**Exhibit 10.6 **
**CONSULTING AGREEMENT **
THIS CONSULTING AGREEMENT (this “Agreement”) is entered into as of October 17, 2026 (the “Effective Date”) by and between Silgan Holdings Inc., a Delaware corporation (hereinafter “Company”), and Anthony J. Allott (“Consultant” and jointly referred to with Company as the “Parties” or singly as a “Party”).
**RECITALS **
A. WHEREAS, Consultant currently serves as Chairperson of the Board of Directors of Company in a non-executive capacity (“Company Chairperson” and “Company Board”, respectively);
B. WHEREAS, on or about the Effective Date, Company and/or one of its subsidiaries and a fund or an investment vehicle (“AIP Investors”) affiliated with AIP, LLC (“AIP Sponsor” and jointly referred to with AIP Investors as “AIP”) are entering into the Interim Investor Agreement relating to Silgan Metal Packaging LLC (“MetalCo”), a joint venture entity, and the other transactions contemplated thereby (the “Interim Investors Agreement”), including entry at the Closing (as defined below) into an Amended and Restated Limited Liability Agreement of MetalCo (the “LLC Agreement”);
C. WHEREAS, on or about the Effective Date, Company or one of its subsidiaries is entering into a Transaction Agreement with MetalCo and AIP Investors (the “Transaction Agreement”), pursuant to which, upon the Closing (as defined below), Company and/or its applicable subsidiaries will be contributing certain assets and liabilities specified therein to MetalCo and Company and other parties thereto will be effecting certain other transactions contemplated thereby, on the terms and conditions set forth therein;
D. WHEREAS, on or about the Effective Date, AIP Investors are executing a letter agreement in favor of MetalCo and Company in which the AIP Investors agree, subject to the terms and conditions set forth therein, to make or cause to be made a cash equity investment in MetalCo at the Closing;
E. WHEREAS, on or about the Effective Date, MetalCo (or a subsidiary of MetalCo), Trivium Packaging B.V. (“Trivium”), the sellers and the other parties thereto are entering into the Put Option Agreement (the “POA”), pursuant to which, following completion of the information and consultation processes contemplated thereby and exercise of the put option granted thereunder, the parties thereto will execute the Share Purchase Agreement in the agreed form attached thereto (the “SPA”), pursuant to which, upon the closing of the transaction thereunder (the “Closing”), MetalCo will acquire, directly or indirectly, all of the outstanding equity interests in Trivium;
F. WHEREAS, Company desires to engage Consultant pursuant to the terms and conditions set forth in this Agreement in order for Consultant to assist Company, prior to the Closing, in consummating the transactions contemplated by the Interim Investors Agreement, in forming the MetalCo joint venture and assisting with the transactions contemplated by the POA, the SPA, the Transaction Agreement, the LLC Agreement and the other agreements contemplated thereby on behalf of Company and MetalCo and, from and after the Closing, to serve as a Silgan Designated Director (as defined below) and to assist with operational support, oversight, integration and leadership of MetalCo as Chairperson of the Board of Directors of MetalCo in a non-executive capacity (“MetalCo Chairperson” and “MetalCo Board”, respectively) and, from and after the Closing and until a Chief Executive Officer for MetalCo is named, as interim CEO of MetalCo;
G. WHEREAS, Consultant and Company do not believe any inherent conflict of interest exists between Consultant’s roles as Company Chairperson and MetalCo Chairperson;
H. WHEREAS, Consultant is willing and able to render such services and desires to do so on the terms and conditions set forth herein; and
I. WHEREAS, Company desires to be assured that the Confidential Information (as defined below) and goodwill of Company will be preserved for its exclusive benefit.
NOW, THEREFORE, in consideration of the above and of the mutual covenants and agreements herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, Consultant and Company agree as follows:
1. **Engagement of Services/Project Statement of Work. **Company hereby engages Consultant effective on the Effective Date on a non-exclusive basis as provided in Section 5.6, and Consultant agrees to use Consultant’s independent skill and expertise to provide certain services (“Services”) as more specifically described in Attachment 1. Consultant will provide the Services in a professional and workmanlike manner.
