Exhibit 10.2
TRENT M. MEYERHOEFER
SEVERANCE AND NON-COMPETITION
AGREEMENT
WITH
RANPAK
CORP.
This
Severance and Non-Competition Agreement (this
“
Agreement
”)
is entered into between Ranpak Corp., an
Ohio corporation (the
“
Company
”),
and Trent M. Meyerhoefer
(“
Executive
”)
as
of this day of April
, 2019.
AGREEMENT:
SECTION
1. DEFINITIONS
(a)
“
Affiliate
”
means, when used with reference to a specified Person, any Person that directly or indirectly
controls or is controlled by or is under common control with that specified Person. As used in this definition, “control”
(including, with its correlative meanings, “controlled by” and “under common control with”) shall mean
possession, directly or indirectly, of power to direct or cause the direction of investments, management or policies (whether
through ownership of securities or partnership or other ownership interests, by contract or otherwise).
(b)
“
Board
”
means the Board of Directors of the Company.
(c)
“
Cause
”
means:
(1)
Executive’s (i) fraud, (ii) embezzlement, or (iii) misappropriation of funds, in each case involving or against the Company
or any of its subsidiaries or Affiliates,
(2)
Executive’s (i) commission, indictment for or conviction of any crime which involves dishonesty or a breach of trust or
(ii) commission or conviction of any felony,
(3)
Executive’s gross negligence or willful misconduct with respect to the Company or any of its subsidiaries or Affiliates
which causes material detriment to the Company or any of its subsidiaries or Affiliates, including, without limitation, any violation
of the United States’ Foreign Corrupt Practices Act of 1977, as amended,
(4)
Executive commits a material violation of the Company’s Code of Conduct, or any similar statement or policy setting forth
standards for employee conduct maintained by the Company or any of its subsidiaries or Affiliates (including any insider trading
policies) of which Executive had prior notice,
(5)
Executive, after fair and reasonable notice from the Company, fails to fulfill their responsibilities to the Company and
its subsidiaries and Affiliates, or
(6) Executive
engages in any material breach of the terms of this Agreement.
Whether or not
an event giving rise to “Cause” occurs will be determined by the Company in its sole discretion.
(d)
“
Competing Business
”
means any business which designs, distributes, provides, or sells in-the-box packaging
systems, in-the-box packaging products, or in-the-box packaging-related services or any other business in which the Company or
any of its subsidiaries or Affiliates is engaged as of the Termination Date.
(e)
“
Code of Conduct
”
means the Code of Conduct approved by the Board on July 23, 2007, as amended.
(f)
“
Disability
”
means a mental or physical condition that can be expected to result in death or that can
be expected to last for a continuous period of not less than 12 months which renders Executive unable (as determined by the Company
in good faith) to regularly perform their duties hereunder for a period of more than six consecutive months.
(g)
“
Earned Bonus
”
means the bonus, determined based on the actual performance of the Company for the full
year in which Executive’s employment terminates, that Executive would have earned for the year in which their employment
terminates had they remained employed for the entire year, prorated based on the ratio of the number of days during such year
that Executive was employed to 365.
(h)
“
Good Reason
”
means (1) a material and continuing failure to pay to Executive compensation and benefits
that have been earned, if any, by Executive, (2) any downward adjustment by the Company in Executive’s base salary in excess
of 15%, or (3) relocation of the Employee’s primary business location to a location which requires the Employee to travel
an additional 50 miles or more than the distance he travels to Concord Township, Ohio as of the date of signing; provided, however,
that, notwithstanding the foregoing, Executive shall not have Good Reason to resign their employment unless (i) they provide the
Company with written notice of their termination of employment within 90 days after the initial occurrence of the act purported
to constitute Good Reason, (ii) the Company has not remedied the alleged violation(s) on or before the date of termination specified
in the notice of termination (which, for the avoidance of doubt, shall be a date not less than 30 days following the date such
notice of termination is provided), and (iii) such resignation occurs on or prior to the second anniversary of such act.
(i)
“
Person
”
means an individual, a partnership, a corporation, a limited liability company, an association,
a joint stock company, a trust, a joint venture, an unincorporated organization, a governmental entity or any department, agency
or political subdivision thereof or any other entity or organization.
