<PAGE>
As filed with the Securities and Exchange Commission on May 22, 1996
Registration No. 333-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
POPE & TALBOT, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 94-0777139
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1500 S.W. FIRST AVENUE, PORTLAND, OR 97201
(Address of principal executive offices) (Zip Code)
-----------------------
POPE & TALBOT, INC.
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
-----------------------
CARLOS M. LAMADRID
SENIOR VICE PRESIDENT, SECRETARY AND CHIEF FINANCIAL OFFICER
POPE & TALBOT, INC.
1500 S.W. FIRST AVENUE, PORTLAND, OR 97201
(Name and address of agent for service)
(503) 228-9161
(Telephone number, including area code, of agent for service)
------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Securities Amount to be Offering Price per Aggregate Offering Amount of
to be Registered Registered (1) Share (2) Price (2) Registration Fee
- ------------------- -------------- ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Options to Purchase
Common Stock 1,177,919 N/A N/A N/A
Common Stock, $1.00
par value 1,177,919 $16.44 $19,364,988.36 $6,677.57
======================================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the 1996 Non-Employee Director Stock
Option Plan by reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without the receipt of consideration
which results in an increase in the number of the Registrant's outstanding
shares of Common Stock.
(2) The shares of Common Stock registered under this Registration Statement have
also been registered for issuance under Registration Statement Nos. 33-
64764, 33-34996 and 33-08966 for issuance under the Registrant's 1982 Stock
Option and Appreciation Plan.
(3) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low selling prices per share of Common Stock of Pope & Talbot, Inc. on
May 17, 1996 as reported on the New York Stock Exchange.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
-----------------------------------------------
Pope & Talbot, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995;
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1996;
(c) (1) The Registrant's Registration Statement No. 1-07852 on Form 8-A
filed with the Commission on December 3, 1985 in which there is
described the terms, rights and provisions applicable to the
Registrant's outstanding Common Stock; and
(2) Amendments Number 1, 2, 3 and 4 on Form 8 to the Registrant's
Registration Statement No. 1-07852 on Form 8-A filed with the
Commission on January 10, 1986, March 4, 1987, March 9, 1987 and
April 5, 1988, respectively, in which there is described the
terms, rights and provisions applicable to the Registrant's
outstanding Common Stock.
All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "1934 Act") after the date of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Capital Stock
----------------------------
Inapplicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Inapplicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
The Registrant's Restated Certificate of Incorporation provides that no
member of the Board of Directors or the Executive Committee of the Registrant
will be personally liable to the Registrant or any of its stockholders for
monetary damages arising from such member's breach of his fiduciary duties to
the Registrant. However, this does not apply with respect to any action in
which such person would be liable under Section 174 of Title 8 of the General
Corporation Law of Delaware, nor does it apply with respect to any liability in
which such person (i) breached his duty of loyalty to the Registrant; (ii) did
not act in good faith or, in failing to act, did not act in good faith; (iii)
acted in a manner involving intentional misconduct or a knowing violation of law
II-1
<PAGE>
or, in failing to act, shall have acted in a manner involving intentional
misconduct or a knowing violation of law; or (iv) derived an improper personal
benefit.
Pursuant to the provisions of Section 145 of the General Corporation Law
of Delaware, every Delaware corporation has power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding (other than an action by or in the right
of the corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the Registrant or of any corporation, partnership, joint
venture, trust or other enterprise for which he is or was serving in such
capacity at the request of the Registrant, against any and all expenses,
judgments, fines and settlement amounts reasonably incurred by him in connection
with such action, suit or proceeding. The power to indemnify applies only if
such person acted in good faith and in a manner he reasonably believed to be in
the best interests, or not opposed to the best interests, of the corporation,
and with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful.
The power to indemnify applies to actions brought by or in the right of
the corporation as well, but only to the extent of defense and settlement
expenses and not to any satisfaction of a judgment or settlement of the claim
itself, and with the further limitation that in such actions no indemnification
shall be made in the event of any adjudication of negligence or misconduct
unless the court, in its discretion, feels that in the light of all the
circumstances indemnification should apply.
To the extent any of the persons referred to in the two immediately
preceding paragraphs is successful in the defense of the actions referred to
therein, such person is entitled pursuant to Section 145 to indemnification as
described above. Section 145 also empowers the corporation to advance
litigation expenses to such person upon receipt of any undertaking to repay such
advances in the event no right to indemnification is subsequently shown. A
corporation may also obtain insurance at its expense to protect anyone who might
be indemnified, or has a right to insist on indemnification, under the statute.
The Registrant has entered into indemnification agreements with certain
of its current officers and all of its current directors which provide for
indemnification to the fullest extent permitted by Delaware General Corporation
Law, including Section 145 thereof. Such agreements have been approved by the
Registrant's stockholders. The Registrant's stockholders also approved the use
of similar agreements which may be entered into from time to time with future
directors and/or future officers of the Registrant.
Item 7. Exemption from Registration Claimed
-----------------------------------
Inapplicable.
II-2
<PAGE>
Item 8. Exhibits
--------
<TABLE>
<CAPTION>
Exhibit Number Exhibit
- -------------- -------
<C> <S>
4.0 Instruments Defining Rights of Stockholders. Reference is made
to Registrant's Registration Statement No. 1-07852 on Form 8-A,
as amended by Amendments No. 1, 2, 3 and 4 thereto, which are
incorporated herein by reference pursuant to Item 3(c) of this
Registration Statement.
5.0 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Independent Auditors - Arthur Andersen LLP.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24.0 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 1996 Non-Employee Director Stock Option Plan.
99.2 Form of Notice of Grant - Initial Grant.
99.3 Form of Notice of Grant - Annual Grant.
99.4 Form of Automatic Stock Option Agreement.
</TABLE>
Item 9. Undertakings.
