EXHIBIT 10.15.4
AVERY DENNISON CORPORATION
DIRECTOR EQUITY PLAN
amended and restated
1. Purpose; Eligibility
The Directors Equity Plan (formerly the 1988 Stock Option Plan for
Non-Employee Directors), as amended and restated, herein (the "Plan") is
intended to attract and retain the services of experienced and knowledgeable
non-employee directors of Avery Dennison Corporation (the "Company") for the
benefit of the Company and its stockholders and to provide additional incentive
for such directors to continue to work for the best interests of the Company and
its stockholders. The individuals eligible to receive Awards (as defined below)
under the Plan shall be those individuals who are members of the Board of
Directors of the Company (the "Board"), who are not employees of the Company or
any of its subsidiaries (each, a "Director").
2. Stock Subject to the Plan
As of December 31, 2002, there were reserved for issuance upon the
exercise of stock options ("Options") granted under the Plan 265,000 shares of
Common Stock of the Company (the "Common Stock"); as of December 31, 2002, there
were 65,000 shares available for future Awards under the Plan. As of the
Effective Date, as defined in Paragraph 12 below, the aggregate number of shares
deliverable pursuant to Awards (as defined in Paragraph 4(a) below) under the
Plan shall be increased by 250,000 for a total of 515,000 shares. Shares of
Common Stock issued under the Plan may be authorized and unissued shares of
Common Stock, previously outstanding shares of Common Stock held as treasury
shares, or treasury shares that have been transferred to and held in a grantor
trust of the Company. If any Option granted under the Plan shall expire or
terminate for any reason without having been exercised in full, the shares
subject thereto shall again be available for the purposes of issuance upon the
exercise of Options granted under the Plan.
3. Administration
The Plan shall be administered by the Compensation and Executive
Personnel Committee ("Committee") (or other committee of the Board as designated
by the Board). Subject to the express provisions of the Plan, the Board shall
have authority to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to it, to determine the terms and provisions of Awards
(which shall comply with and be subject to the terms and conditions of the Plan)
and to make all other determinations necessary or advisable for the
administration of the Plan; such determinations of the matters referred to in
this Paragraph 3 shall be conclusive.
4. Awards
(a) The following types of Awards may be made to Directors under the
Plan: (i) Options granted automatically pursuant to Paragraph 4(b); and (ii)
Stock Units granted upon a Director's election as contemplated by Paragraph
4(c), and (iii) Stock Awards referred to in paragraph 4(d).
(b) During the term of the Plan, at every regular December meeting of
the Board (or such other Board meeting when annual grants of options are made to
employees) each Director shall automatically be granted an Option for 2,000
shares of Common Stock (subject to adjustment as provided in Paragraph 8). Each
individual who is newly elected as a Director shall also be automatically
granted an initial Option for 5,000 shares of Common Stock as of the date of his
or her election, subject to
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adjustment as provided in Paragraph 8. An individual who is a member of the
Board and an employee of the Company or one of its subsidiaries and becomes a
Director as a result of retiring from such employment while remaining a member
of the Board shall not receive an initial Option for 5,000 shares of Common
Stock, but, to the extent he or she is otherwise eligible after becoming a
Director, shall receive annual Options pursuant to the first sentence of this
Paragraph 4(b). Directors who receive Options are sometimes referred to below as
"Optionees."
Each Option shall be evidenced by a written Stock Option Agreement
("Agreement"), which shall be executed by the Optionee and an authorized officer
of the Company and which shall contain such other terms and conditions as the
Board shall determine, consistent with the Plan.
Only non-qualified stock options (options, which do not qualify as
"incentive stock options" under Section 422A of the Internal Revenue Code of
1986, as amended), shall be granted under the Plan.
(c) The Company has established the Non-Employee Director Deferred
Equity Compensation Program under the Plan, pursuant to which Directors are
permitted to elect to receive, in lieu of cash meeting and retainer fees, "Stock
Units" (each of which represents one hypothetical share of Common Stock) to be
paid to the director in the form of Common Stock at Retirement, together with
additional shares representing dividends and other distributions thereon. All
Stock Units granted to any Directors under such program, or any successor
thereto, at any time on or after the Effective Date, and all such additional
shares, shall be settled with shares of Common Stock issued pursuant to this
Plan, subject to the limitation set forth in Paragraph 2.
(d) The Board or Committee may approve awards of stock ("Stock Awards"
or stock payments) to Directors as a portion of the directors' compensation
program.
