EXHIBIT 10.25


 


SMURFIT-STONE CONTAINER CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN


 


Smurfit-Stone
Container Corporation (the “Company”) has established this Smurfit-Stone
Container Corporation Executive Deferred Compensation Plan effective May 1,
2004, for the benefit of its executive and management employees.  The Plan’s purpose is  to permit eligible employees to defer their
receipt of restricted stock compensation and to enhance the overall
effectiveness of the Company’s executive compensation program.


 


The Plan is
intended to be an unfunded plan maintained solely for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees for purposes of Title I of ERISA. 
The Plan shall be administered and interpreted to the extent possible in
a manner consistent with that intent.


 


ARTICLE I

DEFINITIONS


 


Wherever used
herein the following terms shall have the meanings hereinafter set forth:


 


1.1.                              Administrator.  The Company, or any committee or third-party
administrator to which the Company delegates its responsibilities under the
Plan, shall be the plan administrator.


 


1.2.                              Board.  The Board of Directors of the Company.


 


1.3.                              Code.  The Internal Revenue Code of 1986, as
amended, or as it may be amended from time to time, and all formal regulations
and rulings issued thereunder.


 


1.4.                              Company.  Smurfit-Stone Container Corporation or, to
the extent provided in Section 8.7 below, any successor corporation or
other entity resulting from a merger or consolidation into or with the Company
or a transfer or sale of substantially all of the assets of the Company.


 


1.5.                              Compensation
Deferral Account.  The account
maintained under the Plan by the Company in the name of the Participant to
which the Participant’s Salary and/or Bonus Deferrals are credited in
accordance with the Plan.


 


1.6.                              Disability.  Total and permanent disability as a result of
sickness or injury, to the extent that the Participant is prevented from
engaging in any substantial gainful activity, and is eligible for and receives
disability under a long-term disability insurance plan maintained by the
Company or Title II of the Federal Social Security Act.


 


1.7.                              Employment
Termination.  The date of an
Executive Employee’s termination of employment with the Company for any reason,
unless expressly indicated otherwise.


 


1.8.                              Executive
Employee.  Each employee who is (i)
considered by the Company to be an executive officer under the rues of Section 16
of the Securities Exchange Act of 1934, or (ii) designated by the Company’s
Chief Executive Officer as an eligible Executive Employee.  An


 





















 


existing employee who
becomes an Executive Employee during a Plan Year will be eligible to
participate in the Plan at the beginning of the next Plan Year.  Executive Employees who are hired after May
1, 2004 will be eligible to participate in the Plan immediately upon being
hired.  Notwithstanding the foregoing, if
the Administrator determines that the inclusion of an Executive Employee will
jeopardize the status of the plan as an unfunded plan maintained solely for the
purposes of providing deferred compensation for a select group of management or
highly compensated employees for purposes of Title I of ERISA such Executive
Employee shall cease to be eligible to participate in the Plan.


 


1.9.                              Participant.  An Executive Employee of the Company who is
eligible for participation pursuant to Section 1.8 and who has completed
the election form provided by the Administrator.


 


1.10.                        Plan.  The Smurfit-Stone Container Corporation
Executive Deferred Compensation Plan, as set forth herein and as hereinafter
amended from time to time.


 


1.11.                        Plan
Year.  The Plan Year shall be the
Company’s fiscal year.


 


1.12.                        RSU.  Restricted Stock Units credited to a
Participant’s RSU Deferral Account.  An
RSU represents the right to receive a Share.


 


1.13.                        RSU
Deferrals.  The amount or number of
RSUs a Participant has elected to defer under this Plan beyond their originally
scheduled distribution date.


 


1.14.                        RSU
Deferral Account.  The account
maintained under the Plan by the Company in the name of the Participant to
which the Participant’s RSUs are credited in accordance with the Plan.


 


1.15.                        Salary
and/or Bonus Deferrals.  The amount
of a Participant’s Salary and/or Bonus that the Participant elects to defer
under Section 3.1 of the Plan.


