exv4w7






EXHIBIT 4.7

Restated Electronically for

SEC Filing Purposes




PACTIV CORPORATION

DEFERRED COMPENSATION PLAN



(Amended and Restated Electronically for SEC Filing Purposes

Effective September 5th, 2008)



 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	1. 	 	ADOPTION, PURPOSE, AND INTERPRETATION
	 	 	1	 
	 	 	 
	 	 	 	 
	2. 	 	DEFINITIONS
	 	 	1	 
	 	 	 
	 	 	 	 
	3. 	 	ELIGIBILITY AND PARTICIPATION
	 	 	3	 
	 	 	 
	 	 	 	 
	4. 	 	DEFERRED COMPENSATION ACCOUNT
	 	 	4	 
	 	 	 
	 	 	 	 
	5. 	 	DEFERRED AMOUNTS
	 	 	4	 
	 	 	 
	 	 	 	 
	6. 	 	ADJUSTMENTS TO DEFERRED AMOUNTS
	 	 	5	 
	 	 	 
	 	 	 	 
	7. 	 	VESTING
	 	 	7	 
	 	 	 
	 	 	 	 
	8. 	 	PAYMENT OF DEFERRED AMOUNTS
	 	 	7	 
	 	 	 
	 	 	 	 
	9. 	 	PARTICIPANT REPORTS
	 	 	8	 
	 	 	 
	 	 	 	 
	10. 	 	TRANSFERABILITY OF INTERESTS
	 	 	9	 
	 	 	 
	 	 	 	 
	11. 	 	ADMINISTRATION
	 	 	9	 
	 	 	 
	 	 	 	 
	12. 	 	AMENDMENT, SUSPENSION AND TERMINATION
	 	 	9	 
	 	 	 
	 	 	 	 
	13. 	 	UNFUNDED OBLIGATION
	 	 	9	 
	 	 	 
	 	 	 	 
	14. 	 	NO RIGHT TO EMPLOYMENT OR OTHER BENEFITS
	 	 	10	 
	 	 	 
	 	 	 	 
	15. 	 	DISPUTE RESOLUTION
	 	 	10	 






 









 





PACTIV CORPORATION

DEFERRED COMPENSATION PLAN




(Amended and Restated Electronically for SEC Filing Purposes

Effective September 5th, 2008)





	1.	 	ADOPTION, PURPOSE, AND INTERPRETATION





Effective November 1, 1999, Pactiv Corporation (the “Company”) adopted the Pactiv Corporation
Deferred Compensation Plan (the “Plan”) to provide members of Pactiv Corporation’s Board of
Directors and eligible members of a select group of management or highly compensated employees of
the Company an opportunity to defer receipt of a portion of his or her compensation. Effective
January 1, 2005, the Plan was amended and restated to incorporate certain provisions of the
American Jobs Creation Act of 2004, and subsequent regulatory guidance. This document applies to
amounts earned and vested on or after January 1, 2005. The document effective November 1, 1999,
applies to amounts earned and vested before January 1, 2005. The Company intends the Plan to be a
nonqualified deferred compensation plan under Code Section 409A. The Plan shall be administered
and interpreted in accordance with Code Section 409A, the Treasury regulations issued thereunder,
and any other applicable authority.



This document amends and restates the Plan to incorporate all amendments adopted since the January
1, 2005, restatement, solely in order to enable the Plan with all amendments to be filed
electronically with the Securities and Exchange Commission.




	2.	 	DEFINITIONS





Wherever used herein, the following terms have the meanings set forth below, unless a different
meaning is clearly required by the context:




	 	(a)	 	“Beneficiary” means the individual or entity that an Eligible Person designates
to receive Deferred Amounts in the event of the Eligible Person’s death. The Eligible
Person shall designate the Beneficiary on a form approved by the Plan Administrator and
the Eligible Person may change such designation at any time by completing and
submitting a new form to the Plan Administrator. A designation is not effective until
the Plan Administrator receives the form.
	 
	 	(b)	 	“Change in Control Event” means a change in the ownership or effective control
of the Company or a change in the ownership of a substantial portion of the assets of
the Company, as defined in Treas. Reg. § 1.409A-3(i)(5).
	 
