EXHIBIT 10.12(xi)
GEORGIA-PACIFIC CORPORATION/GEORGIA-PACIFIC GROUP
1997 LONG-TERM INCENTIVE PLAN
PERFORMANCE SHARE GRANT AGREEMENT
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Grantee: [First Middle Last]
Target Grant: [ ] shares
Performance Period January 1, 2000 through
December 31, 2002
Grant Date: January 21, 2000
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THIS AGREEMENT, dated as of the Grant Date stated above, by and between
Georgia-Pacific Corporation (the "Corporation") and the Grantee;
W I T N E S S E T H:
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WHEREAS, the Corporation wishes to give the Grantee an opportunity to
acquire or enlarge his/her equity ownership in the Corporation for purposes of
augmenting the Grantee's proprietary interest in the success of Georgia-Pacific
Corporation and, in particular, its Georgia-Pacific Group, and thereby focusing
Grantee's efforts on increasing shareholder value;
WHEREAS, the Performance Shares described in this Agreement have been
granted pursuant to, and are governed by, the Plan (as defined below);
NOW, THEREFORE, the Corporation and the Grantee hereby agree as
follows:
1. Performance Share Grant. Subject to the terms and conditions of this
Agreement, the Corporation hereby grants to Grantee a Target Grant of
Performance Shares as specified on the first page of this Agreement.
2. Award of Performance Shares. Subject to the restrictions described in
Sections 3, 4 and 5 of this Agreement, the Grantee will receive an
award of a specified percentage of his/her Target Grant of Performance
Shares as of the last day of the Performance Period if the percentile
ranking of the G-P Group's TSR for the Performance Period, when
compared to the TSR performance of the other Peer Group Companies for
the Performance Period, equals or exceeds the 30th percentile. The
following chart specifies the percentage of the Target Grant that will
be awarded depending upon the actual TSR percentile rating achieved by
G-P Group during the Performance Period:
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ACHIEVED TSR PERCENTILE AWARD AS PERCENTAGE OF TARGET
GRANT
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Less than 30th 0%
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30th 50%
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40th 70%
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50th 90%
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60th 114%
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70th 138%
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80th 160%
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90th 180%
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100th 200%
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The percentage of the Target Grant awarded for achieved TSR percentiles which
lie between the data points specified in the chart will be determined by
interpolation. One hundred percent (100%) of the Target Grant will be awarded if
the G-P Group achieves a TSR performance during the Performance Period of 54.17.
The precise number of Performance Shares awarded to the Grantee under this
Agreement pursuant to this Section 2 will be determined by multiplying the
Target Grant by the percentage specified in the above chart (or determined
through interpolation based on the chart), and then rounding the resulting
number up to the nearest whole number.
3. Vesting.
(a) Regular Vesting. Except as stated in Sections 3(b) and 3(c) of
this Agreement, the Grantee shall become fully vested in
his/her Performance Shares awarded in accordance with Section
2 (if any) on the fifth anniversary of the Award Date.
(b) Accelerated Vesting. Notwithstanding the regular vesting rule
specified in Section 3(a) of this Agreement, Performance
Shares awarded pursuant to Section 2 shall become 100% vested
upon the earliest to occur of the following Vesting Dates:
(i) The Grantee's Normal or Early Retirement Date;
(ii) The Grantee's Disability Retirement Date;
(iii) The date of the Grantee's death prior to his
termination of employment from the Corporation;
(iv) the date of a Change of Control; or
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(v) subject to the approval of the Committee, the date of
the Grantee's involuntary termination of employment
from the Corporation due to (A) job elimination or
(B) such other reason as may be specifically approved
by the Committee.
Except as otherwise provided in this Agreement in the case of a Disability
Retirement Date which occurs after Grantee's termination of employment with the
Corporation, no Vesting Date will occur - and no Performance Shares may vest -
following termination of employment with the Corporation.
(c) Termination for Cause. Notwithstanding anything in this
Agreement to the contrary, if the Corporation terminates the
Grantee's employment for Cause prior to a Change of Control,
this Agreement shall be terminated and all Performance Shares
granted to the Grantee under this Agreement shall be
forfeited, regardless of whether they have been awarded or a
Vesting Date has occurred on or before such termination date,
unless and to the extent that the Plan Administrator
determines that such forfeiture would violate applicable law.
