<PAGE> 1
As filed with the Securities and Exchange Commission on March 25, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
GEORGIA-PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
GEORGIA 93-0432081
(State of Incorporation) (IRS Employer Identification No.)
133 PEACHTREE STREET, N.E., ATLANTA, GEORGIA 30303
(Address of Principal Executive Offices)
GEORGIA-PACIFIC CORPORATION
1994 EMPLOYEE STOCK OPTION PLAN
(Full Title of The Plan)
KENNETH F. KHOURY
SECRETARY AND ASSOCIATE GENERAL COUNSEL
GEORGIA-PACIFIC CORPORATION
133 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30303
(Name and Address of Agent for Service)
(404) 652-4839
(Telephone Number,
including area code,
of Agent for Service)
CALCULATION OF REGISTRATION FEE
____________________________________________________________________________
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price per Offering Registration
to be Registered Registered Share (1) Price Fee
- -----------------------------------------------------------------------------
Common Stock,
par value
$.80 per share 1,000,000 shares $75.06 $75,060,000 $25,882.76
____________________________________________________________________________
(1) Determined pursuant to Rule 457(h), based on the price at which the
options may be exercised.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Item 2. Registrant Information and Employee Plan Annual Information.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference into this
Registration Statement:
(a) the Annual Report on Form 10-K of Georgia-Pacific
Corporation (the "Corporation") for the fiscal year ended
December 31, 1993; and
(b) the description of the Common Stock of the
Corporation (the "Common Stock") set forth under "Item 1.
Description of Registrant's Securities to be Registered" in the
Corporation's Amendment No. 1 on Form 8 to its Registration
Statement on Form 8-A with respect to the Common Stock, File No.
1-3506, as amended from time to time.
All documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after
the date hereof 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 herein and to be a part hereof from the date of
filing of such documents with the Commission.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Subsection (a) of Section 14-2-851 of the Georgia Business Corporation
Code provides that a corporation may indemnify or obligate itself to indemnify
an individual made a party to a proceeding because he is or was a director
against liability incurred in the proceeding if he acted in a manner he
believed in good faith to be in or not opposed to the best interests of the
corporation and, in the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful. Subsection (d) of Section 14-2-851
of the Georgia Business Corporation Code provides that a corporation may not
indemnify a director in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation, or in
connection with any other proceeding in which he was adjudged liable on the
basis that personal benefit was improperly received by him. Notwithstanding
the foregoing, pursuant to Section 14-2-854 a court may order a corporation to
indemnify a director if such court determines the director is fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not such director met the standard of conduct set
forth in subsection (a) of Section 14-2-851 of the Georgia Business Corporation
Code or was adjudged liable as described in subsection (d) of Section 14-2-851
of the Georgia Business Corporation Code.
Section 14-2-852 of the Georgia Business Corporation Code provides
that, unless limited by a corporation's articles of incorporation, to the
extent that a director has been successful, on the merits or otherwise, in the
defense of any proceeding to which he was a party, or in defense of any claim,
issue, or matter therein, because he is or was a director of the corporation,
the corporation shall indemnify the director against reasonable expenses
incurred by him in connection therewith.
Section 14-2-857 of the Georgia Business Corporation Code provides
that, unless a corporation's articles of incorporation provide otherwise, an
officer of the corporation who is not a director is entitled to mandatory
indemnification under Section 14-2-852 and is entitled to apply for court
ordered indemnification under Section 14-2-854, in each case to the same extent
as a director. In addition, Section 14-2-857 provides that a corporation may
also indemnify an officer, employee or agent who is not a director to the
extent, consistent with public policy, that may be provided by its articles of
incorporation, bylaws, action of its board of directors or contract.
