1995 GEORGIA-PACIFIC CORPORATION
REPLACEMENT SHAREHOLDER VALUE INCENTIVE STOCK OPTION
(G-P Group Stock)
THIS AGREEMENT, dated December 17, 1997 by and between GEORGIA-
PACIFIC CORPORATION, a Georgia corporation (hereinafter called the
"Corporation"), and (hereinafter called "Optionee");
W I T N E S S E T H:
WHEREAS, on April 1, 1995, the Optionee was granted pursuant to the
Georgia-Pacific Corporation 1995 Shareholder Value Incentive Plan (as then in
effect, the "Original Plan") the option to purchase from the Company up to,
but not exceeding in the aggregate, shares of the Company's then existing
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common stock ("G-P Common Stock") at a price of $80.50 per share (the
"Original Option");
WHEREAS, the shareholders of the Corporation have approved, effective
December 16, 1997, a recapitalization of the Corporation's common stock, viz.
the conversion of each share of G-P Common Stock into one share of Georgia-
Pacific Corporation--Georgia-Pacific Group Common Stock ("G-P Group Stock")
and the distribution of one share of Georgia-Pacific Corporation--Timber Group
Common Stock ("Timber Stock") with respect to each share of G-P Group Stock
(the "Letter Stock Transaction");
WHEREAS, in conjunction with the approval of the Letter Stock
Transaction, the shareholders of the Corporation also approved, effective
December 16, 1997, an amendment and restatement of the Original Plan (the
"Plan"), which upon approval of the Letter Stock Transaction provides for the
conversion the Original Option into two separate options (each independently
exercisable), one to purchase shares of G-P Group Stock and the other to
purchase shares of Timber Stock, in each case for a number of shares equal to
the number of shares specified in the Original Option;
WHEREAS, in making the options conversion contemplated in the Letter
Stock Transaction and in the Plan, the exercise price for the G-P Group Stock
option is equal to the exercise price under the Original Option (the "Original
Option Price") multiplied by a fraction, the numerator of which is the average
of the high and low price for G-P Group Stock on the first date such stock is
traded, regular way, on the New York Stock Exchange (the `G-P Group Stock
Price') and the denominator of which is the sum of the G-P Group Stock Price
and the average of the high and low price for Timber Stock on the first date
such stock is traded, regular way, on the New York Stock Exchange (the "Timber
Stock Price"), and the exercise price for the Timber Stock option is equal to
the exercise price under the Original Option Price multiplied by a fraction, the
numerator of which is the Timber Stock Price and the denominator of which is the
sum of the G-P Group Stock Price and the Timber Stock Price; and
WHEREAS, the G-P Group Stock options and the Timber Stock options
issued as replacements for the Original Option are to be deemed to be
continuations of the Original Option;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto do hereby mutually agree as follows:
1. OPTION GRANT. Subject to the terms and conditions set forth
herein, the Corporation hereby grants to the Optionee during the period
commencing on the date hereof and ending on March 31, 2005, the option to
purchase from the Corporation, from time to time, as hereinafter more
specifically stated, at a price of $57.29 per share, up to but not exceeding in
the aggregate, shares of the G-P Group Stock (or such portion of such
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shares as may be vested and exercisable), which option may be exercised, in
whole or in part, from time to time, commencing on the applicable Vesting Date
as determined in accordance with Section 2 or 3 (but only as to the portion then
becoming exercisable) and for the exercise period beginning on such Vesting Date
and continuing to the end of the applicable exercise period specified in this
Agreement.
2. NORMAL VESTING. This option grant (or any portion thereof) may
in no event be exercised prior to its Vesting Date, but on and after its
Vesting Date (to the extent of the number option shares then becoming
exercisable), it may be exercised in accordance with - and to the extent
permitted under - the terms of the Plan and this Agreement. This option grant
will vest without regard to performance standards stated in this Section 2 on
the 183rd day following the 9th anniversary of the Grant Date. This option
grant is subject to accelerated performance-based vesting in accordance with
any of the following rules:
(a) This option grant will vest on the 3rd anniversary of the Grant
Date if the Corporation's Total Shareholder Return for the
immediately preceding 3 full fiscal years exceeds the Weighted
Average Total Shareholder Return of all Peer Group Companies
for the same period.
