DEPOSIT SHARE PROGRAM
Published on May 13, 2003
Exhibit 10.1
Ball Corporation
Deposit Share Program
[GRAPHIC OMITTED]
Confidential
Table of Contents
1. Purpose.........................................................................................1
2. Definitions.....................................................................................1
2.1 Award Date...........................................................................1
2.2 Award Letter.........................................................................1
2.3 Acquisition Period...................................................................1
2.4 Change in Control....................................................................1
2.5 Cliff Lapse..........................................................................1
2.6 Committee............................................................................1
2.7 Deferral.............................................................................1
2.8 Disability...........................................................................1
2.9 Effective Date.......................................................................1
2.10 Grant Date...........................................................................1
2.11 Holding Period.......................................................................1
2.12 Newly Acquired Shares................................................................2
2.13 Participant..........................................................................2
2.14 Program..............................................................................2
2.15 Restricted Shares....................................................................2
2.16 Restricted Units.....................................................................2
2.17 Retirement...........................................................................2
2.18 Shareholder of Record................................................................2
3. Restricted Stock Grant..........................................................................2
3.1 Minimum Number of Newly Acquired Shares..............................................2
3.2 Granting of Restricted Shares........................................................3
4. Holding Period for the Newly Acquired Shares....................................................3
5. Lapse of Restrictions...........................................................................3
5.1 Cliff Lapse..........................................................................3
5.2 Accelerated Lapse Rate...............................................................3
6. Additional Cash Payment.........................................................................3
7. Retirement, Disability or Death.................................................................3
7.1 Proration Calculation................................................................3
7.2 Proration's Effect on Lapse Schedule as a Result of Retirement
or Disability.......................................................................3
7.3 Proration's Effect on Lapse Schedule as a Result of Death............................4
7.4 Fractional Shares....................................................................4
8. Forfeiture .....................................................................................4
9. Deferral of Award...............................................................................4
9.1 Deferral of Restricted Shares........................................................4
9.2 Exchange of Restricted Shares........................................................4
9.3 Election to Defer....................................................................4
9.4 Exchange of Restricted Shares from Restricted Units..................................4
9.5 Date of Deferral.....................................................................4
10. Miscellaneous...................................................................................5
10.1 Administration of the Program........................................................5
10.2 Amendment and Termination of Program.................................................5
10.3 Successors and Mergers, Consolidations, or Change in Control.........................5
10.4 Employment or Future Eligibility to Participate Not Guaranteed.......................5
10.5 Gender, Singular or Plural...........................................................5
10.6 Captions.............................................................................5
10.7 Applicable Law.......................................................................6
10.8 Validity.............................................................................6
Deposit Share Program ("Program")
1. Purpose
To encourage key executives to acquire a larger equity ownership interest in the Corporation to further align the personal
interests of the Participants with the interests of the shareholders of the Corporation, in order to promote share price
growth and enhancement of shareholder value.
2. Definitions
2.1 Award Date means the actual date the participant is given the opportunity to purchase Newly Acquired Shares
pursuant to the Program.
2.2 Award Letter means the document notifying the Participant of his participation in the Program along with specific
terms related to such participation.
2.3 Acquisition Period means the time period during which the Participant may acquire shares pursuant to this Program.
2.4 "Change in Control" means "Change in Control" as defined in the Ball Corporation 1997 Stock Incentive Plan or its
successor.
2.5 Cliff Lapse means restrictions lapse at one time on the date established on the date of grant of Restricted
Shares under the Program.
2.6 Committee means the Human Resources Committee of the Board of Directors of Ball Corporation.
2.7 Deferral means the amount of elective Restricted Units deferred by a Participant into the Ball Corporation 2000
Deferred Compensation Company Stock Plan.
2.8 Disability means a bodily injury or disease as determined by the Committee that totally and continuously prevents
the Participant, for at least six consecutive months, from engaging in the Participant's regular occupation.
2.9 Effective Date means October 23, 2002, which is the effective date of the Amended and Restated Deposit Share
Program.
2.10 Grant Date means the actual date of issuance of the Restricted Shares pursuant to this Program.
2.11 Holding Period means the time period during which a Participant may not sell Newly Acquired Shares in order to
have the restrictions lapse on a Restricted Stock grant.
