Amendment No. 1 to Avery Dennison Corporation Employee Stock Option and Incentive Plan
This amendment updates the Avery Dennison Corporation Employee Stock Option and Incentive Plan, effective December 4, 2003. It clarifies that the Board may amend, suspend, or terminate the plan before a change of control, but cannot impair existing awardees' rights without their consent. Additionally, any material changes to the plan require stockholder approval. All other terms of the plan remain unchanged.
EXHIBIT 10.19.4
AMENDMENT No. 1 to
AVERY DENNISON CORPORATION
EMPLOYEE STOCK OPTION AND INCENTIVE PLAN
The Employee Stock Option and Incentive Plan, as amended and restated (the “Plan”), and as approved by the stockholders on April 24, 2003, is hereby amended effective December 4, 2003, as follows:
1. The first paragraph of Article 12.4 “Amendment, Suspension, or Termination of this Plan” is amended to read as follows:
“The Board may amend, suspend or terminate the Plan at any time prior to a Change of Control, but no such amendment, suspension or termination shall impair the rights of Awardees under Awards previously granted without the Awardee’s consent, and provided further that no material amendments will be made to the terms of the Plan without the approval of the Company’s stockholders.”
2. All other terms and conditions of the Plan remain in full force and effect.
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