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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

June 27, 2025

(Date of Report, Date of earliest event reported)

RANPAK HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

____________________________

Delaware

001-38348

98-1377160

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

7990 Auburn Road

Concord Township, Ohio 44077

(Address of principal executive offices) (Zip Code)

(440) 354-4445

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

____________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	PACK	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Operating Officer

On June 27, 2025, the Board of Directors (the “Board”) of Ranpak Holdings Corp. (the “Company”) appointed Paul Aram, age 64, as Chief Operating Officer. Mr. Aram's appointment will become effective upon his joining the Company on a date to be mutually agreed.

Prior to his appointment as Chief Operating Officer, Mr. Aram served as the Global Supply Chain and Operations Director at IDEX Corp since January 2024. Mr. Aram served as the Vice President of Global Operations at Ingersoll Rand Inc. from May 2019 to December 2023. There are no arrangements or understandings between Mr. Aram and any other person pursuant to which Mr. Aram was appointed to serve as the Chief Operating Officer of the Company. There are no family relationships between Mr. Aram and any of the Company’s directors or executive officers.

In connection with his role as Chief Operating Officer, the Company entered into an employment agreement with Mr. Aram, which became effective as of June 30, 2025 (the “Aram Employment Agreement”), pursuant to which Mr. Aram receives (i) an annual base salary of €310,000 and a target cash bonus equal to 40% of the annual base salary, and (ii) a one-time new hire award consisting of 5,000 PRSUs and 5,000 RSUs. Mr. Aram will also be eligible to participate in and be covered by all employee benefit programs maintained by the Company on the same terms as are generally applicable to other senior executives of the Company, subject to his meeting applicable eligibility requirements. Mr. Aram’s base salary and target annual bonus will be subject to periodic review and adjustment from time to time in the discretion of the Board or the Compensation Committee.

The foregoing description of the Aram Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the agreement which is filed as Exhibit 10.1 to this Current Report and incorporated by reference.

Departure of Managing Directors

On July 3, 2025, the Company announced that Eric Laurensse will be departing as the Company’s Managing Director, Europe, effective on August 1, 2025 and Antonio Grassotti will be departing as the Company’s Managing Director, APAC, effective on July 31, 2025. The departures of Mr. Laurensse and Mr. Grassotti do not involve a disagreement on any matter relating to the Company’s operations, policies or practices. In connection with their departures, Mr. Laurensse and Mr. Grassotti have each agreed to a separation agreement and general release with the Company. The separation agreement and general release with Mr. Laurensse provides that in connection with Mr. Laurensse’s departure, his outstanding annual equity awards with respect to 76,641 restricted stock units scheduled to vest in 2026 will continue to vest under the terms of the 2019 Omnibus Incentive Plan and the applicable award agreements. The separation agreement and general release with Mr. Grassotti provides that in connection with Mr. Grassotti’s departure, his outstanding annual equity awards with respect to 49,965 restricted stock units scheduled to vest in 2026 will continue to vest under the terms of the 2019 Omnibus Incentive Plan and the applicable award agreements.

The foregoing descriptions of the separation agreements and general releases with Mr. Laurensse and Mr. Grassotti contained herein do not purport to be complete and are qualified in their entirety by reference to the complete text of the agreements which are filed as Exhibit 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

10.1*		Employment Agreement by and between the Company and Paul Aram, dated July 1, 2025
10.2		Separation Agreement and General Release by and between the Company and Eric Laurensse, dated June 30, 2025
10.3		Separation Agreement and General Release by and between the Company and Antonio Grassotti, dated July 2, 2025
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

* Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit have been omitted by means of marking such portions with asterisks as the identified confidential portions are both not material and are the type of information that the registrant treats as private or confidential. The registrant agrees to supplementally furnish an unredacted copy of this exhibit to the Securities and Exchange Commission upon its request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RANPAK HOLDINGS CORP.

Date: July 3, 2025	By:	/s/ William Drew
		William Drew
		Executive Vice President and Chief Financial Officer

EX-10.1 2 dp230855_ex1001.htm EXHIBIT 10.1

Exhibit 10.1

PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH ASTERISKS AS THE IDENTIFIED CONFIDENTIAL PORTIONS ARE BOTH NOT MATERIAL AND ARE THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE REGISTRANT AGREES TO SUPPLEMENTALLY FURNISH AN UNREDACTED COPY OF THIS EXHIBIT TO THE SECURITIES AND EXCHANGE COMMISSION UPON ITS REQUEST.

EMPLOYMENT AGREEMENT
FOR INDEFINITE TIME

Between the undersigned:

RANPAK BV, a private company with limited liability, having its registered office located Rimburgerweg 40, 6471 XX EYGELSHOVEN, Netherlands, legally represented by Mr. E.J.M. Laurensse, hereafter “employer”

and

Mr. Paul Aram, born in [***] (place of birth) on [***] (birth date), living in Southampton,
[***] (address), [***] (postal code), hereafter “employee”

It has been agreed as follows:

Paragraph 1 Start and duration

The employee start his employment for indefinite time at the employer as per the date which is to be confirmed.

The parties have agreed that the first 2 months after entering into employment shall be considered a trial period as referred to in Articles 7:652 and 7:676 of the Dutch Civil Code.

The rights and duties listed below shall apply to the extent that the employee is not appointed for a full working week, in proportion to the amount of work in force, unless the law otherwise provides.

The collective labor agreement for the Cardboard and Flexible Packaging Company applies to this employment agreement.

Paragraph 2 End of employment

The employee has the right to terminate the employment contract in due time with a notice period of 2 months.

The employer has the right to terminate the employment contract in due time with a notice period of
4 months.

Cancellations must be made in writing and by send by registered mail to the other party. The cancellation must be done by the end of the month.

Notwithstanding the provisions of the previous paragraphs, the employment contract will in any
event end without notice or notice being required, at the age of the employee’s entitlement to an AOW pension or on the first day of the month in which the employee reaches the retirement age.

