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Pregis Corp, et al. – ‘S-4/A’ on 2/14/06 – ‘EX-10.23’

On:  Tuesday, 2/14/06, at 5:15pm ET   ·   Private-to-Public:  Document/Exhibit  –  Release Delayed   ·   Accession #:  1193125-6-31676   ·   File #s:  333-130353, -01, -02, -03, -04

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/14/06  Pregis Corp                       S-4/A¶                50:10M                                    Donnelley … Solutions/FA
          Pregis Holding II Corp
          Pregis Management Corp
          Pregis Innovative Packaging Inc.
          Hexacomb Corp

Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Amendment No.1 to Form S-4                          HTML   3.59M 
49: CORRESP   ¶ Comment-Response or Other Letter to the SEC         HTML     10K 
50: CORRESP   ¶ Comment-Response or Other Letter to the SEC         HTML    161K 
 2: EX-2.1      Stock Purchase Agreement, Dated as of June 23,2005  HTML    416K 
 3: EX-3.1      Certificate of Incorporation of Pregis Corporation  HTML     22K 
12: EX-3.10     By-Laws of Hexacomb Corporation                     HTML     57K 
 4: EX-3.2      By-Laws of Pregis Corporation                       HTML     64K 
 5: EX-3.3      Certificate of Incorporation of Pregis Holding Ii   HTML     23K 
                          Corporation                                            
 6: EX-3.4      By-Laws of Pregis Holding Ii Corporation            HTML     64K 
 7: EX-3.5      Certificate of Incorporation of Pregis Management   HTML     23K 
                          Corporation                                            
 8: EX-3.6      By-Laws of Pregis Management Corporation            HTML     63K 
 9: EX-3.7      Certificate of Incorporation of Pregis Innovative   HTML     28K 
                          Packaging Inc.                                         
10: EX-3.8      By-Laws of Pregis Innovative Packaging Inc.         HTML     57K 
11: EX-3.9      Certificate of Incorporation of Hexacomb            HTML    293K 
                          Corporation                                            
13: EX-4.1      Indenture                                           HTML    693K 
14: EX-4.2      Indenture                                           HTML    659K 
15: EX-4.4      Registration Rights Agreement                       HTML    102K 
16: EX-5.1      Opinion of Fried, Frank, Harris, Shriver &          HTML     34K 
                          Jacobson LLP                                           
17: EX-10.1     Credit Agreement                                    HTML    708K 
26: EX-10.10    Separation Agreement and Release, Dated November    HTML     54K 
                          30, 2005                                               
27: EX-10.11    Pregis Holding I Corporation 2005 Stock Option      HTML     57K 
                          Plan                                                   
28: EX-10.12    Form of Nonqualified Stock Option Agreement         HTML     34K 
29: EX-10.13    Pregis Holding I Corporation Employee Stock         HTML     20K 
                          Purchase Plan                                          
30: EX-10.14    Form of Employee Subscription Agreement             HTML     50K 
31: EX-10.15    Employment Agreement, Dated February 6, 2006        HTML     52K 
32: EX-10.16    Employment Agreement, Dated January 23, 2006        HTML     43K 
33: EX-10.17    Employment Agreement of A Managing Director, Dated  HTML     47K 
                          July 1, 1995                                           
34: EX-10.18    Employment Agreement, Dated January 23, 2006        HTML     43K 
35: EX-10.19    Employment Agreement, Dated November 7, 1990        HTML     59K 
18: EX-10.2     First Lien Security Agreement                       HTML    195K 
36: EX-10.20    Employment Agreement, Dated January 23, 2006        HTML     43K 
37: EX-10.21    Employment Agreement of A Managing Director, Dated  HTML     61K 
                          March 8, 2004                                          
38: EX-10.22    Noncompetition Agreements                           HTML    178K 
39: EX-10.23    Nonqualified Stock Option Agreements                HTML    164K 
19: EX-10.3     Second Lien Security Agreement                      HTML    210K 
20: EX-10.4     Senior Pledge Agreement                             HTML     98K 
21: EX-10.5     Subordinated Pledge Agreement                       HTML     99K 
22: EX-10.6     First Lien Intellectual Property Security           HTML     34K 
                          Agreement                                              
23: EX-10.7     Second Lien Intellectual Property Security          HTML     33K 
                          Agreement                                              
24: EX-10.8     Management Agreement                                HTML     31K 
25: EX-10.9     Separation and Consulting Agreement, Dated          HTML     65K 
                          November 30, 2005                                      
41: EX-21.1     List of Subsidiaries                                HTML     17K 
42: EX-23.2     Consent of Ernst & Young LLP                        HTML     16K 
43: EX-25.1     Statement of Eligibility Under the Trust Indenture  HTML     53K 
                          Act of 1939 on Form T-1                                
44: EX-99.1     Form of Letter of Transmittal                       HTML    142K 
45: EX-99.2     Form of Notice of Guaranteed Delivery               HTML     37K 
46: EX-99.3     Form of Instructions to Registered Holder From      HTML     27K 
                          Beneficial Owner                                       
47: EX-99.4     Form of Letter to Clients                           HTML     21K 
48: EX-99.5     Form of Letter to Registered Holders                HTML     26K 
40: EX-12.1     Computation of Ratio of Earnings to Fixed Charges   HTML     58K 


‘EX-10.23’   —   Nonqualified Stock Option Agreements


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  Nonqualified Stock Option Agreements  

Exhibit 10.23

 

EXECUTION COPY

 

PREGIS HOLDING I CORPORATION

2005 STOCK OPTION PLAN

 

NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES

 

NONQUALIFIED STOCK OPTION AGREEMENT dated as of February 6, 2006 between Pregis Holding I Corporation, a Delaware corporation (the “Company”) and Vincent P. Langone (the “Optionee”) (this “Agreement”).

 

The Company’s Compensation Committee or the Company’s Board of Directors acting as the Committee (in either case, the “Committee”) has determined that the Optionee is one of the key employees of the Company or its subsidiaries or affiliates, and that the objectives of the Company’s 2005 Stock Option Plan (the “Plan”) will be furthered by awarding to the Optionee Options under the Plan. Capitalized terms defined in the Plan and not otherwise defined herein shall have the meaning given such terms in the Plan.

 

In consideration of the foregoing and of the mutual undertakings set forth in this Agreement and in consideration of the Optionee’s entering into the Noncompetition Agreement (as defined herein), the Company and the Optionee agree as follows:

 

SECTION 1. Grant of Option.

 

1.1 Subject to Section 14 hereof, the Company hereby grants to the Optionee an option (the “Option”) to purchase 496.67 shares of Common Stock (“Common Stock”) of the Company, at a purchase price of $13,000 per share. It is not a condition to the grant of the Option that the Optionee execute a shareholder agreement as contemplated by Section 2.6 of the Plan.

 

1.2 The Option granted hereby is intended to be a “nonqualified” stock option subject to the provisions of section 83 of the Code and is not intended to qualify as an “incentive stock option” subject to the provisions of section 422 of the Code.

 

SECTION 2. Exercisability.

 

2.1 Subject to Section 4 hereof regarding a Transaction, the Option shall be exercisable for the cumulative number of shares and at the times provided in the following schedule subject to continued employment by the Company or its subsidiaries or affiliates:

 

Applicable Date


  

Cumulative Number

of Shares


On the first anniversary of the date hereof

   99.34

On the second anniversary of the date hereof

   198.68

On the third anniversary of the date hereof

   298.02

On the fourth anniversary of the date hereof

   397.36

On the fifth anniversary of the date hereof

   496.67


2.2 Subject to Section 4 hereof and the terms of the Plan, the Option will terminate as to any and all shares of Common Stock for which the Option has not yet been exercised on February 6, 2016.

 

SECTION 3. Method of Exercise.

 

3.1 The Option or any part thereof may be exercised only by giving written notice to the Company in the form of Exhibit A hereto, which notice shall state the election to exercise the Option and the number of whole and fractional shares of Common Stock with respect to which the Option is being exercised. Such notice must be accompanied by payment of the full purchase price for the number of shares purchased.

 

3.2 Payment of the purchase price shall be made by certified or official bank check payable to the Company. As soon as it is practicable after it receives payment of the purchase price, the Company shall deliver to the Optionee a certificate or certificates for the shares of Common Stock acquired pursuant to the Option.

