Graphic Packaging International, Inc. Executive Severance Plan (as amended and restated effective February 25, 2014)

Definitions. Where the following words and phrases appear in the Plan, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary.

“Base Salary” shall mean the annual base salary of the Participant,             exclusive of commissions, overtime, bonuses, taxable fringe benefits and             other forms of compensation.

“Beneficial Ownership” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

“Board” or “Board of Directors” or “Directors” shall mean the Board of Directors of GPHC.

“Change in Control” shall mean any of the following events:

The acquisition by any Person of Beneficial Ownership of thirty percent (30%) or more of the combined voting power of the then outstanding voting securities of GPHC entitled to vote generally in the election of Directors (the “Outstanding GPHC Voting Securities”); provided, however, that for purposes of this Section 2.1(d)(i), the following acquisitions shall not constitute a Change in Control: (i) any acquisition by a Person who immediately prior to such acquisition is the Beneficial Owner of thirty percent (30%) or more of the Outstanding GPHC Voting Securities, (ii) any acquisition by GPHC or any of its subsidiaries, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by GPHC or any of its subsidiaries, (iv) any acquisition by a shareholder who is a party to the Stockholders Agreement, dated July 7, 2007, as

Individuals who constitute the Board at any time (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a Director subsequent to such time whose election, or nomination for election by GPHC’s shareholders, was approved by a vote of at least a majority of the Directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election or removal of the Directors of GPHC or other actual or threatened solicitation of proxies of consents by or on behalf of a Person other than the Board;

Consummation of a reorganization, merger, or consolidation to which GPHC is a party (a “Business Combination”), in each case unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of Outstanding GPHC Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the outstanding voting securities entitled to vote generally in the election of Directors of the corporation resulting from the Business Combination (including, without limitation, a corporation which as a result of such transaction owns GPHC either directly or through one or more subsidiaries) (the “Successor Entity”) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding GPHC Voting Securities; and (2) no Person (excluding any Successor Entity or any employee benefit plan, or related trust, of the Company or such Successor Entity) beneficially owns, directly or indirectly, thirty percent (30%) or more of the combined voting power of the then outstanding voting securities of the Successor Entity, except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the members of the board of directors of the Successor Entity were members of the Incumbent Board (including persons deemed to be members of the Incumbent Board by reason of the proviso to paragraph (ii) of this Section 2.1(d)) at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination;

The sale, transfer or other disposition of all or substantially all of the assets of GPHC; or

Approval by the shareholders of GPHC of a complete liquidation or dissolution of GPHC.

“Change in Control Date” shall mean the date on which a Change in Control actually occurs. No contract or other agreement, whether or not binding, shall be deemed a Change in Control for purpose of the Plan until a transaction occurs which meets the definition of Change in Control.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Code Section 409A” shall mean Section 409A of the Code and all applicable regulations and other Treasury or IRS guidance issued thereunder.

“Company” shall mean Graphic Packaging International, Inc.

“Disability” shall mean the Participant:

is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or

is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company, or

has been determined to be disabled by the Social Security Administration.

“Effective Date” shall mean February 25, 2014. The original effective     date of this Plan was January 1, 2010.

“ERISA” shall mean the Employee Retirement Income Security Act of     1974, as amended.

“GPHC” shall mean Graphic Packaging Holding Company and any     successor thereto.

"Job Elimination” shall mean the Participant’s employment is involuntarily terminated by the Company because of cost-cutting measures, structural

“Participant” shall mean each employee of the Company who is in Job     Grade 101 or higher who is not a party to an employment agreement with     the Company (unless the employment agreement expressly provides for     such employee’s participation in this Plan).

“Person” shall have the meaning ascribed to such term in Section 3(a)(9)     of the Exchange Act and used in Sections 13(d) and 14(d) thereof,     including a “group” as defined in Section 13(d) thereof.