Paragraph 3 Reason for immediate cancellation

Among other things, there is a reason for immediate termination of employment when the employee is
grossly negligent to fulfill his obligations under this agreement, as referred to in Article 7: 678 section 2 under sub k BW

Paragraph 4 Role and duties

In the context of this employment, the employee is SVP, Chief Operating Officer.

Employer reserves the right within the limits of reasonableness to make changes to the employee’s employment, as well as to adapt his working conditions accordingly.

The employee undertakes to do and to observe all what a good employee should do and observe and commit himself fully to the employer, as well promote the employers interest as good.as
possible.

The employee’s place of employment is Eygelshoven. However, the employee is obliged to carry
out his work in a place other than where the work is usually performed and / or at a different time than usual, unless this cannot be required from the Employee due to special circumstances.

Paragraph 5 Working hours and overtime

The employee is appointed to work 40 hours a week.

Working hours shall be determined by the employer in accordance with the regulations, whereby the employer has the freedom to change these working hours if the business makes it necessary or desirable.

The usual working hours of the employee are from 8:00am till 12:30pm and from 1:00pm till 4:30pm.

Employee is obliged to respond to reasonable overtime requests by the employer

Paragraph 6 Salary and Holiday allowance

The employee’s gross salary amounts to € 310.000,00 gross per annum including a holiday allowance of 8%, based on a 39-hour working week.

The holiday allowance is calculated over the period from May 1 until April 30 of each year and payment is scheduled in the month of May. In the event of a non-full service year the allowance is calculated pro rata.

Salary increases are determined at individual level by the employer. Salary and salary increase as stated in the collective agreement will not apply.

The employee is not entitled to reimbursement of overtime, in any form whatsoever.

The salary is paid monthly. Employer provides employee monthly a specified statement of salary
paid and deductions thereon.

You will be eligible to participate in the Company’s global incentive program, with a target cash bonus equal to 40% of your base salary.

You will be eligible to participate in the Company’s equity incentive program, as in effect for similarly situated management members from time to time.

The 2025 equity incentive compensation program (the “2025 Equity Plan”) consists of a combination of Restricted Stock Units (“RSUs”) and Performance Restricted Stock Units (“PRSUs”). PRSUs in the 2025 Equity Plan will be earned based on the level of achievement of the 2025 goal Adjusted EBITDA Goal.

2025 Equity Plan Award: Subject to the approval of the Compensation Committee or Omar Asali, CEO, you will be granted a one-time new hire award consisting of 5000 PRSUs and 5000 RSUs under the 2025 Equity Plan. Documentation will be provided when available. Vesting: PRSUs & RSUs granted and earned under the 2025 Equity Plan will vest as follows: 33.34% in March 2026, 33.33% in March 2027 and 33.33% in March 2028. (Specific dates to be determined by the board.)

Paragraph 7 Holiday

For each full calendar year the employee is entitled to 24 working days holiday with salary maintenance. In addition, employee is entitled to 6.5 days ATV. Employer and employee conduct consultation on the time of the holidays to enjoy. This consultation will take place at least 14 days
for the desired time of taking holiday days.

Employer will announce each year, at the beginning of each calendar year, which days are required as a compulsory holiday.

The national holidays are special paid holidays for the employee when he usually works on the holidays in question.

Paragraph 8 Illness

If an employee is unable to perform his duties due to illness, the employee will inform the employer as soon as possible, but no later than one hour after the start of the working hours..

The employee must follow the instructions of the employer or the company doctor in case of illness, and hereby agrees with the employer’s sickness procedure in force.

Employee will participate in the, for employee premium free, Corporate WIA Hiaat insurance.

Paragraph 9 Pension

Employee is obliged to insure for retirement in accordance with the guidelines of the Collective Labour Agreement for Cardboard and Flexible Packaging Companies.

Paragraph 10 Company Car / Creditcard

For the purpose of carrying out his duties, the employer makes available to the employee a car in accordance with the applicable company car regulations.

The costs incurred for lunches, dinners and hotel accommodation in connection with the
performance of your function will be reimbursed by employer on presentation of receipts. A credit card will be made available to you for this purpose.

Ranpak has a collective business travel insurance based on number of travel days.

Paragraph 11 Secondary activities

The employee will not perform honorary or non-honorary secondary activities without prior written permission from the employer.

It is not permitted for the employee to directly or indirectly engage in any company which engages in competitive and / or similar and / or related activities as the employer and / or its affiliates, or any supplier and / or licensor and / or client and / or customer and / or licensee of employer and / or its affiliates.

The employee will not accept money or other rewards from third parties in connection with his work for the employer and / or the affiliated companies.

Paragraph 12 Confidentiality and documents

Both during and after termination of employment - regardless of the manner in which and the
reasons for termination of employment - it is forbidden to in any way to third parties, directly or indirectly, in what form and in what manner to make any announcement of what is gaining
knowledge of the business and interests of and / or its affiliated companies and / or companies, its clients and other relationships, in the broadest sense of the word

In the event of suspension and termination of employment irrespective of the manner in which and the reasons for termination of employment, the employee shall at the first request of the employer return, all his company property, as well as all files, which are in any connection with the employer and / or with its affiliates and / or companies, with its clients and other relationships, in the broadest sense of the word, as well as all copies of such documents.

Infringement of this article will constitute an urgent reason for dismissal as provided for in Article 7: 678 section 2 under sub I of the Civil Code, and may give rise to a declaration by the Public Prosecutor of the commission of a crime as described in article 273 WvSr;

Paragraph 13 Patents

Employer is entitled to the patents arising from inventions, which are made by the employee during the service and for one year after the expiry of that, in the technical field on which employer is active or on which employee has been employed during his employment;

Employee shall at request during and after termination of employment, make all communications
and perform the necessary formalities to enable the employer to request and obtain the patents referred to in paragraph 1 above.