 

SECTION 4. Termination of Employment.

 

The Option granted hereby shall terminate and expire on the day the Optionee’s employment is terminated in the event of a termination for Cause and in accordance with the provisions of Section 2.4 of the Plan; provided, however, that the 45-day period set forth in clause (i) of Section 2.4(a) of the Plan shall instead be 90 days, and such 90-day period shall commence on the first day on which the Optionee is neither an employee nor a director of the Company. Upon the occurrence of a Transaction (as defined in the Plan), the Option shall become immediately exercisable in full. Any Common Stock issued pursuant to exercise of this Option is subject to the right of the Company to purchase set forth in Section 2.4 of the Plan; provided, however, that (i) the Board’s determination of fair market value as set forth in Section 2.4(c) of the Plan shall be made in good faith, and (ii) the Company’s right to purchase set forth in Section 2.4(c) of the Plan shall expire on the 15 month anniversary of the first day on which the Optionee is neither an employee nor a director of the Company.

 

SECTION 5. Nonassignability.

 

No right granted to the Optionee under the Plan or this Agreement shall be assignable or transferable (whether by operation of law or otherwise and whether voluntarily or involuntarily), other than by will or by the laws of descent and distribution. All rights granted to the Optionee under the Plan or this Agreement shall be exercisable only by the Optionee or his estate, heirs or personal representatives.

 

SECTION 6. Right of Discharge Reserved.

 

Nothing in the Plan or in this Agreement shall confer upon the Optionee any right to continue in the employ or service of the Company or any of its subsidiaries or affiliates or affect any right which the Company or any of its subsidiaries or affiliates may have to terminate the employment or services of the Optionee.

 

SECTION 7. No Rights as a Stockholder.

 

Neither the Optionee nor any person succeeding to the Optionee’s rights hereunder shall have any right as a stockholder with respect to any shares subject to the Option until the date of the issuance of a stock certificate to him for such shares. Except for adjustments made pursuant to Section 3.4 of the Plan, no adjustment shall be made for

 

- 2 -


dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, securities or other property) for which the record date is prior to the date such stock certificate is issued.

 

SECTION 8. Plan Provisions to Prevail.

 

This Agreement shall be subject to all of the terms and provisions of the Plan, which are incorporated hereby and made a part hereof. In the event there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern.

 

SECTION 9. Optionee’s Acknowledgments.

 

By entering into this Agreement the Optionee agrees and acknowledges that (a) he has received and read a copy of the Plan and accepts this Option subject to the terms and provisions of the Plan, and (b) no member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any award thereunder. As a condition to the issuance of shares of Common Stock under this Option, the Optionee authorizes the Company to withhold in accordance with applicable law from any compensation payable to him any taxes required to be withheld by the Company under federal, state, or local law as a result of his exercise of this Option.

 

SECTION 10. Section Headings.

 

The Section headings contained herein are for the purposes of convenience only and are not intended to define or limit the contents of said Sections.

 

SECTION 11. Notices.

 

Any notice to be given to the Company hereunder shall be in writing and shall be addressed to the Secretary of the Company, Sanford Krieger, c/o AEA Investors Inc., 65 East 55th Street, New York, New York 10022 or at such other address as the Company may hereinafter designate to the Optionee by notice as provided herein. Any notice to be given to Optionee shall be given at the address set forth on the signature page hereof, or at such other address as Optionee may hereinafter designate to the Company by notice as provided herein. Notices hereunder shall be deemed to have been duly given when personally delivered or mailed by registered or certified mail to the party entitled to receive them.

 

SECTION 12. Successors and Assigns.

 

This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and assigns of the Company and, to the extent set forth in Section 5, the estate, heirs or personal representatives of the Optionee.

 

SECTION 13. Governing Law.

 

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the choice of laws principles thereof.

 

- 3 -


SECTION 14. Noncompetition Agreement.

 

The Option shall not be granted unless and until the Optionee executes the noncompetition agreement attached hereto as Exhibit B (the “Noncompetition Agreement”). If the Optionee fails to execute the Noncompetition Agreement, this Agreement shall be null and void ab initio and no Option shall be deemed granted hereunder.

 

[signature page follows]

 

- 4 -


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

PREGIS HOLDING I CORPORATION

By:   /s/ Thomas J. Pryma
    Name:    Thomas J. Pryma
    Title:      Vice President

 

/s/ Vincent P. Langone

Vincent P. Langone

62 Philhower Road

Lebanon, NJ 08833


EXECUTION COPY

 

PREGIS HOLDING I CORPORATION

2005 STOCK OPTION PLAN

 

NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES

 

NONQUALIFIED STOCK OPTION AGREEMENT dated as of February 6, 2006 between Pregis Holding I Corporation, a Delaware corporation (the ”Company”) and Vincent P. Langone (the “Optionee”) (this “Agreement”).

 

The Company’s Compensation Committee or the Company’s Board of Directors acting as the Committee (in either case, the “Committee”) has determined that the Optionee is one of the key employees of the Company or its subsidiaries or affiliates, and that the objectives of the Company’s 2005 Stock Option Plan (the “Plan”) will be furthered by awarding to the Optionee Options under the Plan. Capitalized terms defined in the Plan and not otherwise defined herein shall have the meaning given such terms in the Plan.

 

In consideration of the foregoing and of the mutual undertakings set forth in this Agreement and in consideration of the Optionee’s entering into the Noncompetition Agreement (as defined herein), the Company and the Optionee agree as follows:

 

SECTION 1. Grant of Option.

 

1.1 Subject to Section 14 hereof, the Company hereby grants to the Optionee an option (the “Option”) to purchase 165.55 shares of Common Stock (“Common Stock”) of the Company, at a purchase price of $25,000 per share. It is not a condition to the grant of the Option that the Optionee execute a shareholder agreement as contemplated by Section 2.6 of the Plan.

 

1.2 The Option granted hereby is intended to be a “nonqualified” stock option subject to the provisions of section 83 of the Code and is not intended to qualify as an “incentive stock option” subject to the provisions of section 422 of the Code.

 

SECTION 2. Exercisability.

 

2.1 Subject to Section 4 hereof regarding a Transaction, the Option shall be exercisable for the cumulative number of shares and at the times provided in the following schedule subject to continued employment by the Company or its subsidiaries or affiliates:

 

Applicable Date


  

Cumulative Number

of Shares


On the first anniversary of the date hereof

   33.11

On the second anniversary of the date hereof

   66.22

On the third anniversary of the date hereof

   99.33

On the fourth anniversary of the date hereof

   132.44

On the fifth anniversary of the date hereof

   165.55


2.2 Subject to Section 4 hereof and the terms of the Plan, the Option will terminate as to any and all shares of Common Stock for which the Option has not yet been exercised on February 6, 2016.

 

SECTION 3. Method of Exercise.

 

3.1 The Option or any part thereof may be exercised only by giving written notice to the Company in the form of Exhibit A hereto, which notice shall state the election to exercise the Option and the number of whole and fractional shares of Common Stock with respect to which the Option is being exercised. Such notice must be accompanied by payment of the full purchase price for the number of shares purchased.

 

3.2 Payment of the purchase price shall be made by certified or official bank check payable to the Company. As soon as it is practicable after it receives payment of the purchase price, the Company shall deliver to the Optionee a certificate or certificates for the shares of Common Stock acquired pursuant to the Option.

 

SECTION 4. Termination of Employment.

 

The Option granted hereby shall terminate and expire on the day the Optionee’s employment is terminated in the event of a termination for Cause and in accordance with the provisions of Section 2.4 of the Plan; provided, however, that the 45-day period set forth in clause (i) of Section 2.4(a) of the Plan shall instead be 90 days, and such 90-day period shall commence on the first day on which the Optionee is neither an employee nor a director of the Company. Upon the occurrence of a Transaction (as defined in the Plan), the Option shall become immediately exercisable in full. Any Common Stock issued pursuant to exercise of this Option is subject to the right of the Company to purchase set forth in Section 2.4 of the Plan; provided, however, that (i) the Board’s determination of fair market value as set forth in Section 2.4(c) of the Plan shall be made in good faith, and (ii) the Company’s right to purchase set forth in Section 2.4(c) of the Plan shall expire on the 15 month anniversary of the first day on which the Optionee is neither an employee nor a director of the Company.