 


1.16.                        Share.  A Share of the Company’s common stock.


 


1.17.                        Construction.  Words in the masculine gender shall include
the feminine and the singular shall include the plural, and vice versa, unless
qualified by the context.  Any headings
used herein are included for ease of reference only and are not to be construed
so as to alter the terms hereof.


 


ARTICLE II

RSU DEFERRALS


 


2.1.                              RSU
Deferral Elections.  The Company may
award RSUs to an Executive Employee or Participant from time to time.  No later than twelve (12) months before the
date that an RSU awarded to an Executive Employee or Participant is to be
distributed in Shares, the Executive Employee or Participant may elect to defer
all or any portion of that RSU award by completing the election form provided
by the Administrator.  The deferral
election is irrevocable.


 


2.2.                              Investment
of Participants’ RSU Deferral Accounts. 
Participants’ RSU Deferrals shall be held by the Company until such
amounts are distributed to the Participant in accordance


 


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with the provisions of Article V
of the Plan.  Participants’ RSU Deferral
Accounts will be deemed to be held and invested in Shares.  The Company shall provide each Participant with
a written statement of his or her RSU Deferral Account at least annually.


 


ARTICLE III


SALARY AND BONUS DEFERRALS


 


3.1.                              Salary
and Bonus Deferrals.  A Participant
who is an Executive Employee may elect to defer a whole percentage of up to (i)
50% of his or her annual base salary, and/or (ii) 100% of the his or her annual
bonus by completing the election form provided by the Administrator.  The deferral election is irrevocable.


 


3.2.                              Investment
of Participants’ Compensation Deferral Accounts.  Participants’ Salary and/or Bonus Deferrals
shall be held by the Company until such amounts are distributed to the
Participant in accordance with the provisions of Article V of the
Plan.  Participants’ Compensation
Deferral Accounts will be deemed to be held and invested in Shares.  The Company shall provide each Participant
with a written statement of his Compensation Deferral Account at least
annually.


 


ARTICLE IV

VESTING OF PARTICIPANTS’ ACCOUNTS


 


A
Participant shall be fully vested in the amount of RSUs he or she has deferred
into an RSU Deferral Account under this Plan. 
A Participant shall be fully vested in the amount in his or her
Compensation Deferral Account under the Plan at all times.


 


ARTICLE V

DISTRIBUTION OF PARTICIPANTS’ ACCOUNTS


 


5.1.                              Distribution
of Participants’ Accounts.  A
Participant’s RSU Deferral Account and Compensation Deferral Account will be
distributed to him or her in Shares only, in accordance with this Article V.


 


5.2.                              Timing
of Distribution.  For each Deferral
Contribution elected under Section 2.1 or 3.1 above, a Participant shall
designate a date upon which such contribution shall be distributed.  The distribution date for a Participant’s RSU
Deferral Account shall be at least two years but not more than twenty years
after the original date the RSUs were to be distributed.  The distribution date for a Participant’s
Compensation Deferral Account shall be at least two years but not more than
twenty years after the Participant’s election to defer.  Notwithstanding a Participant’s elections
under this Section 5.2 or Section 5.3, a Participant’s RSU Deferral
Account and Compensation Deferral Account will be distributed as soon as
practicable upon the Participant’s Employment Termination.


 


5.3.                              Change
in Distribution Election.  The
Administrator may permit a Participant to change his or her election as to the
commencement of distribution of his or her RSU Deferral Account and/or
Compensation Deferral Contribution Account; provided that any change in


 


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election must specify a
commencement date that is at least 12 months from the date of the change.  A Participant may request such change by
written notice filed with the Administrator.


