**Exhibit 4.9**

 

AMENDED AND RESTATED

MANAGEMENTEQUITY AGREEMENT

 

THIS AMENDED AND RESTATED MANAGEMENT EQUITYAGREEMENT (this “Agreement”) is made as of December 1, 2005 (the “EffectiveDate”), among JSG Packaging Limited, a private limited company organized underthe laws of Ireland (the “Company”), and each of the executives thatbecome party hereto from time to time pursuant to the Management Equity Plan(as hereinafter defined) by executing a signature page to be attachedhereto or is otherwise party to this Agreement by way of signature to the PriorAgreement (each, an “Executive”).

 

Each of the Executives party hereto haspreviously acquired Class A Convertible Shares, Class B ConvertibleShares, Class C Convertible Shares and Ordinary Shares, which had therights and privileges set forth in the Company’s Articles of Association andthat certain Management Equity Agreement, dated as of February 6, 2004 (asamended from time, the “Prior Agreement”).

 

The Company is party to that certain SharePurchase Agreement, dated as of November 23, 2005, by and among theCompany, JSG Acquisitions, Smurfit Kappa Feeder G.P. Limited (in its capacityas general partner of Smurfit Kappa Feeder Limited) (the “Kappa Investor”)and certain other Persons party thereto, pursuant to which, subject tosatisfaction or waiver of the conditions specified therein, a Subsidiary of theCompany has agreed to acquire all of the issued share capital of Kappa HoldingB.V. (as amended from time to time, the “Kappa Purchase Agreement”). Thedate that the purchase and sale of the issued share of Kappa Holding B.V. iscompleted is referred to herein as the “Kappa Completion Date.”

 

In connection with the transactionscontemplated by the Kappa Purchase Agreement, (i) each Ordinary Shareissued to Executives prior to the date of this Agreement is being reclassifiedas one Class A Ordinary Share, (ii) the Company is offering theExecutives the opportunity to convert, on a one-for-one basis, each Class AConvertible Share, Class B Convertible Share and Class C ConvertibleShare into, respectively, one Class E Convertible Share, Class FConvertible Share and Class G Convertible Share, and (iii) theCompany is offering to certain Electing Executives (as hereinafter defined) theopportunity to acquire Class H Convertible Shares which, upon vesting,will convert into Class I Convertible Shares in accordance with thisAgreement and which shall Class I Convertible Shares will be convertibleinto Class B Ordinary Shares upon payment of the Class I Conversion Price.

 

The Convertible Shares and Ordinary Sharesowned by an Executive, together with the Convertible Shares to be acquired byan Executive hereunder, are being issued pursuant to and subject to the JSGPackaging Limited Amended and Restated 2004 Management Equity Plan, a copy ofwhich is attached as Annex A hereto (as amended from time to time inaccordance with its terms, the “Management Equity Plan”). Capitalizedterms not otherwise defined herein have the meanings set forth in paragraph10 of this Agreement.

 

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The parties hereto agree as follows:

 

# 1.                                       Conversionand Purchase of Convertible Shares by Electing Executives.

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## (a)                                  Exchange. EachElecting Executive, by his or her signature hereto, agrees that on the last dayof the Election Period, automatically and without further action on the part ofany such Electing Executive, (i) each Class A Convertible Share ofthe Company owned by such Electing Executive shall convert into one Class EConvertible Share of the Company, such that after giving effect to suchconversion, such Electing Executive shall own an identical number of Class EConvertible Shares of the Company as the number of Class A ConvertibleShares of the Company owned by such Electing Executive immediately prior tosuch conversion, (ii) each Class B Convertible Share of the Companyowned by such Electing Executive shall convert into one Class FConvertible Share of the Company, such that after giving effect to suchconversion, such Electing Executive shall own an identical number of Class FConvertible Shares of the Company as the number of Class B ConvertibleShares of the Company owned by such Electing Executive immediately prior tosuch conversion, and (iii) each Class C Convertible Share of theCompany owned by such Electing Executive shall convert into one Class GConvertible Share of the Company, such that after giving effect to suchconversion, such Electing Executive shall own an identical number of Class GConvertible Shares of the Company as the number of Class C ConvertibleShares of the Company owned by such Electing Executive immediately prior tosuch conversion. For the avoidance of doubt, upon completion of the conversionreferred to in this paragraph 1(a), no Electing Executive shall have anyfurther right, title or interest in Class A Convertible Shares, Class BConvertible Shares or Class C Convertible Shares and each ElectingExecutive agrees to deliver to the Company, for cancellation, all certificatesrepresenting the Class A Convertible Shares, Class B ConvertibleShares and Class C Convertible Shares held by such holder.

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## (b)                                 Purchase of Class HConvertible Shares. At the Closing, each Electing Executive that, inaccordance with the signature pages hereto, has been offered by theCompany the opportunity to, and has elected to, acquire Class HConvertible Shares, shall subscribe in cash by electronic transfer inimmediately available funds or by check to the Company for, and the Companyshall issue to each such Electing Executive, the number of Class HConvertible Shares set forth on such Electing Executive’s signature page attachedhereto, at a price of €0.001 per share (“Class H ConvertibleSubscription Price”). At the Closing, the Company shall deliver to eachElecting Executive a copy of, and a receipt for, the certificate representingsuch Class H Convertible Shares purchased by such Electing Executive,against payment of the aggregate Class H Convertible Subscription Pricefor all the Class H Convertible Shares subscribed by such ElectingExecutive. By its execution hereof, each Electing Executive agrees that in theevent that the Kappa Completion Date does not occur on or prior to March 31,2006, each Class H Convertible Share shall be worth the Class HConvertible Subscription Price and such Electing Executive shall, at therequest of the Company made at any time and from time to time, Transfer suchnumber of Electing Executive’s Class H Convertible Shares to such Person(which may include the Company) as may be designated by the Companyfor a price per share equal to the Class H Convertible Subscription Price.

 

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## (c)                                  The Closing. Theclosing of the transactions contemplated by paragraph 1(b) foregoing (the “Closing”)shall take place at the offices of the Company at 10:00 a.m. on theEffective Date. At the Closing, the Company shall enter such Electing Executive’sname or, if applicable, the name of his nominee or custodian, on the Company’sregister of members as the holder of the number of Class H ConvertibleShares set forth on such Electing Executive’s signature page attachedhereto.

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## (d)                                 Family Member. Inevent that any Ordinary Shares or Convertible Shares of the Company are held byany Family Member (including as a result of transfer after the date hereof),the rights, obligations, restrictions and conditions applicable to ExecutiveStock pursuant to this Agreement will be applicable to shares of such ExecutiveStock issued to or held by any Family Member as if held by such Executive andthe issue or transfer to such Family Member shall be conditional upon suchFamily Member having agreed in writing to be bound by the provisions of thisAgreement.

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# 2.                                       Conversion Rules RegardingConvertible Shares.

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## (a)                                  Convertibility of Class AConvertible Shares, Class B Convertible Shares, Class C ConvertibleShares, Class E Convertible Shares, Class F Convertible Shares, Class GConvertible Shares and Class H Convertible Shares. Each Class AConvertible Share, Class B Convertible Share, Class C ConvertibleShare, Class E Convertible Share, Class F Convertible Share and Class GConvertible Share will automatically convert into one Class D ConvertibleShare in accordance with this Agreement once it has fully vested. Each Class HConvertible Share will automatically convert into one Class I ConvertibleShare in accordance with this Agreement once it has fully vested.

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## (b)                                 Vesting. Subjectto paragraph 2(c):

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### (i)                                     Each Executive’s Class AConvertible Shares shall become vested in accordance with the followingschedule, if, but only if, as of each such date such Executive is and hascontinued to be employed by or to serve as an officer or director for theCompany and its Subsidiaries:

 

| **Vesting Date**   | ** ** | **Cumulative Percentage of  Class A Convertible  Shares Vested** | ** ** |
|-------------------------|------------|-------------------------------------------------------------------------------------------|------------|
| December 31,  2005 |       | 33.3                                                                                      | %          |
| December 31,  2006 |       | 66.7                                                                                      | %          |
| December 31,  2007 |       | 100                                                                                       | %          |

 

None of an Executive’s Class AConvertible Shares shall become vested if such Executive ceases to be employedby, or to serve as an officer or director for, the Company or its 

 

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Subsidiaries prior to December 31, 2005.If any Executive ceases to be employed by, or to serve as an officer ordirector for, the Company or its Subsidiaries on any date other than any VestingDate set forth in this paragraph 2(b)(i) after December 31,2005, but prior to December 31, 2007, the cumulative percentage of suchExecutive’s Class A Cumulative Shares to become vested shall be determinedon a pro rata basis according to the number of days elapsed since theimmediately preceding Vesting Date. Notwithstanding the foregoing, upon theoccurrence of a Sale of the Company or a Listing, all of an Executive’s Class AConvertible Shares which have not previously vested shall become vested and shallconvert to an equal number of Class D Convertible Shares upon theoccurrence of such event; provided that no Class A ConvertibleShares shall vest for any Executive (or Executive’s transferees) upon theoccurrence of a Sale of the Company or a Listing if the Executive holding such Class AConvertible Shares or from whom the Class A Convertible Shares weretransferred is no longer employed by, or no longer serves as an officer ordirector for, the Company and its Subsidiaries as of the date of the occurrenceof the Sale of the Company or a Listing.

 

### (ii)                                  33.3% of theaggregate number of each Executive’s Class B Convertible Shares willbecome vested on each Applicable Class B Valuation Date if, but only if,the MDCP Co-Investor IRR as of such Applicable Class B Valuation Dateequals or exceeds 25%; provided that if the MDCP Co-Investor IRR as ofsuch Applicable Class B Valuation Date is greater than 15%, but less than25%, the percentage of the aggregate Class B Convertible Shares which willbecome vested as of such Applicable Class B Valuation Date shall be thepercentage determined by multiplying 3.33 by the number by which (A) theMDCP Co-Investor IRR as of the Applicable Class B Valuation Date exceeds (B) 15%.In the event that an Accelerated Valuation Date occurs prior to any Applicable Class BValuation Date, 100% of the Class B Convertible Shares not previouslyvested pursuant to this paragraph 2(b)(ii) will become vested as ofsuch Accelerated Valuation Date if, but only if, the MDCP Co-Investor IRR as ofsuch Accelerated Valuation Date equals or exceeds 25%; provided that ifthe MDCP Co-Investor IRR as of the Accelerated Valuation Date is greater than15%, but less than 25%, the percentage of Eligible Class B ConvertibleShares which shall vest as of such Accelerated Valuation Date shall be thepercentage determined by multiplying 10 by the number by which (A) theMDCP Co-Investor IRR as of the Accelerated Valuation Date exceeds (B) 15%.Vesting with respect to the Class B Convertible Shares shall be cumulativesuch that if the MDCP Co-Investor IRR as of an Accelerated Valuation Date orany subsequent Applicable Class B Valuation Date is greater than anypreceding Applicable Class B Valuation Date, the percentage of eachExecutive’s entire holding of Class B Convertible Shares vested shall berecalculated to be equal to the percentage vested for such AcceleratedValuation Date or subsequent Applicable Class B Valuation Date (i.e., ifthe MDCP Co-Investor IRR as of a preceding Applicable Class B ValuationDate was 15% and the MDCP Co-Investor IRR as of a subsequent Applicable Class BValuation Date is 20%, the aggregate percentage of Class B ConvertibleShares vested (inclusive of Class B Convertible Shares already vested asof such preceding Applicable Class B Valuation Date) with respect to bothApplicable Class B Valuation Dates shall be, effective as of thesubsequent Applicable Class B Valuation Date, 50%). For the 

 

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### avoidance of doubt, in the event that anAccelerated Valuation Date arises prior to any Applicable Class BValuation Date, the determination of vesting with respect to all unvested Class BConvertible Shares otherwise eligible for vesting on any subsequent Applicable Class BValuation Date shall be made solely as of such Accelerated Valuation Date andshall not be re-eligible for vesting as of such subsequent Applicable Class BValuation Date. Notwithstanding anything else to the contrary set forth in thisparagraph 2(b)(ii), no Class B Convertible Shares shall vest forany Executive (or Executive’s transferees) as of any Applicable Class BValuation Date or Accelerated Valuation Date if the Executive holding such Class BConvertible Shares or from whom the Class B Convertible Shares were transferredis no longer employed by, or no longer serves as an officer, or director for,the Company and its Subsidiaries as of such Applicable Class B ValuationDate or Accelerated Valuation Date.

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### (iii)                               100% of each Executive’sClass C Convertible Shares will become vested on the Class CValuation Date if, but only if, the MDCP Co-Investor IRR as of the Class CValuation Date is equal to or greater than 30%. In the event that anAccelerated Valuation Date occurs prior to the Class C Valuation Date,100% of the Class C Convertible Shares will become vested as of suchAccelerated Valuation Date if, but only if, the MDCP Co-Investor IRR as of suchAccelerated Valuation Date is equal to or greater than 30%. For the avoidanceof doubt, in the event that an Accelerated Valuation Date arises prior to the Class CValuation Date, the determination of vesting with respect to all unvested Class CConvertible Shares otherwise eligible for vesting on the subsequent Class CValuation Date shall be made solely as of such Accelerated Valuation Date andshall not be re-eligible for vesting as of such subsequent Class CValuation Date. Notwithstanding anything else to the contrary set forth in thisparagraph 2(b)(iii), no Class C Convertible Shares shall vest forany Executive (or Executive’s transferees) as of the Class C ValuationDate or Accelerated Valuation Date if the Executive holding such Class CConvertible Shares or from whom the Class C Convertible Shares weretransferred is no longer employed by, or no longer serves as an officer ordirector for, the Company and its Subsidiaries as of such Class CValuation Date or Accelerated Valuation Date.

