**Exhibit 10.14**

 

**RESTRICTED UNIT AGREEMENT**

 

ThisRESTRICTED UNIT AGREEMENT, dated as of[               ](the “*Restricted Unit Agreement*”),is between Graphic Packaging Corporation, a Delaware corporation (formerlyRiverwood Holding, Inc.) (the “*Company*”),and the Grantee whose name appears on the signature page hereof (the “*Grantee*”) under the terms of the 2003Riverwood Holding, Inc. Long-Term Incentive Plan (the “*Plan*”). Capitalized terms used in thisRestricted Unit Agreement and not otherwise defined herein have the meaninggiven in the Plan. If any provision of this Restricted Unit Agreement isinconsistent with any provision of the Plan (as either may be interpreted fromtime to time by the Board), the Plan shall control.

 

1.*  Grant ofRestricted Units.*  Effectiveas of the date hereof, the Company hereby evidences and confirms its award tothe Grantee of the number of Restricted Units set forth on the signature pagehereof, which represent the Company’s contractual obligation to deliver sharesof Common Stock (the “*Shares*”) tothe Grantee upon the terms set forth herein.

 

2.*  Vesting ofRestricted Units.*  TheRestricted Units shall vest 33 1/3% on each of the firstthree anniversaries of[               ](the “*Effective Date*”), subjectto the Grantee’s continuous employment with the Company or one of itsaffiliates from the Effective Date through each such vesting date, *provided* that upon the occurrence of aChange of Control, the Restricted Units shall become fully vested. If theGrantee’s employment terminates by a Qualifying Termination of Employment priorto the third anniversary of the Effective Date, a fraction of those unvestedRestricted Units that would have vested on the next vesting date following theQualifying Termination of Employment had the Grantee remained employed throughsuch vesting date, the numerator of which is the number of days between themost recently passed vesting date and the date on which Grantee’s employmentterminates and the denominator of which is 365, shall vest. If the Grantee’semployment terminates after the first or second anniversary of the EffectiveDate other than by a Qualifying Termination of Employment, he shall retain theright 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 terminatedfor Cause on or before the date on which any Restricted Units have becomepayable pursuant to Section 5, such Restricted Units awarded to the Granteeshall be canceled and the Grantee shall forfeit all rights to the RestrictedUnits and any Shares issuable for such Restricted Units.

 

4.*  DividendEquivalents.*  If the Companypays any cash dividend on the Common Stock before the shares underlying theRestricted Units are delivered to the Grantee pursuant to Section 5, theGrantee will be credited on the record date established for such dividend witha number of Restricted Units equal to the greatest whole number which may beobtained by dividing (*i*) thevalue of such dividend by (*ii*)the Fair Market Value of a Share on such date. Any such additional RestrictedUnits shall become vested and nonforfeitable, if at all, on the same terms andconditions as are applicable in respect of the Restricted Units.

 

5.*  Delivery ofShares Underlying Vested Restricted Units.*  Shares underlying vested Restricted Units shall be delivered onthe earlier of (*i*) the thirdanniversary of the Effective Date, (*ii*)a Qualifying Termination of Employment, and (*iii*)the occurrence of a Change of Control.

 

6.* Representations and Warranties.*

 

(a)*           InvestmentIntention*. The Grantee represents and warrants that the RestrictedUnits have been, and any Shares will be, acquired by the Grantee solely for theGrantee’s own account for investment and not with a view to or for sale inconnection 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 extentexpressly permitted hereby.

 

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(b)*           Abilityto Bear Risk*. The Grantee represents and warrants that (*i*) the financial situation of the Granteeis such that the Grantee can afford to bear the economic risk of holding theRestricted Units and Shares for an indefinite period and (*ii*) the Grantee can afford to suffer thecomplete loss of the Grantee’s investment in the Restricted Units and Shares.

