Exhibit (d)(3)
February 16, 2000
Xx. Xxxx X. Xxxxx
00 Xxxxxxx Xxxx
Xxx, Xxx Xxxx 00000
Re: Employment Agreement
Dear Xxxx:
As you know, International Paper Company, a New York
corporation ("Parent"), International Paper-37, Inc., a Delaware corporation
and a direct wholly owned subsidiary of Parent ("Purchaser") and Shorewood
Packaging Corporation, a Delaware corporation (the "Company") have entered into
discussions relating to a proposal to engage in transactions including (a) the
commencement of an offer by Purchaser to purchase all of the outstanding shares
of common stock of the Company (the "Proposed Offer") and (b) the merger of
Purchaser with and into the Company, with the Company continuing as the
surviving corporation and a direct wholly owned subsidiary of Parent (the
"Proposed Merger")(such transactions are hereinafter together referred to as the
"Proposed Transactions"). As Parent has made clear to you in discussions
relating to the Proposed Transactions, Parent is willing to proceed with the
Proposed Transactions based upon your representation that you agree to remain
employed by the Company upon the terms and conditions set forth in the
employment agreement attached hereto as EXHIBIT A (the "Employment Agreement"),
and would be unwilling to proceed if you did not so agree.
In addition, the Company has adopted an Employee Severance
Plan that provides certain benefits if your employment terminates under certain
conditions following a Change in Control (as defined in the Company Employee
Severance Plan) of the Company. Finally, the Company has made loans to you that
are currently outstanding and which are listed in the schedule attached hereto
as EXHIBIT B.
In order to assure Parent that you will remain employed by the
Company on and after the date of Purchaser's first purchase of the Company's
common stock pursuant to the Proposed Offer (the "First Purchase Date") if the
Proposed Transactions are consummated, and for other good and valuable
consideration, this letter agreement (the "Agreement") sets forth the agreements
and understandings between you and Parent with respect to these matters.
Section 1. EMPLOYMENT AGREEMENT.
Simultaneously with your execution of this letter you will
execute the Employment Agreement. Parent will execute and cause the Company to
execute the Employment Agreement on the First Purchase Date. The Employment
Agreement will automatically become effective upon execution by Parent and the
Company on the First Purchase Date.
Section 2. REPAYMENT OF LOANS.
On the First Purchase Date you will repay to the Company the
entire outstanding principal balance on each loan listed in the schedule
attached hereto as EXHIBIT B, together with interest accrued through the First
Payment Date.
Section 3. EMPLOYEE SEVERANCE PLAN.
On the First Payment Date, Parent will cause the Company to
pay to you a lump sum payment of Severance Pay (as defined in the Company
Severance Plan) in the amount of $5,699,475.72 and the Gross-Up Payment (as
defined in the Company's Employee Severance Plan) determined in accordance with
the applicable terms of the Employee Severance Plan.
Section 4. GOVERNING LAW.
The provisions of this Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York
without regard to principles of conflicts of laws.
If the foregoing terms are acceptable to you, please sign and
return to Parent the enclosed copy of this letter and the enclosed Employment
Agreement, whereupon this letter shall become a binding agreement between you
and Parent.
Sincerely,
INTERNATIONAL PAPER COMPANY
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Xxxxx X. Xxxxx
Executive Vice President
Accepted and Agreed as of the date first written above
/s/ Xxxx X. Xxxxx
-------------------------
Xxxx X. Xxxxx
2
EXHIBIT A
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is entered into on
this __th day of ___________, 2000 by and among Xxxx X. Xxxxx ("Executive"),
International Paper Company ("International Paper"), a New York corporation, and
Shorewood Packaging Corporation (the "Company"), a Delaware corporation having
its principal executive offices at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
I. EMPLOYMENT.
The Company hereby employs Executive and Executive hereby
accepts such employment, upon the terms and conditions hereinafter set forth,
from ____________, 2000 to and including December 31, 2004 (hereinafter the
"Term"), unless earlier terminated under Section V of this Agreement.
