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EXHIBIT 10.15  


 
 

2003 Riverwood Holding, Inc.
  Long-Term Incentive Plan    
  


 
 

ARTICLE I
  PURPOSES    
  


        The purposes of the 2003 Riverwood Holding, Inc. Long-Term Incentive Plan (the "Plan") are to foster and promote the long-term
financial success of the Company and materially increase shareholder value by (a) motivating superior performance by means of performance-related incentives, (b) encouraging and
providing for the acquisition of an ownership interest in the Company by its employees and (c) enabling the Company to attract and retain the services of outstanding employees upon whose
judgment, interest and special effort the successful conduct of its operations is largely dependent. 


 
 

ARTICLE II
  DEFINITIONS    
  


        2.1    Certain Definitions.    Capitalized terms used herein without definition shall have the respective meanings set
forth below: 



        "Act" means the Securities Exchange Act of 1934, as amended. 



        "Adjustment Event" means any stock dividend, stock split, share combination, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares or other similar event affecting the Common Stock of the Company. 


        "Affiliate" means, with respect to any person, any other person controlled by, controlling or under common control with such person. 


        "Alternative Award" has the meaning given in Section 10.2. 



        "Award" means any Option, Restricted Stock, Restricted Unit, Stock Appreciation Right, Incentive Stock, Incentive Unit, Deferred Share,
Supplemental Unit granted under the Plan or any combination thereof, including Awards combining two or more types of Awards in a single grant. 


        "Board" means the Board of Directors of the Company. 


        "Cause" means any of: (a) the willful failure of the Participant to perform substantially his employment-related duties;
(b) the Participant's willful or serious misconduct that has caused or could reasonably be expected to result in material injury to the business or reputation of the Company or any Subsidiary;
(c) the Participant's conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony; or (d) the breach
by the Participant of any written covenant or agreement with the Company or any Subsidiary or of any material written Company policy; provided that, with respect to any Participant who is party to an
employment or individual severance agreement with the Company, "Cause" shall have the meaning, if any, specified in such agreement. The determination as to whether "Cause" has occurred shall be made
by the Committee. The Committee shall also have the authority to waive the consequences under the Plan of the existence or occurrence of any of the events, acts or omissions constituting "Cause." 


        "CD&R Fund" means the Clayton, Dubilier & Rice Fund V Limited Partnership, a Cayman Islands exempted limited partnership, and any
successor investment vehicle managed by Clayton, Dubilier & Rice, Inc. 


        "Change in Control" means the first occurrence of any of the following events: 



        (a)  the
members of the Board at the beginning of any consecutive twenty-four calendar month period (the "Incumbent
Directors") cease for any reason other than due to death to constitute at least a majority of the members of the Board, provided that any director whose election, or nomination
for election by the Company's stockholders, was approved by a vote of 







 



at least a majority of the members of the Board then still in office who were members of the Board at the beginning of such twenty-four calendar month period other than as a result of a
proxy contest, or any agreement arising out of an actual or threatened proxy contest, shall be treated as an Incumbent Director; or 


        (b)  the
acquisition by any person, entity or "group" (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended), other than the Company, the
Subsidiaries, any employee benefit plan of the Company or the Subsidiaries, the CD&R Fund, any Investor or any Affiliate of the CD&R Fund or of an Investor, of 50% or more of the combined voting power
of the Company's then outstanding voting securities; 


        (c)  the
merger or consolidation of the Company, as a result of which persons who were stockholders of the Company, immediately prior to such merger or consolidation, do not,
immediately thereafter, own, directly or indirectly, more than 50% of the combined voting power entitled to vote generally in the election of directors of the merged or consolidated company; 


        (d)  the
liquidation or dissolution of the Company other than a liquidation into the Company or into any Subsidiary; and 


        (e)  the
sale, transfer or other disposition of all or substantially all of the assets of the Company to one or more persons or entities that are not, immediately prior to
such sale, transfer or other disposition, Affiliates of the Company, the CD&R Fund or any Investor. 





Notwithstanding
the foregoing, a "Change in Control" shall not be deemed to occur in the event the Company files for bankruptcy, liquidation or reorganization under the United States Bankruptcy Code. 



        "Change in Control Price" means the price per Share offered in conjunction with any transaction resulting in a Change in Control on a
fully-diluted basis (as determined in good faith by the Committee as constituted before the Change in Control, if any part of the offered price is payable other than in cash) or, in the case of a
Change in Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of a Share on any of the 30 trading days immediately preceding the date on which
a Change in Control occurs. 


        "Code" means the Internal Revenue Code of 1986, as amended, and the regulations thereunder. 


        "Committee" means the Compensation Committee of the Board, or when section 162(m) of the Code or Rule 16b promulgated under
the Act would require action to be taken by a committee of "outside directors" or "Non-Employee Directors," as the case may be, the "Committee" shall be deemed to refer to a subcommittee
of the Compensation Committee that consist of two or more members meeting such requirements, or the full Board in the absence of such a subcommittee. 


        "Common Stock" means the common stock of the Company, par value $0.01 per share. 


        "Company" means Riverwood Holding, Inc., a Delaware corporation, and any successor thereto. 



        "Deferred Amount" has the meaning given in Section 9.1. 


        "Deferred Share" means the deferred share units that confer upon a Participant the right to receive shares of Common Stock at the end of a
specified deferral period as set forth in Article IX. 