(b) This option grant will vest on the 4th anniversary of the Grant
Date if the Corporation's Total Shareholder Return for the
immediately preceding 4 full fiscal years exceeds the Weighted
Average Total Shareholder Return of all Peer Group Companies
for the same period.
(c) This option grant will vest on the 5th anniversary of the Grant
Date if the Corporation's Total Shareholder Return for the
immediately preceding 5 full fiscal years exceeds the Weighted
Average Total Shareholder Return of all Peer Group Companies
for the same period.
Vesting under subsections (a), (b) and (c) shall be conditioned upon the
Committee's written certification that the performance vesting standards of this
Section 2 have been met. Vesting of this option grant under this Section 2 is
subject in all cases to the restrictions/forfeiture rules in Sections 4 and 5.
Subject to those rules, if this option grant vests pursuant to this Section 2,
it may be exercised at any time on or after the Vesting Date and prior to the
10th anniversary of the Grant Date (not inclusive), provided that if the
Optionee's employment with the Corporation and its Subsidiaries terminates for
any reason other than retirement (as defined in Section 3(b)(i)), death or
disability (as defined in Section 3(b)(iii)) after the Vesting Date of this
option grant and before it has expired, the option grant may be exercised only
during the 90-day period following the Optionee's date of termination or, if
shorter, during the remaining period before this option grant expires in
accordance with this Agreement. If a Participant's employment with the
Corporation and its Subsidiaries terminates for any reason other than retirement
(as defined in Section 3(b)(i)), death or disability (as defined in
Section 3(b)(iii)) prior to the Vesting Date of this option grant, this option
grant will terminate as of the Participant's termination date, and the
Participant will have no further rights hereunder.
3. SPECIAL VESTING. This option grant (or the portion designated
below in Section 3(c)) shall vest and become exercisable under the
circumstances and subject to the terms and conditions specified in this
Section 3 (subject to the provisions of Section 5):
(a) Notwithstanding anything in Sections 2 or 4 to the contrary,
the performance-based vesting provisions of subsections (a),
(b) and (c) of Section 2 shall operate to vest this option
grant to the extent that it remains outstanding when the
Optionee retires (as defined in Section 3(b)(i)), dies or
becomes disabled (as defined in Section 3(b)(iii)) prior to its
Vesting Date even if such vesting occurs after the termination
of the Optionee's employment with the Corporation and its
Subsidiaries.
(b) Notwithstanding anything in Sections 2 or 4 to the contrary, if
this option grant is not vested pursuant to the performance-
based vesting standards of subsections (a), (b) and (c) of
Section 2 or another provision of this Agreement, it will vest
in the circumstances and on the date specified in paragraphs
(i) through (iii) below to the extent permitted by the schedule
set forth in Section 3(c):
(i) If the Optionee terminates employment with the Corporation
and its Subsidiaries after attaining age 65 or age 55 and
10 years of service for vesting purposes under the
Georgia-Pacific Corporation Savings and Capital Growth
Plan (other than a termination for Cause), on the later of
his/her retirement date or the 5th anniversary of the
Grant Date;
(ii) If the Optionee dies, on the later of his/her date of
death or the 5th anniversary of the Grant Date; or
(iii) If the Optionee becomes totally disabled as defined
under the Georgia-Pacific Corporation Salaried Long-Term
Disability Plan (whether or not the Optionee actually
participates in that plan), as determined by the Plan
Administrator in its sole discretion, on the later of
his/her date of termination of employment with the
Corporation and its Subsidiaries because of such
disability or the 5th anniversary of the Grant Date.