II. DUTIES.
A. Executive shall serve during the course of his employment as
President of the Company and shall perform such duties as may from time to time
be assigned, delegated or limited by the senior officer of International Paper
designated in writing by the Chief Executive Officer of International Paper,
which shall initially be the Senior Vice President-Consumer Packaging of
International Paper, (such senior officer is hereinafter referred to as the "IP
Officer") consistent with Executive's position as President of the Company.
Executive shall report directly to the IP Officer. During the Term of this
Agreement, Executive shall devote all of his professional and business-related
time, energy and skill to the business of the Company and shall perform his
duties in good faith.
B. Executive shall not, without the prior written consent of the
IP Officer, render to others any services of any kind for compensation or engage
in any activity which conflicts or interferes with the performance of his duties
and obligations hereunder.
C. Neither International Paper nor the Company shall be deemed to
have breached this Agreement if the Company is liquidated to become a division
of International Paper instead of a separate subsidiary provided that Executive
becomes the President of such division. If such a liquidation occurs, "Company"
shall thereafter mean International Paper.
D. In connection with his employment hereunder, Executive shall
not be required, without his consent, to be based anywhere other than the
greater metropolitan New York City area, which shall include Purchase, New York.
III. PRIOR AGREEMENT.
Executive and the Company are currently parties to that
certain Amended and Restated Employment Agreement made effective as of May 3,
1998 (the "Prior Agreement"). Company and Executive agree that from and after
execution of this Agreement, all further obligations of the parties under the
Prior Agreement shall cease and become null and void, except as to (A) the
Company's obligation to pay to Executive any salary earned prior to execution of
this Agreement and not yet paid and (B) Executive's obligation to repay the
unearned portion of the $1 million signing bonus that the Company paid to him in
connection with the original execution of the Prior Agreement in the event that
he is terminated by the Company for Cause as defined in Section V-C1 or he
terminates his employment with the Company without Good Reason (as defined in
Section V-C) prior to May 1, 2003.
2
IV. COMPENSATION.
A. SALARY. The Company will pay to Executive a base salary at the
rate of $500,000 per year. Such salary shall be earned monthly and shall be
payable in periodic installments no less frequently than monthly in accordance
with the Company's customary practices. Any increases in Executive's base salary
will be at the discretion of the IP Officer.
B. ANNUAL BONUS. During the Term of this Agreement, Executive
shall be entitled to receive an annual bonus from the Company in accordance
with an annual bonus plan for Executive (the "Bonus Plan") in lieu of any
further bonuses under the 1995 Performance Bonus Plan of Shorewood Packaging
Corporation. The IP Officer shall establish reasonable target performance
objectives for Executive under the Bonus Plan for the year 2000. For each
subsequent year ending during the Term of this Agreement, the IP Officer
shall establish reasonable target performance objectives under the Bonus Plan
on or before January 31 of the year for which the bonus may be earned.
Executive's bonus under the Bonus Plan for each calendar year ending during
the Term of this Agreement will be determined on the basis of the
satisfaction of the target performance objectives in accordance with the
following table:
PERCENT OF TARGET BONUS
----------------- -----
below 80% $0
80% $250,000
100% $350,000
at or above 125% $450,000
The amount of the bonus payable to Executive for satisfaction of performance
objectives above the 80% level and below the 125% level will be determined using
linear interpolation. Notwithstanding the foregoing, for the period ending
December 31, 2000, the amount of the bonus that Executive is eligible to earn
under the Bonus Plan shall be equal to 75% of the amounts shown in the above
table. The Company shall pay any bonus that Executive earns
3
under the Bonus Plan on or before March 15 of the year following the year in
which Executive earns such bonus. In the event Executive's employment with the
Company terminates on or after July 1 of a year during the Term of this
Agreement on account of Executive's death, Disability or termination of his
employment with Good Reason, or the Company's termination of his employment
without Cause, Executive (or his beneficiary or estate) shall be entitled to a
bonus under the Bonus Plan in an amount equal to the 100% target bonus for the
year prorated for the number of days during the year that Executive was employed
by the Company. No bonus will be payable under the Bonus Plan for a year if (1)
his employment terminates for any reason prior to July 1 of such year, (2) the
Company terminates Executive with Cause or (3) Executive terminates his
employment without Good Reason.
