EXHIBIT 10.1
GRAPHIC PACKAGING INTERNATIONAL, INC.
SUPPLEMENTAL EXECUTIVE PENSION PLAN
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TABLE OF CONTENTS
ARTICLE 1. DEFINITIONS...........................................................................................1
ARTICLE 2. PARTICIPATION.........................................................................................3
2.01 Participation Requirements...........................................................................3
2.02 Termination of Participation.........................................................................3
ARTICLE 3. AMOUNT AND PAYMENT OF SUPPLEMENTAL BENEFIT............................................................4
3.01 Amount of Benefit....................................................................................4
3.02 Vesting..............................................................................................4
3.03 Form and Payment of Supplemental Benefit.............................................................4
ARTICLE 4. ADMINISTRATION OF THE PLAN............................................................................5
4.01 Plan Administrator...................................................................................5
4.02 Withholding Taxes....................................................................................5
4.03 Nonalienation........................................................................................5
4.04 Facility of Payment..................................................................................5
ARTICLE 5. GENERAL PROVISIONS....................................................................................6
5.01 Funding..............................................................................................6
5.02 No Contract of Employment............................................................................6
5.03 Construction.........................................................................................6
ARTICLE 6. AMENDMENT OR TERMINATION..............................................................................7
6.01 Right to Amend or Terminate..........................................................................7
6.02 Protection of Rights Under Plan......................................................................7
INTRODUCTION
Effective April 7, 2006, the Board of Directors of Graphic Packaging
International, Inc. hereby adopts this Graphic Packaging International, Inc.
Supplemental Executive Pension Plan.
The Plan is intended to be a nonqualified, unfunded deferred compensation plan
for a select group of management or highly compensated employees under Title I
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and
is intended to comply with the applicable provisions of Section 409A of the
Internal Revenue Code of 1986, as amended (the "Code"). The Plan is not intended
to meet the qualification requirements of Section 401(a) of the Code.
ARTICLE 1. DEFINITIONS
1.01 "AFFILIATED EMPLOYER" shall mean any company which is (a) a member of a
controlled group of corporations (as defined in Section 414(b) of the
Code), which also includes the Employer as a member of the controlled
group of corporations; (b) any trade or business under common control
(as defined in Section 414(c) of the Code) with the Employer; (c) any
organization (whether or not incorporated) which is a member of an
affiliated service group (as defined in Section 414(m) of the Code)
which includes the Employer; and (d) any other entity required to be
aggregated with the Employer pursuant to regulations under Section
414(o) of the Code.
1.02 "AVERAGE FINAL SALARY" shall have the same meaning as set forth in
Section 1.08 the Qualified Plan, except that in determining pensionable
wages for purposes of calculating Final Average Salary, the annual
dollar limitation set forth in Section 1.34 of the Qualified Plan shall
be disregarded.
1.03 "BOARD OF DIRECTORS" shall mean the Board of Directors of Graphic
Packaging International, Inc.
1.04 "CODE" shall mean the Internal Revenue Code of 1986, as amended.
1.05 "COVERED COMPENSATION" shall have the same meaning set forth in Section
1.14 of the Qualified Plan.
1.06 "EFFECTIVE DATE" of this Plan is April 7, 2006.
1.07 "EMPLOYER" shall mean Graphic Packaging International, Inc. or any
successor by merger, purchase or otherwise, with respect to its
Employees.
1.08 "EQUIVALENT ACTUARIAL VALUE" shall mean equivalent value when computed
on the basis of the mortality table prescribed in Revenue Ruling 2001-
62 and an interest rate of five percent per annum, compounded annually.
1.09 "PARTICIPANT" shall mean the employee of the Employer participating in
the Plan in accordance with the provisions of Section 2.01.
1.10 "PLAN" shall mean the Graphic Packaging International, Inc.
Supplemental Executive Pension Plan as set forth in this document or as
amended from time to time.
1.11 "PLAN ADMINISTRATOR" shall mean an entity provided for in Section 4.01.
1.12 "QUALIFIED PLAN" shall mean the Riverwood International Employees
Retirement Plan, or any successor plan, thereof, as in effect on
January 1, 2006.
1.13 "SUPPLEMENTAL BENEFIT" shall mean the annual benefit payment payable
under Article 3 of this Plan.
ARTICLE 2. PARTICIPATION
2.01 PARTICIPATION REQUIREMENTS
Stephen M. Humphrey, the President and Chief Executive Officer of the
Employer, shall become a Participant in the Plan on the Effective Date.
No other employee shall become eligible to participate in this Plan.
2.02 TERMINATION OF PARTICIPATION
The Participant's participation in the Plan shall terminate on the date
he terminates employment with the Employer and all Affiliated Employers
unless the Participant is entitled to a Supplemental Benefit under the
Plan. If the Participant is entitled to a Supplemental Benefit under
the Plan, his participation in the Plan shall terminate when his
Supplemental Benefit is distributed to him.
