CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") is entered into as of the Closing Date (as defined below, and estimated to be July 31, 2025) under that certain Asset Purchase Agreement dated as of June 15, 2025 (the "APA"), by and between:
CRESTLINE PACKAGING SOLUTIONS LLC, an Ohio limited liability company, with its principal office located at 4100 Commerce Parkway, Suite 800, Akron, OH 44308 (the "Company" or "CPS"),
and
MICHAEL G. HORVATH, an individual residing in Butler, Pennsylvania (the "Consultant").
The Company and the Consultant are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Company has acquired substantially all of the assets of Allegheny Valley Packaging, Inc., a Pennsylvania corporation ("AVP"), pursuant to that certain Asset Purchase Agreement dated as of June 15, 2025, by and between the Company and AVP (the "Asset Purchase Agreement"), for an aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000) (the "Purchase Price"), subject to the terms and conditions set forth therein;
WHEREAS, the Consultant served as Vice President of Operations and a ten percent (10%) shareholder of AVP, and in such capacities, the Consultant possesses critical knowledge of AVP's manufacturing operations, customer relationships, production processes, specialty coating formulations for food-grade and chemical-grade packaging, and vendor relationships, including, without limitation, the supply relationship with Consolidated Linerboard Corp. AVP operated two manufacturing facilities: (i) a primary plant comprising approximately 285,000 square feet located at 250 Industrial Boulevard, Butler, PA 16001 (the "Butler Facility"), and (ii) a secondary plant comprising approximately 110,000 square feet located at 1480 Conneaut Lake Road, Meadville, PA 16335 (the "Meadville Facility" and, together with the Butler Facility, the "Facilities"), with a combined workforce of approximately 340 employees;
WHEREAS, the Company desires to retain the Consultant on a consulting basis to facilitate the post-closing transition and integration of AVP's operations into the Company's existing manufacturing platform, and the Consultant is willing to provide such consulting services on the terms and conditions set forth herein;
WHEREAS, this Agreement is entered into in connection with and as contemplated by the Asset Purchase Agreement; and
WHEREAS, the Consultant and the Company have entered into that certain Non-Competition and Non-Solicitation Agreement of even date herewith (the "Non-Competition Agreement"), and the Consultant acknowledges that, notwithstanding this Agreement, the Consultant may receive offers of employment from the Company, and this Agreement is independent of any such employment relationship that may arise between the Parties.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
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ARTICLE 1 — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the APA.
"APA" means the Asset Purchase Agreement dated as of June 15, 2025, by and between the Company and AVP, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Closing Date" means the "Closing Date" as defined in the APA, which is estimated to occur on July 31, 2025, or such other date as the parties to the APA may agree in accordance with its terms.
"Confidential Information" has the meaning set forth in Section 6.1 of this Agreement.
"Deliverables" means all work product, reports, analyses, recommendations, presentations, memoranda, documentation, and other materials prepared, created, or developed by the Consultant in connection with or arising out of the performance of the Services.
"Intellectual Property" means all patents, patent applications, trademarks, trademark applications, service marks, trade dress, trade names, copyrights, copyright registrations, trade secrets, know-how, formulations, processes, methods, designs, inventions, improvements, discoveries, techniques, data, databases, software, and all other intellectual property rights of any kind or nature, whether registered or unregistered, and whether arising under the laws of any jurisdiction.
"Services" has the meaning set forth in Article 2 and as further described in Exhibit A attached hereto and incorporated herein by reference.
"Term" has the meaning set forth in Section 3.1 of this Agreement.
"Work Product" has the meaning set forth in Section 5.1 of this Agreement.
ARTICLE 2 — SCOPE OF SERVICES
Section 2.1 — General Description
The Consultant shall provide transition assistance, advisory services, and operational consulting to the Company in connection with the integration of AVP's former business operations into the Company's manufacturing footprint (collectively, the "Services"). The Services shall be provided on a non-exclusive, independent contractor basis, and nothing in this Agreement shall be construed to prevent the Company from engaging other consultants, advisors, or service providers to perform similar or overlapping services. The Consultant shall perform the Services diligently and in good faith, with the objective of facilitating a smooth, efficient, and successful transition and integration of the AVP business into the Company's operations.
Section 2.2 — Specific Services
Without limiting the generality of Section 2.1, the Consultant shall perform the specific services set forth below, as further detailed in Exhibit A:
(a) Operational Transition. The Consultant shall assist the Company with the integration of the Butler Facility and the Meadville Facility operations into CPS's existing six-plant manufacturing network across Ohio, Indiana, and Kentucky. Such assistance shall include, without limitation, advising on production scheduling, equipment optimization, workflow standardization, capacity planning, maintenance protocols, capital equipment assessment, and the harmonization of operating procedures between the Facilities and the Company's existing plants. The Consultant shall draw upon his extensive operational knowledge of the Facilities, including equipment configurations, production line layouts, shift structures, and historical production data, to advise the Company's integration team on best practices and potential operational synergies.