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### (iv)                              Each Executive’s Class EConvertible Shares shall become vested in accordance with the followingschedule, if, but only if, as of each such date such Executive is and hascontinued to be employed by or to serve as an officer or director for theCompany and its Subsidiaries:

 

| **Vesting Date**   | ** ** | **Cumulative Percentage of  Class E Convertible  Shares Vested** | ** ** |
|-------------------------|------------|-------------------------------------------------------------------------------------------|------------|
| December 31,  2008 |       | 33.3                                                                                      | %          |
| December 31,  2009 |       | 66.7                                                                                      | %          |
| December 31,  2010 |       | 100                                                                                       | %          |

 

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None of an Executive’s Class EConvertible Shares shall become vested if such Executive ceases to be employedby, or to serve as an officer or director for, the Company or its Subsidiariesprior to December 31, 2008. If any Executive ceases to be employed by, orto serve as an officer or director for, the Company or its Subsidiaries on anydate other than any Vesting Date set forth in this paragraph 2(b)(iv) afterDecember 31, 2008, but prior to December 31, 2010, the cumulativepercentage of such Executive’s Class E Cumulative Shares to become vestedshall be determined on a pro rata basis according to the number of days elapsedsince the immediately preceding Vesting Date. Notwithstanding the foregoing,upon the occurrence of a Sale of the Company or a Listing, all of an Executive’sClass E Convertible Shares which have not previously vested shall becomevested and shall convert to an equal number of Class D Convertible Sharesupon the occurrence of such event; provided that no Class EConvertible Shares shall vest for any Executive (or Executive’s transferees)upon the occurrence of a Sale of the Company or a Listing if the Executiveholding such Class E Convertible Shares or from whom the Class EConvertible Shares were transferred is no longer employed by, or no longerserves as an officer or director for, the Company and its Subsidiaries as ofthe date of the occurrence of the Sale of the Company or a Listing.

 

### (v)                                 33.3% of the aggregatenumber of each Executive’s Class F Convertible Shares will become vestedon each Applicable Class F Valuation Date if, but only if, the MDCPCo-Investor IRR as of such Applicable Class F Valuation Date equals orexceeds 20%; provided that if the MDCP Co-Investor IRR as of suchApplicable Class F Valuation Date is greater than 15%, but less than 20%,the percentage of the aggregate Class F Convertible Shares which willbecome vested as of such Applicable Class F Valuation Date shall be thepercentage determined by multiplying 6.66 by the number by which (A) theMDCP Co-Investor IRR as of the Applicable Class F Valuation Date exceeds (B) 15%.In the event that an Accelerated Valuation Date occurs prior to any Applicable Class FValuation Date, 100% of the Class F Convertible Shares not previouslyvested pursuant to this paragraph 2(b)(v) will become vested as ofsuch Accelerated Valuation Date if, but only if, the MDCP Co-Investor IRR as ofsuch Accelerated Valuation Date equals or exceeds 20%; provided that ifthe MDCP Co-Investor IRR as of the Accelerated Valuation Date is greater than15%, but less than 20%, the percentage of Eligible Class F ConvertibleShares which shall vest as of such Accelerated Valuation Date shall be thepercentage determined by multiplying 20 by the number by which (A) theMDCP Co-Investor IRR as of the Accelerated Valuation Date exceeds (B) 15%.Vesting with respect to the Class F Convertible Shares shall be cumulativesuch that if the MDCP Co-Investor IRR as of an Accelerated Valuation Date orany subsequent Applicable Class F Valuation Date is greater than anypreceding Applicable Class F Valuation Date, the percentage of eachExecutive’s entire holding of Class F Convertible Shares vested shall berecalculated to be equal to the percentage vested for such AcceleratedValuation Date or subsequent Applicable Class F Valuation Date (i.e., ifthe MDCP Co-Investor IRR as of a preceding Applicable Class F Valuation 

 

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### Date was 15% and the MDCP Co-Investor IRR asof a subsequent Applicable Class F Valuation Date is 17.5%, the aggregatepercentage of Class F Convertible Shares vested (inclusive of Class FConvertible Shares already vested as of such preceding Applicable Class FValuation Date) with respect to both Applicable Class F Valuation Datesshall be, effective as of the subsequent Applicable Class F ValuationDate, 50%). For the avoidance of doubt, in the event that an AcceleratedValuation Date arises prior to any Applicable Class F Valuation Date, thedetermination of vesting with respect to all unvested Class F ConvertibleShares otherwise eligible for vesting on any subsequent Applicable Class FValuation Date shall be made solely as of such Accelerated Valuation Date andshall not be re-eligible for vesting as of such subsequent Applicable Class FValuation Date. Notwithstanding anything else to the contrary set forth in thisparagraph 2(a)(v), no Class F Convertible Shares shall vest for anyExecutive (or Executive’s transferees) as of any Applicable Class FValuation Date or Accelerated Valuation Date if the Executive holding such Class FConvertible Shares or from whom the Class F Convertible Shares weretransferred is no longer employed by, or no longer serves as an officer, ordirector for, the Company and its Subsidiaries as of such Applicable Class FValuation Date or Accelerated Valuation Date.

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### (vi)                              100% of each Executive’s Class GConvertible Shares will become vested on the Class G Valuation Date if,but only if, the MDCP Co-Investor IRR as of the Class G Valuation Date isequal to or greater than 25%. In the event that an Accelerated Valuation Dateoccurs prior to the Class G Valuation Date, 100% of the Class GConvertible Shares will become vested as of such Accelerated Valuation Date if,but only if, the MDCP Co-Investor IRR as of such Accelerated Valuation Date isequal to or greater than 25%. For the avoidance of doubt, in the event that anAccelerated Valuation Date arises prior to the Class G Valuation Date, thedetermination of vesting with respect to all unvested Class G ConvertibleShares otherwise eligible for vesting on the subsequent Class G ValuationDate shall be made solely as of such Accelerated Valuation Date and shall notbe re-eligible for vesting as of such subsequent Class G Valuation Date. Notwithstandinganything else to the contrary set forth in this paragraph 2(b)(vi), no Class GConvertible Shares shall vest for any Executive (or Executive’s transferees) asof the Class G Valuation Date or Accelerated Valuation Date if theExecutive holding such Class G Convertible Shares or from whom the Class GConvertible Shares were transferred is no longer employed by, or no longerserves as an officer or director for, the Company and its Subsidiaries as ofsuch Class G Valuation Date or Accelerated Valuation Date.

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### (vii)                           33.3% of the aggregatenumber of each Executive’s Class H Convertible Shares will become vestedon each Applicable Class H Valuation Date if, but only if, the MDCPCo-Investor IRR as of such Applicable Class H Valuation Date equals orexceeds 20%; provided that if the MDCP Co-Investor IRR as of suchApplicable Class H Valuation Date is greater than 15%, but less than 20%,the percentage of the aggregate Class H Convertible Shares which willbecome vested as of such Applicable Class H Valuation Date shall be thepercentage determined by multiplying 6.66 by the number by which (A) theMDCP Co-Investor IRR as of the Applicable Class H Valuation Date exceeds (B) 15%.In the event that an Accelerated Valuation Date occurs prior to any 

 

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### Applicable Class H Valuation Date, 100%of the Class H Convertible Shares not previously vested pursuant to this paragraph2(b)(vii) will become vested as of such Accelerated Valuation Date if,but only if, the MDCP Co-Investor IRR as of such Accelerated Valuation Dateequals or exceeds 20%; provided that if the MDCP Co-Investor IRR as ofthe Accelerated Valuation Date is greater than 15%, but less than 20%, thepercentage of Eligible Class H Convertible Shares which shall vest as ofsuch Accelerated Valuation Date shall be the percentage determined bymultiplying 20 by the number by which (A) the MDCP Co-Investor IRR as ofthe Accelerated Valuation Date exceeds (B) 15%. Vesting with respect tothe Class H Convertible Shares shall be cumulative such that if the MDCPCo-Investor IRR as of an Accelerated Valuation Date or any subsequentApplicable Class H Valuation Date is greater than any preceding ApplicableClass H Valuation Date, the percentage of each Executive’s entire holdingof Class H Convertible Shares vested shall be recalculated to be equal tothe percentage vested for such Accelerated Valuation Date or subsequentApplicable Class H Valuation Date (i.e., if the MDCP Co-Investor IRR as ofa preceding Applicable Class H Valuation Date was 15% and the MDCPCo-Investor IRR as of a subsequent Applicable Class H Valuation Date is17.5%, the aggregate percentage of Class H Convertible Shares vested(inclusive of Class H Convertible Shares already vested as of suchpreceding Applicable Class H Valuation Date) with respect to bothApplicable Class H Valuation Dates shall be, effective as of thesubsequent Applicable Class H Valuation Date, 50%). For the avoidance ofdoubt, in the event that an Accelerated Valuation Date arises prior to anyApplicable Class H Valuation Date, the determination of vesting withrespect to all unvested Class H Convertible Shares otherwise eligible forvesting on any subsequent Applicable Class H Valuation Date shall be madesolely as of such Accelerated Valuation Date and shall not be re-eligible forvesting as of such subsequent Applicable Class H Valuation Date. Notwithstandinganything else to the contrary set forth in this paragraph 2(a)(vii), no Class HConvertible Shares shall vest for any Executive (or Executive’s transferees) asof any Applicable Class H Valuation Date or Accelerated Valuation Date ifthe Executive holding such Class H Convertible Shares or from whom the Class HConvertible Shares were transferred is no longer employed by, or no longerserves as an officer, or director for, the Company and its Subsidiaries as ofsuch Applicable Class H Valuation Date or Accelerated Valuation Date.

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### (viii)                        Notwithstanding the provisionsof paragraphs (i) - (vii) foregoing, as a condition to acceleratedvesting of such Executive’s Convertible Shares in connection with a Sale of theCompany, such Executive shall, if requested by the purchaser of the Company andfor no additional consideration therefor, agree to continued employment for upto 12 months following such Sale of the Company so long as such Executive’scompensation package and job description immediately following such Sale of theCompany is substantially similar with respect to remuneration (other than withrespect to equity participation), scope of duties, responsibility and joblocation to such Executive’s compensation package and job descriptionimmediately prior to such event.

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### (ix)                                The MDCP Co-InvestorIRR on any Applicable Valuation Date shall be determined with reference to theTotal Value of the Company and its Subsidiaries as of such Applicable ValuationDate, which Total Value (including the components thereof) 

 

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### shall be determined, to the extent possible,on the basis of the audited annual financial statements for the Company and itsSubsidiaries for the period ended on such Applicable Valuation Date andotherwise in good faith by the Company. The MDCP Co-Investor IRR as of suchApplicable Valuation Date shall be calculated (A) assuming that on suchApplicable Valuation Date, the MDCP Co-Investors are receiving MDCP Co-InvestorCash Inflows for any Preferred Equity Securities equal to the stated valuethereof plus accrued but unpaid dividends thereon, are receiving MDCPCo-Investor Cash Inflows in an aggregate amount equal to the dividend or salepreference (if any) on the Class A Ordinary Shares owned by the MDCPCo-Investors, and with respect to their Ordinary Shares are receiving MDCPCo-Investor Cash Inflows equal to the Total Value multiplied by the percentageof fully-diluted Ordinary Shares of the Company held by the MDCP Co-Investorsas of such Applicable Valuation Date and (B) with regard to all sales ofequity securities prior to such Applicable Valuation Date by calculating allMDCP Co-Investor Cash Inflows received or receivable with respect to suchequity securities sold prior to such Applicable Valuation Date. The MDCPCo-Investor IRR on an Accelerated Valuation Date that arises as a result of aSale of the Company shall be determined on the basis of the aggregate MDCPCo-Investor Cash Inflows received or receivable by the MDCP Co-Investors inrespect of all sales of equity securities of the Company by the MDCPCo-Investors through and including such Accelerated Valuation Date (and in theevent that the MDCP Co-Investors have not sold all of their equity securitiesas of such Accelerated Valuation Date, assuming that the MDCP Co-Investorswould sell their remaining Preferred Equity Securities at an amount equal tothe stated value thereof plus accrued and unpaid dividends thereon and itsremaining Ordinary Shares at the average price per share received or receivableby the MDCP Co-Investors in respect of their Ordinary Shares through suchAccelerated Valuation Date and would receive the aggregate dividend or salepreference (if any) on their remaining Ordinary Shares). The MDCP Co-InvestorIRR on an Accelerated Valuation Date that arises as a result of a Listing shallbe determined assuming that the MDCP Co-Investors will receive MDCP Co-InvestorCash Inflows on such Accelerated Valuation Date with respect to all of theirthen-outstanding Ordinary Shares at the gross per share offering price forOrdinary Shares on the date that the Listing becomes effective (the “OfferingPrice”), will receive MDCP Co-Investor Cash Inflows in respect of all oftheir then-outstanding Preferred Equity Securities in an amount equal to thestated value thereof plus accrued and unpaid dividends and will receive MDCPCo-Investor Cash Inflows in respect of any sale or dividend preference thenexisting on the Class A Ordinary Shares, determined after giving effect topayment or conversion of such preference in connection with such Listing (withit being understood that all MDCP Co-Investor Cash Outflows and MDCPCo-Investor Cash Inflows for the MDCP Co-Investors with respect to OrdinaryShares sold prior to the date of such Listing shall be disregarded in calculatingMDCP Co-Investor IRR on an Accelerated Valuation Date that arises as a resultof a Listing).

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### (x)                                   In determining MDCPCo-Investor IRR for purposes of calculating vesting with respect to Class BConvertible Shares, Class F Convertible Shares and Class HConvertible Shares, as of any date of determination, all Class AConvertible Shares and all Class E Convertible Shares shall be assumed tohave vested and been converted into 

 

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### Class D Convertible Shares, a number of Class BConvertible Shares, Class F Convertible Shares and Class HConvertible Shares that would be vested and convertible as a result of the MDCPCo-Investor IRR calculation as of the date of determination shall be assumed tohave vested and been converted into Class D Convertible Shares and Class IConvertible Shares, as applicable, no Class C Convertible Shares or Class GConvertible Shares shall be assumed to have vested and been converted into Class DConvertible Shares, and all Class D Convertible Shares and Class IConvertible Shares (including, in each case, as assumed issued as a result ofthis sentence) shall be assumed to have been converted into Ordinary Shares. Indetermining MDCP Co-Investor IRR for purposes of calculating vesting withrespect to the Class C Convertible Shares and Class G ConvertibleShares, as of any date of determination, all Class A Convertible Shares, Class BConvertible Shares, Class C Convertible Shares, Class E ConvertibleShares, Class F Convertible Shares, Class G Convertible Shares and Class HConvertible Shares shall be assumed to have vested and been converted into Class DConvertible Shares and Class I Convertible Shares, as applicable, and all Class DConvertible Shares and Class I Convertible Shares (including, in eachcase, as assumed issued as a result of this sentence) shall be assumed to havebeen converted into Ordinary Shares.