C. GUARANTEED BONUS. In addition to any bonus Executive earns
under the Bonus Plan, the Company shall pay to Executive (1) a separate
guaranteed bonus of $112,000 for the period of service from the date of this
Agreement through December 31, 2000, and (2) a separate guaranteed bonus of
$150,000 for each subsequent calendar year ending during the Term of this
Agreement. The Company shall pay each such guaranteed bonus to Executive on or
before February 15 of the year following the year for which the guaranteed bonus
is paid.
D. RESTRICTED STOCK AWARD. Effective as of the date of this
Agreement, International Paper shall grant to Executive, in accordance with the
International Paper Company Long-Term Incentive Compensation Plan (the "Stock
Incentive Plan"), that number of shares of common stock of International Paper
having a fair market value as of the date of this Agreement of $1 million, which
shares shall be nontransferable and subject to forfeiture until vested in
accordance with the vesting schedule set forth in the award agreement (the
"Restricted Stock"). The award agreement for the Restricted Stock shall provide
that one-fifth of Restricted Stock will vest on
4
December 31, 2000 and on December 31 of each of the four subsequent years
provided that the target performance objectives established under the Bonus Plan
for each such year are achieved. If in any year shares of Restricted Stock do
not vest because of the failure to satisfy the target performance objectives for
that year, those shares shall vest on December 31 of the first subsequent year
ending on or before December 31, 2004 for which the target performance
objectives are achieved. Any shares of Restricted Stock which have not vested as
of December 31, 2004, shall be permanently forfeited, and neither International
Paper nor the Company shall have any obligations to Executive with respect to
such forfeited shares. The award agreement for the Restricted Stock shall also
provide that all of Executive's shares of Restricted Stock will immediately vest
and be non-forfeitable in the event Executive's employment is terminated on
account of death or Disability, he terminates his employment with Good Reason or
the Company terminates his employment without Cause.
E. STOCK OPTIONS. Effective as of the date of this Agreement,
International Paper shall grant to Executive a nonqualified stock option under
the Stock Incentive Plan to purchase 20,000 shares of International Paper common
stock at a price per share equal to the fair market value of International Paper
common stock on the date of this Agreement. Such option grant shall be evidenced
by a standard stock option agreement in the form used by International Paper for
the grant of other stock options under the Stock Incentive Plan and shall
contain vesting and other terms which are consistent with the grants of stock
options made to other executives of International Paper and its subsidiaries.
Each year thereafter during the Term of this Agreement, Executive shall be
eligible to receive such additional stock option awards under the Stock
Incentive Plan or any successor plan as the Board of Directors of International
Paper (or its delegate) determines in its sole discretion.
5
F. For a one-year period of time following the effective date of
the merger of the Company with International Paper-37, Inc., (the "Effective
Time"), the Company shall provide Executive with benefits that are substantially
comparable in the aggregate to the benefits provided to Executive as of the date
of the merger agreement between the Company and International Paper-37, Inc.;
PROVIDED, HOWEVER, that the Company will continue Executive's current
split-dollar life insurance arrangement only through December 31, 2000, and the
Company will provide Executive an automobile lease allowance of $2,250 per month
plus reimbursement for reasonable insurance, maintenance, gasoline and parking
expenses incurred in furtherance of the Company's business only through December
31, 2000. After the one-year period following the Effective Time, the following
provisions will apply:
1. SAVINGS AND RETIREMENT PLANS. Executive shall be entitled to
participate in all savings and retirement plans, practices, policies
and programs to the extent applicable generally to other peer
executives of International Paper.
