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**Exhibit 10.(t)**

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**10-30-2009**

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**MANAGEMENT AGREEMENT**

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THIS MANAGEMENT AGREEMENT (the “Agreement”) isentered into by and between Bemis Company, Inc., a Missouri corporation(the “Company”) and                                                                  (the “Executive”).

 

WHEREAS, the Executive is a key member of themanagement of the Company and has devoted substantial skill and effort to theaffairs of the Company; and

 

WHEREAS, the Company and its shareholders wish tocontinue to obtain the benefits of the Executive’s services and attention tothe affairs of the Company; and

 

WHEREAS, the Company recognizes that, as apublicly-held corporation, it is subject to the ongoing risk of a change ofcontrol, and that the adverse personal consequences of a change of control maydistract Executive or encourage Executive’s premature termination of employmentto the detriment of the Company and its shareholders; and

 

WHEREAS, it is desirable and in the best interests of the Company andits shareholders to take steps that will allow the Executive to make judgmentsand advise the Company with respect to proposed changes of control withoutregard to the possible adverse personal consequences of such events, and toprovide an inducement for the Executive to remain in the service of the Companyprior to any proposed or anticipated change of control, and to remain in theservice of the Company after any change of control to the extent necessary tofacilitate an orderly transition; and

 

WHEREAS, the Executive desires to obtain appropriateprotection in the event of an actual or anticipated change of control; and

 

WHEREAS, the Company recognizes that it is importantto Executive to receive prompt and certain payment of any amounts which becomedue under this Agreement;

 

NOW THEREFORE, in consideration of the foregoing and the mutualcovenants and agreements contained herein, the Company and the Executive herebyagree as follows:

 

1.             **Defined Terms**.  Capitalized terms not otherwise definedherein shall have the meanings ascribed to them in Appendix A.

 

2.             **Duration**. This Agreement establishes certain rights and obligations in the eventExecutive has a Qualifying Event (as defined in Section 5 below).  Unless earlier terminated or modified, whichin either case can be done only by mutual written consent of the parties, thisAgreement shall continue in effect until either (i) the benefits due andpayable under this Agreement have been paid in full or (ii) the Executive’semployment with Company terminates under circumstances that do not entitleExecutive to any benefits under this Agreement.

 

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3.             **Prior Agreements**.  Any prior agreement entered into by andbetween Executive and the Company that was titled “Management Agreement” andthat, among other things, provided compensation upon the occurrence of a “Changein Control Event,” is hereby terminated. Except as otherwise provided herein, this Agreement supercedes any such “ManagementAgreement” and the portion or portions of any and all other agreements enteredinto prior to the effective date of this Agreement relating to severance payand post-employment welfare benefits due to Executive in the event Executivehas a Qualifying Event.  Nothing in thisAgreement shall adversely affect any rights Executive may have to equity-basedcompensation (including but not limited to stock options, equity units, andrestricted stock), long-term incentive compensation, supplemental retirementbenefits, deferred compensation that is not severance pay, and benefits underany employee benefit plan (within the meaning of Section 3(3) of theEmployee Retirement Income Security Act of 1974, as amended), all of whichshall be administered after a Qualifying Event in accordance with the terms ofthe applicable plan documents and agreements and without regard to thisAgreement.

 

4.             **No Employment Contract**.  This Agreement shall not be construed ascreating an express or implied contract of employment.  Except as otherwise agreed in writing betweenthe Executive and the Company, the Executive’s employment shall be “at will”and Executive shall not have any right to be retained in the employ of theCompany and its affiliates.

 

5.             **Qualifying Event**.  The Executive shall be deemed to have had a “QualifyingEvent” if prior to attaining age 65:

 

(a)           the Executive has anInvoluntary Termination or Constructive Involuntary Termination on, or within36 months after, the date of a Change of Control Event;

 

(b)           the Executive has anInvoluntary Termination or Constructive Involuntary Termination within threemonths prior to the date of a Change of Control Event; or

 

(c)           the Executive has anInvoluntary Termination or Constructive Involuntary Termination (i) lessthan twelve months prior to the date of a Change of Control Event or (ii) whilea Change of Control Event is under serious consideration (whether or not itactually occurs), unless (in either case) the Company can establish that theExecutive’s Involuntary Termination or Constructive Involuntary Termination wasfor reasons unrelated to such Change of Control Event.

