Graphic Packaging HOLDING COMPANY
DIRECTORS’ Non-Qualified Deferred Compensation Plan
Effective January 1, 2021
Graphic Packaging HOLDING COMPANY
DIRECTORS’ NON-QUALIFIED DEFERRED COMPENSATION PLAN
Effective as of the 1st day of January, 2021, the Board of Directors of Graphic Packaging Holding Company (the “Company”) hereby adopts the Graphic Packaging Holding Company Directors’ Non-Qualified Deferred Compensation Plan (the “Plan”).
BACKGROUND AND PURPOSE
A. Goal. The Board of Directors desires to provide its Non-Employee Directors with an opportunity to defer the receipt and income taxation of (i) all or a portion of their annual cash retainers, fees and any other cash compensation, and (ii) all or a portion of their annual stock compensation.
B. Purpose. The purpose of the Plan document is to set forth the terms and conditions pursuant to which these deferrals may be made and to describe the nature and extent of the Non-Employee Directors’ rights to such amounts.
C. Type of Plan. The Plan constitutes an unfunded, nonqualified deferred compensation plan for the benefit of Non-Employee Directors. The Plan is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended.
STATEMENT OF AGREEMENT
To adopt the Plan with the purposes and goals as hereinabove described, the Board of Directors hereby sets forth the terms and provisions of the Plan as follows:
Table of Contents
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ARTICLE I DEFINITIONS
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1.1 Account
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1.2 Beneficiary
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1.3 Board
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1.4 Business Day
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1.5 Cash Compensation
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1.6 Cash Deferral Contributions
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1.7 Change in Control
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1.8 Code
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1.9 Common Stock
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1.10 Company
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1.11 Deferral Election
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1.12 Directed Investment Account
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1.13 Effective Date
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1.14 Election Deadline
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1.15 Fair Market Value
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1.16 Financial Hardship
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1.17 Investment Election
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1.18 Investment Funds
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1.19 Non-Employee Director
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1.20 Participant
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1.21 Plan
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1.22 Plan Administrator
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1.23 Plan Year
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1.24 Recordkeeper
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1.25 Separate from Service or Separation from Service
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1.26 Stock Compensation
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1.27 Stock Deferral Contributions
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1.28 Stock Unit
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1.29 Stock Unit Account
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1.30 Surviving Spouse
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1.31 Trust or Trust Agreement
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1.32 Trustee
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1.33 Trust Fund
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1.34 Valuation Date
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ARTICLE II ELIGIBILITY AND PARTICIPATION
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2.1 Annual Participation
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2.2 Interim Plan Year Participation
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2.3 Procedure for Admission
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2.4 Cessation of Eligibility
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ARTICLE III PARTICIPANTS’ ACCOUNTS; DEFERRALS AND CREDITING
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3.1 Participants’ Accounts
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3.2 Deferral Elections
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3.3 Crediting of Deferred Compensation
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3.4 Debiting of Distributions
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3.5 Crediting of Earning on Directed Investment Accounts
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3.6 Dividend Credits on Stock Units
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3.7 Equitable Adjustments to Stock Unit Accounts
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3.8 Vesting
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3.9 Good Faith Valuation Binding
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3.10 Errors and Omissions in Accounts
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ARTICLE IV INVESTMENT FUNDS FOR DIRECTED INVESTMENT ACCOUNTS
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4.1 Available Investment Funds
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4.2 Participant Direction of Deemed Investments
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ARTICLE V PAYMENT OF BENEFITS
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5.1 Amount of Distribution
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5.2 Methods of Distribution
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5.3 Timing of Distribution
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5.4 Form of Distribution
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5.5 Changing Time and/or Form of Distribution
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5.6 Death
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5.7 Cash-Out
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5.8 Hardship Distributions
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5.9 Permissible Acceleration or Delay of Payments
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5.10 Change in Control
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ARTICLE VI CLAIMS
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6.1 Participant Rights
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6.2 Initial Claim
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6.3 Appeal
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6.4 Satisfaction of Claims
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ARTICLE VII SOURCE OF FUNDS; TRUST
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7.1 Source of Funds
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7.2 Trust
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7.3 Funding Prohibition under Certain Circumstances
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ARTICLE VIII PLAN ADMINISTRATION
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8.1 Rights and Duties of the Plan Administrator
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8.2 Compensation, Indemnity and Liability
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ARTICLE IX AMENDMENT AND TERMINATION
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9.1 Amendments
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9.2 Plan Freeze or Termination
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ARTICLE X MISCELLANEOUS
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10.1 Beneficiary Designation
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10.2 Distribution pursuant to a Domestic Relations Order
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10.3 Headings
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10.4 Gender and Number
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10.5 Assignment of Benefits
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10.6 Legally Incompetent
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10.7 Governing Law
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10.8 Tax Effects
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ARTICLE I.
DEFINITIONS
For purposes of the Plan, the following terms, when used with an initial capital letter, will have the meaning set forth below unless a different meaning plainly is required by the context.
i.Account
means one or more of a Participant’s Directed Investment Account(s) or Stock Unit Account(s), as the context requires.
ii.Beneficiary
means, with respect to a Participant, the person(s) designated or identified in accordance with Section 10.1 to receive any death benefits that may be payable under the Plan upon the death of the Participant.
iii.Board
means the Board of Directors of the Company.
iv.Business Day
means each day on which the New York Stock Exchange operates and is open to the public for trading.
v.Cash Compensation
means the total of a Non-Employee Director’s annual retainers, committee retainers and any other fees (but not reimbursement of expenses) that would be payable to a Non-Employee Director in cash during a Plan Year absent a Deferral Election under this Plan.
vi.Cash Deferral Contributions
means, for each Plan Year, that portion of a Participant’s Cash Compensation deferred under the Plan pursuant to Section 3.2(a).
vii.Change in Control
means any of the events specified in subsections (a), (b), or (c) below, subject to the rules described in subsection (d) below:
(1)Change in the Ownership of the Company
means a situation where any one person, or more than one person acting as a group (as described in Treasury Regulations), acquires ownership of stock of the Company that, together with stock held by such person or group constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Company. However, if any one person, or more than one person acting as a group, is considered to own more than 50 percent of the total
fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons is not considered to cause a Change in Control. An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the Company acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this subsection. This subsection applies only when there is a transfer of stock of the Company (or issuance of stock of the Company) and stock of the Company remains outstanding after the transaction.
(2)Change in the Effective Control of the Company
means that a majority of members of the Board of the Company is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of such Board before the date of the appointment or election.
(3)Change in the Ownership of a Substantial Portion of the Company’s Assets
means any one person or more than one person acting as a group, that is not affiliated with the Company, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 80 percent of the consolidated total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. There is no Change in Control under this subsection (c) when there is a transfer to an entity that is controlled by the shareholders of the Company immediately after the transfer, as provided in Treasury Regulations. For purposes of this subsection (c) and except as otherwise provided in Treasury Regulations, a person’s status is determined immediately after the transfer of the assets. For example, a transfer to a company in which the Company has no ownership interest before the transaction, but that is a majority-owned subsidiary of the Company after the transaction, is not treated as a Change in Control.
(4)Compliance with Section 409A
. The definition of “Change in Control” as described in this Section is intended to satisfy all requirements under Treasury Regulations Section 1.409A-3(i)(5), and shall be construed accordingly. In no event will any payment of “nonqualified deferred compensation” (as such term is defined for purposes of Code Section 409A) be triggered hereunder upon a Change in Control unless the Change in Control event satisfies all applicable requirements of such regulation.
viii.Code
means the Internal Revenue Code of 1986, as amended.
ix.Common Stock
means the common stock, par value $0.01 per share, of the Company.
x.Company
means Graphic Packaging Holding Company.
xi.Deferral Election
means a written or electronic election form provided by the Plan Administrator on which a Participant may elect to defer under the Plan all or a portion of such individual’s Cash Compensation and/or Stock Compensation for a Plan Year.
xii.Directed Investment Account
means a bookkeeping account established and maintained on behalf of a Participant pursuant to Article III of the Plan.
xiii.Effective Date
means January 1, 2021, the date that the Plan will be effective.
xiv.Election Deadline
means, with respect to a Plan Year:
(1)For a Non-Employee Director who is then a member of the Board, the December 20 (or if December 20 is not a Business Day, the last Business Day immediately preceding December 20) immediately preceding the first day of such Plan Year.
(2)For a Non-Employee Director who is first elected by shareholders to be a member of the Board after (or within thirty (30) days before) the Election Deadline described in Section 1.14(a) above with respect to a Plan Year, the date which is thirty (30) days after the date the Director first becomes eligible to participate in the Plan.
xv.Fair Market Value
means, on any date, the closing sales price of the Common Stock on any national securities exchange on which the Common Stock may from time to time be listed or traded or, in the absence of reported sales on such date, the closing sales price on the immediately preceding date on which sales were reported.
xvi.Financial Hardship
means a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary, or the Participant’s dependent (as defined in Code Section 152, without regard to subsections (b)(1), (b)(2), and (d) (1)(B) thereof), loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Financial Hardship will be determined by the Plan Administrator on the basis of the facts of each case, including information supplied by the Participant in accordance with uniform guidelines prescribed from time to time by the Plan Administrator; provided, the
Participant will be deemed not to have a Financial Hardship to the extent that such hardship is or may be relieved:
(1)Through reimbursement or compensation by insurance or otherwise;
(2)By liquidation of the Participant’s assets, to the extent the liquidation of assets would not itself cause severe financial hardship; or
(3)By cessation of deferrals under the Plan.
Examples of what are not considered to be unforeseeable emergencies include the need to send a Participant’s child to college or the desire to purchase a home.
xvii.Investment Election
means an election, made in such form as the Plan Administrator may direct, pursuant to which a Participant may elect to have amounts in such Participant’s Directed Investment Account(s) deemed invested to the extent permitted under the terms of the Plan.
xviii.Investment Funds
means the investment funds selected from time to time by the Plan Administrator for purposes of determining the rate of return on amounts deemed invested with respect to Participants’ Directed Investment Account(s).
xix.Non-Employee Director
means a member of the Board who is not an employee of the Company.
xx.Participant
means any person who has been admitted to, and has not been removed from, participation in the Plan pursuant to the provisions of Article II.
xxi.Plan
means the Graphic Packaging Holding Company Directors’ Non-Qualified Deferred Compensation Plan, as contained herein and all amendments hereto.
xxii.Plan Administrator
means the Nominating and Corporate Governance Committee of the Board and any individual or committee the Board designates to act on the Nominating and Corporate Governance Committee’s behalf with respect to any or all of the Nominating and Corporate Governance Committee’s responsibilities hereunder.
xxiii.Plan Year
means the 12-consecutive-month period ending on December 31 of each year.
xxiv.Recordkeeper
means the third-party company or organization appointed by the Board to carry out certain administrative responsibilities under the Plan. To the extent that a company is not appointed as the Recordkeeper, the Board or such individual employee or employees of the Company as the Board may appoint will serve as Recordkeeper.
xxv.Separate from Service or Separation from Service
means, with respect to a Participant, that such Participant has separated from service, as defined under Code Section 409A and the guidance issued thereunder. Generally, a Participant separates from service if the Participant retires or otherwise has a termination of service from the Board (other than due to his death).
xxvi.Stock Compensation
means the total of a Non-Employee Director’s annual compensation that would be payable to a Non-Employee Director in shares of Common Stock during a Plan Year absent a Deferral Election under this Plan.
xxvii.Stock Deferral Contributions
means, for each Plan Year, that portion of a Participant’s Stock Compensation deferred under the Plan pursuant to Section 3.2(b).
xxviii.Stock Unit
means a unit credited to a Participant’s Stock Unit Account representing the right to receive a share of Common Stock pursuant to the terms of the Plan.
xxix.Stock Unit Account
means a bookkeeping account established and maintained on behalf of a Participant which is denominated in Stock Units pursuant to Article III of the Plan.
xxx.Surviving Spouse
means, with respect to a Participant, the person who is treated as legally married to such Participant under the laws of the state in which the Participant resides. The determination of a Participant’s Surviving Spouse will be made as of the date of such Participant’s death.
xxxi.Trust or Trust Agreement
means the separate agreement or agreements between the Company and the Trustee governing the Trust Fund, and all amendments thereto.
xxxii.Trustee
means the party or parties so designated from time to time pursuant to the terms of the Trust Agreement.
xxxiii.Trust Fund
means the total amount of cash and other property held by the Trustee (or any nominee thereof) at any time under the Trust Agreement.
xxxiv.Valuation Date
means each business day of the Plan Year that the New York Stock Exchange is open.
ARTICLE II.
ELIGIBILITY AND PARTICIPATION
i.Annual Participation
. Each individual who is a Non-Employee Director as of the first day of a Plan Year and is a member of the Board before the beginning of such Plan Year shall be eligible to defer all or a portion of such individual’s Cash Compensation and/or Stock Compensation and thereby to actively participate in the Plan for such Plan Year. Such individual’s participation shall become effective as of the first day of such Plan Year, assuming such individual properly and timely completes the election procedures described below.
ii.Interim Plan Year Participation
. Each individual who becomes a Non-Employee Director during a Plan Year (and who has not been eligible to participate in the Plan during the immediately preceding 24 months) shall be immediately eligible to make a Deferral Election and thereby to participate actively in the Plan for the remainder of such Plan Year.
iii.Procedure for Admission
. Each Non-Employee Director shall elect to defer all or a portion of such individual’s Cash Compensation and/or Stock Compensation and thereby become an active Participant for a Plan Year by delivering a completed Deferral Election by the Election Deadline. The Plan Administrator also may require the Director to complete other forms and provide other data, as a condition of participation in the Plan. Such forms and data may include, without limitation, the Eligible Director’s acceptance of the terms and conditions of the Plan, an Investment Election, and the designation of a Beneficiary to receive any death benefits payable hereunder.
iv.Cessation of Eligibility
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(1)Cessation of Eligible Status
. An individual’s active participation in the Plan shall terminate, and such individual shall not be eligible to make any additional Cash Deferral Contributions or Stock Deferral Contributions (i) for any portion of a Plan Year following the date such individual’s service as a Non-Employee Director with the Company ceases, and (ii) for any subsequent Plan Year for which the individual does not complete the election procedures.
(2)Inactive Participant Status
. An individual whose active participation in the Plan ends will remain an inactive Participant in the Plan until the earlier of (i) the date the full amount of his Account(s) (if any) is distributed from the Plan, or (ii) the date he again becomes a Non-Employee Director and recommences active participation in the Plan. During the period of time that a Participant is an inactive Participant in the Plan, his Directed Investment Account(s) will continue to be credited with earnings and/or losses as provided for in Section 3.5.
ARTICLE III.
PARTICIPANTS’ ACCOUNTS; DEFERRALS AND CREDITING
i.Participants’ Accounts
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(1)Establishment of Accounts
. The Recordkeeper will establish and maintain (i) a Directed Investment Account and/or a Stock Unit Account on behalf of each Participant for each year for which the Participant makes Cash Deferral Contributions, and (ii) a Stock Unit Account on behalf of each Participant for each year for which the Participant makes Stock Deferral Contributions. The Recordkeeper shall credit each Participant’s Account(s) with the Participant’s Cash Deferral Contributions and/or Stock Deferral Contributions for such Plan Year (and any earnings attributable thereto, in the case of a Directed Investment Account) and will be debit the Participant’s Account(s) by the amount of any distributions. Each Account of a Participant will be maintained until the value thereof has been distributed to or on behalf of such Participant or his Beneficiary. Accounts may be subdivided into separate subaccounts for each Plan Year.
(2)No Transfers Between Directed Investment Accounts and Stock Unit Accounts
. A Participant may not transfer any amount from a Directed Investment Account to a Stock Unit Account or from a Stock Unit Account to a Directed Investment Account.
(3)Nature of Contributions and Accounts
. The amounts credited to a Participant’s Account(s) will be represented solely by bookkeeping entries. Except as provided in Article VII, no monies, shares or other assets will actually be set aside for such Participant, and all payments to a Participant or Beneficiary under the Plan will be made from the general assets of the Company.
(4)General Creditors
. Any assets which may be acquired by the Company in anticipation of its obligations under the Plan will be part of the general assets of the Company. The Company’s obligation to pay benefits under the Plan constitutes a mere promise of the Company to pay such benefits, and a Participant or Beneficiary will be and remain no more than an unsecured, general creditor of the Company.
ii.Deferral Elections
. Each Non-Employee Director may irrevocably elect to have Cash Deferral Contributions and/or Stock Deferral Contributions made for a Plan Year by completing in a timely manner a Deferral Election (and an Investment Election, if applicable) and following other election procedures as provided in Section 2.3. Subject to any modifications, additions or
exceptions that the Plan Administrator, in its sole discretion, deems necessary, appropriate or helpful, the following terms shall apply to such Deferral Elections:
(1)Cash Compensation
. A Participant may irrevocably elect to have Cash Deferral Contributions made for a Plan Year, and may direct that such Cash Deferral Contributions be credited to either the Participant’s Directed Investment Account or to the Participant’s Stock Unit Account. A Participant’s Deferral Election shall specify the percentage of Cash Compensation for the Plan Year to be deferred, and the percentage so elected shall be withheld from each payment of Cash Compensation otherwise payable to the Participant during the Plan Year.
(2)Stock Compensation
. A Participant may irrevocably elect to have Stock Deferral Contributions made for a Plan Year, and such Stock Deferral Contributions shall be credited to the Participant’s Stock Unit Account. A Participant’s Deferral Election shall specify the percentage of Stock Compensation for the Plan Year to be deferred, and the percentage so elected shall be withheld from each payment of Stock Compensation otherwise payable to the Participant during the Plan Year. If a Participant elects to have Stock Deferral Contributions made for a Plan Year, the number of Stock Units to be credited to the Participant’s Stock Unit Account shall be equal to the number of shares of Common Stock that would otherwise be payable to the Participant.
(3)Effective Date of Deferral Elections
. A Participant’s Deferral Election for all or a portion of a Plan Year shall be effective beginning with the first Cash Compensation or Stock Compensation, as applicable, (i) in such Plan Year with respect to a Participant participating for the entire Plan Year, and (ii) with respect to compensation paid for services performed after the Deferral Election is made with respect to a Participant participating for a portion of a Plan Year. To be effective, a Participant’s Deferral Election must be made by the Election Deadline. Any Participant who fails to deliver a Deferral Election, or to complete any of the other requisite election procedures, in a timely manner, shall be deemed to have elected not to participate in the Plan for that Plan Year.
(4)Term
. Each Participant’s Deferral Election for a Plan Year shall remain in effect with respect to all Cash Compensation and/or Stock Compensation, as applicable, paid or payable during such Plan Year, but shall not apply to any subsequent Plan Year.
(5)Irrevocability of Deferral Elections
. Once made for a Plan Year, a Participant may not revoke a Deferral Election for such Plan Year. Notwithstanding the foregoing, the Plan Administrator shall cancel a Participant’s Deferral Elections for the remainder of the Plan Year upon a withdrawal due to Financial Hardship under Section 5.8.
iii.Crediting of Deferred Compensation
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(1)Cash Compensation Deferred into Directed Investment Account
. The Recordkeeper shall credit to a Participant’s Directed Investment Account for a Plan Year the amount of Cash Deferral Contributions designated on the Participant’s Deferral Election that the Participant has elected to defer into his or her Directed Investment Account at approximately the same time the Cash Compensation would have been paid to the Participant if not subject to the Participant’s Deferral Election.
(2)Cash Compensation Deferred into Stock Unit Account
. The Recordkeeper shall credit to a Participant’s Stock Unit Account for a Plan Year a number of Stock Units having a value equal to the amount of Cash Deferral Contributions designated on the Participant’s Deferral Election that the Participant has elected to defer into his or her Stock Unit Account at approximately the same time the Cash Compensation would have been paid to the Participant if not subject to the Participant’s Deferral Election. The number of Stock Units to be credited to the Participant’s Stock Unit Account shall be determined by dividing the dollar value of the Cash Deferral Contributions by the Fair Market Value of one share of Common Stock at approximately the same time the Cash Compensation would have been paid to the Participant if not subject to the Participant’s Deferral Election (and rounding up or down to the nearest whole share in the discretion of the Plan Administrator).
(3)Stock Compensation Deferred into Stock Unit Account
. The Recordkeeper shall credit to a Participant’s Stock Unit Account for a Plan Year a number of Stock Units reflecting the amount of Stock Deferral Contributions designated on the Participant’s Deferral Election at approximately the same time the Stock Compensation would have been paid to the Participant if not subject to the Participant’s Deferral Election. The number of Stock Units to be credited to the Participant’s Stock Unit Account shall be equal to the number of shares of Common Stock that would have been paid to the Participant if not subject to the Participant’s Deferral Election.
iv.Debiting of Distributions
. As of each Valuation Date, the Recordkeeper will debit each Participant’s Account for any amount distributed from such Account since the immediately preceding Valuation Date.
v.Crediting of Earning on Directed Investment Accounts
. As of each Valuation Date, the Recordkeeper will credit or debit each Participant’s Directed Investment Account with the amount of earnings and/or losses applicable thereto for the period since the immediately preceding Valuation Date. Such crediting or debiting of earnings and/or losses will be effected as of each Valuation Date, as follows:
(1)Rate of Return
. The Recordkeeper first will determine a rate of return for the period since the immediately preceding Valuation Date for each of the Investment Funds;
(2)Amount Invested
. The Recordkeeper next will determine the amount of (i) each Participant’s Account that was deemed invested in each Investment Fund as of the immediately preceding Valuation Date; minus (ii) the amount of any distributions debited from the amount determined in clause (i) since the immediately preceding Valuation Date; and
(3)Determination of Amount
. The Recordkeeper will then apply the rate of return for each Investment Fund for such Valuation Date (as determined in subsection (a) hereof) to the amount of the Participant’s Account deemed invested in such Investment Fund for such Valuation Date (as determined in subsection (b) hereof), and the total amount of earnings and/or losses resulting therefrom will be credited to such Participant’s Account as of the applicable Valuation Date.
vi.Dividend Credits on Stock Units
. In the event dividends or other distributions are paid with respect to the Common Stock, the Recordkeeper will credit each Participant’s Directed Investment Account with an amount equal to the dollar amount or fair market value that the Participant would have received had he or she been the owner on the record date for the payment of such dividends or distributions of a number of shares of Common Stock equal to the number of Stock Units then credited to the Participant’s Stock Unit Account, and such amount will be deemed invested in and among the Investment Funds pursuant to the Participant’s Investment Election.
vii.Equitable Adjustments to Stock Unit Accounts
. In the event of (i) a corporate event or transaction involving the Company that results in a change in the Common Stock, or an exchange of Common Stock for cash, securities other than Common Stock, or other property (including, without limitation, any merger, reorganization, recapitalization, combination or exchange of shares), or (ii) any transaction between the Company and the holders of Common Stock that causes the per-share value of the Common Stock to change (including, without limitation, any conversion of shares, share dividend, share split, spin-off, rights offering, or large non-ordinary cash dividend), the Board shall make such equitable adjustments to the Deferred Stock Units as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction. Notwithstanding the preceding sentence and in any event, any adjustment shall comply with the requirements of Section 409A of the Code.
viii.Vesting
. A Participant will at all times be fully vested in his or her Accounts.
ix.Good Faith Valuation Binding
. In determining the value of the Accounts, the Recordkeeper will exercise its best judgment, and all such determinations of value (in the absence of bad faith) will be binding upon all Participants and their Beneficiaries.
x.Errors and Omissions in Accounts
. If an error or omission is discovered in the Account of a Participant or in the amount of a Participant’s deferrals, the Plan Administrator, in its sole discretion, will cause the Recordkeeper to make appropriate, equitable adjustments as soon as administratively practicable following the discovery of such error or omission.
