This EMPLOYMENT AGREEMENT is an amendment and restatement of the Employment Agreement dated as of
February 6, 2006 (the “Original Effective Date”), by and between Rock-Tenn Company, a Georgia corporation (“Rock-Tenn”),
and James A. Rubright (“Executive”).
WHEREAS, Rock-Tenn and Executive entered into an Employment Agreement as of the Original Effective Date (the “2006
Agreement”), and Rock-Tenn and Executive desire to amend and restate the 2006 Agreement in the form of this Employment
Agreement (this “Agreement”) to address issues raised under Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”); and
WHEREAS, the Compensation and Options Committee of the Board of Directors of Rock-Tenn (the “Compensation
Committee”) has recommended, and the independent directors of the Board of Directors have approved, that Rock-Tenn enter
into this Agreement with Executive;
NOW, THEREFORE, Rock-Tenn and Executive agree as follows:
1. Continued Employment.
(a) Subject to the further terms and conditions hereof, Rock-Tenn shall continue to employ Executive as Rock-Tenn’s
Chief Executive Officer, and Executive shall continue to serve in that capacity, with such duties, responsibilities and
powers as Executive has on the date that Executive signs this Agreement (the “Effective Date”).
(b) Subject to compliance with the further terms and conditions hereof, Rock-Tenn may terminate Executive’s
employment hereunder at any time, and Executive may resign at any time, effective at the date stated in a written notice of
termination or resignation, which date, in the case of termination by Rock-Tenn without cause or as a result of Executive’s
permanent disability or by Executive voluntarily and not as a result of the occurrence of any of the events specified in
Section 2(b), may not be earlier than thirty (30) days after the notice is given.
(c) Executive’s base pay shall continue as in effect at the Effective Date, payable in accordance with Rock-Tenn’s