Exhibit 10.32
 M anagement  I ncentive  P lan




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Section #
    
    Subject
    
    Page #I
    
    Plan Purpose
    
    3II
    
    Financial Performance
    
    3-4III
    
    Award Determination and Approval
    
    4IV
    
    Individual Performance Factors
    
    4-5V
    
    Currency
    
    5VI
    
    Participation Level and New Participants
    
    5VII
    
    Revisions to Plan
    
    5-6VIII
    
    Form and Timing of Awards
    
    6IX
    
    Employees on Leave
    
    6X
    
    Termination, Death or Disability
    
    6-7XI
    
    Other Plan Design Considerations
    
    7-8




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I.
    
    PLAN PURPOSE:The purpose of the Management Incentive Plan (the Plan) is to offer a short-term incentive
award opportunity for key managers (Participants) who make significant contributions to
the growth and profitability of Graphic Packaging Holding Company (together with its
subsidiaries, the Company) and who demonstrate the loyalty and performance that the
Company desires to encourage. The Plan is designed to emphasize managements commitment to
financial success and to the Companys ultimate purpose of delivering a superior return on
the investment of its shareholders. Each Plan Year for the Plan is January 1st
to December 31st.II.
    
    FINANCIAL PERFORMANCE:The amounts of any awards under the Plan are substantially
financially-driven and will be based in large part on the results of the
Company as a whole and/or any subsidiary, affiliate or business unit of the
Company, or a combination of these results. One or a combination of the
following performance measures will be used to measure such results:
 
    
    Net earnings or net income (before or after taxes)
    
    Earnings per share
    
    Net sales growth
    
    Net operating profit
    
    Return measures (including, but not limited to, return on assets, capital, equity
or sales)
    
    Cash flow (including, but not limited to, operating cash flow, free cash flow,
and cash flow return on capital)
    
    Earnings before or after taxes, interest, depreciation and/or amortization
    
    Gross or operating margins
    
    Productivity ratios
    
    Share price (including, but not limited to, growth measures and total shareholder
return)
    
    Expense targets
    
    Margins
    
    Operating efficiency
    
    Customer satisfaction
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
    
    Working capital targets
    
    EVA® (Economic Value Added).
 Focusing on these financial results reinforces managements essential obligation to the
shareholders to do everything possible to achieve the best result in Company performance.
It also promotes cooperation and teamwork across the Companys global business operations
and support functions.Each Participants incentive award opportunity for any given Plan Year is based on the
specific corporate performance measures established during the annual operating plan
approval process, and approved by the Companys Compensation and Benefits Committee and the
Board of Directors, for that Plan Year.III.
    
    AWARD DETERMINATION AND APPROVAL:The Plan is specifically designed to create substantial incentive
opportunity for the achievement of the Companys most important
financial goals and for continued service and sustained effort
through the date of payment of any award (the Payment Date). After
the conclusion of a Plan Year, the President and CEO will make a
recommendation to the Compensation and Benefits Committee and Board
of Directors of Graphic Packaging Holding Company regarding the
payout under the Plan. This recommendation will be based upon the
President and CEOs assessment of the degree to which the Company
achieved the performance measures applicable to that Plan Year and
the degree to which each Participant contributed to that achievement.
The Companys Compensation and Benefits Committee will then make a
recommendation to the full Board of Directors regarding the payout
under the Plan. The full Board of Directors must approve all payments
under the Plan.IV.
    
    INDIVIDUAL PERFORMANCE FACTORS:Award opportunities (before individual performance factors) range
from 0% to 200% of an individuals target award. The individual
performance factors can adjust a Participants target award by up to
25%, either up or down. All adjustments to calculated awards based
on individual performance factors are recommended by the
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President and CEO and approved by the Compensation and Benefits Committee and the full Board
of Directors.Participants must maintain at least a successful performance rating throughout a Plan Year
to be eligible for payment of an award regardless of corporate performance. Sustained
performance problems may result in permanent disqualification of participation in the Plan.
 V.
    
    CURRENCY:
 All financial results will be stated on a U.S. dollar reporting basis for purposes of
determining actual performance against the applicable performance measures for any given
Plan Year.
 VI.
    