 

SECTION 5. Nonassignability.

 

No right granted to the Optionee under the Plan or this Agreement shall be assignable or transferable (whether by operation of law or otherwise and whether voluntarily or involuntarily), other than by will or by the laws of descent and distribution. All rights granted to the Optionee under the Plan or this Agreement shall be exercisable only by the Optionee or his estate, heirs or personal representatives.

 

SECTION 6. Right of Discharge Reserved.

 

Nothing in the Plan or in this Agreement shall confer upon the Optionee any right to continue in the employ or service of the Company or any of its subsidiaries or affiliates or affect any right which the Company or any of its subsidiaries or affiliates may have to terminate the employment or services of the Optionee.

 

SECTION 7. No Rights as a Stockholder.

 

Neither the Optionee nor any person succeeding to the Optionee’s rights hereunder shall have any right as a stockholder with respect to any shares subject to the Option until the date of the issuance of a stock certificate to him for such shares. Except for adjustments made pursuant to Section 3.4 of the Plan, no adjustment shall be made for

 

- 2 -


dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, securities or other property) for which the record date is prior to the date such stock certificate is issued.

 

SECTION 8. Plan Provisions to Prevail.

 

This Agreement shall be subject to all of the terms and provisions of the Plan, which are incorporated hereby and made a part hereof. In the event there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern.

 

SECTION 9. Optionee’s Acknowledgments.

 

By entering into this Agreement the Optionee agrees and acknowledges that (a) he has received and read a copy of the Plan and accepts this Option subject to the terms and provisions of the Plan, and (b) no member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any award thereunder. As a condition to the issuance of shares of Common Stock under this Option, the Optionee authorizes the Company to withhold in accordance with applicable law from any compensation payable to him any taxes required to be withheld by the Company under federal, state, or local law as a result of his exercise of this Option.

 

SECTION 10. Section Headings.

 

The Section headings contained herein are for the purposes of convenience only and are not intended to define or limit the contents of said Sections.

 

SECTION 11. Notices.

 

Any notice to be given to the Company hereunder shall be in writing and shall be addressed to the Secretary of the Company, Sanford Krieger, c/o AEA Investors Inc., 65 East 55th Street, New York, New York 10022 or at such other address as the Company may hereinafter designate to the Optionee by notice as provided herein. Any notice to be given to Optionee shall be given at the address set forth on the signature page hereof, or at such other address as Optionee may hereinafter designate to the Company by notice as provided herein. Notices hereunder shall be deemed to have been duly given when personally delivered or mailed by registered or certified mail to the party entitled to receive them.

 

SECTION 12. Successors and Assigns.

 

This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and assigns of the Company and, to the extent set forth in Section 5, the estate, heirs or personal representatives of the Optionee.

 

SECTION 13. Governing Law.

 

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the choice of laws principles thereof.

 

- 3 -


SECTION 14. Noncompetition Agreement.

 

The Option shall not be granted unless and until the Optionee executes the noncompetition agreement attached hereto as Exhibit B (the “Noncompetition Agreement”). If the Optionee fails to execute the Noncompetition Agreement, this Agreement shall be null and void ab initio and no Option shall be deemed granted hereunder.

 

- 4 -


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

PREGIS HOLDING I CORPORATION

By:   /s/ Thomas J. Pryma
    Name:    Thomas J. Pryma
    Title:      Vice President

 

/s/ Vincent P. Langone

Vincent P. Langone

62 Philhower Road

Lebanon, NJ 08833


PREGIS HOLDING I CORPORATION

2005 STOCK OPTION PLAN

 

NONQUALIFIED STOCK OPTION AGREEMENT

 

NONQUALIFIED STOCK OPTION AGREEMENT dated as of November 30, 2005 between Pregis Holding I Corporation, a Delaware corporation (the “Company”) and James D. Morris (the “Optionee”) (this “Agreement”).

 

The Company’s Board of Directors has determined that that the objectives of the Company’s 2005 Stock Option Plan (the “Plan”) will be furthered by awarding to the Optionee, in his capacity as a director of the Company or its subsidiaries or affiliates, Options under the Plan. Capitalized terms defined in the Plan and not otherwise defined herein shall have the meaning given such terms in the Plan.

 

In consideration of the foregoing and of the mutual undertakings set forth in this Agreement and in consideration of the Optionee’s entering into the Noncompetition Agreement and Separation Agreement (as such terms are defined herein), the Company and the Optionee agree as follows:

 

SECTION 1. Grant of Option.

 

1.1 Subject to Section 14 hereof, the Company hereby grants to the Optionee an option (the “Option”) to purchase 41.38 shares of Common Stock (“Common Stock”) of the Company, at a purchase price of $13,000 per share.

 

1.2 The Option granted hereby is intended to be a “nonqualified” stock option subject to the provisions of section 83 of the Code and is not intended to qualify as an “incentive stock option” subject to the provisions of section 422 of the Code.

 

SECTION 2. Exercisability.

 

2.1 Subject to Section 4 hereof regarding a Transaction, the Option shall be exercisable for the cumulative number of shares and at the times provided in the following schedule subject to the Optionee continuing to serve as a director of the Company:

 

Applicable Date


  

Cumulative Number

of Shares


On the first anniversary of the date hereof

   8.28

On the second anniversary of the date hereof

   16.56

On the third anniversary of the date hereof

   24.84

On the fourth anniversary of the date hereof

   33.12

On the fifth anniversary of the date hereof

   41.38

 

2.2 Subject to Section 4 hereof and the terms of the Plan, the Option will terminate as to any and all shares of Common Stock for which the Option has not yet been exercised on November 30, 2015.


SECTION 3. Method of Exercise.

 

3.1 The Option or any part thereof may be exercised only by giving written notice to the Company in the form of Exhibit A hereto, which notice shall state the election to exercise the Option and the number of whole and fractional shares of Common Stock with respect to which the Option is being exercised. Such notice must be accompanied by payment of the full purchase price for the number of shares purchased.

 

3.2 Payment of the purchase price shall be made by certified or official bank check payable to the Company. As soon as it is practicable after it receives payment of the purchase price, the Company shall deliver to the Optionee a certificate or certificates for the shares of Common Stock acquired pursuant to the Option.

 

SECTION 4. Termination of Services.

 

The Option granted hereby shall terminate and expire on the day the Optionee’s service as a director of the Company is terminated for Cause or otherwise in accordance with Section 2.4 of the Plan. Upon the occurrence of a Transaction (as defined in the Plan), the Option shall to the extent not expired become immediately exercisable in full. Any Common Stock issued pursuant to exercise of this Option is subject to the right of the Company to purchase set forth in Section 2.4 of the Plan.

 

SECTION 5. Nonassignability.

 

No right granted to the Optionee under the Plan or this Agreement shall be assignable or transferable (whether by operation of law or otherwise and whether voluntarily or involuntarily), other than by will or by the laws of descent and distribution. All rights granted to the Optionee under the Plan or this Agreement shall be exercisable only by the Optionee or his estate, heirs or personal representatives.

 

SECTION 6. Right of Discharge Reserved.

 

Nothing in the Plan or in this Agreement shall confer upon the Optionee any right to continue in the service of the Company or any of its subsidiaries or affiliates or affect any right which the Company or any of its subsidiaries or affiliates may have to terminate the services of the Optionee.

 

SECTION 7. No Rights as a Stockholder.

 

Neither the Optionee nor any person succeeding to the Optionee’s rights hereunder shall have any right as a stockholder with respect to any shares subject to the Option until the date of the issuance of a stock certificate to him for such shares. Except for adjustments made pursuant to Section 3.4 of the Plan, no adjustment shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, securities or other property) for which the record date is prior to the date such stock certificate is issued.

 

SECTION 8. Plan Provisions to Prevail.

 

This Agreement shall be subject to all of the terms and provisions of the Plan, which are incorporated hereby and made a part hereof. In the event there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern.

 

- 2 -


SECTION 9. Optionee’s Acknowledgments.

 

By entering into this Agreement the Optionee agrees and acknowledges that (a) he has received and read a copy of the Plan and accepts this Option subject to the terms and provisions of the Plan, and (b) no member of the Board of Directors of the Company shall be liable for any action or determination made in good faith with respect to the Plan or any award thereunder. As a condition to the issuance of shares of Common Stock under this Option, the Optionee authorizes the Company to withhold in accordance with applicable law from any compensation payable to him any taxes required to be withheld by the Company under federal, state, or local law as a result of his exercise of this Option.