Paragraph 14 Non-Compete

During the term of the employment contract as well as one year after the end of employment - regardless of the manner in which and the reasons for termination of employment - it will not be permitted for the employee without the written permission of the employer to :

In Europe, work in any way, directly or indirectly, paid or unpaid or to be involved in any person, institution, company or company engaged in competitive, similar or related
activities as the employer or its affiliates

in any way directly or indirectly maintain business contacts with (potential) employer relationships with which the employer and / or employee has contacted in any way at the business level during the last two years prior to the end of the employment ;

employees or persons who have or have had employment with the employer and / or with
its affiliated companies and / or companies during the two-year period prior to the termination of employment, to convince to resign / or offer employment.

In the event that the preceding article will expire as a result of a legislative amendment, the parties undertake to negotiate an alternative clause in order to try to reach a new clause that can replace the existing clause

Paragraph 15 Penalty

In case of violation of one or more provisions in 11, 12, 13 and / or 14, the employee forfeits to the employer direct and without further notice or legal intervention a penalty of € 5,000.00 per offense,
to increase with € 500,00 for each day that the violation continues. The present penalty clause
leaves the employer’s right to claim damages under the law instead. The fines to be forfeited by the employee are expressly intended for the employer, with which parties have explicitly expressed their wish for a deviation from the provisions of Article 7: 650 section 3 of the Dutch Civil Code.

Payment of the fines referred to in Paragraph 56 section 1 shall not release the employee from the obligations set out in Paragraph 11, 12, 13 and 14.

Paragraph 16 Final Provisions

Deviations and additions to this agreement are valid only if they have been confirmed by the employer in writing. Employer is authorized to change the terms of employment contained in this agreement if the employer has such a weighty importance that the employee’s interest which would be adversely affected by the change should deviate from standards of reasonableness and fairness.

Employee will be available to carry out all the work that is reasonably due to his employer. This agreement is governed by Dutch law. Any dispute will be settled by the competent court in the
district of Maastricht.

Should the Inland Revenue Tax Inspection and / or the Execution Institution at any time decide that over the in this agreement mentioned fees income tax and / or social security contributions are due, then the compulsory deductions will be made and will be withheld by the employee .

Employee has stated that there are no circumstances regarding his person and health that he
should share.

The foregoing constitutes the full representation of all agreements made between parties and replaces all previously agreed commitments between the employee and the employer and / or the affiliates of the employer.

Employer has joined the Collective Labor Agreement for the Cardboard and Flexible Packaging Companies (“CAO”). In situations where this contract does not provide, the collective labor agreement serves as a guideline; as to be determined by the Managing Director.

The business regulations are an integral part of this employment contract.

By signing this employment contract, employee acknowledges receipt and application of the said Annex. Where this employment agreement or annexes do not provide, the Managing Director decides.

Thus agreed and duplicated and signed at Eygelshoven on 13 June 2025:

E. Laurensse	Paul Aram
Managing Director	Employee

EX-10.2 3 dp230855_ex1002.htm EXHIBIT 10.2

Exhibit 10.2

SETTLEMENT AGREEMENT

The undersigned

Ranpak B.V., having its registered office and principal place of business at 6471 XX Eygelshoven at the Rimburgerweg 40, validly represented for the purposes of this case by Mr. E.J.M. Laurensse as Managing Director of the Company (hereinafter referred to as “Employer”);

and

Mr. E.J.M. Laurensse, residing in 5801 KM Venray at Melchiorhof 16 (hereinafter referred to as “Employee”);

Hereinafter collectively referred to as “Parties”.

Considering

‒

The Employee has been employed by (the legal predecessor of) Employer since July 1, 2009, most recently at a gross salary of EUR 22.874,03 gross per month, to be increased with vacation allowance and other emoluments;

‒

by virtue of his position, the Employee was appointed to be a Managing Director (statutory director) of the Employer’s company by the general meeting of shareholders effective May 26, 2009;

‒

the Employer’s shareholders informed the Employee in April 2025 that they intended to dismiss him as Managing Partner (statutory director) and also to terminate the Employee’s employment contract with the Employer on the basis of business and organizational circumstances. As a result of the aforementioned circumstances, Employee’s position will cease to exist, resulting in Employee’s redundancy.

‒

it has been investigated whether a suitable position is available for the Employee within the organization, which is in line with the Employee’s education, knowledge and experience, but such a position has not proved to be available and will not become available in the near future. In view of this, the Employer cannot be required to continue the employment contract in the given situation;

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‒

Employer does not blame Employee for the situation that has arisen. Employer took the initiative to terminate the employment agreement. There is expressly no question of an urgent reason as referred to in Section 7:678 of the Dutch Civil Code;

‒

Employee opposed the proposed termination of the employment contract;

‒

Employee is fully aware of the contents of this Settlement Agreement (“the Agreement”) and its consequences. Employee was granted a reflection period during which time he also had the opportunity to seek advice and information;

‒

there is expressly no question of a termination of the employment agreement by Employer with Employee’s consent as referred to in Section 7:671 of the Civil Code;

‒

in order to terminate the dispute described above and to avoid uncertainty or disputes about their legal position, both Parties wish to bind themselves to each other to a determination of what is legally valid between them;

‒

Employee is fit for work at the time of agreement.

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And correspond as follows

End of employment contract and directorship

The parties agree that the employment contract, at the initiative of Employer, shall terminate by mutual consent effective April 1, 2026. Accordingly, the last day of employment shall be March 31, 2026 (the “Termination Date”).

Subject to the terms and conditions set forth in this Agreement, Employee shall retire as a statutory director of Employer no later than August 1, 2025. The meeting of shareholders will accept Employee’s resignation as a statutory director effective August 1, 2025 by resolution outside a meeting. The parties will further cooperate with everything that is necessary to effect the resignation as a statutory director, including but not limited to the deregistration of Employee as a statutory director of the Employer in the register of the Chamber of Commerce.

