EMPLOYMENT AGREEMENT
Exhibit 10.1
Execution Copy
AGREEMENT, dated as of September 11, 2006 (the “Agreement”), between Altivity
Packaging, LLC (the “Company”), and Xxxxxx Xxxxxxxxxx (the “Executive”).
WHEREAS, the Company desires that the Executive serve the Company as its Executive Vice
President on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other
good and valuable consideration, the parties agree as follows:
1. Employment, Duties and Agreements.
(a) The Company hereby agrees to employ the Executive as its Executive Vice President, and the
Executive hereby accepts such position and agrees to serve the Company in such capacity during the
employment period fixed by Section 3 hereof (the “Employment Period”). The Executive shall
have such duties and responsibilities as are consistent with the Executive’s position and as may be
assigned by the Company from time to time. During the Employment Period, the Executive shall be
subject to, and shall act in accordance with, all reasonable instructions and directions and all
applicable policies and rules of the Company.
(b) During the Employment Period, excluding any periods of vacation and sick leave to which
the Executive is entitled, the Executive shall devote his full working time, energy and attention
to the performance of his duties and responsibilities hereunder and shall faithfully and diligently
endeavor to promote the business and best interests of the Company.
(c) During the Employment Period, the Executive may not, without the prior written consent of
the Company, directly or indirectly, operate, participate in the management, operations or control
of, or act as an executive, officer, consultant, agent or representative of, any type of business
or service (other than as an executive of the Company), provided that it shall not be a violation
of the foregoing for the Executive to manage his personal, financial and legal affairs so long as
such activities do not interfere with the performance of his duties and responsibilities to the
Company as provided hereunder.
2. Compensation.
(a) As compensation for the agreements made by the Executive herein and the performance by the
Executive of his obligations hereunder, during the Employment Period, the Company shall pay the
Executive, pursuant to the Company’s normal and customary payroll procedures, a base salary at the
rate of $450,000 per annum, (the “Base Salary”).
(b) In addition to the Base Salary, during the Employment Period, the Executive shall be
eligible to participate in the annual incentive plan (the “AIP”) established and approved
by the Company’s Board of Directors (the “Board”) and, pursuant to the AIP, the Executive
may earn an annual bonus (the “Annual Bonus”) in each fiscal year during the Employment
Period, with a target Annual Bonus of 75% of Base Salary up to a maximum of 150% of Base Salary,
based on the achievement of
annual performance objectives as set forth in the AIP; provided that the Annual Bonus
with respect to fiscal year 2006 shall be at least $126,562.50 and the Annual Bonus with respect to
fiscal year 2007 shall be at least $168,750.00; and provided, further, that the
Executive’s entitlement to an Annual Bonus shall be subject in all cases to the Executive’s
employment with the Company through the applicable payment date for any such Annual Bonus.
(c) As soon as practicable after the Effective Date, the Company will pay the Executive a
signing bonus of $125,000 (the “Signing Bonus”); provided that in the event the
Executive terminates his employment with the Company for any reason, or the Executive’s employment
is terminated for Cause (as provided herein) within the two-year period following the Effective
Date, the Executive agrees to repay, on the date of such termination, the entire amount of the
Signing Bonus in immediately available funds (“Clawback”). The Company reserves the right
to offset the Executive’s obligation to repay all or a portion of the Signing Bonus as provided in
the preceding sentence against any amounts due to the Executive from the Company; provided
that such offset shall not be the sole remedy of the Company in enforcing the Clawback.
(d) As soon as practicable after the Effective Date, the Company will grant the Executive
options (the “Options”) to purchase 315,000 membership units of the Company (the
“Units”) at an exercise price of $10 per Unit. The specific terms and conditions governing
all aspects of the Options shall be provided in separate grant agreements and any relevant plan
documents (collectively, the “Option Agreements”). The Options shall be comprised of the
following two tranches: (1) 66.67% of the Options (the “Time-Based Options”) will vest and
become exercisable in equal annual installments of 20% over a five-year period, subject to the
Executive’s continued employment with the Company through the applicable vesting date and (2)
33.33% of the stock options (the “Performance-Based Options”) will vest and become
exercisable only upon the achievement by the Company of the following performance targets, in each
case, subject to the Executive’s continued employment with the Company through the applicable
vesting date: (A) 50% of the Performance-Based Options will vest upon the occurrence of any
liquidity event in connection with which TPG Partners IV, L.P. and TPG Partners V, L.P. (together,
“TPG”) realize a multiple of money (“MoM”) of at least 2.0x its initial investment
in the Company, as determined by the Board in good faith against a pre-determined specific
measurement, and (B) the remaining 50% of the Performance-Based Options will vest upon the
occurrence of any liquidity event in connection with which TPG realizes an MoM of at least 3.0x its
initial investment in the Company, as determined by the Board in good faith against a
pre-determined specific measurement.
