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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/01/19 Aptargroup Inc 10-Q 6/30/19 97:16M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 2.22M
2: EX-10.1 Material Contract HTML 63K
3: EX-10.2 Material Contract HTML 63K
4: EX-10.3 Material Contract HTML 63K
5: EX-10.4 Material Contract HTML 62K
6: EX-10.5 Material Contract HTML 62K
7: EX-10.6 Material Contract HTML 65K
8: EX-10.7 Material Contract HTML 62K
9: EX-10.8 Material Contract HTML 125K
10: EX-31.1 Certification -- §302 - SOA'02 HTML 37K
11: EX-31.2 Certification -- §302 - SOA'02 HTML 38K
12: EX-32.1 Certification -- §906 - SOA'02 HTML 28K
13: EX-32.2 Certification -- §906 - SOA'02 HTML 28K
20: R1 Document and Entity Information HTML 81K
21: R2 Consolidated Statements of Income HTML 107K
22: R3 Consolidated Statements of Comprehensive Income HTML 70K
23: R4 Consolidated Balance Sheets HTML 145K
24: R5 Consolidated Balance Sheets (Parenthetical) HTML 38K
25: R6 Consolidated Statements of Changes in Equity HTML 83K
26: R7 Consolidated Statements of Cash Flows HTML 135K
27: R8 Summary of Significant Accounting Policies HTML 72K
28: R9 Revenue HTML 157K
29: R10 Inventories HTML 40K
30: R11 Goodwill and Other Intangible Assets HTML 131K
31: R12 Income Taxes HTML 29K
32: R13 Debt HTML 121K
33: R14 Lease Commitments HTML 127K
34: R15 Retirement and Deferred Compensation Plans HTML 80K
35: R16 Accumulated Other Comprehensive Income HTML 152K
36: R17 Derivative Instruments and Hedging Activities HTML 259K
37: R18 Fair Value HTML 93K
38: R19 Commitments and Contingencies HTML 33K
39: R20 Stock Repurchase Program HTML 29K
40: R21 Stock-Based Compensation HTML 141K
41: R22 Earnings Per Share HTML 105K
42: R23 Segment Information HTML 143K
43: R24 Insurance Settlement Receivable HTML 30K
44: R25 Acquisitions HTML 83K
45: R26 Restructuring Initiatives HTML 56K
46: R27 Summary of Significant Accounting Policies HTML 83K
(Policies)
47: R28 Summary of Significant Accounting Policies HTML 59K
(Tables)
48: R29 Revenue (Tables) HTML 149K
49: R30 Inventories (Tables) HTML 42K
50: R31 Goodwill and Other Intangible Assets (Tables) HTML 135K
51: R32 Debt (Tables) HTML 124K
52: R33 Lease Commitments (Tables) HTML 130K
53: R34 Retirement and Deferred Compensation Plans HTML 79K
(Tables)
54: R35 Accumulated Other Comprehensive Income (Tables) HTML 153K
55: R36 Derivative Instruments and Hedging Activities HTML 259K
(Tables)
56: R37 Fair Value (Tables) HTML 88K
57: R38 Stock-Based Compensation (Tables) HTML 142K
58: R39 Earnings Per Share (Tables) HTML 104K
59: R40 Segment Information (Tables) HTML 147K
60: R41 Acquisitions (Tables) HTML 83K
61: R42 Restructuring Initiatives (Tables) HTML 55K
62: R43 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basis HTML 34K
of Presentation (Details)
63: R44 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 53K
Adoption of ASU 2016-02 and ASU 2018-02 (Details)
64: R45 Summary of Significant Accounting Policies HTML 60K
(Details)
65: R46 REVENUE - Revenue by Geographic Segment (Details) HTML 60K
66: R47 REVENUE - Contract Assets and Contract Liabilities HTML 53K
(Details)
67: R48 Inventories (Details) HTML 35K
68: R49 Goodwill and Other Intangible Assets (Schedule of HTML 50K
Goodwill) (Details)
69: R50 Goodwill and Other Intangible Assets (Summary of HTML 80K
Intangible Assets) (Details)
