EX-10.10





Exhibit 10.10





In this translation an attempt has been made to be as literal as possible without jeopardizing
the overall continuity.
 Inevitably, differences may occur in translation, and if so the French text
will by law govern.






Employment Contract




 






Between




APTARGROUP SAS,

Registered Office: 147, rue du Président Roosevelt, 78100 Saint-Germain-en-Laye, France

Company registration number: 383 307 337

Represented by François Boutan, acting as “Directeur Général”




and




Mr. Olivier de POUS,

Address: 32, rue de la Clef, 75005 Paris, France

French nationality



The parties hereto agree as follows:




Article 1 — General Context




The company AptarGroup SAS is a subsidiary of AptarGroup, Inc. (“AptarGroup”).



M. Olivier de Pous has been employed since June 1st, 1992 by Valois SAS, which is a
subsidiary of the AptarGroup.



AptarGroup has implemented a strategic reorganization in order to bring more efficiency and exploit
all potential synergies between its companies and within the group as a whole and it has been
determined that the AptarGroup would be organized in three financial reporting segments, Aptar
Beauty & Home, Aptar Pharma and Aptar Closures. M. Olivier de Pous has been named President of
Aptar Beauty & Home, effective January 1st, 2008.



AptarGroup SAS is the European headquarters of AptarGroup and transverse functions such as
President of a segment should be conducted from the headquarters of the group wherefrom strategic
services and general management assistance are provided to the AptarGroup affiliates. As a
consequence, M. Olivier de Pous will be employed by AptarGroup SAS as from January 1st,
2008.



Article 2 — Collective Bargaining Agreement




This contract is governed by the French Collective Bargaining Agreement of the Plastic Industry and
by the internal rules of AptarGroup SAS.



Given that AptarGroup SAS is a subsidiary of AptarGroup, Inc., and the nature of Mr. Olivier de
Pous’ functions, this contract shall also be bound by rules and policies directly issued by
AptarGroup, Inc. in respect of executives of the group, notably by the Compliance Manual and
related policies, including the Code of Business Conduct and Ethics.



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In this translation an attempt has been made to be as literal as possible without jeopardizing
the overall continuity.
 Inevitably, differences may occur in translation, and if so the French text
will by law govern.




Article 3 — Functions




Mr. Olivier de Pous holds the position of “President of Aptar Beauty & Home”.



M. Olivier de Pous reports to the Company’s “Président”.



Mr. Olivier de Pous’ functions may evolve according to the organization and the activities of
AptarGroup in general.



Mr. Olivier de Pous is classified as executive, “940 points” on the scale of the French Collective
Bargaining Agreement of the Plastic Industry. Mr. Olivier de Pous has the status of a senior
executive manager and is as such entitled to all rights and benefits granted to senior executive
managers by the French AptarGroup companies.



Article 4 — Term of Contract — Period of Notice




This contract shall remain in full force and effect for an unlimited period. It is effective as of
January 1st, 2008.



Each party has the right to terminate this contract according to the conditions in this respect
provided for by the law and subject, except in the event of gross misconduct, to the legal and
conventional provisions in respect of notification of dismissal or resignation.



Article 5 — Compensation




Mr. Olivier de Pous will receive a base gross annual salary equal to €265,000 (two hundred and
sixty five thousand euros), settled in 12 (twelve) equal monthly payments, in addition to which, he
is entitled to:




	•	 	the AptarGroup B&H segment annual bonus as described in a separate
document which may be amended from time to time;

	 
	•	 	an « intéressement » premium, based on AptarGroup SAS’ year end
results, which represented for the last three years 8.5% of the
annual basis compensation, which is equal to the ceiling;

	 
	•	 	a contribution system from AptarGroup SAS on the company’s saving
plan (« plan d’épargne d’entreprise » — « PEE »), which amounts to
€3,900 per year if the employee contributes one third of this
amount to the PEE.






AptarGroup SAS will provide Mr. Olivier de Pous with a company car. This company car will be taxed
as a salary in kind according to the then prevailing tax rules.



Article 6 — Seniority




Mr. Olivier de Pous was hired on June 1st, 1992. His seniority within AptarGroup shall
be taken into account as far as rights and obligations are concerned.



