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EXHIBIT 10.19
  EXECUTION COPY 


 
 

SECOND AMENDED AND RESTATED
  EMPLOYMENT AGREEMENT    
  



        This AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into as of this March 25, 2003, 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 Amended and Restated Employment Agreement, dated as of January 1, 2002
(the "Prior Agreement"); 


        WHEREAS,
Holding is entering into a Merger Agreement, dated as of the date hereof, with Golden Corporation (the "Merger Agreement"); 


        WHEREAS,
Holding, Employer and Executive desire to amend the Prior Agreement, to become effective on the "Effective Date" (as defined in the Merger 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.    Effective as of the "Effective Date" (as defined in the Merger Agreement), 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 pursuant to this Agreement shall be referred to as the "Employment Period". 



        (b)    Position and Responsibilities.    



          (i)  During
the Employment Period, Executive shall continue to serve as President and Chief Executive Officer of Employer and Holding and have such duties and
responsibilities as are customarily assigned to individuals serving in such position including, but not limited to, supervising, coordinating and managing (x) Holding's Newco's and its
subsidiaries' business, operations, activities, operating expenses and capital allocation, and (y) matters relating to officers and employees, (including, but not limited to, hiring,
terminating, changing positions and allocating responsibilities of such officers and employees). Executive shall be the senior-most executive officer of Holding and all officers will
report directly or indirectly to the Executive (it being understood that the Executive Chairman of the Board of Directors shall not report to the Executive). The Executive shall consult with the
Executive Chairman of the Board of Directors of Holding prior to presenting to the Board of Directors of Holding for its approval (A) any
significant strategic decision or (B) a decision as to the hiring, termination, promotion, assignment of duties, compensation or other similar
items with respect to any similar item with respect to any executive who will report directly to the Executive. During the Employment Period, Executive shall be a member of the Board of Directors of
Holding and of Employer. 


        (ii)  During
the Employment Period, 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. 




        3.    Base Salary.    


        (a)
During the Employment Period, Employer will pay Executive an annual base salary of $950,000 for the period commencing on April 1, 2003 and ending on March 31, 2004 and
$1,000,000 for the period commencing on April 1, 2004. 


        (b)
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.    During the Employment Period, 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. 


        (b)    Certain Equity-Related Matters.    



          (i)  As
of the Effective Date, the vesting provision of the "Special Performance Options" granted under the Management Stock Option Agreement, dated as of January 1,
2002, between Executive and Holding (the "MSOA") set forth in Section 3(c) thereof, shall be amended so that one-third of such
options are vested as of the Effective Date, one-third shall vest on the second anniversary of the Effective Date and one-third shall vest on the third anniversary of the
Effective Date, in each case subject to Executive's continued employment through such date. The awards contemplated by this paragraph will otherwise have the same terms and conditions regarding
acceleration of vesting as provided in the MSOA. 


        (ii)  Of
the unvested "performance options" that have previously been granted to Executive under any Holding stock incentive plan, 75,000 will be exchanged, as of the
Effective Date, for 15,000 new stock
options and 22,500 restricted units (those options with the shortest remaining original term being so exchanged first). Such stock options will have an exercise price of $100 per share (appropriately
adjusted to reflect any stock split). Such stock options and restricted units will generally vest based on continued employment in 3 equal annual installments, commencing on the first anniversary of
the Effective Date. The remaining unvested performance options shall, effective as of the Effective Date vest in the same manner as provided in the preceding sentence. The awards contemplated by this
paragraph will otherwise have the same terms and conditions regarding acceleration of vesting as provided in the MSOA. 




        5.    Employee Benefits.    (a) During the Employment Period,
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 


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(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 employees of Employer. 


        (b)    Supplemental Retirement Benefit.    Upon Executive's retirement following the expiration of the Term or
following a termination of Executive's services prior to the expiration 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. 


        6.    Perquisites and Expenses.    


        (a)    General.    During the Employment Period, 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. 


        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 Employment Period, 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 


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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. 



        (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 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 that, 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 



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Employer's obligations under clauses (A) and (B) of this Section 7(f)(i), an 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. 


        (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 


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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 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 


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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 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). 


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        (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; 



        (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 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. 


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        (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 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): 




	(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. 




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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. 






        (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:	
 	

/s/ Edward W. Stroetz, Jr.
 Name: Edward W. Stroetz, Jr.

Title: Secretary
	

 	
 	

RIVERWOOD HOLDING, INC.
	

 	
 	

By:	
 	

/s/ Edward W. Stroetz, Jr.
 Name: Edward W. Stroetz, Jr.

Title: Secretary
	

 	
 	

Executive:
	

 	
 	

/s/ Stephen M. Humphrey
 Stephen M. Humphrey




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SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT