Incentive Plan. We have instructed our transfer agent, First Chicago Trust

 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
------------------------------------------------------------------------------------------------------------------ 15-Month 27-Month 39-Month Performance Performance Performance Period Ending Period Ending Period Ending December 31, 1999 December 31, 2000 December 31, 2001 ------------------------------------------------------------------------------------------------------------------ Performance Measure Threshold Target Threshold Target Threshold Target - --------------------------------------------------------------------------------------------------------------------------------- Cumulative EBIT ------------------------------------------------------------------------------------------------------------------ Cumulative Cash Flow ------------------------------------------------------------------------------------------------------------------
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
------------------------------------------------------------------------------------------------------------------ 15-Month 27-Month 39-Month Performance Performance Performance Period Ending Period Ending Period Ending December 31, 1999 December 31, 2000 December 31, 2001 ----------------- ----------------- ----------------- Performance Level Performance Level Performance Level ------------------------------------------------------------------------------------------------------------------ Percent of Shares Released Threshold Target Threshold Target Threshold Target - --------------------------------------------------------------------------------------------------------------------------------- Based upon Cumulative EBIT zero to 13% zero to 32.5%* zero to 65%* ------------------------------------------------------------------------------------------------------------------ Based upon Cumulative Cash Flow zero to 7% zero to 17.5%* zero to 35%* ------------------------------------------------------------------------------------------------------------------
*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,

Basic Info X:

Name: Incentive Plan. We have instructed our transfer agent, First Chicago Trust
Type: trust
Date: March 29, 1999
Company: BALL Corp
State: Indiana

Other info:

Date:

  • September 23 , 1998
  • December 31 , 1999 December 31 , 2000 December 31 , 2001
  • December 31 , 1998
  • September 30 , 1998
  • October 1 , 1998

Organization:

  • Ball Corporation Common Stock
  • First Chicago Trust Company
  • Ball Corporation Metal Beverage Container Operations
  • Performance Performance Performance Period Ending Period Ending Period
  • Threshold Performance and Target Performance
  • Fifteen-Month Performance Period
  • Twenty Seven-Month Performance Period
  • Thirty Nine-Month Performance Period
  • Corporation 's Metal Beverage Container
  • American National Can or Metal Container Corporation

Location:

  • New York

Person:

  • Crown Cork

Percent:

  • 13 %
  • 32.5 %
  • 65 %
  • 7 %
  • 17.5 %
  • 35 %