Exhibit
10.1


 


EMPLOYMENT AGREEMENT


 


This
EMPLOYMENT AGREEMENT is entered into as of August 8, 2003 by and among
Riverwood International Corporation, a Delaware corporation (“Employer”),
Riverwood Holding, Inc., a Delaware corporation (“Holding”) and Robert M. Simko
(“Executive”).


 


W I T N E S S E T H :


 


WHEREAS,
Employer desires to employ Executive as its Vice President Supply Chain
Management on the terms and conditions set forth herein;


 


WHEREAS,
Executive desires to accept such employment on the terms and conditions set
forth herein;


 


WHEREAS,
each of Employer, Holding and Executive agrees that Executive will have
a prominent role in the management of the business, and the development of
the goodwill, of Employer and its Affiliates (as defined below) and will
establish and develop relations and contacts with the principal customers and
suppliers of Employer and its Affiliates in the United States and the rest of
the world, all of which constitute valuable goodwill of, and could be used by
Executive to compete unfairly with, Employer and its Affiliates;


 


WHEREAS,
(i) in the course of his employment with Employer, Executive will
obtain confidential and proprietary information and trade secrets concerning
the business and operations of Employer and its Affiliates in the United States
and the rest of the world that could be used to compete unfairly with Employer
and its Affiliates; (ii) the covenants and restrictions contained
in Sections 8 through 13, inclusive, are intended to protect the
legitimate interests of Employer and its Affiliates in their respective
goodwill, trade secrets and other confidential and proprietary information; and
(iii) Executive desires to be bound by such covenants and
restrictions;


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
promises contained herein and for other good and valuable consideration,
Employer, Holding and Executive hereby agree as follows:


 


1                                          Agreement
to Employ. Upon the terms and subject to the conditions of this Agreement,
Employer hereby employs Executive, and Executive hereby accepts employment by
Employer.


 


2                                          Term; Position and Responsibilities.


 


(a)                                  Term
of Employment. Unless Executive’s employment shall sooner terminate
pursuant to Section 7, Employer shall employ Executive for a term 


 

















 


commencing on the
date hereof and ending on the second anniversary of the date hereof (the “Initial
Term”). Effective upon the expiration of the Initial Term and of each
Additional Term (as defined below), Executive’s employment hereunder shall be
deemed to be automatically extended, upon the same terms and conditions, for an
additional period of one year (each, an “Additional Term”), in each such
case, commencing upon the expiration of the Initial Term or the then current
Additional Term, as the case may be, unless Employer, at least 180 days prior
to the expiration of the Initial Term or such Additional Term, shall give
written notice (a ”Non-Extension Notice”) to Executive of its intention
not to extend the Employment Period (as defined below) hereunder, provided
that a Non-Extension Notice shall not constitute a notice to
Executive of the termination of his employment by Employer unless such notice
specifically provides for such termination of employment and the specific date
thereof. The period during which Executive is employed pursuant to this
Agreement, including any extension thereof in accordance with the preceding
sentence, shall be referred to as the “Employment Period”.


 


(b)                                 Position
and Responsibilities. During the Employment Period, Executive shall serve
as Vice President Supply Chain Management of Employer and have such duties and
responsibilities as are customarily assigned to individuals serving in such
position and such other duties consistent with Executive’s title and position
as the Board of Directors of Employer (“Employer’s Board”) specifies from time
to time. Executive shall report to the Company’s President and Chief Executive
Officer. Executive shall devote all of his skill, knowledge and working time
(except for (i) vacation time as set forth in Section 6(c) and
absence for sickness or similar disability and (ii) to the extent
that it does not interfere with the performance of Executive’s duties
hereunder, (A) such reasonable time as may be devoted to service on
boards of directors of other corporations and entities, subject to the
provisions of Section 9, and the fulfillment of civic responsibilities and
(B) such reasonable time as may be necessary from time to time for
personal financial matters) to the conscientious performance of the duties and
responsibilities of such position. If so elected or designated by the
respective shareholders thereof, Executive shall serve as a member of the
Boards of Directors of Holding, Employer and their respective Affiliates during
the Employment Period without additional compensation.


