Exhibit 10.3


EMPLOYMENT AGREEMENT


This
EMPLOYMENT AGREEMENT is entered into as of this 20th day of July, 2006, by and among Graphic
Packaging International, Inc., a Delaware corporation (“Employer”), Graphic
Packaging Corporation, a Delaware corporation (“GPC”) and David W. Scheible (“Executive”).


W I T N E S S E T H :


WHEREAS,
Employer desires to employ Executive on the terms and conditions set forth
herein;


WHEREAS,
Executive desires to accept such employment on the terms and conditions set
forth herein;


WHEREAS,
each of Employer, GPC and Executive agrees that Executive will have
a prominent role in the management of the business, and the development of
the goodwill, of Employer and its Affiliates (as defined below) and will
establish and develop relations and contacts with the principal customers and
suppliers of Employer and its Affiliates in the United States and the rest of
the world, all of which constitute valuable goodwill of, and could be used by
Executive to compete unfairly with, Employer and its Affiliates;


WHEREAS,
(i) in the course of his employment with Employer, Executive will
obtain confidential and proprietary information and trade secrets concerning
the business and operations of Employer and its Affiliates in the United States
and the rest of the world that could be used to compete unfairly with Employer
and its Affiliates; (ii) the covenants and restrictions contained
in Sections 8 through 13, inclusive, are intended to protect the
legitimate interests of Employer and its Affiliates in their respective
goodwill, trade secrets and other confidential and proprietary information; and
(iii) Executive desires to be bound by such covenants and
restrictions;


NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
promises contained herein and for other good and valuable consideration,
Employer, GPC and Executive hereby agree as follows:


1.     Agreement to Employ. 
Upon the terms and subject to the conditions of this Agreement, Employer
hereby employs Executive, and Executive hereby accepts employment by Employer.


2.     Term; Position and
Responsibilities.


(a)      Term of Employment.  Unless Executive’s employment shall sooner
terminate pursuant to Section 7, Employer shall employ Executive for a
term commencing on August 8, 2006 and ending on December 31, 2007 (the “Initial
Term”). Effective upon the expiration of the Initial Term and of each
Additional Term (as defined below), Executive’s employment hereunder shall be
deemed to be automatically extended, upon the same terms and conditions, for an
additional period of one year (each, an “Additional Term”), in each such
case, commencing 









 



 


upon the expiration of the Initial Term or the then current Additional
Term, as the case may be. The period during which Executive is employed
pursuant to this Agreement, including any extension thereof in accordance with
the preceding sentence, shall be referred to as the “Employment Period”.


(b)      Position and Responsibilities. 
During the Employment Period, Executive shall serve as Chief Operating
Officer of Employer and have such duties and responsibilities as are
customarily assigned to individuals serving in such position and such other
duties consistent with Executive’s title and position as the Board of Directors
of Employer (“Employer’s Board”) specifies from time to time. Executive shall
devote all of his skill, knowledge and working time to the conscientious
performance of the duties and responsibilities of such position, except for (i) vacation
time as set forth in Section 6(c) and absence for sickness or similar
disability and (ii) to the extent that it does not interfere with
the performance of Executive’s duties hereunder, (A) such
reasonable time as may be devoted to service on boards of directors of other
corporations and entities, subject to the provisions of Section 9, and the
fulfillment of civic responsibilities and (B) such reasonable time
as may be necessary from time to time for personal matters.  If so elected or designated by the respective
shareholders thereof, Executive shall serve as a member of the Boards of
Directors of GPC, Employer and their respective Affiliates during the
Employment Period without additional compensation.


(c)      Promotion.  Not later than January 1, 2007, Executive’s
position and responsibilities set forth in Section 2(b) will change to
President and Chief Executive Officer. On the day Executive’s position changes,
Executive’s base salary set forth in Section 3 will change to $700,000, and
Executive’s annual target bonus opportunity set forth in Section 4 will change
to 100%.