(b) Customer Relationship Transition. The Consultant shall facilitate introductions and relationship transfers for key customer accounts of the former AVP business. The Parties acknowledge that AVP's top ten (10) customers account for approximately sixty-two percent (62%) of AVP's trailing twelve-month ("TTM") revenue of approximately Ninety-Five Million Dollars ($95,000,000). The Consultant shall assist the Company with customer retention efforts, service continuity planning, and the development of transition communications to key accounts. The Consultant shall participate in customer meetings, calls, and site visits as reasonably requested by the Company, and shall use commercially reasonable efforts to preserve and strengthen customer relationships during the transition period.
(c) Vendor and Supply Chain. The Consultant shall support the transition of vendor relationships from AVP to the Company, with particular emphasis on the containerboard supply arrangement with Consolidated Linerboard Corp. (the "CLB Supply Arrangement"). The Consultant shall assist the Company with the renegotiation, extension, or replacement of existing supply terms, introduce Company personnel to key vendor contacts, and advise on alternative sourcing strategies and supply chain optimization opportunities. The Consultant shall also assist with the transition of other significant vendor relationships, including relationships with ink suppliers, adhesive suppliers, die manufacturers, equipment maintenance providers, and logistics carriers.
(d) Manufacturing Know-How. The Consultant shall transfer knowledge regarding AVP's proprietary and specialized manufacturing processes, including, without limitation, specialty chemical-resistant coating formulations, food-grade packaging processes and certifications (including FDA-compliant materials handling procedures), folding carton production techniques, corrugated container manufacturing processes specific to AVP's product lines, and quality control methodologies. The Consultant shall prepare written documentation of such processes and formulations to the extent not already documented, and shall make himself available to train Company personnel in such processes and techniques.
(e) Employee Transition Support. The Consultant shall assist the Company with the onboarding and integration of former AVP employees into CPS's organizational structure, policies, and benefit programs. The Consultant shall advise on workforce matters, including coordination with the approximately one hundred eighty-five (185) hourly employees at the Butler Facility who are covered by the collective bargaining agreement with the International Paperworkers Union Local 814 (the "CBA"), which is effective April 1, 2024, and expires March 31, 2027. The Consultant shall assist Company management in understanding the terms and provisions of the CBA, facilitate introductions to union leadership, and advise on labor relations matters arising during the transition period, including grievance procedures, seniority provisions, and work rule interpretations.
(f) Regulatory and Compliance. The Consultant shall assist the Company, as reasonably requested, with environmental permit transition matters, including, without limitation, the transfer or re-issuance of Pennsylvania Department of Environmental Protection ("PA DEP") Title V Permit No. TV-10-00287 at the Butler Facility and PA DEP General Permit No. GP-3 at the Meadville Facility. The Consultant shall also assist with operational compliance matters related to the Facilities, including Occupational Safety and Health Administration ("OSHA") compliance, hazardous materials handling procedures, and other regulatory requirements applicable to the Facilities' operations.
(g) General Advisory. The Consultant shall provide such other advisory and consulting services as the Company may reasonably request from time to time and as mutually agreed by the Parties in writing. Nothing in this subsection (g) shall obligate the Consultant to perform services materially beyond the scope of the Services described in subsections (a) through (f) above without the Consultant's prior written consent.
Section 2.3 — Time Commitment
The Consultant shall devote a minimum of twenty (20) hours per week to the performance of Services during the first ninety (90) days following the Closing Date (the "Intensive Period"), and a minimum of ten (10) hours per week thereafter for the remainder of the Term, unless otherwise mutually agreed in writing by the Parties. The Consultant acknowledges that the time commitment during the Intensive Period may require full business-day availability on certain days, particularly in connection with customer meetings, plant visits, and vendor negotiations. Services shall be performed at the Butler Facility, the Meadville Facility, at the Company's headquarters in Akron, Ohio, or remotely (including by telephone and videoconference), as reasonably directed by the Company, taking into account the Consultant's schedule and the nature of the Services to be performed.
Section 2.4 — Reporting
The Consultant shall report to Thomas R. Garner, Chief Executive Officer of the Company, or such other officer or senior manager as the Company may designate from time to time by written notice to the Consultant. The Consultant shall provide monthly written status reports to such designated officer summarizing the Services performed during the preceding calendar month, the status of key transition activities and milestones, any issues or obstacles encountered, and recommended next steps. Such monthly reports shall be submitted within ten (10) business days following the end of each calendar month. The Company may request additional status updates or reports at reasonable intervals, and the Consultant shall comply with such requests in a timely manner.
Section 2.5 — Standard of Performance
The Consultant shall perform all Services in a professional, workmanlike manner consistent with industry standards applicable to consulting services of the type contemplated by this Agreement. The Consultant shall exercise the same degree of skill, care, diligence, and expertise as the Consultant exercised in his capacity as Vice President of Operations of AVP. The Consultant shall comply with all applicable laws, regulations, and Company policies that are communicated to the Consultant in writing, and shall perform the Services in a manner that does not expose the Company to unreasonable risk of liability or harm.