-------------
A. The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933, as amended (the "1933 Act"),
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement,
and (iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
--------
however, that clauses (1)(i) and (1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in the periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the 1934 Act that are incorporated by reference into this
Registration Statement; (2) that, for the purpose of determining any liability
under the 1933 Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of the Registrant's 1996 Non-Employee Director Stock Option
Plan.
B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6
above, or otherwise, the Registrant has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by the Registrant is against public policy as expressed in the
1933 Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the 1933 Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Portland, State of Oregon on this 20th day of May, 1996.
POPE & TALBOT, INC.
By /s/ Peter T. Pope
----------------------------
Peter T. Pope
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of POPE & TALBOT, INC., a
Delaware corporation, do hereby constitute and appoint Peter T. Pope and Carlos
M. Lamadrid, and each one of them, the lawful attorneys and agents, with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, or either of them, determine may be
necessary or advisable or required to enable said corporation to comply with the
1933 Act, and any rules or regulations or requirements of the Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or any of them, shall do or cause to be done
by virtue hereof. This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<C> <S> <C>
/s/ Peter T. Pope Chairman of the Board and May 20, 1996
- ------------------------- Chief Executive Officer
(Peter T. Pope) (Principal Executive Officer)
/s/ Michael Flannery President and Director May 20, 1996
- -------------------------
(Michael Flannery)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<C> <S> <C>
/s/ Carlos M. Lamadrid Senior Vice President, May 20, 1996
- ------------------------------ Secretary and Chief Financial
(Carlos M. Lamadrid) Officer (Principal Financial
Officer)
/s/ Gordon P. Andrews Director May 20, 1996
- ------------------------------
(Gordon P. Andrews)
/s/ Hamilton W. Budge Director May 20, 1996
- ------------------------------
(Hamilton W. Budge)
/s/ Robert Stevens Miller, Jr. Director May 20, 1996
- ------------------------------
(Robert Stevens Miller, Jr.)
/s/ Charles Crocker Director May 20, 1996
- ------------------------------
(Charles Crocker)
/s/ Warren E. McCain Director May 20, 1996
- ------------------------------
(Warren E. McCain)
Director , 1996
- ------------------------------ ------
(Hugo G.L. Powell)
/s/ Brooks Walker, Jr. Director May 20, 1996
- ------------------------------
(Brooks Walker, Jr.)
/s/ Robert L. Bluhm Financial Controller May 20, 1996
- ------------------------------ (Principal Accounting Officer)
(Robert L. Bluhm)
</TABLE>
II-5
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
POPE & TALBOT, INC.
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit Number Exhibit
-------------- -------
<C> <S>
4.0 Instruments Defining Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 1-07852 on
Form 8-A, as amended by Amendments No. 1, 2, 3 and 4
thereto, which are incorporated herein by reference
pursuant to Item 3(c) of this Registration Statement.
5.0 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Independent Auditors - Arthur Andersen LLP.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained
in Exhibit 5.
24.0 Power of Attorney. Reference is made to page II-4 of
this Registration Statement.
99.1 1996 Non-Employee Director Stock Option Plan.
99.2 Form of Notice of Grant - Initial Grant.
99.3 Form of Notice of Grant - Annual Grant.
99.4 Form of Automatic Stock Option Agreement.
</TABLE>
<PAGE>
EXHIBIT 5
Opinion of Brobeck, Phleger & Harrison LLP
<PAGE>
EXHIBIT 5.0
May 21, 1996
Pope & Talbot, Inc.
1500 S.W. First Avenue
Portland, OR 97201
Re: Pope & Talbot, Inc.
Registration Statement for Offering of
1,177,919 Shares of Common Stock
--------------------------------------
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, of the 1,177,919 shares of Common
Stock of Pope & Talbot, Inc. authorized for issuance in the aggregate under the
Company's 1996 Non-Employee Director Stock Option Plan (the "Director Plan") and
the Company's Stock Option and Appreciation Plan (the "Option Plan"). We advise
you that, in our opinion, when such shares have been issued and sold pursuant to
the applicable provisions of the Director Plan or the Option Plan and in
accordance with the Registration Statement, such shares will be validly issued,
fully paid and nonassessable shares of the Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
-----------------------------------
BROBECK, PHLEGER & HARRISON LLP
<PAGE>
EXHIBIT 23.1
Consent of Independent Auditors - Arthur Andersen LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 8, 1996,
incorporated by reference in the Pope & Talbot, Inc. Form 10-K for the year
ended December 31, 1995 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Portland, Oregon
May 20, 1996
<PAGE>
EXHIBIT 23.2
Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5
<PAGE>
EXHIBIT 24
Power of Attorney. Reference is made to page II-4
of this Registration Statement
<PAGE>
EXHIBIT 99.1
1996 Non-Employee Director Stock Option Plan
<PAGE>
EXHIBIT 99.1
POPE & TALBOT, INC.
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
--------------------------------------------
I. PURPOSE OF THE PLAN
This 1996 Non-Employee Director Stock Option Plan (the "Plan") is
intended to promote the interests of Pope & Talbot, Inc., a Delaware corporation
(the "Corporation"), by providing the non-employee members of the Corporation's
Board of Directors with the opportunity to acquire a proprietary interest, or
otherwise increase their proprietary interest, in the Corporation as an
incentive for them to remain in the service of the Corporation.
II. DEFINITIONS
For purposes of the Plan, the following definitions shall be in effect:
BOARD: the Corporation's Board of Directors.
CODE: the Internal Revenue Code of 1986, as amended.
COMMON STOCK: shares of the Corporation's common stock.
