exv10w2



 





Exhibit 10.2




APTARGROUP, INC.

STOCK OPTION AGREEMENT

FOR NON-EMPLOYEE DIRECTORS




          AptarGroup, Inc., a Delaware corporation (the “Company”), hereby grants to
                 
                  
  (the “Optionee”) as of
                         ,                     (the “Option Date”),
pursuant to the provisions of the AptarGroup, Inc. 2004 Director Option Plan
(the “Plan”), a non-qualified option to purchase from the Company (the
“Option”)            
            shares of its Common Stock, $.01 par value (“Stock”), at the
price of $            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 optionee 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                                       ,                     (the “Expiration Date”).



          2.2. Exercise of Option. (a) The Option shall become exercisable (i) on
                                      ,                     with respect to 2,000 shares, (ii) on the earlier to occur of
(a) each anniversary of the Award Date and (b) the day immediately preceding
the date of that year’s annual meeting of stockholders, with respect to an
additional 2,000 shares until such Option shall have become exercisable in full
and (iii) as otherwise provided pursuant to Sections 2.2(b) and (e) hereof.



          (b) If the Optionee ceases to be a director of the Company by reason of
permanent disability or death, the Option shall become fully exercisable and
may thereafter be exercised by the Optionee or the Optionee’s Legal
Representative, in the case of permanent disability, or the Optionee’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 Optionee’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 Optionee to substantially perform his or her duties for a continuous period
of at least six months as determined by the Committee.



          (c) If the Optionee ceases to be a director of the Company for any reason
other than permanent disability or death, the Option shall be exercisable only
to the extent that it was exercisable on the effective date of the Optionee’s
ceasing to be a director and may



 









 




thereafter be exercised by the Optionee or the
Optionee’s Legal Representative or Permitted
Transferees, as the case may be, for a period of five years from the
effective date of the Optionee’s ceasing to be a director 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 Optionee’s ceasing to
be a director shall be forfeited and canceled by the Company.




          (d) If the Optionee dies during the five-year period following such
Optionee’s ceasing to be a director, 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 Optionee’s Legal Representative or Permitted Transferees,
as the case may be, until the fifth anniversary of the effective date of the
Optionee’s ceasing to be a director or until the Expiration Date, whichever
period is shorter.



          (e)(1) In the event of a Change in Control (as defined in Appendix A), the
Option shall become fully vested as of the date of the Change in Control.



                (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 Optionee and be immediately cancelled by the Company, and provide for the
Optionee 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 11
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):




	(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 Optionee, and to be immediately cancelled by the
Company, and to provide for the Optionee 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 11 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 Optionee
if the Optionee 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(e) to the Optionee 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 Optionee (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
Optionee by a broker-dealer acceptable to the Company to whom the Optionee 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 2.4.3.
 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.



               3. Additional Terms and Conditions of Option.



               3.1. Nontransferability of Option. The Option may not be transferred by
the Optionee other than by will or the laws of descent and distribution or
pursuant to Section 10 of the Plan on a beneficiary designation form approved
by the Company. During the Optionee’s lifetime, the Option is exercisable only
by the Optionee or the Optionee’s Legal Representative. Except as 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 Optionee shall, upon request by the Company, pay to the Company (or
shall cause a broker-dealer on behalf of the Optionee 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 Optionee 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 Optionee.




               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 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 Optionee 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 optionee becomes a stockholder of record
with respect to such delivered shares; and the Optionee 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 Continue to Serve as a Director. In no
event shall the granting of the Option or its acceptance by the Optionee give
or be deemed to give the Optionee any right to continue to serve, to be elected
or reelected to serve or to be nominated to serve as a director of the Company.



               3.7. Decisions of Board or Committee. As provided in the Plan, the Board
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 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
11 thereof), and
shall be interpreted in accordance therewith. The Optionee hereby
acknowledges receipt of a copy of the Plan.



               4. Miscellaneous Provisions.



               4.1.
Meaning of Certain Terms. As used herein, (a) the term “Permitted
Transferee” shall include any transferee pursuant to a transfer permitted under
Section 10 of the Plan and Section 3.1 hereof and (b) 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 Optionee, 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.



	 	 	 
	 

	 	APTARGROUP, INC.
	 
	

	 	

	

	 	Name: Carl A. Siebel
	

	 	Title: President and Chief Executive Officer







Accepted this
             day of


             ,
200   .












              Director



 









 








	 	 	 
	

	 	Appendix A
	

	 	to AptarGroup, Inc.
	

	 	Stock Option Agreement
	

	 	for Non-Employee Directors






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 Securities Exchange Act of 1934, as amended (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
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



 









 




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.




 









 








	 	 	 
	

	 	Exhibit A
	

	 	to AptarGroup, Inc.
	

	 	Stock Option Agreement
	

	 	For Non-Employee Directors







APTARGROUP, INC.




2004 Director Option 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 Director

	 	Director’s Signature
	     (Please Print)
	 	 
	

	 	

	

	 	Date