately adjusted for any increase or decrease in the number of
outstanding shares of Common Stock resulting from payment of a stock dividend on
Common Stock, a subdivision or combination of shares of Common Stock, or a
reclassification of Common Stock, and, pursuant to the paragraph below, in the
event of a merger in which the Company shall be the surviving corporation. The
foregoing adjustments and the manner of application of the forgoing provisions
shall be determined by the Board in its sole discretion. Any such adjustment may
provide for the elimination of any fractional share which might otherwise become
subject to an option.

                  (b) Change in Control.

                           (i) Notwithstanding any other provisions to the
         contrary in this Plan, upon a Change in Control (as defined below), all
         restrictions on outstanding restricted stock awards shall immediately
         lapse (except as may be provided in the Restricted Stock Agreement) and
         the Board, at its discretion, may make appropriate arrangements for the
         substitution of a new Common Stock for a Participant's restricted
         stock; provided, however, that to the extent that the lapse of
         restrictions is deemed to constitute a "golden parachute payment" under
         Section 280G of the Internal Revenue Code of 1986, as amended (the
         "Code") and such payment, when aggregated with other golden parachute
         payments to the Participant results in an "excess golden parachute
         payment" under Section 280G of the Code, any accelerated payment under
         this Section 7 shall be reduced to the highest



                                        3

<PAGE>

         permissible amount that shall not subject the Participant to an excess
         golden parachute excise tax under Section 4999 of the Code and shall
         entitle the Company to retain its full compensation tax deduction for
         the payment.

                           (ii) As used herein, "Change in Control" means the
         occurrence of any one of the following events:

                                    (A) If any person or group of persons (other
                  than members of the Young family, or an "Affiliate" of any
                  member of the Young family, or a trust established by or for a
                  member of the Young family) acting in concert, other than the
                  Company, an Affiliate of the Company, the holders of Common
                  Stock as of the date hereof or an employee benefit plan or
                  employee benefit plan trust maintained by the Company or a
                  subsidiary, becomes the "beneficial owner" (as such term is
                  defined in Rule 13d-3 of the Securities Exchange Act of 1934,
                  as amended, except that a person also shall be deemed the
                  beneficial owner of all securities which such person may have
                  a right to acquire, whether or not such right is presently
                  exercisable), directly or indirectly, of securities of the
                  Company representing greater than fifty (50%) percent or more
                  of the combined voting power of the Company's then outstanding
                  securities ordinarily having the right to vote in the election
                  of directors. For purposes hereof, the term "Affiliate", when
                  used with respect to a person or group, shall mean a person
                  that directly, or indirectly through one or more
                  intermediaries, controls, or is controlled by, or is under
                  common control with, such person or group; or

                                    (B) A liquidation or dissolution of the
                  Company, sale of all or substantially all of the assets of the
                  Company (other than to an entity whose board of directors or
                  management is controlled by members of the Young family), or a
                  merger, consolidation, share exchange or other combination in
                  which the Company is not the survivor (except for mergers and
                  similar transactions with entities whose board of directors or
                  management is controlled by members of the Young family).

For purposes of this Plan, the term "Young family" shall include, without
limitation, William C. Young, his spouse, and descendants.

         8. Rights Prior to Issuance of Shares. No Participant shall have any
rights as a shareholder with respect to shares covered by a restricted stock
award until the issuance of a stock certificate for such shares. No adjustments
shall be made for dividends or other rights with respect to such shares for
which the record date is prior to the date the certificate is issued.

         9. Non-Assignability. No restricted stock award shall be transferable
by a Participant except by will or the law of descent and distribution. No
transfer of a restricted



                                       4
<PAGE>

stock award by will or the laws of descent and distribution shall be effective
to bind the Company unless the Company shall have been furnished with written
notice thereof and a copy of the will or such evidence as the Company may deem
necessary to establish the validity of the transfer and the acceptance by the
transferee of the terms and conditions of a restricted stock award. A
Participant's rights to a restricted stock award may not be transferred,
pledged, assigned or otherwise alienated or hypothecated until the restrictions
lapse; provided, however, no transfer, pledge, assignment, alienation or
hypothecation of any Company stock to a competitor shall ever be permitted.