 

Whether a Qualifying Event has occurred shallbe determined separately with respect to each Change of Control Event and eachevent constituting a Constructive Involuntary Termination or InvoluntaryTermination.  If the event constituting aConstructive Involuntary Termination is a failure by the Company to obtainassumption of this Agreement by any successor as contemplated by Section 12of this Agreement, the date on which the succession became effective shall bedeemed the date of the Qualifying Event. Amounts shall not be paid under Sections 6 and 7 of this Agreement formore than one Qualifying Event.

 

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For purposes of subsection (c) above, aChange of Control Event shall be deemed to be “under serious consideration” atany time after negotiations with respect to the possible Change of ControlEvent have commenced (including, but not limited to, negotiations prior to theexecution of a non-binding letter of intent) and at any time after the Companyreceives direct or indirect notice of a Person’s intent to cause an event thatwould, if it occurred, result in a Change of Control Event.  Serious consideration as described in thepreceding sentence shall be deemed to end on the earliest of the date on whichsuch negotiations are abandoned, the Company receives direct or indirect noticethat such Person has abandoned efforts to cause the event that would be aChange of Control Event, or the relevant Change of Control Event actuallyoccurs.

 

6.             **Compensation and Benefits Through Date of Termination**.  If the Executive has a Qualifying Event,Company shall immediately pay Executive (a) the full amount of Executive’ssalary through the date of Executive’s Qualifying Event to the extent notpreviously paid, and (b) the product of (i) an amount equal toExecutive’s target annual bonus for the fiscal year of the Company in which theQualifying Event occurs and (ii) a fraction, the numerator of which is thenumber of days in the current fiscal year through and including the date of theExecutive’s Qualifying Event and the denominator of which is 365.  In addition, in the event of Executive’sQualifying Event, Company shall also, to the extent not previously paid orprovided, pay or provide Executive with all other amounts and benefits thatExecutive has accrued or is eligible to receive through the date of suchQualifying Event under any plan, program, policy, practice or arrangement ofthe Company and/or its affiliates (including but not limited to welfarebenefits and perquisites).

 

7.             **Change of Control Severance Payments**.  If the Executive has a Qualifying Event, theExecutive also shall be entitled:

 

(a)           to immediatelyreceive from the Company a cash payment in an amount equal to two times the sumof (i) the Executive’s salary for the calendar year last preceding thedate of Executive’s Qualifying Event or, if higher, the Executive’s annualsalary rate in effect immediately prior to such Qualifying Event, (ii) theExecutive’s target annual bonus for the fiscal year of the Company in which theQualifying Event occurs or, if higher, the Executive’s highest annual bonus forthe five-year period ending with the full calendar year (or if such bonuses aredetermined on the basis of a fiscal year, the full fiscal year) last precedingthe date of Executive’s Qualifying Event, and (iii) 30 percent of theannual salary used in (i) above, which amount is intended to serve as anestimate of the annual value of the fringe benefits and other perquisites towhich Executive was entitled immediately prior to the Qualifying Event; and

 

(b)           for twenty-fourmonths after the Qualifying Event, to participate in any health, disability andlife insurance plan or program in which Executive was entitled to participateimmediately prior to the Qualifying Event as if he were an employee of theCompany during such twenty-four month period; provided, however, that in theevent that Executive cannot participate in any such health, disability or lifeinsurance plan or program, the Company, at its sole cost and expense, shallarrange to provide the Executive with benefits no less favorable to Executivethan those which Executive would have been entitled to receive if Executive hadcontinued to participate in such plan or program.

 

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The compensation and benefits described abovein this Section 7 shall be subject to the following:

 

(1)           Forpurposes of subsection (a) above, the Executive’s salary, annual salaryrate, target annual bonus and highest annual bonus shall be the gross amountsof such compensation determined without regard to any deductions, deferrals orwithholding.