ARTICLE IV.
INVESTMENT FUNDS FOR DIRECTED INVESTMENT ACCOUNTS
i.Available Investment Funds
. Unless otherwise determined by the Plan Administrator, the Investment Funds used for purposes of determining the rate of return on amounts in Directed Investment Accounts deemed invested in accordance with the terms of the Plan shall be those investment funds then offered under the [GPI Savings Plan], excluding any employer stock fund and substituting commercially available funds for any common or collective trust fund. The Plan Administrator may change, add or remove Investment Funds on a prospective basis at any time(s) and in any manner it deems appropriate.
ii.Participant Direction of Deemed Investments
. Each Participant generally may direct the manner in which his Directed Investment Account(s) will be deemed invested in and among the Investment Funds; provided, such investment directions will be made in accordance with the following terms:
(1)Nature of Participant Direction
. The selection of Investment Funds by a Participant will be for the sole purpose of determining the rate of return to be credited to his Directed Investment Account(s), and will not be treated or interpreted in any manner whatsoever as a requirement or direction to actually invest assets in any Investment Fund or any other investment media. The Plan, as an unfunded, nonqualified deferred compensation plan, at no time will have any actual investment of assets relative to the benefits or Accounts hereunder.
(2)Investment of Contributions
. Each Participant may make an Investment Election prescribing the percentage of the future contributions that will be deemed invested in each Investment Fund. An initial Investment Election of a Participant will be made as of the date the Participant commences participation in the Plan and will apply to all contributions credited to such Participant’s Directed Investment Account(s) after such date. Such Participant may make subsequent Investment Elections as of any Valuation Date, and each such election will apply to all such specified contributions credited to such Participant’s Directed Investment Account(s) after the Recordkeeper has a reasonable opportunity to process such election pursuant to such procedures as the Plan Administrator and the Recordkeeper may determine from time to time. Any Investment Election made pursuant to this subsection (b) with respect to future contributions will remain effective until changed by the Participant.
(3)Investment of Existing Account Balances
. Each Participant may make an Investment Election prescribing the percentage of his existing Directed Investment Account(s) balance that will be deemed invested in each Investment Fund. Such Participant may make such Investment Elections as of any Valuation Date, and each such election will be effective after the Recordkeeper has a reasonable
opportunity to process such election. Each such election will remain in effect until changed by such Participant.
(4)Plan Administrator Discretion
. The Plan Administrator will have complete discretion to adopt and revise procedures to be followed in making such Investment Elections. Such procedures may include, but are not limited to, the process of making elections, the permitted frequency of making elections, the incremental size of elections, the deadline for making elections, the effective date of such elections and whether and the extent to which to charge any Participant’s Directed Investment Account(s) an administrative fee for making such Investment Elections. Any procedures adopted by the Plan Administrator that are inconsistent with the deadlines or procedures specified in this Section will supersede such provisions of this Section without the necessity of a Plan amendment.
(5)Failure to Make Investment Fund Selection
. To the extent that a Participant fails to make a proper, complete or timely Investment Fund selection, he will be deemed to have selected the money market fund option or such other default Investment Fund that the Plan Administrator may select from time to time.
ARTICLE V.
PAYMENT OF BENEFITS
i.Amount of Distribution
. Except as otherwise provided in this Article V, each Participant (or his Beneficiary, if he dies before distribution of his Account) will be entitled to receive at the time set forth in Section 5.3 and in the form set forth in Section 5.4 a distribution of his vested Account, as adjusted as set forth in Sections 3.3, 3.4, 3.5, 3.6 and 3.7, determined as of the Valuation Date on which such distribution is processed. For purposes of this Section, the “Valuation Date on which such distribution is processed” refers to the Valuation Date established for such purpose by administrative practice, even if actual payment is made or commenced at a later date due to delays in valuation, administration or any other procedure. Neither the Company nor any other person will be liable to a Participant or Beneficiary for interest or investment losses due to an administrative delay in the processing of any payment under the Plan.
ii.Methods of Distribution
. The benefit payable to a Participant under Section 5.1 with respect to a Directed Investment Account shall be distributed solely in the form of cash. The benefit payable to a Participant under Section 5.1 with respect to a Stock Unit Account shall be distributed solely in the form of shares of Common Stock issuable pursuant to the Graphic Packaging Holding Company 2014 Omnibus Stock and Incentive Compensation Plan or any successor equity compensation plan.
iii.Timing of Distribution
.
(1)Default Timing
. Except as provided in subsection (b) hereof, and subject to the other terms of this Article V, the benefit payable to a Participant under Section 5.1 will be distributed within 60 days of the date of such Participant’s Separation from Service.
(2)Election of Distribution Timing
. A Participant may elect, as described in this subsection (b), to have Plan benefits paid upon the earliest of the default payment timing provided in subsection (a) and one or more the following events:
(a)Specified Date. A Participant may elect, at the time he makes each Deferral Election, to have his benefit payable with respect to that election paid in any month and year specified in such election that is at least 3 years after the first day of the Plan Year with respect to which to the Deferral Election relates.
(b)Change in Control. A Participant may elect, at the time he makes each Deferral Election, to have his benefit payable with respect to that election paid as of the date that a Change in Control occurs.
iv.Form of Distribution
.
(1)Single-Sum Payment
. Except as provided in Section 5.5 or 5.6 or subsection (b) hereof, the benefit payable to a Participant under Section 5.1 will be distributed in the form of a single-sum payment in cash.
(2)Annual Installments
. At the time he makes an election under Section 5.3(b)(1) or 5.3(b)(2), a Participant may make an election in writing (or in any other format permitted by the Plan Administrator) to have his benefit payable with respect to that election paid in the form of 2 to 10 annual installment payments. Each annual installment shall be equal to the value of the Participant’s Directed Investment Account(s) and/or a number of shares of Common Stock equal to the number of Stock Units held in the Participant’s Stock Unit Account(s), in each case multiplied by a fraction, the numerator of which is one (1) and the denominator of which is the number of installments remaining to be paid. For purposes of Section 409A of the Code, annual installment payments under this subsection shall be treated as a single payment and not as a series of separate payments.
v.Changing Time and/or Form of Distribution
. With respect to any scheduled payment under Section 5.3 or in accordance with this Section, a Participant may make an election to delay the payment from the originally scheduled payment date (the “Original Payment Date”) to a later date (the “New Payment Date”); provided, any such election to delay payment will be effective only if (i) the Participant makes the election to delay payment at least 12 months before the Original Payment Date, and (ii) the Participant’s New Payment Date is at least 5 years after the Original Payment Date. A Participant who makes an election to delay a payment pursuant to the preceding sentence may, at the time such election is made, also elect to have the benefit paid on the New Payment Date in a single-sum payment or 2 to 10 annual installment payments, without regard to the form in which the benefit was scheduled to be paid on the Original Payment Date. Subject to the requirements of this Section 5.4 and Code Section 409A, a Participant may make an election to delay a single payment date no more than twice.
vi.Death
.
(1)Before Scheduled Payment Date
. Notwithstanding Sections 5.3, 5.4 and 5.5, if, with respect to any benefit payable to a Participant under Section 5.1, a Participant dies prior to date on which such payment is scheduled to be made or commence, such benefit will be paid to the Participant’s Beneficiary in a single-sum payment in cash at any time through the last day of the year following the year in which the Participant’s death occurs.
(2)While Receiving Installment Payments
. Notwithstanding Sections 5.3, 5.4 and 5.5, if a Participant has begun receiving annual installment payments and dies before all scheduled annual installment payments have been made, any remaining installment payments will be paid to the Participant’s Beneficiary in a single-sum payment in cash at any time through the last day of the year following the year in which the Participant’s death occurs.
vii.Cash-Out
. Notwithstanding anything in this Article V or a Participant’s election to the contrary, if a Participant’s total vested Account balance is less than $10,000 on the date of the Participant’s Separation from Service, such Participant’s Account will be distributed in a single lump-sum payment upon the date of Separation from Service.
viii.Hardship Distributions
. Upon receipt of an application for a hardship distribution and the Plan Administrator’s decision, made in its sole discretion, that a Participant has suffered a Financial Hardship, such Participant will be entitled to receive a hardship distribution. Such distribution will be paid in a single-sum payment (provided that such Financial Hardship continues to exist on the date of the Plan Administrator’s determination). The amount of such single-sum payment will be limited to the amount of the Participant’s Account that the Plan Administrator determines is reasonably necessary to meet the Participant’s requirements resulting from the Financial Hardship (which may include amounts necessary to pay any Federal, state, local, or foreign income taxes or penalties reasonably anticipated to result from the payment) taking into account any additional compensation that is available to the Participant pursuant to a cancellation of his existing Deferral Elections pursuant to Section 3.5.
ix.Permissible Acceleration or Delay of Payments
.
(1)Acceleration of Payments
. Except as otherwise provided in this Section, no payment scheduled to be made under this Article V may be accelerated. Notwithstanding the foregoing, the Plan Administrator, in its sole discretion, may accelerate any payment scheduled to be made under this Article V in accordance with Code Section 409A (for example, upon certain terminations of the Plan (including, but not limited to, a termination of the Plan in connection with a Change in Control pursuant to Section 5.10), limited cash outs or to avoid certain conflicts of interest); provided, a Participant may not elect whether his scheduled payment will be accelerated pursuant to this
sentence. All payments scheduled to be made under this Article V shall be made no later than the date required under Code Section 409A.
(2)Delay of Payments
. Except as otherwise provided in this Section, no payment scheduled to be made under this Article V may be delayed. Notwithstanding the foregoing, the Plan Administrator, in its sole discretion, may delay any payment scheduled to be made under this Article V in accordance with Code Section 409A in any of the following circumstances as long as the Plan Administrator treats all payments to similarly situated Participants on a reasonably consistent basis.
