**Exhibit 10.1**

**EMPLOYMENT AGREEMENT**

**Between**

**GRAHAM PACKAGING HOLDINGS COMPANY,**

**GRAHAM PACKAGING COMPANY, L.P.,**

**And**

**The ChiefFinancial Officer**

**EMPLOYMENT AGREEMENT**

EMPLOYMENT AGREEMENT dated as of May 4, 2009 and effective as of May 5, 2009 (the “Agreement”) between Graham Packaging Holdings Company (“Holdings”), Graham Packaging Company, L.P., aDelaware Limited Partnership (“Limited Partnership”, or “L.P.” or “Company”), and David Bullock (“Executive”). 

WHEREAS, the Company desires to employ Executive as its Chief Financial Officer and Holdings desires to employ Executive as its Chief Financial Officer and Executive desires to be employed by the Company and Holdingsin each such capacity and on the terms and subject to the conditions set forth herein: 

NOW, THEREFORE, in consideration of the promisesand the mutual agreements contained herein, the Company, Holdings and Executive hereby agree as follows: 

ARTICLE I 

DEFINITIONS 

The terms set forth below havethe following meanings (such meanings to be applicable to both the singular and plural forms, except where otherwise expressly indicated): 

1.1 “Accounting Firm” - see Exhibit A. 

1.2 “Accrued Base Salary” means the amount ofExecutive’s Base Salary that is accrued but not yet paid as of the Date of Termination. 

1.3 “Affiliate” means anyPerson directly or indirectly controlling, controlled by, or under direct or indirect common control with, the Company. For the purposes of this definition, the term “control” when used with respect to any Person means the power to director cause the direction of management or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. 

1.4 “Agreement” - see the recitals to this Agreement 

1.5 “AgreementDate” means the effective date that is specified in the recitals to this Agreement. 

1.6 “Annual Bonus” - seeSection 4.2(a). 

1.7 “Base Salary” - see Section 4.1. 

1.8 “Beneficial Owner” means a “beneficial owner,” as such term is defined in Rule 13d-3 under the Exchange Act (or anysuccessor rule thereto). 

1.9 “Beneficiary” - see Section 9.3. 

1.10 “Blackstone” means collectively, Blackstone Capital Partners III Merchant Banking Fund L.P., Blackstone Offshore Capital PartnersIII L.P. and their Affiliates (other than the Company and its Subsidiaries). 

1.11 “Board” means the Board of Directors ofthe Company subsequent to the incorporation of the L.P. and the substitution of it as successor for the L.P. as a party to this Agreement. Prior thereto, the Board shall mean the General Partner (as defined in the LP Agreement). 

 

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1.12 “Cause” means any of the following: 

(a) Executive commits an act of gross negligence, willful misconduct, fraud, embezzlement, misappropriation or breach of fiduciary duty against Holdings,the Company or any of its Affiliates, or shall be convicted by a court of competent jurisdiction of, or shall plead guilty or *nolo contendere* to, any felony or any crime involving moral turpitude or any crime which reasonably could affect thereputation of Holdings or the Company or the Executive’s ability to perform the duties required under the Employment Agreement; 

(b)Executive commits a material breach of any of the covenants in the Employment Agreement, which breach has not been remedied within 30 days of notice thereof, or 

(c) Executive habitually and willfully neglects his obligations under the Employment Agreement or the Executive’s duties as an employee of Holdings or the Company and fails to correct such action within 30 daysof notice thereof. 

1.13 “Code” means the Internal Revenue Code of 1986, as amended from time to time. 

1.14 “Committee” means the Compensation Committee of the Board. 

1.15 “Common Stock” means the common stock of the Company following its incorporation, and the equivalent L.P. units prior to itsincorporation. 

1.16 “Company” see the recitals to this Agreement. 

1.17 “Company Inventions” - see Section 8.2(b). 

1.18 “Date of Termination” means the effective date of a Termination of Employment for any reason, including death or Disability, whether by either the Company or the Executive. 

1.19 “Director” means a director of the Company subsequent to its incorporation or a member of the governing body of the L.P. prior toits incorporation. 

1.20 “Disability” means the Executive is “disabled” as determined under Section 409A ofthe Code. 

1.21 “Employment Period” - see Section 3.1. 

1.22 “Exchange Act” means the Securities Exchange Act of 1934, as amended or any successors thereto. 

1.23 “Excise Tax” - see Exhibit A. 

1.24 “Executive” - see the recitals to this Agreement. 

1.25 “Extension Date” - seeSection 3.2. 

