EXHIBIT 10.23


 


Employment Agreement of John
Riconosciuto


 


This Employment Agreement (the “Agreement”) is
effective as of August 1, 2000 (the “Effective Date”), by and between
Smurfit-Stone Container Corporation (the “Company”) and John Riconosciuto (the “Executive”).


 


WHEREAS, the Company desires to employ the Executive
as the Vice President and General Manager of its Specialty Packaging Division;
and


 


WHEREAS, the Company and the Executive have reached
agreement concerning the terms and conditions of his employment and wish to
formalize that agreement;


 


NOW, THEREFORE, in consideration of the mutual terms,
covenants and conditions stated in this Agreement, the Company and the
Executive hereby agree as follows:


 


1.                                       Employment.  The Company hereby employs the Executive and
the Executive hereby accepts employment with the Company as Vice President and
General Manager of the Company’s Specialty Packaging Division.  During the Employment Term (as hereinafter
defined), Executive will have the title, status and duties of Vice President
and General Manager of the Company’s Specialty Packaging Division and will
report directly to the Company’s President and Chief Executive Officer.


 


2.                                       Term of Employment.  The term of employment (“Employment Term”)
will commence on the Effective Date, and will continue thereafter until two
years from the Effective Date and will be automatically extended for subsequent
one (1) day periods for each day of the Employment Term that passes after the
Effective Date, unless sooner terminated by either party in accordance with the
provisions of this Agreement.  The intent
of the foregoing provision is that the Agreement becomes “evergreen” on the
Effective Date so that on each passing day after the Effective Date the
Employment Term automatically extends to a full two-year period.


 


3.                                       Duties.  During the Employment Term:


 


(a)                                  The
Executive will perform duties assigned by the Company’s President and Chief
Executive Officer, Chief Operating Officer or Chief Financial Officer, or the
Company’s Board of Directors (the “Board”), from time to time; provided that
the Executive shall not be assigned tasks inconsistent with those of Vice
President and General Manager of the Company’s Specialty Packaging Division.


 


(b)                                 The
Executive will devote his full time and best efforts, talents, knowledge and
experience to serving as the Company’s Vice President and General Manager of
its Specialty Packaging Division. 
However, the Executive may devote reasonable time to activities such as
supervision of personal investments and activities involving professional,
charitable, educational, religious and similar types of activities, speaking
engagements and membership on other boards of directors, provided such


 





















 


activities do not
interfere in any material way with the business of the Company; provided
that, the Executive cannot serve on the board of directors of more than
one publicly-traded company without the Board’s written consent.  The time involved in such activities shall
not be treated as vacation time.  The Executive
shall be entitled to keep any amounts paid to him in connection with such
activities (e.g., director fees and honoraria).


 


(c)                                  The
Executive will perform his duties diligently and competently and shall act in
conformity with Company’s written and oral policies and within the limits,
budgets and business plans set by the Company. 
The Executive will at all times during the Employment Term strictly
adhere to and obey all of the rules and regulations in effect from time to time
relating to the conduct of executives of the Company.  Except as provided in (b) above, the
Executive shall not engage in consulting work or any trade or business for his
own account or for or on behalf of any other person, firm or company that
competes, conflicts or interferes with the performance of his duties hereunder
in any material way.


 


4.                                       Compensation and Benefits.  During Executive’s employment hereunder,
Company shall provide to Executive, and Executive shall accept from Company as
full compensation for Executive’s services hereunder, compensation and benefits
as follows:


 


(a)                                  Base
Salary.  The Company shall pay the
Executive at an annual base salary (“Base Salary”) of two hundred seventy-five thousand
dollars ($275,000).  The Board, or such
committee of the Board as is responsible for setting the compensation of senior
executive officers, shall review the Executive’s performance and Base Salary
annually in April of each year, and determine whether to adjust the Executive’s
Base Salary on a prospective basis.  The
first review shall be in April 2001. 
Such adjusted annual salary then shall become the Executive’s “Base
Salary” for purposes of this Agreement. 
The Executive’s annual Base Salary shall not be reduced after any
increase, without the Executive’s consent. 
The Company shall pay the Executive’s Base Salary according to payroll
practices in effect for all senior executive officers of the Company.


