exv10w1



 





Exhibit 10.1




APTARGROUP, INC.

STOCK OPTION AGREEMENT

FOR EMPLOYEES




          AptarGroup, Inc., a Delaware corporation (the “Company”), hereby grants to
«FirstName» «LastName» (the “Employee”) as of June 3, 2004 (the “Option
Date”), pursuant to the provisions of the AptarGroup, Inc. 2004 Stock Awards
Plan (the “Plan”), a non-qualified option to purchase from the Company (the
“Option”) «options» shares of its Common Stock, $.01 par value (“Stock”), at
the price of $40.12 per share upon and subject to the terms and conditions set
forth below. Capitalized terms not defined herein shall have the meanings
specified in the Plan.



          1. Option
Subject to Acceptance of Agreement.



          The Option shall become null and void unless the Employee shall accept
this Agreement by executing it in the space provided below and returning it to
the Company.



          2. Time and Manner of Exercise of Option.



          2.1. Maximum Term of Option. In no event may the Option be exercised, in
whole or in part, after June 3, 2014 (the “Expiration Date”).



          2.2. Exercise of Option. (a) The Option shall become exercisable (i) on
June 3, 2005 with respect to [one-third] of the number of shares subject to the
Option on the Option Date, (ii) on June 3, 2006 with respect to an additional
[one-third] of the number of shares subject to the Option on the Option Date,
(iii) on June 3, 2007 with respect to the remaining [one-third] of the number
of shares subject to the Option on the Option Date, and (iv) as otherwise
provided pursuant to Sections 2.2(b), (c) and (f) hereof.



          (b) If the Employee’s employment by the Company terminates by reason of
retirement, the Option shall continue to be exercisable and become exercisable
in accordance with Section 2.2(a) and may thereafter be exercised by the
Employee or the Employee’s Legal Representative from the effective date of the
Employee’s termination of employment until the Expiration Date. For purposes
of this Agreement, “retirement” shall mean retirement either (i) at or after
age 55 after a minimum of ten years of employment with the Company or (ii) at
or after age 65. For purposes of this Section 2.2(b) only, employment with an
entity or business acquired by the Company shall be deemed to be employment
with the Company.



          (c) If the Employee’s employment by the Company terminates by reason of
permanent disability or death, the Option shall become fully exercisable and
may thereafter be exercised by the Employee or the Employee’s Legal
Representative, in the case of permanent disability, or the Employee’s Legal
Representative or Permitted Transferees, in the case of death,



 









 




in each case for
a period of three years from the effective date of the Employee’s termination
of
employment or until the Expiration Date, whichever period is shorter. For
purposes of this Agreement, “permanent disability” shall mean the inability of
the Employee to substantially perform his or her duties for a continuous period
of at least six months as determined by the Committee.




          (d) If the Employee’s employment by the Company terminates for any reason
other than retirement, permanent disability or death, the Option shall be
exercisable only to the extent that it was exercisable on the effective date of
the Employee’s termination of employment and may thereafter be exercised by the
Employee or the Employee’s Legal Representative for a period of one year from
the effective date of the Employee’s termination of employment or until the
Expiration Date, whichever period is shorter. The portion of the Option, if
any, which is not vested as of the effective date of the Employee’s termination
of employment shall be forfeited and canceled by the Company.



          (e) If the Employee dies on or prior to the Expiration Date following
termination of employment by reason of retirement, or if the Employee dies
during the three-year period following termination of employment by reason of
permanent disability, or if the Employee dies during the one-year period
following termination of employment for any reason other than retirement or
permanent disability, the Option shall be exercisable only to the extent that
it was exercisable on the date of such death and may thereafter be exercised by
the Employee’s Legal Representative or Permitted Transferees, as the case may
be, for a period of one year from the date of death or until the Expiration
Date, whichever period is shorter.



          (f) (1) In the event of a Change in Control (as defined in Appendix
A), the Option shall immediately become exercisable in full.



               (2) In the event of a Change in Control pursuant to paragraph (1) or (2)
of Appendix A, the Board of Directors (as constituted prior to such Change in
Control) may, in its discretion (subject to existing contractual arrangements),
require that the Option, in whole or in part, be surrendered to the Company by
the Employee and be immediately cancelled by the Company, and provide for the
Employee to receive a cash payment from the Company in an amount equal to the
number of shares of Stock subject to the Option immediately prior to such
cancellation (but after giving effect to any adjustment pursuant to Section
5(c) of the Plan in respect of any transaction that gives rise to such Change
in Control), multiplied by the excess, if any, of (i) the greater of (A) the
highest per share price offered to holders of common stock in any transaction
whereby the Change in Control takes place and (B) the Market Value of a share
of Stock on the date on which such Change of Control occurs over (ii) the
exercise price.



               (3) In the event of a Change in Control pursuant to paragraph (3) or (4)
of Appendix A, the Board of Directors (as constituted prior to such Change in
Control) may, in its discretion (subject to existing contractual arrangements):



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	(i)	 	require that shares of stock of the corporation resulting
from such Change in Control, or a parent corporation thereof, be
substituted for some or all of the
shares of Stock subject to the Option, with an appropriate and
equitable adjustment to the exercise price of such Option, as
determined by the Board of Directors, such adjustment to be made
without an increase in the aggregate purchase price; and/or
	 
	(ii)	 	require the Option, in whole or in part, to be surrendered to
the Company by the Employee, and to be immediately cancelled by the
Company, and provide for the Employee to receive (a) a cash payment
in an amount not less than the amount determined by multiplying the
number of shares of Stock subject to the Option immediately prior to
such cancellation (but after giving effect to any adjustment
pursuant to Section 5(c) of the Plan in respect of any transaction
that gives rise to such Change in Control), by the excess, if any,
of the highest per share price offered to holders of common stock in
any transaction whereby the Change in Control takes place over the
exercise price, (b) shares of stock of the corporation resulting
from such Change in Control, or a parent corporation thereof, having
a Market Value not less than the amount determined under clause (a)
above or (c) a combination of a payment of cash pursuant to clause
(a) above and the issuance of shares pursuant to clause (b) above.





          (4) The Company may, but is not required to, cooperate with the Employee
if the Employee is subject to Section 16 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), to assure that any cash payment or
substitution in accordance with this Section 2.2(f) to the Employee is made in
compliance with Section 16 and the rules and regulations thereunder.



          2.3. Method of Exercise. Subject to the limitations set forth in this
Agreement, the Option may be exercised by the Employee (i) by giving written
notice to the Company specifying the number of whole shares of Stock to be
purchased and accompanied by payment therefor in full in cash and (ii) by
executing such documents as the Company may reasonably request. The purchase
price of the shares being purchased may be paid in cash on behalf of the
Employee by a broker-dealer acceptable to the Company to whom the Employee has
submitted an irrevocable notice of exercise; provided, however, that the
Committee shall have sole discretion to disapprove of an election to use a
broker-dealer. No shares of Stock shall be issued until the full purchase
price has been paid.



          2.4.
Termination of Option. In no event may the Option be exercised after
it terminates as set forth in this Section 2.4. The Option shall terminate, to
the extent not exercised pursuant to Section 2.3 or earlier terminated pursuant
to Section 2.2, on the Expiration Date.



          2.5
Termination of Option and Forfeiture of Option Gain. (a) If at any
time prior to the earliest to occur of (i) the Expiration Date, (ii) the date
which is one year after the effective



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date of the Employee’s termination of
employment for any reason other than death and (iii) the date which is six
months after the Employee exercises any portion of the Option, the Employee:





     (1) directly or indirectly (whether as principal, agent,
independent contractor, partner or otherwise) engages in any type
of or accepts employment with or renders services to any Competing
Entity or takes any action inconsistent with the fiduciary
relationship of an employee to the employee’s employer; provided,
that, following a termination of employment, the Employee may
accept employment with a Competing Entity, the businesses of which
are diversified, and which with respect to one or more of its
businesses considered separately is not a Competing Entity,
provided, that the Company, prior to the Employee’s accepting such
employment, shall receive written assurances satisfactory to the
Company from such Competing Entity and from the Employee that the
Employee will not render services directly or indirectly in
connection with any Competing Product or be employed in a position
where the Employee could use or disclose confidential information
of the Company or an Affiliate or of any customer or client of the
Company or an Affiliate in connection with the Employee’s
employment responsibilities to the benefit of a Competing Entity;
or




     (2) directly or indirectly induces or attempts
to induce any employee, agent or customer of the
Company or any Affiliate to terminate such employment,
agency or business relationship; or




     (3) directly or indirectly, for the Employee or any Competing
Entity, sells or offers for sale, or assists in any way in the sale
of, Competing Products to any customer or client of the Company or
any Affiliate, upon which the Employee has called or which the
Employee has supervised while an employee of the Company or an
Affiliate; or




     (4) directly or indirectly engages in any activity which is
contrary, inimical or harmful to the interests of the Company or an
Affiliate, including but not limited to (x) violations of Company
policies, including the Company’s insider trading and
confidentiality policies and (y) disclosure or misuse of any
confidential information or trade secrets of the Company or an
Affiliate,


then the Option shall terminate automatically on the date the Employee engages
in such activity and the Employee shall pay the Company, within five business
days of receipt by the Employee of a written demand therefor, an amount in cash
determined by multiplying the number of shares of Stock purchased pursuant to
each exercise of the Option (without reduction for any shares of Stock
delivered by the Employee or withheld by the Company in satisfaction of the
purchase price or any tax withholding obligations) by the difference between
(A) the Market Value of a share of Stock on the date of such exercise and (B)
the purchase price per share of Stock set forth in the first paragraph of this
Agreement. For purposes of this Agreement, “Competing Entity”




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means any
business entity, regardless of its form (e.g. corporations, partnerships, sole
proprietorships, trusts and joint ventures), which sells any Competing Product
anywhere
worldwide which the Company or its Affiliates is engaged in business; and
“Competing Product” means any dispensing system including pumps, closures and
aerosal valves.




               (b) The Employee may be released from the Employee’s
obligations under Section 2.5(a) only if and to the extent the Committee
determines in its sole discretion that such a release is in the best interests
of the Company.



               (c) The Employee agrees that by executing this Agreement the Employee
authorizes the Company and its Affiliates to deduct any amount or amounts owed
by the Employee pursuant to Section 2.5(a) from any amounts payable by the
Company or any Affiliate to the Employee, including, without limitation, any
amount payable to the Employee as salary, wages, vacation pay or bonus. This
right of setoff shall not be an exclusive remedy and the Company’s or an
Affiliate’s election not to exercise this right of setoff with respect to any
amount payable to the Employee shall not constitute a waiver of this right of
setoff with respect to any other amount payable to the Employee or any other
remedy.



          3. Additional Terms and Conditions of Option.



          3.1. Nontransferability of Option. The Option may not be transferred by
the Employee other than by will or the laws of descent and distribution or
pursuant to beneficiary designation procedures approved by the Company. Except
to the extent permitted by the foregoing sentence, during the Employee’s
lifetime the Option is exercisable only by the Employee or the Employee’s Legal
Representative. Except to the extent permitted by the foregoing, the Option
may not be sold, transferred, assigned, pledged, hypothecated, encumbered or
otherwise disposed of (whether by operation of law or otherwise) or be subject
to execution, attachment or similar process. Upon any attempt to so sell,
transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the
Option, the Option and all rights hereunder shall immediately become null and
void.



