Exhibit 18
February 16, 2000
Xx. Xxxxxx X. Xxxxxxx
0000 Xxxxx Xxxxx
Xxxxxxx Xxxxxx, Xxx Xxxx 00000
Re: Employment Agreement
Dear Xxxxxx:
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 $1,820,499.00 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/ Xxxxxx X. Xxxxxxx
-------------------------
Xxxxxx X. Xxxxxxx
2
EXHIBIT A
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is entered into on this
__th day of ___________, 2000 by and among Xxxxxx X. Xxxxxxx ("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, 2002 (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
Executive Vice-President of the Company and shall perform such duties as
may from time to time be assigned, delegated or limited by the President of
the Company. Executive shall report directly to the President of the
Company. 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
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"), 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 provided that Executive remains employed by such
division and reports directly to the President or other head 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, except as to salary earned prior to execution of
this Agreement and not yet paid, cease and become null and void.
IV. COMPENSATION.
A. SALARY. The Company will pay to Executive a base salary at the rate
of $350,000 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.
2
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"). 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% $140,000
100% $175,000
at or above 125% $215,000
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 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 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
3
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. RESTRICTED STOCK. 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 $100,000, 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 Executive's shares of Restricted
Stock will vest on December 31, 2002 provided that Executive remains
employed until that date. 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 employment
with Good Reason or the Company terminates his employment without Cause. If
Executive's employment terminates for any other reason prior to December
31, 2000, his shares of Restricted Stock shall be permanently forfeited,
and neither International Paper nor the Company shall have any obligations
to Executive with respect to such forfeited shares.
D. 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 10,000 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
4
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.
E. 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 $1,000 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,
5
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. RABBI TRUST. The Company shall continue to maintain the rabbi
trust established for the benefit of Executive in accordance
with its terms.
4. 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, PROVIDED HOWEVER, Executive shall be
entitled to five weeks of vacation per year.
5. 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 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,
6
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 upon, or making any remarks disparaging of,
the Company or International Paper, their Boards, 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.
0
X. XXXXXXXXXXX XX XXX XXXXXXX XXXX XXXXXXXXXXX.
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
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 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
8
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,
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.
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 award.
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
9
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, 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
10
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 two (2) years from the
termination for any reason pursuant to Section V of this Agreement other than
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
11
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 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.
12
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
settled by arbitration in accordance with the National Rules for Resolution of
Employment Disputes of the American Arbitration Association (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 arbitrator 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.
13
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 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.
14
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.
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 receive 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. Xxxxxx X. Xxxxxxx
0000 Xxxxx Xxxxx
Xxxxxxx Xxxxxx, Xxx Xxxx 00000
To the Company:
Shorewood Packaging Corporation
c/o International Paper Company
Two Xxxxxxxxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Attn: Xxxxxxx Xxxxxxxxxxx
15
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.
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.
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:____________________________
XXXXXX X. XXXXXXX
______________________________________
16
EXHIBIT B
OUTSTANDING
DATE OF LOAN PRINCIPAL AMOUNT RATE OF INTEREST DUE DATE
------------ ---------------- ---------------- --------
April 1998 $605,000 6.5% August 1, 2013
June 23, 1999 $341,145 6.5% October 2, 2000
July 26, 1999 $316,376 6.5% October 2, 2000