 


3                                          Base
Salary. As compensation for the services to be performed by Executive
during the Employment Period, Employer shall pay Executive a base salary
at an annualized rate of $230,000, payable in installments on Employer’s
regular payroll dates, and, in the event that Executive’s employment hereunder
is terminated by death, for the remainder of the pay period in which death
occurs and for one month thereafter. Employer’s Board shall review Executive’s
base salary annually during the period of his employment hereunder and, in its
sole discretion, Employer’s Board may increase (but may not decrease) such base
salary from time to time based upon the performance of Executive, the financial
condition of Employer, prevailing industry salary levels and such other factors
as Employer’s Board shall consider relevant. (The annual base salary


 


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payable to
Executive under this Section 3, as the same may be increased from time to
time and without regard to any reduction therefrom in accordance with the next
sentence, shall hereinafter be referred to as the “Base Salary”.)  The Base Salary payable under this
Section 3 shall be reduced to the extent that Executive elects to defer
such Base Salary under the terms of any deferred compensation, savings plan or
other voluntary deferral arrangement that may be maintained or established by
Employer.


 


4                                          Incentive Compensation Arrangements. During the Employment Period,
Executive shall participate in Employer’s incentive compensation programs for
its senior executives existing from time to time, at a level commensurate
with his position and duties with Employer and based on such performance
targets as may be established from time to time by Employer’s Board or
a committee thereof.


 


5                                          Employee
Benefits. During the Employment Period, employee benefits, including life,
medical, dental, accidental death and dismemberment, business travel accident,
prescription drug and disability insurance, shall be provided to Executive in
accordance with the programs of Employer then available to its senior
executives, as the same may be amended and in effect from time to time. Executive
shall also be entitled to participate in all of Employer’s profit sharing,
pension, retirement, deferred compensation and savings plans, as the same may
be amended and in effect from time to time, applicable to senior executives of
Employer. The benefits referred to in this Section 5 shall be provided to
Executive on a basis that is commensurate with Executive’s position and
duties with Employer hereunder and that is no less favorable than that of
similarly situated employees of Employer.


 


6                                          Perquisites and Expenses.


 


(a)                                  General.
During the Employment Period, Executive shall be entitled to the perquisites
set forth on Schedule I hereto.


 


(b)                                 Business
Travel, Lodging, etc. Employer shall reimburse Executive for reasonable
travel, lodging, meal and other reasonable expenses incurred by him in
connection with his performance of services hereunder upon submission of
evidence, satisfactory to Employer, of the incurrence and purpose of each such
expense and otherwise in accordance with Employer’s business travel
reimbursement policy applicable to its senior executives as in effect from time
to time.


 


(c)                                  Vacation.
During the Employment Period, Executive shall be entitled to a number of
weeks of paid vacation on an annualized basis, without carryover accumulation,
equal to the greater of (i) four weeks and (ii) the
number of weeks of paid vacation per year applicable to senior executives of
Employer in accordance with its vacation policy as in effect from time to time.


 


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7                                          Termination
of Employment.


 


(a)                                  Termination
Due to Death or Disability. In the event that Executive’s employment
hereunder terminates due to death or is terminated by Employer due to Executive’s
Disability (as defined below), no termination benefits shall be payable to or
in respect of Executive except as provided in Section 7(f)(ii). For
purposes of this Agreement, “Disability” shall mean a physical or mental
disability that prevents or would prevent the performance by Executive of his
duties hereunder for a continuous period of six months or longer. The
determination of Executive’s Disability shall (i) be made by an
independent physician who is reasonably acceptable to Employer and Executive
(or his representative), (ii) be final and binding on the parties
hereto and (iii) be based on such competent medical evidence as shall
be presented to such independent physician by Executive and/or Employer or by
any physician or group of physicians or other competent medical experts
employed by Executive and/or Employer to advise such independent physician.


 


(b)                                 Termination
by Employer for Cause. Executive may be terminated for Cause (as defined
below) by Employer, provided that Executive shall be permitted to attend
a meeting of Employer’s Board within 30 days after delivery to him of
a Notice of Termination (as defined below) pursuant to this
Section 7(b) to explain why he should not be terminated for Cause and, if
following any such explanation by Executive, Employer’s Board determines that
Employer does not have Cause to terminate Executive’s employment, any such
prior Notice of Termination delivered to Executive shall thereupon be withdrawn
and of no further force or effect. “Cause” shall mean (i) the
willful failure of Executive substantially to perform his duties hereunder
(other than any such failure due to Executive’s physical or mental illness) or
other willful and material breach by Executive of any of his obligations
hereunder or under any option agreement or other incentive award agreement,
after a written demand for substantial performance has been delivered, and
a reasonable opportunity to cure has been given, to Executive by Employer’s
Board, which demand identifies in reasonable detail the manner in which
Employer’s Board believes that Executive has not substantially performed his
duties or has breached his obligations, (ii) Executive’s engaging
in willful and serious misconduct that has caused or is reasonably expected to
result in material injury to Employer or any of its Affiliates or (iii) Executive’s
conviction of, or entering a plea of guilty or nolo  contendere
to, a crime that constitutes a felony.


