Exhibit 10.1


 


 


December 2, 2022


 


Eric Guerin


 


Dear Eric,


 


Congratulations! I am pleased to offer you a position with Veritiv
Operating Company, a Fortune 500® industry leading packaging, print solutions, and facilities solutions distribution company. Below
are the details of your offer and market-competitive total rewards.


 


		Title:	Senior
                                            Vice-President Finance (effective January 1, 2023); Chief Financial Officer (effective
                                            March 1, 2023)



 


		Location:	Atlanta,
                                            Georgia



 


		Reports To:	Sal
                                            Abbate, CEO



 


		Start Date:	January 1,
                                            2023



 


		Salary:	$600,000
                                            annually, currently paid on the last business day on or before the 15th and last day
                                            of the month ($25,000 per semi-monthly pay period). This salaried exempt role is not eligible
                                            for overtime pay.



 


		Annual Bonus Target:	85%
                                            of base salary (currently $510,000) annual target in Veritiv's Annual Incentive
                                            Plan (AIP). The AIP is in addition to your salary and rewards you based on individual and
                                            Company performance with a payout potential of up to 200%. For 2023, your bonus will be prorated
                                            based on the number of days you are employed during the year. See the AIP overview and plan
                                            document for additional information.



 


		Long-Term Incentive Target:	$1,500,000
                                            current annual grant target in Veritiv's Long-Term Incentive Program (LTIP). The LTIP
                                            is in addition to your salary and includes both:



 


		•	performance-based units: 66% of grant value,
                                            with vesting potential of up to 200%, and






		•	time-based
                                            awards: 34% of grant value, with vestings starting as early as one year.



 


You will receive your first grant on
the next annual grant date in 2023. See the LTIP overview and plan document for additional information.


 


		Sign-On Equity Grant:	Additionally,
                                            you will receive an LTI award in the target amount of $500,000 in Restricted Stock
                                            Units on your hire date. These units will have a 3-year cliff vesting life cycle.



 


		Paid Time Off:	30
                                            days (6 weeks) of paid time off per calendar year, which consists of: 25 days of vacation,
                                            prorated in your first year based on your start date, and 5 days of annual family health
                                            and wellness time, which is immediately available. Additional time may be available per state
                                            and local requirements. You are also immediately eligible to be paid for all Company holidays
                                            as set for in Veritiv’s Holiday Schedule (10 per calendar year).



 


		Benefits:	Veritiv
                                            offers a variety of medical, dental, vision, and life insurance options for you and your
                                            dependents, as well as time off, disability, retirement savings benefits, and more. You will
                                            be immediately eligible upon your hire date and will receive enrollment information on your
                                            first day of work.



 


 


 






     


     


    

 





 


		Relocation:	This
                                            position is eligible for relocation benefits. Additional information on this process will
                                            be provided to you upon your acceptance of this offer. This benefit is based upon the expectation
                                            that you will be employed with the Company for one year or more.


 





This offer is contingent upon successful completion
of (1) a background investigation and (2) verification of your identity and authorization to work under the Immigration Reform
and Control Act. You will receive forms and instructions to start these processes. For work authorization, a complete list of acceptable
documents is available at https://www.uscis.gov/i-9.


 


Finally, this offer is also contingent upon you
signing and returning a noncompetition, nonsolicitation and/or nondisclosure agreement, a copy of which is enclosed. You will be required
to electronically sign this document as part of your onboarding process.


 


This employment offer is based upon your skills
and abilities, not because of confidential, trade secret, or other proprietary information of your former employer(s) which you
may have knowledge. You agree that you:


 


		1)	Will not retain any paper or electronic documents
                                            containing confidential, trade secret, or proprietary information belonging to any former
                                            employer;






		2)	Will
                                            continue to maintain your duty of loyalty to any current employer until your employment ends;






		3)	Will
                                            not utilize or disclose any confidential, trade secret, or proprietary information belonging
                                            to any of your former employers and;






		4)	Have
                                            told us if you are bound by any non-compete agreement and/or restrictive covenant agreement
                                            with a former employer or any other entity, and have told Veritiv truthfully and accurately
                                            that such agreement will not prevent you from performing the duties of this position at Veritiv;
                                            and






		5)	Will
                                            comply with all provisions in any such non-compete agreement and/or any other restrictive
                                            covenant for the full duration of the agreement.



 


Employment with Veritiv is at will. This means that
both you and the Company may terminate the employment relationship at any time, for any reason, with or without cause or advance notice,
and in accordance with applicable law, and that the Company has sole discretion at all times to alter terms and conditions of employment,
including but not limited to your position, job responsibilities, compensation, and benefits.


 


To accept this offer, please sign this letter by
December 5, 2022. I am delighted that you are considering joining the Veritiv team and believe that you will find this opportunity
to be personally and professionally rewarding. Please let me know if you have any questions.


 


	Yours Truly,	 
	 
	Salvatore A. Abbate	 
	Chief Executive Officer	 
	 
	 	Accepted & Agreed by:
	 	 
	 	/s/ Eric J. Guerin
	 	Eric Guerin
	 
	 	December 2, 2022
	 	Date