Notwithstanding the foregoing, in the event the Company terminates the Executive’s employment
without Cause (as defined in Section 3 below) within the two-year period following a Change of
Control (as defined in the applicable Option Agreement) the unvested portion of the Time-Based
Options shall become immediately exercisable. Upon any termination of the Executive’s employment,
any Options that are not vested and exercisable as of such termination and that do not become
vested and exercisable as a result of such termination shall automatically expire on the Date of
Termination (as defined in Section 4 below). Any Options that have become vested and exercisable
as of (or that become exercisable as a result of) the Date of Termination shall expire on the
earlier of (i) ninety (90) days after the date the Executive’s employment is terminated for any
reason other than Cause, death or Disability; (ii) one year after the date the Executive’s
employment is terminated by reason of death or Disability; (iii) the commencement of business on
the date the Executive’s employment is terminated for Cause; or (iv) the seventh anniversary of the
grant date. All Options that are outstanding as of the seventh anniversary of the grant date will
expire on such date.
2
(e) On or before January 31, 2007 the Executive will be permitted to invest up to four hundred
and fifty thousand ($450,000) to purchase Units of the Company at a price of $10 per Unit.
(f) The purchase of any Units upon the exercise of the Options, or any other purchase or
issuance of Units contemplated by this Agreement, will be subject to the Executive’s execution of a
Management Stockholders’ Agreement for the Company in such form as provided by the Company (the
“Management Stockholders’ Agreement” and, together with the Option Agreements, the
“Equity Agreements”) for the Company, which will include, among other things, (1)
restrictions on transfer of the Units and call rights by the Company, (2) certain drag-along and
tag-along rights and obligations, (3) certain lock-up rights in connection with any underwritten
public offering of equity securities of the Company or any affiliate and (4) that Executive make
such representations and execute such documents as the Company determines are reasonably necessary
or appropriate to comply with any applicable securities or tax law requirements, to qualify for any
exemption from any applicable securities laws or to ensure Executive’s compliance with his
obligations under the Management Stockholders’ Agreement.
(g) During the Employment Period: (i) except as specifically provided herein, the Executive
shall be entitled to participate in all savings and retirement plans, practices, policies and
programs of the Company which are made available generally to other executive officers of the
Company, and (ii) except as specifically provided herein, the Executive and/or the Executive’s
family, as the case may be, shall be eligible for participation in, and shall receive all benefits
under, all welfare benefit plans, practices, policies and programs (including the Company’s
disability plan) provided by the Company which are made available generally to other executive
officers of the Company (for the avoidance of doubt, such plans, practices, policies or programs
shall not include any plan, practice, policy or program which provides benefits in the nature of
severance or continuation pay).
(h) The Company shall reimburse the Executive for all reasonable business expenses upon the
presentation of statements of such expenses in accordance with the Company’s policies and
procedures now in force or as such policies and procedures may be modified with respect to all
senior executive officers of the Company.
(i) The Company shall, within 30 days after the Effective Date, reimburse the Executive for
the Executive’s reasonable moving expenses and other miscellaneous costs in relocating his primary
residence to the Chicago, Illinois area. In addition, the Company shall reimburse the Executive
for reasonable travel expenses incurred in moving himself and his immediate family to the Chicago,
Illinois area. The Company shall not, unless the Executive receives the Company’s prior written
approval, be obligated to reimburse the Executive for relocation and related expenses in excess of
$7,500 in the aggregate.