In accordance with Article VI of the Corporation's Bylaws, every
person (and the heirs and personal representatives of such person) who is or
was a director, officer, employee or agent of the Corporation, or of any other
corporation, partnership, joint venture, trust or other enterprise in which he
served as such at the request of the Corporation, shall be indemnified by the
Corporation against all liability and expenses (including, without limitation,
counsel fees and disbursements, and amounts of judgments, fines, penalties and
amounts paid in settlement) actually and reasonably incurred by him in
connection with or resulting from any threatened, pending or completed claim,
action, suit
<PAGE> 4
or proceeding, whether civil, criminal, administrative or investigative or in
connection with any appeal relating thereto, in which he may become involved,
as a party or otherwise, or with which he may be threatened, by reason of his
being or having been a director, officer, employee or agent of the Corporation
or such other corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action taken or omitted by him in his capacity
as such whether or not he continues to be such at the time such liability or
expense shall have been incurred. Every such person (and the heirs and
personal representatives of such person), to the extent that such person has
been successful on the merits or otherwise with respect to any such claim,
action, matter, suit or proceeding is entitled to indemnification as of right
for expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith. Except as provided in the preceding sentence,
upon receipt of a claim for indemnification under Article VI of the
Corporation's Bylaws, the Corporation shall proceed as follows, or as otherwise
permitted by applicable law: If the claim is made by a director or officer of
the Corporation, the board of directors, by a majority vote of a quorum
consisting of directors who were not parties to the applicable action, suit or
proceeding, shall determine whether the claimant met the applicable standard of
conduct as set forth in subparagraphs (A) and (B) below. If such quorum is not
obtainable or, even if obtainable, a quorum of disinterested directors so
directs, such determination shall be made by independent legal counsel (who may
be the regular inside or outside counsel of the Corporation) in a written
opinion. If such determination has not been made within 90 days after the
claim is asserted, the claimant shall have the right to require that the
determination be submitted to the shareholders at the next regular meeting of
shareholders by vote of a majority of the shares entitled to vote thereon. If
a claim is made by a person who is not a director or officer of the
Corporation, the Chief Executive Officer and the general counsel of the
Corporation shall determine, subject to applicable law, the manner in which
there shall be made the determination as to whether the claimant met the
applicable standard of conduct as set forth in subparagraphs (A) and (B) below.
In the case of each claim for indemnification, the Corporation shall pay the
claim to the extent the determination is favorable to the person making the
claim.
(A) In the case of a claim, action, suit or proceeding
other than by or in the right of the Corporation to procure a
judgment in its favor, the director, officer, employee or agent
must have acted in a manner he reasonably believed to be in or
not opposed to the best interests of the Corporation, and, in
addition, in any criminal action or proceeding, had no reasonable
cause to believe that his conduct was unlawful. In addition, any
director seeking indemnification must not have been adjudged
liable on the basis that any personal benefit was received by
him. For the purpose of this subparagraph (A), the termination
of any claim, action, suit or proceeding, civil, criminal or
administrative, by judgment, order, settlement (either with or
without court approval) or conviction, or upon a plea of guilty
or nolo contendere or its equivalent, shall not create a
presumption that a director, officer, employee or agent did not
meet the standards of conduct set forth in this subparagraph.
<PAGE> 5
(B) In the case of a claim, action, suit or proceeding by
or in the right of the Corporation to procure a judgment in its
favor, the director, officer, employee or agent must have acted
in good faith in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation; provided,
however, that no indemnification under this subparagraph (B)
shall be made (1) with regard to any claim, issue or matter as to
which such director, officer, employee or agent shall have been
adjudged to be liable to the Corporation unless and only to the
extent that the court in which such action or suit was brought
shall determine that, despite the adjudication of liability but
in view of all the circumstances of the case, such director,
officer, employee or agent is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper, or
(2) for amounts paid, or expenses incurred, in connection with
the defense or settlement of any such claim, action, suit or
proceeding, unless a court of competent jurisdiction has approved
indemnification with regard to such amounts or expenses.
Pursuant to Article VI of the Corporation's Bylaws, expenses incurred
by any person who is or was a director, officer, employee or agent of the
Corporation with respect to any claim, action, suit or proceeding of the
character described in the first sentence of the preceding paragraph shall be
advanced by the Corporation prior to the final disposition thereof upon receipt
of an undertaking by or on behalf of the recipient to repay such amount if it
shall be ultimately determined that he is not entitled to indemnification.
Indemnification and advancement of expenses pursuant to Article VI of the
Corporation's Bylaws is not exclusive of any rights to which any such director,
officer, employee or other person may otherwise be entitled by contract or by
law.
The Corporation carries insurance policies insuring its liability to
officers and directors under the foregoing indemnity and insuring its officers
and directors against liability incurred in their capacity as such.
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE> 6
Item 8. Exhibits.
Exhibit No. Description
4.1 Restated Articles of Incorporation of the Corporation
(filed as Exhibit 3.1 to the Corporation's Quarterly
Report on Form 10-Q for the quarter ended September
30, 1989, and incorporated herein by this reference
thereto).