2. **Fees. **In consideration for the services rendered by Consultant prior to the Effective Date as described in clause (a) below and the Services to be rendered by Consultant pursuant to this Agreement, Company shall pay Consultant:
| (a) | an up-front fee in an amount equal to $250,000 per month in respect of the period from November 1, 2025 through the Effective Date (prorated for any partial calendar month in the end of such period) (the “Up Front Fee”), payable within twenty (20) days after the Effective Date, in respect of Consultant’s substantial services rendered during such period in connection with the transactions contemplated by the Transaction Agreement and the POA (including the form of the SPA attached thereto), including (i) Consultant’s assistance with, and oversight of, the due diligence review by AIP of Company and its businesses to be contributed to MetalCo and the due diligence review by Company and AIP of Trivium, (ii) Consultant’s assistance with the negotiation of the Transaction Agreement, the Interim Investors Agreement, the POA, the SPA, the LLC Agreement, the equity commitment letter, the limited guarantees, the debt commitment letter and related financing documents and the other agreements and documents entered into, or to be entered into, in connection with the transactions contemplated thereby and (iii) Consultant’s leadership of, and assistance with, other significant pre-signing workstreams, including transaction structuring, separation planning for the businesses to be contributed by Company to MetalCo, financing matters and engagement with financial and other advisors; |
| (b) | if the Closing and the closing under the Transaction Agreement occur, in consideration of the extraordinary efforts required of Consultant in connection with the execution of the Transaction Agreement, the Interim Investors Agreement, the POA, the SPA, the LLC Agreement and the other agreements and documents entered into on or about the Effective Date or to be entered into following the Effective Date, and the consummation of the Closing and the closing under the Transaction Agreement, an additional fee in an amount equal to $150,000 per month in respect of the period from the Effective Date through the Closing (prorated for any partial calendar month in the event that the Effective Date occurs on any day following the first day of any month or the |
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| Closing occurs on any day preceding the first day of any month) (the “Additional Fee”), payable within a period following the Closing equal in duration to the period from the Effective Date through the Closing, but in no event later than March 14 of the calendar year immediately following the calendar year in which the Closing occurs; and |
| (c) | during the Term of this Agreement a consulting fee in the amount of $250,000.00 per month (prorated for any partial calendar month in the event that the Effective Date occurs on any day following the first day of any month or the last day of the Term occurs on any day preceding the last day of any month) (the “Consulting Fees” and, together with the Up Front Fee and the Additional Fee, the “Fees”), payable within twenty (20) days following the end of the month in which the Services were performed. |
For purposes of clarity, if the Transaction Agreement or the SPA is terminated (including any termination of the POA with the Put Option (as defined therein) unexercised), the Up Front Fee and the Consulting Fees in respect of months prior to such termination are non-refundable. Other than the Fees and the reimbursement of certain expenses as set forth in Section 5.5 hereof, Company will not be responsible for the payment of any other amounts, expenses, costs, or reimbursements of any kind to Consultant for Consultant’s Services hereunder unless separately agreed to in writing by the Parties on a case-by-case basis. All amounts paid by Company to Consultant hereunder will be deemed to already include any applicable taxes, duties, levies, or surcharges of any kind, the reporting and payment of which will be the sole responsibility of Consultant. For the avoidance of doubt, nothing herein shall limit or affect the fees or expenses otherwise payable by Company to Consultant in his capacity as a director of Company and the Company Chairperson. The Parties acknowledge that they will have further discussions in good faith, in consultation with the other party to the Interim Investors Agreement, and as agreed would amend this Agreement to change the amount of the Consulting Fees and provide for a bonus payable to Consultant in accordance with a bonus plan to be approved by Company. It is also understood that MetalCo may grant Consultant equity incentive compensation in the form of profits interests in MetalCo (or equivalent securities), subject in each case to approval by Company and MetalCo and to the terms of a definitive award agreement(s) between MetalCo and Consultant and any applicable equity incentive plan documents of MetalCo, all subject to the prior approval of Company and MetalCo. Other than as provided in this Section 2, reimbursement of expenses as set forth in Section 5.5 and indemnification and advancement of expenses as set forth in Section 14, as the case may be, no amounts shall be payable to Consultant by MetalCo or any of its direct or indirect subsidiaries in respect of Consultant’s service as MetalCo Chairperson or interim CEO of MetalCo.
