MANAGEMENT STOCK OPTION AGREEMENT
MANAGEMENT STOCK OPTION AGREEMENT, dated as of January 1, 2002, between
Riverwood Holding, Inc., a Delaware corporation (the “Company”), and Stephen M. Humphrey (the “Grantee”).
W I T N E S S E T H :
WHEREAS, to motivate key employees of the Company and the Subsidiaries by providing them an
ownership interest in the Company, the Board of Directors of the Company (the “Board”) has established the
Riverwood Holding, Inc. 2002 Management Stock Incentive Plan, as the same may be amended from time to
time (the “Plan”); and
WHEREAS, on the date hereof, the Company, its indirect, wholly-owned subsidiary, Riverwood
International Corporation, a Delaware corporation (“Riverwood”), and the Grantee have entered into an
amended and restated Employment Agreement (as the same may be amended from time to time, the
“Employment Agreement”), providing for, among other things, the grant to the Grantee of the stock options
WHEREAS, the Grantee and the Company desire to enter into an agreement to evidence and confirm
the grant of such stock options on the terms and conditions set forth herein;
NOW, THEREFORE, to evidence the stock options so granted, and to set forth the terms and
conditions governing such stock options, the Company and the Grantee hereby agree as follows:
1. Certain Definitions . As used in this Agreement, the following terms shall have the following
(a) “ Acquisition ” shall mean the series of transactions resulting in the indirect acquisition of all of
the issued and outstanding capital stock of Former Riverwood by the Company on March 27, 1996
pursuant to the Merger Agreement.
(b) “ Affiliate ” shall mean, with respect to any person, any other person controlled by,
controlling or under common control with such person.
(c) “ Applicable Percentage ” shall mean, with respect to an EBITDA Target for any Fiscal
Year, the portion of such EBITDA Target actuall