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                                                                   EXHIBIT 10.53


                           RESTRICTED STOCK AGREEMENT


            THIS RESTRICTED STOCK AGREEMENT (the "Agreement") is entered into
this 20th day of February, 1997, by and between U.S. Can Corporation, a Delaware
corporation (the "Company" or "US Can"), and William J. Smith ("Smith"),
President and Chief Executive Officer of US Can and United States Can Company,
the Company's wholly-owned subsidiary.

            WHEREAS, the Company adopted the U.S. Can Corporation 1997 Equity
Incentive Plan (the "Plan") by vote of its Board of Directors on February 20,
1997.

            WHEREAS, the Board of Directors of the Company desires to carry out
the purpose of the Plan by granting Smith 250,000 restricted shares of its
Common Stock, $.01 par value (the "Common Stock"), subject to the terms and
conditions hereinafter provided.

            NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

            1. Grant of Restricted Stock. The Company hereby awards to Smith the
right to receive up to an aggregate of 250,000 shares of Common Stock (the
"Restricted Stock"), the issuance of which is contingent on the conditions set
forth in Section 2 hereof, subject to the terms and conditions set forth herein
and in the Plan.

            2.    Conditions to Issuance of Restricted Stock.

            (A) Subject to the other terms and provisions of this Agreement and
the Plan, 100,000 shares of Restricted Stock (the "First Tranche") shall be
issued on the occurrence of the following: (i) if, during the period beginning
on February 20, 1997 and
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ending on February 19, 1998, the shares of Common Stock of the Company trade on
the New York Stock Exchange (the "NYSE"), or on the principal securities
exchange or automated quotation system as the Company's common stock may then
trade, at an average closing price equal to or greater than $20 per share for
all trading days in any period of 90 consecutive days, then 33,333 shares of
Restricted Stock shall be issued promptly after the conclusion of such 90 day
period referred to in 2(A)(i) hereunder; (ii) if, during the period beginning on
February 20, 1998 and ending on February 19, 1999, the shares of Common Stock of
the Company trade on the NYSE, or on the principal securities exchange or
automated quotation system as the Company's common stock may then trade, at an
average closing price equal to or greater than $20 per share for all trading
days in any period of 90 consecutive days, then 33,333 additional shares of
Restricted Stock shall be issued promptly after the conclusion of such 90 day
period referred to in 2(A)(ii) hereunder; (iii) if, during the period beginning
on February 20, 1999 and ending on February 19, 2000, the shares of Common Stock
of the Company trade on the NYSE, or on the principal securities exchange or
automated quotation system as the Company's common stock may then trade, at an
average closing price equal to or greater than $20 per share for all trading
days in any period of 90 consecutive days, then 33,334 additional shares of
Restricted Stock shall be issued promptly after the conclusion of such 90 day
period referred to in 2(A)(iii) hereunder; (iv) if there is a Change of Control
(as defined below) involving the Company (a) at any time during which Smith is
either a member of the Board of Directors of US Can and/or United States Can
Company or Chief Executive Officer of US Can and/or United States Can Company,
and (b) if the transaction representing a Change of Control occurs at a price
equal to or greater than $20 per share for the Common


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Stock of the Company, all 100,000 shares of Restricted Stock comprising the
First Tranche not previously issued shall be issued concurrently with the Change
of Control; and (v) (a) if while Smith is Chief Executive Officer of the
Company, Smith dies, becomes permanently and totally disabled within the meaning
of section 22 (e)(3) of the Internal Revenue Code of 1986, as amended (the
"Code"), or leaves the employ of the Company with the approval of the Board of
Directors; and (b) the shares of Common Stock of the Company have traded on the
NYSE, or on the principal securities exchange or automated quotation system as
the Company's common stock may then trade, at an average closing price equal to
or greater than $20 per share for the prior 30 trading days, all Restricted
Stock comprising the First Tranche not previously issued shall be issued upon
the occurrence of one of the events described in subclause (v) (a) above and the
event described in subclause (v)(b) above. All Restricted Stock in the First
Tranche which cannot be issued under the conditions set forth above shall be
forfeited.

            (B) Subject to the other terms and provisions of this Agreement and
the Plan, an additional 150,000 shares of Restricted Stock (the "Second
Tranche") shall be issued as follows: (i) if, from and after the date hereof and
through the end of calendar year 1998, the shares of Common Stock of the Company
at any time trade on the NYSE, or on the principal securities exchange or
automated quotation system as the Company's common stock may then trade, at an
average closing price equal to or greater than $25 per share for all trading
days in any period of 180 consecutive days, then 100,000 shares of the
Restricted Stock comprising the Second Tranche shall be issued promptly after
the conclusion of such 180 day period referred to in 2(B)(i) hereunder; (ii) if,
from and after the date hereof and


