Graphic Packaging Holding Company Service-Based Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • February 23rd, 2010 • Graphic Packaging Holding Co • Paperboard containers & boxes • Delaware
THIS AGREEMENT, effective as of the Grant Date set forth on the signature page hereto, represents the grant by Graphic Packaging Holding Company (the “Company”) to the participant named on the signature page hereto (the “Participant”) of Restricted Stock Units (the “RSUs”), representing the right to earn shares of the Company’s common stock or the equivalent value thereof in cash, pursuant to the provisions of the Graphic Packaging Corporation 2004 Stock and Incentive Compensation Plan, as such plan may be amended from time to time (the “Plan”), and subject to the terms and conditions set forth in this award agreement (this “Agreement”).
Graphic Packaging Holding Company Performance-Based Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • February 23rd, 2010 • Graphic Packaging Holding Co • Paperboard containers & boxes • Delaware
Performance under each metric is independent of performance under the others. The results for each metric are multiplied by the applicable weightings and then added together. Notwithstanding the performance matrix, the Committee may make equitable adjustments to the payout level for any metric to take into account changes in accounting principles, changes in tax laws, business acquisitions or dispositions, unusual or non-recurring events, natural disasters or other events that the Committee deems relevant to the achievement of targeted performance.
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • February 23rd, 2010 • Graphic Packaging Holding Co • Paperboard containers & boxes
This Amendment No. 3 to Credit Agreement dated as of December 3, 2009 (this “Amendment”), is made by and among GRAPHIC PACKAGING INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), GRAPHIC PACKAGING CORPORATION, a Delaware corporation (“Holding”), BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States (“Bank of America”), in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement (as defined below)) (in such capacity, the “Administrative Agent”), each of the Lenders signatory hereto, and each of the Subsidiary Guarantors (as defined in the Credit Agreement) signatory hereto. The Lenders signatory hereto comprise “Required Lenders”.