4.2 Bylaws of the Corporation (filed as Exhibit 3.2 to
the Corporation's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993, and incorporated
herein by this reference thereto).
4.3 1994 Employee Stock Option Plan of the Corporation.
4.4 Form of Employee Stock Option.
5 Opinion of James F. Kelley, Esq.
23 Consent of Arthur Andersen & Co.
23.1 Consent of James F. Kelley, Esq.
(see Exhibit 5)
24 Powers of Attorney.
Item 9. Undertakings.
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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
<PAGE> 7
provided, however, that the undertakings set forth in
paragraphs (i) and (ii) above do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
(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 offering.
(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Atlanta, State of Georgia, on this 24th day of
March, 1994.
GEORGIA-PACIFIC CORPORATION
(Registrant)
By: /s/ John F. McGovern
---------------------------------------
John F. McGovern
Senior Vice President - Finance and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
As officers or directors of
GEORGIA-PACIFIC CORPORATION
/s/ A. D. Correll Director, Chairman and March 24, 1994
- ------------------ Chief Executive Officer
A. D. Correll (Principal Executive
Officer)
/s/ John F. McGovern Senior Vice President - Finance March 24, 1994
- -------------------- and Chief Financial
John F. McGovern Officer (Principal
Financial Officer)
<PAGE> 9
/s/ James E. Terrell Vice President and March 24, 1994
- ----------------------- Controller (Principal
James E. Terrell Accounting Officer)
* Director March 24, 1994
- -----------------------
Robert Carswell
* Director March 24, 1994
- -----------------------
Jewel Plummer Cobb
* Director March 24, 1994
- -----------------------
Donald V. Fites
* Director March 24, 1994
- -----------------------
Harvey C. Fruehauf, Jr.
* Director March 24, 1994
- -----------------------
Clifton C. Garvin, Jr.
* Director March 24, 1994
- -----------------------
Richard V. Giordano
* Director March 24, 1994
- -----------------------
David R. Goode
* Director March 24, 1994
- -----------------------
T. Marshall Hahn, Jr.
* Director March 24, 1994
- -----------------------
M. Douglas Ivester
* Director March 24, 1994
- -----------------------
Francis Jungers
<PAGE> 10
* Director March 24, 1994
- -------------------
Robert E. McNair
* Director March 24, 1994
- -------------------
Norma Pace
* Director March 24, 1994
- -------------------
Louis W. Sullivan
* Director March 24, 1994
- -------------------
James B. Williams
*By: /s/ James F. Kelley
--------------------
James F. Kelley
As Attorney-in-Fact for the Directors above
beside whose names an asterisk appears.
<PAGE> 11
INDEX TO EXHIBITS
Exhibit No. Sequentially Numbered Description
4.1 Restated Articles of Incorporation of the Corporation
(filed as Exhibit 3.1 to the Corporation's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1989, and incorporated herein by this
reference thereto).
4.2 Bylaws of the Corporation (filed as Exhibit 3.2 to
the Corporation's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993, and incorporated herein by
this reference thereto).
4.3 1994 Employee Stock Option Plan of the Corporation. *
4.4 Form of Employee Stock Option. *
5 Opinion of James F. Kelley, Esq. *
23 Consent of Arthur Andersen & Co. *
23.1 Consent of James F. Kelley, Esq. (see Exhibit 5) *
24 Powers of Attorney. *
*Filed by EDGAR.
<PAGE> 1
EXHIBIT 4.3
GEORGIA-PACIFIC CORPORATION
1994 EMPLOYEE STOCK OPTION PLAN
(As Adopted February 2, 1994)
1. PURPOSE:
The purpose of this Plan is to provide an incentive to certain
key employees of Georgia-Pacific Corporation (the "Corporation") and its
subsidiaries (hereinafter defined) to continue in their employment and also to
afford them the opportunity to acquire, or enlarge their, stock ownership in
the Corporation in order that they may have a direct interest in its success.
2. ADMINISTRATION:
The Plan shall be administered in all respects by a committee
appointed by the Board of Directors of the Corporation, known as the "Stock
Option Plan and Management Compensation Committee" (the "Committee") or its
delegate. The Committee shall consist of not less than three members of the
Corporation's Board of Directors. As of the time that the Committee grants
options and exercises its discretion in administering the Plan, none of the
members of the Committee shall be, or within one year prior thereto shall have
been, eligible for selection as a person who may participate in the Plan. The
Committee shall report periodically to the Board of Directors with respect to
actions taken by the Committee or other Plan Administrator relating to
administration of the Plan.
