**Exhibit 4.15**

 

**JSG PACKAGING LIMITED**

**JEFFERSON SMURFIT GROUP LIMITED**

**BEECH HILL**

**CLONSKEAGH**

**DUBLIN 4**

**IRELAND**

 

February 6, 2004

 

PERSONAL AND CONFIDENTIAL

 

Anthony P.J. Smurfit

Fournaughts

Johnstown

Naas

Co Kildare

 

Dear Tony:

 

In light of the proposed exchange (the “Exchange”) ofordinary shares and convertible shares of Jefferson Smurfit Group Limited (“ExistingParent”) for ordinary shares and convertible shares of JSG Packaging Limited (“NewParent”), we thought it advisable to confirm and clarify the terms of youremployment upon consummation of the Exchange.

 

# 1.                                       Inthe event that the Exchange in consummated, you will remain employed as thechief operations officer of Existing Parent and its subsidiaries and will havethe title of chief operations officer for New Parent and JSG Holdings plc aswell. In your capacity as chief operations officer, you shall report to theExisting Parent’s chief executive officer and manage the day-to-day operationsof New Parent and its subsidiaries. As long as you remain employed by ExistingParent or one of its subsidiaries, you shall devote substantially all of yourbusiness time and attention to New Parent and its subsidiaries and use yourbest efforts in furtherance of your responsibilities for New Parent and itssubsidiaries; provided that, with the prior consent of the ExistingParent’s Board of Directors (the “Board”), you shall be entitled to serve onthe board of directors of up to two companies or organizations as long as suchservice does not materially interfere with your obligations to New Parent andits subsidiaries and you may serve as a member of the Board of Directorsof Smurfit-Stone Container Corp. and its subsidiaries.

#  

# 2.                                       Fromand after consummation of the Exchange, your base salary shall be the same asin effect immediately prior to consummation of the Exchange. Your base salaryis subject to increase from time to time at the sole discretion of the Board. Allremuneration or payments payable to you pursuant to this paragraph 2 orotherwise shall be subject to such 

 

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# tax and otherstatutory deductions as are required to be deducted at source and remitted tothe appropriate revenue authorities.

#  

# 3.                                       Subjectto paragraph 4 below, all senior executive employee benefit plans of ExistingParent and its subsidiaries in place as of the date of this letter, includingthe JSG management incentive plan (the “MIP”), will remain in place afterconsummation of the Exchange on substantially the same terms as present;provided that the MIP will provide that as long as you remain the chiefoperations officer of Existing Parent and its subsidiaries, your bonus underthe MIP for each of 2004, 2005 and 2006 shall be 60% of your base salary forsuch year and you shall be eligible for a bonus of up to 40% of your basesalary for such year based upon achievement of certain performance targets tobe determined by the Board or its compensation committee. Moreover, you will beentitled to (a) 30 days’ vacation annually (exclusive of public holidays),(b) use of a leased automobile paid for by a Group Company (whichautomobile shall be the current model used by you or an equivalent, renewedevery four years, together with tax, insurance, operating and maintenancecosts), (c) reimbursement of expenses, properly vouched in accordance withGroup Company policies, (d) business class travel (first class travel,where appropriate), and (e) membership at The K Club and two other golf orsimilar clubs selected by you. In addition, for as long as you are the chiefoperations officer, you will provide services at the headquarters for the GroupCompanies in Dublin, Ireland, subject to frequent temporary travel overseas. Eachof these employee benefit plans will ultimately be subject to the supervisionand periodic review of the Board or its compensation committee; provided thatyour benefit package in the aggregate shall not be decreased.

#  

# 4.                                       Notwithstandingparagraph 3 foregoing, all PSPs, LTIPs, SAYE Schemes, phantom stock plans,option plans and other equity based incentive plans of the Group Companies ineffect as of September 17, 2002 not previously terminated will beterminated forthwith upon or as soon as possible after the consummation of theExchange in accordance with their terms.