(j)
“
Termination Date
”
means the effective date of termination of Executive’s employment with the
Company.
SECTION
2. TERMINATION OF
EMPLOYMENT
(a)
General
. The Company shall have the right to terminate Executive’s employment at any time with or without Cause,
and Executive shall have the right to resign at any time with or without Good Reason. Executive shall not be required to mitigate
the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise.
(b)
Termination by Company without Cause or by Executive for Good Reason
. If the Company terminates Executive’s employment
without Cause or Executive resigns for Good Reason, the Company shall pay Executive their earned but unpaid base salary in accordance
with the Company’s standard payroll practices (and, in any event, on or prior to April 30
th
of the calendar year
following the calendar year in which such termination of employment occurs). In addition, subject to
Section 4(b)
and subject
to Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary
form (a
“
Release
”)
in accordance with
Section 4(c)
, the Company shall (A) pay Executive (i) 100%
of their then-current annual base salary for the 12-month period following such termination payable in accordance with the Company’s
standard payroll practices and subject to
Section 4(c)
, (ii) any earned but unpaid annual bonus for any year prior to the
year of termination by no later than April 30
th
of the calendar year following the calendar year in which the services
relating to such bonus were performed, and (iii) Executive’s Earned Bonus for the year of termination by no later than April
30
th
of the calendar year following the calendar year in which the services relating to such bonus were performed,
each of which obligations shall remain in effect even if Executive accepts other employment, and (B) subject to Executive’s
election to receive COBRA continuation coverage (for themselves and/or their dependents, as applicable), make any COBRA continuation
coverage premium payments (not only for Executive, but, if applicable, for Executive’s dependents), for the 6-month period
following the termination of Executive’s employment or, if earlier, until Executive is eligible to be covered under another
substantially equivalent medical insurance plan by a subsequent employer; provided, however, that in the event that the Company
determines that providing such COBRA continuation coverage could reasonably be expected to result in adverse tax consequences
to Executive or the Company (or any of the Company’s subsidiaries or Affiliates), the Company may instead make a monthly
cash payment to Executive in the amount of the COBRA continuation coverage premium payments during such period.
(c)
Termination by the Company for Cause or by Executive without Good Reason
. If the Company terminates Executive’s employment
for Cause or Executive resigns without Good Reason, the Company’s only obligation to Executive shall be to pay Executive
their earned but unpaid base salary, if any, up to the Termination Date. The Company shall only be obligated to make such payments
and provide such benefits under any employee benefit plan, program or policy in which Executive was a participant as are explicitly
required to be paid to Executive by the terms of any such benefit plan, program or policy following the Termination Date.
(d)
Termination for Disability
. The Company shall have the right to terminate Executive’s employment on or after the
date Executive has a Disability, and such a termination
shall not be treated as a termination without Cause under this
Agreement. If Executive’s employment is terminated on account of a Disability, the Company shall:
(1)
subject to
Section 4(b)
, pay Executive their base salary through the end of the month in which their employment terminates
as soon as practicable after their employment terminates in accordance with the Company’s standard payroll practices (and,
in any event, on or prior to April 30
th
of the calendar year following the calendar year in which such termination
of employment occurs),
(2)
subject to
Section 4(b)
, pay Executive their Earned Bonus, for the year in which such termination of employment occurs
by no later than April 30th of the calendar year following the calendar year in which the services relating to such bonus were
performed,
(3)
subject to
Section 4(b)
, pay Executive any earned but unpaid annual bonus for any year prior to the year of termination
by no later than April 30th of the calendar year following the calendar year in which the services relating to such bonus were
performed,
(4)
make such payments and provide such benefits as otherwise called for under the terms of each employee benefit plan, program and
policy in which Executive was a participant; provided no payments made under
Section 2(d)(1)
,
Section
2(d)(2)
or
Section 2(d)(3)
, shall be taken into account in computing any payments or benefits described in this
Section
2(d)(4)
, and
(5)
subject to Executive’s election to receive COBRA continuation coverage (for themselves and/or their dependents, as applicable),
make any COBRA continuation coverage premium payments (not only for Executive, but, if applicable, for Executive’s dependents),
for the 6-month period following the termination of Executive’s employment or, if earlier, until Executive is eligible to
be covered under another substantially equivalent medical insurance plan by a subsequent employer; provided, however, that in
the event that the Company determines that providing such COBRA continuation coverage could reasonably be expected to result in
adverse tax consequences to Executive or the Company (or any of the Company’s subsidiaries or Affiliates), the Company may
instead make a monthly cash payment to Executive in the amount of the COBRA continuation coverage premium payments during such
period.
