AFFILIATES OF THE
COMPANY, RIC, THE CD&R FUND OR ANY INVESTOR.
(G)
"CHANGE IN CONTROL PRICE" SHALL MEAN THE PRICE PER SHARE OF COMMON STOCK
PAID IN CONJUNCTION WITH ANY TRANSACTION RESULTING IN A CHANGE IN CONTROL (AS
DETERMINED IN GOOD FAITH BY THE BOARD IF ANY PART OF SUCH PRICE IS PAYABLE OTHER
THAN IN CASH).
(H)
"CLOSING DATE" SHALL MEAN THE DATE OF THE CLOSING DATE OF THE ACQUISITION.
(I)
"COMMON STOCK" SHALL MEAN THE CLASS A COMMON STOCK, PAR VALUE $.01 PER
SHARE, OF THE COMPANY.
(J)
"COMPANY" SHALL MEAN RIVERWOOD HOLDING, INC., A DELAWARE CORPORATION
FORMERLY KNOWN AS NEW RIVER HOLDING, INC., AND ANY SUCCESSOR THERETO.
(K)
"COVERED OPTIONS" SHALL HAVE THE MEANING SET FORTH IN SECTION 5(C)(I)
HEREOF.
(L)
"CUMULATIVE SALES REVENUE" SHALL MEAN THE SUM OF THE SALES REVENUE FOR THE
FISCAL QUARTERS COMMENCING AFTER THE GRANT DATE, OR, IN THE CASE OF A
DETERMINATION OF THE CUMULATIVE SALES REVENUE PURSUANT TO SECTION 3(B), THE SUM
2
OF THE SALES REVENUE FOR EACH FISCAL QUARTER COMMENCING AFTER THE GRANT DATE AND
ENDING PRIOR TO THE DATE OF DETERMINATION.
(M)
"DELAY PERIOD" SHALL HAVE THE MEANING SET FORTH IN SECTION 10(C) HEREOF.
(N)
"EMPLOYMENT AGREEMENT" SHALL MEAN THE EMPLOYMENT AGREEMENT, DATED SEPTEMBER
30, 2002, BETWEEN THE GRANTEE, THE COMPANY AND RIC.
(O)
"EXCHANGE ACT" SHALL MEAN THE U.S. SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
(P)
"EXERCISE DATE" SHALL HAVE THE MEANING SET FORTH IN SECTION 6 HEREOF.
(Q)
"EXERCISE PRICE" SHALL HAVE THE MEANING SET FORTH IN SECTION 6 HEREOF.
(R)
"EXERCISE SHARES" SHALL HAVE THE MEANING SET FORTH IN SECTION 6 HEREOF.
(S)
"EXTRAORDINARY TERMINATION" SHALL MEAN A TERMINATION OF THE GRANTEE'S
EMPLOYMENT WITH THE COMPANY AND THE SUBSIDIARIES BY REASON OF THE GRANTEE'S
DEATH, PERMANENT DISABILITY OR RETIREMENT.
(T)
"FAIR MARKET VALUE" SHALL MEAN, AS OF ANY DATE, THE FAIR MARKET VALUE ON
SUCH DATE PER SHARE OF COMMON STOCK AS DETERMINED IN GOOD FAITH BY THE EXECUTIVE
COMMITTEE OF THE BOARD.
IN MAKING A DETERMINATION OF FAIR MARKET VALUE, THE
EXECUTIVE COMMITTEE SHALL GIVE DUE CONSIDERATION TO SUCH FACTORS AS IT DEEMS
APPROPRIATE, INCLUDING, WITHOUT LIMITATION, THE EARNINGS AND CERTAIN OTHER
FINANCIAL AND OPERATING INFORMATION OF THE COMPANY AND THE SUBSIDIARIES IN
RECENT PERIODS, THE POTENTIAL VALUE OF THE COMPANY AND THE SUBSIDIARIES AS A
WHOLE, THE FUTURE PROSPECTS OF THE COMPANY AND THE SUBSIDIARIES AND THE
INDUSTRIES IN WHICH THEY COMPETE, THE HISTORY AND MANAGEMENT OF THE COMPANY AND
THE SUBSIDIARIES, THE GENERAL CONDITION OF THE SECURITIES MARKETS, THE FAIR
MARKET VALUE OF SECURITIES OF COMPANIES ENGAGED IN BUSINESSES SIMILAR TO THOSE
OF THE COMPANY AND THE SUBSIDIARIES AND A VALUATION OF THE COMMON STOCK, WHICH
SHALL BE PERFORMED BY AN INDEPENDENT VALUATION FIRM CHOSEN BY THE EXECUTIVE
COMMITTEE.
NOTWITHSTANDING THE FOREGOING, FOLLOWING A PUBLIC OFFERING, FAIR
MARKET VALUE SHALL MEAN THE AVERAGE OF THE HIGH AND LOW TRADING PRICES FOR A
SHARE OF COMMON STOCK ON THE PRIMARY NATIONAL EXCHANGE (INCLUDING NASDAQ) ON
WHICH THE COMMON STOCK IS