KEY EMPLOYEE INCENTIVE BONUS PLAN
(As Amended by the Board of Directors on 10/27/94)
1. Purposes. The purposes of this Key Employee Incentive Bonus Plan are to provide an incentive for selected
key employees of Rock-Tenn Company (the "Company") and any Subsidiary of the Company, who are in a
position to make a significant contribution to the successful operations of the Company or any Subsidiary of the
Company; to attract and retain in the employ of the Company persons of outstanding ability; and to further the
identity of interests of such employees with those of the shareholders of the Company generally.
2. Definitions. For purposes of the Plan, the following terms shall have the following meanings:
a. "Administrative Committee" means a committee appointed by the Board of Directors consisting of designated
executive officers to administer the Plan as set forth in Section 3.
b. "Base Salary" means the basic annual rate of compensation paid by the Company or any Subsidiary to a
Participant as of the 30th day of September of a Plan Year, determined without regard to this Plan or any other
incentive compensation, profit sharing or pension Plan, directors, fees, medical or health insurance or
reimbursement Plans or other similar forms of compensation.
c. "Bonus Level" means a percentage of Base Salary associated with a Targeted Income Amount. The Bonus
Level for any Targeted Income Amount for any Plan Year shall be as determined from time to time by the Board
of Directors or the Compensation Committee.
d. "Company" means Rock-Tenn Company, a Georgia corporation.
e. "Compensation Committee" means the Compensation Committee of the Board of Directors as constituted
from time to time.
f. "Eligible Employee" means an employee of the Company or any Subsidiary who is in a position to make a
significant contribution to the operations of the Company of any Subsidiary.
g. "Participant" means an Eligible Employee who has been selected by the Board of Directors