70: R51 Income Taxes Qtr (Details) HTML 40K
71: R52 Debt (Details) HTML 140K
72: R53 LEASE COMMITMENTS - Components of Lease Expense HTML 43K
(Details)
73: R54 LEASE COMMITMENTS - Supplemental Cash Flow HTML 40K
Information (Details)
74: R55 LEASE COMMITMENTS - Supplemental Balance Sheet HTML 73K
Information (Details)
75: R56 LEASE COMMITMENTS - Maturities of Lease HTML 77K
Liabilities (Details)
76: R57 Retirement and Deferred Compensation Plans HTML 65K
(Details)
77: R58 Accumulated Other Comprehensive Income (Details) HTML 54K
78: R59 Accumulated Other Comprehensive Income HTML 68K
(Reclassifications From Accumulated Other
Comprehensive Income) (Details)
79: R60 Derivative Instruments and Hedging Activities HTML 57K
(Cash Flow Hedge) (Details)
80: R61 Derivative Instruments and Hedging Activities HTML 58K
(Fair Value of Derivative Instruments in the
Consolidated Balance Sheets) (Details)
81: R62 Derivative Instruments and Hedging Activities HTML 56K
(Effect of Derivative Instruments on the
Consolidated Statements of Income) (Details)
82: R63 Derivative Instruments and Hedging Activities HTML 51K
(Schedule of Derivative Assets and Liabilities)
(Details)
83: R64 Fair Value (Details) HTML 54K
84: R65 Commitments and Contingencies (Details) HTML 53K
85: R66 Stock Repurchase Program (Details) HTML 47K
86: R67 Stock-Based Compensation (Details) HTML 190K
87: R68 Earnings Per Share (Details) HTML 67K
88: R69 Segment Information (Summary of Reportable HTML 92K
Segments) (Details)
89: R70 Insurance Settlement Receivable (Details) HTML 37K
90: R71 Acquisitions (Details) HTML 145K
91: R72 Acquisitions (Acquired Intangibles) (Details) HTML 41K
92: R73 Acquisitions (Pro Forma) (Details) HTML 37K
93: R74 Restructuring Initiative (Details) HTML 71K
95: XML IDEA XML File -- Filing Summary XML 169K
19: XML XBRL Instance -- atr-20190630x10q_htm XML 4.83M
94: EXCEL IDEA Workbook of Financial Reports XLSX 111K
15: EX-101.CAL XBRL Calculations -- atr-20190630_cal XML 276K
16: EX-101.DEF XBRL Definitions -- atr-20190630_def XML 756K
17: EX-101.LAB XBRL Labels -- atr-20190630_lab XML 1.80M
18: EX-101.PRE XBRL Presentations -- atr-20190630_pre XML 1.26M
14: EX-101.SCH XBRL Schema -- atr-20190630 XSD 188K
96: JSON XBRL Instance as JSON Data -- MetaLinks 447± 700K
97: ZIP XBRL Zipped Folder -- 0001558370-19-006768-xbrl Zip 449K
| atr_EX10_3 |
Exhibit 10.3
APTARGROUP, INC.
2018 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
(SERVICE-BASED VESTING FORM)
(French employee version)
AptarGroup, Inc., a Delaware corporation (the “Company”), hereby grants the participant (the “Employee”) as of [______] (the “Grant Date”), pursuant to Section 6(d) of the AptarGroup, Inc. 2018 Equity Incentive Plan (the “Plan”) as amended by the 2018 French Sub-Plan for Restricted Stock Units (the “Sub-Plan”), a restricted stock unit award (the “Award”) of the restricted stock units deposited into the Employee’s account as of the Grant Date, upon and subject to the restrictions, terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan.
The Award is governed by the terms and conditions of the Plan as amended by the Sub-Plan (together the “2018 French RSU Plan”).
In the event the terms and conditions set out in this Award Agreement differ from or conflict with the terms and conditions set out in the 2018 French RSU Plan, the terms and conditions set out in the 2018 French RSU Plan shall prevail.
