exv10w1









Exhibit 10.1




INDEMNIFICATION AGREEMENT




          This Indemnification Agreement (this “Agreement”) is made as of this ___ day of
____________, 2010, by and among Graphic Packaging Holding Company, a Delaware corporation (the
“Company”), Graphic Packaging Corporation, a Delaware corporation (“GPC”), Graphic
Packaging International, Inc., a Delaware corporation (“GPI,” and together with the Company
and GPC, the “Indemnitors”), and _____________ (the “Indemnitee”).




          WHEREAS, the Indemnitors and the Indemnitee recognize the significant cost of directors and
officers liability insurance and the general reductions in the coverage of such insurance;




          WHEREAS, the Indemnitors and the Indemnitee further recognize the substantial increase in
corporate litigation in general, subjecting officers and directors to expensive litigation risks at
the same time as the coverage of directors and officers liability insurance has been limited; and




          WHEREAS, the Indemnitors desire to attract and retain the services of highly qualified
individuals, such as the Indemnitee, to serve as officers and directors of the Indemnitors and
their respective subsidiaries, and to indemnify their and their respective subsidiaries’ officers
and directors so as to provide them with the maximum protection permitted by law.




          NOW, THEREFORE, in consideration for the Indemnitee’s services as an officer or director of
one or more of the Indemnitors or one or more of their respective subsidiaries, or both, the
Indemnitors and the Indemnitee hereby agree as follows (all obligations of the Indemnitors
hereunder being joint and several obligations):




     1. Indemnification.




     a. Third Party Proceedings. Subject to Section 1(b), the Indemnitors shall
indemnify the Indemnitee to the fullest extent permitted by law if the Indemnitee is or was
a party or is threatened to be made a party to, or is or was a witness or other participant
in, any threatened, pending or completed investigation, action, suit, proceeding or any
alternative dispute resolution (“ADR”) mechanism, whether civil, criminal,
administrative or investigative, by reason of the fact that the Indemnitee is or was a
director (including, without limitation, a member of any committee of the Board of
Directors), officer, employee or agent, or serves or served in any similar position, of any
of the Indemnitors or any of their respective subsidiaries, or any predecessor thereof, or
by reason of the fact that the Indemnitee is or was serving at the request of any of the
Indemnitors or any of their respective subsidiaries as a director (including, without
limitation, as a member of any committee of the Board of Directors), officer, employee or
agent, or serves or served in any similar position, of another corporation, limited
liability company, partnership, joint venture, trust or other entity or enterprise, or any
predecessor thereof, including service with respect to an employee benefit plan, against
expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement
incurred by the Indemnitee in connection with such investigation, action, suit, proceeding
or ADR mechanism.




     b. Review of Indemnification Obligations. Notwithstanding the foregoing, in
the event any Independent Legal Counsel (as herein defined) shall have determined, in a
written opinion, that there is no reasonable basis for the position that the Indemnitee is
entitled to be indemnified hereunder under applicable law, and such determination shall



 









 






have been affirmed upon a final adjudication by a court of competent jurisdiction
(i) the Indemnitors shall have no further obligation under Section 1(a) to make any
payments to the Indemnitee not made prior to such determination by such Independent Legal
Counsel and (ii) the Indemnitors shall be entitled to be reimbursed by the Indemnitee (who
hereby agrees to reimburse the Indemnitors) for all expenses (including attorneys’ fees),
judgments, fines and penalties theretofore paid by the Indemnitors to the Indemnitee to
which the Indemnitee is not entitled hereunder under applicable law; provided, however,
that a determination of Indemnitee’s entitlement to indemnification shall only be made
after Indemnitee makes a written request for a determination, which request shall be made
at such time as is determined by Indemnitee in Indemnitee’s sole discretion; provided,
further, that if the Indemnitee has commenced or thereafter commences legal proceedings in
a court of competent jurisdiction to secure a determination that the Indemnitee is entitled
to be indemnified hereunder under applicable law, any determination made by any Independent
Legal Counsel that there is no reasonable basis for the position that the Indemnitee is
entitled to be indemnified hereunder under applicable law shall not be binding, the
Indemnitors shall continue to be obligated under Section 1(a) to make payments to the
Indemnitee, and the Indemnitee shall not be required to reimburse the Indemnitors for any
expenses (including attorneys’ fees), judgments, fines and penalties theretofore paid in
indemnifying the Indemnitee, until a final judicial determination is made that the
Indemnitee is not entitled to be indemnified hereunder under applicable law (as to which
all rights of appeal therefrom have been exhausted or lapsed). The Indemnitee’s obligation
to reimburse the Indemnitors for any expenses (including attorneys’ fees), judgments, fines
and penalties shall be unsecured, and no interest shall be charged thereon.