          3.2. Withholding Taxes. As a condition precedent to any exercise of the
Option, the Employee shall, upon request by the Company, pay to the Company (or
shall cause a broker-dealer on behalf of the Employee in accordance with
Section 2.3 to pay to the Company) in addition to the purchase price of the
shares, such amount of cash as the Company may be required, under all
applicable federal, state, local or other laws or regulations, to withhold and
pay over as income or other withholding taxes (the “Required Tax Payments”)
with respect to such exercise of the Option. If the Employee shall fail to
advance the Required Tax Payments after request by the Company, the Company
may, in its discretion, deduct any Required Tax Payments from any amount then
or thereafter payable by the Company to the Employee.



          3.3. Compliance with Applicable Law. The Option is subject to the
condition that if the listing, registration or qualification of the shares
subject to the Option upon any



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securities exchange or under any law, or the
consent or approval of any governmental body, or the taking of any other action
is necessary or desirable as a condition of, or in connection with,
the purchase or delivery of shares hereunder, the Option may not be
exercised, in whole or in part, unless such listing, registration,
qualification, consent or approval shall have been effected or obtained. The
Company agrees to make every reasonable effort to effect or obtain any such
listing, registration, qualification, consent or approval.




          3.4. Delivery of Certificates. Upon the exercise of the Option, in whole
or in part, the Company shall deliver or cause to be delivered one or more
certificates representing the number of shares purchased against full payment
therefor. The Company shall pay all original issue or transfer taxes and all
fees and expenses incident to such delivery, except as otherwise provided in
Section 3.2.



          3.5. Option Confers No Rights as Stockholder. The Employee shall not be
entitled to any privileges of ownership with respect to shares of Stock subject
to the Option unless and until purchased and delivered upon the exercise of the
Option, in whole or in part, and the Employee becomes a stockholder of record
with respect to such delivered shares; and the Employee shall not be considered
a stockholder of the Company with respect to any such shares not so purchased
and delivered.



          3.6. Option Confers No Rights to Continued Employment. In no event shall
the granting of the Option or its acceptance by the Employee give or be deemed
to give the Employee any right to continued employment by the Company or any
Affiliate of the Company.



          3.7. Decisions of Board or Committee. The Board of Directors of the
Company or the Committee shall have the right to resolve all questions which
may arise in connection with the Option or its exercise. Any interpretation,
determination or other action made or taken by the Board of Directors or the
Committee regarding the Plan or this Agreement shall be final, binding and
conclusive.



          3.8. Company to Reserve Shares. The Company shall at all times prior to
the expiration or termination of the Option reserve and keep available, either
in its treasury or out of its authorized but unissued shares of Stock, the full
number of shares subject to the Option from time to time.



          3.9. Agreement Subject to the Plan. This Agreement is subject to the
provisions of the Plan (including the adjustment provision set forth in Section
5(c) thereof), and shall be interpreted in accordance therewith. The Employee
hereby acknowledges receipt of a copy of the Plan.



          4. Miscellaneous Provisions.



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          4.1. Meaning of Certain Terms. As used herein, (a) employment by the
Company shall include employment by an Affiliate of the Company, (b) the term
“Permitted Transferee” shall include any transferee (i) pursuant to a transfer
permitted under Section 5(b) of
the Plan and Section 3.1 hereof or (ii) designated pursuant to Section
5(f) of the Plan on the AptarGroup, Inc. 2004 Stock Awards Plan Beneficiary
Designation Form attached hereto as Exhibit A, and (c) the term “Legal
Representative” shall include a guardian, administrator, executor or other
person acting in a similar capacity.



          4.2. Successors. This Agreement shall be binding upon and inure to the
benefit of any successor or successors of the Company and any person or persons
who shall, upon the death of the Employee, acquire any rights hereunder in
accordance with this Agreement or the Plan.



          4.3. Notices. All notices, requests or other communications provided for
in this Agreement shall be made in writing by (a) actual delivery to the party
entitled thereto, (b) mailing to the last known address of the party entitled
thereto, via certified or registered mail, return receipt requested or (c)
telecopy with confirmation of receipt. The notice shall be deemed to be
received, in case of actual delivery, on the date of its actual receipt by the
party entitled thereto, in case of mailing, on the tenth calendar day following
the date of such mailing, and, in the case of telecopy, on the date of
confirmation of receipt.