 

SECTION 10. Section Headings.

 

The Section headings contained herein are for the purposes of convenience only and are not intended to define or limit the contents of said Sections.

 

SECTION 11. Notices.

 

Any notice to be given to the Company hereunder shall be in writing and shall be addressed to the Secretary of the Company, Sanford Krieger, c/o AEA Investors Inc., 65 East 55th Street, New York, New York 10022 or at such other address as the Company may hereinafter designate to the Optionee by notice as provided herein. Any notice to be given to Optionee shall be given at the address set forth on the signature page hereof, or at such other address as Optionee may hereinafter designate to the Company by notice as provided herein. Notices hereunder shall be deemed to have been duly given when personally delivered or mailed by registered or certified mail to the party entitled to receive them.

 

SECTION 12. Successors and Assigns.

 

This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and assigns of the Company and, to the extent set forth in Section 5, the estate, heirs or personal representatives of the Optionee.

 

SECTION 13. Governing Law.

 

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the choice of laws principles thereof.

 

SECTION 14. Noncompetition and Separation Agreements.

 

The Option shall not be granted unless and until the Optionee executes the Noncompetition Agreement attached hereto as Exhibit B (the “Noncompetition Agreement”) and executes and does not revoke the Separation and Consulting Agreement, among the Optionee and the other parties thereto, dated as of the date hereof (the “Separation Agreement”). If the Optionee fails to execute the Noncompetition Agreement or the Separation Agreement, revokes the Separation Agreement, fails to execute or revokes the general release described in Section 2(b) of the Separation Agreement, or fails to purchase $150,000 shares of the Company’s common stock as set forth in Section 2(b) of the Separation Agreement, this Agreement shall be null and void ab initio and no Option shall be deemed granted hereunder.

 

- 3 -


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

PREGIS HOLDING I CORPORATION

By:  

/s/ Thomas J. Pryma

   

Name:

 

Thomas J. Pryma

   

Title:

 

President

 

/s/ James D. Morris

James D. Morris

Address:

263 W. Onwentsia Road

Lake Forest, IL 60045


EXECUTION COPY

 

PREGIS HOLDING I CORPORATION

2005 STOCK OPTION PLAN

 

NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES

 

NONQUALIFIED STOCK OPTION AGREEMENT dated as of October 12, 2005 between Pregis Holding I Corporation, a Delaware corporation (the “Company”) and Andy Brewer (the “Optionee”) (this “Agreement”).

 

The Company’s Compensation Committee or the Company’s Board of Directors acting as the Committee (in either case, the “Committee”) has determined that the Optionee is one of the key employees of the Company or its subsidiaries or affiliates, and that the objectives of the Company’s 2005 Stock Option Plan (the “Plan”) will be furthered by awarding to the Optionee Options under the Plan. Capitalized terms defined in the Plan and not otherwise defined herein shall have the meaning given such terms in the Plan.

 

In consideration of the foregoing and of the mutual undertakings set forth in this Agreement and in consideration of the Optionee’s entering into the Noncompetition Agreement (as defined herein), the Company and the Optionee agree as follows:

 

SECTION 1. Grant of Option.

 

1.1 Subject to Section 14 hereof, the Company hereby grants to the Optionee an option (the “Option”) to purchase 124.16 shares of Common Stock (“Common Stock”) of the Company, at a purchase price of $13,000 per share.

 

1.2 The Option granted hereby is intended to be a “nonqualified” stock option subject to the provisions of section 83 of the Code and is not intended to qualify as an “incentive stock option” subject to the provisions of section 422 of the Code.

 

SECTION 2. Exercisability.

 

2.1 Subject to Section 4 hereof regarding a Transaction, the Option shall be exercisable for the cumulative number of shares and at the times provided in the following schedule subject to continued employment by the Company or its subsidiaries or affiliates:

 

Applicable Date


  

Cumulative Number

of Shares


On the first anniversary of the date hereof

   24.84

On the second anniversary of the date hereof

   49.68

On the third anniversary of the date hereof

   74.52

On the fourth anniversary of the date hereof

   99.36

On the fifth anniversary of the date hereof

   124.16

 

2.2 Subject to Section 4 hereof and the terms of the Plan, the Option will terminate as to any and all shares of Common Stock for which the Option has not yet been exercised on October 12, 2015.


SECTION 3. Method of Exercise.

 

3.1 The Option or any part thereof may be exercised only by giving written notice to the Company in the form of Exhibit A hereto, which notice shall state the election to exercise the Option and the number of whole and fractional shares of Common Stock with respect to which the Option is being exercised. Such notice must be accompanied by payment of the full purchase price for the number of shares purchased.

 

3.2 Payment of the purchase price shall be made by certified or official bank check payable to the Company. As soon as it is practicable after it receives payment of the purchase price, the Company shall deliver to the Optionee a certificate or certificates for the shares of Common Stock acquired pursuant to the Option.

 

SECTION 4. Termination of Employment.

 

The Option granted hereby shall terminate and expire on the day the Optionee’s employment is terminated in the event of a termination for Cause and in accordance with the provisions of Section 2.4 of the Plan. Upon the occurrence of a Transaction (as defined in the Plan), the Option shall become immediately exercisable in full. Any Common Stock issued pursuant to exercise of this Option is subject to the right of the Company to purchase set forth in Section 2.4 of the Plan.

 

SECTION 5. Nonassignability.

 

No right granted to the Optionee under the Plan or this Agreement shall be assignable or transferable (whether by operation of law or otherwise and whether voluntarily or involuntarily), other than by will or by the laws of descent and distribution. All rights granted to the Optionee under the Plan or this Agreement shall be exercisable only by the Optionee or his estate, heirs or personal representatives.

 

SECTION 6. Right of Discharge Reserved.

 

Nothing in the Plan or in this Agreement shall confer upon the Optionee any right to continue in the employ or service of the Company or any of its subsidiaries or affiliates or affect any right which the Company or any of its subsidiaries or affiliates may have to terminate the employment or services of the Optionee.

 

SECTION 7. No Rights as a Stockholder.

 

Neither the Optionee nor any person succeeding to the Optionee’s rights hereunder shall have any right as a stockholder with respect to any shares subject to the Option until the date of the issuance of a stock certificate to him for such shares. Except for adjustments made pursuant to Section 3.4 of the Plan, no adjustment shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, securities or other property) for which the record date is prior to the date such stock certificate is issued.

 

SECTION 8. Plan Provisions to Prevail.

 

This Agreement shall be subject to all of the terms and provisions of the Plan, which are incorporated hereby and made a part hereof. In the event there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern.

 

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SECTION 9. Optionee’s Acknowledgments.

 

By entering into this Agreement the Optionee agrees and acknowledges that (a) he has received and read a copy of the Plan and accepts this Option subject to the terms and provisions of the Plan, and (b) no member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any award thereunder. As a condition to the issuance of shares of Common Stock under this Option, the Optionee authorizes the Company to withhold in accordance with applicable law from any compensation payable to him any taxes required to be withheld by the Company under federal, state, or local law as a result of his exercise of this Option.

 

SECTION 10. Section Headings.

 

The Section headings contained herein are for the purposes of convenience only and are not intended to define or limit the contents of said Sections.

 

SECTION 11. Notices.

 

Any notice to be given to the Company hereunder shall be in writing and shall be addressed to the Secretary of the Company, Sanford Krieger, c/o AEA Investors Inc., 65 East 55th Street, New York, New York 10022 or at such other address as the Company may hereinafter designate to the Optionee by notice as provided herein. Any notice to be given to Optionee shall be given at the address set forth on the signature page hereof, or at such other address as Optionee may hereinafter designate to the Company by notice as provided herein. Notices hereunder shall be deemed to have been duly given when personally delivered or mailed by registered or certified mail to the party entitled to receive them.

 

SECTION 12. Successors and Assigns.

 

This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and assigns of the Company and, to the extent set forth in Section 5, the estate, heirs or personal representatives of the Optionee.

 

SECTION 13. Governing Law.

 

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the choice of laws principles thereof.

 

SECTION 14. Noncompetition Agreement.

