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Title: |
Executive Incentive Plan |
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Entities: |
Environmental Remediation Holding Corp.; Graphic Packaging International Corp. |
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Date: |
2003 |
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Size: |
Preview shows 5KB of 23KB total |
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Price: |
$34 |
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ID: |
#367388 |
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GRAPHIC PACKAGING
EXECUTIVE INCENTIVE PLAN
SECOND AMENDMENT AND RESTATEMENT
EFFECTIVE DECEMBER 10, 2002
SHAREHOLDER APPROVAL OBTAINED: MAY 13, 2003
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{PAGE}
GRAPHIC PACKAGING INTERNATIONAL CORPORATION
EXECUTIVE INCENTIVE PLAN
EFFECTIVE JANUARY 1, 1996
(AS AMENDED THROUGH DECEMBER 10, 2002)
The name of this plan shall be the Graphic Packaging International
Corporation Executive Incentive Plan (the "Plan"). The Plan replaces any
previous annual and long-term cash incentive plans used by Graphic Packaging
International Corporation (f/k/a ACX Technologies, Inc.) (the "Company") and its
subsidiaries listed below in Section II. Eligible Participants. This plan is
effective for fiscal years commencing on and after January 1, 1996.
I. PLAN INCLUDES:
A. Cash bonuses based upon predetermined financial goals; and
B. Equity grants of stock options and/or restricted stock.
II. ELIGIBLE PARTICIPANTS:
The Company's executive officers, division presidents and select
officers.
III. CASH BONUS OPPORTUNITY:
A. GOALS:
1. Financial goals are approved at the beginning of each
year by the Company's Compensation Committee (the
"Committee") of the Board of Directors. Goal
achievement determines the bonus amount. Each year's
participants, financial goals and other incentive
compensation terms shall be set forth in writing by
the Committee within ninety (90) days of the
beginning of the period of service to which the
performance goal applies. For purposes of any
short-term bonus, the writing shall be in the form of
a Short Term Incentive Program (STIP) for the
applicable year. For purposes of any long-term bonus,
the writing shall be in the form of a Long Term
Incentive Program (LTIP) for the applicable year.
GRAPHIC PACKAGING EXECUTIVE INCENTIVE PLAN - AMENDED AND RESTATED
DECEMBER 10, 2002 1
{PAGE}
2. The Compensation Committee of the Board may select
from one or more of the following financial measures
in determining short term or long term financial
goals, or develop a financial measure based on, or
related to, any of the following: Shareholder Value,
Cash Flow of the Company or of the applicable
Business, as appropriate, Earnings Before Interest
and Taxes ("EBIT"), Earnings Before Interest and
Taxes plus Depreciation and Amortization ("EBITDA"),
Earnings per Share, Operating Income, Ratio of Debt
to EBITDA, Return on Capital, Return on Equity,
Return on Invested Capital, or Return on Net Assets
Employed. In addition the Compensation Committee of
the Board may approve other financial measures that
are deemed to be appropriate for the business. The
performance goals shall be set forth as an objective
formula or standard, and the objective formula or
standard will preclude discretion to increase the
amount of compensation payable on attainment of the
performance goal, all as required by Treas. Reg.
Section 1.162-27(e)(2)(ii) and (iii). Definitions are
in Section F below. Alternative financial measures
may be developed and applied by the Compensation
Committee, as determined in its discretion, without
amendment to the Plan.
3. For short-term incentive compensation, the financial
goals are set each year at "target," the expected
performance level and a minimum performance level
("threshold").
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