3.     Base Salary.  As compensation for the services to be
performed by Executive during the Employment Period, Employer shall pay
Executive a base salary at an annualized rate of $550,000, payable in
installments on Employer’s regular payroll dates. After July 1, 2007, Employer’s
Board shall review Executive’s base salary and, in its sole discretion,
Employer’s Board may increase (but may not decrease) such base salary based
upon the performance of Executive, the financial condition of Employer, prevailing
industry salary levels and such other factors as Employer’s Board shall
consider relevant. Employer’s Board shall conduct a similar review annually
during each Additional Term. (The annual base salary payable to Executive
under this Section 3, as the same may be increased from time to time and
without regard to any reduction therefrom in accordance with the next sentence,
shall hereinafter be referred to as the “Base Salary”.)  The Base Salary payable under this
Section 3 shall be reduced to the extent that Executive elects to defer
such Base Salary under the terms of any deferred compensation, savings plan or
other voluntary deferral arrangement that may be maintained or established by
Employer.


4.     Incentive
Compensation Arrangements.  During
the Employment Period, Executive shall participate in Employer’s incentive
compensation programs for its senior executives existing from time to time, at
a level commensurate with his position and duties with Employer and based
on such performance targets as may be established from time to time by Employer’s




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Board or a committee thereof.  For calendar year 2006, Executive’s aggregate
annual target bonus opportunity shall be 75% of Base Salary.


5.     Employee Benefits. 
During the Employment Period, employee benefits, including life,
medical, dental, accidental death and dismemberment, business travel accident,
prescription drug and disability insurance, shall be provided to Executive in
accordance with the programs of Employer then available to its senior executives,
as the same may be amended and in effect from time to time.  Executive shall also be entitled to
participate in all of Employer’s profit sharing, pension, retirement, deferred
compensation and savings plans, as the same may be amended and in effect from
time to time, applicable to senior executives of Employer.  The benefits referred to in this
Section 5 shall be provided to Executive on a basis that is
commensurate with Executive’s position and duties with Employer hereunder and
that is no less favorable than that of similarly situated employees of
Employer.


6.     Perquisites and
Expenses.


(a)      General. During the
Employment Period, Executive shall be entitled to a perquisites allowance in
the amount of $20,000 on an annualized basis, to be paid as soon as
administratively practical after January 1 of each year. This special bonus can
be used by Executive for such matters to include, without limitation, tax
preparation services, financial planning services, home security services,
executive physical examination, dues of airline, luncheon, or athletic clubs,
or automobile expenses.


(b)      Business Travel, Lodging,
etc.  Employer shall reimburse
Executive for reasonable travel, lodging, meal and other reasonable expenses
incurred by him in connection with his performance of services hereunder upon
submission of evidence, satisfactory to Employer, of the incurrence and purpose
of each such expense and otherwise in accordance with Employer’s business
travel reimbursement policy applicable to its senior executives as in effect
from time to time.


(c)      Vacation.  During the Employment Period, Executive shall
be entitled to five weeks of paid vacation on an annualized basis, without
carryover accumulation.


(d)      Club Initiation Fee. Effective
January 1, 2007, Employer shall reimburse Executive for initiation fees (“grossed
up” for federal and state income taxes) for one country club in the
metropolitan Atlanta area.


7.     Termination of
Employment.


(a)      Termination Due to Death or Disability.  In
the event that Executive’s employment hereunder terminates due to death or is
terminated by Employer due to Executive’s Disability (as defined below), no
termination benefits shall be payable to or in respect of Executive except as
provided in Section 7(g).  For
purposes of this Agreement, “Disability” shall mean a physical or mental
disability that prevents or would prevent the performance by Executive of his
duties hereunder for a continuous period of six months or longer.  The determination of Executive’s Disability
shall (i) be made by an independent physician who is reasonably
acceptable to 



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Employer and Executive (or his representative), (ii) be
final and binding on the parties hereto and (iii) be based on such
competent medical evidence as shall be presented to such independent physician
by Executive and/or Employer or by any physician or group of physicians or
other competent medical experts employed by Executive
and/or Employer to advise such independent physician.