“Plan” shall mean this Graphic Packaging International, Inc. Executive     Severance Plan, as amended from time to time.

“Plan Administrator” shall mean the Board of Directors of Graphic     Packaging International, Inc., or any other individual(s), committee(s) or     other entity(ies) designated by the Company to administer the Plan. The     Plan Administrator will be the administrator, as that term is defined in     ERISA Section 3(16)(A).

“Retirement Age” shall mean, with respect to a Participant, attainment of     at least the age fifty-five (55) with the Participant’s age and years of     service totaling at least sixty-five (65).

“Separation from Service” or “Separate from Service” shall mean a     separation from service as defined under Code Section 409A (without     giving effect to any elective provisions that may be available under such     definition). As a general overview of Code Section 409A’s definition of     “separation from service”, a Participant separates from service if he has a     termination of employment as an employee (other than for death) with the     Company and all members of the controlled group, determined in     accordance with the following:

Leaves of Absence. The employment relationship is treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months, or, if longer, so long as the Participant retains a right to reemployment with the Company or a member of the controlled group under an applicable statute or by contract. A leave of absence constitutes a bona fide leave of absence only while there is a reasonable expectation that the Participant will return to perform services for the Company or a member of the controlled group. If the period of leave exceeds six (6) months and the Participant does not retain a right to reemployment under an

Status Change. Generally, if a Participant performs services both as an employee and an independent contractor, the Participant must separate from service both as an employee and as an independent contractor pursuant to standards set forth in Treasury Regulations to be treated as having a separation from service. However, if a Participant provides services as an employee and as a member of the board of directors of the Company or GPHC, the services provided as a director are not taken into account in determining whether the Participant has a Separation from Service as an employee for purposes of this Plan.

Termination of Employment. Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the Company, all members of the controlled group and the Participant reasonably anticipate that (1) no further services will be performed after a certain date, or (2) the level of bona fide services the Participant will perform after such date (whether as an employee or as an independent contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Company and all members of the controlled group if the Participant has been providing services to the Company and all members of the controlled group for less than thirty-six (36) months). Facts and circumstances to be considered in making this determination include, but are not limited to, whether the Participant continues to be treated as an employee for other purposes (such as continuation of salary and participation in employee benefit programs), whether similarly-situated service providers have been treated consistently, and whether the Participant is permitted, and realistically available, to perform services for other service recipients in the same line of business. For periods during which a Participant is on a paid bona fide leave of absence and has not otherwise terminated employment as described in subsection (i) above, for purposes of this subsection, the Participant is treated as providing bona fide services at a level equal to the level of services that the Participant would have been required to perform to receive the compensation paid with respect to such leave of absence. Periods during which a Participant is on an unpaid bona fide leave of absence and has not otherwise terminated employment are disregarded for

Controlled Group. For purposes of this Section 2.1(q), “controlled group” means any other entity that would be required to be aggregated with the Company under Code Section 414(b) or (c) determined, however, by using “at least 50 percent” instead of “at least 80 percent” in applying Code Section 414(b) or (c).

“Separation from Service for Good Reason” shall mean a Separation     from Service by the Participant (regardless of whether the Participant has     reached Retirement Age) following the occurrence, without the     Participant’s consent, of either of the following events:

assignment to the Participant of duties that represent a material diminution of the duties he or she was performing immediately prior to the change; or

an assignment to the Participant of a position that requires Participant to permanently relocate more than fifty (50) miles from Participant’s current residence.

a material reduction in the rate of Participant’s Base Salary from the Base Salary the Participant was receiving (other than a reduction that does not exceed ten percent (10%) and is applied uniformly percentage-wise to all similarly situated executives).

