-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ItO/5MFq6zjSFFXbl9UvK1UyNYVwFFvHOyZYtg/KNS1RiZwgod1qeRp3emKY5PG5 s/VcB1rYG5k3mwV/sa1D9w== 0000950144-06-003415.txt : 20060411 0000950144-06-003415.hdr.sgml : 20060411 20060411162855 ACCESSION NUMBER: 0000950144-06-003415 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060407 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060411 DATE AS OF CHANGE: 20060411 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRAPHIC PACKAGING CORP CENTRAL INDEX KEY: 0000886239 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD MILLS [2631] IRS NUMBER: 582205241 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13182 FILM NUMBER: 06753927 BUSINESS ADDRESS: STREET 1: 814 LIVINGSTON COURT CITY: MARIETTA STATE: GA ZIP: 30067 BUSINESS PHONE: 7706443000 FORMER COMPANY: FORMER CONFORMED NAME: RIVERWOOD HOLDING INC DATE OF NAME CHANGE: 19960306 FORMER COMPANY: FORMER CONFORMED NAME: RIVERWOOD INTERNATIONAL CORP DATE OF NAME CHANGE: 19940406 8-K 1 g00744e8vk.htm GRAPHIC PACKAGING CORPORATION GRAPHIC PACKAGING CORPORATION
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report:
(Date of earliest event reported): April 7, 2006
GRAPHIC PACKAGING CORPORATION
(Exact name of registrant as specified in its charter)
         
Delaware   1-13182   58-2205241
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
of incorporation)       Identification No.)
814 Livingston Court
Marietta, Georgia 30067
(Address of principal executive offices)
(Zip Code)
(770) 644-3000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 1.01. Entry into a Material Definitive Agreement.
     On April 7, 2006, the independent members of the Board of Directors of Graphic Packaging Corporation and Graphic Packaging International, Inc. (the “Company”) approved a Supplemental Executive Pension Plan for Stephen M. Humphrey, the Company’s President and Chief Executive Officer (the “Plan”). Pursuant to the Plan, Mr. Humphrey is entitled to receive a benefit equal to the amount that he would be paid for an additional 22 years of service under the Riverwood International Employees Retirement Plan, up to a maximum of $5,000,000. Such benefit is to be paid in a lump sum payment on March 31, 2007, if Mr. Humphrey continues to be employed by the Company or one of its affiliates through such date. The benefit payable under the Plan is not pre-funded and the Plan is intended to be a nonqualified, deferred compensation plan.
     The description of the Plan set forth in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the copy of the Plan filed as Exhibit 10.1 to this Form 8-K.
Item 8.01. Other Events.
     On July 17, 2005, the Company filed its Annual Certification of the Chief Executive Officer with the New York Stock Exchange (the “NYSE”) certifying its compliance with the listing and corporate governance standards of the NYSE. Such certification was unqualified. In addition, the Company filed the certifications of the Chief Executive Officer and Chief Financial Officer required under Section 302 of the Sarbanes-Oxley Act of 2002 with its Annual Report on Form 10-K for the fiscal year ended December 31, 2005 on March 3, 2006. The Company is including this disclosure, required under Section 303A.12(a) of the Rules of the NYSE, in this Current Report on Form 8-K in lieu of providing such disclosure in its Annual Report to Stockholders or Annual Report on Form 10-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
     
Exhibit Number   Description
 
    
10.1
  Graphic Packaging International, Inc. Supplemental Executive Pension Plan

 

 

SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  GRAPHIC PACKAGING CORPORATION
  
            (Registrant)  
     
     
Date: April 11, 2006  By:   /s/ Stephen A. Hellrung    
    Stephen A. Hellrung   
    Senior Vice President, General
   Counsel and Secretary		  
 

 

 

EXHIBIT INDEX
     
Exhibit Number   Description
 
    
10.1
  Graphic Packaging International, Inc. Supplemental Executive Pension Plan

 