(b)      Termination by Employer
for Cause.  Executive may be terminated
for cause by Employer for (i) the willful failure of Executive
substantially to perform his duties hereunder (other than any such failure due
to Executive’s physical or mental illness) or other willful and material breach
by Executive of any of his obligations hereunder, after a written demand
for substantial performance has been delivered, and a reasonable
opportunity to cure has been given, to Executive by Employer’s Board, which
demand identifies in reasonable detail the manner in which Employer’s Board
believes that Executive has not substantially performed his duties or has
breached his obligations, (ii) Executive’s engaging in willful and
serious misconduct that has caused or is reasonably expected to result in
material injury to Employer or any of its Affiliates, (iii) Executive’s
conviction of, or entering a plea of guilty or nolo  contendere
to, a crime that constitutes a felony, or (iv) Executive’s
material violation of the requirements of federal or state securities law,
rule or regulation, in cases involving fraud or deceit, or violation of
Employer’s insider trading policy. Any item of conduct in the previous sentence
shall constitute “Cause.” Executive’s conduct need not result in monetary or
financial loss to constitute Cause. Executive shall be permitted to attend
a meeting of Employer’s Board within 30 days after delivery to him of
a Notice of Termination (as defined below) pursuant to this
Section 7(b) to explain why he/she should not be terminated for Cause and,
if following any such explanation by Executive, Employer’s Board determines
that Employer does not have Cause to terminate Executive’s employment, any such
prior Notice of Termination delivered to Executive shall thereupon be withdrawn
and of no further force or effect.


(c)      Termination Without Cause.
A termination “Without Cause” shall mean a termination of employment
by Employer other than pursuant to Section 7(a) or Section 7(b).


(d)      Termination by Executive.  Executive may terminate his employment for
any reason.  A termination of
employment by Executive for “Good Reason” shall mean a termination by
Executive of his employment with Employer within 30 days following the
occurrence, without Executive’s consent, of any of the following events: (i) the
assignment to Executive of duties that represent a substantial diminution
of the duties that he/she is to assume pursuant to Section 2 of this Agreement,
(ii) the failure of Employer to obtain the assumption of this
Agreement by any Successor (as defined below) to Employer as contemplated by
Section 14, (iii) a reduction in the rate of Executive’s Base
Salary, (iv) a material breach by Employer of any of its
obligations hereunder or (v) except in cases where Employer is
promoting Executive, the relocation of Executive’s primary office to a location
more than 50 miles from the location of Executive’s primary office on the date
hereof. Executive shall not be entitled to terminate employment for Good
Reason, in the case of any of clauses (i), (iii), (iv) or (v), should
Executive fail within 30 days following the occurrence of any of the
events set forth therein to deliver written notice to Employer of his intention
to terminate his employment for Good Reason, which notice specifies in
reasonable detail the circumstances claimed to give rise to Executive’s right
to terminate his 



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employment for Good Reason, and Employer or GPC, as the case may be,
shall not have cured such circumstances within a reasonable time to the
reasonable satisfaction of Executive.


(e)      Notice of Termination.  Any
termination by Employer pursuant to Section 7(a), 7(b) or 7(c), or by
Executive pursuant to Section 7(d), shall be communicated by
a written Notice of Termination addressed to the other parties to this
Agreement.  A ”Notice of Termination”
shall mean a notice stating that Executive’s employment with Employer has
been or will be terminated.


(f)       Payments and Benefits
Upon Termination by Employer Without Cause or by Executive for Good Reason.


(i)    In the event of
a termination of Executive’s employment by Employer Without Cause or
a termination by Executive of his employment for Good Reason during the
Employment Period, Employer shall pay to Executive:


(A)             two
year’s Base Salary, and


(B)               the
product of (1) the amount of incentive compensation that would have
been payable to Executive for the calendar year in which the Date of
Termination (as defined below) occurs if Executive had remained employed for
the entire calendar year and assuming that all applicable performance targets
had been achieved, multiplied by (2) a fraction, the numerator
of which is equal to the number of days in such calendar year that precede the
Date of Termination and the denominator of which is equal to 365 (such
product, the “Pro Rata Bonus”) times two.


(ii)   Payments pursuant to this Section 7(f) shall
be made as follows: six months following the Date of Termination, one-half of
the amounts due under Section 7(f)(i)(A) and all of the amounts due under
Section 7(f)(i)(B), above, shall be paid to Executive. The remainder of the
amounts due Executive under Section 7(f)(i)(A) shall be payable in installments
on Employer’s regular payroll dates, until the amounts due are paid in full. No
payments shall be due and payable to Executive pursuant to this Section 7(f) until after (x) Executive has executed
a general release in a form reasonably satisfactory to Employer and (y)
the expiration of the period during which Executive can revoke his execution of
said release.