     c. The Indemnitee’s Rights on Unfavorable Determination; Binding Effect. If
any Independent Legal Counsel determines that there is no reasonable basis for the position
that the Indemnitee is entitled to be indemnified hereunder in whole or in part under
applicable law, the Indemnitee shall have the right to commence legal proceedings in a
court of competent jurisdiction to secure a determination that the Indemnitee is entitled
to be indemnified hereunder under applicable law and, subject to the provisions of
Section 15, each of the Indemnitors hereby consents to service of process and to appear in
any such proceeding. Absent such legal proceedings, any determination by any Independent
Legal Counsel shall be conclusive and binding on the Indemnitors and the Indemnitee.




     d. Selection of Independent Legal Counsel; Change of Control. A determination
of Indemnitee’s right to indemnification shall, in all events, be made by Independent
Counsel. If there has not been a Change in Control (as herein defined), any Independent
Legal Counsel shall be selected by the Board of Directors of the Company, and if there has
been such a Change in Control, any Independent Legal Counsel with respect to all matters
thereafter arising concerning the rights of the Indemnitee to indemnification of expenses
(including attorneys’ fees), judgments, fines and penalties under this Agreement or any
other agreement or under the Certificate of Incorporation or By-Laws of any of the
Indemnitors or any of their respective subsidiaries as now or hereafter in effect, or under
any other applicable law, if desired by the Indemnitee, shall be Independent Legal Counsel
selected by the Indemnitee and approved by the Company on behalf of all of the Indemnitors
(which approval shall not be unreasonably withheld). Such counsel, among other things,
shall render its written opinion to the Indemnitors and the Indemnitee as to whether and to
what extent the Indemnitee would be entitled to be indemnified hereunder under applicable
law, and the Indemnitors agree to abide by such opinion. The



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Indemnitors agree to pay the fees and expenses of the Independent Legal Counsel
referred to above and to indemnify fully such counsel against any and all expenses
(including attorneys’ fees), claims, liabilities and damages arising out of or relating to
this Agreement or its engagement pursuant hereto. Notwithstanding any other provision of
this Agreement, the Indemnitors shall not be required to pay expenses (including attorneys’
fees), judgments, fines and penalties of more than one Independent Legal Counsel in
connection with all matters concerning a single Indemnitee, and such Independent Legal
Counsel shall be the Independent Legal Counsel for any or all other Indemnitees under
indemnification agreements similar to this Agreement, unless (i) the employment of separate
counsel by two or more of such Indemnitees has been previously authorized by the Company on
behalf of all of the Indemnitors in writing or (ii) the Indemnitee shall have provided to
the Indemnitors a written statement that the Indemnitee has reasonably concluded that there
may be a conflict of interest between the Indemnitee and any of such other Indemnitees with
respect to the matters arising under this Agreement.




     e. Mandatory Payment of Expenses. To the extent that the Indemnitee has been
successful on the merits or otherwise in defense of any action, suit or proceeding referred
to in Section 1(a), or in defense of any claim, issue or matter therein, the Indemnitee
shall be indemnified against expenses (including attorneys’ fees) incurred by the
Indemnitee in connection therewith.




     f. For purposes of this Agreement, the following terms shall have the following
meanings:




     “Independent Legal Counsel” shall mean an attorney or firm of attorneys
competent to render an opinion under the applicable law, selected in accordance
with the provisions of Section 1(d), who shall not have otherwise performed any
services for any of the Indemnitors, any of their respective subsidiaries or the
Indemnitee within the last three years (other than with respect to matters
concerning the rights of the Indemnitee under this Agreement, or of other
Indemnitees under indemnity agreements similar to this Agreement).