         10. Shareholder Agreement. As a condition precedent to the issuance of
any shares of Common Stock pursuant to the Plan, the transferee of such shares
shall enter into a Shareholder Agreement, in such form and containing such
provisions not inconsistent with the Plan as the Board shall direct, relative
to, among other things, certain restrictions on the transfer of the covered
shares of Common Stock (the "Shareholder Agreement"). Said Shareholder Agreement
shall contain a "bring-along" and "come-along" clause as follows:

                  (a) Bring-Along. In the event that any one or more
shareholder(s) propose(s) to sell greater than fifty (50%) percent of the
Company's stock, then such shareholder(s) ("Controlling Shareholder(s)") shall
promptly give written notice ("Notice") to all Participants ("Participants") at
least thirty (30) calendar days prior to the closing of such proposed sale. The
Notice shall describe in reasonable detail the proposed sale including, but
without limitation, the consideration to be paid and the terms of payment, the
name and address of the prospective purchaser(s) and any other material terms of
the proposed sale. The Participants shall have the right, exercisable upon
written notice to the Controlling Shareholder(s), within ten (10) calendar days
after receipt of the Notice, to participate in such sale. If the Participants
elect(s) to participate in the sale, he/they shall effect his/their
participation in the sale by promptly delivering to the Controlling
Shareholder(s) for transfer to the prospective purchaser(s) the stock
certificates representing the Participants' stock, properly endorsed for
transfer, or, if no such certificates have yet been delivered, a copy of their
Restricted Stock Agreement, together with an assignment, executed in blank,
conveying any interest they may have in any stock of the Company to which they
are or may become entitled. Such shares of stock or other rights to stock shall
be transferred to the prospective purchaser(s) for consummation of the sale, and
the Controlling Shareholder(s) shall remit to the Participants his/their pro
rata share of the "Net Sale Proceeds" paid by the purchaser(s) for all of the
Participants' Stock in the Company, as and when such proceeds are paid to the
Controlling Shareholder(s). As used herein, the phrase "Net Sale Proceeds" shall
mean the gross sale proceeds received for the Company stock reduced by all costs
incurred by the Company and/or the Controlling Shareholder(s) to analyze,
negotiate and consummate the sale of the Shareholders' stock.

                  (b) Come-Along. At any time the Company's Board of Directors
meet, or act by written consent in lieu of a meeting, to approve a Sale of the
Business (as hereafter defined), all of the Participants agree to cooperate
fully with the Company and the



                                       5
<PAGE>

purchaser(s) in any such Sale of the Business and to execute and deliver all
documents and instruments as the Company and the purchaser(s) reasonably request
to effectuate the Sale of the Business, including, without limitation, the sale
of some or all of the Participants' stock as may be requested by the
purchaser(s). As used herein, "Sale of the Business" shall mean any transaction
or series of transactions which results in the sale of all or substantially all
of the assets of the Company and its subsidiaries considered as one enterprise
by way of merger, consolidation or otherwise to any person(s) or entity which
results in the sale of greater than fifty (50%) percent of the Company's voting
capital stock. Upon the Sale of the Business, each Participant will receive
his/her pro rata share of the Net Consideration paid by the purchaser(s), as and
when such consideration is paid. As used herein, the phrase "Net Consideration"
shall mean the gross consideration paid by the purchaser(s) for the stock or
assets of the Company reduced by all costs incurred by the Company to analyze,
negotiate and consummate the Sale of the Business, and further reduced (in the
event of an asset sale) by all amounts needed to repay any and all of the debts
of the Company. Net Consideration shall not be deemed to include any payments to
key persons in exchange for future services to be rendered for the benefit of
the purchaser(s), or in consideration of an agreement by any such key person not
to compete.

         11. Securities Laws.

                  (a) Compliance. Anything to the contrary herein
notwithstanding, the Company's obligation to sell and/or deliver stock pursuant
to the lapse of restrictions on restricted stock is subject to such compliance
with federal and state laws, rules and regulations applying to the
authorization, issuance or sale of securities as the Company deems necessary or
advisable. The Company shall not be required to sell and/or deliver stock unless
and until it receives satisfactory assurance that the issuance or transfer of
such shares will not violate any of the provisions of the Securities Act of
1933, or the rules and regulations promulgated thereunder, the provisions of any
state laws governing the sale of securities, or that there has been compliance
with the provisions of such acts, rules, regulations and laws.