(e)
Death
. If Executive’s employment terminates as a result of their death, the Company shall:
(1)
pay to Executive’s estate Executive’s base salary through the end of the month in which their employment terminates
as soon as practicable after their employment terminates in accordance with the Company’s standard payroll practices
(and,
in any event, on or prior to April 30
th
of the calendar year following the calendar year in which such termination
of employment occurs),
(2)
pay Executive’s estate Executive’s Earned Bonus for the year in which such termination of employment occurs
by no later than April 30th of the calendar year following the calendar year in which the services relating to such bonus were
performed,
(3)
pay Executive’s estate any of Executive’s earned but unpaid annual bonus for any year prior to the year of termination
by no later than April 30th of the calendar year following the calendar year in which the services relating to such bonus were
performed,
(4)
make such payments and provide such benefits as otherwise called for under the terms of each employee benefit plan, program and
policy in which Executive was a participant; provided no payments made under
Section 2(e)(1)
,
Section 2(e)(2)
or
Section 2(e)(3)
shall be taken into account in computing any payments or benefits described in this
Section 2(e)(4)
,
and
(5)
subject to Executive’s dependents’ election to receive COBRA continuation coverage (for themselves and/or their
dependents, as applicable), make any COBRA continuation coverage premium payments for Executive’s dependents, for the 3-month
period following Executive’s death or, if earlier, until such dependents are eligible to be covered under another substantially
equivalent medical insurance plan; provided, however, that in the event that the Company determines that providing such COBRA
continuation coverage could reasonably be expected to result in adverse tax consequences to Executive’s dependents or the
Company (or any of the Company’s subsidiaries or Affiliates), the Company may instead make a monthly cash payment to Executive
in the amount of the COBRA continuation coverage premium payments during such period.
SECTION
3. COVENANTS BY EXECUTIVE
(a)
Ranpak Property
. Executive upon the termination of Executive’s employment for any reason or, if earlier, upon the
Company’s request shall promptly return all “Ranpak Property” which had been entrusted or made available to
Executive by the Company, where the term “Ranpak Property” means all records, files, memoranda, reports, price lists,
customer lists, drawings, plans, sketches, keys, codes, computer hardware and software and other property of any kind or description
prepared, used or possessed by Executive during Executive’s employment by the Company (and any duplicates of any such Property)
together with any and all information, ideas, concepts, discoveries, and inventions and the like conceived, made, developed or
acquired
at any time by Executive individually or, with others during Executive’s employment which relate to the
Company or its products or services.
(b)
Trade Secrets
. Executive agrees that Executive shall hold in a fiduciary capacity for the benefit of the Company and its
Affiliates and shall not directly or indirectly use or disclose, any “Trade Secret” that Executive may have acquired
during the term of Executive’s employment by the Company for so long as such information remains a Trade Secret, where the
term “Trade Secret” means information, including, but not limited to, technical or non-technical data, a formula,
a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product
plans, or a list of actual or potential customers or suppliers that (1) derives economic value, actual or potential, from not
being generally known to, and not being generally readily ascertainable by proper means by, other persons who can obtain economic
value from its disclosure or use and (2) is the subject of reasonable efforts by the Company and any of its Affiliates to maintain
its secrecy. This
Section 3(b)
is intended to provide rights to the Company and its Affiliates which are in addition to,
not in lieu of, those rights the Company and its Affiliates have under the common law or applicable statutes for the protection
of trade secrets.