     “Change in Control” shall mean, and shall be deemed to have occurred if, on or
after the date of this Agreement, (i) any “person” (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other
than (A) a trustee or other fiduciary holding securities under an employee benefit
plan of one or more of the Indemnitors acting in such capacity, (B) a corporation
owned directly or indirectly by the stockholders of the Company in substantially
the same proportions as their ownership of stock of the Company, (C) a
person or group party to the Stockholders Agreement dated as of July 9, 2007,
by and among New Giant Corporation, the persons listed on the signature pages
thereto as Family Stockholders, Clayton, Dubilier & Rice Fund V Limited
Partnership, EXOR Group S.A., TPG Bluegrass IV, L.P., TPG Bluegrass IV, Inc., TPG
Bluegrass IV — AIV 2, L.P., TPG Bluegrass V, L.P., TPG Bluegrass V, Inc., TPG
Bluegrass V — AIV 2, L.P., TPG FOF V — A, L.P. and TPG FOF V — B, L.P., and Field
Holdings, Inc., or any affiliates of any of the foregoing, becomes the “beneficial
owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of
securities of the Company representing more than 50% of the total voting power
represented by the Company’s then outstanding Voting Securities (as herein
defined), (ii) during any period of two consecutive



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years, individuals who at the beginning of such period constitute the Board of
Directors of the Company and any new director whose election by the Board of
Directors of the Company or nomination for election by the Company’s stockholders
was approved by a vote of at least two thirds (2/3rds) of the directors then still
in office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof, (iii) the stockholders of the Company
approve a merger or consolidation of the Company with any other corporation other
than a merger or consolidation that would result in the Voting Securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into Voting Securities of the surviving
entity) at least 80% of the total voting power represented by the Voting Securities
of the Company or such surviving entity outstanding immediately after such merger
or consolidation, (iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by any of
the Indemnitors of (in one transaction or a series of related transactions) all or
substantially all of such Indemnitor’s assets, or (v) any of the Indemnitors shall
file or have filed against it, and such filing shall not be dismissed, any
bankruptcy, insolvency or dissolution proceedings, or a trustee, administrator or
creditors committee shall be appointed to manage or supervise the affairs of any of
the Indemnitors.




     “Voting Securities” shall mean any securities of the Company that vote
generally in the election of directors.



     2. Agreement to Serve.



     In consideration of the protection afforded by this Agreement, if the Indemnitee is a director
of any of the Indemnitors or any of their respective subsidiaries, he agrees to serve in such
capacity so long as he is duly appointed or elected and qualified in accordance with the applicable
provisions of the By-Laws of such Indemnitor or such subsidiary or until such time as he tenders
his resignation in writing. Notwithstanding the foregoing provisions of this Section 2, the
Indemnitee shall be entitled to resign with immediate effect if the Company shall not maintain a
policy or policies of directors and officers liability insurance with reputable and creditworthy
insurance companies providing the officers and directors of each such Indemnitor and each such
subsidiary with coverage for losses from alleged wrongful acts and omissions and having an
aggregate limit of liability of at least $25 million. Nothing contained in this Agreement is
intended to create in the Indemnitee any right to continued employment or appointment.



     3. Expenses; Indemnification Procedure.




     a. Advancement of Expenses. The Indemnitors shall advance all expenses
(including attorneys’ fees) incurred by the Indemnitee in connection with the
investigation, defense, settlement or appeal of any investigation, action, suit, proceeding
or ADR mechanism referenced in Section 1(a) hereof (but not amounts actually paid in
settlement of any such action, suit or proceeding). The Indemnitee hereby undertakes to
repay such amounts advanced only if, and to the extent that, it shall ultimately be finally
determined that the Indemnitee is not entitled to be indemnified by the Indemnitors as
authorized hereby. The advances to be made hereunder shall be paid by the Indemnitors to
the Indemnitee within 30 days following delivery of a written request therefor by the
Indemnitee to the Company on behalf of all of the Indemnitors, which request shall be



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accompanied by invoices or statements or such other evidence of such expenses as the
Indemnitors may reasonably request.




     b. Notice/Cooperation by the Indemnitee. The Indemnitee shall, as a condition
precedent to his right to be indemnified under this Agreement, give the Indemnitors notice
in writing as soon as practicable of any claim made against the Indemnitee for which
indemnification will or could be sought under this Agreement. Notice to the Indemnitors
shall be directed to the President and Chief Executive Officer of the Company (or, if the
Indemnitee shall be the President and Chief Executive Officer of the Company, to the chief
legal officer of the Company) at the address of the Company shown on the signature page of
this Agreement (or such other address as the Company shall designate in writing to the
Indemnitee). Notice shall be deemed received in accordance with the provisions of
Section 15. In addition, the Indemnitee shall give the Indemnitors such information and
cooperation with respect to such claim as they may reasonably require and as shall be
within the Indemnitee’s power to provide.