Employee will be granted general discharge by Employer as part of the corporate discharge as
a statutory director - for the entire period that he has been a statutory director. As of August 1, 2025, Employee’s duties were fully assumed, which means that he no longer carried any statutory responsibilities.

Compensation

Employer shall pay to Employee a compensation of EUR 365,665.00 gross for foregone
income, including the statutory transition compensation. Employer shall pay this compensation within one (1) month after the Termination Date under the prescribed deductions to Employee’s bank account number. The amount shall be subject to the prescribed deductions. The compensation is made up of the following amounts:

EUR 274,488.00 gross as basic severance pay (equal to one year’s salary);

EUR 40,030.00 gross in the amount of the bonus for fiscal year 2025;

EUR 51,147.00 gross as compensation for missed pension entitlements;

Employee is entitled to payment of the stock now vested as well as the restricted stock that will be released in January and March 2026, in accordance with the schedule below:

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Grant Program	Unvested PSUs/RSUs	Vesting Date
2023 Equity Program	11,909 shares	3/10/2026
2024 Equity Program	29,215 shares	3/10/2026
2025 Equity Program	10,517 shares	3/10/2026 (RSU Portion)
Retention Program	25,000 shares	1/1/2026
TOTAL	76,641 shares	3/10/2026

Upon each vest date, Employer shall process the restricted stock according to its standard processes, including for income tax purposes.

Employee is no longer bound to the Executive and Director Stock Ownership Policy of Ranpak Holdings Corp., nor any trading windows, whereby the latter exemption becomes effective when
a period of six months has elapsed after the Employee stepped down as statutory director/ managing director.

Employee declares by signing this Agreement that the compensation is the correct outcome of the intensive discussions between the Parties and that this is an appropriate arrangement regarding the termination of the employment agreement.

Continuation of working conditions

Employee will cooperate to the best of his ability in a proper transfer of his duties and responsibilities as a statutory director in consultation with Omar Asali, CEO of Employer, and Sara Horvath, Chief legal and HR officer of employer.

10.

From August 1, 2025 until the Termination Date, Employee shall perform consulting work for Employer as an EMEA Business Advisor. In this advisory role, the Employee will carry out various projects for the Employer, about which the parties will make further agreements in mutual consultation.

11.

In his new role as EMEA Business Advisor, Employee will receive a salary equal to 50% of his current gross full-time salary, including emoluments. This amounts to EUR 11,103.89 gross.

12.

As EMEA Business Advisor, Employee is available on call for projects, advice, appointments, and meetings, either online or in person, depending on where the employee is located at the time of the call. Employer is aware that Employee has a second home in Spain and will regularly stay there, and will therefore allow Employee to perform his work remotely (online) where possible. If it is necessary for Employee to be physically present at a specific location for certain appointments while staying abroad at the time of the appointment, Employer will reimburse Employee’s travel expenses and accommodation costs, if any.

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13.

In his position as EMEA Business Advisor, Employee will be allowed to keep the company car
he is currently using under the same conditions until the End Date. He can continue using his mobile, and at the end of employment he is allowed to keep his cell number and iPhone 14 Pro.

Final settlement

14.

Within one (1) month after the Termination Date, Employer will prepare and pay a final
settlement regarding the pro rata vacation allowance and the remaining balance of vacation
days, up to the Termination Date.

Incapacitated at/after end of employment contract

15.

If and insofar as the Employee leaves the employment sick or reports sick in the period of four weeks after the date of termination of the employment agreement, he will be obliged, even after the end of the employment agreement, to report sick immediately to the Employer, to comply
with a summons from a company doctor and/or labour expert engaged by the Employer to cooperate in a reintegration process or trial placement offered by the Employer and to first have the right to unemployment benefit as of the date of termination of the employment agreement determined and effectuated by the UWV before claiming sickness benefit.

Miscellaneous

16.

Employee will receive a positively redacted certificate if desired. In the attestation, Employer
will, of course, state only truthful matters. If requested, Employer will provide references about Employee in line with the attestation.

17.

If Employee has mentioned in any social media profile that he is employed by Employer, Employee shall, no later than the Termination Date, bring such mention in line with reality, i.e. remove the mention or state the date of termination of employment.

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18.

The Employee undertakes to return all property of the Employer as well as all (copies of) correspondence, drawings and other business documents (including information on electronic data carriers) to the Employer (no later than) on the End Date. The same applies to the car provided to the Employee as well as the associated keys, car papers and fuel pass, which the Employee will make available to the Employer at a location to be designated by the Employer
no later than on the End Date in good condition and without any unreported damage.

19.

Pension accrual will continue until the date of termination of the employment agreement. Settlement of the pension plan applicable to Employee will take place in accordance with the pension plan and pension legislation. As of the date of termination of the employment
agreement, participation in the applicable pension plan and insurance policies taken out for the benefit of Employee will end for Employee.

20.

Employer does not guarantee that Employee will be able to claim any benefits under social insurance legislation as a result of the termination of the employment agreement. The failure to obtain such benefit, in whole or in time, shall not affect the arrangement made by the Parties in this Agreement.

Non-competition clause

21.

Without prior written consent from Employer during the term of employment and for a period of 1 (one) year following the Termination Date, Employee shall not, directly or indirectly, establish or conduct any business in The Netherlands that is competitive with Employer’s business or the business of any affiliate of Employer with respect to any packaging or similar or related products or services; nor shall Employee, alone or with other persons, directly or indirectly, take any financial interest in or perform work, gratuitously or for remuneration, for such a business in The Netherlands.