(c)
Confidential Information
. Executive, while employed by the Company and following the Termination Date, shall hold in a
fiduciary capacity for the benefit of the Company and its Affiliates, and shall not directly or indirectly use or disclose, any
“Confidential Information” that Executive may have acquired (whether or not developed or compiled by Executive and
whether or not Executive is authorized to have access to such information) during the term of, and in the course of, or as a result
of Executive’s employment by the Company without the prior written consent of the Company unless and except to the extent
that such disclosure is (1) made in the ordinary course of Executive’s performance of their duties to the Company or (2)
required by any subpoena or other legal process (in which event Executive will give the Company prompt notice of such subpoena
or other legal process in order to permit the Company to seek appropriate protective orders). For the purposes of this Agreement
the term “Confidential Information” means any secret, confidential or proprietary information possessed by the Company
or any of its Affiliates, including, without limitation, Trade Secrets, customer lists, details of client or consultant contracts,
current and anticipated customer requirements, pricing policies, price lists, market studies, business plans, operational methods,
marketing plans or strategies, product development techniques or flaws, computer software programs (including object code and
source code), data and documentation data, base technologies, systems, structures and architectures, inventions and ideas, past
current and planned research and development, compilations, devices, methods, techniques, processes, financial information and
data, business acquisition plans and new personnel acquisition plans (not otherwise included as a Trade Secret under this Agreement)
that has not become generally available to the public. The term “Confidential Information” in this
Section 3(c)
may include, but not be limited to, future business plans, licensing strategies, advertising campaigns, information regarding
customers, executives and independent contractors and the terms and conditions of this Agreement.
Notwithstanding the provisions
of this
Section 3(c)
to the contrary, Executive shall be permitted to furnish this Agreement to a subsequent employer or
prospective employer.
(d)
Certain Protections
. Nothing in this Agreement or otherwise limits Executive’s ability to communicate directly with
and provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege to the
Securities and Exchange Commission (the
“
SEC
”),
any other federal, state or local governmental agency
or commission
(“
Government Agency
”)
or self-regulatory organization regarding possible legal violations,
without disclosure to the Company. The Company may not retaliate against Executive for any of these activities, and nothing in
this Agreement requires Executive to waive any monetary award or other payment that Executive might become entitled to from the
SEC or any other Government Agency or self-regulatory organization. Pursuant to the Defend Trade Secrets Act of 2016, the parties
hereto acknowledge and agree that Executive shall not have criminal or civil liability under any Federal or State trade secret
law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official,
either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation
of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
In addition and without limiting the preceding sentence, if Executive files a lawsuit for retaliation by the Company for reporting
a suspected violation of law, Executive may disclose the trade secret to their attorney and may use the trade secret information
in the court proceeding, if Executive (X) files any document containing the trade secret under seal and
(Y)
do not disclose
the trade secret, except pursuant to court order.
(e)
Non-solicitation of Customers or Employees
.
(1)
Executive (i) while employed by the Company shall not, on Executive’s own behalf or on behalf of any person, firm,
partnership, association, corporation or business organization, entity or enterprise (other than the Company or one of its
Affiliates), solicit Competing Business from customers of the Company or any of its Affiliates and (ii) during the period of
twenty-four months following the Termination Date shall not, on Executive’s own behalf or on behalf of any person,
firm, partnership, association, corporation or business organization, entity or enterprise, solicit Competing Business from
customers of the Company or any of its Affiliates with whom Executive within the twenty-four month period immediately
preceding the Termination Date had or made contact with in the course of Executive’s employment by the
Company.
(2)
Executive (i) while employed by the Company shall not, either directly or indirectly, call on, solicit or attempt to induce
any other officer, employee or independent contractor of the Company or any of its Affiliates to terminate his or her
employment or engagement with the Company or any of its Affiliates and shall not assist any other person or entity in such a
solicitation (regardless of whether any such officer, employee or independent contractor would commit a breach of contract by
terminating his or her employment or engagement), and (ii) during the period of twenty-four months following the Termination
Date, shall not, either directly or indirectly, call on, solicit or attempt to induce any other officer,
employee or
independent contractor of the Company or any of its Affiliates with whom Executive had contact, knowledge of, or association
in the course of Executive’s employment with the Company, as the case may be, during the twelve month period
immediately preceding Termination Date, to terminate his or her employment or engagement with the Company or any of its
Affiliates and shall not assist any other person or entity in such a solicitation (regardless of whether any such officer,
employee or independent contractor would commit a breach of contract by terminating his or her employment or engagement).
