Exhibit 10.9


    BERRY
      PLASTICS GROUP, INC.

    NONQUALIFIED
      STOCK OPTION AGREEMENT

     

    THIS
      AGREEMENT, made as of [ 
      ], 2006
      (the “Grant
      Date”),
      between Berry Plastics Group, Inc. (the “Company”),
      and
      [ ]
      (the
“Optionee”).

     

    WHEREAS,
      the Company has adopted the Berry Plastics Group, Inc. 2006 Equity Incentive
      Plan (the “Plan”)
      in
      order to provide additional incentive to certain employees, officers,
      consultants and directors of the Company and its Subsidiaries; and 

     

    WHEREAS,
      the Committee responsible for administration of the Plan has determined to
      grant
      an option to the Optionee as provided herein; 

     

    NOW,
      THEREFORE, the parties hereto agree as follows:

     

    1. Grant
      of Option.

     

    1.1 The
      Company hereby grants to the Optionee the right and option (the “Option”)
      to
      purchase all or any part of an aggregate of [ ]
      whole
      Shares subject to, and in accordance with, the terms and conditions set forth
      in
      this Agreement and the Plan.

     

    1.2 The
      Option is not intended to qualify as an “incentive stock option” within the
      meaning of Section 422 of the Code.

     

    1.3 This
      Agreement shall be construed in accordance and consistent with, and subject
      to,
      the Plan (which is incorporated herein by this reference) and, except as
      otherwise expressly set forth herein, the capitalized terms used in this
      Agreement shall have the definitions set forth in the Plan.

     

    2. Exercise
      Price.

     

    The
      price
      at which the Optionee shall be entitled to purchase Shares upon the exercise
      of
      the Option; to the extent vested and exercisable, shall be $[ 
      ] per
      Share.

     

    3. Duration
      of Option.

     

    The
      Option shall be exercisable to the extent and in the manner provided herein
      for
      a period of ten (10) years from the Grant Date; provided,
      however,
      that
      the Option may be earlier terminated as set forth herein.

     

    4. Vesting
      and Exercisability of Option.

     

    (a) Subject
      to the terms and conditions of this Agreement and the Plan, upon the achievement
      of the EBITDA Target established for each fiscal year or portion thereof as
      set
      forth on Exhibit
      A
      hereto,
      the Option shall become vested and exercisable with respect to the percentage
      of
      the total number of Shares covered by the Option indicated on Exhibit
      A
      next to
      such EBITDA Target as of the date that the Committee determines that such EBITDA
      Target

     


    
      
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    has
      been
      achieved (the “Determination Date”). Notwithstanding anything contained in this
      Agreement or the Plan to the contrary, in the event that an Optionee’s
      employment is terminated other than for Cause, following either (i) the end
      of a
      fiscal year during the Performance Period, or (ii) the end of the Performance
      Period, but, in either case, prior to the Determination Date with respect to
      such period, the Optionee will be entitled to vesting, if any (to the extent
      EBITDA Targets are achieved), with respect to such period as of the applicable
      Determination Date; provided
      that
      such Determination Date occurs prior to the expiration of the post-termination
      exercise period as set forth in Section 6.1 or 6.2 herein, as applicable. In
      the
      event that the EBITDA Target for any fiscal year or portion thereof in a
      Performance Period is not achieved (such fiscal year, a “Missed Year”) and the
      EBITDA Target with respect to (x) the immediately preceding fiscal year (except
      in the case that the Missed Year is the first fiscal year in the Performance
      Period), or (y) the immediately following fiscal year (except in the case that
      the Missed Year is the last year in such Performance Period), is exceeded (each
      such immediately preceding or immediately following year, an “Excess Year”),
      then the excess of EBITDA over the EBITDA Target for such Excess Year or Excess
      Years (the excess with respect to an Excess Year, the “Excess EBITDA”) shall be
      applied to the Missed Year, and if the application of such Excess EBITDA results
      in EBITDA with respect to the Missed Year equal to or in excess of the EBITDA
      Target with respect to such Missed Year, then the number of Shares that failed
      to vest by reason of the Company’s failure to achieve the EBITDA Target for the
      Missed Year shall become vested on the date the Committee determines that such
      EBITDA Target with respect to the Missed Year was achieved with the application
      of such Excess EBITDA; provided,
      with
      respect to any Excess Year, Excess EBITDA for such year may only be applied
      to
      one Missed Year; provided,
      further,
      that,
      for such vesting to occur, the Optionee must remain employed by the Company
      or
      one of its Subsidiaries for the duration of any such Excess Year and the Missed
      Year to which any such Excess EBITDA is applied. The Determination Date for
      any
      period shall be no later than 30 days following the receipt by the Company
      of
      audited financial statements for the fiscal year or portion thereof, as
      applicable. 