#  

# 5.                                       Aslong as you remain employed as chief operations officer of Existing Parent andits subsidiaries and prior to an initial public offering, investment fundscontrolled by or under common control with Madison Dearborn Partners LLC (“MDP”)will cast all of its votes in favor of your appointment and/or re-election tothe board of directors of New Parent and Existing Parent.

#  

# 6.                                       Youagree that Existing Parent may terminate your employment at any time withor without cause upon 90 days prior notice. If your employment is terminated byExisting Parent other than as a result of death, total and permanent disabilityor cause, you will be entitled to receive as severance a payment for thetwo-year period from the date of termination (the “Severance Period”) an amountequal to the sum of (a) your annual salary as of the date of termination,plus (b) the highest annual bonus for the most recent three years, plus (c) theregular pension contributions made by Existing Parent or its subsidiaries inrespect of your annual salary, plus (d) the cash value of any perks orbenefits to which you are entitled as a result of your employment (other thanparticipation 

 

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# in equity-likeincentive schemes); provided that Existing Parent may, without priornotice, terminate your employment, in which case the Severance Period shall bethe two-year and 90 day period from the date of termination and severancepayment shall be calculated with reference to such payment. Such severanceshall be payable to you in a lump sum within 30 days following the date oftermination of your employment. As a pre-condition to receiving any suchseverance payments and as a material term of this agreement, you agree that youwill execute a mutually acceptable and complete release in favor of New Parent,Existing Parent and their affiliates (including, without limitation, a full andfinal settlement, discharge and waiver of all rights under law (including butnot limited to statutory, contractual and other common law rights) with respectto your employment and/or the termination of your employment and/or suchpayment upon any  termination in whichyou are entitled to severance). The rights under this paragraph shall be inreplacement of, rather than in addition to, any rights that you may haveunder law (including, without limitation, payment in lieu of notice).

#  

# 7.                                       NewParent understands that you are party to a “two-year” letter, a copy of whichis attached hereto as Exhibit A which provides that if within one yearafter a Relevant Event (as defined therein), your employment with ExistingParent or its subsidiaries is voluntarily terminated or involuntarilyterminated without just cause, you are entitled to receive two years’Remuneration (as defined therein). You agree that you hereby release and waive,without any claims or demands, all rights under such two-year letter inconnection with the Exchange (including any compulsory share acquisition under Section 204of the Irish Companies Act). As consideration for such release and waiver, inthe event that the Exchange is consummated, New Parent will enter into a new “two-year”letter with you in the form attached hereto as Exhibit B. In allcases where payment obligations are triggered pursuant to both paragraphs 6 and7, you shall be entitled to the greater of the amounts payable to you pursuantto paragraphs 6 and 7 hereof, but in no event shall you be entitled to paymentspursuant both paragraphs 6 and 7.

#  

# 8.                                       Whenused herein and when to be used in the new two-year letter, “cause” shall mean (a) thecommission of actual or attempted fraud, embezzlement, theft, misappropriation,serious misconduct or gross default by you against or in respect of a GroupCompany or your duties for a Group Company, which relates to a material amountor which results in a criminal conviction or settlement with criminal penaltiesor future restrictions or in material loss or damage to that Group Company orother Group Companies; (b) the refusal or failure by you to carry out yourduties to a Group Company to a material degree, following a written warningthat dismissal may result; (c) conviction of a crime in relation tothe business or assets of a Group Company, which has, in the reasonable opinionof the Board acting in accordance with the recommendation of the CEO, amaterial adverse effect upon any Group Company or its shareholders, other than (i) aviolation of the Road Traffic Acts and (ii) a criminal matter in respectof which you have been indemnified by a Group Company and are entitled toindemnification, (d) knowing violation of the Foreign Corrupt PracticesAct, or (e) material breach of a material, formal agreement in writing(other than this letter agreement) between you and New Parent or the GroupCompany by which you are employed; provided that for the avoidance ofdoubt, the exclusion from this clause (e) of this letter agreement shallnot exclude breach 