 

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1.26 “Good Reason” means the termination of the Executive’s employment with theCompany within 90 days following the occurrence of any of the following events (provided such event occurs without Executive’s written consent): 

(a) a substantial diminution in Executive’s position, authority, duties or responsibilities as contemplated by this Agreement, excluding any isolated, insubstantial and inadvertent action which is remedied byCompany promptly after receipt of notice thereof from the Executive; 

(b) a decrease in Executive’s Base Salary or Target AnnualBonus; 

(c) a reduction in Executive’s participation in the Company’s benefit plans and policies to a level materially lessfavorable to Executive unless such reduction applies to a majority of senior level executives; or 

(d) the announcement of the relocationor the actual relocation of the Executive’s primary place of employment to a location 60 or more miles from the Company’s current headquarters; or 

(e) a breach by the Company of any of its obligations under Articles IV, V, VI and VII of this Agreement and the failure to correct the same within ten (10) days of notice thereof. 

1.27 “Gross-Up Payment” - Exhibit A. 

1.28 “Holdings Board” means the Board of Directors of Holdings. 

1.29“Inventions” see Section 8.2(a). 

1.30 “LP Agreement” means the Amended and Restated Agreement ofLimited Partnership of Graham Packaging Company. 

1.31 “Payment” - see Exhibit A. 

1.32 “Permitted Transferee” means the spouse of Executive, a lineal descendant of Executive or a spouse of a lineal descendant ofExecutive or a trust, limited partnership or other entity principally benefiting all or a portion of such individuals. 

1.33“Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity or government instrumentality, division,agency, body or department. 

1.34 “Prior Inventions” - see Section 8.2(a). 

1.35 “Prorata Annual Bonus” means the product of (a) the Annual Bonus Executive would have been entitled to receive pursuant toSection 4.2 hereof in the Year of the Executive’s Termination of Employment multiplied by (b) a fraction of which the numerator is the numbers of days that have elapsed in such Year of Termination of Employment through the Date ofTermination and the denominator is 365. 

1.36 “Restricted Period” means the twelve (12) month period immediatelyfollowing a Termination of Employment for any reason. 

1.37 “Safe Harbor Amount” see Exhibit A. 

1.38 “Shareholder” or “Stockholder” means an owner of the Company’s securities. 

1.39 “Subsidiary” means, with respect to any Person, (a) any corporation of which more than 50% of the outstanding capital stockhaving ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the 

 

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time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at thetime, directly or indirectly, owned by such Person, and (b) any partnership, limited liability company or other entity in which such Person has a direct or indirect interest (whether in the form of voting or participation in profits or capitalcontribution) of more than 50%. 

1.40 “Target Annual Bonus” means the product of Base Salary multiplied by 100 percent, assuch percentage may be adjusted upwards from time to time by the Board. 

1.41 “Termination For Good Reason” means aTermination of Employment during the Employment Period by Executive for Good Reason. 

1.42 “Termination of Employment”means a termination by the Company or by Executive (or due to Executive’s death) of Executive’s employment with the Company and its Affiliates. 

1.43 “Termination Without Cause” means a Termination of Employment during the Employment Period by the Company for any reason other than Cause or Executive’s death or Disability. 

1.44 “Underpayment” - see Exhibit A. 

1.45 “Year” means a calendar year period ending on December 31. 

ARTICLE II

DUTIES 

2.1 Duties.The Company shall employ Executive during the Employment Period as its Chief Financial Officer and Holdings shall employ Executive during the Employment Period as its Chief Financial Officer. During the Employment Period, Executive shall perform theduties assigned to him hereunder by the Company’s Chief Executive Officer and the Holdings Board from time to time, shall devote his full business time, attention and effort to the affairs of the Company and shall use his reasonable bestefforts to promote the interests of the Company. During the Employment Period, and excluding any periods of disability, vacation, or sick leave to which Executive is entitled, Executive agrees to devote his full business time and attention and timeto the business and affairs of the Company. If requested, Executive shall also serve as a member of the Board without additional compensation. 

2.2 Other Activities. Executive may serve on one corporate board other than the Company and Holdings, and may also (i) serve on other corporate, civic or charitable boards or committees, deliver lectures, fulfill speakingengagements, or teach at educational institutions, subject to the consent of the Board (which shall not be unreasonably withheld) and/or (ii) manage personal investments, provided that all such activities do not individually or in the aggregatesignificantly interfere with the performance of his duties under this Agreement or violate Section 8.1 of this Agreement. 

ARTICLE III

EMPLOYMENT PERIOD 

3.1Employment Period. Subject to Section 3.2 and the termination provisions hereinafter provided, the term of Executive’s employment under this Agreement (the “Employment Period”) shall begin on the Agreement Date and end onthe third anniversary of 

 

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the Agreement Date, or, if applicable at the end of any extension pursuant to Section 3.2. The employment of Executive by the Company shall not beterminated other than in accordance with Article VII. 

