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Exhibit 10.9(b)    
  


 
  CONSOLIDATED CONTAINER HOLDINGS LLC
  2002 UNIT OPTION AGREEMENT    
  


        THIS AGREEMENT (the "Agreement"), effective as of the Award Date (defined in paragraph 1 below), is made
and entered into by and between Consolidated Container Holdings LLC, a Delaware limited liability company (the "Company"), and the individual named in
Exhibit A attached hereto (the "Participant"). 


WITNESSETH:  


        WHEREAS, the Company has implemented the Consolidated Container Holdings LLC 1999 Unit Option Plan (the
"Plan"), which provides for the grant of options to selected officers, key employees, and consultants of the Company or its Subsidiaries to purchase
Units of the Company; 


        WHEREAS, the committee that administers the Plan (the "Committee") has selected the
Participant to participate in the Plan and has awarded the Unit option herein described (the "Option") to the Participant; and 


        WHEREAS, the parties hereto desire to evidence in writing the terms and conditions of the Option; and 


        WHEREAS, the parties agree to cancel all previous options which Company may have previously granted to Participant, in accordance with
paragraph 10(j) hereof and enter into this new Agreement as the sole document governing options granted by Company to Participant. 


        NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, and as an inducement to the
Participant to continue as an employee of the Company
or its Subsidiary and/or to promote the success of the business of the Company and its Subsidiaries, the parties hereby agree as follows: 



        1.    Grant of Option.    The Company hereby grants to the Participant, upon the terms and subject to the conditions,
limitations and restrictions set forth in the Plan and in this Agreement, the Option to acquire the number of Units set forth in Exhibit A (the "Number of
Units"), at the exercise price set forth in Exhibit A (the "Exercise Price"), effective as of the award date set forth in
Exhibit A (the "Award Date"). The Participant hereby accepts the Option from the Company. 



        2.    Vesting.    Twenty (20) percent of the Units subject to the Option shall vest on each anniversary of the
Award Date while the Participant is employed (or if the Participant dies or suffers a disability while employed, as of the anniversary next following such death or disability);  provided, however, the
Option shall immediately vest in full as to all Units subject hereto upon any Sale of the Company;  provided, further, that the Option shall also vest up to such number of Units subject hereto as are
necessary to permit the Participant to participate
in any sale of Units in which the Participant is permitted or required to sell pursuant to Section 11.5 or 11.6 of the LLC Agreement. A "Sale of the
Company" shall occur if the Company engages in a merger, consolidation, recapitalization, reorganization or sale, lease or transfer of all or substantially all of the Company's
assets and (i) the Company and its members and affiliates immediately before such transaction beneficially own, immediately after or as a result of such transaction, equity securities of the
surviving or acquiring entity or such entity's parent entity (the "Acquiror") possessing less of the voting power of the Acquiror or such entity's
parent entity than another shareholder or member and (ii) the Company and its members and affiliates immediately before such transaction have fewer representatives on the Board of the Acquiror
than another shareholder or member, provided that a Sale of the Company shall not be deemed to occur upon any public offering or series of such offerings of securities of the Company or its affiliates
that results in any such change in beneficial ownership. 


        3.    Exercise.    In order to exercise the Option with respect to any vested Units hereunder, the Participant shall
provide written notice to the Company at its principal executive office. At the time of 










exercise, the Participant shall pay to the Company the Option price per Unit set forth in Section 1 times the number of vested Units as to which
the Option is being 






exercised.
The Participant shall make such payment by delivering (a) cash or (b) a check or (c) at the Committee's option, any other consideration that the Committee determines is
consistent with the Plan and applicable law. If the Option is exercised in full, the Participant shall surrender this Agreement to the Company for cancellation. If the Option is exercised in part, the
Participant shall surrender this
Agreement to the Company so that the Company may make appropriate notation hereon or cancel this Agreement and issue a new agreement representing the unexercised portion of the Option. 


        Prior
to acquiring any of the Units pursuant to the Option, the Participant shall execute and deliver the Special Unit Acquisition, Ownership and Redemption Agreement attached as  Exhibit A to the Plan
and the LLC Agreement. 



        4.    Who May Exercise.    The Option shall be exercisable during the lifetime of the Participant only by the
Participant. To the extent exercisable after the Participant's death, the Option shall be exercised only by the Participant's representatives, executors, successors or beneficiaries. 