3. Employment Period.
The Employment Period shall commence on August 16, 2006 (the “Effective Date”) and
shall terminate on the first anniversary of the Effective Date, provided that on the first
anniversary of the Effective Date and on each anniversary thereafter, the Employment Period shall
automatically be extended for additional one-year periods unless either party provides the other
party with notice of non-renewal at least sixty days before any such anniversary (the anniversary
date on which the Employment Period terminates shall be referred to herein as the “Scheduled
Termination Date”). Notwithstanding the foregoing, the Executive’s employment hereunder may be
terminated during the Employment Period
3
prior to the Scheduled Termination Date upon the earliest to occur of any one of the following
events (at which time the Employment Period shall be terminated):
(a) Death. The Executive’s employment hereunder shall terminate upon his death.
(b) Disability. The Company shall be entitled to terminate the Executive’s employment
hereunder for “Disability” if, as a result of the Executive’s incapacity due to physical or
mental illness or injury, the Executive (i) shall become eligible to receive a benefit under the
Company’s long-term disability plan applicable to the Executive, or (ii) if no such long-term
disability plan is applicable to the Executive, the Executive shall have been unable to perform his
duties hereunder for a period of ninety (90) consecutive days or a period of ninety (90) days in
any one hundred eighty (180) day period.
(c) Cause. The Company may terminate the Executive’s employment hereunder for Cause. For
purposes of this Agreement, the term “Cause” shall mean: (i) a material breach by the
Executive of this Agreement; (ii) the failure by the Executive to reasonably and substantially
perform his duties hereunder (other than as a result of physical or mental illness or injury);
(iii) the Executive’s willful misconduct or gross negligence which is materially injurious to the
Company or an affiliate of the Company; or (iv) the commission by the Executive of a felony or
other serious crime involving moral turpitude. In the case of clauses (i) and (ii) above, the
Company shall provide notice to the Executive indicating in reasonable detail the events or
circumstances that it believes constitute Cause hereunder and, if such breach or failure is
reasonably susceptible to cure, provide the Executive with a reasonable period of time (not to
exceed thirty (30) days) to cure such breach or failure. If, subsequent to the Executive’s
termination of employment hereunder for other than Cause, it is determined in good faith by the
Board that the Executive’s employment could have been terminated for Cause, the Executive’s
employment shall, at the election of the Board, be deemed to have been terminated for Cause
retroactively to the date the events giving rise to Cause occurred.
(d) Without Cause. The Company may terminate the Executive’s employment hereunder during the
Employment Period without Cause.
(e) Voluntarily. The Executive may voluntarily terminate his employment hereunder, provided
that the Executive provides the Company with notice of his intent to terminate his employment at
least 60 days in advance of the Date of Termination (as defined in Section 4 below).
4. Termination Procedure.
(a) Notice of Termination. Any termination of the Executive’s employment by the Company or by
the Executive during the Employment Period (other than a termination on account of the death of
Executive) shall be communicated by written “Notice of Termination” to the other party
hereto in accordance with Section 11(a).
(b) Date of Termination. “Date of Termination” shall mean (i) if the Executive’s
employment is terminated by his death, the date of his death, (ii) if the Executive’s employment is
terminated pursuant to Section 3(b), on the date the Executive receives Notice of Termination from
the Company, (iii) if the Executive voluntarily terminates his employment, the date specified in
the notice given pursuant to Section 3(e) herein which shall not be less than 60 days after the
Notice of Termination, and (iv) if the Executive’s employment is terminated for any other reason,
the date on which a Notice of
4
Termination is given or any later date (within thirty (30) days, or any alternative time
period agreed upon by the parties, after the giving of such notice) set forth in such Notice of
Termination.
