Prepared by R.R. Donnelley Financial -- 2002 Non-Employee Directors Stock Option Plan



  
 Exhibit 10.22 
  
  
 CONSTAR INTERNATIONAL INC. 
  
 2002 NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN 
  
 









 CONSTAR INTERNATIONAL INC. 
  
 2002 NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN 
  
 1.    Purpose of the Plan 
  
 The purpose of the Plan is to promote
the interests of the Company by attracting and retaining valued Non-Employee Directors, and to motivate these individuals to exercise their best efforts on our behalf, and to encourage ownership of the Company’s stock by such directors.

  
 2.    Definitions 
  
 2.1  “Board” means the Board of Directors of the Company. 
  
 2.2  “Change in Control” means: 
  
 (i)  The acquisition, after the effective date of the Plan, by an individual, entity or group (within the meaning of Section 13(d)(3) or 14 (d)(2) of the 1934 Act) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the 1934 Act) of more than 30% of the combined voting power of the voting securities of the Company entitled to vote generally in the election of directors (the “Voting Securities”); provided, however, that the following
acquisitions shall not constitute a Change in Control: (a) any acquisition, directly or indirectly, by or from the Company or any Subsidiary of the Company, or by any employee benefit plan (or related trust) sponsored or maintained by the Company or
any Subsidiary of the Company, (b) any acquisition by any underwriter in
 







 
connection with any firm commitment underwriting of securities to be issued by the Company, or (c) any acquisition by any corporation if, immediately following such acquisition, 70% or more of
the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation (entitled to vote generally in the election of directors), is beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities who, immediately prior to such acquisition, were the beneficial owners of the Common Stock and the Voting Securities in substantially the same proportions, respectively, as
their ownership, immediately prior to such acquisition, of the Common Stock and Voting Securities; or 
  
 (ii)  The occurrence of, a reorganization, merger or consolidation other than a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the beneficial
owners, immediately prior to such reorganization, merger or consolidation, of the Common Stock and Voting Securities beneficially own, directly or indirectly, immediately after such reorganization, merger or consolidation 70% or more of the then
outstanding common stock and voting securities (entitled to vote generally in the election of directors) of the corporation resulting from such reorganization, merger or consolidation in substantially the same proportions as their respective
 
 

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ownership, immediately prior to such reorganization, merger or consolidation, of the Common Stock and the Voting Securities; or 
  
 (iii)  The occurrence of, (a) a complete liquidation or substantial dissolution of the Company, or (b) the sale or other disposition of all or
substantially all of the assets of the Company, other than to a subsidiary, wholly-owned, directly or indirectly, by the Company; or 
  
 (iv)  During any period of twenty-four (24) consecutive months commencing upon the effective date of the Plan, the individuals at the beginning of any such period who constitute the Board and
any new director (other than a director designated by a person or entity who has entered into an agreement with the Company or other person or entity to effect a transaction described in paragraphs (i), (ii) or (iii) above) whose election by the
Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of any such period or whose election or
nomination for election was previously so approved, cease for any reason to constitute a majority of the Board. 
  
 2.3  “Code” means the Internal Revenue Code of 1986, as amended. 
 

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 2.4  “Committee” means the committee designated by the Board
to administer the Plan under Section 4.  
  
 2.5  “Common Stock” means the common stock of
the Company, par value $.01 per share, or such other class or kind of shares or other securities resulting from the application of Section 7. 
  
 2.6  “Company” means Constar International Inc., a Delaware corporation, or any successor corporation. 
  
 2.7  “Fair Market Value” means, on any given date, the closing price of a share of Common Stock on the principal national securities exchange on which
the Common Stock is listed on such date or, if Common Stock was not traded on such date, on the last preceding day on which the Common Stock was traded. If at any time such Common Stock is not listed on any securities exchange, the Fair Market Value
shall be the fair value of such Common Stock as determined in good faith by the Committee 
  
 2.8  “Holder” means a Non-Employee Director who receives an Option. 
  
 2.9  “1934 Act” means the Securities Exchange Act of 1934, as amended. 
 

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 2.10  “Non-Employee Director” means a member of the Board who
meets the definition of a “non-employee director” under Rule 16b-3(b)(3) promulgated by the Securities and Exchange Commission under the 1934 Act. 
  
 2.11  “Non-Qualified Option” means an Option not intended to be an incentive stock option as defined in Section 422 of the Code. 
  
