**Exhibit 4.17**

 

**JSG PACKAGING LIMITED**

**JEFFERSON SMURFIT GROUP LIMITED**

**BEECH HILL**

**CLONSKEAGH**

**DUBLIN 4**

**IRELAND**

 

February 6, 2004

 

PERSONALAND CONFIDENTIAL

 

IanCurley

1Mount Salus

KnocknacreeRoad

Dalkey

CoDublin

 

DearIan:

 

Inlight of the proposed exchange (the “Exchange”) of ordinary shares andconvertible shares of Jefferson Smurfit Group Limited (“Existing Parent”) forordinary shares and convertible shares of JSG Packaging Limited (“New Parent”),we thought it advisable to confirm and clarify the terms of your employmentupon consummation of the Exchange.

 

# 1.                                       Inthe event that the Exchange in consummated, you will remain employed as thechief financial officer of Existing Parent and its subsidiaries and will havethe title of chief financial officer for New Parent and JSG Holdings plc aswell. In your capacity as chief financial officer, you shall report to theExisting Parent’s chief executive officer and oversee the financial affairs ofNew 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.

#  

# 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 tax and other statutory deductions as arerequired to be deducted at source and remitted to the appropriate revenueauthorities.

 

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# 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 chieffinancial officer of Existing Parent and its subsidiaries, your bonus under theMIP for each of 2004, 2005 and 2006 shall be 60% of your base salary for suchyear and you shall be eligible for a bonus of up to 40% of your base salary forsuch year based upon achievement of certain performance targets to bedetermined 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 (which automobile shallbe the current model used by you or an equivalent, renewed every four years,together with tax, insurance, operating and maintenance costs), (c)reimbursement of expenses, properly vouched in accordance with Group Companypolicies, (d) business class travel (first class travel, where appropriate),and (e) membership at The K Club and two other golf or similar clubs selectedby you. In addition, for as long as you are the chief financial officer, youwill provide services at the headquarters for the Group Companies in Dublin,Ireland, subject to frequent temporary travel overseas. Each of these employeebenefit plans will ultimately be subject to the supervision and periodic reviewof the Board or its compensation committee; provided that your benefit packagein 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 be terminatedforthwith upon or as soon as possible after the consummation of the Exchange inaccordance with their terms.

#  

# 5.                                       Aslong as you remain employed as chief financial 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/orre-election to the board of directors of New Parent and Existing Parent.

#  

# 6.                                       Youagree that Existing Parent may terminate your employment at any time with orwithout 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 the two-yearperiod from the date of termination (the “Severance Period”) an amount equal tothe sum of (a) your annual salary as of the date of termination, plus (b) thehighest annual bonus for the most recent three years, plus (c) the regularpension contributions made by Existing Parent or its subsidiaries in respect ofyour annual salary, plus (d) the cash value of any perks or benefits to whichyou are entitled as a result of your employment (other than participation inequity-like incentive schemes); provided that Existing Parent may,without prior notice, terminate your employment, in which case the SeverancePeriod shall be the two-year and 90 day period from the date of termination andseverance payment shall be

 

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# calculated with referenceto such payment. Such severance shall be payable to you in a lump sum within 30days following the date of termination of your employment. As a pre-conditionto receiving any such severance payments and as a material term of thisagreement, you agree that you will execute a mutually acceptable and completerelease in favor of New Parent, Existing Parent and their affiliates(including, without limitation, a full and final settlement, discharge andwaiver 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 in which you are entitled toseverance). The rights under this paragraph shall be in replacement of, ratherthan in addition to, any rights that you may have under law (including, withoutlimitation, 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 year after aRelevant Event (as defined therein), your employment with Existing Parent orits subsidiaries is voluntarily terminated or involuntarily terminated withoutjust cause, you are entitled to receive two years’ Remuneration (as definedtherein). You agree that you hereby release and waive, without any claims ordemands, all rights under such two-year letter in connection with the Exchange(including any compulsory share acquisition under Section 204 of the IrishCompanies Act). As consideration for such release and waiver, in the event thatthe Exchange is consummated, New Parent will enter into a new “two-year” letterwith you in the form attached hereto as Exhibit B. In all cases where paymentobligations are triggered pursuant to both paragraphs 6 and 7, you shall beentitled to the greater of the amounts payable to you pursuant to paragraphs 6and 7 hereof, but in no event shall you be entitled to payments pursuant both paragraphs6 and 7.