Without prior written consent of Employer during the term of employment and for a period of 1 (one) year following the Termination Date, Employee shall:

a) refrain from performing, directly or indirectly, any work, either gratuitously or for remuneration within The Netherlands for:

i) any former or current clients (or affiliated companies) of Employer or Ranpak Corp, for which Employee performed work in any manner; ii) any companies or persons that may be considered competitors to Employer or any such clients of Employer described above;

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b) refrain from, directly or indirectly, approaching any clients of Employer described in Paragraph (a). either in his own interest or in the interests of any third party, with a view to inducing them to terminate their relations with Employer, or any affiliated company, for the benefit of any company or individual competing with Employer. Employee must refrain from any activity that might adversely affect relations between Employer, or any affiliated company, and its clients.

c) refrain from inducing employees of Employer or any affiliated company or of any of its clients to terminate their employment contracts with Employer or the affiliated company or any such client, respectively, so as to be able to compete in any manner whatsoever with Employer or any affiliated company.

22.

In the event of a violation of article 17, the Employee shall forfeit to the Employer, without
further notice of default or judicial intervention being required, an immediately due and payable penalty of EUR 15.000,00 per violation plus EUR 1.000,00 for each day that the violation continues. This penalty clause shall not affect the Employer’s right to instead claim damages under the law. Any penalties to be forfeited by the Employee are expressly intended for Employer, by which insofar as necessary the parties expressly intend to depart from the provisions of Article 7:650(3) of the Dutch Civil Code. Payment of any of the above penalties
does not release the Employee from the obligations described.

23.

In the event Employee seeks consent from Employer to pursue employment that would violate the language of this non-competition clause/relationship clause, Employer will reasonably consider the request and not unreasonably withhold consent, so long as the opportunity is not in conflict with the reasonable competition interests of Ranpak. This non-competition clause/relationship clause with accompanying penalty clause replaces the non-competition clause/relationship clause with accompanying penalty clause included in Article 12 of the employment contract. The non-competition clause/relationship clause with accompanying
penalty clause included in Article 12 of the employment contract is therefore no longer valid.

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Secrecy

24.

The duty of confidentiality imposed on Employee regarding Employer’s business matters in the broadest sense of the word shall remain in effect unchanged.

25.

The Parties will maintain strict confidentiality regarding the content and manner of formation of the arrangement set forth in this settlement agreement, as well as about any issue, cause
and/or background of or relating to the arrangement made or the termination of the employment agreement, except, of course, to the extent that the Parties are required by law to provide information.

26.

Parties will refrain from making statements that are or could in any way be harmful to (the good name of) the other party to this agreement. If desired, the parties will draw up a statement in mutual consultation regarding Employee’s departure.

Legal Assistance

27.

The Employer will reimburse the Employee’s costs of legal assistance up to a maximum of
EUR 2,000,- excluding VAT and including office expenses.

28.

Payment will be made directly to the Employee’s legal advisor within one month of receipt of an itemized invoice from the Employee’s legal advisor issued in the Employee’s name, which
invoice was submitted by the lawyer via the Employer’s e-billing system. The Employer will ensure that the Employee’s legal advisor has access to this.

Final provisions

29.

At the conclusion of this agreement, the Parties have discussed all topics relevant to them and acknowledge that there is nothing further to be settled between them. With the exception of the arrangements set forth in this settlement agreement, no other arrangements and/or agreements exist between the Parties, or at least these arrangements and/or agreements are nullified by this settlement agreement, which is intended to exhaustively regulate arrangements to come to
a termination of the employment agreement, the addendum to the employment agreement and the bonus agreement. Subject to and after execution of the provisions of this agreement, the Parties shall be fully and finally discharged vis-à-vis each other and shall have nothing more to claim from each other, neither by virtue of the employment agreement, nor by virtue of the addendum, nor by virtue of the bonus agreement, nor the execution and termination of the respective employment agreements, nor by virtue of any other reason. Provided that Employee also declares not to have any claims under, inter alia, Section 7:611 and/or Section 7:658 and/or Section 7:673 and/or the Collective Agreement for Cardboard and Flexible Packaging Business. The final discharge agreed upon by also covers all (legal) persons directly and indirectly affiliated with Employer.

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30.

The agreed full discharge is without prejudice to Employee’s obligation to comply with the non-competition and relationship clause included in this agreement, as well as his confidentiality obligation arising from the employment agreement and the penalty clause agreed upon violation of these provision(s).

31.

To the extent that any provision (or part) of this settlement agreement would be invalid, that
shall not affect the validity of the remaining provisions (or parts thereof).

32.

The parties undertake not to seek dissolution, annulment or nullification of this Agreement, on
the grounds of any breach of contract, error or other will.

33.

This arrangement as reflected in this agreement concerns a settlement agreement within the meaning of Article 7:900 of the Dutch Civil Code.

34.

Dutch law applies to this agreement.

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Thus agreed on June 30, 2025, and drawn up and signed in duplicate

at Eygelshoven	at Venray


/s/ E.J.M. Laurensse	/s/ E.J.M. Laurensse
Ranpak B.V.	E.J.M. Laurensse
Validly represented by
E.J.M. Laurensse
Managing Director Ranpak B.V.,

at Eygelshoven	at Shelton, CT


/s/ E.J.M. Laurensse	/s/ Omar Asali
Kapnar Holdings B.V.	Ranpak Corp.
Sole shareholder Ranpak B.V.,	Sole shareholder Kapnar Holdings B.V.,
validly represented by	validly represented by
E.J.M. Laurensse,	O. Asali
Managing Director Kapnar Holdings B.V.	CEO Ranpak Corp.

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EX-10.3 4 dp230855_ex1003.htm EXHIBIT 10.3

Exhibit 10.3

July 2, 2025

Antonio Grassotti

Antonio@grassotti.net

Dear Antonio,

NOTICE OF REDUNDANCY

We refer to the severance and non-competition agreement with Ranpak Pte. Ltd. (the “Company”) dated 1 November 2015 (the “Employment Agreement”) and to the discussions between yourself and Mr. Omar Asali and Ms. Sara Horvath.

We regret to inform you that the Company will be terminating your employment on the grounds of redundancy with your last day of employment being 31 July 2025 (the “Separation Date”). All of your employee benefits will cease on the Separation Date.

Due to the internal reorganisation within the Company, your current role as Managing Director, APAC with the Company will no longer be required after the Separation Date.

