exhibit1019.htm


    EXHIBIT
10.19


      


      


      


      WEST
PHARMACEUTICAL SERVICES, INC.

      NON-QUALIFIED
DEFERRED COMPENSATION PLAN

      FOR
OUTSIDE DIRECTORS

      


      


      


      


      


      


      


      


      


      


      


      
        PLAN
DOCUMENT

      

      


      


      As
Amended and Restated Effective as of January 1, 2008

      



      
        
          
            K:\EDGAR\2009\10K\Exhibit
10.19 - Directors NQDC Plan Restatement.doc

            


          

           


        

        
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      NON-QUALIFIED
DEFERRED COMPENSATION PLAN

      FOR
OUTSIDE DIRECTORS

      


      (As
Amended and Restated Effective January 1, 2008)

      


      


       

      The Board of Directors of West
Pharmaceutical Services, Inc. (the “Company”) hereby adopts the West
Pharmaceutical Services, Inc. Non-Qualified Deferred Compensation Plan for
Outside Directors, as amended and restated (the “Plan”), effective May 27, 1999,
except as otherwise provided herein.  The Plan was formerly known as
The West Company, Incorporated Non-Qualified Deferred Compensation Plan for
Outside Directors.  The purpose of the Plan is to defer the receipt of
all or a portion of the Directors’ Fees payable to the Company’s Eligible
Directors.

       

      The Plan also provides for the
crediting, using a separate account, of stock equivalents (the “Stock
Equivalents”) that (i) are awarded to a Director under the West Pharmaceutical
Services, Inc. Stock-Equivalents Compensation Plan for Non-Employee Directors
(the “Stock-Equivalents Plan”), (ii) were credited to the Director pursuant to
the conversion of the Director’s benefit under the Company’s Retirement Plan for
Non-Employee Directors under the terms of the Stock-Equivalents Plan, or (iii)
were awarded as Stock Units under the Company’s 2004 Stock-Based Compensation
Plan (the “2004 Stock Plan”) or any predecessor or successor plan thereto
designated by the Board.

       

      Finally, the Plan provides for the
crediting of Deferred Stock awarded under the Company’s 2007 Omnibus Incentive
Compensation Plan (the “2007 Omnibus Plan”) or any predecessor or successor plan
thereto designated by the Board.

       

      ___________________________________

       

      
        	
                1.  

              	
                Eligible
      Directors.  Duly elected members of the Board of
      Directors of the Company (“Directors”) eligible to participate in this
      Plan shall be those Directors who are not officers or employees of the
      Company or any of its subsidiaries as defined in section 425 (f) of the
      Internal Revenue Code of 1986, as
amended.

              


      

       

      
        	
                2.  

              	
                Deferrable
      Compensation.  An Eligible Director may elect to defer
      all or any part or none of the compensation payable to such Eligible
      Director by the Company for services rendered as a director (“Directors’
      Fees”).

              


      

       

      
        	
                3.  

              	
                Crediting of Stock
      Equivalents.  An Eligible Director shall also be credited
      with any Stock Equivalents awarded or credited to the Director under the
      Stock-Equivalents Plan and Stock Units credited under the 2004 Stock Plan,
      in accordance with the terms and conditions contained
    therein.

              


      

       

      
        	
                4.  

              	
                Crediting of Deferred
      Stock.  An Eligible Director shall also be credited with
      any Deferred Stock awarded to the Director under the 2007 Omnibus Plan, or
      any successor plan thereto, in accordance with the terms and conditions
      contained therein.

              


      

       

      
        	
                5.  

              	
                Election to
      Defer.

              


      

       

      
        	
                a)  

              	
                An
      Eligible Director who desires to defer payment of his or her Directors’
      Fees in any calendar year shall notify the Company’s Secretary in writing
      on or before December 31 of the prior year, stating how much of his or her
      Directors’ Fees shall be deferred.  Except as provided in
      Sections 5(b) or 5(c), an election so made shall be irrevocable and shall
      apply to payments made in each calendar year thereafter until the Director
      shall, on or before December 31, notify the Company’s Secretary in writing
      that a different election shall apply to the following calendar
      years.  Any such election shall likewise continue in effect
      until similarly changed.

              


      

       

      
        
          
          

        

        
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                b)  

              	
                By
      notifying the Company in writing, an Eligible Director may cancel (but not
      postpone) his or her deferral election, if either the Eligible Director
      experiences an “unforeseeable emergency” within the meaning of Section
      409A of the Code.  Future elections to defer are subject to
      Section 5(a).