 2.12  “Option” means the right granted from time to time under Section 6 of the Plan to purchase Common Stock for a
specified period of time at a stated price. 
  
 2.13  “Participant” means a Non-Employee Director
who meets the eligibility criteria of Section 3. 
  
 2.14  “Plan” means the Constar International
Inc. 2002 Non-Employee Directors’ Stock Option Plan herein set forth, as amended from time to time. 
  
 2.15  “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company (or any subsequent parent of the Company) if each of the corporations other than
the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 
 

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 3.    Eligibility 
  
 All Non-Employee Directors who are not nominated to be a member of the Board by Crown Cork & Seal Company, Inc. pursuant to the
                     Agreement are eligible to receive a grant of Options. 
  
 4.    Administration and Implementation of Plan 
  
 4.1  The Plan shall be administered by the Committee, which subject to ratification by the Board, shall have full power to interpret and administer the Plan and full authority to act in selecting the Participants to whom
Options will be granted, in determining the times at which Options will be granted, in determining the amount of Options to be granted to each such Participant, the terms and conditions of Options granted under the Plan and the terms of the
agreements to be entered into with Holders. 
  
 4.2  Subject to ratification by the Board, the
Committee’s powers shall also include, but not be limited to, the power to grant Options that are transferable by the Holder; and to determine the effect, if any, of a Change in Control of the Company upon outstanding Options. Upon a Change in
Control, the Committee may, subject to ratification by the Board, on a Holder by Holder basis, (i) fully vest Options issued under the Plan, (ii) cancel any outstanding Options in exchange for a cash payment of an amount equal to the difference
between the then Fair Market Value of the Option less the option or exercise price of the Option, (iii)
 
 

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after having given the Holder a chance to exercise any outstanding Options, terminate any or all of the Holder’s unexercised Options, or (iv) where the Company is not the surviving
corporation, cause the surviving corporation to assume or replace all outstanding Options with comparable awards. 
  
 4.3  Subject to ratification, the Committee shall have the power to adopt regulations for carrying out the Plan and to make changes in such regulations as it shall, from time to time, deem advisable. Subject to
ratification, the Committee shall have the power unilaterally and without approval of a Holder to amend an existing Option in order to carry out the purposes of the Plan so long as such an amendment does not take away any benefit granted to a Holder
by the Option and as long as the amended Option comports with the terms of the Plan. Any interpretation by the Committee (ratified by the Board) of the terms and provisions of the Plan and the administration thereof, and all action taken by the
Committee (ratified by the Board), shall be final, binding and conclusive for all purposes and upon all Holders. 
  
 5.    Shares of Stock Subject to the Plan 
  
 5.1  Subject to adjustment as provided in Section 7, the total number of shares of Common Stock available for the grant of Options under the Plan shall be 30,000 shares. Any shares issued hereunder may consist, in whole or
in part, of authorized and unissued shares or treasury shares. If any shares subject
 
 

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to any Option granted hereunder are forfeited or such Option otherwise terminates without the issuance of such shares or the payment of other consideration in lieu of such shares, the shares
subject to such Option, to the extent of any such forfeiture or termination, shall again be available for grant under the Plan. 
  
 5.2  Any shares issued by the Company through the assumption or substitution of outstanding grants from an acquired company shall not reduce the shares available under the Plan. 
  
 6.    Options 
  
 Options give a Non-Employee Director the right to purchase a specified number of shares of Common Stock from the Company for a specified time period at a fixed price. Options granted under the Plan will be Non-Qualified
Stock Options and shall be subject to the following terms and conditions: 
  
 6.1  Option
Grants:    Options shall be evidenced by a written Option Agreement. Such Option Agreements shall conform to the requirements of the Plan, and may contain such other provisions as the Committee shall deem advisable. 

 
 6.2  Number of Options:    On the effective date of the Plan and thereafter, on
the first business day following the date of the Company’s annual meeting of shareholders, the Committee shall grant to each then current Non-Employee Director an Option to purchase the number of shares of Common Stock
 
 

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calculated by dividing $10,000 ($15,000 in the case of a Non-Employee Director who is Chairman of the Board) by the Black-Scholes value of an Option to purchase a single share of Common Stock.
However, the Committee in its sole discretion may determine that the performance of any or all Participants warrants a greater or lesser number of Options. 
  
 6.3  Option Price:    The price per share at which Common Stock may be purchased upon exercise of an Option shall be
determined by the Committee, but shall be not less than the Fair Market Value of a share of Common Stock on the date of grant. 
  
