Exhibit (10)(d)
WEST PHARMACEUTICAL SERVICES, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
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As of April 30, 2002, West Pharmaceutical Services, Inc. (referred to as
the "Company") and Donald E. Morel, Jr. (referred to as "you" and "your"),
agree:
1. Definitions. As used herein:
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Committee" means those members of the Board who have been designated
pursuant to the Plan to act in
that capacity.
(d) "Date of Exercise" means the date on which you deliver the notice
required by Paragraph 5 hereof in accordance with the Plan document.
(e) "Date of Grant" means April 30, 2002, the date on which the Committee
awarded the Option.
(f) "Employer" means the Company or the Subsidiary for which you are
performing services on the Date of Exercise, or for which you were
performing services at the time of your death, disability or other
termination of employment.
(g) "Expiration Date" means the earliest of the following:
(i) If you cease to be employed by the Employer for any reason other
than death, disability or retirement (as determined by the
Committee), the date three months after the termination of
employment;
(ii) If you cease to be employed by the Employer because of death or
disability (as determined by the Committee), the date twelve
months after the date you terminate employment;
(iii) The 10th anniversary of the Date of Grant; or
(iv) The occurrence of any of the activities specified in Paragraph 6
hereof.
(h) "Fair Market Value" means the Fair Market Value of a share of Company
common stock as determined pursuant to the Plan.
(i) "Option" means the option hereby granted.
(j) "Option Price" means $27.985 per Share, as calculated under the Plan.
(k) "Person" means an individual, a corporation, a partnership, an
association, a trust or other entity or organization.
(l) "Plan" means the West Pharmaceutical Services, Inc. 1998 Key Employee
Incentive Compensation Plan, the terms of which are incorporated
herein by reference.
(m) "Share Price" means the closing price of the Company's common stock
quoted in the New York Stock Exchange Composite Transactions as
published in the New York edition of The Wall Street Journal.
(n) "Shares" means the 160,000 shares of the Company's common stock, par
value $.25 per share, which are the subject of the Option hereby
granted.
(o) "Subsidiary" means any corporation that, at the time in question, is a
subsidiary corporation of the
Company within the meaning of Section 425(f) of the Code.
2. Grant of Option. The Company grants to you, as of the Date of Grant, the
Option to purchase any or all of the Shares, on the terms and conditions
set forth herein and in the Plan. The Option hereby granted is a
non-qualified stock option.
3. Time of Exercise.
(a) The Option shall become exercisable in four equal installments of
40,000 Shares on the first through fourth anniversaries of the Date of
Grant as follows:
Date on Which Shares
No. of Shares First Become Exercisable
40,000 April 30, 2003
40,000 April 30, 2004
40,000 April 30, 2005
40,000 April 30, 2006
provided, however, the Option shall become immediately exercisable in
full as and to the extent provided in that certain Employment
Agreement dated as of April 30, 2002 between the Company and you.
(b) After each installment becomes exercisable, it shall remain
exercisable until the Expiration Date, when the right to exercise
shall terminate absolutely.
4. Payment for Shares. Full payment for Shares purchased upon the exercise of
the Option shall be made in cash, common stock of the Company valued at its
Fair Market Value on the Date of Exercise, or in a combination thereof, as
the Committee may determine. Such determination may include a restriction
on the use of any Shares unless they have been held by you for at least six
months before delivery, and have not been used for another exercise during
such period.
5. Forfeiture of Option and Option Gain Upon Certain Events. Notwithstanding
any provision of this Agreement to the contrary, if at any time within (i)
the term of this Option or (ii) within three months following termination
of employment or (iii) within three months after you exercise any portion
of this Option, whichever is the latest, you directly or indirectly engage
in any activity in competition with any activity of the Company, or
inimical, contrary or harmful to the interests of the Company, including
without limitation:
(a) conduct related to your employment for which either criminal or civil
penalties against you may be sought;
(b) acquisition of a direct or indirect interest or an option to
acquire such an interest in any Person engaged in competition
with, the Company's business (other than an interest of not more
than 5 percent of the outstanding stock of any publicly traded
company);
(c) accepting employment with or serving as a director, officer,
employee or consultant of, or furnishing information to, or
otherwise facilitating the efforts of, any Person engaged in
competition with the Company's business;
(d) soliciting, employing, interfering with or attempting to entice
away from the Company any employee who has been employed by the
Company in an executive or supervisory capacity within one year
prior to such solicitation, employment, interference or
enticement;
(e) violation of Company policies, including the Company's
insider-trading policy; or
(f) using for yourself or others, or disclosing to others, any
confidential or proprietary information of the Company in
contravention of any Company policy or agreement, then
any and all rights to exercise this Option shall terminate and you
shall pay any option gain realized by you from exercising all or any
portion of this Option by you to the Company.
6. Right of Set-Off. By accepting this agreement, you consent to a deduction
from any amounts the Company owes you, including amounts owed as wages or
other compensation, fringe benefits, or vacation paid, to the extent of the
amount owed under Paragraph 5 hereof. Whether or not the Company elects to
make any set-off in whole or in part, if the Company does not recover by
means of set-off the full amount you owe, calculated as set forth above,
you agree to pay immediately the unpaid balance to the Company.
7. Committee Discretion. The Committee may release you from your obligations
under Paragraph 5 if the Committee (or its duly appointed agent) determines
in its sole discretion that such action is in the best interests of the
Company.
8. Securities Laws. The Committee may from time to time impose any conditions
on the exercise of the Option as it deems necessary or advisable to ensure
that all rights granted under the Plan satisfy the requirements of the
Securities and Exchange Commission Rule 16b-3 or any successor rule. Such
conditions may include, without limitation, the partial or complete
suspension of the right to exercise the Option.
9. Issuance of Certificates. Subject to the provisions of Paragraph 9 hereof,
a certificate for the Shares issuable on the exercise of the Option shall
be delivered to you or to your personal representative, heir or legatee as
promptly as possible after the Date of Exercise, provided that no
certificates for Shares will be so delivered until (a) appropriate
arrangements have been made with Employer for the withholding of any taxes
which may be due with respect to such Shares and (b) the Option Price has
been paid in full. The Company may condition delivery of certificates for
Shares upon the prior receipt from you of any undertakings which it may
determine are required to assure that the certificates are being issued in
compliance with federal and state securities laws.
10. Rights Prior to Exercise. Neither you nor your personal representative,
heir or legatee shall have any of the rights of a shareholder with respect
to any Shares until the date of the issuance to you of a certificate for
such Shares as provided in Paragraph 9 hereof.
11. Status of Option; Interpretation. The Option is intended to be a
non-qualified stock option. The Committee shall have sole power to resolve
any dispute or disagreement arising out of this Agreement. The
interpretation and construction of any provision of this Option or the Plan
made by the Committee shall be final and conclusive and, insofar as
possible, shall be consistent with the requirements of a non-qualified
stock option.
12. Entire Agreement. The parties intend this Agreement to be the final
expression of their agreement and to be a complete and exclusive statement
of their agreement and understanding in respect of the subject matter
contained herein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
IN WITNESS WHEREOF, the parties have executed this Agreement in two
counterparts as of the date stated above.
WEST PHARMACEUTICAL SERVICES, INC.
By: /s/ Richard D. Luzzi
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Richard D. Luzzi, Vice President,
Human Resources
/s/ Donald E. Morel, Jr /s/ Suzanne E. Patrick
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DONALD E. MOREL, JR. (Witness Signature)
(Employee's Signature)