 


(b)                                 Incentive
Compensation.  The Executive shall be
eligible to participate in any annual performance bonus plans, long-term
incentive plans, and/or equity-based compensation plans established or
maintained by the Company for its senior executive officers, including, but not
limited to, the Management Incentive Plan and the Smurfit-Stone Container
Corporation 1998 Long-Term Incentive Plan. The Board (or appropriate Board
committee) will determine and communicate to the Executive his annual incentive
plan participation for subsequent fiscal years, no later than May 31 of such
fiscal year.


 


(c)                                  Executive
Benefit Plans.  The Executive will be
eligible to participate on substantially the same basis as the Company’s other
senior executive officers in any executive benefit plans offered by the Company
including, without limitation, medical, dental, short-term and long-term
disability, life, pension, profit sharing and nonqualified deferred
compensation arrangements.  The Company
reserves the right to modify, suspend or discontinue any and all of the plans,
practices, policies and programs at any


 


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time without
recourse by the Executive, so long as Company takes such action generally with
respect to other similarly situated senior executive officers.


 


(d)                                 Perquisites.  The Company shall continue to provide to the
Executive such perquisites as are provided to him on the effective date of this
Agreement.


 


(e)                                  Business
Expenses.  The Company shall
reimburse the Executive for all reasonable and necessary business expenses
incurred in the performance of services with the Company, according to Company’s
policies and upon Executive’s presentation of an itemized written statement and
such verification as the Company may require.


 


5.                                       Payments on Termination of Employment.


 


(a)                                  Termination
of Employment for any Reason.  The
following payments will be made upon the Executive’s termination of employment
for any reason:


 


(i)                                     Earned
but unpaid Base Salary through the date of termination;


 


(ii)                                  Any
annual incentive plan bonus, or other form of incentive compensation, for which
the performance measurement period has ended, but which is unpaid at the time
of termination;


 


(iii)                               Any
accrued but unpaid vacation;


 


(iv)                              Any
amounts payable under any of the Company’s executive benefit plans in
accordance with the terms of those plans, except as may be required under Code
Section 401(a)(13); and


 


(v)                                 Unreimbursed
business expenses incurred by the Executive on the Company’s behalf.


 


(b)                                 Voluntary
Termination of Employment for Other Than Good Reason.  In addition to the amounts determined under
(a) above, if the Executive voluntarily terminates employment for other than
Good Reason, then in addition to the amounts determined under (a) above, the
Executive shall be entitled to a pro rata portion of the target bonus under the
Company’s annual incentive plan for the year in which such termination occurs.


 


(c)                                  Termination
of Employment for Death or Disability. 
In addition to the amounts determined under (a) above, if the Executive’s
termination of employment occurs by reason of death or Disability, the
Executive (or his estate) will receive a pro rata portion of any bonus payable
under the Company’s annual incentive plan for the year in which such
termination occurs determined based on the highest of (i) the actual annual
bonus paid for the fiscal year immediately preceding such termination, (ii) the
target bonus for the fiscal year in which such termination occurs, or (iii) the
actual bonus attained for the fiscal year in which such termination
occurs.  For purposes of this Agreement, “Disability”
means the Executive’s long-term disability as defined under the Company’s
long-term disability plan, or (iii) if the Executive is not covered by a long-


 


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term disability
plan sponsored by the Company, the Executive’s inability to engage in any
substantial gainful activity by reason of any medically-determined physical or
mental impairment that can be expected to result in death or to be of
long-continued and indefinite duration.


 


(d)                                 Termination
by the Company Without Cause, or Voluntary Termination by the Executive for
Good Reason.  If the Company
terminates the Executive’s employment other than for Cause, or the Executive
voluntarily terminates his employment for Good Reason, in addition to the
benefits payable under (a), the Company will pay the following amounts and
provide the following benefits:


 


(i)                                     The
Base Salary and annual bonus that the Company would have paid under the
Agreement had the Executive’s employment continued to the end of the Employment
Term.  For this purpose, annual bonus
will be determined as the highest of (i) the actual bonus paid for the fiscal
year immediately preceding such termination, (ii) the target bonus for the
fiscal year in which such termination occurs, or (iii) the actual bonus
attained for the fiscal year in which such termination occurs.


