Exhibit 10.14


 


RESTRICTED UNIT AGREEMENT


 


This
RESTRICTED UNIT AGREEMENT, dated as of
[               ]
(the “Restricted Unit Agreement”),
is between Graphic Packaging Corporation, a Delaware corporation (formerly
Riverwood Holding, Inc.) (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
Restricted Unit Agreement and not otherwise defined herein have the meaning
given in the Plan. If any provision of this Restricted Unit 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.  Grant of
Restricted Units.  Effective
as of the date hereof, 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.


 


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 Grantee’s continuous employment with the Company or one of its
affiliates from the Effective Date through each such vesting date, provided that upon the occurrence of a
Change of Control, the Restricted Units shall become fully vested. If the
Grantee’s employment terminates by a Qualifying Termination of Employment prior
to the third anniversary of the Effective Date, a fraction of those unvested
Restricted Units that would have vested on the next vesting date following the
Qualifying Termination of Employment had the Grantee remained employed through
such vesting date, the numerator of which is the number of days between the
most recently passed vesting date and the date on which Grantee’s employment
terminates and the denominator of which is 365, shall vest. If the Grantee’s
employment terminates after the first or second anniversary of the Effective
Date other than by a Qualifying Termination of Employment, 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 Grantee’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 Grantee
shall be canceled and the Grantee 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)
a Qualifying Termination of Employment, 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 Grantee’s employment without Cause, due to death
or Disability, due to retirement, or (ii)
the Grantee’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 Restricted Unit Agreement 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 this Restricted Unit
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 Restricted Unit
Agreement. Any determination or interpretation by the Board under or pursuant
to this Restricted Unit 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 Restricted Unit 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 Restricted Unit Agreement shall be binding
upon and inure to the benefit of the Company and the Grantee and their
respective successors and assigns. Nothing in this Restricted Unit 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)           Amendment.
This Restricted Unit Agreement may not be altered, modified, or amended except
by a written instrument signed by the Company and the Grantee.


 


(i)            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.


 


(j)            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

  



 


(k)           Governing
Law. This Restricted Unit 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.


 


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


 


(m)          Counterparts.
This Restricted Unit 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.


 


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


 


	
   

  	
  GRAPHIC PACKAGING CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  THE GRANTEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name: [Grantee]

  
	
   

  	
   

  
	
  Number of Restricted Units

  	
  [Restricted Units]

  



 


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