	 	(c)	 	“Code” means the Internal Revenue Code of 1986, as amended.
	 
	 	(d)	 	“Company” means Pactiv Corporation and its subsidiaries and affiliates.
	 
	 	(e)	 	“Deferred Amount” means, prior to May 19, 2005, that portion of an Eligible
Person’s EICP Bonus, Performance Shares, annual retainer fee, committee retainer fee,
and/or annual meeting fee that an Eligible Person elects to defer




 









 






	 	 	 	under Section 5 or that is deemed deferred as provided under subsection 5(b).
Effective on or after May 19, 2005, “Deferred Amount” means that portion of an
Eligible Person’s EICP Bonus, Performance Shares, annual retainer fee, committee
retainer fee, annual meeting fee, and/or stock equivalent units that an Eligible
Person elects to defer under Section 5 or that is deemed deferred as provided under
subsection 5(b).






	 	(f)	 	“Deferred Compensation Account” means the memorandum account the Company
establishes on its books to record Deferred Amounts and earnings, income, gains,
premiums, losses and distributions with respect to such amounts.
	 
	 	(g)	 	“Deferral Election Form” means the document(s) or other means prescribed by the
Plan Administrator pursuant to which an Eligible Person may elect to contribute
Deferred Amounts to the Plan.
	 
	 	(h)	 	“Director” means a member of the Pactiv Corporation Board of Directors.
	 
	 	(i)	 	“Disability” means the Participant:






	 	(1)	 	is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months;
	 
	 	(2)	 	is, by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than 3 months under an accident
and health plan covering employees of the Company; or
	 
	 	(3)	 	has been determined to be totally disabled by the Social
Security Administration.






	 	(j)	 	“Election Period I” means the continuous, 30-day period that ends no later than
each June 30th during which time an Eligible Employee may elect to defer
receipt of his or her EICP Bonus and Performance Shares.
	 
	 	(k)	 	“Election Period II” means the continuous, 30-day period that ends no later
than each December 31st during which time a Director may elect to defer
receipt of his or her annual retainer fee, committee retainer fee and annual meeting
fee.
	 
	 	(l)	 	“Eligible Employee” means each U.S. paid employee of the Company who is
eligible for the Company’s Executive Incentive Compensation Plan (Amended and Restated
March 20, 2002), as amended and restated from time to time.
	 
	 	(m)	 	“Eligible Person” means an Eligible Employee or Director who is notified by the
Plan Administrator that he or she is eligible to participate in the Plan.





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	 	(n)	 	“EICP Bonus” means the amount awarded to an Eligible Employee under the
Company’s Executive Incentive Compensation Plan (Amended and Restated March 20, 2002),
as amended and restated from time to time.
	 
	 	(o)	 	“Measurement Period” means each calendar year.
	 
	 	(p)	 	“Notice” means I.R.S. Notice 2005-1, 2005-2 I.R.B. 274 (1/10/2005).
	 
	 	(q)	 	“Participant” means an Eligible Employee or Director who has a Deferred Amount
credited to his or her Deferred Compensation Account.
	 
	 	(r)	 	“Performance Shares” means the shares of Pactiv Corporation common stock
awarded to an Eligible Employee under the Pactiv Corporation 2002 Incentive
Compensation Plan (Effective May 17, 2002), as amended and restated from time to time.
	 
	 	(s)	 	“Plan Administrator” means the Compensation/Nominating/Governance Committee of
the Pactiv Corporation Board of Directors, or its designee.
	 
	 	(t)	 	“Retirement” means a Participant’s separation from service on or after he or
she reaches age 55 with at least ten (10) Years of Service.
	 
	 	(u)	 	“Service Year” means each 12-month period that begins May 1st and
ends the immediately following April 30th.
	 
	 	(v)	 	“Unforeseeable Emergency” means a severe financial hardship to the Participant
as defined in Treas. Reg. § 1.409A-3(i)(3).
	 
