exv10w30






Exhibit 10.30




Graphic Packaging Holding Company


Service-Based Restricted Stock Unit Award Agreement




     THIS AGREEMENT, effective as of the Grant Date set forth on the signature page hereto,
represents the grant by Graphic Packaging Holding Company (the “Company”) to the participant named
on the signature page hereto (the “Participant”) of Restricted Stock Units (the “RSUs”),
representing the right to earn shares of the Company’s common stock or the equivalent value thereof
in cash, pursuant to the provisions of the Graphic Packaging Corporation 2004 Stock and Incentive
Compensation Plan, as such plan may be amended from time to time (the “Plan”), and subject to the
terms and conditions set forth in this award agreement (this “Agreement”).



     The parties hereto agree as follows:



     1. Defined Terms. Capitalized terms used herein and not otherwise defined shall have
the meanings assigned to such terms in the Plan. In addition, and notwithstanding any contrary
definition in the Plan, for purposes of this Agreement:




	 	(a)	 	“Delayed 409A Settlement Date” shall mean the first day of the seventh month
following the Participant’s separation from service (or if the Participant dies during
such period, the date of the Participant’s death).
	 
	 	(b)	 	“Fair Market Value” as of a given date shall mean the closing price of the
Company’s common stock on the NYSE (or other established stock exchange or market) on
such date, or if such day is not a trading day, on the immediately preceding trading
day.
	 
	 	(c)	 	“Grant Date” means the date set forth on the signature page hereto.
	 
	 	(d)	 	“Involuntary Termination” means the involuntary termination of the
Participant’s employment by the Company or any Affiliate or Subsidiary other than for
Cause, death or Disability.
	 
	 	(e)	 	“Pro-Rata Amount” means the number of RSUs (rounded to the nearest whole
number) equal to the product of (a) the number of RSUs originally granted, times (b) a
fraction, the numerator of which is the number of full 12-month periods between the
Grant Date and the date of termination of the Participant’s employment by reason of
death, Disability, Retirement or Involuntary Termination, and the denominator of which
is three.
	 
	 	(f)	 	“Retirement” means voluntary termination of employment after age 65, or after
age 62 with 25 years of service to the Company, its Affiliates or Subsidiaries or their
predecessors.





     2. Grant of RSUs. The number of RSUs subject to this award is shown on the
signature page of this Agreement.



     3. Earning and Vesting of RSUs. The RSUs do not represent actual shares of stock.
The RSUs will vest and become non-forfeitable on the earliest to occur of the following (the
“Vesting Date”):




	 	(a)	 	the third anniversary of the Grant Date, provided the Participant has continued in
the employment of the Company, its Affiliates, and/or its Subsidiaries through such
date, or




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	 	(b)	 	the occurrence of a Change of Control, provided the Participant has continued
in the employment of the Company, its Affiliates, and/or its Subsidiaries through such
date, or






	 	(c)	 	as to the Pro-Rata Amount only, the termination of the Participant’s employment
due to death, Disability or Retirement, or






	 	(d)	 	as to the Pro-Rata Amount only, on the 60th day after the
Participant’s Involuntary Termination; provided that the Participant shall have
executed a separation agreement including a release of claims in a form satisfactory to
the Company and the release shall have become irrevocable within such 60-day period.




If the Participant’s employment with the Company or an Affiliate or Subsidiary terminates prior to
the Vesting Date for any reason other than as described above (or in the case of the Participant’s
Involuntary Termination, if the Participant fails to execute or revokes a release of claims in a
form satisfactory to the Company within the applicable 60-day period), the Participant shall
forfeit all right, title and interest in and to the unvested RSUs as of the date of such
termination (or as of the 60th day after the Participant’s Involuntary Termination, as
applicable) and the RSUs will be cancelled by the Company without further consideration or any act
or action by the Participant.




     4. Settlement of RSUs. The vested RSUs shall be valued as of the later of (i) the
Vesting Date, or (ii) if vesting occurs by reason of the Participant’s termination of employment
other than due to death and the Participant is a “specified employee” of the Company for purposes
of Code Section 409A as of the date of such separation from service, the Delayed 409A Settlement
Date (as applicable, the “Valuation Date”), based on the Fair Market Value of the Company’s common
stock as of the Valuation Date (the “Settlement Value”). The Participant shall be entitled to
receive 2/3  of the Settlement Value in Shares (the number of Shares being determined by dividing
the Settlement Value by the Fair Market Value of the Company’s common stock as of the Valuation
Date) and 1/3 of the Settlement Value in cash. Payout of the RSUs shall be made on a date to be
determined by the Company that is within 60 days after the Vesting Date (or within 75 days after
the date of Involuntary Termination, in the case of vesting under Section 3(d)); provided, however,
that if the valuation date is the Delayed 409A Settlement Date, then payout of the RSUs (based on
the Settlement Value) shall be made on a date to be determined by the Company that is within 60
days after the Delayed 409A Settlement Date.



     5. Nontransferability. The RSUs may not be sold, transferred, pledged, assigned or
otherwise alienated or hypothecated (a “Transfer”) other than by will or by the laws of descent and
distribution, except as provided in the Plan. The designation of a beneficiary shall not
constitute a Transfer.



     6. Limitation of Rights. The RSUs do not confer to the Participant or the
Participant’s beneficiary, executors or administrators any rights of a shareholder of the Company
unless and until Shares are in fact issued to such person in connection with the RSUs. Upon
conversion of the RSUs into Shares, the Participant will obtain full voting and other rights as a
shareholder of the Company.



