Exhibit 10.8
FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into as of
August 8, 2003 by and among Riverwood International Corporation, a Delaware
corporation ("Employer"), Riverwood Holding, Inc., a Delaware corporation to be
renamed Graphic Packaging Corporation ("Holding") and Daniel J. Blount
("Executive").
W I T N E S S E T H :
WHEREAS, Employer currently employs Executive pursuant to an Employment
Agreement dated as of September 1, 1998 (the "Prior Agreement");
WHERAS, Holding entered into an Agreement and Plan of Merger (the "Merger
Agreement") dated as of March 25, 2003 with Graphic Packaging International
Corporation ("GPIC") pursuant to which GPIC will become a wholly owned
subsidiary of Holding (such transaction, the "Merger") on the Effective Date (as
such term is defined in the Merger Agreement);
WHEREAS, Holding, Employer and Executive desire to amend the Prior Agreement to
become effective on the Effective Date.
NOW, THEREFORE, in consideration of the promises and mutual covenants contained
herein and for other good and valuable consideration, Employer and Executive
hereby agree and the Prior Agreement is hereby amended and restated in its
entirety, as follows:
1
AGREEMENT TO EMPLOY.
UPON THE TERMS AND SUBJECT TO THE
CONDITIONS OF THIS AGREEMENT, EMPLOYER HEREBY EMPLOYS EXECUTIVE, AND EXECUTIVE
HEREBY ACCEPTS EMPLOYMENT BY EMPLOYER.
2
TERM; POSITION AND RESPONSIBILITIES.
(A)
TERM OF EMPLOYMENT.
UNLESS EXECUTIVE'S EMPLOYMENT SHALL SOONER
TERMINATE PURSUANT TO SECTION 7, EMPLOYER SHALL EMPLOY EXECUTIVE FOR A TERM
COMMENCING ON THE EFFECTIVE DATE AND ENDING ON THE THIRD ANNIVERSARY OF THAT
DATE (THE "EMPLOYMENT PERIOD").
(B)
POSITION AND RESPONSIBILITIES.
DURING THE EMPLOYMENT PERIOD,
EXECUTIVE SHALL SERVE AS SENIOR VICE PRESIDENT, INTEGRATION OF EMPLOYER AND
SHALL HAVE (I) RESPONSIBILITY FOR THE ACHIEVEMENT OF SYNERGIES IN CONNECTION
WITH THE COMBINATION OF EMPLOYER'S BUSINESS WITH GPIC'S BUSINESS FOLLOWING THE
MERGER, (II) RESPONSIBILITY FOR THE OPERATIONAL ASPECTS OF EMPLOYER'S
INFORMATION TECHNOLOGY FUNCTION, (III) RESPONSIBILITY FOR THE MANAGEMENT OF THE
INTEGRATION STAFF OF EMPLOYER AND (IV) SUCH OTHER
DUTIES CONSISTENT WITH EXECUTIVE'S TITLE AND POSITION AS THE BOARD OF DIRECTORS
OF EMPLOYER ("EMPLOYER'S BOARD") SPECIFIES FROM TIME TO TIME.
EXECUTIVE SHALL
REPORT TO THE COMPANY'S PRESIDENT AND CHIEF EXECUTIVE OFFICER.
EXECUTIVE SHALL
DEVOTE ALL OF HIS SKILL, KNOWLEDGE AND WORKING TIME (EXCEPT FOR (I) VACATION
TIME AS SET FORTH IN SECTION 6(C) AND ABSENCE FOR SICKNESS OR SIMILAR DISABILITY
AND (II) TO THE EXTENT THAT IT DOES NOT INTERFERE WITH THE PERFORMANCE OF
EXECUTIVE'S DUTIES HEREUNDER, (A) SUCH REASONABLE TIME AS MAY BE DEVOTED TO
SERVICE ON BOARDS OF DIRECTORS OF OTHER CORPORATIONS AND ENTITIES, SUBJECT TO
THE PROVISIONS OF SECTION 9, AND THE FULFILLMENT OF CIVIC RESPONSIBILITIES AND
(B) SUCH REASONABLE TIME AS MAY BE NECESSARY FROM TIME TO TIME FOR PERSONAL
FINANCIAL MATTERS) TO THE CONSCIENTIOUS PERFORMANCE OF THE DUTIES AND
RESPONSIBILITIES OF SUCH POSITION.
IF SO ELECTED OR DESIGNATED BY THE
RESPECTIVE SHAREHOLDERS THEREOF, EXECUTIVE SHALL SERVE AS A MEMBER OF THE BOARDS
OF DIRECTORS OF HOLDING, EMPLOYER AND THEIR RESPECTIVE AFFILIATES DURING THE
EMPLOYMENT PERIOD