SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 20, 2005
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PACTIV CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
1-15157 36-2552989
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(Commission File Number) (IRS Employer Identification No)
1900 West Field Court, Lake Forest, Illinois 60045
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 482-2000
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Executive Officer Compensation Arrangements
Under the Company's 2002 Incentive Compensation (the "Plan"), the
Company may grant key executives Performance Shares. These awards are granted
over a three-year period, and may be earned at 0 to 200% of the grant or
"target" amount based on the Company's performance against the performance
measures determined by the Compensation/Nominating/ Governance ("C/N/G")
Committee each year, subject to adjustment by the C/N/G Committee based on the
Company's performance over the entire three-year period. The amounts earned are
measured in shares, and may be paid out in cash or shares as determined by the
C/N/G Committee. A list of the performance measures from which the C/N/G
Committee may select is included in the Plan.
The Board of Directors, upon the advice of the C/N/G Committee, had
previously approved certain matters in connection with the Performance Shares
Awards for the three-year period of 2005-07, including the 2005 performance
measures and the size of the "pool" of Performance Shares available for the
Company's CEO and the four other most highly compensated executive officers
(collectively, the "named executives"). On December 15, 2005, the target amounts
of the Awards for the participants in the Plan, including the named executives,
were finalized. For the named executives, the target amounts are as follows:
Richard L. Wambold: 120,000 shares
Andrew A. Campbell: 50,000 shares
Peter J. Lazaredes: 55,000 shares
John N. Schwab: 45,000 shares
James V. Faulkner, Jr.: 20,000 shares
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 20, 2005
PACTIV CORPORATION
By: /s/ James V. Faulkner, Jr.
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James V. Faulkner, Jr.
Vice President and General Counsel