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Berry Global Group, Inc. – ‘10-K’ for 9/28/13 – ‘EX-10.32’

On:  Wednesday, 12/11/13, at 5:08pm ET   ·   For:  9/28/13   ·   Accession #:  1378992-13-13   ·   File #:  1-35672

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

12/11/13  Berry Global Group, Inc.          10-K        9/28/13  113:17M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Bpg 10K December 2013                               HTML   1.57M 
 3: EX-10.10    Exhibit 10.10 Omnibus Amendment to Awards Granted   HTML     52K 
                Under the Bpg Inc 2006 Long-Term Incentive Plan                  
 4: EX-10.31    Exhibit 10.31 Amendment No 1 to the Bpg Inc 2012    HTML     38K 
                Long Term Incentive Plan                                         
 5: EX-10.32    Exhibit 10.32 Omnibus Amendment to Awards Granted   HTML     42K 
                Under Bpg 2012 Long Term Incentive Plan                          
 2: EX-10.9     Exhibit 10.9 Amendment No. 2 to the Bpg Inc 2006    HTML     40K 
                Incentive Plan                                                   
 7: EX-21.1     Exhibit 21.1 Subsidiares of the Registrant          HTML     39K 
 8: EX-23.1     Exhibit 23.1 Consent of Independent Registered      HTML     36K 
                Public Accounting Firm                                           
 6: EX-12.1     Exhibit 12.1 Computation of Ratio of Earnings to    HTML     61K 
                Fixed Charges                                                    
 9: EX-31.1     Exhibit 31.1 Rule 13A-14(A)/15D-14(A)               HTML     42K 
                Certification of the Chief Executive Officer                     
10: EX-31.2     Exhibit 31.2 Rule 13A-14(A)/15D-14(A)               HTML     42K 
                Certification of Chief Financial Officer                         
11: EX-32.1     Exhibit 32.1 Section 1350 Certification of the      HTML     37K 
                Chief Executive Officer                                          
12: EX-32.2     Exhibit 32.2 Section 1350 Certification of Chief    HTML     37K 
                Financial Officer                                                
108: R1          Document And Entity Information                     HTML     65K  
69: R2          Consolidated Balance Sheets                         HTML    139K 
65: R3          Consolidated Balance Sheets (Parenthetical)         HTML     50K 
25: R4          Consolidated Statements Of Operations And           HTML    127K 
                Comprehensive Income (Loss)                                      
67: R5          Consolidated Statement Of Changes In Stockholders'  HTML     98K 
                Equity (Deficit)                                                 
49: R6          Consolidated Statements Of Cash Flows               HTML    160K 
92: R7          Basis Of Presentation And Summary Of Significant    HTML    150K 
                Accounting Policies                                              
50: R8          Acquisitions                                        HTML     60K 
53: R9          Financial Instruments And Fair Value Measurements   HTML     95K 
26: R10         Goodwill, Intangible Assets And Deferred Costs      HTML     77K 
51: R11         Lease And Other Commitments And Contingencies       HTML     66K 
91: R12         Accrued Expenses, Other Current Liabilities And     HTML     45K 
                Other Long-Term Liabilities                                      
82: R13         Income Taxes                                        HTML    200K 
66: R14         Retirement Plan                                     HTML    110K 
104: R15         Restructuring And Impairment Charges                HTML     82K  
88: R16         Related Party Transactions                          HTML     47K 
22: R17         Stockholders' Equity                                HTML     73K 
30: R18         Segment And Geographic Data                         HTML     66K 
103: R19         Net Income (Loss) Per Share                         HTML     53K  
107: R20         Guarantor And Non-Guarantor Financial Information   HTML    380K  
110: R21         Quarterly Financial Data                            HTML     52K  
106: R22         Subsequent Events                                   HTML     39K  
74: R23         Basis Of Presentation And Summary Of Significant    HTML    251K 
                Accounting Policies (Policy)                                     
27: R24         Basis Of Presentation And Summary Of Significant    HTML    129K 
                Accounting Policies (Tables)                                     
48: R25         Acquisitions (Tables)                               HTML     44K 
37: R26         Long-Term Debt (Tables)                             HTML    100K 
36: R27         Financial Instruments And Fair Value Measurements   HTML     81K 
                (Tables)                                                         
55: R28         Goodwill, Intangible Assets And Deferred Costs      HTML     75K 
                (Tables)                                                         
73: R29         Lease And Other Commitments And Contingencies       HTML     58K 
                (Tables)                                                         
85: R30         Accrued Expenses, Other Current Liabilities And     HTML     46K 
                Other Long-Term Liabilities (Tables)                             