“Specified Employees” shall have the meaning ascribed to such term for     purposes of Code Section 409A, and shall be determined in accordance     

“Termination by Company for Cause” shall mean a termination of     employment by the Company for:

the willful failure of the Participant substantially to perform his or her duties (other than such failure due to Disability), after a written demand for substantial performance has been delivered, and a reasonable opportunity to cure has been given, to the Participant by the Company, which demand identifies in reasonable detail the manner in which the Company believes that the Participant has not substantially performed his or her duties or has committed a violation of Company policy;

the Participant’s engaging in willful and serious misconduct that has caused or is reasonably expected to result in material injury to the Company or any of its Affiliates, including but not limited to a violation of the Company’s Code of Conduct. For purposes of this Agreement, “Affiliates” shall include the Company’s subsidiaries, parent companies, and joint ventures.

the Participant’s conviction of, or entering a plea of guilty or nolo contendere to, a crime that constitutes a felony; or

the Participant’s material violation of the requirements of federal or state securities laws.

“Termination by Company Without Cause” shall mean a Participant’s     Separation from Service by the Company other than (1) such a Separation     from Service of a Participant who has attained Retirement Age, except     following a Change in Control to the extent provided in Section 3; (2) a     Termination Due to Death or Disability; (3) a Termination by Company     for Cause; or (4) a Separation from Service due to a Job Elimination.

“Termination Due to Death or Disability” shall mean a termination of     employment due to Death or Disability of the Participant.

Number and Gender. Wherever appropriate herein, a word used in the singular shall be considered to include the plural and the plural to include the singular. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender, and vice versa.

Headings. The headings of Articles and Sections herein are included solely for convenience and if there is any conflict between such headings and the text of the Plan, the text shall control.

Payments Upon Certain Separations from Service. Upon a Separation from Service of the Participant due to a Termination by Company Without Cause, Job Elimination, or a Separation from Service for Good Reason, the Participant will become entitled to:

General Payment Timing. Except as otherwise provided in subsection     3.4(c) below:

On the Company’s first normal semi-monthly payroll date following both (1) the date of a Separation from Service entitling a Participant to payments and benefits hereunder and (2) execution and nonrevocation by the Participant of an Agreement and Release as required by Section 3.6 below (the “payment commencement date” for purposes of this subsection (a)), the following amounts will be paid to the Participant:

the product of one twenty-fourth (1/24) of the amount due to the Participant under Section 3.1(a) multiplied by the number of normal semi-monthly payroll dates that have occurred since the Separation from Service date through and including the payment commencement date; and

the full amount due under Section 3.2(a), if any.

On each of the Company’s normal semi-monthly payroll dates subsequent to the payment commencement date described in (i), one twenty-fourth (1/24) of the amount due to Participant under Section 3.1(a) above will be payable, until the amount due thereunder is paid in full.

The amount due under Section 3.1(b) or 3.2(b) will be paid in full upon the later of:

the payment commencement date described in (i) above, and

the date that the incentive compensation for the relevant calendar year is paid to the Company’s executives (but in no event later than March 15 following the year in which the Separation from Service occurred).

Payments to Specified Employees. Payments to Specified Employees upon Separation from Service will be made in accordance with the payment timing rules in subsection 3.4(a) above to the extent that one or more of the Code Section 409A exemptions, including without limitation the following, apply:

The payments are made no later than 2½ months after the end of the Participant’s taxable year in which the Participant vests in the benefit (the “Short-Term Deferral Period”), pursuant to Treasury Regulation Section 1.409A-1(b)(4).

This exemption does not include payments that will or may occur after the end of the Short-Term Deferral Period.

This exemption will not apply to any amounts payable to a Participant under Section 3.1(a) of this Plan unless all installment payments with respect to such benefits (as described in subsection (a) above) will be completed by the end of the Short-Term Deferral Period.

The payments are made solely upon involuntary separation (including Code Section 409A compliant good reason separations), pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), to the extent such amounts:

are payable no later than December 31 of the second taxable year following the year of the Separation from Service, and

do not exceed two (2) times the lesser of (x) the Participant’s annualized compensation, and (y) the IRS qualified plan compensation limit under Code Section 401(a)(17) ($250,000 during 2012, subject to future cost-of-living adjustments) for the year in which the Separation from Service occurs.