ARTICLE 3 — TERM AND TERMINATION
Section 3.1 — Term
This Agreement shall commence on the Closing Date and shall continue for a period of twelve (12) months from the Closing Date (the "Initial Term"), unless earlier terminated in accordance with this Article 3. Upon expiration of the Initial Term, this Agreement may be extended for additional three (3)-month periods (each, a "Renewal Period") upon the mutual written agreement of both Parties. The Initial Term and any Renewal Periods are collectively referred to herein as the "Term."
Section 3.2 — Termination by Company
(a) Termination Without Cause. The Company may terminate this Agreement at any time, with or without cause, upon thirty (30) days' prior written notice to the Consultant. In the event of such termination, the Company shall pay the Consultant all accrued and unpaid consulting fees and approved, unreimbursed expenses through the effective date of termination.
(b) Termination for Cause. The Company may terminate this Agreement immediately upon written notice to the Consultant for "Cause," which shall mean any of the following: (i) a material breach by the Consultant of any provision of this Agreement that remains uncured for a period of fifteen (15) days after the Company delivers written notice of such breach to the Consultant, specifying the nature of the breach in reasonable detail; (ii) fraud, dishonesty, or willful misconduct by the Consultant in connection with the performance of Services or otherwise in his dealings with the Company; (iii) the conviction of the Consultant of, or plea of guilty or nolo contendere to, any felony or any crime involving moral turpitude; (iv) any violation by the Consultant of the confidentiality obligations set forth in Article 6 or the intellectual property provisions set forth in Article 5; or (v) a material violation by the Consultant of Company policies that have been communicated to the Consultant in writing.
Section 3.3 — Termination by Consultant
(a) Termination on Notice. The Consultant may terminate this Agreement upon sixty (60) days' prior written notice to the Company. During such sixty (60)-day notice period, the Consultant shall continue to perform the Services and shall cooperate with the Company to effect an orderly transition of the Consultant's responsibilities.
(b) Termination for Non-Payment. The Consultant may terminate this Agreement immediately upon written notice to the Company if the Company fails to make any undisputed payment required under Article 4 within thirty (30) days of the applicable due date and such failure continues for a period of ten (10) business days after the Consultant delivers written notice to the Company specifying such non-payment.
Section 3.4 — Effect of Termination
(a) Surviving Obligations. The obligations of the Parties under Article 5 (Intellectual Property), Article 6 (Confidentiality), Article 7 (Non-Competition and Non-Solicitation), Article 9 (Indemnification), Article 10 (Representations and Warranties), and Article 12 (Miscellaneous Provisions) shall survive the termination or expiration of this Agreement in accordance with their respective terms.
(b) Payment of Accrued Amounts. Upon termination or expiration of this Agreement for any reason, the Company shall pay the Consultant all accrued and unpaid consulting fees earned through the effective date of termination or expiration, together with all approved, unreimbursed expenses properly incurred through such date, in accordance with the payment terms set forth in Article 4.
(c) Return of Property. Within ten (10) business days following the effective date of termination or expiration, the Consultant shall return to the Company all Company property, materials, documents, files, equipment, access credentials, Confidential Information, and Deliverables in the Consultant's possession or control. The Consultant shall certify in writing that all such items have been returned or destroyed in accordance with Section 6.6.
(d) Transition Cooperation. Upon termination or expiration of this Agreement, the Consultant shall cooperate reasonably with the Company to facilitate an orderly transition of the Consultant's responsibilities and shall answer questions from Company personnel regarding matters within the scope of the Services previously performed by the Consultant, for a period of thirty (30) days following the effective date of termination or expiration, at no additional charge to the Company.
ARTICLE 4 — COMPENSATION AND EXPENSES
Section 4.1 — Consulting Fee
As compensation for the performance of the Services, the Company shall pay the Consultant a monthly consulting fee of $__ per month (the "Monthly Fee") during the Initial Term and any Renewal Period. The Monthly Fee shall be payable within fifteen (15) business days following the end of each calendar month during the Term, based on the Consultant's performance of Services during such month. For the first and last months of the Term, if partial, the Monthly Fee shall be prorated based on the number of calendar days during which this Agreement was in effect during such month divided by the total number of calendar days in such month.
In the event that the Company requests the Consultant to devote time in excess of the minimum hours specified in Section 2.3 during any given week, and the Consultant agrees to provide such additional hours, such additional hours shall be compensated at the rate of $__ per hour (the "Hourly Rate"). The Consultant shall document all hours worked in reasonable detail, and the Company shall pay for any additional hours within fifteen (15) business days following the end of the calendar month in which such additional hours were worked, upon receipt of the Consultant's time records.
Section 4.2 — Expense Reimbursement
The Company shall reimburse the Consultant for all reasonable, documented, and pre-approved out-of-pocket expenses actually incurred by the Consultant in connection with the performance of the Services, including, without limitation, travel expenses (including airfare at coach/economy class), lodging, meals, parking, tolls, and mileage at the then-current Internal Revenue Service standard mileage rate. Any single expense item exceeding One Thousand Dollars ($1,000) shall require the prior written approval of the Company before being incurred. The Consultant shall submit expense reports with itemized receipts and supporting documentation on a monthly basis, and the Company shall reimburse approved expenses within thirty (30) days of receipt of a complete and accurate expense report.
