Exhibit
10.10


 


AMENDED AND RESTATED

EMPLOYMENT AGREEMENT


 


This AMENDED AND RESTATED EMPLOYMENT AGREEMENT is
entered into as of this 1st day of January, 2002 by and among Riverwood
International Corporation, a Delaware corporation (“Employer”),
Riverwood Holding, Inc., a Delaware corporation (“Holding”), and Stephen
M. Humphrey (“Executive”).


 


W  I
T  N  E  S  S  E  T  H :


 


WHEREAS, Employer currently employs Executive as its
President and Chief Executive Officer pursuant to an Employment Agreement,
dated as of March 27, 1997 (the “Prior Agreement”);


 


WHEREAS, Holding, Employer and Executive recognize the
importance of providing for successful succession planning for senior
management positions, including those positions held by Executive;


 


WHEREAS, Holding, Employer and Executive mutually
desire to implement certain matters to secure for Holding and Employer the
continued services of Executive; and


 


WHEREAS, Holding, Employer and Executive desire that
Executive continue to serve as, and perform the full-time duties of, President
and Chief Executive Officer through March 31, 2005, and to serve as Chairman of
the Board of Directors of Holding for two years thereafter; and


 


WHEREAS, in order to effectuate the foregoing,
Holding, Employer and Executive desire to implement certain amendments to the
Prior Agreement.


 


NOW, THEREFORE, in consideration of the promises and
mutual covenants contained herein and for other good and valuable
consideration, Employer and Executive hereby agree and the Prior Agreement is
hereby amended and restated in its entirety, as follows:


 


1.                                       Agreement
to Employ.  Upon the terms and
subject to the conditions of this Agreement, Employer hereby continues to
employ Executive, and Executive hereby accepts continued employment by
Employer.


 


2.                                         Term;
Position and Responsibilities.


 


(a)                                   Term
of Employment.  Unless Executive’s
employment shall sooner terminate pursuant to Section 7, Employer shall
employ Executive for a term commencing on the date of hereof and ending on
March 31, 2007 (the “Term”).  The
expiration of the Term shall not constitute a termination of employment by
Employer.


 

















 


The period during which Executive is employed or serves as Chairman of
the Board of Directors pursuant to this Agreement shall be referred to as the
“Employment Period”.


 


(b)                                 Position
and Responsibilities.


 


(i)  Through March 31, 2005
Executive shall continue to serve as President and Chief Executive Officer of
Employer and have such duties and responsibilities as are customarily assigned
to individuals serving in such position and such other duties consistent with
Executive’s position as the Board of Directors of Employer (“Employer’s
Board”) specifies from time to time. 
Executive shall serve as a member of the respective Boards of Directors
of Employer and Holding during the Employment Period.


 


(ii)  During the period
commencing on April 1, 2005 and ending March 31, 2007, Executive shall cease to
serve as President and Chief Executive Officer of Employer, and shall be
Chairman of the Board of Directors of Holding and of Employer and such other
affiliates thereof as may be agreed from time to time.


 


(iii)  During the portion of the
Employment Period that Executive serves as President and Chief Executive
Officer pursuant to Section 2(b)(i), Executive will devote all of his skill,
knowledge and working time (except for (A) vacation time as set
forth in Section 6(c) hereof and absence for sickness or similar disability and
(B) to the extent that it does not interfere with the performance
of Executive’s duties hereunder, (I) such reasonable time as may be
devoted to service on boards of directors and the fulfillment of civic
responsibilities and (II) reasonable time as may be necessary from time
to time for personal financial matters) to the conscientious performance of the
duties of such position or positions. 
During the portion of the Employment Period that Executive serves as
Chairman of the Board of Directors of Holding pursuant to Section 2(b)(ii)  , Executive will devote all of his skill and
knowledge to, and such portion of his working time as shall be reasonably
necessary to, the conscientious performance of his duties as such.


 


3.                                         Base
Salary.


 


(a)                                  During
the portion of the Employment Period that Executive serves as President and
Chief Executive Officer pursuant to Section 2(b)(i) , as compensation for such
services Employer will pay Executive an annual base salary of (i) $812,000
(Executive’s current base salary) for the period commencing on the date hereof
and ending on March 31, 2002, (ii) $900,000 for the period commencing
on April 1, 2002 and ending on March 31, 2003, (iii) $950,000
for the period commencing on April 1, 2003 and ending on March 31, 2004 and (iv)
$1,000,000 for the period commencing on April 1, 2004 and ending on
March 31, 2005.