3.2 Extensions of Employment Period. Commencing on the third anniversaryof the Agreement Date, and on each anniversary date thereafter, (each an “Extension Date”) if 90 days before that date either Holdings or the Company has not delivered to Executive, and Executive has not delivered to Company and Holdings,a written notice that the Employment Period will not be extended, the Employment Period will be automatically extended for one year from its then scheduled expiration date (i.e., the next occurring Extension Date). 

ARTICLE IV 

COMPENSATION 

4.1 Salary. The Company shall pay Executive in accordance with its normal payroll practices (but not less frequently than monthly) an annualsalary at a rate of $420,000 per year (“Base Salary”). During the Employment Period, the Base Salary shall be reviewed at least annually by the Committee after consultation with Executive and may from time to time be increased asdetermined by the Committee. Effective as of the date of any such increase, the Base Salary as so increased shall be considered the new Base Salary for all purposes of this Agreement. Any increase in Base Salary shall not limit or reduce any otherobligation of the Company to Executive under this Agreement. 

4.2 Annual Bonus. 

(a) Subject to Article 7, Executive shall be eligible to earn an annual cash bonus (“Annual Bonus”) in accordance with the terms hereoffor the current Year and each subsequent Year that begins during the Employment Period. Executive shall be eligible for an Annual Bonus based upon the achievement of the financial budget or other performance criteria established by the Board at itsdiscretion. The Annual Bonus shall be equal to the Target Annual Bonus upon full achievement of the performance criteria, but may be less than the Target Annual Bonus upon lesser levels of achievement. 

(b) The Company shall pay the entire Annual Bonus that is payable with respect to a Year in alump-sum cash payment within 2 1/2 months following the close of such Year. Any such Annual Bonus shall in any event be paid nolater than the date annual bonuses are paid to the other senior executives of the Company. 

ARTICLE V 

OTHER BENEFITS 

5.1 Incentive, Savingsand Retirement Plans. In addition to Base Salary and the Annual Bonus, Executive shall be entitled to participate during the Employment Period in all incentive, savings and retirement plans, practices, policies and programs that are from time totime generally available to other senior executives of the Company. 

5.2 Welfare Benefits. During the Employment Period, Executiveand/or his eligible dependents, as the case may be, shall be eligible for participation in all benefits under welfare benefit plans, practices, policies and programs provided by the Company (including any medical, prescription, dental disability,salary continuance, employee life, group life, dependent life, accidental death and travel accident insurance plans and programs) generally available to other senior executives of the Company and, to the extent permissible under any medical andprescription plans, without regard to any applicable waiting periods. 

 

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5.3 Fringe Benefits. During the Employment Period, Executive shall be entitled to all fringebenefits that are from time to time generally available to other senior executives of the Company. 

5.4 Vacation. During theEmployment Period, Executive shall be entitled to paid vacation time in accordance with the plans, practices, policies, and programs generally available to other senior executives of the Company, with a minimum of three (3) weeks vacation peryear. 

5.5 Expenses. During the Employment Period, Executive shall beentitled to receive prompt reimbursement for all reasonable employment related expenses incurred by Executive for the prior month upon the receipt by the Company of accounting in accordance with practices, policies and procedures generally availableto other senior executives of the Company; provided that all reimbursements shall in any event be made within 2 1/2 monthsfollowing the Year in which they were incurred. 

5.6 Office; Support Staff. During the Employment Period, Executive shall beentitled to an office or offices of a size and with furnishings and other appointments, and to secretarial and other assistance, appropriate to his position and duties under this Agreement. 

5.7 Relocation Package. Pursuant to the Company’s relocation program (see attached Cartus relocation program), the Executive shall beentitled to receive certain cash advances and moving expense reimbursements. Further, the Executive shall be entitled to participate in the sale or purchase of a home program provided under the Company relocation program. Additionally, the Executiveshall receive a miscellaneous allowance of $20,000, in lieu of the one month of salary advance provided for in the Company relocation program. In addition, the Executive shall be entitled to receive payment on an after-tax basis for relocating up tosix (6) cars. All of the payments described in this Section 5.7 shall be referred to as Relocation Package Costs. 

In the eventthat the Executive voluntarily terminates his employment without Cause or for Good Reason prior to June 30, 2010, then Executive shall reimburse the Company 100% of the Relocation Package Costs received. In the event that the Executivevoluntarily terminates his employment without cause or for Good Reason prior to June 30, 2011, then Executive shall reimburse the Company 50% of the Relocation Package Costs received. Any reimbursement shall be made within sixty (60) daysof Executive’s termination date. 