          4.4. Governing Law. This Agreement shall be governed by, and interpreted
in accordance with, the internal laws of the State of Delaware.



          4.5. Reports Filed with the Securities and Exchange Commission. The
Company files periodic and current reports and proxy statements with the
Securities and Exchange Commission. These documents are available, free of
charge, on the website of the Securities and Exchange Commission (www.sec.gov)
and on the Company’s website (www.aptargroup.com, under Investor Relations /
Reports & SEC Filings), as soon as reasonably practicable after the material is
filed with, or furnished to, the Securities and Exchange Commission. Any of
these documents are available to the Employee in paper format, without charge,
upon written or oral request to the Company’s Investor Relations Department
located at 475 West Terra Cotta Avenue, Suite E, Crystal Lake, Illinois, 60014,
U.S.A., phone number 1-815-477-0424 or at the Human Resource Department at the
Employee’s work site.



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          4.6. Counterparts. This Agreement may be executed in two counterparts
each of which shall be deemed an original and both of which together shall
constitute one and the same instrument.



	 	 	 	 	 
	 	 	APTARGROUP, INC.
	 
	 	 	 	 
	 	 	
	 
	 	 	 	 
	

	 	By:
	 	Carl A. Siebel
	

	 	Title:
	 	President and Chief Executive Officer






Accepted this  
                  day of

                 
                  
 , 2004








              Employee





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	 	Appendix A
	

	 	to AptarGroup, Inc.
	

	 	Stock Option Agreement
	

	 	for Employees






For purposes of this Agreement, “Change in Control” shall mean:




          (1) the acquisition by any individual, entity or group (a “Person”),
including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of
the Exchange Act, of beneficial ownership within the meaning of Rule 13d-3
promulgated under the Exchange Act, of more than 50% of either (i) the then
outstanding shares of common stock of the Company (the “Outstanding Company
Common Stock”) or (ii) the combined voting power of the then outstanding
securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”);
provided, however,
that the following acquisitions shall not constitute a Change in Control: (A)
any acquisition directly from the Company (excluding any acquisition resulting
from the exercise of a conversion or exchange privilege in respect of
outstanding convertible or exchangeable securities unless such outstanding
convertible or exchangeable securities were acquired directly from the
Company), (B) any acquisition by the Company, (C) any acquisition by an
employee benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company or (D) any acquisition by any
corporation pursuant to a reorganization, merger or consolidation involving the
Company, if, immediately after such reorganization, merger or consolidation,
each of the conditions described in clauses (i), (ii) and (iii) of subsection
(3) of this Appendix A shall be satisfied; and provided, further that, for
purposes of clause (B), if any Person (other than the Company or any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company) shall become the beneficial owner of
more than 50% of the Outstanding Company Common Stock or more than 50% of the
Outstanding Company Voting Securities by reason of an acquisition by the
Company and such Person shall, after such acquisition by the Company, become
the beneficial owner of any additional shares of the Outstanding Company Common
Stock or any additional Outstanding Company Voting Securities and such
beneficial ownership is publicly announced, such additional beneficial
ownership shall constitute a Change in Control;



          (2) individuals who, as of the date hereof, constitute the Board (the
“Incumbent Board”) cease for any reason to constitute at least a majority of
such Board; provided, however, that any individual who becomes a director of
the Company subsequent to the date hereof whose election, or nomination for
election by the Company’s stockholders, was approved by the vote of at least a
majority of the directors then comprising the Incumbent Board shall be deemed
to have been a member of the Incumbent Board; and provided, further, that no
individual who was initially elected as a director of the Company as a result
of an actual or threatened solicitation by a Person other than the Board for
the purpose of opposing a solicitation by any other Person with respect to the
election or removal of directors or any other actual or



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threatened solicitation of proxies or consents by or on behalf of any
Person other than the Board shall be deemed to have been a member of the
Incumbent Board;




