ex10_1.htm


    Exhibit
      10.1

     

     

    


    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 Units may be deferred into
                the
                Ball Corporation 2005 Deferred Compensation Company Stock Plan, or
                its
                successor, at the time of the lapse for issuance at a later date.
                The
                election to defer any scheduled lapse must be completed by a date
                specified by the Corporation.

            


    

    


    


    
      
        
                

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              Effect
                of Termination of Employment during the Performance
                Period:

            
	
               

              ·  Resignation/Termination:

                                          
                (not considered early or normal retirement

                       
as
                defined
                below):

            	
               

              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.

            
	
               

              ·  Early
                Retirement:

            	
               

              For
                purposes of this award, early retirement is defined as the termination
                of
                employment after attainment of age 55 or above and 15 years of
                service or age 60 or above and 10 years of service.

               

              If
                this early retirement definition is satisfied, then upon termination
                for
                any reason other than death or disability and execution of an agreement
                not to compete as presented by the Corporation, 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.

               

              If
                you terminate employment during the Performance Period and do not
                meet the
                age and service and agreement not-to-compete requirements above,
                the
                outstanding Performance Contingent Restricted Stock Units will be
                forfeited.

            
	
               

              ·  Normal
                Retirement at age 65:

            	
               

              Upon
                termination of employment at or after attainment of age 65 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.

            


    

    


    


    
      
        
                

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              Rights
                as a Shareholder:

            	
               

              You
                shall not have rights equivalent to those of a shareholder for outstanding
                Performance Contingent Restricted Stock Units. You will receive quarterly
                an amount equal to the quarterly dividends; however, 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.

            
	
               

              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.

            
	 	
               

              If
                participant had previously elected to defer issuance of the award
                at lapse
                into the Ball Corporation 2005 Deferred Compensation Stock Plan,
                FICA
                taxes will be due to the Corporation immediately following the
                January 31 (or the first business day following if on a weekend or
                holiday), vest date.

            
	
               

              Withholding
                Tax Requirements Units for Retired Employees that Met the Early and
                Normal
                Retirement Definition:

            	
               

              At
                the end of the performance period if it is determined that the Performance
                Measure was achieved, the common stock issued will be the award amount
                less the number of units which must be withheld to satisfy the applicable
                tax withholding requirements.

               

              If
                participant had previously elected to defer issuance of the award
                at lapse
                into the Ball Corporation 2005 Deferred Compensation Stock Plan,
                FICA
                taxes will be due to the Corporation immediately following the
                January 31 (or the first business day following if on a weekend or
                holiday), vest date.

            


    

    


    
      
        
                

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