     c. Procedure. Any indemnification and advances provided for in
Section 1 and this Section 3 shall be made no later than 30 days after receipt of the
written request of the Indemnitee. In the event that any action is instituted by the
Indemnitee under this Agreement or liability insurance policies maintained by any of the
Indemnitors or any of their respective subsidiaries to enforce or interpret any of the
terms hereof or thereof, the Indemnitee may, but need not, at any time thereafter bring an
action against the Indemnitors to recover the unpaid amount of the claim and, subject to
Section 15 of this Agreement, the Indemnitee shall also be entitled to be paid for the
expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any
such action (other than an action brought to enforce a claim for expenses (including
attorneys’ fees) incurred in connection with any action, suit or proceeding in advance of
its final disposition) that the Indemnitee has not met the standards of conduct which make
it permissible under applicable law for the Indemnitors to indemnify the Indemnitee for the
amount claimed, but the burden of proving such defense shall be on the Indemnitors.
However, the Indemnitee shall be entitled to receive advancement of expenses (including
attorneys’ fees) pursuant to Section 3(a) unless and until such defense may be finally
adjudicated by court order or judgment from which no further right of appeal exists.




     d. No Presumptions; Burden of Proof. For purposes of this Agreement, the
termination of any investigation, action, suit, proceeding or ADR mechanism by judgment,
order, finding, settlement (whether with or without court approval) or conviction, or upon
a plea of nolo contendere, or its equivalent, shall not create a presumption that the
Indemnitee did not meet any particular standard of conduct or have any particular belief or
that a court has determined that indemnification is not permitted by this Agreement or
applicable law. In addition, neither the failure of any Independent Legal Counsel to have
made a determination as to whether the Indemnitee has met any particular standard of
conduct or had any particular belief, nor an actual determination by any Independent Legal
Counsel that the Indemnitee has not met such standard of conduct or did not have such
belief, prior to the commencement of legal proceedings by the Indemnitee to secure a
judicial determination that the Indemnitee should be indemnified under this Agreement under
applicable law, shall be a defense to the Indemnitee’s claim or create a presumption that
the Indemnitee has not met any particular standard of conduct or did not have any
particular belief. In connection with any determination by any Independent Legal Counsel or
otherwise as to whether the Indemnitee is entitled to



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be indemnified hereunder under applicable law, the burden of proof shall be on the
Indemnitors to establish that the Indemnitee is not so entitled.




     e. Notice to Insurers. If, at the time of the receipt of a notice of a claim
pursuant to Section 3(b), the relevant Indemnitor or relevant subsidiary of any Indemnitor
has directors and officers liability insurance in effect, the Company shall give or shall
cause such Indemnitor or such subsidiary to give prompt notice of the commencement of such
proceeding to the insurers in accordance with the procedures set forth in the respective
policies. The Indemnitors shall thereafter take all necessary or desirable action to cause
such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such
proceeding in accordance with the terms of such policies.




     f. Selection of Counsel; Defense of Claim. In the event the Indemnitors shall
be obligated under Section 3(a) to pay the expenses (including attorneys’ fees) of any
proceeding against the Indemnitee, the Indemnitors, if appropriate, shall be entitled to
assume the defense of such proceeding, with counsel approved by the Indemnitee, upon the
delivery to the Indemnitee of written notice of its election to do so. After delivery of
such notice, approval of such counsel by the Indemnitee and the retention of such counsel
by the Indemnitors, the Indemnitors will not be liable to the Indemnitee under this
Agreement for any fees of other counsel subsequently incurred by the Indemnitee with
respect to the same proceeding, provided that (i) the Indemnitee shall have the right to
employ separate counsel in any such proceeding at the Indemnitee’s expense; and (ii) if
(A) the employment of separate counsel by the Indemnitee has been previously authorized by
the Indemnitors, (B) the Indemnitee shall have reasonably concluded that there may be a
conflict of interest between any of the Indemnitors or any of their respective subsidiaries
and the Indemnitee in the conduct of any such defense, (C) the named parties in any such
proceeding include both one or more of the Indemnitors or any of their respective
subsidiaries and the Indemnitee or (D) the Indemnitors shall not, in fact, have employed
counsel to assume the defense of such proceeding, then the fees and expenses of the
Indemnitee’s counsel shall be at the expense of the Indemnitors. The Indemnitors will not,
without the prior written consent of the Indemnitee, which may be provided or withheld in
the sole discretion of the Indemnitee, effect any settlement of any threatened or pending
action, suit or proceeding to which the Indemnitee is or could have been a party unless
such settlement solely involves the payment of money and includes an unconditional release
of the Indemnitee from all liability on any claims that are the subject matter of such
action, suit or proceeding.