42: R31         Income Taxes (Tables)                               HTML    188K 
56: R32         Retirement Plan (Tables)                            HTML    109K 
97: R33         Restructuring And Impairment Charges (Tables)       HTML     82K 
39: R34         Stockholders' Equity (Tables)                       HTML     70K 
80: R35         Segment And Geographic Data (Tables)                HTML     65K 
81: R36         Net Income (Loss) Per Share (Tables)                HTML     48K 
58: R37         Guarantor And Non-Guarantor Financial Information   HTML    380K 
                (Tables)                                                         
35: R38         Quarterly Financial Data (Tables)                   HTML     49K 
79: R39         Basis Of Presentation And Summary Of Significant    HTML    153K 
                Accounting Policies (Narrative) (Details)                        
40: R40         Basis Of Presentation And Summary Of Significant    HTML     57K 
                Accounting Policies (Schedule Of Assumptions Used                
                For Options Granted) (Details)                                   
54: R41         Basis Of Presentation And Summary Of Significant    HTML     44K 
                Accounting Policies (Activity For Allowance For                  
                Doubtful Accounts) (Details)                                     
86: R42         Basis Of Presentation And Summary Of Significant    HTML     42K 
                Accounting Policies (Schedule Of Inventory)                      
                (Details)                                                        
46: R43         Basis Of Presentation And Summary Of Significant    HTML     47K 
                Accounting Policies (Schedule Of Property, Plant                 
                And Equipment) (Details)                                         
75: R44         Basis Of Presentation And Summary Of Significant    HTML     60K 
                Accounting Policies (Changes In The Carrying                     
                Amount Of Goodwill) (Details)                                    
64: R45         Basis Of Presentation And Summary Of Significant    HTML     67K 
                Accounting Policies (Schedule Of Intangible                      
                Assets) (Details)                                                
38: R46         Basis Of Presentation And Summary Of Significant    HTML     85K 
                Accounting Policies (Schedule Of Other                           
                Comprehensive Income (Loss)) (Details)                           
95: R47         Acquisitions (Narrative) (Details)                  HTML     47K 
32: R48         Acquisitions (Schedule Of Preliminary Allocation    HTML     50K 
                Of Purchase Price) (Details)                                     
41: R49         Long-Term Debt (Narrative) (Details)                HTML     97K 
63: R50         Long-Term Debt (Summary Of Long-Term Debt)          HTML     72K 
                (Details)                                                        
70: R51         Long-Term Debt (Future Maturities Of Long-Term      HTML     55K 
                Debt) (Details)                                                  
94: R52         Financial Instruments And Fair Value Measurements   HTML     86K 
                (Narrative) (Details)                                            
23: R53         Financial Instruments And Fair Value Measurements   HTML     44K 
                (Schedule Of Derivatives Not Designated As                       
                Hedging, By Balance Sheet Location) (Details)                    
77: R54         Financial Instruments And Fair Value Measurements   HTML     72K 
                (Schedule Of Assets Measured At Fair Value On A                  
                Non-Recurring Basis) (Details)                                   
60: R55         Goodwill, Intangible Assets And Deferred Costs      HTML     46K 
                (Narrative) (Details)                                            
29: R56         Goodwill, Intangible Assets And Deferred Costs      HTML     77K 
                (Schedule Of Intangible Assets, Goodwill And                     
                Deferred Costs) (Details)                                        
34: R57         Lease And Other Commitments And Contingencies       HTML     63K 
                (Narrative) (Details)                                            
68: R58         Lease And Other Commitments And Contingencies       HTML     89K 
                (Schedule Of Future Minimum Payments For Capital                 
                And Operating Leases) (Details)                                  
101: R59         Accrued Expenses, Other Current Liabilities And     HTML     51K  
                Other Long-Term Liabilities (Summary Of Accrued                  
                Expenses And Other Current Liabilities) (Details)                
112: R60         Accrued Expenses, Other Current Liabilities And     HTML     51K  
                Other Long-Term Liabilities (Summary Of Other                    
                Long-Term Liabilities) (Details)                                 
111: R61         Income Taxes (Narrative) (Details)                  HTML     75K  
83: R62         Income Taxes (Schedule Of Income Tax Benefit)       HTML     79K 
                (Details)                                                        