2.12 Newly Acquired Shares means Ball Corporation Common Stock acquired during the Acquisition Period. It does not
include Ball Corporation Common Stock obtained by a Participant through the Corporation's other benefit plans,
which include but are not limited to the 401(k) Plan, the Employee Stock Purchase Plan and the Employee Stock
Ownership Plan.
2.13 Participant means an employee who has been selected for participation in the Program by management and approved
by the Committee.
2.14 Program means the Amended and Restated Deposit Share Program as set forth in this document and as amended from
time to time.
2.15 Restricted Shares means shares of stock that are issued or transferred to a Participant under this Program
pursuant to the Ball Corporation 1997 Stock Incentive Plan or its successor.
2.16 Restricted Units means the Performance Unit Award based on the dollar value of Ball Corporation Common Stock as
provided for in the Ball Corporation 1997 Stock Incentive Plan or its successor.
2.17 Retirement means termination of employment by a Participant for whatever reason other than death or disability
after attainment of age 55.
2.18 Shareholder of Record means the person who holds Ball Corporation Common Stock that is held in an account by the
transfer agent and for which dividends are paid by the transfer agent.
3. Restricted Stock Grant
The grant under this Program shall be a Restricted Stock Grant ("Restricted Share") pursuant to the Ball Corporation 1997
Stock Incentive Plan or its successor. If, at any time or from time to time, during the Acquisition Period, or within
45 days thereafter, the Participant provides evidence to the Corporate Secretary's Department of the Corporation,
reasonably satisfactory to the Corporation, of Participant's acquisition of Newly Acquired Shares during the Acquisition
Period, together with a written promise by the Participant to retain the shares for the holding period, then the
Corporation will grant the Participant a Restricted Share for each Newly Acquired Share so acquired, up to the maximum
number of Restricted Shares specified in the Participant's Award Letter.
3.1 Minimum Number of Newly Acquired Shares - The minimum number of Newly Acquired Shares that will be matched by
Restricted Shares at one time is 200 shares. The Participant may accumulate purchases of fewer than 200 shares,
and when the total number of accumulated shares is equal to or exceeds 200 shares, the Participant may then
request that matching Restricted Shares be issued.
3.2 Granting of Restricted Shares - The Restricted Shares will be granted on the 15th of each month provided the
documentation required in Section 3.1 is received on or before the 5th of that month, otherwise it will granted
the following month. If the 15th occurs on a holiday or weekend, the Restricted Shares will be issued on the
workday immediately prior to that holiday or weekend.
4. Holding Period for the Newly Acquired Shares
The Participant must agree that the Newly Acquired Shares will not be sold or transferred prior to the lapse of
restrictions on the matching Restricted Shares. A pledge of Newly Acquired Shares as collateral for any loan during the
holding period is not considered to be a sale or transfer of the shares for purposes of this Program; however, in the
event of default on the loan, the Newly Acquired Shares will be considered to be sold and the matching Restricted Shares
will be forfeited.
5. Lapse of Restrictions
5.1 Cliff Lapse - Except as provided herein, restrictions on all Restricted Shares will cliff lapse on the
anniversary date that is established in the Award Letter.
5.2 Accelerated Lapse Rate - The restrictions may lapse at an accelerated rate as established in the Award Letter.
6. Additional Cash Payment
The Participant also will receive a dividend equivalent, if any, payable with respect to the Restricted Shares from the
date of grant until restrictions lapse.
7. Retirement, Disability or Death
Participants who retire before restrictions have lapsed on Restricted Shares granted under this Program will receive a
prorated portion of their Restricted Shares.
7.1 Proration Calculation
Number of restricted Number of days from grant to retirement, Number of
shares still outstanding disability or death Restricted Shares
on date of retirement, X Number of days from grant to scheduled cliff = outstanding after
disability or death. lapsing proration
7.2 Proration's Effect on Lapse Schedule as a Result of Retirement or Disability - Restricted Shares outstanding
after proration will have restrictions lapse according to Section 5 above.
7.3 Proration's Effect on Lapse Schedule as a Result of Death - Restrictions on the Restricted Shares outstanding
after proration will lapse and the unrestricted shares will be issued to the participant's estate or beneficiary.
