EXHIBIT 10.1
AMENDED AND RESTATED
RESTRICTED STOCK BONUS PLAN
OF
PLASTIPAK HOLDINGS, INC.
-----------------------------------
THIS AMENDED AND RESTATED RESTRICTED STOCK BONUS PLAN of the Company is adopted
by the Company as of July 31, 2002.
1. Purpose. This Amended and Restated Restricted Stock Bonus Plan is intended to
promote the interests of the Company and its stockholders and to keep personnel
of experience and ability in the employ of the Company and any Affiliated
Company, and to compensate said personnel for their contributions to the growth
and profits of the Company and any Affiliated Company, and thereby induce them
to continue to make such contributions in the future.
2. Definitions.
a. The term "Affiliate," when used with respect to a person or group,
shall mean a person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
such person or group.
b. "Change in Control" means the occurrence of any of the following
events:
i. If any person or group of persons (other than members of
the Young family, or an "Affiliate" of any member of the Young family, or a
trust established by or for a member of the Young family) acting in concert,
other than the Company, an Affiliate of the Company, the holders of Common Stock
as of the date hereof or an employee benefit plan or employee benefit plan trust
maintained by the Company or a subsidiary, becomes the "beneficial owner" (as
such term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as
amended, except that a person also shall be deemed the beneficial owner of all
securities which such person may have a right to acquire, whether or not such
right is presently exercisable), directly or indirectly, of securities of the
Company representing greater than fifty (50%) percent or more of the combined
voting power of the Company's then outstanding securities ordinarily having the
right to vote in the election of directors; or
ii. A liquidation or dissolution of the Company, sale of all
or substantially all of the assets of the Company (other than to an entity whose
board of directors or management is controlled by members of the Young family),
or a merger, consolidation, share exchange or other combination in which the
Company is not the survivor (except for mergers and similar transactions with
entities whose board of directors or management is controlled by members of the
Young family).
c. "Company" shall mean PLASTIPAK HOLDINGS, INC., a Michigan
corporation.
d. "Affiliated Company" means (1) any subsidiary corporation of which
the Company owns a majority of the voting stock outstanding, (2) any
brother-sister corporation in which the majority of outstanding stock is owned,
directly or indirectly, by a majority of the stockholders of the Company, (3)
any subsidiary of a brother-sister corporation described in (2) above, and (4)
any partnership in which the majority of the partnership equity is owned
directly or indirectly by a majority of the stockholders of the Company. For
purposes hereof, the term "Affiliated Company" shall also
EXHIBIT 10.1
include "affiliates" of Company or the Young family, who are persons that
directly, or indirectly through one or more intermediaries control, or are
controlled by, or are under common control with the Company, or the Young
family.
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EXHIBIT 10.1
e. "Plan" shall mean this Amended and Restated Restricted Stock Bonus
Plan of the Company, as it may be amended or amended and restated from time to
time.
f. "Board" shall mean the Board of Directors of the Company.
g. "Bonus Shares" shall mean the shares of common stock of the Company
reserved pursuant to Section 3 hereof, and
h. "Recipient" shall mean an employee of the Company or an Affiliated
Company to whom shares are allocated pursuant to this Plan, or his or her
designated beneficiary, surviving spouse, estate, or legal representative.
i. "Young family" shall include, without limitation, William C. Young,
his spouse and descendants.
3. Bonus Share Reserve. There shall be established a Bonus Share Reserve which
shall be credited with 5,450 shares of the no par value, common stock of the
Company. In the event that the shares of common stock of the Company should, as
a result of a stock split or stock dividend or combination of shares or any
other change, or exchange for other securities, by reclassification,
reorganization, merger, consolidation, recapitalization or otherwise, be
increased or decreased or changed into or exchanged for a different number or
kind of shares of stock or other securities of the Company or of another
corporation, the number of shares then remaining in the Bonus Share Reserve
shall be appropriately adjusted to reflect such action. If any such adjustment
shall result in a fractional share, such fraction shall be disregarded. Upon the
allocation of shares hereunder, this Reserve shall be reduced by the number of
shares so allocated. Distributions of Bonus Shares may, as the Board shall in
its sole discretion determine, be made from authorized but unissued shares. All
authorized and unissued shares issued as Bonus Shares in accordance with the
Plan shall be fully paid and non-assessable shares and free from preemptive
rights.