The amounts payable upon Separation from Service are equal to or less than the applicable dollar limit under Code Section 402(g)(1)(B)

Non-Exempt Payments to Specified Employees. Notwithstanding subsections 3.4(a) and (b) above, to the extent required by Code Section 409A with respect to payment of amounts not exempt under Code Section 409A to Specified Employees upon Separation from Service, payments will be made to Participants as follows:

On the Company’s first normal semi-monthly payroll date that occurs during the seventh (7^th) month following the date of the Separation from Service entitling a Participant to payments and benefits hereunder and following execution and nonrevocation of an Agreement and Release as required by Section 3.6 below (the “payment commencement date” for purposes of this subsection (c)), the following amounts will be paid to the Participant:

one-half (½) of the amount due under Section 3.1(a) that is subject to Code Section 409A; and

the full amount due under Section 3.2(a) that is subject to Code Section 409A, if any;

On each of the Company’s subsequent normal semi-monthly payroll dates following the payment commencement date described in (i) above, one twenty-fourth (1/24) of the amount due to the Participant under Section 3.1(a) above that is subject to Code Section 409A will be payable, until the amount due thereunder is paid in full.

The amount due under Section 3.1(b) or 3.2(b) that is subject to Code Section 409A will be paid in full upon the later of:

the payment commencement date described in (i) above, and

the date that the incentive compensation for the relevant calendar year is paid to the Company’s executives (i.e., between January 2 and March 15 following the year in which the Separation from Service occurred).

Alternative Payment Timing. Notwithstanding subsections (a), (b) and (c) of this Section 3.4:

The Company may specify different timing and form of payment under this Section 3.4 for a new Participant. Any such payment timing shall be specified, in writing, at the time the Participant first becomes eligible to participate in this Plan.

If and to the extent that amounts payable under Sections 3.1 and/or 3.2 above are deemed, for purposes of Code Section 409A, to be in substitution of amounts previously payable under another arrangement with respect to such Participant, such payments hereunder will be made at the same time(s) and in the same form(s) as such amounts would have been payable under the other arrangement, to the extent required to comply with Code Section 409A.

Benefit Continuation. If a Participant is entitled to payments pursuant to Section 3.1 above, then for the period beginning on the date of Separation from Service and ending on the first anniversary of the date of Separation from Service (the “Severance Period”), the Company shall (x) continue to provide to the Participant the life, medical, dental, and prescription drug benefits provided as of the date of Separation from Service; and (y) reimburse the Participant for expenses incurred by him or her for outplacement and career counseling services provided to Participant by a firm selected by the Company for an aggregate amount not in excess of $25,000. To be eligible for continuation of medical, dental and prescription drug benefits, the Participant must elect continuation of group benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA) by completing an application and returning it to the COBRA administrator by the deadline specified in the application. The Company will subsidize the Participant’s COBRA premiums during the Severance Period. The Company subsidy will end upon the earlier of the last day of the Severance Period or the day that COBRA coverage ends for any reason, including loss of plan eligibility under plan terms or applicable law; or qualification for benefits with another employer. During the Severance Period, the Participant will make the same contributions as required of active employees with said contributions being paid directly to the Company’s COBRA administrator on an after-tax basis. The Severance Period will count against the Participant’s total COBRA continuation period. To the extent that subsidized healthcare coverage provided to a Participant hereunder is treated as discriminatory in favor of a highly

Other Company Plans. No Participant in this Plan will be eligible to participate in the Graphic Packaging International, Inc. Severance Pay Plan or the Graphic Packaging International, Inc. Supplemental Unemployment Benefits Plan. No employee who has an employment agreement with the Company is eligible for benefits under this Plan, unless the employment agreement expressly provides for such employee’s participation in this Plan.