The Chairman may act on the Committee's behalf as the Plan
Administrator of this Plan. The Chairman may also designate one or more
individuals or entities (which may include the Corporation) to assist him in
such administration. Such agents shall serve at the pleasure of the Chairman
and the Committee and shall have the same authority with respect to the Plan's
administration as the Committee; provided, however, that notwithstanding
anything in this Section 2 to the contrary, the Committee may not delegate its
authority to select the optionees and determine the number of shares of Common
Stock (as defined in Section 4) which will be granted to each optionee under
this Plan or to approve the form of the option agreement to be used in
conjunction with this Plan as provided in Section 6.
Decisions and determinations by the Plan Administrator shall be
final and binding upon all parties, including the Corporation, shareholders,
optionees and other employees. The Plan Administrator shall have the authority
to interpret the Plan, to adopt and revise rules and regulations relating to
the Plan and to make any other determinations which it believes necessary or
advisable for the administration of the Plan. No member of the Committee or
the Committee's delegate shall be liable to any person for any action taken or
omitted in connection with the
<PAGE> 2
interpretation and administration of this Plan unless attributable to the
member's or delegate's own willful misconduct or lack of good faith, except to
the extent otherwise provided by law.
3. ELIGIBILITY:
The individuals who shall be eligible to participate in the Plan
shall be such key employees of the Corporation or of any corporation in which
the Corporation owns, directly or indirectly, stock possessing 50% or more of
the total combined voting power of all classes of stock (such a corporation
being hereinafter called a "Subsidiary") as the Committee shall determine from
time to time, provided, however, that no employee may receive a grant under
this Plan if, at the time the grant would be effective, he is subject to the
provisions of Section 16 of the Securities Exchange Act of 1934 and such rules
and regulations as may be promulgated thereunder (all as amended from time to
time), is an officer of the Corporation or is a participant in the Georgia-
Pacific Corporation 1990 Long-Term Incentive Plan or any similar plan (provided
that the period initially established under such plan during which awards may
be made has not expired).
4. STOCK:
The stock subject to the options and other provisions of the
Plan shall be shares of the Corporation's authorized but unissued or reacquired
common stock ("Common Stock"). The stock shall be registered in compliance
with the applicable Federal laws or regulations relating to the sale of
securities. The total number of shares of Common Stock of the Corporation on
which options may be granted shall not exceed in the aggregate 1,000,000;
provided, that such aggregate number of shares shall be subject to adjustment
in accordance with the provisions of Section 6(g) hereof.
In the event that any outstanding option under the Plan shall
for any reason expire or terminate prior to the end of the period during which
options may be granted under the Plan, the shares of Common Stock allocable to
the unexercised portion of such option may again be subjected to option under
the Plan.
5. GRANTS:
The Committee, upon management recommendation, shall select the
optionees and determine the specific grant to each optionee and shall insure
that an option agreement as approved by the Committee pursuant to Section 6 is
prepared and executed by each optionee and the Corporation. If an optionee
receives a grant while on authorized leave of absence, such grant shall not
become effective until the optionee returns to active employment with the
Corporation or a Subsidiary, but options subject to an effective grant may
become exercisable and may be exercised during such a leave of absence.
<PAGE> 3
6. TERMS AND CONDITIONS OF OPTIONS:
Options granted pursuant to the Plan shall be evidenced by
agreements in such form as the Committee shall, from time to time, approve.
Such agreements shall comply with and be subject to the following terms and
conditions:
(a) Medium and Time of Payment:
The Committee, in its discretion, may specify
in the agreements that the option price shall be
payable upon the exercise of the option either (i) in
United States dollars in cash or by certified check,
bank draft or postal or express money order payable to
the order of the Corporation, or (ii) with the approval
of the Committee, in shares of Common Stock of the
Corporation having at the time the option is exercised
a fair market value equal to the purchase price of the
shares acquired pursuant to the exercise of the option,
or (iii) a combination thereof. "Fair market value" as
used in this Section 6(a) shall mean the mean between
the high and low sales prices of the Common Stock of
the Corporation on the day preceding the date of the
exercise as reported in the record of Composite
Transactions for New York Stock Exchange listed
securities and printed in The Wall Street Journal or,
if no sale of stock shall have been made on that date,
on the next preceding day on which there was a sale of
the stock.