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### (xi)                                In addition to thevesting otherwise herein described, all or any portion of the Class AConvertible Shares, Class B Convertible Shares, Class C ConvertibleShares, Class E Convertible Shares, Class F Convertible Shares, Class GConvertible Shares and Class H Convertible Shares may be vested inthe discretion of the Board exercised at any time; provided that,notwithstanding the foregoing, in no event shall the Board provide foraccelerated vesting of the Class H Convertible Shares unless itcontemporaneously provides for accelerated vesting, on a ratable basis, of the Class BConvertible Shares and Class F Convertible Shares.

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## (c)                                  Effect ofTermination on Vesting. If at any time for any reason an Executive is nolonger an employee of the Company or any of its Subsidiaries and also is nolonger a director of the Company or any of its Subsidiaries, such Executive’sConvertible Shares shall be vested and fully convertible with respect to thatportion of such Executive’s Convertible Shares that were vested and convertibleon the date of such termination (such Executive’s “Termination Date”),and, unless otherwise determined by the Board, any portion of such Executive’sConvertible Shares that were not vested and convertible as of such Executive’sTermination Date shall not vest from and after the Termination Date and shallnot be convertible into Class D Convertible Shares or Class IConvertible Shares, as applicable, from and after the Termination Date.

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## (d)                                 ConversionProcedures for Class D Convertible Shares and Class I ConvertibleShares. An Executive may, upon payment in full in cash of the Class DConversion Price per share, convert all or any portion of his or heroutstanding Class D Convertible Shares into Class A Ordinary Sharesat any time and from time to time and may, upon payment in full in cash of the Class IConversion Price per share, convert all or any portion of his or heroutstanding Class I Convertible Shares into Class B Ordinary Sharesat any time and from time to time. As a condition to any conversion of any Class DConvertible Shares and/or Class I Convertible Shares, such Executive shallprovide the Company with such evidence, representations, 

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## agreements or assurances as required by the Management Equity Plan. AnExecutive shall effect conversion of his Class D Convertible Shares into Class AOrdinary Shares and/or Class I Convertible Shares into Class BOrdinary Shares by delivering (i) written notice of such conversion to theCompany (to the attention of the Company’s Chief Executive Officer orSecretary), together with such Executive’s written acknowledgment that he orshe has read and has been afforded an opportunity to ask questions to themanagement of the Company regarding all financial and other informationprovided to or requested by such Executive regarding the Company and (ii) payment(x) in the case of conversion of Class D Convertible Shares, of an amountequal to the product of (A) the Class D Conversion Price per sharemultiplied by (B) the number of Ordinary Shares to be acquired upon suchconversion and (y) in the case of conversion of Class I ConvertibleShares, of an amount equal to the product of (A) the Class IConversion Price per share multiplied by (B) the number of Ordinary Sharesto be acquired upon such conversion. Payment of the conversion price for Class DConvertible Shares and Class I Convertible Shares shall be made in cash(including check, bank draft or money order) or, in the sole discretion of theBoard, by delivery of a promissory note (if in accordance with policiesapproved by the Board). No Convertible Share issued hereunder or uponconversion of any other class of Convertible Shares, shall be convertibleafter the seventh anniversary of the Underlying Date of Issuance. When usedherein, the “Underlying Date of Issuance” means (i) with respect to any Class AConvertible Share, Class B Convertible Share or Class C ConvertibleShare, the date of issuance for such Convertible Share (or in the event thatsuch Convertible Share was issued in exchange for a Convertible Share ofJefferson Smurfit Group Limited, the date of issuance of such Convertible Shareof Jefferson Smurfit Group Limited), (ii) with respect to any Class EConvertible Share, Class F Convertible Share, or Class G ConvertibleShare issued upon conversion of a Class A Convertible Share, Class BConvertible Share or Class C Convertible Share, respectively, the KappaCompletion Date, (iii) with respect to any Class E Convertible Share,Class F Convertible Share or Class G Convertible Share otherwiseissued by the Company, the date of issuance of such Class E ConvertibleShare, Class F Convertible Share or Class G Convertible Share, (iv) withrespect to any Class H Convertible Share issued on or prior to the KappaCompletion Date, the Kappa Completion Date, (v) with respect to any Class HConvertible Share issued after the Kappa Completion Date, the date of issuanceof such Class H Convertible Share, and (vi) with respect to any Class DConvertible Share or Class I Convertible Share, the date of issuance forthe Class A Convertible Share, the Class B Convertible Share, the Class CConvertible Share, the Class E Convertible Share, the Class FConvertible Share, the Class G Convertible Share or the Class HConvertible Share from which such Class D Convertible Share or Class IConvertible Share has been converted.

##  

# 3.                                       Representationsand Warranties: Acknowledgments.

#  

## (a)                                  In connection withthe purchase and sale of Executive Stock, each Executive represents andwarrants as follows:

##  

### (i)                                     Executive Stockpreviously acquired by, or being acquired by such Executive pursuant to thisAgreement, shall not be disposed of in contravention of applicable securitieslaws.

 

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### (ii)                                  Such Executive issophisticated in financial matters and is able to evaluate the risks andbenefits of the investment in the Executive Stock.

###  

### (iii)                               Such Executive is ableto bear the economic risk of such Executive’s investment in Executive Stockacquired hereunder for an indefinite period of time and acknowledges that theExecutive Stock may not be sold in contravention of applicable securitieslaws.

###  

### (iv)                              This Agreementconstitutes the legal, valid and binding obligation of such Executive,enforceable in accordance with its terms, and the execution, delivery andperformance of this Agreement by such Executive do not and will not conflictwith, violate or cause a breach of any agreement, contract or instrument towhich such Executive is a party or any judgment, order or decree to which suchExecutive is subject.

###  

### (v)                                 Any such ElectingExecutive (or a Family Member of such Electing Executive) is the beneficialowner of all of the Class A Convertible Shares, Class B ConvertibleShares and Class C Convertible Shares of the Company being convertedhereunder free and clear of all liens, encumbrances, charges, security interests,or restrictions on transfer and, as applicable, such Electing Executive hasreceived for the benefit of the Company an agreement of such Family Member tothe conversion of such Class A Convertible Shares, Class BConvertible Shares and Class C Convertible Shares as herein provided andthe agreement of such Family Member to be bound by this Agreement.

###  

## (b)                                 As an inducement tothe Company to issue Executive Stock hereunder to each Electing Executive andto each Executive to enter into this Agreement, and as a condition thereto,each such Executive acknowledges and agrees that:

##  

### (i)                                     neither theissuance of the Executive Stock hereunder to such Executive nor any provisioncontained herein shall entitle such Executive to remain in the employment of,or to serve as an officer or director to, the Group Companies or affect theright of the Company to terminate such Executive’s employment or service as anofficer, or director at any time;

###  

### (ii)                                  this Agreement andthe Management Equity Plan shall not form part of any contract ofemployment or contract for services between the Company or any Subsidiary andeach Executive;

###  

### (iii)                               the benefit to eachExecutive of participation in this Agreement and the Management Equity Planshall not form any part of his remuneration or count as hisremuneration for any purpose and shall not be pensionable;

###  

### (iv)                              if an Executive ceases tobe employed by the Company or any Subsidiary, he shall not be entitled tocompensation for the loss of any right or benefit or prospective right orbenefit under this Agreement and the Management Equity Plan 

 

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### whether by way of damages for unfairdismissal, wrongful dismissal, breach of contract or otherwise;

###  

### (v)                                 the Company shall haveno duty or obligation to disclose to such Executive, and such Executive shallhave no right to be advised of, any material information regarding the Companyand its Subsidiaries at any time prior to, upon or in connection with therepurchase of Executive Stock upon the termination of such Executive’semployment with the Company and its Subsidiaries, the transfer of ExecutiveStock pursuant to paragraphs 4, 5, or 8 hereto, theconversion of a Convertible Share granted hereunder or as otherwise providedhereunder;

###  

### (vi)                              in the case of anExecutive that is a Non-Electing Executive, the value of the Class EConvertible Shares, Class F Convertible Shares and Class GConvertible Shares, respectively, may be greater, either now or at anytime in the future, than the value of the Class A Convertible Shares, Class BConvertible Shares and Class C Convertible Shares owned by suchNon-Electing Executive, such Non-Electing Executive has conducted his or herown independent evaluation and made his or her own analysis as such Non-ElectingExecutive has deemed necessary, prudent or advisable in order for suchNon-Electing Executive to elect not to complete the exchange referred to inparagraph 1 hereof, such Non-Electing Executive is entering into this Agreementwithout reliance upon any oral or written representations and warranties of anykind or nature by the Company or any of its Subsidiaries or Affiliates or anyof their respective officers, directors, partners or employees, and that suchNon-Electing Executive has not relied upon any statement of the Company or anyof its Subsidiaries or Affiliates or any of their respective officers,directors, partners or employees regarding the value of the various classes ofConvertible Shares and that no representation or warranty has been or is beingmade by the Company or any of its Subsidiaries or Affiliates or any of theirrespective officers, directors, partners and employees regarding the value ofthe various classes of Convertible Shares; and

###  

### (vii)                           in the case of an Executivethat is an Electing Executive, the value of the Class E ConvertibleShares, Class F Convertible Shares and Class G Convertible Shares,respectively, may be less, either now or at any time in the future, thanthe value of the Class A Convertible Shares, Class B ConvertibleShares and Class C Convertible Shares owned by such Electing Executiveprior to the exchange completed pursuant to paragraph 1 hereof, that suchElecting Executive has conducted his or her own independent evaluation and madehis or her own analysis as such Electing Executive has deemed necessary,prudent or advisable in order for such Electing Executive to elect to completethe exchange referred to in paragraph 1 hereof, that such Electing Executive isentering into this Agreement without reliance upon any oral or writtenrepresentations and warranties of any kind or nature by the Company or any ofits Subsidiaries or Affiliates or any of their respective officers, directors,partners or employees, and that such Electing Executive has not relied upon anystatement of the Company or any of its Subsidiaries or Affiliates or any oftheir respective officers, directors, partners or employees regarding the valueof the various classes of Convertible Shares and that no representation orwarranty has been or is being made by the Company or any of its Subsidiaries or

 

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### Affiliates or any of their respectiveofficers, directors, partners and employees regarding the value of the variousclasses of Convertible Shares.

###  

# 4.                                       RedemptionOption.

#  

## (a)                                  In the event (i) anyExecutive ceases to be employed by, or to serve as an officer, or director for,the Company or its Subsidiaries for any reason or, (ii) a Corporate FamilyMember of an Executive ceases for any reason to be a Corporate Family Member ofsuch Executive and thereafter fails to comply with the requirements ofparagraph 4(h) hereof, or (iii) any Corporate Family Member of anExecutive shall fail to comply with any requirement made pursuant to paragraph4(i) hereof (any such event being in respect of such Executive orCorporate Family Member, his or its “Termination”), all of theRedeemable Stock held by such Executive or, as the case may be, suchCorporate Family Member (whether held by such Executive or Corporate FamilyMember or one or more of such Executive’s transferees) may be redeemed orpurchased by the Company, the MDCP Co-Investors (in the case of redemptions orpurchases of Redeemable Stock that are Class A Convertible Shares, Class BConvertible Shares, Class C Convertible Shares, Class D ConvertibleShares, Class E Convertible Shares, Class F Convertible Shares, Class GConvertible Shares and Class A Ordinary Shares (the “MDCP RedeemableStock”)) or the Kappa Investor (in the case of redemptions or purchases ofRedeemable Stock that are Class H Convertible Shares, Class IConvertible Shares or Class B Ordinary Shares (the “Kappa InvestorRedeemable Stock”)) pursuant to the terms and conditions set forth in thisparagraph 4 (the “Redemption Option”). For the avoidance of doubt (butwithout prejudice to rights to redeem or purchase Ordinary Shares issued orissuable upon conversion of Convertible Shares), Ordinary Shares purchaseddirectly from the Company (excluding for this purpose Ordinary Shares issued orissuable upon conversion of Convertible Shares) are not subject to redemptionor purchase pursuant to this paragraph 4 or otherwise.

##  

## (b)                                 In the case of anyTermination other than a termination of an Executive’s employment for Cause,the purchase price for each Class A Convertible Share, Class BConvertible Share, Class C Convertible Share, Class E ConvertibleShare, Class F Convertible Share, Class G Convertible Share and Class HConvertible Share shall be such Executive’s Original Cost for such share, andthe purchase price for each Class D Convertible Share, Class IConvertible Share and Ordinary Share shall be the Fair Market Value for suchshare. In the event of an Executive’s termination for Cause, the purchase pricefor each Convertible Share and each Ordinary Share shall be the lower of (i) theFair Market Value of such share and (ii) the Original Cost for such share.

##  

## (c)                                  The Company may electto redeem or purchase all or any portion of an Executive’s Redeemable Stock bydelivering written notice (the “Redemption Notice”) to the holder orholders of such Executive’s Redeemable Stock within 90 days after suchExecutive’s Termination (180 days in the case of such Executive’s Terminationupon death or disability). The Redemption Notice shall set forth the number ofshares of Redeemable Stock to be acquired from each holder of such Executive’sRedeemable Stock, the aggregate consideration to be paid for such shares andthe time and place for the closing of the transaction. The number of shares to beredeemed or purchased by the Company shall first be satisfied to the extentpossible from the shares of Redeemable Stock held by such Executive at the timeof delivery of the Redemption 

 

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## Notice. If the number of shares of Redeemable Stock then held by suchExecutive is less than the total number of shares of Redeemable Stock theCompany has elected to redeem or purchase, the Company shall purchase theremaining shares elected to be redeemed or purchased from the other holder(s)of such Executive’s Redeemable Stock under this Agreement, pro rata accordingto the number of shares of such Executive’s Redeemable Stock held by such otherholder(s) at the time of delivery of such Redemption Notice (determined asclose as practicable to the nearest whole shares). The number of shares ofRedeemable Stock to be purchased hereunder shall be allocated among suchExecutive and the other holders of such Executive’s Redeemable Stock (if any)pro rata according to the number of shares of such Executive’s Redeemable Stockto be purchased from such persons.

