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$40	Preview Full Doc	2002	Employee Stock Purchase Plan Employee Stock Purchase Plan (25K) Doc #201936: Click preview link for longer preview. CONSTAR INTERNATIONAL INC. EMPLOYEE STOCK PURCHASE PLAN The Constar International Inc. Employee Stock Purchase Plan (the Plan) is intended to provide the eligible employees of Constar International Inc. (the Company) and its participating Subsidiaries a convenient means of purchasing shares of the Companys common stock, par value $.01 per share (the Stock). The Plan is intended to qualify as an employee stock purchase plan under section 423 of the Internal Revenue Code of 1986, as amended (the Code), and shall be administered, interpreted and construed in a manner consistent with the requirements of that section of the Code. ARTICLE I DEFINITIONS 1.1. Account means the bookkeeping account established on behalf of each Participant by the Committee to record payroll deduction contributions made by such Participant and shares of Stock purchased on his behalf. 1.2. Board means the Board of Directors of the Company. 1.3. Business Day means each day on which the principal national securities exchange on which the Stock is listed is open for business. 1.4. Change in Control means: 1 1.4.1. The acquisition, after the Effective Date, by an individual, entity or group (within the meaning of Section 13(d)(3) or 14 (d)(2) of the 1934 Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of more than 30% of the combined voting power of the voting securities of the Company entitled to vote generally in the election of directors (the Voting Securities); provided, however, that the following acquisitions shall not constitute a Change in Control: (i) any acquisition, directly or indirectly, by or from the Company or any Subsidiary of the Company or by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary of the Company, (ii) any acquisition by any underwriter in connection with any firm commitment underwriting of securities to be issued by the Company, or (iii) any acquisition by any corporation if, immediately following such acquisition, 70% or more of the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation (entitled to vote generally in the election of directors), is beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who, immediately prior to such acquisition, were the beneficial owners of the Common Stock and the Voting Securities in substantially the same 2 proportions, respectively, as their ownership, immediately prior to such acquisition, of the Common Stock and Voting Securities; or 1.4.2. The occurrence of, a reorganization, merger or consolidation other than a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the beneficial owners, immediately prior to such reorganization, merger or consolidation, of the Common Stock and Voting Securities beneficially own, directly or indirectly, immediately after such reorganization, merger or consolidation 70% or more of the then outstanding common stock and voting securities (entitled to vote generally in the election of directors) of the corporation resulting from such reorganization, merger or consolidation in substantially the same proportions as their respective ownership, immediately prior to such reorganization, merger or consolidation, of the Common Stock and the Voting Securities; or 1.4.3. The occurrence of, (i) a complete liquidation or substantial dissolution of the Company, or (ii) the sale or other disposition of all or substantially all of the assets of the Company, other than to a subsidiary, wholly-owned, directly or indirectly, by the Company; or 201936	Constar Int'l Constar International Inc. ( Containers & Packaging ) As referenced in this Employee Stock Purchase Plan: constar international – IV> CONSTAR INTERNATIONAL INC. EMPLOYEE STOCK PURCHASE PLAN CONSTAR INTERNATIONAL INC. EMPLOYEE STOCK PURCHASE PLAN & constar international – IV> CONSTAR INTERNATIONAL INC. EMPLOYEE STOCK PURCHASE PLAN CONSTAR INTERNATIONAL INC. EMPLOYEE STOCK PURCHASE PLAN The Constar International Inc. Employee Stock Purchase Plan ( constar international – EMPLOYEE STOCK PURCHASE PLAN CONSTAR INTERNATIONAL INC. EMPLOYEE STOCK PURCHASE PLAN The Constar International Inc. Employee Stock Purchase Plan (the Plan) is intended to provide the eligible employees of constar international – Inc. Employee Stock Purchase Plan (the Plan) is intended to provide the eligible employees of Constar International Inc. (the Company) and its participating Subsidiaries a convenient means of purchasing shares of the constar international – majority of the Board. 1.5. Company 401(k) Plan means the Constar International Inc. 401(k) Retirement Savings Plan. 1.6. Compensation means all regular dt 5953 ; Crown Cork Crown Cork & Seal Company, Inc. ;	Crown Cork Crown Cork & Seal Company, Inc. ( Containers & Packaging )