4. Restrictions on Awarded Shares/Forfeitures. Performance Shares awarded
pursuant to Section 2 of this Agreement will be subject to the
following restrictions until their respective Vesting Dates:
(a) Forfeiture on Termination. Subject to Section 3, if the
Grantee's employment with the Corporation terminates for any
reason prior to the Vesting Date for awarded Performance
Shares, the Grantee shall forfeit all rights with respect to
the shares included in that award, and the certificates
evidencing such shares shall be null, void and of no effect as
of the date his/her employment terminates. Such shares shall
revert to the Corporation as treasury stock and may, in the
sole discretion of the Corporation, be cancelled or retained
as treasury stock.
(b) Nontransferability. Prior to the Vesting Date with respect to
awarded Performance Shares, such shares shall be
nontransferable and may not be sold, hypothecated or otherwise
assigned or conveyed by a Grantee to any party, except as
otherwise provided in Section 9(e).
(c) Additional Shares. Any shares of Stock accruing to awarded
Performance Shares as a result of any adjustment under Section
9(h) will be subject to the same restrictions (and have the
same Vesting Date) as the shares to which they accrue.
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5. Delivery of Shares.
(a) Awarded Shares. Performance Shares awarded pursuant to Section
2 of this Agreement shall be registered in the name of the
affected Grantee within sixty (60) days after the Award Date.
Such shares shall, however, be subject to the restrictions
described in Sections 3 and 4 of this Agreement until the
Vesting Date for such shares, and the certificates evidencing
the shares shall bear a legend noticing those restrictions
either specifically or by reference to the provisions of this
Agreement. Such shares, when issued in accordance with this
Agreement, shall be deemed to be fully paid and nonassessable.
Certificates representing such shares shall be held in the
custody of the Corporation (or the Agent). Each Grantee shall
supply the Corporation or the Agent (as instructed) with an
executed stock power with respect to each such stock
certificate.
(b) Vested Shares. Certificates representing awarded Performance
Shares (without the legend described in Section 4) which have
vested pursuant to Sections 3 shall be delivered to the
affected Grantee within ten (10) business days after the
Vesting Date with respect to such shares. At such time, the
stock powers described in Section 4 will be destroyed, and the
Grantee shall enjoy full shareholder and ownership rights with
respect to such shares.
6. Ownership Rights. Except as otherwise provided in Sections 4 and 5 of
this Agreement, upon receipt of an award of Performance Shares under
this Agreement, the Grantee shall exercise all ownership rights
(including, without limitation, the right to vote and the right to
receive dividends) with respect to such shares, provided that voting
and dividend rights with respect to the shares will be exercisable only
if the record date for determining shareholders entitled to vote, or to
receive dividends, falls on or after an Award Date and before the
effective date of a forfeiture of the shares under Section 4. The
Grantee shall have the same rights with respect to any shares of Stock
accruing to awarded Performance Shares as a result of any adjustment
under Sections 9(h).
7. Deferral of Exercise or Delivery of Shares. Notwithstanding any
provision in this Agreement to the contrary, if any law or regulation
of any governmental authority having jurisdiction in the matter
requires the Corporation, the Plan Administrator, the Agent or the
Grantee to take any action or refrain from action in connection with
the award of delivery of Performance Shares under this Agreement, or to
delay such award or delivery, then the award or delivery of such shares
shall be deferred until such action has been taken or such restriction
on action has been removed.
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8. Termination Date. The Grantees date of termination of employment from
the Corporation shall be deemed for purposes of this Agreement to be
the later of (i) his last day of active work for the Corporation or
(ii) his last day on the active employee payroll of the Corporation;
provided, however, that for all purposes of this Agreement, the Grantee
shall be deemed actively at work during any period the Grantee is on
approved paid medical leave or leave of absence; and provided, further,
that notwithstanding anything in this Section 8 to the contrary, if the
Grantee's employment terminates and accelerated vesting under Section
3(b)(ii) applies, the Grantee's termination date shall be his/her
Disability Retirement Date.
9. General Provisions. The Grantee acknowledges that he has read,
understands and agrees with all General of the provisions in this
Agreement and the Plan, including (but not limited to) the following:
Provisions. The Grantee acknowledges that he has read, understands and
agrees with all of the provisions in this Agreement and the Plan,
including (but not limited to) the following:
(a) Authority of Plan Administrator. The Plan Administrator shall
have the authority to administer the Agreement and the Plan;
to make all determinations with respect to the construction
and application of the Agreement, the Plan, and the
resolutions of the Board of Directors establishing the Plan;
to adopt and revise rules relating to the Agreement and the
Plan; to hire the Agent with respect to its administrative
responsibilities under the Agreement and the Plan; and to make
other determinations which it believes are necessary or
advisable for the administration of the Agreement and the
Plan. Any dispute or disagreement which arises under this
Agreement or the Plan shall be resolved by the Plan
Administrator in its absolute discretion. Any such
determination, interpretation, resolution, or other action by
the Plan Administrator shall be final, binding and conclusive
with respect to the Grantee and all other persons affected
thereby.
(b) Notices. Any notice which is required or permitted under this
Agreement shall be in writing (unless otherwise specified in
the Agreement or in a writing from the Corporation or the
Agent to the Grantee), and delivered personally or by mail,
postage prepaid, addressed as follows: (i) if to the
Corporation or the Agent, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Compensation Department, or
at such other address as the Corporation or the Agent by
notice to the Grantee may have designated from time to time;
(ii) if to the Grantee, at the address indicated in the
Grantee's then-current personnel records, or at such other
address as the Grantee by notice to the Corporation may have
designated from time to time. Such notice shall be deemed
given upon receipt.
(c) Taxation. The Grantee shall be responsible for all applicable
income and withholding taxes and the employee share of FICA
taxes with respect to any compensation income generated upon
the award or vesting of his vested Performance Shares under
this Agreement.
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(d) Nontransferability. This Agreement and the Performance Shares
granted to the Grantee shall be nontransferable and shall not
be sold, hypothecated or otherwise assigned or conveyed by the
Grantee to any other person, except as specifically permitted
in this Agreement. No assignment or transfer of this Agreement
or the rights represented thereby, whether voluntary or
involuntary, or by operation of law or otherwise, shall vest
in the assignee or transferee any interest or right
whatsoever, except as specifically permitted in this
Agreement. The Agreement shall terminate, and be of no force
or effect, immediately upon any attempt to assign or transfer
the Agreement or any of the Performance Shares to which the
Agreement applies.
(e) Designation of Beneficiary. Notwithstanding anything in
Section 9(d) to the contrary, the Grantee may designate a
person or persons to receive, in the event of his death, any
rights to which he would be entitled under this Agreement.
Such a designation shall be filed with the Agent in accordance
with uniform procedures specified by the Plan Administrator.
The Grantee may change or revoke a Beneficiary designation at
any time by filing a written statement of such change or
revocation with the Agent in accordance with uniform
procedures specified by the Plan Administrator. No Beneficiary
designation or change of Beneficiary designation will be
effective until notice thereof is received. If an Grantee
fails to designate a Beneficiary or if the Beneficiary
predeceases the Grantee, the Grantee's estate shall be deemed
to be his/her Beneficiary for purposes of this Agreement.
(f) No Shareholder Rights. Except as otherwise specifically
provided in Section 6 of this Agreement (regarding shareholder
rights of the Grantee with respect to Performance Shares
awarded pursuant to Section 2), until Performance Shares have
vested in accordance with the provisions of Section 3 of the
Agreement, the Grantee shall have no rights as a shareholder
of the Corporation, and shall not be deemed to be a
shareholder of the Corporation for any purpose, as a result of
any grant or award of Performance Shares to the Grantee.
(g) Not an Employment Contract. This Agreement shall not be deemed
to limit or restrict the right of the Corporation to terminate
the Grantee's employment at any time, for any reason, with or
without Cause, or to limit or restrict the right of the
Grantee to terminate his employment with the Corporation at
any time.
(h) Corporate Restructuring/Capital Readjustments. Nothing in this
Agreement shall abridge the rights or powers of the
Corporation or its stockholders reserved to them in Section
9(a) of the Plan, and in the event of any extraordinary
transaction with respect to or affecting Georgia-Pacific Group
Stock, adjustments to the number of Performance Shares granted
in this Agreement may be made in accordance with the
provisions of Section 9(b) of the Plan.
(i) Fractional Shares. Notwithstanding anything in this Agreement
to the contrary, in the event that any adjustment to the
Target Grant or an award of Performance Shares or the
calculation of an award pursuant to this Agreement would
otherwise result in the creation of a fractional share
interest, the affected Target Grant or Performance Share award
shall be rounded up to the nearest whole share.
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(j) Amendment or Termination. This Agreement may be amended or
terminated at any time by the mutual agreement and written
consent of the Grantee and the Plan Administrator, but only to
the extent permitted under the Plan.
(k) Governing Instrument. This Agreement is subject to all terms
and conditions of the Plan and shall at all times be
interpreted in a manner that is consistent with the intent,
purposes, and specific language of the Plan.
(l) Severability. If any provision of this Agreement should be
held illegal or invalid for any reason by the Plan
Administrator or court of applicable jurisdiction, such
determination shall not affect the other provisions of this
Agreement, and it shall be construed as if such provision had
never been included herein.
(m) Headings/Gender. Headings in this Agreement are for
convenience only and shall not be construed to be part of this
Agreement. Any reference to the masculine, feminine or neuter
gender shall be a reference to other genders as appropriate.
(n) Governing Law. This Agreement shall be construed, and its
provisions enforced and administered, in accordance with the
laws of the State of Georgia and, where applicable, federal
law.
10. Definitions. For purposes of this Agreement, the following terms shall
be defined as follows:
(a) Agent means First Chicago Trust Corporation of New York or any
other entity designated by the Plan Administrator to act as
its administrative service provider.
(b) Agreement means this agreement between the Grantee and the
Corporation setting forth the terms and conditions of the
Performance Share grant described herein.
(c) Award Date means the date as of which Performance Shares are
awarded to the Grantee pursuant to Section 2.
(d) Beneficiary means the person(s) designated by the Grantee
pursuant to Section 9(e) of this Agreement to receive his/her
rights under this Agreement upon his/her death.
(e) Board of Directors means the Board of Directors of
Georgia-Pacific Corporation.
(f) Cause means any of the actions or omissions specified in
Section 2(d) of the Plan.
(g) Change of Control has the meanings specified in Section 11(b)
of the Plan.
(h) Committee means the Compensation Committee of the Board of
Directors, or a subcommittee of such Committee, as the same
may be constituted from time to time.
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(i) Corporation means Georgia-Pacific Corporation, its successors
and assigns, and any other corporation in an unbroken chain
of corporations beginning with Georgia-Pacific Corporation if
each of the corporations other than the last corporation in
the unbroken chain owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of
the other corporations in such chain.
(j) Disability means "total disability" as defined under the
long-term disability program of the Georgia-Pacific
Corporation Salaried Employees Long-Term Disability Plan
(whether or not the Grantee is covered under such program).
(k) Disability Retirement Date means the later of (i) the day the
Grantee's employment with the Corporation ends after the
maximum period during which salary continuation benefits from
the Corporation because of illness or injury are authorized in
accordance with its then-current medical leave policy, but
only if the Grantee's Disability continues through that date,
or (ii) the day the Grantee's employment with the Corporation
ends after the last day of a personal leave of absence
immediately following such period of salary continuation,
provided, that the Grantee has a Disability on such date. If
the Grantee is involuntarily terminated because of job
elimination or facility closure (or other reason approved by
the Plan Administrator) while on a paid medical leave based on
a Disability or during a personal leave of absence immediately
following such medical leave, the Grantee will have a
Disability Retirement Date on the last day of the maximum
period during which salary continuation benefits from the
Corporation because of illness or injury would have been
authorized in accordance with its then-current medical leave
policy if he had not been terminated (in the case of
termination during a medical leave) or on the date of
termination (in the case of termination during the personal
leave of absence), provided that he still has a Disability on
such date.