##  

## (d)                                 If for any reasonfollowing an Executive’s Termination, the Company does not elect to purchaseall of such Executive’s Redeemable Stock pursuant to the Redemption Option, theMDCP Co-Investors shall be entitled to exercise the Redemption Option for theshares of MDCP Redeemable Stock the Company has not elected to purchase inaccordance with paragraph 4(c) (the “MDCP Available Shares”)and the Kappa Investor shall be entitled to exercise the Redemption Option forthe shares of Kappa Redeemable Stock the Company has not elected to purchase inaccordance with paragraph 4(c) (the “Kappa Investor AvailableShares”). As soon as practicable after the Company has determined thatthere will be MDCP Available Shares or Kappa Investor Available Shares, but inany event within 45 days after such Executive’s Termination, the Company shallgive written notice (the “Redemption Option Notice”) to the MDCPCo-Investors and/or the Kappa Investor, as applicable, setting forth the numberof MDCP Available Shares and/or Kappa Investor Available Shares and theaggregate purchase price therefor. The MDCP Co-Investors may elect topurchase any or all of the MDCP Available Shares by giving written notice tothe Company within 30 days after the Redemption Option Notice has been given bythe Company and the Kappa Investor may elect to purchase any or all of theKappa Investor Available Shares by giving written notice to the Company within30 days after the Redemption Option Notice has been given by the Company. Assoon as practicable, and in any event within ten days after the expiration ofthe 30-day period set forth above, the Company shall notify each holder ofRedeemable Stock as to the number of shares being purchased from such holderhereunder by the MDCP Co-Investors and/or the Kappa Investor (the “SupplementalRedemption Notice”). At the time the Company delivers the SupplementalRedemption Notice to the holder(s) of Redeemable Stock, the Company shall alsodeliver written notice to the MDCP Co-Investors and the Kappa Investor settingforth the number of shares the MDCP Co-Investors and the Kappa Investor areentitled to purchase, the aggregate purchase price and the time and place of theclosing of the transaction.

##  

## (e)                                  The closing of thepurchase and sale of the Redeemable Stock pursuant to the Repurchase Optionshall take place on the date designated by the Company in the Redemption Noticeor Supplemental Redemption Notice (as the case may be), which date shallnot be more than 60 days nor less than five days after the delivery of thelater of either such notice to be delivered. The Company and/or the Investorsshall pay for the Redeemable Stock to be purchased pursuant to the Redemption Optionby delivery of a check or wire transfer of funds in the aggregate amount of thepurchase price for such shares. The purchasers of Redeemable Stock hereundershall be entitled to receive customary representations and warranties from thesellers regarding the sellers’ good title to such shares free and clear of anyliens or encumbrances).

 

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## (f)                                    In the event thatthe Company, the MDCP Co-Investors or the Kappa Investor elect to exerciserights to redeem or purchase Redeemable Stock pursuant to this paragraph 4,the Company, MDCP Co-Investors and the Kappa Investor shall make all RedeemableStock acquired pursuant to this paragraph 4 available for sale to anymember of the Company’s management approved in accordance with the ManagementEquity Plan as promptly as practicable after a transferee has been identifiedin accordance with the Management Equity Plan; provided that theobligations of the Company, the MDCP Co-Investors and the Kappa Investorpursuant to this paragraph 4(f) shall be subject to the managementmember so identified purchasing the Convertible Shares or Ordinary Shares atthe same price, in the same manner and on the same terms on which the Company,the MDCP Co-Investors and the Kappa Investor acquired the Redeemable Stock.

##  

## (g)                                 The right of theCompany, the MDCP Co-Investors and the Kappa Investor to repurchase Class DConvertible Shares, Class H Convertible Shares and Ordinary Sharespursuant to this paragraph 4 shall terminate upon the earlier of a Saleof the Company or a Listing.

##  

## (h)                                 If any CorporateFamily Member shall cease to be a Corporate Family Member of an Executive, itshall be required forthwith to notify the Company of the fact and the manner ofsuch cessation and within 30 days thereafter to transfer all Executive Stockheld by it to such Executive and/or his Family Members.

##  

## (i)                                     The Company shallbe entitled at any time to require any Corporate Family Member to procure thecertification to the Company of the persons owning the voting shares of suchCorporate Family Member and of the manner in which appointments of itsdirectors are controlled, and of the beneficial ownership of all shares of suchCorporate Family Member entitled to all of the capital, dividend and other economicinterests therein, and to require that such certification shall be supported byappropriate opinions and/or declarations of counsel and directors of suchCorporate Family Member.

##  

## (j)                                     If any CorporateFamily Member shall fail to comply with a requirement of the Company madehereunder to the reasonable satisfaction of the Company and within a periodreasonably specified by the Company for compliance, the Company shall beentitled by 30 days notice in writing to such Corporate Family Member todeclare that unless it shall have complied with such requirement to the Company’sreasonable satisfaction within the period of such notice, it shall thereuponcease to be a Corporate Family Member and sub-paragraph (h) of this paragraph4 shall thereupon have effect.

##  

# 5.                                       Restrictionson Transfer.

#  

## (a)                                  Transfer ofExecutive Stock. No Executive shall sell, transfer, assign, pledge orotherwise dispose of (whether with or without consideration and whethervoluntarily or involuntarily or by operation of law) (a “Transfer”) anyinterest in any shares of Executive Stock, except pursuant to the provisions ofparagraph 4 hereof, this paragraph 5 or in connection with a Saleof the Company, unless otherwise agreed to by the Company.

 

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## (b)                                 Certain PermittedTransfers. The restrictions contained in this paragraph 5 shall notapply with respect to transfers of shares of Executive Stock (i) pursuantto applicable laws of descent and distribution, (ii) to an Executive’sFamily Member, or (iii) to Corporate Family Members of such Executive;provided that such restrictions shall continue to be applicable to shares ofsuch Executive Stock after any such transfer and the transferees of suchExecutive Stock shall have agreed in writing to be bound by the provisions ofthis Agreement.

##  

## (c)                                  Tag-Along Rights.At least 30 days prior to any sale by any MDCP Co-Investor or the KappaInvestor (as applicable, the “Transferring Shareholder”) of OrdinaryShares (excluding any Transfer or series of related Transfers (w) of up toan aggregate of 5% of the aggregate Ordinary Shares held by such TransferringShareholder as of the Effective Date (in the case of the MDCP Co-Investors) orKappa Completion Date (in the case of the Kappa Investor) (aggregating allTransfers made on or after the Effective Date or the Kappa Completion Date, asapplicable), (x) in a Public Sale, (y) to any of its members or Affiliates ortheir members, partners, shareholders or Affiliates, or (z) to a member ofmanagement of the Company and its Subsidiaries (the “Excluded Transfers”)),such Transferring Shareholder shall deliver written notice (the “Sale Notice”)to each Executive specifying in reasonable detail the identity of theprospective transferee(s), the number of shares to be sold and the terms andconditions of the proposed Transfer. Each Executive may elect to includeany Ordinary Shares, Class D Convertible Shares and Class IConvertible Shares in the contemplated Transfer at the same price per share andon the same terms by delivering written notice to the Transferring Shareholderwithin 30 days after delivery of the Sale Notice; provided that in theevent that an Executive elects to transfer Class D Convertible Sharesand/or Class I Convertible Shares pursuant to this paragraph 5(c),the price per share paid to an Executive in respect of each Class DConvertible Share and/or Class I Convertible Share shall be reduced by theClass D Conversion Price per share for such Class D Convertible Shareand the Class I Conversion Price per share for such Class IConvertible Share and upon such Transfer and the payment of the per shareprice, each such Class D Convertible Share shall be convertible into one Class AOrdinary Share upon payment of the Class D Conversion Price per share tothe Company and each such Class I Convertible Share shall be convertibleinto one Class B Ordinary Share upon payment of the Class IConversion Price per share to the Company. If any Executive has elected toparticipate in such Transfer, each of the Transferring Shareholders and eachsuch Executive shall be entitled to sell in the contemplated Transfer, at thesame price and on the same terms (in each case, subject to the proviso to theimmediately foregoing sentence), a number of Ordinary Shares, Class DConvertible Shares and Class I Convertible Shares equal to the product of (i) thequotient determined by dividing (A) the percentage of Ordinary Shares, Class DConvertible Shares and Class I Convertible Shares owned by such Person by (B) theaggregate percentage of Ordinary Shares, Class D Convertible Shares and Class IConvertible Shares collectively owned by all persons participating in suchTransfer and (ii) the aggregate number of Ordinary Shares to be sold inthe contemplated Transfer. For purposes of clause (i) and clause (ii) ofthe foregoing sentence, (x) in determining the number of Class B OrdinaryShares owned by the Kappa Investor, such Kappa Investor shall be deemed to ownan additional number of Ordinary Shares determined by multiplying the number ofall issued Class D Convertible Shares by the Relevant Proportion and (y)in determining the number of Class A Ordinary Shares owned by the MDCPCo-Investors and the Additional Investors, each MDCP Co-Investor and eachAdditional Investor 

 

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## shall be deemed to own an additional number of Ordinary Sharesdetermined by multiplying the number of all issued Class I ConvertibleShares by the Applicable Portion of such MDCP Co-Investor or Additional Investor,as the case may be.

##  

For example, if theSale Notice contemplated a sale of 100 Ordinary Shares, and if the MDCPCo-Investors participating in such Transfer at such time own 40% of allOrdinary Shares and if an Executive elects to participate and such Executiveowns 2% of all Ordinary Shares and if other persons owning an aggregate of 10%of all Ordinary Shares elect to participate in the contemplated sale, the MDCPCo-Investors would be entitled to sell 76.9 shares (40% ÷ 52% x 100 shares),such Executive would be entitled to sell 3.9 shares (2% ÷ 52% x 100 shares) andthe other persons would be entitled to sell 19.2 shares in the aggregate (10% ÷52% x 100 shares).

 

Each person transferring Ordinary Shares, Class DConvertible Shares and/or Class I Convertible Shares pursuant to this paragraph5(c) shall pay his, her or its pro rata share (determined on the basisof consideration received or receivable by such person in such transactionrelative to the aggregate consideration received or receivable by all personsparticipating in such transaction in their capacity as selling stockholders) ofthe reasonable expenses incurred by the persons transferring shares inconnection with such Transfer and shall be obligated to join in anyindemnification or other obligations that the Transferring Shareholder agreesto provide in connection with such Transfer (other than any such obligationsthat relate specifically to another person such as indemnification with respectto representations and warranties given by such other person regarding suchother person’s title to and ownership of Ordinary Shares, Class DConvertible Shares and/or Class I Convertible Shares). Notwithstanding theforegoing, other than with respect to representations and warranties given bysuch person regarding such person’s title to and ownership of Ordinary Shares, Class DConvertible Shares and Class I Convertible Shares and covenants regardingsuch person, (x) the aggregate indemnification obligations or other obligationsfor which such person shall be liable shall not exceed such person’s pro rataportion (determined on the basis of consideration received or receivable bysuch person in such transaction relative to the aggregate considerationreceived or receivable by all persons participating in such transaction intheir capacity as selling stockholders) of such indemnification obligation orother obligation and (y) in no event shall any holder of Executive Stock berequired to assume any indemnification or other obligation in excess of the greaterof (A) 50% of the after-tax proceeds received or receivable by such personas a result of such transaction and (B) the aggregate Acquisition Cost forthe equity securities sold by such holder in such transaction.

 

## (d)                                 Termination ofRestrictions.

##  

### (i)                                     The restrictionson Transfer and holding of shares of Executive Stock set forth in this paragraph5 shall continue with respect to each share of Executive Stock followingany Transfer thereof.

 

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### (ii)                                  Notwithstanding anyprovision in this Agreement to the contrary, following the consummation of theCompany’s initial Listing, the restrictions on Transfer of Ordinary Shares, Class DConvertible Shares and Class I Convertible Shares set forth in this paragraph5 shall terminate (A) with respect to Ordinary Shares purchaseddirectly by an Executive (as opposed to issued upon conversion of Class DConvertible Shares and/or Class I Convertible Shares), as of the date ofthe Company’s initial Listing, (B) with respect to all other OrdinaryShares and Class D Convertible Shares held by a Non-Electing Executive inequal tranches on each of December 31, 2005, December 31, 2006 and December 31,2007, and (C) with respect to all other Ordinary Shares, Class DConvertible Shares and Class I Convertible Shares held by an ElectingExecutive in equal tranches on December 31, 2008, December 31, 2009and December 31, 2010.

###  

### (iii)                               The restrictions onTransfer and holding set forth in this paragraph 5 shall not terminatewith respect to any Class A Convertible Shares, Class B ConvertibleShares, Class C Convertible Shares, Class E Convertible Shares, Class FConvertible Shares, Class G Convertible Shares and Class HConvertible Shares.

###  

# 6.                                       ParticipationRights.

#  

## (a)                                  If the Companyproposes to issue any newly issued additional Ordinary Shares (the “NewShares”) to the MDCP Co-Investors, the Kappa Investor or any of theirrespective Affiliates after the date hereof and the MDCP Co-Investors, theKappa Investor or such Affiliates participate in such issuance of New Shares,each Executive shall have the right to purchase on the same terms andconditions a pro rata portion of the New Shares equal to the product of (i) thetotal number of New Shares to be issued, multiplied by (ii) a fraction,(A) the numerator of which is the number of Class D ConvertibleShares and Ordinary Shares held by such Executive as of the date hereof and (B) thedenominator of which is the total number of Class D Convertible Shares andOrdinary Shares which are held by all shareholders immediately prior to theproposed issuance; provided that, for purposes of clause (ii) foregoing,the Kappa Investor shall be deemed to own an additional number of OrdinaryShares determined by multiplying the number of all issued Class DConvertible Shares as of immediately prior to the proposed issuance by theRelevant Proportion.