We appreciate that this news may be difficult. The Company is thus providing you with a longer notice period, beyond the required four (4) weeks’ notice provided for in section 10(3)(d) of the Employment Act 1968.

The following arrangements and terms will apply to your termination:

Salary and Earned Cash Bonus:

You will be paid your salary up to the Separation Date. You will also be paid your earned cash bonus for 2025, subject to the performance metrics and proration for the number of days worked in 2025. The earned cash bonus will be paid pursuant to the Company’s regular cash bonus process, which is expected to pay out the 2025 cash bonus in March 2026.

Set out at Schedule 1 to this letter are the payments that will be paid out to you on the Separation Date or within 3 working days thereafter. For the avoidance of doubt, the sum to be paid to you on the Separation Date or within 3 working days thereafter will not include salary payments which will be paid to you via the Company’s monthly payroll.

Except as provided for in this letter, there are no other sums of money contractually or legally due to you or which will become due to you following the date of this letter from the Company, including, without limitation, any sums arising out of or in connection with the Employment Agreement or arising out of or in connection with the termination of the Employment Agreement.

All payments made to you will be less such deductions as the Company will be required or permitted by law to make, including (without limitation) for tax clearance purposes.

Equity Grant Program

You will retain your right to the shares listed below vesting at the dates listed below, the continuing employment requirement being waived:

2023 Equity Program: 6,910 shares vesting on March 10, 2026

ii.

2024 Equity Program: 16,952 shares vesting on March 10, 2026

iii.

2025 Equity Program: 6,103 shares (RSU portion) vesting on March 10, 2026

iv.

Retention Program: 20,000 shares vesting on January 1, 2026

Additional Payment:

In addition, provided that you enter into the separation agreement enclosed to this letter at Schedule 2 (the “Separation Agreement”) on or before July 1, 2025, confirming (among others) that you have no further claims against the Company, and subject to the terms and conditions set out therein, the Company will pay you an additional payment (“ Additional Payment”) in the amount set out in the Separation Agreement, as consideration for the separation agreement and compensation for loss of office.

You are not obligated to enter into the Separation Agreement. In such circumstances, you will not be provided the Additional Payment.

Matters in connection with your termination:

In connection with the cessation of your employment with the Company, the Company requires you to:

(i)

submit all outstanding accounts and expense claims by July 31, 2025;

(ii)

resign from all your directorship positions in the Company and the Group without claim for compensation by executing copies of the Letter of Resignation set at out at Schedule 3, and return the same to the Company by the Separation Date; and

(iii)

deliver up and return to the Company, by July 31, 2025, all “Ranpak Property” which had been entrusted or made available to you by the Company, where the term “Ranpak Property” means all records, files, memoranda, reports, price lists, customer lists, drawings, plans, sketches, keys, codes, computer hardware and software and other property of any kind or description prepared, used or possessed by you during your employment by the Company (and any duplicates of any such Property) together with any and all information, ideas, concepts, discoveries, and inventions and the like conceived, made, developed, or acquired at any time by you individually or, with others during your employment which relate to the Company or its product or services.

Tax Clearance

All payments made to you will be less such deductions and/or withheld for tax clearance purposes as the Company will be required or permitted by law to make. You will account to the Comptroller of Income Tax for any tax payable in respect of all payments made to you upon termination. For the avoidance of doubt, you remain personally liable and responsible to pay any assessed income tax to the Inland Revenue Authority of Singapore (“IRAS”) directly. The Company reserves the right to recover any sums paid to IRAS on your behalf from you. Accordingly, all monies due to you (less any tax assessed by IRAS), shall be released to you within three (3) working days of the Separation Date, or within three (3) working days of tax clearance, whichever is later.

Return of work pass and repatriation

You shall return your work pass and dependant passes of your family (if any) to the Company within three (3) days after the Separation Date.

The Company will be providing you with a lumpsum payment of S$15,000 being the moving and travel stipend by August 31, 2025.

Post-Separation Obligations:

We take this opportunity to remind you that even though your employment with the Company will cease as of the Separation Date, your post-termination obligations under your Employment Agreement, including but not limited to your obligations in respect of post-termination restrictions (Sections 3(b), 3(d) and 3(e) of the Employment Agreement) and confidentiality (Section 3(c) of the Employment Agreement) will continue to apply, to the extent stipulated in the Separation Agreement, even after your employment with the Company has ceased.

Please keep the terms of this letter and your departure from the Company strictly confidential, and do not to disclose the same to any persons.

The Company would like to thank you for your service and wishes you the very best for your future endeavours. Should you have any queries, please feel free to contact Sara Horvath at horvath.sara@ranpak.com.

On behalf of

Ranpak

/s/ Sara Horvath

Sara Horvath

EVP, Chief Legal & HR Officer

SCHEDULE 1

Schedule of Payments

S/N	Payment	Amount (S$)
1.	2.5 days of accrued but unused annual leave	SGD 6,966.02
	Total:	SGD 6,966.02

IMPORTANT NOTE:

1.	The above payments will be subject to statutory deductions and/or contributions, where applicable.

The above figures are calculated as at the date of this letter based on a point of leaving being the Separation Date. Should your employment terminate earlier or you take some or all of your accrued but untaken annual leave, or if there are any outstanding accounts and expense claims (subject to the Company’s prevailing policies on the same), then the above figures will be recalculated based on the information at that point.

SCHEDULE 2

Separation Agreement (without prejudice and subject to contract)

DATED THE 2ND DAY OF JULY THIS SEPARATION AGREEMENT (“AGREEMENT”) is dated this July 2, 2025 and is made between:

Between

RANPAK PTE. LTD.

And

ANTONIO GRASSOTTI

SEPARATION AGREEMENT

(1)

RANPAK PTE. LTD. (UEN No. 201300173K., a company registered in Singapore and having its registered address at 456 Alexandra Road, #22-02, Fragrance Empire Building, Singapore 119962 (the "Company"); and

(2)

ANTONIO GRASSOTTI (Identification No. G3241661L) (the "Employee") (each a "Party" and collectively, the "Parties").