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1. |
Award Subject to Acceptance of Agreement. The Award shall be null and void unless the Employee accepts this Agreement by electronically accepting this Agreement within the Employee’s stock plan account with the Company’s stock plan administrator according to the procedures then in effect. |
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2. |
Restriction Period and Vesting. (a) The Award shall vest (i) in [insert number] increments on each of the [insert year[s]] anniversaries of the Grant Date or (ii) as otherwise provided pursuant to this Section 2 (the “Restriction Period”). |
Shares underlying Awards vested less than 2 years after the Grant Date shall be subject to a sale restriction until the second anniversary of the Grant Date.
(b)If the Employee’s employment by the Company terminates by reason of Retirement during the Restriction Period, the Award shall be settled in accordance with the vesting schedule set forth in Section 2(a)(i) or earlier pursuant to Section 2(e) hereof; provided, however, that if the Employee dies after such Employee’s termination of employment by reason of Retirement, the portion of the Award, if any, which has not yet been settled as of the date of death shall become fully payable as of the date of death.
(c)Upon the Employee’s Disability or Death during the Restriction Period, the Award shall become fully vested as of the date of the Employee’s Disability or Death, as the case may be.
(d)If the Employee’s employment by the Company terminates prior to the end of the Restriction Period and prior to any of the events described in this Section 2, then the portion of the Award, if any, which is not vested as of the effective date of the Employee’s termination of employment shall be forfeited and cancelled by the Company.
(e)(1) In the event of a Change in Control, the Award shall immediately vest in full and become payable, except as otherwise provided in the last sentence of Section 2(e)(2) hereof.
(2) In the event of a Change in Control pursuant to paragraph (3) or (4) of Appendix A to the Plan, the Board of Directors (as constituted prior to such Change in Control) may, in its discretion (subject to existing contractual arrangements):
(i) require that shares of stock of the corporation resulting from such Change in Control, or a parent corporation thereof, be substituted for some or all of the Shares (as defined in Section 3) issuable pursuant to the Award, as determined by the Board of Directors; and/or
(ii) require the Award, in whole or in part, to be surrendered to the Company by the Employee and to be immediately cancelled by the Company, and provide for the Employee to receive a cash payment in an amount not less than the amount determined by multiplying the number of restricted stock units subject to the Award immediately prior to such cancellation (but after giving effect to any adjustment pursuant to Section 7(b) of the Plan in respect of any transaction that gives rise to such Change in Control), by the highest per share price offered to holders of Common Stock in any transaction whereby the Change in Control takes place.
Notwithstanding the foregoing provisions of Sections 2(e)(1) and 2(e)(2), in the event that (A) the Award constitutes the payment of nonqualified deferred compensation within the meaning of Section 409A of the Code, and (B) the Change in Control does not constitute a “change in control event” within the meaning of Section 409A of the Code, the Award shall vest upon such Change in Control, and shall be payable in the shares of stock substituted, as determined by the Board of Directors pursuant to Section 2(e)(2)(i) hereof, for the Shares (as defined in Section 3 hereof) issuable pursuant to the Award, or the Award shall be payable in cash, as determined by the Board of Directors pursuant to Section 2(e)(2)(ii) hereof, in either case, in accordance with the vesting schedule set forth in clause (i) of Section 2(a) hereof, regardless of whether the Employee continues to be employed by the Company, or earlier pursuant to Section 2(c) hereof.
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(3) The Company may, but is not required to, cooperate with the Employee if the Employee is subject to Section 16 of the Exchange Act to assure that any cash payment or substitution in accordance with the foregoing to the Employee is made in compliance with Section 16 and the rules and regulations thereunder.