5. Termination Payments.
(a) Without Cause. If the Executive’s employment is terminated during the Employment Period
by the Company without Cause, the Company shall pay the Executive (i) within thirty (30) days
following the Date of Termination, the Executive’s accrued but unused vacation and Base Salary
through the Date of Termination (to the extent not theretofore paid) (the “Accrued
Benefits”) and (ii) for a period of eighteen (18) months following the Date of Termination, the
Executive’s Base Salary at the rate in effect as of the Date of Termination, with such Base Salary
to be paid in equal installments over such period in accordance with the Company’s normal payroll
practices. In addition, in the event the Executive’s employment is terminated during the
Employment Period by the Company without Cause, and such termination occurs on or after the first
day of the fourth quarter of the then-current fiscal year, the Executive shall be entitled to
receive the product of (i) the Annual Bonus for such fiscal year that the Executive would have
received had the Executive remained employed with the Company, if any, based upon achievement of
performance objectives to the date of such termination and (ii) a fraction, the numerator of which
is the number of full months the Executive was employed with the Company in such fiscal year and
the denominator of which is 12 (such payment, if any, the “Pro Rata Bonus”). The Pro Rata
Bonus, if any, shall be paid to the Executive on the date that annual bonuses under the AIP are
otherwise paid to participants in the AIP who continue to be employed by the Company. For the one
year period commencing on the day after Executive’s Date of Termination, the Company shall continue
to provide medical benefits to Executive which are substantially similar to those provided
generally to executive officers of the Company pursuant to such medical plan as may be in effect
from time to time as if Executive’s employment had not been terminated; provided,
however, that if the Executive becomes re-employed with another employer and is eligible to
receive medical or other welfare benefits under another employer provided plan, the corresponding
medical and other welfare benefits described herein shall be terminated. The Executive shall
promptly notify the Company of any changes in his medical benefits coverage. The payments and
benefits provided under this Section 5(a) are subject to and conditioned upon the Executive
executing a valid general release and waiver (in the form reasonably acceptable to the Company),
waiving all claims the Executive may have against the Company, its successors, assigns, affiliates,
executives, officers and directors, and such waiver becoming effective, and the payments and
benefits are subject to and conditioned upon the Executive’s compliance with the Restrictive
Covenants provided in Sections 7 and 8 hereof. For the avoidance of doubt, upon a termination of
the Employment Period without Cause, the Executive shall not be entitled to any other compensation
or benefits not expressly provided for in this section, regardless of the time that would otherwise
remain in the Employment Period had the Employment Period not been terminated without Cause.
Except as provided in this Section 5(a), or pursuant to Sections 2(c) or 2(d) if applicable, and
except for any vested benefits under any tax qualified pension plans of the Company, and
continuation of health insurance benefits on the terms and to the extent required by Section 4980B
of the Internal Revenue Code of 1986 and Section 601 of the Employee Retirement Income Security Act
of 1974, as amended (which provisions are commonly known as “COBRA”), the Company shall
have no additional obligations under this Agreement.
(b) Cause or Voluntarily. If the Executive’s employment is terminated during the Employment
Period by the Company for Cause or voluntarily by the Executive, the Company shall pay the
Executive within thirty (30) days following the Date of Termination the Accrued Benefits. Except
as provided in this Section 5(b) and except for any vested benefits under any tax qualified pension
plans of
5
the Company, and continuation of health insurance benefits on the terms and to the extent
required by COBRA, the Company shall have no additional obligations under this Agreement.
(c) Disability or Death. If the Executive’s employment is terminated during the Employment
Period as a result of the Executive’s death or Disability, the Company shall pay the Executive or
the Executive’s estate, as the case may be, within thirty (30) days following the Date of
Termination: (i) the Accrued Benefits; and (ii) any Annual Bonus earned by the Executive in respect
of the Company’s fiscal year ending immediately prior to the Date of Termination but not yet paid.
Except as provided in this Section 5(c) and except for any vested benefits under any tax qualified
pension plans of the Company, and continuation of health insurance benefits on the terms and to the
extent required by COBRA, the Company shall have no additional obligations under this Agreement.
6. Legal Fees; Officers’ Liability Insurance.
(a) In the event of any contest or dispute between the Company and the Executive with respect
to this Agreement or the Executive’s employment hereunder, each of the parties shall be responsible
for its respective legal fees and expenses.
(b) During the Employment Period, the Executive shall be entitled to the same officers’
liability insurance coverage that the Company provides generally to its other officers, as may be
amended from time to time for such directors and officers.
(c) Contingent upon the Executive’s compliance with the requirements of Section 10 hereof, in
the event that the Executive becomes the subject of an action or proceeding brought by Graphic
Packaging International, Inc. (“Graphic Packaging”) arising out of his employment with the
Company, the Company agrees to reimburse the Executive for all reasonable legal fees and expenses
incurred in connection with the Executive’s defense of any such action or proceeding, within 30
days of submission of evidence by the Executive of any such expenses incurred. The Executive
agrees to promptly notify the Company if any actions or proceedings are threatened or brought
against him with respect to his entering into this Agreement or commencing employment with the
Company, consult with the Company with respect to his response to any such action or proceeding and
take all reasonable steps that the Company requests to defend any such action or proceeding. The
provisions of this Section 6(c) shall not apply, and the Executive shall repay to the Company any
legal fees and expenses reimbursed by the Company pursuant to any action brought by Graphic
Packaging against the Executive and/or the Company, in the event the Executive breaches or has
breached his obligations under Section 10 hereof.
