EXHIBIT (d)(2)
OPTION GRANT UNDER
BWAY CORPORATION FOURTH AMENDED AND RESTATED
1995 LONG-TERM INCENTIVE PLAN
BWAY (the "Company") hereby grants, as of __________ (the "Grant Date"), to
_________________ (the "Optionee"), pursuant to the Company's Fourth Amended and
Restated 1995 Long-Term Incentive Plan (the "Plan"), a Non-Qualified Stock
Option ("NQO") to purchase up to _________ shares of the common stock, par value
$.01 per share, of the Company (the "Stock") at an exercise price of $_______
per share, on the terms and conditions set forth in the Plan. The NQOs shall
vest as follows: 50% on the Grant Date and 50% on the first anniversary of the
Grant Date. In the event of any conflict between the terms and conditions of
the Plan and the description of such terms and conditions contained herein, the
terms and conditions of the Plan shall prevail.
1. Payment. The NQOs may be exercised only by written notice to the Chief
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Financial Officer and the Corporate Controller of the Company at its principal
executive offices accompanied by payment, in cash, of the exercise price for the
shares exercised or, in the discretion of the committee appointed to administer
the Plan (the "Committee"), (i) in cash and/or shares of Stock, or (ii) by
special arrangement through a broker selected by the Committee. The fair market
value of shares of Stock tendered on exercise of the NQO shall be the Fair
Market Value, as defined in the Plan, of such shares as of the close of the
market on the day next preceding the exercise of the option.
2. Termination of Employment.
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(a) Except as provided in paragraph 2(b) below, all rights of the Optionee
pursuant to the NQOs granted hereunder shall expire 90 days after the date of
his or her termination as a director or employee for any reason, unless
otherwise determined by the Committee, but in no event after the expiration date
of the option; provided the Optionee does not engage in Competition (as defined
in the Plan) during such 90-day period unless he or she receives written consent
to do so from the board of directors of the Company or the Committee.
(b) Notwithstanding paragraph 2(a) above, the following special vesting
rules shall apply if the Optionee's employment with the Company terminates prior
to the date that the NQO expires pursuant to paragraph 3 herein:
(i) If the Optionee's employment is terminated due to death or full
disability, all outstanding NQOs of the Optionee shall vest and become fully
exercisable with respect to all of the shares of Stock relating thereto (subject
to the terms of the Plan) and shall expire upon the first anniversary of the
date of such termination but in no event after the expiration date of the NQO.
(ii) If the Optionee retires from employment with the Company, the
Optionee's NQOs shall be vested and fully exercisable with respect to that
portion of the Optionee's NQOs that were exercisable on the date of the
Optionee's retirement (subject to the
terms of the Plan) for a period of up to five years after the date of such
retirement but in no event after the expiration of the NQO; provided the
Optionee does not engage in Competition (as defined in the Plan) during such
five year period unless he or she receives written consent to do so from the
board of directors of the Company or the Committee. Any portion of the
Optionee's NQOs that were not exercisable on the date of the Optionee's
retirement shall expire and be forfeited.
(iii) Upon the termination of the Optionee's employment due to Cause,
as defined in the Plan, all of his or her NQOs shall be forfeited immediately
upon such termination.
3. Terms of Options. The NQOs shall, to the extent not theretofore
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terminated or exercised, expire and become void after ten years and one day from
the Grant Date.
4. Exercise of Option. The NQOs may not be exercised unless vested, and
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then only in accordance with the terms of Paragraph 1 and 5, as well as other
applicable provisions of the Plan.
5. Withholding Taxes. The Company may require, as a condition to any
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exercise of the NQO or to the delivery of certificates for Stock issued
thereunder, that the Optionee pay to the Company, in cash, any federal, state or
local taxes of any kind required by law to be withheld with respect to any
exercise of NQO or any delivery of Stock. The Company, to the extent permitted
or required by law, shall have the right to deduct from any payment of any kind
(including salary or bonus) otherwise due to an Optionee any federal, state or
local taxes of any kind required by law to be withheld with respect to any
exercise of NQO or to the delivery of Stock thereunder or to retain or sell
without notice a sufficient number of the Stock to be issued to such Optionee to
cover any such taxes, provided that the Company shall not sell any such Stock if
such sale would be considered a sale by such Optionee for purposes of Section 16
of the Securities Exchange Act of 1934, as amended.
6. Transferability. The NQOs shall not be transferable by the Optionee
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otherwise than by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Code. The NQOs may be
exercised only by the Optionee thereof or his or her guardian or legal
representative; provided that NQOs may be exercised by such guardian or legal
representative only if permitted by the Code and any regulations promulgated
thereunder.
7. Adjustments. In the event of any change in the corporate structure or
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shares of the Company, the Committee shall make such adjustments to this award
as it deems appropriate. In the event of any merger, consolidation or other
reorganization in which the Company is not the surviving or continuing
corporation or in which a Change in Control is to occur, as defined in the Plan,
all of the Company's obligations regarding the NQOs that were granted hereunder
and that are outstanding on the date of such event shall, on such terms as the
Committee approves prior to such event, be assumed by the surviving or
continuing corporation or canceled in exchange for property (including cash).
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8. Amendment or Substitution of Awards under the Plan. The terms of the
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outstanding NQOs granted hereunder may be amended from time to time by the
Committee in its discretion, provided that no such amendment shall adversely
affect in a material manner any right of the Optionee without his or her written
consent, unless the Committee determines in its discretion that there have
occurred or are about to occur significant changes in the Optionee's position,
duties or responsibility or significant changes which will have a substantial
effect on the performance of the Company, its affiliates, subsidiaries,
divisions or departments, the Plan or an award under the Plan. However, the
Committee may not reduce the exercise price of an outstanding NQO. The
Committee may amend or modify the grant of the outstanding NQOs, however no
modification may be made that would materially adversely affect the NQOs without
the approval of the Optionee.
IN WITNESS WHEREOF, the Company has caused this Instrument to be executed
as of the date written below.
Date: BWAY CORPORATION
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By:
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Its:
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The undersigned hereby acknowledges having read this Instrument and the Plan and
hereby agrees to be bound by all provisions set forth herein and in the Plan.
Date: OPTIONEE
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Name:
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