Form of Consolidated Container Holdings LLC 2003 Unit Option Agreement

Exhibit 10.9(b)


CONSOLIDATED CONTAINER HOLDINGS LLC

2003 UNIT OPTION AGREEMENT


THIS AGREEMENT (the " Agreement" ), effective as of the Award Date (defined in paragraph 1 below), is made and entered into by and between Consolidated Container Holdings LLC, a Delaware limited liability company (the " Company" ), and the individual named in Exhibit A attached hereto (the " Participant" ).

WITNESSETH:

WHEREAS , the Company has implemented the Amended and Restated Consolidated Container Holdings LLC 1999 Unit Option Plan (the " Plan" ), which provides for the grant of options to selected officers, key employees, and consultants of the Company or its Subsidiaries to purchase Units of the Company;


WHEREAS , the committee that administers the Plan (the " Committee" ) has selected the Participant to participate in the Plan and has awarded the Unit option herein described (the " Option" ) to the Participant; and

WHEREAS , the parties desire to evidence in writing the terms and conditions of the Option;

NOW, THEREFORE , in consideration of the foregoing and of the mutual covenants and agreements herein contained, and as an inducement to the Participant to continue as an employee of the Company or its Subsidiary and/or to promote the success of the business of the Company and its Subsidiaries, the parties hereby agree as follows:


1. Grant of Option . The Company hereby grants to the Participant, upon the terms and subject to the conditions, limitations and restrictions set forth in the Plan and in this Agreement, the Option to acquire the number of Units set forth in Exhibit A (the " Number of Units" ), at the exercise price set forth in Exhibit A (the " Exercise Price" ), effective as of the award date set forth in Exhibit A (the " Award Date" ). The Participant hereby accepts the Option from the Company.


2. Vesting . Twenty (20) percent of the Units subject to the Option shall vest on each anniversary of the Award Date while the Participant is employed (or if the Participant dies or suffers a disability while employed, as of the anniversary next following such death or disability); provided , however , the Option shall immediately vest in full as to all Units subject hereto upon any Sale of the Company; provided , further , that the Option shall also vest up to such number of Units subject hereto as are necessary to permit the Participant to participate in any sale of Units in which the Participant is permitted or required to sell pursuant to Section 11.5 or 11.6 of the LLC Agreement. A " Sale of the Company" shall occur if the Company engages in a merger, consolidation, recapitalization, reorganization or sale, lease or transfer of all or substantially all of the Company' s assets and (i) the Company and its members and affiliates immediately before such transaction beneficially own, immediately after or as a result of such transaction, equity securities of the surviving or acquiring entity or such entity' s parent entity (the " Acquiror" ) possessing less of the voting power of the Acquiror or such entity' s parent entity than another shareholder or member and (ii) the Company and its members and affiliates immediately before such transaction have fewer representatives on the Board of the Acquiror than another shareholder or member, provided that a Sale of the Company shall not be deemed to occur upon any public offering or series of such offerings of securities of the Company or its affiliates that results in any such change in beneficial ownership.

3. Exercise . In order to exercise the Option with respect to any vested Units hereunder, the Participant shall provide written notice to the Company at its principal executive office. At the time of exercise, the Participant shall pay to the Company the Option price per Unit set forth in Section 1 times the number of vested Units as to which the Option is being exercised. The Participant shall make such payment by delivering (a) cash or (b) a check or (c) at the Committee' s option, any other consideration that the Committee determines is consistent with the Plan and applicable law. If the Option is exercised in full, the Participant shall surrender this Agreement to the Company for cancellation. If the Option is exercised in part, the Participant shall surrender this Agreement to the Company so that the Company may make appropriate notation hereon or cancel this Agreement and issue a new agreement representing the unexercised portion of the Option.

Prior to acquiring any of the Units pursuant to the Option, the Participant shall execute and deliver the Special Unit Acquisition, Ownership and Redemption Agreement attached as Exhibit A to the Plan and the LLC Agreement.


4. Who May Exercise . The Option shall be exercisable during the lifetime of the Participant only by the Participant. To the extent exercisable after the Participant' s death, the Option shall be exercised only by the Participant' s representatives, executors, successors or beneficiaries.


5. Expiration of Option .


(a) Vested Options . Subject to paragraph (b) below, the Option shall expire, and shall not be exercisable with respect to any vested Units hereunder as to which the Option has not been exercised, on the first to occur of (a) the 10th anniversary of the Award Date or (b) one year after the Participant ceases to be an Employee or consultant of the Company for any reason.

(b) Early Termination of Option . Participant' s Option will terminate prior to the time period specified in paragraph (a) above under any of the following circumstances:


i. Resignation without Good Reason . If the Participant ceases to be an Employee or consultant of the Company without Good Reason (as defined below), 50% of any vested Option shall terminate immediately upon termination of employment or termination of his engagement as a consultant with the Company.


ii. Termination for Cause . The Committee may, by written notice to the Participant, immediately terminate the Option if the Participant (a) is terminated f ...