 


(c)                                  Termination
Without Cause. A termination “Without Cause” shall mean
a termination of employment by Employer other than due to Disability as
described in Section 7(a) or for Cause as described in Section 7(b).


 


(d)                                 Termination
by Executive. Executive may terminate his employment for any reason. A termination
of employment by Executive for “Good Reason” shall mean a termination by
Executive of his employment with Employer within 30 days following 


 


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the occurrence,
without Executive’s consent, of any of the following events: (i) the
assignment to Executive of duties that are significantly different from, and
that result in a substantial diminution of, the duties that he is to
assume on the date hereof, (ii) the failure of Employer to obtain
the assumption of this Agreement by any Successor (as defined below) to
Employer as contemplated by Section 14, (iii) a reduction in
the rate of Executive’s Base Salary, (iv) a material breach by
Employer of any of its obligations hereunder or by Holding of any of its
obligations under any option agreement or other incentive award agreement or (v) delivery
to Executive of a Non-Extension Notice, provided that, in the case
of any of clauses (i), (iii) or (iv), within 30 days following
the occurrence of any of the events set forth therein, Executive shall have
delivered written notice to Employer of his intention to terminate his
employment for Good Reason, which notice specifies in reasonable detail the
circumstances claimed to give rise to Executive’s right to terminate his
employment for Good Reason, and Employer or Holding, as the case may be, shall
not have cured such circumstances to the reasonable satisfaction of Executive.


 


(e)                                  Notice
of Termination. Any termination by Employer pursuant to Section 7(a),
7(b) or 7(c), or by Executive pursuant to Section 7(d), shall be
communicated by a written Notice of Termination addressed to the other
parties to this Agreement. A ”Notice of Termination” shall mean
a notice stating that Executive’s employment with Employer has been or
will be terminated.


 


(f)                                    Payments Upon Certain Terminations.


 


(i)                                     In
the event of a termination of Executive’s employment by Employer Without
Cause or a termination by Executive of his employment for Good Reason
during the Employment Period, Employer shall pay to Executive (or, following
his death, to Executive’s beneficiaries):


 


(A)                              his
Base Salary, which shall be payable in installments on Employer’s regular
payroll dates, for the period (the “Severance Period”) beginning on the Date of
Termination (as defined below) and ending on the first anniversary of the Date
of Termination, and


 


(B)                                the product of (1) the amount of
incentive compensation that would have been payable to Executive for the
calendar year in which the Date of Termination occurs if Executive had remained
employed for the entire calendar year and assuming that all applicable
performance targets had been achieved, multiplied by (2) a fraction,
the numerator of which is equal to the number of days in such calendar year
that precede the Date of Termination and the denominator of which is equal
to 365 (such product, the “Pro Rata Bonus”), less


 


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(C)                                the
amount, if any, paid or payable to Executive under the terms of any severance
plan, policy, program or practice of Holding, Employer or any of their
respective Affiliates applicable to Executive, as in effect on the Date of
Termination;


 


provided
that Employer may, at any time, pay to Executive, in a single lump sum and
in satisfaction of Employer’s obligations under clauses (A) and (B)
of this Section 7(f)(i), an amount equal to (x) the
installments of the Base Salary then remaining to be paid to Executive pursuant
to clause (A) above, and the amount, if any, then remaining to be paid to
Executive pursuant to clause (B) above, less (y) the
amount, if any, remaining to be paid to Executive pursuant to any plan, policy,
program or practice identified under clause (C) above.