(f)Definitions. For purposes of this Agreement, the following terms shall be defined as follows:
(1) “Cause” shall mean (i) the commission of a felony involving moral turpitude, (ii) the commission of a fraud, (iii) the commission of any material act involving dishonesty with respect to the Company or any of its subsidiaries or affiliates, (iv) gross negligence or willful misconduct with respect to the Company or any of its subsidiaries or affiliates, (v) the willful and continued failure by the Employee to substantially perform the Employee’s duties with the Company (other than any such failure resulting from the Employee’s incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Employee by the Company, which demand specifically identifies the manner in which the Company believes that the Employee has not substantially performed the Employee’s duties, (vi) breach of any restrictive covenant provision or agreement with the Company or (vii) any breach by the Employee of any written agreement with the Company or any of its subsidiaries or affiliates which is material and which is not cured within 30 days following written notice thereof to the Employee by the Company.
(2) “Disability” shall mean that the Employee either (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, is receiving income replacement benefits for a period of not less than six (6) months under an accident and health plan covering employees of the Employee’s employer.
(3) “Retirement” shall mean termination of employment, other than for Cause, either (i) at or after age 55 after a minimum of (a) ten (10) years of employment with the Company, or (b) ten (10) years of employment with the Company after applying five (5) years of credit for previous work experience in accordance with Company policy or (ii) at or after age 65. For purposes of determining whether Employee has satisfied the service requirement for Retirement, employment with an entity or business acquired by the Company shall be deemed to be employment with the Company.
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3. |
Conversion of Restricted Stock Units and Issuance of Shares. Upon the vesting of all or any portion of the Award in accordance with Section 2 hereof, one share of the Company’s Common Stock, $0.01 par value, shall be issuable for each restricted stock unit that vests on such date (the “Shares”), subject to the terms and provisions of the Plan and this Agreement. Thereafter, the Company will transfer such Shares to the Employee upon satisfaction of any required tax withholding obligations. No fractional shares shall be issued under this Agreement. |
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4. |
Rights as a Stockholder. The Employee shall not be entitled to any privileges of ownership (including any voting rights or rights with respect to dividends paid on the Common Stock) with respect to any of the Shares issuable under the Award unless and until, and only to the extent, the Award is settled by the issuance of such Shares to the Employee. |
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5. |
Additional Terms and Conditions of Award. |
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5.1 |
Nontransferability of Award. During the Restriction Period, the restricted stock units subject to the Award and not then vested may not be transferred by the Employee except in the event of death or Disability as described in the Sub-plan.. Except as permitted by the foregoing, during the Restriction Period, the restricted stock units subject to the Award and not then vested may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Any such attempted sale, transfer, assignment, pledge, hypothecation or encumbrance, or other disposition of such restricted stock units shall be null and void. |
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5.2 |
Withholding Taxes. (a) As a condition precedent to the delivery to the Employee of any of the Shares subject to the Award or upon the Employee’s satisfaction of the retirement eligibility conditions set forth in Section 2(b), the Employee shall, upon request by the Company, pay to the Company (or shall cause a broker-dealer on behalf of the Employee to pay to the Company) such amount of cash as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Award. If the Employee shall fail to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to the Employee. |
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(b) Under the terms of this Agreement, the Employee’s obligations to pay the Required Tax Payments shall be satisfied by the Company selling whole Shares delivered upon vesting having an aggregate Market Value, determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Required Tax Payments; provided, however, the Employee may notify the Company prior to the Tax Date that the Employee has elected, in lieu of the Company withholding Shares, to satisfy his or her obligation to advance the Required Tax Payments by (i) a check or cash payment to the Company, (ii) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole Shares having an aggregate Market Value, determined as of the Tax Date, equal to the Required Tax Payments, (iii) except as may be prohibited by applicable law, a cash payment by a broker whom the Company has selected for this purpose and to whom the Employee has authorized to sell any shares acquired upon the vesting of the Award to meet the Required Tax Payments, or (iv) any combination of share withholding and (i), (ii) and (iii). Shares to be delivered to or to be sold by the Company may not have a Market Value in excess of the minimum amount of the Required Tax Payments (or such greater withholding amount to the extent permitted by applicable withholding rules and accounting rules without resulting in variable accounting treatment). Any fraction of a share which would be required to satisfy any such obligation shall be disregarded and the remaining amount due shall be paid in cash by the Employee.
