EXHIBIT 10.1




2006 Non-Qualified Stock
Option Award





 


May 17, 2006


2006 Stock
Option Grant for:


[Name
of Director]


This
notice confirms the grant of a non-qualified stock option to you by the Company
on May 2, 2006 to buy 6,400 shares of the Company’s common stock at $36.10 per share as outlined below.


 




	
  Grant Type

  	
   

  	
  Number of Shares

  	
   

  	
  Date First Exercisable

  	
   

  	
  Expiration Date

  
	
  Non-Qualified

  	
   

  	
  6,400

  	
   

  	
  May 2, 2007

  	
   

  	
  May 2, 2016

  






 


                This
stock option is subject to the initial exercise provisions shown above and in no  event are they exercisable
later than May 1, 2016.  These
options may expire before May 2, 2016 if your service as a director ends before
that date.


The
option is subject to the terms and conditions set forth in this letter, the
Summary of Key Terms and the West Pharmaceutical Services, Inc. 2004
Stock-Based Compensation Plan under which they are granted.


You
may exercise your options on Computershare’s Wealthviews
website (https://www.wealthviews.com/WST), or by calling Computershare’s
telephone hotline (1-866-423-5227).  You
will need your USER ID and PIN number. 
If you do not have your PIN number, contact Joanne Boyle in the Law
Department (610-594-2916) and she will assist you.  The only exercise that cannot be performed
over the website or hotline is a stock swap which can be handled via fax on the
form provided with this letter.  Joanne
Boyle can also assist you with this process.


Enclosed
with this award letter is an information packet that contains a form of
Irrevocable Notice of Exercise of Stock Option for Stock Swaps, a Summary of
Key Terms and a Participant Information Statement.  Details of the exercise and termination
provisions are contained in the enclosed Summary of Key Terms, which you should
read carefully.  The Participant
Information Statement, which contains additional information about the Plan,
including the U.S. federal tax consequences of awards based on the state of the
law at the time of the grant.  We
strongly suggest that you consult a qualified financial or tax advisor before
exercising your options or disposing of your stock.


	
  

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
  

  
	
   

  	
   

  	
  John R. Gailey III

  
	
   

  	
   

  	
  Secretary

  



 


JRG/kmt


Enclosures










 
  



 







2006 Non-Qualified Stock
Option Award





Summary of Key Terms (Excerpted from Participant Information
Statement) for


Director Stock Option Grants


 


	
   Option Price . . .

  	
   

  	
  . . . is the fair market value of West common stock
  on the grant date as determined by the Plan.

  
	
   First Exercisable Date . . .

  	
   

  	
  . . . is generally one
  year from the date of the grant, unless the options have become exercisable
  or have been terminated earlier. See events below.

  
	
   Total Exercise Price . . .

  	
   

  	
  . . . is equal to the
  exercise price per share specified in the grant multiplied by the total
  number of shares to be received, and is payable: . . . in cash (i.e., by
  delivery of a check), . . . in cash received from a broker-dealer whom the
  optionee has authorized to sell all or a portion of the Common Stock covered
  by the option, . . . by delivery of a number of shares of Common Stock held
  by the optionee for at least six months and valued at their fair market value
  on the date of exercise.

  
	
  Termination Event

  	
   

  	
  Exercisable Options

  	
   

  	
   

  	
  Unexercisable Options

  
	
   Termination of Employment . . . . . . for
  reasons other than retirement, cause, disability or death

  	
   

  	
  . . . expire 90 days
  after the date of termination, but not beyond the expiration date of the
  grant.

  	
   

  	
   

  	
  . . . expire at the
  close of business on the date of termination.

  
	
   . . . on account of death

  	
   

  	
  . . . may be exercised
  by the person the optionee names in the Will, the legal representative or the
  spouse, as the case may be, for up to 1 year following the date of death, but
  not beyond the expiration date of the grant.

  	
   

  	
   

  	
  . . . expire at the
  close of business on the date of death.

  
	
   . . . on account of retirement

  	
   

  	
  . . . may be exercised
  up to the full term of the grant.

  	
   

  	
   

  	
  . . . vest in full as
  of the date of retirement and immediately become exercisable for the full term
  of the grant.

  
	
   . . . on account of disability

  	
   

  	
  . . . may be exercised
  up to the full term of the grant.

  	
   

  	
   

  	
  . . . expire at the
  close of business on the date of termination.

  
	
   . . . for cause

  	
   

  	
  . . . expire on the
  commencement of business on the date of the termination.

  	
   

  	
   

  	
  . . . expire on the
  commencement of business on the date of the termination.

  



 










 
  








2006 Non-Qualified Stock
Option Award





 


 


	
   Death After Retirement

  	
   

  	
  . . . may be
  exercised by the person the optionee names in the Will, the legal
  representative or the spouse, as the case may be, for up to 1 year following
  the date of death, but not beyond the expiration date of the grant.

  	
   

  	
   

  	
  . . . expire at
  the close of business on the date of death.

  
	
   Upon or following a Change of Control . . .

  	
   

  	
  . . . may be exercised
  for the full term of the grant.

  	
   

  	
   

  	
  . . . vest in full as
  of the date of the Change of Control and immediately become exercisable for
  the full term of the grant.

  



 


This Award and the
option granted hereunder is subject to the applicable terms and conditions of
the Plan, which are incorporated herein by reference, and in the event of any
contradiction, distinction or differences between this award letter and its
summary and the terms of the Plan, the terms of the Plan will control.