	 	(w)	 	“Year of Service” means






	 	(1)	 	each consecutive twelve-month period commencing on an Eligible
Employee’s first day of employment with the Company and ending on the date the
Eligible Employee separates from service; and
	 
	 	(2)	 	each year of service credited to the Eligible Employee pursuant
to a written agreement between Pactiv Corporation and the Eligible Employee for
purposes of calculating service under the Pactiv Corporation Supplemental
Executive Retirement Plan.






	3.	 	ELIGIBILITY AND PARTICIPATION





Each Director and Eligible Employee shall become an Eligible Person upon receiving notice from the
Plan Administrator that he or she is eligible to participate in the Plan. Each Eligible Person
shall become a Participant on the date the Company first credits his or her Deferred Compensation
Account with a Deferred Amount. A Participant shall remain a Participant until all Deferred
Amounts have been paid from his or her Deferred Compensation Account.



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	4.	 	DEFERRED COMPENSATION ACCOUNT





The Plan Administrator shall establish a Deferred Compensation Account for each Participant. The
Company shall credit each Deferred Amount and all earnings, income, gains, premiums, losses and
distributions with respect to such amounts to the Deferred Compensation Account. The Company shall
credit Deferred Amounts as of the day on which the Participant would have been entitled to receive
the amount had he or she not elected to defer it. Any required withholding for taxes (e.g., Social
Security taxes) on the Deferred Amount shall be made from other compensation the Company pays the
Participant.




	5.	 	DEFERRED AMOUNTS






	 	(a)	 	In the case of the first year in which a Director or Eligible Employee becomes
an Eligible Person, he or she may elect to defer receipt of his or her EICP Bonus,
Performance Shares, annual retainer fee, committee retainer fee, and annual meeting fee
during the 30-day period that follows his or her initial notification.
	 
	 	(b)	 	Prior to May 19, 2005, each Director who is an Eligible Person shall be deemed
to have elected to defer sixty percent (60%) of each annual retainer fee. Effective
May 19, 2005, each Director who is an Eligible Person shall be deemed to have elected
to defer that portion, if any, of each annual grant of stock equivalent units necessary
to meet his or her stock ownership requirement.
	 
	 	(c)	 	The Plan Administrator shall provide each Eligible Person with a Deferral
Election Form during each Election Period I and each Election Period II, as applicable,
pursuant to which the Eligible Person may elect to defer amounts pursuant to this
subsection 5(c).






	 	(1)	 	Each Eligible Person may elect during each Election Period I to
defer receipt of all or a portion of the EICP Bonus and Performance Shares that
he or she may earn during the Measurement Period that includes the Election
Period I.
	 
	 	(2)	 	For Service Years beginning on or after May 1, 2005, each
Director who is an Eligible Person may elect during each Election Period II to
defer receipt of all or a portion of his or her






	 	(i)	 	annual retainer which is not deemed deferred
pursuant to subsection 5(b) which the Director earns for services
performed during the Service Year which begins immediately after the
Election Period II;
	 
	 	(ii)	 	annual committee retainer fee(s) the Director
earns for services performed during the Service Year which begins
immediately after the Election Period II;





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	 	(iii)	 	meeting fee(s) the Director earns for services
performed during the Measurement Period which begins immediately after
the Election Period II; and
	 
	 	(iv)	 	annual grant of stock equivalent units the
Director earns for services performed during the [Measurement Period]
which begins immediately after the Election Period II and which is not
deemed deferred pursuant to subsection 5(b).






	 	(d)	 	Notwithstanding any provision of this Plan to the contrary, any election by an
Eligible Person who is subject to the reporting and short swing profits liability
provisions of Section 16 of the Securities and Exchange Act of 1934, as amended, shall
not be effective until such election and the transactions contemplated thereby shall
have been specifically approved by the Plan Administrator to the extent such approval
is required to avoid liability under Section 16 of the Securities and Exchange Act of
1934, and the regulations issued thereunder.






	6.	 	ADJUSTMENTS TO DEFERRED AMOUNTS






	 	(a)	 	The Plan Administrator shall credit each Participant’s Deferred Compensation
Account with an earnings factor as determined under this Section 6. Except as
otherwise provided in this Section 6, each Participant shall designate at least one (1)
of the investment option(s) listed in subsection 6(c). The Participant may choose more
than one (1) investment option in increments of at least one percent (1%).