CORPORATE TRANSACTION: any of the following stockholder-approved
transactions to which the Corporation is a party:
(i) a merger or consolidation in which the Corporation is not the
surviving entity, except for a transaction the principal purpose of which
is to change the State in which the Corporation is incorporated,
(ii) the sale, transfer or other disposition of all or
substantially all of the Corporation's assets in complete liquidation or
dissolution of the Corporation, or
(iii) any reverse merger in which the Corporation is the surviving
entity but in which securities possessing more than fifty percent (50%) of
the total combined voting power of the Corporation's outstanding securities
are transferred to person or persons different from the persons holding
those securities immediately prior to such merger.
DOMESTIC RELATIONS ORDER: any judgment, decree or order (including
approval of a property settlement agreement) which provides or otherwise
conveys, pursuant to applicable State domestic relations laws (including
community property laws), marital property rights to any spouse or former spouse
of an Optionee.
<PAGE>
EFFECTIVE DATE: The date of the 1996 Annual Stockholders Meeting,
provided the Plan is approved by the affirmative vote of a majority of the
outstanding shares of the Corporation's common stock present or represented and
entitled to vote at that Annual Meeting.
ELIGIBLE DIRECTORS: those individuals who are serving as non-employee
Board members on the Effective Date and those individuals who first become non-
employee Board members after such Effective Date, whether through appointment by
the Board or election by the Corporation's stockholders.
FAIR MARKET VALUE: the Fair Market Value per share of Common Stock
determined in accordance with the following provisions:
a. If the Common Stock is at the time listed or admitted to trading
on the New York Stock Exchange or on any other national securities
exchange, then the Fair Market Value shall be the closing selling price per
share on the date immediately prior to the date in question on the exchange
serving as the primary market for the Common Stock, as such price is
officially quoted in the composite tape of transactions on such exchange.
If there is no reported sale of Common Stock on such exchange on the date
immediately prior to the date in question, then the Fair Market Value shall
be the closing selling price on the exchange on the last preceding date for
which such quotation exists.
b. If the Common Stock is not at the time listed or admitted to
trading on any national securities exchange but is traded on the Nasdaq
National Market, the Fair Market Value shall be the closing selling price
per share on the date immediately prior to the date in question, as such
price is reported by the National Association of Securities Dealers on the
Nasdaq National Market or any successor system. If there is no reported
closing selling price for the Common Stock on the date immediately prior to
the date in question, then the closing selling price on the last preceding
date for which such quotation exists shall be determinative of Fair Market
Value.
1934 ACT: the Securities Exchange Act of 1934, as amended.
1981 PLAN: the Corporation's 1981 Stock Option and Appreciation Plan,
as amended and restated from time to time.
OPTIONEE: any person to whom an option is granted under the Plan.
QUALIFIED DOMESTIC RELATIONS ORDER: a Domestic Relations Order which
substantially complies with the requirements of Code Section 414(p).
2.
<PAGE>
III. ADMINISTRATION OF THE PLAN
The terms and conditions of each automatic option grant (including the
timing and pricing of the option grant) shall be determined by the express terms
and conditions of the Plan, and neither the Board nor any committee of the Board
shall exercise any discretionary functions with respect to option grants made
pursuant to the Plan.
IV. STOCK SUBJECT TO THE PLAN
A. Shares of the Corporation's Common Stock shall be available for
issuance under the Plan and shall be drawn from either the Corporation's
authorized but unissued shares of Common Stock or from reacquired shares of
Common Stock, including shares repurchased by the Corporation on the open
market. The maximum number of shares of Common Stock issuable under this Plan
and the 1981 Plan shall not exceed 1,700,000 shares/1/ in the aggregate, subject
to adjustment from time to time in accordance with the provisions of this
Article IV.
B. Should one or more outstanding options under this Plan or the
1981 Plan expire or terminate for any reason prior to exercise in full, then the
shares subject to the portion of each option not so exercised shall be available
for subsequent option grants under this Plan or the 1981 Plan. However, should
the exercise price of an outstanding option under the Plan be paid with shares
of Common Stock, then the number of shares of Common Stock available for
issuance under this Plan and the 1981 Plan shall be reduced by the gross number
of shares for which the option is exercised, and not by the net number of shares
of Common Stock actually issued to the holder of such option.
C. Should any change be made to the Common Stock issuable under the
Plan by reason of any stock split, stock dividend, recapitalization, combination
of shares, exchange of shares or other change affecting the outstanding Common
Stock as a class without the Corporation's receipt of consideration, then the
Board shall make appropriate adjustments to (i) the maximum number and/or class
of securities issuable in the aggregate under this Plan and the 1981 Plan,
(ii) the number and/or class of securities for which automatic option grants are
to be subsequently made per each newly-elected or continuing non-employee Board
member under the Plan, and (iii) the number and/or class of securities and price
per share in effect for each option outstanding under the Plan. Such adjustments
to the outstanding options are to be effected in a manner which shall preclude
the enlargement or dilution of rights and benefits under such options. The
adjustments determined by the Board shall be final, binding and conclusive.
- -------------------------
/1/The total number of shares of Common Stock available for issuance in the
aggregate under this Plan and the 1981 Plan after January 31, 1996 shall be
limited to 1,177,919 shares, subject to periodic adjustment under Section IV.C.
3.
<PAGE>
V. TERMS AND CONDITIONS OF AUTOMATIC OPTION GRANTS
A. Grant Date. Option grants shall be made on the dates specified
----------
below:
1. Each individual who is serving as an Eligible Director on the
Effective Date shall automatically be granted on that date a non-statutory
option to purchase 2,000 shares of Common Stock, provided such individual has
not previously been in the employ of the Corporation (or any subsidiary).