 


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(b)                                 During
the portion of the Employment Period that Executive serves as Chairman of the
Board of Directors of Holding pursuant to 2(b)(ii)  as compensation for such services Executive shall be paid
director’s fees at an annual rate of $500,000 per year provided that Executive
shall be paid at an annual rate of $750,000 per year following any initial
public offering of the shares of Holding common stock, in each case in lieu of
any other fee payable to Executives in his capacity as a member of the Holding
or employer Boards.


 


(c)                                  The
annual amounts payable to Executive under this Section 3, as the same may
be increased from time to time and without regard to any reduction therefrom in
accordance with the next sentence, shall hereinafter be referred to as the “Base
Salary”.)  The Base Salary payable
under this Section 3 shall be reduced to the extent that Executive elects
to defer such Base Salary under the terms of any deferred compensation, savings
plan or other voluntary deferral that arrangement may be maintained or
established by Employer.  Employer shall
pay Executive the Base Salary in monthly installments, or in such other
installments as may be mutually agreed upon by Employer and Executive.


 


4.                                         Incentive
Compensation Arrangements.


 


(a)                                  Incentive
Compensation.


 


(i)  During the portion of the
Employment Period that Executive serves as President and Chief Executive
Officer of Employer pursuant to Section 2(b)(i)  , Executive shall participate in Employer’s incentive compensation
programs for its executive officers existing from time to time, at a level
commensurate with his position and duties with Employer, which programs shall
provide an aggregate annual target bonus of 100% of Base Salary (with a maximum
annual bonus opportunity equal to 200% of Base Salary), based on such
performance targets as may be established from time to time by Employer’s Board
or a committee thereof.


 


(ii)  During the portion of the
Employment Period that Executive serves as Chairman of the Board of Directors
of Holding and of Employer pursuant to Section 2(b)(ii)  , Executive’s incentive compensation, if
any, shall be determined from time to time by the full Board of Directors of
Holding or Employer, as the case may be.


 


(b)                                 Option
Awards.  Executive shall be granted
non-qualified stock options (the “Service Options”) to purchase up to 150,000
shares of the Class A Common Stock of Holding, par value $.01 per share (the
“Common Stock”), non-qualified stock options (the “Performance Options,”)
to purchase up to an additional 150,000 shares of Common Stock and
non-qualified stock options to purchase up to an additional 150,000 shares of
Common Stock (the “Special Performance Options”, and together with the


 


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Service Options and the Performance Options, the “Options”).  The Options shall be granted to Executive
pursuant to and in accordance with the terms of the Riverwood Holding, Inc.
2002 Management Stock Incentive Plan, have a ten year term and otherwise be
subject to the terms and conditions (which shall include those described in
this Section 4(b)) set forth in a separate Management Stock Option Agreement,
substantially in the form attached hereto as Exhibit A, to be entered into by
Executive and Holding (the “Option Agreement”).


 


(c)                                  Guarantee.  If (i) Executive remains continuously
employed with Employer or one of its Subsidiaries through the expiration of the
Term or (ii) a Change in Control occurs prior to the expiration of the
Term and (x) Executive remains continuously employed with Employer or
one of its Subsidiaries from the date hereof through the date of such Change in
Control or (y) if the CD&R Fund and, if applicable, its
Affiliates effect a sale or other disposition of all of the Common Stock then
held by the CD&R Fund and its Affiliates to one or more persons other than
any person who is an Affiliate of the CD&R Fund and thereafter, Executive’s
employment is terminated by Employer other than for cause or by Executive for
Good Reason and such Change in Control occurs within six months of the date of
such termination of employment and, in the case of both of the preceding
changes (i) and (ii), no Credit Agreement Shortfall to shall have
occurred, Executive shall be entitled to a cash payment in an amount equal to
the shortfall, of any, between (A) the aggregate realized or realizable
value of all Options (as determined by the Holdings Board), and (B)
$10,000,000 (ten million).  Such amount,
if any, shall be paid in full as soon as reasonably practicable, but in no
event later than thirty days following the expiration of the Term or the Change
in Control, whichever is applicable. 
For these purposes: 
“Affiliates,” “CD&R Fund”, and “Change in Control” shall have the
respective meanings given in the Option Agreement;  “All Options” shall mean any and all options granted to
Executives to purchase shares of Common Stock pursuant to any stock or other
similar incentive compensation plans; and “Credit Agreement Shortfall” shall
mean the failure by Employer to satisfy the minimum Financial Condition
Covenants specified for any period in Section 8.1 if the Amended and Restated
Credit Agreement, dated as of August 10, 2001, among Employer, the other
borrowers party thereto, The Chase Manhattan Bank, as administrative agent, and
the lenders party thereto from time to time, as the same may be amended from
time to time.