5.8 Tax Gross-Up Payment. If it shall be determined that any payment to Executive pursuant tothis Agreement or any other payment or benefit from the Company would be subject to the excise tax imposed by section 4999 of the Code, then Executive shall receive a Gross-Up Payment pursuant to Exhibit A attached hereto. 

ARTICLE VI 

OTHER EXECUTIVE BENEFITS

6.1 Equity Incentive Agreement. Executive shall be eligible to participate in Holdings 2004 Management Option Plan pursuant tothose Option Agreements set forth as Exhibits B and C hereto. 

6.2 Indemnification. The Company shall, to the maximum extentpermitted by law, and in addition to any such right granted to or available to the Executive under the Company’s Charter, By-laws or standing or other resolutions, defend, indemnify and hold 

 

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harmless the Executive from and against any and all claims made against the Executive concerning or relative to his service, actions or omissions on behalfof the Company and its Affiliates as an officer, employee, director or agent of the Company and Holdings; provided, however, that the obligation to indemnify the Executive shall not apply to any claim made against the Executive that arises out ofthe act, omission or failure to act that would constitute Cause for the Executive’s termination of employment. The Company shall, upon the Executive’s request, promptly advance or pay any amounts for reasonable costs, charges, or expenses(including any legal fees and expenses incurred by counsel retained by the Executive) that have been actually incurred by Executive at the time of such request in respect of his right to indemnification hereunder or in furtherance of such right,subject to a later determination as to the Executive’s ultimate right to receive indemnification. The Executive’s right to indemnification shall survive until the expiration of all applicable statutes of limitations, without regard to theearlier termination of the Executive’s employment. 

ARTICLE VII 

TERMINATION BENEFITS 

7.1 Termination of Employment. The Employment Period andExecutive’s employment hereunder may be terminated by Executive or the Company at any time and for any reason; provided that Executive will be required to give the Company at least 30 days’ advance written notice of any resignation ofExecutive’s employment except if such resignation is for Good Reason. Notwithstanding any other provision of this Agreement, the provisions of this Article VII shall exclusively govern Executive’s rights under this Agreement followingthe expiration of the Employment Period or if Executive’s employment with the Company or its Affiliates is terminated during the Employment Period for any reason. 

7.2 Termination for Cause or Other Than for Good Reason, etc. 

(a) If the Company terminatesExecutive’s employment during the Employment Period for Cause or Executive terminates his employment during the Employment Period other than for Good Reason, death or Disability, the Company shall pay to Executive as soon as administrativelyfeasible after the Date of Termination an amount equal to the total of (i) Executive’s Accrued Base Salary, (ii) accrued but unpaid vacation, and (iii) and any unpaid business expenses properly incurred by Executive in accordancewith Company policy and Section 5.5 hereof prior to the date of Executive’s termination. 

(b) Before terminating Executive’semployment for Cause, the Board will specify in writing to Executive in detail the nature of the act, omission, refusal, or failure that it deems to constitute Cause. 

7.3 Termination for Death or Disability. If Executive’s employment terminates during the Employment Period due to his death or Disability, the Company shall pay to Executive or his Beneficiaries, as thecase may be, as soon as administratively feasible after the Date of Termination an amount that is equal to the total of (i) the Executive’s Accrued Base Salary, (ii) accrued but unpaid vacation, (iii) unpaid business expensesproperly incurred by Executive in accordance with Company policy prior to the date of Executive’s termination, and (iv) any accrued but unpaid Annual Bonus 

7.4 Termination Without Cause or Resignation for Good Reason. Upon termination of the Executive’s employment with the Company and Holdings during the Employment Period either (i) by the Company andHoldings without Cause or (ii) by the Executive’s resignation for Good Reason, and subject to the Executive’s execution and non-revocation of a release in substantially 

 

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such reasonable form as is provided by the Company (such release shall include provisions regarding non-disparagement of the Company and Holdings, theExecutive’s cooperation with legal claims, and the Executive’s compliance with the covenants set forth in Article VIII of this Agreement), the Executive will receive in twelve (12) monthly installments an amount equal to onetimes the sum of: (i) Base Salary and (ii) the Target Annual Bonus. 

In addition to the above payments, the Executive shall receive thecontinuation of health, dental, life, and disability benefits under Company sponsored plans for the Executive and his dependents to which Executive is entitled as of the Date of Termination for 12 months; provided that such benefits shall cease uponthe Executive becoming eligible for comparable benefits from a new employer. Further, the unvested Options provided to the Executive pursuant to the Option Agreement attached hereto as Exhibit B shall immediately become fully vested. As analternative to continuing Executive’s welfare benefits the Company may elect to pay Executive in lieu of such coverage an amount equal to Executive’s after tax cost of continuing such coverage, where such coverage may not be provided underor will negatively affect the legal or tax status of the Company’s welfare plan(s). The COBRA continuation period shall run concurrently with the foregoing benefits period. 

Notwithstanding the foregoing, if Executive is a “specified employee” under Section 409A of the Code, and any payments described abovewould result in the imposition of an additional tax under that section, then any of the above payments due during the six months following the termination of employment shall be accumulated and paid on the day following the six month anniversary ofthe Executive’s termination of employment. 

7.5 Other Termination Benefits. In addition to any amounts or benefits payable upona Termination of Employment hereunder, Executive shall, except as otherwise specifically provided herein, be entitled to the greater of the payments or benefits provided under the terms of any plan, policy or program of the Company in whichExecutive participates or as otherwise required by applicable law, or as provided for in this Employment Agreement. 

7.6 Election Not toExtend the Employment Period. If the Company elects not to extend the Employment Period pursuant to Section 3.2 such that the Employment Period terminates, the nonextension shall be treated as a Termination without Cause. 

7.7 Continued Employment Beyond the Expiration of the Employment Period. Unless the parties otherwise agree in writing, continuation ofExecutive’s employment with the Company beyond the expiration of the Employment Period shall be deemed an employment at-will and shall not be deemed to extend any of the provisions of this Agreement and Executive’s employment maythereafter be terminated at will by either Executive or the Company; provided that the provisions of Article VIII of this Agreement shall survive any termination of this Agreement or Executive’s termination of employment hereunder.

7.8 Board/Committee Resignation. Upon Executive’s Termination of Employment for any reason, Executive agrees to resign, as ofthe date of such termination and to the extent applicable, from the Board (and any committees thereof) and the Board of Directors (and any committees thereof) of any of the Company’s affiliates. 

7.9 Property. Upon Executive’s termination of Employment with the Company for any reason, Executive shall return all property of the Companyand Holdings to the Company. 

 

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ARTICLE VIII 

RESTRICTIVE COVENANTS 

8.1 Non-Solicitation of Employees; Confidentiality; Non-Competition.

(a) Executive covenants and agrees that, at no time during the Employment Period nor during the Restricted Period, will Executive:

(i) Directly or indirectly employ or seek to employ any person (other than his personal assistant) employed as of the Executive’s Dateof Termination or who left the employment of the Company or its Affiliates coincident with, or within six months prior to or after, the Executive’s Date of Termination with the Company or otherwise encourage or entice any such person to leavesuch employment (provided that this Section 8.1(a)(i) shall not apply either to persons who had not become employed by the Company before the Date of Termination or to persons whose employment ended at any time as a result of theCompany’s termination of those individuals without cause); 

(ii) Become employed by, enter into a consulting arrangement with orotherwise agree to perform personal services for a Competitor (as defined in section 8.1 (b)). 

(iii) Acquire an ownership interest, or anoption to purchase an ownership interest in a Competitor, other than a publicly traded Competitor provided that ownership or option position in such publicly traded Competitor does not exceed 5 percent; 

(iv) Solicit any business of the Company on behalf of or for the benefit of a Competitor; or 

(v) Interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between theCompany or any of its affiliates and customers, clients, suppliers of the Company or its Affiliates. 

(b) For purposes of the Section,“Competitor” means any Person that produces blowmolded plastic containers or produces or provides any other product or service of the Company that represents, as of the Date of Termination, at least 10% of the consolidated revenues of theCompany (including, without limitation, products or services that Executive is aware, as of the Date of Termination, that the Company had specific plans (as evidenced through the most recent annual corporate business plan or by resolutions of theBoard) to produce or provide during the twelve month period following the Date of Termination and such products or services are reasonably anticipated to represent at least 10% of the consolidated revenues of the Company within the two yearsfollowing the Date of Termination) that are competitive with those sold by a business that is being conducted by the Company or any Subsidiary at the time in question and was being conducted at the Date of Termination. Notwithstanding anything tothe contrary in this Section, goods or services shall not be deemed to be competitive with those of the Company solely as a result of Executive’s being employed by or otherwise associated with a business of which a unit is in competition withthe Company or any Subsidiary (a “Competitive Unit”) but as to which unit Executive does not have direct or indirect responsibilities for the products or services involved; provided, that such Competitive Unit contributes less than 25% ofthe consolidated revenues for the most recently completed fiscal year of such business. 

(c) Executive covenants and agrees that at no timeduring the Employment Period nor at any time following any Termination of Employment will Executive communicate, furnish, divulge or disclose in any manner to any Person any Confidential Information (as defined in Section 8.1(d) without theprior express written consent of the Company other than in the course of Executive’s 

 

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employment. After a Termination of Employment, Executive shall not, without the prior written consent of the Company, or as may otherwise be required by lawor legal process, communicate or divulge such Confidential Information to anyone other than the Company and its designees. 

(d) Forpurposes of this Section, “Confidential Information” shall mean financial information about the Company, contract terms with vendors and suppliers, customer and supplier lists and data, know-how, software developments, inventions,formulae, technology, designs and drawings, or any Company property or confidential information relating to research, operations, finances, current and proposed products and services, vendors, customers, advertising, costs, marketing, trading,investment, sales activities, promotion, manufacturing processes, or the business and affairs of the Company generally, or of any subsidiary or affiliate of the Company, trade secrets and such other competitively-sensitive information, except thatConfidential Information shall not include any information that was or becomes generally available to the public (i) other than as a result of a wrongful disclosure by Executive, (ii) as a result of disclosure by Executive during theEmployment Period that he reasonably and in good faith believes is required by the performance of his duties under this Agreement, or (iii) any information compelled to be disclosed by applicable law or administrative regulation; provided thatExecutive, to the extent not prohibited from doing so by applicable law or administrative regulation, shall give the Company written notice of the information to be so disclosed pursuant to clause (iii) of this sentence as far in advance of itsdisclosure as is practicable. 

(e) Executive agrees that upon Executive’s Date of Termination for any reason, he will return to theCompany immediately all memoranda, books, papers, plans, information, letters and other data, and all copies thereof or therefrom, in any way relating to the business of the Company, its affiliates and subsidiaries, except that he may retain onlythose portions of personal notes, notebooks and diaries that do not contain Confidential Information of the type described in the preceding sentence. Executive further agrees that he will not retain or use for Executive’s own benefit, purposesor account or the benefit, purposes or account of any other person, firm, partnership, joint venture, association, corporation or other business designation, entity or enterprise, other than the Company and any of its Affiliates, at any time anytrade names, trademark, service mark, other proprietary business designation, patent, or other intellectual property of the Company or its Affiliates. 

8.2 Inventions. 

(a) Prior Inventions. Executive has attached hereto, as Exhibit D, a listdescribing all inventions, works of authorship (including software, related items, databases, documentation, site content, text or graphics), developments, and improvements that relate to the Company’s proposed or current business, services,products or research and development (“Inventions”) that were created or contributed to by Executive either solely or jointly with others prior to Executive’s employment with the Company and that relate to the Company’s proposedor current business, services, products or research and development (collectively referred to as “Prior Inventions”); or, if no such list is attached, Executive represents that there are no such Prior Inventions. If in the course ofExecutive’s employment with the Company, Executive uses or relies upon a Prior Invention in Executive’s creation or contribution to any work of authorship, invention, product, service, process, machine or other property of the Company,Executive will inform the Company promptly and, upon request, use Executive’s best efforts to procure any consents of third parties necessary for the Company’s use of such Prior Invention. To the fullest extent permissible by law,Executive hereby grants the Company a non-exclusive royalty-free, irrevocable, perpetual, worldwide license under all of Executive’s Prior Inventions to make, have made, copy, modify, distribute, use and sell works of authorship, products,services, processes and machines and to otherwise operate the Company’s current and future business. 

 

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(b) Ownership of Inventions. Executive agrees that Executive will promptly make full writtendisclosure to the Company, and hereby assign to the Company, or its designee, all of Executive’s right, title, and interest in and to any and all Inventions, whether or not patentable, that Executive may solely or jointly conceive or develop orreduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Executive is in the employ of the Company (collectively referred to as “Company Inventions”). Executive further acknowledges thatall original works of authorship that are created or contributed to by Executive (solely or jointly with others) within the scope of and during the period of Executive’s employment with the Company are to be deemed “works made forhire,” as that term is defined in the United States Copyright Act (17 U.S.C. Section 101), and the Company will own all right, title and interest in such works, including all copyright and all intellectual property therein shall be thesole property of the Company or its designee for all territories of the world in perpetuity, including any and all copyright registrations, copyright applications and all other copyrightable materials, including any renewals and extensions thereof,and in and to all works based upon, derived from, or incorporating the works covered by such copyrights and in and to all income, royalties, damages, claims, and payments now or hereinafter due or payable with respect thereto, and in all causes ofaction, either in law or in equity for past, present or future infringement based on said copyrights, and in and to all rights corresponding to the foregoing throughout the world. To the extent any of such works are deemed not to be “works madefor hire,” Executive hereby assigns the copyright and all other intellectual property rights in such works to the Company. 

(c)Contracts with the United States. Executive agrees to execute any licenses or assignments as required by any contract between the Company and the United States or any of its agencies. 

(d) Maintenance of Records. Executive agrees to keep and maintain adequate and current written records of all Company Inventions made by Executive(solely or jointly with others) during the term and within the scope of Executive’s employment with the Company. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company. Therecords will be available to and remain the sole property and intellectual property of the Company at all times. 

(e) FurtherAssurances. Executive covenants to take all requested actions and execute all requested documents to assist the Company, or its designee, at the Company’s expense (but without further remuneration), in every way to secure the Company’sabove rights in the Prior Inventions and Company Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, and to pursue any patents or registrations with respectthereto. This covenant shall survive the termination of this Agreement. If the Company is unable for any other reason to secure Executive’s signature on any document for this purpose, then Executive hereby irrevocably designates and appointsthe Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with theforegoing. 

8.3 Injunction. Executive acknowledges that monetary damages will not be an adequate remedy for the Company in the eventof a breach of this Article VIII, and that it would be impossible for the Company to measure damages in the event of such a breach. Therefore, Executive agrees that, in addition to other rights that the Company may have, the Company is entitledto (i) in the event of a breach by Executive of this Article VII that is not cured within 10 days following written notice from the Company to the Executive detailing such breach, cease making any payments or providing any benefitotherwise required by this Agreement and/or (ii) an injunction preventing Executive from any breach of this Article VIII. 

 

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ARTICLE IX 

MISCELLANEOUS 

9.1 Mitigation. In no event shall Executive be obligated to seek other employment ortake any other action to mitigate the amounts payable to Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned as result of Executive’s employment by anotheremployer. 

9.2 Legal Fees. If Executive incurs legal or other fees and expenses in an effort to secure or preserve establishentitlement to compensation and benefits under this Agreement, the Company shall reimburse Executive for such fees and expenses to the extent that the Executive substantially prevails in such dispute. The Company agrees to pay the Executive’sreasonable attorneys’ fees and expenses related to the negotiation and execution of this Agreement up to a maximum of $15,000. 

9.3Beneficiary. If Executive dies prior to receiving all of the amounts payable to him in accordance with the terms of this Agreement, such amounts shall be paid to one or more beneficiaries (each, a “Beneficiary”) designated byExecutive in writing to the Company during his lifetime, or if no such Beneficiary is designated, to Executive’s estate. Such payments shall be made in a lump sum to the extent so payable and, to the extent not payable in a lump sum, inaccordance with the terms of this Agreement. Executive, without the consent of any prior Beneficiary may change his designation of Beneficiary or Beneficiaries at any time or from time by a submitting to the Company a new designation in writing.

9.4 Assignment; Successors. This Agreement shall not be assignable by Executive. This Agreement may be assigned by the Company to aperson or entity that is a successor in interest to substantially all of the business operations of the Company. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such affiliate orsuccessor person or entity. This Agreement shall be binding and inure to the benefit of Executive, his estates and Beneficiaries, the Company and the successors and permitted assigns of the Company. 

9.5 Nonalienation. Benefits payable under this Agreement shall not be subject in any manner to anticipation, alienation, sale, transfer,assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, either voluntary or involuntary, prior to actually being received by Executive or a Beneficiary, as applicable, and any such attempt to dispose of any right tobenefits payable hereunder shall be void. 

9.6 Severability. If one or more parts of this Agreement are declared by any court ofcompetent authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any other part of this Agreement not declared to be unlawful or invalid. Any part so declared to be unlawful or invalid shall, if possible, beconstrued in a manner that will give effect to the terms of such part to the fullest extent possible while remaining lawful and valid. 

9.7Withholding Taxes. The Company may withhold from any amounts payable under this Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation. 

9.8 Captions. The names of the Articles and Sections of this Agreement are for convenience of reference only and do not constitute apart hereof. 

9.9 Amendment; Waives. This Agreement shall not be amended or modified except by written instrument executed by theCompany and Executive. A waiver of any term, covenant or condition, and any waiver of any default in any such term, covenant or condition shall not be deemed a waiver of any later default thereof. 

 

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9.10 Notices. All notices hereunder shall be in writing and delivered by hand, bynationally-recognized delivery service that guarantees overnight delivery, or by first-class, registered or certified mail, return receipt requested, postage prepaid, addressed as follows: 

 

If to the Company, to:
  
Graham Packaging Company L.P.

2401 Pleasant ValleyRoad

York, PA 17402

Attention: GeneralCounsel

With a copy to:
  
The Blackstone Group L.P.

345 Park Avenue, 31st Floor

New York, NY 10154

Attention: Chinh Chu

If to Executive to:
  
David Bullock

                                
                                  
With a copy to:
  
                        
                          
To the most recent address of Executive set forth in the personnel records of the Company.

Either party may from time to time designate a new address by notice given in accordance with this Section Notice shall be effectivewhen actually received by the addressee. 

9.11 Counterparts. This Agreement may be executed in several counterparts, each of whichshall be deemed to be an original but all of which together will constitute one and the same instrument. 

9.12 Entire Agreement.This Agreement forms the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement. 

9.13Applicable Law. This Agreement shall be interpreted and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its choice of law principles. 

9.14 Survival of Executive’s Rights. All of Executive’s rights hereunder, including his rights to compensation and benefits, and hisobligations under Section 8.1 hereof, shall survive the termination of Executive’s employment and/or the termination of this agreement. 

9.15 Joint and Several Liability. The obligations of Holdings and the Company hereunder shall be joint and several. 

 

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IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. 

 
Graham Packaging Company L.P.By: 
/s/    Mark S. Burgess
Title: Chief Executive OfficerGraham Packing Holdings CompanyBy: 
/s/    Mark S. Burgess
Title: Chief Executive Officer 
/s/    David Bullock
 David Bullock
 

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**Exhibit A**

**Gross-Up Payment**

(a) In the event it shall be determined that any payment or benefit underthis Agreement or any other payment or benefit from the Company (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, or otherwise) (a “Payment”) is subject to the excise tax imposed bySection 4999 of the Code or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the “ExciseTax”), Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes),including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposedupon the Payments. Notwithstanding the foregoing provisions of this Exhibit A, if it shall be determined that Executive is entitled to a Gross-Up Payment, but that the Payment does not exceed 110% of the greatest amount that could be paid toExecutive without giving rise to any Excise Tax (the “Safe Harbor Amount”), then no Gross-Up Payment shall be made to Executive and the amounts payable under this Agreement shall be reduced so that the Payment, in the aggregate, is reducedto the Safe Harbor Amount. 

(b) All determinations required to be made under this Exhibit A, including whether and when a Gross-Up Paymentis required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm determined by the Company (the “Accounting Firm”), whichshall provide detailed supporting calculations both to the Company and Executive within ten business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company; provided that forpurposes of determining the amount of any Gross-Up Payment, Executive shall be deemed to pay federal income tax at the highest marginal rates applicable to individuals in the calendar year in which any such Gross-Up Payment is to be made and deemedto pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality of Executive’s residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net ofthe reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses ofthe Accounting Firm shall be borne by the Company. Any Gross-Up Payment, as determined pursuant to this Exhibit A, shall be paid by the Company to Executive (or to the appropriate taxing authority on Executive’s behalf) when due. If theAccounting Finn determines that no Excise Tax is payable by Executive, it shall so indicate in a written opinion provided to the Executive at least 10 days prior to the unextended due date of the Executive’s tax return with respect to the Yearfor which the Payment is made. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code, it is possible that the amount of theGross-Up Payment determined by the Accounting Firm to be due to (or on behalf of) Executive was lower than the amount actually due (“Underpayment”). In the event that the Company exhausts its remedies pursuant to Section (c) ofthis Exhibit A and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (including without limitation any relatedinterest or penalties) shall be promptly paid by the Company to or for the benefit of Executive. 

(c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, ifsuccessful, would require the payment by the Company of any Gross Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after Executive receives information in writing of such claim and shall apprisethe Company of the nature of such claim and the date on which such claim is requested to be paid; provided, that the failure of Executive to give notice within the time frame shall not affect the Company’s obligations hereunder unless theCompany is materially prejudiced by the delayed notice. Executive shall not pay such claim prior to the expiration of the thirty day period following the date on which it gives such notice to the Company (or such shorter period ending on the datethat any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall (i) give the Company any informationreasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legalrepresentation with respect to such claim by an attorney selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim and (iv) permit the Company to participate in any proceedingsrelating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, onan after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of thisSection (c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority inrespect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before anyadministrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, further, that if the Company directs Executive to pay such claim and sue for a refund, the Company shalladvance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed withrespect to such advance (including without limitation with respect to forgiveness of such advance pursuant to Section (d)) or with respect to any imputed income with respect to such advance; provided, further, that if Executive is required toextend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to which a Gross-UpPayment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. 

(d) If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Exhibit A, Executive becomes entitled to receive anyrefund with respect to a Gross-Up Payment, Executive shall promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of anamount advanced by the Company pursuant to Section (c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest suchdenial of refund prior to the expiration of thirty days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of theGross-Up Payment required to be paid. 

**Exhibit B**

**Option Agreement**

**(Time-Based Form)**

**Exhibit C**

**Option Agreement**

**(Performance-Based MOIC Form)**

**Exhibit D**

**Prior Inventions**

**None**