(c) If the Optionee becomes entitled to special vesting in
accordance with Section 3(b) above, this option grant, if then
still outstanding, will vest as of the applicable date
specified in Section 3(b) to the extent indicated in paragraphs
(i) through (iii) below:
(i) If the special vesting event described in Section 3(b)(i)
through (iii) occurs prior to the 5th anniversary of the
Grant Date of this option grant (which has not otherwise
vested), 50% of this option grant will vest and 50% will
be forfeited.
(ii) If special vesting described in Section 3(b)(i) through
(iii) occurs on or after the 5th anniversary, but prior to
the 6th anniversary, of the Grant Date of this option
grant (which has not otherwise vested), 60% of this option
grant will vest and 40% will be forfeited.
(iii)If special vesting described in Section 3(b)(i)
through (iii) occurs on or after the 6th anniversary, but
prior to the 7th anniversary, of the Grant Date of this
option grant (which has not otherwise vested), 70% of this
option grant will vest and 30% will be forfeited.
(iv) If special vesting described in Section 3(b)(i) through
(iii) occurs on or after the 7th anniversary, but prior to
the 8th anniversary, of the Grant Date of this option
grant (which has not otherwise vested), 80% of this option
grant will vest and 20% will be forfeited.
(v) If special vesting described in Section 3(b)(i) through
(iii) occurs on or after the 8th anniversary, but prior to
the 9th anniversary, of the Grant Date of this option
grant (which has not otherwise vested), 90% of this option
grant will vest and 10% will be forfeited.
(vi) If special vesting described in Section 3(b)(i) through
(iii) occurs on or after the 9th anniversary of the Grant
Date of this option grant (which has not otherwise
vested), 100% of this option grant will vest.
(d) The special vesting dates specified in this Section 3 shall be
considered Vesting Dates for purposes of this Agreement.
(e) If this option grant vests pursuant to Section 3(a), it may be
exercised at any time on or after its Vesting Date and prior to
the 10th anniversary of its Grant Date (not inclusive). If
this option grant (or any portion thereof) vests pursuant to
Section 3(b), it may be exercised (to the extent it has vested)
at any time on or after its Vesting Date and prior to the 183rd
day following its Vesting Date (not inclusive) or, if earlier,
prior to the 10th anniversary of its Grant Date (not
inclusive).
4. RESTRICTIONS/FORFEITURE RULES. This option grant will be
subject to the following restrictions and forfeiture rules:
(a) Subject to Section 3, if the Optionee's employment with the
Corporation and its Subsidiaries is terminated for any reason
prior to the Vesting Date for this option grant (or any portion
thereof), the Optionee shall forfeit all rights with respect to
this option grant, and this Agreement shall be null, void and
of no effect as of the date his/her employment terminates.
(b) This option grant shall be nontransferable and may not be sold,
hypothecated or otherwise assigned or conveyed by the Optionee
to any party; provided that in the event of the incapacity (as
determined by the Plan Administrator) or death of the Optionee,
his/her attorney-in-fact pursuant to a valid power of attorney
giving general or specific authority to make elections with
respect to this option grant, his/her court-appointed guardian
or the custodian of his/her affairs or the executor or
administrator of his/her estate (as the case may be) may
exercise any rights with respect to this option grant that the
Participant could have exercised if he/she were still alive or
not incapacitated. No assignment or transfer of this option or
the rights represented thereby, whether voluntary, involuntary,
or by operation of law or otherwise, except by will or the laws
of descent and distribution, shall vest in the assignee or
transferee any interest or right herein whatsoever, and
immediately upon any attempt to assign or transfer this option,
this option shall terminate and be of no force or effect.
Notwithstanding anything in this subsection (b) to the
contrary, an Optionee may designate a person or persons to
receive, in the event of his death, any rights to which he
would be entitled under this Option Agreement. Such a
designation shall be made in writing, and filed with the
Corporation's Treasurer's Department. A beneficiary
designation may be changed or revoked by an Optionee at any
time by filing a written statement of such change or revocation
with the Corporation's Treasurer's Department. No beneficiary
designation or change of beneficiary designation will be
effective until actually received by the Corporation's
Treasurer's Department. If an Optionee fails to designate a
beneficiary (or the beneficiary predeceases the Optionee), this
subsection (b) will apply without regard to the provisions
relating to the designation of a beneficiary.
(c) The Optionee shall not be deemed to be a shareholder of the
Corporation - and shall have no rights as a stockholder - with
respect to the shares covered by this option grant until the
date (i) such shares have been issued or transferred to him/her
and (ii) payment in full for such shares has been received by
the Corporation as provided in this Agreement. No adjustment
shall be made for dividends or other rights for which the
record date is prior to the date of such issuance or transfer.
(d) To the extent that this option grant is vested, but not
exercised during the period provided for its exercise under
this Agreement, the Participant shall forfeit all rights with
respect to this option grant and this Agreement shall expire as
of the close of the last day of the prescribed exercise period.
5. TERMINATION FOR CAUSE. Notwithstanding anything in this Option
Agreement to the contrary, if the Optionee is terminated for Cause, this option
grant shall terminate as of such date of termination regardless whether a
Vesting Date has occurred on or prior to his/her date of termination unless and
to the extent that the Committee determines (after taking into account the
provisions of Section 16) that such forfeiture in a given case would violate
applicable law.
6. EXERCISE OF OPTION. The option hereby granted shall be exercised
by the delivery to the Treasurer of the Corporation or his delegate, from time
to time, of written notice, signed by the Optionee, specifying the number of
shares the Optionee then desires to purchase, together with cash, certified
check, bank draft or postal or express money order to the order of the
Corporation for an amount in United States dollars equal to the sum of: (a) the
option price of such shares and (b) an amount sufficient to pay all state and
federal withholding taxes (including, without limitation, FICA) with respect to
the exercise (the total of (a) and (b) shall be referred to as the `Exercise
Amount'). In the alternative, the Optionee may tender payment for the option
shares in the form of shares of G-P Group Stock having a Fair Market Value on
the date of exercise equal to the Exercise Amount or a combination of (i) shares
of G-P Group Stock and (ii) cash, certified check, bank draft or postal or
express money order to the order of the Corporation in an amount in United
States dollars equal to the difference between the Exercise Amount and the Fair
Market Value of the tendered shares of G-P Group Stock on the date of exercise.
If the written notice of exercise is mailed, the date of its receipt by the
Treasurer of the Corporation or his delegate shall be considered the date of
exercise of the option by the Optionee. An exercise of stock options granted
under this Agreement will generate compensation subject to federal and state tax
withholding (including, without limitation, FICA withholding) in the calendar
year of each exercise, and all such withholding taxes shall be the
responsibility of the Optionee. The Committee may also authorize alternative
procedures for exercising options under this Agreement. Within thirty (30)
business days after any such exercise of the option in whole or in part by the
Optionee, the Corporation shall deliver to the Optionee a certificate or
certificates representing the aggregate number of shares with respect to which
such option shall be so exercised, registered in the Optionee's name. The
Optionee shall not have the right, in lieu of the exercise of the option, to
surrender the option granted hereby, or any portion thereof, in order to receive
shares covered by this option grant.
7. DATE OF TERMINATION. Except to the extent otherwise provided in
subsections (a) through (c) of this Section 7, for purposes of this Agreement,
the Optionee's date of termination shall be deemed to be his/her last day
worked:
(a) The Optionee's employment by the Corporation shall be deemed to
continue during such periods as he/she is employed by a
Subsidiary. If the Optionee shall be transferred from the
Corporation to a Subsidiary or from a Subsidiary to the
Corporation or from a Subsidiary to another Subsidiary, his/her
employment shall not be deemed to be terminated by reason of such
transfer. If, while the Optionee is employed by a Subsidiary,
such Subsidiary shall cease to be a Subsidiary and the Optionee
is not thereupon transferred to and employed by the Corporation
or another Subsidiary, the date that the Optionee's employer
ceases to be a Subsidiary shall be deemed to be a termination of
employment.
