0000950144-08-003910 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • May 9th, 2008 • Rock-Tenn CO • Paperboard containers & boxes • New York

EMPLOYMENT AGREEMENT made as of January 1, 2006, between SOUTHERN CONTAINER CORP., a Delaware corporation having its principal place of business at 115 Engineers Road, Hauppauge, New York 11788 (“Southern” or “Employer”) and JAMES B. PORTER III, residing at 4 Seashell Lane, Northport, New York 11768-1415 (“Executive”).

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT AND TO AMENDED AND RESTATED EARNINGS SHARE UNITS AGREEMENT
Employment Agreement • May 9th, 2008 • Rock-Tenn CO • Paperboard containers & boxes

THIS FIRST AMENDMENT (the “Amendment”) (i) to that certain Employment Agreement (the “Employment Agreement”) dated as of January 1, 2006, by and between SOUTHERN CONTAINER CORP., a Delaware corporation having its principal place of business at 115 Engineers Road, Hauppauge, New York 11788 (“Southern” or “Employer”) and JAMES B. PORTER III, residing at 4 Seashell Lane, Northport, New York 11768-1415 (“Executive”), and (ii) to that certain Amended and Restated Earnings Share Units Agreement (the “ESU Agreement”) dated February 27, 2006, between Southern and Executive, is entered into as of January 8, 2008, to be effective as of the Effective Date (as defined below).

AMENDED AND RESTATED EARNINGS SHARE UNITS AGREEMENT
Escrow Agreement • May 9th, 2008 • Rock-Tenn CO • Paperboard containers & boxes • New York

This amended and restated earnings share units agreement is dated February 27, 2006, and is between SOUTHERN CONTAINER CORP., a Delaware corporation with offices at 115 Engineers Road, Hauppauge, New York 11788 (“Company”) and JAMES B. PORTER III, residing at 4 Seashell Lane, Northport, New York 11768-1415 (“Executive”).

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