**Exhibit4.14**

 
|   |   | **S.I.  HOLDINGS LIMITED** |
|--------|--------|----------------------------|

 

P.O. Box HM 1179

Cedar House

41 Cedar Avenue

Hamilton HM 12

Bermuda

 

Tel. (441) 295-2244

Fax. (441) 292-8666

 

October 31 2003

 

PERSONAL AND CONFIDENTIAL

 

Dr. Michael W.J. Smurfit

Le Florestan

35 Blvd du Larvotte

Monaco

 

Dear Dr. Smurfit:

 

On behalf of S.I. Holdings Limited (“SIH”), we arepleased to offer you, with effect from 1 January 2003, the following terms andconditions of employment by SIH.

 

1.     SIHprovides management services to various members of the Jefferson Smurfit Group.During your employment with SIH, you will assist SIH in providing managementservices to members of the Jefferson Smurfit Group by performing the duties andresponsibilities set out in Clause 2 below and (by agreement between SIH and yourself)exercising such powers, authorities and discretions as are commensurate withyour status, position and experience as the Board of Directors of SIH may fromtime to time delegate to you on such terms and conditions and subject to suchrestrictions as the Board of SIH may from time to time impose.

 

2.     Youremployment by SIH will include the following responsibilities:

 

•      formulating thestrategy and future direction of the Jefferson Smurfit Group;

 

•      ensuring theimplementation of all decisions and policies of the Board of Directors ofJefferson Smurfit Group Limited (“JSG”);

 

•      evaluatingsignificant capital expenditures of the Jefferson Smurfit Group;

 

•      evaluatingmajor acquisitions and divestitures of the Jefferson Smurfit Group;

 

•      conducting reviewswith senior management of the Jefferson Smurfit Group; and

 

•      makingrecommendations to the JSG Board and the compensation committee thereofregarding the compensation of the chief executive officer, chief operationsofficer and chief financial officer of JSG and its subsidiaries.

 

3.     Youraggregate compensation and expense reimbursement (including, but not limited toall expenses arising from travel, entertainment, security and professionalstaffing) will be €2,450,000.00 per annum (the 

 

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“Compensation”). The salarycomponent of the Compensation will be paid in equal installments in accordancewith SIH’s payroll practices. All remuneration and amounts payable to youpursuant to this paragraph 3 or otherwise shall be subject to such tax andother statutory deductions as are required to be deducted at source andremitted to the appropriate revenue authorities.

 

4.     Subjectto earlier termination by SIH or you, you will be employed by SIH untilNovember 1, 2008. If your employment is terminated by SIH prior to that date,either with or without cause, you will be entitled to receive as severance anamount equal to one year’s Compensation. Such severance shall be payable to youwithin thirty days of your termination of employment. As a pre-condition toyour receipt of any such severance payments and as a material term of thisagreement, you agree that in the event of such termination you will execute amutually acceptable and complete release in favor of each of the GroupCompanies (including, without limitation, a full and final settlement, dischargeand waiver of all rights under law (including but not limited to statutory,contractual and other common law rights) with respect to your employment and/orthe termination of your employment and/or such payment upon any termination inwhich you are entitled to such severance benefits). The rights under thisparagraph shall be in replacement of, rather than in addition to, any rightsthat you may have under law (including, without limitation, payment in lieu ofnotice).

 

5.     Whenused herein, “Group Companies” means JSG and each of its subsidiaries andAssociated Companies and “Group Company” means any such company and “AssociatedCompany” means any company in respect of which JSG or any subsidiary thereofshall beneficially own not less than 20%, and not more than 50%, of the votesexercisable at meetings of shareholders of such company.

 

6.     Youagree that so long as you serve on the board of any Group Company (the “RestrictedPeriod”) you shall not: (i) within any area of the world where any Group Companyconducts a material portion of its business (the “Restricted Area”) or any partthereof, carry on either directly or indirectly, on your own behalf or onbehalf of any other person, firm, company or entity, any material business ofthe same or similar kind to that in which any Group Company is engaged, (ii)induce or attempt to induce any employee of any Group Company to leave theemploy of the Group Companies, or in any way interfere with the relationshipbetween 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 in order to induce orattempt to induce such person or entity to cease doing or reduce the amount ofbusiness with any Group Company, or in any way interfere with the relationshipbetween any such customer, supplier, licensee or business relation and anyGroup Company (including but not limited to making any negative statements orcommunications about any Group Company, or any employee, director orstockholder thereof).

 

7.     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

 

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and thereafter. All notes,memoranda, reports and information compiled by you during your employment (inwhatever form compiled) regarding the business, affairs and operations of theGroup Companies shall be and at all times remain the property of the GroupCompanies.

 

8.     Uponexecution of this letter agreement by each party hereto, this letter agreementshall be binding and enforceable upon each party hereto and shall amend andsupersede any other agreement(s) with SIH regarding the subject matter hereofto which you are a party prior to the date hereof. Nothing in this letteragreement shall affect your rights and obligations under the separate agreementbeing entered into by you with JSG in respect of your role as Chairman of thatcompany which agreement shall be effective in accordance with its terms.

 

9.     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 Bermuda law.

 

 
| **S.I. HOLDINGS LIMITED**                |
|------------------------------------------|
|                                     |
| By:                                      | /s/ [Illegible] |   |
|                                     |   |   |
| Its:                                     | Director |   |
|                                     |
|                                     |
| Acknowledged and Accepted:               |   |
|                                     |
| **DR. MICHAEL W.J. SMURFIT**             |
|                                     |
|   /s/ Dr. Michael W.J. Smurfit |   |
|                                     |
| Date:                                    | 31/10/2003 |   |
|                                          |  |  |  |  |

 

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