(b) The Optionee's date of termination on account of total disability
shall be the last day of his/her salary continuation period under
the Corporation's policy providing for salary continuation for
salaried employees who are medically unable to work because of
illness or injury or, if later, the date any personal leave of
absence he/she may be granted under the policies of the
Corporation immediately following such period of salary
continuation terminates in accordance with such policies.
(c) The Plan Administrator (as hereinafter defined) shall have
absolute and uncontrolled discretion to determine whether any
authorized leave of absence or absence on military or government
service taken by the Optionee shall constitute a termination of
employment for the purposes of this Agreement.
8. NO BAR TO CORPORATE RESTRUCTURING. The existence of this option
shall not affect in any way the right or power of the Corporation or its
stockholders to make or authorize any and all adjustments, recapitalizations,
reorganizations or other changes in the Corporation's capital structure or its
business, or any merger or consolidation of the Corporation, or any issue of
bonds, debentures, preferred or preference stocks ahead of or affecting G-P
Group Stock or the rights thereof, or the dissolution or liquidation of the
Corporation, or any sale or transfer of all or part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise.
9. CAPITAL READJUSTMENTS/STOCK OPTION MODIFICATIONS. The option
grant under this Plan will be made in G-P Group Stock as constituted on the
Grant Date for this option grant. In the event of any merger, reorganization,
consolidation, recapitalization, stock dividend, stock split, or extraordinary
distribution with respect to G-P Group Stock or other change in corporate
structure affecting G-P Group Stock, the Plan Administrator shall have the
authority to make such substitution or adjustments in the number, kind and
option price of shares subject to this option grant and/or such other
equitable substitution or adjustments as it may determine in its sole
discretion to be appropriate to ensure that all similarly situated optionees
under the Plan are treated equitably as a result of any such event; provided,
however, that the number of shares subject to any option grant shall always be
a whole number. In the event any adjustment to this option grant pursuant to
this Agreement would otherwise result in the creation of a fractional share
interest, the number of shares under this option grant shall be rounded to the
nearest whole share (with 0.5 share rounded to the next higher whole number).
10. CHANGE OF CONTROL. Notwithstanding any other provision of
this Agreement to the contrary, in the event of a Change of Control of the
Corporation (as defined in this Section 10), this option grant, if then
outstanding and not yet vested, shall vest as of the effective date of such
Change of Control if the Total Shareholder Return of the Corporation for at
least one of the 3-year, 4-year or 5-year periods ending on the effective date
of the Change of Control exceeds the Weighted Average Total Shareholder Return
of all Peer Group Companies for the same period. If this option grant vests
pursuant to this Section 10, it may be exercised at any time from and after
the effective date of the Change of Control (which shall be considered the
applicable Vesting Date) and prior to the 10th anniversary of its Grant Date.
