EXHIBIT 4(b)
GREIF BROS. CORPORATION
1996 DIRECTORS STOCK OPTION PLAN
Section 1. PURPOSE.
The purposes of the Greif Bros. Corporation 1996 Directors
Stock Option Plan (the "Plan") are to encourage directors of Greif
Bros. Corporation, a Delaware corporation (the "Company"), who are
not employees of the Company to acquire or increase a proprietary
interest in the Company, to promote and strengthen the interest of
such directors in the development and financial success of the
Company, and to assist the Company in attracting and retaining
highly qualified directors by providing such directors with options
(the "Options") to purchase shares of Class A Common Stock (the
"Shares") of the Company.
Section 2. SHARES SUBJECT TO THE PLAN.
The maximum aggregate number of Shares reserved and available
for grants of Options under the Plan shall be 100,000 Shares. Such
Shares may be authorized but unissued Shares or issued Shares
reacquired by the Company and held as treasury Shares. If an
Option granted under the Plan expires or terminates without
exercise, the Shares subject to such expired or terminated Option
shall again be available for other Options to be granted under the
Plan. The aggregate number of Shares allocated to the Plan shall
be subject to adjustment pursuant to Section 6.
Section 3. ELIGIBILITY.
The persons eligible to receive Options under the Plan shall
include only individuals who are directors of the Company and who
are not employees of the Company or any subsidiary or affiliate of
the Company (each such individual, an "Eligible Director").
Section 4. GRANT OF OPTIONS.
Each person who is an Eligible Director on the effective date
of the Plan (determined as of such effective date) shall be
automatically granted an Option to purchase 2,000 Shares.
Immediately following each annual meeting of the stockholders
of the Company held after the effective date of the Plan, each
director of the Company who is then an Eligible Director shall be
automatically granted an Option to purchase 2,000 Shares as of the
date of such annual meeting.
Section 5. TERMS OF OPTION.
The Options shall be stock options not intended to qualify as
incentive stock options under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"). Each Option shall be
evidenced by a written agreement (an "Option Agreement"). Each
Option Agreement shall be dated as of the date on which the Option
is granted and shall be signed by an officer of the Company and by
the Eligible Director to whom such Option is granted (Eligible
Directors granted Options hereunder, "Grantees").
All Option Agreements shall be consistent with the Plan and
shall be subject to the following terms and conditions:
(a) Vesting. Each Option shall be fully vested and
exercisable on the date granted.
(b) Exercise Price. The exercise or purchase price of Shares
subject to an Option shall be the fair market value of
the Shares at the time such Option is granted. For
purposes of the Plan, the fair market value of the Shares
shall be the last sale price of the Shares as reported on
the Nasdaq National Market on the last trading day prior
to the grant date.
(c) Maximum Term. Subject to Section 5(f), below, the term of each
Option shall commence on the date of grant and shall
terminate on the tenth anniversary of such date.
(d) Method of Exercise. An Option may be exercised, in whole
or in part, by giving written notice to the Secretary of
the Company stating the number of Shares (which must be
a whole number) with respect to which the Option is being
exercised and the time during normal business hours for
delivery of those Shares, which shall be more than 10 and
less than 20 business days after exercise of the Option.
Subject to compliance with all other terms and conditions
of the Plan and the Option Agreement relating to such
Option, the Company shall deliver, at the specified time
at the principal office of the Company, a certificate for
such Shares to the person entitled to receive such Shares
upon receipt of payment of the full purchase price for
such Shares as follows: (i) by certified or bank
cashier's check or other form of payment acceptable to
the Company; or (ii) by delivery of unrestricted Shares
with a fair market value on the date of such delivery
equal to the total exercise price; or (iii) by surrender
of Shares subject to the Option which have a value,
determined by subtracting the exercise price of such
Shares from their fair market on the date of such
surrender, equal to the total exercise price; or (iv) by
a combination of any of the preceding methods.
