AMENDED AND RESTATED
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into as of this 1st day
of January, 2002 by and among Riverwood International Corporation, a Delaware corporation (“ Employer ”),
Riverwood Holding, Inc., a Delaware corporation (“ Holding ”), and Stephen M. Humphrey (“ Executive ”).
W I T N E S S E T H :
WHEREAS, Employer currently employs Executive as its President and Chief Executive Officer pursuant
to an Employment Agreement, dated as of March 27, 1997 (the “ Prior Agreement ”);
WHEREAS, Holding, Employer and Executive recognize the importance of providing for successful
succession planning for senior management positions, including those positions held by Executive;
WHEREAS, Holding, Employer and Executive mutually desire to implement certain matters to secure for
Holding and Employer the continued services of Executive; and
WHEREAS, Holding, Employer and Executive desire that Executive continue to serve as, and perform
the full-time duties of, President and Chief Executive Officer through March 31, 2005, and to serve as Chairman
of the Board of Directors of Holding for two years thereafter; and
WHEREAS, in order to effectuate the foregoing, Holding, Employer and Executive desire to implement
certain amendments to the Prior Agreement.
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 continues to employ Executive, and Executive hereby accepts continued employment by
2. Term; Position and Responsibilities .
(a) Term of Employment .