For the purposes of this Agreement, a `Change of Control'' shall mean:
(a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the `Exchange Act'')) (a
`Person'') of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of the
combined voting power of the then outstanding voting securities
of the Corporation entitled to vote generally in the election
of directors (the `Outstanding Voting Securities''); provided,
however, that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change of
Control: (i) any acquisition by a Person who on the effective
date of the Original Plan was the beneficial owner of 20% or
more of the Outstanding Voting Securities; (ii) any acquisition
directly from the Corporation, including without limitation a
public offering of securities; (iii) any acquisition by the
Corporation, (iv) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Corporation
or any of its Subsidiaries or (v) any acquisition by any
corporation pursuant to a transaction which complies with
clauses (i), (ii), and (iii) of subsection (c) of this Section
10; or
(b) Individuals who, as of the effective date of the Original Plan,
constitute the Board (the `Incumbent Board'') cease for any
reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director
subsequent to the effective date of the Original Plan whose
election, or nomination for election by the Corporation's
shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect
to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board or actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board; or
(c) Consummation of a reorganization, merger or consolidation to
which the Corporation is a party or sale or other disposition
of all or substantially all of the assets of the Corporation (a
"Business Combination"), in each case, unless, following such
Business Combination, (i) all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Stock and Outstanding Voting
Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the
combined voting power of the then outstanding voting
securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting
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from such Business Combination (including, without limitation,
a corporation which as a result of such transaction owns the
Corporation or all or substantially all of the Corporation's
assets either directly or through one or more subsidiaries)
(the `Successor Entity'') in substantially the same proportions
as their ownership, immediately prior to such Business
Combination, of Outstanding Voting Securities and (ii) no
Person (excluding any Successor Entity or any employee benefit
plan, or related trust, of the Corporation or such Successor
Entity) beneficially owns, directly or indirectly, 20% or more
of, respectively, the combined voting power of the then
outstanding voting securities of the Successor Entity, except
to the extent that such ownership existed prior to the Business
Combination and (iii) at least a majority of the members of the
board of directors of the Successor Entity were members of the
Incumbent Board (including persons deemed to be members of the
Incumbent Board by reason of the proviso to subsection (c) of
this Section 10) at the time of the execution of the initial
agreement, or of the action of the Board, providing for such
Business Combination; or
(d) Approval by the shareholders of the Corporation of a complete
liquidation or dissolution of the Corporation.
11. LEGAL IMPEDIMENTS TO EXERCISE. Anything in this Agreement to the
contrary notwithstanding, if, at any time specified herein for the exercise of
this option or the delivery of shares to the Optionee, any law or regulations of
any governmental authority having jurisdiction in the matter shall require
either the Corporation or the Optionee to take any action or refrain from action
in connection therewith or to delay such exercise, then the delivery of such
shares on such exercise shall be deferred until such action shall have been
taken or such restriction on action shall have been removed.
12. AUTHORITY OF PLAN ADMINISTRATOR. As conditions precedent to the
granting of the option and all other rights provided hereunder, the Optionee and
any other person who acquires any rights hereunder agrees that any dispute or
disagreement which shall arise under, or as a result of, or pursuant to, this
Agreement may be determined by the Plan Administrator constituted under the Plan
(the "Plan Administrator") in the Plan Administrator's absolute and uncontrolled
discretion; and that any such determination or interpretation of the terms of
this Agreement or the Plan or any other determination by either such Plan
Administrator shall be final, binding and conclusive on all persons affected
thereby. The Plan Administrator shall have the authority to administer the
Plan, make all determinations with respect to the construction and application
of the Plan, the Board resolutions establishing the Plan and this Agreement,
adopt and revise rules and regulations relating to the Plan and make any other
determinations which it believes necessary or advisable for the administration
of the Plan (subject to the provisions of the Plan regarding Plan
administration). Questions regarding the options granted under this Agreement
and the administration of the Plan may be addressed to the Treasurer's
Department of the Corporation.
13. NOT INCENTIVE STOCK OPTIONS. Anything in this Agreement to the
contrary notwithstanding, the Corporation and Optionee acknowledge and agree
that the Plan was not intended to provide for the issuance of "incentive stock
options" as defined in Section 422 of the Internal Revenue Code of 1986, as
amended, and that the options granted pursuant to this Agreement are not
"incentive stock options" as so defined.
14. CONTINUED EMPLOYMENT. This Agreement shall not be deemed to
limit or restrict the right of the Corporation or any Subsidiary to terminate
the Optionee's employment at any time, for any reason, with or without cause, or
to limit or restrict the right of the Optionee to terminate his employment with
the Corporation or any Subsidiary at any time. In the event of termination of
the Optionee's employment with the Corporation and all Subsidiaries, such
employee shall be eligible to exercise only options on the number of shares that
then or thereafter become available for purchase pursuant to Section 3 hereof
(but subject to Section 5). Optionee's services shall be subject to the
direction of the Board of Directors of the Corporation or such Subsidiary or
such officer or officers as the respective Boards may designate from time to
time and shall be rendered at such locations as the respective Boards or any
such officer may determine.
15. AMENDMENT OR TERMINATION. This Agreement may be amended or
terminated prior to the expiration dates set forth herein only with the mutual
agreement and consent of the Optionee and the Corporation, and then only to the
extent permitted under the Plan.
16. 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.
17. INTERPRETATION. This Agreement shall at all times be
interpreted so as to be consistent with the intent, purposes and specific
language of the Plan.
18. SEVERABILITY. If any provision of this Agreement should be
held illegal or invalid for any reason, such determination shall not affect
the other provisions of this Agreement, but instead the Agreement shall be
construed as if such provisions had never been included herein.
19. HEADINGS/GENDER. Headings contained in this Agreement are for
convenience only and shall in no event be construed as part of this Agreement.
Any reference to the masculine, feminine or neuter gender shall be a reference
to other genders as appropriate.
20. NOTICES. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be delivered
personally or by mail, postage prepaid, addressed as follows: (i) to the
Corporation, Georgia-Pacific Corporation, l33 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Vice President and Treasurer, or at such other address
as the Corporation, by notice to the Optionee, may designate in writing from
time to time; (ii) to the Optionee at the address indicated in the Optionee's
then current personnel records, or at such other address as the Optionee, by
notice to the Treasurer of the Corporation at the above address, may designate
in writing from time to time. Such notices shall be deemed given upon receipt.
21. DEFINITIONS. For purposes of this Agreement, the following terms
shall be defined as follows (certain other definitions are found in the premises
to this Option Agreement):
(a) "Cause" for the purposes of this Agreement shall mean any of the
following: (i) the willful failure of the Optionee to perform
satisfactorily the duties consistent with his title and position
reasonably required of him by the Board or supervising management
(other than by reason of incapacity due to physical or mental
illness); (ii) the commission by the Optionee of a felony, or the
perpetration by the Optionee of a dishonest act or common law
fraud against the Corporation or any of its Subsidiaries; or
(iii) any other willful act or omission (including without
limitation the violation of any corporate policy or regulation)
which could reasonably be expected to expose the Corporation to
civil liability under the law of the applicable jurisdiction or
causes or may reasonably be expected to cause significant injury
to the financial condition or business reputation of the
Corporation or any of its Subsidiaries.
(b) "Corporation" shall mean Georgia-Pacific Corporation, a Georgia
corporation, its successors and assigns.
(c) "Committee" shall mean the Compensation Committee of the Board
of Directors of the Corporation, as constituted from time to
time, or such subcommittee of that body as the Compensation
Committee shall specify to act for the Compensation Committee
with respect to the options granted under the Plan, provided
however that any such subcommittee shall have at least two
members and shall consist entirely of `outside directors'' as
that term is defined pursuant to Section 162(m) of the Internal
Revenue Code of 1986, as amended from time to time, or any
statute which is a successor or replacement for such statute (and
applicable regulations promulgated thereunder).
(d) "Fair Market Value of the Stock" shall mean, on any date, the
mean between the high and low sales prices of a share of G-P
Group Stock on that 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 Committee, in its discretion. The Fair Market
Value of the Stock shall be rounded to the nearest whole cent
(with 0.5 cent being rounded to the next higher whole cent).
(e) "Grant Date" shall mean the date upon which the Original Option
was granted under the Original Plan.
(f) "Original Plan" shall mean the Georgia-Pacific Corporation 1995
Shareholder Value Incentive Plan as adopted by the Corporation's
Board of Directors effective April 1, 1995 and approved by its
shareholders on May 2, 1995 (as in effect at the time the
Original Option was granted).