        "Disability" means, unless otherwise provided in an Award, a physical or mental disability or infirmity that prevents or is reasonably
expected to prevent the performance of a Participant's employment-related duties for a period of six months or longer and within 30 days after the Company notifies the Participant in writing
that it intends to replace him, the Participant shall not have returned to the performance of his employment-related duties on a full-time basis. The 



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Board's reasoned and good faith judgment of Disability shall be final, binding and conclusive and shall be based on such competent medical evidence as shall be presented to it by such Participant
and/or by any physician or group of physicians or other competent medical expert employed by the Participant or the Company to advise the Board;  provided that, with respect to any Participant who is a
party to an employment or individual severance agreement with the Company, "Disability" shall
have the meaning, if any, assigned in such agreement to such term or to a similar term such as "Permanent Disability" or "Permanently Disabled". 


        "Dividend Equivalents" means dividends paid by the Company with respect to Shares corresponding to Awards awarded under the Plan. 


        "Employee" means any officer or employee of the Company or any Subsidiary. 


        "Fair Market Value" means, as of any date of determination, the closing price of a Share on the New York Stock Exchange (or on such other
recognized market or quotation system on which the trading prices of Common Stock are traded or quoted at the relevant time). In the event that there are no Common Stock transactions reported on such
exchange or system on such date, Fair Market Value shall mean the closing price of a Share on the immediately preceding day on which Common Stock transactions were so reported. 


        "Incentive Stock" shall mean an award of Common Stock that is forfeitable until the achievement of specified Performance Criteria as
provided for in Section 7.1. 


        "Incentive Unit" shall mean a contractual right to receive Common Stock (or cash based on the Fair Market Value of Common Stock) until the
achievement of specified Performance Criteria as provided for in Section 7.1. 


        "Investors" means any of the investors who purchased shares of common stock of the Company concurrently with the consummation of the
merger contemplated by the Agreement and Plan of Merger, dated as of October 25, 1995, among CDRO Acquisition Corporation, an indirect, wholly owned subsidiary of the Company, RIC
Holding, Inc. a wholly owned subsidiary of the Company, and Riverwood International Corporation. 


        "ISOs" has the meaning given in Section 5.1. 


        "Normal Retirement" means a termination of the Participant's employment under circumstances that the Committee determines as qualifying as
retirement at normal retirement age for purposes of the Plan and not inconsistent with the treatment of the Participant under other Company plans. 


        "NSOs" has the meaning given in Section 5.1. 


        "Option" means the right to purchase Common Stock at a stated price for a specified period of time. 


        "Participant" means any director, Employee, or prospective Employee of, or any consultant or advisor to, the Company designated by the
Committee to receive an Award under the Plan. 


        "Performance Period" means each calendar year or multi-year cycle as determined by the Committee. 


        "Performance Restriction" has the meaning given in Section 7.2(a). 


        "Period of Restriction" means the period during which a Restricted Stock or Restricted Unit is subject to forfeiture. 


        "Permitted Transferees" has the meaning given in Section 13.1. 



        "Plan" means this 2002 Riverwood Holding, Inc. Long-Term Incentive Plan, as the same may be amended from time to time. 



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        "Prior Plans" means the Riverwood Holding, Inc. Stock Incentive Plan, the Riverwood Holding, Inc. Supplemental
Long-Term Incentive Plan and the Riverwood Holding, Inc. 2002 Stock Incentive Plan. 



        "Qualifying Termination of Employment" means a termination of a Participant's employment with the Company or any of its Subsidiaries by
reason of the Participant's death, Disability, early retirement with the consent of the Committee or Normal Retirement. 


        "Restricted Stock" means an award of Common Stock made pursuant to Section 6.1 that is forfeitable by the Participant until the
completion of a specified period of future service or until otherwise determined by the Committee or in accordance with the terms of the Plan. 



        "Restricted Unit" means a contractual right to receive Common Stock, or cash based on the Fair Market Value of Common Stock, made pursuant
to Section 6.1 that is forfeitable by the Participant until the completion of a specified period of future service or until otherwise determined by the Committee or in accordance with the terms
of the Plan. 


        "Share" means a share of Common Stock. 


        "Stock Appreciation Right" means the right to receive a payment from the Company, in cash or Common Stock, in an amount to be determined
under Article VIII of the Plan. 


        "Subsidiary" means any corporation in which the Company owns, directly or indirectly, stock representing 50% or more of the voting power
of all classes of stock entitled to vote and any other business organization, regardless of form, in which the Company possesses directly or indirectly 50% or more of the total combined equity
interests in such organization. 


        "Supplemental Unit" has the meaning given in Section 9.1. 




        2.2    Gender and Number.    Except when otherwise indicated by the context, words in the masculine gender used in the
Plan shall include the feminine gender, the singular shall include the plural, and the plural shall include the singular. 


 
 

ARTICLE III
  POWERS OF THE COMMITTEE    
  



        3.1    Power to Grant.    The Committee shall determine the Participants to whom Awards shall be granted, the type or
types of Awards to be granted and the terms and conditions of any and all such Awards. The Committee may establish different terms and conditions for different types of Awards, for different
Participants receiving the same type of Award and for the same Participant for each Award such Participant may receive, whether or not granted at different times. 