 


(ii)                                  Continued
coverage under the Company’s medical, dental, life, disability, pension, profit
sharing and other executive benefit plans through the end of the Employment
Term, at the same cost to the Executive as in effect on the date of the
Executive’s termination.  If the Company
determines that the Executive cannot participate in any benefit plan because he
is not actively performing services for the Company, the Company may provide
such benefits under an alternate arrangement, such as through the purchase of
an individual insurance policy that provides similar benefits or, if
applicable, through a nonqualified pension or profit sharing plan.  To the extent that the Executive’s
compensation is necessary for determining the amount of any such continued
coverage or benefits, such compensation (Base Salary and annual bonus) through
the end of the Employment Term shall be at the highest rate in effect during
the 12-month period immediately preceding the Executive’s termination of
employment.


 


(iii)                               The
Company will provide the Executive with reimbursement for club dues on the same
basis on which the Executive was receiving such reimbursement prior to his
employment termination through the end of the Employment Term; and the Company
will bear the cost of such reimbursement, at the same level in effect
immediately prior to the Executive’s employment termination.  Reimbursement otherwise receivable by the
Executive pursuant to this paragraph shall be reduced to the extent comparable
benefits are actually received by or made available to the Executive without
cost during the 24 month period following the Executive’s employment
termination.  The Executive shall report
to the Company any such benefits actually received by or made available to the
Executive.


 


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(iv)                              The
period through the end of the Employment Term shall continue to count for
purposes of determining the Executive’s age and service with the Company with
respect to (i) eligibility, vesting and the amount of benefits under the
Company’s executive benefit plans, and (ii) the vesting of any outstanding
stock options, restricted stock or other equity-based compensation awards.


 


(v)                                 The
Company will provide the Executive with reimbursement for such outplacement
services as may be selected by the Executive, not to exceed the amount of
reimbursement as is customary for similarly situated executives of the Company.


 


(e)                                  Good
Reason.  For purposes of this
Agreement, “Good Reason” shall mean the occurrence of any of the following
without the Executive’s consent:  (i)
assigning duties to the Executive that are inconsistent with those of the
position of Vice President and General Manager for similar companies in similar
industries (except to the extent the Company promotes the Executive to a higher
executive position); (ii) requiring the Executive to report to other than the
Company’s President and Chief Executive Officer, or the Company’s Board; (iii)
the failure of the Company to pay any portion of the Executive’s compensation
within 10 days of the date such compensation is due; (iv) the Company requires
the Executive to relocate his principal business office to a location not
within 50 miles of either the Company’s principal business office located in
the St. Louis, Missouri metropolitan area, or the Company’s principal business
office located in the Chicago, Illinois metropolitan area (provided, that, the
Company’s requiring the Executive to relocate his principal office from Chicago
to St. Louis, or from St. Louis to Chicago, will not constitute Good Reason);
or (v) the Company’s failure to continue in effect any cash or stock-based
incentive or bonus plan, pension plan, welfare benefit plan or other benefit
plan, program or arrangement, unless the aggregate value of all such
arrangements provided to the Executive after such discontinuance is not
materially less than the aggregate value as of the Effective Date.  For purposes of this paragraph, “Company”
shall mean the Company and, following any Change in Control, the Surviving
Corporation or, if applicable, the Parent Corporation (as those terms are
defined in Section 6(d)).


 


(f)                                    Cause.  For purposes of this Agreement, “Cause” shall
mean:  (i) the Executive’s willful and continued
failure to substantially perform his duties as an executive of the Company
(other than any such failure resulting from incapacity due to physical or
mental illness) after a written demand for substantial performance is delivered
to the Executive by the Board, which demand specifically identifies the manner
in which the Board believes that the Executive has not substantially performed
his duties, and which gives the Executive at least 30 days to cure such alleged
deficiencies, (ii) the Executive’s willful misconduct, which is demonstrably
and materially injurious to the Company, monetarily or otherwise, or (iii) the
Executive’s engaging in egregious misconduct involving serious moral turpitude
to the extent that his creditability and reputation no longer conforms to the
standard of senior executive officers of the Company.