$39	Preview Full Doc	2004	Non-Employee Directors Equity Incentive Plan Non-Employee Directors Equity Incentive Plan (20K) Doc #201697: Click preview link for longer preview. CONSTAR INTERNATIONAL INC. NON-EMPLOYEE DIRECTORS EQUITY INCENTIVE PLAN CONSTAR INTERNATIONAL INC. NON-EMPLOYEE DIRECTORS EQUITY INCENTIVE PLAN INTRODUCTION Effective November 21, 2002, the Company adopted the Constar International Inc. 2002 Non-Employee Directors Stock Option Plan (the Plan) for the benefit of its eligible Non-Employee Directors. In order that the Company may continue to attract high quality Non-Employee Directors and in order to increase the Companys flexibility in the compensation of its Non-Employee Directors, the Company hereby amends and restates the Plan (including changing the Plans name) effective April 30, 2003, as follows. 1. Purpose of the Plan The purpose of the Plan is to promote the interests of the Company by attracting and retaining valued Non-Employee Directors, and to motivate these individuals to exercise their best efforts on our behalf, and to encourage ownership of the Companys stock by such directors. 2. Definitions 2.1 Award means a grant of Options or Restricted Stock under the Plan. 2.2 Board means the Board of Directors of the Company. 2.3 Change in Control means: (i) The acquisition, after the effective date of the Plan, by an individual, entity or group (within the meaning of Section 13(d)(3) or 14 (d)(2) of the 1934 Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of more than 30% of the combined voting power of the voting securities of the Company entitled to vote generally in the election of directors (the Voting Securities); provided, however, that the following acquisitions shall not constitute a Change in Control: (a) any acquisition, directly or indirectly, by or from the Company or any Subsidiary of the Company, or by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary of the Company, (b) any acquisition by any underwriter in connection with any firm commitment underwriting of securities to be issued by the Company, or (c) any acquisition by any corporation if, immediately following such acquisition, 70% or more of the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation (entitled to vote generally in the election of directors), is beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who, immediately prior to such acquisition, were the beneficial owners of the then outstanding Common Stock and the Voting Securities in substantially the same proportions, respectively, as their ownership, immediately prior to such acquisition, of the Common Stock and Voting Securities; or 201697	Constar Int'l Constar International Inc. ( Containers & Packaging ) As referenced in this Non-Employee Directors Equity Incentive Plan: constar international – MARGIN-BOTTOM: 0px"> CONSTAR INTERNATIONAL INC. NON-EMPLOYEE DIRECTORS EQUITY INCENTIVE PLAN CONSTAR INTERNATIONAL INC. NON-EMPLOYEE DIRECTORS constar international – MARGIN-BOTTOM: 0px"> CONSTAR INTERNATIONAL INC. NON-EMPLOYEE DIRECTORS EQUITY INCENTIVE PLAN CONSTAR INTERNATIONAL INC. NON-EMPLOYEE DIRECTORS EQUITY INCENTIVE PLAN INTRODUCTION Effective November 21, 2002, constar international – DIRECTORS EQUITY INCENTIVE PLAN INTRODUCTION Effective November 21, 2002, the Company adopted the Constar International Inc. 2002 Non-Employee Directors Stock Option Plan (the Plan) for the benefit of its constar international – or other securities resulting from the application of Section 8. 2.7 Company means Constar International Inc., a Delaware corporation, or any successor corporation. 2.8 Disability means a physical constar international – who meets the eligibility criteria of Section 3. -5- 2.16 Plan means the Constar International Inc. Non-Employee Directors Equity Incentive Plan (previously known as the Constar International Inc. 2002 dt 5789