Section 4.3 — No Benefits
The Consultant acknowledges and agrees that, as an independent contractor, the Consultant shall not be entitled to participate in or receive any employee benefits of the Company, including, without limitation, health insurance, dental insurance, vision insurance, disability insurance, life insurance, retirement plan participation (including any benefit plans maintained by CPS or any successor to the Allegheny Valley Packaging 401(k) Profit Sharing Plan formerly maintained through Patriot Plan Administrators LLC), paid time off, vacation, sick leave, holiday pay, workers' compensation coverage, or unemployment insurance benefits from the Company. The Consultant is solely responsible for obtaining and maintaining his own insurance coverage and benefit arrangements. The Consultant acknowledges that the compensation provided under this Agreement constitutes the full consideration for the Services and that no additional compensation, benefits, or perquisites shall be owed by the Company except as expressly set forth in this Article 4.
Section 4.4 — Taxes
The Company shall not withhold federal, state, or local income taxes, Social Security taxes, Medicare taxes, Federal Unemployment Tax Act ("FUTA") taxes, or any other taxes from payments made to the Consultant under this Agreement. The Consultant shall be solely responsible for all self-employment taxes (including the self-employment tax under Section 1401 of the Internal Revenue Code), estimated tax payments, income taxes, and compliance with all applicable federal, state, and local tax laws arising from or relating to compensation received under this Agreement. The Consultant shall provide a completed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) to the Company prior to the first payment under this Agreement. The Company shall issue an IRS Form 1099-NEC (Nonemployee Compensation) to the Consultant for all payments made to the Consultant during each calendar year in which payments are made under this Agreement, in accordance with applicable Internal Revenue Service requirements.
ARTICLE 5 — INTELLECTUAL PROPERTY
Section 5.1 — Work Product Assignment
All Deliverables, inventions, discoveries, improvements, processes, formulations, methods, designs, techniques, compositions, data, software, documentation, and other work product conceived, developed, created, or reduced to practice by the Consultant, whether alone or jointly with others, in the course of performing the Services or using the Company's Confidential Information (collectively, "Work Product") shall be the sole and exclusive property of the Company. The Consultant hereby irrevocably assigns, transfers, and conveys to the Company all right, title, and interest in and to all Work Product, including, without limitation, all intellectual Property rights therein and thereto, throughout the world, in perpetuity. Such assignment includes, without limitation, all patents, patent applications, copyrights, copyright registrations and applications, trade secrets, trademarks, trademark applications, service marks, know-how, and all other intellectual property rights of any kind or nature, whether now known or hereafter recognized. The Consultant agrees that all Work Product that constitutes a "work made for hire" as defined in 17 U.S.C. § 101 shall be considered a work made for hire to the maximum extent permitted by law, and to the extent any Work Product does not qualify as a work made for hire, the foregoing assignment shall be fully effective.
Section 5.2 — Prior Inventions
Exhibit B attached hereto sets forth a list of all inventions, improvements, processes, formulations, or other intellectual property that were developed, conceived, or reduced to practice by the Consultant prior to the Closing Date and that the Consultant desires to exclude from the assignment set forth in Section 5.1 (collectively, "Prior Inventions"). If no Prior Inventions are listed on Exhibit B, the Consultant represents and warrants that there are no Prior Inventions. To the extent any Prior Inventions are incorporated into, used in connection with, or otherwise necessary for the use or exploitation of any Work Product, the Consultant hereby grants to the Company a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license, with the right to sublicense through multiple tiers, to make, use, sell, offer for sale, import, modify, create derivative works of, reproduce, distribute, publicly display, publicly perform, and otherwise exploit such Prior Inventions in connection with the Work Product and the Company's business operations.
Section 5.3 — Cooperation
The Consultant shall cooperate fully with the Company, at the Company's expense, in securing, perfecting, maintaining, defending, and enforcing the Company's intellectual Property rights in the Work Product, including, without limitation, executing patent applications, copyright registrations, assignment documents, declarations, affidavits, and all other instruments and documents as the Company may reasonably request. The Consultant's obligations under this Section 5.3 shall survive the termination or expiration of this Agreement. In the event that the Consultant is unable or unwilling, after reasonable request, to execute any such document, the Consultant hereby grants to the Company an irrevocable power of attorney, coupled with an interest, for the limited purpose of executing such documents on behalf of the Consultant. The Consultant acknowledges that such power of attorney is irrevocable and shall survive the death or incapacity of the Consultant.
Section 5.4 — Moral Rights Waiver
To the maximum extent permitted by applicable law, the Consultant hereby irrevocably waives and agrees never to assert any and all moral rights (including, without limitation, rights of attribution, integrity, disclosure, and withdrawal) that the Consultant may have in or with respect to any Work Product, whether arising under any federal, state, or foreign law, treaty, or convention.