4. Eligibility and Making of Allocations. Any employee of the Company or an
Affiliated Company shall be eligible to receive an allocation of Bonus Shares
pursuant to the Plan. The Board may, at its discretion, from time to time,
consider the position, responsibilities, value of services and such other
factors as it deems pertinent in making an allocation of Bonus Shares to
selected employees. The date of action by the Board shall be the "date of
allocation" as that term is used in this Plan.
5. Form of Allocation. Each allocation shall specify the number of Bonus Shares
subject thereto. After the making of any allocation, the Board shall advise the
Recipient and the Company thereof by delivery of a written notice substantially
in the form of Exhibit A as annexed hereto.
6. Conditions to Issuance of Bonus Shares. The Bonus Shares allocated to a
Recipient by the Board in accordance with the Plan shall not be issued to a
Recipient until the following have occurred:
a. A period of five (5) years has lapsed since the "date of
allocation," and
b. The Recipient has remained in continuous employment of the Company
and/or the employment of an Affiliated Company during said five (5) year period,
and
3
EXHIBIT 10.1
c. The Recipient has paid the Company by cash or check an amount equal
to the amount due for said Bonus Shares allocated to said Recipient for
issuance, and
d. The written permission and consent, if required, of the Company's
secured creditors has been received, and
e. The Recipient has agreed to have the Company withhold from his or
her compensation an amount sufficient to satisfy applicable withholding for
income and employment taxes for the issuance of the Bonus Shares, or shall have
remitted sufficient funds to the Company for such purposes.
7. Issuance of Bonus Shares Upon a Change in Control. Notwithstanding
subparagraph 6(a), upon a Change in Control, the Company shall issue to each
Recipient all Bonus Shares previously allocated to him or her, and the Board, at
its discretion, may make appropriate arrangements for the substitution of a new
Common Stock for such Bonus Shares; provided, however, that to the extent that
the issuance of the Bonus Shares is deemed to constitute a "golden parachute
payment" under Section 280G of the Code and such payment, when aggregated with
other golden parachute payments to the Recipient results in an "excess golden
parachute payment" under Section 280G of the Internal Revenue Code of 1986, as
amended (the "Code"), any issuance of Bonus Shares under this Paragraph 7 shall
be reduced to the highest number of Bonus Shares that shall not subject the
Recipient to an excess golden parachute excise tax under Section 4999 of the
Code and shall entitle the Company to retain its full compensation tax deduction
for such issuance.
8. Restriction on Transfer. Any holder of shares issued under this Plan agrees
not to sell, exchange, assign, pledge, encumber or transfer by gift or
otherwise, any interest in all or any part of the shares received under this
Plan, except as may be hereafter permitted. Notwithstanding the foregoing, a
holder of shares issued under this Plan may sell, exchange, assign, pledge,
encumber or transfer such shares two years following an initial public offering
of the Company's common stock if such transfer is in compliance with federal and
state securities laws and any contractual agreement of the holder.
9. Stock Redemption Provisions. All shares issued pursuant to this Plan shall be
subject to the following terms and conditions:
a. Resale of Shares to Company. Upon the death of a Recipient who holds
shares issued pursuant to this Plan, or if a Recipient hereunder ceases to be
employed by the Company or an Affiliated Company, whether by reason of
resignation, retirement, dismissal or otherwise, the holder of said shares shall
sell to the Company, and the Company shall purchase from the holder, all the
shares issued to the Recipient under this Plan at the price determined in
accordance with subparagraph (b) immediately below, upon the terms as described
in subparagraph (c) below. Notwithstanding the foregoing, a Recipient's
obligation to sell his or her Bonus Shares back to the Company, and the
Company's obligation to purchase such Bonus Shares, shall terminate two years
following an initial public offering of the Company's common stock.