(f)
Non-competition Obligation
. Executive, while employed by the Company and during the period of twelve months following the
Termination Date, will not, for himself or on behalf of any other person, partnership, company or corporation, directly or indirectly,
acquire any financial or beneficial interest in (except as provided in the next sentence), be employed by, or own, manage, operate
or control any entity which is primarily engaged in a Competing Business. Notwithstanding the preceding sentence, Executive will
not be prohibited from owning less than five (5%) percent of any publicly traded corporation, whether or not such corporation
is in a Competing Business.
(g)
Reasonable and Continuing Obligations
. Executive agrees that Executive’s obligations under this
Section 3
are obligations which will continue beyond the Termination Date and that such obligations are reasonable and necessary to protect
the Company’s legitimate business interests. The Company in addition shall have the right to take such other action as the
Company deems necessary or appropriate to compel compliance with the provisions of this
Section 3
including but not limited
to withholding or recovering any future or past payments made to Executive under
Section 2
.
(h)
Remedy for Breach
. Executive agrees that the remedies at law of the Company for any actual or threatened breach by Executive
of the covenants in this
Section 3
would be inadequate and that the Company shall be entitled to specific performance of
the covenants in this
Section 3
, including entry of an
ex parte,
temporary restraining order in state or federal
court, preliminary and permanent injunctive relief against activities in violation of this
Section 3
, or both, or other
appropriate judicial remedy, writ or order, in addition to any damages and legal expenses which the Company may be legally entitled
to recover. Executive acknowledges and agrees that the covenants in this
Section 3
shall be construed as agreements independent
of any other provision of this Agreement or any other agreement between the Company and Executive, and that the existence of any
claim or cause of action by Executive against the Company, whether predicated upon this Agreement or any other agreement, shall
not constitute a defense to the enforcement by the Company of such covenants.
SECTION
4. SECTION 409A
(a)
General
.
The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and
the parties agree to use their best efforts to achieve timely compliance with Section 409A of the Code, and the Department of
Treasury Regulations and other interpretive guidance promulgated thereunder, including without limitation any such
regulations or other guidance that may be issued after the date of this Agreement (collectively,
“
Section
409A
”).
Notwithstanding any provision of this Agreement to the contrary, in the event that the Company
determines that any compensation or benefits payable or provided under this Agreement may be subject to Section 409A, the
Company may adopt (without any obligation to do so or to indemnify Executive for failure to do so) such limited amendments to
this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the
Company reasonably determines are necessary or appropriate to (1) exempt the compensation and benefits payable under this
Agreement from Section 409A and/or preserve the intended tax treatment of the compensation and benefits provided with respect
to this Agreement or (2) comply with the requirements of Section 409A. No provision of this Agreement shall be interpreted or
construed to transfer any liability for failure to comply with the requirements of Section 409A from Executive or any other
individual to the Company or any of its affiliates, employees or agents.
(b)
Separation from Service under 409A
. Notwithstanding any provision to the contrary in this Agreement:
(1)
No amount shall be payable pursuant to
Section 2
unless the termination of Executive’s employment constitutes a “separation
from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations with respect to the Company;
and
(2)
If Executive is deemed at the time of their separation from service to be a “specified employee” for purposes of Section
409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits to which Executive
is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section
409A) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s
termination benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured
from the date of Executive’s “separation from service” with the Company (as such term is defined in the Department
of Treasury Regulations issued under Section 409A) or (ii) the date of Executive’s death. Upon the earlier of such dates,
all payments deferred pursuant to this
Section 4(b)(2)
shall be paid in a lump sum to Executive, and any remaining payments
due under the Agreement shall be paid as otherwise provided herein; and
(3)
The determination of whether Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code
as of the time of their separation from service shall be made by the Company in accordance with the terms of Section 409A and
applicable guidance thereunder (including without limitation Section 1.409A-1(i) of the Department of Treasury Regulations and
any successor provision thereto); and
(4)
For purposes of Section 409A, Executive’s right to receive installment payments pursuant to
Section 2(b)
shall be
treated as a right to receive a series of separate and distinct payments; and
(5)
The amount of any in-kind benefits provided in one year shall not affect the amount of any in-kind benefits provided in any other
year.