     4. Additional Indemnification Rights; Nonexclusivity; Indemnification Priority.




     a. Scope. Notwithstanding any other provision of this Agreement, the
Indemnitors hereby agree to indemnify the Indemnitee to the fullest extent permitted by
law, notwithstanding that such indemnification is not specifically authorized by the other
provisions of this Agreement, by the Indemnitors’ respective Certificates of Incorporation,
by the Indemnitors’ respective By-Laws or by statute. In the event of any change, after the
date of this Agreement, in any applicable law, statute, or rule which expands the right of
an Indemnitor to indemnify a member of its board of directors or an officer, such changes
shall be, ipso facto, within the purview of the Indemnitee’s rights and such Indemnitor’s
obligations, under this Agreement. In the event of any change in any applicable law,
statute or rule which narrows the right of an Indemnitor to indemnify a member of its board
of directors or an officer, such changes, to the extent not otherwise required by such law,
statute or rule to be applied to this Agreement, shall have no effect on this Agreement or
the parties’ rights and obligations hereunder.



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     b. Nonexclusivity. The indemnification provided by this Agreement shall not
be deemed exclusive of any rights to which the Indemnitee may be entitled under the
Indemnitors’ respective Certificates of Incorporation, their respective By-Laws, any
agreement, any vote of stockholders or disinterested Directors, the General Corporation Law
of the State of Delaware or other applicable corporations law, any employment, consulting
or other indemnification agreement to which the Indemnitee may be a party or a beneficiary,
or otherwise, both as to action in the Indemnitee’s official capacity and as to action in
another capacity while holding such office. The indemnification provided under this
Agreement shall continue as to the Indemnitee for any action taken or not taken while
serving in an indemnified capacity even though he may have ceased to serve in such capacity
at the time of any action, suit or other covered proceeding.




     c. Indemnification Priority. Notwithstanding any other provision of this
Agreement, the Company acknowledges and agrees that Indemnitee has, or may have, certain
rights to indemnification, advancement of expenses and/or insurance provided by another
person or entity and certain of its affiliates (collectively the “Indemnitee-Related
Entities”) that also covers against expenses (including attorneys’ fees), judgments, fines
and amounts paid in settlement incurred by the Indemnitee in connection with any
investigation, action, suit, proceeding or ADR mechanism (described in Section 1 hereto)
(hereinafter “Jointly Indemnifiable Claims”). The Company hereby agrees that:




          (i) The Company is the indemnitor of first resort (i.e., its obligations to Indemnitee
are primary and any obligation of the Indemnitee-Related Entities are secondary), with
respect to Jointly Indemnifiable Claims;




          (ii) the Company shall be required to advance the full amount of expenses incurred by
Indemnitee and shall be liable for the full amount of all expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement incurred by the Indemnitee in
connection with any investigation, action, suit, proceeding or ADR mechanism (described in
Section 1 hereto) to the extent provided herein; and




          (iii) the Company irrevocably waives, relinquishes and releases the Indemnitee-Related
Entities from any and all claims against the Indemnitee-Related Entities for contribution,
subrogation or any other recovery of any kind in respect thereof.


The Company further agrees that no advancement or payment by the Indemnitee-Related Entities on
behalf of Indemnitee with respect to any Jointly Indemnifiable Claims shall affect the foregoing,
and the Indemnitee-Related Entities shall have a right of contribution and/or be subrogated to the
extent of such advancement or payment to all of the rights of recovery of Indemnitee against the
Company. The Company and Indemnitee agree that the Indemnitee-Related Entities are express
third-party beneficiaries of the terms of this Subparagraph (c). The Company and Indemnitee further
agree that nothing herein is intended to modify, expand, decrease or otherwise affect the rights or
obligations of the parties with respect to the indemnification provisions of the Company’s
Certificate of Incorporation, Bylaws and this Agreement, and that this provision is intended only
to establish the respective priorities of the indemnity and advancement obligations between the
Company and the Indemnitee-Related Entities.




     5. Partial Indemnification.



     If the Indemnitee is entitled under any provision of this Agreement to indemnification by the
Indemnitors for some or a portion of the expenses, judgments, fines or penalties actually or



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reasonably incurred by him in the investigation, defense, appeal or settlement of any
investigation, action, suit, proceeding or ADR mechanism, but not, however, for the total amount
thereof, the Indemnitors shall nevertheless indemnify the Indemnitee for the portion of such
expenses, judgments, fines or penalties to which the Indemnitee is entitled.




     6. Mutual Acknowledgement.



     Both the Indemnitors and the Indemnitee acknowledge that in certain instances, United States
of America federal securities law or applicable public policy may prohibit the Indemnitors from
indemnifying their respective directors and officers or the directors and officers of their
respective subsidiaries under this Agreement or otherwise. The Indemnitee understands and
acknowledges that the Indemnitors have undertaken or may be required in the future to undertake
with the Securities and Exchange Commission to submit the question of indemnification to a court in
certain circumstances for a determination of the Indemnitors’ rights under public policy to
indemnify the Indemnitee.



     7. Directors and Officers Liability Insurance.



     Each of the Indemnitors hereby covenants and agrees that, so long as the Indemnitee shall
serve as a director (including, without limitation, as a member of any committee of the Board of
Directors) or officer of such Indemnitor or any subsidiary thereof, or shall serve at the request
of such Indemnitor as a director (including, without limitation, as a member of any committee of
the Board of Directors) or officer of another corporation, limited liability company, partnership,
joint venture, trust or other entity or enterprise, including service with respect to an employee
benefit plan, and thereafter so long as the Indemnitee shall be subject to any possible,
threatened, pending or completed claim or proceeding arising out of, relating to, based upon, in
connection with or due to the fact that the Indemnitee was a director (including, without
limitation, a member of any committee of the Board of Directors) or officer of such Indemnitor or
any subsidiary thereof, or any predecessor thereof, or is or was serving at the request of such
Indemnitor as a director (including, without limitation, as a member of any committee of the Board
of Directors) or officer of another corporation, limited liability company, partnership, joint
venture, trust or other entity or enterprise, or any predecessor thereof, including service with
respect to an employee benefit plan, such Indemnitor (or a parent corporation thereof) shall
maintain in full force and effect directors and officers liability insurance issued by reputable
and creditworthy insurance companies, covering the Indemnitee’s service as a director or officer.
In all such policies of directors and officers liability insurance, the Indemnitee shall be
designated as an insured (either by name or by description) in such a manner as to provide the
Indemnitee the same rights and benefits as are accorded to the most favorably insured of such
Indemnitor’s or subsidiary’s then current directors.



     8. Severability.



     Nothing in this Agreement is intended to require or shall be construed as requiring the
Indemnitors to do or fail to do any act in violation of applicable law. An Indemnitor’s inability,
pursuant to court order, to perform its obligations under this Agreement shall not constitute a
breach of this Agreement. The provisions of this Agreement shall be severable as provided in this
Section 8. If this Agreement or any portion hereof shall be invalidated on any ground by any court
of competent jurisdiction, then the Indemnitors shall nevertheless indemnify the Indemnitee to the
full extent permitted by any applicable portion of this Agreement that shall not have been
invalidated, and the balance of this Agreement not so invalidated shall be enforceable in
accordance with its terms.



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     9. Limitation of Liability as a Director.



     If the Indemnitee is a director of any of the Indemnitors or any of their respective
subsidiaries, the Indemnitee shall not be personally liable to any of the Indemnitors or their
respective stockholders for monetary damages for breach of fiduciary duty as a director of such
Indemnitor or such subsidiary; provided, however, that the foregoing shall not eliminate or limit
the liability of the Indemnitee (i) for any breach of the Indemnitee’s duty of loyalty to such
Indemnitor or such subsidiary or the stockholders thereof; (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of the law; (iii) under
Section 174 of the General Corporation Law of the State of Delaware or any similar provision of
other applicable corporations law; or (iv) for any transaction from which the Indemnitee derived an
improper personal benefit. If the General Corporation Law of the State of Delaware or such other
applicable corporations law shall be amended to permit further elimination or limitation of the
personal liability of directors, then the liability of the Indemnitee shall, automatically, without
any further action, be eliminated or limited to the fullest extent permitted by the General
Corporation Law of the State of Delaware or such other applicable corporations law as so amended.