2. WELFARE BENEFIT PLANS. Executive shall be eligible for
participation in and shall receive all benefits under welfare benefit
plans, practices, policies and programs provided by International Paper
(including, without limitation, medical, dental, disability, group life
insurance, accidental death and travel accident insurance plans and
programs) to the extent applicable generally to other peer executives
of International Paper.
3. FRINGE BENEFITS; VACATION. Executive shall be entitled to
fringe benefits and paid vacation in accordance with the plans,
practices, programs and policies as in effect generally with respect to
other peer executives of International Paper.
4. International Paper and the Company reserve the right to
modify, suspend or discontinue any and all of the above plans,
practices, policies and programs at any time
6
without recourse by Executive so long as such action is taken generally
with respect to other similarly situated peer executives and does not
single out Executive.
V. TERMINATION.
A. DEATH. Executive's employment shall terminate automatically
upon Executive's death.
B. DISABILITY. If the Company determines in good faith that
Executive has become disabled (physically or mentally), it may give to Executive
written notice in accordance with Section XV of this Agreement of its intention
to terminate Executive's employment. In such event, Executive's employment with
the Company shall terminate effective on the 30th day after receipt of such
notice by Executive, provided that, within the 30 days after such receipt,
Executive shall not have returned to full-time performance of his duties. For
purposes of this Agreement, disability shall mean a physical or mental
impairment that renders Executive unable to perform the essential functions of
his position. The Company reserves the right, in good faith, to make the
determination of disability under this Agreement based upon information supplied
by Executive and/or his medical personnel, as well as information from medical
personnel (or others) selected by the Company or its insurers.
C. CAUSE OR GOOD REASON.
1. The Company may terminate Executive's employment for Cause.
For purposes of this Agreement, "Cause" shall mean that the Company,
acting in good faith based upon the information then known to the
Company, determines that Executive has engaged in or committed: willful
misconduct; gross negligence; theft, fraud or other illegal conduct;
refusal or unwillingness to perform his duties or performance of his
duties in an unsatisfactory manner; sexual harassment; conduct which
reflects adversely
7
upon, or making any remarks disparaging of, the Company or
International Paper, their Boards of Directors, officers, directors,
advisors or employees or their affiliates or subsidiaries;
insubordination; any willful act that is likely to and which does in
fact have the effect of injuring the reputation, business or a business
relationship of the Company or International Paper; violation of any
fiduciary duty; violation of any duty of loyalty; and breach of any
term of this Agreement.
2. Executive may terminate his employment for Good Reason. For
purposes of this Agreement, "Good Reason" shall mean a material breach
of this Agreement by the Company or International Paper.
D. OTHER THAN CAUSE OR DEATH OR DISABILITY. The Company may
terminate Executive's employment at any time, with or without Cause, by written
notice to Executive, effective upon Executive's receipt of such notice.
E. OBLIGATIONS OF THE COMPANY UPON TERMINATION.
1. DEATH OR DISABILITY. If Executive's employment is
terminated by reason of Executive's death or Disability, this Agreement
shall terminate without further obligations to Executive or his legal
representatives under this Agreement, other than for (a) payment of the
sum of (i) Executive's annual base salary through the date of
termination to the extent not theretofore paid, (ii) any guaranteed
bonus or performance bonus under the Bonus Plan for the calendar year
ending prior to Executive's death or Disability to the extent not
theretofore paid, (iii) any prorated bonus payable under the Bonus Plan
pursuant to Section IV-B and (iv) and any accrued vacation pay to the
extent not theretofore paid (the sum of the amounts described in
clauses (i), (ii), (iii) and (iv) shall be hereinafter referred to as
the "Accrued Obligations"), which shall be paid to
8
Executive or his estate or beneficiary, as applicable, in a lump sum in
cash within 30 days of the date of termination.
