THEN TRADED ON THE TRADING DAY IMMEDIATELY PRECEDING
THE DATE AS OF WHICH SUCH FAIR MARKET VALUE IS DETERMINED.
THE DETERMINATION OF
FAIR MARKET VALUE WILL NOT GIVE EFFECT TO ANY RESTRICTIONS ON TRANSFER OF THE
SHARES OF COMMON STOCK OR THE FACT THAT SUCH COMMON STOCK WOULD REPRESENT A
MINORITY INTEREST IN THE COMPANY.
3
(U)
"FINANCING AGREEMENTS" SHALL HAVE THE MEANING SET FORTH IN SECTION 10(A)
HEREOF.
(V)
"FIRST PURCHASE PERIOD" SHALL HAVE THE MEANING SET FORTH IN SECTION 5(C)(I)
HEREOF.
(W)
"FISCAL QUARTER" SHALL MEAN A THREE PERIOD MONTH ENDING ON MARCH 31, JUNE
30, SEPTEMBER 30 OR DECEMBER 31.
(X)
"GOOD REASON" SHALL HAVE THE MEANING ASSIGNED TO SUCH TERM IN THE
EMPLOYMENT AGREEMENT.
(Y)
"GRANT DATE" SHALL MEAN THE DATE HEREOF, WHICH IS THE DATE ON WHICH THE
OPTIONS ARE GRANTED TO THE GRANTEE.
(Z)
"GRANTEE" SHALL MEAN THE EMPLOYEE WHOSE NAME APPEARS ON THE SIGNATURE PAGE
HEREOF.
(AA)
"INSTALLMENT" SHALL MEAN PERFORMANCE OPTIONS WITH RESPECT TO 5,000 SHARES.
(BB)
"INVESTORS" SHALL MEAN EACH OF THE INVESTORS WHO PURCHASED SHARES OF
COMMON STOCK OR SHARES OF CLASS B COMMON STOCK OF THE COMPANY CONCURRENTLY WITH
THE CONSUMMATION OF THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT, AND THEIR
"SPECIFIED AFFILIATES", WITHIN THE MEANING OF THE STOCKHOLDERS AGREEMENT OF THE
COMPANY, AS AMENDED FROM TIME TO TIME.
(CC)
"INVOLUNTARY TERMINATION" SHALL MEAN A TERMINATION OF THE GRANTEE'S
EMPLOYMENT WITH A NEW EMPLOYER OR ANY SUBSIDIARY THEREOF BY THE NEW EMPLOYER FOR
ANY REASON.
(DD)
"MANAGEMENT STOCK SUBSCRIPTION AGREEMENT" SHALL MEAN THE MANAGEMENT STOCK
SUBSCRIPTION AGREEMENT ENTERED INTO BY THE COMPANY AND THE GRANTEE IN CONNECTION
WITH THE GRANTEE'S EXERCISE OF ANY OF THE OPTIONS AND PURCHASE OF THE SHARES
SUBJECT TO ANY SUCH OPTIONS PURSUANT TO SECTION 6 HEREOF.
(EE)
"NEW EMPLOYER" SHALL MEAN THE GRANTEE'S EMPLOYER, OR THE PARENT OR A
SUBSIDIARY OF SUCH EMPLOYER, IMMEDIATELY FOLLOWING A CHANGE IN CONTROL.
(FF)
"NORMAL TERMINATION DATE" SHALL MEAN THE 90TH DAY FOLLOWING THE TENTH
ANNIVERSARY OF THE DATE HEREOF.
(GG)
"OPTION PRICE" SHALL MEAN THE EXERCISE PRICE UNDER EACH OPTION AND SHALL
BE EQUAL TO $120.00 PER SHARE.
4
(HH)
"OPTIONS" SHALL MEAN, COLLECTIVELY, THE PERFORMANCE OPTIONS AND SERVICE
OPTIONS GRANTED TO THE GRANTEE HEREBY.
(II)
"PERFORMANCE OPTIONS" SHALL MEAN THOSE OPTIONS THAT ARE SUBJECT TO THE
PROVISIONS OF SECTION 3(B) HEREOF PROVIDING FOR THE VESTING OF SUCH OPTIONS ON
THE BASIS OF SALES REVENUE AND/OR THE CONTINUED EMPLOYMENT OF THE GRANTEE.
PERFORMANCE OPTIONS HAVE BEEN GRANTED TO THE GRANTEE PURSUANT TO THIS AGREEMENT
WITH RESPECT TO 15,000 SHARES.
(JJ)
"PERMANENT DISABILITY" SHALL HAVE THE MEANING ASSIGNED TO SUCH TERM IN THE
EMPLOYMENT AGREEMENT.
(KK)
"PLAN" SHALL MEAN THE RIVERWOOD HOLDING, INC. 2002 STOCK INCENTIVE PLAN,
AS THE SAME MAY BE AMENDED FROM TIME TO TIME.
(LL)
"PUBLIC OFFERING" SHALL MEAN THE FIRST DAY AS OF WHICH SALES OF COMMON
STOCK ARE MADE TO THE PUBLIC IN THE UNITED STATES PURSUANT TO AN UNDERWRITTEN
PUBLIC OFFERING OF THE COMMON STOCK LED BY ONE OR MORE