Exhibit 10.13


 


MANAGEMENT
STOCK OPTION AGREEMENT


 


This MANAGEMENT STOCK OPTION AGREEMENT, dated
as of [           ] (the “Management Stock Option Agreement”), is
between Graphic Packaging Corporation, a Delaware corporation (the “Company”), and the Grantee whose name
appears on the signature page hereof (the “Grantee”)
under the terms of the 2003 Riverwood Holding, Inc. Long-Term Incentive
Plan (the “Plan”). Capitalized
terms used in this Management Stock Option Agreement and not otherwise defined
herein have the meaning given in the Plan. If any provision of this Management
Stock Option Agreement is inconsistent with any provision of the Plan (as
either may be interpreted from time to time by the Board), the Plan shall
control.


 


1.     Confirmation of Grant; Option Price.  Effective as of the date hereof, the Company
hereby evidences and confirms its award to the Grantee of Options to purchase
Shares in the Company, the number of which is set forth on the signature page
hereof, at an option price of [       ]
per share (the “Option Price”).
The Options are not intended to be incentive stock options under the U.S.
Internal Revenue Code of 1986, as amended.


 


2.     Vesting; Exercisability.  The Options shall vest and become
exercisable 331/3% on each of the first three anniversaries of [           ] (the “Effective Date”), subject to the Grantee’s continuous
employment with the Company or one of its affiliates from the Effective Date
through each such vesting date and subject to Sections 3(b) and 7 hereof.


 


3.     Termination of Options.


 


(a)   Normal Termination Date. Unless an
earlier termination of employment shall occur as specified in subsection (b),
the Options shall terminate and be canceled on the tenth anniversary of the
Effective Date (the “Normal Termination Date”).


 


(b)   Termination of Employment. Unless
otherwise determined by the Committee, in the event the Grantee’s employment
terminates by reason of a Qualifying Termination of Employment, the Grantee (or
the Grantee’s beneficiary or legal representative) may exercise any Options
(regardless of whether then exercisable) until the earlier of (a) the twelve-month anniversary of
the date of such termination of employment and (b) the date such Options would otherwise expire but for the
operation of this Section 3(b). Unless otherwise determined by the
Committee, in the event a Grantee’s employment terminates for any reason other
than a Qualifying Termination of Employment or Cause, the Grantee may exercise
any Option that is exercisable at the time of such termination of employment
until the earlier of (a) the
30-day anniversary of the date of such termination of employment and (b) the date such Options would otherwise
expire but for the operation of this Section 3(b), and any Option that is
not then exercisable shall be forfeited and cancelled as of the date of such
termination of employment. In the event that a Grantee’s employment is
terminated for Cause or the Committee determines that circumstances exist such
that the Grantee’s employment could have been terminated for Cause, any Options
granted to such Grantee, whether or not then vested, shall be forfeited and
cancelled as of the date of such termination of employment.


 


4.     Restrictions on Exercise;
Non-Transferability of Options.


 


(a)   Restrictions on Exercise. The Options
may be exercised only with respect to full shares of Common Stock. No
fractional shares of Common Stock shall be issued. Notwithstanding any other
provision of this Management Stock Option Agreement, the Options may not be
exercised in whole or in part, and no certificates representing Shares shall be
delivered, unless all applicable U.S. federal, state and local and non-U.S. tax
withholding requirements shall have been satisfied. The Company may, if
requested by the Grantee, withhold Shares to satisfy the minimum applicable
withholding requirements, subject to the provisions of the Plan and any rules
adopted by the Board regarding compliance with applicable law.


 

















 


(b)   Non-Transferability of Options.
The Options may be exercised only by the Grantee or by the Grantee’s estate.
The Options are not assignable or transferable, in whole or in part, and they
may not, directly or indirectly, be offered, transferred, sold, pledged,
assigned, alienated, hypothecated or otherwise disposed of or encumbered (including
without limitation by gift, operation of law or otherwise) other than by will
or by the laws of descent and distribution to the estate of the Grantee upon
the Grantee’s death, provided
that the deceased Grantee’s beneficiary or the representative of the Grantee’s
estate shall acknowledge and agree in writing, in a form reasonably acceptable
to the Company, to be bound by the provisions of this Management Stock Option
Agreement and the Plan as if such beneficiary or the estate were the Grantee.


