exv10w3



 





Exhibit 10.3




APTARGROUP, INC.

STOCK OPTION AGREEMENT

FOR EMPLOYEES




          AptarGroup, Inc., a Delaware corporation (the “Company”), hereby grants to
«FirstName» «LastName» (the “Employee”) as of December 18, 2003 (the “Option
Date”), pursuant to the provisions of the AptarGroup, Inc. 2000 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 $37.63 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 January 20, 2013 (the “Expiration Date”).



          2.2. Exercise of Option. (a) The Option shall become exercisable (i) on
December 18, 2004 with respect to one-third of the number of shares subject to
the Option on the Option Date, (ii) on December 18, 2005 with respect to an
additional one-third of the number of shares subject to the Option on the
Option Date, (iii) on December 18, 2006 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 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.



          (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.



          (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) Notwithstanding any provision in this Agreement, in the event of a
Change in Control (as defined in Appendix A) pursuant to paragraph (a) (3) or
(a) (4) of Appendix A in connection with which the holders of Stock receive
shares of common stock that are registered under Section 12 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), the Option shall
immediately become exercisable in full.



          (2) Notwithstanding any provision in this Agreement, in the event of a
Change in Control pursuant to paragraph (a)(1) or (a)(2) of Appendix A, or in
the event of a Change in Control pursuant to paragraph (a)(3) or (a)(4) of
Appendix A in connection with which the holders of Stock receive consideration
other than shares of common stock that are registered under Section 12 of the
Exchange Act, the Option shall be surrendered to the Company by the Employee,
the Option shall immediately be canceled by the Company, and the Employee shall
receive, not later than the tenth calendar day following the occurrence of a
Change in Control pursuant to paragraph (a)(1) or (a)(2) of Appendix A or not
later than the tenth calendar day following the approval of the stockholders of
the Company contemplated by paragraph (a)(3) or (a)(4) of Appendix A, as the
case may be, 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 3.3 in respect
of any transaction that gives rise to such Change in Control or is the subject
of such approval of stockholders), multiplied by the excess, if any, of (i) (A)
in the case of a Change in Control pursuant to paragraph (a)(1) of Appendix A,
the greatest of (x) the highest price paid per share by an Acquiring Person
within the two-year period immediately preceding the Stock Acquisition Date,
(y) the Fair Market Value of a share of Stock on the date on which the
Acquiring Person became such and (z) the Fair Market Value of a share of Stock
on the Stock Acquisition Date, (B) in the case of a Change in Control pursuant
to paragraph (a)(2) of Appendix A, the Fair



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Market Value of a share of Stock on the date on which such Change in
Control occurs, or (C) in the case of a Change in Control pursuant to paragraph
(a)(3) or (a)(4) of Appendix A, the highest price per share of Stock offered to
stockholders of the Company in the transaction that is the subject of the
approval of stockholders giving rise to the Change in Control, over (ii) the
purchase price per share of Stock subject to the Option (after giving effect to
any adjustment pursuant to Section 3.3 in respect of any transaction that gives
rise to such Change in Control or is the subject of such approval of
stockholders). The Company may, but is not required to, cooperate with any
person who is subject to Section 16 of the Exchange Act to assure that any cash
payment in accordance with the foregoing to such person 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 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
Conflicting Organization or accepts employment with or renders
services to any Conflicting Organization 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 Conflicting
Organization, the businesses of which are diversified, and which
with respect to one or more of its businesses considered separately
is not a Conflicting Organization, provided that the Company, prior
to the Employee’s accepting such employment, shall receive written
assurances satisfactory to the Company from such Conflicting
Organization and from the Employee that the Employee will not
render services directly or indirectly in connection with any
Conflicting Product or be employed in a position where the Employee
could use or disclose Confidential Information



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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 Conflicting
Organization; 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
Conflicting Organization, sell or offer for sale, or assist in any
way in the sale of, Conflicting 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 (i) violations of Company
policies, including the Company’s insider trading and
confidentiality policies, (iii) disclosure or misuse of any
confidential information or trade secrets of the Company or an
Affiliate and (iv) participation in any activity not approved by
the Board which could reasonably be foreseen as contributing to or
resulting in a Change in Control,


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
(i) the Market Value of a share of Stock on the date of such exercise and (ii)
the purchase price per share of Stock set forth in the first paragraph of this
Agreement.




               (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.



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          3. Additional Terms and Conditions of Option.