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through the end of calendar year 1998, the shares of Common Stock of the Company
trade on the NYSE, or on the principal securities exchange or automated
quotation system as the Company's common stock may then trade, at an average
closing price equal to or greater than the following for all trading days in any
consecutive 180 day period, then the additional shares of Restricted Stock
comprising the Second Tranche shall be issued in the amounts set forth below
promptly after the conclusion of such 180 day period referred to in 2(B)(ii)
hereunder:

<TABLE>
<CAPTION>
Stock Price                                Additional Issued Shares
-----------                                ------------------------
<S>                                        <C>
$26 per share and above but below $27      10,000 shares of Restricted Stock
$27 per share and above but below $28      10,000 shares of Restricted Stock
$28 per share and above but below $29      10,000 shares of Restricted Stock
$29 per share and above but below $30      10,000 shares of Restricted Stock
$30 per share and above                    10,000 shares of Restricted Stock
</TABLE>

Notwithstanding the foregoing, if there is a Change of Control involving the
Company on or prior to December 31, 1998, (a) at any time during which Smith is
either a member of the Board of Directors of US Can and/or United States Can
Company or Chief Executive Officer of US Can and/or United States Can Company,
and (b) if the transaction representing a Change of Control occurs at a price
equal to or greater than $25 per share for the Common Stock of the Company,
100,000 of the shares of Restricted Stock comprising the Second Tranche, if not
previously issued, shall be issued concurrently with the Change of Control, with
additional shares of Restricted Stock not previously issued to be issued
concurrently with the Change of Control in the amounts and at the prices set
forth below:


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<TABLE>
<CAPTION>
Stock Price on Change of Control        Additional Issued Shares 
--------------------------------        ------------------------
<S>                                     <C>
$26 per share and above but below $27   10,000 shares of Restricted Stock 
$27 per share and above but below $28   10,000 shares of Restricted Stock 
$28 per share and above but below $29   10,000 shares of Restricted Stock 
$29 per share and above but below $30   10,000 shares of Restricted Stock 
$30 per share and above                 10,000 shares of Restricted Stock 
</TABLE>

All Restricted Stock in the Second Tranche which cannot be issued as set forth 
above shall be forfeited.

            (C) The Restricted Stock is transferable at any time and from time
to time after its issuance in accordance with Section 2 hereof, but subject to
any restrictions on offer or sale set forth in federal and state securities laws
or other restrictions imposed by applicable law. As used herein: "Change of
Control" shall mean any one or more of the following: the acquisition by any
individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of
Fifteen Percent (15%) or more of the shares of the then outstanding common stock
of the Company (the "Outstanding Common Stock"), a merger or consolidation of
the Company in which the Company does not survive as an independent public
company, a sale of all or substantially all of the assets of the Company or a
liquidation or dissolution of the Company; provided, however, that the following
acquisitions shall not constitute a Change of Control for the purposes of this
Paragraph 1: (i) any acquisition directly from the Company or (ii) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company.

            3. Termination And Forfeiture of Restricted Stock. Smith
acknowledges receipt of the provisions of the Plan, attached hereto as Exhibit
A, and further agrees that, in


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the event Smith's employment with the Company is terminated by the Company with
cause (if same occurs in any year during which Smith is Chief Executive Officer
of the Company and/or United States Can Company), prior to completion of the
issuance of the Restricted Stock granted to Smith under this Agreement, then all
of the unissued Restricted Stock shall be forfeited to the Company and shall not
be or become the property of Smith.

            4. Issuance of Shares. The Company shall have no obligation to issue
fractional shares of the Restricted Stock or any portion thereof hereunder, but
shall pay to Smith an amount in cash equal to the Market Value per Share (as
defined in the Plan) of Restricted Stock for each fractional share.

            5. Adjustments of and Changes in Common Stock. The Board shall make
or provide for adjustments in the numbers of Common Stock covered by any
Restricted Stock grant hereunder, in the prices per share applicable to such
Restricted Stock, and in the kind of shares covered thereby, as the Board may
determine is equitably required to prevent dilution or enlargement of the rights
of Smith that otherwise would result from (a) any stock dividend, stock split,
combination of shares, recapitalization, or other change in the capital
structure of the Company, (b) any merger, consolidation, spin-off, split-off,
spin-out, split-up, reorganization, partial or complete liquidation, or other
distribution of assets or issuance of rights or warrants to purchase securities,
or (c) any other corporate transaction or event having an effect similar to any
of the foregoing; provided, further, however, that any adjustment which by
reason of this Section 5 is not required to be made currently will be carried
forward and taken into account in any subsequent adjustment. In the event of any
such transaction or event, the Board may provide in substitution for any or all
outstanding awards under the Plan


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such alternative consideration as it may determine to be equitable in the
circumstances and may require in connection therewith the surrender of all
awards so replaced.