$42	Preview Full Doc	2004	Annual Incentive & Management Stock Purchase Plan Annual Incentive & Management Stock Purchase Plan (42K) Doc #201703: Click preview link for longer preview. CONSTAR INTERNATIONAL INC. ANNUAL INCENTIVE & MANAGEMENT STOCK PURCHASE PLAN ARTICLE I PURPOSES AND EFFECTIVE DATE 1.1. Purposes. The purposes of the Plan are to attract and retain highly-qualified executives, to align executive and stockholder long-term interests by creating a direct link between annual incentive executive compensation and stockholder return and to enable executives to acquire stock so that they may develop and maintain a substantial stock ownership position in the Company. The Plan is an unfunded plan that is not intended to be (i) subject to Parts 2, 3 or 4 of Title I, Subtitle B of the Employee Retirement Income Security Act of 1974, as amended (ERISA) or (ii) qualified under section 401(a) of the Code. 1.2. Effective Date. The Plan is effective January 1, 2003. ARTICLE II DEFINITIONS As used herein, the following terms shall have the following meanings: 2.1. Account means the bookkeeping reserve account established and maintained for each Participant for purposes of determining the amount payable to the Participant pursuant to the Plan; each Account shall consist of a Deferral Sub-Account, a Matching Sub-Account and such other subaccounts as are necessary or desirable in the opinion of the Committee for the convenient administration of the Plan. The establishment of an -1- Account shall not require segregation of any funds of the Company or the Employer or provide any Participant with any rights to any assets of the Company or the Employer, except as a general creditor thereof. A Participant shall have no right to receive payment of any amount credited to the Participants Account except as expressly provided under the Plan. 2.2. Approved Distribution Date means a date after a Participants Normal Distribution Date that has been approved by the Committee on which distribution of the value of a Tranche of Restricted Stock Units will be made in accordance with Section 9.3. 2.3. Award Opportunity means the various levels of incentive awards, which a Participant may earn under the Plan, as established by the Committee pursuant to Article IV. 2.4. Base Salary means the regular base salary earned by a Participant during the Plan Year prior to any salary reduction contributions made to any of the Companys deferred compensation plans, except as otherwise determined by the Committee in its sole discretion. 2.5. Beneficiary means the person(s), trust(s) or other entities, the Participant designates, in accordance with procedures established by the Committee, to receive any benefits under the Plan after the death of the Participant. If the Participant has not designated a Beneficiary, or if no Beneficiary survives the Participant, the aggregate amount then credited to the Participants Account shall be paid in a single sum to the Participants estate. -2- 2.6. Board means the Board of Directors of the Company or, if the Board so directs, the Committee acting on behalf of the Board in the exercise of any and all powers and duties of the Board pursuant to this Plan. 2.7. Bonus means the annual performance bonus payable by the Employer to a Participant under the Plan, as determined by the Committee after the end of such Plan Year. 2.8. Cause means (a) a Participant, in carrying out his duties for the Employer, engages in gross misconduct or gross negligence resulting in a material adverse effect on the Employer, (b) a Participant embezzles any amount of the Employers assets, (c) a Participant is convicted (including a plea of guilty or nolo contendere) of a felony involving moral turpitude, (d) a Participants breach of any restrictive covenant agreed to with the Employer, or (e) a Participants willful and material failure to follow the lawful instructions of the Board. For purposes of this Section 2.8, no act, or failure to act, on the Participants part shall be considered willful unless done, or omitted to be done, by him in bad faith and without reasonable belief that his action or omission was in the best interest of the Employer. Any act or omission to act by the Participant in reliance upon an opinion of counsel to the Employer shall not be deemed to be willful. 2.9. Change in Control means: (a) the acquisition, after the effective date of the Plan, by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the -3- Exchange Act) of more than 30% of the combined voting power of the voting securities of the Company entitled to vote generally in the election of directors (the Voting Securities); provided, however, that the following acquisitions shall not constitute a Change in Control: (a) any acquisition, directly or indirectly by or from the Company or any Subsidiary, or by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (b) any acquisition by any underwriter in connection with any firm commitment underwriting of securities to be issued by the Company, or (c) any acquisition by any corporation if, immediately following such acquisition, 70% or more of the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation (entitled to vote generally in the election of directors), are beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who, immediately prior to such acquisition, were the beneficial owners of the then outstanding Stock of the Company and the Voting Securities in substantially the same proportions, respectively, as their ownership, immediately prior to such acquisition, of the Stock and Voting Securities; or (b) The occurrence, after the effective date of the Plan, of a reorganization, merger or consolidation, other than a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the beneficial owners, immediately prior to such reorganization, merger or consolidation, of the Stock and Voting Securities beneficially own, directly or indirectly, immediately after such reorganization, merger or consolidation 70% or more of the then outstanding common stock and voting securities (entitled to vote generally in the election of directors) of the corporation 201703	Constar Int'l Constar International Inc. ( Containers & Packaging ) As referenced in this Annual Incentive & Management Stock Purchase Plan: constar international – e="MARGIN-TOP: 0px; MARGIN-BOTTOM: 0px"> CONSTAR INTERNATIONAL INC. ANNUAL INCENTIVE & MANAGEMENT STOCK PURCHASE PLAN CONSTAR INTERNATIONAL INC. ANNUAL INCENTIVE & constar international – MARGIN-BOTTOM: 0px"> CONSTAR INTERNATIONAL INC. ANNUAL INCENTIVE & MANAGEMENT STOCK PURCHASE PLAN CONSTAR INTERNATIONAL INC. ANNUAL INCENTIVE & MANAGEMENT STOCK PURCHASE PLAN TABLE OF CONTENTS ARTICLE I constar international – 25 14.11. Other Plans. 25 -ii- CONSTAR INTERNATIONAL INC. ANNUAL INCENTIVE & MANAGEMENT STOCK PURCHASE PLAN ARTICLE I PURPOSES AND EFFECTIVE constar international – of the Code, as amended from time to time. -5- 2.12. Company means Constar International Inc., a corporation organized under the laws of the State of Delaware, or any successor constar international – will be made in accordance with Section 9.1. 2.20. Plan means the Constar International Inc. Annual Incentive & Management Stock Purchase Plan as set forth herein and as amended dt 5794
$34	Preview Full Doc	2002	Non-Employee Directors Stock Option Plan [2002] Non-Employee Directors Stock Option Plan [2002] (16K) Doc #203114: Click preview link for longer preview. CONSTAR INTERNATIONAL INC. 2002 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN 1. Purpose of the Plan The purpose of the Plan is to promote the interests of the Company by attracting and retaining valued Non-Employee Directors, and to motivate these individuals to exercise their best efforts on our behalf, and to encourage ownership of the Companys stock by such directors. 2. Definitions 2.1 Board means the Board of Directors of the Company. 2.2 Change in Control means: (i) The acquisition, after the effective date of the Plan, by an individual, entity or group (within the meaning of Section 13(d)(3) or 14 (d)(2) of the 1934 Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of more than 30% of the combined voting power of the voting securities of the Company entitled to vote generally in the election of directors (the Voting Securities); provided, however, that the following acquisitions shall not constitute a Change in Control: (a) any acquisition, directly or indirectly, by or from the Company or any Subsidiary of the Company, or by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary of the Company, (b) any acquisition by any underwriter in connection with any firm commitment underwriting of securities to be issued by the Company, or (c) any acquisition by any corporation if, immediately following such acquisition, 70% or more of the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation (entitled to vote generally in the election of directors), is beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who, immediately prior to such acquisition, were the beneficial owners of the Common Stock and the Voting Securities in substantially the same proportions, respectively, as their ownership, immediately prior to such acquisition, of the Common Stock and Voting Securities; or (ii) The occurrence of, a reorganization, merger or consolidation other than a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the beneficial owners, immediately prior to such reorganization, merger or consolidation, of the Common Stock and Voting Securities beneficially own, directly or indirectly, immediately after such reorganization, merger or consolidation 70% or more of the then outstanding common stock and voting securities (entitled to vote generally in the election of directors) of the corporation resulting from such reorganization, merger or consolidation in substantially the same proportions as their respective 203114	Constar Int'l Constar International Inc. ( Containers & Packaging ) As referenced in this Non-Employee Directors Stock Option Plan [2002]: CONSTAR INTERNATIONAL – Prepared by R.R. Donnelley Financial -- 2002 Non-Employee Directors Stock Option Plan EX-10.22 15 dex1022.htm 2002 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN Exhibit 10.22 CONSTAR INTERNATIONAL INC. 2002 NON-EMPLOYEE DIRECTORS? STOCK OPTION PLAN CONSTAR INTERNATIONAL INC. 2002 NON-EMPLOYEE DIRECTORS? STOCK OPTION PLAN 1. Purpose of the Plan The purpose of the Plan is to _____________ CONSTAR INTERNATIONAL – Directors Stock Option Plan EX-10.22 15 dex1022.htm 2002 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN Exhibit 10.22 CONSTAR INTERNATIONAL INC. 2002 NON-EMPLOYEE DIRECTORS? STOCK OPTION PLAN CONSTAR INTERNATIONAL INC. 2002 NON-EMPLOYEE DIRECTORS? STOCK OPTION PLAN 1. Purpose of the Plan The purpose of the Plan is to promote the interests of the Company by attracting and retaining _____________ Constar International – of the Company, par value $.01 per share, or such other class or kind of shares or other securities resulting from the application of Section 7. 2.6 ?Company? means Constar International Inc., a Delaware corporation, or any successor corporation. 2.7 ?Fair Market Value? means, on any given date, the closing price of a share of Common Stock on the principal _____________ Constar International – a specified period of time at a stated price. 2.13 ?Participant? means a Non-Employee Director who meets the eligibility criteria of Section 3. 2.14 ?Plan? means the Constar International Inc. 2002 Non-Employee Directors? Stock Option Plan herein set forth, as amended from time to time. 2.15 ?Subsidiary? means any corporation (other than the Company) in an unbroken _____________ CONSTAR INTERNATIONAL – such amendment. * * * * * * 12 To record the adoption of the Plan, the Company has caused its authorized officers to affix its corporate name and seal this day of , 2002. [CORPORATE SEAL] CONSTAR INTERNATIONAL INC. Attest: By: 13 _____________ dt 1848499 ; Crown Cork Crown Cork & Seal Company, Inc. ;	Crown Cork Crown Cork & Seal Company, Inc. ( Containers & Packaging )
$34	Preview Full Doc	2002	Short-Term Incentive Plan Short-Term Incentive Plan (18K) Doc #203116: Click preview link for longer preview. CONSTAR INTERNATIONAL INC. SHORT-TERM INCENTIVE PLAN SECTION 1. ESTABLISHMENT AND PURPOSE 1.1 Effective Date and Establishment of the Plan. The Company hereby establishes the Constar International Inc. Short-Term Incentive Plan, as amended from time to time, to permit the awarding of bonuses to eligible Employees, based on the achievement of certain pre-established performance goals. Subject to approval by the stockholders of the Company, the Plan shall become effective as of and shall continue until terminated by the Company pursuant to Section 9. No bonus shall be made pursuant to the Plan after its termination date; provided that bonuses granted prior to the termination date may extend and be paid beyond that date. 1.2 Purpose. The purposes of the Plan are to (i) align compensation with key financial and business plan objectives, (ii) enhance shareholder value, (iii) communicate the drivers of success of the business, (iv) focus on pay-for-performance, (v) provide participants with an incentive for excellence in individual performance and to promote teamwork among participants, and (vi) allow participants to share in the success of the Company. The Plan is intended to secure the full deductibility of incentive awards payable to the Executive Officers. All compensation payable under this Plan to Executive Officers is intended to be deductible by the Company under Section 162(m) of the Code. SECTION 2. DEFINITIONS As used in the Plan, the following terms shall have the meanings set forth below (unless otherwise expressly provided). Award Opportunity means the various levels of incentive awards which a Participant may earn under the Plan, as established by the Committee pursuant to Section 5.1. Base Salary shall mean the regular base salary earned by a Participant during the Plan Year prior to any salary reduction contributions made to any of the Companys deferred compensation plans, except as otherwise determined by the Committee in its sole discretion. Board means the Board of Directors of the Company. Code means the Internal Revenue Code of 1986, as amended. Committee means the Compensation Committee of the Board, provided that such committee shall consist of two (2) or more