          (3) consummation of a reorganization, merger or consolidation unless, in
any such case, immediately after such reorganization, merger or consolidation,
(i) 50% or more of the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger or consolidation and 50%
or more of the combined voting power of the then outstanding securities of such
corporation entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially all of the
individuals or entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and the Outstanding Company Voting Securities
immediately prior to such reorganization, merger or consolidation and in
substantially the same proportions relative to each other as their ownership,
immediately prior to such reorganization, merger or consolidation, of the
Outstanding Company Common Stock and the Outstanding Company Voting Securities,
as the case may be, (ii) no Person (other than the Company, any employee
benefit plan (or related trust) sponsored or maintained by the Company or the
corporation resulting from such reorganization, merger or consolidation (or any
corporation controlled by the Company) and any Person which beneficially owned,
immediately prior to such reorganization, merger or consolidation, directly or
indirectly, more than 50% of the Outstanding Company Common Stock or the
Outstanding Company Voting Securities, as the case may be) beneficially owns,
directly or indirectly, more than 50% of the then outstanding shares of common
stock of such corporation or more than 50% of the combined voting power of the
then outstanding securities of such corporation entitled to vote generally in
the election of directors and (iii) at least a majority of the members of the
board of directors of the corporation resulting from such reorganization,
merger or consolidation were members of the Incumbent Board at the time of the
execution of the initial agreement or action of the Board providing for such
reorganization, merger or consolidation; or



          (4) consummation of (i) a plan of complete liquidation or dissolution of
the Company or (ii) the sale or other disposition of all or substantially all
of the assets of the Company other than to a corporation with respect to which,
immediately after such sale or other disposition, (A) 50% or more of the then
outstanding shares of common stock thereof and 50% or more of the combined
voting power of the then outstanding securities thereof entitled to vote
generally in the election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Company Common
Stock and the Outstanding Company Voting Securities immediately prior to such
sale or other disposition and in substantially the same proportions relative to
each other as their ownership, immediately prior to such sale or other
disposition, of the Outstanding Company Common Stock and the Outstanding
Company Voting Securities, as the case may be, (B) no Person (other than the
Company, any employee benefit plan (or related trust) sponsored or maintained
by the Company or such corporation (or any corporation controlled by the
Company) and any Person which beneficially owned, immediately prior to such
sale or other disposition, directly or indirectly, more than 50% of the
Outstanding Company Common Stock or the Outstanding Company Voting Securities,
as the case may be) beneficially



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owns, directly or indirectly, more than 50% of
the then outstanding shares of common stock
thereof or more than 50% of the combined voting power of the then outstanding
securities thereof entitled to vote generally in the election of directors and
(C) at least a majority of the members of the board of directors thereof were
members of the Incumbent Board at the time of the execution of the initial
agreement or action of the Board providing for such sale or other disposition.





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	 	Exhibit A
	

	 	to AptarGroup, Inc.
	

	 	Stock Option Agreement
	

	 	For Employees







APTARGROUP, INC.




2004 Stock Awards Plan




BENEFICIARY DESIGNATION FORM




          You may designate a primary beneficiary and a secondary beneficiary. You
can name more than one person as a primary or secondary beneficiary. For
example, you may wish to name your spouse as primary beneficiary and your
children as secondary beneficiaries. Your secondary beneficiary(ies) will
receive nothing if any of your primary beneficiaries survive you. All primary
beneficiaries will share equally unless you indicate otherwise. The same rule
applies for secondary beneficiaries.



Designate Your Beneficiary(ies):




	 	 	Primary Beneficiary(ies):


	 	 	

	 	 	

	 	 	Secondary Beneficiary(ies):


	 	 	

	 	 	

	 
	 	 	I certify that my designation of beneficiary set forth above is my free
act and deed.





	 	 	 
	

	 	 
	            Name of Employee

	 	Employee’s Signature
	                 (Please Print)
	 	 
	

	 	

	

	 	Date








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