                  (b) Board Restrictions. The Board may impose such restrictions
on any shares of Common Stock acquired pursuant to the lapse of restrictions on
a restricted stock award granted under the Plan as it may deem advisable,
including, without limitation, restrictions (i) under applicable federal
securities laws and (ii) under any blue sky or state securities laws applicable
to such shares. No shares shall be issued until counsel for the Company has
determined that the Company has complied with all requirements under appropriate
securities laws.

         12. Withholding Taxes. The Company shall have the right to withhold
from a Participant's compensation or require a Participant to remit sufficient
funds to satisfy applicable withholding for income and employment taxes upon the
lapse of restrictions on a restricted stock award.



                                       6
<PAGE>

         13. Confidential Information. As a condition precedent to the award of
any restricted stock hereunder, a Participant shall, if so requested by the
Company, have entered into a proprietary rights and confidentiality agreement in
such form requested by the Company. If, prior to the date that the restrictions
on a restricted stock award lapse, a Participant breaches the foregoing
proprietary rights and confidentiality agreement, the Participant's rights with
respect to a restricted stock award shall cease and be forfeited as of the date
of such breach. The provisions of this Section 13 shall be in addition to, and
not in limitation of, any other agreements between the Company and a
Participant.

         14. Noncompetition. As a condition precedent to the award of any
restricted stock hereunder, a Participant shall, if so requested by the Company,
have entered into a noncompetition agreement in such form requested by the
Company. If a Participant breaches the foregoing noncompetition agreement, the
Participant's rights with respect to a restricted stock award (including vested
and non-vested restricted stock) shall cease and be forfeited as of the date of
such breach. The provisions of this Section 14 shall be in addition to and not
in limitation of any other agreements between the Company and a Participant.

         15. Termination and Amendment.

                  (a) In General. The Board may terminate the Plan, or the
awarding of restricted stock under the Plan, at any time.

                  (b) Amendment or Modification. The Board may amend or modify
the Plan at any time and from time to time, but no amendment or modification,
without the approval of the shareholders of the Company, shall (i) increase the
amount of Common Stock to which restricted stock awards may be granted; or (ii)
change the provisions relating to the eligibility of individuals to whom awards
may be granted.

                  (c) Consent of Affected Participants. No amendment,
modification, or termination of the Plan shall in any manner affect any
restricted stock award granted under the Plan without the consent of the
Participant holding the restricted stock. A Participant shall indicate his/her
consent to an amendment by execution of an "Acknowledgment, Acceptance and
Agreement to Abide by Terms." Notwithstanding the foregoing, the consent of a
Participant shall not be required by the Board to amend the Plan to comply with
any restrictive covenant affecting the repurchase or redemption of the
Participant's shares of stock to which the Company or any Company Affiliate is,
or in the future may become, contractually bound.

         16. Approval of Plan. This Plan has been approved by the unanimous
consent of the Board of Directors and shareholders of the Company, dated October
16, 2002.

         17. Effect on Employment. Neither the adoption of the Plan nor the
granting of any restricted stock award pursuant to it shall be deemed to create
any right in any individual to be retained or continued in the employment of the
Company.



                                       7
<PAGE>

         18. Use of Proceeds. The proceeds received from the sale of Common
Stock pursuant to the Plan will be used for general corporate purposes of the
Company.


                                        PLASTIPAK HOLDINGS, INC.


                                        By: /s/ William C.  Young
                                           --------------------------------
                                                William C. Young, President



                                       8
<PAGE>

                            PLASTIPAK HOLDINGS, INC.
                        2002 RESTRICTED STOCK BONUS PLAN

                                    EXHIBIT A

                         RESTRICTED STOCK AGREEMENT FOR

         THIS AGREEMENT made the day and year set forth in the Award Grant,
attached hereto and incorporated herein, by and between Plastipak Holdings, Inc.
("Company") and ______________ ("Participant").

