Exhibit 10.12


 


RESTRICTED
UNIT AGREEMENT


 


This RESTRICTED UNIT AGREEMENT, dated as of
August 8, 2003 (the “Award”),
is between Riverwood Holding, Inc., a Delaware corporation (the “Company”), and the Grantee whose name
appears on the signature page hereof (the “Grantee”)
under the terms of the Graphic Packaging International Corporation Executive
Employment Agreement (the “Employment
Agreement”) and the 2003 Riverwood Holding, Inc. Long-Term
Incentive Plan (the “Plan”).
Capitalized terms used in this Award and not otherwise defined herein have the
meaning given in the Employment Agreement. If any provision of this Award
(other than Sections 2 and 5) 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.  Grant of
Restricted Units.  Effective
as of the date of the consummation of the merger (the “Effective Date”), the Company hereby
evidences and confirms its award to the Grantee of the number of Restricted
Units set forth on the signature page hereof, which represent the Company’s
contractual obligation to deliver shares of Common Stock (the “Shares”) to the Grantee upon the terms set
forth herein. As of the Effective Date, the Grantee shall have no rights with
respect to the shares of restricted stock in Graphic Packaging International
Corporation that were awarded to the Executive and set forth on Schedule A
of the Employment Agreement.


 


2.  Vesting of Restricted Units.  The Restricted Units shall vest 33 1/3%  on
each of the first three anniversaries of the Effective Date, subject to the
Executive’s continuous employment with the Company of one of its affiliates
from the Effective Date through each such vesting date, provided that the Restricted Units shall
become fully vested upon the first to occur of (i) the termination of the Executive’s employment by the
Company without Cause, due to Death or Disability, due to retirement, or if the
Executive terminates employment for Good Reason, and (ii) the occurrence of a Change of Control.
If the Executive’s employment terminates after the first or second anniversary
of the Effective Date for reasons other than provided in clause (i) or
(ii) of the preceding sentence, he shall retain the right to any
Restricted Units that have become vested and nonforfeitable, subject to
Section 3, which shall be payable pursuant to Section 5.


 


3.  Forfeiture.  If the Executive’s employment is terminated
for Cause on or before the date on which any Restricted Units have become
payable pursuant to Section 5, such Restricted Units awarded to the
Executive shall be canceled and the Executive shall forfeit all rights to the
Restricted Units and any Shares issuable for such Restricted Units.


 


4.  Dividend Equivalents.  If the Company pays any cash dividend on the
Common Stock before the shares underlying the Restricted Units are delivered to
the Grantee pursuant to Section 5, the Grantee will be credited on the
record date established for such dividend with a number of Restricted Units
equal to the greatest whole number which may be obtained by dividing (i) the value of such dividend by (ii) the Fair Market Value of a Share on
such date. Any such additional Restricted Units shall become vested and
nonforfeitable, if at all, on the same terms and conditions as are applicable
in respect of the Restricted Units.


 


5.  Delivery of Shares Underlying Vested
Restricted Units.  Shares
underlying vested Restricted Units shall be delivered on the earlier of (i) the third anniversary of the Effective
Date, (ii) termination of the
Executive’s employment by the Company without Cause, due to Death or
Disability, due to retirement, or if the Executive terminates employment for
Good Reason, and (iii) the
occurrence of a Change of Control.


 


6.  Representations and Warranties.


 


(a)    Investment Intention. The Grantee
represents and warrants that the Restricted Units have been, and any 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


 

















 


further
understands, acknowledges and agrees that none of the Restricted Units may be
transferred, sold, pledged, hypothecated or otherwise disposed of except to the
extent expressly permitted hereby.


 


(b)   Ability to Bear Risk. The Grantee
represents and warrants that (i)
the financial situation of the Grantee is such that the Grantee can afford to
bear the economic risk of holding the Restricted Units and Shares for an
indefinite period and (ii) the
Grantee can afford to suffer the complete loss of the Grantee’s investment in
the Restricted Units and Shares.


 


7.     Miscellaneous.


 


(a)    Tax Withholding. Whenever Shares or other
property are to be distributed in respect to any Restricted Units awarded
hereunder, the Company shall have the power to withhold, or require the Grantee
to remit to the Company, an amount sufficient to satisfy United States Federal,
state, local and non-U.S. withholding tax requirements, including but not
limited to income, social security and employment taxes, relating to such
issuance, and the Company may defer issuance of such Shares or other property
until such requirements are satisfied. The Board may, in its discretion, permit
the Grantee to elect, subject to such conditions as the Board shall impose, to
satisfy his withholding obligation hereunder with Shares or any other property
issuable hereunder. Notwithstanding the foregoing, in the event Shares are to
be distributed pursuant to (i)
the Company’s termination of the Executive’s employment without Cause, due to
Death or Disability, due to retirement, or (ii)
the Executive’s termination of employment for Good Reason or (iii) the occurrence of a Change of
Control, the Company shall withhold from the number of Shares otherwise
deliverable enough Shares (based on the Fair Market Value at the time of
distribution) to satisfy income and employment tax withholding requirements
with respect to such distribution and delivery.


 


(b)   Nonassignability. The Restricted Units
granted hereby are not assignable or transferable, in whole or in part, and 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.


 


(c)    No Rights as a Stockholder. Neither the
Grantee nor any person or persons to whom the Grantee’s rights under this Award
shall have passed by will or by the laws of descent and distribution, as the
case may be, shall have any voting, dividend or other rights or privileges as a
stockholder of the Company with respect to any Shares corresponding to the
Restricted Units granted hereby unless and until a certificate for Shares is
issued in respect thereof.


 


(d)   No Right to Continued Employment. Nothing
in the Employment Agreement or this Award 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 Employment Agreement, the
Plan (and any rules and regulations issued thereunder) and this Award. Any
determination or interpretation by the Board under or pursuant to this Award
shall be final and binding and conclusive on all persons affected hereby.


 


(f)    Binding Effect; Benefits. This Award shall
be binding upon and inure to the benefit of the Company and the Grantee and
their respective successors and assigns. Nothing in this Award, 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.


 


(g)   Amendment. This Award may not be altered,
modified, or amended except by a written instrument signed by the Company and
the Grantee.


 


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(h)   Severability. In the event that any one or
more of the provisions of this Award 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 to be given under this Award shall be given
in the manner prescribed in the Employment Agreement.


 


(j)     Sections and Other Headings. The section
and other headings contained in this Award are for reference purposes only and
shall not affect the meaning or interpretation of this Award.


 


(k)    Governing Law. This Award 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.


 


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IN WITNESS WHEREOF, the Company and the
Grantee have executed this Award as of the date first above written.


 


	
   

  	
  Riverwood Holding, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  THE GRANTEE:

  
	
   

  	
   

  



 


Number of Restricted Units


 


4