EX-10.35



 





Exhibit 10.35




First Amendment of

Portola Packaging, Inc.

2002 Stock Option Plan




     WHEREAS, the Portola Packaging, Inc. 2002 Stock Option Plan was adopted by the Board of
Directors on December 15, 2001 and approved by the Stockholders on January 30, 2002; and



     WHEREAS, the Board of Directors has determined that it is in the best interest of the Company
to amend the Plan;



     NOW THEREFORE, BE IT RESOLVED that the Board of Directors hereby adopts the following
amendment of the Plan subject to Stockholder approval.




	 	1.	 	The Plan name is changed to “2002 Stock Benefit Plan”.
	 
	 	2.	 	In paragraph 1 the second to last sentence is replaced with “Benefits granted pursuant
to the Plan, at the discretion of the Company’s Board of Directors (the “Board”), may be
(1) incentive stock options within the meaning of Section 422 of the Internal Revenue Code
(2) options that do not so qualify as incentive stock options and which are referenced
herein as non-statutory stock options, or (3) Restricted Stock.”
	 
	 	3.	 	In paragraph 2 “In the event that any outstanding Restricted Stock does not vest for
any reason or” is added to the beginning of the third sentence.
	 
	 	4.	 	A new paragraph 3.9 is added to read as follows:
	 
	 	 	 	“To grant Restricted Stock to such persons providing services to the Company as the
Board shall determine and upon such terms and conditions as the Board shall determine
from time-to-time. The Board shall also have the same authority and power with regard
to the Restricted Stock as it has with regard to options as set forth in the Plan.”
	 
	 	5.	 	A new paragraph 5.9 is added to the Plan to read as follows:
	 
	 	 	 	“5.9 Restricted Stock
	 
	 	 	 	Restricted Stock shall be subject to such terms and conditions as the Board determines
to be appropriate, including without limitation, restrictions on the sale or other
disposition of such shares. Except as hereinafter provided, or unless the Board
determines otherwise either at the time of the grant of Restricted Stock or at any time
thereafter), shares granted as Restricted Stock pursuant to the Plan shall not be sold,
transferred, assigned or otherwise disposed of by the grantee until such shares are
vested. In the event of termination of employment (including, but not limited to,
retirement of the grantee) for any reason prior to the vesting of the Restricted Stock,













 






	 	 	 	the shares not vested at the time a grantee’s employment ends shall revert back to the
Company and again be available for grant under the Plan. Unless the Board determines
otherwise, Restricted Stock shall vest ratably over the two year period after the date
of grant provided the grantee remains an employee of the Company. If a grantee’s
employment is terminated on account of death or permanent disability of the grantee or
upon such other conditions as the Board may approve, the Board may, in its sole
discretion vest any remaining unvested Restricted Stock of such grantee.
	 	 	 	All restrictions and vesting applicable to any Restricted Stock shall also apply to any
            shares resulting from a stock dividend, stock split, or other distribution of shares of
the Company relating to the Restricted Stock. All unvested Restricted Stock shall
immediately become fully vested upon the consummation of a “change in control” or
similar event or any other event so determined by the Board.
	 
	 	6.	 	In all other paragraphs of the Plan, wherever the Plan uses the term “options” or
“optionee” such terms shall include “restricted stock” and “restricted stock grantee”,
respectively, to the extent that it is appropriate in accordance with the context of the
Plan provisions.