Exhibit 10.1


 


	
  

  	
  Six
  CityPlace Drive, Creve Coeur, MO 63141

  Phone
  314.656.5300 ·
  smurfit-stone.com

  



 


May 7,
2009


 


John
R. Murphy


6822
River Ridge Dr.


Newburgh,
IN  47630


 


Re: Offer of Employment


 


Dear
John:


 


It
is with great pleasure that I extend an offer to you to join Smurfit-Stone Container
Corporation (SSCC) as the Senior Vice President and Chief Financial Officer.  I am very pleased that you are considering
this offer and I believe that upon your acceptance, you will become an integral
part of the SSCC team and can bring great value to the implementation of our
strategic initiatives and business plan. Your position will report to me and
your principal place of work will be Creve Coeur, Missouri.


 


This
letter contains important information about your position, salary, and the
benefits available to you at Smurfit-Stone. 
Please read this letter carefully and share your questions or concerns
with me.


 


The
following is a summary of the offer:


 


·                  Compensation.  You will receive an annual salary of $400,000.  You will be paid twice a month, on the 15th and last day of the month.


 


·                  Vacation.  You are eligible for 4 weeks vacation,
subject to the provisions in the Company’s vacation policy.  You will follow the vacation policy to earn
additional weeks.


 


·                  Management Incentive Plan.  During 2009, you will be eligible to
participate in the Management Incentive Plan at a target level of 100%.  The bonus will be paid on a semi-annual basis
and the bonus for 2009 will be based on Corporate EBITDAR and is subject to the
Plan document, all of which will be explained in further detail at the start of
your employment.  For 2009, your
participation in this plan will be prorated based upon the number of full months
you are employed at Smurfit-Stone as defined by the plan. We also anticipate
that your target bonus will be 100% for 2010. After SSCC emerges from
bankruptcy, we anticipate that the compensation plans will be revised and new
plans implemented.


 


·                  Long-Term Incentive Plan.  Beginning in 2010, if the terms of the plan
are approved, you will be eligible to participate at a target level of 100%.
The goals of the plan will likely be based on 50% Corporate EBITDAR and a 50%
restructuring goal.  We anticipate the
first pay-out will be, at the earliest, in 2011, after the Company emerges from
bankruptcy.


 

















 


·                  Relocation.   You will receive the following
relocation benefits:  house hunting,
final move trip to new location, transportation of household effects, up to 60
days temporary living, lease penalty, $5,000 lump sum, less applicable taxes
and deductions, home sale assistance with $1,000 fix-up allowance, sliding
scale sale bonus 3%/2%/1% during 90 day marketing period, loss on sale and new
home closing costs.  The payments for
house hunting, temporary living, lease penalty and new home closing costs will
be eligible for tax gross-up.   If home
sale does not occur within 90 days, the sale bonus is eliminated and the buyout
process begins.  If you voluntarily
resign your employment within two years of the start of your employment, you
will be required to reimburse the Company the cost of the relocation
benefits.  You will be required to sign a
reimbursement agreement setting forth this obligation.


 


Employment Requirements:


 


Non-solicitation
Agreement.  As we
discussed, you also agreed as a condition of accepting this offer to sign a
non-solicitation agreement, which you will receive under separate cover.


 


This
offer of employment is contingent upon satisfactory results of a pre-employment
background check, drug screen and physical examination.  It is my desire that we move quickly to
complete this process so that a mutually agreeable start date of May 15,
2009, can be arranged.


 


 As a Smurfit-Stone employee, you are expected
to maintain and uphold Company standards as explained in the Company’s Code of
Conduct.  You will be required to agree
to these standards in the Code of Conduct at the beginning of your
employment.  These standards include:


 


·                  Complying with applicable
laws and regulations


·                  Maintaining the
confidentiality of all company and client information


·                  Acting in an ethical and
professional manner at all times


 


Smurfit-Stone
Container Corporation is an “at will” employer, which means that the offer
letter is not an employment contract. 
Your employment with Smurfit-Stone is not for a specified term, and is
at the mutual consent of you and the company. 
You may be discharged or resign at any time, for any reason, with or
without good cause.  This policy cannot
be changed or amended, except by written agreement signed by you and an
authorized corporate officer.


 


Benefits:


 


You
will receive additional details on Smurfit-Stone’s entire benefit program,
including our 401(k) retirement plan, life insurance, disability, and
more.  You will be eligible for medical
plan benefits after a thirty-day waiting period with Smurfit-Stone.  If you elect medical plan benefits, you will
be required to pay a portion of the medical benefit premium, which will be
deducted from each paycheck on a pre-tax basis.


 


If
this letter fulfills our mutual understanding of your employment with
Smurfit-Stone, please sign below and fax this offer letter to Ron Hackney at
314-787-6164, so that we can begin to expedite the pre-employment process.  If you have any questions about the terms of
this offer, please contact me at 314-656-5252.


 

















 


John,
I believe you will be a great asset to our team.  On behalf of Smurfit-Stone, I want to
personally welcome you, and wish you the best in your career with our Company.


 


 


Sincerely,


 


	
  /s/
  Patrick J. Moore

  	
   

  



Patrick
J. Moore


Chairman &
CEO


 


 


Cc:  Ron Hackney


 


 


	
  Accepted:
  

  	
  /s/
  John Murphy

  	
   

  	
  Date:
  

  	
  May 8,
  2009

  
	
   

  	
  John
  Murphy