Exhibit
10.19


 


EMPLOYMENT AGREEMENT


 


This
EMPLOYMENT AGREEMENT is entered into as of September 8, 2003 by and among
Graphic Packaging International, Inc., a Delaware corporation (“Employer”),
Graphic Packaging Corporation, a Delaware corporation (“GPC”) and John T.
Baldwin (“Executive”).


 


W I T N E S S E T H :


 


WHEREAS,
Employer desires to employ Executive as its Senior Vice President and Chief
Financial Officer 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 September 8, 2003 and ending on the
third anniversary of September 8, 2003 (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, unless Employer, at least
180 days prior to the expiration of the Initial Term or such Additional
Term, shall give written notice (a ”Non-Extension Notice”) to
Executive of its intention not to extend the Employment Period (as defined
below) hereunder, provided that a Non-Extension Notice shall
not constitute a notice to Executive of the termination of his employment
by Employer unless such notice specifically provides for such termination of
employment and the specific date thereof. 
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 Senior Vice President and Chief
Financial 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 report to the Company’s
President and Chief Executive Officer. 
Executive shall devote all of his skill, knowledge and working time
(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 financial matters) to the conscientious performance of the duties and
responsibilities of such position.  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.


 


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 $350,000, payable in
installments on Employer’s regular payroll dates, and, in the event that
Executive’s employment hereunder is terminated by death, for the remainder of
the pay period in which death occurs and for one month thereafter.  Employer’s Board shall review Executive’s
base salary annually during the period of his employment hereunder and, in its
sole discretion, Employer’s Board may increase (but may not decrease) such base
salary from time to time 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. 
(The annual base salary


 


2

















 


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 Board or a committee thereof.  For 2003, Executive’s actual annual bonus shall not be less than
$100,000.  For 2004, Executive’s
aggregate annual target bonus opportunity shall be 70% 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 the perquisites set forth on Schedule I hereto.


 


(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, (1) for the period beginning on the date hereof and
ending on December 31, 2003, two weeks of vacation and (2) beginning in 2004, a
number of weeks of paid vacation on an annualized basis, without carryover accumulation,
equal to the greater of (i) four weeks


 


3

















 


and (ii) the number of weeks of paid
vacation per year applicable to senior executives of Employer in accordance
with its vacation policy as in effect from time to time.


 


(d)           
Relocation.  Employer shall
reimburse Executive for reasonable and customary relocation expenses incurred
by him in connection with his move to the Atlanta, GA, area upon submission of
evidence, satisfactory to Employer, of the incurrence and purpose of such
expenses and otherwise in accordance with Employer’s relocation policy
applicable to its senior executives as in effect from time to time.


 


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(f)(ii).  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 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 (as defined below) by Employer, provided
that 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 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.  “Cause” shall mean (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 or under any option agreement or other incentive award agreement,
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


 


4

















 


Employer or any of its Affiliates or (iii) Executive’s
conviction of, or entering a plea of guilty or nolo  contendere
to, a crime that constitutes a felony.


 


(c)           Termination
Without Cause.  A termination
“Without Cause” shall mean a termination of employment by Employer other
than due to Disability as described in Section 7(a) or for Cause as
described in 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 are
significantly different from, and that result in a substantial diminution
of, the duties that he is to assume on the date hereof, (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 by GPC of any of its
obligations under any option agreement or other incentive award agreement or (v) delivery
to Executive of a Non-Extension Notice, provided that, in the
case of any of clauses (i), (iii) or (iv), within 30 days
following the occurrence of any of the events set forth therein, Executive
shall have delivered 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
employment for Good Reason, and Employer or GPC, as the case may be, shall not
have cured such circumstances 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 Upon Certain Terminations.


 


(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 (or, following his death, to
Executive’s beneficiaries):


 


(A)          his Base Salary, which
shall be payable in installments on Employer’s regular payroll dates, for the
period  (the “Severance Period”)
beginning on the Date of Termination (as defined below) and ending on the later


 


5

















 


to occur of (i) the last day of the Initial Term or,
if applicable, the then current Additional Term and (ii) the first anniversary
of the Date of Termination, 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 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 Executive is employed by Employer during the
calendar year in which the Date of Termination occurs and the denominator of
which is equal to, (i) if the Date of Termination occurs in 2003, 115, and (ii)
if the Date of Termination occurs in a year other than 2003, 365 (such product,
the “Pro Rata Bonus”), less