2. Each individual who first becomes an Eligible Director after
the Effective Date, whether through election by the Corporation's
stockholders or appointment by the Board, shall automatically be granted, at
the time of such initial election or appointment, a non-statutory option to
purchase 2,000 shares of Common Stock, provided such individual has not
previously been in the employ of the Corporation (or any subsidiary
corporation).
3. At every Annual Stockholders Meeting, beginning with the 1997
Annual Meeting, each individual who is to continue to serve as a non-employee
Board member, whether or not such individual is standing for re-election as a
Board member at that Annual Meeting, shall automatically be granted a non-
statutory option to purchase 1,000 shares of Common Stock, provided such
individual has served as a director for at least six (6) months. There shall
be no limit on the number of such 1,000-share option grants any one non-
employee Board member may receive over his or her period of Board service,
and non-employee Board members who have previously been in the employ of the
Corporation (or any subsidiary) shall be eligible to receive such annual
option grants.
B. Exercise Price. The exercise price per share of Common Stock
--------------
subject to each automatic option grant shall be equal to one hundred percent
(100%) of the Fair Market Value per share of Common Stock on the automatic
grant date.
C. Payment.
-------
The exercise price shall become immediately due upon exercise of
the option and shall be payable in one or more of the forms specified below:
(i) cash or check made payable to the Corporation's order; or
(ii) shares of Common Stock held for the requisite period necessary
to avoid a charge to the Corporation's earnings for financial-
4.
<PAGE>
reporting purposes and valued at Fair Market Value on the Exercise Date (as
such term is defined below); or
(iii) payment through a broker-dealer sale and remittance procedure
pursuant to which the non-employee Board member (I) shall provide
irrevocable written instructions to a Corporation-designated brokerage firm
to effect the immediate sale of the purchased shares and remit to the
Corporation, out of the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate exercise price payable for the
purchased shares and (II) shall concurrently provide written directives to
the Corporation to deliver the certificates for the purchased shares
directly to such brokerage firm in order to complete the sale transaction.
For purposes of this Section V.C, the Exercise Date shall be the date on
which written notice of the option exercise is delivered to the Corporation.
Except to the extent the sale and remittance procedure specified above is
utilized in connection with the exercise of the option, payment of the option
exercise price for the purchased shares must accompany the exercise notice.
D. Option Term. Each automatic grant under the Plan shall have a maximum
-----------
term of ten (10) years measured from the automatic grant date.
E. Exercisability. Each automatic grant shall be immediately exercisable
--------------
for any or all of the option shares as fully vested shares.
F. Limited Transferability of Options. During Optionee's lifetime, the
----------------------------------
option may be exercised only by the Optionee and shall not be assignable or
transferable other than by will or by the laws of descent and distribution
following the Optionee's death. However, an option may be assigned in whole or
in part pursuant to the terms of a Qualified Domestic Relations Order. The
assigned portion may only be exercised by the person or persons who acquire a
proprietary interest in the option pursuant to such order. The terms applicable
to the assigned portion shall be the same as those in effect for the option
immediately prior to such assignment and shall be set forth in such documents
issued to the assignee as the Corporation may deem appropriate.
G. Effect of Termination of Board Service.
--------------------------------------
1. Should the Optionee cease for any reason to serve as a Board member
while holding one or more automatic option grants under the Plan, then such
individual shall have a twelve (12)-month period following the date of such
cessation of Board service in which to exercise each such option for any or all
of the option shares at the time subject to that option.
5.
<PAGE>
2. Should the Optionee die while in Board service or within twelve
(12) months after cessation of Board service, then any automatic option grant
held by the Optionee at the time of death may subsequently be exercised, for any
or all of the option shares at the time subject to that option, by the personal
representative of the Optionee's estate or by the person or persons to whom the
option is transferred pursuant to the Optionee's will or in accordance with the
laws of descent and distribution. The right to exercise each such option shall
lapse upon the expiration of the twelve (12)-month period measured from the date
of the Optionee's cessation of Board service.
3. In no event shall any automatic grant remain exercisable after
the expiration date of the ten (10)-year option term. Upon the expiration of the
applicable post-service exercise period under subparagraphs 1 through 3 above or
(if earlier) upon the expiration of the ten (10)-year option term, the automatic
grant shall terminate and cease to be outstanding with respect to all remaining
option shares.
H. Stockholder Rights. The holder of an automatic option grant shall
------------------
have no stockholder rights with respect to any shares subject to such option
until such individual shall have exercised the option and paid the exercise
price for the purchased shares.
I. Remaining Terms. The remaining terms and conditions of each
---------------
automatic option grant shall be as set forth in the form of Automatic Stock
Option Agreement attached as Exhibit A.
VI. CORPORATE TRANSACTION
A. Immediately following the consummation of any Corporate
Transaction, each automatic option grant under the Plan shall terminate and
cease to be outstanding, except to the extent such grant is assumed by the
successor entity or its parent corporation.
B. Each option which is assumed in connection with a Corporate
Transaction shall be appropriately adjusted, immediately after such Corporate
Transaction, to apply to the number and class of securities which would have
been issuable to the Optionee in the consummation of such Corporate Transaction,
had the option been exercised immediately prior to such Corporate Transaction.
Appropriate adjustments shall also be made to (i) the number and class of
securities available for issuance under the Plan following the consummation of
such Corporate Transaction and (ii) the exercise price payable per share under
each outstanding option, provided the aggregate exercise price payable for such
--------
securities shall remain the same.
C. The automatic option grants outstanding under the Plan shall in no
way affect the right of the Corporation to adjust, reclassify, reorganize or
otherwise change its capital or business structure or to merge, consolidate,
dissolve, liquidate or sell or transfer all or any part of its business or
assets.
6.
