Exhibit 10.12


    BERRY
      PLASTICS GROUP, INC.

    STOCK
      APPRECIATION RIGHTS AGREEMENT

     

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

     

    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
      a stock appreciation right to the Grantee as provided herein; 

     

    NOW,
      THEREFORE, the parties hereto agree as follows:

     

    1. Grant
      of SAR.

     

    1.1 The
      Company hereby grants to the Grantee the right and option (the “SAR”)
      to
      receive an amount in cash equal in value to the excess, if any, of the Fair
      Market Value of a Share on the date of exercise over the exercise price paid
      pursuant to Paragraph 2 below, and in accordance with, the terms and conditions
      set forth in this Agreement and the Plan.

     

    1.2 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 Grantee shall be entitled to exercise the SAR, to the extent vested
      and exercisable, shall be $[ 
      ] per
      underlying Share.

     

    3. Duration
      of SAR.

     

    The
      SAR
      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 SAR may be earlier terminated as set forth herein.

     

    4. Vesting
      and Exercisability of SAR.

     

    (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 SAR shall become vested and exercisable with respect to the percentage
      of
      the total number of Shares covered by the SAR indicated on Exhibit
      A
      next to
      such EBITDA Target as of the date that the Committee determines that such EBITDA
      Target has been achieved (the “Determination
      Date”).
      Notwithstanding anything contained in this Agreement or the Plan to the
      contrary, in the event that an Grantee’s employment is terminated other than
      for

     


    
      
         

        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    


    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 Grantee 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 with
      respect to which the SAR 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 Grantee 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
      SAR
      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 Grantee 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 SAR 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 Grantee is electing to exercise the SAR and the number of Shares in respect
      of which the SAR is being exercised and shall be signed by the person or persons
      exercising the SAR. 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 SAR.

     

    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 SAR is being exercised; provided,
      however,
      that
      following a Termination of Employment (i) by the Company without Cause or (ii)
      by the Grantee after the second anniversary of the Closing following the
      attainment of (x) age 55 and (y) at least ten years of

     


    
      
         

        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    completed
      service with the Company and/or its Subsidiaries, or otherwise in the sole
      discretion of the Committee, payment
      of the full exercise price for the Shares in respect of which an SAR 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, the SARs granted hereunder may, to the
      extent then vested, be exercised at any time prior to the expiration thereof
      in
      accordance with Section 6 below, by delivering a written notice to the Company
      stating the number of Shares with respect to which the SARs granted hereunder
      are being exercised. 

     

    5.4 Upon
      receipt of notice of exercise, the Company shall, subject to Section 15 of
      the Plan, take such action as may be necessary to effect the transfer to the
      Grantee of an amount in cash equal to the Fair Market Value of the number of
      Shares as to which such exercise was effective. 

     

    5.5 The
      Grantee 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 SAR. 

     

    6. Termination
      of SAR.
      The SAR
      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 Grantee is terminated for any reason other than the death
      or
      Disability of the Grantee, other than for Cause or other than by reason of
      Redundancy, the portion of the SAR that is not then vested and exercisable
      shall
      immediately terminate. To the extent the SAR is vested and exercisable as of
      the
      date of such termination of employment, the SAR shall remain exercisable for
      a
      period of ninety (90) days following such termination of employment, after
      which
      time the SAR shall automatically terminate in full.

     

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

     

    6.3 If
      the
      employment of the Grantee is terminated for Cause, (i) the SAR shall immediately
      terminate in full whether or not the SAR is then vested and exercisable and
      (ii)
      the Grantee shall be required to pay to the Company, at the election of the
      Company at any time following such termination of employment, an amount in
      cash
      equal to the proceeds received by the Grantee pursuant to the exercise of the
      SAR granted hereunder. The Company’s right to receive payment as described
      herein shall expire on the later of (i) one year following the date on which
      the
      Grantee’s employment is terminated or (ii) the fifth anniversary of the Grant
      Date.

     


    
      
         

        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    


    7. Effect
      of Change in Control.

     

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

     

    8. Non-Transferability
      of SAR.

     

    Except
      as
      determined by the Committee to accommodate the Grantee’s estate planning, the
      SAR 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 Grantee
      the SAR shall be exercisable only by the Grantee.

     

    9. No
      Right to Continued Employment.

     

    Nothing
      in this Agreement or the Plan shall be interpreted or construed to confer upon
      the Grantee 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 Grantee’s employment at any time.

     

    10. Withholding
      of Taxes.

     

    The
      Company shall have the right to deduct from any distribution of cash to the
      Grantee an amount equal to the Withholding Taxes with respect to the SAR.


     

    11. Grantee
      Bound by the Plan.

     

    The
      Grantee 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.

     

    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.

     


    
      
         

        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    


    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 Grantee 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 Grantee and the Company
      for all purposes.

     

    


    BERRY
      PLASTICS GROUP, INC.

     

    ___________________________

     

    ______________________


    


    


     

    


    


    


     


    
      
        
          


        

        
        

      

      
        -5-

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      A

     

    EBITDA
      Targets 

     

    


     

     

     

     

    
      
        
        

      

      
        -6-