 


(C)           the amount, if any,
paid or payable to Executive under the terms of any severance plan, policy,
program or practice of GPC, Employer or any of their respective Affiliates
applicable to Executive, as in effect on the Date of Termination;


 


provided
that Employer may, at any time, pay to Executive, in a single lump sum and
in satisfaction of Employer’s obligations under clauses (A) and (B)
of this Section 7(f)(i), an amount equal to (x) the
installments of the Base Salary then remaining to be paid to Executive pursuant
to clause (A) above, and the amount, if any, then remaining to be paid to
Executive pursuant to clause (B) above, less (y) the
amount, if any, remaining to be paid to Executive pursuant to any plan, policy,
program or practice identified under clause (C) above.


 


If
Executive’s employment shall terminate and he is entitled to receive continued
payments of his Base Salary under clause (A) of this Section 7(f)(i),
Employer shall (x) continue to provide to Executive during the
Severance Period 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 the
lesser of (i) $25,000 and (ii) 20% of Executive’s Base Salary.


 


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 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.


 


(ii)           If Executive’s
employment shall terminate upon his death or Disability or if Employer shall
terminate Executive’s employment for Cause or Executive shall


 


6

















 


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, if, as of the Date of
Termination, Employer has achieved the pro rated performance objectives for
such calendar year (determined as provided in Section 7(f)(i)), the Pro
Rata Bonus for the portion of the calendar year preceding Executive’s Date of
Termination (exclusive of any time between the onset of a physical or
mental disability that prevents the performance by Executive of his duties
hereunder and the resulting Date of Termination); 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, as provided
in Section 3.


 


(iii)          Except as specifically
set forth in this Section 7(f), no benefits payable to Executive under any
otherwise applicable plan, policy, program or practice of Employer shall be
limited by this Section 7(f), provided that (x) Executive
shall not be entitled to receive any payments or benefits under any such plan,
policy, program or practice providing any bonus or incentive compensation (and
the provisions of this Section 7(f) shall supersede the provisions of any
such plan, policy, program or practice), and (y) the amount, if
any, paid or payable to Executive under the terms of any such plan, policy,
program or practice relating to severance shall reduce the amounts payable
under Section 7(f)(i) as provided in clause (C) thereof.


 


(g)           Date
of Termination.  As used in this
Agreement, the term “Date of Termination” shall mean (i) if
Executive’s employment is terminated by his death, the date of his death, (ii) 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, and (iii) 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.


 


(h)           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.


 


8              Unauthorized
Disclosure.  During the period of
Executive’s employment with Employer and the ten-year period following any
termination of such employment, without the prior written consent of Employer’s
Board or its authorized representative, 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’s Board prior to responding to any such order or subpoena, and
except as required in the performance of his duties hereunder, Executive


 


7

















 


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, following any termination thereof, the period ending on the
later of (a) the first anniversary of the Date of Termination and (b) the
last day of the Severance Period, Executive shall not, directly or indirectly,
become employed in a similar executive capacity by, engage in business with,
serve as an agent or consultant to, or become a partner, member, principal
or stockholder (other than a holder of less than 1% of the outstanding
voting shares of any publicly held company) of, The Mead Corporation, any of
its subsidiaries or any other current or future direct competitor (or any of
such direct competitor’s subsidiaries or affiliates) in the paperboard and
paperboard packaging business of GPC, Employer or any of their respective
subsidiaries, as determined in good faith by Employer’s Board.  For purposes of this Section 9, the
phrase employment “in a similar executive capacity” shall mean employment in
any position in connection with which Executive has or reasonably would be
viewed as having powers and authorities with respect to any other Person or any
part of the business thereof that are substantially similar, with respect
thereto, to the powers and authorities assigned to the Senior Vice President,
Chief Financial Officer or any superior executive officer of Employer in the By-Laws
of Employer as in effect on the date hereof, a copy of the relevant
portions of which has been delivered to Executive on or before the date hereof,
and which Executive hereby confirms that he has reviewed.


 


10            Non-Solicitation
of Employees. During the period of Executive’s employment with Employer
and, following any termination thereof, the period ending on the last day of
the Severance Period (such periods collectively, the “Restriction Period”),
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, (i) 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 respective subsidiaries, other than


 


8

















 


any such solicitation or employment during Executive’s
employment with GPC and Employer on behalf of GPC, and Employer, or (ii) induce
any employee of GPC, Employer or any of their respective Affiliates who is
a member of management to engage in any activity which Executive is
prohibited from engaging in under any of Sections 8, 9, 10 or 11 or
to terminate his employment with Employer.