 


5.4.                              Distribution
Due to Death.  A Participant may
designate a beneficiary or beneficiaries to whom the Participant’s RSU and
Compensation Deferral Accounts shall be distributed in the event such
Participant dies before complete distribution of his or her RSU and
Compensation Deferral Accounts.  All
distributions upon a Participant’s death will be made as soon as practicable
following the Participant’s death.  Any
such designation shall be made in writing on a form providing by the
Administrator.  A Participant may make or
change the beneficiary designation under this Section at any time prior to
death.  If a Participant has not
designated a beneficiary under the Plan, or if no designated beneficiary is
living on the date of distribution hereunder, amounts distributable pursuant to
this Section shall be distributed to the Participant’s spouse, if any, or
to the Participant’s estate.


 


If the
Administrator has any doubt as to the proper beneficiary to receive payments
under the Plan, the Administrator shall have the right, exercisable in its
discretion, to cause the Company to withhold such distributions until the
matter is resolved to the Administrator’s satisfaction.


 


5.5.                              Hardship
Distribution.  A Participant may
request, by writing filed with the Administrator, that a distribution be made
to him or her of all or part of the amount then credited to his or her RSU and
Compensation Deferral Account on account of a severe financial hardship.  The Administrator will approve such a
distribution to the Participant only in the event of an unforeseeable
emergency.  An “unforeseeable emergency”
is an unanticipated emergency that is caused by an event beyond the control of
the Participant and that would result in severe financial hardship to such
Participant if early withdrawal were not permitted (determined with reference
to Treas. Reg. §1.457-2(h)(4)).  An
unforeseeable emergency that results in severe financial hardship is an
unexpected illness or accident of the Participant or a dependent, loss of a
Participant’s property due to casualty, or other similar, extraordinary,
unforeseeable circumstances beyond the control of the Participant.  The severe financial hardship may not be
relieved by an early distribution under this Plan to the extent it might
otherwise be relieved through reimbursement or compensation by insurance or
otherwise, or by liquidation of a Participant’s assets.  Any hardship distribution under this Section will
be limited to the amount necessary to meet the emergency, after being grossed
up for applicable federal, state and local taxes.


 


5.6.                              Limitation
on Distribution.  Notwithstanding the
foregoing provisions of the Plan relating to distribution of Participant’s RSU
and Compensation Deferral Accounts, if distribution of a Participant’s RSU and
Compensation Deferral Accounts in any calendar year would not be deductible by
the Company because of the limitations of Code Section 162(m), such
distribution shall be postponed in whole or in part, in the sole discretion of
the Administrator, until the first calendar year in which such distribution
would not be limited as to deductibility by Code Section 162(m).  For purposes of determining whether such
distribution would be deductible, it shall be assumed that the Participant has
received all other distributions to which he or she would be entitled during
the year.


 


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ARTICLE VI

ADMINISTRATION OF THE PLAN


 


6.1.                              Administration
by the Administrator.  The
Administrator shall be responsible for the general operation and administration
of the Plan and for carrying out the provisions thereof.


 


6.2.                              Powers
and Duties of Administrator.  The
Administrator shall administer the Plan in accordance with its terms and shall
have all powers necessary to carry out the provisions of the Plan.  The Administrator shall interpret the Plan
and shall have the discretion to determine all questions arising in the
administration, interpretation, and application of the Plan, whether of law or
of fact including but not limited to, questions of eligibility and the status
and rights of employees, Participants and other persons.  Any such determination by the Administrator
shall be conclusive and binding on all persons. 
The regularly kept records of the Company shall be conclusive and
binding upon all persons with respect to a Participant’s date and length of
employment, time and amount of Compensation and the manner of payment thereof,
type and length of any absence from work and all other matters contained
therein relating to Participants.


 


ARTICLE VII

AMENDMENT OR TERMINATION


 


7.1.                              Amendment
or Termination.  The Company intends
the Plan to be permanent but reserves the right to amend or terminate the
Plan.  Any such amendment or termination
shall be made pursuant to a written resolution of the Board.


