Silgan Holdings Inc.
2004 Stock Incentive Plan
FORM OF
RESTRICTED STOCK UNIT AGREEMENT
____________________________
(Employee)
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 are
paid 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.
[3. Performance Measures. These Restricted Stock Units are intended to be
"performance-based compensation", as that term is used in Section 162(m) of the
Internal Revenue Code (the "Code"), and have been granted to you [as a result
of] [subject to] the attainment by the [Company] [Subsidiary of the Company] [of
the minimum level] of the Performance Criteria [previously set] [fixed and
established for this grant] by the Compensation Committee (the "Committee"), [at
a meeting duly held on __________] [by resolution dated __________] for the
Performance Cycle beginning on _____________ and ending on ___________, as the
same shall be certified by the Committee following the end of such period. [This
Agreement and the grant of these Restricted Stock Units hereunder shall be
cancelled and be null and void unless the Company attains the minimum level of
such Performance Criteria for such Performance Cycle as so fixed and established
for this grant by the Committee.]]*
4. Vesting. [The restrictions on your Restricted Stock Units will lapse
incrementally and your Restricted Stock Units will vest as follows:
Years from Vesting Percentage
Date of Grant
--------------------------- -------------------------
1 20%
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2 40%
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3 60%
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4 80%
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5 100%
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*Include as applicable if grant is performance-based.
Your vested rights will be calculated on the anniversary of the Date of Grant.
No partial credit will be given for partial years of employment.] [The
restrictions on your Restricted Stock Units will lapse and all of these
Restricted Stock Units will vest at once on ___________.]** If your employment
with the Company terminates before your Restricted Stock Units are [fully]
vested, except in the event of a Change in Control, unvested Restricted Stock
Units will immediately be forfeited, and your rights with respect to these
Restricted Stock Units will end.
5. Form of Payment. Vested Restricted Stock Units will be settled in
Shares.
[6. Dividend Equivalents. Each Restricted Stock Unit carries with it a
right to dividend equivalents, entitling you to be credited with an amount equal
to all cash dividends paid on one Share of common stock of the Company while the
Restricted Stock Unit is outstanding and until the Restricted Stock Unit vests,
subject to this Section 6. You will be credited with such amounts of dividend
equivalents in respect of each Restricted Stock Unit, provided that such
Restricted Stock Unit was outstanding on, and had not vested prior to, the
applicable record date for such cash dividend. All such amounts of dividend
equivalents credited to you in respect of each Restricted Stock Unit will be
paid to you upon the vesting of such Restricted Stock Unit. In the event that
any Restricted Stock Unit does not vest and is forfeited, all such amounts of
dividend equivalents credited to you in respect of such Restricted Stock Unit
shall be likewise forfeited by you. Such amounts of dividend equivalents
credited to you in respect of unvested Restricted Stock Units represent an
unfunded and unsecured obligation of the Company, subject to the terms of this
Agreement.]***
[7. Deferral of Delivery.
(a) If you would like to defer delivery of all Shares to a date
subsequent to the date of vesting of the Restricted Stock Units, you may make a
written request to the Committee for deferral, including a suggested delivery
date no earlier than 6 years and no later than 15 years following the Date of
Grant. This request must be made within 30 days after the Date of Grant. The
Committee may, in its sole discretion, determine whether to permit deferral of
delivery in the manner requested. If the Committee 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 as your Restricted Stock Units vest. If
the Committee accepts your proposal, subject to Section 8 hereof, 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
employment with the Company 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 Committee for an
extension of the deferral period, including a revised delivery date no later
than 30 years following the Date of Grant. The Committee may, in its sole
discretion, determine whether to permit deferral of delivery in the manner
requested. If the Committee 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 Committee
accepts your proposal, subject to Section 8 hereof, you will be bound by the
revised delivery date, which may not be revoked.
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**Include applicable vesting provisions.
***Include if dividend equivalents is applicable.
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(c) Under no circumstances may a deferral period be extended more than
once.
(d) Notwithstanding the foregoing, the Committee may, in its
discretion, distribute Shares from your deferral account prior to the expiration
of your deferral period in the event you have an unforeseeable emergency. An
"unforeseeable emergency" for this purpose is an unanticipated emergency caused
by an event beyond your control that would result in severe financial hardship
if the distribution were not permitted. Emergency distributions will be limited
to the amount necessary to satisfy the financial hardship.
(e) Except as otherwise determined by the Committee, 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 deferral account. Dividend
Equivalents will be paid to you in cash as soon as practicable after dividends
are distributed to stockholders.
(f) All deferral elections and distributions from your deferral
account will be subject to applicable law, including changes in law affecting
outstanding deferral elections. The Committee has the authority to modify
outstanding deferral elections to the extent necessary to comply with changes in
applicable law.]****
[8. Termination of Employment. If your employment with the Company
terminates for any reason (including in the event of your Retirement, death or
Disability), Shares on any deferred vested 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.]****
9. Change in Control. In the event of a Change in Control, the vesting of
any unvested Restricted Stock Units [and the distribution of any Shares on
Restricted Stock Units credited to your deferral account]**** will be in
accordance with the terms of the Plan.
10. Withholdings. The Company will have the right, prior to the issuance or
delivery of any Shares on your Restricted Stock Units, to withhold or demand
from you the amount necessary to satisfy the applicable tax requirements. Your
withholding obligations will be satisfied through the withholding by the Company
of Shares that otherwise would be issued to you on your Restricted Stock Units,
unless you have notified the Company in writing at least 3 days prior to any
date you are to receive Shares on your Restricted Stock Units that you will
otherwise satisfy your applicable withholding tax obligations in cash. The
Shares will be valued at their Fair Market Value as of the date when the Shares
would otherwise be issued to you. Only full Shares may be used to satisfy your
withholding tax obligations. If the legally required minimum tax withholding
would result in a fractional Share being withheld, the withholding amount will
be rounded up so that a full Share may be withheld instead. [For any dividend
equivalents paid pursuant to Section 6 hereof, the Company will also have the
right to withhold amounts necessary to satisfy applicable withholding tax
requirements in respect thereof.]***
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***Include if dividend equivalents is applicable.
****Include if deferral is applicable.
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11. Transfer of Award. You may not transfer any interest in your 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.
12. 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 Committee 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 Committee will be
binding on all persons.
13. 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.
14. Disposition of Securities. 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. If you are an "affiliate" of the
Company, 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.
15. 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 Committee 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.
16. 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, Social Security number,
employment status, hire date and termination date. 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.
17. Limitations. Nothing in this Agreement or the Plan gives you any right
to continue in the employ of the Company or any of its Affiliates or to
interfere in any way with the right of the Company or any of its Affiliates to
terminate your employment 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
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voting rights or other rights as a stockholder of the Company pursuant to the
Restricted Stock Units until Shares are actually distributed to you.
18. 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.
19. 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 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.
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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:
EMPLOYEE
_______________________________________
(Signature)
_______________________________________
(Print Name)
_______________________________________
(Address)
_______________________________________
(City, State, Zip Code)
_______________________________________
(Social Security Number)
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