Exhibit 10.25
Silgan Holdings Inc.
2004 Stock Incentive Plan
FORM OF
RESTRICTED STOCK UNIT AGREEMENT
______________________________
(Outside Director)
Date of Grant: _____________________
Restricted Stock Units: _____
RESTRICTED STOCK UNIT AGREEMENT made in Stamford, Connecticut, between
Silgan Holdings Inc. and ___________________________.
1. Grant of Award. The Company has granted you ____ Restricted Stock Units,
subject to the provisions of this Agreement. The Company will hold the
Restricted Stock Units in a bookkeeping account on your behalf until they become
payable or are forfeited or cancelled.
2. Payment Amount. Each Restricted Stock Unit represents the equivalent of
one (1) Share of common stock of the Company. [Except as otherwise determined by
the Board of Directors, in its sole discretion, you will be paid a Dividend
Equivalent in an amount equal to any cash dividends paid by the Company upon one
Share of common stock for each vested Restricted Stock Unit credited to your
account. Dividend Equivalents will be paid to you in cash as soon as practicable
after dividends are distributed to stockholders.]*
3. Vesting. The restrictions on your Restricted Stock Units will lapse and
the Restricted Stock Units will become fully vested _______ months after the
Date of Grant. If your Service with the Company terminates prior to the end of
this _______-month period, your Restricted Stock Units will immediately be
forfeited, and your rights with respect to these Restricted Stock Units will
end.
4. Form of Payment. Vested Restricted Stock Units will be settled in
Shares.
[5. Deferral of Delivery.
(a) If you would like to defer delivery of Shares to a date
subsequent to the date of vesting of the Restricted Stock Units, you may,
provided that, no later than the day before the annual meeting of stockholders
of the Company immediately prior to the Date of Grant, you made a written
request to the Board of Directors for deferral, including a suggested delivery
date up to 10 years following the Date of Grant. This request may be made within
30 days after the Date of Grant in the year in which the Plan is first approved
by stockholders of the Company and in any other year in which you are nominated
for election or reelection to the Board of Directors. The Board of Directors
may, in its sole discretion, determine whether to permit deferral of
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*Include if deferral is applicable.
delivery in the manner requested. If the Board of Directors does not accept your
suggested delivery date, then you will be notified of this decision in writing
and your Shares will be delivered to you when the Restricted Stock Units vest.
If the Board of Directors accepts yourproposal, you will be bound by the
deferred delivery date, unless the deferral period is extended as provided in
(b).
(b) If your deferral period expires prior to the termination
of your directorship and you would like to extend your deferral period, you may,
at least 13 months prior to the date on which your initial deferral period is
scheduled to expire, make a written request to the Board of Directors for an
extension of the deferral period, including a revised delivery date no later
than 20 years following the Date of Grant. The Board of Directors may, in its
sole discretion, determine whether to permit deferral of delivery in the manner
requested. If the Board of Directors does not accept your proposed revised
delivery date, you will be notified of this decision in writing and the Shares
will be delivered to you at the end of the initial deferral period. If the Board
of Directors accepts your proposal, you will be bound by the revised delivery
date, which may not be revoked.
(c) Under no circumstances may a deferral period be extended more
than once.
(d) All deferral elections and distributions from your deferal
account will be subject to applicable law, including changes in law affecting
outstanding deferral elections. The Board of Directors has the authority to
modify outstanding deferral elections to the extent necessary to comply with
changes in applicable law.]*
[6. Termination of Service. If your Service with the Company terminates for
any reason (including in the event of your death or Disability), Shares on any
deferred Restricted Stock Units will be distributed to you as soon as
practicable following such termination. If you are deceased, the Company will
make a distribution to your estate only after the Board of Directors has
determined that the payee is the duly appointed executor or administrator of
your estate.]*
[7. Change in Control. In the event of a Change in Control, the
distribution of Shares on any Restricted Stock Units credited to your deferral
account will be in accordance with the terms of the Plan.]*
8. Transfer of Award. You may not transfer any interest in Restricted Stock
Units, except by will or the laws of descent and distribution. Any other attempt
to dispose of your interest in Restricted Stock Units will be null and void.
