Exhibit 10.22


 


AMENDMENT TO EMPLOYMENT AGREEMENT


 


This AMENDMENT, dated as of March 18, 2003, is entered
into by and between Riverwood Holding, Inc., a Delaware Corporation (“Holding”),
Riverwood International Corporation, a Delaware corporation (“Employer”)
and Steven D. Saucier (“Executive”).


 


W  I
T  N  E  S  S  E  T  H:


 


WHEREAS, the Executive, Holding and the Employer are
parties to an Employment Agreement, as amended, dated as of November 1,
1998 (“Employment Agreement”);


 


WHEREAS, the Executive, Holding and the Employer wish
to amend certain the provision of the Employment Agreement addressing
Executive’s commitment to purchase shares of common stock, par value $.01, per
share, of Holding.


 


NOW, THEREFORE, the Executive, Holding and the
Employer, for good and valid consideration, agree as follows:


 


1.  Amendment
to Section 4(b)(ii).  Section
4(b)(ii) of the Employment Agreement is hereby amended and restated in its
entirety to read as follows:


 


“(ii)                       On the date
the Company pays its annual bonus for each of 1999 and 2000, Executive shall,
and hereby agrees to, apply  the lesser
of (A) the after-tax proceeds paid to him of such annual bonus payment
less an amount sufficient to cover any income or employment tax consequences of
his purchase of the Shares pursuant to this paragraph in the event his purchase
price is less than the fair market value of the Shares at the time of purchase
(such tax calculations to be determined by an accountant or other advisor to
the Executive and as if Executive is subject to the highest marginal income tax
rates for federal, state and local tax purposes that are applicable to
Executive at such time (and taking into account the deductibility of state and
local income taxes for federal income tax purposes), and including, FICA/FUTA and
all other similar taxes and (B) the aggregate purchase price of such
shares of his Equity Commitment that remains unpurchased, to the purchase of
any shares of his Equity Commitment that he has not previously purchased.  If Executive’s employment terminates for any
reason prior to his satisfaction of his entire Equity Commitment, any remaining
Equity Commitment shall be cancelled.”


 

















 


2.  Amendment
to Section 4(c).  Section 4(c) of
the Employment Agreement is amended by adding the following sentence to the
Section:


 


“Should Executive fail to purchase all of the shares
committed to pursuant to Section 4(b), the Service Options and Performance
Options granted shall be calculated using the number of shares committed, not
the number of shares actually purchased.”


 


3.  Miscellaneous.  Except as expressly amended hereby, all of
the terms and provisions of the Employment Agreement are hereby reaffirmed and
remain in full force and effect.  The
words “this Agreement,” “hereof,” “herein,” “hereby” and words of similar
import when used in the Employment Agreement shall refer to the Employment
Agreement as amended hereby.  This
Amendment shall be governed by and construed in accordance with the laws of the
State of New York without reference to principles of conflict of laws.  The section and other headings contained in
this Amendment are for reference purposes and shall not affect the meaning or
interpretation of this Amendment.  This
Amendment may be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which together shall constitute one and the
same instrument.


 


IN WITNESS WHEREOF, the Employer, Holding and the
Executive have executed this Agreement as of the date first above written.


 


	
   

  	
  RIVERWOOD INTERNATIONAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  RIVERWOOD HOLDING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Steven D. Saucier

  



 


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