Exhibit 10.12
RESTRICTED UNIT AGREEMENT
This RESTRICTED UNIT AGREEMENT, dated as of August 8, 2003 (the “ Award ”), is between
Riverwood Holding, Inc., a Delaware corporation (the “ Company ”), and the Grantee whose name appears on
the signature page hereof (the “ Grantee ”) under the terms of the Graphic Packaging International Corporation
Executive Employment Agreement (the “ Employment Agreement ”) and the 2003 Riverwood Holding, Inc.
Long-Term Incentive Plan (the “ Plan ”). Capitalized terms used in this Award and not otherwise defined herein
have the meaning given in the Employment Agreement. If any provision of this Award (other than Sections 2 and
5) is inconsistent with any provision of the Plan (as either may be interpreted from time to time by the Board), the
Plan shall control.
1. Grant of Restricted Units. Effective as of the date of the consummation of the merger (the “
Effective Date ”), the Company hereby evidences and confirms its award to the Grantee of the number of
Restricted Units set forth on the signature page hereof, which represent the Company’s contractual obligation to
deliver shares of Common Stock (the “ Shares ”) to the Grantee upon the terms set forth herein. As of the
Effective Date, the Grantee shall have no rights with respect to the shares of restricted stock in Graphic
Packaging International Corporation that were awarded to the Executive and set forth on Schedule A of the
Employment Agreement.
2. Vesting of Restricted Units. The Restricted Units shall vest 33 1 / 3 % on each of the first three
anniversaries of the Effective Date, subject to the Executive’s continuous employment with the Company of one
of its affiliates from the Effective Date through each such vesting date, provided that the Restricted Units shall
become fully vested upon the first to occur of ( i ) the termination of the Executive’s employment by the
Company without Cause, due to Death or Disability, due to retirement, or if the Executive terminates employment