Exhibit 10.1


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GRAPHIC PACKAGING


EXECUTIVE INCENTIVE PLAN
































Amended and Restated


Effective February 1, 2002





Shareholder Approval Obtained: May 14, 2002








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GRAPHIC PACKAGING INTERNATIONAL CORPORATION


EXECUTIVE INCENTIVE PLAN





Effective January
1, 1996


(As Amended through February 1, 2002)





The name of this plan shall be the Graphic Packaging International Corporation Executive Incentive Plan (the Plan). The Plan replaces any previous annual and long-term cash incentive plans
used by Graphic Packaging International Corporation (f/k/a ACX Technologies, Inc.) (the Company) and its subsidiaries listed below in Section II. Eligible Participants. This plan is effective for fiscal years commencing on and after
January 1, 1996.





I.  PLAN INCLUDES:





A.  Cash bonuses based upon predetermined financial goals; and





B.  Annual grants of stock options.





II.  ELIGIBLE PARTICIPANTS:





The Companys executive officers, division
presidents and select officers.





III.  CASH BONUS OPPORTUNITY:





A.  Goals:





1.  Financial goals are approved at the beginning of each year by the Companys Compensation Committee (the Committee) of the
Board of Directors. Goal achievement determines the bonus amount. Each years participants, financial goals and other incentive compensation terms shall be set forth in writing by the Committee within ninety (90) days of the beginning of the
period of service to which the performance goal applies. For purposes of any short-term bonus, the writing shall be in the form of a Short Term Incentive Program (STIP) for the applicable year. For purposes of any long-term bonus, the writing shall
be in the form of a Long Term Incentive Program (LTIP) for the applicable year.





2.  The
Committee may select from one or more of the following financial measures in determining short term or long term financial goals: Cash Flow of the Company or of the applicable Business, as appropriate, Earnings Before Interest and Taxes
(EBIT), Earnings per Share, Operating Income, Ratio of Debt to EBITDA, Return on Capital, Return on Equity, Return on Invested Capital, or Return on Net Assets Employed. The performance goals shall be set forth as an objective formula or
standard, and the objective formula or standard will reclude discretion to increase the amount of compensation payable on attainment of the performance goal, all as required by Treas. Reg. 1.162-27(e)(2)(ii) and (iii). Definitions are in Section F
below.





3.  For short-term incentive compensation, the financial goals are set each year
at target, the expected performance level and a minimum performance level (threshold).




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B.  Short Term Bonus Awards:





1.  Potential short term bonus awards, as a percent of annual salary, are the same for all participants (except
for the Chief Executive Officer, and if other than the Chief Executive Officer, the President) as follows:


OfficersThreshold performance

       25%Target performance

       50%President and Chief Executive OfficerThreshold performance

       30%Target performance

       60%





2.  Potential short-term bonus awards are
uncapped except for the limitation provided in Section D.2. below.





3.  The Committee
has the authority to reduce a short-term bonus amount unilaterally and retroactively, if needed in the sole discretion of the Committee, to adjust for an unintended benefit, or to address a specific transaction, which occurs after the beginning of
the year.





C.  Long Term Bonus Awards





1.  The Committee has the authority to set long term bonus awards based on an individuals level in the
organization. The awards are to be based on the Ratio of Debt to EBITDA and are awarded in the form of cash and stock options.





D.  Bonus Payments:





1.  All
bonuses are paid net of applicable withholding taxes.





2.  To comply with Section 162(m)
of the Internal Revenue Code, if, at the time the performance goal is met and the amount to paid as a bonus is based, in whole or in part, on a percentage of salary or base pay and the dollar amount of the salary or base pay is not fixed at the time
the performance goal is established, then the maximum bonus which may be earned by any participant in any year is limited as follows:


Officers

      $1.0 millionPresident and Chief Executive Officer

      $1.5 million







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E.  Unusual Items:





1.  For purposes of measuring the extent to which an incentive goal is achieved, the following unusual items
shall generally be excluded unless the Committee, in its sole judgment, determines the items shall be included:





a)  restructuring charges as defined by authoritative accounting literature;





b)  income or loss, including shares issued, related to acquisitions and dispositions of Businesses, Business segments or substantial assets in the year of the transaction;





c)  the current year effective of adopting accounting pronouncements under generally accepted accounting
principles;





d)  legal settlements, judgments, and/or tax audit claims;





e)  tax effect of statutory tax rate changes;





f)  environmental remediation costs incurred as a result of law changes affecting prior years;





g)  accounting changes, extraordinary items, gain or loss on disposal of a discontinued operation and/or
unusual items as reported under Accounting Principles Board Opinion No. 30;





h)  gains
or losses from the issuance or retirement of financial instruments;





i)  other unusual
items which are required to be shown as a separate line item on the income statement; and





j)  current year impact of share repurchase programs.