     10. Exceptions.



     Any other provision herein to the contrary notwithstanding, the Indemnitors shall not be
obligated pursuant to the terms of this Agreement:




     a. Claims Initiated by the Indemnitee. To indemnify or advance expenses
(including attorneys’ fees) to the Indemnitee with respect to proceedings or claims
initiated or brought voluntarily by the Indemnitee and not by way of defense, counterclaim
or crossclaim, except with respect to proceedings brought to establish or enforce a right
to indemnification under this Agreement or any other statute or law or otherwise as
required under Section 145 of the General Corporation Law of the State of Delaware or other
similar provision of any other applicable corporations law, but such indemnification or
advancement of expenses (including attorneys’ fees) may be provided by the Indemnitors in
specific cases if the Board of Directors of the Company has approved the initiation or
bringing of such suit;




     b. Lack of Good Faith. To indemnify the Indemnitee for any expenses
(including attorneys’ fees) incurred by the Indemnitee with respect to any proceeding
instituted by the Indemnitee to enforce or interpret this Agreement, if a court of
competent jurisdiction determines that each of the material assertions made by the
Indemnitee in such proceeding was not made in good faith or was frivolous;




     c. Insured Claims. To indemnify the Indemnitee for expenses or liabilities of
any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) which have been paid directly to the Indemnitee
by an insurance carrier under a policy of directors and officers liability insurance
maintained by any of the Indemnitors or any of their respective subsidiaries; or




     d. Claims Under Section 16(b). To indemnify the Indemnitee for expenses
(including attorneys’ fees) and the payment of profits arising from the purchase and sale
by the Indemnitee of securities in violation of Section 16(b) of the Securities Exchange
Act of 1934, as amended, or any similar successor statute.



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     11. Construction of Certain Phrases.



     For purposes of this Agreement, references to any of the “Indemnitors” and any of the
“subsidiaries” thereof shall include, in addition to the resulting corporation, limited liability
company, partnership, joint venture, trust or other entity or enterprise, any constituent
corporation, limited liability company, partnership, joint venture, trust or other entity or
enterprise (including any constituent of a constituent) absorbed in a consolidation or merger
which, if its separate existence had continued, would have had power and authority to indemnify its
directors (including, without limitation, the members of any committee of the Board of Directors),
officers and employees or agents, or those serving in similar positions, so that if the Indemnitee
is or was a director (including, without limitation, a member of any committee of the Board of
Directors), officer, employee or agent, or serves or served in any similar position, of such
constituent corporation, limited liability company, partnership, joint venture, trust or other
entity or enterprise, or is or was serving at the request of such constituent corporation, limited
liability company, partnership, joint venture, trust or other entity or enterprise as a director
(including, without limitation, as a member of any committee of the Board of Directors), officer,
employee or agent, or serves or served in any similar position, of another corporation, limited
liability company, partnership, joint venture, trust or other entity or enterprise, including
service with respect to an employee benefit plan, the Indemnitee shall stand in the same position
under the provisions of this Agreement with respect to the resulting or surviving corporation,
limited liability company, partnership, joint venture, trust or other entity or enterprise as the
Indemnitee would have with respect to such constituent corporation, limited liability company,
partnership, joint venture, trust or other entity or enterprise if its separate existence had
continued; and references to “fines” shall include any excise taxes assessed on the Indemnitee with
respect to an employee benefit plan.



     12. Counterparts.



     This Agreement may be executed in one or more counterparts, each of which shall constitute an
original.



     13. Successors and Assigns.



     This Agreement shall be binding upon the Indemnitors and their respective successors and
assigns and shall inure to the benefit of the Indemnitee and the Indemnitee’s estate, heirs, legal
representatives and assigns.



     14. Attorneys’ Fees.




     In the event that any action is instituted by the Indemnitee under this Agreement to enforce
or interpret any of the terms hereof (including but not limited to any legal proceedings in a court
of competent jurisdiction to secure a determination that the Indemnitee is entitled to be
indemnified hereunder under applicable law, as provided pursuant to Section 1(c)), the Indemnitee
shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees
incurred by the Indemnitee with respect to such action, unless as a part of such action, the court
of competent jurisdiction determines that each of the material assertions made by the Indemnitee as
a basis for such action was not made in good faith or was frivolous. In the event of an action
instituted by or in the name of the Indemnitors under this Agreement or to enforce or interpret any
of the terms of this Agreement, the Indemnitee shall be entitled to be paid all court costs and
expenses, including attorneys’ fees, incurred by the Indemnitee in defense of such action
(including with respect to the Indemnitee’s counterclaims and cross-claims made in such action),
unless as a part of such



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action the court determines that each of the Indemnitee’s material defenses to such action,
counterclaims and cross-claims was made in bad faith or was frivolous.