5. Additional Terms and Conditions of Options
(a) The per-share price ("Option Price") to be paid for the Common
Stock under each Option shall be 100% of the Fair Market Value of a share of the
Common Stock on the date such Option is granted. Options granted may not be
repriced. "Fair Market Value" of a share of Common Stock as of a given date
shall be (i) the mean between the highest and lowest selling price of a share of
Common Stock during normal business hours on the principal exchange on which
shares of Common Stock are then trading, if any, on such date, or if shares were
not traded on such date, then the weighted average of the means between the
highest and lowest sales upon the nearest date before and the nearest date after
such valuation date; or (ii) if Common Stock is not traded on an exchange, the
mean between the closing representative bid and asked prices for the Common
Stock during normal business hours on such date as reported by NASDAQ or, if
NASDAQ is not then in existence, by its successor quotation system; or (iii) if
Common Stock is not publicly traded, the Fair Market Value of a share of Common
Stock as established by the Board acting in good faith.
(b) Options shall become exercisable in installments of 50% of the
number of shares initially granted, commencing on the first anniversary of the
grant date, such installments to be cumulative; provided, however, that all
Options held by a Director that are not yet exercisable on the date of such
director's Retirement (as defined in Paragraph 5(d) below)at or after age
seventy-two shall become fully exercisable on that date. In no case may an
Option be exercised as to fewer than 100 shares at anyone time (or the remaining
shares covered by the Option if fewer than 100 during the term of the Option).
The term of each Option shall be ten (10) years from the date of grant thereof,
or such shorter period as is prescribed below in this Paragraph 5. Except as
provided below in this Paragraph 5, no Option may be exercised at any time when
the Optionee is not a member of the Board. In the event that an Option shall be
exercised by any person or persons other than the Optionee as permitted by
Paragraph 7 below,
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appropriate proof of the right of such person or persons to exercise the Option
shall be provided to the Company.
(c) Any person exercising an Option or portion of an Option shall do so
by delivering to the Secretary or his office of all of the following:
(i) A written notice in a form supplied by the Secretary;
(ii) Full payment for the shares with respect to which the Option,
or portion thereof, is exercised in whole or in part by (A) cash; (B)
certified or bank check or such other instrument as the Company may
accept; or (C) delivery (either by surrender of the shares or by
attestation) of shares unrestricted Common Stock already owned by the
Optionee of the same class as the Common Stock subject to the Stock
Option (based on the Fair Market Value of the Common Stock on the date
the Stock Option is exercised); provided, however, that such
already-owned shares either were acquired by the Optionee in an
open-market transaction or have been held by the Optionee for at least
six months at the time of exercise; and
(iii) In the event that the Option shall be exercised by any
person or persons other than the Optionee, appropriate proof of the
right of such person or persons to exercise the Option.
(d) In the event that an Optionee shall cease to be a member of the
Board, other than by reason of retirement after age seventy-two (hereinafter
"Retirement") or death, he may exercise his Options within three months after
such termination, but not after the expiration of the Options, to the extent of
the number of shares exercisable by him at the date of termination of his
membership on the Board.
(e) In the event that an Optionee shall cease to be a member of the
Board because of Retirement, he may exercise his Options within sixty months
after Retirement, but not after the expiration of the Options, to the extent of
the number of shares exercisable by him at the date of Retirement.
(f) In the event of the death of an Optionee, any of his Options that
were outstanding at the time of his death that have not been previously
terminated pursuant to the provisions of Paragraph 5(d) or 5(e) may be exercised
at any time within twelve months of the date of the Optionee's death, but not
after the expiration of the Option, to the extent of the number of shares
exercisable by the Optionee at the date of his death. Designation, revocation
and redesignation of Beneficiaries must be made by notice in writing in
accordance with rules established by the Board or Committee and shall be
effective upon delivery of such notice to the Board.
(g) Nothing in the Plan or in any Option granted pursuant to the Plan
shall confer on any individual any right to continue as a member of the Board or
interfere in any way with the right of the Company to terminate his membership
on the Board at any time.
6. Conditions to Issuance of Stock Certificates
(a) The Board may require each person purchasing or receiving shares of
Common Stock pursuant to an Award, as a condition to delivery of such shares, to
represent to and agree with the Company in writing that such person is acquiring
the shares without a view to the distribution thereof and to provide such other
representations and such documents as the Board, in its absolute discretion,
deems necessary or appropriate to effect compliance with all applicable laws.
Such shares may be delivered in
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by book entry or in certificate form, with such legends or other notations as
the Board deems appropriate to reflect any restrictions on transfer.