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5.3 |
Compliance with Applicable Law. The Award is subject to the condition that if the listing, registration or qualification of the Shares subject to the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the vesting of the restricted stock units or the delivery of the Shares hereunder, the Shares subject to the Award may not be delivered, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent or approval. |
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5.4 |
Issuance of Shares. Subject to Sections 5.2 and 5.3, within 60 days after the vesting (or, if later, the settlement date set forth in Section 2) of the Award, in whole or in part, the Company shall issue or cause to be issued in the Employee’s name (or such other name as is acceptable to the Company and designated in writing by the Employee) the vested Shares. Such issuance shall be evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company (or, alternatively at the discretion of the Company, a certificate or certificates may be registered in the Employee’s name). The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Section 5.2. |
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5.5 |
Award Confers No Rights to Continued Employment. In no event shall the granting of the Award or its acceptance by the Employee give or be deemed to give the Employee any right to continued employment by the Company or any Affiliate of the Company. |
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5.6 |
Decisions of Board or Committee. The Board of Directors of the Company or the Committee shall have the right to resolve all questions which may arise in connection with the Award. Any interpretation, determination or other action made or taken by the Board of Directors or the Committee regarding the Plan or this Agreement shall be final, binding and conclusive. |
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5.7 |
Company to Reserve Shares. The Company shall at all times prior to the cancellation of the Award reserve and keep available, either in its treasury or out of it authorized but unissued shares of Common Stock, shares of Common Stock equal to the full number of unvested restricted stock units subject to the Award from time to time. |
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5.8 |
Agreement Subject to the Plan; Section 409A of the Code. This Agreement is subject to the provisions of the Plan (including the adjustment provision set forth in Section 7(b) thereof) and shall be interpreted in accordance therewith. The Employee hereby acknowledges receipt of a copy of the Plan. This Agreement shall be interpreted and construed in a manner that avoids the imposition of taxes and other penalties under Section 409A of the Code. The Company reserves the right to amend this Agreement to the extent it determines in its sole discretion such amendment is necessary or appropriate to comply with applicable law, including but not limited to Section 409A of the Code. Notwithstanding the foregoing, under no circumstances shall the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Employee due to any failure to comply with Section 409A of the Code. |
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6. |
Miscellaneous Provisions. |
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6.1 |
Meaning of Certain Terms. As used herein, employment by the Company shall include employment by an Affiliate of the Company. |
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6.2 |
Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of the Employee, acquire any rights hereunder in accordance with this Agreement or the Plan. |
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6.3 |
Notices. All notices, requests or other communications provided for in this Agreement shall be made in writing by (a) actual delivery to the party entitled thereto, (b) mailing to the last known address of the party entitled thereto, via certified or registered mail, return receipt requested or (c) telecopy with confirmation of receipt. The notice, request or other communication shall be deemed to be received, in the case of actual delivery, on the date of its actual receipt by the party entitled thereto, in the case of mailing, on the tenth calendar day following the date of such mailing, and in the case of telecopy, on the date of confirmation of receipt; provided, however, that if a notice, request or other communication is not received during regular business hours, it shall be deemed to be received on the next succeeding business day of the Company. |
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6.4 |
Governing Law. This Agreement and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to conflicts of laws principles. |
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APTARGROUP, INC. |
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By: [Authorized Representative] |
Acknowledgment, Acceptance and Agreement:
By accepting this grant on the Company’s stock plan administrator’s website, I hereby accept the restricted stock units granted to me and acknowledge and agree to be bound by the terms and conditions of the Agreement and the Plan as amended by the Sub-Plan.
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/09/24 AptarGroup, Inc. 10-K 12/31/23 126:18M 2/17/23 AptarGroup, Inc. 10-K 12/31/22 126:20M 2/18/22 AptarGroup, Inc. 10-K 12/31/21 129:20M 2/19/21 AptarGroup, Inc. 10-K 12/31/20 128:22M |