exhibit102.htm



    


     

    


     

    


    Exhibit 10.2


    


    GLOBAL
HEADQUARTERS

    101 Gordon Drive ∙ Lionville,
PA 19341

    TEL 610-594-3327 ∙ FAX
610-594-3013

    rick.luzzi@westpharma.com

    RICHARD
D.
LUZZI                                                                

    Vice
President, Human Resources

    


    July 28,
2008

    


    


    


    Matthew
T. Mullarkey

    29844
Lake Road

    Bay
Village, OH 44140

    


    Re:           Your
2008 Plan Year and Performance Period VII Incentive Compensation

    


    Dear
Participant:

     

    Congratulations.  Effective
upon your commencement of employment, the Compensation Committee of our Board of
Directors granted you the following stock option and performance-vesting share
units.

    
      	
              Stock
      Option Award:

               

            	
              40,000

            
	
              Target
      PVS Units:

               

            	
              14,600

            


    

     

    The
awards were made under the terms of our 2007 Omnibus Incentive Compensation
Plan.  We have attached a summary of the terms of your
awards.  Please read it carefully.

     

    I am
pleased that you are a participant in this long-term incentive compensation
program and trust that your participation will be beneficial to both you and the
Company.

     

    Sincerely,

     

    /s/ Richard D.
Luzzi

     

    Enclosure

    


     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


     

    
 

    
      Summary
of Your Stock Options

    

    


     

    What
is a stock option?

     

    A stock
option is the right to purchase a fixed number of shares at a set exercise
price.  The option granted by this award is a non-qualified stock
option.  The stock option gains value when the price of our common
stock exceeds the exercise price.

     

    How
many shares may I purchase and what is the price?

     

    The
number of shares you may purchase and the exercise price are as
follows:

    
      	
                     
      

              Exercise
      Price

            	
              Total
      shares that may be purchased 

                             
      upon exercise

            
	
              $
      45.27

            	
              40,000

            


    

    


    May
I purchase the shares immediately?

    No.  So
long as your employment with us continues, 25% of your option becomes
exercisable – or “vests” – each year for the first four years following the
grant date.  At the end of the four-year period, you may exercise the
entire option.  The following chart shows when and what portion of
your option becomes exercisable.

     

    
      	
               

              Date

            	
              Portion
      of the option

              that becomes
      exercisable

            
	
               

              July
      28 2008 (grant date)

            	
               

              0%

            
	
               

              February
      26, 2009

            	
               

              25%

            
	
               

              February
      26, 2010

            	
               

              50%

            
	
               

              February
      26, 2011

            	
               

              75%

            
	
               

              February
      26, 2012 and thereafter

            	
               

              100%

            


    

    


    However,
in no event will your option be exercisable after the Expiration
Date.

    When
will my option expire?

    The
option expires on February 26, 2018, which will be referred to as the
“Expiration Date.”  This means that once it becomes exercisable, the
option may be exercised until
February 25,
2018.  In
addition,

    
      	
              ·  

            	
              if
      you die, the option will remain exercisable for one year from your date of
      death;

            


    

     

    
      	
              ·  

            	
              if
      your employment terminates for any reason other than retirement,
      disability, death or removal for cause, the option will expire on 90 days
      after the termination date;

            


    

     

    
      	
              ·  

            	
              if
      we terminate your employment for cause, the option will expire on the
      commencement of business on your date of
  termination.

            


    

     

    How
do I exercise my stock option?

    There are
four ways to exercise a stock option.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
              ·  

            	
              Cash.  You
      write a check to the Company for the exercise price, plus any applicable
      withholding taxes.

            


    

     

    
      	
              ·  

            	
              Already owned
      shares.  You may deliver (or have the Company withhold)
      shares of common stock you own with a fair market value equal to the
      exercise price, plus any applicable withholding
  taxes.

            


    

     

    
      	
              ·  

            	
              Combination of shares and
      cash.  You may use a combination of cash and
      stock.

            


    

     

    
      	
              ·  

            	
              Reduction of
      proceeds.  With the consent of the Committee, you may
      elect to have shares you would otherwise receive upon the exercise reduced
      by an amount equal to the total exercise cost divided by the fair market
      value of the shares at the time of your exercise.  In effect,
      you would receive the “net” shares otherwise due you after deducting for
      the exercise cost, plus applicable withholding
  taxes.