3. **Ownership. **Consultant agrees that all files, client lists, letters, memoranda, reports, records, data program listing, or other written, photographic, or other tangible material, including but not limited to materials containing Confidential Information (as defined below) or trade secrets of Company and MetalCo, whether created by Consultant or others, which shall come into Consultant’s custody or possession, shall be or are the exclusive property of Company or MetalCo, as applicable, to be used by Consultant only in the performance of Consultant’s duties for Company and MetalCo. Unless otherwise agreed by Company in writing, all such records or copies thereof and all tangible property of Company and MetalCo in Consultant’s custody or possession shall be destroyed (and Consultant shall certify destruction in writing to Company and/or MetalCo, as applicable) or returned to Company and/or MetalCo, as applicable, upon the earlier of: (a) request by Company (with respect to Company materials and property) or MetalCo (with respect to MetalCo materials and property); or (b) termination of this
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Agreement and his role as a director of MetalCo (with respect to MetalCo materials and property). After such delivery, Consultant shall not retain any such records or copies thereof or any such tangible property.
4. **Representations and Warranties. **Consultant represents and warrants that: (a) Consultant has the full right and authority to enter into this Agreement and perform Consultant’s obligations hereunder; and (b) Consultant’s performance of the Services under this Agreement will not violate any agreement, contract or commitment to which Consultant is a party or is otherwise bound, and, to Consultant’s knowledge, will not violate the rights of any third party. Company represents and warrants that it is not aware of any obligation of Consultant to Company that would impair Consultant’s right and authority to enter into this Agreement and perform the Services.
**5. Independent Contractor Relationship. **
5.1 Status. Consultant is the Company Chairperson in a non-executive capacity. Consultant is being engaged hereunder as an independent contractor and not an employee of Company and shall become a Silgan Designated Director, the MetalCo Chairperson and interim CEO of MetalCo and shall not be an employee of Company or MetalCo. The Parties acknowledge that Consultant may simultaneously serve as the Company Chairperson, the MetalCo Chairperson and interim CEO of MetalCo. Nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. Nothing in this Agreement shall be construed as a guarantee of Consultant’s continued service as a director of Company, the Company Chairperson, Silgan Designated Director, the MetalCo Chairperson or interim CEO of MetalCo.
5.2 **MetalCo Board Voting. **Prior to each meeting of the MetalCo Board and prior to executing any written consent of the members of the MetalCo Board, Consultant shall confer with the Chief Executive Officer and the General Counsel of Company and the other members of the MetalCo Board designated by Company or its applicable subsidiary (such members of the MetalCo Board, together with Consultant, the “Silgan Designated Directors”) regarding the matters to be formally voted on at a meeting by resolution or consented on, and shall disclose Consultant’s intended vote on each such matter to Company and the other Silgan Designated Directors, and any subsequent change therein, prior to casting such vote. If any matter to be formally voted on by the MetalCo Board by resolution is first presented to the MetalCo Board at a meeting without time reasonably sufficient for such conferral, Consultant shall instead notify other Silgan Designated Directors of Consultant’s intended vote as promptly as practicable and in any event prior to the vote. Consultant shall not cast any vote on a matter to be formally voted on by the MetalCo Board by resolution, or execute any written consent, before the other Silgan Designated Directors have communicated their intended votes, except to the extent Consultant determines acting reasonably and in good faith that Consultant’s fiduciary duties as the MetalCo Chairperson require otherwise. On each matter presented to the MetalCo Board, Consultant shall vote with the majority of the other Silgan Designated Directors (including Consultant), except to the extent Consultant determines acting reasonably and in good faith that Consultant’s fiduciary duties as the MetalCo Chairperson require otherwise. Consultant acknowledges and agrees that he is a designee of Company or its applicable subsidiary on the MetalCo Board and Consultant shall follow all directives of the Company Board or any committee thereof with respect to MetalCo, except to the extent Consultant determines acting reasonably and in good faith that Consultant’s fiduciary duties as the MetalCo Chairperson require otherwise. Before making a determination that Consultant’s fiduciary duties require a vote inconsistent with the directives of the Company Board or the votes of a majority of the Silgan
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Designated Directors, Consultant shall consult with the General Counsel of Company and, at Company’s cost and expense, outside counsel to Company and, if Consultant so determines, at Company’s cost and expense, other legal counsel reasonably acceptable to Company. If Consultant is designated to serve on any committee of the MetalCo Board or any board, committee or similar governing body of any direct or indirect subsidiary of MetalCo, the provisions of this Section 5.2 shall apply, mutatis mutandis, to any vote, consent or other action by Consultant in Consultant’s capacity as a member of any such committee, board or governing body; provided that this Section 5.2 shall not apply to any such vote, consent or action to the extent it implements, or is taken to effectuate, a matter previously approved by the MetalCo Board in accordance with this Section 5.2. Notwithstanding anything to the contrary, for any written consent or formal vote at a meeting, if Consultant votes with the majority of the other Silgan Designated Directors, Company shall not have any grounds to terminate Consultant with respect to such written consent or formal vote or the matters covered thereby. For the avoidance of doubt, nothing in this Section 5.2 shall restrict Consultant from expressing Consultant’s own views and opinions regarding the matters to be formally voted on by the MetalCo Board openly with the full MetalCo Board, including the members of the MetalCo Board that are not Silgan Designated Directors; provided, that Consultant ultimately votes with the majority of the other Silgan Designated Directors or otherwise in compliance with this Section*** 5.2*.