	 	(1)	 	Notwithstanding subsection (a) above, the deemed deferral of a
Director’s annual retainer fee and deemed deferral of the Director’s grant of
stock equivalent units as provided in subsection 5(b) shall be invested in the
Pactiv Stock Index Fund.
	 
	 	(2)	 	Also notwithstanding subsection (a) above, any Performance
Shares deferred under the Plan shall be invested in the Pactiv Stock Index Fund
and, except as otherwise provided in subsection 6(b)(2) below, shall remain
invested in the Pactiv Stock Index Fund until distributed. Performance Shares
that remain invested in the Pactiv Stock Index Fund are referred to herein as
‘nontransferable Performance Shares.’






	 	(b)	 	Except as provided in this subsection (b), a Participant may reallocate
Deferred Amounts among the Plan’s investment options at any time in accordance with
such procedures as the Plan Administrator may maintain from time to time.






	 	(1)	 	Notwithstanding the preceding sentence, a Director may
reallocate amounts invested in the Pactiv Stock Index Fund among the other
investment options only to the extent such amounts are not required to be
invested in the Pactiv Stock Index Fund to maintain the Director’s stock
ownership requirement.





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	 	(2)	 	Also notwithstanding subsection (b) above, each ‘named
executive officer’ as defined in 17 C.F.R. § 229.402(a)(3) may reallocate up to
fifty percent (50%) of any Performance Shares he or she deferred into the
Pactiv Stock Index Fund among the other investment options available under the
Plan at any time. Performance Shares that may be reallocated pursuant to this
subsection 6(b)(2) are referred to herein as ‘transferable Performance Shares.’






	 	(c)	 	The following investment options are available under the Plan:






	 	(1)	 	Chase Prime Rate Fund;
	 
	 	(2)	 	Pactiv Stock Index Fund;
	 
	 	(3)	 	Fidelity Growth Company Fund;
	 
	 	(4)	 	PIMCO Total Return Fund—Administrative Class; and
	 
	 	(5)	 	Spartan® U.S. Equity Index Fund.






	 	 	 	The daily earnings factor for the Chase Prime Rate Fund equals the annual prime rate
of interest as reported by Chase Manhattan Bank on the first day of each calendar
month divided by 365. The earnings factor for the Pactiv Stock Index Fund equals
the performance of Pactiv Corporation’s common stock (including dividends, if any,
that shall be reinvested). The earnings factor for each other investment option
equals the factor used to value that investment option in the Pactiv 401(k) Savings
and Investment Plan (Restated Effective as of November 4, 1999), as amended and
restated from time to time. The Company is under no obligation to actually acquire
or provide any of the investments designated by a Participant, and any investments
actually made by the Company will be made solely in its name and will remain its
property. The Company reserves the right to change or amend any of the investment
options at any time.
	 
	 	(d)	 	Except as provided in the following sentence, the Plan Administrator shall
credit to a Participant’s Deferred Compensation Account an amount equal to $.20 for
each $1.00 of the Participant’s EICP Bonus that he or she elects to defer and initially
invest in the Pactiv Stock Index Fund and which is earned for services performed during
the period that begins on the date the Participant initially commences participation in
the Company’s Executive Incentive Compensation Plan (the “EICP”) and ends on the last
day of the fourth calendar year that begins after the calendar year in which the
Participant initially commences participation in the EICP. Notwithstanding the
foregoing, the Plan Administrator, in its sole discretion, may grant a Participant
additional eligibility to receive the premium described in the previous sentence or
extend the period to which the premium described in the previous sentence shall apply.
The premium credited pursuant to this subsection 6(d) shall not apply to any amount of
a Participant’s EICP Bonus that is initially invested in an investment option other
than the Pactiv Stock Index Fund (even it the Participant elects to reallocate the
Deferred Amounts from the




6









 






	 	 	 	other investment option(s) to the Pactiv Stock Index Fund), any amount of a
Participant’s EICP Bonus that he or she earns for services performed after the
period(s) described in this subsection 6(d), or any other Deferred Amount.






