«Name»the end of the Performance Period (and not later than the third anniversary of the GrantDate), the results for the Performance Period shall be used to determined the overall number ofShares to be paid out.     In the case of a Change of Control occurring prior to December 31, 2013, the number of Sharesearned shall be determined based on assumed target performance for the Performance Period.     Any Performance RSUs earned will vest and become non-forfeitable on the earliest to occur ofthe following (the “Vesting Date”): (a) the third anniversary of the Grant Date, provided the Participant has continuedin the employment of the Company, its Affiliates, and/or its Subsidiaries through suchdate, or  (b) the occurrence of a Change of Control, provided the Participant has continuedin the employment of the Company, its Affiliates, and/or its Subsidiaries through suchdate, or  (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 Performance RSUs as of the date ofsuch termination (or as of the 60th day after the Participant’s Involuntary Termination,as applicable) and the Performance RSUs will be cancelled by the Company without furtherconsideration or any act or action by the Participant.     4. Settlement of Performance RSUs. The vested Performance RSUs shall convert toShares of the Company’s common stock, 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 Performance RSUs may not be sold, transferred, pledged,assigned or otherwise alienated or hypothecated (a “Transfer”) other than by will or by the laws ofdescent and distribution, except as provided in the Plan. The designation of a beneficiary shallnot constitute a Transfer.     6. Limitation of Rights. The Performance 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 Performance RSUs.Upon conversion of the Performance RSUs into Shares, the Participant will obtain full voting andother rights as a shareholder 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.
2

 
«Name»     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 settlement of the Performance RSUs. With respect towithholding required upon any taxable event arising as a result of the Performance RSUs, theemployer will satisfy the tax withholding requirement by withholding Shares having a Fair MarketValue as of the date that the amount of tax to be withheld is to be determined as nearly equal aspossible to (but no more than) the total minimum statutory tax required to be withheld. Theobligations of the Company under this Agreement to payout the Performance RSUs will be conditionalon such payment or arrangements, and the Company, and, where applicable, its Affiliates orSubsidiaries will, to the extent permitted by law, have the right to deduct any such taxes from anypayment of any kind otherwise due to the Participant.     9. 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 binding upon the Participant. In the event of any actual or allegedconflict between the provisions of the Plan and the provisions of this Agreement, the provisions ofthe Plan shall be controlling and determinative (except for any definitions of terms which arespecifically set forth herein). Any conflict between this Agreement and the terms of a writtenemployment agreement with the Participant shall be decided in favor of the provisions of thisAgreement.     10. 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.     11. 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.     12. 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.
3

 
«Name»     IN WITNESS WHEREOF, the parties have executed this Agreement, effective as of the Grant Dateset forth below.      **Graphic Packaging Holding Company**