9. Adjustments. In the event of any subdivision of the common stock of the
Company, a declaration of a dividend payable in Shares, or a combination or
consolidation of the outstanding common stock (by reclassification or
otherwise), the Board of Directors will make appropriate adjustments to the
number and kind of Shares covered by the Restricted Stock Units and other
relevant provisions, to the extent necessary to prevent dilution or enlargement
of the benefits or potential benefits intended to be provided by the Restricted
Stock Units. Any such determinations and adjustments made by the Board of
Directors will be binding on all persons.
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*Include if deferral is applicable.
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10. Restrictions on Distribution of Shares. The Company will not be
required to deliver any Shares until all applicable federal and state laws and
regulations and all applicable national securities exchange or national
securities association rules have been complied with and all legal matters in
connection with the issuance and delivery of the Shares have been approved by
counsel of the Company.
11. Disposition of Securities. You may dispose of any Shares paid on your
Restricted Stock Units only pursuant to an effective registration statement
under the Securities Act of 1933 or an exemption or exclusion from the
registration requirement. By accepting the Award and signing this Agreement, you
acknowledge that you have read and understand the Company's policy on, and are
aware of and understand your obligations under federal securities laws with
respect to, trading in the Company's securities. The Company will have the right
to recover, or receive reimbursement for, any compensation or profit you realize
on the disposition of Shares received for Restricted Stock Units to the extent
that the Company has a right of recovery or reimbursement under applicable
securities laws.
12. Plan Terms Govern. The grant of Restricted Stock Units, the settlement
of Restricted Stock Units in Shares, and the disposition of such Shares are
subject to the provisions of the Plan and any rules that the Board of Directors
may prescribe. The Plan document, as may be amended from time to time, is
incorporated into this Agreement. Capitalized terms used in this Agreement have
the meaning set forth in the Plan, unless otherwise stated in this Agreement. In
the event of any conflict between the terms of the Plan and the terms of this
Agreement, the Plan will control. By accepting the Award, you acknowledge
receipt of the Plan, as in effect on the date of this Agreement.
13. Personal Data. To comply with applicable law and to administer the Plan
and this Agreement properly, the Company and its agents may hold and process
your personal data, including your home address and Social Security number. By
accepting the Award, you expressly consent to the use of this data by the
Company and its agents and to the transfer of this data outside the country in
which you perform services or reside.
14. Limitations. Nothing in this Agreement or the Plan gives you any right
to continue in the Service of the Company or any of its Affiliates or to
interfere in any way with the right of the Board of Directors or the
stockholders to terminate your directorship at any time. Distribution of Shares
on your Restricted Stock Units is not secured by a trust, insurance contract or
other funding medium, and you do not have any interest in any fund or specific
asset of the Company by reason of this Award or the account established on your
behalf. You have no voting rights or other rights as a stockholder of the
Company pursuant to the Restricted Stock Units until Shares are actually paid to
you.
15. Incorporation of Other Agreements. This Agreement and the Plan
constitute the entire understanding between you and the Company regarding the
Restricted Stock Units. This Agreement supersedes any prior agreements,
commitments or negotiations concerning the Restricted Stock Units.
16. Severability. The invalidity or unenforceability of any provision of
this Agreement will not affect the validity or enforceability of the other
provisions of the Agreement, which will remain in full force and effect.
Moreover, if any provision is found to be excessively
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broad in duration, scope or covered activity, the provision will be construed so
as to be enforceable to the maximum extent compatible with applicable law.
By accepting this Award and signing below, you confirm the following:
(i) you have carefully read, fully understand and agree to all of the
terms and conditions described in this Agreement and the Plan; and
(ii) you understand and agree that this Agreement and the Plan constitute
the entire understanding between you and the Company regarding the Award, and
that any prior agreements, commitments or negotiations concerning the Restricted
Stock Units are replaced and superseded.
SILGAN HOLDINGS INC.
By: __________________________________
Name:
Title:
OUTSIDE DIRECTOR
_______________________________________
(Signature)
_______________________________________
(Print Name)
_______________________________________
(Address)
_______________________________________
(City, State, Zip Code)
_______________________________________
(Social Security Number)
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