              


      

       

      
        	
                c)  

              	
                An
      Eligible Director may cancel (but not postpone) his or her deferral
      election, if he or she experiences a Disability, provided that the
      Eligible Director notifies the Company in writing by the later of the date
      that is 21⁄2 months following the date such Director incurred a Disability
      or the end of the calendar year containing the year in which the Director
      incurred a Disability.  For purposes of this Section 5(c), a
      “Disability” is any medically determinable physical or mental impairment
      resulting in the service provider’s inability to perform the duties of his
      or her position or any substantially similar position, where such
      impairment can be expected to result in death or can be expected to last
      for a continuous period of not less than six
  months.

              


      

       

      
        	
                6.  

              	
                Non-Deferred
      Compensation.  Any Directors’ Fees that are not deferred
      under this Plan shall be paid in line with normal Company
      policy.

              


      

       

      
        	
                7.  

              	
                Deferred Compensation
      Accounts.

              


      

       

      
        	
                a)  

              	
                Credits. At the
      time that a Director makes an election to defer under Paragraph 5 above,
      the Director shall also indicate whether the amount he or she chooses to
      defer shall be credited to an “A” Account or to a “B” Account, as
      described below.  The Company shall then establish such an
      Account for that Director.  The Company shall also establish a
      “C” Account for purposes of crediting Stock Equivalents awarded or
      credited under the Stock-Equivalents Plan and Stock Units awarded under
      the 2004 Stock Plan and a “D” Account for purposes of crediting Deferred
      Stock awarded.

              


      

       

      
        	
                i)  

              	
                “A”
      Account.  If a Director elects an “A” Account, his or her
      account shall be credited on the last business day of each calendar
      quarter with the amount of his or her Directors’ Fees earned during that
      quarter but deferred pursuant to Paragraph
5.

              


      

       

      
        	
                ii)  

              	
                “B” Account. If
      a Director elects a “B” Account, his or her account shall be credited on
      the last business day of each calendar quarter with a number of Stock
      Equivalents equal to that number (including fractions) obtained by
      dividing the amount of his or her Directors’ Fees earned during that
      quarter but deferred under Paragraph 5, by the Fair Market Value of the
      Company’s common stock (the “Common Stock”) on the last business day of
      such calendar quarter.

              


      

       

      
        
          
          

        

        
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                iii)  

              	
                “C” Account. A
      Director’s “C” Account shall be credited, from time to time, with the
      Stock Equivalents, if any, that are awarded to the Director under the
      Stock-Equivalents Plan and Stock Units, if any, that are awarded to the
      Director under the 2004 Stock Plan.

              


      

       

      
        	
                iv)  

              	
                “D”
      Account.  A Director’s “D” Account shall be credited,
      from time to time, with Deferred Stock, if any, that are awarded under the
      2007 Omnibus Plan.

              


      

       

      
        	
                v)  

              	
                “Fair Market
      Value” (for all purposes of this Plan) shall mean the reported
      closing asked price of the Common Stock on the date in question on the
      principal national securities exchange on which it is then listed or
      admitted to trading.  If no reported sale of Common Stock takes
      place on the date in question on the principal exchange, then the reported
      closing asked price of the Common Stock on such date on the principal
      exchange shall be determinative of “Fair Market
  Value.”

              


      

       

      
        	
                vi)  

              	
                Grandfathering of
      Pre-2005 Amounts.  Each “A,” “B,” and “C” Account shall
      be divided into separate book accounts to reflect (I) amounts earned and
      vested on or before December 31, 2004 and the earnings credited thereon
      (“Grandfathered Amounts”), and (II) amounts earned and vested on or after
      January 1, 2005 and the earnings credited thereon (“Grandfathered
      Amounts”)

              


      

       

      
        	
                b)  

              	
                Earnings. In
      addition, the Company shall credit the indicated Account as
      follows:

              


      

       

      
        	
                i)  

              	
                “A”
      Account.  As of January 1, April 1, July 1 and October 1
      of each year, the Company shall credit, as earnings to each “A” Account
      established on behalf of a Director, an amount equal to a percentage of
      the balance in each such “A” Account at the end of the preceding calendar
      quarter, determined without regard to any additions made to such “A”
      Account as of the last business day of that calendar
      quarter.  Such percentage shall be equal to one-fourth of the
      prime rate of interest at the Company’s principal commercial bank in
      effect on the last day of such
quarter.

              


      

       

      
        	
                ii)  

              	
                “B” Account. As
      of January 1, April 1, July 1 and October 1 of each year, the Company
      shall credit as earnings to each “B” Account, an additional number of
      Stock Equivalents.  Effective January 1, 2009, the number of
      additional Stock Equivalents to be credited shall be determined by
      dividing the dividends paid during the preceding calendar quarter with
      respect to the number of shares of Common Stock equal to the Stock
      Equivalents in the “B” Account on the relevant dividend record dates, by
      the Fair Market Value of the on the such dividend record
    date.

              


      

       

      
        	
                iii)  

              	
                “C” Account. As
      of January 1, April 1, July 1 and October 1 of each year, the Company
      shall credit as earnings to each “C” Account an additional number of Stock
      Equivalents.  Effective January 1, 2009, the number of
      additional Stock Equivalents to be credited shall be determined by
      dividing the dividends paid during the preceding calendar quarter with
      respect to the number of shares of Common Stock equal to the Stock
      Equivalents in the “C” Account on the relevant dividend record dates, by
      the Fair Market Value of the Common Stock on such dividend record
      date.

              


      

       

      
        
          
          

        

        
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                iv)  

              	
                “D” Account. As
      of January 1, April 1, July 1 and October 1 of each year, the Company
      shall credit as earnings to each “D” Account an additional number of
      shares of Deferred Stock.  Effective January 1, 2009, the number
      of additional shares of Deferred Stock to be credited shall be determined
      by dividing the dividends paid during the preceding calendar quarter with
      respect to the number of shares of Common Stock equal to the Stock
      Equivalents in the “D” Account on the relevant dividend record dates, by
      the Fair Market Value of the Common Stock on the such dividend record
      date.

              


      

       

      
        	
                8.  

              	
                Adjustments.  In
      the event of any change in the Common Stock, the value and attributes of
      each Stock Equivalent shall be appropriately adjusted consistent with such
      change to the same extent as if such Stock Equivalents were instead,
      issued and outstanding shares of Common Stock.  A change
      referred to in this Paragraph includes, without limitation, a stock
      dividend, recapitalization, reorganization, merger, consolidation,
      split-up, combination or exchange of shares, or rights offering to
      purchase Common Stock at a price substantially below fair market value, or
      any similar change affecting the Common
Stock

              


      

       

      
        	
                9.  

              	
                Payment of Deferred
      Compensation.  The balance in a Director’s Account shall
      be determined on the first day of the calendar quarter following the
      calendar quarter in which he or she ceases to be a Director of the
      Company, whether by reason of death, resignation, removal, failure of
      re-election, or otherwise (“Termination
Date”).

              


      

       

      
        	
                a)  

              	
                Balances
      of each Account shall be determined as
follows:

              


      

       

      
        	
                i)  

              	
                The
      balance in a Director’s “A” Account shall be the dollar amount credited to
      such Account as of the Termination
Date.

              


      

       

      
        	
                ii)  

              	
                The
      balance in a Director’s “B” and “C” Accounts shall be the dollar amount
      that would be derived if shares of Common Stock equal in number to the
      Stock Equivalents credited to such Account as of the Termination Date were
      sold at Fair Market Value on the Termination
  Date.

              


      

       

      
        	
                iii)  

              	
                The
      balance in a Director’s “D” Account shall be the number of shares of
      Deferred Stock credited to such Account as of the Termination Date
      (inclusive of additional shares credited due to dividends payable under
      Section 7).

              


      

       

      
        	
                b)  

              	
                Subject
      to a Director’s election to receive his or her distribution in an
      alternate form and method as permitted pursuant to Section 9(c), a
      Director shall receive the balance in each of his or her Accounts in ten
      equal installments.  The first installment shall be paid on the
      January 15 immediately following the Termination Date, and the others
      shall be paid on January 15 of the second through tenth years following
      the Termination Date.  With respect to amounts credited to a
      Director’s “B” and “C” Account as of such Director’s Termination Date, the
      second through tenth installments shall be increased by earnings that
      would have been credited to the remaining balance if it had been held in
      an “A” Account during the year.  The shares credited to the
      Director’s “D” Account upon his Termination shall only be increased to
      reflect dividends paid on the underlying Deferred Stock under Section
      5(b).

              


      

       

      
        
          
          

        

        
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                c)  

              	
                A
      Director may make an election to receive a distribution of his or her
      Accounts in lump sum or other annual installment form to the extent
      permitted by this Section 9(c),

              


      

       

      
        	
                i)  

              	
                With
      respect to Grandfathered Amounts, a Director may make an election to
      receive a single, lump sum payment of the balance in a Director’s
      Accounts.  Such lump sum election is revocable, but must be made
      no later than December 31 of the year before the year of a Director’s
      Termination Date.

              


      

       

      
        	
                ii)  

              	
                With
      respect to Non-Grandfathered Amounts, a Director may make an irrevocable
      election to receive either (I) a single, lump sum payment of the balance
      in a Director’s Accounts or (II) annual installments for a period between
      two and nine years, which shall be payable in the same amount and in the
      same time and manner described in Section 9(b).  Such election
      must be made on or before the later of (a) December 31, 2008, or (b) the
      date a Director submits his initial deferral and form of payment election
      for participation in the Plan, which date shall be no later than 30 days
      following the Director’s initial eligibility to participate in the
      Plan.

