Exhibit 10 (e)
2004 PERFORMANCE
RESTRICTED SHARE AWARD AGREEMENT
Employee: Name ("Employee")
Grant Dates: May 5, 2004 and June 29, 2004
Number of Shares
of Restricted Stock: Granted on May 5, 2004: _______
Granted on June 29, 2004: _______
Total Number of Shares: _______ ("Shares")
1.
Grant of Restricted Stock. The Compensation Committee (the
“Committee”) of the Board of Directors of West Pharmaceutical
Services, Inc. (the “Company”) grants to the Employee, as of the grant
dates set forth above, the number of Shares of West Pharmaceutical Services,
Inc. common stock set forth above, subject to the restrictions described in this
Award Agreement.
2.
Performance Goals and Performance Periods.
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(a) |
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The
term “Performance Periods” refers to the following
calendar-year periods: |
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(i) |
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“Performance
Period I,” which means 2004. |
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(ii) |
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“Performance
Period II,” which means 2004 and 2005. |
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(iii) |
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“Performance
Period III,” which means 2004, 2005 and 2006. |
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(b) |
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The
term Return on Invested Capital “ROIC” means: |
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(i) |
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With
respect to Performance Period I, the net operating profit for the Company
(without regard to taxes) divided by the average outstanding equity plus debt
of the Company for 2004. |
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(ii) |
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With
respect to Performance Period II, the average of the Company’s net
operating profit (without regard to taxes) divided by the average outstanding
equity plus debt for 2004 and 2005. |
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(iii) |
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With
respect to Performance Period III, the average of the Company’s net
operating profit (without regard to taxes) divided by the average outstanding
equity plus debt for 2004, 2005 and 2006. |
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(c) |
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The
term “Revenue Growth” means: With respect to Performance Period I,
the growth rate in net salesfor the Company from 2003 to 2004. |
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(i) |
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With
respect to Performance Period II, the average of the growth rate in net sales
for the Company for 2004 and 2005. |
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(ii) |
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With
respect to Performance Period III, the compound annual growth rate in net sales
for the Company over 2004, 2005 and 2006. |
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(d) |
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Revenue
Growth and ROIC for each Performance Period shall be determined by the
Committee with reference to the Company’s annual consolidated financial
statements for the applicable Performance Period, except that Revenue Growth
for each Performance Period shall be calculated using the exchange rate
contained in the Company’s board-approved budget for the year(s) contained
in each Performance Period. |
3.
Rights of a Shareholder.
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(a) |
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Employee
will be considered, and have all the rights of, a shareholder with respect to
the Shares, including the right to vote the Shares and to receive dividends and
other distributions with respect thereto, except that at all times prior to
their vesting in accordance with paragraph 4: |
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(i) |
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The
Shares are subject to forfeiture and Employee will have no right to sell the
Shares or assign, exchange, pledge, hypothecate or otherwise subject the Shares
to any other encumbrance; |
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(ii) |
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Dividends
on the Shares shall be reinvested in additional shares of the Company’s
common stock; and |
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(iii) |
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Employee will have no right to receive a stock certificate for the Shares, or any
portion thereof. |
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(b) |
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If
any of the shares of the Company’s common stock are increased or
decreased, or are changed into or augmented by any other kind or amount of
property, by virtue of any corporate restructuring which affects the
Company’s shareholders generally, the resulting shares or other property
will be subject to the same benefits and burdens of this Award Agreement as the
Shares. |
4.
Vesting of Restricted Stock.
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(a) |
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Performance
Period I. Up to one-third of the Shares will become vested on the date of
the determination and certification by the Committee in 2005 of the Revenue
Growth and Average ROIC Performance Period I as set forth in Schedule I hereof. |
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(b) |
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Performance
Period II. Up to one-third of the Shares will become vested on the date of
the determination and certification by the Committee in 2006 of the Revenue
Growth and Average ROIC for Performance Period II as set forth in Schedule II
hereof. |
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(c) |
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Performance
Period III. Up to one-third of the Shares will become vested on the date of
the determination and certification by the Committee in 2007 of the Revenue
Growth and Average ROIC for Performance Period III as set forth in Schedule III
hereof. |
5.
Delivery of Shares.
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(a) |
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Subject
to the provisions of Paragraph 4 hereof, a certificate for the whole number of
Shares or any portion thereof will be delivered to Employee or to his personal
representative, heir or legatee as promptly as possible after: |
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(i) |
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Employee
ceases to be employed by the Employer for any reason; or |
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(ii) |
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a
request therefore is made by Employee or his authorized representative on and
after the vesting of such Shares; |
Provided
that the Company shall have the right to require the Employee to remit to the Company
an amount sufficient to satisfy any Federal, state or local withholding tax requirements
prior to the delivery of any certificate for such Shares, or in the discretion of the
Committee, the Company may withhold from the Shares to be delivered Shares sufficient to
satisfy all or a portion of such tax withholding requirements.