 


5.                                         Employee
Benefits. (a)  During the
portion of the Employment Period that Executive serves as President and Chief
Executive Officer of Employer pursuant to Section 2(b)(i)  , employee benefits, including life,
medical, dental, accidental death and dismemberment, business travel accident,
prescription drug and disability insurance, will be provided to Executive in
accordance with the programs of Employer then available to senior executive
employees, as the same may be amended and in effect from time to time (the
“Health and Welfare Benefits”). 
Executive shall also be entitled to participate in all of Employer’s
profit sharing, pension, retirement, deferred compensation and savings plans,
as the same may be amended and in effect from time to time, applicable to
senior executives of Employer.  The
benefits referred to this Section 5 shall be provided to Executive on a basis
that is commensurate with Executive’s position and duties with the Company
hereunder and that is no less favorable than that of similarly situated


 


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employees of Employer.  During
the portion of the Employment Period that Executive serves as Chairman of the
Board of Directors of Holding pursuant to Section 2(b)(ii) , Executive will
continue to be provided with Health and Welfare Benefits that are comparable to
the Health and Welfare Benefits provided to Executive prior to his becoming
Chairman on comparable terms and conditions (taking into account the after-tax
cost to Executive).


 


(b)                                 Supplemental
Retirement Benefit.  Upon
Executive’s retirement following the expiration of the Term or following a
termination of Executives services prior to the expirations of the Term by
Employer other than for Cause or by Executive for Good Reason, Employer shall
provide Executive with a supplemental retirement benefit equal to the
difference, if any, between (i) the combined benefits provided for under
the Riverwood International Employees Retirement Plan and Supplemental Pension
Plan, and (ii) such benefits calculated as if Executive had 10 years
service with Employer.  For purposes of
calculating the benefits payable pursuant to this Section 5(b), (y) the
same assumptions, elections, and other matters used in determining Executive’s
benefit under the Riverwood International Employees Retirement Plan shall
apply, and (z) only Executive’s compensation as President and Chief
Executive Officer shall be taken with account and the period duty which
Executive serves as Chairman of the Holding Board shall be disregarded.


 


6.                                         Perquisites
and Expenses.


 


(a)                                  General.  During the portion of the Employment Period
that Executive serves as President and Chief Executive Officer of Employer
pursuant to Section 2(b)(i)  , Executive
shall be entitled to participate in all special benefit or perquisite programs
generally available from time to time to senior executive officers of Employer,
on the terms and conditions then prevailing under each such program.


 


(b)                                 Business
Travel, Lodging, etc.  Employer
shall reimburse Executive for reasonable travel, lodging, meal and other
reasonable expenses incurred by him in connection with his performance of
services hereunder upon submission of evidence, satisfactory to Employer, of
the incurrence and purpose of each such expense and otherwise in accordance
with Employer’s business travel reimbursement policy applicable to senior
executives as in effect from time to time.


 


(c)                                  Vacation.  Executive shall be entitled to such vacation
as is available under the prevailing policies of Employer but not less than the
greater of five weeks of paid vacation or the number of weeks of paid vacation
per year calculated in accordance with Employer’s vacation policy applicable to
senior executives, without carry-over accumulation.


 


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7.                                         Termination
of Employment.


 


(a)                                  Termination
Due to Death or Disability.  In the
event that Executive’s employment hereunder terminates due to death or is
terminated by Employer due to Executive’s Disability (as defined below), no
termination benefits shall be payable to or in respect of Executive except as
provided in Section 7(f)(ii).  For
purposes of this Agreement, “Disability” shall mean a physical or mental
disability that prevents the performance by Executive of his duties hereunder
lasting for a continuous period of six months or longer.  The determination of Executive’s Disability
shall be made by an independent physician who is reasonably acceptable to
Employer and Executive and shall be final and binding and shall be based on
such competent medical evidence as shall be presented to it by Executive or by
any physician or group of physicians or other competent medical experts
employed by Executive and/or Employer to advise such independent physician.


 


(b)                                 Termination
by Employer for Cause.  During the
portion of the Employment Period that Executive serves as President and Chief
Executive Officer of Employer pursuant to Section 2(b)(i)  , Executive may be terminated for “Cause” by
Employer; provided, however, that Executive shall be permitted to attend a
meeting of Employer’s Board within thirty days after delivery to him of a
Notice of Termination pursuant to this Section 7(b) to explain why he should
not be terminated for Cause and, if following any such explanation by
Executive, Employer’s Board determines that Employer does not have Cause to
terminate Executive’s employment, any such prior Notice of Termination
delivered to Executive shall thereupon be withdrawn and of no further force or
effect.  “Cause” shall mean (i) the
willful failure of Executive substantially to perform his duties hereunder
(other than any such failure due to physical or mental illness) or other
willful and material breach by Executive of any of his obligations hereunder or
under the Option Agreement, after a demand for substantial performance is
delivered, and a reasonable opportunity to cure is given, to Executive by
Employer’s Board, which demand identifies the manner in which Employer’s Board
believes that Executive has not substantially performed his duties or breached
his obligations, (ii) Executive’s engaging in willful and serious
misconduct that has caused or would reasonably be expected to result in
material injury to Employer or any of its affiliates or (iii) Executive’s
conviction of, or entering a plea of nolo contendere to, a crime that
constitutes a felony.


