REGISTRATION RIGHTS AGREEMENT BCO HOLDING COMPANY Dated as of February 7, 2003Registration Rights Agreement • August 7th, 2009 • BWAY Holding CO • Metal cans • Delaware
REGISTRATION RIGHTS AGREEMENT, dated as of February 7, 2003, among BCO Holding Company, a Delaware corporation (the “Company”), Kelso Investment Associates VI, L.P., a Delaware limited partnership (“KIA VI”), KEP VI, LLC, a Delaware limited liability company (“KEP VI”; and, together with KIA VI, “Kelso”), Magnetite Asset Investors III L.L.C. (the “Outside Investor”), Warren J. Hayford (“WJH”), Mary Lou Hayford (“MLH”; together with WJH, the “Hayfords”), Jean-Pierre Ergas, Thomas N. Eagleson, Kevin C. Kern, Jeffrey M. O’Connell and Kenneth M. Roessler (collectively, the “Management Securityholders”; and together with the Hayfords, the “Continuing Securityholders”). The Continuing Securityholders, the Outside Investor and Kelso, are hereinafter referred to collectively as the “Securityholders”. Capitalized terms used herein without definition are defined in Section 10.
BWAY HOLDING COMPANY FORM OF STOCK OPTION AGREEMENTForm of Stock Option Agreement • August 7th, 2009 • BWAY Holding CO • Metal cans • Delaware
BWAY Holding Company, a Delaware corporation (the “Company”), hereby grants to the optionee named below (“Optionee”) an option (this “Option”) to purchase the total number of shares shown below of Common Stock of the Company (“Shares”) at the exercise price per share set forth below (the “Exercise Price”), subject to all of the terms and conditions of this Stock Option Agreement and the BWAY Holding Company 2007 Omnibus Incentive Plan (the “Plan”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Plan. The terms and conditions set forth of this Stock Option Agreement (“Stock Option Agreement”) and the terms and conditions of the Plan are incorporated herein by reference.
FORM OF JOINDER AGREEMENTJoinder Agreement • August 7th, 2009 • BWAY Holding CO • Metal cans • Delaware
JOINDER AGREEMENT, dated as of [ ], 20[__], by and among BWAY Holding Company, a Delaware corporation (the “Company”) and [ ] (the “Joining Party”).