(l) Early Retirement Date means the Grantee's date of termination
from the Corporation after having attained at least age 62
(but not age 65) and having accrued at least 10 years of
service for vesting purposes as determined in accordance with
the provisions of the Georgia-Pacific Corporation Savings and
Capital Growth Plan (or any successor tax-qualified retirement
plan maintained for salaried employees of the Corporation).
(m) Fair Market Value is the mean between the high and low sales
prices of a share of Georgia-Pacific Group Stock on a
particular date, as reported in The Wall Street Journal, New
York Stock Exchange - Composite Transactions, or as reported
in any successor quotation system adopted prospectively for
this purpose by the Plan Administrator in its discretion. If
the date of determination is not a trading date on the New
York Stock Exchange, Fair Market Value shall be determined
using the high and low sales prices of a share of
Georgia-Pacific Group Stock on the next preceding trading
date. The Fair Market Value of Georgia-Pacific Group Stock
shall be rounded to the nearest whole cent (with 0.5 cent
being rounded to the next higher whole cent).
(n) Georgia-Pacific Group Stock or Stock means the class of the
Corporation's common stock, par value $0.80 per share, which
has been designated by the Corporation as the Georgia-Pacific
Corporation--Georgia-Pacific Group Common
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Stock.
(o) Grant Date means the date set forth on the first page of this
Agreement.
(p) Grantee means the employee of the Corporation named on the
first page of this Agreement.
(q) Normal Retirement Date means the Grantee's date of termination
from the Corporation after having attained at least age 65.
(r) Peer Group Companies means, for any Performance Period, the
companies included in the Standard & Poors Paper and Forest
Products Industry Index (but excluding the Corporation) on
January 1 of such Performance Period; provided, however that
if a Peer Group Company is not in existence as an independent
entity generating the types of public information needed for
TSR calculations under this Agreement both at the beginning
and the end of the Performance Period, that company shall be
disregarded for purposes of making awards under this
Agreement, notwithstanding its inclusion in the group of Peer
Group Companies otherwise applicable to such calculations.
(s) Performance Period means the period during which Total
Shareholder Return of the G-P Group and the Peer Group
Companies will be measured to determine whether any of the
Performance Shares will be awarded to Grantee pursuant to
Section 2, which period is specified on the first page of this
Agreement.
(t) Performance Shares means the restricted shares of Stock
granted under the terms and conditions of this Agreement.
(u) Plan means the Georgia-Pacific Corporation/Georgia-Pacific
Group 1997 Long-Term Incentive Plan, as adopted by the Board
of Directors on September 17, 1997, and approved by the
Corporation's shareholders on December 16, 1997, and as
amended from time to time.
(v) Plan Administrator means the Committee, provided, however,
that to the extent permitted by the Plan and authorized by the
Committee, the Chief Executive Officer of the Georgia-Pacific
Corporation may act on behalf of the Committee in executing
the duties and responsibilities of the Plan Administrator.
(w) Target Grant means the number of Performance Shares specified
on the first page of this Agreement.
(x) Total Shareholder Return or TSR means, for a given Performance
Period and a given common stock, the number determined by the
formula [(SB+SD)PE - 100] / 100, where (i) "SB" is the number
of shares of the common stock (including fractional shares)
that could be bought with an initial $100 investment at PB, or
$100 / PB; (ii) "SD" is the total number of shares of the
common stock (including fractional shares) (A) which are
distributed as stock dividends with respect to the common
stock during the Performance Period or (B) which could be
purchased with the cash dividends (or allocated portion of a
per share dividend) paid on SB shares of the common stock
during the Performance Period (and any additional shares or
fractional shares allocated in accordance with this
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subsection (ii) with respect to dividends paid during the
Performance Period but prior to the dividend in question),
determined in the case of each such dividend paid using the
closing price of the common stock on the trading date
coincident with or next preceding the date of payment of the
dividend; (iii) "PB" is the closing price of the common stock
on the last trading day before the first day of the
Performance Period; and (iv) "PE" is the closing price of the
common stock on the last trading day of the Performance
Period. In calculating the Total Shareholder Return for a
given common stock, the Plan Administrator will apply the
principles of Section 9(h) as if that section applied to the
common stock.