EX-10.1 2 g00744exv10w1.txt EX-10.1 GRAPHIC PACKAGING INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE PENSION PLAN EXHIBIT 10.1 GRAPHIC PACKAGING INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE PENSION PLAN . . . TABLE OF CONTENTS ARTICLE 1. DEFINITIONS...........................................................................................1 ARTICLE 2. PARTICIPATION.........................................................................................3 2.01 Participation Requirements...........................................................................3 2.02 Termination of Participation.........................................................................3 ARTICLE 3. AMOUNT AND PAYMENT OF SUPPLEMENTAL BENEFIT............................................................4 3.01 Amount of Benefit....................................................................................4 3.02 Vesting..............................................................................................4 3.03 Form and Payment of Supplemental Benefit.............................................................4 ARTICLE 4. ADMINISTRATION OF THE PLAN............................................................................5 4.01 Plan Administrator...................................................................................5 4.02 Withholding Taxes....................................................................................5 4.03 Nonalienation........................................................................................5 4.04 Facility of Payment..................................................................................5 ARTICLE 5. GENERAL PROVISIONS....................................................................................6 5.01 Funding..............................................................................................6 5.02 No Contract of Employment............................................................................6 5.03 Construction.........................................................................................6 ARTICLE 6. AMENDMENT OR TERMINATION..............................................................................7 6.01 Right to Amend or Terminate..........................................................................7 6.02 Protection of Rights Under Plan......................................................................7
INTRODUCTION Effective April 7, 2006, the Board of Directors of Graphic Packaging International, Inc. hereby adopts this Graphic Packaging International, Inc. Supplemental Executive Pension Plan. The Plan is intended to be a nonqualified, unfunded deferred compensation plan for a select group of management or highly compensated employees under Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and is intended to comply with the applicable provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). The Plan is not intended to meet the qualification requirements of Section 401(a) of the Code. ARTICLE 1. DEFINITIONS 1.01 "AFFILIATED EMPLOYER" shall mean any company which is (a) a member of a controlled group of corporations (as defined in Section 414(b) of the Code), which also includes the Employer as a member of the controlled group of corporations; (b) any trade or business under common control (as defined in Section 414(c) of the Code) with the Employer; (c) any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Section 414(m) of the Code) which includes the Employer; and (d) any other entity required to be aggregated with the Employer pursuant to regulations under Section 414(o) of the Code. 1.02 "AVERAGE FINAL SALARY" shall have the same meaning as set forth in Section 1.08 the Qualified Plan, except that in determining pensionable wages for purposes of calculating Final Average Salary, the annual dollar limitation set forth in Section 1.34 of the Qualified Plan shall be disregarded. 1.03 "BOARD OF DIRECTORS" shall mean the Board of Directors of Graphic Packaging International, Inc. 1.04 "CODE" shall mean the Internal Revenue Code of 1986, as amended. 1.05 "COVERED COMPENSATION" shall have the same meaning set forth in Section 1.14 of the Qualified Plan. 1.06 "EFFECTIVE DATE" of this Plan is April 7, 2006. 1.07 "EMPLOYER" shall mean Graphic Packaging International, Inc. or any successor by merger, purchase or otherwise, with respect to its Employees. 1.08 "EQUIVALENT ACTUARIAL VALUE" shall mean equivalent value when computed on the basis of the mortality table prescribed in Revenue Ruling 2001- 62 and an interest rate of five percent per annum, compounded annually. 1.09 "PARTICIPANT" shall mean the employee of the Employer participating in the Plan in accordance with the provisions of Section 2.01. 1.10 "PLAN" shall mean the Graphic Packaging International, Inc. Supplemental Executive Pension Plan as set forth in this document or as amended from time to time. 1.11 "PLAN ADMINISTRATOR" shall mean an entity provided for in Section 4.01. 1.12 "QUALIFIED PLAN" shall mean the Riverwood International Employees Retirement Plan, or any successor plan, thereof, as in effect on January 1, 2006. 