EXHIBIT 10.28
October 2, 1998
Jefferson Smurfit Group plc
Xxxxx Xxxx
Xxxxxxxxxx
Xxxxxx 0
Dear Sirs:
In connection with the entry by Jefferson Smurfit Corporation ("JSC")
and Stone Container Corporation ("Stone") into an Agreement and Plan of Merger
dated as of May 10, 1998 (the "Merger Agreement"), you or one or more of your
subsidiaries will make Xx. Xxxxxxx X. Xxxxxx available to JSC to serve as its
Executive Vice-President-Deputy Chief Executive. In this connection we agree
with you as follows:
1. To pay to you or one or more of your subsidiaries designated by you:
(a) an aggregate amount necessary to reimburse you or such subsidiary
or subsidiaries on a US dollar for US dollar basis for amounts
paid to Xx. Xxxxxx not to exceed $1.5 million, or in relation to
funding pension payments for him not to exceed $2.4 million, in
connection with these matters; and
(b) the aggregate amount, if any, which you or one or more of your
subsidiaries may become liable at a future date to pay to Xx.
Xxxxxx pursuant to the terms of a Long Term Incentive Plan dated
as of July 1, 1996 between your company and Xx. Xxxxxx (the "LTIP
Payment");
provided that the amounts payable under paragraphs (a) and (b) and the amounts
payable under paragraph 3 below shall not exceed in the aggregate US$6,500,000.
2. We agree that the amounts referred to at paragraph 1 (a) above will
be payable promptly on your demand at the later of the closing of the Merger (as
defined in the Merger Agreement) and the assumption of Xx. Xxxxxx'x duties with
JSC. The amount specified at paragraph 1 (b) above will be payable promptly upon
notice from you to us confirming that you or one or more of your subsidiaries
have made the LTIP Payment to Xx. Xxxxxx and the amount thereof.
3. In addition to the above, we agree that we will reimburse to Xx.
Xxxxxx promptly on his request all reasonable direct costs of relocation
incurred by him in relation to his move to the United States and also all
reasonable legal and tax advisory fees incurred by him in connection with such
re-location and the purchase of a residence in Chicago.
4. No amounts will be due hereunder in the event that the closing of
the Merger does not occur or Xx. Xxxxxx is unavailable to assume his duties with
JSC.
5. This Agreement shall be governed and construed in accordance with
the laws of the State of Delaware without regard to any applicable conflicts of
law rules.
JEFFERSON SMURFIT CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President, General Counsel
and Secretary
Agreed and Accepted as of
The date first above written:
JEFFERSON SMURFIT GROUP PLC
By: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Secretary
