Form of AptarGroup, Inc. Restricted Stock Unit Award Agreement (Performance-Based Vesting Form) (All Other Employees) pursuant to the AptarGroup, Inc. 2018 Equity Incentive Plan (2022)

Participant:

You have been awarded a performance-based restricted stock unit award with respect to shares of Common Stock of AptarGroup, Inc., a Delaware corporation (the “Company”), pursuant to the terms and conditions of the AptarGroup, Inc. 2018 Equity Incentive Plan (the “Plan”) and the Restricted Stock Unit Agreement (Performance-Based Vesting Form) (together with this Award Notice, the “Agreement”). The Restricted Stock Unit Agreement (Performance-Based Vesting Form) is attached hereto. Capitalized terms not defined herein shall have the meanings specified in the Plan or the Agreement.

Target Restricted Stock Units:    You have been awarded a performance-based restricted stock unit award with respect to a target number of shares of Common Stock, subject to adjustment as provided in the Plan.

Grant Date:        March XX, 202X

Vesting Schedule:    Except as otherwise provided in the Plan, the Agreement or any other agreement between the Company and you, the Award shall vest based on the achievement of the performance goals set forth in this Award Notice over the Performance Period, provided you remain continuously employed by the Company through the end of the applicable Performance Period (the “Vesting Date”).

Performance Conditions:        

1.Return on Invested Capital

Subject to the terms of the Agreement and the Plan, 35% of the target number of shares of Common Stock subject to the Award shall vest based on the Company’s Return on Invested Capital performance during the Performance Period, in accordance with the following schedule:

2.Total Shareholder Return

Subject to the terms of the Agreement and the Plan, 65% of the target number of shares of Common Stock subject to the Award shall vest based on the Company’s TSR Percentile Rank during the Performance Period, in accordance with the following schedule:

*If the Company’s TSR for the Performance Period is negative, the Committee shall have discretion to reduce the vesting levels as it deems appropriate and which, in no event, shall exceed the target level of vesting.

3.Performance Between Specified Levels

The vesting percentage of the shares of Common Stock shall be determined using straight-line interpolation between performance levels and none of the shares of Common Stock subject to a performance goal shall vest for performance below the threshold performance level.

4.Definitions

(a)“Accumulated Shares” means periodic adjustments made to a share of Common Stock over the Performance Period and the 20 consecutive trading days immediately preceding the first day of the Performance Period, which is solely for the purpose of determining the Company TSR and reflecting a hypothetical reinvestment of dividends on the Accumulated Shares during such period. The number of Accumulated Shares shall be equal to the sum of (i) one share and (ii) the cumulative number of shares of Common Stock that would be purchased with the dividends paid on Common Stock for which the dividend payment date occurs during the Performance Period or the 20 consecutive trading days immediately preceding the Performance Period, assuming such dividends are immediately reinvested in shares of Common Stock at the closing price of a share of Common Stock on the applicable dividend payment date.

(b)“Average Equity” means the Company’s three-year average stockholder’s equity, calculated based on the Company’s stockholder’s equity as of the first day and the last day of each year in the Performance Period. 

(c)“Average Net Debt” means the Company’s three-year average net debt, calculated based on the Company’s total debt less cash as of the first day and the last day of each year in the Performance Period.

(d)“Beginning Stock Value” means the average over the 20 consecutive trading days immediately preceding the first day of the Performance Period of the product of (i) the number of Accumulated Shares times (ii) the closing transaction price of a share of Common Stock, as reported on The New York Stock Exchange (or such other principal national stock exchange on which shares of Common Stock are traded).

(e)“Common Stock” shall mean Common Stock, par value $.01 per share, of the Company.

(f)“Company TSR” means the cumulative total shareholder return of the Common Stock during the Performance Period, assuming the reinvestment of dividends during the Performance Period, which shall be equal to (i) the quotient of (A) the Ending Stock Value divided by (B) the Beginning Stock Value, minus (ii) one (1).

(g)“CTA” shall mean Cumulative Translation Adjustment.

(h)“EBIT” shall mean earnings before net interest and taxes, as determined in accordance with U.S. Generally Accepted Accounting Principles, as adjusted by the Committee as it deems appropriate.

(i) “Ending Stock Value” means the average over the 20 consecutive trading days through the last day of the Performance Period of the product of (i) the number of Accumulated Shares times (ii) the closing transaction price of a share of Common Stock, as reported on The New York Stock Exchange (or such other principal national stock exchange on which shares of Common Stock are traded).

(j)“ETR” means the Company’s effective tax rate.

(k)“Performance Period” means, in the case of Return on Invested Capital, the period from April 1, 2021 through March 31, 2024 and, in the case of Company TSR, the period from March 22, 2021 through March 22, 2024. For purposes of this Agreement, the last day of each Performance Period shall be the “Vesting Date” with respect to the target number of shares of Common Stock that may vest during such Performance Period based on the applicable performance goal.

(l) “Return on Invested Capital” shall be calculated as follows: (EBIT * (1 – ETR))/(Average Equity + Average Net Debt – CTA).

(m)“S&P 400 MidCap Comparator Group” means the companies that are included in the S&P 400 MidCap Index (including the Company) on both the first day and the last day of the Performance Period.

(n)“S&P 400 MidCap Constituent Company Returns” means, for each company in the S&P 400 MidCap Comparator Group, the cumulative total shareholder return during the Performance Period, assuming the reinvestment of dividends during the Performance Period, which shall be equal to (i) the quotient of (A) the average closing price of the S&P 400 MidCap Comparator Group over the 20 consecutive trading days through the last day of the Performance Period divided by (B) the average closing price of the S&P 400 MidCap Comparator Group over the 20 consecutive trading days immediately preceding the first day of the Performance Period, minus (ii) one (1).

AptarGroup, Inc., a Delaware corporation (the “Company”), hereby grants the participant (the “Employee”) as of March 22, 2021 (the “Grant Date”), pursuant to Section 6(d) of the AptarGroup, Inc. 2018 Equity Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) with respect to the number of shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”) set forth in the Award Notice, upon and subject to the restrictions, terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan.

(i)Death or Disability. If, prior to the Vesting Date, the Employee dies or incurs a Disability, the Employee or the Employee’s beneficiary, as the case may be, shall be entitled to a prorated payment equal to the target number of shares of Common Stock subject to this Award multiplied by a fraction, the numerator of which shall equal the number of days such Employee was employed with the Company during the Performance Period and the denominator of which shall equal the number of days in the Performance Period. The portion of the Award that does not become vested pursuant to this clause (i) shall be immediately forfeited. Subject to the remainder of this Agreement, the Award shall be settled within 70 days after the date of the Participant’s death or Disability.

(ii)Termination of Employment by Reason of Retirement. If, prior to the Vesting Date, the Employee’s employment is terminated by reason of Retirement, the Employee or the Employee’s beneficiary, as the case may be, shall be entitled to a prorated payment. Such prorated payment shall be determined in accordance with the Award Notice at the end of the Performance Period based on the actual performance during the Performance Period; provided, however, if a Change in Control occurs during the Performance Period, then the prorated payment amount shall be calculated based on the target number of shares of Common Stock subject to this Award. The pro-rated amount under this clause (ii) shall be calculated based on the number of days such Employee was employed with the Company during the Performance Period and the denominator of which shall equal the number of days in the Performance Period. The portion of the Award that does not become vested pursuant to this clause (ii) shall be immediately forfeited. Subject to the remainder of this Agreement, in the event the Award vests in accordance with this clause (ii), the Award shall be settled within 70 days after the Vesting Date; provided, however, that the Award shall be settled (i) within 30 days following Retirement in the event of Employee’s Retirement following a Change in Control and (ii) within 30 days following the Change in Control in the event of a Change in Control during the Performance Period that occurs following the Employee’s Retirement.

(iii)Termination of Employment for any Other Reason.     If, prior to the Vesting Date, an Employee’s employment with the Company is terminated for any reason other than as set forth in Section 2.2(i), 2.2(ii) or 2.2(iv)(2), such Employee’s Award shall be immediately forfeited.

(iv)Change in Control.

(1)     Performance Achievement. In the event of a Change in Control, the performance goals set forth in the Award Notice shall be deemed achieved at the target performance level and the Award shall vest based on continued service through the Vesting Date, except as otherwise provided for in this Agreement.

(2)     Settlement of Award Not Assumed. In the event of a Change in Control prior to the end of the Performance Period pursuant to which the Award is not effectively assumed or continued by the surviving or acquiring corporation in such Change in Control (as determined by the Board of Directors or the Committee, with appropriate adjustments to the number and kind of shares, in each case, that preserve the value of the shares subject to the Award and other material terms and conditions of the outstanding Award as in effect immediately prior to the Change in Control, except as otherwise expressly modified herein), the Award shall vest as of the date of the Change in Control, based on the target performance level. Subject to the remainder of this Agreement, the Award shall be settled within 70 days after the Change in Control; provided, however, that if the Award constitutes nonqualified deferred compensation (within the meaning of Section 409A of the Code) and such Change in Control is not a “change in control event” (within the meaning of Section 409A of the Code) or the settlement of the Award upon such Change in Control would not otherwise be permissible under Section 409A of the Code, such Award shall be paid within 70 days after the earlier to occur of (x) the Vesting Date and (y) the Employee’s death, Disability or termination of employment.

(3)     Settlement of Award Assumed. In the event of a Change in Control prior to the end of the Performance Period pursuant to which the Award is effectively assumed or continued by the surviving or acquiring corporation in such Change in Control (as determined by the Board of Directors or the Committee, with appropriate adjustments to the number and kind of shares, in each case, that preserve the value of the shares subject to the Award and other material terms and conditions of the outstanding Award  as in effect immediately prior to the Change in Control, except as otherwise expressly modified herein) and the Company terminates the Employee’s employment without Cause or the Employee resigns for Good Reason within 24 months following such Change in Control, in any such case, the Award shall vest in full as of the date of such termination of employment, based on the target performance level. Subject to the remainder of this Agreement, the Award shall be settled within 70 days after such termination of employment.

(f)    Definitions. For purposes of this Agreement, the following terms shall be defined as follows:

(1)    “Cause” shall mean (i) the commission of a felony involving moral turpitude, (ii) the commission of a fraud, (iii) the commission of any material act involving dishonesty with respect to the Company or any of its subsidiaries or affiliates, (iv) gross negligence or willful misconduct with respect to the Company or any of its subsidiaries or affiliates, (v) the willful and continued failure by the Employee to substantially perform the Employee’s duties with the Company (other than any such failure resulting from the Employee’s incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Employee by the Company, which demand specifically identifies the manner in which the Company believes that the Employee has not substantially performed the Employee’s duties, (vi) breach of any restrictive covenant provision or agreement with the Company or (vii) any breach by the Employee of any written agreement with the Company or any of its subsidiaries or affiliates which is material and which is not cured within 30 days following written notice thereof to the Employee by the Company.

(2)    “Disability” shall mean that the Employee either (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, is receiving income replacement benefits for a period of not less than six (6) months under an accident and health plan covering employees of the Employee’s employer.

(3)    “Good Reason” shall mean, without the written consent of the Employee, any one or more of the following: (i) the Company reduces the amount of the Employee’s (x) base salary or (y) the aggregate cash bonus opportunity and long-term incentive opportunity (it being understood that the Board of Directors shall have discretion to set the Company’s and the Employee’s personal performance targets to which the cash bonus and long-term incentive opportunities will be tied and to change the form of long-term incentive awards); (ii) the Company adversely changes the Employee’s reporting responsibilities, titles or office as in effect as of the date hereof or reduces his/her position, authority, duties, responsibilities or status, in a manner that is materially inconsistent with the positions, authority, duties, responsibilities or status, which the Employee then holds (for the avoidance of doubt, Employee shall be deemed to have an adverse change in Employee’s position, authorities, duties, responsibilities or status, in the event the Employee ceases to have public company reporting responsibilities as a result of the Company ceasing to be publicly-traded following a Change in Control); (iii) any successor to the Company in any merger, consolidation or transfer of assets, as described in Section 8.2, does not expressly assume any material obligation of the Company to the Employee under any agreement or plan pursuant to which the Employee receives benefits or rights; or (iv) the Company changes the Employee’s place of work to a location more than sixty (60) miles from the Employee’s present place of work; provided, however, that the occurrence of any such condition shall not constitute Good Reason unless (A) the Employee provides written notice to the Company of the existence of such condition not later than 60 days after the Employee knows or reasonably should know of the existence of such condition, (B) the Company shall have failed to remedy such condition within 30 days after receipt of such notice and (C) the Employee resigns due to the existence of such condition within 60 days after the expiration of the remedial period described in clause (B) hereof in which such condition remains unremedied.

(4)    “Retirement” shall mean termination of employment, other than for Cause, either (i) at or after age 55 after a minimum of (a) ten (10) years of employment with the Company, or (b) ten (10) years of employment with the Company after applying five (5) years of credit for previous work experience in accordance with Company policy or (ii) at or after age 65. For purposes of determining whether Employee has satisfied the service requirement for Retirement, employment with an entity or business acquired by the Company shall be deemed to be employment with the Company.