(e) Transferability. No Option shall be transferable by a
Grantee other than by will or the laws of descent and
distribution. During the lifetime of a Grantee, an
Option shall be exercisable (subject to any other
applicable restrictions on exercise) only by a Grantee
for his or her own account or by the Grantee's authorized
legal representative if the Grantee is unable to exercise
the Option because of his or her disability. Upon the
death of a Grantee, an Option shall be exercisable
(subject to any other applicable restrictions on
exercise) only by the executor or administrator of the
Grantee's estate.
Notwithstanding the foregoing to the contrary, an Option
may be gifted by a Grantee (without the receipt of
consideration), from time to time, to one or more of such
Grantee's spouse, children, grandchildren, or to the
trustee of a trust for the principal benefit of one or
more of such persons, or to partnerships whose only
partners are one or more of such persons. Any Option
which shall be gifted shall continue to be subject to all
provisions and conditions of the Plan and the Option
Agreement applicable to the Option prior to its transfer,
including without limitation, restrictions on
transferability and limitations on exercise following
cessation as a director, provided that the person
receiving the gift shall have the same right to exercise
the gifted Option as the Grantee who gifted the Option.
(f) Termination of Option. Except as otherwise provided in
Section 9, if a Grantee ceases to be an Eligible Director for
any reason, then all Options or any unexercised portion
of such Options which otherwise are exercisable by such
Grantee shall terminate unless such Options are exercised
within six months after the date such Grantee ceases to
be an Eligible Director (but in no event after expiration
of the original term of any such Option); provided, that
if such Grantee ceases to be an Eligible Director by
reason of such Grantee's death, the six-month period
shall instead be a one-year period.
Section 6. CHANGES IN CAPITAL STRUCTURE.
If the Company (a) pays a stock dividend or makes a
distribution in Shares without receiving consideration in the form
of money, services, or property, (b) subdivides or splits its
outstanding Shares into a greater number of Shares, or (c) combines
its outstanding Shares into a smaller number of Shares, then the
aggregate number of Shares reserved for issuance pursuant to the
Plan and the number and exercise price of Shares subject to the
unexercised portions of then-outstanding Options shall be adjusted
so that, assuming that Options had been previously granted for all
of the Shares so reserved, the Grantees would be entitled to
receive for the same aggregate price that number of Shares which
they would have owned after the happening of any of the events
described above had they exercised all of such Options prior to the
happening of such event. An adjustment made pursuant to this
paragraph shall become effective immediately after the record date
in the case of a dividend or other distribution or the effective
date in the case of a subdivision, split, or combination.
If the Company reclassifies or changes the Shares (except for
splitting or combining, or changing par value, or changing from par
value to no par value, or changing from no par value to par value)
or participates in a consolidation or merger (other than a merger
in which the Company is the surviving corporation and which does
not result in any reclassification or change of the Shares except
as stated above), the aggregate number of Shares reserved for
issuance pursuant to the Plan and the number and exercise price of
Shares subject to the unexercised portions of then-outstanding
Options shall be adjusted so that, assuming that Options had been
previously granted for all the Shares so reserved, the Grantees
would be entitled to receive for the same aggregate price that
number and type of shares of capital stock which they would have
owned after the happening of any of the events described above had
they exercised all of such Options prior to the happening of such
event.
No adjustment pursuant to this section shall be required
unless such adjustment would require an increase or decrease of at
least 1% in the number or price of Shares; provided that any
adjustments which by reason of this paragraph are not required to
be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this section shall
be made to the nearest cent or to the nearest full share, as the
case may be. Anything in this section to the contrary
notwithstanding, the Company shall be entitled to make such
reductions in the exercise price, in addition to those required by
this section, as it, in its discretion, shall determine to be
advisable in order that any stock dividends, subdivisions or splits
of shares, distribution of rights to purchase shares or securities,
or distribution of securities convertible into or exchangeable for
shares hereafter made by the Company to its stockholders shall not
be taxable.
Whenever an adjustment is made pursuant to the preceding
provisions of this section, the Company shall promptly prepare a
notice of such adjustment setting forth the terms of such
adjustment and the date on which such adjustment became effective
and shall mail such notice of adjustment to the Grantees at their
respective addresses appearing on the records of the Company or at
such other address any Grantees may from time to time designate in
writing to the Company.