 


(c)                                  Termination
Without Cause.  A termination
“Without Cause” shall mean a termination of employment by Employer other than
due to Disability as described in Section 7(a) or for Cause as defined in
Section 7(b) or a failure of the Executive to be elected to the Holding
Board of Directors, and to be named Chairman thereof, during the period
contemplated by Section 2(B)(ii).


 


(d)                                 Termination
by Executive.  Executive may
terminate his employment for any reason. 
A termination of employment by Executive for “Good Reason” shall mean a
termination of employment by Executive within 30 days following the occurrence
of any of the following events without Executive’s consent: (i) the


 


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assignment to Executive of duties that are significantly different from
and that result in a substantial diminution of the duties that he is to assume
on the date hereof, (ii) the failure of Employer to obtain the
assumption of this Agreement by any successor as contemplated by
Section 14, (iii) a reduction of Executive’s Base Salary, or (iv)
a material breach by Employer of any of its obligations hereunder or by Holding
under the Option Agreement or any other option agreement or incentive award
agreement granted to Executive, provided, in the case of any of clauses
(i), (iii) or (iv), Executive has delivered written notice of his intention to
terminate his employment for “Good Reason”, specifying the provisions hereof on
which Executive will rely, and Employer or Holding, as the case may be, shall
have had a reasonable opportunity to cure.


 


(e)                                  Notice
of Termination.  Any termination by
Employer pursuant to Section 7(a), 7(b) or 7(c), or by Executive pursuant
to Section 7(d), shall be communicated by a written “Notice of
Termination” addressed to the other parties to this Agreement.  A “Notice of Termination” shall mean a
notice stating that Executive’s employment with Employer has been or will be
terminated.


 


(f)                                    Payments
Upon Certain Terminations.


 


(i)  In the event of a
termination of Executive’s employment by Employer Without Cause or a
termination by Executive of his employment for Good Reason during the
Employment Period, Employer shall pay to Executive (or, following his death, to
Executive’s beneficiary) (A) his Base Salary, payable in
installments based on Employer’s regular payroll practices, for the period
beginning on the Date of Termination and ending on the earlier of (x)
the last day of the Term, and (y) the third anniversary of the Date of
Termination (the “Severance Period”) and (B) if, as of the Date of
Termination, the Company has achieved the performance objectives established
under the Company’s annual incentive compensation plan for the calendar year
that includes the Date of Termination, pro rated on the basis of the fraction
described in the immediately following clause (B)(2) hereof, an amount, payable
in one lump sum as soon as reasonably practicable following receipt by Employer
of Employer’s or Holding’s financial statements for such calendar year
(accompanied by an audit report of its accountants) through the Date of
Termination, equal to the product of (1) the amount of incentive
compensation that would have been payable to Executive for such calendar year
under the annual incentive compensation plan had he remained employed for the
entire calendar year, multiplied by (2) a fraction, the numerator of
which is equal to the number of days in such calendar year that precede the
Date of Termination and the denominator of which is equal to 365 (such product,
the “Pro Rata Bonus”), less (C) any amount paid or payable to
Executive under the terms of any severance plan or program of Holding, Employer
or any of their respective subsidiaries as in effect on the Date of
Termination; provided that Employer may, at any time, pay to Executive
in a single lump sum and in satisfaction of Employer’s obligations under
clauses (A) and (B) of this Section 7(f)(i), an


 


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amount equal
to (x) the installments of the Base Salary then remaining to be
paid to Executive pursuant to clause (A) above, and the amount, if any,
then remaining to be paid to Executive pursuant to clause (B) above, less
(y) the amount, if any, remaining to be paid to Executive pursuant
to any plan or program identified under clause (C) above.  If Executive’s employment shall terminate
and he is entitled to receive continued payments of his Base Salary under
clause (A) of this Section 7(f)(i), Employer shall (x) continue to
provide to Executive during the Severance Period the life, medical, dental,
accidental death and dismemberment and prescription drug benefits referred to
in Section 5 (the “Continued Benefits”) and (y) reimburse Executive
for expenses incurred by him for outplacement and career counseling services
provided to Executive for an aggregate amount not in excess of the lesser of (i)
$25,000 and (ii) 20% of Executive’s Base Salary.  Executive shall not have a duty to mitigate
the costs to Employer under this Section 7(f)(i), except that payments of Base
Salary and Continued Benefits shall be reduced or canceled to the extent of any
compensation, fees or comparable benefit coverage earned by (whether or not
paid currently) or offered to Executive during the Severance Period by a
subsequent employer or other entity for whom Executive performs services
including consulting services.