WHEREAS:

(A)

The Employee was employed as Managing Director, APAC by the Company pursuant to the severance and non-competition agreement dated 1 November 2015 (the “Employment Agreement”).

(B)

The Company has, by way of its letter dated July 2, 2025 (“Notice of Redundancy”) provided notice of termination to the Employee, with the Employee’s last day of employment to be 31 July 2025 (the “Separation Date”).

(C)

On a without admission of liability basis, the Company and Employee wish to effect a full and final settlement of any and all claims the Employee may have against the Company and any company within the Ranpak group of companies (each a “Group Company”, collectively, the “Group”), on the terms of this Agreement.

NOW IT IS HEREBY AGREED as follows:

1.	ADDITIONAL PAYMENT

1.1.

Subject to Clause 1.2 below, in consideration of the obligations and promises set out in this Agreement and the Employee’s compliance with the same, the Company will, on a without admission of liability basis and without prejudice basis, pay the Employee the following sums by 31 August 2025 or within 3 working days after tax clearance (if applicable), whichever is later:

1.1.1.

S$592,446 being the equivalent of 12 months’ salary; and

1.1.2.

S$146,726.60 being the sum provided in respect of the Employee’s car and housing, including the housing tax refund for 2024 and 2025.

(the "Additional Payment”), which will be paid as one lump sum.

1.2.	The payment of the Additional Payment is conditional upon the Employee: 1.2.1. Reconfirming the terms of this Agreement on the Separation Date;

1.2.2.

Complying with all the terms of this Agreement (including completing any steps for handover, as reasonably requested of him, before the Separation Date) and the Employment Agreement (including the terms of the Employee’s continuing and/or post termination obligations that are intended to survive the termination of the Employment Agreement);

1.2.3.

Notwithstanding the above, the Company and the Employee agree that the duration of the Non-competition Obligation under Section 3(e) of the Employment Agreement will be reduced to 12 months following the Termination Date other than with respect to the following competitors, for which the duration will remain 24 months: Pregis, Sealed Air, Storopack, Sprick, CMC, Packsize, Sparck, Ruilin, AirPower Packaging, Locked Air, BJT, Polycell, and Ameson.

1.2.4.

Not being found to have committed material wrongdoing in any investigation relating to any matter arising out of and/or relating to his employment in respect of matters occurring prior to the Separation Date; and

1.2.5.

The Employee not leaving the Company’s employment otherwise than in accordance with the Notice of Redundancy.

1.3.

In the event that the Employee does not satisfy the conditions set out at Clause 1.2 above, and/or breaches any of the terms of the Notice of Redundancy and/or this Agreement, and/or the Employee’s continuing and/or post termination obligations that are intended to survive the termination of the Employment Agreement, the Company will not have to pay the Employee the Additional Payment. If payment (or any part-payment) of the Additional Payment has already been made, without prejudice to any remedies which the Company has in law or in equity in respect of the breach(es), the Employee shall, on demand, immediately repay the Company the sums which have been paid to the Employee.

1.4.

The Employee acknowledges that the Additional Payment does not in any way indicate that the Employee has any viable Claims (as defined at Clause 2.3 below) against the Company and/or any Group Company, nor does the Company and/or any Group Company admit any liability to the Employee whatsoever.

2.	EMPLOYEE’S OBLIGATIONS

2.1.

The Employee agrees that he will continue to comply with those provisions / obligations that are intended to survive the termination of the Employment Agreement, including but not limited to the Employee’s obligations in respect of post-termination restrictions (Sections 3(b), 3(d) and 3(e) of the Employment Agreement) and confidentiality (Section 3(c) of the Employment Agreement) which shall remain in full force and effect, to the extent stipulated in this Agreement, as such clauses were separately set out in this Agreement.

2.2.

The Employee agrees to keep this Agreement and its contents strictly confidential, and shall take all steps to prevent the disclosure to any person or entity, the existence and terms of this Agreement, except as provided by law.

2.3.

The Employee hereby agrees to unconditionally forever discharge, waive and release any and all Claims that he may have now or in the future against the Company or any Group Company, the Company’s and the Group’s past and present affiliates, related entities, subsidiaries, associated companies, and their employees, shareholders, directors and officers (collectively the “Released Parties”). The Released Parties similarly agree to unconditionally forever discharge, waive and release any and all Claims that they may have now or in the future against the Employee, other than in connection with fraud or other misconduct by the Employee. In the context of this Agreement, “Claims” includes all claims, demands, suits, investigations, causes of action, damages, compensation (including remuneration, fees, bonus, and salary), debts, costs, verdicts and judgments of any nature, whatsoever in law (including claims pursuant to the provisions of the Employment Act 1968) or in equity, whether known or unknown, or suspected, related in any way to or arising out of the Employee’s employment with the Company and/or the termination of the Employee’s employment with the Company, but does not include any claims arising out of or in relation to this Agreement.

2.4.

The Employee agrees that he will not make or publish any statement (orally, electronically, or in writing), or instigate, assist or participate in the making or publication of any statement, which would or could adversely affect, libel, slander or disparage (whether or not such disparagement legally constitutes libel or slander) the Company or any of the other Released Parties.

2.5.

The Employee agrees that he will not, after the Separation Date, represent himself as continuing to be employed by or connected with the Company and/or any Group Company.

2.6.

The Employee agrees that he will not assign his rights or obligations in this Agreement to any third party without the prior written consent of the Company.

3.	NO DEBTS OWED BY THE COMPANY

3.1.

The Employee confirms that there are no sums of money due to him or which will become due to him following the date of this Agreement from the Company and/or any Group Company (except as provided for in this Agreement, and the Notice of Redundancy including, without limitation, any sums relating to and/or arising out of and/or in connection with him employment with the Company, and/or relating to and/or arising out of and/or in connection with the termination of his employment with the Company. The Company similarly confirms that there are no sums of money due to the Company and/or any Group Company or which will become due to it and/or them following the date of this Agreement from the Employee except as provided for in this Agreement.

