March 3, 2008 John G. LaBahn 204 Edinburgh Court Naperville, Illinois 60540 Dear John:
Exhibit 10.37
March 3, 2008
Xxxx X. XxXxxx
000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Dear Xxxx:
It is a pleasure to confirm as set forth herein our employment agreement with you for the position
of Senior Vice President and Chief Financial Officer reporting to me as President and CEO. This
agreement is documented below and is contingent upon having a medical examination to determine if
you can perform the essential functions of this position with or without reasonable accommodation.
Included in the medical examination will be a drug screen. You will need to present a photo ID at
the time of your medical examination. Subject to the medical examination, your employment will
start on March 4, 2008.
Portola Packaging, Inc. is an at-will employer and this agreement does not constitute and is not to
be taken as a change in your status as an at-will employee; however, if Portola terminates your
employment for other than “Cause” or if you resign for “Good Reason,” you will receive the
compensation set forth below under Severance Benefits. “Cause” for purposes of this agreement
shall mean(1) a material breach of this agreement by you, but not through bad judgment or
negligence, (2) an act or acts of dishonesty on your part resulting or intending to result directly
or indirectly in gain or personal enrichment to which you were not legally entitled at the expense
of the company, (3) your habitual neglect of duties you are required to perform under this
agreement or (4) your committing fraud against the company. “Good Reason” for purposes of this
agreement shall mean, without your prior written consent, any one of the following events: (a) any
adverse change in any material respect to your duties, authority, title or reporting relationships
from those in effect on the commencement of employment; (b) the assignment of duties to you that
are inconsistent with your position as Senior Vice President and Chief Financial Officer; (c) any
reduction of the salary as in effect from time to time or the failure by the company to include you
on similar terms and conditions in the employee benefits plans or perquisites afforded to
peer-level executives of the company; or (d) the company’s failure to pay your salary, employee
benefits or perquisites in accordance with the company’s regular payment practices. If a “Good
Reason” event described above occurs, you shall be obligated to give to me as President and CEO
written notice of such event within thirty (30) days of your having knowledge of such event and the
company shall have fifteen (15) days following receipt of such written notice to cure such event to
your reasonable satisfaction.
Salary
The starting salary will be $10,576.92 bi-weekly ($275,000 annualized). A performance review will
be conducted at least annually. Your salary, as in effect from time to time, cannot be reduced.
Variable Compensation
Portola Packaging, Inc. total compensation package also offers you the opportunity to increase your
earnings based on the performance of the company with an Incentive Compensation plan.
Under this plan, your target is 30% of annual salary earned to a maximum of 60%. For fiscal year 2008 which
ends August 31, we will guarantee you payment at a minimum payment of $41,000.
Equity
You will be issued 300,000 stock option shares with a vesting schedule as follows: 100,000 shares
on each August 31 beginning in 2008 until fully vested or upon a Change of Control of Portola
Packaging, Inc. when any remaining unvested shares will immediately vest. “Change of Control” for
purposes of this agreement shall have the same definition as such phrase is defined in your Portola
Packaging, Inc. Indemnification Agreement. You will also be eligible for additional future stock
option grants, but at the sole discretion of the Board of Directors of the company.
The issue price of these options will be at the current fair market value, which will be calculated
within no more than 90 days of your date of hire.
Health and Welfare Benefits
Portola Packaging, Inc. offers a flexible comprehensive benefits package that includes paid
vacation and holidays, health care, dental, vision, Rx, flexible spending accounts, short/long term
disability, life insurance and 401-K savings plan with company match.
For vacation time, you will be eligible for Portola’s Management R&R program. Effective upon your
employment, you are eligible to take reasonable time off throughout the year. While you are still
required to coordinate the scheduling with your supervisor, there is no specific assignment of
vacation days, nor accrual of vacation time.
Should you become disabled, our policy provides you with full salary continuation for up to six
months, at which time you would be covered under our company paid long-term disability plan, which
provides for 60% of your pay to a maximum of $15,000/month.
Liability
You will be covered by insurance under the company Director and Officer Liability Insurance Policy
which covers all company officers and directors. In addition, you will be covered by the indemnity
agreement attached as Exhibit A.
Confidentiality and Non-Compete Agreements
You are required as part of this agreement and in consideration, in part, of your employment and
compensation set forth herein to sign the confidentiality and non-compete agreement attached as
Exhibit X.
Xxxxxxxxx Benefits
You will be eligible for severance payments of twelve months of salary, payable as a lump sum,
should your employment be terminated by the company for any reason other than Cause or if you
should resign for Good Reason. You would also be given the opportunity to purchase COBRA benefits
coverage for up to 18 months from the date of termination of employment. Election to purchase
COBRA coverage is voluntary. For the first 180 days of the COBRA coverage following termination,
the COBRA premium will be a shared cost between you, the employee (50%) and the company (50%).
Outplacement benefits by an outplacement firm which you select will also be provided if your
employment is terminated by the company for other than Cause or if you should resign for Good
Reason up to a maximum of $10,000. If you terminate your employment for your
own convenience at
any time other than for Good Reason, the company will not be obligated to pay you any amount of
severance.
Arbitration
Any disputes under this employment agreement shall be resolved by binding arbitration in Chicago,
Illinois by a single arbitrator under the National Rules For The Resolution Of Employment Disputes
of the American Arbitration Association. The arbitrator shall have the discretionary authority to
award arbitrator’s fees and expenses, costs of arbitration, and reasonable attorney’s fees and
expenses to the prevailing party.
A benefits package has been previously provided to you. Your benefits selections will be made upon
your employment.
Xxxx, we look forward to you joining the Portola team.
Sincerely,
Xxxxx Xxxxxxxxx
President and Chief Executive Officer
Portola Packaging, Inc.
President and Chief Executive Officer
Portola Packaging, Inc.
Signed and Agreed to:
/s/ Xxxx X. XxXxxx | ||||
Xxxx X. XxXxxx | ||||