 6.4  Term of Options:    An Option Agreement shall specify when an Option may be exercisable and the terms and conditions applicable thereto. The term of an Option shall
in no event be greater than five years. 
  
 6.5  Payment of Option
Price:    An Option may be exercised only for a whole number of shares of Common Stock. The Committee shall establish the time and the manner in which an Option may be exercised. The option price of the shares of Common Stock
received upon the exercise of an Option shall be paid: (i) in full in cash at the time of the exercise or, (ii) with the consent of the Committee, in whole or in part in Common Stock held by the Holder for at least six months valued at Fair Market
Value on the date of exercise. 
 

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 6.6  Termination:    If a
Participant terminates from his position as a Non-Employee Director for any reason, any unexercised Option granted to the Participant may thereafter be exercised by the Participant (or, where appropriate, the Participant’s transferee or legal
representative), to the extent it was exercisable at the time of termination or on such accelerated basis as the Committee may determine at or after grant, for a period of 90 days from the date of such termination or until the expiration of the
stated term of the Option, whichever period is shorter. 
  
 7.    Adjustments upon Changes in Capitalization

  
 In the event of a reorganization, recapitalization, stock split, spin-off, split-off, split-up, stock
dividend, issuance of stock rights, combination of shares, merger, consolidation or any other change in the corporate structure of the Company affecting Common Stock, or any distribution to stockholders other than a cash dividend, or any change in
the corporate structure of a Subsidiary, the Committee, subject to ratification by the Board, shall make appropriate adjustment in the number and kind of shares authorized by the Plan and any other adjustments to outstanding Options as it determines
appropriate. No fractional shares of Common Stock shall be issued pursuant to such an adjustment. The Fair Market Value of any fractional shares resulting from adjustments pursuant to this Section shall, where appropriate, be paid in cash to the
Holder. Subject to ratification by
 
 

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the Board, the determinations and adjustments made by the Committee pursuant to this Section 7 shall be conclusive. 
  
 8.    Effective Date, Termination and Amendment 
  
 The Plan shall become effective on                     . The Plan shall remain in full force and effect until the earlier of
five years from the date of its adoption by the Board, or the date it is terminated by the Board. The Board shall have the power to amend, suspend or terminate the Plan at any time, provided that no such amendment shall be made without stockholder
approval which shall (i) increase (except as provided in Section 7) the total number of shares available for issuance pursuant to the Plan; (ii) change the class of employees eligible to be Holders; or (iii) change the provisions of this Section 8.
Termination of the Plan pursuant to this Section 8 shall not affect Options outstanding under the Plan at the time of termination. 
  
 9.    Transferability 
  
 Except as provided below, Options may not
be pledged, assigned or transferred for any reason during the Holder’s lifetime, and any attempt to do so shall be void and the relevant Option shall be forfeited. The Committee may grant Options that are transferable by the Holder during his
lifetime, but such Options shall be transferable only to the extent specifically provided in the agreement
 
 

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entered into with the Holder. The transferee of the Holder shall, in all cases, be subject to the provisions of the agreement between the Company and the Holder. 
  
 10.    General Provisions 
  
 10.1  Nothing in the Plan or any Option granted pursuant to the Plan shall be deemed to create any obligation on behalf of the Board to nominate any Participant for re-election to the Board
by the Company’s shareholders. 
  
 10.2  To the extent that Federal laws (such as the 1934 Act, the
Code or the Employee Retirement Income Security Act of 1974) do not otherwise control, the Plan and all determinations made and actions taken pursuant hereto shall be governed by the law of the State of Delaware and construed accordingly.

  
 10.3  The Committee may amend any outstanding Options to the extent it deems appropriate;
provided, however, except as provided in Section 7, no Option may be repriced, replaced, regranted through cancellation, or modified without shareholder approval if the effect would be to reduce the exercise price for the shares
underlying the Option. The Committee may amend Options without the consent of the Holder, except in the case of amendments adverse to the Holder, in which case the Holder’s consent is required to any such amendment. 
  
 *    *    *    *    *    * 
  
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 To record the adoption of the Plan, the Company has caused its authorized
officers to affix its corporate name and seal this          day of                     ,
2002. 
  
 
	 [CORPORATE SEAL]
 	  	 CONSTAR INTERNATIONAL INC.
 
	 
	 Attest:                                    
                             
 	  	 By:                                     
                                        
     
 

 
  
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