ARTICLE 6 — CONFIDENTIALITY
Section 6.1 — Definition of Confidential Information
"Confidential Information" means all non-public, proprietary, or confidential information of the Company (including, without limitation, information related to the former AVP business and any information acquired or developed by the Company in connection with its ownership and operation of the assets formerly owned by AVP), disclosed to, obtained by, or otherwise made available to the Consultant, whether in written, oral, electronic, visual, or other form, and whether or not marked, labeled, or otherwise identified as confidential. Without limiting the generality of the foregoing, Confidential Information includes: (i) trade secrets; (ii) manufacturing processes, techniques, and methods; (iii) specialty coating formulations, including chemical-resistant and food-grade formulations; (iv) customer lists, customer data, customer preferences, and customer pricing information; (v) pricing models, cost structures, and margin analyses; (vi) financial data, projections, budgets, and business plans; (vii) marketing strategies, sales plans, and competitive analyses; (viii) vendor terms, supply agreements, and procurement strategies; (ix) employee information, compensation data, and organizational plans; (x) technical data, engineering specifications, and product designs; (xi) research and development activities, pipeline products, and product roadmaps; (xii) information regarding the Company's investors, lenders, and financing arrangements; and (xiii) any information defined as "Confidential Information" under the APA. Information need not be marked or designated as confidential to constitute Confidential Information under this Agreement if such information would reasonably be understood to be confidential or proprietary given its nature or the circumstances of its disclosure.
Section 6.2 — Obligations
The Consultant shall hold all Confidential Information in strict confidence and shall not, without the prior written consent of the Company, disclose, publish, or otherwise disseminate any Confidential Information to any third party, in whole or in part. The Consultant shall use Confidential Information solely for the purpose of performing the Services under this Agreement and for no other purpose. The Consultant shall protect the confidentiality of all Confidential Information using at least the same degree of care as the Consultant uses to protect his own confidential information of a similar nature, but in no event less than a reasonable degree of care. The Consultant shall limit access to Confidential Information to those individuals who have a need to know such information in connection with the performance of the Services and who are bound by confidentiality obligations no less protective than those contained in this Article 6. The Consultant shall not make copies of Confidential Information except as reasonably necessary for the performance of the Services.
Section 6.3 — Exceptions
The obligations set forth in Section 6.2 shall not apply to information that the Consultant can demonstrate by competent evidence: (a) is or becomes publicly available or part of the public domain through no fault, act, or omission of the Consultant; (b) was rightfully known to the Consultant prior to the commencement of the Consultant's engagement with the Company, as evidenced by the Consultant's contemporaneous written records predating such engagement; (c) was independently developed by the Consultant without use of, reference to, or reliance upon the Company's Confidential Information, as evidenced by the Consultant's contemporaneous written records; or (d) was rightfully received by the Consultant from a third party who was not, to the Consultant's knowledge, bound by any obligation of confidentiality with respect to such information.
Section 6.4 — Compelled Disclosure
If the Consultant is compelled by law, regulation, subpoena, court order, or other legal process to disclose any Confidential Information, the Consultant shall, to the extent legally permitted, provide prompt written notice to the Company prior to any such disclosure, so that the Company may seek a protective order, injunction, or other appropriate remedy or waive compliance with the provisions of this Article 6. In the event that such protective order or other remedy is not obtained, or the Company waives compliance, the Consultant shall disclose only that portion of the Confidential Information that is legally required to be disclosed and shall exercise commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the Confidential Information so disclosed.
Section 6.5 — Duration
The Consultant's obligations under this Article 6 shall survive the termination or expiration of this Agreement for a period of five (5) years following the effective date of such termination or expiration. Notwithstanding the foregoing, the Consultant's obligations with respect to any Confidential Information that constitutes a trade secret under applicable law (including, without limitation, the Ohio Uniform Trade Secrets Act, Ohio Rev. Code §§ 1333.61–1333.69, and the Pennsylvania Uniform Trade Secrets Act, 12 Pa. C.S. §§ 5301–5308, and the federal Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836 et seq.) shall continue for so long as such information remains a trade secret under applicable law.
Section 6.6 — Return of Materials
Upon the termination or expiration of this Agreement, or at any time upon the Company's written request, the Consultant shall promptly return to the Company, or destroy at the Company's election, all documents, files, records, notes, memoranda, data, electronic files, media, and other materials in the Consultant's possession or control that contain, reflect, or are derived from Confidential Information, and shall not retain any copies, extracts, or summaries thereof. Within ten (10) business days of such return or destruction, the Consultant shall certify in writing to the Company that all such materials have been returned or destroyed, as applicable, and that no copies have been retained by the Consultant or any person or entity under the Consultant's direction or control.