(b) Number of Shares:
The option shall state the total number of
shares to which it pertains.
(c) Option Price:
The option shall state an option price, which
shall be the mean between the high and low sales prices
of the Common Stock of the Corporation on the date of
the grant (which will be the date the Committee
approves the grant; the "Date of Grant") as reported in
the record of Composite Transactions for New York Stock
Exchange listed securities and printed in The Wall
Street Journal or, if no sale of stock shall have been
made on that date, on the next preceding day on which
there was a sale of the stock.
(d) Term of Options:
Each option granted under the Plan shall state
the date of its expiration which shall be not more than
10 years from the Date of Grant. Any extended
expiration period for terminated optionees, retirees or
disabled optionees provided in accordance with Section
6(f) shall be subject to the overall limitation that no
such extension may continue beyond the expiration date
stated in the affected option agreements.
<PAGE> 4
(e) Date of Exercise:
The Committee may in its discretion provide that an
option may not be exercised in whole or in part for any period
of time specified by the Committee. Except as may be so
provided, any option may be exercised in whole at any time or
in part from time to time during its term, subject to the
provisions of Section 6(f).
(f) Termination of Employment:
In the event that an optionee's employment by
the Corporation shall terminate (whether voluntarily or
involuntarily) for reasons other than retirement, death or
disability, his option shall terminate 90 days after optionee's
last day worked and the optionee shall have the right, with
respect to any shares available for purchase at the date of such
termination of employment, subject to the provisions of Section
6(d) and (e) hereof, to exercise his option at any time within
such 90 days; provided, however, that if any termination of
employment is due to retirement, the optionee shall have the
right, subject to the provisions of Sections 6(d) and (e)
hereof, to exercise his option at any time within 36 months
after such retirement; and provided, further, that if the
employee shall die or become permanently disabled while in the
employ of the Corporation during such period of continuous
employment by the Corporation, such deceased employee's estate,
personal representative or beneficiary or such disabled employee
shall have the right, subject to the provisions of Section 6(d)
and (e) hereof, to exercise his option at any time within 36
months from the date of his death or the date such disabled
employee become permanently disabled, as the case may be.
Whether a termination of employment is considered to be a
retirement, whether an optionee is deemed to be permanently
disabled, and whether an authorized leave of absence or absence
on military or government service shall constitute a termination
of employment for the purposes of the Plan, shall be determined
by the Plan Administrator, which determination shall be final
and conclusive.
An optionee's employment by the Corporation
shall be deemed to continue during such periods as he is
employed by a corporation which is a Subsidiary both (i) at the
time the optionee's option is granted and (ii) throughout the
period of the optionee's employment by such corporation. 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 optionee's date of termination,
and the option shall terminate 90 days or 36 months (as the case
may be) after such date, and such employee shall have the right
with respect to any shares available for purchase on the date of
such termination of employment to exercise his option at any
time within such 90 days or 36 months, provided, however, that
the 90-day or 36-month extension periods are subject in all
events to the provisions of Sections 6(d) and (e).
<PAGE> 5
Notwithstanding anything in this Plan to the contrary,
all options granted hereunder, to the extent not already
exercised, to an optionee who is terminated for Just Cause shall
terminate as of the optionee's date of termination. For
purposes of this Plan, "Just Cause" shall mean any of the
following: (i) the willful and continued failure of an 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 an
optionee of a felony, or the perpetration by an 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
which is injurious to the financial condition or business
reputation of the Corporation or any of its Subsidiaries.
(g) Recapitalization:
The aggregate number of shares of Common Stock on which
options may be granted hereunder, the maximum number of shares
thereof which may be optioned to an employee hereunder, the
number of shares thereof covered by each outstanding option, and
the price per share thereof in each such option, shall all be
proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock of the Corporation since
the date of grant resulting from a subdivision or consolidation
of shares or other capital adjustment, or the payment of a stock
dividend or other increase or decrease in such shares, effected
without receipt of consideration by the Corporation.
Subject to any required action by the stockholders, if
the Corporation shall be the surviving corporation in any merger
or consolidation, any option granted hereunder shall pertain to
and apply to the securities to which a holder of the number of
shares of Common Stock subject to the option would have been
entitled upon the completion of such merger or consolidation.