            


    

     

    Enclosed
with this award is an Information Sheet about Computershare, the Company’s stock
plan administrator.  This contains important additional information
about how to exercise your Options.  Please review it
carefully.

    When
do I have to pay for the exercise?

    The full
exercise price and applicable taxes must be paid within three days of
exercise.

    Are
there any other restrictions on my ability to exercise my option?

    All
option exercise transactions by West’s officers who are subject to Section 16 of
the Securities and Exchange Act of 1934 must comply with the restrictions
contained in our Securities Trading Policy, including review by and written
pre-approval of our General Counsel.

    Are
there circumstances that would lead to a forfeiture of my award?

    Yes, in
certain situations you must give up amounts you receive as a result of the
option you exercise.  These situations are described
below.

    If within
(i) the term of the option or (ii) within 3 months following termination of
employment or (iii) within 3 months after you exercise any portion of the
option, whichever is the latest, you directly or indirectly engage in conduct
deemed to be any activity in competition with any activity of the Company, or
inimical, contrary or harmful to, or not in the best interests of, the Company
or if you fail to comply with any of the terms and conditions of the Plan or
this award (unless the failure is remedied within ten days after having been
notified of such failure), then any and all rights to exercise this option will
terminate and you must pay us an amount equal to any gain realized by you from
exercising all or any portion of this option.

    We may
also deduct from any amounts we owe you, such as amounts owed as wages or other
compensation, fringe benefits, or vacation paid.  Whether or not we
elect to make any deduction, if we do not recover the full amount you owe, you
agree to pay us immediately the unpaid balance.  By agreeing to accept
this award, you consent to our right to make these deductions.

    Are
there any other things I should be aware of?

    This is a
summary of the terms of your stock option award.  Your award is
subject to the terms of the 2007 Omnibus Incentive Compensation Plan. This award
is being delivered with an Information Statement, which gives additional
information about your award and the 2007 Omnibus Incentive Compensation Plan
under which it was granted.  We encourage you to read the Information
Statement.  Additional terms and conditions may apply to your award
under the terms of the Omnibus Plan.

    
      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      Summary
of Your Performance-Vesting Share Unit Award

    

    


    What
is a performance-vesting share unit?

    A PVS
Unit award represents the conditional right to receive a distribution of
shares.  The number of shares you will receive depends on how well the
Company’s actual performance compares to specified performance goals at the end
of the performance period.

    What
are the performance goals?

    The
performance levels are based on two equally weighted performance
measures.  The two measures of Company performance are:

    
      	
              ·  

            	
              Average
      return on invested capital – also called “ROIC” – is measured by dividing
      the average of the Company’s net operating profit (without regard to
      taxes) over the performance period by the average outstanding equity plus
      debt over that period.

            


    

     

    
      	
              ·  

            	
              Compounded
      annual revenue growth – also called “CAGR” – is the compound annual growth
      rate in net sales for the Company over the same
  period.

            


    

     

    What
is the performance period?

    The
Company’s performance against the goals is measured over a three-year period
that begins January 1, 2008 and ends December 31, 2010 (“Performance Period
VII”).

    Your
target PVS Units award presented on the first page of this letter is the number of shares
of West Common Stock that you would receive if the Company obtains 100% of both
of the ROIC and CAGR performance targets.  Additional shares of Common
Stock will be distributable under this PVS award if actual performance exceeds
the target performance level, and fewer shares of Common Stock will be
distributable if actual performance falls short of the target performance
level.  No shares of Common Stock will be paid out if actual performance
falls below the minimum acceptable level.

    The
following table shows the performance targets for CAGR and Average ROIC and the
corresponding PVS Units payouts for Performance Period VII.

     

    
      	
               

            	
              CAGR

            	
              Average
    ROIC

            
	
               

            	
              (applies
      to 50% of PVS Units)

            	
              (applies
      to 50% of PVS Units)

            
	
              Performance
      Range

               

            	
              Performance

               

            	
              Payout

               

            	
              Performance

               

            	
              Payout

               

            
	
              Maximum:

               

            	
              150%

               

            	
              15%

               

            	
              200%

               

            	
              15%

               

            	
              200%

               

            
	
               

            	
              125%

               

            	
              12.5%

               

            	
              150%

               

            	
              12.5%

               

            	
              150%

               

            
	
               

               

            	
              110%

               

