ex10_2.htm


    
 

     

    Exhibit
      10.2

     

    Ball
      Corporation

    Notification
      of Award of Performance Contingent Restricted Stock Units

    Under
      Ball Corporation’s 2005 Stock and Cash Incentive Plan

    
      


    

    


    


    Ball
      Corporation (“Corporation”) has awarded you, as of the effective date set forth
      below, Performance Contingent Restricted Stock Units issued pursuant to the
      Ball
      Corporation 2005 Stock and Cash Incentive Plan (“Plan”).  The award of
      the Performance Contingent Restricted Stock Units provides you the opportunity
      to receive common shares in the future contingent upon the Corporation achieving
      a specified performance measure.

    


    This
      award is subject to the specific
      terms and provisions contained in this Notification.   However, the Plan and
      Prospectus set
      forth all other terms and conditions which control the Performance Contingent
      Restricted Stock Unit Award.  To the extent any provision of this
      Notification conflicts with the express terms of the Plan, it is hereby stated
      that the terms of the Plan shall control and, if necessary, the provisions
      of
      this Notification shall be deemed amended so as to carry out the purpose and
      intent of the Plan.

    


    


    
      	
               

              Participant:

            	
               

              [     ]

            
	
               

              Grant
                Effective Date:

            	 
	
               

              Number
                of Performance Contingent

              Restricted
                Stock Units Awarded:

            	
               

              [     ]

            
	
               

               

              Restriction
                Lapse Criteria and Schedule:

            	
               

               

              If
                the Performance Measure is satisfied as set forth below, restrictions
                will
                lapse on 100% of the units on January 31 (or the first business day
                following if on a weekend or holiday).  Upon lapse of the
                restrictions, the Participant will be issued Ball Corporation Common
                Stock.  If the Performance Measure is not satisfied, the units
                will be forfeited.

            
	
               

              Performance
                Measure:

            	
               

              The
                Performance Measure for this Award is the Corporation’s return on average
                invested capital (“ROAIC”) over the applicable Performance Period as
                compared to the Corporation’s cost of capital.  The Performance
                Measure will be satisfied if during the performance period the
                Corporation’s average ROAIC is equal to or exceeds the Corporation’s
                estimated cost of capital.

            
	
               

              Performance
                Period:

            	
               

              The
                applicable performance period for this award is a 33 month period
                commencing at the beginning of the Corporation’s 2007 second quarter and
                ending December 31, 2009.

            
	
               

              Deferral
                Opportunity:

            	
               

              The
                Performance Contingent Restricted Stock Unit Award is not
                deferrable.

            


    

    



    
      
              

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                  Exhibit 10.2      
      

                  
      
    

      

    


    


    
      	
              Effect
                of Termination of Employment during the Performance
                Period:

            
	
               

              ·  Resignation/Termination/
                Retirement:

            	
               

              Upon
                termination prior to the end of the Performance Period for any reason
                other than death or disability, the outstanding Performance Contingent
                Restricted Stock Units will be forfeited.  If termination occurs
                after the end of the Performance Period for any reason other than
                death or
                disability, the restrictions on the outstanding Performance Contingent
                Restricted Stock Units will lapse on January 31 (or the first
                business day following if on a weekend or holiday), contingent on
                the
                achievement of the Performance Measure.

            
	
               

              ·  Death:

            	
               

              In
                the event of your death, the restrictions on the outstanding Performance
                Contingent Restricted Stock Units will immediately lapse and the
                unrestricted common stock will be issued to the person or persons
                defined
                as your beneficiary(ies).

            
	
               

              ·  Disability:

            	
               

              In
                the event of your disability as defined in the Plan, the restrictions
                on
                the outstanding Performance Contingent Restricted Stock Units will
                immediately lapse and the unrestricted common stock will be issued
                to
                you.

            
	
               

              Nontransferability:

            	
               

              Your
                Performance Contingent Restricted Stock Units may not be sold, pledged,
                assigned, hypothecated, transferred or disposed of in any manner
                other
                than by beneficiary designation, will or by laws of descent or
                distribution.

            
	
               

              Rights
                as a Shareholder:

            	
               

              You
                shall not have rights equivalent to those of a shareholder for outstanding
                Performance Contingent Restricted Stock Units.  You will not
                receive quarterly an amount equal to the quarterly dividends; and
                you will
                not be able to vote the units at the annual meeting of
                shareholders.

            
	
               

              No
                Right to Awards or to Employment:

            	
               

              No
                participant shall have any claim or right to be granted an Award
                in the
                future and the Award shall not be construed as giving the participant
                the
                right to continue in the employ of the
                Corporation.

            


    

    



    
      
              

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                  Exhibit 10.2      
      

                  
      
    

      

    


    


    
      	
              Employee
                Withholding Tax Requirements for Current Employees or Employees that
                Terminate After the End of the Performance
                Period:

            	
              At
                the end of the Performance Period if it is determined that the Performance
                Measure was achieved, you will be required, prior to the January 31
                (or the first business day following if on a weekend or holiday),
                lapse
                date, to elect the method in which you will meet the withholding
                tax
                obligation associated with the lapse of restrictions. You are required
                to
                remit payment of the taxes to the Corporation. Acceptable methods
                of
                payment of the tax obligation are:

            
	 	
               

              ·  Check,
                wire transfer, or other acceptable negotiable instrument payable
                to Ball
                Corporation.

            
	 	
               

              ·  Stock
                Unit retention by which the Corporation retains the number of units
                having
                a fair market value based on the closing price on the date restrictions
                lapse that equates to the amount of the tax obligation.  Any
                fraction of a unit will not be utilized in this payment; therefore
                a small
                balance may remain, which shall be paid by you in the form of a check,
                wire transfer, or other acceptable negotiable instrument to Ball
                Corporation.

            
	 	
               

              ·  Deliver
                to the Corporation the number of Ball Common Shares having a fair
                market
                value based on the closing price on the date restrictions lapse equal
                to
                the amount of the tax obligation.

            


    

    


    
      	
               

              Acknowledged
                and Accepted:

            	 
	 	 
	
              Signature:

            	 
	 	 
	
              Participant:

            	 
	 	 
	
              Address:

            	 
	 	 
	 	 
	 	 
	
              Date:

            	 


    

    



    
      
              

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