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Stock Option Agreement Ltip

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EXHIBIT 10.19.4


AVERY DENNISON CORPORATION
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NON-QUALIFIED STOCK OPTION AGREEMENT (LTIP PARTICIPANTS)
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THIS AGREEMENT, dated ______________________________, is made by and between Avery Dennison Corporation, a Delaware corporation, hereinafter referred to as the "Company," and *, an employee of Company or a Subsidiary of Company, hereinafter referred to as "Employee".


WHEREAS, Company wishes to afford Employee the opportunity to purchase shares of its $1.00 par value common stock under the terms of The 1990 Stock Option and Incentive Plan for Key Employees of Avery Dennison Corporation; and


WHEREAS, the Compensation Committee of the Company's Board of Directors (hereinafter referred to as the "Committee"), appointed to administer said Plan, has determined that it would be to the advantage and best interest of Company and its shareholders to grant the Option provided for herein to Employee as an inducement to remain in the service of Company or its Subsidiaries and as an incentive for increased efforts during such service;


WHEREAS, the Committee has advised the Company of its determination and instructed the undersigned officers to issue said Option, which the Committee has determined should be a Non-Qualified Stock Option, as authorized under the Plan;


NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, Company and Employee do hereby agree as follows:


ARTICLE I
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DEFINITIONS
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Whenever the following terms are used in this Agreement they shall have the meaning specified below unless the context clearly indicates to the contrary.


1.1 Option
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"Option" shall mean the option to purchase common stock of the Company
granted under the Stock Option Agreement.


1.2 Plan
----


The "Plan" shall mean The 1990 Stock Option and Incentive Plan for Key
Employees of Avery Dennison Corporation.


* Refer to attached Notice.


1


1.3 Pronouns
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The masculine pronoun shall include the feminine and neuter, and the
singular and plural, where the context so indicates.


1.4 Secretary
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"Secretary" shall mean the Secretary of the Company.


1.5 Subsidiary
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"Subsidiary" shall mean any corporation in an unbroken chain of
corporations beginning with the Company if each of the corporations other
than the last corporation in the unbroken chain then owns stock possessing
50 percent or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.


1.6 Termination of Employment
-------------------------


"Termination of Employment" shall mean the time when the employee-employer
relationship between the Employee and the Company or a Subsidiary is
terminated for any reason, including, but not limited to, a termination by
resignation, discharge, death or retirement, but excluding terminations
where there is a simultaneous reemployment or continuing employment by the
Company or a Subsidiary, and, at the discretion of the Committee,
terminations which result in the severance of the employee-employer
relationship that do not exceed one year. The Committee, in its absolute
discretion, shall determine the effect of all other matters and questions
relating to Termination of Employment.


1.7 Change of Control
-----------------


"Change of Control" shall mean a change in control of the Company of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A, Regulation 240.14a-101, promulgated under the Securities
Exchange Act of 1934 as in effect on the date of this Agreement or, if Item
6(e) is no longer in effect, any regulation issued by the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934 which
serves similar purposes; provided that, without limitation, a Change of
Control shall be deemed to have occurred if and when:


(a) Any "person" (as such term is used in Sections 13(d) and 14(d)(2) of
the Securities Exchange Act of 1934) is or becomes a beneficial owner,
directly or indirectly, of securities of the Company representing
fifty percent (50%) or more of the combined voting power of the
Company's then outstanding securities, or


(b) Individuals who were members of the Board of Directors of the Company
immediately prior to a meeting of the shareholders of the Company
involving a contest or the election of the directors shall not
constitute a majority of the Board of Directors following such
election.


2


1.8 Beneficiary
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"Beneficiary" shall mean a person properly designated by the Employee,
including his/her spouse or heirs at law, to exercise such Employee's
rights under the Plan. Designation, revocation and redesignation of
Beneficiaries must be made in writing in accordance with rules established
by the Committee and shall be effective upon delivery to the Committee.


ARTICLE II
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GRANT OF OPTION
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2.1 Grant of Option
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In consideration of Employee's agreement to remain in the employ of Company
or its subsidiaries and for other good and valuable consideration, on the
date hereof the Company irrevocably grants to Employee the option to
purchase any part or all of an aggregate of * shares of its $1.00 par value
common stock upon the terms and conditions set forth in this Agreement.
Such Option is granted pursuant to the Plan and shall also be subject to
the terms and conditions set forth in the Plan.


2.2 Purchase Price
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The purchase price of the shares of stock covered by the Option shall be
_________________________ dollars ($________) per share without commission
or other charge.


2.3 Consideration to Company
------------------------


In consideration of the granting of this Option by the Company, the
Employee agrees to render faithful and efficient service to the Company or
a Subsidiary, with such duties and responsibilities as the Company shall
from time to time prescribe, for a period of at least one (1) year from the
date this Option is granted. Nothing in this Agreement or in the Plan
shall confer upon the Employee any right to continue in the employ of the
Company or any Subsidiary or shall interfere with or restrict in any way
the rights of the Company and its Subsidiaries, which are hereby expressly
reserved, to discharge the Employee at any time for any reason whatsoever,
with or without good cause. Nor shall it interfere with or restrict in any
way, other than the forfeiture of all rights under this Agreement, the
right of the Employee voluntarily to terminate his employment with the
Company or a Subsidiary.


2.4 Adjustments in Option
---------------------


In the event that the outstanding shares of the stock subject to the Option
are changed into or exchanged for a different number or kind of shares of
the Company or other securities of the Company by reason of merger,
consolidation, recapitalizat
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