            	
              11%

               

            	
              120%

               

            	
              11%

               

            	
              120%

               

            
	
              Target:

               

            	
              100%

               

            	
              10%

               

            	
              100%

               

            	
              10%

               

            	
              100%

               

            
	
               

               

            	
              85%

               

            	
              8.5%

               

            	
              75%

               

            	
              8.5%

               

            	
              75%

               

            
	
              Threshold:

               

            	
              70%

               

            	
              7.0%

               

            	
              50%

               

            	
              7.0%

               

            	
              50%

               

            
	
              Less
      than 70%:

               

            	
              Less
      than 7.0%

               

            	
              -0-

               

            	
              Less
      than 70%

               

            	
              -0-

               

            


    

    


    If actual
CAGR or ROIC falls between any of the performance range percentages above, the
payout for that portion of your PVS Units will be determined by applying a
mathematical formula to estimate the value based on the two nearest
percentages.  For more information on the calculation, please see
below.

    Can
my award be changed?

    Yes, the
Committee can change or revise the targets as it considers
appropriate.  In the event of acquisitions or divestitures the
Committee will on a case-by-case basis determine the necessity to change or
revise the performance targets.

    When
will I know how many shares I am eligible to receive?

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    The
shares will be distributed to you in early 2011 after the ROIC and CAGR for the
performance period are calculated. This will be done by the Compensation
Committee after review of the Company’s audited financial
statements.

    Will
I receive dividends on my PVS Units?

    During
the Performance Period, your account will be credited with additional PVS Units
as if the target PVS Units award had been reinvested in dividends paid on Common
Stock during the period.  At the end of the Performance Period, you
may receive additional shares of Common Stock equal to the amount of PVS Units
credited through this dividend-reinvestment feature.  If performance
falls below the target levels, you may forfeit some or all of these PVS
Units.

    May
I defer receipt of my shares?

    Yes.  Delivery
of shares upon payout may be deferred under the Deferred Compensation Plan for
eligible participants in certain countries.  If you are eligible, you
will receive details on this deferral opportunity before the end of each
Performance Period.  You may similarly defer receipt of additional
shares you would otherwise receive due to the deemed dividend reinvestment
feature.

    Are
there circumstances under which my right to receive shares would
terminate?

    You will
not be entitled to receive a distribution with respect to any PVS Units granted
by this award if:

     

    
      	
              1.  

            	
              Your
      employment terminates for any reason before the end of Performance Period;
      or

            


    

     

    
      	
              2.  

            	
              If
      at any time during your employment or within 3 months following
      termination of your employment, you directly or indirectly engage in
      activity harmful to, or not in the best interest of, the
      Company.  Such activity includes, without
      limitation:

            


    

     

    
      	
              ·  

            	
              conduct
      related to your employment for which either criminal or civil penalties
      against you may be sought;

            


    

     

    
      	
              ·  

            	
              acquisition
      of a direct or indirect interest or an option to acquire such an interest
      in any person or entity engaged in competition with the Company’s business
      (other than an interest of not more than 5 percent of the outstanding
      stock of any publicly traded
company);

            


    

     

    
      	
              ·  

            	
              accepting
      employment with or serving as a director, officer, employee or consultant
      of, or furnishing information to, or otherwise facilitating the efforts
      of, any person or entity engaged in competition with the Company’s
      business;

            


    

     

    
      	
              ·  

            	
              soliciting,
      employing, interfering with, or attempting to entice away from the Company
      any employee who has been employed by the Company in an executive or
      supervisory capacity within one year before such solicitation, employment,
      interference or enticement;

            


    

     

    
      	
              ·  

            	
              violation
      of Company policies, including the Company’s insider-trading policy;
      or

            


    

     

    
      	
              ·  

            	
              using
      for yourself or others, or disclosing to others, any confidential or
      proprietary information of the Company in contravention of any Company
      policy or agreement.

               

            


    

    Are
there any other things I should be aware of?

     

    This is
summary of your PVS Unit award.  Your award is subject to the terms of
the 2007 Omnibus Incentive Compensation Plan.   This award is
being delivered with an Information Statement, which gives additional
information about your award and the 2007 Omnibus Incentive Compensation Plan
under which it is granted.  We encourage you to read the Information
Statement.  Additional terms and conditions may apply to your award
under the terms of the Plan


    
      
         


      

      
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