 

The Option shall not be granted unless and until the Optionee executes the noncompetition agreement attached hereto as Exhibit B (the “Noncompetition Agreement”). If the Optionee fails to execute the Noncompetition Agreement, this Agreement shall be null and void ab initio and no Option shall be deemed granted hereunder.

 

-3 -


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

PREGIS HOLDING I CORPORATION

By:

 

/s/ Thomas J. Pryma

   

Name: 

 

Thomas J. Pryma

   

Title:

 

President

/s/ Andy Brewer

Andy Brewer

2142 N. Fremont

Chicago, IL 60614


EXECUTION COPY

 

PREGIS HOLDING I CORPORATION

2005 STOCK OPTION PLAN

 

NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES

 

NONQUALIFIED STOCK OPTION AGREEMENT dated as of October 12, 2005 between Pregis Holding I Corporation, a Delaware corporation (the “Company”) and Dieter Eberle (the “Optionee”) (this “Agreement”).

 

The Company’s Compensation Committee or the Company’s Board of Directors acting as the Committee (in either case, the “Committee”) has determined that the Optionee is one of the Key Employees of the Company or its subsidiaries or affiliates, and that the objectives of the Company’s 2005 Stock Option Plan (the “Plan”) will be furthered by awarding to the Optionee Options under the Plan. Capitalized terms defined in the Plan and not otherwise defined herein shall have the meaning given such terms in the Plan.

 

In consideration of the foregoing and of the mutual undertakings set forth in this Agreement, the Company and the Optionee agree as follows:

 

SECTION 1. Grant of Option.

 

1.1 The Company hereby grants to the Optionee an option (the “Option”) to purchase 62.91 shares of Common Stock (“Common Stock”) of the Company, at a purchase price of $13,000 per share.

 

1.2 The Option granted hereby is intended to be a “nonqualified” stock option subject to the provisions of section 83 of the Code and is not intended to qualify as an “incentive stock option” subject to the provisions of section 422 of the Code.

 

SECTION 2. Exercisability.

 

2.1 Subject to Section 4 hereof regarding a Transaction, the Option shall be exercisable for the cumulative number of shares and at the times provided in the following schedule subject to continued employment by the Company or its subsidiaries or affiliates:

 

Applicable Date


  

Cumulative Number

of Shares


On the first anniversary of the date hereof

   12.59

On the second anniversary of the date hereof

   25.18

On the third anniversary of the date hereof

   37.77

On the fourth anniversary of the date hereof

   50.36

On the fifth anniversary of the date hereof

   62.91

 

2.2 Subject to Section 4 hereof and the terms of the Plan, the Option will terminate as to any and all shares of Common Stock for which the Option has not yet been exercised on October 12, 2015.


SECTION 3. Method of Exercise.

 

3.1 The Option or any part thereof may be exercised only by giving written notice to the Company in the form of Exhibit A hereto, which notice shall state the election to exercise the Option and the number of whole and fractional shares of Common Stock with respect to which the Option is being exercised. Such notice must be accompanied by payment of the full purchase price for the number of shares purchased.

 

3.2 Payment of the purchase price shall be made by certified or official bank check payable to the Company. As soon as it is practicable after it receives payment of the purchase price, the Company shall deliver to the Optionee a certificate or certificates for the shares of Common Stock acquired pursuant to the Option.

 

SECTION 4. Termination of Employment.

 

The Option granted hereby shall terminate and expire on the day the Optionee’s employment is terminated in the event of a termination for Cause and in accordance with the provisions of Section 2.4 of the Plan. Upon the occurrence of a Transaction (as defined in the Plan), the Option shall become immediately exercisable in full. Any Common Stock issued pursuant to exercise of this Option is subject to the right of the Company to purchase set forth in Section 2.4 of the Plan.

 

SECTION 5. Nonassignability.

 

No right granted to the Optionee under the Plan or this Agreement shall be assignable or transferable (whether by operation of law or otherwise and whether voluntarily or involuntarily), other than by will or by the laws of descent and distribution. All rights granted to the Optionee under the Plan or this Agreement shall be exercisable only by the Optionee or his estate, heirs or personal representatives.

 

SECTION 6. Right of Discharge Reserved.

 

Nothing in the Plan or in this Agreement shall confer upon the Optionee any right to continue in the employ or service of the Company or any of its subsidiaries or affiliates or affect any right which the Company or any of its subsidiaries or affiliates may have to terminate the employment or services of the Optionee.

 

SECTION 7. No Rights as a Stockholder.

 

Neither the Optionee nor any person succeeding to the Optionee’s rights hereunder shall have any right as a stockholder with respect to any shares subject to the Option until the date of the issuance of a stock certificate to him for such shares. Except for adjustments made pursuant to Section 3.4 of the Plan, no adjustment shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, securities or other property) for which the record date is prior to the date such stock certificate is issued.

 

SECTION 8. Plan Provisions to Prevail.

 

This Agreement shall be subject to all of the terms and provisions of the Plan, which are incorporated hereby and made a part hereof. In the event there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern.

 

-2-


SECTION 9. Optionee’s Acknowledgments.

 

By entering into this Agreement the Optionee agrees and acknowledges that (a) he has received and read a copy of the Plan and accepts this Option subject to the terms and provisions of the Plan, and (b) no member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any award thereunder. As a condition to the issuance of shares of Common Stock under this Option, the Optionee authorizes the Company to withhold in accordance with applicable law from any compensation payable to him any taxes required to be withheld by the Company under federal, state, or local law as a result of his exercise of this Option.

 

SECTION 10. Section Headings.

 

The Section headings contained herein are for the purposes of convenience only and are not intended to define or limit the contents of said Sections.

 

SECTION 11. Notices.

 

Any notice to be given to the Company hereunder shall be in writing and shall be addressed to the Secretary of the Company, Sanford Krieger, c/o AEA Investors Inc., 65 East 55th Street, New York, New York 10022 or at such other address as the Company may hereinafter designate to the Optionee by notice as provided herein. Any notice to be given to Optionee shall be given at the address set forth on the signature page hereof, or at such other address as Optionee may hereinafter designate to the Company by notice as provided herein. Notices hereunder shall be deemed to have been duly given when personally delivered or mailed by registered or certified mail to the party entitled to receive them.

 

SECTION 12. Successors and Assigns.

 

This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and assigns of the Company and, to the extent set forth in Section 5, the estate, heirs or personal representatives of the Optionee.

 

SECTION 13. Governing Law.

 

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the choice of laws principles thereof.

 

-3-


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

PREGIS HOLDING I CORPORATION

By:

 

/s/ Thomas J. Pryma

   

Name: 

 

Thomas J. Pryma

   

Title:

 

President

/s/ Dieter Eberle

Dieter Eberle

Hochriesstrasse 8

83026 Rosenheim

Germany


EXECUTION COPY

PREGIS HOLDING I CORPORATION

2005 STOCK OPTION PLAN

 

NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES

 

NONQUALIFIED STOCK OPTION AGREEMENT dated as of December 1, 2005 between Pregis Holding I Corporation, a Delaware corporation (the “Company”) and Steven C. Huston (the “Optionee”) (this “Agreement”).

 

The Company’s Compensation Committee or the Company’s Board of Directors acting as the Committee (in either case, the “Committee”) has determined that the Optionee is one of the key employees of the Company or its subsidiaries or affiliates, and that the objectives of the Company’s 2005 Stock Option Plan (the “Plan”) will be furthered by awarding to the Optionee Options under the Plan. Capitalized terms defined in the Plan and not otherwise defined herein shall have the meaning given such terms in the Plan.

 

In consideration of the foregoing and of the mutual undertakings set forth in this Agreement and in consideration of the Optionee’s entering into the Noncompetition Agreement (as defined herein), the Company and the Optionee agree as follows:

 

SECTION 1. Grant of Option.

 

1.1 Subject to Section 14 hereof, the Company hereby grants to the Optionee an option (the “Option”) to purchase 21.52 shares of Common Stock (“Common Stock”) of the Company, at a purchase price of $13,000 per share.

 

1.2 The Option granted hereby is intended to be a “nonqualified” stock option subject to the provisions of section 83 of the Code and is not intended to qualify as an “incentive stock option” subject to the provisions of section 422 of the Code.

 

SECTION 2. Exercisability.