##  

## (b)                                 The Company shall giveeach Executive written notice of any proposed issuance of New Shares (the “OptionIssuance Notice”) describing the price and terms upon which the Companyproposes to issue and sell such New Shares. During the 10-day period followingthe date of delivery of the Option Issuance Notice (the “Election Period”)each Executive may exercise his, her or its right to purchase New Sharesin accordance with this paragraph 6, for the price and upon the termsand conditions specified in the Option Issuance Notice by giving written noticeto the Company and stating therein the quantity of New Shares to be purchased.

##  

## (c)                                  In the event that anyExecutive fails to exercise his right to subscribe for any New Shares which itis entitled to subscribe for under this paragraph 6, the Company shallhave 180 days following the Election Period to issue or enter into an agreementto issue and sell the New Shares proposed to be sold at a price and upon termsnot substantially more favorable to the 

 

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## MDCP Co-Investors, the Kappa Investor, their respective Affiliates andother prospective subscribers therefor than those specified in the OptionIssuance Notice. In the event the Company has not issued the New Shares orentered into an agreement to issue the New Shares within the said 180-dayperiod, the Company shall not thereafter issue or otherwise transfer such NewShares without first offering such New Shares to the Executives in the mannerprovided in this paragraph 6.

##  

## (d)                                 If an Executive electsto subscribe for any New Shares pursuant to this paragraph 6, theclosing of such subscription shall occur at such time and at such locationselected by the Company.

##  

## (e)                                  Notwithstandinganything else to the contrary set forth herein, the provisions of this paragraph6 shall not apply to any Excluded Issuances.

##  

# 7.                                       AdditionalRestrictions on Transfer. Each holder of Executive Stock agrees not toeffect any public sale or distribution of any Executive Stock or other equitysecurities of the Company, or any securities convertible into or exchangeableor exercisable for any of the Company’s equity securities, during the sevendays prior to and the 180 days after the effectiveness of any Listing, exceptas part of such Listing or if otherwise permitted by the Company.

 

# 8.                                       Sale of theCompany.

#  

## (a)                                  If the Board and theholders of a majority of the Ordinary Shares approve a Sale of the Company (the“Approved Sale”), all holders of Executive Stock shall consent to andraise no objections against the Approved Sale, and if the Approved Sale isstructured as a sale of stock, the holders of Executive Stock shall agree tosell their shares of Executive Stock on the terms and conditions approved bythe Board and the holders of a majority of Ordinary Shares. The holders ofExecutive Stock shall take all necessary and desirable actions in connectionwith the consummation of the Approved Sale.

##  

## (b)                                 The obligations of theholders of Executive Stock with respect to the Approved Sale are subject to thesatisfaction of the following conditions: (i) upon the consummation of theApproved Sale, all of the holders of a particular class, type or series ofOrdinary Shares shall receive the same form and amount of considerationper Ordinary Share of such class, type or series, or if any holders of theOrdinary Shares are given an option as to the form and amount ofconsideration to be received, all holders shall be given the same option; (ii) noholder of Executive Stock shall be required to join in any indemnificationobligations or other obligations (other than with respect to representationsand warranties given by such person regarding such person’s title to andownership of Executive Stock or covenants with respect to such holder) (A) inexcess of such person’s pro rata portion (determined on the basis ofconsideration received or receivable by such holder of Executive Stock in suchtransaction relative to the aggregate consideration received or receivable byall holders of the Company’s equity securities in their capacity as such) ofsuch indemnification obligations or other obligations or (B) in excess ofthe greater of (I) 50% of the after-tax proceeds received or receivable by suchperson as a result of such transaction and (II) the aggregate Acquisition Cost 

 

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## for the equity securities sold by such holder in such transaction and (iii) allholders of Class D Convertible Shares and Class I Convertible Sharesshall be given an opportunity to either (A) exercise their rights toconvert to Ordinary Shares prior to the consummation of the Approved Sale andparticipate in such sale as holders of Ordinary Shares, or (B) upon theconsummation of the Approved Sale, (I) receive in exchange for such Class DConvertible Shares consideration equal to the amount determined by multiplying (1) thesame amount of consideration per Ordinary Share received by the holders of Class AOrdinary Shares in connection with the Approved Sale less the Class DConversion Price per Class D Convertible Share, by (2) the number of Class AOrdinary Shares issuable upon conversion of such Class D ConvertibleShares, and (II) receive in exchange for such Class I Convertible Sharesconsideration equal to the amount determined by multiplying (1) the sameamount of consideration per Class B Ordinary Share received by the holdersof Class B Ordinary Shares in connection with the Approved Sale less the Class IConversion Price per Class I Convertible Share, by (2) the number of Class BOrdinary Shares issuable upon conversion of such Class I ConvertibleShares, as applicable.

##  

## (c)                                  Each holder ofExecutive Stock shall bear his or her pro rata share (determined on the basisof consideration received or receivable by such holder of Executive Stock insuch transaction relative to the aggregate consideration received or receivableby all holders of the Company’s equity securities in their capacity as such) ofthe costs of any sale of Executive Stock pursuant to an Approved Sale to theextent such costs are incurred for the benefit of all holders of OrdinaryShares and are not otherwise paid by the Company or the acquiring party. Costsincurred by each such holder of Executive Stock on his or her own behalf shallnot be considered costs of the transaction hereunder.

##  

## (d)                                 Notwithstandinganything else to the contrary set forth herein or the Company’s Articles ofAssociation, in the event of a Sale of the Company (whether or not such Sale ofthe Company is an Approved Sale), each holder of Executive Stock acknowledgesthat (i) the consideration to be received in exchange for each ConvertibleShare that is unvested as of the closing date of the Sale of the Company (aftergiving effect to any acceleration under paragraph 2(c) hereof) shall equalthe lesserof (x) the amount per share paid to holders ofOrdinary Shares in such transaction triggering a Sale of the Company and (y)the Original Cost for such Convertible Share, (ii) the consideration to bereceived or receivable in exchange for each Class D Convertible Shareshall equal the amount determined by multiplying (x) the same amount ofconsideration per Class A Ordinary Share received or receivable by theholders of Class A Ordinary Shares in connection with the Sale of theCompany less the Class D Conversion Price per Class D ConvertibleShare by (y) the number of Ordinary Shares issuable upon conversion of such Class DConvertible Shares, and (iii) the consideration to be received orreceivable in exchange for each Class I Convertible Share shall equal theamount determined by multiplying (x) the same amount of consideration per Class BOrdinary Share received or receivable by the holders of Class B OrdinaryShares in connection with the Sale of the Company less the Class IConversion Price per Class I Convertible Share by (y) the number ofOrdinary Shares issuable upon conversion of such Class I ConvertibleShares. In furtherance of the acknowledgments in this paragraph 8(d),each holder of Executive Stock agrees that (A) all unvested ConvertibleShares which are not vested in connection with a Sale of the Company shallautomatically be deemed transferred to a buyer of the Company and cancelled, withoutfurther action on the part

 

21

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## of such buyer, the Company or any Executive,in connection with the consummation of such Sale of the Company upon payment bythe buyer or its designee of an amount in cash (or other form ofconsideration payable in connection with such Sale of the Company) equal to thelesserof the number of unvested Convertible Shares held by anExecutive multiplied by the amount per share paid to holders of Class AOrdinary Shares (in the case of all unvested Convertible Shares, other than Class HConvertible Shares) or Class B Ordinary Shares (in the case of all Class HConvertible Shares) in such transaction triggering a Sale of the Company andthe Original Cost for all such unvested Convertible Shares and (B) all Class DConvertible Shares and Class I Convertible Shares which are not convertedto Ordinary Shares in connection with such Sale of the Company shallautomatically be deemed transferred to a buyer of the Company and cancelled,without further action on the part of such buyer, the Company or anExecutive, in connection with consummation of such Sale of the Company uponpayment by the buyer or its designee of an amount in cash (or other form ofconsideration payable in connection with such Sale of the Company) equal to (x)in the case of Class D Convertible Shares, the amount determined bymultiplying (1) the same amount of consideration per Class A OrdinaryShare received or receivable by the holders of Class A Ordinary Shares inconnection with the Approved Sale less the Class D Conversion Price per Class DConvertible Share by (2) the number of Ordinary Shares issuable uponconversion of such Class D Convertible Shares and (y) in the case of Class IConvertible Shares, the amount determined by multiplying (1) the sameamount of consideration per Class B Ordinary Share received or receivableby the holders of Class B Ordinary Shares in connection with the ApprovedSale less the Class I Conversion Price per Class I Convertible Shareby (2) the number of Ordinary Shares issuable upon conversion of such Class IConvertible Shares.

##  

# 9.                                       [IntentionallyOmitted].

#  

# 10.                                 Definitions.

#  

## (a)                                  “AcceleratedValuation Date” means the first date on which either a Sale of the Companyor an initial Listing occurs (i.e., the date upon which the Sale of the Companyis consummated or an initial Listing becomes effective).

##  

## (b)                                 “Acquisition Cost”means, with respect to any equity securities, the aggregate subscription priceor purchase price for such securities together with any other amountscontributed to or invested in the Company allocable to such equity securities(with any such investment or contribution that is being used to subscribe foror purchase securities being allocated to the shares so purchased or subscribedfor and with any such investment or contribution that is not being used tosubscribe for or purchase securities being allocated ratably among the OrdinaryShares comprising such equity securities).

##  

## (c)                                  “AdditionalInvestor” means each Person party to that certain Shareholders andCorporate Governance Agreement, dated as of the Effective Date and as amendedfrom time to time, in the capacity of an “Additional Investor”.

##  

## (d)                                 “Adjusted EBITDA”means, for any annual period, the consolidated net income of the Company(excluding net income related to or derived from exceptional items)

 

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## plus, in each case only to the extent deductedin determining such net income, (i) the amount of the provision for incometaxes for the Company for such period, (ii) the amount of net interestexpense of the Company during such period for Indebtedness for Borrowed Money, (iii) theamount of dividends actually paid by the Company to, or accrued by the Companywith respect to, holders of Preferred Equity Securities (other than the Companyor one of its Subsidiaries) during such period, and (iv) depreciation andamortization charges of the Company for such period, all determined on aconsolidated basis in accordance with Irish generally accepted accountingprinciples. Adjusted EBITDA shall be determined on the basis of the auditedconsolidated annual financial statements of the Company.

##  

## (e)                                  “Affiliate” ofany Person, means a Person controlling, controlled by or under common controlwith such Person.

##  

## (f)                                    “AggregateEquity Price” means the aggregate Acquisition Cost in respect of allOrdinary Shares issued (whether to the MDCP Co-Investors pursuant to theManagement Equity Plan or other investors) in connection with the settlement ofconsideration pursuant to the Take-Over Offer and the refinancing ofindebtedness and payment of fees and expenses in connection therewith.

##  

## (g)                                 “Applicable Class BValuation Date” means each of December 31, 2005, December 31,2006 and December 31, 2007.

##  

## (h)                                 “Applicable Class FValuation Date” means each of December 31, 2008, December 31,2009 and December 31, 2010.

##  

## (i)                                     “Applicable Class HValuation Date” means each of December 31, 2008, December 31,2009 and December 31, 2010.

##  

## (j)                                     “ApplicablePortion” means for each MDCP Co-Investor or Additional Investor, as thecase may be, the Reciprocal Relevant Proportion multiplied by a fraction,the numerator of which is the number of Ordinary Shares owned by such MDCPCo-Investor or Additional Investor and the denominator of which is the numberof Ordinary Shares owned by the MDCP Co-Investors and Additional Investors.

##  

## (k)                                  “ApplicableValuation Date” means any Applicable Class B Valuation Date, the Class CValuation Date, any Applicable Class F Valuation Date, the Class GValuation Date or any Applicable Class H Valuation Date.

##  

## (l)                                     “Appraiser”means a Person appointed by the president of the Institute of CharteredAccountants — England.

##  

## (m)                               “Associated Company”means any company having an Equity Share Capital of which not less than 20% innominal value is beneficially owned by any Group Company.

##  

## (n)                                 “Cash Equivalents”means, as of any date of determination, cash plus cash equivalents of theCompany, determined on a consolidated basis in accordance with Irish generallyaccepted accounting principles.

 

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## (o)                                 “Cause” shallmean, with respect to any Executive, (i) the commission of actual orattempted fraud, embezzlement, theft, misappropriation, serious misconduct orgross default by such Executive against or in respect of a Group Company orsuch Executive’s 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; (ii) the refusal or failure by such Executive tocarry out his duties to a Group Company to a material degree, following awritten warning that dismissal may result; (iii) conviction of acrime in relation to the business or assets of a Group Company, which has, inthe reasonable opinion of the Board acting in accordance with therecommendation of the Company’s chief executive officer (or chief operatingofficer where such Executive is the chief executive officer), a materialadverse effect upon a Group Company or its shareholders, other than (A) violationof the Road Traffic Acts and (B) a criminal matter in respect of whichsuch Executive has been indemnified by a Group Company and is entitled toindemnification, (iv) knowing violation of the Foreign Corrupt PracticesAct, or (v) material breach of a material, formal agreement in writing(other than an employment agreement) between such Executive and the Company orthe Group Company by which such Executive is or was employed or serves as anofficer or director; provided that for the avoidance of doubt, thetermination of an Executive’s employment, or service as an officer or director,by a Group Company shall not be for Cause if it results wholly or mainly from (v) suchExecutive’s death or disability, (w) such Executive’s retirement on grounds ofage or pursuant to an early retirement plan of the Group Company that employsthe Executive or for which you serve as an officer or director, (x) suchExecutive’s voluntary resignation (unless such Executive is subject to internalor external proceedings likely to lead to a termination for Cause at the timeof such resignation), (y) such Executive’s redundancy, or (z) the Group Companythat employs such Executive, or for which Executive serves as an officer, ordirector, ceasing for any reason to be a Group Company.