 


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(g)                                 Timing
of Payments.  All payments described
above shall be made in a lump sum cash payment as soon as practicable (but in
no event more than 10 days) following the Executive’s termination of
employment.  If the total amount of
annual bonus is not determinable on that date, the Company shall pay the amount
of bonus that is determinable and the remainder shall be paid in a lump sum
cash payment within 10 days of the date that annual performance results are
finalized.


 


6.                                       Change
in Control.


 


(a)                                  Payments
and Benefits Upon Employment Termination After a Change in Control.  If within two years after a Change in Control
(as defined below), the Company terminates the Executive’s employment other
than for Cause, or the Executive voluntarily terminates his employment for Good
Reason, the Company will provide the following payments and benefits to the
Executive, in lieu of those payments and benefits provided under Sections 5(c)
or (d) above, but in addition to the amounts payable under Section 5(a) above:


 


(i)                                     Two
times the Executive’s Base Salary as in effect on the date of the Executive’s
termination of employment.


 


(ii)                                  Two
times the highest of (i) the average annual bonus paid for the two fiscal years
immediately preceding the Executive’s employment termination, (ii) the target
bonus for the fiscal year in which such termination of employment occurs, or
(iii) the actual bonus attained for the fiscal year in which such termination
occurs.


 


(iii)                               Continued
coverage for a period of 24 months from the Executive’s termination under the
Company’s medical, dental, life, disability and other welfare benefit plans, at
the same cost to the Executive as in effect on the date of the Change in
Control (or, if lower, as in effect at any time thereafter).  If the Company determines that the Executive
cannot participate in any benefit plan because he is not actively performing
services for the Company, the Company may provide such benefits under an
alternate arrangement, such as through the purchase of an individual insurance
policy that provides similar benefits. 
The amount of such continued coverage shall be determined, if
applicable, by adding 24 additional months of age and service to the Executive’s
actual age and service as of the Executive’s termination date and as if the
Executive earned compensation during such 24-month period at the rate in effect
during the 12-month period immediately preceding his termination date.  The Executive’s eligibility for any retiree
medical or life coverage following such termination date shall also be
determined by adding 24 additional months of age and service to the Executive’s
actual age and service as of the termination date.


 


(iv)                              The
value of continued coverage for a period of 24 months under any pension, profit
sharing or other retirement plan maintained by the Company.  The value of such coverage under a tax
qualified plan may be provided through a nonqualified pension or profit sharing
plan and shall be determined by adding 24


 


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additional months
of age and service to the Executive’s actual age and service at the date of the
Executive’s termination of employment and as if the Executive earned
compensation during such 24-month period at the rate in effect during the
12-month period immediately preceding his termination date.  In the case of a defined benefit pension
plan, such value shall include any early retirement subsidies to which the
Executive would have become entitled under the plan and shall be determined
using the actuarial factors set forth in such plan.


 


(v)                                 The
Company will provide the Executive with reimbursement for club dues on the same
basis on which the Executive was receiving such reimbursement prior to the
Change in Control for 24 months following the Executive’s employment
termination.  The Company will bear the
cost of such reimbursement, at the same level in effect immediately prior to
the Change in Control.  Reimbursement
otherwise receivable by the Executive pursuant to this paragraph shall be
reduced to the extent comparable benefits are actually received by or made
available to the Executive without cost during the 24 month period following
the Executive’s employment termination. 
The Executive shall report to the Company any such benefits actually
received by or made available to the Executive.


 


(vi)                              Immediate
vesting of all stock options, restricted stock and other equity-based awards.


 


 (vii)                        The Company will provide the
Executive with reimbursement for such outplacement services as may be selected
by the Executive, not to exceed the amount of reimbursement as is customary for
similarly situated executives of the Company.


 


(b)                                 Timing
of Payment.  All payments under
paragraphs (a)(i), (ii) and (iv) above, and paragraph (c) below, shall be made
in a lump sum cash payment as soon as practicable, but in no event more than 10
days after the Executive’s termination of employment (or the date of the Change
in Control, if applicable).  If the total
amount of bonus is not determinable on that date, the Company shall pay the
amount of bonus that is determinable, and shall pay the remainder in a lump sum
cash payment within 10 days of the date that annual performance results are
finalized.


