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Pregis Corp, et al. – ‘S-4/A’ on 2/14/06 – ‘EX-10.13’

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-10.13’   —   Pregis Holding I Corporation Employee Stock Purchase Plan


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  Pregis Holding I Corporation Employee Stock Purchase Plan  

EXHIBIT 10.13

 

PREGIS HOLDING I CORPORATION

 

EMPLOYEE STOCK PURCHASE PLAN

 

1. Name. This plan shall be known as the PREGIS HOLDING I CORPORATION EMPLOYEE STOCK PURCHASE PLAN (the “Plan”).

 

2. Purpose. The Plan is intended to encourage participation in the ownership and economic progress of Pregis Holding I Corporation (the “Company”) by offering certain employees of the Company and its subsidiaries a one-time opportunity to purchase shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”).

 

3. Administration. The Plan shall be administered by the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”), provided, however in the event that no such Committee is established, the Plan shall be administered by the Board, and in such event all references herein to the Committee shall be deemed to reference the Board. Subject to the express provisions of the Plan, the Committee shall have the discretion (i) to construe and interpret the Plan, (ii) to prescribe, amend or rescind rules and regulations relating to the administration of the Plan and (iii) to make all other determinations necessary or advisable for the administration of the Plan, including, without limitation, who shall participate in the Plan, how many shares shall be sold to each participant and the price at which shares shall be sold under the Plan.

 

4. Price and Payment. The purchase price for the Common Stock sold under the Plan shall be $10,000. Employees who are awarded the right to purchase shares under the Plan shall pay the purchase price for such shares by check or such other payment acceptable to the Company. Employees purchasing shares under the Plan must purchase at least .25 shares, with an aggregate purchase price of $2, 500. The number of shares which may be purchased shall be limited as necessary to ensure that the aggregate sales price of shares sold in the United States under the Plan and any other employee benefit plan with which the Plan is integrated does not exceed US $5,000,000 in any consecutive twelve-month period.

 

5. Stock Subscription Agreement. Any person who is not a resident of the state of California who purchases Common Stock pursuant to the Plan shall enter into a Subscription Agreement with the Company in substantially the form of Exhibit A hereto. Any person who is a resident of the state of California who purchases Common Stock pursuant to the Plan shall enter into a Subscription Agreement with the Company in substantially the form of Exhibit B hereto.

 

6. Nonassignability. No offer of shares of Common Stock under the Plan or any agreement to any participant shall be assignable or transferable other than by will or by the laws of descent and distribution. Unless otherwise determined by the Committee, during the life of the participant, all offers under the Plan or under any agreement to any participant may be accepted only by such participant.


7. Amendment and Termination. The Committee may, at any time, suspend, amend or terminate the Plan; provided, however, that no suspension, amendment or termination hereof shall amend, alter or impair any rights or obligations with respect to any Common Stock previously sold under the Plan. This Plan shall be deemed adopted and become effective upon the date this Plan is adopted by the Board.

 

8. One-Time Offer. The Plan is a one-time offer to purchase shares of Common Stock on January 31, 2006. The Plan is no way provides any participant any right to purchase shares of Common Stock thereafter.

 

Dated: December 20, 2005

 

- 2 -


Dates Referenced Herein

This ‘S-4/A’ Filing    Date    Other Filings
Filed on:2/14/06None on these Dates
1/31/06
12/20/05
 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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Filing Submission 0001193125-06-031676   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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