            6. Nontransferability of Restricted Stock. No Restricted Stock
granted under the Plan shall be transferable by Smith other than by will or the
laws of descent and distribution until the conditions for the issuance of such
stock as set forth in Section 2 hereof have been met. The Restricted Stock shall
not otherwise be transferred, assigned, pledged or hypothecated for any purpose
whatsoever and is not subject, in whole or in part, to execution, attachment or
similar process. Any attempted assignment, transfer, pledge or hypothecation or
other disposition of the Restricted Stock, other than in accordance with the
terms set forth herein, shall be void and of no effect.

            7. Voting Rights of Restricted Stock. Each issuance of Restricted
Stock, made on or after the conditions set forth in Section 2 are met, shall
constitute an immediate transfer of the ownership of Common Shares to the
Participant in consideration of the performance of services.

            8. Administration. The Restricted Stock shall be issued in
accordance with such administrative regulations as the Board of Directors shall
from time to time adopt, to the extent not inconsistent with Section 422 of the
Code.

            9. Laws. The Restricted Stock and this Agreement shall be construed,
administered and governed under the laws of the State of Delaware, without
regard to its conflict of law principles, and to the extent not inconsistent
with Section 422 of the Code and the regulations issued thereunder.


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            10. General. The Company shall, at all times during which the
Restricted Stock is outstanding, pay all original issue and transfer taxes with
respect to the issuance and transfer of Common Stock pursuant hereto, shall pay
all other necessary fees and expenses incurred by the Company in connection
therewith, and shall use its best efforts to comply with all laws and
regulations which, in the opinion of the Company or counsel for the Company,
shall be applicable thereto.

            11. Taxes. Nothing contained herein shall be construed as a
representation as to Smith's tax treatment by federal, state or local taxing
entities and no representation is made by the Company as to the continued
existence, if any, of a beneficial tax treatment of any Restricted Stock granted
hereunder. Smith should consult his individual tax consultant as to any
Restricted Stocks granted hereunder.

            12. Notices. All notices and other communications under this
Agreement shall be in writing and shall be deemed given when delivered
personally, one day after sent by recognized overnight delivery service, or five
(5) days after deposit in the United States mail, postage prepaid, registered or
certified mail, return receipt requested, to the parties at the following
addresses (or to such other address as a party may have specified by notice duly
given to the other party in accordance with this provision):

                  If to Smith:

                  At Smith's then current business or residence address as shown
                  on the records of the Company, with a copy to such other
                  person as Smith may have specified by notice duly given to the
                  Company in accordance with this provision.


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                  If to the Company:

                  United States Can Company
                  900 Commerce Drive
                  Oak Brook, Illinois 60521
                  Attention: President and Vice President, Human Resources

                  With a copy to:

                  Ross & Hardies
                  150 N. Michigan Avenue
                  Chicago, Illinois 60601-7567
                  Attention:  Lawrence R. Samuels, Esq.

            13. Headings. The section headings of this Agreement are for
reference only and are to be given no effect in the construction or
interpretation of this Agreement.

            14. Severability. If any part or provision of this Agreement shall
be declared invalid or unenforceable by a court of competent jurisdiction, said
provision or part shall be ineffective to the extent of such invalidity or
unenforceability only, without in any way affecting the remaining parts or
provisions of this Agreement.

            15. Waiver. Any party may waive compliance by another party with any
of the provisions of this Agreement. No waiver of any provision shall be
construed as a waiver of any other provision. Any waiver must be in writing.

            16. Binding Effect; Assignment. This Agreement shall be binding on
and inure to the benefit of the parties and their respective successors and
permitted assigns. Nothing in this Agreement shall create or be deemed to create
any third party beneficiary rights in any person or entity (including any
employee or person engaged by the Company in any capacity) not a party to this
Agreement. The Company will require any successor (whether direct or indirect,
by merger, purchase, consolidation or otherwise) of the Company


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to make an express assumption of the obligations hereunder and cause any
successor (whether direct or indirect, by merger, purchase, consolidation or
otherwise) of the Company to agree to perform all parts and provisions under
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place.

            17. Counterparts. This Agreement may be signed in any number of
counterparts and all such counterparts shall be read together and construed as
but one and the same document.

            18. Acknowledgement. BY SIGNING HEREUNDER, SMITH ACKNOWLEDGES
RECEIPT OF THE PLAN ATTACHED HERETO AS EXHIBIT A AND REPRESENTS THAT HE HAS READ
AND THOROUGHLY REVIEWED THE PLAN.


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            IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the date first written above.


U.S. CAN CORPORATION                             WILLIAM J. SMITH



By: /s/ Carl Ferenbach                           /s/ William J. Smith
    ---------------------------------------      -------------------------------
    Name: Carl Ferenbach                         William J. Smith
    Title: Chairman of the Compensation
           Committee of the Board of Directors


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                                    EXHIBIT A

             Copy of U.S. Can Corporation 1997 Equity Incentive Plan


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