b. Price. For purposes of the Plan, the price of the stock required to
be paid by the Company shall be determined by reference to the "Adjusted Book
Value" of said shares as of the preceding fiscal year end of the Company,
computed using the amounts reflected in the financial statements prepared by the
then regularly employed auditing firm of the Company, which shall be binding and
conclusive under this Plan. For purposes hereunder, "Adjusted Book Value" per
share shall mean the sum of: (x) the book value of the Company at the end of the
appropriate corporate fiscal year end, plus (y) Thirteen Million Two Hundred
Eighty-Nine Thousand and no/100 Dollars
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EXHIBIT 10.1
($13,289,000.00). The amount thus determined shall be divided by the sum of: (x)
the number of issued and outstanding shares of capital stock of the Company at
the end of the appropriate fiscal year end, plus (y) Eight Thousand Three
Hundred Seventy-One (8,371). By way of example, the Adjusted Book Value per
share at October 30, 1999 is $929.00, computed as reflected on Schedule 9(b)(i).
The Adjusted Book Value per share shall be further increased or decreased by:
(1) the amount set forth on Schedule 9(b)(ii) attached hereto, which amount
reflects the dilutive and other effects of the reorganization of the Company and
its Affiliated Companies, and (2) the applicable per share addition set forth on
Schedule 9(b)(iii) attached hereto.
c. Terms of Payment. The price of the shares to be paid by the Company
shall be paid to the former employee, his executor, or other legal
representative, in cash, or, at the election of the Company, in cash and a note,
within ninety (90) days after termination of employment, or qualification of
said executor or other legal representative. If the Company does not elect to
pay the entire price in cash within said ninety (90) day period, it shall pay
not less than twenty percent (20%) of the price in cash, and shall deliver its
non-negotiable promissory note for the unpaid balance to the former employee,
his executor, or other legal representative, such note to bear interest at ten
percent (10%) per annum and to be payable in twenty (20) equal principal
quarterly payments plus interest, the first of such payments to become due on
the first day of the fourth month following the date of consummation of the
purchase and sale of the shares. The Company shall have the privilege of
prepaying all or a part of said note at any time, or from time to time, without
penalty. Payment by cash, or by cash and note, shall constitute full payment for
the shares and the former employee, his executor, or other legal representative,
shall assign all such stock to the Company at the time of such cash payment or
down payment. If default shall occur in any installment payment and shall
continue for a period of sixty (60) days, the former employee, his executor, or
other legal representative, shall have the right to declare the entire balance
remaining, including interest, due and payable, and the parties shall then be
left to their respective remedies.
d. Stock Legend. All certificates issued pursuant to this Plan shall
contain a legend reading substantially as follows:
Any sale, assignment, transfer, conveyance, gift,
encumbrance, pledge, hypothecation or other
disposition of the shares of stock represented by
this certificate is restricted by, and subject to,
the terms and provisions of a certain Amended and
Restated Restricted Stock Bonus Plan, a copy of which
is on file with the Secretary of the Company.
e. Limitations on Redemption or Repurchase of Shares. Notwithstanding
anything to the contrary contained herein, the Company shall not be obligated to
repurchase or redeem any Bonus Shares issued pursuant to the terms of this Plan
or otherwise, unless such repurchase or redemption, when added to any other
repurchases or redemptions for the applicable fiscal year or other specified
accounting period, complies with each and every covenant under any loan
agreement, indenture, mortgage, or other contract relating to financing
arrangements by which the Company (or any of the Company Affiliates) is, or may
in the future become, bound, which restrict payment(s) for the repurchase or
redemption of the capital stock (Bonus Shares) of the Company. This provision
shall apply to all repurchases or redemptions under the Plan, including, without
limitation, any repurchase(s) or redemption(s) in connection with a change in
control or a bring along or come along transaction pursuant to this Plan.