 


7.2.                              Effect
of Amendment or Termination.  No
amendment or termination of the Plan shall divest any Participant or
beneficiary of the amount in the Participant’s RSU or Compensation Deferral
Account.  Upon termination of the Plan,
distribution of Participants’ RSU Deferral Accounts shall be made to
Participants or their beneficiaries as soon as practicable.


 


ARTICLE VIII

GENERAL PROVISIONS


 


8.1.                              Participants’
Rights Unsecured.  Except as
otherwise expressly provided herein, the Plan at all times shall be entirely
unfunded and no provision shall at any time be made with respect to segregating
any assets of the Company for payment of any benefits hereunder.  The right of a Participant or the Participant’s
beneficiary to receive a distribution of the Participant’s RSU and Compensation
Deferral Accounts hereunder shall be an unsecured claim against the general
assets of the Company, and neither the Participant nor a beneficiary shall have
any rights in or against any specific assets of any Company.


 


8.2.                              No
Guaranty of Benefits.  Nothing
contained in the Plan shall constitute a guaranty by the Company or any other
person or entity that the assets of the Company will be sufficient to pay any
benefit hereunder.  No Participant or
other person shall have any right to receive a benefit or a distribution of RSU
or Compensation Deferral Accounts under the Plan except in accordance with the
terms of the Plan.


 


8.3.                              No
Enlargement of Employee Rights. 
Establishment of the Plan shall not be construed to give any Participant
the right to be retained in the service of the Company.


 


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8.4.                              Spendthrift
Provision.  No interest of any person
or entity in, or right to receive a distribution under, the Plan shall be
subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment,
or other alienation or encumbrance of any kind; nor may such interest or right
to receive a distribution be taken, either voluntarily or involuntarily for the
satisfaction of the debts of, or other obligations or claims against, such
person or entity, including claims for alimony, support, separate maintenance,
whether pursuant to an order that purports to be a qualified domestic relations
order under Code Section 414(p) or otherwise and claims in bankruptcy
proceedings.


 


8.5.                              Applicable
Law.  The Plan shall be construed and
administered under the laws of the State of Delaware (without regard to its
conflicts of law principles) except (i) to the extent preempted by federal law,
(ii) to the extent provided in Section 8.6 and (iii) the determination
whether an individual is a Participant’s spouse shall be made pursuant to the
laws of the Participant’s domicile.


 


8.6.                              Incompetence
or Incapacity of Recipient.  Subject
to applicable state law, if any person entitled to a payment under the Plan is
deemed by the Administrator to be incompetent or incapable of personally
receiving and giving a valid receipt for such payment, then, unless and until
claim therefor shall have been made by a duly appointed guardian or other legal
representative of such person, the Administrator may provide for such payment
or any part thereof to be made to any other person or institution then
contributing toward or providing for the care and maintenance of such
person.  Any such payment shall be a
payment for the account of such person and a complete discharge of any
liability of the Administrator and the Plan therefor.  The Administrator may require proof of
incompetence, incapacity, guardianship or legal representation as it may deem
appropriate prior to the distribution of any benefit.


 


8.7.                              Corporate
Successors.  The provisions of this
Plan shall be binding upon the Company and its successors and assigns.  The Plan shall not be automatically
terminated by a transfer or sale of assets of the Company, or by the merger or
consolidation of the Company into or with any other corporation or other
entity, but the Plan shall be continued after such sale, merger or
consolidation only if and to the extent that the transferee, purchaser or
successor entity agrees to continue the Plan. 
In the event that the Plan is not continued by the transferee, purchaser
or successor entity, the Plan shall terminate subject to the provisions of Section 7.2.


 


8.8.                              Unclaimed
Benefit.  Each Participant or
beneficiary shall keep the Company informed of his or her current address.  The Administrator shall not be obligated to
search for the whereabouts of any person. 
If the location of a Participant is not made known to the Administrator
within three years after the date on which payment of the Participant’s
benefits under the Plan may first be made, payment may be made as though the
Participant had died at the end of the three-year period.  If, within one additional year after such
three-year period has elapsed, or, within three years after the actual death of
a Participant, the Administrator is unable to locate any beneficiary of the
Participant, then the Administrator shall have no further obligation to pay any
benefit hereunder to such Participant or beneficiary or any other person and
such benefit shall be irrevocably forfeited.


 


8.9.                              Limitations
on Liability.  Notwithstanding any of
the preceding provisions of the Plan, none of the Company, nor anyone serving
as the Administrator nor any officer, director or individual acting as an
employee or agent of the Company, shall be liable to any Participant,


 


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former Participant or any
beneficiary or other person for any claim, loss, liability or expense incurred
in connection with the Plan, other than the payment of benefits hereunder.


 


8.10.                        Claims
Procedure.  In the event that a
Participant’s claim for benefits under the Plan is denied in whole or in part
by the Administrator, the Administrator will notify the Participant (or
beneficiary) of the denial.  Such notification
will be made in writing, within 90 days of the date the claim is received by
the Administrator.  The notification will
include: (i) the specific reasons for the denial, (ii) specific reference to
the Plan provisions upon which the denial is based, (iii) a description of any
additional information necessary for the claimant to perfect the claim and an
explanation of why such material or information is necessary, and (iv) an
explanation of the applicable review procedures.


 


The Participant
(or beneficiary) has 60 days from the date he receives notice of a claim denial
to file a written request for review of the denial with the Administrator.  The Administrator will review the claim
denial and inform the Participant (or beneficiary) in writing of its decision
within 60 days of the date the claim review request is received by the
Administrator.  This decision will be
final.


 


A Participant’s or
beneficiary’s compliance with the foregoing provisions of this Section 8.10
is a mandatory prerequisite to commence any legal action with respect to a
claim for benefits under the Plan.


 


8.11.                        Special
Distribution Provision. 
Notwithstanding anything to the contrary contained herein, in the event
that (i) the Internal Revenue Service (“IRS”) prevails in a claim that all or
any portion of a Participant’s RSU or Compensation Deferral Account constitutes
taxable income to the Participant for any taxable year of such Participant
prior to the taxable year in which such amount is distributed to him, (ii)
legal counsel satisfactory to the Company renders an opinion that the IRS would
likely prevail in such a claim, or (iii) a statutory change occurs that would
require immediate taxation of, or otherwise materially adversely affect, all or
any portion of Participants’ RSU or Compensation Deferral Accounts, the
affected portion of the Participant’s Deferral Accounts shall be immediately
distributed to the Participant (or his or her beneficiary).  The Administrator, in its sole discretion,
also may order distributions to all similarly situated Participants and
beneficiaries.


 


8.12.                        Notice.  Any notice or filing required or permitted to
be given to the Administrator under this Plan shall be sufficient if in writing
and hand-delivered, or sent by registered or certified mail, to the address
below:


 


Smurfit-Stone
Container Corporation


8182
Maryland Avenue


St.
Louis, MO 63105


Attention:  General Counsel


 


Such notice shall
be deemed given as of the date of delivery or, if delivery is made by mail, as
of the date shown on the postmark on the receipt for registration or
certification.


 


Any notice or
filing required or permitted to be given to a Participant under this Plan shall
be sufficient if in writing and hand-delivered, or sent by mail, to the last
known address of the Participant.


 


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8.13.                        Taxes.  The Company shall withhold all applicable
taxes in a manner determined by the Company.


 


IN
WITNESS WHEREOF, the Company has caused this Plan to be executed by the
undersigned duly authorized officer.


 


	
  SMURFIT-STONE
  CONTAINER CORPORATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Craig A. Hunt

  	
   

  	
   

  
	
   

  	
   

  
	
  Its:

  	
  VICE
  PRESIDENT AND SECRETARY

  	
   

  	
   

  
						



 


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