     

    (b) The
      Option shall become vested and exercisable with respect to the total number
      of
      Shares remaining unvested, if any, on the ninth anniversary of the Grant Date,
      provided,
      that
      the Optionee remains employed by the Company or one of its Affiliates through
      such ninth anniversary.

     

    5. Manner
      of Exercise and Payment.

     

    5.1 Subject
      to the terms and conditions of this Agreement and the Plan, the Option may
      be
      exercised by written notice delivered in person or by mail to the Secretary
      of
      the Company, at its principal executive offices. Such notice shall state that
      the Optionee is electing to exercise the Option and the number of Shares in
      respect of which the Option is being exercised and shall be signed by the person
      or persons exercising the Option. If requested by the Committee, such person
      or
      persons shall (i) deliver this Agreement to the Secretary of the Company who
      shall endorse thereon a notation of such exercise and (ii) provide satisfactory
      proof as to the right of such person or persons to exercise the
      Option.

     

    5.2 The
      notice of exercise described in Section 5.1 hereof shall be accompanied by
      a cash payment in an amount equal to the full exercise price for the Shares
      in
      respect of which the Option is being exercised; provided,
      however,
      that
      [following a Termination

     


    
      
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    of
      Employment (i) by the Company without Cause or (ii) by the Optionee after the
      second anniversary of the Closing following the attainment of (x) age 55 and
      (y)
      at least ten years of completed service with the Company and/or its
      Subsidiaries]1 ,
      or
      otherwise in the sole discretion of the Committee, payment
      of the full exercise price for the Shares in respect of which an Option is
      being
      exercised may be made in the manner set forth in Section 5.3.

     

    5.3 Subject
      to Section 5.2 and to applicable law, payment, in full or in part, of the
      exercise price for the Shares in respect of which an Option is being exercised
      may be made (a) in the form of unrestricted Shares (by delivery of such Shares
      or by attestation) already owned by the Optionee (based on the Fair Market
      Value
      of Shares on the date the Option is exercised), (b) by delivering a properly
      executed exercise notice to the Company, together with a copy of irrevocable
      instructions to a broker to deliver promptly to the Company the amount of sale
      or loan proceeds necessary to pay the exercise price, and, if requested, the
      amount of any federal, state, local or foreign withholding taxes or (c) by
      instructing the Committee to withhold a number of such Shares having a Fair
      Market Value on the date of exercise equal to the aggregate exercise price
      of
      such Option.

     

    5.4 Upon
      receipt of notice of exercise and full payment for the Shares in respect of
      which the Option is being exercised, the Company shall, subject to
      Section 15 of the Plan, take such action as may be necessary to effect the
      transfer to the Optionee of the number of Shares as to which such exercise
      was
      effective. Each stock certificate representing Shares issuable upon the exercise
      of the Option shall bear such legends as the Company deems
      appropriate.

     

    5.5 The
      Optionee shall not be deemed to be the holder of, or to have any of the rights
      of a holder with respect to, any Shares subject to the Option until (i) the
      Option shall have been exercised pursuant to the terms of this Agreement and
      the
      Optionee shall have paid the full exercise price for the number of Shares in
      respect of which the Option was exercised and made arrangements acceptable
      to
      the Company for the payment of all applicable Withholding Taxes, (ii) the
      Company shall have issued and delivered the Shares to the Optionee,
      (iii) the Optionee’s name shall have been entered as a shareholder of
      record on the books of the Company and (iv) the Optionee has executed such
      other
      documents as required by the Company to cause the Optionee to be a party to,
      and
      bound by the terms of, the Stockholders Agreement, dated as of [ ]
      among
      the Company and such other stockholders party thereto, whereupon the Optionee
      shall have full voting and other ownership rights with respect to such
      Shares.