##  

## (p)                                 “Class AConvertible Shares” has the meaning given to such term in the Company’sArticles of Association.

##  

## (q)                                 “Class AOrdinary Shares” has the meaning given to such term in the Company’sArticles of Association.

##  

## (r)                                    “Class BConvertible Shares” has the meaning given to such term in the Company’sArticles of Association.

##  

## (s)                                  “Class BOrdinary Shares” has the meaning given to such term in the Company’sArticles of Association.

##  

## (t)                                    “Class CConvertible Shares” has the meaning given to such term in the Company’sArticles of Association.

##  

## (u)                                 “Class DConversion Price” means, (i) with respect to any Class DConvertible Share, the fair market value of a Class A Ordinary Share as ofthe date of issue of any Class A Convertible Share, Class BConvertible, Class C Convertible Share, Class E Convertible Share, Class FConvertible Share or Class G Convertible Share which had converted intosuch Class D Convertible Share less the amount paid for the Class AConvertible Share, 

 

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## Class B Convertible Share, Class C Convertible Share, Class EConvertible Share, Class F Convertible Share or Class G ConvertibleShare which had converted into such Class D Convertible Share; providedthat, with respect to each Convertible Share (other than Class HConvertible Share or Class I Convertible Share) issued on or prior to February 6,2005 (which shall include Class E Convertible Shares, Class FConvertible Shares and Class G Convertible Shares issued after February 6,2005 to the extent such shares were issued upon conversion of Class AConvertible Shares, Class B Convertible Shares and Class CConvertible Shares issued prior to February 6, 2005), the “Class DConversion Price” for the Class D Convertible Share issued upon conversionof such Convertible Share (a “Relevant Class D Convertible Share”)shall be €9.999 less an amount per Relevant Class D Convertible Share calculatedaccording to the following formula:

##  

| €R | =      | RA + I + C |   |
|---------|--------|------------|--------|
|    |   | N + W      |   |

 

Where:

 
| R      | =      | the amount of the reduction in Class D  Conversion Price per Relevant Class D Convertible Share.                                                                                                                                                                                                                                                                                                                                                                       |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| RA     | =      | being the “Reduction Amount”, or the amount paid to shareholders in  the Reduction (the US Dollar portion of which shall be converted to  Euro at the exchange rate prevailing on the date of conversion).                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| I      | =      | the aggregate amount of interest accrued or  paid (including interest paid by capitalisation pursuant to the agreement  relative thereto) to the date upon which R is to be determined by the Company’s  subsidiary, JSG Holdings plc, with respect to the indebtedness incurred by it  on or prior to the date of the Reduction, for the purposes of on-lending to  the Company to fund the Reduction Amount and of meeting related costs (the “HYD  Offering”). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| C      | =      | the aggregate costs and fees incurred by  the Company and JSG Holdings plc to underwriters, financial advisers and  legal counsel in connection with the HYD Offering.                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| N      | =      | the number of Ordinary Shares in issue at  the date of the Reduction.                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| W      | =      | the number of Ordinary Shares issuable upon  exercise of all Warrants of the Company outstanding at the date of the  Reduction.                                                                                                                                                                                                                                                                                                                                                  |

 

In no event shall the Class DConversion Price be reduced to less than €0.

 

## (v)                                 “Class DConvertible Shares” has the meaning given to such term in the Company’sArticles of Association.

##  

## (w)                               “Class EConvertible Shares” has the meaning given to such term in the Company’sArticles of Association.

 

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## (x)                                   “Class FConvertible Shares” has the meaning given to such term in the Company’sArticles of Association.

##  

## (y)                                 “Class GConvertible Shares” has the meaning given to such term in the Company’sArticles of Association.

##  

## (z)                                   “Class GValuation Date” means December 31, 2010.

##  

## (aa)                            “Class H ValuationDate” means December 31, 2010.

##  

## (bb)                          “Class H ConvertibleShares” has the meaning given to such term in the Company’s Articles ofAssociation.

##  

## (cc)                            “Class I ConversionPrice” means with respect to any Class I Convertible Share, the fairmarket value of a Class B Ordinary Share as of the date of issue of any Class HConvertible Share which had converted into such Class I Convertible Shareless the amount paid for the Class H Convertible Share which had convertedinto such Class I Convertible Share; provided that, with respect toeach Class H Convertible Share issued on the Effective Date, the “Class IConversion Price” for the Class I Convertible Share issued upon conversionof such Class H Convertible Share shall be €5.6924.

##  

## (dd)                          “Class I ConvertibleShares” has the meaning given to such term in the Company’s Articles ofAssociation.

##  

## (ee)                            “Convertible Shares”means each of the Class A Convertible Shares, Class B ConvertibleShares, Class C Convertible Shares, Class D Convertible Shares, Class EConvertible Shares, Class F Convertible Shares, Class G ConvertibleShares, Class H Convertible Shares, and Class I Convertible Shares.

##  

## (ff)                                “Corporate FamilyMember” in respect of each Executive, any corporate entity in respect ofwhich (i) all of its issued voting shares; (ii) the right or power ofappointment of all of its directors; and (iii) at least 85% of the entireeconomic interest therein (comprising shares entitling their owners to capitaland dividends in and from such corporate entity) are respectively owned andheld (either directly or through other Corporate Family Members) by suchExecutive and/or those Family Members of such Executive as are described inclause (i) of the definition of Family Member.

##  

## (gg)                          “Electing Executive”means each Executive that, in accordance with the signature pages attachedhereto, has elected to exchange his or her Class A Convertible Shares, Class BConvertible Shares and Class C Convertible Shares for, respectively, Class EConvertible Shares, Class F Convertible Shares and Class GConvertible Shares.

##  

## (hh)                          “Election Period”means the period during which an Executive is entitled to elect to convert hisor her Class A Convertible Shares, Class B Convertible Shares and Class CConvertible Shares for, respectively, Class E Convertible Shares, Class FConvertible Shares and Class G Convertible Shares, as set forth by theCompany in the information materials regarding 

 

26

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## such conversion opportunity circulated by the Company to holders of Class AConvertible Shares, Class B Convertible Shares and Class CConvertible Shares.

##  

## (ii)                                  “Eligible Class BConvertible Shares” means Class B Convertible Shares that are (but forthe penultimate sentence of paragraph 2(b)(ii)) scheduled to be eligiblefor vesting on an Applicable Class B Valuation Date that is after theAccelerated Valuation Date (i.e., shares not eligible for vesting prior to suchAccelerated Valuation Date).

##  

## (jj)                                  “Eligible Class FConvertible Shares” means Class F Convertible Shares that are (but forthe penultimate sentence of paragraph 2(b)(v)) scheduled to be eligiblefor vesting on an Applicable Class F Valuation Date that is after theAccelerated Valuation Date (i.e., shares not eligible for vesting prior to suchAccelerated Valuation Date).

##  

## (kk)                            “Eligible Class HConvertible Shares” means Class H Convertible Shares that are (but forthe penultimate sentence of paragraph 2(b)(vii)) scheduled to beeligible for vesting on an Applicable Class H Valuation Date that is afterthe Accelerated Valuation Date (i.e., shares not eligible for vesting prior tosuch Accelerated Valuation Date).

##  

## (ll)                                  “Equity ShareCapital” shall have the meaning assigned in Section 155 of theCompanies Act, 1963.

##  

## (mm)                      “Excluded Issuances” meansthe issuance of (i) any Ordinary Shares after the date hereof formanagement incentive and/or compensation purposes, (ii) any OrdinaryShares (other than issuances to the MDCP Co-Investors, its Affiliates and theCo-Investors in their capacity as equity holders of the Company) issued asconsideration for an acquisition or joint venture transaction, (iii) anyOrdinary Shares issued as an “equity kicker” in respect of indebtedness forborrowed money or in respect of Preferred Equity Securities, (iv) anyOrdinary Shares issued upon conversion of any of the Convertible Shares, (v) anyOrdinary Shares issued pursuant to the Kappa Purchase Agreement and/orconversion of the PIK, (vi) any Ordinary Shares issued upon conversion ofthe dividend or sale preference on Class A Ordinary Shares, (vii) anyoptions, warrants or rights to acquire, or shares convertible into, OrdinaryShares listed in clauses (i) through (vi), and (viii) Ordinary Sharesissued in connection with or pursuant to a Public Sale.

##  

## (nn)                          “Executive Stock”shall mean all Ordinary Shares issued or issuable hereunder or acquiredhereinafter by any Executive (including any Ordinary Shares issued or issuable(either directly or indirectly) upon conversion of any Executive’s ConvertibleShares). Executive Stock shall continue to be Executive Stock in the hands ofany holder other than an Executive (except for the Company and the Co-Investorsand except for transferees in a Public Sale), and except as otherwise providedherein, each such other holder of Executive Stock shall succeed to all rightsand be subject to all and obligations attributable to an Executive as a holderof Executive Stock hereunder. Executive Stock shall also include shares of theCompany’s capital stock and other securities issued with respect to ExecutiveStock by way of a stock split, stock dividend or other recapitalization.

 

27

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## (oo)                          “Fair Market Value” ofeach share of Executive Stock means the average of the closing prices of thesales of Ordinary Shares on all securities exchanges on which the OrdinaryShares may at the time be listed on the day immediately prior to Executive’stermination. If at any time the Ordinary Shares are not listed on anysecurities exchange, the Fair Market Value shall be the fair value of theOrdinary Shares determined in good faith by the Board (acting as experts andnot arbitrators and without taking into account the effect of anycontemporaneous repurchase of Class E Convertible Shares, Class FConvertible Shares, Class G Convertible Shares and Class HConvertible Shares under paragraph 4 hereof). If a terminated Executivereasonably disagrees with such determination, the Board and such Executive willnegotiate in good faith to agree on such Fair Market Value. If such agreementis not reached within 30 days after the delivery of the Redemption Notice orthe Supplemental Redemption Notice, Fair Market Value shall be determined bythe Appraiser, who shall be instructed to submit to the Board and the Executivea report within 30 days of its engagement setting forth such determination. Theexpenses of the Appraiser shall be borne by the terminated Executive unless theAppraiser’s valuation is not less than 7.5% greater than the amount determinedby the Board, in which case, the costs of the Appraiser shall be borne by theCompany. The determination of such Appraiser shall (absent manifest error) befinal and binding upon all parties. Notwithstanding the foregoing, the “FairMarket Value” of any Executive Stock that is a Class A Convertible Share, Class BConvertible Share, Class C Convertible Share, Class E ConvertibleShare, Class F Convertible Share, Class G Convertible Share or Class HConvertible Share shall be the Original Cost for such Convertible Share and the“Fair Market Value” of any Executive Stock that is a Class D ConvertibleShare or Class I Convertible Share means the Fair Market Value of anOrdinary Share determined in accordance with this definition minus theConversion Price for such Class D Convertible Share or Class IConvertible Share, respectively.

##  

## (pp)                          “Family Member” inrespect of each Executive, (i) such Executive’s spouse, descendants(whether natural or adopted), siblings, siblings’ descendants and siblings’spouses and any trust solely for the benefit of such Executive and/or suchExecutive’s spouse, descendants, siblings, siblings’ descendants and/orsiblings’ spouses and (ii) Corporate Family Members of such Executive; providedthat in respect of Dr. MW J. Smurfit, Mrs. Anne Smurfit (the widow ofhis deceased brother Jefferson Smurfit Junior) shall be deemed to be a siblingfor all purposes of this Agreement; provided further that in respect of Mr. FrankDoyle, Ms. Catriona Moore shall be deemed to be his spouse for allpurposes of this Agreement.

##  

## (qq)                          “5% Owner” means anyPerson that owns 5% or more of the Company’s Ordinary Shares on a fully-dilutedbasis.

##  

## (rr)                                “Group Companies”means the Company, JSG and their respective Subsidiaries and AssociatedCompanies and “Group Company” means any of the Group Companies.

##  

## (ss)                            “Indebtedness forBorrowed Money” means, with respect to the Company and its Subsidiaries atany date, without duplication: (i) all obligations of the Company and itsSubsidiaries for borrowed money or in respect of loans or advances; (ii) allobligations of the Company and its Subsidiaries evidenced by bonds, debentures,notes or other similar instruments; (iii) all obligations in respect ofletters of credit, whether or not drawn, and bankers’ 

 

28

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## acceptances issued for the account of the Company and its Subsidiaries;(iv) all capitalized lease liabilities of the Company and itsSubsidiaries; (v) all interest rate protection agreements of the Companyand its Subsidiaries (valued on a market quotation basis); (vi) allobligations of the Company and its Subsidiaries secured by a contractual lien; (vii) allguarantees of obligations of Persons other than Company and its Subsidiaries inconnection with any of the foregoing; and (viii) any accrued interest,prepayment premiums or penalties related to any of the foregoing, in each casecalculated as though the payment is made on an Accelerated Valuation Date orApplicable Valuation Date; provided that Indebtedness for Borrowed Moneyshall not include any obligations of any of the Company or any of itsSubsidiaries, on the one hand, to the Company or any other of its Subsidiaries,on the other hand.

##  

## (tt)                                “Independent ThirdParty” means any Person who, immediately prior to the contemplatedtransaction, is not a 5% Owner, is not controlling, controlled by or undercommon control with any 5% Owner and is not the spouse or descendent (by birthor adoption) of any 5% Owner.

##  

## (uu)                          “JSG” means JeffersonSmurfit Group Limited, an Irish private limited company.

##  

## (vv)                          “Kappa Acquisition”means the acquisition of Kappa contemplated by the Kappa Purchase Agreement.

##  

## (ww)                      “Kappa Investor” meansSmurfit Kappa Feeder G.P. Limited, acting in its capacity as general partnerof, and on behalf of, Smurfit Kappa Feeder L.P., a limited partnershiporganized under the laws of Jersey.

