Exhibit 10.27
PACTIV EVERGREEN INC.
INVOLUNTARY TERMINATION PROTECTION POLICY
(Adopted: February 27, 2024)
The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Pactiv Evergreen Inc. (the “Company”), acting pursuant to Section 3.4(a) of its Charter, has adopted this Involuntary Termination Protection Policy (this “Policy”), and the Board has approved its application to the Chief Executive Officer of the Company (the “CEO”). Capitalized terms used but not defined elsewhere in this Policy are defined in Section 10.
Exhibit 10.27
Exhibit 10.27
Exhibit 10.27
Exhibit 10.27
Exhibit 10.27
“Base Salary” means, with respect to a Participant, the annual base salary as in effect immediately prior to the applicable Qualifying Termination or, if greater, at the level in effect immediately prior to the Change in Control in the case of a Qualifying CIC Termination.
“Cash Multiple” means, unless otherwise specified in the applicable Participation Agreement, (i) in the case of the CEO experiencing a Qualifying CIC Termination, then 250%; (ii) in the case of the CEO experiencing a Qualifying Non-CIC Termination or a Participant other than the CEO experiencing a Qualifying CIC Termination, then 200%; and (iii) in the case of a Participant other than the CEO experiencing a Qualifying Non-CIC Termination, then 100%.
“Cause” means in the good faith determination of the Committee that the applicable Participant has engaged in conduct consisting of (i) fraud, conviction of a crime or other willful or intentional misconduct related to the Participant’s duties as an employee of the Company Group or (ii) willful and continual failure (unless due to incapacity resulting from physical or mental illness) to perform the duties of the Participant’s employment which has not been corrected or remediated within 30 days after written demand for substantial performance is delivered to the Participant by the Company specifically identifying the manner in which the Participant has not substantially performed such duties.
“Change in Control” has the meaning set forth in the Company’s Equity Incentive Plan, as the same may be amended from time to time.
“CIC Period” means the period beginning on the date on which a Change in Control occurs and ending on the second anniversary thereof.
“Code” means the Internal Revenue Code of 1986, as amended.
“Company Group” means the Company and its controlled group of direct and indirect subsidiaries.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Involuntary Termination” means, with respect to a Participant, termination of employment with the Company Group other than (i) by the Company for Cause, (ii) by such Participant for any reason other than for Good Reason in compliance with Section 7 or (iii) in connection with such Participant’s death or disability.
“Participant” means each person who is eligible pursuant to Section 2 and has executed a Participation Agreement.
“Participation Agreement” means an agreement in the form attached hereto as Exhibit A.
“Person” has the meaning ascribed thereto in Section 3(a)(9) of the Exchange Act and used in Section 13(d) and Section 14(d) thereof, including a “group” as defined in Section 13(d) thereof.
Exhibit 10.27
“Pro Rata Bonus Amount” means, with respect to a Participant, the amount obtained by multiplying (i) such Participant’s Target Bonus by (ii) the amount obtained by dividing (x) the total number of full calendar days during the calendar year in which the applicable Qualifying Termination occurred during which such Participant was employed by the Company Group prior to such Qualifying Termination by (y) the total number of calendar days during such calendar year.
“Qualifying CIC Termination” means, with respect to a Participant, an Involuntary Termination that occurs during a CIC Period.
“Qualifying Non-CIC Termination” means, with respect to a Participant, an Involuntary Termination that occurs other than during a CIC Period.
“Qualifying Termination” means a Qualifying CIC Termination or a Qualifying Non-CIC Termination, as the case may be.
“Section 16 Officer” means executive officers of the Company within the meaning of Section 16 of the Exchange Act.
“Section 409A” means Section 409A of the Code, and any guidance promulgated thereunder.
“Target Bonus” means, with respect to a Participant, the amount obtained by multiplying (i) such Participant’s Base Salary by (ii) such Participant’s target annual cash incentive percentage as in effect immediately prior to the applicable Qualifying Termination or, if greater, the percentage in effect immediately prior to the Change in Control in the case of a Qualifying CIC Termination.
Exhibit 10.27
Exhibit A
Form of Participation Agreement
Exhibit 10.27
PACTIV EVERGREEN INC.
INVOLUNTARY TERMINATION PROTECTION POLICY
PARTICIPATION AGREEMENT
This Participation Agreement (this “Agreement”) is made and entered into by and between Pactiv Evergreen Inc., a Delaware corporation (the “Company”), on the one hand, and [__], an individual (the “Employee”), on the other. Capitalized terms used but not defined in this Agreement are defined in the Policy (as defined below).
R E C I T A L S
WHEREAS, the Company adopted an Involuntary Termination Protection Policy (the “Policy”) to ensure the Company that it is able to recruit and retain talented executives and assure that it will have the continued dedication and objectivity of the participants in the Policy; and
WHEREAS, the Company has designated the Employee as eligible for protection under the Policy and this Agreement, subject to the Employee’s qualifying under the Policy.
NOW, THEREFORE, the parties hereto hereby agree as follows:
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Exhibit 10.27
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the last date set forth below.
COMPANY: EMPLOYEE:
PACTIV EVERGREEN INC. [__]
By: _______________________ ___________________________
Name: J.D. Bowlin
Title: Chief Human Resources Officer
Date: ___________________ Date: ____________________