EX-10.11



 Exhibit 10.11 

 

MULTI PACKAGING SOLUTIONS INTERNATIONAL LIMITED 

2015 INCENTIVE AWARD PLAN 


STOCK OPTION GRANT NOTICE 

Capitalized terms not specifically defined in this Stock Option Grant Notice (the “Grant Notice”) have
the meanings given to them in the 2015 Incentive Award Plan (as amended from time to time, the “Plan”) of Multi Packaging Solutions International Limited (the “Company”). 

The Company hereby grants to the participant listed below (“Participant”) the stock option described in
this Grant Notice (the “Option”), subject to the terms and conditions of the Plan and the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”), both
of which are incorporated into this Grant Notice by reference. 
  

			
	Participant:	  	
		
	Grant Date:	  	
		
	Exercise Price per Share:	  	
		
	Shares Subject to the Option:	  	
		
	Final Expiration Date:	  	
		
	Vesting Commencement Date:	  	
		
	Vesting Schedule:	  	[To be specified in individual award agreements]
		
	Type of Option	  	Non-Qualified Stock Option

 By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the
Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the
Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement. 

 

									
	 MULTI PACKAGING SOLUTIONS

INTERNATIONAL LIMITED
	 		 	PARTICIPANT
					
	By:	 	  
	 		 	By:	 	  

	Print Name:	 	  
	 		 	Print Name:	 	  

	Title:	 	  
	 		 		 	








 Exhibit A 

STOCK OPTION AGREEMENT 

Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant
Notice, in the Plan. 
 ARTICLE I. 

GENERAL 
 1.1 Grant of
Option. Pursuant to the Grant Notice to which this Agreement is attached, the Company has granted to Participant the Option effective as of the grant date set forth in the Grant Notice (the “Grant Date”). 

1.2 Incorporation of Terms of Plan. The Option is subject to the terms and conditions set forth in this Agreement and the Plan, which is
incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control. 

ARTICLE II. 
 PERIOD OF
EXERCISABILITY 
 2.1 Commencement of Exercisability. The Option will vest and become exercisable according to the vesting
schedule in the Grant Notice (the “Vesting Schedule”) except that any fraction of a Share as to which the Option would be vested or exercisable will be accumulated and will vest and become exercisable only when a whole Share
has accumulated. Notwithstanding anything in the Grant Notice, the Plan or this Agreement to the contrary, unless the Administrator otherwise determines, the Option will immediately expire and be forfeited as to any portion that is not vested and
exercisable as of Participant’s Termination of Service for any reason. 
 2.2 Duration of Exercisability. The Vesting Schedule
is cumulative. Any portion of the Option which vests and becomes exercisable will remain vested and exercisable until the Option expires. The Option will be forfeited immediately upon its expiration. 

2.3 Expiration of Option. The Option may not be exercised to any extent by anyone after, and will expire on, the first of the following
to occur: 
 (a) The final expiration date in the Grant Notice; 

(b) Except as the Administrator may otherwise approve, the expiration of three (3) months from the date of Participant’s Termination
of Service, unless Participant’s Termination of Service is for Cause or by reason of Participant’s death or Disability; 
 (c)
Except as the Administrator may otherwise approve, the expiration of one (1) year from the date of Participant’s Termination of Service by reason of Participant’s death or Disability; and 

(d) Except as the Administrator may otherwise approve, Participant’s Termination of Service for Cause. 







 ARTICLE III. 

EXERCISE OF OPTION 
 3.1
Person Eligible to Exercise. During Participant’s lifetime, only Participant may exercise the Option. After Participant’s death, any exercisable portion of the Option may, prior to the time the Option expires, be exercised by
Participant’s Designated Beneficiary as provided in the Plan. 
 3.2 Partial Exercise. Any exercisable portion of the Option or
the entire Option, if then wholly exercisable, may be exercised, in whole or in part, according to the procedures in the Plan at any time prior to the time the Option or portion thereof expires, except that the Option may only be exercised for whole
Shares. 
 3.3 Tax Withholding. 

(a) The Company has the right and option, but not the obligation, to treat Participant’s failure to provide timely payment in accordance
with the Plan of any withholding tax arising in connection with the Option as Participant’s election to satisfy all or any portion of the withholding tax by requesting the Company retain Shares otherwise issuable under the Option. 

(b) Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the Option,
regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the Option. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the
treatment of any tax withholding in connection with the awarding, vesting or exercise of the Option or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the Option to reduce or
eliminate Participant’s tax liability. 
 ARTICLE IV. 

OTHER PROVISIONS 
 4.1
Adjustments. Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan. 

4.2 Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in
care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and
addressed to Participant (or, if Participant is then deceased, to the person entitled to exercise the Option) at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice
given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt
requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile
transmission confirmation. 
 4.3 Titles. Titles are provided herein for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement. 
 4.4 Conformity to Securities Laws. Participant acknowledges that the Plan, the
Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws. 

  
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 4.5 Successors and Assigns. The Company may assign any of its rights under this Agreement
to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan, this Agreement will be binding upon and inure to the benefit
of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. 
 4.6 Limitations Applicable to
Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the Option will be subject to any
additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such
exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule. 

4.7 Entire Agreement. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement
of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. 

4.8 Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the
provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement. 

4.9 Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided.
This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have
only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Option, and rights no greater than the right to receive the Shares as a general unsecured creditor with
respect to the Option, as and when exercised pursuant to the terms hereof. 
 4.10 Not a Contract of Employment. Nothing in the Plan,
the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are
hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a
Subsidiary and Participant. 
 4.11 Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of
any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument. 

* * * * * 

  
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