##  

## (xx)                              “Listing” meansthe admission of all or any part of any Ordinary Shares to the OfficialList of The Irish Stock Exchange Limited or the Official List of the FSA, andto trading on the market for listed securities of the London Stock Exchange orto trading on the Alternative Investment Market or the taking effect of anygranting of permission to deal in the same on any recognized investmentexchange (as that term is used in the Financial Services Act 1986) or theregistration of all or any of any Common Equity Securities (or equivalentsecurities of any Subsidiary or American Depository Receipts with respect toany of the forgoing) on Form F-1, F-2 or F-3 (or any similar long-form orshort-form registrations) pursuant to the United States Securities Act of1933 (as amended) or any similar US federal law, or any similar listing orregistration by the Company of any Ordinary Shares or other Common EquitySecurities on the public stock exchange or securities market in any otherjurisdiction.

##  

## (yy)                          “Majority Holders”means holders of a majority of Convertible Shares (and Ordinary Shares issuedupon conversion of Convertible Shares) then outstanding.

##  

## (zz)                              “MDCP Co-Investor CashInflows” shall be calculated (i) in accordance with paragraph 2(b)(ix) withrespect to (x) equity securities remaining on an Applicable Class BValuation Date, Class C Valuation Date, Applicable Class F ValuationDate, Class G Valuation Date, or an Applicable Class H ValuationDate, (y) equity securities sold through the date of a Sale of the Company and(z) equity securities remaining on the date of a Listing and (ii) for all 

 

29

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## other purposes by calculating cash payments actually received orreceivable by the MDCP Co-Investors on or prior to the Valuation Date inexchange for their equity securities, whether such payments are received orreceivable from the Company or a third party; provided that in the eventany consideration to be received by the MDCP Co-Investors in connection withany sale of equity securities is deferred consideration, contingentconsideration or non-cash consideration, the Cash Inflows to be received by theMDCP Co-Investors with respect to such deferred consideration, contingentconsideration and/or non-cash consideration shall, solely for purposes ofcalculating MDCP Co-Investor Cash Inflows as of such Accelerated ValuationDate, be determined with reference to the fair market value thereof as of suchAccelerated Valuation Date by the Appraiser, whose services shall for thispurpose be paid for by the Company and whose determination shall (absentmanifest error) be binding and conclusive; provided further that forpurposes of calculating Cash Inflows, no management, closing or other fees paidto the MDCP Co-Investors or their Affiliates by or on behalf of the Companyand/or its Subsidiaries shall be included (other than an amount equal to€38,000,000 multiplied by a fraction, (x) the numerator of which is theaggregate Acquisition Cost of Ordinary Shares of Jefferson Smurfit GroupLimited owned by the MDCP Co-Investors on or prior to September 17, 2002less the Acquisition Cost of Ordinary Shares of Jefferson Smurfit Group Limitedtransferred by the MDCP Co-Investors to their co-investors and Affiliates on orprior to September 17, 2003 or acquired pursuant to the Management EquityPlan on or prior to January 17, 2003 and (y) the denominator of which is (A) theAggregate Equity Price minus (B) the Acquisition Cost of Ordinary Sharesof Jefferson Smurfit Group Limited acquired pursuant to the Management EquityPlan. Notwithstanding the foregoing, for purposes of calculating “MDCPCo-Investor IRR” hereunder, “MDCP Co-Investor Cash Inflows” shall includeamounts received by the MDCP Co-Investors in the Reduction and shall includeany dividend or sale preference created in accordance with the Kappa PurchaseAgreement and received by the MDCP Co-Investors in respect of their Class AOrdinary Shares, in each case to the extent not otherwise accounted for in thecalculation of MDCP Co-Investor Cash Inflows.

##  

## (aaa)                      “MDCP Co-Investor CashOutflows” as used herein shall include the sum of the aggregate AcquisitionCost paid by the MDCP Co-Investors in and to the Company or its Subsidiaries(including, for the avoidance of doubt, Jefferson Smurfit Group Limited).

##  

## (bbb)                   “MDCP Co-Investor IRR” means,as of the Applicable Valuation Date, the annual interest rate (compoundedquarterly and expressed as a percentage) which, when used to calculate the netpresent value as of September 17, 2002 of all MDCP Co-Investor CashInflows and all MDCP Co-Investor Cash Outflows, causes the difference betweenMDCP Co-Investor Cash Inflows and MDCP Co-Investor Cash Outflows to equal zero.The IRR will be calculated in good faith by the Board, which determinationshall be conclusive and binding unless the Majority Holders reasonably disagreewith such calculation and give written notice of such disagreement within 30days after the Board has made its determination of MDCP Co-Investor IRR (a “DisputeNotice”). If a Dispute Notice is delivered, the Board and a representativedesignated by the Majority Holders (the “Representative”) will negotiatein good faith to agree on the calculation of MDCP Co-Investor IRR. If suchagreement is not reached within 30 days after the delivery of the DisputeNotice, MDCP Co-Investor IRR shall be calculated by the Appraiser, which shallbe instructed to submit to the Board and such Executive a report within 30 daysof its engagement setting forth such calculation (with it being understood thatthe Appraiser shall be 

 

30

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## engaged in reference to the calculation of MDCP Co-Investor IRR (butnot with respect to an audit or re-audit of the Company’s books and records orthe calculation of Total Value and the components thereof)). The expenses ofthe Appraiser shall be borne by the Majority Holders unless the Appraiser’sMDCP Co-Investor IRR calculation is greater than the amount determined by theBoard, in which case, the costs of the Appraiser shall be borne by the Company.The determination of such Appraiser shall (absent manifest error) be final andbinding upon all parties.

##  

## (ccc)                      “MDCP Co-Investor Majority”means the holders of a majority of the Ordinary Shares held by all MDCPCo-Investors.

##  

## (ddd)                   “MDCP Co-Investors” means,collectively, MDCP IV Global Investments LP, MDCP III Global Investments LP,MDSE III Global Investments LP and any Affiliate of the foregoing that owns orholds Ordinary Shares as of the date of determination and “MDCP Co-Investor”means any of the MDCP Co-Investors.

##  

## (eee)                      “Non-Electing Executives”means the Executives, other than the Electing Executives.

##  

## (fff)                            “Ordinary Shares”means Class A Ordinary Shares and Class B Ordinary Shares and anyother class of Ordinary Shares of the Company created after the date ofthis Agreement in accordance with the Articles of Association.

##  

## (ggg)                   “Original Cost” of eachOrdinary Share issued to an Executive on or prior to the date of this Agreementshall be equal to €5.6924 and of each Convertible Share issued to an Executiveon or prior to the date of this Agreement (including pursuant to paragraph 1hereof) shall be equal to €0.001, and for any Ordinary Share or ConvertibleShare issued by the Company after the date hereof shall be the purchase priceper share paid therefor as set forth on the signature page or joinderagreement executed by Executive and accepted by the Company, in each case asproportionately adjusted for all subsequent stock splits, stock dividends andother recapitalizations.

##  

## (hhh)                   “Permitted Transferee” meansany holder of Executive Stock who acquired such stock pursuant to a transferpermitted by paragraph 5(b).

##  

## (iii)                               “Person” means anindividual, a partnership, a limited liability company an unlimited liabilitycompany, a company limited by guarantee, a corporation, an association, a jointstock company, a trust, a joint venture, an unincorporated organization and agovernmental entity or any department, agency or political subdivision thereof.

##  

## (jjj)                               “PIK” shall havethe meaning given to such term in the Kappa Purchase Agreement.

##  

## (kkk)                      “Preferred Equity Securities”means any equity securities of the Company or any of its Subsidiaries which arelimited to a fixed sum or percentage of stated value in respect 

 

31

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## to the rights of the holders thereof to participate in dividends or inthe distribution of assets upon any liquidation, dissolution or winding up ofthe Company or any such Subsidiary.

##  

## (lll)                               “Public Sale”means (x) any sale after a Listing in any European Union member state or (y) inthe case of a Listing in the United States, any sale pursuant to a registeredpublic offering under the Securities Act or any sale to the public pursuant to Rule 144promulgated under the Securities Act effected through a broker, dealer ormarket maker.

##  

## (mmm)             “Reciprocal Relevant Proportion”has the meaning given to such term in the Kappa Purchase Agreement.

##  

## (nnn)                   “Redeemable Stock” meansExecutive Stock, other than Ordinary Shares purchased by Executive; providedthat “Redeemable Stock” shall include Ordinary Shares issued upon conversion ofClass D Convertible Shares and/or Class I Convertible Shares.

##  

## (ooo)                   “Reduction” means the sharecapital reduction completed by the Company in January 2005 pursuant toS.72, Companies Act 1963.

##  

## (ppp)                   “Relevant Proportion” has themeaning given to such term in the Kappa Purchase Agreement.

##  

## (qqq)                   “Sale of the Company” meansthe sale of the Company to an Independent Third Party or affiliated group ofIndependent Third Parties pursuant to which such party or parties acquire (i) capitalstock of the Company possessing the voting power to elect a majority of theCompany’s board of directors (whether by merger, consolidation or sale ortransfer of the Company’s capital stock) or (ii) all or substantially allof the Company’s assets determined on a consolidated basis; providedthat in no event shall a Sale of the Company be deemed to arise, in whole or inpart, from completion of the Kappa Acquisition and completion of thetransactions contemplated by the Kappa Purchase Agreement.

##  

## (rrr)                            “Securities Act”means the Securities Act of 1933, as amended.

##  

## (sss)                      “Subsidiary” means, withrespect to any Person, any corporation, limited liability company, partnership,association or other business entity of which (i) if a corporation, notless than 50% of the total voting power of stock entitled (without regard tothe occurrence of any contingency) to vote in the election of directors, managersor trustees thereof is at the time owned or controlled, directly or indirectly,by that Person or one or more of the other Subsidiaries of that Person or acombination thereof, or (ii) if a limited liability company, partnership,association or other business entity, a majority of the partnership or othersimilar ownership interest thereof is at the time owned or controlled, directlyor indirectly, by any Person or one or more Subsidiaries of that person or acombination thereof. For purposes hereof, a Person or Persons shall be deemedto have a majority ownership interest in a limited liability company,partnership, association or other business entity if such Person or Personsshall be allocated a majority of limited liability company, partnership,association or other business entity gains or losses or shall be or control themanaging general partner of such limited liability company, partnership,association or other business entity.

 

32

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## (uuu)                   “Take-Over Offer” means anoffer for the entire issued and to be issued share capital of JSG made by theCompany or one of its Subsidiaries.

##  

## (vvv)                   “Total Value” means, as ofany date of determination, the result equal to (i) six (6) multipliedby Adjusted EBITDA, plus (ii) Cash Equivalents in excess of€40,000,000 minus (iii) Indebtedness for Borrowed Money (includingas may be owed in respect of the PIK), minus (iv) theaggregate stated value of, plus accrued but unpaid dividends with respect to,any Preferred Equity Securities, minus (v) the aggregate unpaiddividend or sale preference (if any) on the Class A Ordinary Shares.

##  

## (www)             “Valuation Date” means anAccelerated Valuation Date or an Applicable Valuation Date.

##  

# 11.                                 Notices. Anynotice provided for in this Agreement must be in writing and must be eitherpersonally delivered, mailed by first class mail (postage prepaid andreturn receipt requested), sent by reputable overnight courier service (chargesprepaid) or sent by facsimile (hard copy to follow) to the recipient at theaddress or facsimile number indicated below:

#  

| To the Company:                                                                                     |   |
|-----------------------------------------------------------------------------------------------------|--------|
|                                                                                                |   |
| c/o Jefferson Smurfit Group Limited                                                                 |   |
| Headquarters                                                                                        |   |
| Beech Hill                                                                                          |   |
| Clonskeagh                                                                                          |   |
| Dublin 4                                                                                            |   |
| Facsimile:       353-1-283-7113                                  |   |
|                                                                                                |   |
| With copies to:                                                                                     |   |
|                                                                                                |   |
| Kirkland & Ellis LLP                                                                       |   |
| 200 East Randolph Drive                                                                             |   |
| Chicago, IL 60601                                                                                   |   |
| Telephone:    (312)  861-2000                                                   |   |
| Fax:    (312) 861-2200                                                          |   |
| Attn:    Dennis M.  Myers, P.C.                                                 |   |
|                                                                                                |   |
| To Executive:                                                                                       |   |
|                                                                                                |   |
| At the address listed below Executive’s  signature on the signature page attached hereto. |
|                                                                                                |
| To the MDCP Co-Investors:                                                                           |   |
|                                                                                                |   |
| c/o Madison Dearborn Partners LLC                                                                   |   |
| Three First National Plaza                                                                          |   |
| Suite 3800                                                                                     |   |
| 70 W. Madison                                                                                       |   |

 

33

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| Chicago, IL 60602                                   |   |
|-----------------------------------------------------|--------|
| Telephone:    (312)  895-1000   |   |
| Fax:    (312) 895-1056          |   |
| Attn:    Samuel M.  Mencoff     |   |
|                                                |   |
| With copies to:                                     |   |
|                                                |   |
| c/o Madison Dearborn Partners, LLC                  |   |
| Three First National Plaza                          |   |
| Suite 3800                                     |   |
| Chicago, IL  60602                                  |   |
| Telephone:    (312)  895-1000   |   |
| Fax:    (312) 895-1056          |   |
| Attn:    Samuel M.  Mencoff     |   |
|                                                |   |
| and                                                 |   |
|                                                |   |
| Kirkland & Ellis LLP                       |   |
| 200 East Randolph Drive                             |   |
| Chicago, IL 60601                                   |   |
| Telephone:    (312)  861-2000   |   |
| Fax:    (312) 861-2200          |   |
| Attn:    Dennis M.  Myers, P.C. |   |
|                                                |   |
| If to the Kappa Investor:                           |   |
|                                                |   |
| c/o Cinven  Limited                                 |   |
| Warwick Court                                       |   |
| Paternoster Square                                  |   |
| London                                              |   |
| EC4M 7AG                                            |   |
| Attention: Marcus Wood                              |   |
| Facsimile: (020) 7661 3888                          |   |
|                                                |   |
| And                                                 |   |
|                                                |   |
| c/o CVC Capital Partners Limited                    |   |
| 111 StrandLondon                                    |   |
| WC2R 0AG                                            |   |
| UK                                                  |   |
| Attention: David Milne                              |   |
| Facsimile: (020) 7420 4231                          |   |

 

34

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| with a copy to:                                                        |   |
|------------------------------------------------------------------------|--------|
|                                                                   |   |
| Freshfields Bruckhaus Deringer                                         |   |
| 65 Fleet Street                                                        |   |
| London EC4Y 1HS                                                        |   |
| UK                                                                     |   |
| Attention:     Edward  Braham / David Higgins |   |
| Facsimile:     (020)  7832 7001               |   |

 

or such other address or facsimile number or to the attention of suchother person as the recipient party shall have specified by prior writtennotice to the sending part. Any notice under this Agreement shall be deemed tohave been given when so delivered or sent or, if mailed, five days afterdeposit in the mail, two days after being sent by reputable overnight courierservice (charges prepaid) or on the same day if received by facsimile duringbusiness hours on a business day (hard copy to follow).

