Graphic Packaging International

Regular full-time and regular part-time salaried employees will be advised of their eligibility for the Plan based on their position. In addition, eligibility for participation in the Plan for a Plan Year will be subject to the following conditions:

2.Employed on Date of Distribution – A Participant must be an active employee on the date of the management incentive plan payment or if not active, terminated under a status that allows for payout.

The performance measures may, without limitation, be based upon the attainment of specified levels of performance under one or more of the measures described above during the Plan Year, relative to performance in prior periods, relative to pre-established targets, or relative to the performance of other entities (or indices covering multiple entities).

Each Participant's incentive award opportunity for any given Plan Year is based on the specific corporate performance measures established during the annual operating plan approval process and approved by the Company’s Compensation and Management Development Committee for that Plan Year.

The Plan is specifically designed to create substantial incentive opportunity for the achievement of the Company’s most important financial goals and for continued service and sustained effort through the date of payment of any award (the “Payment Date”). After the conclusion of a Plan Year, the President, and Chief Executive Officer (“CEO”) will make a recommendation to the Compensation and Management Development Committee of Graphic Packaging Holding Company regarding the payout under the Plan. This recommendation will be based upon the President and CEO’s assessment of the degree to which the Company achieved the performance measures applicable to that Plan Year. The Compensation and Management Development Committee approves the percentage of target payout under the Plan and the award payout amounts for those officers designated as Executive Officers by the Board of Directors, except for the President and CEO. Separately, the Company’s Compensation and Management Development Committee will make a recommendation to the full Board of Directors regarding the payout under the Plan for the President and CEO.

Awards paid to Participants in hyper-inflationary countries may be monetarily corrected to adjust for currency devaluation between the close of the plan year and the award payment date.

A.Annual incentive awards for a given Plan Year will be paid only to Participants who are actually employed by the Company on the Payment Date.  A Participant whose Company employment terminates, whether by resignation or by discharge, for any reason (or no reason) prior to the Payment Date for a Plan Year shall not earn or have any right to an annual incentive award under the Plan for such Plan Year and shall not be deemed to have earned or become vested in any such award,

B.Exceptions to the foregoing requirement include the following “Special Circumstance Participants”:

(i)Participants who terminate employment due to death, disability (“disability” for this purpose means an employment termination with eligibility for disability benefits under a Company-sponsored disability program or policy), or retirement (“retirement” for this purpose means an employee whose age on the effective date of termination is at least 55 and whose combination of age and years of service on that date is equal to or greater than 65); or

(ii)Participants who, at the time of employment termination, are eligible for benefits under the Graphic Packaging International, Inc. Supplemental Unemployment Benefits Plan, the Graphic Packaging International, Inc. Executive Severance Plan, or who have employment agreements with the Company that provide for payment of a Plan benefit upon the Participant’s employment termination and who sign and return (and do not revoke) a release agreement with the Company

Special Circumstances Participants may be paid a pro-rata portion of any annual incentive award earned for the Plan Year in which they terminate, prorated for the number of days they were actively employed during the Plan Year. Special Circumstances Participants who terminate due to death, disability, or the provisions in Section B (ii) above will be paid a pro-rata portion of the award at target within 60 days of termination. Individuals who meet the retirement criteria in Section B (i) above will be paid their pro-rata payment, if any, at the same time and in the same form received by all other Participants. Special Circumstances Participants whose employment terminates prior to the Payment Date for the Plan Year immediately prior to the date of termination, shall be entitled to receive that annual incentive payment at the time it is paid to all other eligible Plan participants. Notwithstanding the foregoing, any Participant who is entitled to a payment in lieu of annual incentive compensation for the Plan Year upon termination of employment under an employment agreement or any similar arrangement with the Company shall not also be entitled to an annual incentive award under the Plan for such year.

Awards under the Plan shall be subject to any compensation recoupment policy that the Company may adopt from time to time that is applicable by its terms to the Participant. In addition, a Participant’s rights, payments and benefits with respect to an award granted under the Plan is subject to reduction, cancellation, forfeiture or recoupment upon (i) termination of employment for cause, (ii) violation of material Company or Affiliate policies, (iii) breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant, (iv) other conduct by the Participant that is detrimental to the business or reputation of the Company or any Affiliate, or (v) a later determination that the vesting of, or amount realized from, a performance-based Award was based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, whether or not the Participant caused or contributed to such material inaccuracy, all as determined by the Compensation and Management Development Committee. Nothing contained herein or in any Award Agreement prohibits the Participant from: (1) reporting possible violations of federal law or regulations, including any possible securities laws violations, to any governmental agency or entity; (2) making any other disclosures that are protected under the whistleblower provisions of federal law or regulations; or (3) otherwise fully participating in any federal whistleblower programs, including but not limited to any such programs managed by the U.S. Securities and Exchange Commission.