 

2.1 Subject to Section 4 hereof regarding a Transaction, the Option shall be exercisable for the cumulative number of shares and at the times provided in the following schedule subject to continued employment by the Company or its subsidiaries or affiliates:

 

Applicable Date


  

Cumulative Number

of Shares


On the first anniversary of the date hereof

   4.31

On the second anniversary of the date hereof

   8.62

On the third anniversary of the date hereof

   12.93

On the fourth anniversary of the date hereof

   17.24

On the fifth anniversary of the date hereof

   21.52

 

2.2 Subject to Section 4 hereof and the terms of the Plan, the Option will terminate as to any and all shares of Common Stock for which the Option has not yet been exercised on December 1, 2015.


SECTION 3. Method of Exercise.

 

3.1 The Option or any part thereof may be exercised only by giving written notice to the Company in the form of Exhibit A hereto, which notice shall state the election to exercise the Option and the number of whole and fractional shares of Common Stock with respect to which the Option is being exercised. Such notice must be accompanied by payment of the full purchase price for the number of shares purchased.

 

3.2 Payment of the purchase price shall be made by certified or official bank check payable to the Company. As soon as it is practicable after it receives payment of the purchase price, the Company shall deliver to the Optionee a certificate or certificates for the shares of Common Stock acquired pursuant to the Option.

 

SECTION 4. Termination of Employment.

 

The Option granted hereby shall terminate and expire on the day the Optionee’s employment is terminated in the event of a termination for Cause and in accordance with the provisions of Section 2.4 of the Plan. Upon the occurrence of a Transaction (as defined in the Plan), the Option shall become immediately exercisable in full. Any Common Stock issued pursuant to exercise of this Option is subject to the right of the Company to purchase set forth in Section 2.4 of the Plan.

 

SECTION 5. Nonassignability.

 

No right granted to the Optionee under the Plan or this Agreement shall be assignable or transferable (whether by operation of law or otherwise and whether voluntarily or involuntarily), other than by will or by the laws of descent and distribution. All rights granted to the Optionee under the Plan or this Agreement shall be exercisable only by the Optionee or his estate, heirs or personal representatives.

 

SECTION 6. Right of Discharge Reserved.

 

Nothing in the Plan or in this Agreement shall confer upon the Optionee any right to continue in the employ or service of the Company or any of its subsidiaries or affiliates or affect any right which the Company or any of its subsidiaries or affiliates may have to terminate the employment or services of the Optionee.

 

SECTION 7. No Rights as a Stockholder.

 

Neither the Optionee nor any person succeeding to the Optionee’s rights hereunder shall have any right as a stockholder with respect to any shares subject to the Option until the date of the issuance of a stock certificate to him for such shares. Except for adjustments made pursuant to Section 3.4 of the Plan, no adjustment shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, securities or other property) for which the record date is prior to the date such stock certificate is issued.

 

SECTION 8. Plan Provisions to Prevail.

 

This Agreement shall be subject to all of the terms and provisions of the Plan, which are incorporated hereby and made a part hereof. In the event there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern.

 

-2-


SECTION 9. Optionee’s Acknowledgments.

 

By entering into this Agreement the Optionee agrees and acknowledges that (a) he has received and read a copy of the Plan and accepts this Option subject to the terms and provisions of the Plan, and (b) no member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any award thereunder. As a condition to the issuance of shares of Common Stock under this Option, the Optionee authorizes the Company to withhold in accordance with applicable law from any compensation payable to him any taxes required to be withheld by the Company under federal, state, or local law as a result of his exercise of this Option.

 

SECTION 10. Section Headings.

 

The Section headings contained herein are for the purposes of convenience only and are not intended to define or limit the contents of said Sections.

 

SECTION 11. Notices.

 

Any notice to be given to the Company hereunder shall be in writing and shall be addressed to the Secretary of the Company, Sanford Krieger, c/o AEA Investors Inc., 65 East 55th Street, New York, New York 10022 or at such other address as the Company may hereinafter designate to the Optionee by notice as provided herein. Any notice to be given to Optionee shall be given at the address set forth on the signature page hereof, or at such other address as Optionee may hereinafter designate to the Company by notice as provided herein. Notices hereunder shall be deemed to have been duly given when personally delivered or mailed by registered or certified mail to the party entitled to receive them.

 

SECTION 12. Successors and Assigns.

 

This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and assigns of the Company and, to the extent set forth in Section 5, the estate, heirs or personal representatives of the Optionee.

 

SECTION 13. Governing Law.

 

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the choice of laws principles thereof.

 

SECTION 14. Noncompetition Agreement.

 

The Option shall not be granted unless and until the Optionee executes the noncompetition agreement attached hereto as Exhibit B (the “Noncompetition Agreement”). If the Optionee fails to execute the Noncompetition Agreement, this Agreement shall be null and void ab initio and no Option shall be deemed granted hereunder.

 

-3-


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

PREGIS HOLDING I CORPORATION

By:

 

/s/ Thomas J. Pryma

   

Name: 

 

Thomas J. Pryma

   

Title:

 

President

/s/ Steven C. Huston

Steven C. Huston

2209 W. Erie Street

Chicago, IL 60612


EXECUTION COPY

 

PREGIS HOLDING I CORPORATION

2005 STOCK OPTION PLAN

 

NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES

 

NONQUALIFIED STOCK OPTION AGREEMENT dated as of October 12, 2005 between Pregis Holding I Corporation, a Delaware corporation (the “Company”) and Peter Lewis (the “Optionee”) (this “Agreement”).

 

The Company’s Compensation Committee or the Company’s Board of Directors acting as the Committee (in either case, the “Committee”) has determined that the Optionee is one of the key employees of the Company or its subsidiaries or affiliates, and that the objectives of the Company’s 2005 Stock Option Plan (the “Plan”) will be furthered by awarding to the Optionee Options under the Plan. Capitalized terms defined in the Plan and not otherwise defined herein shall have the meaning given such terms in the Plan.

 

In consideration of the foregoing and of the mutual undertakings set forth in this Agreement and in consideration of the Optionee’s entering into the Noncompetition Agreement (as defined herein), the Company and the Optionee agree as follows:

 

SECTION 1. Grant of Option.

 

1.1 The Company hereby grants to the Optionee an option (the “Option”) to purchase 124.16 shares of Common Stock (“Common Stock”) of the Company, at a purchase price of $13,000 per share.

 

1.2 The Option granted hereby is intended to be a “nonqualified” stock option subject to the provisions of section 83 of the Code and is not intended to qualify as an “incentive stock option” subject to the provisions of section 422 of the Code.

 

SECTION 2. Exercisability.

 

2.1 Subject to Section 4 hereof regarding a Transaction, the Option shall be exercisable for the cumulative number of shares and at the times provided in the following schedule subject to continued employment by the Company or its subsidiaries or affiliates:

 

Applicable Date


  

Cumulative Number

of Shares


On the first anniversary of the date hereof

   24.84

On the second anniversary of the date hereof

   49.68

On the third anniversary of the date hereof

   74.52

On the fourth anniversary of the date hereof

   99.36

On the fifth anniversary of the date hereof

   124.16

 

2.2 Subject to Section 4 hereof and the terms of the Plan, the Option will terminate as to any and all shares of Common Stock for which the Option has not yet been exercised on October 12, 2015.


SECTION 3. Method of Exercise.

 

3.1 The Option or any part thereof may be exercised only by giving written notice to the Company in the form of Exhibit A hereto, which notice shall state the election to exercise the Option and the number of whole and fractional shares of Common Stock with respect to which the Option is being exercised. Such notice must be accompanied by payment of the full purchase price for the number of shares purchased.

 

3.2 Payment of the purchase price shall be made by certified or official bank check payable to the Company. As soon as it is practicable after it receives payment of the purchase price, the Company shall deliver to the Optionee a certificate or certificates for the shares of Common Stock acquired pursuant to the Option.

 

SECTION 4. Termination of Employment.

 

The Option granted hereby shall terminate and expire on the day the Optionee’s employment is terminated in the event of a termination for Cause and in accordance with the provisions of Section 2.4 of the Plan. Upon the occurrence of a Transaction (as defined in the Plan), the Option shall become immediately exercisable in full. Any Common Stock issued pursuant to exercise of this Option is subject to the right of the Company to purchase set forth in Section 2.4 of the Plan.