                              W I T N E S S E T H:

         WHEREAS, Company has made an Award Grant to Participant under the
Company's 2002 Restricted Stock Bonus Plan ("Plan"), and

         WHEREAS, the Plan requires that the Participant acknowledge the terms
and conditions of the Plan as applied to the Participant by execution of this
Restricted Stock Agreement.

         NOW, THEREFORE, IT IS AGREED by the parties hereto, pursuant to the
mutual covenants and premises herein contained, that the Participant's Award
Grant will be subject to the following:

         1. Purchase Price. Each Restricted Stock Agreement shall provide that
the Participant shall pay the Company a per share purchase price, as set by the
Board from time to time, for each restricted share. The purchase price shall be
due and payable within sixty (60) months after the date of the award.

         2. Trigger Events. The Participant shall sell back to the Company, and
the Company shall purchase, the Participant's restricted shares upon the
occurrence of the earliest of the following events: termination of employment
for any reason or for no reason, with or without cause; retirement; death;
disability; institution of litigation or any other proceeding of any kind
(whether judicial or administrative) by the Participant against the Company with
respect to any employment-related matter (except for a proceeding involving
worker's compensation or the right to disability proceeds provided by Social
Security or third-party insurers); or breach or threatened breach of the
Participant's non-competition or confidentiality agreement. Notwithstanding the
foregoing, a Participant's obligation to sell his/her restricted stock back to
the Company, and the Company's obligation to purchase such restricted stock,
shall terminate upon the closing of an initial public offering of the Company's
common stock.

                                       9
<PAGE>

         3. Sales Price. The Sales Price for the restricted shares to be
purchased by the Company under Paragraph 2 shall be the sum of the following:
(1) Book value per share as of the last day of the fiscal year coincident with
or immediately preceding the Trigger Event, as determined by the then regularly
employed auditing firm of the Company, which determination shall be final and
binding on all parties, multiplied by the Participant's Vested Percentage; and
(2) Applicable Per Share Addition shown on Schedule A-1; provided, however, that
if the Participant is "terminated for cause" (as defined in Paragraph 5) or if
the Participant institutes litigation or any other proceeding of any kind
(whether judicial or administrative) against the Company with respect to any
employment related matter (except for a proceeding involving worker's
compensation or the right to disability proceeds provided by Social Security or
third party insurers) the Sales Price for all of the Participant's restricted
shares shall be $1.00 times the number of shares previously purchased.

         4. Vested Percentage. A Participant's "Vested Percentage" of the
Participant's restricted stock award shall be determined as follows:

<TABLE>
<CAPTION>
Years of Participation in This Plan                  Vested Percentage
-----------------------------------                  -----------------
<S>                                                  <C>
Less than 6 years                                              0%
6 years but less than 7 years                                 20%
7 years but less than 8 years                                 40%
8 years but less than 9 years                                 60%
9 years but less than 10 years                                80%
10 years or more                                             100%
</TABLE>

Notwithstanding the foregoing, in the event of a Participant's retirement at or
after age 65, death or disability, the Participant's Vested Percentage shall be
100%. "Disability" means permanent and total disability as defined in Section
22(e)(3) of the Internal Revenue Code of 1986, as amended. A Participant shall
also be 100% vested in the event of a "Change in Control," as defined in the
Plan.

         5. Forfeiture of Award. Each Restricted Stock Agreement shall provide
that a Participant's restricted stock award will be forfeited if the Participant
is "terminated for cause" or if the Participant institutes litigation or any
other proceeding of any kind (whether judicial or administrative) by the
Participant against the Company with respect to any employment-related matter
(except for a proceeding involving worker's compensation or the right to
disability proceeds provided by Social Security or third-party insurers).
"Termination for Cause" shall be determined by the Board in its sole discretion,
and shall include, by way of illustration and not by way of limitation,
termination by the Company of a Participant's employment because of the
Participant's personal dishonesty, willful misconduct, breach of fiduciary duty
involving personal profit, intentional failure to perform stated duties,
violation of any law, rule or regulation (other than minor traffic violations or
similar offenses), or breach or threatened breach of the Participant's
non-competition or confidentiality agreement.