5.3 **Tax Treatment. **Company will treat Consultant as an independent contractor for purposes of all tax laws (national, provincial, local, state and federal, as applicable) and file forms consistent with that status. Consultant, as an independent contractor, is not entitled to unemployment benefits in the event this Agreement terminates, or to workers’ compensation benefits in the event that Consultant is injured in any manner while performing obligations under this Agreement (or such comparable benefits in the applicable jurisdictions). Consultant will be solely responsible to pay any and all applicable local, state, and/or federal income, social security and unemployment taxes (or such comparable taxes in the applicable jurisdictions) for Consultant. Company will not withhold any taxes or prepare W-2 Forms (or such comparable document in the applicable jurisdictions) for Consultant but will provide Consultant with a Form 1099 (or such comparable document in other applicable jurisdictions), if required by law. Consultant is solely responsible for and will timely file all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of Services and receipt of Fees under this Agreement. Consultant is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing Services under this Agreement, except as provided herein. No part of Consultant’s compensation will be subject to withholding by Company for the payment of any social security, federal, state or any other applicable employee payroll taxes. Company will regularly report amounts paid to Consultant with the appropriate taxing authorities as required by applicable law and Consultant will be responsible for reporting, filing, and making full payment of any taxes arising under this Agreement to the complete exoneration of Company.
5.4 **No Employee Benefits. **Consultant will not receive any employee benefits of any kind from Company or MetalCo in connection with this Agreement, other than as expressly permitted in Section 2 of this Agreement. Consultant is excluded from participating in any fringe benefit plans or programs as a result of the performance of Services under this Agreement, without regard to Consultant’s independent contractor status. In addition, during the Term (as defined below) of this Agreement Consultant waives any and all rights, if any, to participation in any of Company’s or MetalCo’s fringe benefit plans or programs including, but not limited to, vacations, sick leave,
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bonuses, severance, gratuities, health, sickness, accident or dental coverage, life insurance, disability benefits, accidental death and dismemberment coverage, unemployment insurance coverage, workers’ compensation coverage, or other social insurance contributions, and pension or 401(k) (or comparable plan in other applicable jurisdictions) benefit(s) provided by Company or MetalCo to its employees; provided, however, that nothing in this Agreement alters Consultant’s rights to any vested benefits pursuant to Consultant’s prior employment by the Company. Company and Consultant acknowledge that the Fees payable hereunder were determined with the understanding that Consultant will be responsible for paying any and all costs associated with obtaining health coverage and other benefits.
5.5 **Expenses. **Consultant shall be reimbursed by Company for his reasonable and documented out-of-pocket travel and accommodation expenses for travel prior to the Closing to Company, Trivium or MetalCo business locations, or any other locations reasonably necessary, in order to provide the Services hereunder, at a class and level of travel and accommodation consistent with those used by senior executives of Company. It is understood that MetalCo will reimburse Consultant for actual, reasonable and documented out-of-pocket costs and expenses incurred by Consultant following the Closing in connection with Consultant’s service as MetalCo Chairperson and interim CEO of MetalCo, subject to the terms of the LLC Agreement and any other applicable documents. Consultant shall not be entitled to reimbursement under this Agreement of any other expenses incurred in connection with the performance of Services hereunder.