2. CAUSE. If the Company terminates Executive's employment for
Cause, this Agreement shall terminate without further obligations to
Executive other than for the timely payment of Accrued Obligations. If
it is subsequently determined that the Company did not have Cause for
termination under Section V-C, then the Company's decision to terminate
shall be deemed to have been made under Section V-D and the amounts
payable under Section V-E3 shall be the only amounts Executive may
receive for his termination.
3. OTHER THAN CAUSE OR DEATH OR DISABILITY; GOOD REASON. If
the Company terminates Executive's employment for other than Cause or
death or Disability during the Term of this Agreement, or if Executive
terminates his employment with the Company with Good Reason, this
Agreement shall terminate without further obligations by the Company or
International Paper to Executive other than (a) the timely payment of
Accrued Obligations, and (b), subject to Executive's signing a release
in the standard form then in use by the Company or International Paper
for other peer executives, (i) severance pay (payable in regular
installments in accordance with the Company's normal payroll practices)
constituting Executive's base salary for the lesser of one year or the
remaining Term of this Agreement and (ii) the amount of the guaranteed
bonus for the calendar year during which Executive's employment with
the Company terminates.
9
4. EXPIRATION OF AGREEMENT. If this Agreement expires at the
end of the Term and Executive ceases to be employed by the Company at
that time, Executive will receive timely payment of the Accrued
Obligations.
5. EXCLUSIVE REMEDY. Executive agrees that the payments
contemplated by this Agreement shall constitute the exclusive and sole
remedy for any termination of his employment and Executive covenants
not to assert or pursue any other remedies, at law or in equity, with
respect to any termination of employment. Notwithstanding the preceding
sentence, neither the severance pay described in Section V-E3 nor any
other payment under this Section V-E shall reduce or affect any
benefits the Executive (or his estate or beneficiary) may be entitled
to under the specific terms of the benefit plans of the Company or any
stock option or restricted stock awards.
VI. COVENANTS OF EXECUTIVE.
A. GENERAL: Executive and the Company understand and agree that
the purpose of the provisions of this Section VI is to protect the legitimate
business interests of the Company and International Paper, as more fully
described below. Executive hereby acknowledges that the restrictions set forth
in this Section VI are reasonable and necessary to protect the business
interests of the Company and/or International Paper. Therefore, Executive shall
be subject to the restrictions set forth in this Section.
B. RESTRICTIONS ON DISCLOSURE AND USE OF CONFIDENTIAL
INFORMATION: Executive understands and agrees that confidential information and
materials of a confidential or proprietary nature constitute valuable assets of
the Company and International Paper and may not be converted to Executive's own
use. Accordingly, Executive hereby agrees that he shall not, directly or
indirectly, at any time during the Term and at any time following the Term,
10
reveal, divulge or disclose any "Confidential Information" (as defined below),
and Executive shall not, directly or indirectly, use or make use of any
"Confidential Information" in connection with any business activity other than
that of the Company and/or International Paper; PROVIDED, HOWEVER, that
Executive may disclose or use "Confidential Information" during the Term as
authorized by the IP Officer or consistent with the proper exercise of
Executive's duties as President of the Company. "Confidential Information" means
all information regarding the Company and/or International Paper, its and their
activities, business, clients, or potential clients that is the subject of
reasonable efforts by the Company and/or International Paper to maintain its
confidentiality and that is not generally disclosed to persons not employed by
the Company and/or International Paper. "Confidential Information" shall
include, but is not limited to, any of the following information or materials of
the Company and/or International Paper: financial plans and data; management
planning information; business plans; operational methods; market studies;
marketing plans or strategies; product development techniques or plans; customer
lists; details of customer contracts; current and anticipated customer
requirements; past, current and planned research and development; business
acquisition plans; and new personnel acquisition plans. "Confidential
Information" shall not include information that has become generally available
to the public.