(iii)  If Executive is entitled to
payments pursuant to Section 7(f)(i), then for the period beginning on the Date
of Termination and ending on the first anniversary of the Date of Termination
(the “Severance Period”), Employer shall (x) continue to provide to
Executive the life, medical, dental, and prescription drug benefits referred to
in Section 5 (the “Continued Benefits”) and (y) reimburse
Executive for expenses incurred by him for outplacement and career counseling
services provided to Executive for an aggregate amount not in excess of
$25,000.


(iv)  Executive shall not have
a duty to mitigate the costs to Employer under this Section 7(f)(i),
except that Continued Benefits shall be reduced or canceled to the extent of
any 



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comparable
benefit coverage earned by (whether or not paid currently) or offered to
Executive during the Severance Period by a subsequent employer or other
Person (as defined below) for which Executive performs services, including but
not limited to consulting services.


(v)   The benefits provided
Executive pursuant to this Section 7(f) are made in lieu of any payments or benefits,
and Executive shall not be entitled to receive any payments or benefits,
pursuant to any plan, policy, program or practice providing any bonus, annual
incentive or severance compensation.


(g)      Payments and Benefits Upon Executive’s Death
or Disability, Termination by Employer With Cause, or Termination by Executive
Without Good Reason. If
Executive’s employment shall terminate upon his death or Disability or if
Employer shall terminate Executive’s employment for Cause or Executive shall
terminate his employment without Good Reason during the Employment Period,
Employer shall pay Executive his full Base Salary through the Date of
Termination; plus, in the case of termination upon Executive’s death or
Disability, the Pro Rata Bonus; plus, in the case of termination upon Executive’s
death, his full Base Salary for the remainder of the pay period in which death
occurs and for one month thereafter. The benefits provided Executive pursuant
to this Section 7(g) are made in lieu of any payments or benefits, and
Executive shall not be entitled to receive any payments or benefits, pursuant
to any plan, policy, program or practice providing any bonus or annual
incentive compensation.


(h)      Date of Termination.  As used in this Agreement, the term “Date of
Termination” shall mean (x) if Executive’s employment is terminated
by his death, the date of his death, (y) if Executive’s employment
is terminated by Employer for Cause, the date on which Notice of Termination is
given as contemplated by Section 7(e) or, if later, the date of
termination specified in such Notice, or (z) if Executive’s
employment is terminated by Employer Without Cause, due to Executive’s
Disability or by Executive for any reason, the date that is 30 days after
the date on which Notice of Termination is given as contemplated by
Section 7(e) or, if no such Notice is given, 30 days after the date
of termination of employment.


(i)       Resignation upon
Termination.  Effective as of any
Date of Termination under this Section 7 or otherwise as of the date of Executive’s
termination of employment with Employer, Executive shall resign, in writing,
from all Board memberships and other positions then held by him with GPC,
Employer and their respective Affiliates.


(j)       Nondisparagement. Executive agrees
not to disparage Employer, GPC, or the subsidiaries thereof, or the officers,
directors or employees of any of them, during the Employment Period or
thereafter.


8.     Unauthorized Disclosure. During the period of Executive’s employment
with Employer and the three-year period following any termination of such
employment, without Employer’s prior written consent, except to the extent
required by an order of a court having jurisdiction or under subpoena from
an appropriate government agency, in which event, Executive shall use his best
efforts to consult with Employer prior to responding to any such order or
subpoena, and except as required in the performance of his duties hereunder,
Executive 



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shall not disclose any
confidential or proprietary trade secrets, customer lists, drawings, designs,
information regarding product development, marketing plans, sales plans,
manufacturing plans, management organization information (including but not
limited to data and other information relating to members of the Board of
Directors of GPC, Employer or any of their respective Affiliates or to
management of GPC, Employer or any of their respective Affiliates), operating
policies or manuals, business plans, financial records, packaging design or
other financial, commercial, business or technical information (a) relating
to GPC, Employer or any of their respective Affiliates or (b) that
GPC, Employer or any of their respective Affiliates may receive belonging to
suppliers, customers or others who do business with GPC, Employer or any of
their respective Affiliates (collectively, “Confidential Information”) to any
third person unless such Confidential Information has been previously disclosed
to the public or is in the public domain (other than by reason of Executive’s
breach of this Section 8).