ARTICLE 7 — NON-COMPETITION AND NON-SOLICITATION
The Parties acknowledge and agree that, concurrently with the execution of this Agreement, the Consultant and the Company have entered into the Non-Competition and Non-Solicitation Agreement of even date herewith (the "Non-Competition Agreement"), which sets forth certain restrictive covenants applicable to the Consultant. The terms and conditions of the Non-Competition Agreement are hereby incorporated by reference as though fully set forth herein, to the extent applicable. Nothing in this Agreement is intended to limit, modify, or supersede the obligations of the Consultant under the Non-Competition Agreement, and the provisions of each agreement shall be read and interpreted harmoniously to give full effect to the intent of the Parties. The Consultant acknowledges that the Non-Competition Agreement was entered into as a condition to, and in consideration of, the consummation of the transactions under the APA and the payments thereunder, including the portion of the Purchase Price allocable to the Consultant's equity interest in AVP.
ARTICLE 8 — INDEPENDENT CONTRACTOR STATUS
Section 8.1 — Relationship
The Consultant is an independent contractor and is not an employee, agent, partner, or joint venturer of the Company. Nothing in this Agreement shall be construed to create an employer-employee relationship, a partnership, a joint venture, or an agency relationship between the Parties. The Consultant shall have no authority to bind the Company, enter into any agreement or commitment on behalf of the Company, or hold himself out as having such authority, unless specifically authorized in writing by the Company in advance. The Consultant shall not represent to any third party that the Consultant is an employee or agent of the Company.
Section 8.2 — Control
The Company shall have the right to direct the general scope, objectives, and desired outcomes of the Services, but the Consultant shall retain full control over the manner, method, means, and details of performing the Services, subject to the reporting obligations set forth in Section 2.4 and the time commitment requirements set forth in Section 2.3. The Company shall not control or direct the Consultant's day-to-day activities, work schedule (other than scheduling specific meetings, customer visits, or other appointments), or the sequence in which the Consultant performs the various elements of the Services.
Section 8.3 — Other Activities
The Consultant may engage in other business, employment, or consulting activities during the Term, provided that such activities do not: (a) interfere with the Consultant's ability to perform the Services in a timely and professional manner; (b) violate the terms and conditions of the Non-Competition Agreement; or (c) create a conflict of interest with the Company or otherwise compromise the Consultant's ability to act in the Company's best interests in connection with the Services. The Consultant shall promptly disclose to the Company any activity or engagement that could reasonably be expected to create a conflict of interest.
ARTICLE 9 — INDEMNIFICATION
Section 9.1 — Indemnification by Consultant
The Consultant shall indemnify, defend, and hold harmless the Company and its affiliates (including, without limitation, Ridgeway Capital Partners Fund III, LP, and its general partner, Ridgeway Capital GP III LLC), and their respective officers, directors, managers, members, employees, agents, successors, and assigns (collectively, the "Company Indemnified Parties") from and against any and all losses, damages, liabilities, claims, demands, actions, suits, proceedings, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees and disbursements) (collectively, "Losses") arising out of, relating to, or resulting from: (a) any breach by the Consultant of any representation, warranty, covenant, or obligation of the Consultant under this Agreement; (b) any act or omission of the Consultant constituting gross negligence or willful misconduct in connection with the performance of the Services; (c) any claim, demand, or proceeding by any governmental authority or third party asserting that the Consultant is an employee of the Company, including, without limitation, any claims for employee benefits, withholding taxes, employment taxes, or workers' compensation; or (d) the Consultant's failure to pay any taxes owed on compensation received under this Agreement, including any penalties and interest imposed thereon.
Section 9.2 — Indemnification by Company
The Company shall indemnify, defend, and hold harmless the Consultant from and against any and all Losses arising out of, relating to, or resulting from: (a) any breach by the Company of any representation, warranty, covenant, or obligation of the Company under this Agreement; (b) any act or omission of the Company constituting gross negligence or willful misconduct; or (c) any third-party claims arising from the Consultant's performance of the Services, to the extent that the Consultant acted within the scope of the Services authorized under this Agreement and in good faith compliance with the Company's instructions.
Section 9.3 — Limitation of Liability
(a) Aggregate Cap. Except as otherwise provided in this Section 9.3, neither Party's aggregate liability to the other Party under or in connection with this Agreement, whether in contract, tort, or otherwise, shall exceed the total consulting fees paid or payable to the Consultant under this Agreement during the Term.
(b) Exclusion of Certain Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, OR DIMINUTION IN VALUE, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS SET FORTH IN THIS SECTION 9.3(b) SHALL NOT APPLY TO: (i) LOSSES ARISING FROM A BREACH OF ARTICLE 5 (INTELLECTUAL PROPERTY) OR ARTICLE 6 (CONFIDENTIALITY); (ii) LOSSES ARISING FROM WILLFUL MISCONDUCT OR FRAUD; OR (iii) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.1 OR SECTION 9.2 TO THE EXTENT SUCH OBLIGATIONS RELATE TO THIRD-PARTY CLAIMS.
ARTICLE 10 — REPRESENTATIONS AND WARRANTIES
Section 10.1 — Consultant's Representations
The Consultant hereby represents and warrants to the Company as follows:
(a) The Consultant has the full legal capacity and authority to enter into this Agreement and to perform the obligations contemplated herein. This Agreement constitutes a legal, valid, and binding obligation of the Consultant, enforceable against the Consultant in accordance with its terms, subject to applicable bankruptcy, insolvency, and equitable principles.