<PAGE>
VII. AMENDMENT OF THE PLAN AND AWARDS
The Board has complete and exclusive power and authority to amend or
modify the Plan in any or all respects whatsoever. However, (i) the Plan,
together with the option grants outstanding under the Plan, may not be amended
at intervals more frequently than once every six (6) months, other than to the
extent necessary to comply with applicable Federal income tax laws and
regulations, and (ii) no such amendment or modification shall adversely affect
rights and obligations with respect to options at the time outstanding under the
Plan, unless the affected Optionees consent to such amendment. In addition, the
Board may not, without the approval of the Corporation's stockholders, amend the
Plan to (i) materially increase the maximum number of shares issuable in the
aggregate under this Plan and the 1981 Plan or the number of shares issuable per
newly-elected or continuing non-employee Board member, except for permissible
adjustments under Section IV.B., (ii) materially modify the eligibility
requirements for plan participation or (iii) materially increase the benefits
accruing to plan participants.
VIII. EFFECTIVE DATE AND TERM OF PLAN
A. The Plan shall be effective on the date of the 1996 Annual
Stockholders Meeting, provided the Plan is approved by the affirmative vote of a
majority of the outstanding shares of the Corporation's common stock present or
represented and entitled to vote at such Annual Meeting, and the initial
automatic option grants under the Plan shall be made on such date. If such
stockholder approval is not obtained, then the Plan shall terminate and no
options shall be granted under the Plan.
B. If the Plan is approved by the stockholders at the 1996 Annual
Meeting, then the Plan shall remain in effect until the earlier of (i) December
-------
31, 2005 or (ii) the date on which all shares available for issuance under this
Plan and the 1981 Plan shall have been issued pursuant to the exercise of
outstanding options. If the date of plan termination is determined under clause
(i) above, then all option grants outstanding on such date shall thereafter
continue to have force and effect in accordance with the provisions of the
instruments evidencing those grants.
IX. USE OF PROCEEDS
Any cash proceeds received by the Corporation from the sale of shares
pursuant to option grants or share issuances under the Plan shall be used for
general corporate purposes
X. REGULATORY APPROVALS
A. The implementation of the Plan, the granting of any option under
the Plan and the issuance of Common Stock upon the exercise of the option grants
made hereunder shall be subject to the Corporation's procurement of all
approvals and permits
7.
<PAGE>
required by regulatory authorities having jurisdiction over the Plan, the
options granted under it, and the Common Stock issued pursuant to it.
B. No shares of Common Stock or other assets shall be issued or
delivered under this Plan unless and until there shall have been compliance with
all applicable requirements of Federal and state securities laws, including the
filing and effectiveness of the Form S-8 registration statement for the shares
of Common Stock issuable under the Plan, and all applicable listing requirements
of any securities exchange on which the Common Stock is then listed for trading.
XI. NO IMPAIRMENT OF RIGHTS
Neither the action of the Corporation in establishing the Plan nor any
provision of the Plan shall be construed or interpreted so as to affect
adversely or otherwise impair the right of the Corporation or the stockholders
to remove any individual from the Board at any time in accordance with the
provisions of applicable law.
XII. MISCELLANEOUS PROVISIONS
A. The right to acquire Common Stock or other assets under the Plan
may not be assigned, encumbered or otherwise transferred by any Optionee.
B. The provisions of the Plan relating to the exercise of the
outstanding options shall be governed by the laws of the State of Oregon, as
such laws are applied to contracts entered into and performed in such State.
C. The provisions of the Plan shall inure to the benefit of, and be
binding upon, the Corporation and its successors or assigns, and the Optionees,
the legal representatives of their respective estates, their respective heirs or
legatees and their permitted assignees.
8.
<PAGE>
EXHIBIT A
FORM OF AUTOMATIC STOCK OPTION AGREEMENT
----------------------------------------
<PAGE>
EXHIBIT 99.2
Form of Notice of Grant - Initial Grant
<PAGE>
EXHIBIT 99.2
INITIAL GRANT
-------------
POPE & TALBOT, INC.
NOTICE OF GRANT OF NON-EMPLOYEE DIRECTOR
----------------------------------------
AUTOMATIC STOCK OPTION
----------------------
Notice is hereby given of the following option grant (the "Option") to
purchase shares of the Common Stock of Pope & Talbot, Inc. (the "Corporation"):
Optionee: ______________________________________________
--------
Grant Date: ______________________________________________
----------
Exercise Price: $_____________________ per share
--------------
Number of Option Shares: 2,000 shares
-----------------------
Expiration Date: _____________________________________________
---------------
Type of Option: Non-Statutory Stock Option
--------------
Date Exercisable: Immediately Exercisable
----------------
Vesting Schedule: The Option Shares shall be fully vested upon issuance.
----------------
Optionee understands and agrees that the Option is granted subject to and in
accordance with the terms of the automatic option grant program under the Pope &
Talbot, Inc. 1996 Non-Employee Director Stock Option Plan (the "Plan"). Optionee
further agrees to be bound by the terms of the Plan and the terms of the Option
as set forth in the Automatic Stock Option Agreement attached hereto as
Exhibit A.
Optionee hereby acknowledges receipt of a copy of the official prospectus
for the Plan in the form attached hereto as Exhibit B. A copy of the Plan is
available upon request made to the Corporate Secretary at the Corporation's
principal offices.
No Impairment of Rights. Nothing in this Notice or the attached Automatic
-----------------------
Stock Option Agreement or in the Plan shall interfere with or otherwise restrict
in any way the rights of the Corporation or the Corporation's stockholders to
remove Optionee from the Board at any time in accordance with the provisions of
applicable law.
<PAGE>
Definitions. All capitalized terms in this Notice shall have the meaning
-----------
assigned to them in this Notice or in the attached Automatic Stock Option
Agreement.