 

(2)           IfExecutive’s Qualifying Event occurs after the month in which the Executiveattains age 63, the amount in subsection (a) above shall be determined bysubstituting for “two” a fraction, the numerator of which is the number ofwhole and partial calendar months in the period beginning with the month inwhich the Executive’s Qualifying Event occurs and ending with the month inwhich the Executive attains age 65, and the denominator of which is 12.

 

(3)           IfExecutive’s Qualifying Event occurs after the month in which the Executiveattains age 63, the number of months referred to in subsection (c) aboveshall be determined by substituting for “twenty-four” the number of whole andpartial calendar months in the period beginning with the month in which theExecutive’s Qualifying Event occurs and ending with the month in which theExecutive attains age 65.

 

(4)           Thesum of the amounts payable under subsections (a) and (b) above shallbe reduced by any severance pay which the Executive receives from the Companyunder any other policy or agreement of the Company on account of Executive’sQualifying Event.

 

(5)           Forpurposes of subsection (b) above, a health plan or program shall includeany separate dental, vision, prescription drug, or other health-relatedbenefit.

 

(6)           Ifimmediate payment of any amounts payable pursuant to subsection (a) abovewould violate Section 409A of the Code or Treas. Reg. 1.409A-3(i)(2),payment of those amounts shall be delayed until the earliest time at whichpayment of those amounts can be made without such violation.

 

8.             **ExciseTax Adjustment**.  If it shallbe determined that a Payment would make the Executive liable for any ExciseTax, the cash compensation payable under this Agreement shall be reduced by anamount sufficient so that no Excise Tax is due. The amount of any reduction shall be determined by the Accounting Firm,which shall provide detailed supporting calculations both to the Company and tothe Executive.  The Accounting Firm shallfurnish the Executive and the Company with a written opinion as to whether areduction is required pursuant to this Section, and the amount of reductionthat is required.  All fees and expensesof the Accounting Firm shall be borne solely by the Company.

 

9.             **Late Payment**.  Any amount payable under this Agreement thatis not paid within ten calendar days after it becomes due shall bear interestfrom the date it became due through the date of payment at the “prime rate”(the base annual lending rate used by a plurality of the 

 

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nation’s largest banks) as reported in theWall St. Journal for the date on which the payment was due (or if that is not adate on which the prime rate is so reported, the then current prime rate asmost recently reported) plus 5%, compounded monthly.

 

10.           **Legal Fees**. The Company shall pay all legal fees and expenses (including but notlimited to attorneys’ fees and court costs) reasonably incurred by theExecutive in connection with efforts by or on behalf of the Executive to obtainor enforce any right or benefit provided by or claimed under this Agreement,regardless of the ultimate outcome or resolution of such claims.  Such legal fees and expenses shall be paidwithin ten calendar days after Executive’s written request for payment.  Payments made after such tenth day shallincur interest at the rate set forth in Section 9 above.  Company’s payment of Executive’s legal feesand expenses shall not give Company any right to select or to approve counselretained by Executive.  No disputeregarding the reasonableness of such fees and expenses shall authorize orexcuse their late payment.

 

11.           **Mitigation Not Required**.  Executive shall not be required to mitigatethe amount of any payment or other benefit provided for in this Agreement byseeking other employment or otherwise, nor shall the amount of any payment orother benefit provided for in this Agreement be reduced by any compensationearned by the Executive as the result of employment by another employer aftertermination, or otherwise.

 

12.           **Successors and Assigns**.  This Agreement shall be binding upon andinure to the benefit of the successors, legal representatives and assigns ofthe parties hereto; provided, however, that the Executive shall not have anyright to assign, pledge or otherwise dispose of or transfer any interest inthis Agreement or any payments hereunder, whether directly or indirectly or in wholeor in part, without the written consent of the Company.  The Company will require any successor(whether direct or indirect, by purchase of a majority of the outstandingvoting stock of the Company or all or substantially all of the assets of theCompany, or by merger, consolidation or otherwise), by agreement in form andsubstance satisfactory to the Executive, to assume expressly and agree toperform this Agreement in the same manner and to the same extent that theCompany would be required to perform it if no such succession had takenplace.  Failure of the Company to obtainsuch agreement prior to the effectiveness of any such succession shall be abreach of this Agreement, shall constitute a Constructive InvoluntaryTermination, and shall be treated as a Qualifying Event entitling the Executiveto the compensation and benefits described in Sections 6 and 7 of thisAgreement unless such failure is remedied within 10 calendar days after Companyreceives written notice thereof.  As usedin this Agreement, Company shall mean the Company as hereinbefore defined andany successor to its business and/or assets as aforesaid which is required toexecute and deliver the Agreement provided for in this Section 12 or whichotherwise becomes bound by all the terms and provisions of this Agreement byoperation of law.

