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PACTIV CORPORATION 2002 INCENTIVE COMPENSATION PLAN
PERFORMANCE SHARE AWARD AGREEMENT
_________________________
Participant
Pursuant to the provisions of the
Pactiv Corporation 2002 Incentive
Compensation Plan, you were
granted an Award of ________ Performance Shares,
on ______________ ("Grant Date").
The Restricted Period applicable to the
Award begins on the Grant Date and
ends on ________________, subject to the
performance targets established at
the beginning of each measurement period by
the
Compensation/Nominating/Governance Committee. The performance
targets may
be further adjusted by the
Committee to reflect the effects of any Corporate
Transaction to the extent allowed
by Internal Revenue Code Sec. 162(m) and the
regulations thereunder. During the
Restricted Period, and until all conditions
imposed on the shares are
satisfied, the Performance Shares are restricted in
that they may not be sold,
transferred, pledged or otherwise encumbered, or
disposed of, by you. However, you
will be entitled to receive payments,
subject to withholding for taxes,
equivalent in timing and amount to the
dividends paid, if any, on the
Common Stock of Pactiv Corporation, ("Common
Stock"), as if each Performance
Share represented one full share of Common
Stock, as long, during the
Restricted Period, as you are continuously employed
by the Pactiv Corporation
Companies. Such payments may be in the form of
additional Performance Shares
subject to the same restrictions as the original