          3.1. Nontransferability of Option. The Option may not be transferred by
the Employee other than (i) by will or the laws of descent and distribution or
pursuant to beneficiary designation procedures approved by the Company or (ii)
as otherwise set forth in this Agreement. 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. Adjustment.
In the event of any stock split, stock dividend,
recapitalization, reorganization, merger, consolidation, combination, exchange
of shares, liquidation, spin-off or other similar change in capitalization or
event, or any distribution to holders of Stock other than a regular cash
dividend, the number and class of securities subject to the Option and the
purchase price per security shall be appropriately adjusted by the Committee
without an increase in the aggregate purchase price. If any adjustment would
result in a fractional security being subject to the Option, the Company shall
pay the Optionee, in connection with the first to occur after such adjustment
of (i) the exercise of the Option in whole or in part and (ii) the expiration,
cancellation, termination or forfeiture or the Option in whole or in part, an
amount in cash determined by multiplying (i) the fraction of such security
(rounded to the nearest hundredth) by (ii) the excess, if any, of (A) the
Market Value on the exercise date over (B) the exercise price of the Option.
The decision of the Committee regarding any such adjustment shall be final,
binding and conclusive.



          3.4. 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 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,



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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.




          3.5. 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.



          3.6. 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.



          3.7. 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.



          3.8. 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.



          3.9. 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.



          3.10. Agreement Subject to the Plan. This Agreement is subject to the
provisions of the Plan, and shall be interpreted in accordance therewith. The
Employee hereby acknowledges receipt of a copy of the Plan.



          4. Miscellaneous Provisions.



          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



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AptarGroup, Inc. 2000 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. 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.



          4.6. 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 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 will be made available to the Optionee 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,



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U.S.A., phone number 1-815-477-0424 or to the Human Resource Department at the
Optionee’s work site.




	 	 	 	 	 
	 	 	APTARGROUP, INC.
	 
	 	 	 	 
	 	 	
	

	 	By:
	 	Carl A. Siebel
	

	 	Title:
	 	President and Chief Executive Officer







     Accepted
this
           day of



                    , 2003








               Employee





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	 	Appendix A

to AptarGroup, Inc.

Stock Option Agreement

for Employees






For purposes of this Agreement:




          (a) “Change in Control” shall mean:



          (1) the occurrence of a Stock Acquisition Date, as defined in the
Company’s Rights Agreement, dated as of April 6, 1993, and as amended from time
to time (provided that if a successor rights agreement is adopted, then as
defined in such agreement, and if the Company’s Rights Agreement is (i)
terminated or expires without a successor agreement thereto, then as defined in
the latest terminating or expiring rights agreement at the time of such
termination or expiration, or (ii) amended or a successor rights agreement is
adopted and, in either such case, does not define Stock Acquisition Date, then
as last defined in the Company’s Rights Agreement or successor rights
agreement).



          (2) individuals who, as of April 23, 1993, constitute the Board of
Directors (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 such date 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 election contest, as such terms are used in
Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of
1934, as amended, or any other actual or 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) approval by the stockholders of the Company of a reorganization,
merger or consolidation unless, in any such case, immediately after such
reorganization, merger or consolidation, (i) more than 60% of the combined
voting power of the securities of the corporation then outstanding and 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 of the outstanding securities of the
Company entitled to vote generally in the election of directors of the Company
(“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 Voting Securities, (ii) no person
shall be an Acquiring Person, as defined in the Company’s Rights Agreement
dated as of April 6, 1993, and as amended from time to time (provided that if a
successor rights agreement is adopted, then as



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defined in such agreement, and if the Company’s Rights Agreement is (i)
terminated or expires without a successor agreement thereto, then as defined in
the latest terminating or expiring rights agreement at the time of such
termination or expiration or (ii) amended or a successor rights agreement is
adopted and, in either such case, does not define Acquiring Person, then as
last defined in the Company’s Rights Agreement or successor rights agreement),
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 of Directors providing for such
reorganization, merger or consolidation; or




          (4) approval by the stockholders of the Company 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) more than 60% of the combined voting power of the securities
thereof then outstanding and 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 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 Stock
and the outstanding Company Voting Securities, as the case may be, (B) no
person shall be an Acquiring Person, 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.



          (b) “Fair Market Value” shall mean the closing price of a share of Stock
on the New York Stock Exchange Composite Transactions on the date as of which
such value is being determined, or, if there shall be no sale on such date, on
the next preceding date for which a sale is reported; provided, however, that
if Fair Market Value for any date cannot be so determined, Fair Market Value
shall be determined by the Committee by whatever means or method as the
Committee, in the good faith exercise of its discretion, shall at such time
deem appropriate.



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	 	Exhibit A

to AptarGroup, Inc.

Stock Option Agreement

For Employees







APTARGROUP, INC.




2000 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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