        3.2    Administration.    The Committee shall be responsible for the administration of the Plan, including, without
limitation, determining which Participants receive Awards, what kind of Awards are made under the Plan and for what number of shares, and the other terms and conditions of each such Award. The
Committee shall have the responsibility of construing and interpreting the Plan and of establishing and amending such rules and regulations as it may deem necessary or desirable for the proper
administration of the Plan. Any decision or action taken or to be taken by the Committee, arising out of or in connection with the construction, administration, interpretation and effect of the Plan
and of its rules and regulations, shall, to the greatest extent permitted by applicable law, be within its absolute discretion (except as otherwise specifically provided herein) and shall be
conclusive and binding upon the Company and its Subsidiaries, all Participants and any person claiming under or through any Participant. No term of this Plan relating to ISOs shall be interpreted,
amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under section 422 of the Code. 


        3.3    Delegation by the Committee.    The Committee may delegate its authority under this Plan;  provided that the Committee shall
in no event delegate its authority with respect to the compensation of the Chief Executive Officer of the Company, the
four most highly compensated executive officers (as 


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determined under Section 162(m) of the Code and regulations thereunder) of the Company and any other individual whose compensation the Board or Committee reasonably believes may become subject
to Section 162(m) of the Code. 


 
 

ARTICLE IV
  STOCK SUBJECT TO PLAN    
  


        4.1    Number.    Subject to the provisions of this Article IV, the number of Shares subject to Awards under
the Plan may not exceed 100,000 Shares (including Shares that become available pursuant to Section 4.2). Without limiting the generality of the foregoing, whenever Shares are received by the
Company in connection with the exercise of or payment with respect to any Award granted under the Plan or any award granted under any of the Prior Plans, (a) only the net number of Shares
actually issued under the Plan shall be counted against such limit and (b) the number of such Shares received by the Company in connection with such exercise or payment shall be available for
award under the Plan (but not to exceed the maximum provided for in the first sentence hereof). The Shares to be delivered under the Plan may consist, in whole or in part, of treasury stock or
authorized but unissued Common Stock not reserved for any other purpose. 



        4.2    Canceled, Terminated, or Forfeited Awards.    Any Shares subject to any Award granted hereunder or under any of
the Prior Plans that for any reason is canceled, terminated or otherwise settled without the issuance of any Common Stock after the effective date of this Plan shall be available for further Awards
under the Plan (but not to exceed the maximum provided for in the first sentence of Section 4.1). 


        4.3    Adjustment in Capitalization.    In the event of any Adjustment Event such that an adjustment is required to
preserve, or to prevent enlargement of, the benefits or potential benefits made available under this Plan, then the Committee shall, in such manner as the Committee shall deem equitable, adjust any or
all of (a) the number and kind of Shares which thereafter may be awarded or optioned and sold under the Plan (including, without termination, adjusting the limits on the number and types of
certain Awards that may be made under the Plan), (b) the number and kinds of Shares subject to outstanding Options and other Awards and (c) the grant, exercise or conversion price with
respect to any of the foregoing. In addition, the Committee may make provisions for a cash payment to a Participant or a person who has an outstanding Option or other Award. The number of Shares
subject to any Option or other Award shall always be a whole number. 


 
 

ARTICLE V
  STOCK OPTIONS    
  


        5.1    Grant of Options.    The Committee shall have the power to grant Options that are "incentive stock options"
within the meaning of section 422 of the Code ("ISOs") or that are non-statutory stock options
("NSOs") to any Participant and to determine (a) the number of ISOs and the number of NSOs to be granted to each Participant and (b) the
other terms and conditions of such Awards. An Option shall be an NSO unless otherwise specified by the Committee at the time of grant. The maximum number of Shares with respect to which Options may be
granted to any one Participant in any calendar year shall be 1,000,000, in the case of 2002, and in the case of any subsequent year, 110% of the maximum permitted for the immediately preceding
calendar year. Each Option shall be evidenced by an Option agreement that shall specify (a) the type of Option granted, (b) the number of Shares to which the Option pertains,
(c) the exercise price, (d) the period in which the Option may be exercised and (e) such terms and conditions not inconsistent with the Plan as the Committee shall determine. 



        5.2    Exercise Price.    Unless otherwise determined by the Committee, Options granted pursuant to the Plan shall
have an exercise price that is not less than the Fair Market Value of a Share on the date the Option is granted. 


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        5.3    Vesting and Exercisability.    Options awarded under the Plan shall vest and become exercisable in accordance
with the vesting schedule determined by the Committee, subject to the Participant's continuous employment with the Company or a Subsidiary from the date of grant through the applicable vesting date.
No Option shall be exercisable for more than 10 years after the date on which it is granted. 


        5.4    Payment.    The Committee shall establish procedures governing the exercise of Options. Without limiting the
generality of the foregoing, the Committee may provide that payment of the exercise price may be made (a) in cash or its equivalent, (b) by exchanging Shares owned by the optionee (which
are not the subject of any pledge or other security interest), (c) through an arrangement with a broker approved by the Company whereby payment of the exercise price is accomplished with the
proceeds of the sale of Common Stock or (d) by any combination of the foregoing; provided that the combined value of all cash and cash
equivalents paid and the Fair Market Value of any such Common Stock so tendered to the Company, valued as of the date of such tender, is at least equal to such exercise price. No Shares shall be
delivered pursuant to any exercise of an Option unless arrangements satisfactory to the Committee have been made to assure full payment of the exercise price therefor and any required withholding or
other similar taxes or governmental charges. Upon such terms and conditions as the
Committee may establish from time to time, a Participant may be permitted to defer the receipt of Shares otherwise deliverable upon exercise of an Option. 