individuals, appointed by the Board to administer the Plan, pursuant to Section 3, who are outside directors to the extent required by and within the meaning of Section 162(m) of the Code, as amended from time to time. 203116	Constar Int'l Constar International Inc. ( Containers & Packaging ) As referenced in this Short-Term Incentive Plan: CONSTAR INTERNATIONAL – Prepared by R.R. Donnelley Financial -- Constar Internl Inc. Short-Term Incentive Plan EX-10.28 17 dex1028.htm CONSTAR INTERNL INC. SHORT-TERM INCENTIVE PLAN EXHIBIT 10.28 CONSTAR INTERNATIONAL INC. SHORT-TERM INCENTIVE PLAN SECTION 1. ESTABLISHMENT AND PURPOSE 1.1 Effective Date and Establishment of the Plan. The Company hereby establishes the Constar International Inc. Short-Term Incentive _____________ Constar International – PLAN EXHIBIT 10.28 CONSTAR INTERNATIONAL INC. SHORT-TERM INCENTIVE PLAN SECTION 1. ESTABLISHMENT AND PURPOSE 1.1 Effective Date and Establishment of the Plan. The Company hereby establishes the Constar International Inc. Short-Term Incentive Plan, as amended from time to time, to permit the awarding of bonuses to eligible Employees, based on the achievement of certain pre-established performance goals. _____________ Constar International – 3, who are ?outside directors? to the extent required by and within the meaning of Section 162(m) of the Code, as amended from time to time. 1 ?Company? means Constar International Inc. a corporation organized under the laws of the State of Delaware, and any successor thereto. ?Disability? means an Employee?s inability to render, for a period of six consecutive _____________ Constar International – such as a business unit, subsidiary, organizational unit, division or other such segmentation. ?Participant? means an Employee who is participating in the Plan pursuant to Section 4. ?Plan? means the Constar International Inc. Short-Term Incentive Plan, as amended from time to time. ?Plan Year? means the Company?s fiscal year, commencing on each January 1 and ending on each December 31; _____________ CONSTAR INTERNATIONAL – to any Subsidiary. To record the adoption of the Plan, the Company has caused its authorized officers to affix its corporation name and seal this day of , 2002. [CORPORATE SEAL] CONSTAR INTERNATIONAL INC. Attest: By: 7 _____________ dt 1848500
$36	Preview Full Doc	2002	Stock-Based Incentive Compensation Plan [2002] Stock-Based Incentive Compensation Plan [2002] (39K) Doc #203115: Click preview link for longer preview. CONSTAR INTERNATIONAL INC. 2002 STOCK-BASED INCENTIVE COMPENSATION PLAN 1. Purpose of the Plan The purpose of the Plan is to assist the Company in attracting and retaining valued employees by offering them a greater stake in the Companys success and a closer identity with it, and to encourage ownership of the Companys stock by such employees. 2. Definitions 2.1 Award means an award of Deferred Stock, Restricted Stock, Options or SARs under the Plan. 2.2 Board means the Board of Directors of the Company. 2.3 Cause means: (i) the Employees gross misconduct or gross negligence in connection with the performance of the Employees duties that results in any adverse effect on the Company; (ii) the Employee embezzles any amount of the Companys assets; (iii) the Employees conviction of, or a plea of nolo contendre to, a felony involving moral turpitude; (iv) the Employees engaging in any business that directly or indirectly competes with the Company or the disclosure of trade secrets, customer lists or confidential information of the Company to a competitor or unauthorized person; or (v) the Employees failure to follow the lawful instructions of the Board 2.4 Change in Control means: (i) The acquisition, after the effective date of the Plan, by an individual, entity or group (within the meaning of Section 13(d)(3) or 14 (d)(2) of the 1934 Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of more than 30% of the combined voting power of the voting securities of the Company entitled to vote generally in the election of directors (the Voting Securities); provided, however, that the following acquisitions shall not constitute a Change in Control: (a) any acquisition, directly or indirectly, by or from the Company or any Subsidiary of the Company, or by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary of the Company, (b) any acquisition by any underwriter in connection with any firm commitment underwriting of securities to be issued by the Company, or (c) any acquisition by any corporation if, immediately following such acquisition, 70% or more of the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation (entitled to vote