EMPLOYMENT AGREEMENT

1.1

“ Accrued Annual Bonus ” means the amount of any Annual Bonus earned but not yet paid with respect to the Year ended prior to the Date of Termination. Such bonus is considered earned for a given Year as of December 31 of that Year.

1.2

“ Accrued Base Salary ” means the amount of Executive’s Base Salary that is accrued but not yet paid as of the Date of Termination.

1.3

“ Affiliate ” means any Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, the Company. For the purposes of this definition, the term “control” when used with respect to any Person means the power to direct or cause the direction of management or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

1.4

“ Agreement ” – see the recitals to this Agreement

1.5

“ Agreement Date ” means the date that is specified in the recitals to this Agreement.

1.6

“ Anniversary Date ” means any anniversary of the Agreement Date.

1.7

“ Annual Bonus ” – see Section 4.2(a).

1.8

“ Annualized Total Compensation ” means, as of any date, the sum of Executive’s Base Salary as of such date and (i) if the determination is being made prior to the occurrence of a Change of Control, then the average of the Annual Bonuses earned by Executive with respect to each of the previously completed Years occurring during the Employment Period (up to a maximum of the three most recently completed Years); provided, that if such Termination of Employment occurs prior to the end of the first Year ending during the Employment Period, then an amount equal to the Target Annual Bonus applicable to the Year that includes such date or (ii) if the determination is being made following a Change of Control, the Target Annual Bonus applicable to the Year that includes such date.

1.9

“ Base Salary ” – see Section 4.1.

1.10

“ Beneficial Owner ” means a “beneficial owner,” as such term is defined in Rule 13d-3 under the Exchange Act (or any successor rule thereto).

1.11

“ Beneficiary ” – see Section 9.3.

1.12

“ Blackstone ” means collectively, Blackstone Capital Partners III Merchant Banking Fund L.P., Blackstone Offshore Capital Partners III L.P. and their Affiliates (other than the Company and its Subsidiaries).

1.13

“ Board ” means the Board of Directors of the Company subsequent to the incorporation of the L.P. and the substitution of it as successor for the L.P. as a party to this Agreement. Prior thereto, the Board shall mean the General Partner (as defined in the LP Agreement).

1.14

“ Cause ” means any of the following:

(a)

Executive’s continuing refusal to perform his material duties or to follow a lawful direction of the Company, which duties and directions are consistent with his position;

(b)

Executive’s intentional act or acts of dishonesty that Executive intended to result in his personal, more-than-immaterial enrichment;

(c)

Executive’s documented willful malfeasance or willful misconduct in connection with his employment or Executive’s willful and deliberate insubordination to directions of the Board or any executive officer to whom he directly reports; or

(d)

Executive is convicted of a felony.

(x)

Any act or omission that Executive reasonably believed in good faith to have been in or not opposed to the interest of the Company (without intent of Executive to gain therefrom, directly or indirectly, a profit to which he was not legally entitled), or

(y)

Any act or omission taken or omitted at the direction of a member of the Board.

1.15

“ Change of Control ” means any of the following events:

(a)

the sale or disposition, in one or a series of transactions, of all or substantially all, of the assets of the Company to any one or more “persons” or “groups” (as such terms are defined in Sections 13(d)(3) or 14(d)(2) of the Exchange Act) other than Blackstone;

(b)

before the effective date of an initial public offering of the equity securities of the Company (or of its successor after conversion to a corporation) (the “IPO Date”), representatives of Blackstone (individually or in the aggregate) cease to comprise a majority of the Board;

(c)

individuals who, as of the IPO Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute a majority of the members of the Board; provided that any individual who becomes a Director after the IPO Date whose election or nomination for election by the Company’s Shareholders was approved by a majority of the members of the Incumbent Board (other than an election or nomination of an individual (i) who is not a representative of Blackstone and (ii) whose initial assumption of office is in connection with an actual or threatened “election contest” relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 under the Exchange Act), “tender offer” (as such term is used in Section 14(d) of the Exchange Act) or a proposed merger) shall be deemed to be members of the Incumbent Board; or

(d)

any person or group, other than Blackstone, is or becomes the Beneficial Owner, directly or indirectly, of more than 50% of the total voting power of the voting stock of the Company (or any entity which controls the Company or which is a successor to all or substantially all of the assets of the Company), including by way of merger, consolidation, tender or exchange offer or otherwise and the representatives of Blackstone (individually or in the aggregate) cease to comprise a majority of the Board.