    PARTICIPATION LEVEL AND NEW PARTICIPANTS:Participation level is defined as the target incentive award opportunity provided to Participants under the Plan. Each
Participants approved participation level is determined and communicated annually. The target incentive award opportunity
is expressed as a percentage of a Participants base salary actually earned during any given Plan Year.For Participants whose participation level changes during the 1st quarter of a Plan Year, the change will
become effective retroactive to the first day of that Plan Year. If the change occurs in the 4th quarter of a
Plan Year, it will take effect on January 1st of the following Plan Year. Changes occurring in the
2nd or 3rd quarters of a Plan Year will result in any awards earned being calculated on a strictly
prorated basis for the number of days assigned to each participation level during that Plan Year.New Participants shall have any awards earned strictly prorated by the number of days of participation in their first Plan
Year, except if hired during the 4th Quarter. In this event, their participation will become effective the following Plan
Year.VII.
    
    REVISIONS TO PLAN:Revisions to applicable performance goals and results for any given Plan Year may be
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considered to recognize circumstances beyond the control of Participants. Such revisions
will be rare in practice and only respond to extraordinary and unforeseeable events. It is
understood that revisions may adjust for positive windfalls as well as negative shortfalls.
Revisions must be approved by the President and CEO of the Company, the Compensation and
Benefits Committee of the Board of Directors and the full Board of Directors.VIII.
    
    FORM AND TIMING OF AWARDS:All awards under the Plan will be paid in cash and in local
currency. Awards will be subject to all applicable social
insurance, income tax and other withholding requirements effective
at the time of payment.Awards paid to Participants in hyper-inflationary countries may be
monetarily corrected to adjust for currency devaluation between the
close of the plan year and the award payment date.All awards will be paid between January 2 and March 15 of the
calendar year following the close of each Plan Year.IX.
    
    EMPLOYEES ON LEAVE:Awards for employees on approved leave will be prorated to exclude the time away from work.
Approved leaves include: sick, personal, family medical, and military leaves of absence.X.
    
    TERMINATION, DEATH, OR DISABILITY:Awards for a given Plan Year, if any, will be paid only to Participants who are actually
employed on the Payment Date. A Participant whose employment terminates, whether by
resignation or by discharge, for any reason (or no reason) prior to the Payment Date shall
not earn or have any right to an award from the Plan for that Plan Year and shall not be
deemed to have earned or become vested in any such award, except for Participants (1) who
terminate employment due to death, disability, or retirement (retirement for this purpose
means an employee whose age on the effective date of termination is at least 55 and whose
combination of age and service on that date is equal to or greater than 65); or (2) who are
eligible for benefits under
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the Graphic Packaging International, Inc. Supplemental Unemployment Benefits Plan or the
Graphic Packaging International, Inc. Executive Severance Plan, and who sign and return (and
do not revoke) a Release under that Plan (Special Circumstance Participants). Under this
provision, Special Circumstance Participants may be paid a pro rata portion of any award
earned based on their date of termination, and all such prorated payments, if any, will be
made at the time and in the form received by all other Participants. Any executive who is
entitled to a payment in lieu of incentive compensation upon termination of employment under
an employment agreement shall not also be entitled to an award under the Plan for the year
in which termination takes place.XI.
    
    OTHER PLAN DESIGN CONSIDERATIONS:The Plan will be managed by each business unit executive and
administered by corporate compensation. All reported financial
results will be confirmed by the Companys Chief Financial Officer
upon completion of the annual report of independent accountants.
Communication of all awards will be provided by the business units
senior management only upon written confirmation of all required
approvals.No Participant shall have the right to anticipate, alienate, sell,
transfer, assign, pledge, or encumber his or her right to receive any
award payable under the Plan.No Participant shall have any lien on any assets of the Company by
reason of any award payable under the Plan.The Company specifically reserves the right to amend, modify, or
terminate the Plan at any time for any reason. Neither the Plan nor
any award under the Plan shall create any employment contract or imply
any relationship between the Company and any Participant, other than
employment terminable by either party at will.The terms of the Plan are governed by the laws of the State of Georgia
without regard to conflict of laws principles.
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The Plan design is dynamic and is reviewed annually by executive
management and the Companys Compensation and Benefits Committee to
insure that performance measures, their relative weighting and award
parameters address the Companys business strategy and its annual
financial objectives.Notwithstanding any language to the contrary elsewhere in this plan
document, the President and Chief Executive Officer reserves the right
to recommend to the Compensation and Benefits Committee and Board of
Directors of Graphic Packaging Holding Company to increase, decrease,
or eliminate any and all Plan awards, including but not limited to any
individual award, if, in the exercise of his business judgment, such
modifications would be in the best interest of the Company. The Board
of Directors of Graphic Packaging Holding Company shall have absolute
discretion in determining whether or not to issue an award to any
individual and in determining the amount of each award paid.
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