Form of Stock Option Award Agreement


 EXHIBIT 4(c) 
  
 Form of Award Agreement 
  
 GREIF, INC. 
  
 STOCK OPTION AWARD AGREEMENT 
 UNDER THE 
 2005 OUTSIDE DIRECTORS EQUITY AWARD PLAN 
  
 Greif, Inc., a Delaware corporation (the “Company”), has granted to [name of outside director] (the “Grantee”), an option (the
“Option”) to purchase [# of shares] shares of Class A Common Stock, without par value, of the Company (the “Shares”) at an exercise price of $[            ] per
Share. The Option has been granted pursuant to the Company’s 2005 Outside Directors Equity Award Plan (the “Plan”) and shall be subject to all of the provisions of the Plan, which are hereby incorporated herein by reference, and shall
be subject to the following provisions of this agreement. Capitalized terms used in this agreement which are not otherwise defined herein shall have the meanings ascribed to such terms in the Plan. 
  
 §1. Time of Exercise. The Option shall be exercisable at any time
on or after [                        ] (the “Grant Date”) and prior to the tenth anniversary of the Grant Date.
The Option is fully vested and exercisable as of the Grant Date. If any portion of the Option has not been exercised as of the tenth anniversary of the Grant Date, then that unexercised portion of the Option shall expire. 
  
 §2. Method of Exercise. The Option may be exercised, in whole or
in part, from time to time by giving written notice (in substantially the form attached as Exhibit A) delivered in person or by certified mail to the Secretary of the Company, which notice shall: 
  
 (a) State that the Option is thereby being exercised, the
number of Shares (which must be a whole number) with respect to which the Option is being exercised, the person in whose name any certificates for the Shares should be registered and such person’s address and social security number, and the
time for delivery of the Shares; 
  
 (b) Be
signed by the person or persons entitled to exercise the Option and, if the Option is being exercised by anyone other than the Grantee, be accompanied by proof satisfactory to counsel for the Company of the right of such person or persons to
exercise the Option under the Plan and all applicable laws and regulations; and 
  
 (c) Contain such representations and agreements with respect to the investment intent of such person or persons exercising the Option in
form and substance satisfactory to counsel for the Company. 
  
 §3. Payment of Price. Upon exercise of the Option with respect to any of the Shares in the manner described in §2 above, the Company shall deliver a certificate or certificates for those Shares to the specified person or
persons at the specified time at the principal office of the Company, which such Shares shall be delivered upon payment in the following manner of the total exercise price for those Shares: (a) by certified or bank cashier’s check; (b) by
delivery of unrestricted Shares having a fair market value on the date of such delivery equal to the total exercise price; (c) by surrender of Shares subject to the Option which have a fair market value equal to the total exercise price at the time
of exercise; or (d) by a combination of the preceding methods. 
  
 §4. Transferability. Except as otherwise set forth in this §4, the Option shall not be transferable by the Grantee other than by will or the laws of descent and distribution. During the lifetime of the Grantee, the Option
shall be exercisable (subject to any other applicable restrictions on exercise) only by the Grantee for the Grantee’s own account. Upon the death of the Grantee, the Option shall be exercisable (subject to any other applicable restrictions on
exercise) only by the executor or administrator of the Grantee’s estate. 






 Notwithstanding the foregoing to the contrary, the Option or any portion thereof may be gifted (i.e., no
payment of consideration) by the Grantee, from time to time, to one or more of the Grantee’s spouse, domestic or life partner, children, grandchildren, nieces, or nephews, to the trustee of a trust for the principal benefit of one or more of
such persons, or to partnerships whose only partners are one or more of such persons. The Option or any portion thereof which is gifted shall continue to be subject to all provisions and conditions of the Plan and this agreement, including without
limitation, restrictions on further transferability and limitations on exercise following the cessation of the Grantee as a director, provided that the person receiving a gift of the Option or any portion thereof shall have the same right to
exercise the Option or any portion thereof gifted as the Grantee. 
  