 

13.           **Governing Law**.  This Agreement shall be construed inaccordance with the laws of the State of Minnesota, applied without givingeffect to any choice of law provisions thereof.

 

14.           **Notices**. All notices, requests and demands given to or made pursuant hereto shallbe in writing and shall be delivered or mailed to any such party at its addresswhich:

 

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(a)           In the case ofthe Company shall be:

 

Bemis Company, Inc.

One Neenah Center, 4th Floor

PO Box 669

Neenah, WI 54957

Attn:  General Counsel

 

(b)           In the case ofExecutive shall be:

 
| [HOME ADDRESS ON FILE] |   |
|------------------------|--------|

 

Either party may, by notice hereunder,designate a changed address.  Any notice,if mailed properly addressed, postage prepaid, registered or certified mail,shall be deemed to have been given on the registered date or that date stampedon the certified mail receipt.

 

15.           **Severability**.  In the event that any portion of thisAgreement is held to be invalid or unenforceable for any reason, it is herebyagreed that such invalidity or unenforceability shall not affect the otherportions of this Agreement and that the remaining covenants, terms andconditions or portions hereof shall remain in full force and effect, and anycourt of competent jurisdiction may so modify the objectionable provision as tomake it valid, reasonable and enforceable. In the event that any benefits to the Executive provided in thisAgreement are held to be unavailable to the Executive as a matter of law, theExecutive shall be entitled after a Qualifying Event to the remaining benefitsavailable under this Agreement, or if better, severance benefits at least asfavorable to Executive (when aggregated with the benefits under this Agreementthat are actually received by the Executive) as the most advantageous severancebenefits made available by the Company to employees of comparable position andseniority to the Executive during the five-year period prior to Executive’sQualifying Event or the Change of Control Event, whichever happens first.

 

16.           **Effect of Code §409A**.  This Agreement shall be construed inaccordance with any applicable requirements of Code §409A.

 

IN WITNESS WHEREOF, the parties hereto haveexecuted this Agreement as of the day and year first above written.

 
| EXECUTIVE    |   | BEMIS COMPANY, INC. |
|--------------|--------|---------------------|
|         |   |                |
|         |   |                |
|         |   |                |
|         |   | By:                 | Henry J. Theisen |
|         |   | Its:                | President and Chief Executive Officer |
|         |   |                |
| Date Signed: |   |                | Date Signed: |   |
|              |        |                     |  |  |  |

 

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**APPENDIX A**

# **TO MANAGEMENT AGREEMENT**

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## **DEFINITIONS**

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As used in this Agreement the capitalized terms not otherwise definedshall have the meanings ascribed to them below.

 

#### **Accounting Firm**

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The term “Accounting Firm” shall mean a nationally recognized certifiedpublic accounting firm designated by the Executive.

 

### **Cause**

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“Cause” shall mean, and be limited to, (i) willfuland gross neglect of duties by the Executive that has not been substantiallycorrected within 30 days after Executive’s receipt from Company of written noticedescribing the neglect and the steps necessary to substantially correct it, or (ii) anact or acts committed by the Executive constituting a felony and substantiallydetrimental to the Company or its reputation.

 

### **Change of Control Event**

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A “Change of Control Event” shall be deemedto have occurred if any of the following occur:

 

(1)           Any“Person” (as defined in Section 13(d) of the Securities Exchange Actof 1934, as amended, or any successor statute thereto (the Exchange Act)acquires or becomes a beneficial owner (as defined in Rule 13d-3 or anysuccessor rule under the Exchange Act), directly or indirectly, ofsecurities of the Company representing 20% or more of the combined voting powerof the Company’s then outstanding securities entitled to vote generally in theelection of directors (“Voting Securities”) or 20% or more of the outstandingshares of common stock of the Company (“Common Stock”), provided, however, thatthe following shall not constitute a “Change of Control Event.”