Agreement and Release. Notwithstanding any contrary provisions of this Plan:

Consideration And Restrictive Covenants. Participant acknowledges and agrees that, as a result of Participant’s employment with the Company, Participant has a prominent role in the management of the business and the development of the goodwill of the Company as well as its subsidiaries, parent companies, and joint ventures (collectively referred to as “Affiliates”) and has obtained confidential and proprietary information and trade secrets concerning the business and operations of the Company and its Affiliates around the world--all of which could be used by Participant to compete unfairly with, the Company and its Affiliates. As a result, in consideration for the Plan Payment and Benefits provided above, Participant hereby agrees that:

Administration and Interpretation of the Plan. The board of directors of Graphic Packaging International, Inc. shall be the Plan Administrator unless such board of directors appoints a different Plan Administrator in writing. If the board of directors of the Company appoints a committee to serve as the Plan Administrator, unless otherwise specified in such appointment: the committee shall consist of not less than three (3) members; any member of the committee may resign at any time by giving notice to the Company, and any resignation shall take effect on the date of receipt of such notice or at any later date specified in the notice; no member of the committee shall receive any compensation for his or her services as a member of the committee; a majority of the members of the committee shall constitute a quorum for the transaction of business; and all resolutions or other actions taken by the committee shall require the written approval or affirmative vote of a majority of the members of the committee. The Plan Administrator shall have all powers necessary or convenient to administer the Plan, including, in addition to such other powers as the law may provide, the following:

to make and enforce such rules and regulations as it deems necessary or proper for the administration of the Plan;

to interpret the Plan, its interpretation thereof to be final and conclusive on all persons claiming benefits under the Plan;

to decide all questions concerning the Plan and the eligibility of any person to participate in the Plan;

to make a determination as to the right of any person to a benefit under the Plan (including, without limitation, to determine whether and when there has been a termination of a Participant’s employment and the cause of such termination);

to appoint such agents, counsel, accountants, consultants, plan administrator and other persons as may be required to assist in administering the Plan;

to allocate and delegate its responsibilities under the Plan and to designate other persons to carry out any of its responsibilities under the Plan, any such allocation, delegation or designation to be in writing;

to obtain from the Company and from Participants such information, and execution of any documents, as is necessary for the administration of the Plan.

Indemnification. The Company shall, to the fullest extent permitted by law, indemnify each director, officer, or employee of the Company and affiliated entities (including the heirs, executors, administrators, and other personal representatives of such person) and the Plan Administrator against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by a person covered under this indemnification clause in connection with any threatened, pending, or actual suit, action, or proceeding (whether civil, criminal, administrative, or investigative in nature, or otherwise) in which the person may be involved by reason of the fact that the person is or was serving the Plan in any capacity at the request of the Company, except that the Company will not indemnify any individual from liability arising from that person’s own fraud, willful neglect or gross negligence.

Filing a Claim. If a person believes that the Company is obligated under the terms of the Plan to pay a benefit or there is a dispute as to the benefit amount, such person (hereinafter referred to as the “claimant”) shall deliver a written request to the Plan Administrator or such person, office or committee as the Plan Administrator shall designate for the processing of claims (the “Claims Administrator”). Claims should be sent to the Claims Administrator, Executive Severance Plan, Graphic Packaging International, Inc., at the Company’s primary, corporate headquarters. Upon receipt of such request, the Claims Administrator may require the claimant to complete such forms and provide such additional information as may be reasonably necessary to establish the claimant’s right to benefits under the Plan. A claim is deemed filed upon receipt by the Claims Administrator.

Notification to Claimant of Decision. The Claims Administrator shall furnish to the claimant a notice of the decision within 90 days after receipt of the claim. If special circumstances require more than 90 days to process the claim, this period may be extended for up to an additional 90 days by giving written notice to the claimant before the end of the initial 90-day period stating the special circumstances requiring the extension and the date by which a final decision is expected. Failure to provide a notice of decision within the time specified shall constitute a denial of

Specific reference to pertinent Plan provisions on which the denial is based;

A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

An explanation of the Plan’s claims review procedure describing the steps to be taken by a claimant who wishes to submit his or her claim for review.