________________________, 199__
Date
POPE & TALBOT, INC.
By: ______________________________
Title: ___________________________
----------------------------------
OPTIONEE
Address: _________________________
__________________________________
ATTACHMENTS
- -----------
EXHIBIT A - AUTOMATIC STOCK OPTION AGREEMENT
EXHIBIT B - PLAN SUMMARY AND PROSPECTUS
2.
<PAGE>
EXHIBIT A
---------
AUTOMATIC STOCK OPTION AGREEMENT
--------------------------------
<PAGE>
EXHIBIT B
---------
PLAN SUMMARY AND PROSPECTUS
---------------------------
<PAGE>
EXHIBIT 99.3
Form of Notice of Grant - Annual Grant
<PAGE>
EXHIBIT 99.3
ANNUAL GRANT
------------
POPE & TALBOT, INC.
NOTICE OF GRANT OF NON-EMPLOYEE DIRECTOR
----------------------------------------
AUTOMATIC STOCK OPTION
----------------------
Notice is hereby given of the following option grant (the "Option") to
purchase shares of the Common Stock of Pope & Talbot, Inc. (the "Corporation"):
Optionee: ____________________________________________
--------
Grant Date: ____________________________________________
----------
Exercise Price: $_____________________ per share
--------------
Number of Option Shares: 1,000 shares
-----------------------
Expiration Date: ____________________________________________
---------------
Type of Option: Non-Statutory Stock Option
--------------
Date Exercisable: Immediately Exercisable
----------------
Vesting Schedule: The Option Shares shall be fully vested upon issuance.
----------------
Optionee understands and agrees that the Option is granted subject to
and in accordance with the terms of the automatic option grant program under the
Pope & Talbot, Inc. 1996 Non-Employee Director Stock Option Plan (the "Plan").
Optionee further agrees to be bound by the terms of the Plan and the terms of
the Option as set forth in the Automatic Stock Option Agreement attached hereto
as Exhibit A.
Optionee hereby acknowledges receipt of a copy of the official prospectus
for the Plan in the form attached hereto as Exhibit B. A copy of the Plan is
available upon request made to the Corporate Secretary at the Corporation's
principal offices.
No Impairment of Rights. Nothing in this Notice or the attached Automatic
-----------------------
Stock Option Agreement or in the Plan shall interfere with or otherwise restrict
in any way the rights of the Corporation or the Corporation's stockholders to
remove Optionee from the Board at any time in accordance with the provisions of
applicable law.
<PAGE>
Definitions. All capitalized terms in this Notice shall have the meaning
-----------
assigned to them in this Notice or in the attached Automatic Stock Option
Agreement.
________________________, 199__
Date
POPE & TALBOT, INC.
By: __________________________________
Title: _______________________________
______________________________________
OPTIONEE
Address: _____________________________
______________________________________
ATTACHMENTS
- -----------
EXHIBIT A - AUTOMATIC STOCK OPTION AGREEMENT
EXHIBIT B - PLAN SUMMARY AND PROSPECTUS
2.
<PAGE>
EXHIBIT A
---------
AUTOMATIC STOCK OPTION AGREEMENT
--------------------------------
<PAGE>
EXHIBIT B
---------
PLAN SUMMARY AND PROSPECTUS
---------------------------
<PAGE>
EXHIBIT 99.4
Form of Automatic Stock Option Agreement
<PAGE>
EXHIBIT 99.4
POPE & TALBOT, INC.
AUTOMATIC STOCK OPTION AGREEMENT
--------------------------------
RECITALS
- --------
A. The Corporation has implemented an automatic option grant program under
the Corporation's 1996 Non-Employee Director Stock Option Plan (the "Plan")
pursuant to which eligible non-employee members of the Corporation's Board of
Directors (the "Board") will automatically receive special option grants at
periodic intervals over their period of Board service in order to provide such
individuals with a meaningful incentive to continue to serve as a member of the
Board.
B. Optionee is an eligible non-employee Board member, and this Agreement
is executed pursuant to, and is intended to carry out the purposes of, the Plan
in connection with the automatic grant of a stock option to purchase shares of
the Corporation's common stock ("Common Stock") under the Plan.
C. The granted option is intended to be a non-statutory option which does
not meet the requirements of Section 422 of the Internal Revenue Code.
- ---
D. All capitalized terms in this Agreement, to the extent not otherwise
defined in the Agreement, shall have the meaning assigned to them in the
attached Appendix.
NOW, THEREFORE, it is hereby agreed as follows:
1. GRANT OF OPTION. The Corporation hereby grants to Optionee, as of the
---------------
Grant Date, a Non-Statutory Option to purchase up to the number of Option
Shares specified in the Grant Notice. The Option Shares shall be purchasable
from time to time during the option term specified in Paragraph 2 at the
Exercise Price.
2. OPTION TERM. This option shall have a maximum term of ten (10) years
-----------
measured from the Grant Date and shall accordingly expire at the close of
business on the Expiration Date, unless sooner terminated in accordance with
Paragraph 5 or 6.
3. LIMITED TRANSFERABILITY. This option shall be neither transferable nor
-----------------------
assignable by Optionee, other than a transfer of this option effected by will or
by the laws of descent and distribution following Optionee's death, and may be
exercised, during Optionee's lifetime, only by Optionee. However, this option
may also be assigned in whole or in part during Optionee's lifetime in
accordance with the terms of a Qualified Domestic Relations Order. The assigned
portion of the option shall be exercisable only by the person
<PAGE>
or persons who acquire a proprietary interest in the option pursuant to such
Qualified Domestic Relations Order. The terms applicable to the assigned
portion shall be the same as those in effect for this option immediately prior
to such assignment and shall be set forth in such documents issued to the
assignee as the Corporation may deem appropriate.