 

(a)           any acquisition or beneficial ownership by the Company ora subsidiary of the Company;

 

(b)           any acquisition or beneficial ownership by any employeebenefit plan (or related trust) sponsored or maintained by the Company or oneor more of its subsidiaries;

 

(c)           any transaction with respect to which, immediatelyfollowing such acquisition, more than 80% respectively, of (i) thecombined voting power of the Company’s then outstanding Securities and (ii) theCommon Stock

 

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is then beneficially owned,directly or indirectly, by all or substantially all of the persons whobeneficially owned Voting Securities and Common Stock respectively, of theCompany immediately prior to such transaction in substantially the sameproportions as their ownership prior to such acquisition;

 

(2)           Continuing Directors shall not constitute a majority ofthe members of the Board of Directors of the Company.  Continuing Directors shall mean:  (a) individuals who, on the date hereof,are directors of the Company, (b) individuals elected as directors of theCompany subsequent to the date hereof for whose election proxies shall havebeen solicited by the Board of Directors of the Company, or (c) anyindividual elected or appointed by the Board of Directors of the Company tofill vacancies on the Board of Directors of the Company caused by death orresignation (but not by removal) or to fill newly-created directorships,provided that a Continuing Director shall not include an individual whoseinitial assumption of office occurs as a result of an actual or threatenedelection contest with respect to the threatened election or removal ofdirectors (or other actual or threatened solicitation of proxies or consents)by or on behalf of any person other than the Board of Directors of the Company;

 

(3)           Consummation of a reorganization, merger or consolidationof the Company (other than a merger or consolidation with a subsidiary of theCompany), unless immediately following such reorganization, merger orconsolidation, all or substantially all of the persons who were the beneficialowners, respectively, of Voting Securities and Common Stock immediately priorto such reorganization, merger or consolidation beneficially own, directly orindirectly, more than 80% respectively of (i) the combined voting power ofthe then outstanding Voting Securities entitled to vote generally in theelection of directors, and (ii) the then outstanding shares of CommonStock of the corporation resulting from such reorganization, merger orconsolidation in substantially the same proportions as their ownership of theVoting Securities and Common Stock, as the case may be, immediately prior tosuch reorganization, merger or consolidation;

 

(4)           Approval by the shareholders of the Company of (i) acomplete liquidation or dissolution of the Company or (ii) the sale orother disposition of all or substantially all of the assets of the Company (inone or a series of transactions), other than to a corporation with respect towhich, immediately following such a sale or other disposition, more than 80%,respectively, of (i) the combined voting power of the then outstandingVoting Securities of such corporation entitled to vote generally in theelection of directors, and (ii) the then outstanding shares of CommonStock of such corporation is then beneficially owned, directly or indirectly,by all or substantially all of the persons who were the beneficial ownersrespectively of the Voting Securities and Common Stock immediately prior tosuch sale or other disposition in substantially the same proportions as theirownership of the Voting Securities and Common Stock, as the case may be,immediately prior to such sale or other disposition;

 

(5)           The Company enters into a letter of intent, an agreementin principle or a definitive agreement relating to a “Change of Control Event”described in Subparagraphs (1), (2), (3) or (4) hereof thatultimately results in such a “Change of Control Event”, or a tender or

 

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exchange offer or proxycontest is commenced which ultimately results in such a “Change of Control ofEvent”.

 

Notwithstanding anything stated above, a “Changeof Control Event” shall not be deemed to occur with respect to the Executive ifthe acquisition or beneficial ownership of the 20% or greater interest referredto in Subparagraph (1) is by the Executive or by a group, acting inconcert, that includes the Executive.

 

**Code**

 

“Code” shall mean the Internal Revenue Codeof 1986, as amended.