5
EXHIBIT 10.1
10. Bring-Along and Come-Along.
a. Bring-Along. In the event that any one or more of the Company's
stockholder(s) propose(s) to sell greater than Fifty (50%) percent of the
Company's stock, then such stockholder(s) ("Controlling Stockholder(s)") shall
promptly give written notice ("Notice") to all Recipients at least thirty (30)
calendar days prior to the closing of such proposed sale. The Notice shall
describe in reasonable detail the proposed sale including, but without
limitation, the consideration to be paid and the terms of payment, the name and
address of the prospective purchaser(s) and any other material terms of the
proposed sale. The Recipients shall have the right, exercisable upon written
notice to the Controlling Stockholder(s), within ten (10) calendar days after
receipt of the Notice, to participate in such sale. If the Recipients elect(s)
to participate in the sale, he/she/they shall effect his/their participation in
the sale by promptly delivering to the Controlling Stockholder(s) for transfer
to the prospective purchaser(s) the stock certificates representing the
Recipients' stock, properly endorsed for transfer, together with an assignment,
executed in blank, conveying any interest they may have in any stock of the
Company to which they are or may become entitled. Such shares of stock or other
rights to stock shall be transferred to the prospective purchaser(s) for
consummation of the sale, and the Controlling Stockholder(s) shall remit to the
Recipients his/her/their pro rata share of the "Net Sale Proceeds" paid by the
purchaser(s) for all of the Recipients' stock in the Company, as and when such
proceeds are paid to the Controlling Stockholder(s). As used herein, the phrase
"Net Sale Proceeds" shall mean the gross sale proceeds received for the Company
stock, reduced by all costs incurred by the Company and/or the Controlling
Stockholder(s) to analyze, negotiate and consummate the sale of the
stockholders' stock.
b. Come-Along. At any time the Company's Board of Directors meet, or
act by written consent in lieu of a meeting, to approve a Sale of the Business
(as hereafter defined), all of the Recipients agree to cooperate fully with the
Company and the purchaser(s) in any such Sale of the Business and to execute and
deliver all documents and instruments as the Company and the purchaser(s)
reasonably request to effectuate the Sale of the Business, including, without
limitation, the sale of some or all of the Recipients' stock as may be requested
by the purchaser(s). As used herein, "Sale of the Business" shall mean any
transaction or series of transactions which results in the sale of all or
substantially all of the assets of the Company and its subsidiaries considered
as one enterprise, by way of merger, consolidation or otherwise of the Company
to any person(s) or entity which results in the sale of greater than fifty (50%)
percent of the Company's voting capital stock. Upon the Sale of the Business,
each Recipient will receive his/her pro rata share of the Net Consideration paid
by the purchaser(s), as and when such consideration is paid. As used herein, the
phrase "Net Consideration" shall mean the gross consideration paid by the
purchaser(s) for the stock or assets of the Company reduced by all costs
incurred by the Company to analyze, negotiate and consummate the Sale of the
Business, and further reduced (in the event of an asset sale) by all amounts
needed to repay any and all of the debts of the Company. Net Consideration shall
not be deemed to include any payments to key persons in exchange for future
services to be rendered for the benefit of purchaser(s) or in consideration of
an agreement by any such key person not to compete with the Company or Company
Affiliate(s).
11. Limitations. No person shall at any time have any right to receive an
allocation of Bonus Shares hereunder, and no person shall have authority to
enter into an agreement for the making of an allocation or to make any
representation or warranty with respect thereto. Recipients of allocations shall
have no rights in respect thereof except as set forth in the Plan. Before
issuance of Bonus Shares, no such shares shall be earmarked for the Recipients'
accounts nor shall they have any rights as stockholders with respect to such
shares. Neither the action of the Company in establishing the Plan, nor any
action taken by it or by the Board under the Plan, nor any provision of
6
EXHIBIT 10.1
the Plan shall be construed as giving to any person the right to be retained in
the employment of the Company or any Affiliated Company.
12. Covenant Not to Compete. For the period ending three (3) years following
termination of his or her employment, a Recipient shall not engage in and/or
conduct, within the continental United States and/or any foreign country in
which Company or any Affiliated Company has any substantial business interest,
directly or indirectly, individually or in participation with, or in the employ
of, others (excluding Company and its successors), as a partner, employee,
shareholder, owner, sole proprietor, trustee, beneficiary, officer, director,
joint venturer, sales representative, advisor, consultant or in any similar
capacity and/or relationship, the following activities:
a. The ownership, management, operation, lease, control of or
participation in any business, venture, activity or endeavor which competes with
the Business (as hereinbelow defined) of Company or Affiliated Company or which
is engaged in the same line of Business as Company or Affiliated Company.
b. Suffers or permits any such business, venture, activity or endeavor
described or referred to in subparagraph (a) above to so compete with the
Business of Company or Affiliated Company or engage in the same Business as
Company or Affiliated Company.