7. Non-Solicitation.
During the Employment Period and for one (1) year thereafter, the Executive hereby agrees not
to, directly or indirectly, solicit or hire or assist any other person or entity in soliciting or
hiring any employee of the Company or any of its affiliates to perform services for any entity
(other than the Company or its affiliates), or attempt to induce any such employee to leave the
employ of the Company or its affiliates, or solicit, hire or engage on behalf of himself or any
other Person (as defined below) any employee of the Company or anyone who was employed by the
Company during the six-month period preceding such hiring or engagement.
6
8. Confidentiality; Non-Compete; Non-Disclosure; Non-Disparagement.
(a) The Executive hereby agrees that, during the Employment Period and thereafter, he will
hold in strict confidence any proprietary or Confidential Information related to the Company and
its affiliates. For purposes of this Agreement, the term “Confidential Information” shall
mean all information of the Company or any of its affiliates (in whatever form) which is not
generally known to the public, including without limitation any inventions, processes, methods of
distribution, customer lists or customers’ or trade secrets.
(b) The Executive and the Company agree that the Company would likely suffer significant harm
from the Executive’s competing with the Company during the Employment Period and for some period of
time thereafter. Accordingly, the Executive agrees that he will not, during the Employment Period
and for a period of one year following the termination of the Employment Period, directly or
indirectly, become employed by, engage in business with, serve as an agent or consultant to, become
a partner, member, principal, stockholder or other owner (other than a holder of less than 1% of
the outstanding voting shares of any publicly held company) of, or otherwise perform services
relating to the manufacture, conversion and distribution of packaging materials, labels and
lamination or otherwise engage in the consumer packaging industry in any product line produced or
sold by the Company at the time of the termination (the “Business”) for any Person (whether
or not for compensation). For purposes of this Section 8(b), the term “Person” shall mean
any individual, partnership, corporation, limited liability company, unincorporated organization,
trust or joint venture, or a governmental agency or political subdivision thereof that is engaged
in, or otherwise competes or has a reasonable potential for competing with the Company, anywhere in
which the Company or its affiliates engage in or intend to engage in the Business or where the
Company or its affiliates’ customers are located.
(c) The Executive hereby agrees that, upon the termination of the Employment Period, he shall
not take, without the prior written consent of the Company, any drawing, blueprint, specification
or other document (in whatever form) of the Company or its affiliates, which is of a confidential
nature relating to the Company or its affiliates, or, without limitation, relating to its or their
methods of distribution, or any description of any formulas or secret processes and will return any
such information (in whatever form) then in his possession.
(d) The Executive hereby agrees not to defame or disparage the Company, its affiliates and
their officers, directors, members or executives. The Executive hereby agrees to cooperate with
the Company in refuting any defamatory or disparaging remarks by any third party made in respect of
the Company or its affiliates or their directors, members, officers or executives.
9. Injunctive Relief.
It is impossible to measure in money the damages that will accrue to the Company in the event
that the Executive breaches any of the restrictive covenants provided in Sections 7 and 8 hereof.
In the event that the Executive breaches any such restrictive covenant, the Company shall be
entitled to an injunction restraining the Executive from violating such restrictive covenant
(without posting any bond). If the Company shall institute any action or proceeding to enforce any
such restrictive covenant, the Executive hereby waives the claim or defense that the Company has an
adequate remedy at law and agrees not to assert in any such action or proceeding the claim or
defense that the Company has an adequate remedy at law. The foregoing shall not prejudice the
Company’s right to require the Executive to account for and pay over to the Company, and the
Executive hereby agrees to account for and pay over, the compensation, profits, monies, accruals or
other benefits derived or received by the Executive as a
7
result of any transaction constituting a breach of any of the restrictive covenants provided
in Sections 7 and 8 hereof.
10. Representations.
(a) The parties hereto hereby represent that they each have the authority to enter into this
Agreement, and the Executive hereby represents to the Company that the execution of, and
performance of duties under, this Agreement shall not constitute a breach of or otherwise violate
any other agreement to which the Executive is a party.