 


If
Executive’s employment shall terminate and he is entitled to receive continued
payments of his Base Salary under clause (A) of this Section 7(f)(i),
Employer shall (x) continue to provide to Executive during the
Severance Period the life, medical, dental and prescription drug benefits
referred to in Section 5 (the “Continued Benefits”) and (y) reimburse
Executive for expenses incurred by him for outplacement and career counseling
services provided to Executive for an aggregate amount not in excess of the
lesser of (i) $25,000 and (ii) 20% of Executive’s Base Salary.


 


Executive
shall not have a duty to mitigate the costs to Employer under this
Section 7(f)(i), except that Continued Benefits shall be reduced or
canceled to the extent of any comparable benefit coverage earned by (whether or
not paid currently) or offered to Executive during the Severance Period by
a subsequent employer or other Person (as defined below) for which
Executive performs services, including but not limited to consulting services.


 


(ii)                                  If
Executive’s employment shall terminate upon his death or Disability or if
Employer shall terminate Executive’s employment for Cause or Executive shall
terminate his employment without Good Reason during the Employment Period,
Employer shall pay Executive his full Base Salary through the Date of
Termination; plus, in the case of termination upon Executive’s death or
Disability, if, as of the Date of Termination, Employer has achieved the pro
rated performance objectives for such calendar year (determined as provided in
Section 7(f)(i)), the Pro Rata Bonus for the portion of the calendar year
preceding Executive’s Date of Termination (exclusive of any time between the
onset of a physical or mental disability that prevents the performance by
Executive of his duties hereunder and the resulting Date of Termination); plus,
in the case of termination upon Executive’s death, his full Base Salary for the
remainder of the pay period in which death occurs and for one month thereafter,
as provided in Section 3.


 


(iii)                               Except
as specifically set forth in this Section 7(f), no benefits payable to
Executive under any otherwise applicable plan, policy, program or practice of
Employer 


 


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shall be limited by this
Section 7(f), provided that (x) Executive shall not be
entitled to receive any payments or benefits under any such plan, policy,
program or practice providing any bonus or incentive compensation (and the
provisions of this Section 7(f) shall supersede the provisions of any such
plan, policy, program or practice), and (y) the amount, if any,
paid or payable to Executive under the terms of any such plan, policy, program
or practice relating to severance shall reduce the amounts payable under
Section 7(f)(i) as provided in clause (C) thereof.


 


(g)                                 Date
of Termination. As used in this Agreement, the term “Date of Termination”
shall mean (i) if Executive’s employment is terminated by his
death, the date of his death, (ii) if Executive’s employment is
terminated by Employer for Cause, the date on which Notice of Termination is
given as contemplated by Section 7(e) or, if later, the date of
termination specified in such Notice, and (iii) if Executive’s
employment is terminated by Employer Without Cause, due to Executive’s
Disability or by Executive for any reason, the date that is 30 days after
the date on which Notice of Termination is given as contemplated by
Section 7(e) or, if no such Notice is given, 30 days after the date
of termination of employment.


 


(h)                                 Resignation
upon Termination. Effective as of any Date of Termination under this
Section 7 or otherwise as of the date of Executive’s termination of
employment with Employer, Executive shall resign, in writing, from all Board
memberships and other positions then held by him with Holding, Employer and
their respective Affiliates.


 


8                                          Unauthorized
Disclosure. During the period of Executive’s employment with Employer and
the ten-year period following any termination of such employment, without the
prior written consent of Employer’s Board or its authorized representative,
except to the extent required by an order of a court having jurisdiction
or under subpoena from an appropriate government agency, in which event,
Executive shall use his best efforts to consult with Employer’s Board prior to
responding to any such order or subpoena, and except as required in the
performance of his duties hereunder, Executive shall not disclose any
confidential or proprietary trade secrets, customer lists, drawings, designs,
information regarding product development, marketing plans, sales plans,
manufacturing plans, management organization information (including but not
limited to data and other information relating to members of the Board of
Directors of Holding, Employer or any of their respective Affiliates or to
management of Holding, Employer or any of their respective Affiliates),
operating policies or manuals, business plans, financial records, packaging
design or other financial, commercial, business or technical information (a) relating
to Holding, Employer or any of their respective Affiliates or (b) that
Holding, Employer or any of their respective Affiliates may receive belonging
to suppliers, customers or others who do business with Holding, Employer or any
of their respective Affiliates (collectively, “Confidential Information”) to
any third person unless such Confidential Information has been previously
disclosed to the public or is in the public domain (other than by reason of
Executive’s breach of this Section 8).