(c)
Release
. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified
deferred compensation” (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination
of employment are subject to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release
to Executive within seven (7) days following the Termination Date and (ii) if Executive fails to execute the Release on or prior
to the Release Expiration Date (as defined below) or timely revokes their acceptance of the Release thereafter, Executive shall
not be entitled to any payments or benefits otherwise conditioned on the Release. For purposes of this
Section 4(c)
,
“
Release
Expiration Date
”
shall mean the date that is twenty-one (21) days following the date upon which the Company timely
delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with
an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment
Act of 1967, as amended), the date that is forty-five (45) days following such delivery date. To the extent that any payments
of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s
termination of employment are delayed pursuant to this
Section 4(c)
, such amounts shall be paid in a lump sum on the first
payroll date to occur on or after the 60
th
day following the date of Executive’s termination of employment, provided
that Executive executes and does not revoke the Release prior to such 60
th
day (and any applicable revocation period
has expired).
SECTION
5. MISCELLANEOUS
(a)
Notices
. Notices and all other communications shall be in writing and shall be deemed to have been duly given when personally
delivered or when mailed by United States registered or certified mail. Notices to the Company shall be sent to:
RANPAK
CORP.
P.O.
Box 8004
7990
Auburn Road
Concord
Township, OH 44077
Notices
and communications to Executive shall be sent to:
Trent
M. Meyerhoefer
2944 Winthrop Road
Shaker
Heights, OH 44120
or
such address as may be reflected on the current books and records of the Company.
(b)
No Waiver
. No failure by either the Company or Executive at any time to give notice of any breach by the other of, or to
require compliance with, any condition or provision of this Agreement shall be deemed a waiver of any provisions or conditions
of this Agreement.
(c)
Ohio Law
. This Agreement shall be governed by Ohio law without reference to the choice of law principles thereof or any
other jurisdiction. Any litigation that may be brought by either the Company or Executive involving the enforcement of this Agreement
or any rights, duties, or obligations under this Agreement, shall be brought exclusively in an Ohio state court or United States
District Court located in the Northern District in the State of Ohio.
(d)
Assignment
. This Agreement shall be binding upon and inure to the benefit of the Company and any successor in interest
to the Company or any segment of such business. The Company may assign this Agreement to any Affiliate or successor, and no such
assignment shall be treated as a termination of Executive’s employment. Executive’s rights and obligations under this
Agreement are personal and shall not be assigned or transferred.
(e)
Other Agreements
. This Agreement replaces and merges any and all previous agreements and understandings regarding all the
terms and conditions of Executive’s employment relationship with the Company, and this Agreement constitutes the entire
agreement between the Company and Executive with respect to such terms and conditions.
(f)
Amendment
. No amendment to this Agreement shall be effective unless it is in writing and signed by the Company and by Executive.
(g)
Invalidity
. If any part of this Agreement is held by a court of competent jurisdiction to be invalid or otherwise unenforceable,
the remaining part shall be unaffected and shall continue in full force and effect, and the invalid or otherwise unenforceable
part shall be deemed not to be part of this Agreement.
(h)
Litigation
. In the event that either party to this Agreement institutes litigation against the other party to enforce their
or its respective rights under this Agreement, each party shall pay its own costs and expenses incurred in connection with such
litigation.
(i)
Withholding
. The Company shall be entitled to withhold from any amounts payable under this Agreement, any federal, state,
local or foreign withholding or other taxes or charges which the Company is required to withhold. The Company shall be entitled
to rely on an opinion of counsel if any questions as to the amount or requirement of withholding shall arise.
[The
remainder of this page intentionally left blank.]
IN
WITNESS WHEREOF
, the Company and Executive have executed this Severance and Non-Competition Agreement in multiple originals
effective as of the date first above written.
|
RANPAK
CORP.
|
|
EXECUTIVE
|
|
|
|
|
|
By:
|
/s/
J. Mark Borseth
|
|
/s/
Trent
M. Meyerhoefer
|
|
Name:
J. Mark Borseth
|
|
Trent
M. Meyerhoefer
|
- 12 -
Exhibit 99.1
One Madison and Ranpak to Appoint Trent
Meyerhoefer Chief Financial Officer
Experienced financial leader brings strong background in capital markets and strategic planning
NEW YORK, NY and CONCORD TOWNSHIP, OH, April 15, 2019 –
One Madison Corporation (NYSE: OMAD, OMAD.U, OMAD.WS) (“One Madison”) and Ranpak Corp. (“Ranpak”) today
announced the appointment of Trent Meyerhoefer as Senior Vice President and Chief Financial Officer (“CFO”), effective
as of, and contingent on, the consummation of the business combination between One Madison and Ranpak (collectively, the “Company”),
which is expected to occur in the second quarter of 2019. Mr. Meyerhoefer will oversee all financial aspects of the Company, including
financial planning and analysis, accounting and financial reporting, tax, internal audit, investor relations and treasury and risk
management. Mr. Meyerhoefer will report to Mark Borseth, Ranpak’s Chief Executive Officer.
Mr. Meyerhoefer comes to the Company following a 24-year career
at Eaton Corporation (“Eaton”), where he served most recently as Senior Vice President and Treasurer. During his time
at Eaton, Mr. Meyerhoefer also served as Vice President and Assistant Treasurer; Director, Capital Markets; Director, Corporate
Planning; Director, Business Development; and Manager, Strategic Planning. Prior to joining Eaton, he was a Senior Consultant at
Accenture Ltd. (then doing business as Andersen Consulting). Mr. Meyerhoefer received an MBA from Tuck School of Business at Dartmouth
College and a BA in Economics & Management from Albion College.
“Trent has tremendous experience in the financial operations
of a public company. His background combines capital markets and financial expertise with a deep understanding of corporate planning
and business development to make him the perfect fit for One Madison and Ranpak. I look forward to working with Trent and the entire
Ranpak team as we embark on this new chapter in Ranpak’s long and successful history,” said Omar Asali, the current
Chairman and Chief Executive Officer of One Madison who will become the Executive Chairman of the Board of Directors of the Company
following the business combination.
Mr. Borseth added, “We are delighted to have Trent join
our team. He is a strategic and innovative leader with extensive financial experience. We couldn’t be more excited to have
Trent’s help as we bring Ranpak to the next level following our business combination with One Madison by building on our
existing product portfolio, creating new paper packaging solutions for our end users, and expanding our business into new geographies.”
“I am honored to join Ranpak and look forward to working
with Omar, Mark and the entire Ranpak team to further enhance the Company’s financial and operational performance, expand
the Company’s businesses, and help spread the word on the importance of sustainable packaging solutions for increasing business
and consumer applications,” Mr. Meyerhoefer said.
About One Madison Corporation
One Madison is a special purpose acquisition company launched
in 2018 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses. One Madison began trading on NYSE in January 2018 and its Class A ordinary shares, units
and warrants trade under the ticker symbols OMAD, OMAD.U, and OMAD.WS, respectively. One Madison is sponsored by One Madison Group
LLC, an investment firm founded by Omar Asali, formerly President and Chief Executive Officer of HRG Group. One Madison’s
investors and strategic partners include JS Capital and Soros Capital (the family offices of Jonathan Soros and Robert Soros, respectively),
as well as entities managed by Blackstone Alternative Solutions L.L.C. On December 12, 2018, One Madison entered into a definitive
agreement with affiliates of Rhône Capital, pursuant to which One Madison will combine with Ranpak.
About Ranpak Corp.
Founded in 1972, Ranpak's goal was to create the first environmentally
responsible system to effectively protect products during shipment. The development and improvement of materials, systems and total
solution concepts have earned Ranpak a reputation as an innovative leader in e-commerce and industrial supply chain solutions.
Ranpak is headquartered in Concord Township, Ohio and has approximately 550 employees.
Additional Information
In connection with the proposed acquisition, One Madison filed
a registration statement on Form S-4 (File No. 333-230030) (the “Registration Statement”) with the Securities and Exchange
Commission (the “SEC”), which includes a preliminary proxy statement/prospectus, that is both the proxy statement to
be distributed to holders of the Company’s ordinary shares in connection with the Company’s solicitation of proxies
for the vote by the Company’s shareholders with respect to the business combination and other matters as described in the
Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to the Company’s equityholders
in connection with the Company’s proposed domestication as a Delaware corporation in connection with the completion of the
business combination. The Registration Statement has not yet been declared effective. After the Registration Statement is declared
effective, the Company will mail a definitive proxy statement/prospectus and other relevant documents to its shareholders. STOCKHOLDERS
ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Stockholders
may obtain a free copy of the proxy statement/prospectus (when available) and any other relevant documents filed with the SEC from
the SEC’s website at http://www.sec.gov. In addition, stockholders will be able to obtain, without charge, a copy of the
proxy statement/prospectus and other relevant documents (when available) at One Madison’s website at http://www.onemadisoncorp.com/corporate-governance--investor-relations.html
or by contacting One Madison’s investor relations department via e-mail at info@onemadisongroup.com.