(a)The Plan Administrator may delay payment if it reasonably anticipates that the making of the payment will violate federal securities laws or other applicable laws provided payment is made at the earliest date on which the Plan Administrator reasonably anticipates that the making of the payment will not cause such violation.
(b)The Compensation and Benefits Committee reserves the right to amend the Plan to provide for a delay in payment upon such other events and conditions as the Secretary of the Treasury may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.
x.Change in Control
.
(1)Discretionary Termination and Liquidation upon a Change in Control
. The Compensation and Benefits Committee, in its sole discretion, may terminate and liquidate the Plan within the 30 days preceding or the 12 months following a Change in Control such that all Participants and Beneficiaries affected by the Change in Control shall receive all amounts deferred under the Plan within 12 months of the date of such termination; provided, such acceleration of payments will be made only if all agreements, methods, programs, and other arrangements sponsored by the Company immediately after the Change in Control with respect to which deferrals of compensation are treated as having been deferred under a single plan with the Plan under Treasury Regulation Section 1.409A-1(c)(2) are terminated and liquidated with respect to each participant that experienced the Change in Control, so that under the terms of the termination and liquidation all such participants are required to receive all amounts of compensation deferred under the terminated agreements, methods, programs, and other arrangements within 12 months of the date all necessary action to terminate and liquidate the agreements, methods, programs, and other arrangements are taken.
(2)Other Accelerations Upon a Change in Control
. Except as otherwise provided under a Participant’s election under Section 5.3(b)(2) or upon the termination and liquidation of the Plan in the Compensation and Benefits Committee’s sole discretion pursuant to subsection (a) hereof, distributions from a Participant’s Account will not be made upon a Change in Control.
ARTICLE VI.
CLAIMS
i.Participant Rights
. If a Participant has any grievance, complaint or claim concerning any aspect of the operation or administration of the Plan, including but not limited to claims for benefits, (referred to herein as “claim” or “claims”) the Participant will submit the claim in accordance with the procedures set forth in this Article VI. All such claims must be submitted within the “applicable limitations period.” The “applicable limitations period” will be 1 year, beginning on (i) in the case of any payment, the date on which the payment was made, or (ii) for all other claims, the date on which the action complained of occurred. Additionally, upon denial of an appeal pursuant to Section 6.3 hereof, a Participant will have 1 year within which to bring suit for any grievance complaint or claim related to such denied appeal; any such suit initiated after such 1-year period will be precluded.
ii.Initial Claim
. Claims for benefits under the Plan may be filed with the Plan Administrator on forms or in such other written documents, as the Plan Administrator may prescribe. The Plan Administrator will furnish to the claimant written notice of the disposition of a claim within 90 days after the application therefor is filed; provided, if special circumstances require an extension of time for processing the claim, the Plan Administrator will furnish written notice of the extension to the claimant prior to the end of the initial 90-day period, and such extension will not exceed one additional, consecutive 90-day period, provided, if matters beyond the control of the Plan Administrator require an additional extension of time for processing the claim, the Plan Administrator will furnish written notice of the second extension to the claimant prior to the end of the initial 30-day extension period, and such extension will not exceed an additional, consecutive 30-day period). In the event the claim is denied, the notice of the disposition of the claim will provide the specific reasons for the denial, citations of the pertinent provisions of the Plan, and, where appropriate, an explanation as to how the claimant can perfect the claim and/or submit the claim for review.
iii.Appeal
. Any Participant or Beneficiary who has been denied a benefit will be entitled, upon request to the Plan Administrator, to appeal the denial of his claim. The claimant (or his duly authorized representative) may review pertinent documents related to the Plan in the Plan Administrator’s possession in order to prepare the appeal. The request for review, together with a written statement of the claimant’s position, must be filed with the Plan Administrator no later than 60 days after receipt of the written notification of denial of a claim provided for in Section 6.2. The Plan Administrator’s decision will be made within 60 days following the filing of the request for review and will be communicated in writing to the claimant; provided, if special circumstances require an extension of time for processing the appeal, the Plan Administrator will furnish written notice to the claimant prior to the end of the initial 60-day period, and such an extension will not exceed one additional 60-day period. If unfavorable, the notice of the decision
will explain the reasons for denial and indicate the provisions of the Plan or other documents used to arrive at the decision.
iv.Satisfaction of Claims
. Any payment to a Participant or Beneficiary will to the extent thereof be in full satisfaction of all claims hereunder against the Plan Administrator, the Compensation and Benefits Committee, and the Company, any of whom may require such Participant or Beneficiary, as a condition to such payment, to execute a receipt and release therefor in such form as determined by the Plan Administrator, Compensation and Benefits Committee, or the Company. If receipt and release is required but the Participant or Beneficiary (as applicable) does not provide such receipt and release in a timely enough manner to permit a timely distribution in accordance with the general timing of distribution provisions in the Plan, such payment will be forfeited.
ARTICLE VII.
SOURCE OF FUNDS; TRUST
i.Source of Funds
. Except as provided in this Section and Section 7.2 (relating to the Trust), the Company will provide the benefits described in the Plan from its general assets. However, to the extent that funds in such Trust allocable to the benefits payable under the Plan are sufficient, the Trust assets may be used to pay benefits under the Plan. If such Trust assets are not sufficient to pay all benefits due under the Plan, then the Company will have the obligation, and the Participant or Beneficiary, who is due such benefits, will look to the Company to provide such benefits.
ii.Trust
.
(1)Establishment
. To the extent determined by the Company, the Company will transfer to the Trustee the funds necessary to fund benefits accrued hereunder to the Trustee to be held and administered by the Trustee pursuant to the terms of the Trust Agreement. Except as otherwise provided in the Trust Agreement, each transfer into the Trust Fund will be irrevocable as long as the Company has any liability or obligations under the Plan to pay benefits, such that the Trust property is in no way subject to use by the Company; provided, it is the intent of the Company that the assets held by the Trust are and will remain at all times subject to the claims of the general creditors of the Company.
(2)Distributions
. Pursuant to the Trust Agreement, the Trustee will make payments to Plan Participants and Beneficiaries in accordance with a payment schedule provided by the Company. The Company will make provisions for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plan and will pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Company.
(3)Status of the Trust
. No Participant or Beneficiary will have any interest in the assets held by the Trust or in the general assets of the Company other than as a general, unsecured creditor. Accordingly, the Company will not grant a security interest in the assets held by the Trust in favor of the Participants, Beneficiaries or any creditor.
iii.Funding Prohibition under Certain Circumstances
. Notwithstanding anything in this Article VII to the contrary, no assets will be set aside to fund benefits under the Plan if such setting aside would be treated as a transfer of property under Code Section 83 pursuant to Code Section 409A(b).
ARTICLE VIII.
PLAN ADMINISTRATION
i.Rights and Duties of the Plan Administrator
. The Plan Administrator will administer the Plan and will have all powers necessary to enable it to properly to carry out its duties as set forth in the Plan, including (but not limited to) the following:
(1)To construe, interpret and administer the Plan;
(2)To the extent not delegated to the Recordkeeper, to make determinations required by the Plan, including, but not limited to, determinations of whether an individual is in a class of persons designated (either by the terms of the Plan or by the Compensation and Benefits Committee) as eligible to participate in the Plan, and to maintain records regarding Participants’ and Beneficiaries’ benefits hereunder;
(3)To the extent not delegated to the Recordkeeper, to compute and certify to the Company the amount and kinds of benefits payable to Participants and Beneficiaries, and to determine the time and manner in which such benefits are to be paid;
(4)To authorize all disbursements by the Company pursuant to the Plan or the Trust Agreement;
(5)To the extent not delegated to the Recordkeeper, to maintain all the necessary records of the administration of the Plan;
(6)To make and publish such rules for the regulation of the Plan as are not inconsistent with the terms hereof;
(7)To delegate to other individuals or entities, including, but not limited to, the Recordkeeper, from time to time the performance of any of its duties or responsibilities hereunder; and
(8)To hire agents, accountants, actuaries, consultants and legal counsel to assist in operating and administering the Plan.
The Plan Administrator will have the exclusive right to construe and interpret the Plan, to decide all questions of eligibility for benefits and to determine the amount of such benefits, and its decisions on such matters will be final and conclusive on all parties.
ii.Compensation, Indemnity and Liability
. The Plan Administrator and its members will serve as such without bond and without compensation for services hereunder. All expenses of the Plan Administrator will be paid by the Company. No member of the Plan Administrator will be liable for any act or omission of any other member of the Plan Administrator, or for any act or omission on his own part, excepting his own willful misconduct. The Company will indemnify and hold harmless the
Plan Administrator and each member thereof against any and all expenses and liabilities, including reasonable legal fees and expenses, arising out of his membership on the committee, excepting only expenses and liabilities arising out of his own willful misconduct.
ARTICLE IX.
AMENDMENT AND TERMINATION
i.Amendments
. The provisions of the Plan may be amended at any time and from time to time by the Compensation and Benefits Committee or its authorized delegate (including, to the extent provided in the Charter, the Plan Administrator). An amendment to the Plan may modify its terms in any respect whatsoever; provided, no such action may reduce the amount already credited to a Participant’s Account without the affected Participant’s written consent. All Participants and Beneficiaries will be bound by such amendment.
ii.Plan Freeze or Termination
.
(1)Freezing Plan Benefits
. The Compensation and Benefits Committee will have the right, in its sole discretion, to impose a permanent or temporary freezing of the Plan as of the end of any Plan Year, such that the Plan will remain in effect with respect to existing Account balances without permitting any new contributions in subsequent Plan Years.
(2)Plan Termination
. The Compensation and Benefits Committee expects to continue the Plan but reserves the right to discontinue and terminate the Plan at any time, for any reason, subject to the restrictions provided under Code Section 409A. Any action to terminate the Plan will be taken by the Compensation and Benefits Committee or its authorized delegate in the form of a written Plan amendment executed by a duly authorized officer of the Company. If the Plan is terminated, each Participant’s Account will be distributed in a single-sum payment in cash as soon as practicable after the date the Plan is terminated. The amount of any such distribution will be determined as of the Valuation Date such termination distribution is to be processed. Such termination will be binding on all Participants and Beneficiaries. Notwithstanding the foregoing, the cancellations of Participants’ Deferral Elections and distributions of Accounts will be made upon termination of the Plan (including any partial termination relating to a specified group of Participants) only to the extent permitted under Code Section 409A.
ARTICLE X.
MISCELLANEOUS
i.Beneficiary Designation
.
(1)General
. Participants will designate and from time to time may re-designate their Beneficiaries in such form and manner as the Plan Administrator may determine.
(2)No Designation or Designee Dead or Missing
. In the event that:
(a)a Participant dies without designating a Beneficiary;
(b)the Beneficiary designated by a Participant is not surviving when a payment is to be made to such person under the Plan, and no contingent Beneficiary has been designated; or
(c)the Beneficiary designated by a Participant cannot be located by the Plan Administrator within a reasonable time before the latest date for payment to such Beneficiary pursuant to Article V;
then, in any of such events, the Beneficiary of such Participant with respect to any benefits that remain payable under the Plan will be the Participant’s Surviving Spouse, if any, and if not, the estate of the Participant.