 


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9                                          Non-Competition.
During the period of Executive’s employment with Employer and, following any
termination thereof, the period ending on the later of (a) the
first anniversary of the Date of Termination and (b) the last day
of the Severance Period, Executive shall not, directly or indirectly, become
employed in a similar executive capacity by, engage in business with, serve as
an agent or consultant to, or become a partner, member, principal or stockholder
(other than a holder of less than 1% of the outstanding voting shares of
any publicly held company) of, The Mead Corporation, any of its subsidiaries or
any other current or future direct competitor (or any of such direct competitor’s
subsidiaries or affiliates) in the paperboard and paperboard packaging business
of Holding, Employer or any of their respective subsidiaries, as determined in
good faith by Employer’s Board. For purposes of this Section 9, the phrase
employment “in a similar executive capacity” shall mean employment in any
position in connection with which Executive has or reasonably would be viewed
as having powers and authorities with respect to any other Person or any part
of the business thereof that are substantially similar, with respect thereto,
to the powers and authorities assigned to the Vice President, Supply Chain
Management or any superior executive officer of Employer in the By-Laws of
Employer as in effect on the date hereof, a copy of the relevant portions
of which has been delivered to Executive on or before the date hereof, and
which Executive hereby confirms that he has reviewed.


 


10                                    Non-Solicitation
of Employees. During the period of Executive’s employment with Employer
and, following any termination thereof, the period ending on the last day of
the Severance Period (such periods collectively, the “Restriction Period”),
Executive shall not, directly or indirectly, for his own account or for the
account of any other Person anywhere in the United States or Europe, (i) solicit
for employment, employ or otherwise interfere with the relationship of Holding,
Employer or any of their respective subsidiaries with, any person who at any
time during the six months preceding such solicitation, employment or
interference is or was employed by or otherwise engaged to perform services for
Holding, Employer or any of their respective subsidiaries, other than any such
solicitation or employment during Executive’s employment with Holding and
Employer on behalf of Holding, and Employer, or (ii) induce any
employee of Holding, Employer or any of their respective Affiliates who is
a member of management to engage in any activity which Executive is
prohibited from engaging in under any of Sections 8, 9, 10 or 11 or
to terminate his employment with Employer.


 


11                                    Non-Solicitation
of Customers. During the Restriction Period, Executive shall not, directly
or indirectly, for his own account or for the account of any other Person
anywhere in the United States or Europe, solicit or otherwise attempt to establish
any business relationship of a nature that is competitive with the
paperboard and paperboard packaging business of Holding, Employer or any of
their respective subsidiaries, as determined in good faith by Employer’s Board
with any Person who is or was a customer, client or distributor of
Holding, Employer or any of their respective Affiliates 


 


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at any time during
which Executive was employed by Employer (in the case of any such activity
during such time) or during the twelve-month period preceding the Date of
Termination (in the case of any such activity after the Date of Termination),
other than any such solicitation on behalf of Holding, Employer or any of their
respective Affiliates during Executive’s employment with Employer.


 


12                                    Return
of Documents. In the event of the termination of Executive’s employment for
any reason, Executive shall deliver to Employer all of (a) the
property of each of Holding, Employer and their respective Affiliates and (b) the
non-personal documents and data of any nature and in whatever medium of each of
Holding, Employer and their respective Affiliates, and he shall not take with
him any such property, documents or data or any reproduction thereof, or any
documents containing or pertaining to any Confidential Information. Whether
documents or data are “personal” or “non-personal” shall be determined as
follows:  Executive shall present any
documents or data that he wishes to take with him to the chief legal officer of
Employer for his review. The chief legal officer shall make an initial
determination whether any such documents or data are personal or non-personal,
and with respect to such documents or data that he determines to be
non-personal, shall notify Executive either that such documents or data must be
retained by Employer or that Employer must make and retain a copy thereof
before Executive may take such documents or data with him. Any disputes as to
the personal or non-personal nature of any such documents or data shall first
be presented to the Chairman of Employer’s Board or to another representative
designated by Employer’s Board, and if such disputes are not promptly resolved
by Executive and the Chairman or such representative, such disputes shall be
resolved through arbitration pursuant to Section 17(b).