Review Procedure. The purpose of the review procedure is to provide a person claiming benefits a reasonable opportunity to appeal a denial of a claim. The Plan Administrator will act as, or designate another person, office or committee to act as a claims review committee (the “Review Committee”), which may, at the discretion of the Plan Administrator, include the same members as the committee, if any, appointed to administer the Plan, to adjudicate the claim. To accomplish that purpose, the claimant or his or her duly authorized representative:

Termination and Amendment. The Plan may be amended from time to time or terminated in its entirety at the sole discretion of the Board of Directors of Graphic Packaging International, Inc. The Board of Directors of Graphic Packaging International, Inc. has the right to unilaterally change or eliminate any or all benefits under the Plan with one year’s notice to the Participants of any material change in the Plan, including but not limited to participation in the Plan.

Nature of Plan; Funding; Cost of Plan. The Plan is intended to be a “top-hat plan” under ERISA. The benefits provided herein shall be unfunded and shall be provided from the Company’s general assets. The entire cost of the Plan shall be borne by the Company and no contributions shall be required of the Participants.

Nonalienation. Participants shall not have any right to pledge, hypothecate, anticipate or assign benefits or rights under the Plan, except by will or the laws of descent and distribution.

Not Contract of Employment. The adoption and maintenance of the Plan shall not be deemed to be a contract of employment between the Company and any person or to be consideration for the employment of any person. Nothing herein contained shall be deemed to (a) give any person the right to be retained in the employ of the Company, (b) restrict the right of the Company to discharge any person at any time, (c) give the Company the right to require any person to remain in the employ of the Company, or (d) restrict any person’s right to terminate his employment at any time.

Right of Recovery. If the Company, the Plan Administrator or other designee makes any payment that, according to the terms of the Plan, should not have been made, it may recover that incorrect payment, whether or not it was made due to its own error, from the person to whom it was made or from any other appropriate party. If any such incorrect payment is made directly to a Participant, the Company or its designee may deduct it when making future payments directly to that Participant or recover such payment by other methods to be determined at the discretion of the Plan Administrator.

Setoff or Counterclaim. The Company shall have the right to set off, counterclaim, recoupment, defense or other right which the Company or any of its subsidiaries

Taxes or Penalties. Any benefits paid or provided pursuant to the Plan shall be subject to all required tax and other withholdings. If there are any taxes or penalties payable by the Company on behalf of any Participant, such taxes or penalties shall be payable by the Participant to the Company to the extent such taxes would have been originally payable by the Participant had this Plan not been in existence.

Severability. Any provision in the Plan that is prohibited or unenforceable in any jurisdiction by reason of applicable law shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Effect of Plan. The Plan is intended to supersede all prior oral or written change in control plans of the Company for Participants in the Plan. Further, the Plan shall be binding upon the Company on and after the Change in Control Date and any successor of the Company, by merger, consolidation, acquisition or similar transaction shall be so bound. All statements made by the Company, Plan Administrator or Claims Administrator shall be deemed representations and not warranties. No such statements shall void or reduce coverage under the Plan or be used in defense to a claim unless in writing signed by the Plan Administrator.

Governing Law. The Plan shall be construed and its provisions enforced and administered in accordance with ERISA. To the extent, if any, that state laws are not preempted and they apply, the Plan shall be construed and administered under the laws of the State of Georgia without regard to conflicts of law principles.

Compliance with Code Section 409A. The severance pay provisions and benefits described in the Plan are intended to be exempt from Code Section 409A to the extent exemptions are available and applicable. However, to the extent payments and benefits hereunder are not exempt from Code Section 409A, the Plan is intended to comply with Code Section 409A and shall be interpreted accordingly.