1.13 "SUPPLEMENTAL BENEFIT" shall mean the annual benefit payment payable under Article 3 of this Plan. ARTICLE 2. PARTICIPATION 2.01 PARTICIPATION REQUIREMENTS Stephen M. Humphrey, the President and Chief Executive Officer of the Employer, shall become a Participant in the Plan on the Effective Date. No other employee shall become eligible to participate in this Plan. 2.02 TERMINATION OF PARTICIPATION The Participant's participation in the Plan shall terminate on the date he terminates employment with the Employer and all Affiliated Employers unless the Participant is entitled to a Supplemental Benefit under the Plan. If the Participant is entitled to a Supplemental Benefit under the Plan, his participation in the Plan shall terminate when his Supplemental Benefit is distributed to him. ARTICLE 3. AMOUNT AND PAYMENT OF SUPPLEMENTAL BENEFIT 3.01 AMOUNT OF BENEFIT The Supplemental Benefit payable to the Participant in the form of a single life annuity shall be equal to the sum of: (i) 1.02% of Average Final Salary up to Covered Compensation, plus (ii) 1.40% of Average Final Salary in excess of Covered Compensation, multiplied by (iii) 22, provided, however, that in no event shall the Supplemental Benefit exceed $5,000,000 when converted to one lump sum payment in accordance with the provisions of Section 3.03. 3.02 VESTING The Participant shall vest in, and have a nonforfeitable right to, his Supplemental Benefit on March 31, 2007. If the Participant's employment with the Employer and all Affiliated Employers terminates for any reason prior to March 31, 2007, the benefit that would otherwise be payable to him under the Plan shall be forfeited. 3.03 FORM AND PAYMENT OF SUPPLEMENTAL BENEFIT To the extent vested under the provisions of Section 3.02, the Supplemental Benefit shall be paid on March 31, 2007. The Supplemental Benefit shall be paid in one lump sum of Equivalent Actuarial Value to the annuity otherwise payable under Section 3.01, subject to the maximum dollar limitation set forth in that Section. ARTICLE 4. ADMINISTRATION OF THE PLAN 4.01 PLAN ADMINISTRATOR The Board of Directors or its designee shall serve as Plan Administrator with the exclusive power to interpret and carry out the Plan's provisions. 4.02 WITHHOLDING TAXES The Plan Administrator shall have the right to deduct any required withholding taxes from any payment to be made under the Plan. 4.03 NONALIENATION Subject to any applicable law, no benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt so to do shall be void, nor shall any such benefit be in any manner liable for or subject to garnishment, attachment, execution or levy, or liable for or subject to the debts, contracts, liabilities, engagements or torts of the Participant. 4.04 FACILITY OF PAYMENT If the Plan Administrator finds that the Participant is unable to care for his affairs because of illness or accident, the Plan Administrator may direct that any benefit due him be paid to his spouse, a child, a parent or other blood relative or a person with whom he resides, unless a claim has been made for the benefit by a duly appointed legal representative. Any payment made under the provisions of this Section 4.04 shall be a complete discharge of the liabilities of the Plan for that benefit. ARTICLE 5. GENERAL PROVISIONS 5.01 FUNDING All amounts payable in accordance with the Plan shall constitute a general unsecured obligation of the Employer. All such amounts, as well as any administrative costs relating to the Plan, shall be paid out of the general assets of the Employer. 5.02 NO CONTRACT OF EMPLOYMENT The establishment of the Plan shall not be construed as conferring any legal rights upon any person for a continuation of employment, nor shall it interfere with the rights of the Employer to discharge any employee and to treat him without regard to the effect which such treatment might have upon him as a Participant in the Plan. 5.03 CONSTRUCTION (a) All rights hereunder shall be governed by and construed in accordance with the laws of the state of Georgia to the extent such laws are not pre-empted by ERISA or other federal law. (b) The masculine pronoun shall mean the feminine wherever appropriate. (c) The captions inserted herein are inserted as a matter of convenience and shall not affect the construction of the Plan. ARTICLE 6. AMENDMENT OR TERMINATION 6.01 RIGHT TO AMEND OR TERMINATE The Board of Directors reserves the right to modify or amend the Plan, in whole or in part, or to terminate the Plan, provided that in no event shall any such action be effective to the extent it would cause the Plan to violate the provisions of Section 409A of the Code. 6.02 PROTECTION OF RIGHTS UNDER PLAN Notwithstanding Section 6.01, no modification, amendment or termination of the Plan shall adversely affect the right of the Participant to receive the benefits that have become vested under the Plan in respect of the Participant as of the date of modification, amendment or termination. IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the foregoing instrument comprising the Graphic Packaging International, Inc. Supplemental Executive Pension Plan (effective April 7, 2006), Graphic Packaging International, Inc. has caused its corporate seal to be affixed hereto and these presents to be duly executed in its name and behalf by its proper officers thereunto authorized this 7th day of April, 2006. Graphic Packaging International, Inc. /s/ Stephen A. Hellrung ------------------------------------- Stephen A. Hellrung Senior Vice President, General Counsel and Secretary (CORPORATE SEAL) -----END PRIVACY-ENHANCED MESSAGE-----