«Name» (c) as to the Pro-Rata Amount only, the termination of the Participant’s employmentdue to death, Disability or Retirement, or  (d) as to the Pro-Rata Amount only, on the 60th day after theParticipant’s Involuntary Termination; provided that the Participant shall haveexecuted a separation agreement including a release of claims in a form satisfactory tothe Company and the release shall have become irrevocable within such 60-day period.If the Participant’s employment with the Company or an Affiliate or Subsidiary terminates prior tothe Vesting Date for any reason other than as described above (or in the case of the Participant’sInvoluntary Termination, if the Participant fails to execute or revokes a release of claims in aform satisfactory to the Company within the applicable 60-day period), the Participant shallforfeit all right, title and interest in and to the unvested RSUs as of the date of suchtermination (or as of the 60th day after the Participant’s Involuntary Termination, asapplicable) and the RSUs will be cancelled by the Company without further consideration or any actor action by the Participant.     4. Settlement of RSUs. The vested RSUs shall convert to Shares of the Company’scommon stock, on a one-for one basis, on the earlier of (i) the date of a Change of Control or(ii) the third anniversary of the Grant Date (as applicable, the “Conversion Date”). TheParticipant shall become the owner of the Shares of Company common stock as of the Conversion Date,net of Shares withheld for taxes as provided in Section 8 below.     5. Nontransferability. The RSUs may not be sold, transferred, pledged, assigned orotherwise alienated or hypothecated (a “Transfer”) other than by will or by the laws of descent anddistribution, except as provided in the Plan. The designation of a beneficiary shall notconstitute a Transfer.     6. Limitation of Rights. The RSUs do not confer to the Participant or theParticipant’s beneficiary, executors or administrators any rights of a shareholder of the Companyunless and until Shares are in fact issued to such person in connection with the RSUs. Uponconversion of the RSUs into Shares, the Participant will obtain full voting and other rights as ashareholder of the Company.     7. Continuation of Employment. Nothing in this Agreement shall interfere with orlimit in any way the right of the Company or any Affiliate or Subsidiary to terminate theParticipant’s employment at any time, nor confer upon the Participant any right to continue inemployment of the Company or any Affiliate or Subsidiary.     8. Payment of Taxes. The Company or any Affiliate or Subsidiary employing theParticipant has the authority and the right to deduct or withhold, or require the Participant toremit to the employer, an amount sufficient to satisfy federal, state, and local taxes (includingthe Participant’s FICA obligation) required by law to be withheld with respect to any taxable eventarising as a result of the vesting or conversion of the RSUs. With respect to withholding requiredupon any taxable event arising as a result of the RSUs, the employer will satisfy the taxwithholding requirement by withholding Shares having a Fair Market Value as of the date that theamount of tax to be withheld is to be determined as nearly equal as possible to (but no more than)the total minimum statutory tax required to be withheld. The obligations of the Company under thisAgreement to payout the RSUs will be conditional on such payment or arrangements, and the Company,and, where applicable, its Affiliates or Subsidiaries will, to the extent permitted by law, havethe right to deduct any such taxes from any payment of any kind otherwise due to the Participant.
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«Name»     9. Participant Obligations. (a) Non-Competition. During the period of Participant’s employment withCompany or its subsidiaries and for one year following the date of termination ofParticipant’s employment, Participant shall not, directly or indirectly, becomeemployed or serve as a consultant performing the same or similar job duties asParticipant performed for the Company or its subsidiaries at the time of termination ofParticipant’s employment with any of the following competitors, or any of their currentsubsidiaries or successors:    [List of Competitors Inserted Here]  (b) Non-Solicitation of Employees. For one year following the date oftermination of employment, Participant shall not, directly or indirectly, for his/herown account or for the account of any natural person, firm, partnership, limitedliability company, association, corporation, company, trust, business trust,governmental authority or other entity anywhere in the United States, solicit foremployment, employ or otherwise interfere with the relationship of Company or itssubsidiaries with, any person who at any time during the six months preceding suchsolicitation, employment or interference is or was employed by or otherwise engaged toperform services for Company or its subsidiaries, other than any such solicitation oremployment during Participant’s employment with Company or its subsidiaries on behalfof Company or its subsidiaries.  (c) Non-Solicitation of Customers. For one year following the date oftermination of employment, Participant shall not, directly or indirectly, for his/herown account or for the account of any natural person, firm, partnership, limitedliability company, association, corporation, company, trust, business trust,governmental authority or other entity anywhere in the United States, solicit orotherwise attempt to establish any business relationship for purposes of engaging inthe manufacture, sales or converting of paperboard and paperboard packaging with anyPerson who is or was a customer, client or distributor of Company or its subsidiaries,or any affiliates of such customer, client or distributor, with whom Participant hadmaterial contact during the last year of Participant’s employment with Company or itssubsidiaries.  (d) Equitable Relief. Participant acknowledges and agrees that thecovenants, obligations and agreements of Participant contained in this section 9 relateto special, unique and extraordinary matters and that a violation of any of the termsof such covenants, obligations or agreements will cause Company irreparable injury forwhich adequate remedies are not available at law. Therefore, Participant agrees thatCompany shall be entitled to an injunction, restraining order or such other equitablerelief (without the requirement to post bond) as a court of competent jurisdiction maydeem necessary or appropriate to restrain Participant from committing any violation ofsuch covenants, obligations or agreements. These injunctive remedies are cumulativeand in addition to any other rights and remedies Company may have.     10. Plan Controls. This Agreement and the Participant’s rights hereunder are subjectto all the terms and conditions of the Plan, as the same may be amended from time to time, as wellas to such rules and regulations as the Committee may adopt for administration of the Plan. It isexpressly understood that the Committee is authorized to administer, construe, and make alldeterminations necessary or appropriate to the administration of the Plan and this Agreement, allof which shall be final and bindingupon the Participant. In the event of any actual or alleged conflict between the provisionsof the Plan and
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«Name»the provisions of this Agreement, the provisions of the Plan shall be controllingand determinative (except for any definitions of terms which are specifically set forth herein).Any conflict between this Agreement and the terms of a written employment agreement with theParticipant shall be decided in favor of the provisions of this Agreement.     11. Amendment. Subject to the terms of the Plan, this Agreement may be modified oramended by the Committee; provided that no such amendment shall materially adversely affect therights of the Participant hereunder without the consent of the Participant. The waiver by theCompany of breach of any provision of this Agreement by the Participant shall not operate or beconstrued as a waiver of any subsequent breach by the Participant. Notwithstanding the foregoing,the Committee shall have unilateral authority to amend the Plan and the Agreement without theParticipant’s consent to the extent necessary to comply with applicable law or changes toapplicable law (including, but not limited to, Code Section 409A) and related regulations or otherguidance and federal securities laws.     12. Severability. The provisions of this Agreement are severable and if any one ormore provisions are determined to be illegal or otherwise unenforceable, in whole or in part, theremaining provisions shall nevertheless be binding and enforceable.     13. Applicable Laws and Consent to Jurisdiction. The validity, construction,interpretation, and enforceability of this Agreement shall be determined and governed by the lawsof the state of Delaware without giving effect to the principles of conflicts of law.(signatures on following page)
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«Name»     IN WITNESS WHEREOF, the parties have executed this Agreement, effective as of the GrantDate set forth below.      **Graphic Packaging Holding Company**