 


13                                    Injunctive
Relief with Respect to Covenants; Forum, Venue and Jurisdiction. Executive
acknowledges and agrees that the covenants, obligations and agreements of
Executive contained in Sections 8, 9, 10, 11, 12 and 13 relate to
special, unique and extraordinary matters and that a violation of any of
the terms of such covenants, obligations or agreements will cause Employer
irreparable injury for which adequate remedies are not available at law. Therefore,
Executive agrees that Employer shall be entitled to an injunction, restraining
order or such other equitable relief (without the requirement to post bond) as
a court of competent jurisdiction may deem necessary or appropriate to
restrain Executive from committing any violation of such covenants, obligations
or agreements. These injunctive remedies are cumulative and in addition to any
other rights and remedies Employer may have. Employer, Holding and Executive
hereby irrevocably submit to the exclusive jurisdiction of the courts of the
State of New York and the Federal courts of the United States of America,
in each case located in New York City, in respect of the injunctive
remedies set forth in this Section 13 and the interpretation and enforcement
of Sections 8, 9, 10, 11, 12 and 13 insofar as such interpretation
and enforcement relate to any request or application for injunctive relief in
accordance with the provisions of this Section 13, and the parties hereto
hereby 


 


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irrevocably agree
that (a) the sole and exclusive appropriate venue for any suit or
proceeding relating solely to such injunctive relief shall be in such
a court, (b) all claims with respect to any request or
application for such injunctive relief shall be heard and determined
exclusively in such a court, (c) any such court shall have
exclusive jurisdiction over the person of such parties and over the subject
matter of any dispute relating to any request or application for such
injunctive relief, and (d) each hereby waives any and all
objections and defenses based on forum, venue or personal or subject matter
jurisdiction as they may relate to an application for such injunctive relief in
a suit or proceeding brought before such a court in accordance with
the provisions of this Section 13. All disputes not relating to any
request or application for injunctive relief in accordance with this
Section 13 shall be resolved by arbitration in accordance with
Section 17(b).


 


14                                    Assumption
of Agreement. Employer shall require any Successor thereto, by agreement in
form and substance reasonably satisfactory to Executive, to expressly assume
and agree to perform this Agreement in the same manner and to the same extent
that Employer would be required to perform it if no such succession had taken
place. Failure of Employer to obtain such agreement prior to the effectiveness
of any such succession shall be a breach of this Agreement and shall
entitle Executive to compensation from Employer in the same amount and on the
same terms as Executive would be entitled hereunder if Employer had terminated
Executive’s employment Without Cause as described in Section 7, except
that for purposes of implementing the foregoing, the date on which any such
succession becomes effective shall be deemed the Date of Termination.


 


15                                    Entire
Agreement. This Agreement (including the Exhibit hereto) constitutes the
entire agreement among the parties hereto with respect to the subject matter
hereof. All prior correspondence and proposals (including but not limited to
summaries of proposed terms) and all prior promises, representations,
understandings, arrangements and agreements relating to such subject matter
(including but not limited to those made to or with Executive by any other
Person and those contained in any prior employment, consulting or similar
agreement entered into by Executive and Employer or any predecessor thereto or
Affiliate thereof) are merged herein and superseded hereby.


 


16                                    Indemnification.
Employer hereby agrees that it shall indemnify and hold harmless Executive to
the fullest extent permitted by Delaware law from and against any and all
liabilities, costs, claims and expenses, including all costs and expenses
incurred in defense of litigation (including attorneys’ fees), arising out of
the employment of Executive hereunder, except to the extent arising out of or
based upon the gross negligence or willful misconduct of Executive. Costs and
expenses incurred by Executive in defense of such litigation (including
attorneys’ fees) shall be paid by Employer in advance of the final disposition
of such litigation upon receipt by Employer of (a) a written
request for payment, (b) appropriate documentation evidencing the 


 


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incurrence, amount
and nature of the costs and expenses for which payment is being sought, and (c) an
undertaking adequate under Delaware law made by or on behalf of Executive to
repay the amounts so paid if it shall ultimately be determined that Executive
is not entitled to be indemnified by Employer under this Agreement, including
but not limited to as a result of such exception.