        5.    Expiration of Option.    The Option shall expire, and shall not be exercisable with respect to any  vested Units hereunder as
to which the Option has not been exercised, on the first to occur of (a) the10th anniversary of the Award Date or
(b) one year after the Participant ceases to be an employee of the Company for any reason; provided, however, that the Committee may, by written
notice to the Participant, immediately terminate the Option (a) if the Participant is terminated for dishonesty or other acts detrimental to the interests of the Company or its Subsidiaries, or
for willful and continuing failure to perform his or her duties, or (b) if the Participant Competes (as defined below) with the Company or its Subsidiaries. The Option shall expire, and shall
not be exercisable, with respect to any unvested Units hereunder and with respect to any Units as to which the Exercise Price exceeds the Fair Market
Value (determined as of the date of such termination), immediately upon the termination of the Participant's employment with the Company for any reason or when the Participant ceases to be a member of
the management committee of the Company for any reason. 


        For
purposes of this Section 5, the term "Compete" shall mean, directly or indirectly (i) to be engaged in or have financial interest (other than an ownership position of
less than 5% in any company whose share are publicly traded or any non-voting non-convertible debt securities in any company) in any business which directly competes with the
business of the Company or any of its Subsidiaries or (ii) to solicit or offer employment to any person who has been employed by the Company or any of its Subsidiaries at any time during the
12 months immediately preceding such solicitation. 



        6.    Tax Withholding.    Any provision of this Agreement to the contrary notwithstanding, the Company may take such
steps as it deems necessary or desirable for the withholding of any taxes that it is required by law or regulation of any governmental authority, federal, state or local, domestic or foreign, to
withhold in connection with any of the Units subject hereto. 


        7.    Transfer of Option.    The Participant shall not, directly or indirectly, sell, transfer, pledge, encumber or
hypothecate ("Transfer") the Option or the rights and privileges pertaining thereto other than by will or the laws of descent and distribution. Any
permitted transferee to whom the Participant shall Transfer the Option pursuant to this Section 7 shall agree to be bound by this Agreement. The Option is not liable for or subject to, in whole
or in part, the debts, contracts, liabilities or torts of the Participant, nor shall it be subject to garnishment, attachment, execution, levy or other legal or equitable process. 


        8.    Certain Legal Restrictions.    The Company shall not be obligated to sell or issue any Units upon the exercise
of the Option or otherwise unless the issuance and delivery of such Units shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable
federal or state securities laws. As a condition to the exercise of the Option or the sale by the Company of any additional Units to the Participant, the Company may require the Participant to make
such representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of applicable federal or state securities laws. The Company shall
not be liable for refusing to sell or issue any Units if the Company cannot obtain authority from the appropriate regulatory bodies deemed by the Company to be 






necessary
to lawfully sell or issue such Units. In addition, the Company shall have no obligation to the Participant, express or implied, to list, register or otherwise qualify any of the
Participant's Units. The Units issued upon the exercise of the Option may not be transferred except in accordance with applicable federal or state securities laws. At the Company's option, the
certificate evidencing Units issued to the Participant may be legended as follows: 



THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY
NOT BE SOLD, ASSIGNED, TRANSFERRED OR PLEDGED EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. 




        9.    Plan Incorporated.    The Participant accepts the Option herein subject to all the provisions of the Plan, which
are incorporated herein, including the provisions that authorize the Committee to administer and interpret and make adjustments pursuant to the Plan and that provide that the Committee's decisions,
determinations and interpretations with respect to the Plan are final and conclusive on all persons affected thereby. Except as otherwise set forth in this Agreement, terms defined in the Plan have
the same meanings herein. 


        10.    Miscellaneous.    


        (a)  The
granting of the Option herein shall impose no obligation upon the Participant to exercise the Option or any part thereof. Nothing herein contained shall affect the
right of the Company to terminate the Participant at any time, with or without cause, or shall be deemed to create any rights to employment on the part of the Participant. 


        (b)  The
rights and obligations arising under this Agreement are not intended to and do not affect the employment relationship or other relationship that otherwise exists
between the Company and the Participant, whether such employment relationship is at will or defined by an employment contract, or otherwise. 


        (c)  Neither
the Participant nor any person claiming under or through the Participant shall be or shall have any of the rights or privileges of a member of the Company in
respect of any of the Units issuable upon the exercise of the Option herein unless and until such Units shall have been issued and delivered to the Participant or such Participant's agent. 