                                       10
<PAGE>

         6. Conditions Affecting Award, Redemption and Repurchase.

                  A. Award Conditioned on Approval. Each Restricted Stock
                  Agreement shall provide that a Participant's award is subject
                  to the written permission and consent, if required, of the
                  Company's secured creditors and any other person or entity
                  whose permission is required

                  B. Redemption or Repurchase Restrictions in Other Contracts.
                  Each Restricted Stock Agreement shall provide that,
                  notwithstanding anything to the contrary contained in the
                  Restricted Stock Agreement, the Company shall not be obligated
                  to repurchase or redeem any common stock issued pursuant to
                  the terms of the Plan or otherwise, unless such repurchase or
                  redemption, when added to any other repurchases or redemptions
                  for the applicable fiscal year or other specified accounting
                  period, complies with each and every covenant under any loan
                  agreement, indenture, mortgage, or other contract relating to
                  financing arrangements by which the Company or any of the
                  Company Affiliates is, or may in the future become, bound,
                  which restrict payment(s) for the repurchase or redemption of
                  the capital stock (common stock) of the Company. This
                  provision shall apply to all repurchases or redemptions under
                  the Plan, including, without limitation, any repurchase(s) or
                  redemption(s) in connection with a change in control or bring
                  along or come along transaction pursuant to the 2002
                  Restricted Stock Bonus Plan.

         7. Terms of Payment. The Sales Price for the redemption of the
Participant's restricted stock shall be paid by the Company paying, at closing,
a down payment to the Participant equal to 20% of the Sales Price, and by
delivering a promissory note for the balance, providing for quarterly
installments over a period of five (5) years, bearing interest at the then
Applicable Federal Rate ("AFR") under IRC Code Section 1274(d). The Company
shall reserve the right to prepay the Note, in whole or in part, at any time,
and from time to time, without payment of a penalty or premium.

         8. Covenant Not to Compete. For a period of three (3) years following
termination of the Participant's employment, the Participant shall not engage in
and/or conduct within the continental United States and/or any foreign country
in which the Company has substantial business interests, directly or indirectly,
individually or in participation with, or in the employ of, others (excluding
the Company and its successors), as a partner, employee, shareholder, owner,
sole proprietor, trustee, beneficiary, officer, director, joint venturer, sales
representative, advisor, consultant or in any similar capacity and/or
relationship, the following activities:

                  A. The ownership, management, operation, lease, control of or
                  participation in any business, venture, activity or endeavor
                  which competes with the Business



                                       11
<PAGE>

                  (as hereinbelow defined) of the Company or which is engaged in
                  the same line of Business as the Company.

                  B. Suffers or permits any such business, venture, activity or
                  endeavor described or referred to in Subparagraph (A) above to
                  so compete with the Business of the Company or engage in the
                  same Business as the Company.

                  C. Solicits, influences, requests and/or advises, directly or
                  indirectly, any customer and/or supplier or prospective
                  customer and/or supplier of the Company to change, withdraw,
                  curtail or cancel their business or any part thereof with the
                  Company.

                  D. Solicits, influences, requests and/or advises, directly or
                  indirectly, any Employee and/or prospective employee to
                  terminate his employment with, or choose not to become
                  employed by, the Company.

                  E. Employs, or offers employment to, any Employee or former
                  Employee of the Company, except in connection with the
                  Business of the Company.

                  F. Discloses to any individual, firm, corporation or other
                  entity the name of any customer, supplier or Employee, or
                  prospective customer, supplier or employee, of the Company,
                  except in connection with the Business of the Company.

                  G. Discloses to any individual, firm, corporation or other
                  entity any confidential, financial or proprietary information,
                  including, but not limited to, any trade secret, business
                  method or process, customer list or customer contract,
                  regarding the Business of the Company, except as may be
                  required by his employment with the Company.

