**Exhibit 10.16**

 

**AMENDMENT TO EMPLOYMENT AGREEMENT**

 

This AMENDMENT is enteredinto as of August 7, 2003 by and among Graphic PackagingInternational, Inc., a Delaware corporation (formerly RiverwoodInternational Corporation) (“Employer”), Graphic Packaging Corporation, aDelaware corporation (formerly Riverwood Holding, Inc.) (“Graphic”)and                      (“Executive”).

 

**W I T N E S S E T H:**

 

WHEREAS, the Executive,Graphic and the Employer are parties to an Employment Agreement, as amended,dated as of [date] (the “Employment Agreement”);

 

WHEREAS, the Executive,Graphic and the Employer wish to amend a certain provision of the employmentAgreement addressing the incentive compensation payable to the Executive.

 

NOW, THEREFORE, each of theExecutive, Graphic and the Employer, for good and valid consideration, agree asfollows:

 

1.*  Amendment toSection 4(a).* Section 4(a) of the Employment Agreement is hereby amended andrestated in its entirety to read as follows:

 

“(a) *Incentive Compensation*.During the Employment Period, Executive shall participate in Employer’sincentive compensation programs for its similarly situated executives existingfrom time to time, at a level commensurate with his position and duties withEmployer and based on such performance targets as may be established from timeto time by employer’s Board or a committee thereof.”

 

2.*  Miscellaneous.*  Except as expressly amended hereby, all ofthe terms and provisions of the Employment Agreement are hereby reaffirmed andremain in full force and effect. The words “this Agreement,” “hereof,”“herein,” “hereby” and words of similar import when used in the EmploymentAgreement shall refer to the Employment Agreement as amended hereby. ThisAmendment shall be governed by and construed in accordance with the laws of theState of New York without reference to principles of conflict of laws. Thesection and other headings contained in this Amendment are for referencepurposes and shall not affect the meaning or interpretations of this Amendment.This Amendment may be executed in any number of counterparts, each of whichshall be deemed to be an original and all of which together shall constituteone and the same instrument.

 

 

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IN WITNESS WHEREOF, Employerand Graphic have duly executed this Agreement by their authorizedrepresentatives, and Executive has hereunto set his hand, in each caseeffective as of the date first above written.

 
|   | GRAPHIC PACKAGING INTERNATIONAL, INC. |
|--------|--------------------------------------------|
|   |                                       |
|   | By:                                        |   |
|   |                                       | Name: |
|   |                                       | Title: |
|   |                                       |   |
|   | GRAPHIC PACKAGING CORPORATION              |
|   |                                       |
|   | By:                                        |   |
|   |                                       | Name: |
|   |                                       | Title: |
|   |                                       |   |
|   | Executive:                                 |
|   |                                       |

 

 

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