EMPLOYMENT AGREEMENT

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is made as of February 24, 2009 (the “ Effective Date ”), between BWAY Corporation, a Delaware corporation (the “ Company ”), and Kenneth M. Roessler (“ Executive ”). (The Company and Executive are referred to collectively herein as the “ Parties ” and individually as a “ Party .”)

W I T N E S S E T H :

WHEREAS, Executive currently serves as Chief Executive Officer of the Company;

WHEREAS, the Company desires that Executive continue to serve as Chief Executive Officer, and Executive desires to continue to provide such services to the Company, in each case, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1.         Employment . The Company hereby employs Executive, and Executive accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date and ending as provided in Section 4 (the “ Employment Period ”).

2.         Position and Duties . During the Employment Period, Executive shall be Chief Executive Officer of the Company and shall render such services to the Company and its Subsidiaries as the Board of Directors of the Company (the “ Board ”) may from time to time direct as are consistent with his position as Chief Executive Officer. Executive shall report directly to the Board and not to any other officer of the Company. During the Employment Period, the Board shall nominate, and use best efforts to cause the Company’s shareholders to re-elect, Executive to serve as a member of the Board. While Executive serves as the Company’s Chief Executive Officer, Executive shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity and except for non-executive directorships held or to be held by Executive subject to approval by the Board in its sole and absolute discretion) to the business and affairs of the Company and its Subsidiaries. Executive’s principal place of employment shall be at the Company’s offices in Chicago, Illinois. For purposes of this Agreement, a “ Subsidiary ” shall mean any corporation of which the securities having a majority of the voting power in electing directors are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

3.         Base Salary, Bonus and Benefits .

   (a)         Base Salary . During the Employment Period, Executive’s base salary shall be $624,000 per annum or such higher rate as the Board designates from time to time (the “ Base Salary ”). The Base Salary shall be payable in regular installments in accordance with the Company’s general payroll practices. The Board shall review Executive’s performance annually during the Employment Period. Based on such review, the Board may, in its sole discretion, increase the Base Salary.

   (b)         Bonus . For each fiscal year during the Employment Period, the Executive shall be entitled to a bonus for such year based on the Company achieving performance objectives determined by the Board in its sole and absolute discretion (the “Bonus”). The Board will provide the performance objectives (and the threshold, budget, over budget and maximum levels under the table below) for a fiscal year in writing to Executive no later than the 90 ^th day of the fiscal year. The Executive’s Bonus, if any, shall depend on the degree of achievement of the performance objectives, which unless objectively quantifiable, shall be determined by the Board in its sole and absolute discretion, in accordance with the following table:

For purposes of the preceding table, “Bonus Percentage” means a percentage of Base Salary determined by the Board in its sole and absolute discretion, but not less than seventy percent (70%). The Bonus, if any, for any fiscal year shall be earned and accrued and payable if Executive is employed by the Company on the last day of such fiscal year. The Bonus, if any, shall be paid in the fiscal year following the fiscal year in which it is earned, as soon as practicable after the availability of financial results required to calculate the Bonus. Any action to be performed by the Board pursuant to this Subsection may alternatively be performed by a committee of the Board.

   (c)         Equity Incentives, Benefits, and Vacation . In addition to the Base Salary and any Bonus payable to Executive pursuant to Sections 3(a) and 3(b), during the Employment Period, Executive shall be (i) eligible to receive options and other awards available for grant under the Company’s 2007 Omnibus Stock Incentive Plan or any successor plan, the terms of which shall be determined by the Board or a committee thereof in its sole and absolute discretion, (ii) entitled to participate in all of the Company’s other employee benefit programs for which executive officers of the Company are generally eligible, and (iii) entitled to four (4) weeks of paid vacation each year.

   (d)         Business Expenses . The Company 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 Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of such expenses.

4.         Employment Period and Severance .

   (a)         Employment Period . The Employment Period shall begin on the Effective Date and continue until terminated by Executive due to resignation for Good Reason (as defined below) or without Good Reason, by the Company at any time for Cause (as defined below) or without Cause, by the Executive’s death, or by either Party upon expiration of the Disability Period (as defined below).