        5.5    Termination of Employment.    Unless otherwise determined by the Committee at or after the date of grant, in
the event a Participant's employment terminates by reason of a Qualifying Termination of Employment, the Participant (or the Participant's beneficiary or legal representative) may exercise any Options
(regardless of whether then exercisable) until the earlier of (a) the twelve-month anniversary of the date of such termination of employment and (b) the date such Options would otherwise
expire but for the operation of this Section 5.5. Unless otherwise determined by the Committee at or after the date of grant, in the event a Participant's employment terminates for any reason
other than a Qualifying Termination of Employment or cause, the Participant may exercise any Option that is exercisable at the time of such termination of employment until the earlier of
(a) the 30-day anniversary of the date of such termination of employment and (b) the date such Options would otherwise expire but for the operation of this
Section 5.5, and any Option that is not then exercisable shall be forfeited and cancelled as of the date of such termination of employment. In the event that a Participant's employment is
terminated for Cause (or, following the date the Participant's employment terminates, the Committee determines that circumstances exist such that the Participant's employment could have been
terminated for Cause), any Options granted to such Participant, whether or not then vested, shall be forfeited and cancelled as of the date of such termination of employment. 



        5.6    Buyout.    The Committee may at any time offer to buy out an Option previously granted for a payment in cash,
based on such terms and conditions as the Committee shall establish and communicate to the optionee at the time that such offer is made. 


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ARTICLE VI
  RESTRICTED STOCK AND RESTRICTED UNITS    
  



        6.1    Grant of Restricted Stock and Restricted Units.    The Committee shall have the power to grant Restricted Stock
or Restricted Units to any Participant and to determine (a) the number of Shares of Restricted Stock and the number of Restricted Units to be granted to each Participant, (b) the
Restriction Period(s) and (c) the other terms and conditions of such Awards. The Committee shall require that the stock certificates evidencing any Restricted Stock or Restricted Units be held
in the custody of the Secretary of the Company until the Period of Restriction lapses, and that, as a condition of any Restricted Stock or Restricted Unit award, the Participant shall have delivered a
stock power, endorsed in blank, relating to the Share covered by such award. Each grant of Restricted Stock or Restricted Units shall be evidenced by a written agreement setting forth the terms of
such Award. 


        6.2    Vesting of Restricted Stock and Restricted Units.    Restricted Stock or Restricted Units granted pursuant to
Section 6.1 shall vest and become nonforfeitable, and the Period of Restriction with respect to such Restricted Stock or Restricted Units will lapse, in accordance with the vesting schedule
determined by the Committee. 


        6.3    Dividend Equivalents.    



        (a)  Restricted Stock. Unless otherwise determined by the Committee at the time of grant, Participants holding outstanding
Restricted Stock shall be entitled to receive currently all Dividend Equivalents paid with respect to such Shares of Restricted Stock. 


        (b)  Restricted Units. The Committee will determine whether and to what extent to credit to the account of, or to pay
currently to, each recipient of a Restricted Unit, any Dividend Equivalents. To the extent provided by the Committee at or after the date of grant, any cash Dividend Equivalents credited to a
Participant's account shall be deemed to have been invested in Shares on the record date established for the related dividend and, accordingly, a number of Restricted Units shall be credited to such
Participant's account equal to the greatest whole number which may be obtained by dividing (i) the
value of such Dividend Equivalent on the record date by (ii) the Fair Market Value of a Share on such date. Any additional Restricted Units credited in respect of Dividend Equivalents shall
become vested and nonforfeitable, if at all, on the same terms and conditions as are applicable in respect of the Restricted Units with respect to which such Dividend Equivalents were payable. 




        6.4    Termination of Employment.    Unless otherwise determined by the Committee at or after the date of grant, in
the event a Participant's employment terminates by reason of a Qualifying Termination of Employment during the Period of Restriction, a pro rata portion of any Shares related to a Restricted Stock or
Restricted Unit held by such Participant shall become nonforfeitable, based upon the percentage of which the numerator is the portion of the Period of Restriction that expired prior to the
Participant's termination and the denominator is the number of days in the Period of Restriction. Unless otherwise determined by the Committee at or after the date of grant, in the event a
Participant's employment terminates for any reason other than a Qualifying Termination of Employment during the Period of Restriction, any Restricted Stock or Restricted Units held by such Participant
shall be forfeited and cancelled as of the date of such termination of employment. 



        6.5    Settlement of Restricted Units.    Unless the Committee determines otherwise at or after the date of grant,
when a Restriction Period with respect to an Award of Restricted Units lapses and the Restricted Units become vested and nonforfeitable, the Participant shall receive (i) one Share for each
such Restricted Unit (including additional Restricted Units credited in respect of Dividend Equivalents) or (ii) if the Committee so determines, the Committee may direct the Company to pay to
the Participant the Fair Market Value of such Shares as of such payment date. 


