On July 16, 2012, Graphic Packaging Holding Company and its wholly-owned subsidiary Graphic Packaging International, Inc. (referred to collectively herein as the "Company") entered into an Employment Agreement with Allen Ennis (the "Agreement"). Pursuant to the Agreement, Mr. Ennis will serve as Senior Vice President, Flexible Division. The Agreement has an initial term of one year effective July 16, 2012, and then at the end of the initial term and each additional term (as defined below) automatically extends upon the same terms and conditions for an additional period of one year (an "additional term") until terminated by the Company or Mr. Ennis.

The Agreement provides for a base salary of $340,000, which will increase to $350,000 effective January 1, 2013. Mr. Ennis will also be eligible to participate in the Company's incentive compensation programs for senior executives at a level commensurate with his position and duties with the Company and based on such performance targets as may be established from time to time by the Company's Board of Directors or a committee thereof. Mr. Ennis has an initial annual target bonus opportunity equal to 70% of his base salary.

The Agreement specifies that during Mr. Ennis's employment, the Company shall provide certain employee benefits, including life, medical, dental, accidental death and dismemberment, business travel accident, prescription drug and disability insurance in accordance with the programs of the Company then available to its senior executives. Mr. Ennis will also be entitled to participate in all of the Company's profit sharing, deferred compensation and savings plans applicable to senior executives, as such plans may be amended and in effect from time to time.

In the event that Mr. Ennis's employment is terminated due to a disability that prevents the performance of his duties for a period of six months or longer, the Company shall pay Mr. Ennis's full base salary through the date of termination. In the case of termination due to death, the Company will pay Mr. Ennis's full base salary for the payroll period in which death occurs, plus an additional one month's salary. In addition to base salary payments, if Mr. Ennis is terminated due to disability or death, he will receive a pro-rated bonus for the portion of the calendar year in which his termination of employment occurs, assuming target performance by the Company under applicable performance metrics.

In the event that the Company terminates Mr. Ennis's employment without cause, or Mr. Ennis terminates his employment for good reason, the Agreement provides for severance of:

•               base salary and welfare benefits for a period ending on the first
                anniversary of the date of termination;


•               a pro-rata incentive bonus for the year in which termination
                occurs, assuming that all performance metrics had been achieved
                as of the date of termination; and


•               outplacement and career counseling services with a value not in
                excess of $25,000.

Within one year of a change in control, if the Company terminates Mr. Ennis's employment without cause, or Mr. Ennis terminates his employment for good reason, Mr. Ennis will also receive:

• an additional ½ year's base salary; and

•               an incentive bonus for the year in which termination occurs equal
                to Mr. Ennis's incentive bonus opportunity at target level and
                assuming that all performance metrics had been achieved,
                multiplied by 1.5.

The Agreement provides that Mr. Ennis may not work for specific competitors of the Company for a period of one year after his employment terminates. Mr. Ennis is also prohibited from (i) employing or soliciting employees of the Company for employment, (ii) interfering with the Company's relationship with its employees or (iii) soliciting or attempting to establish any competitive business relationship with a customer, client or distributor of the Company for a period of one year after termination of employment.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information set forth in Item 1.01 is incorporated by reference into this Item 5.02.

Employment Agreement dated as of July 16, 2012 by and among Graphic Packaging International, Inc., Graphic Packaging Holding Company and
10.1 Allen Ennis.