 §5. Termination of Option. If the Grantee ceases to be a director of the Company for any reason, then the Option or any unexercised portion of the Option shall terminate unless it is exercised within six months after the date
the Grantee ceases to be a director (but in no event after expiration of the original term of the Option); provided that if the Grantee ceases to be a director by reason of the Grantee’s death, then the six-month period shall instead be a
one-year period. 
  
 §6. Taxes. The Grantee hereby
agrees that, upon request by the Company, the Grantee shall pay to the Company an amount equal to all taxes which the Company is required to withhold with respect to the receipt by the Grantee of Shares pursuant to the Grantee’s exercise of the
Option or any portion thereof or make arrangements satisfactory to the Company regarding the payment of such taxes, or, in lieu thereof, the Company shall have the right to retain, or sell without notice, a number of Shares subject to such Option
exercise sufficient to cover the amount required to be withheld. The obligations of the Company under the Plan shall be conditional on such payment or other arrangements acceptable to the Company. 
  
 §7. Compliance with Securities Laws. No portion of the Option
shall be exercisable, and no Shares shall be deliverable under this agreement or the Plan, except in compliance with all applicable federal and state securities laws and regulations. The Company may require the Grantee and any assignee of the
Grantee acquiring Shares pursuant to the exercise of the Option or any portion thereof (a) to represent and warrant to and agree with the Company in writing that such person or persons are acquiring the Shares without a view to distribution thereof,
and (b) to make such additional representations, warranties and agreements with respect to the investment intent of such person or persons exercising the Option as the Company may reasonably request. 
  
 All certificates for the Shares shall be subject to such stop-transfer orders
and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are then listed, and any applicable federal or state
securities laws, and the Company may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. 
  
 §8. Section 16 Compliance. Unless the Grantee could otherwise dispose of the Shares without incurring liability under Section 16(b) of the
Exchange Act, Shares acquired upon the exercise of the Option or any portion thereof may not be disposed of until at least six months have elapsed from the Grant Date. 
  

			
	GREIF, INC.
		
	By	 	  


	 	 	[Corporate Officer]


  
 Acceptance of
Agreement 
  
 The Grantee hereby: (a) acknowledges receiving a
copy of the Plan and represents that the Grantee is familiar with all provisions of the Plan; and (b) accepts this agreement and the Option granted to the Grantee under this agreement subject to all terms, provisions, and restrictions of both the
Plan and this agreement. 
  

	
	 
	
	  


	 [Name of Option Holder]
 Dated as of:
[                    ]









 EXHIBIT A 
  
 Form of Notice to Exercise Option 
  
 [Date] 
  
 Greif, Inc. 
 425 Winter Road 
 Delaware, Ohio 43015 
  

	Attention:	Secretary 

  
 Ladies and Gentlemen: 
  
 This
letter shall constitute the written notice pursuant to §2 of the Stock Option Award Agreement with a “Grant Date” of
[                        ] (the “Agreement”), between [name of outside director] and Greif, Inc., a Delaware
corporation (the “Company”). The undersigned, the holder of an option (the “Option”) to purchase the number of shares of Class A Common Stock, without par value (the “Shares”), of the Company set forth in the Agreement
pursuant to the Company’s 2005 Outside Directors Equity Award Plan, which Option is evidenced by the Agreement, hereby exercises the Option with respect to [            ] Shares.
Certificates for the Shares to be issued in connection with this exercise should be registered in the name set forth below and delivered to the principal office of the Company on or about
[            ] (the “Delivery Date”) [more than 10 but less than 20 business days from the date of this notice]: 
  
  
  

 Name 
  
  

 Street Address 
  
  
  

 City, State, and Zip Code 
  
  
  

 Social Security Number 
  
 Payment of the exercise price for the Shares to which this notice relates shall be made on or prior to the Delivery Date in the manner set forth in §3 of the Agreement. 
  

	
	Sincerely,
	
	  


	[Name of Option Holder]