#  

# 8.                                       Whenused herein and when to be used in the new two-year letter, “cause” shall mean(a) the commission of actual or attempted fraud, embezzlement, theft,misappropriation, serious misconduct or gross default by you against or inrespect of a Group Company or your duties for a Group Company, which relates toa material amount or which results in a criminal conviction or settlement withcriminal penalties or future restrictions or in material loss or damage to thatGroup Company or other Group Companies; (b) the refusal or failure by you tocarry out your duties to a Group Company to a material degree, following awritten warning that dismissal may result; (c) conviction of a crime inrelation to the business or assets of a Group Company, which has, in thereasonable opinion of the Board acting in accordance with the recommendation ofthe CEO, a material adverse effect upon any Group Company or its shareholders,other than (i) a violation of the Road Traffic Acts and (ii) a criminal matterin respect of which you have been indemnified by a Group Company and areentitled to indemnification, (d) knowing violation of the Foreign CorruptPractices Act, or (e) material breach of a material, formal agreement inwriting (other than this letter agreement) between you and New Parent or theGroup Company by which you are employed; provided that for the avoidanceof doubt, the exclusion from this clause (e) of this letter agreement shall notexclude breach thereof from being deemed the basis for “cause” terminationpursuant the provisions of any of clauses (a) through (d) of this paragraph 8. Forthe avoidance of doubt, the termination of your employment by a Group Companyshall not be for Cause if it results

 

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# wholly or mainly from (v)your death or disability, (w) your retirement on grounds of age or pursuant toan early retirement plan of the Group Company that employs you, (x) yourvoluntary resignation (unless you are subject to internal or external proceedingslikely to lead to a termination for Cause at the time of such resignation), (y)your redundancy, or (z) the Group Company that employs you ceasing for anyreason to be a Group Company. When used herein, “Group Companies” means NewParent and each of its subsidiaries and Associated Companies and “GroupCompany” means any such company and “Associated Company” means any companyhaving an Equity Share Capital (as defined in Section 155 of the Companies Act,1963) of which not less than 20% in nominal value is beneficially owned by anyGroup Company.

#  

# 9.                                       Youagree that in the event that you (a) voluntarily terminate your employment withthe Group Companies or (b) are terminated without cause, you shall not duringthe Restricted Period:  (i) within theRestricted Area or any part thereof, carry on either directly or indirectly, onyour own behalf or on behalf of any other person, firm, company or entity, anymaterial business of the same or similar kind to that in which any of the GroupCompanies were materially engaged in the year preceding such termination, (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). When used herein, (A) “Restricted Period” means thetwo-year period from the date of termination; provided that “Restricted Period”shall not include any period for which or with respect to which you are notreceiving 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) “Restricted Area” means any area of the world where any Group Companyconducted a material portion of its business in the twelve-month periodimmediately preceding your termination date. The restrictions contained in thisparagraph 9 shall not restrict you from passively owning not more than 1% ofthe outstanding equity securities of a publicly traded company that competeswith the Group Companies.

#  

# 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 youremployment (in whatever form compiled) regarding the business, affairs andoperations of the Group Companies shall be and at all times remain the propertyof the Group Companies.

 

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# 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.

#  

# 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/ Ian J. Curley           |                             |   |
| Ian J. Curley               |                             |
|                             |                                  |  |  |  |

 

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** **

**JSG PACKAGING LIMITED**

**JEFFERSON SMURFIT GROUP LIMITED**

**BEECH HILL**

**CLONSKEAGH**

**DUBLIN 4**

**IRELAND**

 

February 6, 2004

 

IanCurley

1Mount Salus

KnocknacreeRoad

Dalkey

CoDublin

 

You were formerly party to a letter agreement withSmurfit International B.V. (the “First Letter”) confirming your right, on theterms set out in the First Letter, to receive a certain amount from the JeffersonSmurfit Group plc group of companies (the “Target”) in the event of theoccurrence of a Relevant Event (as defined therein) and are currently party toa letter agreement (the “Existing Letter”), dated as of July 4, 2002, withJefferson 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.

 

Theamended and re-stated agreement between us is as follows:

 

# 1.                                       If(a) a Relevant Event (as defined below) shall occur, and (b) within theRelevant Period, your contract of employment is terminated either (i) by you,or (ii) without just cause by JSG or any other Group company which is youremployer (whichever shall first occur), you will be entitled to receive fromJSG or one of its subsidiaries an aggregate amount equal to twice the annualrate of Remuneration (as defined below) payable to you by the Group companythat 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,“Relevant Period” shall mean the twelve-month period following the expiry ofsuch period of 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.

##  

## (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 contributions madeby your employing Group company or companies in respect of your annual salary(excluding any special or extraordinary contributions), and (iv) the cash valueof

 

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## any perks or benefits towhich you are customarily entitled; no other amounts will be included.

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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.

#  

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

#  

Pleasesign to confirm your acceptance of the terms and 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/ Ian J. Curley           |                                 |   |
| Ian J. Curley               |                                 |
|                             |                                      |  |  |  |

 

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