45: R63         Income Taxes (Reconciliation From Federal Income    HTML     63K 
                Tax To Tax Benefit) (Details)                                    
43: R64         Income Taxes (Components Of Net Deferred Income     HTML     94K 
                Tax Liability) (Details)                                         
78: R65         Income Taxes (Activity Related To Gross             HTML     53K 
                Unrecognized Tax Benefits) (Details)                             
100: R66         Retirement Plan (Narrative) (Details)               HTML     78K  
28: R67         Retirement Plan (Schedule Of Projected Benefit      HTML     81K 
                Obligations And Change In Fair Value Of Plan                     
                Assets) (Details)                                                
105: R68         Retirement Plan (Weighted Average Assumptions Used  HTML     46K  
                To Determine Benefit Obligation And Benefit Cost)                
                (Details)                                                        
47: R69         Retirement Plan (Schedule Of Plan Asset Fair        HTML     58K 
                Values) (Details)                                                
59: R70         Retirement Plan (Schedule Of Expected Benefit       HTML     49K 
                Payments) (Details)                                              
57: R71         Retirement Plan (Schedule Of Net Pension And        HTML     55K 
                Retiree Health Benefit Expense) (Details)                        
44: R72         Retirement Plan (Schedule Of Defined Benefit        HTML     40K 
                Pension Plan Asset Allocations) (Details)                        
52: R73         Restructuring And Impairment Charges (Narrative)    HTML     53K 
                (Details)                                                        
90: R74         Restructuring And Impairment Charges (Schedule Of   HTML     49K 
                Estimated Costs For Restructuring Programs)                      
                (Details)                                                        
72: R75         Restructuring And Impairment Charges (Components    HTML     60K 
                Of Restructuring Charges By Segment) (Details)                   
20: R76         Restructuring And Impairment Charges (Summary Of    HTML     55K 
                Activity In Restructuring Accrual) (Details)                     
76: R77         Related Party Transactions (Details)                HTML     56K 
21: R78         Stockholders' Equity (Narrative) (Details)          HTML     57K 
71: R79         Stockholders' Equity (Schedule Of Stock Option      HTML     74K 
                Activity) (Details)                                              
33: R80         Stockholders' Equity (Schedule Of Assumptions Used  HTML     57K 
                For Options Granted) (Details)                                   
98: R81         Stockholders' Equity (Summary Of Options            HTML     62K 
                Outstanding By Exercise Price Range) (Details)                   
96: R82         Segment And Geographic Data (Narrative) (Details)   HTML     42K 
102: R83         Segment And Geographic Data (Summary Of Selected    HTML     56K  
                Information By Reportable Segment) (Details)                     
109: R84         Segment And Geographic Data (Summary Of Assets And  HTML     49K  
                Goodwill By Segment) (Details)                                   
113: R85         Net Income (Loss) Per Share (Narrative) (Details)   HTML     39K  
19: R86         Net Income (Loss) Per Share (Schedule Of Net        HTML     82K 
                Income (Loss) Per Share) (Details)                               
31: R87         Guarantor And Non-Guarantor Financial Information   HTML    132K 
                (Condensed Supplemental Consolidated Statements Of               
                Operations) (Details)                                            
99: R88         Guarantor And Non-Guarantor Financial Information   HTML    168K 
                (Condensed Supplemental Consolidated Balance                     
                Sheet) (Details)                                                 
84: R89         Guarantor And Non-Guarantor Financial Information   HTML    136K 
                (Condensed Supplemental Consolidated Statements Of               
                Cash Flows) (Details)                                            
93: R90         Quarterly Financial Data (Details)                  HTML     52K 
89: R91         Subsequent Events (Details)                         HTML     56K 
62: XML         IDEA XML File -- Filing Summary                      XML    175K 
24: EXCEL       IDEA Workbook of Financial Reports                  XLSX    311K 
61: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   2.71M 
13: EX-101.INS  XBRL Instance -- bery-20130928                       XML   3.70M 
15: EX-101.CAL  XBRL Calculations -- bery-20130928_cal               XML    297K 
16: EX-101.DEF  XBRL Definitions -- bery-20130928_def                XML    818K 
17: EX-101.LAB  XBRL Labels -- bery-20130928_lab                     XML   1.62M 
18: EX-101.PRE  XBRL Presentations -- bery-20130928_pre              XML   1.44M 
14: EX-101.SCH  XBRL Schema -- bery-20130928                         XSD    243K 
87: ZIP         XBRL Zipped Folder -- 0001378992-13-000013-xbrl      Zip    252K

