Exhibit 10 (aa)
AMENDED AND RESTATED
THE WEST COMPANY. INCORPORATED
DISCOUNTED STOCK PURCHASE PLAN
NOVEMBER 5, 1991
ARTICLE 1 - PURPOSE
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The West Company, Incorporated Discounted Stock Purchase Plan (the "Plan")
is intended to encourage Company stock ownership by all eligible employees of
The West Company, Incorporated (the "Company") and its participating
subsidiaries through the use of voluntary, systematic payroll deductions to
purchase the Company's Common Stock ("Stock"). The term "participating
subsidiaries" shall mean any domestic subsidiary of The West Company,
Incorporated and any other subsidiary of The West Company, Incorporated which is
designated by the Board of Directors of the Company to participate in the Plan.
ARTICLE 2 - ELIGIBLE EMPLOYEES
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Each full-time employee of the Company or any participating subsidiary (1)
who is employed in the continental United States, Puerto Rico or any other
jurisdiction designated by the Board of Directors, (2) who has reached the
statutory age of majority in the jurisdiction in which the employee is employed
(3) who has been employed for six full calendar months and (4) if the employee
is covered by a collective bargaining agreement, whose participation in the Plan
has been the subject of collective bargaining, shall be eligible to participate
in the Plan. Temporary employees, part--time employees and officers are not
eligible to participate in the Plan.
ARTICLE 3 - EMPLOYMENT OF AGENT
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The Company has engaged American Stock Transfer Co. ("Agent")
to act as Agent under the Plan for the purchase of, and issuance of certificates
for, Stock on behalf of all eligible Plan participants. The Agent shall open and
maintain a separate account for each Plan participant upon receipt of a written
authorization from the Company. The Agent will issue quarterly statements of
each Plan participant's account to the participant.
ARTICLE 4 -ELECTION TO PARTICIPATE
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Each eligible employee may become a participant in the Plan by delivering
to the Company's Payroll Department a written enrollment, in the form prescribed
by the Committee:
(a) stating the amount to be deducted from each pay pursuant to Article 5 and
authorizing deductions in that amount;
(b) authorizing the purchase of Stock in accordance with the terms of the Plan;
and
(c) specifying the exact name in which Stock purchased for the participant is
to be issued as provided under Article 11 hereof.
Such deduction authorization shall be placed in effect as soon as
practicable following its delivery to the Payroll Department. Until a
participant files a new authorization or withdraws from the Plan, deductions and
purchases under the authorization on file for the participant will continue as
long as the Plan remains in effect.
Amounts deducted each month from pay pursuant to written authorizations
shall be commingled and forwarded by the 15th day of the following month by the
Company to the Agent with a sub-accounting sufficiently detailed to show the
amounts applicable to each participant. No interest will be credited with
respect to such amounts.
ARTICLE 5-PAYROLL DEDUCTIONS: COMPANY CONTRIBUTIONS: SEPARATE CASH CONTRIBUTIONS
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A participant shall elect to make contributions to the Plan by payroll
deductions in an amount ranging from a minimum of $2.50 each week for those
employees paid weekly, or $5.00 per biweekly pay period for those employees paid
bi-weekly, to, in increments of $.50, a maximum of 10% of the participant's base
rate of compensation for the period in question, subject to the participant's
right to discontinue participation under Article 6 and the participant's right
to withdraw under Article 7.
The Company shall contribute, on behalf of each participating employee, an
amount sufficient to effect a 15% discount on Stock purchased through payroll
deduction, such amount to be forwarded by the Company to the Agent
simultaneously with employee contributions.
Participants may also make separate cash contributions to the Plan of up to
$2,500 per calendar quarter, such amount to be forwarded by the Company to the
Agent simultaneously with employee contributions. The Company will, however, not
contribute with respect to such separate contributions.
ARTICLE 6 - CHANGE IN PAYROLL DEDUCTIONS
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The rate of a participant's payroll deductions may be increased or
decreased, or the payroll deductions terminated, at any time by submitting a
written authorization form to the Payroll Department. Commencement, revision or
termination of deductions will become effective as of the first day of the first
month occurring at least 15 days after notice of such commencement, revision or
termination is received. A participant shall be limited to two such revisions in
each calendar year. A six month waiting period for participation shall be
imposed upon any participant who wishes to reactivate his payroll deductions
after having authorized their termination.
ARTICLE 7 - WITHDRAWAL FROM THE PLAN
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A participant may withdraw from the Plan at any time by delivering a
written notice to the Agent and a notice of termination of deduction, as
described in Article 6, to the Payroll Department. Upon withdrawal, the Agent
shall issue, as soon as practicable, a certificate to the participant in his
name, or, if held as a joint account, in the name of the participant and his
joint tenant, for the number of whole shares of Stock in accordance with Article
11. Any fractional interest in shares shall be sold and a check issued for the
net proceeds of such sale and for any contributions not yet applied to purchase
Stock. Each participant shall receive a statement of account upon withdrawal.
ARTICLE 8 - PURCHASE OF STOCK
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The Company shall forward to the Agent on or before the 15th day of each
month the payroll deductions and separate participant cash contributions made
during the previous month for each participant, and the Company contributions
made with respect to the payroll deductions, for the purchase of whole shares of
Stock and fractional interest in shares for each participant's account. The
purchase of shares with those contributions shall be made as soon as reasonably
practicable thereafter.
ARTICLE 9 - PURCHASE PRICE
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The price per share of Stock shall be the current open market price at the
time of trade during any trading day on the New York Stock Exchange. The terms
"business day" or "trading day" as used herein mean a day on which there is
trading on the New York Stock Exchange or such other national securities
exchange as shall be designated by the Committee.