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ARTICLE VII
  INCENTIVE AWARDS    
  


        7.1    Grant of Incentive Stock and Incentive Units.    The Committee shall have the authority to grant Incentive
Stock or Incentive Units to any Participant and to determine (a) the number of Incentive Stock and the number of Incentive Units to be granted to each Participant, (b) the restrictions
pursuant to which such Award is subject to forfeiture by reason of the Performance Restriction established by the Committee pursuant to Section 7.2 not being met in whole or in part and
(c) the other terms and conditions of such Awards. Each grant of Incentive Stock or Incentive Units shall be evidenced by a written agreement setting forth the terms of such Award. 


        7.2    Performance Restriction.    



        (a)  Within
90 days after each Performance Period begins (or such other date as may be required or permitted under Section 162(m) of the Code, if applicable),
the Committee shall establish the performance objective or objectives for the applicable Performance Period that must be satisfied in order for an Award to be vested and nonforfeitable (the
"Performance Restriction"). Any such Performance Restriction will be based upon the relative or comparative achievement of one or more of the following
criteria, or such other criteria, as may be determined by the Committee: (i) EBITDA; (ii) return on shareholder's equity; (iii) return on the Company's assets;
(iv) increase in the Company's earnings; (v) sales growth; (vi) relative performance versus a peer group of companies; (vii) diversity factors; and (viii) safety
performance. 


        (b)  The
Performance Restriction related to Incentive Stock or Incentive Units shall lapse upon the determination by the Committee that the objective or objectives for the
applicable Performance Period have been attained, in whole or in part. The Committee may provide at the time of grant that in the event the objective or objectives are attained in part, a specified
portion (which may be zero) of the Award will vest and become nonforfeitable and the remaining portion shall be forfeited. 




        7.3    Dividend Equivalents.    



        (a)  Incentive Stock. Unless otherwise determined by the Committee at or after the date of grant, Participants granted
Incentive Stock shall be entitled to receive cash Dividend Equivalents currently. 


        (b)  Incentive Units. The Committee will determine whether and to what extent to credit to the account of, or to pay currently
to, each recipient of an Incentive Unit, any Dividend Equivalents. To the extent provided by the Committee at or after the date of grant, any cash Dividend Equivalents with respect to the Incentive
Units credited to a Participant's account shall be deemed to have been invested in Shares on the record date established for the related dividend and, accordingly, a number of Incentive Units, as the
case may be, shall be credited to such Participant's account equal to the greatest whole number which may be obtained by dividing (i) the value of such Dividend Equivalent on the record date by
(ii) the Fair Market Value of a Share on such date. Any additional Incentive Unit credited in respect of Dividend Equivalents shall become vested and nonforfeitable, if at all, on the same
terms and conditions as are applicable in respect of the Incentive Unit with respect to which such Dividend Equivalents were payable. 




        7.4    Termination of Employment.    Unless the Committee otherwise determines at or after the date of grant, in the
event that a Participant's Employment terminates by reason of a Qualifying Termination of Employment during the Performance Period, any award of Incentive Stock or Incentive Units shall become vested
and nonforfeitable at the end of the Performance Period as to that number of such Incentive Stock or Incentive Units, as the case may be, that is equal to that percentage, if any, of such Award that
would have been earned had the Participant's employment not so terminated prior to the expiration of the Performance Period times a fraction, the numerator of which is the number of days 


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employed during the Performance Period and the denominator of which is the total number of days during the Performance Period. Unless otherwise determined by the Committee at or after the date of
grant, in the event a Participant's employment terminates for any reason other than a Qualifying Termination of Employment during the Performance Period, any Incentive Stock or Incentive Units held by
such Participant shall be forfeited and cancelled as of the date of such termination of employment. 



        7.5    Settlement of Incentive Units.    Unless the Committee determines otherwise at or after the date of grant, when
a Performance Restriction with respect to an Award of Incentive Units lapses and the Incentive Units become vested and nonforfeitable, the Participant shall receive (i) one Share for each such
Incentive Unit (including additional Incentive Units credited in respect of Dividend Equivalents) or (ii) if the Committee so determines, the Committee may direct the Company to pay to the
Participant the Fair Market Value of such Shares as of such payment date. 


 
 

ARTICLE VIII
  STOCK APPRECIATION RIGHTS    
  


        8.1    Grant of Stock Appreciation Rights.    Stock Appreciation Rights may be granted to any Participants, all
Participants or any class of Participants at such time or times as shall be determined by the Committee. Stock Appreciation Rights may be granted in tandem with an Option, or may granted on a
freestanding basis, not related to any Option. A grant of a Stock Appreciation Right shall be evidenced in writing, whether as part of the agreement governing the terms of the Option, if any, to which
such Stock Appreciation Rights relate or pursuant to a separate written agreement with respect to freestanding Stock Appreciation Rights, in each case containing such provisions not inconsistent with
the Plan as the Committee shall approve. 


        8.2    Terms and Conditions of Stock Appreciation Rights.    Unless the Committee shall otherwise determine, the terms
and conditions (including, without limitation, the exercise period of the Stock Appreciation Right, the vesting schedule applicable thereto and the impact of any termination of service on the
Participant's rights with respect to the Stock Appreciation Right) applicable with respect to (i) Stock Appreciation Rights granted in tandem with an Option shall be substantially identical (to
the extent possible taking into account the differences related to the character of the Stock Appreciation Right) to the terms and conditions applicable to the tandem Options and
(ii) freestanding Stock Appreciation Rights shall be substantially identical (to the extent possible taking into account the differences related to the character of the Stock Appreciation
Right) to the terms and conditions that would have been applicable under Article V above were the grant of the Stock Appreciation Rights a grant of an Option. 


