Form 8-K - Acquisition-Related, Special Incentive Plan
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(D) of the
Securities
Exchange Act of 1934
April 26,
2006
(Date
of
earliest event reported)
BALL
CORPORATION
(Exact
name of Registrant as specified in its charter)
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Indiana
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1-7349
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35-0160610
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(State
of
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(Commission
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(IRS
Employer
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Incorporation)
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File
No.)
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Identification
No.)
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10 Longs
Peak Drive, P.O. Box 5000, Broomfield, CO 80021-2510
(Address
of principal executive offices, including ZIP Code)
(303)
469-3131
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Ball
Corporation
Current
Report on Form 8-K
Dated
May 2,
2006
Item 1.01.
Entry Into a Material Definitive Agreement
On
April 26, 2006, the Human Resources Committee (the “Committee”) of the
Board of Directors (the “Board”) of Ball Corporation (the “Company”) took the
following actions which were approved by the Board:
The
Committee approved the Acquisition-Related, Special Incentive Plan - Combined
Metal Food & Household Products Packaging Division and Plastics Packaging
Division (the “Plan”) incentive compensation plan. The program is available to
selected executives and senior managers who are in a position to impact
significantly the successful integration of U.S. Can and Alcan Plastics into
the
Company’s business and to enhance and sustain the success of the Company’s other
business units while the integration efforts proceed.
The
Plan
will pay the participant an amount of money determined in accordance with the
provisions of the Plan, if (and only if) (i) the combination of the
Company’s metal food and household products packaging division and plastics
packaging division (“combined divisions”) exceeds certain EBIT or cash flow
goals for a performance period (as such terms are defined below), and
(ii) the participant is continuously employed full-time by the Company from
the effective date of the Plan, January 1, 2006, until the close of such
performance period in his or her current position or another position eligible
for inclusion in this Plan.
The
12-month performance period means a period beginning January 1, 2006, and
ending on December 31, 2006. The 24-month performance period means the
period beginning on January 1, 2006, and ending on December 31, 2007.
The 36-month performance period means the period that begins on January 1,
2006, and ends on December 31, 2008.
Cumulative
EBIT and cumulative cash flow shall be based on the results of the combined
divisions measured from January 1, 2006, to the end of the relevant
performance period. The Company’s Chief Financial Officer shall make all
determinations related to the final EBIT and cash flow calculations under the
Plan.
The
Plan
shall provide for the payment of a special incentive factor based upon a
percentage of the participant’s average annual base salary earned in calendar
years 2006, 2007 and 2008. Actual awards under the Plan may range from 0 to
150%
of a participant’s special incentive factor and are based upon certain
achievement goals that have been set by the Committee.
The
Committee shall administer and interpret the Plan and its decision shall be
final, binding and conclusive.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
BALL
CORPORATION
(Registrant)
By:
/s/
Raymond J. Seabrook
Name: Raymond J. Seabrook
Title: Executive
Vice President and Chief
Financial Officer
Date:
May 2,
2006