(g) "Plan" shall mean the amendment and restatement of the Original
Plan as adopted by the Corporation's Board of Directors on
September 17, 1997, and approved by its shareholders on December
16, 1997 (as amended from time to time thereafter)
(g) "Plan Administrator" shall mean the person or entity having
administrative authority under the Plan, as specified in Article
IV of the Plan.
(h) "Peer Group Companies" shall mean the companies included in the
Standard & Poors Paper and Forest Products Industry Index from
time to time (but excluding the Corporation).
(j) "Subsidiary" shall mean any corporation (other than the
Corporation) in any unbroken chain of corporations beginning with
the Corporation if, at the time of reference, each of the
corporations other than the last corporation in the unbroken
chain owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the
other corporations in such chain.
(k) "Total Shareholder Return" shall mean, for a given 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) which could be purchased with the
dividends (or allocated portion of a per share dividend) paid on
SB shares of the common stock during the measurement period (and
any additional shares or fractional shares allocated in
accordance with this subsection (ii) with respect to dividends
paid during the measurement 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 measurement
period; and (iv) "PE" is the closing price of the common stock
on the last trading day of the measurement period; provided,
however, that in determining Total Shareholder Return of G-P
Common Stock for any period ending after December 16, 1997, the
following adjustments shall be made: (i) the sum of SB and SD
shall be calculated through the December 16, 1997 using G-P
Common Stock; (ii) effective December 17, 1997, each share of G-P
Common Stock determined in (i) above shall automatically be
converted to one share of G-P Group Stock and one share of Timber
Stock; (iii) from and after the December 17, 1997, the sum of SB
and SD will be calculated separately with respect to each class
of the Corporation's common stock, and additions to SD for each
such class of common stock will be based on the dividends
declared on that class of common stock and the stock price for
that class of common stock on the appropriate date; (iv) at the
end of a measurement period, the Total Shareholder Return for the
Corporation's common stock used for purposes of comparison with
Total Shareholder Return of the common stock of Peer Group
Companies will be based on the sum of (A) the product of the
number of shares of G-P Group Stock (SB + SD) accrued through the
close of the measurement period in accordance with (ii) and (iii)
above and PE determined for this class of common stock and (B) a
corresponding product with respect to the number of shares of
Timber Stock. In calculating the Total Shareholder Return for a
given common stock, the Plan Administrator will apply the
principles of Section 9 (except for the last sentence of that
section) as if that section applied to the common stock.
(l) "Vesting Date" shall mean the date upon which options granted
under this Agreement first become exercisable in accordance with
the provisions of Sections 2, 3 or 10.
(m) "Weighted Average Total Shareholder Return" shall mean, for any
given measurement period, the average of the Total Shareholder
Returns for a named group of corporations with the return of each
such corporation weighted on the basis of its market
capitalization at the beginning of the measurement period.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officers, under its corporate seal, and the
Optionee has executed this Agreement, as of this day and year first above
written.
GEORGIA-PACIFIC CORPORATION
By:
----------------------------
A. D. ▇▇▇▇▇▇▇
Chairman, Chief Executive Officer,
and President
ATTEST:
W. ▇▇▇▇▇ ▇▇▇▇▇▇▇, III, Assistant Secretary
OPTIONEE
NOTE: PLEASE COMPLETE THE ATTACHED PERSONAL DATA SHEET.
- 21 -
OPTIONEE'S PERSONAL DATA
(Please Print)
Full Name
ADDRESS:
==========================================================
----------------------------------------------------------
SOCIAL SECURITY NUMBER:
---------------------------------------------
DATE OF BIRTH:
---------------------------------------------------------
Month, Day and Year
DIVISION: LOCATION:
------------------------- --------------------------
PLEASE NOTE THAT YOUR BENEFICIARY(IES) FOR PURPOSES OF THIS REPLACEMENT OPTION
WILL BE THE SAME AS THOSE YOU SELECTED FOR THE ORIGINAL OPTION UNLESS YOU NOTIFY
THE TREASURER'S DEPARTMENT.