     15. Notice.



     All notices, requests, demands and other communications under this Agreement shall be in
writing and shall be deemed duly given (i) on the date of delivery if delivered personally, or by
telecopy or telefacsimile, upon confirmation of receipt, (ii) on the first business day following
the date of dispatch if delivered by a recognized next-day courier service or (iii) on the third
business day following the date of mailing if delivered by domestic registered or certified mail,
properly addressed, or five business days if sent by airmail from a country outside of North
America. Addresses for notice to either party are as shown on the signature page of this Agreement,
or as subsequently modified by written notice.



     16. Consent to Jurisdiction.



     The Indemnitors and the Indemnitee each hereby irrevocably consents to the jurisdiction of the
courts of the State of Delaware for all purposes in connection with any action or proceeding which
arises out of or relates to this Agreement and agree that any action instituted under this
Agreement shall be brought only in the state courts of the State of Delaware.



     17. Choice of Law.



     This Agreement shall be governed by and its provisions construed in accordance with the laws
of the State of Delaware, as applied to contracts between Delaware residents entered into and to be
performed entirely within Delaware, without regard to the conflict of law principles thereof.



     18. Period of Limitations.



     No legal action shall be brought and no cause of action shall be asserted by or in the right
of the Indemnitors against the Indemnitee, the Indemnitee’s estate, spouse, heirs, executors or
personal or legal representatives after the expiration of two years from the date of accrual of
such cause of action, and any claim or cause of action of the Indemnitors shall be extinguished and
deemed released unless asserted by the timely filing of a legal action within such two-year period;
provided, however, that if any shorter period of limitations is otherwise applicable to any such
cause of action, such shorter period shall govern.



     19. Subrogation.



     In the event of payment under this Agreement, the Indemnitors shall be subrogated to the
extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all
documents required and shall do all acts that may be necessary to secure such rights and to enable
the Indemnitors effectively to bring suit to enforce such rights.



     20. Amendment and Termination.



     No amendment, modification, termination or cancellation of this Agreement shall be effective
unless it is in writing signed by all the parties hereto. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether
or not similar) nor shall such waiver constitute a continuing waiver.



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     21. Integration and Entire Agreement.



     This Agreement sets forth the entire understanding between the parties hereto and supersedes
and merges all previous written and oral negotiations, commitments, understandings and agreements
relating to the subject matter hereof between the parties hereto, provided that the provisions
hereof shall not supersede the provisions of the Indemnitors’ respective Certificates of
Incorporation or By-Laws, any agreement, any vote of stockholders or disinterested Directors, the
General Corporation Law of the State of Delaware or other applicable corporations law, or any
employment, consulting or indemnification agreement to which the Indemnitee may be a party or a
beneficiary, to the extent any such provisions shall be more favorable to the Indemnitee than the
provisions hereof.



[Remainder of this page intentionally left blank.]




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     IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement as of the
date first above written.



	 	 	 	 	 	 	 

	 	 	GRAPHIC PACKAGING HOLDING COMPANY
	 
	 	 	 	 	 	 
	 

	 	By:
	 	  	 	 
	 

	 	 	 	 

Stephen A. Hellrung
	 	 
	 

	 	 	 	Senior Vice President, General Counsel	 	 
	 

	 	 	 	and Secretary	 	 






	 	 	 	 	 

	 

	 	Address:
	 	814 Livingston Court
	 

	 	 	 	Marietta, Georgia 30067






	 	 	 	 	 	 	 

	 	 	GRAPHIC PACKAGING CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Stephen A. Hellrung
	 	 
	 

	 	 	 	Senior Vice President, General Counsel	 	 
	 

	 	 	 	and Secretary	 	 






	 	 	 	 	 

	 

	 	Address:
	 	814 Livingston Court
	 

	 	 	 	Marietta, Georgia 30067






	 	 	 	 	 	 	 

	 	 	GRAPHIC PACKAGING INTERNATIONAL, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	  	 	 
	 

	 	 	 	 

Stephen A. Hellrung
	 	 
	 

	 	 	 	Senior Vice President, General Counsel	 	 
	 

	 	 	 	and Secretary	 	 






	 	 	 	 	 

	 

	 	Address:
	 	814 Livingston Court
	 

	 	 	 	Marietta, Georgia 30067






[Signature Page to Indemnification Agreement — page 1 of 2]







 









 








	 	 	 

	AGREED TO AND ACCEPTED:
	 
	 	 
	INDEMNITEE:
	 
	 	 
	 

Signature

	 	 
	 
	 	 
	Address:
	 	 






[Signature Page to Indemnification Agreement — page 2 of 2]