Exhibit 10.23
Silgan Holdings Inc.
2004 Stock Incentive Plan
FORM OF
OPTION AGREEMENT
______________________
(Employee)
Date of Grant: _________________
Shares for Which Option May Be Exercised: _____
OPTION AGREEMENT made in Stamford, Connecticut, between Silgan Holdings
Inc. and ____________________________.
1. Grant of Award. The Company has granted you an Option to purchase
_______ Shares of common stock of the Company, subject to the provisions of this
Agreement. This Option is a nonqualified Option.
2. Exercise Price. The purchase price of the Shares covered by the Option
will be $_____________ per Share.
3. Vesting. The Option will vest and become exercisable in five equal
installments beginning 12 months after the Date of Grant with respect to the
Shares covered by the Option as follows:
Date From Which Number
Option Installment of
May be Exercised Shares
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4. Term of Option. The Option must be exercised prior to, and will expire
upon, the close of business on the date that is seven (7) years from the Date of
Grant, subject to earlier termination or cancellation as provided in paragraphs
7 or 8 hereof.
5. Payment of Exercise Price. You may pay the Exercise Price by cash,
certified check, bank draft, wire transfer or postal or express money order.
Alternatively, payment may be made by (i) delivering to the Company a properly
executed exercise notice with irrevocable instructions to a broker to deliver
promptly to the Company sale or loan proceeds adequate to satisfy the portion of
the Exercise Price being so paid, or (ii) tendering to the Company (by
physical delivery or attestation) certificates of common stock of the Company
that you have held for six (6) months or longer and that have an aggregate Fair
Market Value as of the day prior to the date of exercise equal to the portion of
the Exercise Price being so paid. You may not, however, tender any form of
payment that the Company determines, in its sole and absolute discretion, could
violate any law or regulation. You are not required to purchase all Shares
subject to the Option at one time, but you must pay the full Exercise Price for
all Shares that you elect to purchase before they will be delivered.
6. Exercise of Option. Subject to the terms and conditions of this
Agreement, the vested Option may be exercised by contacting the Secretary of the
Company. If the Option is exercised after your death, the Company will deliver
Shares only after the Secretary of the Company has determined that the person
exercising the Option is the duly appointed executor or administrator of your
estate or the person to whom the Option has been transferred by your will or by
the applicable laws of descent and distribution.
7. Termination of Employment. If your employment with the Company
terminates before the end of the Option's seven (7)-year term, your Option, to
the extent vested, will remain exercisable as set forth below:
Event Exercise Period
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Retirement (voluntary Expires upon earlier of (i) original expiration
termination of Service date, or (ii) 12 months after date of Retirement.
on or after age 60 with If you die prior to end of this 12-month period,
10 years of Service) expires 6 months after death, even if later than
original expiration date. Unvested Option
immediately cancelled on date of Retirement.
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Death Expires upon earlier of (i) original expiration
date (but no earlier than 6 months after death),
or (ii) 12 months after date of death. Unvested
Option immediately cancelled on date of death.
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Disability Expires upon earlier of (i) original expiration
date, or (ii) 12 months after incurring
Disability. If you die prior to end of this
12-month period, expires 6 months after death,
even if later than original expiration date.
Unvested Option immediately cancelled on date of
termination due to Disability.
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Involuntary termination Expires upon earlier of (i) original expiration
of employment (other than date, or (ii) 90 days after date of termination
Retirement, death or of employment. If you die prior to end of this
Disability) not for Cause 90-day period, expires 6 months after death, even
if later than original expiration date.
Unvested Option immediately cancelled on date
of termination.
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Involuntary termination Options (vested and unvested) immediately
of employment for Cause cancelled.
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Voluntary resignation Options (vested and unvested) immediately
(other than Retirement) cancelled.
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8. Change in Control. In the event of a Change in Control, the vesting of
any unvested Options will be in accordance with the terms of the Plan.
9. Withholdings. The Company will have the right, prior to the issuance or
delivery of any Shares in connection with the exercise of the Option, to
withhold or demand from you the amount necessary to satisfy the applicable tax
requirements, as determined by the Company.
10. Transfer of Award. You may not transfer any interest in your Option,
except by will or the laws of descent and distribution. Any other attempt to
dispose of your interest in your Option will be null and void.