        8.3    Exercise of Tandem Stock Appreciation Rights.    Stock Appreciation Rights which are granted in tandem with an
Option may only be exercised upon the surrender of the right to exercise such Option for an equivalent number of shares and may be exercised only with respect to the shares of Common Stock for which
the related Option is then exercisable. 


        8.4    Payment of Stock Appreciation Right Amount.    Upon exercise of a Stock Appreciation Right, the holder shall be
entitled to receive payment, in cash, in shares of Common Stock or in a combination thereof, as determined by the Committee, of an amount determined by multiplying the excess, if any, of the Fair
Market Value of a share of Common Stock at the date of exercise over the Fair Market Value of a share of Common Stock on the date of grant, by the number of shares of Common Stock with respect to
which the Stock Appreciation Rights are then being exercised. 


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ARTICLE IX
  DEFERRED SHARES    
  



        9.1    Deferred Share Awards.    The Committee shall have the authority to grant Deferred Shares to any Participant
and to determine (i) the number of Deferred Shares granted to each Participant, (ii) the date such Deferred Shares shall become vested and (iii) the date such Deferred Shares will
be payable to the Participant. In addition, on such date or dates as shall be established by the Committee and subject to such terms and conditions as the Committee shall determine, a Participant may
be permitted to elect to defer receipt of all or a portion of his annual compensation and/or annual incentive bonus ("Deferred Amount") payable by the
Company or a Subsidiary and receive in lieu thereof a number of Deferred Shares equal to the greatest whole number which may be obtained by dividing (i) the Deferred Amount by (ii) the
Fair Market Value of a Share on the date such compensation or bonus would otherwise have been payable to the Participant. No Shares will be issued at the time an award of Deferred Shares is made and
the Company shall not be required to set aside a fund for the payment of any such award. The Company will establish a separate account for the Participant and will record in such account the number of
Deferred Shares awarded to the Participant. To the extent the Committee so determines, a Participant who elects to defer receipt of his or her compensation or bonus and receive Deferred Shares may
also receive that number of supplemental Deferred Shares ("Supplemental Units") equal to the greatest whole number which may be obtained by dividing
(i) such percentage of the Deferred Amount as is determined by the Committee by (ii) the Fair Market Value of a Share on the date of grant. Each grant of Deferred Shares and Supplemental
Units shall be evidenced by a written agreement setting forth the terms of such Award. 


        9.2    Vesting of Deferred Shares and Supplemental Units.    The Deferred Shares, together with any Dividend
Equivalents credited with respect thereto, shall be fully vested at all times. The Supplemental Units, together with any Dividend Equivalents credited with respect thereto, will become vested in
accordance
with the vesting schedule determined by the Committee, subject to the Participant's continuous employment with the Company or a Subsidiary through such vesting date. 



        9.3    Dividend Equivalents.    The Committee will determine whether and to what extent Dividend Equivalents will be
credited to the account of, or paid currently to, a recipient of a Deferred Shares or Supplemental Units. To the extent provided by the Committee at or after the date of grant, any cash Dividend
Equivalents with respect to the Deferred Shares and Supplemental Units deemed credited to a Participant's account shall be deemed to have been invested in Shares on the record date established for the
related dividend and, accordingly, a number of Deferred Shares or Supplemental Units, as the case may be, shall be credited to such Participant's account equal to the greatest whole number which may
be obtained by dividing (i) the amount of such Dividend Equivalent on the record date by (ii) the Fair Market Value of a Share on such date. 


        9.4    Termination of Employment.    Unless the Committee otherwise determines at or after the date of grant, in the
event that a Participant's employment terminates by reason of a Qualifying Termination of Employment during the vesting period, any Supplemental Units (and related Dividend Equivalents) granted to a
Participant shall become vested and nonforfeitable. Unless otherwise determined by the Committee at or after the date of grant, in the event a Participant's employment terminates for any reason other
than a Qualifying Termination of Employment during the vesting period, any Supplemental Units (and related Dividend Equivalents) held by such Participant shall be forfeited and cancelled as of the
date of such termination of employment. In the event that a Participant's employment is terminated for Cause (or, following the date the Participant's employment terminates, the Committee determines
that circumstances exist such that the Participant's employment could have been terminated for Cause), any Supplemental Units (and related Dividend Equivalents) granted to such Participant, whether or
not then vested, shall be forfeited and cancelled as of the date of such termination of employment. 


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        9.5    Settlement of Deferred Shares.    Unless the Committee determines otherwise at or after the date of grant, a
Participant shall receive as of the date of such Participant's termination of employment (or such other date as may be elected by the Participant in accordance with the rules and procedures of the
Committee) (i) one Share for each Deferred Share credited to such Participant's account and (ii) subject to Section 9.4, one Share for each Supplemental Unit that shall have
become vested. The Committee may provide in the Award agreement applicable to any Deferred Shares or Supplemental Units that, in lieu of issuing Shares, the Committee may direct the Company to pay to
the Participant the Fair Market Value of such Shares as of such payment date. 