**6. Confidential Information and Publicity. **
6.1 General. Consultant will hold Company’s and MetalCo’s Confidential Information (as defined below) in strict confidence and not disclose such Confidential Information to any third parties, it being understood that (i) all members of the MetalCo Board shall not be deemed to be third parties for purposes of sharing MetalCo’s Confidential Information and (ii) Consultant may disclose Company’s Confidential Information to advisors of Company or to Consultant’s own legal and tax advisors or MetalCo’s Confidential Information to advisors of Company or MetalCo or to Consultant’s own legal and tax advisors, in each case in this clause (ii), as is necessary or advisable. Consultant will not use any Confidential Information for any purpose other than performance of Consultant’s Services hereunder and performance of his role as the Company Chairperson. “Confidential Information” as used in this Agreement will mean all information disclosed by Company or MetalCo to Consultant, or otherwise, regarding Company’s or MetalCo’s business obtained by Consultant pursuant to Services provided under this Agreement that is not generally known in the trade or industry and will include, without limitation, information regarding the Company’s and MetalCo’s customers and prospective customers (including but not limited to their needs, preferences, requirements, and likes and dislikes), costs, pricing, profitability, sales and marketing strategies, pricing policies, commission structures, contract terms and conditions, operational methods, formulations, practices, manufacturing or mixing methods, strategic plans, nonpublic personnel-related information, nonpublic personal and private information of employees, nonpublic training materials, internal financial information, research and development plans and activities, and the like. Confidential Information also includes proprietary or confidential information of any third party who may disclose such information to Company, MetalCo, or Consultant in the course of Company’s or MetalCo’s business. Consultant acknowledges that Company and/or its applicable subsidiary may be subject to separate confidentiality obligations owed to MetalCo (including pursuant to the Interim Investors
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Agreement, the LLC Agreement or the related Restrictive Covenant Agreement referenced therein) and that Consultant may receive Confidential Information of MetalCo that is subject to such obligations. Consultant agrees to comply with any such obligation of which Consultant is aware, to the extent it applies to Consultant, and in the event of any conflict between such obligation of Consultant and the other provisions of this Section 6, the provision that is more protective of the Confidential Information of MetalCo shall apply.
6.2 Exceptions. Consultant’s obligations set forth in this Section will not apply with respect to any portion of the Confidential Information that Consultant can demonstrate is in the public domain through no fault of Consultant. In addition, Consultant may disclose Confidential Information in response to a valid order by a court or other governmental body, or as otherwise required by law.
6.3 Exclusive Property. All Confidential Information furnished to Consultant by Company or MetalCo is the sole and exclusive property of Company or MetalCo respectively and/or its or their suppliers or customers. Upon request, Consultant will promptly deliver to Company or MetalCo (as applicable) the original and any copies of such Confidential Information.
6.4 No Public Use. Consultant will not issue any advertising, public announcements or releases, nor make any other public references to Company, MetalCo, and/or this Agreement without the prior written consent of Company; provided, that the foregoing shall not apply to statements made in the ordinary course of Consultant’s roles as a director of Company, Company Chairperson, director of MetalCo, MetalCo Chairperson or interim CEO of MetalCo or disclosures required by applicable law, regulation or stock exchange rules.
6.5 **Defend Trade Secrets Act. **Consultant is hereby provided notice that under the 2016 Defend Trade Secrets Act (“DTSA”): (a) no individual will be held criminally or civilly liable under federal or state trade secret law for the disclosure of a trade secret (as defined under the DTSA) that: (i) is made in confidence to a federal, state or local government official, either directly or indirectly, or to any attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and (b) an individual who pursues a lawsuit for retaliation by Company for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order.
6.6 Permitted Conduct. Nothing in this Agreement restricts the right of Consultant to report any good faith allegation of unlawful practices to or cooperate with any appropriate federal, state, or local government agency or government official; make other disclosures that are protected under the whistleblower provisions of applicable law or regulation and collect any statutory award in connection therewith; make truthful statements or disclosures required by law, regulation, or legal process; or request or receive confidential legal advice.
**7. Term and Termination. **
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7.1 **Term. **The term (“Term”) of this Agreement shall commence on the Effective Date and shall continue thereafter until the Agreement is terminated pursuant to this Section 7.