 


(ii)  If Executive’s employment
shall terminate upon his death or Disability or if Employer shall terminate
Executive’s employment for Cause or Executive shall terminate his employment
without Good Reason during the Employment Period, Employer shall pay Executive
his full Base Salary through the Date of Termination, plus, in the case of
termination upon Executive’s death or Disability, if the Company has achieved
the pro rated performance target for such calendar year (determined as provided
in Section 7(e)(ii)), the Pro Rata Bonus for the portion of the calendar year
preceding Executive’s Date of Termination (exclusive of any time between the
onset of a physical or mental disability that prevents the performance by
Executive of his duties hereunder and the resulting Date of Termination), plus
in the case of termination upon Executive’s death, his full Base Salary for the
remainder of the pay period in which death occurs and for one month thereafter.


 


(iii)  Any benefits payable to
Executive under any otherwise applicable plans, policies and practices of
Employer shall not be limited by this Section 7(e), other than any such
severance plan.


 


(g)                                 Date
of Termination.  As used in this
Agreement, the term “Date of Termination” shall mean (i) if
Executive’s employment is terminated by his death, the date of his death, (ii) if
Executive’s employment is terminated by Employer for Cause, the date on which
Notice of Termination is given or, if later, the date of termination specified
in such Notice, as contemplated by Section 7(e), and (iii) if
Executive’s employment is terminated by Employer Without Cause, due to
Executive’s Disability or by Executive for any reason, 30 days after the date
on which Notice of Termination is given as contemplated by Section 7(e)
or, if no such Notice is given, 30 days after the date of termination of
employment.


 


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(h)                                 Resignation
from Board Memberships.  Effective
as of any Date of Termination under this Section 7 or otherwise as of the date
of Executive’s termination of employment with Employer, Executive shall resign,
in writing, from all Board memberships then held by him on the Boards of
Holding, Employer or any of their respective subsidiaries, if so requested by
the Board of Directors of Holding.


 


8.                                         Unauthorized
Disclosure.  During the period of
Executive’s employment with Employer and the ten year period following any
termination of such employment, without the prior written consent of Employer’s
Board or its authorized representative, except to the extent required by an
order of a court having apparent jurisdiction or under subpoena from an
appropriate government agency, in which event, Executive will use his best
efforts to consult with Employer’s Board prior to responding to any such order
or subpoena, and except as required in the performance of his duties hereunder,
Executive shall not disclose any confidential or proprietary trade secrets,
customer lists, drawings, designs, information regarding product development,
marketing plans, sales plans, manufacturing plans, management organization
information (including data and other information relating to members of
Employer’s Board, the Board of Directors of Holding and management of Employer
or Holding), operating policies or manuals, business plans, financial records,
packaging design or other financial, commercial, business or technical
information relating to  Holding,
Employer or any of their respective subsidiaries or affiliates that Holding,
Employer or any of their respective subsidiaries or affiliates may receive
belonging to suppliers, customers or others who do business with Holding,
Employer or any of their respective subsidiaries or affiliates (collectively,
“Confidential Information”) to any third person unless such Confidential
Information has been previously disclosed to the public or is in the public
domain (other than by reason of Executive’s breach of this Section 8).


 


9.                                         Non-Competition.  During the period of Executive’s employment
and, following any termination thereof, the period ending on the later of (i)
the first anniversary of the Date of Termination and (ii) the last day
of the Severance Period, Executive shall not, directly or indirectly, engage in
business with, serve as an agent or consultant to, become a partner, member,
principal or stockholder (other than a holder of less than 1% of the
outstanding voting shares of any publicly held company) of or become employed
in an executive capacity by, any person, firm or other entity that competes or
has a reasonable potential for competing anywhere in the United States or
Europe with any part of the business of Holding, Employer or any of their
respective subsidiaries that relates to producing, marketing, manufacturing,
designing or installing packaging or paper products, machines or related
materials.  Whether any such person,
firm or entity so competes or so has a reasonable potential for competing shall
be determined in good faith by Employer’s Board.  For purposes of this Section 9, the phrase employment “in an
executive capacity” shall mean employment in any position in connection with
which Executive has or reasonably would be viewed as having powers and
authorities with respect to any other person, firm or other entity or any part
of the business thereof that are substantially similar, with respect thereto,
to the powers and authorities assigned to the President and Chief Executive
Officer of Employer in the By-Laws of Employer as in effect on the date hereof,
a copy of the relevant portions of which


 


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has been delivered to and reviewed by Executive in connection with the
Prior Agreement..