4.	TAX AND DEDUCTIONS

4.1.

All payments made to the Employee under the Notice of Redundancy and this Agreement (including the Additional Payment) will be less such deductions and/or withheld for tax clearance purposes as the Company will be required by law to make if so applicable. The Employee will account to the Comptroller of Income Tax for any tax payable in respect of all payments made to the Employee upon termination (including the Additional Payment). For the avoidance of doubt, the Employee remains personally liable and responsible to pay any personal or income taxes in Singapore and elsewhere arising out of or resulting from the Notice of Redundancy, this Agreement and the Employment Agreement, including any assessed income tax to the Inland Revenue Authority of Singapore (“ IRAS”) directly. The Company reserves the right to recover any sums paid to IRAS on the Employee’s behalf from him.

4.2.

The Company may make any deductions (and recover) from any sum due from or payable by the Company to the Employee: (1) any amount as the Company may be required or permitted to make pursuant to any applicable law; and/or (2) any amount which may be due from or payable by the Employee to the Company, to the extent permitted by law.

5.	POST-EMPLOYMENT ASSISTANCE

5.1.

The Employee undertakes to, for up to 12 months after the Separation Date, upon notification in writing by the Company (which notification will be at least 2 months in advance, unless not possible, then as far in advance as possible), assist to his fullest ability with respect to any actual or threatened legal proceedings and/or investigations involving the Company and/or anyGroup Company, including but not limited to acting as a witness with respect to any legal proceedings, for which the Employee will be reimbursed all reasonable costs and will be duly compensated for his time at the market rate commensurate with the Employee’s experience and qualification.

6.	ENTIRE AGREEMENT

6.1.

This Agreement and the Notice of Redundancy constitutes the entire agreement and understanding between the Company and the Employee in respect of the matters relating to the termination of the Employee’s employment with the Company. Any previous deeds, agreements, understandings and negotiations on this subject-matter are superseded and of no effect.

6.2.

Each Party acknowledges that it has not been induced to enter into this Agreement by, or entered into this Agreement in reliance upon any representation, warranty or undertaking made by the other Party which is not expressly set out or referred to in this Agreement. Nothing in this clause shall however operate to limit or exclude liability for fraud.

7.	ILLEGALITY

7.1.

The illegality, invalidity or unenforceability of any provision of this Agreement under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.

8.	VARIATION, WAIVERS AND REMEDIES

8.1.

No variation of this Agreement (or of any of the documents referred to in this Agreement) shall be valid unless it is in writing and signed by or on behalf of each Party. The expression “variation” shall include any amendment, supplement, deletion, rescission or replacement however effected.

8.2.

Unless expressly agreed, no variation shall constitute a general waiver of any provisions of this Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this Agreement which have already accrued up to the date of variation, and the rights and obligations of the Parties under or pursuant to this Agreement shall remain in full force and effect, except and only to the extent that they are so waived.

8.3.

No failure on the part of any Party to exercise, and no delay on its part in exercising any right or remedy under this Agreement shall operate as a waiver of such right or remedy.

8.4.

Without prejudice to any other rights or remedies which the Company may have, the Employee acknowledges and agrees that damages may not be an adequate remedy for any breach by the Employee of his obligations under this Agreement.

9.	COUNTERPARTIES

9.1.

This Agreement may be executed in any number of counterparts, and this has the same effect as if the execution of the counterparts were of a single copy of this Agreement.

9.2.

Each Party may enter into this Agreement by signing any such counterpart and each counterpart may be signed and executed by the Parties and transmitted by facsimile transmission, or in Adobe Portable Document Format (“PDF”) sent by electronic mail. A facsimile or PDF signature of any Party will be deemed to be an original signature and will be valid and binding, and delivery of a facsimile or PDF signature by any Party will constitute due execution and delivery of this Agreement.

10.

NOTICES

10.1.

Any notices, demands or other communications required or permitted to be given or made in this Agreement shall be in writing and delivered personally or sent by prepaid registered post to the intended recipient thereof at its address set out below, or by email addressed to the intended recipient thereof at its email address set out below (or to such other address, or email address as any Party may from time to time notify the other Party). Any such notice, demand or communication shall be deemed to have been duly served (if given personally or made by email) immediately when left at the address required by this clause, or upon a successful transmission, or (if delivered by prepaid registered post) three (3) business days after posting. The initial addresses and email addresses of the Parties for the purposes of this Agreement are:

The Company	:	RANPAK PTE. LTD.

Address	:	456 Alexandra Road #22-02, Fragrance Empire Building Singapore 119962

Email Address	:	horvath.sara@ranpak.com

Attention	:	Sara Horvath, Chief Legal Officer

The Employee	:	ANTONIO GRASSOTTI

Address	:	21 Nathan Road, #06-01, Nathan Suites Singapore 248743

Email Address	:	Antonio@grassotti.net

11.	CONTRACT (RIGHTS OF THIRD PARTIES) ACT

11.1.

Save for the Released Parties, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce or enjoy the benefit of any term of this Agreement.

11.2.

This Agreement shall be binding on and inure for the benefit of the successors of the Parties but shall not be assignable.

1.1.

No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of, or seeks to rely on, this Agreement or any part of it.

12.	GOVERNING LAW AND JURISDICTION

12.1.

This Agreement shall be governed by, and construed in accordance with, the laws of Singapore and subject to the exclusive jurisdiction of the Singapore Courts.

** Execution Page Follows**

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

THE COMPANY
SIGNED by	)
Sara Horvath	)
Authorized Signatory	)
for and on behalf of	)
RANPAK PTE. LTD.	)

THE EMPLOYEE
SIGNED by	)
Antonio Grassotti	)

SCHEDULE 3

Letter of Resignation

Sent separately.