(b) Notwithstanding any other provision of the Plan or any Agreement,
the Company shall not be required to issue or deliver any shares of Common Stock
under the Plan prior to fulfillment of all of the following conditions:
(i) Listing or approval for listing upon notice of issuance, of
such shares on the New York Stock Exchange, Inc., or such other
securities exchange as may at the time be the principal market for the
Common Stock;
(ii) Any registration or other qualification of such shares under
any state or federal law or regulation, or the maintaining in effect of
any such registration or other qualification which the Board shall, in
its absolute discretion upon the advice of counsel, deem necessary or
advisable;
(iii) Obtaining any other consent, approval, or permit from any
state or federal governmental agency, which the Board shall, in its
absolute discretion after receiving the advice of counsel, determine to
be necessary or advisable;
(iv) The lapse of such reasonable period of time following the
exercise of an Option or the event that results in the delivery of such
Shares, as the Board may establish from time to time for reasons of
administrative convenience; and
(v) The receipt by the Company of full payment (if any) for such
shares and the satisfaction of any tax withholding obligations relating
thereto.
A Director shall not be, nor have any of the rights or privileges of, a
stockholder of the Company in respect of any shares of Common Stock that may
become deliverable pursuant to the Plan unless and until such shares have been
delivered to the Director.
7. Transferability and Stockholder Rights of Holders of Awards
(a) Options granted under the Plan may be transferred to one or more
Transferees (as defined below) or to a Beneficiary (as defined below). Options
may be exercised (i) during the Optionee's lifetime, only by the Optionee or a
Transferee, and (ii) after the Optionee's death, only by a Transferee or a
Beneficiary. "Transferee" shall mean "family members" as defined in the
Securities and Exchange Commission Release No. 33-7646 and 34-41109, who have
acquired the Option through a gift or a domestic relations order, and includes
any child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, including adoptive
relationships, any person sharing the employee's household (other than a tenant
or employee), a trust in which these persons have more than fifty percent of the
beneficial interest, a foundation in which these persons (or the employee)
control the management of assets, and any other entity in which these persons
(or the employee) own more than fifty percent of the voting interests.
(b) Other Awards granted under the Plan may not be transferred, except
to a Beneficiary (as defined below).
(c) Each Director shall be permitted to designate one or more
Beneficiaries to receive his Awards under the Plan upon his death, on such form
and in accordance with such procedures as the Board
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or Secretary may from time to time establish. If a Director dies at a time when
he has no Beneficiary designation in effect, his estate shall be his
Beneficiary.
(d) References in the Plan to an Optionee or Director (other than such
references that relate to membership on the Board or termination thereof) shall
be deemed to refer to a Transferee or Beneficiary where appropriate.
8. Adjustments upon Changes in Common Stock
In the event of a stock dividend, stock split, reverse stock split,
share combination, recapitalization, merger, consolidation, acquisition of
property or shares, separation, spinoff, reorganization, stock rights offering,
liquidation, sale of a subsidiary or similar event, the Board or Committee shall
make such adjustments (if any) as it deems appropriate and equitable, in its
discretion, to the following:
(a) the aggregate number of shares of Common Stock available under
Paragraph 2;
(b) the number of shares subject to automatic Option grants under
Paragraph 4;
(c) the number of shares of Common Stock covered by outstanding
Awards;
(d) the option price of outstanding Options; and
(e) such other adjustments to outstanding Awards as the Board or
Committee may determine to be appropriate and equitable.
Such adjustments may include, without limitation, (i) the cancellation
of outstanding Awards in exchange for payments of cash, property or a
combination thereof having an aggregate value equal to the value of such Awards,
as determined by the Committee in its sole discretion, and (ii) the substitution
of other property (including, without limitation, other securities) for the
Stock covered by outstanding Awards.
9. Change in Control
(a) Impact of Event
Notwithstanding any other provision of the Plan to the contrary, in the
event of a Change in Control, any Options outstanding as of the date such Change
in Control is determined to have occurred, and which are not then exercisable
and vested, shall become fully exercisable and vested, and shall remain
exercisable until their expiration date notwithstanding any termination of the
Optionee's membership on the Board.