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F.  Definitions:





The capitalized terms used in the Plan shall have the meanings specified below, unless otherwise specified. In determining the values set
forth below, the Committee may choose to consult the audited financial statements of the Company and/or the certified public accountants that regularly audit the Companys financial affairs, such determinations to be in accordance with
generally accepted accounting principles.





1.  Business means a separate line of
business within the Company.





2.  Cash Flow means one or more of the cash flow
components in the Statement of Cash Flows.





3.  Code means the Internal Revenue Code of
1986, as amended.





4.  Divisional Net Income means the net income generated by a
distinct division or location of the Company during a fiscal period.





5.  Earnings per
Share means primary earnings per share.





6.  Earnings Before Interest and
Taxes (EBIT) means operating income plus other income and expense except for interest and taxes.





7.  Return on Capital means net income for the fiscal year divided by the average of total capital at the beginning and end of the fiscal year. Total capital is the sum of equity and long-term debt.





8.  Return on Equity means the net income for the fiscal year divided by the average of equity at the beginning
and end of the fiscal year.





9.  Return on Net Assets Employed means EBIT divided by a
five-quarter average of total assets less current liabilities.





10.  Return on Invested
Capital means Divisional Net Income divided by a five-quarter average of invested capital.





11.  Ratio of Debt to EBITDA means total Company debt divided by EBITDA (earnings before interest and taxes plus depreciation and amortization). The program uses a simple average of the four quarterly results annualized.




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IV.  STOCK OPTION GRANTS:





Grants of stock options shall be made pursuant to the terms of the Companys Equity Incentive Plan.





V.  ADMINISTRATIVE PROVISIONS:





A.  Participation for Newly Promoted or Newly Hired Officers: Any annual cash bonus under the Plan is prorated based upon number of days in the
eligible position, unless an exception is made at the time of promotion or hire. The exception for a participant at the Company is made by Office of the President and for a Business participant by the president of the Business.





B.  Impact of Employment Termination on Bonus Payouts: Participant must be employed on last day of
calendar year to earn a bonus except for the following terminations, which may result in a prorated bonus based upon number of days of participation during the year:





1.  retirement, including early retirement, under a qualified retirement plan sponsored by the Company;





2.  death;





3.  long-term disability, as determined under a disability policy provided for the participant by the Company, or if none, under such other
disability plan sponsored by the Company under which the participant is eligible for benefits, or if none, as defined under Section 22(e)(3) of the Internal Revenue Code of 1986, as amended;





4.  transfer to another Business within the Company; or





5.  elimination of position or demotion for reasons other than poor performance.





Any exceptions and a prorated bonus must be approved by the Office of the President for a Company participant and by the president of a Business for a Business participant.




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C.  Bonuses:





1.  Bonus amounts must be self-funded, i.e., they must be accrued before determining whether a bonus is earned.





2.  Bonuses are subject to annual review or audit and to approval by the Committee.





3.  Bonuses will be paid, net of withholding taxes, after the Company releases its
annual earnings for the bonus year.





4.  Bonuses may be denied in whole or in part by
the Committee, if in its judgment, the participant took any actions, which were deemed to be detrimental to the Business, to the Company or to one of its subsidiaries.





D.  Plan Administration and Termination:





1.  The Plan is administered by the Company at the direction of the Committee, which reserves the right to interpret, modify or terminate the Plan. Changes to the Plan will not apply to
bonuses which have been earned but not paid.





2.  To the extent the Board considers it
desirable for compensation delivered pursuant to a bonus under the Plan to be eligible to qualify for an exemption under Code Section 162(m), the Committee shall consist of a committee of two or more directors of the Company, all of whom qualify as
outside directors within the meaning of Code Section 162(m). The Board may from time to time remove members from or add members to the Committee; fill vacancies on the Committee, howsoever caused; and otherwise increase or decrease the
number of members of the Committee, in each case as the Board deems appropriate to satisfy such conditions of Code Section 162(m) as then in effect.





3.  Participation in the Plan does not in any way constitute a contract of employment and does not guarantee continued employment with the Company
or any of its subsidiaries.





4.  In the event of a change of control, the Plan will
normally end and prorated bonuses will be calculated and paid, if any are earned. Change in control at the Company shall be defined as in the Companys Equity Incentive Plan.





5.  Potential bonus awards may not be pledged, encumbered, assigned, alienated, anticipated or commuted in any manner by the participant.





6.  The Committee reserves the right to offset any earned bonus against any debts owed
by the participant to the Business, to the Company or to any of the Companys subsidiaries.






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ATTEST:



GRAPHIC PACKAGING INTERNATIONAL
CORPORATIONDated: