Employment Agreement between Amcor Flexibles North America, Inc. and Fred Stephan, dated as of June 21, 2019

Exhibit 10.2

Strictly Private and Confidential
Fred Stephan	June 2019

-- By email/ in-person –

Offer of employment

Dear Fred,

I am pleased to confirm the terms and conditions of your offer.

Position: You will be employed by Bemis Company, Inc. (“Amcor”) as Business Group President, Amcor Flexibles North America, reporting to me and be based in Oshkosh, Wisconsin initially although it is anticipated that this role will migrate to the Chicago area around 18 months after close.

Start Date: Your first day of employment with Amcor will be 11^th June 2019.

Salary: Your base salary will be US$800,000 annually, which will be paid in accordance with Amcor’s standard payroll practices. Your salary will be reviewed annually on a date selected by Amcor. Salaries are adjusted at Amcor’s sole discretion to take into account the company performance, your individual performance and market and industry conditions.

Management Incentive Plan (MIP): You will be eligible to participate in the MIP (annual cash bonus plan) during each Amcor fiscal year, which begins on July 1st annually. Your incentive opportunity is targeted at 75% of your salary with payouts ranging from 0% to 150% based on individual and company performance. The terms of the MIP are described in the relevant governing documents applicable to that plan, and may be modified by Amcor from time to time in its sole discretion.

Management Incentive Plan – Equity (EMIP): You will be also be eligible to participate in the EMIP which provides an award of time restricted share rights (rights to Amcor plc shares) to the value of 50% of the cash MIP paid to you each year. Under the terms of the EMIP as currently in effect, these share rights become available to you two years from the date of grant, provided you remain employed with Amcor through the vesting date. The terms of the EMIP are described in the relevant governing documents applicable to that plan, including the 2019 Omnibus Incentive Plan (the “Omnibus Incentive Plan”), and may be modified by Amcor from time to time in accordance with the EMIP.

Long term Incentive Plan (LTIP): You will be eligible to participate in the LTIP (annual executive equity plan). The number of shares subject to the LTIP grant made to you will have a grant date fair value equal to 200% of your salary and will consist of a grant of share options and performance shares. The vesting of these awards is subject to certain performance conditions and you remaining with Amcor during the period of the plan through the vesting date. The terms of the LTIP are described in the relevant terms applicable to that plan, including the 2019 Omnibus Incentive Plan, and may be modified by Amcor from time to time in accordance with the LTIP.

Benefits: Your current benefits will remain unchanged throughout 2019. These benefits will be reviewed in due course. You will be informed of any changes at the time.

Company Car: You will be eligible to receive a company car or car allowance in accordance with the rules of the Company Car Program. You will be responsible for any personal income tax obligations arising on this allowance.

Vacation: You will be eligible for vacation consistent with the policy at your primary work location.

Holidays: You will observe and be paid for holidays recognized at your primary work location

Tax Matters, Withholding: Unless otherwise noted, all forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.

Compliance with policies: As a condition of your employment, Amcor expects you to comply with all standards, policies and procedures (as amended from time to time) including, but not limited to, anti-bribery and corruption, behavioural standards and governance, competition compliance, code of conduct and ethics, health and safety, use of confidential information, intellectual property, minimum shareholding, share trading, privacy and other policies. These policies will be made available to you through the intranet.

Restrictive Covenants: As a condition of your employment and participation in various incentive plans, you will be asked to sign the Employee Confidentiality, Loyalty, Non-Compete and Invention Agreement attached hereto.

Termination: You may terminate your employment by giving not less than 3 months’ written notice, unless Amcor agrees to accept a shorter period of notice (although no payment will be made to you on account of any period waived). Amcor may terminate your employment at any time, with or without notice or Cause. However, in the event your employment is terminated by Amcor, other than for Cause or following your Disability (each as defined in the Severance Plan, a copy of which is provided with this offer letter) or following your death, you will be eligible to participate in Amcor’s Severance Plan, and be eligible to receive severance benefits equivalent to 12 months’ base salary. Any severance benefits will be payable subject to your execution of a general release and such other documents as the company may reasonably request and your compliance with the terms of this offer letter and any obligations under the Severance Plan.

Sincerely,

I hereby acknowledge receipt of this employment offer and attachment and accept the position as Business Group President – Amcor Flexibles North America with Bemis Company, Inc. (“Amcor”). I acknowledge that this employment offer letter (along with the final form of any referenced documents) represents the entire agreement between Amcor and I, and that no verbal or written agreements, promises or representations that are not specifically stated in this employment offer letter, are or will be binding upon Amcor.

ATTACHMENT 1

EMPLOYEE CONFIDENTIALITY, LOYALTY, NON- COMPETE AND INVENTION AGREEMENT

I understand that this Agreement covers a number of matters of vital importance to Amcor Plc (“AMCOR”) and its parent, subsidiaries, and affiliates (all of which, together with AMCOR, are referred to as the “Company”), enabling it to protect its competitive interests and also the interests of all employees of the Company. I also understand that my employment, access to confidential information, continued and future employment and compensation, and consideration for future increases in compensation are dependent on my agreement to the terms and conditions set forth below. Accordingly, I agree as follows:

ATTACHMENT 1

ATTACHMENT 1

ACKNOWLEDGEMENT AND ACCEPTANCE

I have read this Agreement and I acknowledge, understand, and agree to all of the terms, conditions, and representations.