 


(c)                                  Definition
of Change in Control.  For purposes
of the Agreement, a “Change in Control” of the Company will be deemed to occur
as of the first day that any one or more of the following condition is
satisfied:


 


(i)                                     The
“beneficial ownership” (as defined in Rule 13d-3 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) of securities representing more
than 20 percent (20%) of the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of
directors (the “Company Voting Securities”) is accumulated, held or acquired by
a Person (as defined in Section 3(a)(9) of the Exchange Act, as modified, and
used in Sections 13(d) and 14(d) thereof) (other than the Company,


 


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any trustee or
other fiduciary holding securities under an employee benefit plan of the
Company or an affiliate thereof, any corporation owned, directly or indirectly,
by the Company’s stockholders in substantially the same proportions as their
ownership of stock of the Company); provided, however that any acquisition from
the Company or any acquisition pursuant to a transaction that complies with
clauses (A), (B) and (C) of subparagraph (iii) of this paragraph will not be a
Change in Control under this subparagraph (i), and provided further, that
immediately prior to such accumulation, holding or acquisition, such Person was
not a direct or indirect beneficial owner of 20 percent or more of the Company
Voting Securities; or


 


(ii)                                  Individuals
who, as of the date of the Agreement, constitute the Board of Directors (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board of
Directors; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by the
Company’s stockholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board will be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board of Directors; or


 


(iii)                               Consummation
by the Company of a reorganization, merger or consolidation, or sale or other disposition
of all or substantially all of the assets of the Company or the acquisition of
assets or stock of another entity (a “Business Combination”), in each case,
unless immediately following such Business Combination:  (A) more than 60% of the combined voting
power of then outstanding voting securities entitled to vote generally in the
election of directors of (x) the corporation resulting from such Business
Combination (the “Surviving Corporation”), or (y) if applicable, a corporation
that as a result of such transaction owns the Company or all or substantially
all of the Company’s assets either directly or through one or more subsidiaries
(the “Parent Corporation”), is represented, directly or indirectly by Company
Voting Securities outstanding immediately prior to such Business Combination
(or, if applicable, is represented by shares into which such Company Voting
Securities were converted pursuant to such Business Combination), and such
voting power among the holders thereof is in substantially the same proportions
as their ownership, immediately prior to such Business Combination, of the
Company Voting Securities, (B) no Person (excluding any employee benefit plan
(or related trust) of the Company or such corporation resulting from such
Business Combination) beneficially owns, directly or indirectly, 20% or more of
the combined voting power of the then outstanding voting securities eligible to
elect directors of the Parent Corporation (or, if there is no Parent
Corporation, the Surviving Corporation) except to the extent that such
ownership of the Company existed prior to the Business Combination and (C) at
least a majority of the members of the board of directors of the Parent
Corporation (or, if there is no Parent Corporation, the Surviving


 


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Corporation) were
members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such Business
Combination; or


 


(iv)                              Approval
by the Company’s stockholders of a complete liquidation or dissolution of the
Company.


 


However, in no event will
a Change in Control be deemed to have occurred, with respect to the Executive,
if the Executive is part of a purchasing group that consummates the Change in
Control transaction.  The Executive will
be deemed “part of a purchasing group” for purposes of the preceding sentence
if the Executive is an equity participant in the purchasing company or group
(except:  (i) passive ownership of less
than two percent (2%) of the stock of the purchasing company; or (ii) ownership
of equity participation in the purchasing company or group that is otherwise
not significant, as determined prior to the Change in Control by a majority of
the nonemployee continuing Directors).


 


7.                                       Restrictive Covenants.


 


(a)                                  Definitions.  For purposes of this Agreement, the following
terms will be defined as follows:


 


(i)                                     “Confidential
Information” shall mean the Company’s trade secrets and all other information
unique to the Company and not readily available to the public, including
developments, designs, improvements, inventions, formulas, compilations,
methods, strategies, forecasts, software programs, processes, know-how, data,
research, operating methods and techniques, and all business plans, strategies,
costs, profits, customers, vendors, markets, sales, products, key personnel,
pricing policies, marketing, sales or other financial or business information,
and any modifications or enhancements of any of the foregoing.


