Exhibit 10.(t)


 


10-30-2009


 


MANAGEMENT AGREEMENT


 


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


 


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


 


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


 


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


 


WHEREAS, it is desirable and in the best interests of the Company and
its shareholders to take steps that will allow the Executive to make judgments
and advise the Company with respect to proposed changes of control without
regard to the possible adverse personal consequences of such events, and to
provide an inducement for the Executive to remain in the service of the Company
prior to any proposed or anticipated change of control, and to remain in the
service of the Company after any change of control to the extent necessary to
facilitate an orderly transition; and


 


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


 


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


 


NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, the Company and the Executive hereby
agree as follows:


 


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


 


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


 

















 


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


 


4.             No Employment Contract.  This Agreement shall not be construed as
creating an express or implied contract of employment.  Except as otherwise agreed in writing between
the 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 the
Company and its affiliates.


 


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


 


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


 


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


 


(c)           the Executive has an
Involuntary Termination or Constructive Involuntary Termination (i) less
than twelve months prior to the date of a Change of Control Event or (ii) while
a Change of Control Event is under serious consideration (whether or not it
actually occurs), unless (in either case) the Company can establish that the
Executive’s Involuntary Termination or Constructive Involuntary Termination was
for reasons unrelated to such Change of Control Event.


 


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


 


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


 


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’s
salary through the date of Executive’s Qualifying Event to the extent not
previously paid, and (b) the product of (i) an amount equal to
Executive’s target annual bonus for the fiscal year of the Company in which the
Qualifying Event occurs and (ii) a fraction, the numerator of which is the
number of days in the current fiscal year through and including the date of the
Executive’s Qualifying Event and the denominator of which is 365.  In addition, in the event of Executive’s
Qualifying Event, Company shall also, to the extent not previously paid or
provided, pay or provide Executive with all other amounts and benefits that
Executive has accrued or is eligible to receive through the date of such
Qualifying Event under any plan, program, policy, practice or arrangement of
the Company and/or its affiliates (including but not limited to welfare
benefits and perquisites).


 


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


 


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


 


(b)           for twenty-four
months after the Qualifying Event, to participate in any health, disability and
life insurance plan or program in which Executive was entitled to participate
immediately prior to the Qualifying Event as if he were an employee of the
Company during such twenty-four month period; provided, however, that in the
event that Executive cannot participate in any such health, disability or life
insurance plan or program, the Company, at its sole cost and expense, shall
arrange to provide the Executive with benefits no less favorable to Executive
than those which Executive would have been entitled to receive if Executive had
continued to participate in such plan or program.


 


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


 


(1)           For
purposes of subsection (a) above, the Executive’s salary, annual salary
rate, target annual bonus and highest annual bonus shall be the gross amounts
of such compensation determined without regard to any deductions, deferrals or
withholding.


 


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


 


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


 


(4)           The
sum of the amounts payable under subsections (a) and (b) above shall
be reduced by any severance pay which the Executive receives from the Company
under any other policy or agreement of the Company on account of Executive’s
Qualifying Event.


 


(5)           For
purposes of subsection (b) above, a health plan or program shall include
any separate dental, vision, prescription drug, or other health-related
benefit.


 


(6)           If
immediate payment of any amounts payable pursuant to subsection (a) above
would 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 which
payment of those amounts can be made without such violation.


 


8.             Excise
Tax Adjustment.  If it shall
be determined that a Payment would make the Executive liable for any Excise
Tax, the cash compensation payable under this Agreement shall be reduced by an
amount 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 to
the Executive.  The Accounting Firm shall
furnish the Executive and the Company with a written opinion as to whether a
reduction is required pursuant to this Section, and the amount of reduction
that is required.  All fees and expenses
of the Accounting Firm shall be borne solely by the Company.


 


9.             Late Payment.  Any amount payable under this Agreement that
is not paid within ten calendar days after it becomes due shall bear interest
from 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 the
Wall St. Journal for the date on which the payment was due (or if that is not a
date on which the prime rate is so reported, the then current prime rate as
most recently reported) plus 5%, compounded monthly.


 


10.           Legal Fees. 
The Company shall pay all legal fees and expenses (including but not
limited to attorneys’ fees and court costs) reasonably incurred by the
Executive in connection with efforts by or on behalf of the Executive to obtain
or 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 paid
within ten calendar days after Executive’s written request for payment.  Payments made after such tenth day shall
incur interest at the rate set forth in Section 9 above.  Company’s payment of Executive’s legal fees
and expenses shall not give Company any right to select or to approve counsel
retained by Executive.  No dispute
regarding the reasonableness of such fees and expenses shall authorize or
excuse their late payment.


 


11.           Mitigation Not Required.  Executive shall not be required to mitigate
the amount of any payment or other benefit provided for in this Agreement by
seeking other employment or otherwise, nor shall the amount of any payment or
other benefit provided for in this Agreement be reduced by any compensation
earned by the Executive as the result of employment by another employer after
termination, or otherwise.


 


12.           Successors and Assigns.  This Agreement shall be binding upon and
inure to the benefit of the successors, legal representatives and assigns of
the parties hereto; provided, however, that the Executive shall not have any
right to assign, pledge or otherwise dispose of or transfer any interest in
this Agreement or any payments hereunder, whether directly or indirectly or in whole
or 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 outstanding
voting stock of the Company or all or substantially all of the assets of the
Company, or by merger, consolidation or otherwise), by agreement in form and
substance satisfactory to the Executive, to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken
place.  Failure of the Company to obtain
such agreement prior to the effectiveness of any such succession shall be a
breach of this Agreement, shall constitute a Constructive Involuntary
Termination, and shall be treated as a Qualifying Event entitling the Executive
to the compensation and benefits described in Sections 6 and 7 of this
Agreement unless such failure is remedied within 10 calendar days after Company
receives written notice thereof.  As used
in this Agreement, Company shall mean the Company as hereinbefore defined and
any successor to its business and/or assets as aforesaid which is required to
execute and deliver the Agreement provided for in this Section 12 or which
otherwise becomes bound by all the terms and provisions of this Agreement by
operation of law.