 


10.                                   Non-Solicitation
of Employees.  During the period of
Executive’s employment and, following any termination thereof, the period
ending on the third anniversary of the Date of Termination (such periods
collectively, the “Restriction Period”), Executive shall not, directly or
indirectly, for his own account or for the account of any other person or
entity with which he is or shall become associated in any capacity, (a) solicit
for employment, employ or otherwise interfere with the relationship of Holding,
Employer or any of their respective subsidiaries with, any person who at any
time during the six months preceding such solicitation, employment or
interference is or was employed by or otherwise engaged to perform services for
Holding, Employer or any of their respective subsidiaries, other than any such
solicitation or employment during Executive’s employment with Holding and
Employer on behalf of Holding, Employer or any of their respective
subsidiaries, or (b) induce any employee of Holding, Employer or
any of their respective subsidiaries who is a member of management to engage in
any activity which Executive is prohibited from engaging in under any of
Sections 8, 9, 10 or 11 hereof or to terminate his employment with
Employer.


 


11.                                   Non-Solicitation
of Customers.  During the
Restriction Period, Executive shall not, directly or indirectly, solicit or
otherwise attempt to establish for himself or any other person, firm or entity
anywhere in the United States or Europe any business relationship of a nature
that is competitive with the business or relationship of Holding, Employer or
any of their respective subsidiaries with any person, firm or corporation which
was a customer, client or distributor of Holding, Employer or any of their
respective subsidiaries at any time during the Employment Period (in the case
of any such activity during the Employment Period) or during the twelve-month
period preceding the date of Executive’s termination of employment with
Holding, Employer and their respective subsidiaries, other than any such
solicitation during Executive’s employment with Holding or Employer on behalf
of Holding, Employer or any of their respective subsidiaries.


 


12.                                   Return
of Documents.  In the event of the
termination of Executive’s employment for any reason, Executive will deliver to
Employer all of Holding’s, Employer’s or any of their respective subsidiaries’
property and Holding’s, Employer’s or any of their respective, subsidiaries’
non-personal documents and data of any nature and in whatever medium pertaining
to Executive’s employment with Holding, Employer or any of their respective
subsidiaries, and he will not take with him any such property, documents or
data of any description or any reproduction thereof, or any documents
containing or pertaining to any Confidential Information.  Whether documents or data are “personal” or
“non-personal” shall be determined as follows: 
Executive shall present any documents or data that he wishes to take
with him to the chief legal officer of Employer for his review.  The chief legal officer shall make an
initial determination whether any such documents or data are personal or non-personal,
and with respect to such documents or data that he determines to be
non-personal, shall notify Executive either that such documents or data must be
retained by Employer or that Employer must make and retain a copy thereof
before Executive takes such documents or data with him.  Any disputes as


 


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to the personal or non-personal nature of any such documents or data
shall first be presented to the Chairman of Employer’s Board or to another
representative designated by Employer’s Board (such Chairman or representative,
the “Chairman”), and if such disputes are not promptly resolved by Executive
and the Chairman, such disputes shall be resolved through arbitration pursuant
to Section 17(b).


 