ARTICLE 3. AMOUNT AND PAYMENT OF SUPPLEMENTAL BENEFIT
3.01 AMOUNT OF BENEFIT
The Supplemental Benefit payable to the Participant in the form of a
single life annuity shall be equal to the sum of: (i) 1.02% of Average
Final Salary up to Covered Compensation, plus (ii) 1.40% of Average
Final Salary in excess of Covered Compensation, multiplied by (iii) 22,
provided, however, that in no event shall the Supplemental Benefit
exceed $5,000,000 when converted to one lump sum payment in accordance
with the provisions of Section 3.03.
3.02 VESTING
The Participant shall vest in, and have a nonforfeitable right to, his
Supplemental Benefit on March 31, 2007. If the Participant's employment
with the Employer and all Affiliated Employers terminates for any
reason prior to March 31, 2007, the benefit that would otherwise be
payable to him under the Plan shall be forfeited.
3.03 FORM AND PAYMENT OF SUPPLEMENTAL BENEFIT
To the extent vested under the provisions of Section 3.02, the
Supplemental Benefit shall be paid on March 31, 2007. The Supplemental
Benefit shall be paid in one lump sum of Equivalent Actuarial Value to
the annuity otherwise payable under Section 3.01, subject to the
maximum dollar limitation set forth in that Section.
ARTICLE 4. ADMINISTRATION OF THE PLAN
4.01 PLAN ADMINISTRATOR
The Board of Directors or its designee shall serve as Plan
Administrator with the exclusive power to interpret and carry out the
Plan's provisions.
4.02 WITHHOLDING TAXES
The Plan Administrator shall have the right to deduct any required
withholding taxes from any payment to be made under the Plan.
4.03 NONALIENATION
Subject to any applicable law, no benefit under the Plan shall be
subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge, and any attempt so to do
shall be void, nor shall any such benefit be in any manner liable for
or subject to garnishment, attachment, execution or levy, or liable for
or subject to the debts, contracts, liabilities, engagements or torts
of the Participant.
4.04 FACILITY OF PAYMENT
If the Plan Administrator finds that the Participant is unable to care
for his affairs because of illness or accident, the Plan Administrator
may direct that any benefit due him be paid to his spouse, a child, a
parent or other blood relative or a person with whom he resides, unless
a claim has been made for the benefit by a duly appointed legal
representative. Any payment made under the provisions of this Section
4.04 shall be a complete discharge of the liabilities of the Plan for
that benefit.
ARTICLE 5. GENERAL PROVISIONS
5.01 FUNDING
All amounts payable in accordance with the Plan shall constitute a
general unsecured obligation of the Employer. All such amounts, as well
as any administrative costs relating to the Plan, shall be paid out of
the general assets of the Employer.
5.02 NO CONTRACT OF EMPLOYMENT
The establishment of the Plan shall not be construed as conferring any
legal rights upon any person for a continuation of employment, nor
shall it interfere with the rights of the Employer to discharge any
employee and to treat him without regard to the effect which such
treatment might have upon him as a Participant in the Plan.
5.03 CONSTRUCTION
(a) All rights hereunder shall be governed by and construed in
accordance with the laws of the state of Georgia to the extent
such laws are not pre-empted by ERISA or other federal law.
(b) The masculine pronoun shall mean the feminine wherever
appropriate.
(c) The captions inserted herein are inserted as a matter of
convenience and shall not affect the construction of the Plan.
ARTICLE 6. AMENDMENT OR TERMINATION
6.01 RIGHT TO AMEND OR TERMINATE
The Board of Directors reserves the right to modify or amend the Plan,
in whole or in part, or to terminate the Plan, provided that in no
event shall any such action be effective to the extent it would cause
the Plan to violate the provisions of Section 409A of the Code.
6.02 PROTECTION OF RIGHTS UNDER PLAN
Notwithstanding Section 6.01, no modification, amendment or termination
of the Plan shall adversely affect the right of the Participant to
receive the benefits that have become vested under the Plan in respect
of the Participant as of the date of modification, amendment or
termination.
IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the
foregoing instrument comprising the Graphic Packaging International, Inc.
Supplemental Executive Pension Plan (effective April 7, 2006), Graphic Packaging
International, Inc. has caused its corporate seal to be affixed hereto and these
presents to be duly executed in its name and behalf by its proper officers
thereunto authorized this 7th day of April, 2006.
Graphic Packaging International, Inc.
/s/ Stephen A. Hellrung
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Stephen A. Hellrung
Senior Vice President,
General Counsel and Secretary
(CORPORATE SEAL)