     

    6. Termination
      of Option.
      The
      Option shall terminate on the date that is the tenth anniversary of the Grant
      Date, unless terminated earlier as follows:

     

    6.1 If
      the
      employment of the Optionee is terminated for any reason other than the death
      or
      Disability of the Optionee, other than for Cause or other than by reason of
      Redundancy, the portion of the Option that is not then vested and exercisable
      shall immediately terminate. To the extent the Option is vested and exercisable
      as of the date of such termination of employment, the Option shall remain
      exercisable for a period of ninety (90) days following

     


    
      
        
          1
            Not
            applicable to Boots, Beeler and Heseman, whose Agreements include, in
            lieu of
            the bracketed language: “in the event of the Employee’s retirement following the
            fourth anniversary of the Closing Date” ( “in the event of the Employee’s
            retirement following the third anniversary of the Closing Date”, in the case of
            Beeler).

        

        
        

      

      
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    such
      termination of employment, after which time the Option shall automatically
      terminate in full.

     

    6.2 If
      the
      employment of the Optionee is terminated by reason of the death or Disability
      of
      the Optionee or by reason of Redundancy, the Option shall become immediately
      vested and exercisable with respect to an additional 20% of the total Shares
      subject to the Option. Any portion of the Option that is not vested and
      exercisable after giving effect to the immediately preceding sentence shall
      immediately terminate. If the employment of the Optionee is terminated as set
      forth in this Section 6.2, to the extent the Option is vested and exercisable
      as
      of the date of such termination of employment (after giving effect to additional
      vesting set forth in this Section 6.2), the Option shall remain exercisable
      for
      one year following such termination of employment, after which time the Option
      shall automatically terminate in full.

     

    6.3 If
      the
      employment of the Optionee is terminated for Cause, (i) the Option shall
      immediately terminate in full whether or not the Option is then vested and
      exercisable and (ii) the Company shall have the right to purchase from the
      Optionee and the Optionee shall be required to Sell to the Company, at the
      election of the Company at any time following such termination of employment,
      any of the Shares acquired pursuant to the Option at a per share purchase price
      equal to the lesser of (x) the Fair Market Value of a Share at the time of
      such
      purchase by the Company, or (y) the exercise price set forth in Section 2 above.
      The Company’s right of repurchase described herein shall expire on the later of
      (i) one year following the date on which the Optionee’s employment is terminated
      or (ii) the fifth anniversary of the Grant Date.

     

    6.4 Prior
      to
      an IPO, upon the termination of the employment or engagement of the Optionee
      for
      any reason other than Cause, the Company shall have the right to purchase from
      such Optionee and the Optionee (or his successor or representative, as the
      case
      may be) shall be required to Sell to the Company, at the election of the
      Company, all Shares acquired by the Optionee pursuant to the exercise of the
      Option, at a per Share purchase price equal to the Fair Market Value of a Share
      on the date of such purchase; provided,
      however,
      that,
      at the time the Company exercises its right of repurchase described herein,
      the
      Shares acquired by the Optionee pursuant to the exercise of the Option have
      been
      held by the Optionee for at least six months. The Company’s right of repurchase
      described herein shall expire one year following the later of (i) the date
      on
      which the Optionee’s employment is terminated or (ii) the date on which the
      Shares being purchased by the Company were acquired by the Optionee pursuant
      to
      the exercise of an Option.