‘EX-10.32’   —   Exhibit 10.32 Omnibus Amendment to Awards Granted Under Bpg 2012 Long Term Incentive Plan

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

 C:   C:   C: 
 
 
 
 
EXHIBIT 10.32

 
OMNIBUS AMENDMENT TO
 
AWARDS GRANTED UNDER THE
 
BERRY PLASTICS GROUP, INC. 2012 LONG-TERM INCENTIVE PLAN
 
    This Omnibus Amendment (this “Amendment”) to the Award Agreements (as defined in the Berry Plastics Group, Inc. (the “Company”) 2012 Long-Term Incentive Plan (the “Plan”) with an effective date prior to the date hereof is adopted effective as of August 1, 2013 by the Committee (as defined in the Plan).  All capitalized terms used without definition herein shall have the meanings ascribed to such terms in the Plan.
 
    WHEREAS, the Company has granted Awards to certain employees, officers, consultants and directors of the Company and its Subsidiaries;
 
    WHEREAS, each such Award is evidenced by an Award Agreement entered into by and between the Company and the Participant to whom such Award was granted;
 
    WHEREAS, pursuant to resolutions dated as of July 24, 2013, the Committee has approved certain amendments to the terms and conditions of the Awards (the “Award Amendments”); and
 
    WHEREAS, the Committee desires to amend the Award Agreements evidencing Awards that are outstanding as of the date hereof under the Plan (the “Outstanding Award Agreements”) to reflect the Award Amendments.
 
    NOW, THEREFORE, pursuant to Section 11(c) of the Plan, each Outstanding Award Agreement is amended as and to the extent described below:
 
1.  
Termination of Options.  The first sentence of Section 6.1 of each Outstanding Award Agreement is amended and restated as follows:
 
Subject to Section 7, if the employment of the Optionee is terminated for any reason other than for Cause, the death, Disability, or Retirement of the Optionee, or other than by reason of the voluntary termination of employment by the Optionee, the Option shall become vested with respect to an additional 5% of the total Shares subject to the Option for each full three month period that has elapsed from the last vesting date through the date of such termination.
 
 
2.  
Death and Disability.  Section 6.2 of each Outstanding Award Agreement is amended and restated in its entirety as follows:
 
If the employment of the Optionee is terminated by reason of the death of the Optionee or by the Company (or its applicable Subsidiary) by reason of the Disability of the Optionee, the Option shall become immediately vested and exercisable with respect to all Shares subject to the Option.  If the employment of the Optionee is terminated under the circumstances described in this Section 6.2, the Option shall remain exercisable through the first anniversary of such termination of employment (or, if (i) earlier or (ii) such death occurs following the Optionee’s termination by reason of Retirement, the expiration of the period set forth in Section 3), after which time the Option shall automatically terminate in full.

 
3.  
Retirement.  A new Section 6.4 is added to each Outstanding Award Agreement as follows:
 
If the employment of the Optionee is terminated by reason of the Retirement of the Optionee, the Option shall continue to vest in accordance with Section 4; provided that, upon a subsequent death of the Optionee prior to the final scheduled vesting date, the Option shall become immediately vested and exercisable with respect to all Shares subject to the Option.  If the employment of the Optionee is terminated under the circumstances described in this Section 6.4, the Option shall remain exercisable through expiration of the period set forth in Section 3.
 
 
4.  
Effect of a Change in Control.  The first sentence of Section 7 of each Outstanding Award Agreement is amended and restated as follows:
 
If the employment of the Optionee is terminated by the Company (or its applicable Subsidiary) for any reason other than for Cause or Disability, at any time following a Change in Control, the Option shall become vested and exercisable with respect to an additional 40% of the total Shares subject to the Option (e.g., if, immediately prior to such termination, 40% of the total Shares subject to the Option are vested, then following such termination, 80% of the total Shares subject to the Option will have vested, it being understood, for the avoidance of doubt, that the maximum aggregate number of Shares eligible to vest shall be the number of Shares set forth in Section 1.1 of this Agreement).
 
 
5.  
Miscellaneous.  Except as expressly amended hereby, the terms and conditions of each Outstanding Award Agreement shall remain in full force and effect.  This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to conflicts of laws principles thereof.
 

 
 
 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:12/11/13
For Period end:9/28/135
8/1/134,  8-K
7/24/134
 List all Filings 

7 Subsequent Filings that Reference this Filing

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

 1/22/24  Berry Global Group, Inc.          S-4/A                  2:1.4M                                   Toppan Merrill/FA
11/22/23  Berry Global Group, Inc.          S-4                   45:45M                                    Toppan Merrill/FA
11/17/23  Berry Global Group, Inc.          10-K        9/30/23   95:13M                                    Broadridge Fin’l So… Inc
11/18/22  Berry Global Group, Inc.          10-K       10/01/22   92:12M                                    Broadridge Fin’l So… Inc
11/18/21  Berry Global Group, Inc.          10-K       10/02/21   91:13M                                    Broadridge Fin’l So… Inc
 9/02/21  Berry Global Group, Inc.          S-4                   46:49M                                    Toppan Merrill/FA
11/23/20  Berry Global Group, Inc.          10-K        9/26/20  103:14M                                    Broadridge Fin’l So… Inc
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Filing Submission 0001378992-13-000013   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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