   (b)         Termination without Cause, for Good Reason, Disability . If the Employment Period is terminated by the Company without Cause, by Executive for Good Reason, or by either Party upon expiration of the Disability Period, subject to Sections 4(d), 4(g), and 4(i) and the limitations set forth below, the Company shall:

(i)        pay Executive, within sixty (60) days following the date of termination of employment, a cash lump sum severance amount equal to three and five one hundredths (3.05) times his Base Salary;

(ii)        pay Executive’s COBRA premium for himself, his spouse, and eligible dependents, respectively, under the Company’s group health plan and dental plan (if any) on a monthly basis for the lesser of (A) the period during which each such individual is eligible to receive such continuation coverage, or (B) eighteen (18) months (subclause (A) or (B) the “ COBRA Period ”);

(iii)        upon expiration of the COBRA Period for each individual described in clause (ii) above, if applicable, procure individual medical and dental insurance policies for such individual on substantially similar terms as the coverage provided by the Company on the date of expiration of such COBRA Period for such individual until the second anniversary of the date of termination of employment of Executive; provided, however, that the Company’s obligation to provide such insurance policy shall cease upon such individual’s becoming eligible for comparable coverage under any group insurance plan of a subsequent employer of the Executive; and

(iv)        pay Executive’s “Execucare” costs until the second anniversary of the date of such termination;

provided, however, that to the extent that any benefit under paragraph (ii) or (iv) is provided under a self-insured health plan that is subject to Section 105(h) of the Internal Revenue Code, the Company shall instead pay Executive, on a monthly basis when the premiums are due, but subject to Section 4(g), a cash amount equal to the cost of coverage, plus an additional payment sufficient to put Executive in the same net after-tax position as if such cash amount were not taxable. (Such benefits as set forth in the preceding paragraphs (i)-(iv) to be referred to as the “ Separation Benefits ”).

   In the event the Employment Period is terminated as a result of the expiration of the Disability Period, the cash amounts Executive receives under this Subsection shall be reduced first in time of payment by the cash amount that Executive receives under any Company disability policy before the second anniversary of termination of employment. Except as expressly set forth in this paragraph or Section 4(b)(iii), the Separation Benefits and the Change in Control Benefits shall not be subject to mitigation by income the Executive receives from other employment.

   (c)         Change in Control . If termination of the Employment Period occurs for the reasons described in Section 4(b) and such termination occurs within thirty (30) days before or two (2) years after a Change in Control, subject to Sections 4(d), 4(g), and 4(i), the Separation Benefits shall include:

(i)        the Company’s provision of the following perquisites, provided Executive is entitled to such perquisites as of the date of termination of the Employment Period, until the later of six (6) months following the date of termination of the Employment Period or the end of the calendar year in which the date Executive’s employment terminates: (a) automobile allowance and (b) country club dues;

(ii)        the Company’s payment, within sixty (60) days following termination, of premiums for individual life insurance for Executive on substantially similar terms as the coverage provided to Executive by the Company as of the date of termination of the Employment Period for a period of one and one-half (1  ¹ / 2 ) years following the date Executive’s employment terminates;

(iii)        full vesting of all benefits to which Executive is entitled under each nonqualified retirement plan and nonqualified deferred compensation plan maintained by the Company in which Executive is a participant as of the date Executive’s employment terminates (provided that this shall not apply to the benefits in Section 11 and 12 hereof, or to any stock options granted to Executive by the Company ); and

(iv)        the Company’s payment of reasonable fees and expenses for outplacement services of an outplacement company approved by the Company for a period of twelve (12) months following the date of Executive’s termination of employment. (Such benefits as set forth in the preceding paragraphs (i)-(iv) to be referred to as the “ Change in Control Benefits ”)

   (d)         Separation and Release Agreement . The Separation Benefits, and if applicable, Change in Control Benefits, shall constitute full satisfaction of the Company’s obligations under this Agreement; provided that, the Company’s obligation to provide the Separation Benefits, and if applicable, Change in Control Benefits, to Executive shall be conditioned upon (i) Executive’s execution, and non-revocation, of the Company’s standard form Separation and Release Agreement, substantially similar to the form attached hereto as Exhibit A (subject to such changes as may be required by the Company to make the agreement legally enforceable due to changes in the law), provided to Executive within seven (7) days following his termination of employment (such execution and non-revocation to occur within 60 days after the Executive’s termination of employment occurs; otherwise no Separation Benefits, and if applicable, no Change in Control Benefits, shall be paid), and (ii) Executive’s compliance with all post-termination obligations to which Executive is subject, including, but not limited to, the provisions of Sections 5, 6, and 7 hereof. The Company’s obligation to provide the Separation Benefits, and if applicable, the Change in Control Benefits to Executive shall terminate immediately upon any material breach of any post-termination obligations to which Executive is subject, including, but not limited to, the provisions of Sections 5, 6, and 7 hereof.

   (e)         Termination for Cause, Voluntary Resignation . Except as provided in Sections 11 and 12 below (to the extent applicable), if (i) the Employment Period is terminated by the Company for Cause, (ii) the Employment Period is terminated as a result of Executive’s death, or (iii) Executive resigns and such resignation does not constitute a resignation upon expiration of the Disability Period or for Good Reason (a “ Voluntary Resignation ”), then Executive (or, in the case of Executive’s death, Executive’s estate) shall be entitled to receive his Base Salary through the date of termination. In addition, in the event the Employment Period is terminated as a result of Executive’s death or Voluntary Resignation after reaching age 65, Executive shall be entitled to receive a pro rata bonus based on days employed during the fiscal year for the fiscal year which includes the date of Executive’s termination, based on the Company’s performance, as determined by the Board in its sole and absolute discretion, for such fiscal year.