C. NONSOLICITATION. Executive understands and agrees that the
relationship between the Company and/or International Paper and their respective
employees, business relations, clients and customers, and potential clients and
customers, constitutes a valuable asset of the Company and/or International
Paper and may not be converted to Executive's own use. Accordingly, Executive
agrees that, during the Term of this Agreement, and for a period of three (3)
years from the termination for any reason pursuant to Section V of this
Agreement other than
11
the Company's termination of Executive without Cause or Executive's termination
of his employment with Good Reason (the "Restricted Period"), neither Executive
nor any entity with whom he is at the time affiliated (any other person,
corporation, partnership or other business entity of any kind) shall, directly
or indirectly, solicit or entice away or in any manner persuade or attempt to
persuade, any officer, employee, agent, representative, business relation,
client or customer, or prospective client or customer of the Company and/or
International Paper, to discontinue his/her/its relationship or prospective
relationship with the Company and/or International Paper.
D. RESTRICTIVE COVENANT. Executive acknowledges that his services
are special, unique, and extraordinary, and that in the course of his employment
with the Company and/or International Paper he has had and will continue to have
dealings and develop special relationships with the clients and customers of the
Company and/or International Paper. Executive further acknowledges that in the
course of his employment with or service to the Company and/or International
Paper, he has obtained and will continue to obtain Confidential Information. In
order to protect the legitimate business interests, goodwill, relationships, and
Confidential Information of the Company and/or International Paper, Executive
agrees that during the Restricted Period defined above in Section VI-C,
Executive shall not (whether for his own account or on behalf of any person,
corporation, partnership, or other business entity of any kind, and whether
directly or indirectly), without the prior written consent of the IP Officer,
engage in the business of printing or manufacturing paperboard packaging
anywhere in North America. Notwithstanding the foregoing, if Executive's
employment with the Company terminates on or after the expiration of this
Agreement at the end of its Term, Executive shall be
12
subject to the same non-competition policy of International Paper that is
applicable to other peer executives of International Paper.
E. ENFORCEMENT OF COVENANTS. In the event Executive breaches, or
threatens to commit a breach of, any of the provisions of this Section VI, the
Company and/or International Paper shall have the following rights and remedies,
which shall be independent of any others and severally enforceable, and shall be
in addition to, and not in lieu of, any other rights and remedies available to
the Company and/or International Paper at law or in equity:
1. the right to enjoin, preliminarily and permanently,
Executive from violating or threatening to violate the terms of this
Section VI and to have the promises made herein specifically enforced
by any court of competent jurisdiction; and
2. the right and remedy to require Executive to account
for and pay over to the Company and/or International Paper all
compensation, profits, monies, accruals, increments or other benefits
derived or received by Executive as a result of the transactions
constituting a breach of this Section VI.
VII. ARBITRATION.
Any and all controversies, claims or disputes arising out of
or in any way relating to this Agreement, its enforcement or interpretation, or
because of an alleged breach, default, or misrepresentation in connection with
any of its provisions, or any other claim by Executive arising out of or in
connection with his employment, including any claims for discrimination
prohibited by any federal, state or other statute, ordinance or law, shall be
submitted to a panel of three (3) arbitrators (hereinafter referred to as the
"Panel"). Executive shall select one arbitrator; the Company or International
Paper, as the case may be, shall select one arbitrator; and the two arbitrators
shall choose the third arbitrator from a list of arbitrators with expertise in
employment
13
disputes provided by the American Arbitration Association ("AAA").
Subject to the foregoing, the arbitration shall be in accordance with the
National Rules for Resolution of Employment Disputes of the AAA. The arbitration
shall be commenced by filing a demand for arbitration with the AAA within sixty
(60) days after the occurrence of the facts giving rise to any such controversy,
claim or dispute. The arbitration shall be conducted in Purchase, New York.
Judgment upon the award rendered by the Panel may be entered in any court having
jurisdiction thereof. All costs and expenses of any arbitration proceeding shall
be borne by the respective party incurring such costs and expenses.