ARTICLE 10 - CASH AND STOCK DIVIDENDS; STOCK SPLITS
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Subject to the receipt of a contrary notice from the participant, the Agent
will credit cash dividends to the account icipant on the date those dividends
are paid and shall reinvest such dividends in Stock as soon as is reasonably
practicable. A11 Stock dividends and Stock splits shall be credited by the Agent
to the account of each participant. Any other distributions of securities and
rights to subscribe shall be sold and the net proceeds credited to the account
of each participant.
ARTICLE 11 - ISSUANCE OF STOCK CERTIFICATES
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A participant may direct once each calendar year, at any time, that a
certificate be issued by the Agent as soon as practicable and mailed to the
participant for any number of full shares held in the participant's account. In
addition, as described in Article 7, certificates for all whole shares of Stock
purchased for a participant will be delivered as soon as practicable after the
participant's withdrawal from the Plan. Certificates for shares of Stock
purchased under the Plan will be issued in the name of the participant, or in
the name of the participant and another person of legal age as joint tenants
with right of survivorship, as directed by the participant in writing, on the
enrollment form filed by the participant under Article 4.
ARTICLE 12 -- COMPANY'S PAYMENT OF EXPENSES RELATED TO PLAN
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The Company will pay the Agent for all commissions and other charges
rendered in connection with the purchase of Stock under the Plan, including
dividend reinvestments. The commissions on all such purchases and dividend
reinvestments shall be at the minimum (or best available) rates as then in
effect on the New York Stock Exchange.
ARTICLE 13 - ADMINISTRATION OF THE PLAN
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The Plan shall be administered by a Committee (the "Committee") consisting
of the Company's Senior Vice President - Human Resources and Public Affairs and
its Treasurer. The Board of Directors may from time to time remove members from,
or add members to, the Committee. Vacancies on the Committee, however caused,
shall be filled by the Board of Directors. Acts of the Committee reduced to or
approved in writing by any member of the Committee, shall be the valid acts of
the Committee.
The interpretation and construction by the Committee of any provisions of
the Plan shall be final unless otherwise determined by the Board of Directors.
The Committee may from time to time adopt such rules and regulations for
carrying out the Plan as it may deem best. No member of the Board of Directors
or the Committee shall be liable for any action or determination made in good
faith with respect to the Plan.
ARTICLE 14 - TERMINATION OF EMPLOYEE'S RIGHTS
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A participant's rights to make contributions and to receive Company
contributions under the Plan will terminate immediately upon the participant's
termination of employment by reason of retirement, resignation, layoff,
discharge, death, or for any other reason. In the event a participant's payroll
deductions are interrupted by any legal process, a written notice of termination
of deduction will be considered to have been received from that participant on
the day the interruption occurs.
ARTICLE 15 - TERMINATION AND AMENDMENTS TO PLAN
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The Plan shall terminate on December 31, 1993 (Extension of termination
date was adopted by the Board of Directors on November 5, 1991). The Plan may be
renewed, however, at any time by the Board of Directors of the Company for
additional terms of up to two years each. The Board of Directors also reserves
the right to amend the Plan from time to time in any respect and to change the
eligibility requirements to suit administrative convenience. The Agent reserves
the right, upon 90 days notice to the Company, to amend or terminate its
agreement with the Company, and by so doing, modify or terminate its servicing
arrangement under the Plan.
ARTICLE 16 - REPRESENTATIONS ON STOCK PURCHASED UNDER THE PLAN
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The Company makes no representations as to the investment quality of its
Stock. Plan participation is strictly voluntary. The Company does not intend to
restrict or influence any employee in the conduct of his own affairs. A
participant may, therefore, sell Stock purchased under the Plan and held in
certificate form by the participant at any time. All plan participants shall
vest in all customary shareholder rights, including voting privileges.
ARTICLE 17 - PARTICIPANT-STOCKHOLDER RIGHTS
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Neither an employee's status as a participant nor the deductions from the
employee's pay shall make employee a stockholder until shares of Stock have been
purchased for such employee's account.
ARTICLE 18 - SECURITIES REGULATIONS
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Actions undertaken by the Agent to buy and deliver whole shares of Stock or
to buy, sell and deliver the proceeds of fractional shares of Stock under this
Plan are subject to the provision of the constitution, rules and regulations,
and customs and usages of the New York Stock Exchange, Inc. as from time to time
in effect shall apply.
ARTICLE 19 - WITHHOLDING OF TAX
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The Company, or a participating subsidiary, acting in accordance with the
requirements of applicable laws and regulations, will withhold from the wages of
participating employees all income and other taxes required with respect to any
amount deducted from a participant's pay under the Plan, or with respect to
amounts contributed by the Company for the participant under the Plan.
ARTICLE 20 - FEDERAL TAX TREATMENT OF COMPANY CONTRIBUTIONS AND DIVIDENDS
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Company contributions made for a participant's benefit, with respect to
that participant's payroll deductions, are subject to federal income tax and may
be subject to state and local taxes. Those amounts will be reported to the
Employee annually on Internal Revenue Service Form W-2, or any successor form
specified by the Internal Revenue Service.
Dividends declared on Stock held for a participant are also subject to
federal income tax and may be subject to state and local taxes regardless of
whether such dividends are actually paid to the participant or are applied to
purchase Stock. The Agent shall supply trade confirmations and statements to
each participant to be used in the preparation of annual income tax returns.
ARTICLE 21 - APPROVAL BY THE BOARD OF DIRECTORS
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The Plan was approved by the Board of Directors of the Company on November
6, 1987.