(3)Forfeiture of Benefits by Certain Individuals
. Notwithstanding anything to the contrary in the Plan, no payment of benefits will be made under any provision of the Plan to any individual with respect to whom such amount would otherwise be payable if, by virtue of such individual’s involvement in the death of the Participant or Beneficiary, such individual’s entitlement to any interest in assets of the deceased could be denied (whether or not there is in fact any such entitlement) under any applicable law, state or federal, including without limitation laws governing intestate succession, wills, jointly-owned property, bonds, and life insurance. For purposes of the Plan, any such individual will be deemed to have predeceased the Participant or Beneficiary, as applicable. To the extent consistent with Code Section 409A and the guidance issued thereunder, the Plan Administrator may withhold distribution of benefits otherwise payable under the Plan for such period of time as is necessary or appropriate under the circumstances to make a determination with regard to the application of this Section.
ii.Distribution pursuant to a Domestic Relations Order
.
(1)Distribution Due to Domestic Relations Order
. Upon receipt of a valid domestic relations order requiring the distribution of all or a portion of a Participant’s Account to an alternate payee, the Plan Administrator will cause the Company to pay a distribution to such alternate payee. The distribution will be completed as soon as administratively practicable after the Plan Administrator determines that the order meets the elements of a valid domestic relations order, as set forth in subsection (b) hereof, or if later, when the terms of the order have been modified to meet such elements. No distribution will be completed unless and until the order constitutes a valid domestic relations order.
(2)Requirements of a Domestic Relations Order
. For purposes of this Section, a court order will be considered a valid domestic relations order if it relates to the provision of child support, alimony payments or marital property rights to a spouse, former spouse, child or other dependent of a Participant, and is made pursuant to the domestic relations law of a state. The order should clearly identify the name of the Participant and the alternate payee, the Plan, and the amount or percentage of the Participant’s Account to be paid to the alternate payee, or the manner in which such amount or percentage is to be determined. The order may not require payment of a type or form of benefit other than as provided in subsection (a) hereof, payment of increased benefits or benefits to which the Participant does not have a vested right, or payment of benefits required to be paid to another alternate payee under another order previously determined to be a valid domestic relations order.
(3)Domestic Relations Order Review Authority
. The Plan Administrator will have authority to review and determine whether a court order meets the conditions of this Section, and to issue and adopt procedures that may be helpful in administering this Section.
iii.Headings
. The headings of the various articles and sections in the Plan are solely for convenience and will not be relied upon in construing any provisions hereof. Any reference to a section refers to a section of the Plan unless specified otherwise.
iv.Gender and Number
. Use of any gender in the Plan will be deemed to include all genders when appropriate, and use of the singular number will be deemed to include the plural when appropriate, and vice versa in each instance.
v.Assignment of Benefits
. Except as provided in Section 10.2, the right of a Participant or his Beneficiary to receive payments under the Plan may not be anticipated, alienated, sold, assigned, transferred, pledged, encumbered, attached or garnished by creditors of such Participant or Beneficiary,
except by will or by the laws of descent and distribution and then only to the extent permitted under the terms of the Plan.
vi.Legally Incompetent
. The Plan Administrator, in its sole discretion, may direct that payment to be made directly to an incompetent or disabled person, whether incompetent or disabled because of minority or mental or physical disability, or to the guardian of such person or to the person having legal custody of such person or to such other person as the Plan Administrator may otherwise determine, without further liability with respect to or in the amount of such payment either on the part of the Company or the Plan Administrator.
vii.Governing Law
. The Plan will be construed, administered and governed in all respects in accordance with applicable federal law (including the Employee Retirement Income Security Act of 1974, as amended) and, to the extent not preempted by federal law, in accordance with the laws of the State of Delaware. If any provisions of this instrument are held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof will continue to be fully effective.
viii.Tax Effects
. The Plan is intended to comply with Code Section 409A and the regulations and other guidance issued thereunder such that no Participant shall be subject to early taxation or penalties thereunder. The Plan will be interpreted consistent with this intent. However, notwithstanding anything in the Plan or any summary or information regarding the Plan to the contrary, each Participant shall be solely responsible for all taxes due with respect to his benefits under the Plan, including, but not limited to, any federal, state or local income tax, any employment tax and any tax penalties, specifically including, but not limited to, tax penalties imposed under Code Section 409A. The Company retains the full discretion to apply the tax laws as it deems appropriate from time to time and makes no representation or guaranty that benefits under the Plan will have any specific tax effect or receive any specific tax treatment.
The foregoing is hereby acknowledged as being the Graphic Packaging Holding Company Directors’ Non-Qualified Deferred Compensation Plan, as adopted by the Board of Directors on ________, 2020, to be effective as of January 1, 2021.
GRAPHIC PACKAGING HOLDING COMPANY
By:
Name:
Title:
The Core of Our Success
Graphic Packaging Code of Conduct
CEO’s Message
The greatest asset any company has is its people. Whether you work in a paper mill, converting plant, corporate or virtual office, warehouse, distribution facility, or sales office, you are the face of Graphic Packaging. Every decision you make and every action you take defines who we are as an organization. This Code of Conduct is designed to guide you to make the right decisions. The Code is your individual responsibility, and we also expect our business partners to uphold Graphic Packaging’s high standards.
The Code defines acceptable and unacceptable behavior, along with the actions you should take to uphold it. Since the Code is based on our Core Values, which should be familiar to you as a Graphic Packaging employee, you are likely already following it in your daily routines.
The Code cannot cover every ethical situation that arises. We count on you to use good judgment and to proceed based on the information you have. You may think your everyday actions do not mean that much, but they do. Getting to your job on time, reporting misbehavior or conflicts of interest, telling a coworker the right thing to do, giving your best every day – all of these actions express commitment to our Core Values.
In doubt? Find out! Know the Code, and if you face an uncertain situation, reach out to the appropriate people in the Company to help you make the best decision. Let’s do this together. It’s the key to long-term success for each of us.
Thank you for your cooperation and for everything you do to make Graphic Packaging an admirable place to work.
Michael P. Doss
President and Chief Executive Officer
Graphic Packaging Holding Company
Our Core Values
Core Values are the cornerstone of our culture and guide us as we work together in achieving success.
INTEGRITY
Integrity means honesty, leading by example. Keeping promises, meeting commitments, and taking pride in what we do.
RESPECT
Each person’s unique skills and abilities are valued. We actively solicit each other’s ideas and honor diverse opinions. Everyone’s contributions are appreciated, and accomplishments are always recognized.
ACCOUNTABILITY
Each individual is personally responsible for doing their job to the best of their abilities and delivering on results. We never quit in meeting our commitments to shareholders, customers, and employees.
RELATIONSHIPS
We have an unwavering commitment to listen to and meet the needs of our customers and create innovative solutions that result in shared prosperity.
TEAMWORK
The strongest teams share common goals and work together to achieve them. We encourage everyone’s involvement and support each other’s ideas. Team members help others without being asked.
INTRODUCTION
•Purpose of Our Code
•Together We Follow the Code
•We Follow the Law
•Speaking Up About Misconduct
-Investigations
-Non-retaliation Policy
•Responsibilities of Managers
•Waivers
WE ACT WITH INTEGRITY
•Maintaining Accurate Records
•Insider Trading
-Material, Nonpublic Information
•Anti-bribery
•Anti-money Laundering
WE RESPECT EACH OTHER
•Playing It Safe at Work
-Drugs and Alcohol
-Workplace Violence
•Celebrating Workplace Diversity
-Equal Employment Opportunity
-Anti-harassment
•Volunteering
•Sustaining the Planet
WE ARE PERSONALLY ACCOUNTABLE
•Protecting Your Privacy
•Protecting Confidential Information
•Safeguarding Company Assets
-Physical Property
-Information Technology
-Work Product
•Political Contributions
•Theft of Company Property
WE BUILD POSITIVE RELATIONSHIPS AND WE WORK TOGETHER AS A TEAM
•Working With Customers and Suppliers
•Imports/Exports and Anti-boycott
•Antitrust and Competition
•Distributing Literature
•Conflicts of Interest
-Recognizing Conflicts
-Disclosure
•Honoring Human and Workplace Rights
•Ensuring Product Quality and Safety
•Communicating About Graphic Packaging
CERTIFICATION OF UNDERSTANDING
RESOURCES
POLICY LINKS
INTRODUCTION
Welcome to the Graphic Packaging Code of Conduct. It reflects our Core Values and is our guide to ethical conduct and behavior consistent with our culture, wherever we do business.
Purpose of Our Code
Our Code of Conduct outlines the principles, policies, and laws that guide our actions on the job. The Code applies to every employee, officer, and director of the Company and its subsidiaries. It shows us how to be responsible for ourselves and for each other. This makes us a stronger company and better able to deliver on our promises.
The Code also protects our personal integrity and safety at all times, because it gives us a way to respond to unethical actions. Report any activity or behavior that is illegal, unethical, or does not comply with our Code to your manager, Human Resources Representative, a Senior or Executive Vice President, Internal Audit, or the General Counsel. You may also report any concerns to the ALERTline. To report a concern online, you may visit the following website, gpibusinessconductALERTline.ethicspoint.com or dial the toll-free number for your country listed on the Resources page in the back of this booklet. We expect your adherence to the Code.
Together We Follow the Code
Our Code of Conduct applies to every employee, officer, and director of Graphic Packaging and our subsidiaries worldwide. We expect you to follow it and to insist others follow it as well. In this way, the Code helps us work as a team. Our Code clarifies how you should:
•Act in accordance with the law and our policies
•Behave in a way that reflects positively on the Company
•Avoid any circumstance that may create a conflict, or appear to be a conflict, between your personal interests and those of the Company
•Speak up about ethical concerns with a manager, Human Resources Representative, our Law Department, or through the ALERTline, without fear of retaliation or negative consequences
The Code cannot cover every situation that might arise. If you need help interpreting a policy or applying our Code, ask your manager, Human Resources Representative, a Senior or Executive Vice President, Internal Audit, or our Law Department.
We Follow the Law
We comply with all applicable laws. In some instances, the Company’s policies may be stricter than the applicable law. In such cases, the Company’s policies shall prevail. Any time laws, local business practices, or customs conflict with our Code, seek guidance from your supervisor or our Law Department.
Speaking Up About Misconduct
If you see, know, or hear about any potential violations of our Code, inappropriate or unsafe conduct, or behavior that is illegal, let us know. Even if you only suspect unethical behavior, we count on you to speak up. Talk to your manager, or Human Resources Representative, our Law Department, or Internal Audit, or our ALERTline.
Investigations
We have procedures in place to promptly investigate every report, including those made anonymously. As we gather information, you are expected to cooperate in any investigations. We will keep any information you share as confidential as possible. Our Code is not meant to lay blame or unfairly accuse people. It is here to ensure we maintain our corporate integrity at all times. We expect all employees, managers, supervisors, and senior executives who know of illegal or unethical conduct or the appearance of illegal or unethical conduct to take corrective action and report it.
Anyone found in violation of our Code or who is dishonest during an investigation is subject to disciplinary action up to and including termination and/or legal action. We fully cooperate with law enforcement in cases involving theft, fraud, or other illegal activity.
Non-retaliation Policy
We do not tolerate retaliation against anyone who makes a good faith report. Good faith means that you are being truthful and fair. No one will prevent you from making a report, and you will not be disciplined or penalized in any way just for making a report. We honor you for standing up for what is right.
If you are the target of retaliation, report it to your manager, Human Resources Representative, or the ALERTline. Any employee who retaliates against someone will be disciplined, up to and including dismissal.