13.                                   Certain
Understandings, Injunctive Relief with Respect to Covenants.  (a) 
Executive acknowledges and agrees that the covenants, obligations and
agreements of Executive with respect to noncompetition, nonsolicitation,
confidentiality and Employer property relate to special, unique and
extraordinary matters and that a violation of any of the terms of such
covenants, obligations or agreements will cause Employer irreparable injury for
which adequate remedies are not available at law.  Therefore, Executive agrees that Employer shall be entitled to an
injunction, restraining order or such other equitable relief (without the
requirement to post bond) as a court of competent jurisdiction may deem
necessary or appropriate to restrain Executive from committing any violation of
the covenants, obligations or agreements referred to in this
Section 13.  These injunctive
remedies are cumulative and in addition to any other rights and remedies
Employer may have.  If Employer does not
substantially prevail in obtaining the injunctive relief it seeks, Employer
shall reimburse the Executive for any legal expenses incurred by him in
defending against the imposition of such injunctive relief.  Employer, Holding and Executive hereby
irrevocably submit to the exclusive jurisdiction of the courts of the State of
New York and the Federal courts of the United States of America, in each
case located in New York City, in respect of the injunctive remedies
set forth in this Section 13 and the interpretation and enforcement of
Sections 8, 9, 10, 11, 12 and 13 insofar as such interpretation and
enforcement relate to any request or application for injunctive relief in
accordance with the provisions of this Section 13, and the parties hereto
hereby irrevocably agree that (i) the sole and exclusive
appropriate venue for any suit or proceeding relating solely to such injunctive
relief shall be in such a court, (ii) all claims with respect
to any request or application for such injunctive relief shall be heard and
determined exclusively in such a court, (iii) any such court
shall have exclusive jurisdiction over the person of such parties and over the
subject matter of any dispute relating to any request or application for such
injunctive relief and (iv) each hereby waives any and all
objections and defenses based on forum, venue or personal or subject matter
jurisdiction as they may relate to an application for such injunctive relief in
a suit or proceeding brought before such a court in accordance with
the provisions of this Section 13. 
All disputes not relating to any request or application for injunctive
relief in accordance with this Section 13 shall be resolved by arbitration
as contemplated by Section 17(b).


 


(b)                                 Employer,
Holding and Executive each agree that Executive has had and will have a prominent
role in the management of the business, and the development of the goodwill, of
Holding and its subsidiaries and has had and will establish and develop
relations and contacts with the principal customers and suppliers of Holding
and its subsidiaries in the United States and the rest of the world, all of
which constitute valuable goodwill of, and could be used by Executive to
compete unfairly with, the Holding and its subsidiaries;


 


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(c)                                  (i)
in the course of his employment with Employer, Executive has obtained and will
obtain confidential information and trade secrets concerning the worldwide
business and operations of Holding and the Subsidiaries that could be used to
compete unfairly with Holding and the Subsidiaries; (ii) the covenants
and restrictions contained in Sections 8 through 13, inclusive, are intended to
protect the legitimate interests of Employer and Holding to protect their
respective goodwill, trade secrets and other confidential information and (iii)
Executive desires to agree to be bound by such covenants and restrictions and
to enter into the Agreement;


 


14.                                   Assumption
of Agreement.  Employer will require
any successor (by purchase, merger, consolidation or otherwise) to all or substantially
all of the business and/or assets of Employer, by agreement in form and
substance reasonably satisfactory to Executive, to expressly assume and agree
to perform this Agreement in the same manner and to the same extent that
Employer would be required to perform it if no such succession had taken
place.  Failure of Employer to obtain
such agreement prior to the effectiveness of any such succession shall be a
breach of this Agreement and shall entitle Executive to compensation from
Employer in the same amount and on the same terms as Executive would be
entitled hereunder if Employer terminated his employment Without Cause as
contemplated by Section 7, except that for purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination.


 


15.                                   Entire
Agreement.  This Agreement
(including the Exhibit hereto) constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof, and all promises,
representations, understandings, arrangements. 
All prior correspondence and proposals (including summaries of proposed
terms) and all prior promises, representations, understandings, arrangements
and agreements relating to such subject matter (including but not limited to
those made to or with Executive by any other person or entity) are merged
herein and superseded hereby.


 


16.                                   Indemnification.  Employer agrees that it shall indemnify and
hold harmless Executive to the fullest extent permitted by Delaware law from
and against any and all liabilities, costs, claims and expenses including
without limitation all costs and expenses incurred in defense of litigation,
including attorneys’ fees, arising out of the employment of Executive
hereunder, except to the extent arising out of or based upon the gross
negligence or willful misconduct of Executive. 
Costs and expenses incurred by Executive in defense of litigation,
including attorneys’ fees, shall be paid by Employer in advance of the final
disposition of such litigation upon receipt of an undertaking adequate under
Delaware law made by or on behalf of Executive to repay such amount if it shall
ultimately be determined that Executive is not entitled to be indemnified by
Employer under this Agreement.


 


17.                                   Miscellaneous.


 


(a)                                  Binding
Effect; Assignment.  This Agreement
shall be binding on and inure to the benefit of Employer and its successors and
permitted assigns.  This


 


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Agreement shall also be binding on and inure to the benefit of
Executive and his heirs, executors, administrators and legal
representatives.  This Agreement shall
not be assignable by any party hereto without the prior written consent of the
other parties hereto, except pursuant to this Section 17(a) as hereinafter
provided.  Each of Holding and Employer
may effect such an assignment without prior written approval of Executive upon
the transfer of all or substantially all of its business and/or assets (whether
by purchase, merger, consolidation or otherwise), provided that the
successor to such business and/or assets shall expressly assume and agree to
perform this Agreement in accordance with the provisions of Section 14.