7.4 Fractional Shares - All fractional shares will be rounded up at proration.
8. Forfeiture
All rights in and to any and all Restricted Shares granted pursuant to this Program which have not had restrictions lapse
as described above in this Program, shall be forfeited upon the Participant's termination from the Corporation, except for
prorated Restricted Shares as provided for in Section 7. In addition, any Restricted Shares granted pursuant to this
Program shall be forfeited if the Newly Acquired Shares to which the Restricted Shares relate are sold or transferred by
the Participant prior to the lapse of restrictions on such Restricted Shares. For each Restricted Share for which the
restrictions have lapsed, the holding period requirement for an equal number of Newly Acquired Shares shall also end.
9. Deferral of Award
9.1 Deferral of Restricted Shares - Participants may elect to defer receipt of restricted shares where allowed by
laws of the country which apply to the Participant.
9.2 Exchange of Restricted Shares - Participants in the Program will have an opportunity to exchange Restricted
Shares granted under this Program for Restricted Units issued under the Ball Corporation 2000 Deferred
Compensation Company Stock Plan (the "Deferred Stock Plan").
9.3 Election to Defer - In order to exchange shares and utilize the Deferred Stock Plan, the Participant must elect
to exchange any Restricted Shares granted under this Program at least one year prior to the lapse of restrictions
on such Restricted Shares. The Restricted Units will be eligible for a Corporation Matching Contribution under
the Deferred Stock Plan.
9.4 Exchange of Restricted Shares for Restricted Units - In the event a Participant elects to undertake such an
exchange, the Restricted Shares granted under this Program will be cancelled and an equivalent number of
Restricted Units will be issued to the Participant. Restrictions and the Participant's rights with respect
to such Restricted Units will be determined under the terms of the Program.
9.5 Date of Deferral - The actual deferral of the Restricted Units will not occur until restrictions lapse on the
Restricted Units.
10. Miscellaneous
10.1 Administration of the Program - The Human Resources Committee of the Board of Directors shall be the sole
administrator of the Program. The Committee shall have full power to formulate additional details and
regulations for carrying out this Program. The Committee shall also be empowered to make any and all of the
determinations not herein specifically authorized which may be necessary or desirable for the effective
administration of the Program. Any decision or interpretation of any provision of this Program adopted by
the Committee shall be final and conclusive.
10.2 Amendment and Termination of Program - The Committee may at any time amend the Program in whole or in part;
provided, however, that no amendment shall be effective to affect the Participant's vested right therein, and,
except as provided below, no amendment shall be effective to decrease the future benefits under the Program
payable to any Participant or beneficiary with respect to any amount granted or vested prior to the date of the
amendment. Written notice of any amendments shall be given promptly to each Participant. No notice shall be
required with respect to amendments that are non-material or administrative in nature.
10.3 Successors and Mergers, Consolidations, or Change in Control - The terms and conditions of this Program and
Election Form shall enure to the benefit of and bind the Corporation, the Participants, their successors,
assignees, and personal representatives. If a Change in Control shall occur then the rights and obligations
created hereunder shall be the rights and obligations of the acquirer or successor corporation or entity;
provided, however, in the event of a Change in Control, all restrictions on Restricted Shares granted pursuant
to Section 3 of this Program shall lapse.
10.4 Employment or Future Eligibility to Participate Not Guaranteed - Nothing contained in this Program nor any action
taken hereunder shall be construed as a contract of employment or as giving any Participant any right to be
retained in the employ of the Corporation. Designation as a Participant may be revoked at any time by the
Committee with respect to any Restricted Shares not yet granted.
10.5 Gender, Singular and Plural - All pronouns and any variations thereof shall be deemed to refer to the masculine
and feminine gender as the identity of the person or persons may require. As the context may require, the
singular may be read as the plural and the plural as the singular.
10.6 Captions - The captions to the articles, sections, and paragraphs of this Program are for convenience only and
shall not control or affect the meaning or construction of any of its provisions.
10.7 Applicable Law - This Program shall be governed and construed in accordance with the laws of the State of Indiana.
10.8 Validity - In the event any provision of this Program is held invalid, void, or unenforceable, the same shall not
affect, in any respect whatsoever, the validity of any other provision of this Program.