Exhibit 10.11


    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.

     

    Subject
      to the terms and conditions of this Agreement and the Plan, the Option shall
      become vested and exercisable with respect to five percent of the total number
      of Shares covered by the Option on a quarterly basis, beginning January 1,
      2007
      (the “Initial Vesting Date”) (accordingly, twenty percent of the Shares subject
      to such Option shall have vested by the first anniversary of the Initial Vesting
      Date, and an additional twenty percent of the

     


    
      
         

        
        

      

      
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    Shares
      subject to such Option shall be vested by each of the second, third, fourth
      and
      fifth anniversaries of the Initial Vesting Date).

     

    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
      person 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 person 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 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

     


    
      
        
          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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    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 for Cause,
      the death or Disability of the Optionee, or other than by reason of Redundancy,
      or the voluntary termination of employment by the Optionee, the Option shall
      become vested with respect to an additional 5% of the total Shares subject
      to
      the Option for each full three month period that has elapsed from the last
      vesting date through the date of such termination. 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 voluntarily terminated by the Optionee, the portion of the Option
      that is not then vested and exercisable shall immediately terminate. To the
      extent the Option is vested and exercisable upon a termination described in
      this
      Section 6.1, the Option shall remain exercisable for a period of ninety
      (90) days following 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, plus an additional 5% of the total Shares subject to
      the
      Option for each full three month period that has elapsed from the last vesting
      date through the date of such termination. 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.

     


    
      
         

        
        

      

      
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    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 Shares
      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
      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.

     


    
      
         

        
        

      

      
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    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. Notwithstanding the vesting provisions contained in the Plan
      on
      the Grant Date, the Optionee hereby acknowledges that the vesting of the Option
      shall be in accordance with the provisions of paragraph 4 herein.

     

    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.

     


    
      
         

        
        

      

      
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    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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