(b) The Consultant's execution, delivery, and performance of this Agreement, and the performance of the Services contemplated hereunder, will not conflict with, violate, or result in a breach of any agreement, contract, obligation, order, judgment, or decree to which the Consultant is a party or by which the Consultant is bound. The Non-Competition Agreement and the APA are complementary to, and consistent with, this Agreement, and the Consultant's obligations under each are not in conflict.
(c) The Consultant is not subject to any restrictive covenant, non-competition agreement, non-solicitation agreement, or other contractual obligation (other than the Non-Competition Agreement and the APA, and other than ordinary course obligations that do not affect the Consultant's ability to perform the Services) that would prevent, restrict, or impair the Consultant's ability to perform the Services.
(d) All information provided by the Consultant to the Company in connection with this Agreement, including without limitation any information regarding the Consultant's background, qualifications, and prior inventions, is true, accurate, and complete in all material respects.
Section 10.2 — Company's Representations
The Company hereby represents and warrants to the Consultant as follows:
(a) The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Ohio, with Ohio Secretary of State Filing No. 4287653. The Company has the full power, authority, and legal right to enter into this Agreement and to perform its obligations hereunder.
(b) The execution, delivery, and performance of this Agreement by the Company have been duly authorized by all necessary limited liability company action, and this Agreement constitutes a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, and equitable principles.
ARTICLE 11 — INSURANCE
The Consultant shall maintain, at his own expense, adequate professional liability insurance and general liability insurance covering his activities in connection with the performance of the Services throughout the Term. Upon request by the Company, the Consultant shall provide certificates of insurance evidencing such coverage. The Company shall maintain its customary commercial general liability insurance and umbrella/excess liability insurance policies covering activities at the Butler Facility and the Meadville Facility where the Consultant may perform Services. The Company shall ensure that the Consultant is afforded reasonable protections under such policies to the extent the Consultant is performing Services on-site at the Facilities at the Company's direction, subject to the terms and conditions of such policies.
ARTICLE 12 — MISCELLANEOUS PROVISIONS
Section 12.1 — Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction. The Parties acknowledge that the selection of New York law is consistent with the governing law provisions of the APA and is intended to ensure uniformity among the transaction documents.
Section 12.2 — Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be resolved exclusively in the state or federal courts located in the Borough of Manhattan, City of New York, State of New York. Each Party hereby irrevocably submits to the exclusive jurisdiction of such courts for the purpose of any such action or proceeding and irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in such courts, and any claim that any such action or proceeding brought in such courts has been brought in an inconvenient forum. Each Party agrees that a final judgment in any such action or proceeding may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law.
Section 12.3 — Notices
All notices, requests, demands, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when: (i) delivered personally; (ii) sent by certified or registered mail, return receipt requested, postage prepaid; (iii) sent by a nationally recognized overnight courier service, with delivery confirmed; or (iv) transmitted by email with confirmation of receipt, in each case addressed as follows:
If to the Company:
Crestline Packaging Solutions LLC 4100 Commerce Parkway, Suite 800 Akron, OH 44308
Attention: Sandra K. Liu, General Counsel
Email: sliu@crestlinepackaging.com
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022
Attention: Harrison Wexford
Email: hwexford@calderwoodharkness.com
If to the Consultant:
Michael G. Horvath At the address set forth on the signature page hereto
Either Party may change its address for notice purposes by providing written notice of such change to the other Party in accordance with this Section 12.3.
Section 12.4 — Entire Agreement
This Agreement (together with the Exhibits attached hereto, which are incorporated herein by reference), the Non-Competition Agreement, and the APA constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, negotiations, representations, warranties, understandings, and communications between the Parties, whether written or oral, with respect to such subject matter. No Party has relied on any statement, representation, or warranty of any other Party in entering into this Agreement except as expressly set forth herein.
Section 12.5 — Amendments
No amendment, modification, supplement, or waiver of any provision of this Agreement shall be valid or effective unless made in writing and duly executed by both Parties. No oral agreement, course of dealing, or trade usage shall be deemed to amend or modify the terms of this Agreement.
Section 12.6 — Waiver
No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, and no single or partial exercise of any such right, power, or privilege shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. No waiver of any provision of this Agreement shall be deemed a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless expressly so stated in writing.
Section 12.7 — Assignment
The Consultant may not assign, transfer, delegate, or otherwise dispose of this Agreement or any of his rights, duties, or obligations hereunder without the prior written consent of the Company, and any attempted assignment without such consent shall be null and void. The Company may assign this Agreement to any affiliate, successor, or acquirer of all or substantially all of the Company's assets or business without the Consultant's consent, provided that such assignee assumes the Company's obligations under this Agreement in writing. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.
Section 12.8 — Severability
If any provision of this Agreement, or the application thereof to any person or circumstance, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby, and such remaining provisions shall remain in full force and effect. In the event that any provision is held to be invalid, illegal, or unenforceable, the Parties agree that such provision shall be reformed to the minimum extent necessary to render it valid, legal, and enforceable while preserving the Parties' original intent, and if such reformation is not possible, such provision shall be deemed severed from this Agreement.