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Making a good faith report means you honestly believe that an action is inappropriate, illegal, or violates our Code.
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Making Good Decisions
Q. There is someone in the Company who routinely violates our Code, and everyone knows it – even my boss. If no one is saying anything, I shouldn’t either, right?
A. Wrong. You have a responsibility to speak up when you see or suspect a violation.
Responsibilities of Managers
When you manage others, you have unique responsibilities. You are a leader, and others look to you as a role model. We expect you to set a good example by demonstrating our Core Values in word and deed every day by:
•Upholding the highest standards of professional conduct
•Acting in the best interests of the Company as a whole
•Making workplace safety and health a priority
•Promoting a sense of pride in the work of every employee
•Helping employees achieve their full potential at work
•Ensuring employees accurately and honestly record their work hours
•Encouraging employees to follow the Code and report violations without fear of reprisal
We look to you to create an atmosphere where employees enjoy coming to work, are safe and productive, and know they are appreciated. Make sure your door is always open to hear concerns and carefully consider any suggestions you are given for improvements in how we do business. Managers are required to promptly report any and all inappropriate or illegal conduct or Code violations to Human Resources, Internal Audit or the Law Department.
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Making Good Decisions
Q. A rumor is going around about a manager who is stealing money from the Company. I don’t know the manager, but I have heard his name mentioned. If I report it and the rumor is false, will I get in trouble?
A. No. A report that you make honestly is considered in good faith. Since this is a potentially serious matter, you are right to speak up.
Waivers
We realize that the Code will not cover every possible circumstance, so our Company may modify the Code, as necessary. Any waivers or exceptions of the Code for any Executive Officer or Director can only be made by the Board of Directors. In the rare situation that a waiver is approved, we will quickly and properly disclose it where required by law.
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We cannot list every possible unethical situation you may encounter on the job. Use your best judgment.
Know Our Policies
Policy Handbook
Resources
Speak up
WE ACT WITH INTEGRITY
Integrity means honesty, leading by example. Keeping promises, meeting commitments, and taking pride in what we do.
Maintaining Accurate Records
We are a public company subject to certain reporting and documentation requirements. Guided by our stringent internal accounting controls, we record all payments, fund transfers, assets, and financial activities completely, honestly, and accurately. We safeguard all books, records, accounts, and financial statements and store and retain them in accordance with our policies and the law.
In general. You are required to do the following if your duties involve accounting procedures:
•Obtain proper authorization for completing certain transactions
•Report and correct errors, immediately
•Refrain from maintaining “off the books” funds or assets unless permitted by law
•Maintain, store, and dispose of records according to applicable data retention policies
•Respond to internal inquiries about our financial records, promptly
Our Company must follow strict guidelines regarding public communications and reporting of financial information.
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Making Good Decisions
Q. Can I use my Company credit card for personal expenses as long as I report it and reimburse the Company later?
A. No. This is an unauthorized use and violates our strict accounting controls.
Insider Trading
All employees and directors of the Company must abide by applicable insider trading laws. In addition, any purchase or sale of Company stock, bonds, or other securities must comply with our policy.
Material, Nonpublic Information
As an employee, you may have access to material, nonpublic (or “inside”) information about our Company, such as information about:
•New product introductions
•Sales transactions
•Product developments
•Impending litigation
•Stock splits
•Mergers or acquisitions
•Leadership changes
•Financial results and forecasts
Never use material, nonpublic information as the basis of a trade in Company securities, or those of our suppliers, business partners, or customers. It is against the law to buy or sell securities of any type based
on such information and is called “insider trading.” It is also against the law to use such information to influence others to buy or sell securities. This is called “tipping.” If you think material, nonpublic information is being used improperly or in violation of our policy or the law, report it.
As a Graphic Packaging employee, we may ask you to provide information at times to help us file certain documents as required by law. You have a responsibility to cooperate with such requests and to respond with accurate information.
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Making Good Decisions
Q. I just heard that we are negotiating the purchase of one of our competitors, which could increase our market share. Can I buy GPI stock now so that I can realize a gain when this transaction becomes public?
A. No. This is considered material, nonpublic information. If you buy stock or tell someone else to purchase stock based on this information, you would be breaking insider trading laws. Keep the news to yourself, and do not trade in GPI stock until it is publicized.
Know Our Policies
Policy on Trading in Securities
Anti-bribery
We prohibit bribery in any form. A bribe is an offer of a gift, service, or money made to retain business or obtain an improper advantage. Most countries in which we do business have anti-bribery laws in place. Do not offer payments, promises, or anything of value, directly or indirectly, to any individual, company, organization, or government agency as an inducement to do business with us. Do not solicit or accept bribes or allow others to bribe on our behalf.
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Making Good Decisions
Q. A sales representative promised to give me a portion of his commission if GPI signs a contract to purchase supplies from his company. What should I do?
A. This is a bribe. Refuse to do business with that supplier.
Know Our Policies
Anti-bribery and Anti-corruption Policy
Anti-money Laundering
We do not tolerate money laundering. Money laundering is an effort to make it appear that money derived from an illegal activity is from a legal source. Masking a source of funds obtained unlawfully is a criminal act. Make sure customers are reliable and transactions are conducted with legitimate sources of funds. Be on the lookout for suspicious or irregular banking activities, such as payments coming from an unknown third party on a customer’s behalf.
WE RESPECT EACH OTHER
Each person’s unique skills and abilities are valued. We actively solicit each other’s ideas and honor diverse opinions. Everyone’s contributions are appreciated, and accomplishments are always recognized.
Playing It Safe at Work
Workplace safety is a top priority for us. Our employees are our greatest assets and should be protected. We have an excellent safety record because we comply with applicable health, safety, and environmental protection laws. A safe and healthy workplace helps reduce injuries and illness and increases productivity.
Health and safety. Follow safe handling and operating procedures when using equipment and materials required for your job. If you observe an unsafe condition, potential hazard, or dangerous practice, address it with your coworker or supervisor, as applicable, or, if you are not comfortable doing so, report it to your local health, safety, and environmental representative or the Company’s ALERTline. This includes safety issues concerning our suppliers, customers, and business partners, too.
Safety absolutes. Keep fully informed of current safety requirements and comply with them. Observe our zero-tolerance policy for the following “safety absolutes”:
•Neglecting to lockout equipment in violation of lockout/tagout procedures
•Neglecting to follow fall protection procedures
•Neglecting to follow confined space permit procedures when entering a defined confined space
•Bypassing, removing, or disabling a safety device
•Reaching into moving equipment in violation of safe operating procedures
•Operating a powered industrial vehicle in a reckless or threatening manner
•Placing yourself or another employee in serious danger
Know Our Policies
Health and Safety Policy
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Making Good Decisions
Q. The other day, the tail of a carton jammed my machine. I was able to pull it out quickly without having to stop the machine or use the lockout/tagout procedures. No one saw me, and I was not injured. If no one mentions it, everything is okay, isn’t it?
A. No! Your safety and that of your coworkers is our primary concern. Under no circumstances should you reach into a moving machine in violation of lockout/tagout and other safety policies. Doing so violates the safety absolutes, even if no injury occurs, and may result in discipline, up to and including termination. If you see anyone bypassing a guard or lockout/tagout procedures to reach into a machine, you must immediately report it to a supervisor or manager.
Drugs and Alcohol
The misuse and abuse of drugs and alcohol can impair judgment, create health risks, and endanger yourself and others. While at work or conducting Company business, do not use, sell, or distribute illegal substances. You must:
•Use prescription medications responsibly and report any usage of prescriptions that may impair your ability to perform your job duties to your supervisor
•Comply with all laws that apply to alcohol and drug use
•Consume alcohol in moderation when served at Company events
If you or a coworker has a drug or alcohol problem, report it. Treatment may be available through our Employee Assistance Program and other applicable local programs. Please consult your local Human Resources Representative for more information.
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Making Good Decisions
Q. My manager just went through a divorce, and it hit him hard. Sometimes he comes to work late and seems to slur his words and forgets things that I tell him. I think he may be developing a drinking problem and could even be coming to work under the influence. Should I just wait and see if he gets over this?
A. No! You are right to be concerned. Consuming alcohol in excess, even while not at work, may interfere with job performance and could lead to other harmful consequences. Speak up and report this behavior to someone of higher managerial authority or through the Company’s ALERTline.
Workplace Violence
Our words and actions should not present a danger to anyone. We strictly prohibit workplace violence, threats, and other behaviors that disrupt the workplace or put employees at risk. Such behaviors include:
•Physical acts of violence against a person or their property
•Verbal or written threats, vicious statements, or hostile or threatening images
•Possession of a firearm or other weapon in violation of our policies
•Jokes or comments about violent events
Firearm possession. Except as otherwise provided by relevant, applicable law, we prohibit firearms, ammunition, explosives, weapons, and dangerous instrumentalities of any kind (with the exception of Company-issued tools, such as safety knives) on property that is leased, controlled, or owned by the Company (including in working areas, in buildings, or on an employee’s person while he or she is performing work), and in Company vehicles at any time. You may be subject to a search of personal belongings and a criminal background check to the extent allowed by applicable law.
Know Our Policies
Workplace Violence Policy
Celebrating Workplace Diversity
One of the values that is core to our very existence is respect, not only for our fellow workers, but for everyone we encounter. We honor diverse opinions and treat each other with dignity – regardless of position, skin color, location, or personal beliefs. We work together to improve our culture by demonstrating an understanding and appreciation for the diversity and differences that make Graphic Packaging a great place to work. We are all accountable for creating a working environment where everyone feels safe, included, and valued; and we do not tolerate behavior that is inconsistent with our policies prohibiting discrimination and harassment.
Equal Employment Opportunity
Our hiring, training, compensation, and other employment practices are free from discrimination. We do not make employment decisions based on race, color, religion, age, gender or sex (including pregnancy), national origin, ancestry, marital status, sexual orientation, gender identity, disability, veteran/military status, genetic information, or any characteristic protected by law. We make every effort to provide reasonable accommodations for those with disabilities, and we do not tolerate human trafficking or modern slavery in our business or our supply chain.
Anti-harassment
We want to ensure that everyone feels safe and respected at work. That is why we have a zero-tolerance policy for workplace harassment. It violates our Core Values, our Code, and may be unlawful. We do not allow bullying, intimidation, or any conduct that may be considered or lead to harassment or creates a hostile work environment for anyone. This applies to job applicants, employees, suppliers, contractors, visitors, and business partners. Harassment can take many forms, for instance:
How to stay alert for sexual harassment:
Keep in mind that sexual harassment comes in many forms, including:
Quid pro quo requests, suggestions, or arrangements
Any sexual conduct or communication considered unwelcome or offensive
Further, like all forms of harassment, it:
Can happen between members of the same or opposite sex
Can be verbal or non-verbal, physical, or visual
Can take place via email, via text, or on social media
Can happen between suppliers, customers, or employees
Can happen at work or at work-related events
•Sexual harassment, such as:
◦Sexual advances or requests for sexual favors
◦Unwanted touching
◦Lewd jokes
◦Displaying sexually explicit objects or images
◦Continuing to make sexual advances after being told “no”
•Bullying, such as verbal threats, epithets, profanity, or slurs
•Hostile or threatening communications toward an individual or group
•Derogatory images, photos, drawings, posters, or gestures
•Retaliation or threats of retaliation for reporting incidents of harassment
To do your part, make sure you are treating everyone with dignity and respect and keeping in mind that it is the impact of your actions that matters. In other words, saying “That’s not what I meant” will not make bad behavior okay.