7.2 Termination. At any time, either Party may terminate this Agreement upon thirty (30) days’ prior written notice to the other Party; provided, that, notwithstanding the foregoing, from the Effective Date through the end of the 36-month period following the Closing Date, the Company may only terminate this Agreement in compliance with Sections 4.1(f), 4.3(b)(vi) and 4.3(g) of the LLC Agreement (and prior to the Closing, Section 2.4 of the Interim Investors Agreement). Prior to the Closing, in the event of termination of the Transaction Agreement or the SPA (including any termination of the POA in accordance with its terms with the Put Option (as defined therein) unexercised), in each case in accordance with its respective terms, this Agreement shall then automatically terminate without any further action by either Party. Following the Closing, this Agreement shall automatically terminate at such time as Consultant ceases to occupy the position of the MetalCo Chairperson for any reason; provided, that any removal of Consultant from the position of the MetalCo Chairperson shall terminate this Agreement only if such removal is effected in compliance with the LLC Agreement (including, to the extent required thereunder, with the prior written consent of the AIP Investors). This Agreement shall automatically terminate upon Consultant’s death, and Company may terminate this Agreement immediately upon written notice in the event of Consultant’s permanent disability (as determined in the reasonable discretion of the Company) or for Cause (as defined in the LLC Agreement and subject to Section 7.5). Notwithstanding the foregoing and for the avoidance of doubt, Company may remove Consultant from Consultant’s position as a director of Company or Company Chairperson at any time but such removal will not terminate this Agreement unless such removal is made in a manner which would otherwise validly terminate this Agreement in accordance with this Section 7.2.
7.3 **Effect of Termination. **Upon any termination of this Agreement, Consultant: (i) will immediately discontinue all use of Confidential Information except in connection with his role as the Company Chairperson; (ii) will delete any Confidential Information from Consultant’s computer storage or any other media, including, but not limited to, online and off-line libraries, except where retained access to the Confidential Information is necessary in connection with his role as the Company Chairperson; (iii) upon Company’s request, will return to Company or MetalCo (as applicable), or, at Consultant’s option, destroy and certify destruction in writing, all copies of such electing party’s Confidential Information then in Consultant’s possession (except those in his possession in his capacity as the Company Chairperson); and (iv) upon Company’s request, will return to Company or MetalCo (as applicable) any other Company or MetalCo property in Consultant’s possession or control (except those in his possession or control in his capacity as the Company Chairperson). In the event either Party terminates this Agreement or this Agreement otherwise terminates in accordance with Section 7.2, Consultant will not receive any additional Consulting Fees or other payments after the effective date of termination (provided that Consultant will be paid prorated Consulting Fees for any partial month during the Term and, if the Closing and the closing under the Transaction Agreement have occurred prior to such termination, any unpaid Additional Fee).
7.4 **Survival. **The rights and obligations contained in Sections 2 through 17 will survive any termination or expiration of this Agreement; provided that Section 5.2 shall terminate upon any termination or expiration of this Agreement, except that (a) Section 5.2 shall survive with respect to any breach thereof occurring prior to such termination or expiration and (b) Section 5.2 shall
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survive any termination of this Agreement by Consultant pursuant to the first sentence of Section 7.2 unless, prior to or concurrently with such termination, Consultant has resigned as MetalCo Chairperson and as a member of the MetalCo Board.
7.5 **Notice and Cure; Reliance. **Except with respect to any breach of Section 5.2, no act or omission by Consultant will constitute a breach of this Agreement (including for purposes of determining Cause) unless Company has given Consultant written notice specifying the breach in reasonable detail and, if such breach is curable, Consultant fails to cure such breach within thirty (30) days after receipt of such notice. No act or omission taken at the direction of the Company Board or with the prior written approval by Company’s General Counsel of such act or omission will constitute a breach of this Agreement.
8. **Cooperation. **For up to one (1) year following the expiration of the Term, Consultant agrees to be available at mutually agreeable times to respond to limited transition questions with respect to his role at MetalCo that may arise from time to time.
9. **Assignment. **Consultant may not subcontract or otherwise delegate his obligations under this Agreement, except for ordinary-course delegation to officers and employees of MetalCo and its subsidiaries in Consultant’s capacity as interim CEO of MetalCo. Company may assign this Agreement at any time to any Company affiliate upon providing written notice to Consultant.