4. EXERCISABILITY/VESTING. This option shall be immediately exercisable
----------------------
for any or all of the Option Shares as fully-vested shares and shall remain so
exercisable until the Expiration Date or the sooner termination of the option
term under Paragraph 5 or 6.
5. CESSATION OF BOARD SERVICE. Should Optionee's service as a Board
--------------------------
member cease while this option remains outstanding, then the option term
specified in Paragraph 2 shall terminate (and this option shall cease to be
outstanding) prior to the Expiration Date in accordance with the following
provisions:
- Should Optionee cease to serve as a Board member for any reason
(other than death) while holding this option, then the period for
exercising this option shall be reduced to a twelve (12)-month period
commencing with the date of such cessation of Board service, but in no
event shall this option be exercisable at any time after the Expiration
Date.
- Should Optionee die while in Board service or during the twelve
(12)-month period following his or her cessation of Board service, then the
personal representative of Optionee's estate or the person or persons to
whom the option is transferred pursuant to Optionee's will or in accordance
with the laws of descent and distribution shall have the right to exercise
this option for any or all of the Option Shares at the time subject to this
option. Such right shall terminate, and this option shall accordingly
cease to be exercisable for such Option Shares, upon the earlier of (A) the
-------
expiration of the twelve (12)-month period measured from the date of
Optionee's cessation of Board service or (B) the specified Expiration Date
of the option term.
6. CORPORATE TRANSACTION.
---------------------
A. Immediately following the consummation of a Corporate
Transaction, this option shall terminate and cease to be outstanding, except to
the extent assumed by the successor corporation or its parent company.
B. If this option is assumed in connection with a Corporate
Transaction, then this option shall be appropriately adjusted, immediately after
such Corporate Transaction, to apply to the number and class of securities which
would have been issuable to Optionee in consummation of such Corporate
Transaction had the option been exercised immediately prior to such Corporate
Transaction, and appropriate adjustments shall also be made to the Exercise
Price, provided the aggregate Exercise Price shall remain the same.
--------
2.
<PAGE>
7. ADJUSTMENT IN OPTION SHARES. Should any change be made to the
---------------------------
Common Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration, appropriate adjustments shall be made to (i) the total number
and/or class of securities subject to this option and (ii) the Exercise Price in
order to reflect such change and thereby preclude a dilution or enlargement of
benefits hereunder; provided, however, that the aggregate Exercise Price shall
--------
remain the same.
8. STOCKHOLDER RIGHTS. The holder of this option shall not have any
------------------
stockholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price and become a holder of record
of the purchased shares.
9. MANNER OF EXERCISING OPTION.
---------------------------
A. In order to exercise this option for all or any part of the
Option Shares for which the option is at the time exercisable, Optionee (or in
the case of exercise after Optionee's death, Optionee's executor, administrator,
heir or legatee, as the case may be) must take the following actions:
(i) The Secretary of the Corporation shall be provided with
written notice of the option exercise (the "Exercise Notice"), in
substantially the form of Exhibit I attached hereto, in which there is
specified the number of Option Shares to be purchased under the exercised
option.
(ii) The aggregate Exercise Price for the purchased shares shall
be paid in one or more of the following alternative forms:
- payment in cash or check made payable to the Corporation's
order; or
- payment in shares of Common Stock held by Optionee (or any
other person or persons exercising the option) for the requisite period
necessary to avoid a charge to the Corporation's earnings for financial
reporting purposes and valued at Fair Market Value on the Exercise Date; or
- payment effected through a broker-dealer sale and remittance
procedure pursuant to which Optionee shall provide irrevocable written
instructions (A) to a Corporation-designated brokerage firm to effect the
immediate sale of the shares purchased under the option and remit to the
Corporation, out of the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate Exercise Price payable for those
shares plus the applicable Federal, State and local income taxes required
to be withheld by the Corporation by reason of such exercise
3.
<PAGE>
and (B) to the Corporation to deliver the certificates for the purchased
shares directly to such brokerage firm in order to complete the sale.
(iii) Appropriate documentation evidencing the right to exercise
this option shall be furnished the Corporation if the person or persons
exercising the option is other than the Optionee.
(iv) Appropriate arrangement must be made with the Corporation
for the satisfaction of all Federal, State and local income tax withholding
requirements applicable to the option exercise.
B. Except to the extent the sale and remittance procedure
specified above is utilized in connection with the exercise of the option for
vested shares, payment of the Exercise Price for the purchased shares must
accompany the Exercise Notice delivered to the Corporation in connection with
the option exercise.
C. As soon as practical after the Exercise Date, the Corporation
shall issue to or on behalf of Optionee (or any other person or persons
exercising this option) a certificate or certificates representing the purchased
Option Shares.
D. In no event may this option be exercised for any fractional
shares.
10. NO IMPAIRMENT OF RIGHTS. This Agreement shall not in any way
-----------------------
affect the right of the Corporation to adjust, reclassify, reorganize or
otherwise make changes in its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets. Nor shall this Agreement in any way be construed or
interpreted so as to affect adversely or otherwise impair the right of the
Corporation or the stockholders to remove Optionee from the Board at any time in
accordance with the provisions of applicable law.
11. COMPLIANCE WITH LAWS AND REGULATIONS.
------------------------------------
A. The exercise of this option and the issuance of the Option
Shares upon such exercise shall be subject to compliance by the Corporation and
Optionee with all applicable requirements of law relating thereto and with all
applicable regulations of the New York Stock Exchange.