   (f)         Accrued Obligations on any Termination . Except as provided in Sections 4(b), 4(c), 11 (to the extent due and payable by the Company pursuant to the terms hereof) and 12 (to the extent due and payable by the Company pursuant to the terms hereof), the Company’s sole obligation to Executive under this Agreement after termination of the Employment Period shall be to provide Executive the Accrued Obligations. The Company shall provide the Accrued Obligations to Executive upon any termination of employment, regardless of the reason.

   (g)         Six Month Delay . Notwithstanding any other provision hereof, any payments under this Section which constitute deferred compensation which is subject to Section 409A of the Code and which are not excepted therefrom under the regulations issued thereunder shall be delayed for six (6) months following Executive’s termination of employment if Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, as of the date of such termination, to the extent necessary to avoid a tax under Section 409A and, in such case, any such payments so delayed shall be aggregated and paid in one lump sum upon expiration of such six (6) month period.

   (h)         Definitions :

(i)        “ Accrued Obligations ” shall mean all Base Salary accrued and unpaid through the date of termination, any accrued and unpaid bonus for any completed fiscal year, any benefits and rights that Executive may have under any agreement, plan, program, policy or arrangement of the Company, any expense reimbursements for expenses incurred through the date of termination but not yet reimbursed, and any rights to indemnification that Executive may have from the Company.

(ii)        “ Cause ” shall mean

      (A)        a material breach of this Agreement by Executive;

      (B)        the conviction of the Executive by a court of competent jurisdiction of a felony or a crime involving moral turpitude;

      (C)        conduct which, if known to the general public, would likely bring the Company or any of its Subsidiaries into substantial public disgrace or disrepute;

      (D)        substantial and repeated failure to perform duties as reasonably directed by the Board that are consistent with Executive’s duties and responsibilities under this Agreement; or

      (E)        gross negligence or willful misconduct with respect to the Company or any of its Subsidiaries.

(iii)        “ Change in Control ” shall mean the first occurrence of any of the following events after the Effective Date:

      (A)        the acquisition by any person, entity or “group” (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder), other than the Company, its Subsidiaries, any employee benefit plan of the Company or its Subsidiaries or, collectively, Kelso Investment Associates VI, L.P. and KEP VI, LLC (the “ Kelso Entities “), of fifty percent (50%) or more of the combined voting power of the Company’s then outstanding voting securities;

      (B)        the persons who were members of Board at the beginning of any twenty-four month period (the “ Incumbent Directors ”) shall cease to constitute at least a majority of the Board or the board of directors of any successor to the Company; provided, however, that any director elected to the Board, or nominated for election, by a majority of the Incumbent Directors then still in office shall be deemed to be an Incumbent Director for purposes of this subparagraph (B);

      (C)        the merger or consolidation of the Company as a result of which persons who were owners of the voting securities of the Company, immediately prior to such merger or consolidation, do not, immediately thereafter, own, directly or indirectly, more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of the merged or consolidated company;

      (D)        the liquidation or dissolution of the Company other than a liquidation of the Company into any Subsidiary or a liquidation a result of which persons who were stockholders of the Company immediately prior to such liquidation own, directly or indirectly, more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of the entity that holds substantially all of the assets of the Company following such event; and

      (E)        the sale, transfer or other disposition of eighty percent (80%) or more of the assets of the Company in a single transaction or a series of related transactions in any consecutive twelve-month period to

one or more persons or entities that are not, immediately prior to such sale, transfer or other disposition, affiliates of the Company or the Kelso Entities.

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur if the Company files for bankruptcy, liquidation or reorganization under the United States Bankruptcy Code.

(iv)        “ Disability ” shall mean Executive’s inability to perform the essential functions of Executive’s job with or without reasonable accommodation as a result of physical or mental illness, injury, or infirmity, as determined by the Board in its sole and absolute discretion.

(v)        “ Disability Period ” shall mean the period during which Executive is subject to a condition that constitutes a Disability that runs for at least six (6) months or until the date as of which Executive begins receiving income replacement benefits under any long-term disability policy of the Company, whichever occurs first.