(b) Definition of Change in Control
For purposes of the Plan, a "Change in Control" shall mean the
happening of any of the following events:
(i) An acquisition by any individual, entity or group (within the
meaning of Article 13.4(a) or 14.4(b) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (A) the then outstanding shares
of common stock of the Company (the "Outstanding Company Common Stock")
or (B) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities"); excluding,
however, the following: (I) any acquisition directly from the Company,
other than an acquisition by virtue of the exercise of a conversion
privilege unless the security being so converted was itself acquired
directly from the
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Company, (II) any acquisition by the Company, (III) any acquisition by
any employee benefit plan (or related trust) sponsored or maintained by
the Company or any corporation controlled by the Company, or (IV) any
acquisition by any corporation pursuant to a transaction which complies
with clauses (A), (B) and (C) of subsection (iii) of this Paragraph
9(b); or
(ii) A change in the composition of the Board such that the
individuals who, as of the effective date of the Plan, constitute the
Board (such Board shall be hereinafter referred to as the "Incumbent
Board") cease for any reason to constitute at least a majority of the
Board; provided, however, for purposes of this Article 10.2, that any
individual who becomes a member of the Board subsequent to the
effective date of the Plan, whose election, or nomination for election
by the Company's stockholders, was approved by a vote of at least a
majority of those individuals who are members of the Board and who were
also members of the Incumbent Board (or deemed to be such pursuant to
this proviso) shall be considered as though such individual were a
member of the Incumbent Board; but, provided further, that any such
individual whose initial assumption of office occurs as a result of
either an actual or threatened election contest (as such terms are used
in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or
other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board shall not be so considered as a
member of the Incumbent Board; or
(iii) The consummation of a reorganization, merger or
consolidation or sale involving the Company or a disposition of all or
substantially all of the assets of the Company ("Corporate
Transaction") ; excluding however, such a Corporate Transaction
pursuant to which (A) all or substantially all of the individuals and
entities who are the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Corporate Transaction will
beneficially own, directly or indirectly, more than 60% of,
respectively, the outstanding shares of common stock, and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the
corporation resulting from such Corporate Transaction (including a
corporation which as a result of such transaction owns the Company or
all or substantially all of the Company's assets either directly or
through one or more subsidiaries) in substantially the same proportions
as their ownership, immediately prior to such Corporate Transaction, of
the Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (B) no Person (other than the Company,
any employee benefit plan (or related trust) of the Company or such
corporation resulting from such Corporate Transaction) will
beneficially own, directly or indirectly, 20% or more of, respectively,
the outstanding shares of common stock of the corporation resulting
from such Corporate Transaction or the combined voting power of the
outstanding voting securities of such corporation entitled to vote
generally in the election of directors except to the extent that such
ownership existed prior to the Corporate Transaction, and (C)
individuals who were members of the Incumbent Board will constitute at
least a majority of the members of the board of directors of the
corporation resulting from such Corporate Transaction; or
(iv) The approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.
10. Amendment and Termination
Unless the Plan shall theretofore have been terminated as hereinafter
provided, the Plan shall terminate on, and no Awards shall be made after,
January 31, 2010; provided, however, that such termination shall have no effect
on Awards granted prior thereto (and the provisions of the Plan shall continue
to apply thereto). The Board may amend, suspend or terminate the Plan at any
time, but no such
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amendment, suspension or termination shall impair the rights of Directors under
Awards previously granted without the Director's consent. In addition, no such
amendment shall be made without the approval of the Company's stockholders to
the extent such approval is required by applicable law or the rules of any
exchange on which the Common Shares are then listed.
11. Withholding
Upon the transfer of Common Stock as a result of the exercise of an
Option or pursuant to another Award, the Company shall have the right to retain
or sell, without notice, sufficient shares of stock (taken at their Fair Market
Value, as defined in Paragraph 5(a) above, on the date of exercise or transfer)
to cover the amount of any tax required by any government to be withheld or
otherwise deducted and paid with respect to such payment, remitting any balance
to the Director; provided, however, that the Director shall have the right to
provide the Company with the funds to enable it to pay such tax.
12. Approval by Stockholders
The Plan, as amended and restated, was approved and adopted by the
Board on February 27, 2003, and shall be effective as of April 24, 2003, subject
to the approval of the Company's stockholders at the meeting of the stockholders
to be held on April 24, 2003. The Plan was originally approved by the
stockholders on January 28, 1988.
13. Titles; Gender
Titles are provided herein for convenience only and are not to serve as
a basis for interpretation or construction of the Plan. Whenever the masculine
gender is used, it shall include the feminine and neuter, and whenever a
singular pronoun is used it shall include the plural, unless the context clearly
indicates otherwise.
14. Unfunded Status of Plan
It is presently intended that the Plan constitutes an "unfunded" plan
for incentive and deferred compensation. The Board may authorize the creation of
trusts or other arrangements to meet the obligations created under the Plan to
deliver Common Stock or make payments; provided, however, that unless the
Committee otherwise determines, the existence of such trusts or other
arrangements is consistent with the "unfunded" status of the Plan.
15. Construction
This Plan and any Agreements hereunder shall be administered and
interpreted under the laws of the State of Delaware.
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