Article 7 — Place of Work




Mr. Olivier de Pous’ main place of work is the Company’s registered office in
Saint-Germain-en-Laye, France.



Depending on the needs of the position he holds, Mr. Olivier de Pous may undertake business trips
and temporary missions, either in France or abroad; such business trips shall not bring about any
change of place of residence or any additional compensation, but will be subject to reimbursement
of professional expenses on presentation of the corresponding receipts.



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In this translation an attempt has been made to be as literal as possible without jeopardizing
the overall continuity.
 Inevitably, differences may occur in translation, and if so the French text
will by law govern.




Article 8 — Working Hours and Vacation




Given the level of initiative that is required by the position that Mr. Olivier de Pous holds, the
latter should devote all the time that is necessary in this respect.



Mr. Olivier de Pous benefits from the same rights in respect of paid vacation as what is common to
all employees of the Company. Paid vacation rights acquired on 31 December 2007 as Valois’
employee will remain as such at AptarGroup SAS.



Article 9 — Terms and Conditions 




Mr. Olivier de Pous shall strictly and absolutely refrain from disclosing any information or
confidential material he might obtain in the course of his function, regardless of their nature or
origin. This obligation shall survive and continue in full force and effect despite termination
and regardless of the reason of its termination.



Mr. Olivier de Pous is also bound by the various AptarGroup policies that affect the category of
executives he belongs to, such as, and without limitation, the “Conflict of Interest Policy” and
“Insider Trader Policy”.



Finally, Mr. Olivier de Pous shall inform the Company, without delay, of any change that might
occur in respect of his civil status, family situation, address, military status, etc...



Article 10 — Intellectual Property




During the term of the present contract, and for a one year period after the termination of this
contract notwithstanding the cause of its termination, Mr. Olivier de Pous hereby agrees and
acknowledges, without reservation or exception, and without any additional compensation other than
what is provided for in this contract:




	 	§	 	To inform the Company of all inventions, improvements or plans carried out by himself;

	 
	 	§	 	To vest in the Company or in any company within AptarGroup requesting it, the exclusive
ownership in France or abroad of such inventions, improvements or plans;

	 
	 	§	 	To fill in for that purpose all formalities and procedures necessary to allow the
Company to be the legitimate owner of the abovementioned inventions, improvements, plans
etc...






Furthermore Mr. Olivier de Pous shall waive to the Company or to any affiliate of AptarGroup
requesting it, all title and rights, he may have in France or abroad, to an invention made with a
third party and within the scope materials, machines or products manufactured and sold by
AptarGroup.



In return for such transfer and waiver of ownership, the Company or, as the case may be the
affiliate of AptarGroup concerned, shall, any time it deems it fair and possible, have the name of
Mr. Olivier de Pous figure as inventor in the summary of the patent that will be filed by the said
company to protect Mr. Olivier de Pous’ invention. Furthermore, both parties will discuss in
equity the possibility of compensation, the amount and the form of which will be, in any case,
appraised by the said company.



Article 11 — Non Competition





	11.1	 	Because of AptarGroup’s need to protect all its techniques, methods, processes, know-how and
other information that may be conveyed to Mr. Olivier de Pous and that contribute to the
efficiency of its business, Mr. Olivier de Pous, given the nature of his responsibilities,
shall refrain from:





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In this translation an attempt has been made to be as literal as possible without jeopardizing
the overall continuity.
 Inevitably, differences may occur in translation, and if so the French text
will by law govern.











	 	§	 	Working, either directly or indirectly, in any form whatsoever or through any
intermediary, for the benefit of private individuals or corporate entities or any other
organization having a Competing or Similar Activity.

	 
	 	§	 	Acquiring an interest, whether directly, indirectly or through any intermediary, in
any form whatsoever (e.g. creating a business, acquiring a stake) in any private
individual or corporate entity or any other organization having a Competing or Similar
Activity.

	 
	 	§	 	Soliciting or having anybody solicit, whether directly of indirectly, in the
framework of an activity outside the Company or the AptarGroup, the services of the
Company’s employees, whether full-time or part-time.







	 	 	“Competing or Similar Activity” shall be understood as anything with a direct or indirect
relation to the activity of the Company, i.e. realization and production of dispensing
systems for the packaging industry.