In the event of a change in the Corporation's presently
authorized Common Stock, which change is limited to a change of
all its presently authorized shares with par value into the same
number of shares with a different par value or into the same
number of shares without par value, the shares resulting from
any such change shall be deemed to be Common Stock within the
meaning of this Plan.
(h) Assignability:
No option or the right to a cash bonus under Section 13
shall be assignable or transferable except by will or by the
laws of descent and distribution. During the lifetime of an
optionee, the option shall be exercisable only by him or her or
by his or her legal guardian or representative.
<PAGE> 6
(i) Employee's Agreement:
No optionee's agreement shall constitute an agreement
(1) of the optionee to remain in the employ of and to render
his or her services to the Corporation or a Subsidiary or (2) of
the Corporation or its Subsidiaries to continue to employ such
optionee, and the Corporation or Subsidiary may terminate an
employee at any time with or without cause. An employee whose
employment is terminated or who resigns shall only be eligible
to exercise his option with respect to the number of shares that
have then become available for purchase by him or her pursuant
to his or her option at the time of termination of employment in
accordance with Section 6(f) hereof.
(j) Rights as a Stockholder:
An optionee shall have no rights as a stockholder with
respect to shares covered by his option until the date of the
issuance or transfer of the shares to him and only after such
shares are fully paid. 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.
(k) Cash Bonuses:
Except as provided in Section 13, no cash bonuses may be
granted with respect to an option granted under the Plan.
(l) Surrender of Options
Except as provided in Section 13, no option agreement
may provide that in lieu of the exercise of the option, or any
portion thereof, the optionee may surrender his option, or any
portion thereof, to the Corporation.
(m) Other Provisions:
The option agreements shall contain such other
provisions as the Committee shall deem advisable.
7. OPTIONS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED BY OTHER
CORPORATIONS:
Options may be granted by the Committee under this Plan from
time to time in substitution for stock options held by employees of other
corporations who are about to become employees of the Corporation or a
Subsidiary as the result of a merger or consolidation of the employing
corporation with the Corporation or a Subsidiary, or the acquisition by the
Corporation or a Subsidiary of the assets of the employing corporation, or the
acquisition by the Corporation or a Subsidiary of stock of the employing
corporation as the result of which it
<PAGE> 7
becomes a Subsidiary. The terms and conditions of the substitute options so
granted may vary from the terms and conditions set forth in Section 6 of this
Plan to such extent as the Committee at the time of grant may deem appropriate.
8. TERM OF PLAN:
No stock option shall be granted pursuant to the Plan after the
date of adoption of a successor plan.
9. AMENDMENT OF THE PLAN:
The Board of Directors of the Corporation may from time to time
alter, amend, suspend or discontinue the Plan with respect to any shares as to
which options have not been granted.
10. APPLICATION OF PROCEEDS:
Any proceeds received by the Corporation from the sale of Common
Stock pursuant to options shall be available for general corporate purposes.
11. NO OBLIGATION TO EXERCISE OPTION:
The granting of an option shall impose no obligation upon the
optionee to exercise the same in whole or in part.
12. ACCELERATION OF EXERCISE OF OPTIONS IN THE EVENT OF A
MERGER, SALE OF ASSETS OR CHANGE IN CONTROL:
Notwithstanding any other provision of this Plan to the contrary:
(a) In the event of a merger in which the Corporation is
not the survivor or a sale of substantially all of the assets of
the Corporation, an optionee shall have the right, commencing 30
days prior to the effective date of such merger or sale of
assets, to exercise immediately on a fully-vested basis each
then outstanding option which was granted to him, regardless of
any exercise restriction imposed pursuant to Section 6(e) of
this Plan, and
(b) In the event of a Change in Control of the
Corporation, an optionee shall have the right, immediately after
such Change in Control and until such time as the option would
otherwise expire pursuant to the terms of the option agreement,
to exercise on a fully-vested basis each then outstanding option
which was granted to him, regardless of any exercise
restriction imposed pursuant to Section 6(e) of this Plan.