10. **Notices. **Any notice required or permitted by this Agreement will be in writing and will be sufficiently given if made by: (a) email; (b) hand delivery; (c) reputable overnight courier; or (d) registered or certified mail (postage prepaid and return receipt requested). If a notice is made by email, it will be deemed received by the receiving Party once it is read by the receiving Party or within three business days of delivery, whichever occurs first. If a notice is made by hand delivery, reputable express courier service, or by registered or certified mail, it will be deemed received by the receiving Party once it is signed for by the receiving Party or within three business days of delivery, whichever occurs first. Notice will be sent to Consultant’s address set forth in Attachment 1.
11. **Governing Law and Forum. **This Agreement will be governed in all respects by the laws of Connecticut, without regard to conflict of laws principles. Any suit involving this Agreement will be brought in a court of competent jurisdiction in Connecticut. The Parties agree that venue will be proper in such courts, and that such courts will have personal jurisdiction over them.
12. **Severability. **Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby.
13. **Waiver. **The waiver by either Party of a breach of any provision of this Agreement will not operate or be construed as a waiver of any other or subsequent breach by the other Party.
14. Indemnification. For the avoidance of doubt, the Services to be provided by Consultant to MetalCo pursuant to this Agreement are at the request of Company. Nothing herein shall limit or affect any rights to indemnification, or any coverage under directors’ and officers’ liability insurance policies maintained by Company, that Consultant may otherwise be entitled to by virtue of his being a director under Company’s bylaws or certificate of incorporation or under that certain Indemnification Agreement entered into between Consultant and Company dated November 30, 2012. Consultant shall execute such
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documents and take such other actions as Company may reasonably request (at Company’s expense) to secure or perfect any rights of reimbursement or subrogation Company may have arising from any payment by Company in respect of amounts for which MetalCo is or may be responsible.
15. **Entire Agreement. **This Agreement constitutes the entire understanding of the Parties relating to the subject matter and supersedes any previous oral or written communications, representations, understanding, or agreement between the Parties concerning such subject matter. This Agreement, and any provision of this Agreement, may not be changed, modified, supplemented, waived or amended except by express written agreement signed by Consultant and Company. Any grant, payment or reimbursement contemplated by MetalCo is an obligation solely of MetalCo (if and to the extent made or approved), and neither Company nor any of its direct or indirect subsidiaries (other than MetalCo or its direct or indirect subsidiaries, which shall have no obligations under this Agreement and whose obligations, if any, arise solely if and when made or approved by MetalCo or such subsidiaries, as applicable) shall have any obligation or liability with respect thereto, whether as guarantor, by way of contribution or otherwise, and nothing in this Agreement obligates Company or any of its direct or indirect subsidiaries to fund, procure or vote in favor of any such grant, payment or reimbursement.
16. **Counterparts. **This Agreement may be executed in two or more counterparts, all of which, taken together, will be regarded as one and the same instrument.
17. **Electronic Signature and Transmission. **This Agreement may be executed by electronic signature delivered by hand, facsimile or electronic mail attachment in Portable Document Format (PDF) file format or comparable electronic file storage format. Each Party agrees that the digital signature delivery of this Agreement by hand, facsimile, or electronic transmission will have the same force and effect as delivery of original signatures and that each Party may use such electronic transmission of signatures as evidence of the execution and delivery of this Agreement by all Parties to the same extent that an original signature could be used.
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IN WITNESS WHEREOF, the Parties have executed this Agreement by their signatures below as of the Effective Date.