 
 

ARTICLE X
  CHANGE IN CONTROL    
  


        10.1    Accelerated Vesting and Payment.    Subject to the provisions of Sections 10.2 below, in the event of a Change
in Control, each Option shall be, at the discretion of the Committee, either canceled in exchange for a payment in cash of an amount equal to the excess, if any, of the Change in Control Price over
the exercise price for such Option, or fully exercisable regardless of the exercise schedule otherwise applicable to such Option. All other Awards shall become nonforfeitable and be immediately
transferable or payable, as the case may be. 


        10.2    Alternative Awards.    Notwithstanding Section 10.1, no cancellation, acceleration of exercisability,
vesting, cash settlement or other payment shall occur with respect to any Award or any class of Awards if the Committee reasonably determines in good faith prior to the occurrence of a Change in
Control that such Award or Awards shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted award an "Alternative
Award"), by a Participant's employer (or the parent or a Subsidiary of such employer) immediately following the Change in Control,  provided that any such Alternative Award must:




        (i)    be
based on stock which is traded on an established securities market, or which will be so traded within 60 days of the Change in Control; 


        (ii)  provide
such Participant (or each Participant in a class of Participants) with rights and entitlements substantially equivalent to or better than the rights, terms and
conditions applicable under such Award, including, but not limited to, an identical or better exercise or vesting schedule and identical or better timing and methods of payment; 


        (iii)  have
substantially equivalent economic value to such Award (determined at the time of the Change in Control); and 


        (iv)  have
terms and conditions which provide that in the event that the Participant's employment is involuntarily terminated or constructively terminated, any conditions on
a Participant's rights under, or any restrictions on transfer or exercisability applicable to, each such Alternative Award shall be waived or shall lapse, as the case may be. 




For
this purpose, a constructive termination shall mean a termination by a Participant following a material reduction in the Participant's base salary or a Participant's incentive compensation
opportunity or a material reduction in the Participant's responsibilities, in either case without the Participant's written consent. 


        10.3    Termination of Employment Prior to Change of Control.    In the event that any Change of Control occurs as a
result of any transaction described in subclause (c) or (e) of the definition of such term, any
Participant whose employment is terminated due to death or Disability or by the Company for any reason other than Cause on or after the date, if any, on which the shareholders of the Company approve
such transaction, but prior to the consummation thereof, shall be treated, solely for purposes of this Plan (including, without limitation, this Section 10), as continuing in the Company's 


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employment until the occurrence of such Change of Control, and to have been terminated immediately thereafter. 


 
 

ARTICLE XI
  STOCKHOLDER RIGHTS    
  


        A Participant (or a Permitted Transferee) shall have no rights as a stockholder with respect to any Shares covered by an Award until he or she shall have become
the holder of record of such Share(s), and no adjustments shall be made for dividends in cash or other property or distribution or other rights in respect to any such Shares, except as otherwise
specifically provided for in this Plan. 


 
 

ARTICLE XII
  AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN    
  


        The Board at any time may terminate or suspend the Plan, and from time to time may amend or modify the Plan,  provided that no amendment,
modification, or termination of the Plan shall in any manner adversely affect any Award theretofore granted under the Plan,
without the consent of the Participant. Unless earlier terminated, the Plan shall terminate on December 31 of the tenth year following the year in which the Initial Public Offering occurs. 


 
 

ARTICLE XIII
  MISCELLANEOUS PROVISIONS    
  


        13.1    Nontransferability of Awards.    No Award shall be assignable or transferable except by will or the laws of
descent and distribution; provided that the Committee may permit (on such terms and conditions as it shall establish) a Participant to transfer an Award
for no consideration to the Participant's child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
including adoptive relationships, any person sharing the Participant's household (other than a tenant or employee), a trust in which these persons have more than fifty percent of the beneficial
interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which
these persons (or the Participant) own more than fifty percent of the voting interests ("Permitted Transferees"). Except to the extent required by law,
no right or interest of any Participant shall be subject to any lien, obligation or liability of the Participant. All rights with respect to Awards granted to a Participant under the Plan shall be
exercisable during the Participant's lifetime only by such Participant or, if applicable, his or her Permitted Transferee(s). The rights of a Permitted Transferee shall be limited to the rights
conveyed to such Permitted Transferee, who shall be subject to and bound by the terms of the agreement or agreements between the Participant and the Company. 


        13.2    Beneficiary Designation.    Each Participant under the Plan may from time to time name any beneficiary or
beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid or by whom any right under the Plan is to be exercised in case of his death. Each
designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee, and will be effective only when filed by the Participant in writing with the
Committee during his lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant's death shall be paid to or exercised by the Participant's surviving spouse, if any,
or otherwise to or by his or her estate. 


        13.3    No Guarantee of Employment or Participation.    Nothing in the Plan shall interfere with or limit in any way
the right of the Company or any Subsidiary to terminate any Participant's employment at any time, nor to confer upon any Participant any right to continue in the employ of the Company or any
Subsidiary. No Employee shall have a right to be selected as a Participant, or, having been so selected, to receive any future Awards. 


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        13.4    Tax Withholding.    The Company shall have the right to deduct from all amounts paid to a Participant in
cash
(whether under this Plan or otherwise) any taxes required by law to be withheld in respect of Awards under this Plan. In the case of any Award satisfied in the form of Shares, no Shares shall be
issued unless and until arrangements satisfactory to the Committee shall have been made to satisfy any withholding tax obligations applicable with respect to such Award. Without limiting the
generality of the foregoing, the Company shall have the right to retain, or the Committee may, subject to such terms and conditions as it may establish from time to time, permit Participants to elect
to tender, Shares (including Shares issuable in respect of an Award) to satisfy, in whole or in part, the amount required to be withheld (but no greater amount). 