VIII. ASSIGNMENT.
Executive acknowledges that his services are unique and
personal. Accordingly, Executive may not assign his rights or delegate his
duties under this Agreement to any person or entity.
IX. SUCCESSORSHIP.
This Agreement is binding on and inures to the benefit of the
Company and/or International Paper, its successors and assigns.
X. MODIFICATION.
This Agreement may not be amended or modified other than by a
written agreement executed by Executive and the Company or its designee.
XI. SAVINGS CLAUSE.
If any provision of this Agreement or the application thereof
is held invalid, the invalidity shall not affect other provisions or
applications of the Agreement which can be given
14
effect without the invalid provisions or applications and to this end the
provisions of this Agreement are declared to be severable.
XII. COMPLETE AGREEMENT.
This Agreement hereby incorporates by reference the letter
agreement entered into between Executive and International Paper on February 16,
2000 (the "Letter Agreement"). This Agreement, together with the Letter
Agreement, constitutes and contains the entire agreement and final understanding
concerning Executive's employment with the Company and the other subject matters
addressed herein between the parties. The parties intend it as a complete and
exclusive statement of the terms of their agreement. It supersedes and replaces
all prior negotiations and all agreements proposed or otherwise, whether written
or oral, concerning the subject matter hereof. Any representation, promise or
agreement not specifically included in this Agreement shall not be binding upon
or enforceable against either party. This is a fully integrated agreement.
XIII. GOVERNING LAW.
The provisions of this Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York
without regard to principles of conflict of laws.
XIV. PARAGRAPH HEADINGS.
Paragraph and other headings contained in this Agreement are
for the convenience of reference only and shall not affect in any way the
meaning or interpretation of this Agreement.
15
XV. NOTICES.
Any notices to be given under this Agreement by one party to
the other may be effected by personal delivery in writing or by mail, registered
or certified, postage prepaid with return receipt requested. Mailed notice shall
be deemed received as of three (3) days after mailing. Notices by mail shall be
sent to the address listed below unless and until notice to a change is given
pursuant to this Section:
To Executive:
Xx. Xxxx X. Xxxxx
00 Xxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
To the Company:
Shorewood Packaging Corporation
c/o International Paper Company
Two Xxxxxxxxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Attn: Xxxxxxx Xxxxxxxxxxx
XVI. WITHHOLDING.
All amounts payable to Executive under this Agreement shall be
reduced by any applicable income and employment withholding taxes and other
authorized deductions.
XVII. SURVIVORSHIP.
The respective rights and obligations of the parties hereunder
shall survive any termination of Executive's employment to the extent necessary
to the intended preservation of such rights and obligations.
16
XVIII. COUNTERPARTS.
This Agreement may be executed in two or more counterparts,
each of which will take effect as an original, and all of which shall evidence
one and the same Agreement.
XIX. REPRESENTATION.
The Company, International Paper and Executive represent that
they are knowledgeable and sophisticated as to business matters, including the
subject matter of this Agreement, that they have read this Agreement and that
they understand its terms. The Company, International Paper and Executive
acknowledge that, prior to assenting to the terms of this Agreement, they have
been given a reasonable amount of time to review it and to negotiate at arm's
length as to its contents. The Company, International Paper and Executive agree
that the language used in this Agreement is the language chosen by the parties
to express their mutual intent, and that they have entered into this Agreement
freely and voluntarily and without pressure or coercion from anyone.
17
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
SHOREWOOD PACKAGING CORPORATION
By:
--------------------------------
Title:
--------------------------
INTERNATIONAL PAPER COMPANY
By:
--------------------------------
Title:
--------------------------
XXXX X. XXXXX
------------------------------------
EXHIBIT B
Outstanding
Date Of Loan Principal Amount Rate of Interest Due Date
------------ ---------------- ---------------- --------
May, 1995 $2,000,000 Applicable Federal May 4, 2000
Rate plus Interest
July 26, 1999 $527,316 6.5% October 2, 2000
