1996 Stock Option Plan For Nonemployee Directors

Exhibit 10.4


ALLTRISTA CORPORATION
1996 STOCK OPTION PLAN
FOR
NONEMPLOYEE DIRECTORS


1. Purpose. The purposes of the 1996 Stock Option Plan for Nonemployee Directors of Alltrista Corporation are to enable Alltrista Corporation to attract and retain persons of outstanding competence to serve as Nonemployee Directors of the Corporation by encouraging and enabling the acquisition of a proprietary interest in Common Stock of the Corporation pursuant to the terms of this Plan and to provide a direct link between Nonemployee Directors' consideration and the interests of the Corporation's shareholders.


2. Definitions. When used in this Plan, unless the context otherwise
requires:


A. "Board of Directors" shall mean the Board of Directors of the
Corporation as constituted at any time.


B. "Code" shall mean the Internal Revenue Code of 1986, as amended.


C. "Committee" shall mean the Stock Option Committee described in
Section 3 hereof.


D. "Corporation" shall mean Alltrista Corporation.


E. "Fair Market Value" shall mean the closing price of the Stock as
published in The Wall Street Journal report of the Nasdaq National
Market System, the New York Stock Exchange-Composite Transactions
or the American Stock Exchange, wherever the Corporation is listed,
corrected for any reporting errors, or if the Stock is not traded
on that day, on the next preceding day on which there was a sale of
such Stock.


F. "Non-Qualified Stock Options" shall mean stock options which do not
qualify under or meet the requirements of Section 422 of the Code.


G. "Plan" shall mean this 1996 Stock Option Plan for Nonemployee
Directors authorized by the Board of Directors at its meeting held
on March 21, 1996 as such Plan from time to time may be amended as
herein provided.


H. "Retirement" shall mean the termination of all service as a
Director of the Corporation for any reason, other than death or
Total Disability, after the Director has attained age 70.


I. "Share" shall mean a share of Stock.


J. "Stock" shall mean the Common Stock, without par value, of the
Corporation.


K. "Stock Options" shall mean the Non-Qualified Stock Options issued
pursuant to the Plan.


L. "Stock Option Agreement" shall mean the agreement between the
Corporation and the optionee evidencing the grant of a Stock Option
as provided in Section 5D hereof.


M. "Total Disability" shall mean "permanent and total disability" as
defined in Section 22(c)(3) of the Code.


3. Committee. The Plan shall be administered by a Committee of no fewer than two Directors of the Corporation. The Committee shall, subject to and not inconsistent with the express terms of the Plan, have full and final authority to interpret the Plan and the Stock Options granted thereunder; to prescribe, amend and rescind rules and regulations, if any, relating to the Plan; and to make all determinations necessary or advisable for the administration of the Plan. No member of the Board or the Committee shall be liable for anything done or omitted to be done by such member or by any other member of the Committee in connection with the Plan, except his own willful misconduct or gross negligence. All


decisions which are made by the Committee with respect to interpretation of the terms of the Plan, with respect to interpretation of the terms and conditions of the Stock Options, with respect to the instruments evidencing the grant of Stock Options, and with respect to any questions or disputes arising under this Plan, shall be final and binding on the Corporation and the participants, their heirs and beneficiaries.


4. Stock. The Stock subject to Stock Options and other provisions of the Plan shall be authorized and issued and subject to adjustment in accordance with the provisions of Section 8. The total number of Shares which, at any one time, may be subject to issuance or which in the aggregate may be issued by exercise of Stock Options pursuant to the Plan shall not exceed thirty thousand (30,000).


In the event that any outstanding Stock Option under the Plan for any reason expires or is terminated, without having been exercised in full, prior to the end of the period during which Stock Options may be granted, the Shares allocable to the unexercised portion of such Stock Option may be again subjected to a Stock Option under the Plan.


5. Stock Option Terms and Conditions.


A. Eligibility and Participation. All persons who serve as Directors of
the Corporation and who, at the time of grant, are not "employees" of
the Corporation or any of its subsidiaries, within the meaning of the
Employee Retirement Security Act of 1974, as amended, are eligible to
participate in the Plan.. The adoption of this Plan shall not be
deemed to give any Director any right to be granted an option to
purchase Shares, other than in accordance with the terms of this
Plan.


B. Price of Stock Options. The price of Shares to be purchased pursuant
to the exercise of any Stock Option shall be 100 percent of the Fair
Market Value of the Stock on the date of grant of the Stock Option.
The exercise price of Shares subject to Stock Options shall be
subject to adjustment as provided in Section 8.


C. Term of Stock Options. The term of any Stock Option granted under
the Plan shall be 10 years from the date on which it is granted.


D. Grant of Stock Options. Stock Options granted under the Plan shall
be Non-Qu ...