(vi)        “ Good Reason ” shall exist if:

              (A)        any of the following occur without Executive’s written consent:

    (1)        Executive is no longer Chief Executive Officer, or is asked to report other than directly to the Board;

    (2)        a reduction by the Company of Executive’s Base Salary;

    (3)        the assignment to Executive of duties and responsibilities which are significantly different from, and that result in a substantial diminution of, the duties and responsibilities that he has on the Effective Date;

    (4)        the taking of any action by the Company that would substantially diminish the aggregate value of the benefits provided Executive under the Company’s accident, disability, life insurance and any other employee benefit plans in which Executive was participating on the date of execution of this Agreement, other than any such reduction which is (I) implemented in connection with a general concessionary arrangement affecting all employees or affecting the group of employees of which Executive is a member proportionately, (II) required by law, or (III) generally applicable to all beneficiaries of such plans;

    (5)        the Company commits any other material breach of this Agreement;

    (6)        the shareholders of the Company fail to elect (or remove) Executive as a member of the Board during the Employment Period, except if such failure to elect or removal occurs due to the existence of Cause for termination of Executive’s employment or Board membership; or

    (7)        the Company requiring Executive to be based anywhere other than within 25 miles of the city limits of Chicago, Illinois, except for travel reasonably required by the Company.

(B)        except as to subsection (A)(1), Executive provides written notice to the Company of such action and provides the Company with thirty (30) days to remedy such action (the “Cure Period”),

(C)        except as to subsection (A)(1), the Company fails to remedy such action within the Cure Period, and

(D)        Executive resigns within thirty (30) days of the expiration of the Cure Period, or in the case of subsection (A)(1), within thirty (30) days of the date of the action.

(vii)        “ Termination of Employment ” and “ termination of Employment Period ” and similar terms shall mean a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, when used in connection with any payment in Section 4 or the payment of any compensation or benefits to be paid to Executive under this Agreement that would constitute deferred compensation which is subject to Section 409A of the Code and which is not excepted therefrom under the regulations issued thereunder.

   (i)         Separate Payments/Compliance with Section 4(d) . Any right to a series of payments under this Agreement shall be treated as a right to a series of separate payments for purposes of Code §409A. To the extent that the Company has an obligation to provide any payment or to pay a COBRA or other premium or costs or expenses under Paragraphs 4(b) and/or 4(c) herein, until the Executive’s execution and non-revocation of a valid Separation and Release Agreement in accordance with Paragraph 4(d), no such payments shall be made and no such COBRA premiums shall be paid, and such amounts shall be aggregated and paid directly to the Executive only after the Executive’s execution and non-revocation of a valid Separation and Release Agreement.

5.         Confidential Information . Executive acknowledges that the Trade Secrets and Confidential Information (as defined below) obtained by him while employed by the Company concerning the business or affairs of the Company or any Subsidiary are the property of the Company or such Subsidiary. Therefore, Executive agrees that he shall not disclose to any unauthorized person or use for his own account any Trade Secrets or Confidential Information without the prior written consent of the Board, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a result of Executive’s acts or omissions to act. Nothing herein shall prevent Executive from making (i) any disclosure that is required by applicable law or the order of a court of competent jurisdiction,

or (ii) any disclosure, in good faith, to properly fulfill Executive’s duties under this Agreement (including, but not limited to, in connection with treasury and investor relations functions). Executive shall deliver to the Company at the termination of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Trade Secrets, Confidential Information, Work Product or the business of the Company or any Subsidiary which he may then possess or have under his control.

For purposes of this Agreement, Confidential Information means (a) information of the Company or any Subsidiary, to the extent not considered a Trade Secret under applicable law, that (i) relates to the business of the Company or Subsidiary, (ii) possesses an element of value to the Company or Subsidiary, (iii) is not generally known to the Company’s or Subsidiary’s competitors, and (iv) would damage the Company or Subsidiary if disclosed, and (b) information of any third party provided to the Company or Subsidiary which the Company or Subsidiary is obligated to treat as confidential, including, but not limited to, information provided to the Company or Subsidiary by its licensors, suppliers, or customers. Confidential Information includes, but is not limited to, (i) future business plans, (ii) the composition, description, schematic or design of products, future products or equipment of the Company, Subsidiary, or any third party, (iii) advertising or marketing plans, (iv) information regarding independent contractors, employees, clients, licensors, suppliers, customers, or any third party, including, but not limited to, customer lists compiled by the Company or Subsidiary, and customer information compiled by the Company or Subsidiary, and (v) information concerning the Company’s, Subsidiary’s, or a third party’s financial structure and methods and procedures of operation. Confidential Information shall not include any information that (i) is or becomes generally available to the public other than as a result of an unauthorized disclosure, (ii) has been independently developed and disclosed by others without violating this Agreement or the legal rights of any party, or (iii) otherwise enters the public domain through lawful means.

For purposes of this Agreement, Trade Secrets means information of the Company or any Subsidiary, and their licensors, suppliers, clients and customers, without regard to form, including, but not limited to, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual customers, clients, licensors, or suppliers, or a list of potential customers, clients, licensors, or suppliers which is not commonly known by or available to the public and which information (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

6.         Inventions and Patents . Executive agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, and all similar or related information which relates to the Company’s or any of its Subsidiaries’ actual or anticipated business, research and development or existing or future products or services and which are conceived, dev