 


5.     Manner of Exercise.  To the extent that any of the Options shall
have become and remain vested and exercisable as provided in Section 2,
such Options may be exercised in accordance with the terms of the Plan and any
rules adopted by the Committee from time to time.


 


6.     Grantee’s Representations, Warranties and Covenants.


 


(a)   Investment Intention. The Grantee
represents and warrants that the Options have been, and any Exercise Shares
will be, acquired by the Grantee solely for the Grantee’s own account for investment
and not with a view to or for sale in connection with any distribution thereof.
The Grantee agrees that the Grantee will not, directly or indirectly, offer,
transfer, sell, pledge, hypothecate or otherwise dispose of all or any of the
Options or any of the Exercise Shares (or solicit any offers to buy, purchase
or otherwise acquire or take a pledge of all or any of the Options or any of
the Exercise Shares), except in compliance with the Securities Act and the
rules and regulations of the Commission thereunder, and in compliance with
applicable state securities or “blue sky” laws and non-U.S. securities laws.


 


(b)   Ability to Bear Risk. The Grantee
covenants that the Grantee will not exercise all or any of the Options unless (i) the financial situation of the Grantee
is such that the Grantee can afford to bear the economic risk of holding the
Exercise Shares for an indefinite period and (ii)
the Grantee can afford to suffer the complete loss of the Grantee’s investment
in the Exercise Shares.


 


7.     Change in Control.


 


(a)   Accelerated Vesting and Payment.
Subject to the provisions of Sections 7(b) below, in the event of a Change in
Control, each Option shall, at the discretion of the Committee either
(i) vest and become fully exercisable regardless of the vesting and
exercise schedule otherwise applicable to such Option or (i) be canceled
in exchange for a payment in cash of an amount equal to the excess, if any, of
the Change in Control Price over the Exercise Price.


 


(b)   Alternative Awards. Notwithstanding
Section 7(a), no cancellation, acceleration of exercisability, vesting,
cash settlement or other payment shall occur with respect to an Option if the
Committee reasonably determines in good faith prior to the occurrence of a
Change in Control that such Option shall be honored or assumed, or new rights
substituted therefor (such honored, assumed or substituted award an “Alternative Award”), by the Grantee’s New
Employer (or the parent or a Subsidiary of such New Employer) immediately
following the Change in Control, provided
that such Alternative Award (i) is based on stock which is or will be,
within 60 days of the Change in Control, traded on an established
securities market; (ii) provides Grantee with rights and entitlements
substantially equivalent to or better than the rights, terms and conditions
applicable under the Option; (iii) has substantially equivalent economic
value to the Option (determined at the time of the Change in Control); and
(iv) vests and becomes fully exercisable and transferable in the event
that Grantee’s employment is involuntarily terminated or terminated by Grantee
following a material reduction in the Grantee’s base salary or a Grantee’s
incentive compensation opportunity or a material reduction in the Grantee’s
responsibilities, in either case without the Grantee’s written consent.


 


2

















 


8.     Miscellaneous.


 


(a)   Waiver; Amendment.


 


(i)   Waiver. Any party hereto or
beneficiary hereof may by written notice to the other parties (A) extend the time for the performance of
any of the obligations or other actions of the other parties under this
Management Stock Option Agreement, (B)
waive compliance with any of the conditions or covenants of the other parties
contained in this Management Stock Option Agreement and (C) waive or modify performance of any of
the obligations of the other parties under this Management Stock Option
Agreement. Except as provided in the preceding sentence, no action taken
pursuant to this Management Stock Option Agreement, including, without
limitation, any investigation by or on behalf of any party or beneficiary,
shall be deemed to constitute a waiver by the party or beneficiary taking such
action of compliance with any representations, warranties, covenants or agreements
contained herein. The waiver by any party hereto or beneficiary hereof of a
breach of any provision of this Management Stock Option Agreement shall not
operate or be construed as a waiver of any preceding or succeeding breach and
no failure by a party or beneficiary to exercise any right or privilege
hereunder shall be deemed a waiver of such party’s or beneficiary’s rights or
privileges hereunder or shall be deemed a waiver of such party’s or
beneficiary’s rights to exercise the same at any subsequent time or times
hereunder.


 


(ii)  Amendment. This Management Stock
Option Agreement may not be altered, modified, or amended except by a written
instrument signed by the Company and the Grantee.