     7. Continuation of Employment. Nothing in this Agreement shall interfere with or
limit in any way the right of the Company or any Affiliate or Subsidiary to terminate the
Participant’s employment at any time, nor confer upon the Participant any right to continue in
employment of the Company or any Affiliate or Subsidiary.



     8. Payment of Taxes. The Company or any Affiliate or Subsidiary employing the
Participant has the authority and the right to deduct or withhold, or require the Participant to
remit to the employer, an amount sufficient to satisfy federal, state, and local taxes (including
the Participant’s FICA obligation) required by law to be withheld with respect to any taxable event
arising as a result of the vesting or



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settlement of the RSUs. With respect to withholding required upon any taxable event arising
as a result of the RSUs, the employer will satisfy the tax withholding requirement on the cash
portion by withholding cash equal to the total minimum statutory tax required to be withheld, and
on the Share portion by withholding Shares having a Fair Market Value as of the date that the
amount of tax to be withheld is to be determined as nearly equal as possible to (but no more than)
the total minimum statutory tax required to be withheld The obligations of the Company under this
Agreement to payout the RSUs will be conditional on such payment or arrangements, and the Company,
and, where applicable, its Affiliates or Subsidiaries will, to the extent permitted by law, have
the right to deduct any such taxes from any payment of any kind otherwise due to the Participant.




     9. Participant Obligations.




	 	(a)	 	Non-Competition. During the period of Participant’s employment with
Company or its subsidiaries and for one year following the date of termination of
Participant’s employment, Participant shall not, directly or indirectly, become
employed or serve as a consultant performing the same or similar job duties as
Participant performed for the Company or its subsidiaries at the time of termination of
Participant’s employment with any of the following competitors, or any of their current
subsidiaries or successors:






	 	 	 	[Insert Companies Here]






	 	(b)	 	Non-Solicitation of Employees. For one year following the date of
termination of employment, Participant shall not, directly or indirectly, for his/her
own account or for the account of any natural person, firm, partnership, limited
liability company, association, corporation, company, trust, business trust,
governmental authority or other entity anywhere in the United States, solicit for
employment, employ or otherwise interfere with the relationship of Company or its
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 Company or its subsidiaries, other than any such solicitation or
employment during Participant’s employment with Company or its subsidiaries on behalf
of Company or its subsidiaries.






	 	(c)	 	Non-Solicitation of Customers. For one year following the date of
termination of employment, Participant shall not, directly or indirectly, for his/her
own account or for the account of any natural person, firm, partnership, limited
liability company, association, corporation, company, trust, business trust,
governmental authority or other entity anywhere in the United States, 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 Company or its subsidiaries,
or any affiliates of such customer, client or distributor, with whom Participant had
contact during the last year of Participant’s employment with Company or its
subsidiaries.






	 	(d)	 	Equitable Relief. Participant acknowledges and agrees that the
covenants, obligations and agreements of Participant contained in this section 9 relate
to special, unique and extraordinary matters and that a violation of any of the terms
of such covenants, obligations or agreements will cause Company irreparable injury for
which adequate remedies are not available at law. Therefore, Participant agrees that
Company 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 Participant from committing any violation of such covenants, obligations or agreements.
These injunctive remedies are cumulative and in addition to any other rights and
remedies Company may have.








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     10. Plan Controls. This Agreement and the Participant’s rights hereunder are
subject to all the terms and conditions of the Plan, as the same may be amended from time to time,
as well as to such rules and regulations as the Committee may adopt for administration of the Plan.
It is expressly understood that the Committee is authorized to administer, construe, and make all
determinations necessary or appropriate to the administration of the Plan and this Agreement, all
of which shall be final and binding upon the Participant. In the event of any actual or alleged
conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of
the Plan shall be controlling and determinative (except for any definitions of terms which are
specifically set forth herein). Any conflict between this Agreement and the terms of a written
employment agreement with the Participant shall be decided in favor of the provisions of this
Agreement.



     11. Amendment. Subject to the terms of the Plan, this Agreement may be modified or
amended by the Committee; provided that no such amendment shall materially adversely affect the
rights of the Participant hereunder without the consent of the Participant. The waiver by the
Company of breach of any provision of this Agreement by the Participant shall not operate or be
construed as a waiver of any subsequent breach by the Participant. Notwithstanding the foregoing,
the Committee shall have unilateral authority to amend the Plan and the Agreement without the
Participant’s consent to the extent necessary to comply with applicable law or changes to
applicable law (including, but not limited to, Code Section 409A) and related regulations or other
guidance and federal securities laws.



     12. Severability. The provisions of this Agreement are severable and if any one or
more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the
remaining provisions shall nevertheless be binding and enforceable.



     13. Applicable Laws and Consent to Jurisdiction. The validity, construction,
interpretation, and enforceability of this Agreement shall be determined and governed by the laws
of the state of Delaware without giving effect to the principles of conflicts of law.



(signatures on following page)



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     IN WITNESS WHEREOF, the parties have executed this Agreement, effective as of the Grant
Date set forth below.



	 	 	 	 	 
	 	Graphic Packaging Holding Company


 	 
	 	By:  	/s/ Cynthia A. Baerman
 	 
	 	 	Cynthia A. Baerman 	 
	 	 	Senior Vice President, Human Resources 	 
	 
	 
	 
	 	Participant


 	 
	 	By:  	 	 
	 	 	Name:  	«First_Name» «Middle_Initial__Name» 	 
	 	 	«Last_Name» 	 
	 



Grant Date: March 4, 2009







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