     

    6.5 Prior
      to
      an IPO, upon the termination of the employment or engagement of the Optionee
      by
      reason of the death, Disability or Retirement of the Optionee, or by reason
      of
      Redundancy of the Optionee, the Optionee (or his successor or representative,
      as
      the case may be) shall have the right to Sell to the Company and the Company
      shall be required to purchase from such Optionee (or his successor or
      representative, as the case may be), at the election of the Optionee, all Shares
      acquired by the Optionee pursuant to the exercise of the Option, at a per Share
      purchase price equal to the Fair Market Value of a Share on the date of such
      Sale; provided,
      however,
      that,
      at the time the Optionee exercises the put right described herein, the Shares
      being Sold have been held by the Optionee for at least six months.
      The

     


    
      
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    Optionee’s
      put right described herein shall expire one year following the date on which
      the
      Optionee’s employment is terminated.

     

    7. Effect
      of Change in Control.

     

    Upon
      a
      Change in Control the Option shall become vested and exercisable with respect
      to
      an additional 20% of the total Shares subject to the Option (e.g., if,
      immediately prior to a Change in Control, 40% of the total Shares subject to
      the
      Option are vested, then following the Change in Control, 60% of the total Shares
      subject to the Option will have vested). Upon an IRR Event, the immediately
      preceding sentence shall not apply, and the Option shall become immediately
      vested and exercisable with respect to an additional 40% of the total Shares
      subject to the Option (e.g., if, immediately prior to a Change in Control that
      would constitute an IRR Event, 40% of the total Shares subject to the Option
      are
      vested, then following the Change in Control, 80% of the total Shares subject
      to
      the Option will have vested).

     

    8. Non-Transferability
      of Option.

     

    Except
      as
      determined by the Committee to accommodate the Optionee’s estate planning, the
      Option shall not be Sold, transferred or otherwise disposed of other than by
      will or by the laws of descent and distribution. During the lifetime of the
      Optionee the Option shall be exercisable only by the Optionee.

     

    9. No
      Right to Continued Employment.

     

    Nothing
      in this Agreement or the Plan shall be interpreted or construed to confer upon
      the Optionee any right with respect to continuance of employment by the Company,
      nor shall this Agreement or the Plan interfere in any way with the right of
      the
      Company to terminate the Optionee’s employment at any time.

     

    10. Withholding
      of Taxes.

     

    The
      Company shall have the right to deduct from any distribution of cash to the
      Optionee an amount equal to the Withholding Taxes with respect to the Option.
      If
      the Optionee is entitled to receive Shares upon exercise of the Option, the
      Optionee shall make arrangements acceptable to the Company for the payment
      of
      the Withholding Taxes prior to the issuance of such Shares.

     

    11. Optionee
      Bound by the Plan.

     

    The
      Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be
      bound by all the terms and provisions thereof.

     

    12. Modification
      of Agreement.

     

    This
      Agreement may be modified, amended, suspended or terminated, and any terms
      or
      conditions may be waived, but only by a written instrument executed by the
      parties hereto.

     


    
      
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    13. Severability.

     

    Should
      any provision of this Agreement be held by a court of competent jurisdiction
      to
      be unenforceable or invalid for any reason, the remaining provisions of this
      Agreement shall not be affected by such holding and shall continue in full
      force
      in accordance with their terms.

     

    14. Governing
      Law.

     

    The
      validity, interpretation, construction and performance of this Agreement shall
      be governed by the laws of the State of Delaware, without giving effect to
      the
      conflicts of laws principles thereof.

     

    15. Binding
      Effect.

     

    This
      Agreement shall inure to the benefit of and shall be binding upon the parties
      hereto and their respective heirs, legal representatives, successors and
      assigns. Neither this Agreement nor any of the rights, interests or obligations
      hereunder shall be assigned by the Optionee without the prior written consent
      of
      the Company.

     

    16. Resolution
      of Disputes.

     

    Any
      dispute or disagreement that may arise under or as a result of, or in any way
      relate to, the interpretation, construction or application of this Agreement
      shall be determined by the Committee. Any determination made by the Committee
      hereunder shall be final, binding and conclusive on the Optionee and the Company
      for all purposes.

     

    


    BERRY
      PLASTICS GROUP, INC.

    


    ______________________

     

     

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    EXHIBIT
      A

     

    EBITDA
      Targets

     

    


     

     

     

    
      
        
        

      

      
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