 


17                                    Miscellaneous.


 


(a)                                  Binding
Effect; Assignment. This Agreement shall be binding on and inure to the
benefit of Employer, Holding and their respective successors and permitted
assigns. This Agreement shall also be binding on and inure to the benefit of
Executive and his heirs, executors, administrators and legal representatives. This
Agreement shall not be assignable by any party hereto without the prior written
consent of the other parties hereto, except as provided pursuant to this
Section 17(a). Each of Holding and Employer may effect such an assignment
without prior written approval of Executive upon the transfer of all or
substantially all of its business and/or assets (by whatever means), provided
that the Successor to Employer shall expressly assume and agree to perform this
Agreement in accordance with the provisions of Section 14.


 


(b)                                 Arbitration.
Any dispute or controversy arising under or in connection with this Agreement
(except in connection with any request or application for injunctive relief in
accordance with Section 13) shall be resolved by binding arbitration. The
arbitration shall be held in the city of Atlanta, Georgia and except to the
extent inconsistent with this Agreement, shall be conducted in accordance with
the Commercial Arbitration Rules of the American Arbitration Association then
in effect at the time of the arbitration, and otherwise in accordance with principles
which would be applied by a court of law or equity. The arbitrator shall be
acceptable to both Employer and Executive. If the parties cannot agree on an
acceptable arbitrator, the dispute shall be heard by a panel of three
arbitrators, one appointed by Employer, one appointed by Executive, and the
third appointed by the other two arbitrators. All expenses of arbitration shall
be borne by the party who incurs the expense, or, in the case of joint
expenses, by both parties in equal portions, except that, in the event
Executive prevails on the principal issues of such dispute or controversy, all
such expenses shall be borne by Employer.


 


(c)                                  Governing
Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without reference to principles of conflicts
of laws, provided that the indemnification provisions contained in
Section 16 shall be governed by and construed in accordance with the laws
of the State of Delaware.


 


(d)                                 Taxes.
Employer may withhold from any payments made under this Agreement all
applicable taxes, including but not limited to income, employment and social
insurance taxes, as shall be required by law.


 


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(e)                                  Amendments.
No provision of this Agreement may be modified, waived or discharged unless
such modification, waiver or discharge is approved by Employer’s Board or
a Person authorized thereby and is agreed to in writing by Executive and,
in the case of any such modification, waiver or discharge affecting the rights
or obligations of Holding, is approved by the Board of Directors of Holding or
a Person authorized thereby. No waiver by any party hereto at any time of
any breach by any other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or
at any prior or subsequent time. No waiver of any provision of this Agreement
shall be implied from any course of dealing between or among the parties hereto
or from any failure by any party hereto to assert its rights hereunder on any
occasion or series of occasions.


 


(f)                                    Severability.
In the event that any one or more of the provisions of this Agreement shall be
or become invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not be affected thereby.


 


(g)                                 Notices.
Any notice or other communication required or permitted to be delivered under
this Agreement shall be (i) in writing, (ii) delivered
personally, by courier service or by certified or registered mail, first-class
postage prepaid and return receipt requested, (iii) deemed to have
been received on the date of delivery or, if so mailed, on the third business
day after the mailing thereof, and (iv) addressed as follows (or to
such other address as the party entitled to notice shall hereafter designate in
accordance with the terms hereof):


 


(A)                              If
to Employer, to it at:


 


Riverwood International Corporation


814 Livingston Court


Marietta, Georgia 
30067


Attention:  General Counsel


 


(B)                                if
to Holding, to it at:


 


c/o Riverwood International Corporation


814 Livingston Court


Marietta, Georgia 
30067


Attention:  General Counsel


 


(C)                                if
to Executive, to him at his residential address as currently on file with
Employer.


 


12

















 


Copies of any
notices or other communications given under this Agreement shall also be given
to:


 


Clayton, Dubilier & Rice, Inc.


375 Park Avenue


New York, New York 
10152


Attention:  Mr. Kevin J. Conway


 


and


 


Debevoise & Plimpton


875 Third Avenue


New York, New York 
10022


Attention:  Franci J. Blassberg, Esq.


 


(h)                                 Voluntary
Agreement; No Conflicts. Executive, Employer and Holding each represent
that they are entering into this Agreement voluntarily and that Executive’s
employment hereunder and each party’s compliance with the terms and conditions
of this Agreement will not conflict with or result in the breach by such party
of any agreement to which he or it is a party or by which he or it or his
or its properties or assets may be bound.


 


(i)                                     Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed
an original and all of which together shall constitute one and the same
instrument.


 


(j)                                     Headings.
The section and other headings contained in this Agreement are for the
convenience of the parties only and are not intended to be a part hereof
or to affect the meaning or interpretation hereof.