<PAGE> 8
As used in this Plan, a Change in Control shall mean a change in
control of a nature that would be required to be reported in response to Item
6(e) of Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or any successor
provision thereto, whether or not the Corporation is then subject to such
reporting requirement; provided that, without limitation, a Change in Control
shall be deemed to have occurred if (i) any individual, partnership, firm,
corporation, association, trust, unincorporated organization or other entity,
or any syndicate or group deemed to be a person under Section 14(d)(2) of the
Exchange Act, is or becomes the "beneficial owner" (as defined in Rule 13d-3 of
the General Rules and Regulations under the Exchange Act), directly or
indirectly, of securities of the Corporation representing 30% or more of the
combined voting power of the Corporation's then outstanding securities entitled
to vote in the election of directors of the Corporation; or (ii) during any
period of two (2) consecutive years (not including any period prior to the
adoption of this Plan), individuals who at the beginning of such period
constituted the Board of Directors and any new directors, whose election by the
Board of Directors or nomination for election by the Corporation's stockholders
was approved by a vote of at least three quarters (3/4) of the directors then
still in office who either were directors at the beginning of the period or
whose election or nomination for election was previously so approved, cease for
any reason to constitute a majority thereof; provided, further, that a change
in control shall not be deemed to be a Change in Control for purposes of this
Plan if the Board of Directors has approved such change in control prior to
either (i) the occurrence of any of the events described in the foregoing
clauses (A) and (B) or (ii) the commencement by any person other than the
Corporation of a tender offer for the Common Stock not approved by the Board of
Directors prior to such commencement.
13. OPTIONAL SETTLEMENT METHOD AND CASH BONUSES IN THE EVENT OF
A CHANGE IN CONTROL:
Notwithstanding any other provision of the Plan to the contrary,
in the event that a Change in Control (as defined in Section 12 above) shall
occur:
(a) each optionee shall have the right to
elect to receive from the Corporation an amount in cash, in a
lump sum, for each share of Common Stock covered by the
optionee's options, equal to the difference between the then
current exercise price of such option and the greater of: (i)
the highest price per share paid for the purchase of Common
Stock in connection with the Change in Control, and (ii) the
highest closing price per share paid for the purchase of Common
Stock on the principal exchange on which the Common Stock is
listed, or if the Common Stock is not listed, on the NASD
automatic quotation system, during the 90-day period immediately
preceding the effective date of the Change in Control. The
optionee may elect to receive such cash payment only during the
30-day period commencing upon the effective date of the Change
in Control and such election shall be effective with respect to
all then outstanding options which were granted under this Plan.
Upon an election to receive such cash payment, the option to
which such cash payment relates shall no longer be exercisable.
<PAGE> 9
(b) The Committee may, in its
sole discretion, grant cash bonuses with respect to the
optional lump sum settlements described in this Section
13 to optionees on such bases and payable at such times
as the Committee shall determine. A cash bonus under
this Section 13 may be granted (if at all) concurrently
with or after the grant of the option. The Committee
may cancel or place a limit on the term or amount of
any cash bonus at any time and shall determine all
other terms and provisions of any cash bonus award.
<PAGE> 1
EXHIBIT 4.4
GEORGIA-PACIFIC CORPORATION
EMPLOYEE STOCK OPTION
THIS AGREEMENT, dated February 2, 1994 by and between
GEORGIA-PACIFIC CORPORATION, a Georgia corporation (hereinafter called the
"Company"), and _________________________ (hereinafter called "Optionee");
W I T N E S S E T H:
WHEREAS, the Optionee is now employed by the Company or a
Subsidiary in a key capacity and the Company desires to have him remain in the
employment of the Company or a Subsidiary and to afford him the opportunity to
acquire or enlarge his stock ownership in the Company by granting him the
option to purchase from the Company up to, but not exceeding in the aggregate,
__________ shares of the Company's Common Stock, as hereinafter more
specifically stated, so that he may have a direct proprietary interest in its
success (the term "Subsidiary" meaning any corporation in which the Company
owns, directly or indirectly, stock possessing 50% or more of the total
combined voting power of all classes of stock); and
WHEREAS, the options described in this Agreement have been
granted pursuant to, and are governed by, the Georgia-Pacific Corporation
1994 Employee Stock Option Plan adopted by the Company's Board of Directors
effective February 2, 1994 (the "Plan");
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the parties hereto do hereby mutually agree
as follows:
<PAGE> 2
1. This Agreement shall not be deemed to limit or
restrict the right of the Company 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 Company
or any Subsidiary at any time. In the event of termination of the Optionee's
employment with the Company and all Subsidiaries, such employee shall be
eligible to exercise only options on the number of shares that have become
available for purchase pursuant to Section 2 hereof at the time of termination.
Optionee's services shall be subject to the direction of the Board of Directors
of the Company 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.