Participants in the Solicitation
One Madison and its directors, executive officers and other
members of its management and employees may be deemed to be participants in the solicitation of proxies from One Madison’s
stockholders with respect to the proposed acquisition. Information about One Madison’s directors and executive officers and
their ownership of One Madison’s common stock is set forth in One Madison’s filings with the SEC, including (i) the
Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed on February 28, 2019 and (ii) the Registration
Statement on Form S-4 initially filed on March 1, 2019, as amended on April 8, 2019. Stockholders may obtain additional information
regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the proposed
acquisition, including the interests of One Madison’s directors and executive officers in the proposed acquisition, which
may be different than those of One Madison’s stockholders generally, by reading the proxy statement/prospectus and other
relevant documents regarding the proposed acquisition, which will be filed with the SEC.
Forward-Looking Statements
The information in this press release may contain “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”),
and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our forward-looking statements
include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions
or strategies regarding the future. Statements that are not historical facts, including statements about the pending transaction
among One Madison Corporation (the “Company”), Rack Holdings L.P. and Rack Holdings Inc. (“Ranpak”) and
the transactions contemplated thereby, and the parties, perspectives and expectations, are forward-looking statements. In addition,
any statements that refer to estimates, projections, forecasts or other characterizations of future events or circumstances, including
any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “forecast,” “intend,” “may,”
“might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions may identify forward-looking statements, but the absence of these
words does not mean that a statement is not forward-looking. Forward-looking statements in this press release may include, for
example, statements about: our ability to complete our initial business combination; our expectations around the performance of
the prospective target business or business; our success in retaining or recruiting, or changes required in, our officers, key
employees or directors following our initial business combination; our officers and directors allocating their time to other businesses
and potentially having conflicts of interest with our business or in approving our initial business combination; the proceeds of
the forward purchase shares being available to us; our potential ability to obtain additional financing to complete our initial
business combination; our public securities’ potential liquidity and trading; the lack of a market for our securities; the
use of proceeds not held in the trust account or available to us from interest income on the trust account balance; the trust account
not being subject to claims of third parties; or our financial performance following this offering.
The forward-looking statements contained in this press release
are based on our current expectations and beliefs concerning future developments and their potential effects on us taking into
account information currently available to us. There can be no assurance that future developments affecting us will be those that
we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control)
or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by
these forward-looking statements. These risks include, but are not limited to: (1) the occurrence of any event, change or other
circumstances that could result in the failure to consummate the initial business combination; (2) the possibility that the terms
and conditions set forth in any definitive agreements with respect to the initial business combination may differ materially from
the terms and conditions set forth herein; (3) the outcome of any legal proceedings that may be instituted against the Company,
Ranpak or others following the announcement of the initial business combination and any definitive agreements with respect thereto;
(4) the inability to complete the initial business combination due to the failure to obtain approval of the stockholders of the
Company, to obtain financing to complete the initial business combination or to satisfy other conditions to closing in the definitive
agreements with respect to the initial business combination; (5) changes to the proposed structure of the initial business combination
that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval
of the initial business combination; (6) the ability to meet and maintain NYSE’s listing standards following the consummation
of the initial business combination; (7) the risk that the initial business combination disrupts current plans and operations of
Ranpak as a result of the announcement and consummation of the initial business combination; (8) costs related to the initial business
combination; (9) changes in applicable laws or regulations; (10) the possibility that Ranpak or the Company may be adversely affected
by other economic, business, and/or competitive factors; and (11) other risks and uncertainties indicated from time to time in
filings made with the SEC. Should one or more of these risks or uncertainties materialize, they could cause our actual results
to differ materially from the forward-looking statements. We are not undertaking any obligation to update or revise any forward
looking statements whether as a result of new information, future events or otherwise. You should not take any statement regarding
past trends or activities as a representation that the trends or activities will continue in the future. Accordingly, you should
not put undue reliance on these statements.
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