 


(b)   Nonassignability. Neither this
Management Stock Option Agreement nor any right, remedy, obligation or
liability arising hereunder or by reason hereof shall be assignable by the
Company or the Grantee without the prior written consent of the other parties.


 


(c)   No Rights as a Stockholder. The
Grantee shall have no voting or other rights as a stockholder of the Company
with respect to any Shares covered by the Options until the exercise of the
Options and the issuance of a certificate or certificates to the Grantee for
such Shares. No adjustment shall be made for dividends or other rights for
which the record date is prior to the issuance of such certificate or
certificates.


 


(d)   No Right to Continued Employment.
Nothing in this Management Stock Option Agreement shall interfere with or limit
in any way the right of the Company or any of its Subsidiaries to terminate the
Grantee’s employment at any time, or confer upon the Grantee any right to
continue in the employ of the Company or any of its Subsidiaries.


 


(e)   Interpretation. The Board shall
have full power and discretion to construe and interpret the Plan (and any
rules and regulations issued thereunder) and this Management Stock Option
Agreement. Any determination or interpretation by the Board under or pursuant
to this Management Stock Option Agreement shall be final and binding and
conclusive on all persons affected hereby.


 


(f)    Delegation by the Board. All of
the powers, duties and responsibilities of the Board specified in this
Management Stock Option Agreement may, to the full extent permitted by
applicable law, be exercised and performed by any duly constituted committee
thereof to the extent authorized by the Board to exercise and perform such
powers, duties and responsibilities.


 


(g)   Binding Effect; Benefits. This
Management Stock Option Agreement shall be binding upon and inure to the
benefit of the parties to this Management Stock Option Agreement and their
respective successors and assigns. Nothing in this Management Stock Option
Agreement, express or implied, is intended or shall be construed to give any
person other than the Company or the Grantee or their respective successors or
assigns any legal or equitable right, remedy or claim under or in respect of
any agreement or any provision contained herein.


 


3

















 


 


(h)   Severability. In the event that
any one or more of the provisions of this Restricted Unit 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.


 


(i)    Notices. All notices and other
communications required or permitted hereunder shall be in writing and shall be
deemed given when (a) delivered
personally, (b) sent by certified
or registered mail, postage prepaid, return receipt requested or (c) delivered by overnight courier
(provided that a written acknowledgment of receipt is obtained by the overnight
courier) to the party concerned at the address indicated below or to such
changed address as such party may subsequently give notice of:


 


	
  If to the Company:

  	
   

  	
  Graphic Packaging Corporation

  814 Livingston Court

  Marietta, Georgia 30067

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  General Counsel;

  Chairman, Compensation Committee

  
	
   

  	
   

  	
   

  
	
  If to Grantee:

  	
   

  	
  at the home address of Grantee on the

  records of the Company

  



 


(j)    Governing Law. This Management
Stock Option Agreement shall be governed by and construed in accordance with
the laws of the State of New York without regard to the principles of conflict
of laws except to the extent the laws of the State of Delaware specifically and
mandatorily apply.


 


(k)   Section and Other Headings, etc.
The section and other headings contained in this Management Stock Option
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Management Stock Option Agreement.


 


(l)    Counterparts. This Management
Stock Option Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute one and the same instrument.


 


(m)  Capital Adjustments. The number and
price of the Shares covered by the Options shall be proportionately adjusted by
the Board to reflect any stock dividend, stock split or share combination of
the Common Stock or any recapitalization of the Company. Subject to any
required action by the stockholders of the Company and Section 7 hereof,
in any merger, consolidation, reorganization, exchange of shares, liquidation
or dissolution, the Options shall pertain to the securities and other property,
if any, that a holder of the number of shares of Common Stock covered by the
Options would have been entitled to receive in connection with such event.


 


4

















 


IN WITNESS WHEREOF, the Company and the
Grantee have executed this Management Stock Option Agreement as of the date
first above written.


 


	
   

  	
  Graphic Packaging Corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  THE GRANTEE:

  
	
   

  	
   

  
	
   

  	
  [Grantee]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  



 


	
  Total Number of Shares

  
	
  of Common Stock for

  
	
  the Purchase of Which

  
	
  Options Have Been

  
	
  Granted:

  	
  [Options]

  



 


5