Exhibit 10.21(b)


 


CONSULTING AGREEMENT


 


This
Consulting Agreement (the “Agreement”) is made and entered into as of this 1st
day of January 2005 by and between William N. Wandmacher (“Consultant”) and
Smurfit-Stone Container Enterprises, Inc., a Delaware corporation (the “Company”).


 


RECITALS


 


WHEREAS,
Consultant has been a valuable executive employee of the Company having served
the Company as Vice President and General Manager-Containerboard Mill Division;
and


 


WHEREAS, the
Consultant and the Company have mutually agreed to terminate the Employment
Agreement, dated October 1, 2000, between the Consultant and the parent
corporation of the Company, effective as of December 31, 2004; and


 


WHEREAS, the
Board of Directors and management of the Company desire to be able, from time
to time, to call upon the expertise of Consultant.


 


COVENANTS


 


NOW,
THEREFORE, the parties agree as follows:


 


1.             Consulting Period.  The consulting period shall run from January
1, 2005 to December 31, 2005, and shall continue thereafter until terminated by
either party on 60 days’ written notice to the other party.


 


2.             Duties.  During the Consulting Period, Consultant
shall hold himself available for consultation and advice on a stand by basis
and upon request of senior management of the Company to furnish consultation
and advisory services to the Company, potentially including those described on
Exhibit A.  The manner, times and places
for the performance of such services shall be mutually agreed to by the
parties.


 


3.             Consulting Fees.  The Company shall pay Consultant a fee of
$6,250 per month, payable in advance on the first day of each month, plus a fee
of $200 per hour for each hour in any month in excess of 40 hours per month
spent engaged in consulting activities herewith during the Consulting Period (“Consulting
Fees”).


 


4.             Expenses.  The Company shall reimburse Consultant for
all expenses reasonably incurred in connection with the performance of services
hereunder, in accordance with the Company’s policies and procedures as in effect
from time to time.  Consultant shall seek
advance approval from the Chief Executive Officer of the Company or his
designate for any expenses that will exceed $5,000 in the aggregate.


 





















 


5.             Status.  It is expressly understood and agreed by the
parties that, as of January 1, 2005, Consultant shall be an independent
contractor and shall not for any purpose be considered an employee of the
Company.  The Company shall not be
required to make any social security, state or federal unemployment
compensation, or similar payments on behalf of Consultant, and to the extent
consistent with applicable law, the Company will not withhold any amounts from
the Consulting Fees as federal income tax withholding from wages or as employee
contributions under the Federal Insurance Contributions Act or any other state
or federal laws.  Consultant shall be
solely responsible for the withholding and/or payment of any federal, state or
local income or payroll taxes with respect to the Consulting Fees.  Nothing contained in this Section 4 shall
modify, change, limit or restrict the benefits Consultant is otherwise entitled
to from the Company for his years of service as an employee.


 


6.             Death or Disability.  In the event Consultant dies or becomes
disabled during the Consulting Period, and is not then in default of any of his
obligations hereunder, no reimbursement of any portion of the Consulting Fees
shall be required, and this Agreement shall be deemed terminated as of the date
of Consultant’s death or the date of appointment of a guardian or trustee for
Consultant, as the case may be.


 


7.             Remedies.  Each party agrees to give the other written
notice of any breach by the other party of this Agreement.  The breaching party shall have thirty (30)
days from the date of such written notice to cure any such breach.  If the breaching party fails to cure the
breach to the other party’s reasonable satisfaction within thirty (30) days of
receipt of such notice, the non-breaching party may terminate this Agreement
upon written notice to the breaching party.


 


8.             Governing Law.  The validity and effect of this Agreement
shall be governed exclusively by the laws of the State of Missouri, excluding
the “conflict of laws” rules of that state.


 


9.             Assignment.  The rights and obligations of the Company
under this Agreement shall inure to the benefit of, and shall be binding upon,
the successors and assigns of the Company. 
This Agreement and the obligations created hereunder may not be assigned
by the Consultant, except for the right to receive the payments contemplated by
Section 3 of this Agreement.


 


10.           Entire Agreement.  This Agreement sets forth the entire
agreement of the parties with respect to the subject matter hereof and
supersedes any prior written or oral agreements or understandings of the
parties.


 


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IN WITNESS
WHEREOF, this Consulting Agreement has been duly executed on behalf of the Company, and by the Consultant on the date first above
written.


 


	
   

  	
  SMURFIT-STONE
  CONTAINER ENTERPRISES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick J. Moore

  	
   

  
	
   

  	
   

  	
  Patrick J.
  Moore

  
	
   

  	
  Title:
  President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ William
  N. Wandmacher

  	
   

  
	
   

  	
   

  	
  William N. Wandmacher

  	
   

  
						



 


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EXHIBIT A


 


I.                                         Lead a Project
focused on improving the alignment of the Shipping Container and Containerboard
Mill business strategy and its design and operation:


 


(a)            Act as a continued resource to the Medium
Runability Team


(b)           Act as a resource to the Capital Management
Team


(c)            Act as a resource for system re-alignment
and re-design


 


II.                                     Lead a Project
designed to study and make recommendations relative to alternative
organizational structures that will enable the Company to maximize the use of
its resources, improve efficiencies and reduce costs which will result in
profitable revenue growth.


 


III.                                 Serve as a resource /
instructor for the ALD process at Wash U.


 


IV.                                 Serve as a mentor /
coach for the new VP and General Manager of the Containerboard Mill Division
and other key executives within the Organization.


 


V.                                     Serve as a
resource/ advisor for Merger and Acquisition Teams.


 


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