0001193125-10-007372 Sample Contracts

FORM OF GRAHAM PACKAGING HOLDINGS COMPANY MANAGEMENT OPTION UNIT EXCHANGE AGREEMENT
Management Option Unit • January 15th, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products • Delaware

This MANAGEMENT LIMITED PARTNERSHIP UNIT EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of January , 2010, by and between GRAHAM PACKAGING HOLDINGS COMPANY, a Pennsylvania limited partnership (the “Holdings”), GRAHAM PACKAGING COMPANY INC., a Delaware corporation (“Issuer”), and (the “Management Holder”).

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GRAHAM PACKAGING COMPANY, INC. York, Pennsylvania 17402 FAX (717) 854-4269 FORM OF DIRECTOR’S FEE AGREEMENT
Director’s Fee Agreement • January 15th, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products • Pennsylvania

THIS DIRECTOR’S FEE AGREEMENT (this “Agreement”), is made as of January 11, 2010, by and between Graham Packaging Company, Inc., a Delaware Corporation (the “Company”) and (“Director”).

Contract
Graham Packaging Co Inc. • January 15th, 2010 • Miscellaneous plastics products
GRAHAM PACKAGING HOLDINGS COMPANY GRAHAM PACKAGING COMPANY, L.P. FORM OF IPO TRANSACTION BONUS AGREEMENT
Transaction Bonus Agreement • January 15th, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products • Pennsylvania

IPO TRANSACTION BONUS AGREEMENT dated as of January , 2010 and effective as of January , 2010, (the “Agreement”) between Graham Packaging Holdings Company (“Holdings”), Graham Packaging Company, L.P., a Delaware Limited Partnership (“Limited Partnership”, or “L.P.” or “Company”), and (“Executive”).

FORM OF TERMINATION AGREEMENT
Form of Termination Agreement • January 15th, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products • New York

This TERMINATION AGREEMENT (this “Agreement”) is entered into as of January __, 2010, by and among GRAHAM PACKAGING HOLDINGS COMPANY, a Pennsylvania limited partnership (“Holdings”), GRAHAM PACKAGING COMPANY L.P., a Delaware limited partnership (the “Company”), BLACKSTONE MANAGEMENT PARTNERS III L.L.C., a Delaware limited liability company (“BMP”), and GRAHAM ALTERNATIVE INVESTMENT PARTNERS I, a Pennsylvania limited partnership (“GAIP”). All defined terms not otherwise defined herein shall have the meaning set forth in the Monitoring Agreement.

GRAHAM PACKAGING HOLDINGS COMPANY GRAHAM PACKAGING COMPANY, L.P. FORM OF RETENTION BONUS AGREEMENT
Retention Bonus Agreement • January 15th, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products • Pennsylvania

RETENTION BONUS AGREEMENT dated as of January , 2010 and effective as of January , 2010, (the “Effective Date”) (the “Agreement”) between Graham Packaging Holdings Company (“Holdings”), Graham Packaging Company, L.P., a Delaware Limited Partnership (the “Company”), and (“Executive”).

FORM OF NONQUALIFIED STOCK OPTION AGREEMENT
Form of Nonqualified Stock Option Agreement • January 15th, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of the day of , 2010, (hereinafter called the “Date of Grant”), between Graham Packaging Company, Inc., a Delaware corporation (hereinafter called the “Company”), and (hereinafter called the “Participant”):

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