              


      

       

      
        	
                iii)  

              	
                If
      the Director makes a lump sum election pursuant to Section 9(c)(i) for
      Grandfathered Amounts or 9(c)(ii) for Non-Grandfathered Amounts, (I) the
      balance in a Director’s “A” Account, “B” Account and “C” Account, as
      determined above, shall be paid to him or her in cash in a lump sum
      payable during the month following the Termination Date (or January 15,
      2009, if later), and (II) the balance in a Director’s “D” Account, as
      determined above, shall be paid to him or her by the issuance of shares of
      Common Stock plus cash equal to the fair market value of any partial
      shares of Deferred Stock credited to such Director’s “D” Account during
      the month following the Termination Date (or January 15, 2009, if
      later).

              


      

       

      
        	
                10.  

              	
                Designation of
      Beneficiary.  If a Director dies before receiving the
      entire balance of his or her Accounts, any balance remaining in the
      Accounts shall be paid in a lump sum to the Director’s designated
      beneficiary.  If the Director has not designated a beneficiary
      in writing to the Company’s Secretary, then the balance shall be paid to
      the Director’s estate.  Any designation of beneficiary may be
      revoked or modified at any time by the
Director.

              


      

       

      
        	
                11.  

              	
                Unsecured Obligation
      of Company. The Company’s obligations to establish and maintain
      Accounts for each electing Eligible Director and to make payments of
      deferred compensation to such Eligible Director under this Plan shall be
      the general unsecured obligations of the Company.  The Company
      shall have no obligation to establish any separate fund, purchase any
      annuity contract or in any other way make special provision or specially
      earmark any funds for the payment of any amounts called for under this
      Plan.  Neither this Plan nor any actions taken under or pursuant
      to this Plan shall be construed to create a trust of any kind, or a
      fiduciary relationship between the Company and any Eligible Director, his
      or her designated beneficiary, executors or administrators, or any other
      person or entity.  If the Company chooses to establish such a
      fund or purchase such an annuity contract or make any other arrangement to
      provide for the payment of any amounts called for under this Plan, such
      fund, contract or arrangement shall remain part of the general assets of
      the Company.  No person claiming benefits under this Plan shall
      have any right, title, or interest in or to any such fund, contract or
      arrangement.

              


      

       

      
        
          
          

        

        
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                12.  

              	
                Withholding of
      Taxes. The rights of a Director to payments under this Plan shall
      be subject to the Company’s obligations, if any, to withhold from such
      payments all applicable federal, state, local or foreign withholding
      taxes.

              


      

       

      
        	
                13.  

              	
                Non-Assignability.
      Except as described in Paragraph 10, no portion of a Director’s Account
      may be assigned or transferred in any manner, and no Account shall be
      subject to anticipation or to voluntary or involuntary
      alienation.

              


      

       

      
        	
                14.  

              	
                Amendments and
      Termination.

              


      

       

      
        	
                a)  

              	
                The
      Plan may be amended at any time by the entire Board of Directors or by a
      Committee of the Board of Directors consisting only of Directors not
      eligible to defer compensation under the Plan.  The Board may
      amend or terminate the Plan at any time; provided that no amendment may be
      made without:

              


      

       

      
        	
                i)  

              	
                the
      appropriate approval of the Company’s shareholders if such approval is
      necessary to comply with any tax or other regulatory requirement,
      including any shareholder approval required as a condition to the
      exemptive relief under Section 16(b) of the Securities Exchange Act of
      1934, as amended from time to time, and the regulations promulgated
      thereunder (the “Exchange Act”); or

              


      

       

      
        	
                ii)  

              	
                the
      Director’s consent, if such amendment would adversely impair or affect any
      rights or obligations of the Director under the
  Plan.

              


      

       

      
        	
                b)  

              	
                Prior Shareholder and
      Eligible Director Approval. Anything herein to the contrary
      notwithstanding, the Board may amend the Plan without the consent of
      Eligible Directors or shareholders to comply with the requirements of Rule
      16b-3 issued under the Exchange Act, or any successor rules promulgated by
      the Securities and Exchange
Commission.

              


      

       

      
        	
                15.  

              	
                Restatement Effective
      Date. The Plan as amended and restated herein shall be effective
      with respect to Director’s Fees, Stock Equivalents, Stock Units and
      Deferred Stock payable on or after January 1, 2008, except to the extent
      required to have an earlier effective date pursuant to Section 409A of the
      Internal Revenue Code.

              


      

       


      
        
          
            


             

          

           


        

        
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