c. Solicits, influences, requests and/or advises, directly or
indirectly, any customer and/or supplier or prospective customer and/or supplier
of Company or any Affiliated Company to change, withdraw, curtail or cancel
their business or any part thereof with Company or any Affiliated Company.
d. Solicits, influences, requests and/or advises, directly or
indirectly, any employee and/or prospective employee to terminate his employment
with, or choose not to become employed by, Company or any Affiliated Company.
e. Employs, or offers employment to, any employee or former employee of
Company, except in connection with the Business of Company or any Affiliated
Company.
f. Discloses to any individual, firm, corporation or other entity the
name of any customer, supplier or employee, or prospective customer, supplier or
employee, of Company or any Affiliated Company, except in connection with the
Business of Company or any Affiliated Company.
g. Discloses to any individual, firm, corporation or other entity any
confidential, financial or proprietary information of the Company or any
Affiliated Company, including, but not limited to, any trade secret, business
method or process, customer list or customer contract, regarding the Business of
the Company or any Affiliated Company, except as may be required by his
employment with Company or any Affiliated Company.
Recipient has knowledge of the affairs, trade secrets, customers,
potential customers and other proprietary information of the Company, and
Recipient acknowledges and agrees that compliance with the covenants set forth
in this Paragraph 12 is necessary for the protection of the Business, goodwill
and other proprietary interests of the Company, and that any violation of this
Paragraph 12 will cause severe and irreparable injury to the Business, goodwill
and proprietary interests of the Company, which injury is not adequately
compensable by money damages. Accordingly, in the event of a breach (or
threatened or attempted breach) of this Paragraph 12, the Company shall, in
addition to any other rights and remedies, (i) be entitled to immediate
appropriate injunctive relief or a decree of specific performance, without the
necessity of showing any irreparable
7
EXHIBIT 10.1
injury or special damages, (ii) not be obligated to issue any further Bonus
Shares hereunder to Recipient, and (iii) be entitled to cease payments under any
note issued under subparagraph 9(c).
Recipient acknowledges that, due to Recipient's education and job
skill, Recipient's adherence to the terms of this confidentiality/
non-competition provision will not deprive Recipient of the opportunity to
obtain gainful employment with other companies serving different product or
geographic markets after the termination of Recipient's employment with the
Company.
Nothing herein shall be deemed to prevent Recipient from holding less
than five (5%) percent of the outstanding publicly-traded securities of any
person, firm, or corporation.
If, in any judicial proceeding, a court shall refuse to enforce any of
the covenants included herein, then said unenforceable covenant(s) shall be
deemed modified so as to become enforceable to the maximum extent permitted, and
if such modification is not permitted, then such unenforceable covenants shall
be deemed eliminated from these provisions for the purpose of the proceeding to
the extent necessary to permit the remaining separate covenants to be enforced.
It is the intent and agreement of the Company and Recipient that these covenants
be given the maximum force, effect and application permissible under law.
The provisions of this Paragraph 12 shall survive the termination of
this Plan and Recipient's employment with the Company.
For purposes of this Plan, the "Business" of the Company shall be
defined as the past, present and future business or businesses of the Company,
engaged in or planned for, as of the date the Recipient's employment with the
Company is terminated. The current business being, generally, described as: The
design, manufacture and marketing of blow-molded, polyethylene terephthalate
("PET") and high density polyethylene ("HDPE") containers and recycled PET and
HDPE containers, including, by way of illustration and not by way of limitation,
containers in the categories listed below:
1. Carbonated Beverages;
2. Consumer Cleaning Products;
3. Food Products;
4. Dairy, Juice, Bottled Water and Non-Carbonated Beverages;
5. Industrial, Automotive and Agricultural Products;
6. Health, Personal Care and Distilled Spirits; and
7. Beer and Similar Beverages.
8
EXHIBIT 10.1
13. Piggyback Registration Rights for Issued Bonus Shares.
a. Company Initiated Registration. Subject to subparagraph 13(b),
whenever the Company proposes to file a registration statement with the
Securities and Exchange Commission for a public offering of its common stock
(other than a registration statement on Form S-8 or Form S-4, or their
successors, or any other form for a limited purpose, or any registration
statement covering only securities proposed to be issued in exchange for
securities or assets of another corporation), prior to such filing it shall give
written notice to all Recipients who have been issued Bonus Shares of its
intention to do so, and upon the written request of a Recipient or Recipients
given within twenty (20) days after the Company provides such notice (which
request shall state the intended method of disposition of such issued Bonus
Shares), the Company shall use commercially reasonable efforts to cause all
issued Bonus Shares which the Company has been requested to register to be
registered under the Securities Act of 1933, as amended, to the extent necessary
to permit their sale or other disposition in accordance with the intended
methods of distribution specified in the request of such Recipient(s); provided
that the Company shall have the right to postpone or withdraw any registration
it initiates under this Paragraph 13 without any further obligation to any
Recipient.
b. Limitations on Piggyback Registration for Issued Bonus Shares. The
Company shall not be required to provide Recipients with notice to include the
issued Bonus Shares in a registration statement until two years following an
initial public offering of the common stock of the Company. In connection with
any offering under this Paragraph 13 involving an underwriting, the Company
shall not be required to include any issued Bonus Shares in such underwriting
unless the holders thereof accept the terms of the underwriting as agreed upon
between the Company and the underwriters selected by it. If in the opinion of
the managing underwriter the registration of all, or part of, the issued Bonus
Shares that Recipients have requested to be included would jeopardize the
success of such public offering, then the Company shall be required to include
in the underwriting only that number of issued Bonus Shares, if any, that the
managing underwriter reasonably believes to be compatible with the success of
the offering. In the event of such a reduction in the number of shares to be
included in the underwriting, all Recipients who have requested registration,
together with all other shareholders of the Company who have elected to and do
participate in the offering, shall participate in the underwriting pro rata
based upon their total ownership of common stock of the Company, or in such
other proportions as shall mutually be agreed to among them. The piggyback
registration rights that may be available under this Paragraph 13 shall expire
two (2) years after the last issuance of Bonus Shares issued under this Plan.
14. Expenses of Administration. All costs and expenses incurred in the operation
and administration of this Plan shall be borne by the Company.
15. Amendment and Termination of the Plan. The Board may at any time terminate
the Plan, or make such amendment or modification of the Plan as it shall deem
advisable. No termination or amendment of the Plan shall, without the consent of
any person affected thereby, modify or in any way affect any right or obligation
created prior to such termination or amendment. A Recipient shall indicate
his/her consent to an amendment by execution of an "Acknowledgment, Acceptance
and Agreement to Abide by Terms." Notwithstanding the foregoing, the consent of
a Recipient shall not be required by the Board to amend the Plan to comply with
any restrictive covenant affecting the repurchase or redemption of the
Recipient's shares of stock to which the Company or any Company Affiliate is, or
in the future may become, contractually bound.
16. Alienation of Benefits. No benefit which may be payable pursuant to this
Plan to any Recipient shall be subject in any manner to hypothecation,
alienation, sale, transfer, assignment, pledge, encumbrance or charge; and any
attempt to hypothecate, alienate, sell, transfer, assign,
9
EXHIBIT 10.1
pledge, encumber or charge the same shall be void. No such benefit shall in any
manner be liable for, or subject to, the debts, contracts, liabilities,
engagements or torts of any Recipient; nor shall it be subject to attachment or
legal process for or against any Recipient, and the same shall not be recognized
by the Company, except to such extent as may be required by law.
17. Construction of Plan. This Plan or any related agreement shall be construed
according to the laws of the State of Michigan, and all provisions hereof and
thereof shall be administered according to the laws of such State.
18. Number and Gender. Wherever any words are used in this Plan or any related
agreement in the singular form they shall be construed as though they were also
used in the plural form in all cases where they would so apply and wherever any
words are used herein in the masculine gender shall be construed as though they
were also used in the feminine or neuter gender in all cases where they would so
apply.
19. Headings. Headings of Articles and Paragraphs of this Plan inserted for
convenience of reference only and they shall constitute no part of this Plan,
and shall not be considered in the construction hereof or thereof.