Also, get involved. If you see or experience disrespectful or inappropriate behavior, do not ignore it. If it feels safe to do so, tell the person to stop. However, if you are uncomfortable approaching the person directly, talk to your manager, Human Resources Representative, Regional Human Resources Director or the Executive Vice President, Human Resources right away.
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Making Good Decisions
Q. A couple of my coworkers tell crude jokes during the day. It’s all in good fun, and it doesn’t bother me; but I wonder if it bothers anyone else. What should I do?
A. Let your coworkers know their behavior is inappropriate at work. You can also refer them to our Code and any local policies prohibiting harassment. If their behavior continues, report the conduct to your manager, Human Resources Representative, or the Executive Vice President, Human Resources.
Q. I met with a coworker in his office and he had a quote framed on his desk that seemed sexually suggestive. It was probably meant to be funny, but I found it offensive. He’s otherwise a very respectful person … am I just being too sensitive?
A. No, if you find it offensive, chances are others do, too. Encourage him to remove the quote. If he refuses, report the conduct to your manager, Human Resources Representative, or the Executive Vice President, Human Resources.
Know Our Policies
Equal Employment Opportunity Policy
Anti-harassment Policy
Human Rights Policy
Volunteering
We are committed to being good corporate citizens and honoring volunteer activities that improve the quality of life for others.
Your volunteer time should not interfere with your work schedule. We support your involvement in Company-sponsored volunteer activities, but you should never feel pressured to participate.
Sustaining the Planet
Sustainability is a fundamental principle that impacts every part of our business. That’s why we are committed to What about business partners?
We source products and materials responsibly. This means that we consider a business partner’s impact on the environment before agreeing to work with them.
conserving natural resources, preventing pollution, and creating innovative packaging that uses renewable and recyclable materials with renewable energy to sustain our world.
We also keep in mind that sustainability does not work as a top-down edict. It requires commitment and participation from the ground up, both in our Company and in the community.
Help and contribute by always looking for ways to:
•Improve operations – for example, by saving energy and water
•Minimize our environmental footprint – for example, by recycling and reusing materials whenever possible
•Dispose of hazardous material properly – for example, by following proper procedures and protocols
•Come up with creative solutions – for example, by creating products that serve our customers while protecting the planet
[WILL APPEAR IN SHADED BOX OR MARGIN]
Making Good Decisions
Q. A nearby school wants to start a recycling program. Can I offer the Company’s support in any way?
A. It depends. Our dedication to protecting our environment starts with participation in these kinds of grassroots efforts. We may be able to assist with environment education, too, but discuss this opportunity with your manager or a supervisor and obtain approval before proceeding.
Q. One of our storage containers is always leaking, and I am concerned that the leaking fluids could harm the environment. What should I do?
A. Report this incident to your manager right away. By speaking up, you can make sure that the issue is addressed and any potential harm to the environment is removed. We appreciate our employees joining us in our efforts.
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Know Our Policies
Sustainability Statement
WE ARE PERSONALLY ACCOUNTABLE
Each individual is personally responsible for doing their job to the best of their abilities and delivering on results. We never quit in meeting our commitments to shareholders, customers, and employees.
Protecting Your Privacy
What is “personal information” and how do I protect it?
Personal information is any information that can reasonably be linked to a person, including:
Names
Personal identification numbers
Birthdays
Protect personal information by:
Following all records management policies and data privacy laws
Never sharing it with anyone who does not have a business need to know it
Being mindful of where and how you discuss it
Practicing good cybersecurity
We collect and store personal data related to your employment in accordance with applicable data protection laws and regulations. This may include personal identifiers, such as dates of birth and social security numbers as well as compensation, medical, and benefit data. We do not release personal information from your personnel file, except to verify employment or for legitimate business or legal reasons.
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Making Good Decisions
Q. I overheard a coworker discussing our Company health insurance benefits with someone over the phone. Does this violate our Code?
A. No. General information about our health insurance plan is not considered private.
Q. I received an email from an unknown sender. I am up to date on anti-virus protection. Would it be okay to click the link in the email to find out more?
A. No. No matter how strong our systematic defenses are, we must still be wary of attachments and links. Even anti-virus protection cannot protect us from certain online attacks targeted to steal our personal information. Before clicking anything, contact our Information Technology Department and tell them what you’ve found.
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Know Our Policies
Data Privacy Policy
California Consumer Privacy Act Applicant and Employee Privacy Notice
Protecting Confidential Information
We may work with confidential, nonpublic information about our Company, suppliers, business partners, or competitors during the course of doing business. We comply with all laws regarding sharing public information and do not disclose information that could harm business performance, such as marketing plans, sales figures, customer and supplier lists, new products, and financial data.
In general. Do not share or discuss confidential information with anyone unless it is for the purpose of performing your job or the person has been authorized to have the information to fulfill a business need. Keep all such information secure.
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Making Good Decisions
Q. A close friend works for an advertising agency. When we talk about work, she often asks me to share what I know about our marketing plans.
A. Tell your friend that such information is confidential, and you are not allowed to discuss our marketing plans or strategies with anyone outside the Company.
Safeguarding Company Assets
Physical Property
We use buildings, vehicles, equipment, machinery, supplies, and other physical assets for conducting Company business. Do not take them without authorization or use them improperly or in a wasteful, careless, or unsafe manner. “Borrowing” tools without permission or taking “scrap” from sites is considered theft of Company property. Please consult your supervisor before removing any Company property from a facility. Help us protect our Company assets by reporting damage, theft, or disrepair to your supervisor or manager. Your commitment helps us remain productive and safe at work.
Information Technology
We provide information technology (IT) tools to help you do your job. This includes electronic devices and access to the internet, intranet, email, and our IT Enterprise Systems. Follow our IT usage policies to ensure the privacy and security of all electronic communications.
How to help safeguard our Systems:
Practice good cybersecurity to avoid phishing, malware, ransomware, and other forms of cyberattacks. Always remember to:
Avoid pop-ups and unknown emails and links
Use strong password protection and authentication
Connect to secure Wi-Fi
Stay current on security software updates
Take all required trainings
In general. Everything you send, receive, write, download, store, or transmit on our Systems is Company property and may be reviewed by Graphic Packaging. We have an obligation to monitor our Systems and devices (such as computers and cellphones) for certain content because it helps to protect our customers and employees. With that in mind, only use our IT Enterprise Systems to conduct Company business. Respect copyright and trademark laws and the privacy of the Company and your coworkers at all times. Never use the Company internet to:
•Disclose nonpublic or material information that could violate insider trading laws
•Disclose confidential information such as proprietary or trade secrets, nonpublic information concerning business partners, vendors, or customers, or attorney-client privileged information
•Post anything that is harassing, intimidating, malicious, or that could contribute to a hostile work environment on the basis of race, sex, disability, religion, or any other characteristic protected by applicable law or Company policy
You may connect personal devices to our network with prior approval as long as you meet security standards.
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If you leave the Company, you must return all documents, files, and reports created or used while you worked for us.
System accounts. We protect our Systems and are careful not to download non-business software or other information that could introduce viruses into our Systems. Change your passwords regularly to maintain the security of our accounts and never share your passwords with others.
Email, messaging, file storage, and using social media. Our emails and electronic messages are reserved for business purposes during working time. We use our email systems and social media in a way that reflects our Core Values. Social media includes anything we post online -- at websites such as Facebook, Instagram, LinkedIn, Twitter -- and on message boards, blogs, chat rooms, and more.
Social media sites are public and can be viewed by anyone. Identify any posts you make about Graphic Packaging as coming from you personally. Before you post on social media, be sure you know what is permissible and what is not. For example:
•Never post information about our customers or confidential information about our Company
•Always disclose your connection to Graphic Packaging if you comment on any of our products or services
•Remember our zero-tolerance policy on harassment and discrimination when posting content
[WILL APPEAR IN SHADED BOX OR MARGIN]
Making Good Decisions
Q. One of my colleagues is a Facebook friend. He posted a link to his blog where he mentioned a business deal with one of our vendors. Is this a problem?
A. Yes. Vendor business information is confidential. Posting it on a blog violates our Code and may put us at risk. Tell your colleague to delete the post and refer him to our policies so he blogs more responsibly.
Q. I saw a complaint on a social media post about one of our products. I know that it could be resolved with a quick response. Would it be okay if I write back?
A. No. We want to make sure all our messaging is consistent, so it’s best to report what you found to Corporate Communications. They will then make sure the response is accurate and that it reflects the brand voice of Graphic Packaging.
Security. We respect Company security systems. Do not use remote control software or externally hosted remote management services to access non-approved personal computer devices over our IT Enterprise Systems.
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Making Good Decisions
Q. While traveling for work, I called a coworker at the office to ask her to get into my email account and read an important message from a supplier. Was it okay to give her my password?
A. No. Sharing passwords with coworkers could compromise the security of your account and our IT Enterprise Systems. Next time call your manager or supervisor.
Q. One of my coworkers sells a lot of stuff on eBay. At the top of her eBay page, she put a large image of our Company logo with the Company name, so it appears her eBay business is sponsored by us. Should I tell my supervisor?
A. Yes. While reproduction of our logo is allowed in some circumstances, we do not allow use of our logo or trademarks to represent an employee’s outside commercial venture.
Work Product
We protect proprietary Company information such as patents, trade secrets, trademarks, and copyrights. Do not share this information with anyone either inside or outside of work unless it is for a legitimate
business reason. We also retain legal ownership of your work product such as machine, carton, or graphic designs; written and electronic documents; audio and video recordings; system code; and any concept or idea developed for the Company.
Political Contributions
We applaud participation in the political process, but your personal political activity should take place on your own time, using your own resources. Do not participate in political activity, solicit support for political candidates, or raise money for political campaigns or parties during working time or while conducting Company business, unless you have approval from the CEO. The Company’s Political Action Committee may host or sponsor activities; and, if eligible, you may be asked for support, but you should never feel pressured to participate.
Theft of Company Property
We each have a stake in our Company’s success, so it is up to all of us to protect our Company’s assets. That is why we work with honesty and integrity and never tolerate employee theft or stealing of any kind. We use Company assets in the way they are intended to be used, and never borrow, lend, sell, take, or give anything away without receiving proper authorization first.
We also look out for signs of theft, like missing supplies and discrepancies of cash amounts, and speak up whenever we suspect something is not right. In doing so, we keep in mind that employee theft goes beyond taking home pens and paper. It covers a wide range of assets, including:
•Money – for example, pocketing loose bills and misusing Company credit cards
•Time – for example, falsifying timesheets to receive pay for time not worked
•Supplies – for example, taking home Company tools, computers, and scrap materials
•Products – for example, theft of Company products or materials used to create our products
•Information – for example, stealing or sharing our product designs or trade secrets
If you see or suspect misconduct of any kind, report it right away. Doing so protects Graphic Packaging’s bottom line, allowing us to continue protecting our customers, clients, and each other.
WE BUILD POSITIVE RELATIONSHIPS AND WE WORK TOGETHER AS A TEAM
We depend on each other for our success. Our attitudes are positive, our communications are open and direct, and our actions consider the needs of others. We use our differences to explore new ideas, increase our understanding, and win together by combining our strengths.