 

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# thereof from beingdeemed the basis for “cause” termination pursuant the provisions of any ofclauses (a) through (d) of this paragraph 8. For the avoidance ofdoubt, the termination of your employment by a Group Company shall not be forCause if it results wholly or mainly from (v) your death or disability,(w) your retirement on grounds of age or pursuant to an early retirement planof the Group Company that employs you, (x) your voluntary resignation (unlessyou are subject to internal or external proceedings likely to lead to atermination for Cause at the time of such resignation), (y) your redundancy, or(z) the Group Company that employs you ceasing for any reason to be a GroupCompany. When used herein, “Group Companies” means New Parent and each of itssubsidiaries and Associated Companies and “Group Company” means any suchcompany and “Associated Company” means any company having an Equity ShareCapital (as defined in Section 155 of the Companies Act, 1963) of whichnot less than 20% in nominal value is beneficially owned by any Group Company.

#  

# 9.                                       Youagree that in the event that you (a) voluntarily terminate your employmentwith the Group Companies or (b) are terminated without cause, you shallnot during the Restricted Period:  (i) withinthe Restricted Area or any part thereof, carry on either directly orindirectly, on your own behalf or on behalf of any other person, firm, companyor entity, any material business of the same or similar kind to that in whichany of the Group Companies were materially engaged in the year preceding suchtermination, (ii) induce or attempt to induce any employee of any GroupCompany to leave the employ of the Group Companies, or in any way interferewith the relationship between any Group Company and any employee thereof and or(iii) call on, solicit the custom or business of or service any customer,supplier, licensee, licensor or other business relation of any Group Company inorder to induce or attempt to induce such person or entity to cease doing orreduce the amount of business with any Group Company, or in any way interferewith the relationship between any such customer, supplier, licensee or businessrelation and any Group Company (including but not limited to making anynegative statements or communications about any Group Company, or any employee,director or stockholder thereof). When used herein, (A) ”Restricted Period”means the two-year period from the date of termination; provided that “RestrictedPeriod” shall not include any period for which or with respect to which you arenot receiving or did not receive severance payments or payments under your “two-year”letter in violation of this letter agreement or such “two-year” letter, and (B) ”RestrictedArea” means any area of the world where any Group Company conducted a materialportion of its business in the twelve-month period immediately preceding yourtermination date. The restrictions contained in this paragraph 9 shall notrestrict you from passively owning not more than 1% of the outstanding equitysecurities of a publicly traded company that competes with the Group Companiesor from serving as a member of the board of directors of Smurfit-StoneContainer Corp. or its Subsidiaries.

#  

# 10.                                 Youagree that all trade secrets, confidential operations, processes or dealings,or any information concerning the organization, business, finances,transactions and affairs, other than information that becomes publiclyavailable other than through breach of this provision by you, shall be keptconfidential both during the term of this letter agreement and thereafter. Allnotes, memoranda, reports and information compiled by you during 

 

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# your employment(in whatever form compiled) regarding the business, affairs and operationsof the Group Companies shall be and at all times remain the property of theGroup Companies.

#  

# 11.                                 Subjectto paragraph 12 below, upon execution of this letter agreement by each partyhereto, this letter agreement shall be binding and enforceable upon each partyhereto. In the event that the Exchange is consummated, this letter agreementshall, effective as of the date of consummation of the Exchange, amend andsupersede that certain letter agreement, dated as of July 4, 2002, by andbetween Existing Parent and you and any other agreement(s) with any GroupCompany regarding the subject matter hereof to which you are a party; providedthat your employment hereunder by Existing Parent shall be deemed to becontinuous with your previous employment with the Group Companies.

#  

# 12.                                 Notwithstandinganything else to the contrary set forth herein, in the event that the Exchangeis not consummated, this letter agreement shall terminate without obligation orliability to either party hereto.

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# 13.                                 NewParent shall procure that the other Group Companies shall satisfy each of itsobligations hereunder from and after the date that this letter agreementbecomes effective in accordance with its terms.

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# 14.                                 Thisletter agreement may be executed in multiple counterparts (including byfacsimile), each of which shall constitute one and the same original. Thisletter agreement shall be construed in accordance with the internal laws of theRepublic of Ireland.

 

 
|                        | JEFFERSON  SMURFIT GROUP LIMITED |
|-----------------------------|----------------------------------|
|                        |                             |
|                        |                             |
|                        | By:                              | /s/ Michael O’Riordan |   |
|                        |                             |   |   |
|                        | Its:                             | Secretary |   |
|                        |                             |
|                        |                             |
|                        | JSG PACKAGING  LIMITED           |
|                        |                             |
|                        | By:                              | /s/ Michael O’Riordan |   |
|                        |                             |   |   |
|                        | Its:                             | Secretary |   |
|                        |                             |
| Acknowledged and  Accepted: |                             |
|                        |                             |
| /s/ Anthony P.J.  Smurfit   |                             |   |
| Anthony P.J.  Smurfit       |                             |
|                             |                                  |  |  |  |

 

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**JSGPACKAGING LIMITED**

**JEFFERSONSMURFIT GROUP LIMITED**

**BEECHHILL**

**CLONSKEAGH**

**DUBLIN 4**

**IRELAND**

 

February 6, 2004

 

Anthony P.J. Smurfit

Fournaughts, Johnstown

Naas, Co Kildare

 

You were formerly partyto a letter agreement with Smurfit International B.V. (the “First Letter”)confirming your right, on the terms set out in the First Letter, to receive acertain amount from the Jefferson Smurfit Group plc group of companies (the “Target”)in the event of the occurrence of a Relevant Event (as defined therein) and arecurrently party to a letter agreement (the “Existing Letter”), dated as of July 4,2002, with Jefferson Smurfit Group Limited (formerly MDCP Acquisitions plc, “JSG”and, together with its subsidiaries, the “Group”) waiving your rights under theFirst Letter in connection with the take-over offer for the Target by JSG. Thisletter agreement amends and restates the Existing Letter in its entirety, andon the date that the voluntary exchange of shares of JSG for shares of JSGPackaging Limited is consummated (the “Exchange”), the Existing Letter willcease to have any effect (and you hereby waive all rights under the ExistingLetter as of such date (including as may result from the Exchange and anysubsequent application of Section 204 of the Irish Companies Act) and thisletter will have effect. The parties acknowledge that the rights andobligations under the First Letter have already been terminated in full.

 

The amended and re-stated agreement between us is asfollows:

 

# 1.                                       If(a) a Relevant Event (as defined below) shall occur, and (b) withinthe Relevant Period, your contract of employment is terminated either (i) byyou, or (ii) without just cause by JSG or any other Group company which isyour employer (whichever shall first occur), you will be entitled to receivefrom JSG or one of its subsidiaries an aggregate amount equal to twice theannual rate of Remuneration (as defined below) payable to you by the Groupcompany that is your employer at the time of such termination (the “TerminationAmount”). When used herein, “Relevant Period” means the twelve-month periodfrom the occurrence of a Relevant Event; provided that if you agree, asa condition to vesting of any equity interests that you hold in JSG PackagingLimited in connection with any Relevant Event, to become and remain employed bythe Acquirer (as hereinafter defined) or remain employed with the Group, “RelevantPeriod” shall mean the twelve-month period following the expiry of such periodof employment.

 

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# 2.                                       TheTermination Amount is intended to be the maximum amount to be received by youfrom JSG Packaging Limited and its subsidiaries and this letter does not conferon you any additional rights to the extent that you would already be entitledto receive amounts as a result of contractual arrangements entered into withyou or as a result of legal rights in the jurisdiction(s) in which you areemployed or operate. You will be entitled to receive all such benefits and willonly be entitled to receive amounts under this letter to the extent of anyshortfall in the amounts received from your employing company or companies ascompared to the Termination Amount.