Section 7. COMPLIANCE WITH SECURITIES LAWS; DELIVERY OF SHARES.
No Option shall be exercisable and no Shares shall be
delivered under the Plan except in compliance with all applicable
federal and state securities laws and regulations. The Company may
require each person acquiring Shares pursuant to the exercise of an
Option under the Plan (a) to represent and warrant to and agree
with the Company in writing that the participant is acquiring the
Shares without a view to distribution thereof, and (b) to make such
additional representations, warranties and agreements with respect
to the investment intent of such person or persons exercising the
Option as the Company may reasonably request.
All certificates for Shares or other securities delivered
under the Plan shall be subject to such stop-transfer orders and
other restrictions as the Company may deem advisable under the
rules, regulations, and other requirements of the Securities and
Exchange Commission, any stock exchange upon which the Shares are
then listed, and any applicable federal or state securities laws,
and the Company may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.
Section 8. WITHHOLDING TAX.
The Company, at its option, shall have the right to require
any person who is entitled to receive Shares pursuant to the
exercise of an Option to pay to the Company an amount equal to all
taxes which the Company is required to withhold with respect to
such Shares or make arrangements satisfactory to the Company
regarding the payment of such taxes, or, in lieu thereof, to
retain, or sell without notice, a number of such Shares sufficient
to cover the amount required to be withheld. The obligations of
the Company under the Plan shall be conditional on such payment or
other arrangements acceptable to the Company.
Section 9. TERMINATION FOR CAUSE.
Notwithstanding any provision to the contrary in the Plan or
in any Option Agreement, upon the discharge of any Grantee as a
director of the Company for cause, all unexercised Options granted
to such Grantee shall immediately lapse and be of no further force
or effect.
Section 10. TERMINATION AND AMENDMENT OF PLAN.
The Board may from time to time alter, amend, suspend, or
terminate the Plan or may at any time terminate the Plan, provided
that no such action shall materially and adversely affect any
outstanding Options without the consent of the respective Grantees
of such Options.
Section 11. NO ENLARGEMENT OF RIGHTS.
The award of Options under the Plan to an Eligible Director
shall not confer any right to such director to continue as a
director of the Company and shall not restrict or interfere in any
way with the rights of the stockholders of the Company to terminate
such directorship, with or without cause, at any time.
Section 12. RIGHTS AS STOCKHOLDER.
No Grantee or such Grantee's assignee or executor or
administrator shall have any rights of a stockholder in the Company
with respect to the Shares covered by an Option unless and until a
certificate representing such Shares has been duly issued and
delivered to him or her under the Plan.
Section 13. DEFINITION OF SUBSIDIARY AND AFFILIATE.
The term "subsidiary" means a subsidiary corporation as
defined in Section 424(f) of the Code. An "affiliate" of, or a person or
entity "affiliated" with, a specified person or entity, is a person
or entity that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common
control with, the person or entity specified.
Section 14. GOVERNMENT REGULATIONS.
Notwithstanding any provisions of the Plan or any Option
Agreement, the Company's obligations under the Plan and any such
Option Agreement shall be subject to all applicable laws, rules and
regulations and to such approvals as may be required by any
governmental or regulatory authorities.
Section 15. GOVERNING LAW.
The Plan and all Option Agreements shall be governed by and
construed in accordance with the laws of the State of Ohio.
Section 16. GENDERS AND NUMBERS.
When permitted by the context, each pronoun used in the Plan
includes the same pronoun in other genders and numbers, and each
noun used in the Plan includes the same noun in other numbers.
Section 17. CAPTIONS.
The captions of the various sections and paragraphs of the
Plan are not part of the context of the Plan, but are only labels
to assist in locating those sections, and shall be ignored in
construing the Plan.
Section 18. EFFECTIVE DATE; TERM OF PLAN.
The Plan shall be effective as of September 5, 1996. No
Option shall be granted pursuant to the Plan on or after the tenth
anniversary of the effective date of the Plan, but Options granted
prior to such tenth anniversary may extend beyond that date.