        (d)  Any
notice to be given to the Company under the terms of this Agreement or any delivery of the Option herein to the Company shall be addressed to the Company at its
principal executive offices, and any notice to be given to the Participant shall be addressed to the Participant at the address set forth beneath his or her signature hereto, or at such other address
for a party as such party may hereafter designate in writing to the other. Any such notice shall be deemed to have been duly given if mailed, postage prepaid, addressed as aforesaid. 


        (e)  Subject
to the limitations herein on the transferability by the Participant of the Option and any Units, this Agreement shall be binding upon and inure to the benefit of
the representatives, executors, successors or beneficiaries of the parties hereto. 


        (f)    This
Agreement shall be construed in accordance with, and the rights of the parties shall be governed by, the laws of the State of Delaware applicable to contracts
entered into and to be performed in the State of Delaware. 


        (g)  If
any provision of this Agreement is declared or found to be illegal, unenforceable or void, in whole or in part, then the parties shall be relieved of all obligations
arising under such provision, but only to the extent that it is illegal, unenforceable or void, it being the intent and agreement of the parties that this Agreement shall be deemed amended by
modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent or, if that is not possible, by substituting therefore another provision that is legal and
enforceable and achieves the same objectives. 







        (h)  All
section titles and captions in this Agreement are for convenience only, shall not be deemed part of this Agreement, and in no way shall define, limit, extend or
describe the scope or intent of any provisions of this Agreement. 


        (i)    The
parties shall execute all documents, provide all information, and take or refrain from taking all actions as may be necessary or appropriate to achieve the purpose
of this Agreement. 


        (j)    This
Agreement, including Exhibit A, which is attached hereto and incorporated herein, constitutes the entire agreement among the parties hereto pertaining to the
subject matter hereof and supersedes all prior agreements and understandings pertaining thereto including, without limitation, any prior Consolidated Container Holdings LLC Unit Option Agreements
between Company and Participant. In this regard, Participant acknowledges the following: (i) that Company is hereby canceling any and all options Company may have granted to Participant
pursuant to any previous Consolidated Container Holdings LLC Unit Option Agreement between Participant and Company or pursuant to any other written or oral promise from Company to grant options to
Participant and (ii) that the Options granted to Participant hereunder represent the sole Company options in which Participant will have any interest following Participant's execution hereof. 



        (k)  No
failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy
consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition. 


        (l)    This
Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such
parties are not signatories to the original or the same counterpart. 


        (m)  At
any time and from time to time the Committee may execute an instrument providing for modification, extension, or renewal of any outstanding option, provided that no
such modification, extension or renewal shall impair the option in any respect without the consent of the holder of the option. Except as provided in the preceding sentence, no supplement,
modification or amendment of this Agreement or waiver of any provision of this Agreement shall be binding unless executed in writing by all parties to this Agreement. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision of this Agreement (regardless of whether similar), nor shall any such waiver constitute a continuing
waiver unless otherwise expressly provided. 


        (n)  In
addition to all other rights or remedies available at law or in equity, the Company shall be entitled to injunctive and other equitable relief to prevent or enjoin
any violation of the provisions of this Agreement. 


        (o)  The
Participant's spouse joins this Agreement for the purpose of agreeing to and accepting the terms of this Agreement and to bind any community property interest he or
she has or may have in the Option, any vested portion or any unvested portion of the Option, any Units acquired upon exercise of the Option and any other Units held by the Participant. 


        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Award Date. 



	 	 	COMPANY:
	 	 	Consolidated Container Holdings LLC
	

 	
 	

By:	

 
	 	 	 	
 Stephen E. Macadam

President & Chief Executive Officer
	 	 	 	 









	PARTICIPANT:	 	PARTICIPANT'S SPOUSE:
	

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	Date:	 	 	 	Date:	 	 
	 	 	
	 	 	 	








 
 

EXHIBIT A
  TO
  CONSOLIDATED CONTAINER HOLDINGS LLC
  2002 UNIT OPTION AGREEMENT    
  



	Participant	 	 
	Number of Units	 	 
	Exercise Price	 	 
	Award Date	 	 











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Exhibit 10.9(b)


CONSOLIDATED CONTAINER HOLDINGS LLC 2002 UNIT OPTION AGREEMENT

EXHIBIT A TO CONSOLIDATED CONTAINER HOLDINGS LLC 2002 UNIT OPTION AGREEMENT