         Participant has knowledge of the affairs, trade secrets, customers,
potential customers and other proprietary, information of the Company, and
Participant acknowledges and agrees that compliance with the covenants set forth
in this Paragraph 8 is necessary for the protection of the Business, goodwill
and other proprietary interests of the Company, and that any violation of this
Paragraph 8 will cause severe and irreparable injury to the Business, goodwill
and proprietary interests of the Company, which injury is not adequately
compensable by money damages. Accordingly, in the event of a breach (or
threatened or attempted breach) of this Paragraph 8, the Company shall, in
addition to any other rights and remedies, (i) be entitled to immediate
appropriate injunctive relief or a decree of specific performance, without the
necessity of showing any irreparable injury or special damages, (ii) not be
obligated to issue any further shares hereunder to Participant, (iii) be
entitled to cause the forfeiture of any restricted stock award, and (iv) be
entitled to cease payments under any note issued under Paragraph 7 hereof.



                                       12
<PAGE>

         Participant acknowledges that, due to Participant's education and job
skill, Participant's adherence to the terms of this
confidentiality/non-competition provision will not deprive Participant of the
opportunity to obtain gainful employment with other companies serving different
product or geographic markets after the termination of Participant's employment
with the Company.

         Nothing herein shall be deemed to prevent Participant from holding less
than five (5%) percent of the outstanding publicly-traded securities of any
person, firm, or corporation.

         If, in any judicial proceeding, a court shall refuse to enforce any of
the covenants included herein, then said unenforceable covenant(s) shall be
deemed modified so as to become enforceable to the maximum extent permitted, and
if such modification is not permitted, then such unenforceable covenants shall
be deemed eliminated from these provisions for the purpose of the proceeding to
the extent necessary to permit the remaining separate covenants to be enforced.
It is the intent and agreement of the Company and Participant that these
covenants be given the maximum force, effect and application permissible under
law.

         The provisions of this Paragraph 8 shall survive the termination of the
Company's 2002 Restricted Stock Bonus Plan and Participant's employment with the
Company.

         For purposes of this Agreement, the "Business" of the Company shall be
defined as the past, present and future business or businesses of the Company,
engaged in, or planned for, as of the date of the Participant's termination of
employment. The current business is defined, generally, as: The design,
manufacture and marketing of blow-molded, polyethylene terephthalate ("PET") and
high density polyethylene ("HDPE") containers and recycled PET and HDPE
containers, including, by way of illustration and not by way of limitation,
containers in the categories listed below:

         1        Carbonated Beverages;
         2.       Consumer Cleaning Products;
         3.       Food Products;
         4.       Dairy, Juice, Bottled Water and Non-Carbonated Beverages;
         5.       Industrial, Automotive and Agricultural Products;
         6.       Health, Personal Care and Distilled Spirits; and
         7.       Beer and Related Beverages.


                                           ACCEPTED AND AGREED:


DATED: ______________                      ____________________________________




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<PAGE>

                                  SCHEDULE A-1

                        2002 RESTRICTED STOCK BONUS PLAN
                                       OF
                            PLASTIPAK HOLDINGS, INC.

                          APPLICABLE PER SHARE ADDITION

                       -----------------------------------

         For Participants: (i) whose shares are redeemed under Paragraph 3 of
this Restricted Stock Agreement on or after October 31, 2004, or for Recipients
who die, retire at age 65 or thereafter, or become totally and permanently
disabled at any time, the per share addition shall be $800.00; (ii) for
Recipients whose shares are redeemed under Paragraph 3 of this Restricted Stock
Agreement on or after October 31, 2003 and before October 31, 2004, the per
share addition shall be $640.00; (iii) for Recipients whose shares are redeemed
under Paragraph 3 of this Restricted Stock Agreement on or after October 31,
2002, and before October 31, 2003, the per share addition shall be $480.00; (iv)
for Recipients whose shares are redeemed under Paragraph 3 of this Restricted
Stock Agreement on or after October 31, 2001 and before October 31, 2002, the
per share addition shall be $320.00; (v) for Recipients whose shares are
redeemed under Paragraph 3 of this Restricted Stock Agreement on or after
October 31, 2000 and before October 31, 2001, the per share addition shall be
$160.00; and (vi) there shall be no addition for Recipients whose shares are
redeemed under Paragraph 3 of this Restricted Stock Agreement before October 31,
2000.




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