 


13.           Governing Law.  This Agreement shall be construed in
accordance with the laws of the State of Minnesota, applied without giving
effect to any choice of law provisions thereof.


 


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


 


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(a)           In the case of
the Company shall be:


 


Bemis Company, Inc.


One Neenah Center, 4th Floor


PO Box 669


Neenah, WI 54957


Attn:  General Counsel


 


(b)           In the case of
Executive 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 stamped
on the certified mail receipt.


 


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


 


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


 


IN WITNESS WHEREOF, the parties hereto have
executed 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


 


DEFINITIONS


 


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


 


Accounting Firm


 


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


 


Cause


 


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


 


Change of Control Event


 


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


 


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


 


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


 


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


 


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


 


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


 


(2)           Continuing Directors shall not constitute a majority of
the 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 the
Company subsequent to the date hereof for whose election proxies shall have
been solicited by the Board of Directors of the Company, or (c) any
individual elected or appointed by the Board of Directors of the Company to
fill vacancies on the Board of Directors of the Company caused by death or
resignation (but not by removal) or to fill newly-created directorships,
provided that a Continuing Director shall not include an individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the threatened election or removal of
directors (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 consolidation
of the Company (other than a merger or consolidation with a subsidiary of the
Company), unless immediately following such reorganization, merger or
consolidation, all or substantially all of the persons who were the beneficial
owners, respectively, of Voting Securities and Common Stock immediately prior
to such reorganization, merger or consolidation beneficially own, directly or
indirectly, more than 80% respectively of (i) the combined voting power of
the then outstanding Voting Securities entitled to vote generally in the
election of directors, and (ii) the then outstanding shares of Common
Stock of the corporation resulting from such reorganization, merger or
consolidation in substantially the same proportions as their ownership of the
Voting Securities and Common Stock, as the case may be, immediately prior to
such reorganization, merger or consolidation;


 


(4)           Approval by the shareholders of the Company of (i) a
complete liquidation or dissolution of the Company or (ii) the sale or
other disposition of all or substantially all of the assets of the Company (in
one or a series of transactions), other than to a corporation with respect to
which, immediately following such a sale or other disposition, more than 80%,
respectively, of (i) the combined voting power of the then outstanding
Voting Securities of such corporation entitled to vote generally in the
election of directors, and (ii) the then outstanding shares of Common
Stock of such corporation is then beneficially owned, directly or indirectly,
by all or substantially all of the persons who were the beneficial owners
respectively of the Voting Securities and Common Stock immediately prior to
such sale or other disposition in substantially the same proportions as their
ownership 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 agreement
in principle or a definitive agreement relating to a “Change of Control Event”
described in Subparagraphs (1), (2), (3) or (4) hereof that
ultimately results in such a “Change of Control Event”, or a tender or


 


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exchange offer or proxy
contest is commenced which ultimately results in such a “Change of Control of
Event”.


 


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


 


Code


 


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


 


Constructive
Involuntary Termination


 


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


 


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


 


(2)           Reduction
of the Executive’s annual base salary;


 


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


 


(4)           Company
fails to obtain assumption of this Agreement by any successor as contemplated
by Section 12 of the Agreement;


 


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


 


(6)           A
termination of employment with the Company by the Executive after any of the
occurrences in Subparagraphs (1) through (5) above.


 


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


 


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


 


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(ii)           If the Executive’s
duties, responsibilities or authority prior to a Change in Control Event relate
to 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 Operating
Officer, Chief Financial Officer, General Counsel or a Vice President with
authority for an aspect of the Company’s business that is not limited to any
particular business or operational unit, such as the Vice President of Human
Resources), then a reduction described in subparagraph (1) above shall be
deemed to occur if such duties, responsibilities or authority do not extend
after the Change in Control Event to the entire successor organization.  If the Executive’s duties, responsibilities
or authority prior to a Change in Control Event relate exclusively to a
specific business or operating unit of the Company, then a reduction described
in subparagraph (1) shall be deemed to occur if such duties,
responsibilities or authority after the Change in Control Event do not extend
after the Change in Control Event to all or substantially all of the same
business or operating unit.


 


(iii)          Notwithstanding the
above, if Executive believes there are grounds for a “Constructive Involuntary
Discharge” under (1), (2), (3), (5) or (6), Executive must notify the
Company within 30 days after Executive becomes aware of such
circumstances.  “Constructive Involuntary
Discharge” shall not occur without such notice and shall not include any
circumstances that are remedied by the Company within 30 days after receiving
such notice.


 


Disability


 


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


 


Equity Unit


 


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


 


Excise Tax


 


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


 


Fair Market
Value


 


“Fair Market Value” of a share of the Company’s
common stock as of a particular day shall mean the closing price of a share of
the Company’s common stock on the New York Stock Exchange on such day, or if no
sale has been made on such exchange on such day, on the last preceding day on
which any such sale was made.


 


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Involuntary
Termination


 


“Involuntary
Termination” shall mean a termination by the Company of the Executive’s
employment that is not a termination for “Cause” and that is not on account of
the death or “Disability” of the Executive.


 


Payment(s)


 


A “Payment” is any payment
or distribution by the Company to or for the benefit of the Executive whether
paid or payable or distributed or distributable pursuant to the terms of this
Agreement, any stock option, equity unit, restricted stock agreement or
otherwise.


 


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