#  

# 3.                                       Forthe purposes of this letter, the following expressions shall have the followingmeanings:

#  

## (a)                                  “RelevantEvent,” the sale of JSG Packaging Limited to a person or entity or group ofpersons or entities acting in concert (other than Excluded Persons) pursuant towhich such person or entity or such group of persons or entities (other thanExcluded Persons) acquire (i) equity securities of JSG Packaging Limitedpossessing the voting power to elect a majority of JSG Packaging Limited’sboard of directors (whether by merger, consolidation or sale or transfer of JSGPackaging Limited’s capital stock) or (ii) all or substantially all of JSGPackaging Limited’s assets determined on a consolidated basis; provided,however, that no Corporate Reorganization shall constitute a Relevant Event. Whenused herein, “Excluded Persons” means (x) underwriters for any public offeringor listing by JSG Packaging Limited or (y) any other entity controlling,controlled by or under common control under investment funds affiliated withMadison Dearborn Partners, LLC.

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## (b)                                 “CorporateReorganization,” an acquisition of JSG Packaging Limited voting shares by anybody corporate (the “Acquirer”) (i) as a result of an offer made by it toacquire the entire issued voting share capital of JSG Packaging Limited inexchange for shares in the Acquirer (with or without a cash alternative) or acourt scheme, and (ii) which offer (if it had been accepted in full by allholders of voting shares of JSG Packaging Limited at the date of the making ofthe offer) or court scheme (if it had been approved by the court), would haveresulted in the voting shares of the Acquirer immediately after the acquisitionbeing owned by substantially the same persons as those who were the holders ofJSG Packaging Limited voting shares at the date of the making of the offer insubstantially the same percentages as those in which they held such JSGPackaging Limited voting shares.

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## (c)                                  “Remuneration,”the amount of (i) your salary as at the time of such termination, (ii) thehighest amount of the annual bonus (if any) paid or payable to you in respectof the last three completed financial years of the Group prior to suchtermination (but excluding, in each case, any element thereof which was of aspecial or extraordinary nature), (iii) the regular pension contributionsmade by your employing Group company or companies in respect of your annualsalary (excluding any special or extraordinary contributions), and (iv) thecash value of 

 

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## any perks orbenefits to which you are customarily entitled; no other amounts will beincluded.

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# 4.                                       Theentitlements under this letter do not relieve you of any legal obligationswhich may exist with regard to mitigation of damages.

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# 5.                                       Theobligations of JSG Packaging Limited set out in this letter are subject toreceipt of any necessary statutory consents required by Irish law to beobtained in relation to making any of payments hereunder.

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# 6.                                       Theprovisions of this letter will be governed by and construed in all respects inaccordance with Irish law.

#  

Please sign to confirm your acceptance of the termsand conditions set out herein.

 

 
|                        | **JEFFERSON  SMURFIT GROUP LIMITED** |
|-----------------------------|--------------------------------------|
|                        |                                 |
|                        |                                 |
|                        | By:                                  | /s/ Michael  O’Riordan |   |
|                        |                                 |   |   |
|                        | Its:                                 | Secretary |   |
|                        |                                 |
|                        |                                 |
|                        | JSG PACKAGING  LIMITED               |
|                        |                                 |
|                        | By:                                  | /s/ Michael  O’Riordan |   |
|                        |                                 |   |   |
|                        | Its:                                 | Secretary |   |
|                        |                                 |
| Acknowledged and  Accepted: |                                 |
|                        |                                 |
| /s/ Anthony P.J.  Smurfit   |                                 |   |
| Anthony P.J.  Smurfit       |                                 |
|                             |                                      |  |  |  |

 

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