generally in the election of directors), is beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who, immediately prior to such acquisition, were the beneficial owners of the Common Stock and the Voting Securities in substantially the same proportions, respectively, as their ownership, immediately prior to such acquisition, of the Common Stock and Voting Securities; or (ii) The occurrence of, a reorganization, merger or consolidation other than a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the beneficial owners, immediately prior to such reorganization, merger or consolidation, of the Common Stock and Voting Securities beneficially own, directly or indirectly, immediately after such reorganization, merger or consolidation 70% or more of the then outstanding common stock and voting securities (entitled 203115	Constar Int'l Constar International Inc. ( Containers & Packaging ) As referenced in this Stock-Based Incentive Compensation Plan [2002]: constar international – DIV> CONSTAR INTERNATIONAL INC. 2002 STOCK-BASED INCENTIVE COMPENSATION PLAN CONSTAR INTERNATIONAL INC. 2002 constar international – DIV> CONSTAR INTERNATIONAL INC. 2002 STOCK-BASED INCENTIVE COMPENSATION PLAN CONSTAR INTERNATIONAL INC. 2002 STOCK-BASED INCENTIVE COMPENSATION PLAN 1. Purpose constar international – securities resulting from the application of Section 10. 2.8 Company means Constar International Inc., a Delaware corporation, or any successor corporation. 2.9 Deferred Stock constar international – of the Code and the regulations thereunder. 2.21 Plan means the Constar International Inc. 2002 Stock-Based Incentive Compensation Plan herein set forth, as amended from time to constar international – nbsp; , 2002. [CORPORATE SEAL] CONSTAR INTERNATIONAL INC. Attest: & dt 6063
$40	Preview Full Doc	2004	Supplemental Executive Retirement Plan Supplemental Executive Retirement Plan (24K) Doc #201702: Click preview link for longer preview. Constar International Inc. Supplemental Executive Retirement Plan This is the Constar International Inc. Supplemental Executive Retirement Plan, effective as of January 1, 2003 (the Plan), established by Constar International Inc., a Delaware corporation (the Company) for itself and its affiliates to provide supplemental retirement benefits for certain employees and officers. The Plan is intended to be unfunded for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended, and is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees. ARTICLE I DEFINITIONS. 1.1. Board of Directors means the Board of Directors of Constar International Inc. 1.2. Cause means (a) the Participant, in carrying out his duties for the Company, engages in gross misconduct or gross negligence resulting in a material adverse effect on the Company, (b) the Participant embezzles any amount of the Companys assets, (c) the Participant is convicted (including a plea of guilty or nolo contendere) of a felony involving moral turpitude, (d) the Participant breaches any restrictive covenant that he agreed to under the terms of his employment agreement with the Company, if applicable, or (e) the Participants willful and material failure to follow the lawful instructions of the Companys Board of Directors (that are consistent with his duties to the Company). For purposes of this Section 1.2, no act, or failure to act, on the Participants part shall be considered willful unless done, or omitted to be done, by him in bad faith and without reasonable belief that his action or omission was in the best interest of the Company. Any act or omission to act by the Participant in reliance upon an opinion of counsel to the Company shall not be deemed to be willful. 1.3. Change in Control means: 1.3.1. The acquisition, after the effective date of the Plan, by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the Exchange Act)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 30% of the combined voting power of the voting securities of the Company entitled to vote generally in the election of directors (the Voting Securities); provided, however, that the following acquisitions shall not constitute a Change in Control: (a) any acquisition, directly or indirectly, by or from the Company or any subsidiary of the Company, or by any employee benefit plan (or related trust) sponsored or maintained by the Company or any subsidiary of the Company, (b) any acquisition by any underwriter in connection with any firm commitment underwriting of securities to be issued by the Company, or (c) any acquisition by any corporation if, immediately following such acquisition, 70% or more of the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation (entitled to vote generally in the election of directors), are beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who, immediately prior to such acquisition, were the beneficial owners of the then outstanding common stock of the Company (Common Stock) and the Voting Securities in substantially the same proportions, respectively, as their ownership, immediately prior to such acquisition, of the Common Stock and Voting Securities; or 1.3.2. The occurrence after the effective date of the Plan of a reorganization, merger or consolidation other than a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the beneficial owners, immediately prior to such reorganization, merger or consolidation, of the Common Stock and Voting Securities beneficially own, directly or indirectly, immediately after such reorganization, merger or consolidation 70% or more of the then outstanding common stock and voting securities (entitled to vote generally in the election of directors) of the corporation resulting from such reorganization, merger or consolidation in substantially the same proportions as their respective ownership, immediately prior to such reorganization, merger or consolidation, of the Common Stock and the Voting Securities; or 1.3.3. The occurrence after the effective date of the Plan of (a) a complete liquidation or substantial dissolution of the Company, or (b) the sale or other disposition of all or substantially all of the assets of the Company, in each case other than to a subsidiary, wholly-owned, directly or indirectly, by the Company or to a holding company of which the Company is a direct or indirect wholly owned subsidiary prior to such transaction; or 1.3.4. During any period of twenty-four (24) consecutive months commencing after the effective date of the Plan, the individuals at the beginning of any such period who constitute the Board of Directors and any new director (other than a director designated by a person or entity who has entered into an agreement with the Company or other person or entity to effect a transaction described in Sections 1.3.1, 1.3.2 or 1.3.3 above) whose election by the Board of Directors or nomination for election by the Companys stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of any such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors. Notwithstanding the above, a Change in Control shall not include any event, circumstance or transaction which results from the action of any entity or group which includes, is affiliated with or is wholly or partially controlled by one or more executive officers of the Company and in which the Participant participates. 1.4. Code means the Internal Revenue Code of 1986, as amended. 1.5. Code Section 401(a)(17) Limit means the limit under section 401(a)(17) of the Code or any successor provision of law on the annual compensation that may be taken into account under a retirement plan qualified under section 401(a) of the Code, as adjusted from time to time. 1.6. Code Section 415 Limit means any limit under section 415 of the Code or any successor provision of law on the amount of annual benefits payable under a defined benefit plan (as defined in section 415 of the Code), as adjusted from time to time. 201702	Constar Int'l Constar International Inc. ( Containers & Packaging ) As referenced in this Supplemental Executive Retirement Plan: constar international – : 0px"> CONSTAR INTERNATIONAL INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Constar International Inc. Supplemental Executive Retirement Plan & constar international – : 0px"> CONSTAR INTERNATIONAL INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Constar International Inc. Supplemental Executive Retirement Plan TABLE OF CONTENTS Page constar international – HEADINGS. 8 ARTICLE XV NUMBER AND GENDER. 8 -i- Constar International Inc. Supplemental Executive Retirement Plan This is the Constar International Inc. Supplemental Executive constar international – nbsp; -i- Constar International Inc. Supplemental Executive Retirement Plan This is the Constar International Inc. Supplemental Executive Retirement Plan, effective as of January 1, 2003 (the Plan), established by constar international – Inc. Supplemental Executive Retirement Plan, effective as of January 1, 2003 (the Plan), established by Constar International Inc., a Delaware corporation (the Company) for itself and its affiliates to provide supplemental retirement dt 5793 ; Crown Cork Crown Cork & Seal Company, Inc. ;	Crown Cork Crown Cork & Seal Company, Inc. ( Containers & Packaging )

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