 


(k)                                  Certain Definitions.


 


“Affiliate”:  with respect to any Person, means
any other Person that, directly or indirectly through one or more
intermediaries, Controls, is Controlled by, or is under common Control with the
first Person, including but not limited to a Subsidiary of the first
Person, a Person of which the first Person is a Subsidiary, or
another Subsidiary of a Person of which the first Person is also
a Subsidiary.


 


“Control”:  with respect to any Person, means the
possession, directly or indirectly, severally or jointly, of the power to
direct or cause the direction of the management policies of such Person,
whether through the ownership of voting securities, by contract or credit
arrangement, as trustee or executor, or otherwise.


 


13

















 


“Person”:  any natural person, firm, partnership,
limited liability company, association, corporation, company, trust, business
trust, governmental authority or other entity.


 


“Subsidiary”: 
with respect to any Person, each corporation or other Person in which
the first Person owns or Controls, directly or indirectly, capital stock or
other ownership interests representing 50% or more of the combined voting
power of the outstanding voting stock or other ownership interests of such
corporation or other Person.


 


“Successor”: 
of a Person means a Person that succeeds to the first Person’s
assets and liabilities by merger, liquidation, dissolution or otherwise by
operation of law, or a Person to which all or substantially all the assets
and/or business of the first Person are transferred.


 


14

















 


IN WITNESS WHEREOF, Employer and Holding have duly
executed this Agreement by their authorized representatives, and Executive has
hereunto set his hand, in each case effective as of the date first above
written.


 


 


	
   

  	
  RIVERWOOD INTERNATIONAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen M. Humphrey 

  	
   

  
	
   

  	
   

  	
  Name: Stephen M. Humphrey

  
	
   

  	
   

  	
  Title: President and CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RIVERWOOD HOLDING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen M. Humphrey 

  	
   

  
	
   

  	
   

  	
  Name: Stephen M. Humphrey

  
	
   

  	
   

  	
  Title: President and CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Executive:

  
	
   

  	
   

  
	
   

  	
  /s/ Robert M. Simko 

  	
   

  
						



 


15

















 


Schedule I


 


Perquisites


 


1                                          Annual
executive physical.


 


2                                          Reimbursement
up to $1,000 annually for expenses relating to income tax preparation plus
additional fees if incurred on account of job-related circumstances and the
cost of representation by return preparer during any audit.


 


3                                          Reimbursement
for expenses incurred for financial and estate planning services of up to
$5,000 for expenses incurred in the first calendar year services are utilized
and up to $2,500 for expenses incurred in calendar years thereafter.


 


4                                          Subject
to the advance approval of the CEO, reimbursement for initiation fees (“grossed
up” for federal and state income taxes) and dues for one country club and one
luncheon or city club.


 


16

















 


AMENDMENT
TO


EMPLOYMENT
AGREEMENT


 


THIS AMENDMENT (the “Amendment”), effective as of
February 1, 2006, by and between Graphic Packaging International, Inc. f/k/a
Riverwood International Corporation (“Employer”), Graphic Packaging Corporation
f/k/a Riverwood Holding, Inc. (“Holding”) and Robert M. Simko (“Executive”),
amends that certain Employment Agreement, dated as of August 8, 2003, by and
between Employer, Holding and Executive, as follows:


 


1.               Section
2(b) of the Employment Agreement is amended by substituting “Vice President
Supply Chain Management” with “Senior Vice President, Paperboard Operations.”


 


2.               Section
3 of the Employment Agreement is amended by substituting “$230,000” with
“$310,000.”


 


IN WITNESS WHEREOF, Employer and Holding have duly
executed this Amendment by the authorized representatives, and Executive has hereunto
set his hand, in each case effective as of the date first above written.


 


	
   

  	
  GRAPHIC PACKAGING
  INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Stephen M. Humphrey 

  	
  2/21/2006

  
	
   

  	
   

  	
  Stephen
  M. Humphrey 

  	
   

  
	
   

  	
   

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
  GRAPHIC PACKAGING
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Stephen M. Humphrey 

  	
  2/21/2006

  
	
   

  	
   

  	
  Stephen M. Humphrey

  
	
   

  	
   

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Robert M. Simko 

  	
  2/21/2006

  
	
   

  	
  Robert M. Simko