EX-10.33



 






Exhibit 10.33




AGREEMENT



WHEREAS, the employment of Jack Watts (“Employee”) as Chief Executive Officer of Portola Packaging,
Inc. (the “Company”) ended on June 21, 2005; and



WHEREAS, the Company and Employee wish to articulate the terms and conditions governing Employee
leaving the service of the Company, the Board of Directors has determined that it is in the best
interest of the Company to offer the package described below;



NOW THEREFORE, in consideration of the premises and other good consideration, receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows.





	 	1.	 	The Company shall pay Employee $55,456.00, less applicable taxes and deductions, upon
this Agreement becoming effective.
	 
	 	2.	 	The Company shall pay Employee the following amounts, less applicable taxes and
deductions: $14,308.00 biweekly beginning October 30, 2005 until June 11, 2006 plus $11,446
on June 21, 2006, and a $600 per month car allowance for November 2005 through June 2006.
	 
	 	3.	 	The Company shall pay for Employee’s COBRA premiums for 18 months beginning June 21,
2005.
	 
	 	4.	 	The Company will pay Employee normal Board fees and expenses while he is a director.
	 
	 	5.	 	In consideration for the above compensation which Employee would not be entitled to
except for this Agreement, Employee hereby releases and forever discharges the Company and
its current and former officers, directors, employees, agents, successors and assigns from
and against any and all damages, costs, causes of action, debts, demands, suits, actions
and liability of any kind or nature whatsoever, including but not limited to attorneys
fees, whether known or unknown, fixed or contingent, that Employee ever had or may have now
or hereafter have or claim to have or incur as a result of any matter arising in the course
of his employment by the Company from the beginning of time through the date of this
Agreement, or based upon the relationship that heretofore existed between Employee and the
Company, or arising out of or based upon any act, omission or event which occurred or
should have occurred in the course of his employment prior to the date of this Agreement.
Employee also hereby covenants not to file a lawsuit or participate in a class action
lawsuit to assert any claims released by Employee pursuant to this Agreement including but
not limited to any claims pursuant to the Company Severance Policies. The payments set
forth in this Agreement are in lieu of all other payments, compensation or benefits that
Employee is or may be entitled to and he hereby releases any and all claims for payments,
compensation and benefits not specifically set forth in the Agreement. This general
release includes but is not limited to claims arising out of or in connection with (I)
Employee’s employment or contractual relationship with the Company; (II) any allegation
that the Company is wrongfully or unlawfully ending such relationships; (III) any
allegations of violation of Title VII of the Civil Right Act of 1964, as amended, the Age
Discrimination in Employment Act, as amended, the Employee Retirement Income Security Act
of 1974, as amended, the Older





 









 






	 	 	 	 Workers Benefit Protection Act of 1990, as amended, the National Labor Relations Act, as
amended, the Rehabilitation Act of 1973, as amended, the Illinois Human Rights Act or any
other state laws, as amended, the Sarbanes-Oxley Act of 2002 (IV) any allegation of breach
of contract, defamation, intentional or negligent infliction of emotional distress,
workplace harassment or discrimination, invasion of privacy, violation of public policy,
negligence or any other tort (V) any breach of contract of employment, express or implied,
or of any violation of Company policy or procedure, the provisions of the Constitution of
the United States or any state constitution, and/or any other law, rule regulation or
ordinance of any governmental body pertaining to employment and/or the termination of
employment; and/or (VI) any other statutory or common law cause of action. This paragraph 5
does not release any claim arising out of the breach by the Company of any terms of this
Agreement or any claims that cannot be waived or released as a matter of law. The Company
hereby releases Employee for the claims that are known to the Company.






	 	6.	 	Employee represents that in executing this Agreement, no promise or inducement has been
made to Employee except as set forth in this Agreement and that this Agreement contains the
entire understanding respecting the subject matter of the Agreement and it shall not be
modified or altered except by a subsequent written agreement signed by the parties.
	 
	 	7.	 	Employee agrees and acknowledges:






	 	(1)	 	that Employee’s waiver of rights under this Agreement is knowing and
voluntary;
	 
	 	(2)	 	that this Agreement complies in full with all the requirements of the
Older Workers Benefit Protection Act, as amended;
	 
	 	(3)	 	that the compensation to be paid, under this Agreement to Employee
exceeds what would normally be received by any employee who resigns or is terminated
and that the additional consideration is in exchange for the covenants Employee has
made in this Agreement;
	 
	 	(4)	 	that Employee is advised in writing by the Company to consult an attorney
prior to executing this Agreement;
	 
	 	(5)	 	that the Company has given Employee a period of twenty-one days within
which to consider this Agreement;
	 
	 	(6)	 	that following Employee’s execution of this Agreement he will have seven
days in which to revoke his acceptance of this Agreement in writing and delivered to
the Company at 951 Douglas Road, Batavia, IL 60510 addressed to Martin Imbler and
that if Employee chooses not to revoke this Agreement, it shall then become
effective and enforceable. Payments to Employee under this Agreement shall not
begin until the seven day revocation period has expired.





 









 




IN WITNESS WHEREOF, the parties hereto have executed this Agreement.




	 	 	 	 	 	 
	 

	Portola Packaging, Inc.	 	 
	 
	 	 	 	 
	 

	By:
	/s/ Martin Imbler	Date:	 	June 21,
2005
	 

	 	 
	 	 	 
	 

	 	Martin Imbler

Chairman	 	 
	 
	 	 	 	 
	Accepted and agreed to:
	 	 	 	 
	/s/
Jack L. Watts
	 	June 21, 2005	 	 
	 

	 	 	 	
	Employee

	 	Date