	 
	11.2	 	This non-competition obligation shall apply to the entire territory of the European Union in
its 2008 boundaries.

	 
	 	 	The geographic scope of this clause shall apply both to the location of the domicile or
registered office of the above-mentioned private individual or corporate entity having a
Competing or Similar Activity and to the pursuit of the Competing or Similar Activity as
such.

	 
	11.3	 	The present clause shall apply for a period of 2 (two) years commencing on the date of the
effective termination of the present contract, whether or not Mr. Olivier de Pous works for
the duration of his period of notice and regardless of the reason for the termination of the
present contract.







	11.4	 	In consideration for this non-competition obligation, Mr. Olivier de Pous shall receive,
except in the event of gross misconduct, a fixed amount for special compensation equal to 50%
(fifty percent) of the average monthly salary received by him during his last 12 (twelve)
months’ presence in the Company. This compensation shall be paid as from the effective end of
his activity for the duration of implementation of this clause 11, until, if need be, the
effective date of retirement.

	 
	11.5	 	In the event Mr. Olivier de Pous does not comply with the present clause, the Company shall
be released from its obligation to pay financial compensation.

	 
	 	 	Furthermore, Mr. Olivier de Pous shall automatically owe a sum corresponding to 2 (two)
years’ salary based on the average monthly salary received by him during the last 12
(twelve) months’ presence in the Company. Such sum shall be paid to the Company for each
infringement observed, without formal notice to end the competing activity being necessary.

	 
	 	 	The payment of such sum does not exclude any right that the Company reserves to sue Mr.
Olivier de Pous for compensation for the harm actually caused and to take out an injunction
to ensure that he ends the Competing or Similar Activity.

	 
	11.6	 	However, the Company reserves the option of releasing Mr. Olivier de Pous from the
non-competition obligation. In this case, the Company shall inform Mr. Olivier de Pous
accordingly by registered letter, return receipt requested, within one month of notification
of the termination of his employment contract. The Company also reserves the option of
releasing Mr. Olivier de Pous from the non-competition obligation at the end a one (1) year
period commencing on the date of the effective termination of the present contract; in such
case, Mr. Olivier de Pous will be informed by registered letter return receipt requested,
within one month prior to the end of this one year period.

	 
	 	 	The Company shall then be released from its obligation to pay the financial compensation
provided for in paragraph 11.4 above.





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In this translation an attempt has been made to be as literal as possible without jeopardizing
the overall continuity.
 Inevitably, differences may occur in translation, and if so the French text
will by law govern.





	11.7	 	The provisions of this clause 11 shall not be exclusive of any other Non Competition clause
provided for in any other document executed by Mr. Olivier de Pous with any company within the
Aptar group, notably, but not limited to, the Aptargroup, Inc. Stock Option Agreements for
Employees.






Article 12 — Miscellaneous





	12.1	 	The cancellation of any one of the provisions of this contract shall not terminate the
contract as long as the litigious clause is not considered by both parties as essential and
determining to the agreement herein, and the cancellation does not challenge the general
balance of the contract. In the event of cancellation of any of the provisions herein, the
parties shall, in any case, endeavor to negotiate in good faith the drawing up of an
economically equivalent clause.







	12.2	 	The failure of either party at any time to enforce or request for enforcement of any
provision of this contract shall not be construed as a waiver of such provision.

	 
	12.3	 	Any waiver by a party of any of its rights, or any change of any provision of this contract,
shall not come into force except in writing, and if duly signed by both parties.

	 
	12.4	 	Any dispute, controversy or claim arising out of or in connection with this contract, or the
breach, termination or invalidity hereof, that the parties are unable to resolve between
themselves, shall be submitted to the French Conciliation Board (“Conseil des Prud’hommes") or
to any court having jurisdiction thereof on the date the dispute is filed.

	 
	12.5	 	This employment contract is drawn up in two original copies.






Executed in Saint-Germain-en-Laye,
On January 18, 2008,



	 	 	 
	On behalf of

	 	 
	AptarGroup SAS
	 	 
	 
	 	 
	François BOUTAN
	 	 
	Directeur Général
	 	 






	 	 	 
	 

	 	(« Read and Approved »)
	 
	 	 
	 

	 	Olivier de POUS








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