Working With Customers and Suppliers
We will work with our customers and suppliers in a manner that reflects a strong sensitivity and concern for social responsibility and ethical dealings, and will maintain our solid reputation for honesty and fairness in all transactions. Each of us shares an obligation to protect and strengthen our good reputation in all of our relationships with customers and suppliers. Deal fairly with them, as well as with our competitors and employees. Do not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.
For example …
•Do not offer a bribe, payoff, kickback, or other payment for any improper or illegal purpose on our behalf, directly or indirectly, regardless of motive, to or for the benefit of any customer, supplier, developer, or any of their employees.
•You may extend social amenities, reasonable entertainment, and other courtesies consistent with our policies to customers, suppliers, or their employees. Expensive gifts or lavish entertainment may not be offered or furnished to any customer, supplier, or their employees.
•You must seek the best terms available when purchasing goods or services for us and document the purpose and actual amount of the payment.
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Making Good Decisions
Q. A colleague added a surcharge to a customer’s invoice. When I questioned it, she said the customer won’t know the difference. What should I do?
A. Report it to your manager, Human Resources Representative, a Senior or Executive Vice President, or the Company’s General Counsel. Padding a bill is unethical and could be illegal, and it violates our Code.
Know Our Policies
Anti-bribery and Anti-corruption Policy
Imports/Exports and Anti-boycott
We abide by all applicable import and export laws and any restrictions and regulations. This includes product safety requirements, anti-terrorism rulings, and regulations requiring the collection of duties and taxes. We do not conduct business with countries or persons prohibited by U.S. law or the laws of any other country in which we do business. Some countries have trade restrictions that are prohibited in the U.S. and other countries in which we have facilities, or boycotts against countries that are friendly to the U.S. and other countries in which we have facilities. In these circumstances, we comply with any relevant, applicable anti-boycott laws. Report any request you receive to transact business with a country or company that appears to violate or calls into question anti-boycott laws.
Antitrust and Competition
We believe in the free market system and fully comply with antitrust and competition laws. We don't enter into any agreements with competitors, customers, or suppliers that restrict competition. Do not discuss with our competitors any topics related to costs, inventories, pricing policies, products, product development, promotion, marketing, sales activities and goals, market studies, or other proprietary or confidential information about a competing product or territory or market activity. This could be seen as a violation of antitrust laws. If you are asked to engage in such discussions, report it to the Law Department.
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Never get involved in any discussion that may be interpreted as interfering with free and fair competition.
Distributing Literature
Do not distribute literature, solicit support, or request donations or memberships for community, political, or religious causes while you are on the job. Non-Company employees may do so only as part of an authorized charitable or community activity supported or sponsored by us. You should never feel pressured to participate in or donate to such activities.
Conflicts of Interest
We are a dynamic group with interests, activities, and relationships outside of Graphic Packaging, and we make sure our outside pursuits never interfere with the work we do or the decisions we make on behalf of our Company. We avoid “conflicts of interest” – and the appearance of such – and disclose any activity that could suggest something improper.
[DECISION TREE]
Ask Yourself:
Would this situation interfere with my job responsibilities?
Would it affect the decisions I make on behalf of Graphic Packaging?
Could this look like a conflict to someone else?
If the answer to any of these is “yes” or “I’m not sure,” there may be a potential conflict, and you should seek help before proceeding.
Recognizing Conflicts
A conflict of interest can happen when your personal interests – or the interests of a family member – interfere – or even appear to interfere – with the interests of Graphic Packaging. The best way to avoid a conflict of interest is to know how to recognize when one can occur. It is not possible to list every scenario, but look out for:
Working relationships:
•Supervising or making employment-related decisions for a relative or romantic partner
•Having a relative who works for one of our suppliers or customers
•Hiring a relative of any employee unless approved by the Executive Vice President, Human Resources
[WILL APPEAR IN SHADED BOX OR MARGIN]
Contact your Human Resources Representative if you have a question about working with, supervising, or hiring a relative.
Outside employment:
•Accepting any job that would conflict with your responsibilities at Graphic Packaging, interfere with your performance, or harm our reputation
•Working for or providing advice to a competitor or supplier
•Sharing information with outside organizations about Graphic Packaging, our customers, or suppliers
•Serving as a manager, consultant, or director to a customer, supplier, competitor, or investment organization, without approval from the Law Department
Gifts:
•Offering or accepting anything that unfairly influences a business decision, makes you feel uncomfortable, or creates a sense of obligation
•Offering or accepting anything lavish, expensive, frequent, or non-customary
•Offering anything of value to a government official or to retain business
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Never offer favors or gifts to government officials.
Financial opportunities:
•Representing us in a transaction with another organization in which you or a relative has a material interest without advance approval from our CEO
•Having a material interest in a customer, supplier, or competitor
•Accepting a loan from any person or entity that does or seeks to do business with us (aside from recognized financial institutions at market interest rates)
Corporate opportunities:
•Using your role at Graphic Packaging or Company information, resources, or property for your own personal benefit or the benefit of friends or relatives
•Reselling Graphic Packaging merchandise
Disclosure
If you suspect you may have a conflict, be honest and transparent by discussing the situation with your manager immediately. Discovering that you have a potential conflict of interest is usually not a violation of our Code but continuing to work without disclosing it is a violation. Many conflicts can be avoided or mitigated if they are promptly disclosed.
[WILL APPEAR IN SHADED BOX OR MARGIN]
Making Good Decisions
Q. A supplier gave my supervisor a few tickets to see a local sports team. My supervisor disclosed the gift to the head of my division, who approved of them. Was that okay?
A. Yes. Accepting gifts of nominal value from suppliers is acceptable, and since the head of the division approved of the gift, it is okay.
Q. For years, my father owned a business that supplied some raw materials to the Company. He sold the business when he retired but may retain some interest in it. Should I tell someone?
A. Yes. You must let us know if you or a family member has at least a 5% interest in a business that competes with us, sells goods to us, or buys from us. Report it to our Law Department to make sure.
Know Our Policies
Anti-bribery and Anti-corruption Policy
Disclosure Policy
Policy Regarding Related Party Transactions
Disclosure Policy
Honoring Human and Workplace Rights
We prohibit the hiring of individuals who are under 18 years of age for positions that would expose them to hazardous work or materials. The Company also prohibits the use of all forms of forced labor, including slave and prison labor, and any form of human trafficking.
In addition, as described in our Policy Statement on Conflict Minerals, our goal is to use only those products that do not finance or benefit armed groups in the Democratic Republic of Congo and nine adjoining countries. We expect our suppliers to cooperate in providing information to confirm that the conflict minerals in our supply chain are “conflict free.”
[WILL APPEAR IN SHADED BOX OR MARGIN]
We uphold human rights as part of our corporate culture.
Know Our Policies
Human Rights Policy
California Transparency Act
Policy Statement on Conflict Minerals
Ensuring Product Quality and Safety
We are committed to the highest level of quality in our products and stand behind our brands. We comply with safety standards and minimize or eliminate known risks. Never “cut corners” to save time or money when it would result in an inferior product.
We encourage innovation and are receptive to new ideas that will help us better meet customer expectations and achieve greater productivity, operational safety, and environmental sustainability.
[WILL APPEAR IN SHADED BOX OR MARGIN]
We are proud of our high record of safety and work hard to keep it that way.
Communicating About Graphic Packaging
We keep the public and the investment community informed about our business performance. This reinforces our positive reputation and helps maintain the trust we have earned worldwide. To ensure Company information is consistent, honest, and correct, do not speak with the media on the Company’s behalf, unless specifically authorized to do so. If you are contacted by someone from the media, refer them to the Executive Vice President, Human Resources.
[WILL APPEAR IN SHADED BOX OR MARGIN]
Making Good Decisions
Q. I got a call from an online news site reporter asking me to give the Company’s opinion on something she read in a press release. I gave her my supervisor’s phone number. Was that the right thing to do?
A. Yes. Only authorized spokespersons are allowed to speak on our behalf. Your supervisor can direct the reporter to the Executive Vice President, Human Resources or another authorized spokesperson for the Company.
CERTIFICATION OF UNDERSTANDING
I have read and understand the Code of Conduct for Graphic Packaging Holding Company and its Subsidiaries. I represent, by signing below, that I fully and completely understand that I am responsible for the Code of Conduct and Company policy as they apply to me, and I am aware of the procedures for reporting violations of the policy. I further understand that if I violate the policy or fail to report a violation of the policy that I will be subject to discipline up to and including termination of employment.
I understand that I may report a violation, by calling the ALERTline available 24 hours a day, seven days a week at the appropriate phone number for my location. I understand I may also report a concern online by visiting the website located at gpibusinessconductALERTline.ethicspoint.com.
I understand that I will not be subjected to any adverse action or retaliation for filing a good faith report with the ALERTline.
________________________________
Signature
________________________________
Printed Name
_______________________________
Location/Facility
________________________________
Title
________________________________
Date
Return this signed form to your manager or supervisor or your Human Resources Representative.
RESOURCES
General Counsel
Lauren S. Tashma
Executive Vice President, General Counsel, and Secretary
Lauren.Tashma@graphicpkg.com
Internal Audit
Lori Kaczynski
Vice President, Internal Audit, and
Chief Audit Executive
Lori.Kaczynski@graphicpkg.com
Executive Vice President, Human Resources
Stacey J. Valy Panayiotou
Executive Vice President, Human Resources
Stacey.Panayiotou@graphicpkg.com
Corporate Law Department
Law.Department@graphicpkg.com
Each of the above may be reached at the following physical mailing address:
Graphic Packaging International
1500 Riveredge Parkway, N.W., Suite 100
Atlanta, Georgia 30328
Alertline
To confidentially report a violation of our Code, or another Graphic Packaging policy; please visit our ALERTline online at gpibusinessconductALERTline.ethicspoint.com. You may also contact any of our resources below by email or phone – including specific ALERTline phone numbers for your country.
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Australia
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1.800.339276
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Belgium
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0800-77004
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Brazil
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0.800.891.1667
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Canada
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1.866.898.3750
1.855.350.9393
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China
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10.800.120.1239
10.800.712.1239
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France
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0.800.90.2500
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Germany
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0.800.101.6582
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Greece
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0.080.012.6576
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Ireland
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1-800615403
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Italy
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800.786.907
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Japan
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00531.121520
0066.33.112505
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Mexico
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001.800.840.7907
001.866.737.6850
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Netherlands
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0800-0226174
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New Zealand
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000-911-866-898-3750
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Spain
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900.991.498
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United Kingdom
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0.800.032.8483
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United States
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1.866.898.3750
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POLICY LINKS
Below are links to detailed policies referenced in the Code. Note that this is not an exhaustive list of policies – all Company policies may be accessed in our Policy Handbook.
Anti-bribery and Anti-corruption Policy
Anti-harassment Policy
California Transparency Act
CCPA Applicant and Employee Privacy Notice
Data Privacy Policy
Disclosure Policy
Equal Employment Opportunity Policy
Health and Safety Policy
Human Rights Policy
Policy on Trading in Securities
Policy Regarding Related Party Transactions
Policy Statement on Conflict Minerals
Sustainability Statement
United Kingdom (UK) Modern Slavery Act Policy
Workplace Violence Policy