 

SECTION 5. Nonassignability.

 

No right granted to the Optionee under the Plan or this Agreement shall be assignable or transferable (whether by operation of law or otherwise and whether voluntarily or involuntarily), other than by will or by the laws of descent and distribution. All rights granted to the Optionee under the Plan or this Agreement shall be exercisable only by the Optionee or his estate, heirs or personal representatives.

 

SECTION 6. Right of Discharge Reserved.

 

Nothing in the Plan or in this Agreement shall confer upon the Optionee any right to continue in the employ or service of the Company or any of its subsidiaries or affiliates or affect any right which the Company or any of its subsidiaries or affiliates may have to terminate the employment or services of the Optionee.

 

SECTION 7. No Rights as a Stockholder.

 

Neither the Optionee nor any person succeeding to the Optionee’s rights hereunder shall have any right as a stockholder with respect to any shares subject to the Option until the date of the issuance of a stock certificate to him for such shares. Except for adjustments made pursuant to Section 3.4 of the Plan, no adjustment shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, securities or other property) for which the record date is prior to the date such stock certificate is issued.

 

SECTION 8. Plan Provisions to Prevail.

 

This Agreement shall be subject to all of the terms and provisions of the Plan, which are incorporated hereby and made a part hereof. In the event there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern.

 

-2-


SECTION 9. Optionee’s Acknowledgments.

 

By entering into this Agreement the Optionee agrees and acknowledges that (a) he has received and read a copy of the Plan and accepts this Option subject to the terms and provisions of the Plan, and (b) no member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any award thereunder. As a condition to the issuance of shares of Common Stock under this Option, the Optionee authorizes the Company to withhold in accordance with applicable law from any compensation payable to him any taxes required to be withheld by the Company under federal, state, or local law as a result of his exercise of this Option.

 

SECTION 10. Section Headings.

 

The Section headings contained herein are for the purposes of convenience only and are not intended to define or limit the contents of said Sections.

 

SECTION 11. Notices.

 

Any notice to be given to the Company hereunder shall be in writing and shall be addressed to the Secretary of the Company, Sanford Krieger, c/o AEA Investors Inc., 65 East 55th Street, New York, New York 10022 or at such other address as the Company may hereinafter designate to the Optionee by notice as provided herein. Any notice to be given to Optionee shall be given at the address set forth on the signature page hereof, or at such other address as Optionee may hereinafter designate to the Company by notice as provided herein. Notices hereunder shall be deemed to have been duly given when personally delivered or mailed by registered or certified mail to the party entitled to receive them.

 

SECTION 12. Successors and Assigns.

 

This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and assigns of the Company and, to the extent set forth in Section 5, the estate, heirs or personal representatives of the Optionee.

 

SECTION 13. Governing Law.

 

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the choice of laws principles thereof.

 

-3-


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

PREGIS HOLDING I CORPORATION

By:

 

/s/ Thomas J. Pryma

   

Name: Thomas J. Pryma

   

Title: President

/s/ P. Lewis

Peter Lewis

Dalton Hall

Dalton, Richmond

DL11 7GU North Yorkshire

England


EXECUTION COPY

 

PREGIS HOLDING I CORPORATION

2005 STOCK OPTION PLAN

 

NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES

 

NONQUALIFIED STOCK OPTION AGREEMENT dated as of October 12, 2005 between Pregis Holding I Corporation, a Delaware corporation (the “Company”) and C. William McBee (the “Optionee”) (this “Agreement”).

 

The Company’s Compensation Committee or the Company’s Board of Directors acting as the Committee (in either case, the “Committee”) has determined that the Optionee is one of the key employees of the Company or its subsidiaries or affiliates, and that the objectives of the Company’s 2005 Stock Option Plan (the “Plan”) will be furthered by awarding to the Optionee Options under the Plan. Capitalized terms defined in the Plan and not otherwise defined herein shall have the meaning given such terms in the Plan.

 

In consideration of the foregoing and of the mutual undertakings set forth in this Agreement and in consideration of the Optionee’s entering into the Noncompetition Agreement (as defined herein), the Company and the Optionee agree as follows:

 

SECTION 1. Grant of Option.

 

1.1 Subject to Section 14 hereof, the Company hereby grants to the Optionee an option (the “Option”) to purchase 62.91 shares of Common Stock (“Common Stock”) of the Company, at a purchase price of $13,000 per share.

 

1.2 The Option granted hereby is intended to be a “nonqualified” stock option subject to the provisions of section 83 of the Code and is not intended to qualify as an “incentive stock option” subject to the provisions of section 422 of the Code.

 

SECTION 2. Exercisability.

 

2.1 Subject to Section 4 hereof regarding a Transaction, the Option shall be exercisable for the cumulative number of shares and at the times provided in the following schedule subject to continued employment by the Company or its subsidiaries or affiliates:

 

Applicable Date


  

Cumulative Number

of Shares


On the first anniversary of the date hereof

   12.59

On the second anniversary of the date hereof

   25.17

On the third anniversary of the date hereof

   37.77

On the fourth anniversary of the date hereof

   50.36

On the fifth anniversary of the date hereof

   62.91

 

2.2 Subject to Section 4 hereof and the terms of the Plan, the Option will terminate as to any and all shares of Common Stock for which the Option has not yet been exercised on October 12, 2015.


SECTION 3. Method of Exercise.

 

3.1 The Option or any part thereof may be exercised only by giving written notice to the Company in the form of Exhibit A hereto, which notice shall state the election to exercise the Option and the number of whole and fractional shares of Common Stock with respect to which the Option is being exercised. Such notice must be accompanied by payment of the full purchase price for the number of shares purchased.

 

3.2 Payment of the purchase price shall be made by certified or official bank check payable to the Company. As soon as it is practicable after it receives payment of the purchase price, the Company shall deliver to the Optionee a certificate or certificates for the shares of Common Stock acquired pursuant to the Option.

 

SECTION 4. Termination of Employment.

 

The Company recognizes that the Optionee previously retired from employment and is considering retirement in the near future. Accordingly, as an accommodation to the Optionee for having agreed to return to active employment, in the event that the Optionee’s employment is terminated on or after the second anniversary of the date hereof, other than a termination for Cause, the Option shall remain outstanding until October 12, 2015, subject to earlier termination or repurchase in accordance with the terms of the Plan, but only so long as the Optionee (i) is not engaged in full time employment in the Chicago metropolitan area and (ii) is not engaged in activity directly competitive with Hexacomb Corporation or its subsidiaries. Upon the occurrence of a Transaction (as defined in the Plan), the Option shall become immediately exercisable in full. Any Common Stock issued pursuant to exercise of this Option is subject to the right of the Company to purchase set forth in Section 2.4 of the Plan.

 

SECTION 5. Nonassignability.

 

No right granted to the Optionee under the Plan or this Agreement shall be assignable or transferable (whether by operation of law or otherwise and whether voluntarily or involuntarily), other than by will or by the laws of descent and distribution. All rights granted to the Optionee under the Plan or this Agreement shall be exercisable only by the Optionee or his estate, heirs or personal representatives.

 

SECTION 6. Right of Discharge Reserved.

 

Nothing in the Plan or in this Agreement shall confer upon the Optionee any right to continue in the employ or service of the Company or any of its subsidiaries or affiliates or affect any right which the Company or any of its subsidiaries or affiliates may have to terminate the employment or services of the Optionee.

 

SECTION 7. No Rights as a Stockholder.

 

Neither the Optionee nor any person succeeding to the Optionee’s rights hereunder shall have any right as a stockholder with respect to any shares subject to the Option until the date of the issuance of a stock certificate to him for such shares. Except for adjustments made pursuant to Section 3.4 of the Plan, no adjustment shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, securities or other property) for which the record date is prior to the date such stock certificate is issued.

 

-2-


SECTION 8. Plan Provisions to Prevail.

 

This Agreement shall be subject to all of the terms and provisions of the Plan, which are incorporated hereby and made a part hereof. In the event there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern.

 

SECTION 9. Optionee’s Acknowledgments.

 

By entering into this Agreement the Optionee agrees and acknowledges that (a) he has received and read a copy of the Plan and accepts this Option subject to the terms and provisions of the Plan, and (b) no member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any award thereunder. As a condition to the issuance of shares of Common Stock under this Option, the Optionee authorizes the Company to withhold in accordance with applicable law from any compensation payable to him any taxes required to be withheld by the Company under federal, state, or local law as a result of his exercise of this Option.