(b) The Executive hereby represents to the Company that he will not utilize or disclose any
confidential information obtained by the Executive in connection with any former employment with
respect to his duties and responsibilities hereunder.
11. Miscellaneous.
(a) Any notice or other communication required or permitted under this Agreement shall be
effective only if it is in writing and shall be deemed to be given when delivered personally or
four days after it is mailed by registered or certified mail, postage prepaid, return receipt
requested or one day after it is sent by a reputable overnight courier service and, in each case,
addressed as follows (or if it is sent through any other method agreed upon by the parties):
If to the Company:
Altivity Packaging, LLC
000 X. Xxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
000 X. Xxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
Attn: General Counsel
with a copy to:
Xxxxxx X. Xxxxxxx
Xxxxxx, Xxxxxxxx, Xxxxx & Xxxxxxxx LLP
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Xxxxxx, Xxxxxxxx, Xxxxx & Xxxxxxxx LLP
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000
If to the Executive:
Xxxxxx Xxxxxxxxxx
12 Xxxxxx Way
Bedford, N.H.03110
12 Xxxxxx Way
Bedford, N.H.03110
or to such other address as any party hereto may designate by notice to the others.
(b) This Agreement shall constitute the entire agreement among the parties hereto with respect
to the Executive’s employment hereunder, and supersedes and is in full substitution for any
8
and all prior understandings or agreements with respect to the Executive’s employment (it
being understood that the Options and Units shall be governed by the relevant Equity Agreements).
(c) This Agreement may be amended only by an instrument in writing signed by the parties
hereto, and any provision hereof may be waived only by an instrument in writing signed by the party
or parties against whom or which enforcement of such waiver is sought. The failure of any party
hereto at any time to require the performance by any other party hereto of any provision hereof
shall in no way affect the full right to require such performance at any time thereafter, nor shall
the waiver by any party hereto of a breach of any provision hereof be taken or held to be a waiver
of any succeeding breach of such provision or a waiver of the provision itself or a waiver of any
other provision of this Agreement.
(d) The parties hereto acknowledge and agree that each party has reviewed and negotiated the
terms and provisions of this Agreement and has had the opportunity to contribute to its revision.
Accordingly, the rule of construction to the effect that ambiguities are resolved against the
drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of
this Agreement shall be construed fairly as to both parties hereto and not in favor or against
either party.
(e) (i) This Agreement is binding on and is for the benefit of the parties hereto and their
respective successors, assigns, heirs, executors, administrators and other legal representatives.
Neither this Agreement nor any right or obligation hereunder may be assigned by the Executive.
(ii) The Company shall require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the
Company to assume this Agreement in the same manner and to the same extent that the Company would
have been required to perform it if no such succession had taken place. As used in the Agreement,
“the Company” shall mean both the Company as defined above and any such successor that assumes this
Agreement, by operation of law or otherwise.
(f) Any provision of this Agreement (or portion thereof) which is deemed invalid, illegal or
unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this Section, be
ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in
any way the remaining provisions thereof in such jurisdiction or rendering that or any other
provisions of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. If any
covenant should be deemed invalid, illegal or unenforceable because its scope is considered
excessive, such covenant shall be modified so that the scope of the covenant is reduced only to the
minimum extent necessary to render the modified covenant valid, legal and enforceable. No waiver
of any provision or violation of this Agreement by the Company shall be implied by the Company’s
forbearance or failure to take action.
(g) The Company may withhold from any amounts payable to the Executive hereunder all federal,
state, city or other taxes that the Company may reasonably determine are required to be withheld
pursuant to any applicable law or regulation, (it being understood, that the Executive shall be
responsible for payment of all taxes in respect of the payments and benefits provided herein).
(h) This Agreement shall be governed by and construed in accordance with the laws of the
State of New York without reference to its principles of conflicts of law.
(i) This Agreement may be executed in several counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same instrument. A facsimile of a
signature shall be deemed to be and have the effect of an original signature.
9
(j) The headings in this Agreement are inserted for convenience of reference only and shall
not be a part of or control or affect the meaning of any provision hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.
| Altivity Packaging, LLC | ||||
| /s/ XXXXXX X. XXXXX | ||||
| Title: | ||||
| /s/ XXXXXX XXXXXXXXXX | ||||
10
