UNDERWRITERS AT LEAST ONE
OF WHICH IS AN UNDERWRITER OF NATIONALLY RECOGNIZED STANDING.
(MM)
"REGISTRATION AND PARTICIPATION AGREEMENT" SHALL HAVE THE MEANING SET
FORTH IN SECTION 7(F) HEREOF.
(NN)
"RETIREMENT" SHALL MEAN A GRANTEE'S RETIREMENT FROM EMPLOYMENT WITH THE
COMPANY AND THE SUBSIDIARIES AT OR AFTER AGE 65.
(OO)
"RIC" SHALL MEAN RIVERWOOD INTERNATIONAL CORPORATION, A DELAWARE
CORPORATION FORMERLY KNOWN AS RIVERWOOD INTERNATIONAL USA, INC., AND ANY
SUCCESSOR THERETO.
(PP)
"RIC HOLDING" SHALL MEAN RIC HOLDING, INC., A DELAWARE CORPORATION AND
WHOLLY OWNED SUBSIDIARY OF THE COMPANY.
(QQ)
"RULE 144" SHALL MEAN RULE 144 PROMULGATED UNDER THE SECURITIES ACT.
(RR)
"SALES REVENUE" SHALL MEAN GROSS SALES REVENUE OF THE CONSUMER PRODUCTS
BUSINESS UNIT OF RIC WITH RESPECT TO A FISCAL QUARTER LESS GROSS REVENUES FROM
THE SALE OF PAPERBOARD FOR THE APPLICABLE FISCAL QUARTER.
(SS)
"SECOND PURCHASE PERIOD" SHALL HAVE THE MEANING SET FORTH IN SECTION
5(C)(I) HEREOF.
5
(TT)
"SECURITIES ACT" SHALL MEAN THE U.S. SECURITIES ACT OF 1933, AS AMENDED.
(UU)
"SHARES" SHALL MEAN THE SHARES OF COMMON STOCK SUBJECT TO THE OPTIONS.
THE NUMBER OF SHARES SUBJECT TO THE OPTIONS IS SET FORTH ON THE SIGNATURE PAGE
HEREOF.
(VV)
"SUBSIDIARY" SHALL MEAN ANY CORPORATION OR OTHER PERSON, A MAJORITY OF
WHOSE OUTSTANDING VOTING SECURITIES OR OTHER EQUITY INTERESTS ARE OWNED,
DIRECTLY OR INDIRECTLY, BY THE COMPANY.
2.
CONFIRMATION OF GRANT; OPTION PRICE.
(A)
THE COMPANY HEREBY EVIDENCES AND CONFIRMS ITS GRANT TO THE GRANTEE,
EFFECTIVE AS OF THE DATE HEREOF, OF (I) SERVICE OPTIONS TO PURCHASE 10,000
SHARES AND (II) PERFORMANCE OPTIONS TO PURCHASE 15,000 SHARES.
THE OPTIONS ARE
NOT INTENDED TO BE INCENTIVE STOCK OPTIONS UNDER THE U.S. INTERNAL REVENUE CODE
OF 1986, AS AMENDED.
THIS AGREEMENT IS SUBORDINATE TO, AND THE TERMS AND
CONDITIONS OF THE OPTIONS GRANTED HEREUNDER ARE SUBJECT TO, THE TERMS AND
CONDITIONS OF THE PLAN.
IF THERE IS ANY INCONSISTENCY BETWEEN THE TERMS HEREOF
AND THE TERMS OF THE PLAN, THE TERMS OF THE PLAN SHALL GOVERN.
(B)
OPTION PRICE.
THE PER SHARE EXERCISE PRICE FOR THE SHARES COVERED BY THE
OPTIONS SHALL EQUAL $120.00.
3.
EXERCISABILITY.
(A)
SERVICE OPTIONS.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT AND
SUBJECT TO THE CONTINUOUS EMPLOYMENT OF THE GRANTEE WITH THE COMPANY OR ONE OF
THE SUBSIDIARIES UNTIL THE APPLICABLE VESTING DATE, THE SERVICE OPTIONS GRANTED
HEREBY SHALL VEST AND BECOME EXERCISABLE AS TO ONE-THIRD ON THE SECOND
ANNIVERSARY OF THE GRANT DATE AND AS TO THE REMAINING TWO-THIRDS ON THE THIRD
ANNIVERSARY OF THE GRANT DATE; PROVIDED THAT, IF (X) THE GRANTEE'S EMPLOYMENT IS
TERMINATED BY REASON OF AN EXTRAORDINARY TERMINATION OR (Y)(I)THE CD&R FUND AND,
IF APPLICABLE, ITS AFFILIATES EFFECT A SALE OR OTHER DISPOSITION OF ALL OF THE
COMMON STOCK THEN HELD BY THE CD&R FUND AND ITS AFFILIATES TO ONE OR MORE
PERSONS OTHER THAN ANY PERSON WHO IS AN AFFILIATE OF THE CD&R FUND AND
(II) THEREAFTER, THE GRANTEE'S EMPLOYMENT IS TERMINATED BY THE COMPANY OTHER
THAN FOR CAUSE, ALL SERVICE OPTIONS HELD BY THE GRANTEE AS OF