 

SECTION 10. Section Headings.

 

The Section headings contained herein are for the purposes of convenience only and are not intended to define or limit the contents of said Sections.

 

SECTION 11. Notices.

 

Any notice to be given to the Company hereunder shall be in writing and shall be addressed to the Secretary of the Company, Sanford Krieger, c/o AEA Investors Inc., 65 East 55th Street, New York, New York 10022 or at such other address as the Company may hereinafter designate to the Optionee by notice as provided herein. Any notice to be given to Optionee shall be given at the address set forth on the signature page hereof, or at such other address as Optionee may hereinafter designate to the Company by notice as provided herein. Notices hereunder shall be deemed to have been duly given when personally delivered or mailed by registered or certified mail to the party entitled to receive them.

 

SECTION 12. Successors and Assigns.

 

This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and assigns of the Company and, to the extent set forth in Section 5, the estate, heirs or personal representatives of the Optionee.

 

SECTION 13. Governing Law.

 

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the choice of laws principles thereof.

 

SECTION 14. Noncompetition Agreement.

 

The Option shall not be granted unless and until the Optionee executes the noncompetition agreement attached hereto as Exhibit B (the “Noncompetition Agreement”). If the Optionee fails to execute the Noncompetition Agreement, this Agreement shall be null and void ab initio and no Option shall be deemed granted hereunder.

 

-3-


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

PREGIS HOLDING I CORPORATION

By:

 

/s/ Thomas J. Pryma

   

Name: Thomas J. Pryma

   

Title: President

/s/ C. William McBee

C. William McBee

610 Wharton Drive

Lake Forest, IL 60045


EXECUTION COPY

 

PREGIS HOLDING CORPORATION

2005 STOCK OPTION PLAN

 

NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES

 

NONQUALIFIED STOCK OPTION AGREEMENT dated as of October 12, 2005 between Pregis Holding I Corporation, a Delaware corporation (the “Company”) and Hartmut Scherf (the “Optionee”) (this “Agreement”).

 

The Company’s Compensation Committee or the Company’s Board of Directors acting as the Committee (in either case, the “Committee”) has determined that the Optionee is one of the Key Employees of the Company or its subsidiaries or affiliates, and that the objectives of the Company’s 2005 Stock Option Plan (the “Plan”) will be furthered by awarding to the Optionee Options under the Plan. Capitalized terms defined in the Plan and not otherwise defined herein shall have the meaning given such terms in the Plan.

 

In consideration of the foregoing and of the mutual undertakings set forth in this Agreement, the Company and the Optionee agree as follows:

 

SECTION 1. Grant of Option.

 

1.1 The Company hereby grants to the Optionee an option (the “Option”) to purchase 82.77 shares of Common Stock (“Common Stock”) of the Company, at a purchase price of $13,000 per share.

 

1.2 The Option granted hereby is intended to be a “nonqualified” stock option subject to the provisions of section 83 of the Code and is not intended to qualify as an “incentive stock option” subject to the provisions of section 422 of the Code.

 

SECTION 2. Exercisability.

 

2.1 Subject to Section 4 hereof regarding a Transaction, the Option shall be exercisable for the cumulative number of shares and at the times provided in the following schedule subject to continued employment by the Company or its subsidiaries or affiliates:

 

Applicable Date


  

Cumulative Number

of Shares


On the first anniversary of the date hereof

   16.56

On the second anniversary of the date hereof

   33.12

On the third anniversary of the date hereof

   49.68

On the fourth anniversary of the date hereof

   66.24

On the fifth anniversary of the date hereof

   82.77

 

2.2 Subject to Section 4 hereof and the terms of the Plan, the Option will terminate as to any and all shares of Common Stock for which the Option has not yet been exercised on October 12, 2015.


SECTION 3. Method of Exercise.

 

3.1 The Option or any part thereof may be exercised only by giving written notice to the Company in the form of Exhibit A hereto, which notice shall state the election to exercise the Option and the number of whole and fractional shares of Common Stock with respect to which the Option is being exercised. Such notice must be accompanied by payment of the full purchase price for the number of shares purchased.

 

3.2 Payment of the purchase price shall be made by certified or official bank check payable to the Company. As soon as it is practicable after it receives payment of the purchase price, the Company shall deliver to the Optionee a certificate or certificates for the shares of Common Stock acquired pursuant to the Option.

 

SECTION 4. Termination of Employment.

 

The Option granted hereby shall terminate and expire on the day the Optionee’s employment is terminated in the event of a termination for Cause and in accordance with the provisions of Section 2.4 of the Plan. Upon the occurrence of a Transaction (as defined in the Plan), the Option shall become immediately exercisable in full. Any Common Stock issued pursuant to exercise of this Option is subject to the right of the Company to purchase set forth in Section 2.4 of the Plan.

 

SECTION 5. Nonassignability.

 

No right granted to the Optionee under the Plan or this Agreement shall be assignable or transferable (whether by operation of law or otherwise and whether voluntarily or involuntarily), other than by will or by the laws of descent and distribution. All rights granted to the Optionee under the Plan or this Agreement shall be exercisable only by the Optionee or his estate, heirs or personal representatives.

 

SECTION 6. Right of Discharge Reserved.

 

Nothing in the Plan or in this Agreement shall confer upon the Optionee any right to continue in the employ or service of the Company or any of its subsidiaries or affiliates or affect any right which the Company or any of its subsidiaries or affiliates may have to terminate the employment or services of the Optionee.

 

SECTION 7. No Rights as a Stockholder.

 

Neither the Optionee nor any person succeeding to the Optionee’s rights hereunder shall have any right as a stockholder with respect to any shares subject to the Option until the date of the issuance of a stock certificate to him for such shares. Except for adjustments made pursuant to Section 3.4 of the Plan, no adjustment shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, securities or other property) for which the record date is prior to the date such stock certificate is issued.

 

SECTION 8. Plan Provisions to Prevail.

 

This Agreement shall be subject to all of the terms and provisions of the Plan, which are incorporated hereby and made a part hereof. In the event there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern.

 

-2-


SECTION 9. Optionee’s Acknowledgments.

 

By entering into this Agreement the Optionee agrees and acknowledges that (a) he has received and read a copy of the Plan and accepts this Option subject to the terms and provisions of the Plan, and (b) no member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any award thereunder. As a condition to the issuance of shares of Common Stock under this Option, the Optionee authorizes the Company to withhold in accordance with applicable law from any compensation payable to him any taxes required to be withheld by the Company under federal, state, or local law as a result of his exercise of this Option.

 

SECTION 10. Section Headings.

 

The Section headings contained herein are for the purposes of convenience only and are not intended to define or limit the contents of said Sections.

 

SECTION 11. Notices.

 

Any notice to be given to the Company hereunder shall be in writing and shall be addressed to the Secretary of the Company, Sanford Krieger, c/o AEA Investors Inc., 65 East 55th Street, New York, New York 10022 or at such other address as the Company may hereinafter designate to the Optionee by notice as provided herein. Any notice to be given to Optionee shall be given at the address set forth on the signature page hereof, or at such other address as Optionee may hereinafter designate to the Company by notice as provided herein. Notices hereunder shall be deemed to have been duly given when personally delivered or mailed by registered or certified mail to the party entitled to receive them.

 

SECTION 12. Successors and Assigns.

 

This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and assigns of the Company and, to the extent set forth in Section 5, the estate, heirs or personal representatives of the Optionee.

 

SECTION 13. Governing Law.

 

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the choice of laws principles thereof.

 

-3-


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

PREGIS HOLDING I CORPORATION

By:

 

/s/ Thomas J. Pryma

   

Name: Thomas J. Pryma

   

Title: President

/s/ Hartmut Scherf

Hartmut Scherf

Weststrasse 2

49170 Hagen

Germany


Dates Referenced Herein

This ‘S-4/A’ Filing    Date    Other Filings
2/6/16None on these Dates
12/1/15
11/30/15
10/12/15
Filed on:2/14/06
2/6/06
12/1/05
11/30/05
10/12/05
 List all Filings 


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/24/06  SEC                               UPLOAD10/21/17    1:11K  Pregis Holding II Corp.
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