 


11            Non-Solicitation
of Customers.  During the
Restriction Period, 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 of
a nature that is competitive with the paperboard and paperboard packaging
business of GPC, Employer or any of their respective subsidiaries, as
determined in good faith by Employer’s Board with any Person who is or was
a customer, client or distributor of GPC, Employer or any of their
respective Affiliates at any time during which Executive was employed by
Employer (in the case of any such activity during such time) or during the
twelve-month period preceding the Date of Termination (in the case of any such
activity after the Date of Termination), other than any such solicitation on
behalf of GPC, Employer or any of their respective Affiliates during
Executive’s employment with 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 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 documents or data that he 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 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.  Any disputes as to the personal or non-personal nature of any
such documents or data shall first be presented to the Chairman of Employer’s
Board or to another representative designated by Employer’s Board, and if such
disputes are not promptly resolved by Executive and the Chairman or such
representative, such disputes shall be resolved through arbitration pursuant to
Section 17(b).


 


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


 


9

















 


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 exclusive jurisdiction of the courts of the
State of New York and the Federal courts of the United States of America,
in each case located in New York City, 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 agree that (a) the sole
and exclusive appropriate venue for any suit or proceeding relating solely to
such injunctive relief shall be in such a court, (b) all
claims with respect to any request or application for such injunctive relief
shall be heard and determined exclusively in such a court, (c) any
such court shall have exclusive jurisdiction over the person of such parties
and over the subject matter of any dispute relating to any request or
application for such injunctive relief, and (d) each hereby waives
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
(including the Exhibit hereto) 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


 


10

















 


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 and Employer or any predecessor thereto or Affiliate
thereof) are merged herein and superseded hereby.


 


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


 


11

















 


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.


 


(c)           Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of New York
without reference to principles of conflicts of laws, provided that the
indemnification provisions contained in Section 16 shall be governed by
and construed in accordance with the laws of 
the State of Delaware.


 


(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):


 


 


 


12

















 


(A)          If to Employer, to it
at:


 


Graphic Packaging International Corporation


814 Livingston Court


Marietta, Georgia  30067


Attention:  General Counsel


 


(B)           if to GPC, to it at:


 


c/o Graphic Packaging International
Corporation


814 Livingston Court


Marietta, Georgia  30339


Attention:  General Counsel


 


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


 


Copies of any
notices or other communications given under this Agreement shall also be given
to:


 


Clayton, Dubilier & Rice, Inc.


375 Park Avenue


New York, New York  10152


Attention:  Mr. Kevin J. Conway


 


and


 


Debevoise & Plimpton


919 Third Avenue


New York, New York  10022


Attention:  Franci J. Blassberg, Esq.


 


13

















 


(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 or it
is a party or by which he or it or his or its properties or assets may be
bound.


 


(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.


 


14

















 


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 INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/ Wayne E. Juby

  	
   

  
	
   

  	
  Name:  Wayne E. Juby

  
	
   

  	
  Title:  Senior VP, Human
  Resources

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GRAPHIC PACKAGING CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/ Wayne E. Juby

  	
   

  
	
   

  	
  Name:  Wayne E. Juby

  
	
   

  	
  Title:  Senior VP, Human
  Resources

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Executive:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
       /s/ John T. Baldwin

  	
   

  
					



 


15

















 


Schedule I


 


Perquisites


 


1              Annual
executive physical.


 


2                                          Reimbursement
up to $1,000 annually for expenses relating to income tax preparation plus
additional fees if incurred on account of job-related circumstances and the
cost of representation by return preparer during any audit.


 


3                                          Reimbursement
for expenses incurred for financial and estate planning services of up to
$5,000 for expenses incurred in the first calendar year services are utilized
and up to $2,500 for expenses incurred in calendar years thereafter.


 


4                                          Reimbursement
for initiation fees (“grossed up” for federal and state income taxes) and dues
for one luncheon or city club.


 


5                                          After
completing one year of service, and subject to the advance approval of the
President and CEO, reimbursement for initiation fees (“grossed up” for federal
and state income taxes) and dues for one country club.


 


16