Exhibit 10 (d)
West Pharmaceutical Services
The Law Department
DIRECTOR STOCK OPTION AGREEMENT
GRANT DATE: APRIL 27, 1999
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West Pharmaceutical Services, Inc. (the "Company") and
<> << LastName>> ("Director") agree:
8. Definitions. As used herein:
a) "Board" means the Board of Directors of the Company.
b) "Business Day" means a day on which the New York Stock
Exchange is open for the transaction of business in New
York City and at least one share of the Company's
common stock is traded.
c) "Expiration Date" means the earliest of the following:
1) April 27, 2009;
2) if the Director's service as a director of the
Company terminates by reason of retirement, the
one-year anniversary of the date of such
termination, provided, however, that if the
Director dies during the one-year period after
retirement, the earlier of such anniversary date
or 90 days after death;
3) if the Director's service as a director of the
Company terminates by reasons other than
retirement (including death or disability), the
90-day anniversary of the date of such
termination; or
4) If the Director is removed for cause, the date of
such removal.
d) "Fair Market Value" means the Fair Market Value of a
share of Company common stock as determined pursuant to
the Plan.
e) "Grant Date" means April 27, 1999, the date on which
the Company awarded the Stock Option.
f) "Stock Option" means the option to purchase the Option
Shares hereby granted.
g) "Plan" means the West Pharmaceutical Services, Inc.
1999 Non-Qualified Stock Option Plan for Non-Employee
Directors, the terms of which are incorporated herein
by reference.
h) "Share Price" means the closing price of the Company's
common stock quoted in the New York Stock Exchange
Composite Transactions as published in the New York
edition of The Wall Street Journal.
i) "Option Shares" means the 4,500 shares of the Company's
common stock, par value $.25 per share, which are the
subject of the Stock Option hereby granted
2. Grant of Stock Option. The Company grants to the Director,
as of the Grant Date, the Stock Option to purchase any or
all of the Option Shares at a price of $32.8438 per Share,
on the terms and conditions set forth herein and in the
Plan. The Stock Option hereby granted is a non-qualified
stock option.
3. Time of Exercise. The Stock Option shall become exercisable
in three equal installments of 1,500 Option Shares as
follows:
No. of Option Shares Date of Exercisability
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1,500 The first anniversary of the
Grant Date;
1,500 The second anniversary of the
Grant Date;
1,500 The third anniversary of the
Grant Date;
Provided, however, that the Stock Option shall become
immediately exercisable in full as follows:
1) upon the Director's retirement from the Board; and
2) on the day after both of the following occur: (A) the
Share Price exceeds $43.7150; and (B) the average Share
Price over the next 30 consecutive Business Days
exceeds $43.7150;
3) upon the occurrence of a Change in Control (as that
term is defined in the Plan) to the extent and in the
manner set forth therein.
4. Payment for Option Shares. Full payment for Option Shares
purchased upon the exercise of the Stock Option shall be
made in cash, common stock of the Company valued at its Fair
Market Value on the date of exercise, or in a combination
thereof, as the Board may determine.
5. Manner and Date of Exercise. The Stock Option shall be
exercised by giving written notice of exercise to the Board,
in care of the Secretary, at the Company's main office in
Lionville, Pennsylvania. The date of exercise shall be the
date on which such notice is hand-delivered, placed in the
United States mail, or transmitted via facsimile. Any such
notice shall be irrevocable once given.
6. Issuance of Certificates. Subject to the terms of the Plan,
a certificate for Option Shares issuable on exercise of the
Stock Option shall be delivered to the Director or to his
personal representative, heir or legatee as promptly as
possible after the date of exercise. Fractional Option
Shares shall not be issued and will be accounted for in
accordance with the Plan. Neither the Director nor his
personal representative, heir or legatee shall have any of
the rights of a shareholder with respect to any Option
Shares until the date of the issuance of such certificate.
9. Interpretation. The Board shall have the sole power to
resolve any dispute or disagreement arising out of this
Agreement. The interpretation and construction of any
provision of this Stock Option or the Plan made by the Board
shall be final and conclusive and, insofar as possible,
shall be consistent with the requirements of a non-qualified
stock option.
10. Entire Agreement. This Agreement, including the terms and
conditions of the Plan incorporated herein by reference, is
intended by the parties as a final expression of their
agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties
hereto in respect of the subject matter contained herein.
This Agreement supersedes all prior agreements and
understandings between the parties with respect to such
subject matter.
IN WITNESS WHEREOF, the parties have executed this Agreement in
two counterparts as of the Grant Date.
WEST PHARMACEUTICAL SERVICES, INC.
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By: Xxxx X. Xxxxxx III
Vice President, General Counsel and Secretary
Witness:
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