Exhibit 10.17


 


MANAGEMENT
STOCK OPTION AGREEMENT


 


This MANAGEMENT STOCK OPTION AGREEMENT, dated as of August 8, 2003
(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”) and the Second
Amended and Restated Employment Agreement dated as of March 24, 2003 among
Riverwood International Corporation (renamed Graphic Packaging
International, Inc.), the Riverwood Holding, Inc. (renamed Graphic
Packaging Corporation) and Grantee (the “Employment
Agreement”). Capitalized terms used in this Management Stock Option
Agreement and not otherwise defined herein have the meaning given in the Plan
or the Employment Agreement. 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 $6.57 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, provided that, if on or
prior to the third anniversary of the Effective Date, (x) the Grantee’s
employment is terminated by reason of a Qualifying Termination of Employment or
(y) the CD&R Fund and, if applicable, its Affiliates effect a sale or
other disposition of all of the Common Stock then held by the CD&R Fund to
one or more persons other than any person who is a general or limited partner
or Affiliate of the CD&R Fund and (ii) thereafter, either the
Grantee’s employment is terminated by the Company other than for Cause or the
Grantee’s employment is terminated by the Grantee for Good Reason, all Options
held by the Grantee as of the effective date of such Qualifying Termination of
Employment or termination under the foregoing clause (y)(ii).


 


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 until the earlier of (a) the twelve-month anniversary of
the date of such termination of employment and (b) the Normal Termination Date. 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 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)           Timing
of Option Cancellation Payments; Discretionary Acceleration.
Notwithstanding the provisions of the preceding paragraph (a), the Board
(as constituted immediately prior to the Change in Control) may determine, in
its discretion, to accelerate the exercisability or cause the cancellation and
payment, calculated as provided in Section 7(a), in respect of all or any
Options prior to a Change in Control that occurs after the third anniversary of
the Effective Date. The cash payments described in paragraph (a) above
shall be payable in full, as soon as reasonably practicable, but in no event
later than, 30 days following the Change in Control.


 


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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.


 


 


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(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.


 


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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:

  	
  /s/ Wayne E. Juby

  	
   

  
	
   

  	
   

  	
  Name: Wayne E. Juby

  	
   

  
	
   

  	
   

  	
  Title: Senior Vice President, Human Resources

  
	
   

  	
   

  	
   

  
	
   

  	
  THE GRANTEE:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Stephen M. Humphrey

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen M. Humphrey

  	
   

  
	
   

  	
   

  	
  Name: Stephen M. Humphrey

  	
   

  



 


	
  Total Number of Shares of Common Stock for the Purchase of Which
  Options Have Been Granted:

  	
   

  	
  228,150

  



 


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