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(b) |
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The
Company may condition delivery of certificates for Shares upon the prior
receipt from Employee of any undertakings that it may determine are required to
assure that the certificates are being issued in compliance with federal and
state securities laws. |
6.
Compliance With Laws; Interpretation. The interpretation
and construction of any provision of this Award Agreement or the Company’s
2004 Stock-Based Compensation Plan (the “Plan”) made by the
Committee shall be final and conclusive.
7.
Right to Offset. Notwithstanding any provision of this
Award Agreement to the contrary, if at any time within while the Employee
is employed by the Company or within 3 months following termination of
employment, the Employee directly or indirectly engages in any activity in
competition with any activity of the Company, or inimical, contrary or harmful
to the interests of the Company, including without limitation any of the
following:
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(a) |
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conduct
related to the Employee’s employment for which either criminal or civil
penalties against the Employee may be sought; |
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(b) |
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acquisition
of a direct or indirect interest or an option to acquire such an interest in
any person or entity engaged in competition with the Company’s business
(other than an interest of not more than 5 percent of the outstanding stock of
any publicly traded company); |
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(c) |
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accepting
employment with or serving as a director, officer, employee or consultant of,
or furnishing information to, or otherwise facilitating the efforts of, any
person or entity engaged in competition with the Company’s business; |
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(d) |
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soliciting,
employing, interfering with, or attempting to entice away from the Company any
employee who has been employed by the Company in an executive or supervisory
capacity within one year prior to such solicitation, employment, interference
or enticement; |
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(e) |
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violation
of Company policies, including the Company’s insider-trading policy; or |
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(f) |
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using
for the Employee’s or others, or disclosing to others, any confidential or
proprietary information of the Company in contravention of any Company policy
or agreement, |
then all Shares shall
immediately be forfeited and any amount realized by the Employee upon vesting of any
Shares shall be paid by the Employee to the Company.
By accepting the Shares, the Employee
consents to a deduction from any amounts the Company owes the Employee, including amounts
owed as wages or other compensation, fringe benefits, or vacation paid, to the extent of
the amount owed under this heading. Whether or not the Company elects to make any set-off
in whole or in part, if the Company does not recover by means of set-off the full amount
the Employee owes, calculated as set forth above, the Employee agrees to pay immediately
the unpaid balance to the Company.
8.
No Right to Continued Employment. Nothing in this Award
Agreement shall confer on the Employee the right to continue employment with the
Company or interfere in any way with the right of the Company to terminate the
Employee’s employment at any time.
9.
Amendment. The Committee shall have the power unilaterally
and without approval of the Employee to amend this Award Agreement in order to
carry out the purposes of the Plan so long as such an amendment does not take
away any benefit granted to the Employee by this Award Agreement and as long as
the amended Award Agreement comports with the terms of the Plan
10.
Interpretation. The Committee shall have the sole power to
resolve any dispute or disagreement arising out of this Award Agreement. The
Committee’s interpretation and construction of any provision of this Award
Agreement or the Plan shall be final and conclusive. Except to the extent
preempted by any applicable federal law, this Award Agreement will be construed
and administered in accordance with the laws of the Commonwealth of
Pennsylvania, without reference to the principles of conflicts of law of such
state.
11.
Plan Document. The Shares are subject to the applicable
terms and conditions of the Plan, which are incorporated herein by reference,
and in the event of any contradiction, distinction or differences between this
Award Agreement and the terms of the Plan, the terms of the Plan will control.
All capitalized terms used herein, not otherwise defined herein, shall have the
meanings set forth in the Plan.
12.
Entire Agreement. This Award Agreement, including the terms
and conditions of the Plan and the Schedules attached hereto, each of which is
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 Award Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.
You
must sign and return a copy of this Award Agreement to the Secretary of the Company. Your
executed copy must be returned within sixty (60) days, otherwise, this Performance
Restricted Share award will lapse and become null and void as of its inception. Therefore,
intending to be legally bound, the parties have executed this Award Agreement in two
counterparts as of the grant dates set forth at the beginning of this Award Agreement.
WEST PHARMACEUTICAL SERVICES, INC.
By /s/Xxxx X. Xxxxxx III
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Xxxx X. Xxxxxx III, Secretary
Witness:
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Name
