Graphic Packaging Holding Company Service-Based Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • April 21st, 2011 • Graphic Packaging Holding Co • Paperboard containers & boxes • Delaware
THIS AGREEMENT, effective as of the Grant Date set forth on the signature page hereto, represents the grant by Graphic Packaging Holding Company (the “Company”) to the participant named on the signature page hereto (the “Participant”) of Restricted Stock Units (the “RSUs”), representing the right to earn Shares of the Company’s common stock pursuant to the provisions of the Graphic Packaging Holding Company Amended and Restated 2004 Stock and Incentive Compensation Plan, as such plan may be amended from time to time (the “Plan”), and subject to the terms and conditions set forth in this award agreement (this “Agreement”).
Graphic Packaging Holding Company Performance-Based Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • April 21st, 2011 • Graphic Packaging Holding Co • Paperboard containers & boxes • Delaware
THIS AGREEMENT, effective as of the Grant Date set forth on the signature page hereto, represents the grant by Graphic Packaging Holding Company (the “Company”) to the participant named on the signature page hereto (the “Participant”) of Performance-Based Restricted Stock Units (“Performance RSUs”), representing the right to earn Shares of the Company’s common stock pursuant to the provisions of the Graphic Packaging Holding Company Amended and Restated 2004 Stock and Incentive Compensation Plan, as such plan may be amended from time to time (the “Plan”), and subject to the terms and conditions set forth in this award agreement (this “Agreement”).
SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 21st, 2011 • Graphic Packaging Holding Co • Paperboard containers & boxes
THIS SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and effective as of the last date set forth on the signature pages hereto (the “Amendment Date”) between Graphic Packaging Holding Company (f/k/a New Giant Corporation) (the “Company”), and Clayton Dubilier & Rice Fund V Limited Partnership (the “CDR Fund”), Jeffrey H. Coors (the “Family Representative”), Old Town S.A. (as successor in interest to EXOR Group S.A.) ( “Old Town”), TPG Bluegrass IV-AIV 1, L.P., TPG Bluegrass IV-AIV 2, L.P., TPG Bluegrass V-AIV 1, L.P., TPG Bluegrass V-AIV 2, L.P., TPG FOF V-A, L.P. and TPG FOF V-B, L.P. (collectively, the “TPG Entities” and together with the Company, the CDR Fund, the Family Representative, and Old Town, the “Parties”).
