exv10w4



 





Exhibit 10.4




APTARGROUP, INC.

RESTRICTED STOCK AWARD AGREEMENT




     AptarGroup, Inc., a Delaware corporation (the “Company”), hereby grants
            
(the “Employee”) as of
             (the “Grant Date”), pursuant to
Section 4(d) of the AptarGroup, Inc. 2000 Stock Awards Plan (the “Plan”), a
restricted stock award (the “Award”) of
       shares of the Company’s Common
Stock, $0.01 par value (“Stock”), upon and subject to the restrictions, terms
and conditions set forth below. Capitalized terms not defined herein shall
have the meanings specified in the Plan.



     1. Award Subject to Acceptance of Agreement. The Award shall be 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. Rights as a Stockholder. The Employee shall not be entitled to any
privileges of ownership with respect to the shares of Stock subject to the
Award unless and until, and only to the extent, such shares become vested
pursuant to Paragraph 3 hereof and the Employee becomes a stockholder of record
with respect to such shares.



     3. Restriction Period and Vesting. (a) The Award shall vest (i) with
respect to
          shares of Stock subject to the Award on          , an
additional          shares of Stock subject to the Award on          , and the
remaining          shares of Stock subject to the Award on          , or (ii)
earlier pursuant to Section 3(c) or (e) hereof (the “Restriction Period”).



     (b) If the Employee’s employment by the Company terminates by reason of
retirement, the Award shall vest in accordance with Section 3(a)(i) or earlier
pursuant to Section 3(e) hereof; provided, however, that if the Employee dies
after such Employee’s termination of employment by reason of retirement, the
portion of the Award, if any, which is not vested as of the date of death shall
become fully vested as of the date of death.



     (c) If the Employee’s employment by the Company terminates by reason of
permanent disability or death, the Award shall become fully vested as of the
effective date of the Employee’s termination of employment or the date of
death, as the case may be. 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 portion of the Award,
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)(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 Award shall become
fully vested as of the date of the Change in Control.



     (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, this Agreement shall be surrendered to the Company by the
Employee, the Award shall 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 unvested shares of Stock subject to the Award immediately prior to such
cancellation (but after giving effect to any adjustment pursuant to Section 5.3
in respect of any transaction that gives rise to such Change in Control or is
the subject of such approval of stockholders), multiplied by (i) 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, (ii) in the case of a Change in Control pursuant to paragraph (a)(2) of
Appendix A, the Fair Market Value of a share of Stock on the date on which such
Change in Control occurs, or (iii) 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.
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.



     4. Termination of Award. In the event that the Employee shall forfeit all
or a portion of the shares of Stock subject to the Award, the Employee shall
promptly return this Agreement to the Company for cancellation. Such
cancellation shall be effective regardless of whether the Employee returns this
Agreement.



     5. Additional Terms and Conditions of Award.



     5.1 Nontransferability of Award. During the Restriction Period, the
shares of Stock subject to the Award and not then vested may not be transferred
by the Employee other than by will, the laws of descent and distribution or
pursuant to Section 5(f) of the Plan on a beneficiary designation form approved
by the Company. Except as permitted by the foregoing,



2









 





during the Restriction Period, the shares of Stock subject to the Award and not
then vested 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. Any such attempted
sale, transfer, assignment, pledge, hypothecation or encumbrance, or other
disposition of such shares shall be null and void.




     5.2. Withholding Taxes. As a condition precedent to the delivery to the
Employee of any shares of Stock subject to the Award, the Employee shall, upon
request by the Company, pay to the Company (or shall cause a broker-dealer on
behalf of the Employee to pay to the Company) 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 the Award. 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.



     5.3. Adjustment. In the event of any reorganization, recapitalization,
reclassification, merger, consolidation, or sale of all or substantially all of
the Company’s assets followed by a liquidation, which in any case is effected
in such a way that holders of Stock are entitled to receive securities or other
assets, including cash, with respect to or in exchange for Stock, or in the
event of any stock dividend, stock split, combination of shares or spin-off,
the number and class of shares subject to the Award shall be appropriately
adjusted by the Committee. The decision of the Committee regarding any such
adjustment shall be final, binding and conclusive.



     5.4. Compliance with Applicable Law. The award is subject to the
condition that if the listing, registration or qualification of the shares
subject to the Award 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 vesting
or delivery of shares hereunder, the shares of Stock subject to the Award may
not be delivered, in whole or in part, unless such listing, registration,
qualification, consent or approval shall have been effected or obtained, free
of any conditions not acceptable to the Company. The Company agrees to use
reasonable efforts to effect or obtain any such listing, registration,
qualification, consent or approval.



     5.5. Delivery of Certificates. Subject to Section 5.2, as soon as
practicable after the vesting of the Award, in whole or in part, the Company
shall deliver or cause to be delivered one or more certificates issued in the
Employee’s name (or such other name as is acceptable to the Company and
designated in writing by the Employee) representing the number of vested
shares. 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 5.2.



     5.6. Award Confers No Rights to Continued Employment. In no event shall
the granting of the Award 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









 





     5.7. 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 Award. 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.



     5.8. Company to Reserve Shares. The Company shall at all times prior to
the cancellation of the Award reserve and keep available, either in its
treasury or out of it authorized but unissued shares of Stock, the full number
of unvested shares subject to the Award from time to time.



     5.9. 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.



     6. Miscellaneous Provisions.



     6.1. Meaning of Certain Terms. As used herein, the term “vest” shall mean
no longer subject to forfeiture and all rights hereunder shall be deemed to be
vested. As used herein, employment by the Company shall include employment by
an Affiliate of the Company.



     6.2. 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.



     6.3. 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, request or other
communication shall be deemed to be received, in the case of actual delivery,
on the date of its actual receipt by the party entitled thereto, in the 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; provided,
however, that if a notice, request or other communication is not received
during regular business hours, it shall be deemed to be received on the next
succeeding business day of the Company.



     6.4. Governing Law. This Agreement and all determinations made and
actions taken pursuant hereto, to the extent not otherwise governed by the laws
of the United States, shall be governed by the laws of the State of Delaware
and construed in accordance therewith without giving effect to conflicts of
laws principles.



4









 





     6.5.
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.
	 
	 	 	 	 
	

	 	By:
	 	Carl A. Siebel

President and Chief Executive Officer







Accepted this ________ day of

___________, 2004




_________________________

Employee




5









 








	 	 	 
	 

	 	Appendix A

to AptarGroup, Inc.

Restricted Stock Award 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 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



6









 





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.



7









 





	 	 	 
	 

	 	Appendix A
	

	 	to AptarGroup, Inc.
	

	 	Restricted Stock Award 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








8