Retention Agreement of Michael Ragen, dated July 17, 2019
July 17, 2019
CFO / COO, Pactiv
Re: Retention Agreement
We are pleased to offer you (you or Employee) this retention bonus agreement (the Agreement) related to your continued service to Pactiv (the Company).
The terms of this Agreement are as follows:
1. Retention Bonus. Subject to the terms and conditions herein, the Company will provide you with a retention bonus in the gross amount of $980,000 (Retention Bonus). The Retention Bonus shall be payable in the following manner:
The Retention bonus shall be paid in three installments with 1/3 ($326,666.67)payable in the next available payroll immediately following the Companys receipt of this Agreement signed by you; and, 1/3 payable on 12/31/19; and, 1/3 payable on 6/30/20.
The Retention Bonus is subject to regular tax withholdings and other authorized deductions. This bonus will not be treated as compensation for any purpose under any benefit plans or programs, unless statutorily required.
2. Period of this Agreement. In order to accept the offer set forth herein, you must promptly sign and return this Agreement to Steve Estes (Chief Human Resources Officer, Rank Group) but in no event later than July 19, 2019. This Agreement will commence as of the date noted above and will end December 31, 2020 (the Agreement Period), provided, however, that Section 4 (Confidentiality) of this Agreement shall survive the expiration or termination of this Agreement.
3. Repayment on Resignation or Termination for Cause. In the event that you resign or the Company terminates your employment for Cause during the Agreement Period, you agree to promptly repay Company for the Retention Bonus, but in no event later than thirty (30) days after your last day of employment with the Company. You further agree that, in the event you resign or are terminated for Cause, the Company may deduct the amount of the Retention Bonus in whole or in part from any payments then due to you from the Company.
For purposes of this Agreement, the Company may terminate the Employees employment for Cause if in the good faith determination of the Companys CEO that Employee has engaged in conduct consisting of (i) dishonesty or other serious misconduct related to Employees duties as an employee of the Company, or (ii) willful and continual failure (unless due to incapacity resulting from physical or mental illness) to perform the duties of Employees employment after written demand for substantial performance is delivered to Employee by the Company specifically identifying the manner in which Employee has not substantially performed such duties.
4. Confidentiality. You agree to keep the existence of this Agreement and its terms confidential, unless disclosure is required pursuant to an order by a court of competent jurisdiction. However, you may discuss the terms of this Agreement with your spouse, attorney(s) or tax advisor(s), provided any such person agrees to keep the existence and terms of this Agreement strictly confidential.
5. Continuation of Employment. This Agreement does not change your status as an at-will employee and does not guarantee your employment for any specific period of time. The Company reserves the right to terminate you at any time and for any or no reason.
6. Governing Law/Captions/Severance/Attorneys Fees. This Agreement shall be construed in accordance with, and pursuant to, the laws of the State of Illinois. The captions of this Agreement shall not be part of the provisions hereof, and shall have no force or effect. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. In the event that the Company must file a claim to seek enforcement of any provision of this Agreement, the Company shall be entitled to receive compensation for related costs, including but not limited to reasonable attorneys fees and interest.
7. Entire Agreement/Amendment. This instrument contains the entire agreement of the parties relating to the subject matter hereof, and the parties have made no agreement, representations, or warranties relating to the subject matter of this Agreement that are not set forth herein. This Agreement may be amended at any time by written agreement of both parties, but it shall not be amended by oral agreement.
We look forward to your continuing contributions to the Company. Please acknowledge by signing below that you have read this Agreement and you understand and agree to its terms.
/s/ John McGrath
I, Mike Ragen, have read this Agreement, and I understand and agree to its terms.
/s/ Michael Ragen
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