 


(b)                                 Arbitration.  Any dispute or controversy arising under or
in connection with this Agreement (except in connection with any request or
application for injunctive relief in accordance with Section 13) shall be
resolved by binding arbitration.  The
arbitration shall be held in the city of Atlanta, Georgia and except to the
extent inconsistent with this Agreement, shall be conducted in accordance with
the Commercial Arbitration Rules of the American Arbitration Association then
in effect at the time of the arbitration, and otherwise in accordance with
principles which would be applied by a court of law or equity.  The arbitrator shall be acceptable to both
Employer and Executive.  If the parties
cannot agree on an acceptable arbitrator, the dispute shall be heard by a panel
of three arbitrators, one appointed by Employer, one appointed by Executive,
and the third appointed by the other two arbitrators.  All expenses of arbitration shall be borne by the party who
incurs the expense, or, in the case of joint expenses, by both parties in equal
portions, except that, in the event Executive prevails on the principal issues
of such dispute or controversy, all such expenses shall be borne by the
Employer.


 


(c)                                  Governing
Law.  This Agreement shall be
governed by and constructed in accordance with the laws of the State of New
York without reference to principles of conflict of laws.


 


(d)                                 Taxes.  Employer may withhold from any payments made
under this Agreement all federal, state, city or other applicable taxes as
shall be required by law.


 


(e)                                  Amendments.  No provision of this Agreement may be
modified, waived or discharged unless such modification, waiver or discharge is
approved by Employer’s Board or a person authorized thereby and is agreed to in
writing by Executive and, in the case of any such modification, waiver or
discharge effecting the rights or obligations of Holding, is approved by the
Board of Directors of Holding or such officer of Holding as may be specifically
designated for such purpose by such Board of Directors.  No waiver by any party hereto at any time of
any breach by any other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at
any prior or subsequent time.  No waiver
of any provision of this Agreement shall be implied from any course of dealing
between or


 


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among the parties hereto or from any failure by any party hereto to
assert its rights hereunder on any occasion or series of occasions.


 


(f)                                    Severability.  In the event that any one or more of the
provisions of this Agreement shall be or become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected thereby.


 


(g)                                 Notices.  Any notice or other communication required
or permitted to be delivered under this Agreement shall be (i) in
writing, (ii) delivered personally, by courier service or by
certified or registered mail, first-class postage prepaid and return receipt
requested, (iii) deemed to have been received on the date of
delivery or on the third business day after the mailing thereof, provided
that the party giving such notice or communication shall have attempted to telephone
the party or parties to which notice is being given during regular business
hours on or before the day such notice or communication is being sent, to
advise such party or parties that such notice is being sent, and (iv) addressed
as follows (or to such other address as the party entitled to notice shall
hereafter designate in accordance with the terms hereof):


 


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(A)                              if
to Employer or Holding, to it at:


 


Riverwood International Corporation


3350 Riverwood Parkway S.E.


Suite 1400


Atlanta, Georgia 30339


Attention:  General Counsel


 


(B)                                if
to Executive, to him at his last known address on the books and records of the
Company.


 


Copies of any notices or other communications given under this
Agreement shall also be given to:


 


Clayton, Dubilier & Rice, Inc.


375 Park Avenue


New York, New York 10152


Attention:  Mr. Kevin J. Conway


 


and


 


Debevoise & Plimpton


875 Third Avenue


New York, New York 10022


Attention:  Franci J. Blassberg, Esq.


 


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(h)                                 Survival.  Sections 8, 9, 10, 11, 12, 13, 14, 15,
16, 17, and, if Executive’s employment terminates in a manner giving rise to a
payment under Section 7(f), Section 7(f), shall survive the
termination of the employment of Executive hereunder.


 


(i)                                     No
Conflicts.  Executive, Employer and
Holding each represent that they are entering into this Agreement voluntarily
and that Executive’s employment hereunder and each party’s compliance with the
terms and conditions of this Agreement will not conflict with or result in the
breach by such party of any agreement to which it is a party or by which it may
be bound.


 


(j)                                     Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.


 


(k)                                  Headings.  The section and other headings contained in
this Agreement are for the convenience of the parties only and are not intended
to be a part hereof or to affect the meaning or interpretation hereof.


 


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IN WITNESS WHEREOF, Employer and Holding have duly
executed this Agreement by their authorized representatives and Executive has
hereunto set his hand, in each case effective as of the date first above
written.


 


	
   

  	
  RIVERWOOD INTERNATIONAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RIVERWOOD HOLDING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Executive:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Stephen M. Humphrey

  
					



 


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