EX-10.36



 





Exhibit 10.36




Mr. Michael T. Morefield

6836 Bantry Court

Darien, IL 60561




Dear Mike:



This letter will set forth the principal terms of the employment agreement between you and Portola
Packaging, Inc. (the “Company”). If you agree, please sign a copy of this letter in the space
provided below and return it to me.





	1.	 	The Company is hereby employing you, as its Senior Executive Vice President and Chief
Financial Officer on the terms and conditions set forth in this letter. Your employment
hereunder will continue at will.
	 
	2.	 	You will be employed on a full-time basis, and you will be expected to perform services for
the Company under its direction.
	 
	3.	 	Your salary will be $260,000.00 per annum or as increased from time to time (the “Base
Salary”). The Company will also reimburse you for reasonable out-of-pocket expenses you incur
in performing your duties.
	 
	4.	 	You will also be eligible to receive an annual bonus of up to fifty percent of your base
salary, contingent on your performance and the attainment by the Company of business goals as
provided in the Company’s executive bonus plan in effect from time to time and as prescribed
by the Board of Directors. Depending on your performance and what might be provided in the
Company’s executive bonus plan from time to time, the bonus may exceed fifty percent.
	 
	5.	 	You will be entitled to additional compensation during the Employment Term as follows:






	 	a.	 	Management will recommend to the Company’s Compensation Committee that you be
granted options for shares of the Company’s Common Stock under the Company’s current
stock option plan from time to time. Such options will vest at the rate determined by
the Board of Directors. All options will vest upon a change of control of the Company
as defined in the Company’s standard option agreement.
	 
	 	b.	 	While we anticipate a sustained and successful relationship, should your
employment be terminated by the Company at any time after the first year other than for
cause you will receive a lump sum severance payment equal to your Base Salary. Your
benefits will continue to be provided for the period of time represented by the
severance amount. If you terminate your employment for your own convenience at any
time after the date of this agreement, the Company will not be obligated to pay you any
amount for severance, and all benefits will cease. “Cause” for this purpose shall mean
(A) a material breach of this Agreement by you, but not through bad judgment or
negligence, (B) an act or acts of dishonesty on your part resulting or intending to
result directly or indirectly in gain or personal enrichment to which you were not
legally entitled at the expense of the Company, (C) your habitual neglect of duties you
are required to perform under this Agreement or (D) your committing fraud against the
Company.














 












	6.	 	Your employment with the Company is terminable at will and may be terminated by the Company
for any reason at any time. Further, your employment will terminate immediately should you
die during employment. In such event, the Company will pay the compensation earned by you
before death but not yet paid to you to your estate.
	 
	7.	 	You will be eligible for all Portola’s benefits as described in the packet you have received
from the undersigned.
	 
	8.	 	The following provisions shall apply in respect of the Company’s confidential information:






	 	a.	 	In connection with and in consideration for your employment as a key employee
of the Company, you hereby confirm that the Company together with any subsidiary it
might have, may, from time to time, be required to enforce its rights to restrict
dissemination of confidential information belonging to it by persons who are its
employee or who have left its employ. You hereby confirm your fiduciary relationship
between yourself and the Company and further acknowledge that the Company is required
to protect trade secrets and other confidential information.
	 
	 	b.	 	You further understand and agree that information is a trade secret or
confidential information of the Company, and is proprietary to the Company, if it is
(1) generated by the Company or for the Company through the exertion of effort or time
for which it has paid, or committed expenditure of, its money, (2) protected as to
secrecy by the Company, (3) not generally known in the industry and (4) has value in
that it is or may give the Company competitive advantage. Also, you understand and
agree that if the first knowledge of any information has come to you as an employee of
the Company, and if this information is not generally known in the industry, that
information is a trade secret or confidential information.
	 
	 	c.	 	You acknowledge that the Company’s trade secrets and confidential information
include but are not limited to customer lists and information concerning customers’ or
clients’ products, requirements or financial information.
	 
	 	d.	 	You agree that you will not use or divulge any trade secrets or confidential
information of the Company for or on behalf of any other person, including but not
limited to any present or future competitor of the Company, that you will use all such
information only in connection with the performance of your duties for the Company and
will not use such trade secrets and confidential information for the purpose of
competing with or aiding another person or party to compete with the Company at any
time during or after your employment with the Company. Nothing in this Section shall
be deemed to contravene or be in derogation of any other existing shopright, patent
disclosure or any other similar agreement that you have entered into with the Company
in the past or that may be or come into effect between you and the Company or any of
its predecessors in interest or that you may enter into with the Company in the future.
All files, records, documents, drawings, specifications, equipment and similar items
relating to the business of the Company, whether prepared by you or otherwise coming
into your possession, shall remain the exclusive property of the Company and shall not
be removed under any circumstances from the premises where the work of the Company is
being carried on without prior written consent of the Company.
	 
	 	e.	 	For so long as you remain employed by the Company, you agree that you will not,
directly or indirectly, either as an employee, employer consultant, agent, principal,
partner, stockholder, corporate officer or director, or in any other individual or
representative capacity, engage or participate in any business in which the Company
from may engage from time to time. You













 






	 	 	 	are not, however, prohibited from owning or purchasing any corporate securities which
are publicly traded.






	 	 	You will be required in due course to enter into other agreements affecting confidential
information, inventions and the like that are standard for all executives of the Company.
	 
	9.	 	The provisions of this Agreement shall inure to the benefit of and be binding upon the heirs,
successors and assigns of both you and the Company. You can not, however, assign any of your
rights or obligations hereunder except with the prior written consent of the Company.
	 
	10.	 	All notices required to be give under this Agreement shall be in writing and shall be deemed
to have been given on the date of delivery if delivered personally, or immediately upon
mailing, if mailed, to the party to whom notice is to be given by first class mail, with all
postage and other charges fully prepaid, and properly addressed to the other party at its
respective address appearing above or on the signature page of this Agreement. An address may
be changed by the appropriate party’s giving notice of such change of address to the other
party.
	 
	11.	 	This Agreement shall be construed in accordance with the governed by the laws of the State of
Illinois. If any term of this Agreement or application thereof shall be invalid or
unenforceable the remainder of this Agreement shall remain in full force and effect. Each
party hereto agree to perform any further acts and to execute and deliver any further
documents which may be reasonably necessary and appropriate to carry out the provisions of
this Agreement.
	 
	12.	 	This Agreement constitutes the full and complete understanding and agreement between you and
the Company and supersedes all prior understandings, contracts and agreements except as
expressly state above. Any waiver, modification or amendment of any provision of this
Agreement shall be effective only if in writing and signed by both you and the Company.




Thank you for joining Portola. We look forward to working with you for our mutual benefit.




Very truly yours,

PORTOLA PACKAGING, INC.





Brian Bauerbach

President & CEO




Signed and Agreed: /s/ Michael T. Morefield Date: April 11, 2007