9.     Non-Competition.  During the period of Executive’s employment
with Employer and for two years following the Date of Termination, Executive
shall not, directly or indirectly, become employed in a management capacity,
including as a consultant serving in a management capacity, of Caraustar
Industries, Inc., Field Container Company, L.P., MeadWestvaco Corporation,
Rock-Tenn Company, the former consumer packaging division of Smurfit-Stone
Container Corporation that was acquired by an affiliate of Texas Pacific Group,
or any of their current subsidiaries or successors.


10.   Non-Solicitation of Employees. For two years following the Date of
Termination, Executive shall not, directly or indirectly, for his own account
or for the account of any other Person anywhere in the United States or
Europe, solicit for employment, employ or otherwise interfere with the
relationship of GPC, Employer or any of their respective subsidiaries with, any
person who at any time during the six months preceding such solicitation, employment
or interference is or was employed by or otherwise engaged to perform services
for GPC, Employer or any of their current subsidiaries, other than any such
solicitation or employment during Executive’s employment with GPC and Employer
on behalf of GPC, and Employer.


11.   Non-Solicitation of Customers.  For
two years following the Date of Termination, Executive shall not, directly or
indirectly, for his own account or for the account of any other Person anywhere
in the United States or Europe, solicit or otherwise attempt to establish any
business relationship for purposes of engaging in the manufacture, sales or
converting of paperboard and paperboard packaging with any Person who is or was
a customer, client or distributor of GPC or Employer or any of their
Affiliates at any time during which Executive was employed by Employer .


12.   Return of Documents.  In
the event of the termination of Executive’s employment for any reason,
Executive shall deliver to Employer all of (a) the property of each
of GPC, Employer and their respective Affiliates and (b) the
non-personal documents and data of any nature and in whatever medium of each of
GPC, Employer and their respective Affiliates, and he/she shall not take with
him any such property, documents or data or any reproduction thereof, or any
documents containing or pertaining to any Confidential Information.  Whether documents or data are “personal” or “non-personal”
shall be determined as follows: 
Executive shall present any 



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documents or data that
he/she wishes to take with him to the chief legal officer of Employer for his
review.  The chief legal officer shall
make an initial determination whether any such documents or data are personal
or non-personal, and with respect to such documents or data that he/she
determines to be non-personal, shall notify Executive either that such
documents or data must be retained by Employer or that Employer must make and
retain a copy thereof before Executive may take such documents or data
with him.


13.   Injunctive Relief with Respect to
Covenants; Forum, Venue and Jurisdiction. 
Executive acknowledges and agrees that the covenants, obligations and
agreements of Executive contained in Sections 8, 9, 10, 11, 12 and 13
relate to special, unique and extraordinary matters and that a violation
of any of the terms of such covenants, obligations or agreements will cause
Employer irreparable injury for which adequate remedies are not available at
law.  Therefore, Executive agrees that
Employer shall be entitled to an injunction, restraining order or such other
equitable relief (without the requirement to post bond) as a court of
competent jurisdiction may deem necessary or appropriate to restrain Executive
from committing any violation of such covenants, obligations or agreements.  These injunctive remedies are cumulative and
in addition to any other rights and remedies Employer may have.  Employer, GPC and Executive hereby
irrevocably submit to the jurisdiction of the superior courts of Cobb County,
Georgia and the federal courts of the Northern District of Georgia, in respect
of the injunctive remedies set forth in this Section 13 and the
interpretation and enforcement of Sections 8, 9, 10, 11, 12 and 13
insofar as such interpretation and enforcement relate to any request or
application for injunctive relief in accordance with the provisions of this
Section 13, and the parties hereto hereby irrevocably waive any and all
objections and defenses based on forum, venue or personal or subject matter
jurisdiction as they may relate to an application for such injunctive relief in
a suit or proceeding brought before such a court in accordance with
the provisions of this Section 13. 
All disputes not relating to any request or application for injunctive
relief in accordance with this Section 13 shall be resolved by arbitration
in accordance with Section 17(b).