 

# 12.                                 General Provisions.

#  

## (a)                                  Transfers inViolation of Agreement. Any Transfer or attempted Transfer of any ExecutiveStock in violation of any provision of this Agreement shall be void, and theCompany shall not record such Transfer on its books or treat any purportedtransferee of such Executive Stock as the owner of such stock for any purpose.

##  

## (b)                                 Severability. Wheneverpossible, each provision of this Agreement shall be interpreted in such manneras to be effective and valid under applicable law, but if any provision of thisAgreement is held to be invalid, illegal or unenforceable in any respect underany applicable law or rule in any jurisdiction, such invalidity,illegality or unenforceability shall not affect any other provision or anyother jurisdiction, but this Agreement shall be reformed, construed andenforced in such jurisdiction as if such invalid, illegal or unenforceableprovision had never been contained herein.

##  

## (c)                                  Complete Agreement.This Agreement, those documents expressly referred to herein, the Company’sArticles of Association, the Registration Rights Agreement, the Corporate GovernanceAgreement and, with respect to any employee party to such an employment letter,any employment letter between the Company or one of its Subsidiaries and anExecutive embody the complete agreement and understanding among the parties andsupersede and preempt any prior understandings, agreements or representationsby or among the parties, written or oral, which may have related to thesubject matter hereof in any way (including, without limitation, the PriorAgreement). Notwithstanding the foregoing, (i) nothing herein shall bedeemed to amend, supersede or preempt any agreement of an Executive made in anyAcceptance Form included with that certain Exchange Offer informationmemorandum dated on or about January 19, 2004, including, withoutlimitation, the power of attorney executed in connection therewith and (ii) withrespect to any individual party to the Prior Agreement that does not execute acounterpart to this Agreement to become party hereto as an Executive, ifthe amendments affected by this Agreement are not binding on such individual,such individual shall remain party to, and subject to the rights, benefits andobligations of, the Prior Agreement.

 

35

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## (d)                                 Counterparts. ThisAgreement may be executed in separate counterparts (including by facsimileor electronic transmission), each of which is deemed to be an original and allof which taken together constitute one and the same agreement.

##  

## (e)                                  Successors andAssigns. Except as otherwise provided herein, this Agreement shall bind andinure to the benefit of and be enforceable by each Executive, the Company, theInvestors and their respective successors and assigns (including subsequentholders of Executive Stock); provided that the rights and obligations ofExecutive under this Agreement shall not be assignable except in connectionwith a permitted transfer of Executive Stock hereunder.

##  

## (f)                                    Choice of Law.This Agreement shall be governed by the internal law of Ireland. Any suit oraction brought against any Executive hereunder should be brought exclusively inthe courts of Ireland (it being understood that, except as set forth in thissentence, nothing contained in this subparagraph (f) shall limitany party’s rights to bring any suit against any party (other than anyExecutive) or with respect to the subject matter hereof in any otherjurisdiction); provided that in the case more than one Executive is bringing aclaim against the Company on a set of related facts, all such claims shall bejoined in a single proceeding in Ireland.

##  

## (g)                                 Remedies. Eachof the parties to this Agreement (including the Investors) shall be entitled toenforce its rights under this Agreement specifically, to recover damages andcosts (including reasonable attorneys fees) caused by any breach of anyprovision of this Agreement and to exercise all other rights existing in itsfavor. The parties hereto agree and acknowledge that money damages may notbe an adequate remedy for any breach of the provisions of this Agreement and thatany party may in its sole discretion apply to an court of law or equity ofcompetent jurisdiction (without posting any bond or deposit) for specificperformance and/or other injunctive relief in order to enforce or prevent anyviolations of the provisions of this Agreement.

##  

## (h)                                 Amendment andWaiver. The provisions of this Agreement may be amended and waivedwith respect to any Executive only with the prior written consent of theCompany and the Majority Holders; provided that any such amendment or waiverthat adversely discriminates against an Executive in a manner that is adverselydisproportionate to such Executive relative to the Majority Holders shall beeffective against such Executive only with the prior written consent of suchExecutive; provided further that this Agreement may be amended and waivedwith respect to the MDCP Co-Investors’ rights or the Kappa Investor’s rightsunder this Agreement only with the prior written consent of the MDCPCo-Investor Majority and the Kappa Investor, respectively.

##  

## (i)                                     Third-PartyBeneficiaries. Certain provisions of this Agreement are entered into forthe benefit of and shall be enforceable by the MDCP Co-Investors as providedherein.

##  

## (j)                                     Business Days.If any time period for giving notice or taking action hereunder expires on aday which is a Saturday, Sunday or legal holiday in the state in which theCompany’s chief executive office is located, the time period shall beautomatically extended to the business day immediately following such Saturday,Sunday or holiday.

 

36

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## (k)                                  Rights of theCompany. Nothing in this Agreement shall interfere with or limit in any waythe right of the Company to terminate an Executive’s employment, or service asan officer or director at any time (with or without cause), nor confer upon anyExecutive any right to continue in the employ of, or to serve as an officer ordirector for, the Company for any period of time or to continue his or herpresent (or any other) rate of compensation, and in the event of his or hertermination of employment or termination of his service as an officer, ordirector (including, but not limited to, termination by the Company withoutcause) any portion of such Executive’s Convertible Shares that were not previouslyvested and convertible shall be forfeited. Nothing in this Agreement shallconfer upon any Executive any right to be selected again as a Management EquityPlan participant.

##  

## (l)                                     Adjustments.In the event of a reorganization, recapitalization, stock dividend or stocksplit, or combination or other change in the Ordinary Shares, the Board may, inorder to prevent the dilution or enlargement of rights granted hereunder, makesuch adjustments in the number and type of shares authorized by the ManagementEquity Plan, the number and type of shares in respect of which the ConvertibleShares granted hereunder are convertible and the Conversion Price specifiedherein as may be determined to be appropriate and equitable. Any suchadjustment shall be subject to confirmation by the Company’s auditors.

##  

## (m)                               Effectiveness. ThisAgreement shall become effective, with respect to each Executive, uponexecution and delivery of this Agreement by the Company and each suchExecutive.

##  

## (n)                                 Taxes. TheCompany shall be entitled, if necessary or desirable, to withhold (or secure orrequire payment from an Executive in lieu of withholding) the amount of anywithholding or other tax due with respect to any amount payable and/or sharesissuable under this Agreement or the Management Equity Plan, and the Company may deferany payment or issuance unless indemnified to its satisfaction with regard toany tax matter for the amounts payable or shares issuable. Each Executivehereby indemnifies the Company for any tax, liability, loss, expense or penaltythat the Company incurs as a result of an Executive not paying the aggregatetaxes which an Executive is required to pay in respect of the ConvertibleShares issued hereunder or the Ordinary Shares issued in respect thereof(including, in each case, upon sale or disposition thereof). Prior towithholding any amount or requiring any indemnification from any Executive, theCompany shall consult with the Executive and his tax advisors regarding thewithholding and the indemnification requested.

##  

## (p)                                 Tax Advice. EachExecutive will consult with his or her own tax advisor regarding the taxtreatment of the Ordinary Shares and the Convertible Shares (it beingunderstood that the Company is not giving an opinion with respect to norguaranteeing, and shall not be deemed to be giving an opinion with respect tonor guaranteeing, any tax results or consequences). Without limiting thegenerality of the foregoing, nothing herein shall prohibit the Company frommaking any filings or reports it reasonably believes may be required to bemade with local governmental authorities in respect of the Convertible Sharesor the Ordinary Shares issued or issuable hereunder (including upon sale ordisposition thereof).

 

37

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# 13.                                 Listing. In theevent that the Board and the holders of a majority of the Ordinary Shares(voting as a single class) then outstanding approve a Listing, each Executiveshall take all necessary or desirable actions in connection with the consummationof the Listing as requested by the Company. In the event that such Listing isan underwritten offering and the managing underwriters advise the Company inwriting that in their opinion the capital stock structure would adverselyaffect the marketability of the offering, each Executive shall consent to andvote for a recapitalization, reorganization and/or exchange of Ordinary Sharesinto securities that the managing underwriters, the Board and the holders of amajority of the Ordinary Shares then outstanding (voting as a single class)find acceptable, and each Executive shall take all necessary or desirableactions in connection with the consummation of the recapitalization,reorganization and/or exchange as requested by the Company: provided that the resultingsecurities reflect and are consistent with the rights and preferences set forthin the Company’s Articles of Association as in effect immediately prior to suchListing.

#  

# 14.                                 Certificates. Inthe event that any Executive requests or demands that the Company issue one ormore certificates representing the shares of Executive Stock purchasedhereunder, the Company may require that the certificate be registered inthe name of a nominee or custodian designated by the Company (the “Nominee”),and that, as a condition to such issuance, the Nominee will enter into anagreement with the Company and the MDCP Co-Investor Majority which shallinclude, among other things, a provision that the Nominee will not Transfersuch Executive Stock except in strict accordance with the terms of thisAgreement (in which case the Nominee shall give prior written notice of suchTransfer to the Company and the MDCP Co-Investor Majority) without the priorwritten consent of the Company and MDCP Co-Investor Majority. In the event thatthe Nominee does not agree to enter into an agreement with the Company, eachholder of Executive Stock irrevocably agrees that the Company shall be entitledto retain the certificates representing such Executive Stock in furtherance ofsuch holder’s obligations hereunder.

#  

* * * * *

 

38

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IN WITNESS WHEREOF, this Management EquityAgreement has been executed as of the date first written above.

 

 
|   | JSG PACKAGING LIMITED |
|--------|-----------------------|
|   |                  |
|   |                  |
|   | By:                   |   /s/  Michael O’Riordan |   |
|   |                  |   |   |
|   | Its:                  | Secretary |   |

 

39

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Acknowledged and agreed as of the date first above written:

 
| MDCP IV GLOBAL INVESTMENTS LP    |
|----------------------------------|
|                             |
| By: MDP IV Global GP, LP         |
| Its: General Partner             |
|                             |
| By: MDP Global Investors Limited |
| Its: General Partner             |
|                             |
|   /s/  Samuel M. Mencoff    |   |
| By:                              | Samuel M. Mencoff |   |
| Its:                             | Managing Director |   |
|                             |   |
| MDCP III GLOBAL INVESTMENTS LP   |
|                             |
| By: MDP III Global GP, LP        |
| Its: General Partner             |
|                             |
| By: MDP Global Investors Limited |
| Its: General Partner             |
|                             |
|   /s/  Samuel M. Mencoff    |   |
| By:                              | Samuel M. Mencoff |   |
| Its:                             | Managing Director |   |
|                             |   |
| MDSE III GLOBAL INVESTMENTS LP   |
|                             |
| By: MDP III Global GP, LP        |
| Its: General Partner             |
|                             |
| By: MDP Global Investors Limited |
| Its: General Partner             |
|                             |
|   /s/  Samuel M. Mencoff    |   |
| By:                              | Samuel M. Mencoff |   |
| Its:                             | Managing Director |   |

 

40

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| Acknowledged and agreed as of the date  first above written: |
|--------------------------------------------------------------|
|                                                         |
|                                                         |
|   /s/  Michael W.J. Smurfut                             |   |
| Dr. Michael W.J. Smurfit                                |   |
|                                                         |   |
|                                                         |   |
|   /s/  Gary McGann                                      |   |
| Gary McGann                                                  |   |
|                                                         |   |
|                                                         |   |
|   /s/  Anthony P.J. Smurfit                             |   |
| Anthony P.J. Smurfit                                         |   |
|                                                         |   |
|                                                         |   |
|   /s/  Ian J. Curley                                    |   |
| Ian J. Curley                                                |   |

 

41

----

 
| Acknowledged and agreed as of the date  first above written:                                                                  |
|-------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                          |
|                                                                                                                          |
| Smurfit Kappa Feeder G.P. Limited acting in  its capacity as general partner of, and on behalf of, Smurfit Kappa Feeder  L.P. |
|                                                                                                                          |
|                                                                                                                          |
| By:                                                                                                                           |   /s/  [Illegible] |   |
|                                                                                                                          |   |   |
| Its:                                                                                                                          | Director |   |

 

42

----

 
| Acknowledged and agreed as of the date  first above written: |
|--------------------------------------------------------------|
|                                                         |
|                                                         |
| BACCHANTES TWO LIMITED                                       |
|                                                         |
|                                                         |
| By:                                                          |   /s/  J. M. Killip |   |
|                                                         |   |
| Its:                                                         | J. M. Killip Director |   |

 

43

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|   | *For signature by individuals*                                     |
|--------|--------------------------------------------------------------------|
|   | * *                                                           |
|   | * *                                                           |
|   | Signature:                                                         |   |   |
|   | Name:                                                              |   |   |
|   |                                                               | (please print) |   |
|   |                                                               |
|   |                                                               |
|   | *For signature by partnerships, corporations    or other entities* |
|   | * *                                                           |
|   | * *                                                           |
|   | Name:                                                              |   |   |
|   |                                                               | (please print) |
|        |                                                                    |  |  |  |  |

 

44

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