	 	(e)	 	The crediting of an earnings factor shall occur so long as there is a balance
in the Participant’s Deferred Compensation Account, notwithstanding whether the
Participant has separated from service.






	7.	 	VESTING





Except as otherwise provided in this Section 7, a Participant shall have a nonforfeitable right to
all amounts credited to his or her Deferred Compensation Account. A Participant shall have a
nonforfeitable right to the premium provided under subsection 6(c) and all earnings, income, gains,
and losses with respect to such premiums upon the three (3) year anniversary of the date the
corresponding EICP Bonus is credited to the Pactiv Stock Index Fund in the Participant’s Deferred
Compensation Account, provided the Participant is employed by the Company on such date.
Notwithstanding the preceding sentence, a Participant shall have a nonforfeitable right to the
premium provided under subsection 6(c) and all earnings, income, gains, and losses with respect to
such premiums upon the earlier of a Participant’s Retirement, Disability, or death. If a
Participant reallocates that portion of his or her EICP Bonus pursuant to which the premium is
attributable before such premium vests under this Section 7, then the Participant shall immediately
forfeit such premium.




	8.	 	PAYMENT OF DEFERRED AMOUNTS






	 	(a)	 	Except as provided in subsections 8(d) and 8(e), each Participant shall elect
on each Deferral Election Form a distributable event as set forth in subsection 8(b)
and a form of distribution as set forth in subsection 8(c) pursuant to which the
applicable Deferred Amount shall be paid. All amounts distributed under the Plan shall
be paid in cash or in shares of Common Stock of the Company, as elected by a
Participant, except that nontransferable Performance Shares shall be paid in kind
(shares of Common Stock of the Company). Shares will be valued at the closing price of
the Company’s Common Stock on the date of the distributable event, not the date on
which such shares may actually be distributed.
	 
	 	(b)	 	A Participant shall elect to receive his or her Deferred Amount on:






	 	(1)	 	a specific date in the future;
	 
	 	(2)	 	six (6) months and one (1) business day after the Eligible
Employee separates from service or the Director is no longer a member of the
Pactiv Corporation Board of Directors; or
	 
	 	(3)	 	his or her death.






	 	(c)	 	Except if the Participant elects death as a distributable event, a Participant
shall elect to receive his or her Deferred Amount in the form of a single lump sum or a
specified number of annual installments not to exceed five (5).





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	 	(d)	 	If a Director does not make an election as required under subsection 8(a) with
respect to the deemed deferral of his or her annual retainer fee as provided under
subsection 5(b), such deemed deferral and all earnings, income, gains, premiums and
losses attributable to such amounts shall be paid to the Director in a single lump sum
as soon as administratively feasible after the Director is no longer a member of the
Pactiv Corporation Board of Directors.
	 
	 	(e)	 	Notwithstanding a Participant’s election pursuant to subsection 8(a), a
Participant’s entire Deferred Compensation Account shall be paid according to the
following:






	 	(1)	 	If a Participant suffers a Disability, then the Participant’s
entire Deferred Compensation Account shall be paid to the Participant as soon
as administratively feasible after the Disability and pursuant to the form(s)
of distribution the Participant elected on his or her Deferral Election
Form(s).
	 
	 	(2)	 	In the event of a Participant’s death, the Plan Administrator
shall distribute the Participant’s entire Deferred Compensation Account to the
Beneficiary in a single lump sum as soon as administratively feasible following
the Participant’s death. If the Participant has not designated a Beneficiary
as of the date the Participant died or if the Beneficiary has predeceased the
Participant, then the Plan Administrator shall distribute the Participant’s
entire Deferred Compensation Account to his or her estate.
	 
	 	(3)	 	If a Change in Control occurs, to the extent provided by the
Secretary of Treasury, the Plan Administrator shall distribute a Participant’s
Deferred Compensation Account to the Participant in a single lump sum as soon
as administratively feasible following the Change in Control.