        13.5    Compliance with Legal and Exchange Requirements.    The Plan, the granting and exercising of Awards
thereunder, and any obligations of the Company under the Plan, shall be subject to all applicable federal and state laws, rules, and regulations, and to such approvals by any regulatory or
governmental agency as may be required, and to any rules or regulations of any exchange on which the Shares are listed. The Company, in its discretion, may postpone the granting and exercising of
Awards, the issuance or delivery of Shares under any Award or any other action permitted under the Plan to permit the Company, with reasonable diligence, to complete such stock exchange listing or
registration or qualification of such Shares or other required action under any federal or state law, rule, or regulation and may require any Participant to make such representations and furnish such
information as it may consider appropriate in connection with the issuance or delivery of Shares in compliance with applicable laws, rules, and regulations. The Company shall not be obligated by
virtue of any provision of the Plan to recognize the exercise of any Award or to otherwise sell or issue Shares in violation of any such laws, rules, or regulations, and any postponement of the
exercise or settlement of any Award under this provision shall not extend the term of such Awards. Neither the Company nor its directors or officers shall have any obligation or liability to a
Participant with respect to any Award (or Shares issuable thereunder) that shall lapse because of such postponement. 


        13.6    Indemnification.    Each person who is or shall have been a member of the Committee or of the Board shall be
indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any
claim, action, suit, or proceeding to which he may be made a party or in which he may be involved by reason of any action taken or failure to act under the Plan and against and from any and all
amounts paid by him in settlement thereof, with the Company's approval, or paid by him in satisfaction of any judgment in any such action, suit, or proceeding against him, provided he shall give the
Company an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall not be exclusive
and shall be independent of any other rights of indemnification to which such persons may be entitled under the Company's Articles of Incorporation or By-laws, by contract, as a matter of
law, or otherwise. 


        13.7    Legend.    To the extent any stock certificate is issued to a Participant in respect of shares of Restricted
Stock prior to the expiration of the Period of Restriction, such certificate shall be registered in the name of the Participant and shall bear the following (or similar) legend: 



        "The
shares of stock represented by this certificate are subject to the terms and conditions contained in the 2003 Riverwood Holding, Inc. Long-Term Incentive Plan and
the Award, dated as of                        , between the Company and the Participant, and may not be sold, pledged, transferred,
 assigned, hypothecated or otherwise encumbered in any manner (except as
provided in Section 13.1 of the Plan or in such Award Agreement) until                        ." 




Upon
the lapse of the Period of Restriction with respect to such Restricted Stock, the Company shall issue or have issued in exchange for those certificates previously issued new share certificates
without the legend described herein in respect of any shares that have become vested. 


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        13.8    Effective Date.    The Plan shall be effective as
of                        . 


        13.9    No Limitation on Compensation.    Nothing in the Plan shall be construed to limit the right of the Company to
establish other plans or to pay compensation to its employees, in cash or property, in a manner which is not expressly authorized under the Plan. 


        13.10    Deferrals.    The Committee may postpone the exercising of Awards, the issuance or delivery of Stock under
any Award or any action permitted under the Plan to prevent the Company or any Subsidiary from being denied a Federal income tax deduction with respect to any Award other than an ISO. 


        13.11    Governing Law.    The Plan shall be construed in accordance with and governed by the laws of the State of New
York, without reference to principles of conflict of laws which would require application of the law of another jurisdiction, except to the extent that the corporate law of the State of Delaware
specifically and mandatorily applies. 


        13.12    No Impact On Benefits.    Except as may otherwise be specifically stated under any employee benefit plan,
policy or program, no amount payable in respect of any Award shall be treated as compensation for purposes of calculating a Participant's right under any such plan, policy or program. 


        13.13    No Constraint on Corporate Action.    Nothing in this Plan shall be construed (a) to limit, impair or
otherwise affect the Company's right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or consolidate, or dissolve,
liquidate, sell, or transfer all or any part of its business or assets or (b) to limit the right or power of the Company, or any Subsidiary to take any action which such entity deems to be
necessary or appropriate. 


        13.14    Headings and Captions.    The headings and captions herein are provided for reference and convenience only,
shall not be considered part of this Plan, and shall not be employed in the construction of this Plan. 


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QuickLinks


2003 Riverwood Holding, Inc. Long-Term Incentive Plan

ARTICLE I PURPOSES

ARTICLE II DEFINITIONS

ARTICLE III POWERS OF THE COMMITTEE

ARTICLE IV STOCK SUBJECT TO PLAN

ARTICLE V STOCK OPTIONS


ARTICLE VI RESTRICTED STOCK AND RESTRICTED UNITS

ARTICLE VII INCENTIVE AWARDS

ARTICLE VIII STOCK APPRECIATION RIGHTS

ARTICLE IX DEFERRED SHARES

ARTICLE X CHANGE IN CONTROL

ARTICLE XI STOCKHOLDER RIGHTS

ARTICLE XII AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN

ARTICLE XIII MISCELLANEOUS PROVISIONS