14.   Assumption of Agreement. 
Employer shall require any Successor thereto, by agreement in form and
substance reasonably satisfactory to Executive, to expressly assume and agree
to perform this Agreement in the same manner and to the same extent that
Employer would be required to perform it if no such succession had taken
place.  Failure of Employer to obtain
such agreement prior to the effectiveness of any such succession shall be
a breach of this Agreement and shall entitle Executive to compensation
from Employer in the same amount and on the same terms as Executive would be
entitled hereunder if Employer had terminated Executive’s employment Without
Cause as described in Section 7, except that for purposes of implementing
the foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination.


15.   Entire Agreement.  This Agreement constitutes the entire
agreement among the parties hereto with respect to the subject matter
hereof.  All prior correspondence and
proposals (including but not limited to summaries of proposed terms) and all
prior promises, representations, understandings, arrangements and agreements relating
to such subject matter (including but not limited to those made to or with
Executive by any other Person and those contained in any prior employment,
consulting or similar agreement entered into by Executive 



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and Employer or any
predecessor thereto or Affiliate thereof) are merged herein and superseded
hereby. This Agreement explicitly supersedes and replaces that certain Third
Amended and Restated Graphic Packaging Internation Corporation Executive
Employment Agreement, dated as of March 25, 2003, among Graphic Packaging
International Corporation, the Affiliated Companies named therein and David W.
Scheible.


16.   Indemnification.  Employer hereby agrees that it shall
indemnify and hold harmless Executive to the fullest extent permitted by
Delaware law from and against any and all liabilities, costs, claims and
expenses, including all costs and expenses incurred in defense of litigation
(including attorneys’ fees), arising out of the employment of Executive
hereunder, except to the extent arising out of or based upon the gross
negligence or willful misconduct of Executive. 
Costs and expenses incurred by Executive in defense of such litigation
(including attorneys’ fees) shall be paid by Employer in advance of the final
disposition of such litigation upon receipt by Employer of (a) a
written request for payment, (b) appropriate documentation
evidencing the incurrence, amount and nature of the costs and expenses for
which payment is being sought, and (c) an undertaking adequate
under Delaware law made by or on behalf of Executive to repay the amounts so
paid if it shall ultimately be determined that Executive is not entitled to be
indemnified by Employer under this Agreement, including but not limited to as
a result of such exception.


17.   Miscellaneous.


(a)      Binding Effect;
Assignment.  This Agreement shall be
binding on and inure to the benefit of Employer, GPC and their respective
successors and permitted assigns.  This
Agreement shall also be binding on and inure to the benefit of Executive and
his heirs, executors, administrators and legal representatives.  This Agreement shall not be assignable by any
party hereto without the prior written consent of the other parties hereto,
except as provided pursuant to this Section 17(a).  Each of GPC and Employer may effect such an
assignment without prior written approval of Executive upon the transfer of all
or substantially all of its business and/or assets (by whatever means), provided
that the Successor to Employer shall expressly assume and agree to perform this
Agreement in accordance with the provisions of Section 14.


(b)      Arbitration.  Any dispute or controversy arising under or
in connection with this Agreement (except in connection with any request or
application for injunctive relief in accordance with Section 13) shall be
resolved by binding arbitration.  The
arbitration shall be held in the city of Atlanta, Georgia and except to the
extent inconsistent with this Agreement, shall be conducted in accordance with
the Commercial Arbitration Rules of the American Arbitration Association then
in effect at the time of the arbitration, and otherwise in accordance with
principles which would be applied by a court of law or equity.  The arbitrator shall be acceptable to both
Employer and Executive.  If the parties
cannot agree on an acceptable arbitrator, the dispute shall be heard by
a panel of three arbitrators, one appointed by Employer, one appointed by
Executive, and the third appointed by the other two arbitrators.  All expenses of arbitration shall be borne by
the party who incurs the expense, or, in the case of joint expenses, by both
parties in equal portions, except that, in the event Executive prevails on the
principal issues of such dispute or controversy, all such expenses shall be
borne by Employer.