Section 12.9 — Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by electronic transmission (including by email in portable document format (.pdf)) or by facsimile shall be equally effective as delivery of a manually executed counterpart. Electronic signatures, including signatures executed through Brightwater Software or similar electronic signature platforms, shall be deemed original signatures and shall be valid and binding for all purposes.
Section 12.10 — No Third-Party Beneficiaries
This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement, except that the Company Indemnified Parties identified in Section 9.1 (including Ridgeway Capital Partners Fund III, LP, and Ridgeway Capital GP III LLC) are intended third-party beneficiaries of Section 9.1 and shall have the right to enforce the indemnification obligations set forth therein.
Section 12.11 — Headings
The article and section headings contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of any provision of this Agreement.
Section 12.12 — Construction
This Agreement has been negotiated at arm's length by the Parties and their respective legal counsel, and no presumption or rule of construction against the drafter shall apply to the interpretation of this Agreement. Both Parties acknowledge that they have been represented by counsel in connection with the negotiation, drafting, and execution of this Agreement and have had the opportunity to review and comment on all provisions hereof.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties have executed this Consulting Agreement as of the date first written above.
CRESTLINE PACKAGING SOLUTIONS LLC
By: ________
Name: Thomas R. Garner
Title: Chief Executive Officer
Date: ________
Address:
4100 Commerce Parkway, Suite 800 Akron, OH 44308
CONSULTANT
________________________________________
Michael G. Horvath
Date: ________
Address:
________________________________________
________________________________________
Butler, PA 16001
EXHIBIT A
DESCRIPTION OF SERVICES
This Exhibit A is attached to and forms a part of the Consulting Agreement dated as of the Closing Date (estimated July 31, 2025), by and between Crestline Packaging Solutions LLC and Michael G. Horvath (the "Agreement"). Capitalized terms used but not defined in this Exhibit A shall have the meanings ascribed to them in the Agreement.
I. Detailed Description of Services
The Consultant shall perform the following Services in accordance with Article 2 of the Agreement:
A. Operational Transition (Section 2.2(a))
1. Assist the Company's integration team with the development and execution of a comprehensive operational integration plan for the Butler Facility and the Meadville Facility.
2. Advise on the alignment of production scheduling systems between the Facilities and CPS's existing six-plant network, including coordination with the Company's enterprise resource planning ("ERP") system.
3. Provide guidance on equipment optimization, including identification of key capital equipment assets, maintenance histories, spare parts inventories, and equipment upgrade recommendations at both Facilities.
4. Assist with workflow standardization, including harmonization of standard operating procedures ("SOPs"), safety protocols, quality inspection processes, and production reporting between the Facilities and the Company's existing operations.
5. Advise on capacity planning, production line utilization, and shift scheduling to maximize throughput and minimize downtime during the transition period.
6. Identify potential operational synergies between the Facilities and the Company's existing plants, including opportunities for production consolidation, cross-training, and shared services.
B. Customer Relationship Transition (Section 2.2(b))
1. Facilitate in-person and virtual introductions between the Company's sales and account management teams and AVP's top ten (10) customers and such other significant customer accounts as the Company may identify.
2. Assist with the development of customer transition communications, including joint announcement letters, customer presentations, and FAQs.
3. Participate in customer meetings, plant tours, and business review sessions as reasonably requested by the Company to reassure customers and support relationship continuity.
4. Advise the Company on customer-specific preferences, historical pricing arrangements, service level expectations, and potential retention risks.
5. Assist with the development of customer retention strategies and action plans for at-risk accounts.
C. Vendor and Supply Chain (Section 2.2(c))
1. Support the transition of the CLB Supply Arrangement, including introducing Company procurement personnel to key contacts at Consolidated Linerboard Corp.
2. Assist the Company with the evaluation and, if applicable, renegotiation or extension of existing supply terms with Consolidated Linerboard Corp. and other key vendors.
3. Provide a comprehensive overview of AVP's vendor base, including key contacts, contract terms, pricing structures, quality metrics, and historical performance data.
4. Advise on alternative sourcing strategies and supply chain optimization opportunities, including potential volume consolidation across the Company's combined manufacturing platform.
5. Assist with the transition of logistics and freight carrier relationships.
D. Manufacturing Know-How (Section 2.2(d))
1. Transfer knowledge regarding AVP's proprietary specialty chemical-resistant coating formulations, including composition specifications, application techniques, curing parameters, and quality testing protocols.
2. Document food-grade packaging processes, including FDA-compliant materials handling procedures, SQF (Safe Quality Food) certification requirements, and chain-of-custody protocols for food-contact materials.
3. Transfer knowledge regarding folding carton production techniques specific to AVP's product lines, including die design specifications, gluing processes, and finishing techniques.
4. Document corrugated container manufacturing processes, including board grades, flute configurations, printing methods, and converting operations specific to AVP's product mix.