| COMPANY | CONSULTANT | |||
| /s/ Adam J. Greenlee | /s/ Anthony J. Allott | |||
| By: Adam J. Greenlee | Anthony J. Allott | |||
| Its: President and CEO |
| ATTACHMENT | ||
| Attachment 1 | Statement of Work |
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**ATTACHMENT 1 **
**STATEMENT OF WORK **
| 1. | Services to be Performed. Consultant will provide such services to Company and to MetalCo as shall be reasonably requested to include: |
| • | **Pre-Closing Services to Company ** |
| | | | | | - | : | - | :-------------------------- | | | • | | Completion of Due Diligence |
| | | | | | - | : | - | :----------------------------------------------------------------------------------------------------------------------------- | | | • | | Oversee the Company team and collaborate with the AIP team in evaluating due diligence and other materials related to Trivium. |
| | | | | | - | : | - | :---------------------- | | | • | | Preparation for Closing |
| | | | | | - | : | - | :----------------------------------------------------------------------- | | | • | | Assist in negotiations with Trivium regarding any transaction documents. |
| | | | | | - | : | - | :------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | | | • | | Lead the team of Company executives in fulfilling closing conditions and preparing closing deliverables with respect to Company’s applicable business units being contributed to MetalCo and overseeing the separation, carve-out and standalone-readiness workstreams necessary for such business units to be contributed at Closing. |
| | | | | | - | : | - | :------------------------------------------------------------------------------------------------------------------ | | | • | | Oversee the Company team and collaborate with the AIP team in preparing for the Closing and integration of Trivium. |
| | | | | | - | : | - | :---------------------------------------------------------------------------------------------------------------------------------------------- | | | • | | Assist Company in monitoring the conduct and performance of Trivium during the period from signing of the Put Option Agreement through Closing. |
| | | | | | - | : | - | :------------- | | | • | | JV Workstreams |
| | | | | | - | : | - | :------------------------------------------------------------------- | | | • | | Assist in negotiations with AIP regarding any transaction documents. |
| | | | | | - | : | - | :----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | | | • | | Coordinate the overall efforts of Company, AIP and their respective advisors toward consummation of the joint venture transaction, including the contribution of Company’s business units to MetalCo, MetalCo’s acquisition of Trivium, MetalCo’s special distribution of cash to Company and any related financing and structuring steps. |
| | | | | | - | : | - | :------------------------------------------------------------------------------------------ | | | • | | Serve as Company’s primary escalation point for issues arising between signing and Closing. |
| | | | | | - | : | - | :-------------------- | | | • | | Regulatory Clearances |
| | | | | | - | : | - | :------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | | | • | | Serve as Company’s primary point of contact in coordinating completion by Trivium of the employee information and consultation processes required under the Put Option Agreement for the execution of the SPA. |
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| | | | | | - | : | - | :------------------------------------------------------------------------------------------------------------------------ | | | • | | Serve as Company’s primary point of contact in coordinating applicable antitrust approvals or clearances for the Closing. |
| • | **Post-Closing Services to MetalCo on Company’s Behalf ** |
| | | | | | - | : | - | :------------ | | | • | | MetalCo Board |
| | | | | | - | : | - | :------------------------------------------------------------- | | | • | | Serve as a Silgan Designated Director and MetalCo Chairperson. |
| | | | | | - | : | - | :--------------------------------------------------------------------------------------------------------------------------------------------------------- | | | • | | Actively oversee the operations of MetalCo, as agreed between the Parties, as interim CEO of MetalCo until a Chief Executive Officer for MetalCo is named. |
| | | | | | - | : | - | :------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | | | • | | During a minimum 18-month period following the Closing Date, Consultant will devote 100% of his professional time to MetalCo; provided, that, Consultant may devote reasonable time as required to his position as a director of Company and/or Company Chairperson. |
| | | | | | - | : | - | :-------------------------------- | | | • | | Operational Support and Oversight |
| | | | | | - | : | - | :----------------------------------------------------------------------------------------- | | | • | | Support and oversee activities of the combined Silgan/Trivium businesses owned by MetalCo. |
| | | | | | - | : | - | :------------------------- | | | • | | Integration and Leadership |
| | | | | | - | : | - | :------------------------------------------------------------------------------------------------------------ | | | • | | Work with leadership teams within the newly formed MetalCo to ensure a successful integration and transition. |
| | | | | | - | : | - | :------------------------------------------------------------------------------------------------------------------ | | | • | | Assist in developing the leadership team for the long-term operation of a projected $7+ billion independent entity. |
In the performance of the Services, Consultant shall travel to such facilities of Company and MetalCo and to customers and suppliers of Company and MetalCo (including potential customers and suppliers) as reasonably requested by Company and MetalCo or as otherwise reasonably necessary to perform the Services hereunder. Consultant will perform the Services primarily at Norwalk, Connecticut and other locations of MetalCo as required.
| 2. | **Consultant’s Address. **Anthony J. Allott, [Redacted]. |
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