EXHIBIT 10.22B
Published on March 29, 1999
Exhibit 10.22b
Dear ________:
Effective September 23, 1998, you were awarded _______ restricted shares of Ball
Corporation Common Stock under the terms of the Corporation's 1997 Stock
Incentive Plan. We have instructed our transfer agent, First Chicago Trust
Company of New York, to issue restricted certificates in your name representing
these shares. The certificates will be mailed to the Corporate Secretary's
Department and will be held in the vault at Corporate Headquarters until the
restrictions lapse, at which time certificates for unrestricted shares will be
issued and mailed to you. You will receive quarterly an amount equal to the
quarterly dividends, and you will be able to vote the shares at the annual
shareholders' meetings.
This restricted stock award reflects our Board's commitment to incentivize the
Corporation's senior management to deliver significant returns to our
shareholders in the form of stock price appreciation.
Lapse of Restrictions Based on Performance
The restrictions will lapse in full seven years from the date of the award. The
restrictions may lapse earlier than seven years from the date of the award based
on achievement of performance goals for the Ball Corporation Metal Beverage
Container Operations as outlined below:
Performance Goals
Depending upon actual performance for each of the Performance Periods above,
restrictions may lapse at the end of each Performance Period as follows:
Percentage of Shares Released Based on
Performance During Performance Periods
*Minus the number of shares, if any, previously released pursuant to this award.
For each Performance Period, if actual performance under each measure is greater
than Threshold Performance, but is less than Target Performance, restrictions
shall lapse and restricted shares shall be released pursuant to the table above
determined on a straight line interpolation between Threshold Performance and
Target Performance levels.
Three Performance Periods Defined:
The term "Performance Period' means the Fifteen-Month Performance Period, the
Twenty Seven-Month Performance Period, or the Thirty Nine-Month Performance
Period, as applicable and as follows:
The term "Fifteen-Month Performance Period" means the period that
begins on October 1, 1998, and ends on December 31, 1999.
The term "Twenty Seven-Month Performance Period" means the period that
begins on October 1, 1998, and ends on December 31, 2000.
The term "Thirty Nine-Month Performance Period" means the period that
begins on October 1, 1998, and ends on December 31, 2001.
Cumulative EBIT and Cash Flow Defined.
"Cumulative EBIT" means, with respect to any Performance Period, the cumulative
revenues of the Corporation's Metal Beverage Container operations for such
Performance Period minus the cumulative expenses of the Corporation's Metal
Beverage Container operations for such Performance Period (including, without
limitation, expenses for this Agreement and any other similar or dissimilar
compensation arrangement), excluding interest expense and provisions for taxes
based on income and without giving effect to any extraordinary gains or losses,
or gains or losses from sales of assets other than inventory sold in the
ordinary course of business, all as determined in accordance with generally
accepted accounting principles and as included in the audited financial
statements of the Corporation and its consolidated subsidiaries for such
Performance Period.
"Cumulative Cash Flow" means, with respect to any Performance Period, Cumulative
EBIT for such Performance Period with the following additions and deductions: a)
add an amount equal to the cumulative charges for depreciation and amortization
of the Corporation's Metal Beverage Container operations for such Performance
Period, and b) add an amount equal to the cumulative decreases in year-end
working capital of the Corporation's Metal Beverage Container operations in such
Performance Period, and c) deduct an amount equal to the cumulative capital
expenditures of the Corporation's Metal Beverage Container operations for such
Performance Period, and d) deduct an amount equal to the cumulative increases in
year-end working capital of the Corporation's Metal Beverage Container
operations in such Performance Period, all as determined in accordance with
generally accepted accounting principles and as included in the audited
financial statements of the Corporation and its consolidated subsidiaries for
such Performance Period. For purposes of b. and d. above, working capital means
current assets minus current liabilities, and any increase or decrease in
year-end working capital shall be measured from the most recent previous
December 31, except that any increase or decrease in such working capital during
the period ending December 31, 1998, shall be measured from September 30, 1998.
Termination of Employment
If your employment with Ball Corporation terminates for any reason, except as
noted below, during the 39-month Performance Period from October 1, 1998, to
December 31, 2001, the number of restricted shares awarded to you will be
reduced ratably. The basis of reduction will be the total number of restricted
shares multiplied by the total number of full months served during the
above-referenced Performance Period divided by 39. If you are retirement
eligible when your employment with the Corporation terminates, the restricted
shares ratably earned as of the date of your retirement will continue to have
restrictions lapse according to the terms specified above so long as you do not
compete with Ball Corporation by accepting employment with Crown Cork and Seal,
American National Can or Metal Container Corporation. In the event that you do
compete as outlined above, your rights to the shares that are still subject to
restrictions as of the date you commence such employment or consultancy shall
terminate on such commencement without payment of consideration by the
Corporation.
If you are terminated from employment during the 39-month Performance Period for
"Cause" or if your employment with the Corporation terminates for any reason
(except death or disability) before you are retirement eligible, your rights to
the shares still subject to restrictions as of your termination date shall
terminate without payment of consideration by the Corporation.
If you die or become disabled while still an active employee of the Corporation,
the shares ratably earned as of the date of your death or disability will
continue to have restrictions lapse according to the terms specified above, and
rights pass to those shares by will or by the applicable laws of descent and
distribution.
Congratulations on your selection and for accepting the challenge represented by
this restricted stock award.
Sincerely,