Exhibit 10.10
SECOND AMENDMENT TO AMENDED AND RESTATED
RESTRICTED STOCK BONUS PLAN OF PLASTIPAK HOLDINGS, INC.
THIS SECOND AMENDMENT to the Amended and Restated Restricted Stock
Bonus Plan of Plastipak Holdings, Inc. (the "COMPANY") is adopted by the Company
as of December 19, 2003.
RECITALS
WHEREAS, the Company adopted the Amended and Restated Restricted Stock
Bonus Plan (the "PLAN") of Plastipak Holdings, Inc. as of July 31, 2002, and
adopted the First Amendment to the Amended and Restated Restricted Stock Bonus
Plan of Plastipak Holdings, Inc. as of October 18, 2002 ("FIRST AMENDMENT"); and
WHEREAS, pursuant to Section 15 of the Plan, the Board of Directors of
the Company is authorized to make any amendment or modification of the Plan as
it shall deem advisable provided that 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;
and
WHEREAS, the Company, has decided to amend the redemption price formula
contained in Section 9.b.
NOW, THEREFORE, it is agreed by the Company that this Second Amendment
to the Plan be adopted as follows:
4. Section 9.b. of the Plan is deleted and replaced with a new
Section 9.b that reads as follows:
9.b. The Price.
(i) Redemptions on or before November 1, 2003. For
redemptions for which the triggering event occurs on
or before November 1, 2003, the price of the stock
required to be paid by the Company shall be
determined by reference to the "Adjusted Book Value"
of the Company as of its preceding fiscal year end,
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. "Adjusted Book Value"
shall mean the sum of: (x) the book value of the
Company at the end of the relevant corporate fiscal
year, plus (y) Thirteen Million Two Hundred
Eighty-Nine Thousand and no/100 Dollars
($13,289,000.00). The Adjusted Book Value 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 relevant fiscal year, plus (y) Eight
Thousand
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Exhibit 10.10
Three Hundred Seventy-One (8,371). The amount thus
determined (the Adjusted Book Value per share) shall
be further increased or decreased, as the case may
be, by: (1) the reduction per share 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, (2) the applicable per share addition set
forth on Schedule 9(b)(iii) attached hereto, and (3)
the addition of $245.00 per share for each share that
the Company allocated to the Recipient on or before
November 2, 2002.
(ii) Redemptions on or after November 2, 2003. For
redemptions for which the triggering event occurs on
or after November 2, 2003, the price of the stock
required to be paid by the Company shall be
determined by reference to the "Book Value" of the
Company as of its preceding fiscal year, 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. Book Value shall be
divided by the number of issued and outstanding
shares of capital stock of the Company at the end of
the relevant corporate fiscal year. The amount thus
determined (the Book Value per share) shall be
further increased or decreased, as the case may be,
by: (1) the reduction per share 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, (2) the
applicable per share addition set forth on Schedule
9(b)(iii) attached hereto, and (3) the addition of
$245.00 per share for each share that the Company
allocated to the Recipient on or before November 2,
2002.
5. Other than as set forth above, all the other terms and
provisions of the Plan as of July 31, 2002, as amended by the
First Amendment, remain in full force and effect.
IN WITNESS WHEREOF, the Company has adopted this Second Amendment to
the Amended and Restated Restricted Stock Bonus Plan of Plastipak Holdings, Inc.
as of the day and year first above written.
PLASTIPAK HOLDINGS, INC.
/s/ William C. Young
William C. Young, President
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