11. Adjustments. In the event of any subdivision of the common stock of the
Company, a declaration of a dividend payable in Shares, or a combination or
consolidation of the outstanding common stock (by reclassification or
otherwise), the Committee will make appropriate adjustments to the Exercise
Price, the number and kind of Shares covered by the Option and other relevant
provisions, to the extent necessary to prevent dilution or enlargement of the
benefits or potential benefits intended to be provided by the Option. Any such
determinations and adjustments made by the Committee will be binding on all
persons.
12. Restrictions on Exercise. Exercise of the Option is subject to the
conditions that, to the extent required at the time of exercise, (a) the Shares
covered by the Option will be duly listed, upon official notice of issuance,
with a national securities exchange or national securities association, and (b)
a registration statement under the Securities Act of 1933 (the "Securities Act")
with respect to the Shares will be effective or an exemption from registration
will apply. The Company will not be required to deliver any Shares until all
applicable federal and state laws and regulations and all applicable national
securities exchange or national securities association rules have been complied
with and all legal matters in connection with the issuance and delivery of the
Shares have been approved by counsel of the Company.
13. Disposition of Securities. By accepting the Award and signing this
Agreement, you acknowledge that you have read and understand the Company's
policy on, and are aware of and understand your obligations under federal
securities laws with respect to, trading in the Company's securities, and you
agree not to use the Company's cashless exercise program (or any successor
program) at any time when you possess material nonpublic information with
respect to the Company or when using the program would otherwise result in a
violation of securities law. The Company will have the right to recover, or
receive reimbursement for, any compensation or profit you realize on the
disposition of Shares received upon exercise of your Option to the extent that
the Company has a right of recovery or reimbursement under applicable securities
laws. If you are an "affiliate" of the Company, you may dispose of your Shares
only pursuant to an effective registration statement under the Securities Act or
an exemption or exclusion from the registration requirement.
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14. Plan Terms Govern. The grant and exercise of the Option and the
disposition of any Shares received upon exercise of the Option are subject to
the terms of the Plan and any rules that the Committee may prescribe. The Plan
document, as may be amended from time to time, is incorporated into this
Agreement. Capitalized terms used in this Agreement have the meaning set forth
in the Plan, unless otherwise stated in this Agreement. In the event of any
conflict between the terms of the Plan and the terms of this Agreement, the Plan
will control. By accepting the Award, you acknowledge receipt of the Plan, as in
effect on the date of this Agreement.
15. Personal Data. To comply with applicable law and to administer the Plan
and this Agreement properly, the Company and its agents may hold and process
your personal data, including your home address, Social Security number,
employment status, hire date and termination date. By accepting the Award, you
expressly consent to the use of this data by the Company and its agents and to
the transfer of this data outside the country in which you perform services or
reside.
16. Limitations. Nothing in this Agreement or the Plan gives you any right
to continue in the employ of the Company or any of its Affiliates or to
interfere in any way with the right of the Company or any of its Affiliates to
terminate your employment at any time. Distribution of Shares upon exercise of
the Option is not secured by a trust, insurance contract or other funding
medium, and you do not have any interest in any fund or specific asset of the
Company by reason of this Award or the account established on your behalf. You
have no voting rights or other rights as a stockholder of the Company pursuant
to the Option until Shares are actually delivered to you.
17. Incorporation of Other Agreements. This Agreement and the Plan
constitute the entire understanding between you and the Company regarding the
Option. This Agreement supersedes any prior agreements, commitments or
negotiations concerning the Option.
18. Severability. The invalidity or unenforceability of any provision of
this Agreement will not affect the validity or enforceability of the other
provisions of the Agreement, which will remain in full force and effect.
Moreover, if any provision is found to be excessively broad in duration, scope
or covered activity, the provision will be construed so as to be enforceable to
the maximum extent compatible with applicable law.
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By accepting this Award and signing below, you confirm the following:
(i) you have carefully read, fully understand and agree to all of the
terms and conditions described in this Agreement and the Plan; and
(ii) you understand and agree that this Agreement and the Plan
constitute the entire understanding between you and the Company regarding the
Award, and that any prior agreements, commitments or negotiations concerning the
Option are replaced and superseded.
SILGAN HOLDINGS INC.
By: __________________________________
Name:
Title:
EMPLOYEE
_______________________________________
(Signature)
_______________________________________
(Print Name)
_______________________________________
(Address)
_______________________________________
(City, State, Zip Code)
_______________________________________
(Social Security Number)
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