B. The inability of the Corporation to obtain approval from any
regulatory body having authority deemed by the Corporation to be necessary to
the lawful issuance and sale of any Common Stock pursuant to this option shall
relieve the Corporation of any liability with respect to the non-issuance or
sale of the Common Stock as to which such approval shall not have been obtained.
However, the Corporation shall use its best efforts to obtain all such
applicable approvals.
4.
<PAGE>
12. SUCCESSORS AND ASSIGNS. Except to the extent otherwise provided
----------------------
in Paragraph 3 or 6, the provisions of this Agreement shall inure to the benefit
of, and be binding upon, the Corporation and its successors and assigns and
Optionee, Optionee's assigns and the legal representatives, heirs and legatees
of Optionee's estate.
13. CONSTRUCTION/GOVERNING LAW. This Agreement and the option
--------------------------
evidenced hereby are made and granted pursuant to the Plan and are in all
respects limited by and subject to the express terms and provisions of the Plan.
The interpretation, performance, and enforcement of this Agreement shall be
governed by the laws of the State of Oregon without resort to that State's
conflict-of-laws rules.
14. NOTICES. Any notice required to be given or delivered to the
-------
Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation at its principal corporate offices. Any notice required to
be given or delivered to Optionee shall be in writing and addressed to Optionee
at the address indicated below Optionee's signature line on the Grant Notice.
All notices shall be deemed effective upon personal delivery or upon deposit in
the U.S. mail, postage prepaid and properly addressed to the party to be
notified.
5.
<PAGE>
EXHIBIT I
NOTICE OF EXERCISE
------------------
I hereby notify Pope & Talbot, Inc. (the "Corporation") that I elect
to purchase __________ shares of the Corporation's Common Stock (the "Purchased
Shares") at the option exercise price of $___________ per share (the "Exercise
Price") pursuant to that certain option (the "Option") granted to me under the
Corporation's 1996 Non-Employee Director Stock Option Plan on
____________________, 199___.
Concurrently with the delivery of this Exercise Notice to the
Secretary of the Corporation, I shall hereby pay to the Corporation the Exercise
Price for the Purchased Shares in accordance with the provisions of my agreement
with the Corporation evidencing the Option and shall deliver whatever additional
documents may be required by such agreement as a condition for exercise.
Alternatively, I may utilize the special broker/dealer sale and remittance
procedure specified in my agreement to effect payment of the Exercise Price for
any Purchased Shares.
_________________________ __________________________________
Date Optionee
Address: __________________________________
__________________________________
Print name in exact manner
it is to appear on the
stock certificate: __________________________________
Address to which certificate
is to be sent, if different
from address above: __________________________________
__________________________________
Social Security Number: __________________________________
<PAGE>
APPENDIX
--------
The following definitions shall be in effect under the Agreement:
A. AGREEMENT shall mean this Automatic Stock Option Agreement.
---------
B. BOARD shall mean the Corporation's Board of Directors.
-----
C. CODE shall mean the Internal Revenue Code of 1986, as amended.
----
D. COMMON STOCK shall mean the Corporation's common stock.
------------
E. CORPORATE TRANSACTION shall mean either of the following stockholder-
---------------------
approved transactions to which the Corporation is a party:
- a merger or consolidation in which the Corporation is not the
surviving entity, except for a transaction the principal purpose of which
is to change the State in which the Corporation is incorporated,
- the sale, transfer or other disposition of all or substantially all of
the Corporation's assets in complete liquidation or dissolution of the
Corporation, or
- any reverse merger in which the Corporation is the surviving entity but
in which securities possessing more than fifty percent (50%) of the total
combined voting power of the Corporation's outstanding securities are
transferred to person or persons different from the persons holding those
securities immediately prior to such merger.
F. CORPORATION shall mean Pope & Talbot, Inc., a Delaware corporation.
-----------
G. DOMESTIC RELATIONS ORDER shall mean any judgment, decree or order
------------------------
(including approval of a property settlement agreement) which provides or
otherwise conveys, pursuant to applicable State domestic relations laws
(including community property laws), marital property rights to any spouse or
former spouse of the Optionee.
H. EXERCISE DATE shall mean the date on which the option shall have been
-------------
exercised in accordance with Paragraph 10 of the Agreement.
I. EXERCISE PRICE shall mean the exercise price payable per share as
--------------
specified in the Grant Notice.
J. EXPIRATION DATE shall mean the date on which the option term expires
---------------
as specified in the Grant Notice.
A-1
<PAGE>
K. FAIR MARKET VALUE per share of Common Stock on any relevant date shall
-----------------
be the closing selling price per share of Common Stock on the date immediately
preceding the date in question on the New York Stock Exchange, as such price is
officially quoted on the composite tape of transactions on such exchange.
L. GRANT DATE shall mean the date of grant of the option as specified in
----------
the Grant Notice.
M. GRANT NOTICE shall mean the Notice of Grant of Automatic Stock Option
------------
accompanying the Agreement, pursuant to which Optionee has been informed of the
basic terms of the option evidenced hereby.
N. 1934 ACT shall mean the Securities Exchange Act of 1934, as amended.
--------
O. NON-STATUTORY OPTION shall mean an option not intended to satisfy the
--------------------
requirements of Code Section 422.
P. OPTION SHARES shall mean the number of shares of Common Stock subject
-------------
to the option.
Q. OPTIONEE shall mean the person to whom the option is granted as
--------
specified in the Grant Notice.
R. PLAN shall mean the Corporation's 1996 Non-Employee Director Stock
----
Option Plan.
S. QUALIFIED DOMESTIC RELATIONS ORDER shall mean a Domestic Relations
----------------------------------
Order which substantially complies with the requirements of Code Section 414(p).
The Plan Administrator shall have the sole discretion to determine whether a
Domestic Relations Order is a Qualified Domestic Relations Order.
A-2
