EXHIBIT 10.1
Published on July 26, 2007
Exhibit
10.1
Ball
Corporation
Notification
of Award of Performance Contingent Restricted Stock Units
Under
Ball Corporation’s 2005 Stock and Cash Incentive Plan
Ball
Corporation (“Corporation”) has awarded you, as of the effective date set forth
below, Performance Contingent Restricted Stock Units issued pursuant to the
Ball
Corporation 2005 Stock and Cash Incentive Plan (“Plan”). The award of
the Performance Contingent Restricted Stock Units provides you the opportunity
to receive common shares in the future contingent upon the Corporation achieving
a specified performance measure.
This
award is subject to the specific
terms and provisions contained in this Notification. However, the Plan and
Prospectus set
forth all other terms and conditions which control the Performance Contingent
Restricted Stock Unit Award. To the extent any provision of this
Notification conflicts with the express terms of the Plan, it is hereby stated
that the terms of the Plan shall control and, if necessary, the provisions
of
this Notification shall be deemed amended so as to carry out the purpose and
intent of the Plan.
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Participant:
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Grant
Effective Date:
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Number
of Performance Contingent
Restricted
Stock Units Awarded:
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Restriction
Lapse Criteria and Schedule:
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If
the Performance Measure is satisfied as set forth below, restrictions
will
lapse on 100% of the units on January 31 (or the first business day
following if on a weekend or holiday). Upon lapse of the
restrictions, the Participant will be issued Ball Corporation Common
Stock. If the Performance Measure is not satisfied, the units
will be forfeited.
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Performance
Measure:
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The
Performance Measure for this Award is the Corporation’s return on average
invested capital (“ROAIC”) over the applicable Performance Period as
compared to the Corporation’s cost of capital. The Performance
Measure will be satisfied if during the performance period the
Corporation’s average ROAIC is equal to or exceeds the Corporation’s
estimated cost of capital.
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Performance
Period:
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The
applicable performance period for this award is a 33 month period
commencing at the beginning of the Corporation’s 2007 second quarter and
ending December 31, 2009.
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Deferral
Opportunity:
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The
Performance Contingent Restricted Stock Units may be deferred into
the
Ball Corporation 2005 Deferred Compensation Company Stock Plan, or
its
successor, at the time of the lapse for issuance at a later date.
The
election to defer any scheduled lapse must be completed by a date
specified by the Corporation.
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Effect
of Termination of Employment during the Performance
Period:
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· Resignation/Termination:
(not considered early or normal retirement
as
defined
below):
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Upon
termination prior to the end of the Performance Period for any reason
other than death or disability, the outstanding Performance Contingent
Restricted Stock Units will be forfeited. If termination occurs
after the end of the Performance Period for any reason other than
death or
disability, the restrictions on the outstanding Performance Contingent
Restricted Stock Units will lapse on January 31 (or the first
business day following if on a weekend or holiday), contingent on
the
achievement of the Performance Measure.
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· Early
Retirement:
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For
purposes of this award, early retirement is defined as the termination
of
employment after attainment of age 55 or above and 15 years of
service or age 60 or above and 10 years of service.
If
this early retirement definition is satisfied, then upon termination
for
any reason other than death or disability and execution of an agreement
not to compete as presented by the Corporation, the restrictions
on the
outstanding Performance Contingent Restricted Stock Units will lapse
on
January 31 (or the first business day following if on a weekend or
holiday), contingent on the achievement of the Performance
Measure.
If
you terminate employment during the Performance Period and do not
meet the
age and service and agreement not-to-compete requirements above,
the
outstanding Performance Contingent Restricted Stock Units will be
forfeited.
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· Normal
Retirement at age 65:
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Upon
termination of employment at or after attainment of age 65 for any
reason other than death or disability, the restrictions on the outstanding
Performance Contingent Restricted Stock Units will lapse on
January 31 (or the first business day following if on a weekend or
holiday), contingent on the achievement of the Performance
Measure.
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· Death:
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In
the event of your death, the restrictions on the outstanding Performance
Contingent Restricted Stock Units will immediately lapse and the
unrestricted common stock will be issued to the person or persons
defined
as your beneficiary(ies).
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· Disability:
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In
the event of your disability as defined in the Plan, the restrictions
on
the outstanding Performance Contingent Restricted Stock Units will
immediately lapse and the unrestricted common stock will be issued
to
you.
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Nontransferability:
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Your
Performance Contingent Restricted Stock Units may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner
other
than by beneficiary designation, will or by laws of descent or
distribution.
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Rights
as a Shareholder:
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You
shall not have rights equivalent to those of a shareholder for outstanding
Performance Contingent Restricted Stock Units. You will receive quarterly
an amount equal to the quarterly dividends; however, you will not
be able
to vote the units at the annual meeting of
shareholders.
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No
Right to Awards or to Employment:
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No
participant shall have any claim or right to be granted an Award
in the
future and the Award shall not be construed as giving the participant
the
right to continue in the employ of the Corporation.
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Employee
Withholding Tax Requirements for Current Employees or Employees that
Terminate After the End of the Performance
Period:
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At
the end of the Performance Period if it is determined that the Performance
Measure was achieved, you will be required, prior to the January 31
(or the first business day following if on a weekend or holiday),
lapse
date, to elect the method in which you will meet the withholding
tax
obligation associated with the lapse of restrictions. You are
required to remit payment of the taxes to the Corporation. Acceptable
methods of payment of the tax obligation are:
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· Check,
wire transfer, or other acceptable negotiable instrument payable
to Ball
Corporation.
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· Stock
Unit retention by which the Corporation retains the number of units
having
a fair market value based on the closing price on the date restrictions
lapse that equates to the amount of the tax obligation. Any fraction
of a
unit will not be utilized in this payment; therefore a small balance
may
remain, which shall be paid by you in the form of a check, wire transfer,
or other acceptable negotiable instrument to Ball
Corporation.
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· Deliver
to the Corporation the number of Ball Common Shares having a fair
market
value based on the closing price on the date restrictions lapse equal
to
the amount of the tax obligation.
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If
participant had previously elected to defer issuance of the award
at lapse
into the Ball Corporation 2005 Deferred Compensation Stock Plan,
FICA
taxes will be due to the Corporation immediately following the
January 31 (or the first business day following if on a weekend or
holiday), vest date.
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Withholding
Tax Requirements Units for Retired Employees that Met the Early and
Normal
Retirement Definition:
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At
the end of the performance period if it is determined that the Performance
Measure was achieved, the common stock issued will be the award amount
less the number of units which must be withheld to satisfy the applicable
tax withholding requirements.
If
participant had previously elected to defer issuance of the award
at lapse
into the Ball Corporation 2005 Deferred Compensation Stock Plan,
FICA
taxes will be due to the Corporation immediately following the
January 31 (or the first business day following if on a weekend or
holiday), vest date.
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