	 	(f)	 	Notwithstanding anything contained in the Plan to the contrary, if a
Participant experiences an Unforeseeable Emergency, the Plan Administrator, in its sole
discretion and upon written application by such Participant, may direct immediate
payment of all or a portion of the then current value of such Participant’s Deferred
Compensation Account in a single lump sum. In no event shall a distribution on account
of an Unforeseeable Emergency exceed the amounts necessary to satisfy the Unforeseeable
Emergency, plus amounts necessary to pay taxes reasonably anticipated as a result of
the distribution, after taking into account the extent to which the Unforeseeable
Emergency is or may be relieved through reimbursement or compensation by insurance or
otherwise or by liquidation of the Participant’s assets (to the extent the liquidation
of such assets would not itself cause severe financial hardship).






	9.	 	PARTICIPANT REPORTS





The Plan Administrator shall provide each Participant a statement, at least quarterly, reflecting
the Deferred Amounts and the earnings, income, gains, premiums, losses, and distributions with
respect to such amounts.



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	10.	 	TRANSFERABILITY OF INTERESTS





During the period of deferral, all amounts credited to the Deferred Compensation Account are
general assets of the Company for use as it deems necessary and shall be subject to the claims of
its creditors. The rights and interests of a Participant during the period of deferral shall be
those of a general, unsecured creditor, except that such Participant’s rights and interests may not
be reached by the creditors of the Beneficiary, or anticipated, assigned, pledged, transferred or
otherwise encumbered, except in the event of the death of the Participant, and then only according
to the Participant’s Beneficiary designation, by will or the laws of descent and distribution.




	11.	 	ADMINISTRATION





The Plan Administrator shall have complete authority over the administration and operation of the
Plan. The Plan Administrator shall have the discretion to determine the rights and benefits and
all claims, demands and actions arising out of the provisions of the Plan of any Participant,
Beneficiary or other person having or claiming to have any interest under the Plan. Benefits under
the Plan shall be paid only if the Plan Administrator decides in its discretion that the
Participant, Beneficiary, or other person or entity is entitled to them. Notwithstanding any other
provision of the Plan to the contrary, the Plan Administrator shall have complete discretion to
interpret the Plan and to decide all matters under the Plan. Such interpretation and decision
shall be final, conclusive and binding on all Participants, Beneficiaries and any other person.
The Plan Administrator shall have the power and duty to adopt such rules, act in accordance with
such procedures, appoint such officers or agents, delegate such powers and duties, and follow such
claims and appeal procedures with respect to the Plan, as the Plan Administrator may determine or
establish.




	12.	 	AMENDMENT, SUSPENSION AND TERMINATION





The Company at any time may amend, suspend or terminate the Plan or any portion thereof in such
manner and to such extent as it may deem advisable and in its best interests. No amendment,
suspension or termination shall reduce the amount then credited to a Participant’s Deferred
Compensation Account on the effective date of such amendment, suspension or termination. If the
Company terminates the Plan, the Committee may, in its sole discretion, distribute a Participant’s
Deferred Compensation Account either (i) in a lump sum as soon as administratively feasible
following the effective date of such termination and notwithstanding any prior election by the
Participant, or (ii) in accordance with a Participant’s Deferral Election Form in effect on the
effective date of the termination.




	13.	 	UNFUNDED OBLIGATION





The Plan shall not be funded; no trust, escrow or other provisions shall be established to secure
payments due under the Plan; and the Plan shall be regarded as unfunded for purposes of the
Employee Retirement Income Security Act of 1974, as amended, and the Code. A Participant shall be
a general, unsecured creditor at all times under the Plan, and shall have no rights to any specific
assets of the Company. All amounts credited to the Deferred Compensation Accounts are general
assets of the Company and payable solely from the general assets of the Company.



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	14.	 	NO RIGHT TO EMPLOYMENT OR OTHER BENEFITS





Nothing contained herein shall confer upon any Participant the right to continue in the employ of
the Company or affect the right of the Company to discharge a Participant. Any compensation
deferred and any payments made under this Plan shall not be included in creditable compensation in
computing benefits under any employee benefit plan of the Company, except to the extent expressly
provided therein.




	15.	 	DISPUTE RESOLUTION





By participating in the Plan, each Participant agrees that any dispute arising under the Plan shall
be resolved by binding arbitration in Lake Forest, Illinois under the rules of the American
Arbitration Association and that there will be no remedy besides the Deferred Amount in issue.




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