 



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(c)      Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without
reference to principles of conflicts of laws.


(d)      Taxes.  Employer may withhold from any payments made
under this Agreement all applicable taxes, including but not limited to income,
employment and social insurance taxes, as shall be required by law.


(e)      Amendments.  No provision of this Agreement may be
modified, waived or discharged unless such modification, waiver or discharge is
approved by Employer’s Board or a Person authorized thereby and is agreed
to in writing by Executive and, in the case of any such modification, waiver or
discharge affecting the rights or obligations of GPC, is approved by the Board
of Directors of GPC or a Person authorized thereby.  No waiver by any party hereto at any time of
any breach by any other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or
at any prior or subsequent time.  No
waiver of any provision of this Agreement shall be implied from any course of
dealing between or among the parties hereto or from any failure by any party
hereto to assert its rights hereunder on any occasion or series of occasions.


(f)       Severability.  In the event that any one or more of the
provisions of this Agreement shall be or become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected thereby.


(g)      Notices.  Any notice or other communication required or
permitted to be delivered under this Agreement shall be (i) in
writing, (ii) delivered personally, by courier service or by
certified or registered mail, first-class postage prepaid and return
receipt requested, (iii) deemed to have been received on the date
of delivery or, if so mailed, on the third business day after the mailing
thereof, and (iv) addressed as follows (or to such other address as
the party entitled to notice shall hereafter designate in accordance with the
terms hereof):


(A)                If to Employer or
GPC, to it at:


814
Livingston Court, S.E.


Marietta,
GA 30067


Attention:  General Counsel


(B)                  if to Executive,
to him at his residential address as currently on file with Employer.


(h)      Voluntary Agreement; No
Conflicts.  Executive, Employer and
GPC each represent that they are entering into this Agreement voluntarily and
that Executive’s employment hereunder and each party’s compliance with the terms
and conditions of this Agreement will not conflict with or result in the breach
by such party of any agreement to which he/she or it is a party or by
which he/she or it or his or its properties or assets may be bound.



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(i)       Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.


(j)       Headings.  The section and other headings contained in
this Agreement are for the convenience of the parties only and are not intended
to be a part hereof or to affect the meaning or interpretation hereof.


(k)      Certain Definitions.


“Affiliate”:  with respect to any Person, means
any other Person that, directly or indirectly through one or more
intermediaries, Controls, is Controlled by, or is under common Control with the
first Person, including but not limited to a Subsidiary of the first
Person, a Person of which the first Person is a Subsidiary, or
another Subsidiary of a Person of which the first Person is also
a Subsidiary.


“Control”:  with respect to any Person, means the
possession, directly or indirectly, severally or jointly, of the power to
direct or cause the direction of the management policies of such Person,
whether through the ownership of voting securities, by contract or credit
arrangement, as trustee or executor, or otherwise.


“Person”:  any natural person, firm, partnership,
limited liability company, association, corporation, company, trust, business
trust, governmental authority or other entity.


“Subsidiary”: 
with respect to any Person, each corporation or other Person in which
the first Person owns or Controls, directly or indirectly, capital stock or
other ownership interests representing 50% or more of the combined voting
power of the outstanding voting stock or other ownership interests of such
corporation or other Person.


“Successor”: 
of a Person means a Person that succeeds to the first Person’s
assets and liabilities by merger, liquidation, dissolution or otherwise by
operation of law, or a Person to which all or substantially all the assets
and/or business of the first Person are transferred.



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IN WITNESS WHEREOF,
Employer and GPC have duly executed this Agreement by their authorized
representatives, and Executive has hereunto set his hand, in each case
effective as of the date first above written.


	
  

  	
  GRAPHIC
  PACKAGING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Wayne E.
  Juby

  
	
   

  	
   

  	
  Wayne E. Juby

  
	
   

  	
   

  	
  Senior Vice
  President, Human Resources

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GRAPHIC
  PACKAGING INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Wayne E.
  Juby

  
	
   

  	
   

  	
  Wayne E. Juby

  
	
   

  	
   

  	
  Senior Vice
  President, Human Resources

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Executive:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ David W.
  Scheible

  
	
   

  	
  David W.
  Scheible

  



 



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