 

7.* Miscellaneous.*

 

(a)*           TaxWithholding*. Whenever Shares or other property are to be distributedin respect to any Restricted Units awarded hereunder, the Company shall havethe power to withhold, or require the Grantee to remit to the Company, anamount sufficient to satisfy United States Federal, state, local and non-U.S.withholding tax requirements, including but not limited to income, socialsecurity and employment taxes, relating to such issuance, and the Company maydefer issuance of such Shares or other property until such requirements aresatisfied. The Board may, in its discretion, permit the Grantee to elect,subject to such conditions as the Board shall impose, to satisfy hiswithholding obligation hereunder with Shares or any other property issuablehereunder. Notwithstanding the foregoing, in the event Shares are to bedistributed pursuant to (*i*) theCompany’s termination of the Grantee’s employment without Cause, due to deathor Disability, due to retirement, or (*ii*)the Grantee’s termination of employment for Good Reason or (*iii*) the occurrence of a Change ofControl, the Company shall withhold from the number of Shares otherwisedeliverable enough Shares (based on the Fair Market Value at the time ofdistribution) to satisfy income and employment tax withholding requirementswith respect to such distribution and delivery.

 

(b)*           Nonassignability*.The Restricted Units granted hereby are not assignable or transferable, inwhole or in part, and may not, directly or indirectly, be offered, transferred,sold, pledged, assigned, alienated, hypothecated or otherwise disposed of orencumbered (including without limitation by gift, operation of law orotherwise) other than by will or by the laws of descent and distribution to theestate of the Grantee upon the Grantee’s death.

 

(c)*           NoRights as a Stockholder*. Neither the Grantee nor any person or personsto whom the Grantee’s rights under this Restricted Unit Agreement shall havepassed 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 stockholderof the Company with respect to any Shares corresponding to the Restricted Unitsgranted hereby unless and until a certificate for Shares is issued in respectthereof.

 

(d)*           NoRight to Continued Employment*. Nothing in this Restricted UnitAgreement shall interfere with or limit in any way the right of the Company orany of its Subsidiaries to terminate the Grantee’s employment at any time, orconfer upon the Grantee any right to continue in the employ of the Company orany of its Subsidiaries.

 

(e)*           Interpretation*.The Board shall have full power and discretion to construe and interpret thePlan (and any rules and regulations issued thereunder) and this Restricted UnitAgreement. Any determination or interpretation by the Board under or pursuantto this Restricted Unit Agreement shall be final and binding and conclusive onall persons affected hereby.

 

(f)*            Delegationby the Board*. All of the powers, duties and responsibilities of theBoard specified in this Restricted Unit Agreement may, to the full extentpermitted by applicable law, be exercised and performed by any duly constitutedcommittee thereof to the extent authorized by the Board to exercise and performsuch powers, duties and responsibilities.

 

(g)*           BindingEffect; Benefits*. This Restricted Unit Agreement shall be bindingupon and inure to the benefit of the Company and the Grantee and theirrespective successors and assigns. Nothing in this Restricted Unit Agreement,express or implied, is intended or shall be construed to give any person otherthan the Company or the Grantee or their respective successors or assigns anylegal or equitable right, remedy or claim under or in respect of any agreementor any provision contained herein.

 

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(h)*           Amendment*.This Restricted Unit Agreement may not be altered, modified, or amended exceptby 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 UnitAgreement shall be or become invalid, illegal or unenforceable in any respect,the validity, legality and enforceability of the remaining provisions containedherein shall not be affected thereby.

 

(j)*            Notices*.All notices and other communications required or permitted hereunder shall be inwriting and shall be deemed given when (*a*)delivered personally, (*b*) sent bycertified 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 overnightcourier) to the party concerned at the address indicated below or to suchchanged 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)*           GoverningLaw*. This Restricted Unit Agreement shall be governed by andconstrued in accordance with the laws of the State of New York without regardto the principles of conflict of laws except to the extent the laws of theState of Delaware specifically and mandatorily apply.

 

(l)*            Sectionsand Other Headings*. The section and other headings contained in thisRestricted Unit Agreement are for reference purposes only and shall not affectthe 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 shallconstitute one and the same instrument.

 

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IN WITNESSWHEREOF, the Company and the Grantee have executed this Restricted UnitAgreement 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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