 


(ii)                                  The
term “Business Conducted by the Company or any of its Affiliates” shall mean
all businesses conducted by the Company or any of its Affiliates as of the
Effective Date, of whatever kind, within or outside of the United States.


 


(iii)                               The
term “Affiliates” shall mean (i) any entity that directly or indirectly, is
controlled by the Company, and (ii) any entity in which the Company has a
significant equity interest.


 


(b)                                 Inventions
or Developments.  The Executive
agrees that he will promptly and fully disclose to the Company all discoveries,
improvements, inventions, formulas, ideas, processes, designs, techniques,
know-how, data and computer programs (whether or not patentable, copyrightable
or susceptible to any other form of protection), made, conceived, reduced to
practice or developed by the Executive, either alone or jointly with others,
during his employment with the Company (collectively, the “Inventions or
Developments”).  All Inventions and
Developments shall be the sole property of the Company, including all patents,
copyrights, intellectual property or other rights related


 


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thereto and
Executive assigns to the Company all rights (if any) that the Executive may
have or acquire in such Inventions or Developments.


 


Notwithstanding
the foregoing, any right of the Company or assignment by the Executive as
provided in this paragraph shall not apply to any Inventions or Developments
for which no equipment, supplies, facility or trade secret information of the
Company or its Affiliates were used and which were developed entirely on the
Executive’s own time, unless: (i) the Inventions or Developments relate to the
Business Conducted by the Company or any of its Affiliates or the actual or
demonstrably anticipated research or development of the Company or any of its
Affiliates; or (ii) the Inventions or Developments result from any work
performed by the Executive for the Company or any of its Affiliates.


 


(c)                                  Non-Disclosure
of Confidential Information or Inventions or Developments.  The Executive acknowledges that he has had and
will have access to Confidential Information or Inventions or Developments of
the Company and/or its Affiliates and agrees that he shall not, at any time,
directly or indirectly use, divulge, furnish or make accessible to any person
any Confidential Information or Inventions or Developments, but instead shall
keep all such matters strictly and absolutely confidential.


 


(d)                                 No
Diversion of Business Opportunities and Prospects.  The Executive agrees that during his
employment with the Company: (i) the Executive shall not directly or indirectly
engage in any employment, consulting or other business activity that is
competitive with the Business Conducted by the Company or any of its
Affiliates; (ii) the Executive shall promptly disclose to the Company all
business opportunities that are presented to the Executive in his capacity as
an employee of the Company or which is of a similar nature to the Business
Conducted by the Company or any of its Affiliates or which the Company or its
Affiliates have expressed an interest in engaging in the future; and (iii) the
Executive shall not usurp or take advantage of any such business opportunity
without first offering such opportunity to the Company.


 


(e)                                  Actions
Upon Termination.  Upon the Executive’s
employment termination for whatever reason, the Executive shall neither take or
copy nor allow a third party to take or copy, and shall deliver to the Company
all property of the Company, including, but not limited to, all Confidential
Information or Inventions or Developments, regardless of the medium (i.e., hard copy, computer disk, CD ROM) on which the
information is contained.


 


(f)                                    Non-Competition.  The Executive agrees that so long as he is
employed by the Company and for a period of two (2) years thereafter (the “Period”),
he shall not, without the prior written consent of the Company, participate or
engage in, directly or indirectly (as an owner, partner, employee, officer,
director, independent contractor, consultant, advisor or in any other capacity
calling for the rendition of services, advice, or acts of management, operation
or control), any business that, during the Period, is competitive with the
Business Conducted by the Company or any of its Affiliates within the United
States (hereinafter, the “Geographic Area”).


 


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(g)                                 Non-Solicitation
of Employees.  The Executive agrees
that, during the Period, he shall not, without the prior written consent of the
Company, directly or indirectly solicit any current employee of the Company or
any of its Affiliates, or any individual who becomes an employee during the
Period, to leave such employment and join or become affiliated with any
business that is, during the Period, competitive with the Business Conducted by
the Company or any of its Affiliates within the Geographic Area.


 


(h)                                 Non-Solicitation
of Suppliers or Customers.  The
Executive agrees that, during the Period, he shall not, without the prior
written consent of the Company, directly or indirectly solicit, seek to divert
or dissuade from continuing to do business with or entering into business with
the Company or any of its Affiliates, any supplier, customer, or other person
or entity that had a business relationship with or with which the Company was
actively planning or pursuing a business relationship at or before the date of
termination of his employment.


 


(j)                                     Irreparable
Harm.  The Executive acknowledges
that: (i) the Executive’s compliance with this Section is necessary to preserve
and protect the Confidential Information, Inventions or Developments and the
goodwill of the Company and its Affiliates as going concerns; (ii) any failure
by the Executive to comply with the provisions of this Section will result in
irreparable and continuing injury for which there will be no adequate remedy at
law; and (iii) in the event that the Executive should fail to comply with the
terms and conditions of this Section, the Company shall be entitled, in
addition to such other relief as may be proper, to all types of equitable
relief (including, but not limited to, the issuance of an injunction and/or
temporary restraining order) as may be necessary to cause the Executive to
comply with this Section, to restore to the Company its property, and to make
the Company whole.


 


(j)                                     Survival.  The provisions set forth in this Section
shall, as noted, survive termination of this Agreement.


 


(k)                                  Forfeiture.  If the Executive violates any provision of
this Section, the Executive will forfeit his right to all payments and benefits
under Section 5(d) and Section 6, except to the extent otherwise provided
by law.


 


(l)                                     Unenforceability.  If any provision(s) of this Section shall be
found invalid or unenforceable, in whole or in part, then such provision(s)
shall be deemed to be modified or restricted to the extent and in the manner
necessary to render the same valid and enforceable, or shall be deemed excised
from this Agreement, as the case may require, and this Agreement shall be
construed and enforced to the maximum extent permitted by law, as if such
provision(s) had been originally incorporated herein as so modified or
restricted, or as if such provision(s) had not been originally incorporated
herein, as the case may be.


 


8.                                       Assignment; Successors.  This Agreement shall inure to the benefit of
and be binding upon the Company and its successors.  The Company may not assign this Agreement
without the Executive’s written consent, except that the Company’s obligations
under this


 


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Agreement shall be the binding legal obligations of any successor to
the Company by sale, and in the event of any transaction that results in the
transfer of substantially all of the assets or business of the Company, the
Company will use its best efforts to cause the transferee to assume the
obligations of the Company under this Agreement.  The Executive may not assign this Agreement
during his life. Upon the Executive’s death this Agreement will inure to the
benefit of Executive’s heirs, legatees and legal representatives of the
Executive’s estate.


 


9.                                       Interpretation.  The laws of the State of Illinois shall
govern the validity, interpretation, construction and performance of this
Agreement, without regard to the conflict of laws principles thereof.


 


10.                                 Withholding.  The Company may withhold from any payment
that it is required to make under this Agreement amounts sufficient to satisfy
applicable withholding requirements under any federal, state or local law.


 


11.                                 Amendment or Termination.  This Agreement may be amended at any time by
written agreement between the Company and the Executive.


 


12.                                 Notices.  Notices given pursuant to this Agreement
shall be in writing and shall be deemed received when personally delivered, or
on the date of written confirmation of receipt by (i) overnight carrier, (ii)
telecopy, (iii) registered or certified mail, return receipt requested,
addressee only, postage prepaid, or (iv) such other method of delivery that
provides a written confirmation of delivery. 
Notice to the Company shall be directed to:


 


Smurfit-Stone Container
Corporation


150 North Michigan Avenue


Chicago, Illinois 60610


Attention:  Chief Financial Officer


 


The Company may change the person and/or address to whom the Executive
must give notice under this Section by giving the Executive written notice of
such change, in accordance with the procedures described above.  Notices to or with respect to the Executive
will be directed to the Executive, or to the Executive’s executors, personal
representatives or distributees, if the Executive is deceased, or the assignees
of the Executive, at the Executive’s home address on the records of the
Company.


 


13.                                 Severability.  If any provisions(s) of this Agreement shall
be found invalid or unenforceable by a court of competent jurisdiction, in
whole or in part, then it is the parties’ mutual desire that such court modify
such provision(s) to the extent and in the manner necessary to render the same
valid and enforceable, and this Agreement shall be construed and enforced to
the maximum extent permitted by law, as if such provision(s) had been
originally incorporated herein as so modified or restricted, or as if such
provision(s) had not been originally incorporated herein, as the case may be.


 


14.                                 Entire Agreement.  This Agreement sets forth the entire
agreement and understanding between the Company and the Executive and
supersedes all prior agreements and understandings, written or oral, relating
to the subject matter hereof, including, without


 


12





















 


limitation, the Change in Control Agreement between the Company and
Executive dated July 24, 1996.


 


15.                                 Consultation With Counsel.  Executive acknowledges that he has had a full
and complete opportunity to consult with counsel of Executive’s own choosing
concerning the terms, enforceability and implications of this Agreement, and
the Company has made no representations or warranties to Executive concerning
the terms, enforceability or implications of this Agreement other than as are
reflected in this Agreement.


 


16.                                 No Waiver.  No failure or delay by the Company or the
Executive in enforcing or exercising any right or remedy hereunder shall
operate as a waiver thereof.  No
modification, amendment or waiver of this Agreement nor consent to any
departure by the Executive from any of the terms or conditions thereof, shall
be effective unless in writing and signed by the Chairman of the Company’s
Board.  Any such waiver or consent shall
be effective only in the specific instance and for the purpose for which given.


 


17.                                 Effect on Other Obligations.  Payments and benefits herein provided to be
paid to the Executive by the Company shall be made without regard to and in
addition to any other payments or benefits required to be paid the Executive at
any time hereafter under the terms of any other agreement between the Executive
and the Company or under any other policy of the Company relating to
compensation, or retirement or other benefits. 
No payments or benefits provided the Executive hereunder shall be
reduced by any amount the Executive may earn or receive from employment with
another employer or from any other source.


 


18.                                 Survival.  All Sections of this Agreement survive beyond
the Employment Term except as otherwise specifically stated.


 


19.                                 Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning thereof.


 


20.                                 Counterparts.  The parties may execute this Agreement in one
or more counterparts, all of which together shall constitute but one Agreement.


 


IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the date first above written.


 


	
   

  	
  SMURFIT-STONE
  CONTAINER CORPORATION

  
	
   

  	
   

  
	
  /s/
  John Riconosciuto

  	
   

  	
   

  	
   

  
	
  JOHN RICONOSCIUTO

  	
   

  	
  By:

  	
    /s/ Patrick
  J. Moore

  	
   

  
	
   

  	
   

  	
  Its:

  	
    Vice
  President & CFO

  	
   

  
							



 


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Addendum


 


 


WHEREAS, Smurfit-Stone Container Corporation (the “Company”)
and John Riconosciuto (the “Executive”) have entered into an Employment Agreement
dated as of August 1, 2000 (the “Agreement”);
and


 


WHEREAS, the Company and the Executive have agreed
that certain terms as set forth in this Addendum will be added to the terms and
conditions of the Agreement;


 


NOW, THEREFORE, in consideration of the premises and
the mutual terms, covenants and 
conditions stated in the Agreement and this Addendum, the Company and
the Executive hereby agree as follows:


 


A.                                   The
Executive’s compensation and benefits under Section 4 of the Agreement shall
include a club membership consisting of initiation fee not exceeding $50,000.


 


B.                                     All
other terms of the Agreement shall continue in full force and effect.


 


IN WITNESS WHEREOF, the parties have executed this
instrument on the dates set forth below, but effective as of the day and year
first written above.


 


 


	
  Date: February 20, 2001

  	
   

  	
   /s/ John Riconosciuto

  	
   

  
	
   

  	
   

  	
  John Riconosciuto

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SMURFIT-STONE CONTAINER

  
	
   

  	
   

  	
  CORPORATION

  
	
   

  	
   

  	
   

  
	
  Date: February 20, 2001

  	
   

  	
  By:

  	
    /s/ Patrick J. Moore

  	
   

  
	
   

  	
   

  	
  Its:

  	
    Vice President & CFO

  	
   

  



 


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