1.16

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

1.17

“ Committee ” means the Compensation Committee of the Board.

1.18

“ Common Stock ” means the common stock of the Company following its incorporation, and the equivalent L.P. units prior to its incorporation.

1.19

“ Company ” – see the recitals to this Agreement.

1.20

“ Company Inventions ” - see Section 8.2(b).

1.21

“ Date of Termination ” means the effective date of a Termination of Employment for any reason, including death or Disability, whether by either the Company or the Executive.

1.22

“ Director ” means a director of the Company subsequent to its incorporation or a member of the governing body of the L.P. prior to its incorporation.

1.23

“ Disability ” means the inability of Executive to perform in all material respects his duties and responsibilities of the Company or any Subsidiary, by reason of a physical or mental disability or infirmity which inability is reasonably expected to be permanent and has continued for a period of six consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period.

1.24

“ Employment Period ” – see Section 3.1.

1.25

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended or any successors thereto.

1.26

“ Executive ” – see the recitals to this Agreement.

1.27

“ Executive Career Transition Services ” means full use of a national outplacement consultant (e.g., Challenger, Gray & Christmas, Inc., Right Associates) or other consultant mutually agreeable to the Company and Executive; office space, secretarial support; technological support; equipment and supplies of a quality substantively equal to those provided during the Employment Period, and continuation of expense reimbursement for professional and trade association participation on the same terms as during the Employment Period.

1.28

“ Extension Date ” - see Section 3.2.

1.29

“ Good Reason ” means the occurrence of any one or more of the following events unless Executive specifically agrees in writing that such event shall not be Good Reason:

(a)

The failure of the Company to pay or cause to be paid Executive’s Base Salary or Annual Bonus, when due hereunder;

(b)

Any substantial diminution in Executive’s authority or responsibilities from those described in Section 2.1 hereof;

(c)

Requiring Executive to be principally based at any office or location more than 50 miles from the current offices of the Company in York, Pennsylvania;

(d)

Any material reduction in Executive’s Target Annual Bonus opportunity after a Change of Control as compared with the Annual Bonus earned for the preceding Year; or

(e)

The failure of the Company, as the successor to the L.P. at the time of its incorporation in conjunction with the initial public offering, or otherwise, to assume and become a party to the Agreement in substitution for the L.P.;

1.30

“ including ” means including without limitation.

1.31

“ Inventions ” - see Section 8.2(a).

1.32

“ LP Agreement ” means the Amended and Restated Agreement of Limited Partnership of Graham Packaging Company.

1.33

“ Option ” means an option to purchase shares of Common Stock.

1.34

“ Permitted Transferee ” means the spouse of Executive, a lineal descendant of Executive or a spouse of a lineal descendant of Executive or a trust, limited partnership or other entity principally benefiting all or a portion of such individuals.

1.35

“ Person ” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity or government instrumentality, division, agency, body or department.

1.36

“ Prior Inventions ” - see Section 8.2(a).

1.37

“ Prorata Annual Bonus ” means the product of (a) the Annual Bonus Executive would have been entitled to receive pursuant to Section 4.2 hereof in the Year of the Executive’s Termination of Employment multiplied by (b) a fraction of which the numerator is the numbers of days that have elapsed in such Year of Termination of Employment through the Date of Termination and the denominator is 365.

1.38

“ Restricted Period ” means the eighteen month period immediately following a Termination of Employment for any reason; provided , however , that the Restricted Period shall mean the twelve month period immediately following a Termination of Employment due to the Company’s election not to renew the Employment Period pursuant to Section 3.2 following the fourth anniversary of the Agreement Date, such that the Employment Period terminates on or after the fifth anniversary of the Agreement Date.

1.39

“ Shareholder ” or “ Stockholder ” means an owner of the Company’s securities.

1.40

“ Subsidiary ” means, with respect to any Person, (a) any corporation of which more than 50% of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned by such Person, and (b) any partnership, limited liability company or other entity in which such Person has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than 50%.

1.41

“ Target Annual Bonus ” means the product of Base Salary (at a point in time) multiplied by 110 percent, as such percentage may be adjusted upwards from time to time by the Board.

1.42

“ Termination For Good Reason ” means a Termination of Employment during the Employment Period by Executive for Good Reason.

1.43

“ Termination of Employment ” means a termination by the Company or by Executive (or due to Executive’s death) of Executive’s employment with the Company or its Affiliates.

1.44

“ Termination Without Cause ” means a Termination of Employment during the Employment Period by the Company for any reason other than Cause or Executive’s death or Disability.

1.45

“ Year ” means a calendar year period ending on December 31.

2.1

Duties . The Company shall employ Executive during the Employment Period as its Vice President. During the Employment Period, Executive shall perform the duties assigned to him hereunder by the Board from time to time, shall devote his full business time, attention and effort to the affairs of the Company and shall use his reasonable best efforts to promote the interests of the Company. During the Employment Period, and excluding any periods of disability, vacation, or sick leave to which Executive is entitled, Executive agrees to devote his full attention and time to the business and affairs of the Company.

2.2

Other Activities. Executive may (i) serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, or teach at educational institutions, subject to the consent of the Board (which shall not be unreasonably withheld) and/or (ii) manage personal investments, provided that all such activities do not individually or in the aggregate significantly interfere with the performance of his duties under this Agreement or violate Section 8.1 of this Agreement.

3.1

Employment Period. Subject to Section 3.2 and the termination provisions hereinafter provided, the term of Executive’s employment under this Agreement (the “ Employment Period ”) shall begin on the Agreement Date and end on the Anniversary Date, or, if applicable at the end of any extension pursuant to Section 3.2. The employment of Executive by the Company shall not be terminated other than in accordance with Article VII.

3.2

Extensions of Employment Period. Commencing on the first Anniversary Date, and on each Anniversary Date thereafter, (each an “ Extension Date ”) if at least 90 days before that date the Company has not delivered to Executive, and Executive has not delivered to Company, a written notice that the Employment Period will not be extended, the Employment Period will be automatically extended for one year from its then scheduled expiration date (i.e., the next occurring Extension Date).

4.1

Salary. The Company shall pay Executive in accordance with its normal payroll practices (but not less frequently than monthly) an annual salary at a rate of $ 210,000.00 per year (“ Base Salary ”). During the Employment Period, the Base Salary shall be reviewed at least annually by the Committee after consultation with Executive and may from time to time be increased as determined by the Committee. Effective as of the date of any such increase, the Base Salary as so increased shall be considered the new Base Salary for all purposes of this Agreement. Any increase in Base Salary shall not limit or reduce any other obligation of the Company to Executive under this Agreement.

4.2

Annual Bonus .

(a)

Subject to Section 7, Executive shall be eligible to earn an annual cash bonus (“Annual Bonus”) in accordance with the terms hereof for the current Year and each subsequent Year that begins during the Employment Period. Executive shall be eligible for an Annual Bonus based upon the achievement of the financial budget or other performance criteria established by the Board on or about January 15 or as soon thereafter as practicable, but in no event later than March 31 of such Year. The Annual Bonus shall be equal to the Target Annual Bonus upon full achievement of the performance criteria, but may be less than or more than the Target Annual Bonus upon lesser or greater levels of achievement.

(b)

The Company shall pay the entire Annual Bonus that is payable with respect to a Year in a lump-sum cash payment as soon as practicable after the Committee can determine whether and the degree to which the performance criteria has or has not

5.1

Incentive, Savings and Retirement Plans. In addition to Base Salary and the Annual Bonus, Executive shall be entitled to participate during the Employment Period in all incentive, savings and retirement plans, practices, policies and programs that are from time to time generally available to other senior executives of the Company.

5.2

Welfare Benefits. During the Employment Period, Executive and/or his eligible dependents, as the case may be, shall be eligible for participation in all benefits under welfare benefit plans, practices, policies and programs provided by the Company (including any medical, prescription, dental disability, salary continuance, employee life, group life, dependent life, accidental death and travel accident insurance plans and programs) generally available to other senior executives of the Company.

5.3

Fringe Benefits. During the Employment Period, Executive shall be entitled to all fringe benefits that are from time to time generally available to other senior executives of the Company. The Company will con