20. Severability. If any provision, sentence or clause of this Plan shall be,
for any reason, invalid or unenforceable, the remaining provisions shall
nevertheless be valid, enforceable and carried into effect.
10
EXHIBIT 10.1
EXHIBIT A
AMENDED AND RESTATED
RESTRICTED STOCK BONUS PLAN
OF
PLASTIPAK HOLDINGS, INC.
-----------------------------------
TO:
----------------------------
Please be advised that the Board of Directors of Plastipak Holdings,
Inc. (the "Company") has adopted an Amended and Restated Restricted Stock Bonus
Plan, (a copy of which is available to you upon request) and in accordance with
the Plan, has allocated (number) Bonus Shares to you as of (date of allocation,
).
- ---
In order for these Bonus Shares to be issued to you, you must remain in
the continuous employment of the Company or in the employment of an Affiliated
Company as defined under the Plan, for a period of five (5) years from (date of
allocation, ), and pay (amount due) to the Company when the five (5) year
---
period expires.
In addition, you must either agree to have the Company withhold from
your compensation an amount sufficient to satisfy applicable withholding for
income and employment taxes for the issuance of the Bonus Shares, or remit
sufficient funds to the Company for such purposes.
Furthermore, please be aware that before the Bonus Shares can actually
be issued, the written consent of the Company's secured creditors or other third
parties may be required. If the required consents cannot be obtained at the
expiration of the five (5) year period, your rights to the Bonus Shares will
remain in effect, and the Company will issue the shares to you at a later date
as soon as the required consents are received.
PLASTIPAK HOLDINGS, INC.
By:
-----------------------------------
Its:
-----------------------------------
Date:
----------------------------------
cc: Plastipak Holdings, Inc.
Attention: Secretary
11
EXHIBIT 10.1
SCHEDULE 9(B)(I)
AMENDED AND RESTATED
RESTRICTED STOCK BONUS PLAN
OF
PLASTIPAK HOLDINGS, INC.
CALCULATION FOR ADJUSTED BOOK VALUE
PER SHARE AS OF OCTOBER 30, 1999
-----------------------------------
Net Book Value reflected on Company financials (10/30/1999) $20,256,000.00
Plus: Formula Adjustment 13,289,000.00
-------------
Adjusted Book Value $33,545,000.00
Outstanding Shares (10/30/1999) 27,753
Plus: Formula Adjustment 8,371
-----
Adjusted Shares 36,124
Adjusted Book Value per share ($33,545,000.00/36,124) $929.00
12
EXHIBIT 10.1
SCHEDULE 9(B)(II)
AMENDED AND RESTATED
RESTRICTED STOCK BONUS PLAN
OF
PLASTIPAK HOLDINGS, INC.
PER SHARE ADJUSTMENTS TO BOOK VALUE FOR DILUTIVE
AND OTHER EFFECTS AS OF OCTOBER 30, 1999
-----------------------------------
Reduction of Seventy-Six and no/100 Dollars ($76.00) per share
13
EXHIBIT 10.1
SCHEDULE 9(B)(III)
AMENDED AND RESTRICTED
RESTRICTED STOCK BONUS PLAN
OF
PLASTIPAK HOLDINGS, INC.
APPLICABLE PER SHARE ADDITION
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For Recipients: (i) whose shares are redeemed under Paragraph 9(a) on
or after October 31, 2004, or for Recipients who die, retire at age 65 or
thereafter, or become totally and permanently disabled at any time, the per
share addition shall be $800.00; (ii) for Recipients whose shares are redeemed
under Paragraph 9(a) on or after October 31, 2003 and before October 31, 2004,
the per share addition shall be $640.00; (iii) for Recipients whose shares are
redeemed under Paragraph 9(a) on or after October 31, 2002, and before October
31, 2003, the per share addition shall be $480.00; (iv) for Recipients whose
shares are redeemed under Paragraph 9(a) on or after October 31, 2001 and before
October 31, 2002, the per share addition shall be $320.00; (v) for Recipients
whose shares are redeemed under Paragraph 9(a) on or after October 31, 2000 and
before October 31, 2001, the per share addition shall be $160.00; and (vi) there
shall be no addition for Recipients whose shares are redeemed under Paragraph
9(a) before October 31, 2000.
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