(y) Vesting Date means the date upon which the restrictions
contained in Section 4 lapse with respect to an award of
Performance Shares made in accordance with Section 2, which
date shall be determined in accordance with Section 3.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officers under its corporate seal, and the
Grantee has executed this Agreement, as of the day and year first above written.
GEORGIA-PACIFIC CORPORATION
By:_______________________________
A. D. ▇▇▇▇▇▇▇
Chairman, Chief Executive Officer
and President
ATTEST:
______________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary
GRANTEE
___________________________________
Name:______________________________
NOTE: PLEASE COMPLETE THE ATTACHED ACKNOWLEDGMENT OF RECEIPT AND
BENEFICIARY DESIGNATION FORM AND RETURN THEM TO:
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FIRST CHICAGO TRUST
GEORGIA-PACIFIC STOCK OPTION PLAN
"PERSONAL AND CONFIDENTIAL"
P. O. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
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ACKNOWLEDGMENT OF RECEIPT AND BENEFICIARY DESIGNATION FORM
Under the terms of the Georgia-Pacific Corporation/Georgia-Pacific
Group 1997 Long-Term Incentive Plan ("1997 Georgia-Pacific Group LTIP"), you
have the right to designate a beneficiary to exercise certain rights that may
arise under your Performance Share grant in the event of your death. IF YOU DO
NOT DESIGNATE A BENEFICIARY IN WRITING, THESE RIGHTS WILL PASS TO YOUR ESTATE
UPON YOUR DEATH. In order to allow you to decide affirmatively which outcome you
desire and, in the event you prefer to designate a beneficiary or beneficiaries
other than your estate, to name that beneficiary or those beneficiaries, the
Corporation has provided this form, which you may use to designate in writing
the beneficiary(ies) you desire. Of course, you may revoke and change your
beneficiary designations at any time by notifying First Chicago Trust
Corporation in writing at the address indicated below.
PLEASE TAKE TIME TO FILL OUT THIS FORM AND RETURN IT TO FIRST CHICAGO
TRUST AT THE FOLLOWING ADDRESS: FIRST CHICAGO TRUST, GEORGIA-PACIFIC STOCK
OPTION PLAN, "PERSONAL AND CONFIDENTIAL", P. O. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇. BENEFICIARY DESIGNATIONS OR MODIFICATIONS OF BENEFICIARY
DESIGNATIONS SENT TO ANY OTHER ADDRESS WILL NOT BE EFFECTIVE UNTIL ACTUALLY
RECEIVED BY FIRST CHICAGO TRUST. THE CORPORATION HAS NO RESPONSIBILITY FOR
BENEFICIARY DESIGNATION FORMS WHICH ARE NOT SUBMITTED AS INDICATED ABOVE.
NOTE: You may designate multiple beneficiaries, in which case those living at
the time of your death will equally share the rights accorded to a beneficiary
for the particular grant(s) in question.
[ ] I designate my estate as my beneficiary under my 2000 Performance Share
grants under the 1997 Georgia-Pacific Group LTIP.
[ ] I designate the following person(s) as my beneficiary(ies) under my 2000
Performance Share grants under the 1997 Georgia-Pacific Group LTIP:
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NAME ADDRESS RELATIONSHIP TO YOU SOCIAL SECURITY
NUMBER (IF
KNOWN)
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I ACKNOWLEDGE RECEIPT OF THE EXECUTED PERFORMANCE SHARE AGREEMENT EVIDENCING MY
JANUARY 21, 2000, PERFORMANCE SHARE GRANT UNDER THE GEORGIA-PACIFIC
CORPORATION/GEORGIA-PACIFIC GROUP 1997 LONG-TERM INCENTIVE PLAN AND CONFIRM THAT
THE BENEFICIARY(IES) DESIGNATED ABOVE HAVE BEEN SELECTED BY ME IN FREE EXERCISE
OF MY OWN DISCRETION.
Signature:__________________ Printed Name:_________________________
Date:_______________________