0001104659-07-027189 Sample Contracts

KAPSTONE PAPER AND PACKAGING CORPORATION OPTION AGREEMENT
2006 Incentive Plan • April 10th, 2007 • Kapstone Paper & Packaging Corp • Paper mills • Delaware

KapStone Paper and Packaging Corporation, a Delaware corporation formerly known as Stone Arcade Acquisition Corporation (the “Company”), hereby grants to (“you” or the “Grantee”), an employee of the Company, an option (the “Option”) to purchase the number of shares of the Company’s common stock, $.001 par value per share, at an option exercise price during the option term, and on the other terms and conditions set forth below.

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KAPSTONE PAPER AND PACKAGING CORPORATION RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • April 10th, 2007 • Kapstone Paper & Packaging Corp • Paper mills • Delaware

This Award is subject to the terms and conditions set forth in this Restricted Stock Grant Agreement, in the attached Exhibit A to this Restricted Stock Grant Agreement, and in the attached KapStone Paper and Packaging Corporation 2006 Incentive Plan, as amended from time to time before or after the date of this Award (the “Plan”), all of which are an integral part of and are hereby incorporated into this Restricted Share Award Agreement. You may obtain a copy of any amendments to the Plan from the Company upon request. Capitalized terms used but not defined in this Agreement have the meanings specified in the Plan.

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