 

**ConstructiveInvoluntary Termination**

 

Any of the six occurrences below shallconstitute a “Constructive Involuntary Termination”:

 

(1)           Reductionof the Executive’s title, duties, responsibilities or authority, other than for“Cause” or on account of “Disability”;

 

(2)           Reductionof the Executive’s annual base salary;

 

(3)           Reductionof the aggregate benefits under the Company’s pension, profit sharing,retirement, life insurance, medical, health and accident, disability, bonus andincentive plans and other employee benefit plans and arrangements or reductionof the number of paid vacation days to which the Executive is entitled;

 

(4)           Companyfails to obtain assumption of this Agreement by any successor as contemplatedby Section 12 of the Agreement;

 

(5)           Companyrequires Executive to perform his primary duties at a location that is morethan 25 miles further from Executive’s primary residence than the location atwhich the Executive performs his primary duties on the effective date of thisAgreement (or, if Executive changes his primary residence, that is more than 25miles further from Executive’s primary residence after such change than thelocation at which the Executive performed his primary duties at the time ofsuch change); or

 

(6)           Atermination of employment with the Company by the Executive after any of theoccurrences in Subparagraphs (1) through (5) above.

 

The foregoing definition of ConstructiveInvoluntary Termination shall be subject to the following:

 

(i)            Notwithstanding theabove, “Constructive Involuntary Termination” shall not include an inadvertentfailure to obtain assumption of this Agreement that is remedied by the Companywithin 10 calendar days after its receipt of notice thereof.

 

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(ii)           If the Executive’sduties, responsibilities or authority prior to a Change in Control Event relateto the Company as a whole, rather than to a specific business or operating unit(e.g., as in the case of the Company’s Chief Executive Officer, Chief OperatingOfficer, Chief Financial Officer, General Counsel or a Vice President withauthority for an aspect of the Company’s business that is not limited to anyparticular business or operational unit, such as the Vice President of HumanResources), then a reduction described in subparagraph (1) above shall bedeemed to occur if such duties, responsibilities or authority do not extendafter the Change in Control Event to the entire successor organization.  If the Executive’s duties, responsibilitiesor authority prior to a Change in Control Event relate exclusively to aspecific business or operating unit of the Company, then a reduction describedin subparagraph (1) shall be deemed to occur if such duties,responsibilities or authority after the Change in Control Event do not extendafter the Change in Control Event to all or substantially all of the samebusiness or operating unit.

 

(iii)          Notwithstanding theabove, if Executive believes there are grounds for a “Constructive InvoluntaryDischarge” under (1), (2), (3), (5) or (6), Executive must notify theCompany within 30 days after Executive becomes aware of suchcircumstances.  “Constructive InvoluntaryDischarge” shall not occur without such notice and shall not include anycircumstances that are remedied by the Company within 30 days after receivingsuch notice.

 

**Disability**

 

“Disability” shall be a condition entitlingthe Executive to benefits under Bemis’ Long Term Disability Plan.

 

**Equity Unit**

 

“Equity Unit” shall mean a unit awarded undera long-term incentive compensation plan maintained by the Company, such as theBemis Company, Inc. 2007 Stock Incentive Plan, that is, or entitles theaward recipient to receive, a share of common stock of the Company (regardlessof whether such unit is subject to a risk of forfeiture).

 

**Excise Tax**

 

“Excise Tax” shall mean the excise taximposed on Executive by Section 4999 of the Code or any successorprovision thereto, and any interest and penalties incurred by the Executivewith respect to such excise tax.

 

**Fair MarketValue**

 

“Fair Market Value” of a share of the Company’scommon stock as of a particular day shall mean the closing price of a share ofthe Company’s common stock on the New York Stock Exchange on such day, or if nosale has been made on such exchange on such day, on the last preceding day onwhich any such sale was made.

 

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**InvoluntaryTermination**

 

“InvoluntaryTermination” shall mean a termination by the Company of the Executive’semployment that is not a termination for “Cause” and that is not on account ofthe death or “Disability” of the Executive.

 

**Payment(s)**

 

A “Payment” is any paymentor distribution by the Company to or for the benefit of the Executive whetherpaid or payable or distributed or distributable pursuant to the terms of thisAgreement, any stock option, equity unit, restricted stock agreement orotherwise.

 

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