EXHIBIT 10.36
DIRECTOR'S AGREEMENT
This Directors' Agreement ("Agreement") is made as of May 20, 1996 by and
between Portola Packaging, Inc., a Delaware corporation ("PPI") and Xxxxxxx
Xxxxxxx, a director of PPI ("Director").
R E C I T A L S
A. PPI desires to retain Director as a member of PPI's Board of Directors
and Director desires to be so retained by PPI.
B. PPI desires to retain Director as a member of PPI's Compensation
Committee and Director desires to be so retained by PPI.
C. PPI and Director wish to memorialize the monetary compensation to be
provided by PPI to Director in exchange for his service as a director of PPI and
as a member of PPI's Compensation Committee.
A G R E E M E N T
NOW, THEREFORE, the parties mutually agree as follows:
1. RETENTION AS DIRECTOR AND MEMBER OF COMPENSATION COMMITTEE. Upon the
terms and conditions set forth in this Agreement, PPI retains Director as a
member of its Board of
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Directors and as a member of the Compensation Committee on an independent
contractor basis and Director hereby accepts such retention. Subject to
compliance with the terms and provisions of the Delaware General Corporation
Law, either Director or PPI may terminate Director's retention as a director
and as a member of the Compensation Committee of PPI hereunder at any time.
Director acknowledges and understands that his retention as a director and a
member of the Compensation Committee of PPI is at the sole and absolute
discretion and election of the Board of Directors and stockholders of PPI and
that there is no commitment on the part of PPI to retain Director hereunder
for any fixed period of time.
2. COMPENSATION.
2.1 So long as Director remains a director of PPI, PPI agrees to
compensate Director by the payment of an annual retainer of Ten Thousand Dollars
($10,000) per fiscal year commencing May 1, 1996. This fee shall be payable in
four (4) equal quarterly installments of Two Thousand Five Hundred Dollars
($2,500) each in arrears commencing with the fiscal quarter ending May 31, 1996
and on the expiration of each fiscal quarter thereafter as long as Director
remains a director of PPI on the expiration of each such fiscal quarter. The
retainer for the quarter ending May 31, 1996 shall be pro rated. In the event
Director ceases to be a director of PPI at any time, Director shall no longer be
entitled to any further payments from PPI but
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shall receive a final retainer payment prorated to the date Director ceases
to be a director. In addition to such annual retainer, PPI agrees to further
compensate Director by the payment of a director's fee equal to Two Thousand
Dollars ($2,000) for each meeting of PPI's Board of Directors actually
attended by Director. Director shall be considered to have attended a Board
of Director's meeting if Director is present at such meeting either in
person or by conference telephone. PPI shall also reimburse Director for any
and all reasonable out-of-pocket expenses incurred by Director in serving as
a director hereunder including all reasonable out-of-pocket expenses incurred
in attending meetings of PPI's Board of Directors. The maximum compensation
payable to Director shall be Twenty-Two Thousand Dollars ($22,000) per
fiscal year of PPI. In the event PPI holds less than six (6) Board of
Directors' meetings in a fiscal year, Director shall be compensated for the
Board of Directors' meetings he has attended in an aggregate amount equal to
Twelve Thousand Dollars ($12,000) less Two Thousand Dollars ($2,000) for each
Board of Directors meeting not attended by the Director in such fiscal year.
Any of such amount not paid during the fiscal year shall be due thirty (30)
days after the end of such fiscal year. If PPI has more than six (6) Board
of Directors' meetings in a year, Director shall not be compensated for
attending more than six (6) of such meetings at the rate of Two Thousand
Dollars ($2,000) per meeting. Provided that Director has attended six (6)
such meetings, he shall be entitled
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to compensation of Twenty-Two Thousand Dollars ($22,000) for such fiscal
year. All monetary compensation due by PPI to Director hereunder shall be
paid as may be directed by Director from time to time.
2.2 So long as Director remains a member of the Compensation Committee of
PPI, PPI agrees to compensate Director by the payment of an annual retainer of
Four Thousand Dollars ($4,000) per fiscal year commencing May 1, 1996. This fee
shall be payable in four (4) equal quarterly installments of One Thousand
Dollars ($1,000) each in arrears commencing with the fiscal quarter ending
May 31, 1996 and on the expiration of each fiscal quarter thereafter as long as
Director remains a member of the Compensation Committee of PPI on the expiration
of each such fiscal quarter. The retainer for the quarter ending May 31, 1996
shall be pro rated. In the event Director ceases to be a member of the
Compensation Committee of PPI at any time, Director shall no longer be entitled
to any further payments from PPI but shall receive a final retainer payment
prorated to the date Director ceases to be a member of the Compensation
Committee. PPI shall also reimburse Director for any and all reasonable out-of-
pocket expenses incurred by Director in serving as a member of the Compensation
Committee hereunder including all reasonable out-of-pocket expenses incurred in
attending meetings of PPI's Compensation Committee. All monetary compensation
due by PPI to Director hereunder shall be paid as may be directed by Director
from time to time.
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3. NATURE OF RETENTION. Director is retained by PPI on an independent
contractor basis. Nothing contained in this Agreement shall be construed to
appoint Director as an agent or employee of PPI in any capacity or to authorize
Director to represent or bind PPI in any way whatsoever. PPI and Director agree
that director's duties pursuant to this Agreement shall be limited to acting as
a Director of PPI and such duties as are incident or related thereto. Director
agrees to advise any and all third parties that Director does not have any
authority to represent or bind PPI in any way whatsoever. Director shall cause
the timely payment of all federal, state and local income or similar taxes due
as the result of any compensation paid to Director hereunder and shall indemnify
and hold PPI harmless from and against any liability therefor.
4. MISCELLANEOUS.
4.1 GOVERNING LAWS. IT IS THE INTENTION OF THE PARTIES HERETO THAT
THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, U.S.A. (IRRESPECTIVE OF ITS CHOICE
OF LAW PRINCIPALS) SHALL GOVERN THE VALIDITY OF THIS AGREEMENT, THE CONSTRUCTION
OF ITS TERMS AND THE INTERPRETATION OF THE RIGHTS AND DUTIES OF THE PARTIES.
4.2 BINDING UPON SUCCESSORS. Each and all the covenants, terms,
provisions and agreements contained in this Agreement
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shall be binding upon and shall inure to the benefit of the permitted
successors and assigns of the parties hereto.
4.3 ENTIRE AGREEMENT. This Agreement constitutes the entire understanding
and agreement of the parties with respect to the subject matter hereof and
supersedes all prior and contemporaneous agreements or understandings.
4.4 NOTICES. Whenever any party desires or is required to give any notice
with respect to this Agreement, each such communication shall be in writing and
shall be effective only if it is delivered by personal service, facsimile
transmission (followed immediately by written notice in accordance with this
Section) or sent postage prepaid by overnight courier or similar service
addressed as follows:
PPI: Portola Packaging, Inc.
000 Xxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attn: Chief Executive Officer
DIRECTOR: Mr. Xxxxxxx Xxxxxxx
Graduate School of Business
Stanford University
Stanford,CA 94305-5015
Such communications shall be effective when they are received by the
addressee, but if sent by courier service in the manner set forth above, they
shall be effective two (2) days after being delivered to such courier. Any
party may change its
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address for such communication by giving an appropriate notice to the other
party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first hereinabove written.
DIRECTOR:
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
PORTOLA PACKAGING, INC.
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx,
Chief Executive Officer
