THIS AGREEMENT is
made effective as of December 11, 2007, by and among Pregis Holding
I Corporation, a Delaware Corporation ( “Pregis
I” ), and its wholly owned subsidiaries, Pregis
Holding II Corporation, a Delaware corporation (
“Pregis II” ), and Pregis Corporation, a
Delaware corporation ( “Pregis” )
(Pregis I, Pregis II and Pregis, collectively, the
“Employers” and individually an
“Employer” ), and Kevin J. Baudhuin (
“Executive” ).
WHEREAS, Executive
desires to be employed by Employers; and
WHEREAS, Employers
desire to employ the Executive and to utilize his management
services as indicated herein, and Executive has agreed to provide
such management services to Employers; and
WHEREAS, as a
condition precedent and a material inducement for Employers to
employ and pay Executive, Executive has agreed to execute this
Agreement and the Noncompetition Agreement, dated as of December
11, 2007, between Pregis I and Executive (the
“Noncompetition Agreement” ), and be
bound by the provisions herein and therein.
NOW, THEREFORE, in
consideration of the mutual covenants contained herein, the parties
hereto agree as follows:
1. Term and
Duties . Employers hereby agree to employ Executive as
President-Protective Packaging North America, commencing on
December 11, 2007 (the “Start Date” ) and
continuing for a period of three (3) years (the
“Initial Term” ) or until terminated in
accordance with this Section 1 or Section 4. Unless
terminated by either Executive or Employers by written notice
delivered at least thirty (30) days prior to the expiration of
the Initial Term, Executive’s employment shall continue for
successive one (1) year terms (each one (1) year term
hereinafter referred to as a “Subsequent
Term” and, together with the Initial Term, the
“Term” ) until terminated by written
notice delivered at least thirty (30) days prior to the
expiration of the Subsequent Term. Subject to the provisions of
this Agreement, during the Term, Executive shall devote his best
efforts and abilities to the performance of Executive’s
duties on behalf of Employers, and to the promotion of their
interests consistent with and subject to the direction and control
of the Board of Directors of each Employer (the
“Board” ). Executive shall devote
substantially all of his business time, energies, attention and
abilities to the operation of
the business of
Employers and shall not be actively involved in any other trade or
business or as an employee of any other trade or
business.
2.
Compensation During Term.
(a)
Base Compensation . In consideration of the services to be
rendered by Executive during the Term, Employers shall pay to
Executive as base salary $325,000 per year ( “Base
Compensation” ), payable bi-weekly and prorated for
any partial employment period.
(b)
Bonus . Subject to the limitations set forth in this
Agreement, Executive shall be entitled to receive an annual
incentive bonus (the “Incentive Bonus” )
based upon the achievement of one or more performance goals as
determined by the Board in its sole discretion. The amount of the
Incentive Bonus shall be determined in the manner set forth on
Schedule A attached hereto.
(a) Executive
shall be eligible to participate in such benefit programs offered
by each Employer (other than bonus plans), such as health, dental,
life insurance, vision, vacations and pension, as are offered to
similarly-situated employees (except in the case of equity-based
incentive plans where awards are subject to Board (or committee
thereof) approval) and in each case no more favorable than the
terms of benefits generally available to the employees of Employers
(based on seniority and salary level), subject in each case to the
generally applicable terms and conditions of the plan, benefit or
program in question.
(b) Employers
shall reimburse Executive for all reasonable expenses incurred by
him in the course of performing his duties under this Agreement
which are consistent with the Employers’ policies in effect
from time to time with respect to travel, entertainment and other
business expenses, subject to the Employers’ requirements
with respect to reporting, documentation and approval of such
expenses.
(c) Employers
shall reimburse the Executive for the following reasonable expenses
that the Executive incurs in relocating his primary residence to
the Chicago, Illinois metropolitan area: (a) the cost of any
temporary housing in the Chicago, Illinois metropolitan area for
6 months, not to exceed $5,000 per month;
(b) transportation of belongings; (c) two house-hunting
trips; (d) broker and other fees related to sale/acquisition of
primary residence; (e) set-up costs of telephone, cable and
broadband; and (f) airfare and lodging for family related to
such relocation and house-hunting trips.
4.
Termination . Executive’s employment shall terminate
upon the first to occur of the following (each, a
“Termination Date” ):
2
(a) The
expiration of the Term;
(b) Executive’s
death or disability (mentally, physically or emotionally), so that
Executive cannot substantially perform his duties hereunder for a
period of ninety (90) consecutive days or for one hundred
eighty (180) days during any 365 day period during the
Term;
(c) Executive’s
voluntary termination of his employment for any reason, upon not
less than ten (10) business days’ written notice to
Employers; or
(d) Employers’
termination of Executive’s employment for Cause (as
hereinafter defined).
5.
Termination Payments .
(a) Except
as otherwise provided herein, if Executive’s employment is
terminated pursuant to Section 1 by thirty
(30) days’ prior written notice or pursuant to
Section 4, Executive’s Base Compensation and other
benefits, if any, shall terminate at the end of the month during
which such termination occurs.
(b) Upon
termination of Executive’s employment without Cause,
Employers shall be obligated, in lieu of any other remedies
available to Executive, to pay Executive (A) an amount equal
to his then current Base Compensation (the “Termination
Payment” ); (B) (i) if the Termination Date
occurs during the months of January-June of the fiscal year, a pro
rata Incentive Bonus for the fiscal year in which the termination
occurs (the “Target Pro Rata Incentive
Payment” ), based on Executive’s target
Incentive Bonus for such fiscal year; or (ii) if the
Termination Date occurs during the months of July-December of the
fiscal year, a pro rata Incentive Bonus for the fiscal year in
which the termination occurs (the “Actual Pro Rata
Incentive Payment&
|