2. Subject to the terms and conditions set forth herein,
the Company hereby grants to the Optionee during the period commencing on the
date hereof and ending on February 2, 1999 the option to purchase from the
Company, from time to time, as hereinafter more specifically stated, at a price
of $75.06 per share, up to but not exceeding in the aggregate, the number of
shares of the Company's Common Stock as set forth on the preceding page of this
Agreement, which option may be exercised, in whole or in part, from time to
time, commencing on February 2, 1995, but no later than February 2, 1999. Such
period may not be extended pursuant to the provisions of Section 4.
Notwithstanding anything in this Agreement to the contrary, all options granted
hereunder to the Optionee shall terminate as of his date of termination if such
termination is for Just Cause. "Just Cause" for the purposes of this Agreement
shall mean any of the following: (i) the willful and continued 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 Company or any of its
Subsidiaries;
<PAGE> 3
or (iii) any other willful act or omission which is injurious to the financial
condition or business reputation of the Company or any of its Subsidiaries.
Notwithstanding anything to the contrary in this
Agreement, if the Optionee is on a leave of absence or is absent on military or
government service as of the date of this Agreement, the Optionee may not
exercise all or any part of the options granted hereby prior to the later of
(i) the date the Optionee returns to active employment with the Company or a
Subsidiary or (ii) February 2, 1995. If the Optionee is not on leave of
absence or absent on military or government service at the date of this
Agreement or returns to active employment with the Company or a Subsidiary
thereafter, the options described in this Agreement shall be immediately
effective (subject to the exercise limitation provided in this Section 2) and
may become exercisable and may be exercised during a subsequent leave of
absence or absence for military or government service.
3. The option hereby granted shall be exercised by the
delivery to the Treasurer of the Company 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 Company 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. If the written notice is mailed, the date of its receipt by the
Treasurer of the Company 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. The Committee or the Plan Administrator may
also authorize alternative procedures for exercising options under this
Agreement.
<PAGE> 4
Within thirty (30) business days after any such
exercise of the option in whole or in part by the Optionee, the Company 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.
Subject to the provisions of Section 12, 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 the option.
4. The option hereby granted shall terminate and be of
no force or effect upon the happening of the first to occur of the following
events:
(a) The expiration of the time allowed for
exercise of this option as specified in Section 2 of this Agreement.
(b) Subject to the provisions of Section 2, the
expiration of ninety days after the date of the termination (whether voluntary
or involuntary) of the Optionee's employment with the Company and all
Subsidiaries (other than as a result of his death or permanent disability while
in the Company's employment or his retirement). During such ninety-day period,
the Optionee shall have the right to exercise this option only with respect to
any or all shares which were available for purchase by him on the date of such
termination of employment. In the event of Optionee's death or permanent
disability after termination of employment and during such ninety-day period,
such deceased Optionee's estate, personal representative or beneficiary or such
disabled Optionee or the Optionee's legal guardian or representative, as the
case may be, may exercise this option within such period with respect to any or
all shares which were available for purchase by the Optionee on the date of his
<PAGE> 5
termination of employment and which had not been purchased by him prior to his
death or permanent disability.
(c) Subject to the provisions of Section 2, the
expiration of 36 months after the date of the Optionee's retirement immediately
following a period of continuous employment by the Company. During such
36-month period, the Optionee shall have the right to exercise this option only
with respect to any or all shares which were available for purchase by him on
the date of such retirement. In the event of Optionee's death or permanent
disability after retirement and during such 36-month period, such deceased
Optionee's estate, personal representative or beneficiary, or such disabled
Optionee or the Optionee's legal guardian or representative, as the case may
be, may exercise this option within such period with respect to any or all
shares which were available for purchase by the Optionee on the date of his
retirement and which had not been purchased by him prior to his death or
permanent disability.
(d) Subject to the provisions of Section 2, the
expiration of 36 months after the date of death or permanent disability of the
Optionee during a period of continuous employment by the Company. During such
period, such deceased Optionee's estate, personal representative or
beneficiary, or such disabled Optionee or the Optionee's legal guardian or
representative, as the case may be, may exercise this option only with respect
to any or all shares which were available for purchase by the Optionee on the
date of his death or permanent disability.
The Optionee's employment by the Company shall be
deemed to continue during such periods as he is employed by a Subsidiary. If
the Optionee shall be transferred from the Company to a Subsidiary or from a
Subsidiary to the Company or from a Subsidiary to another Subsidiary, his
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
<PAGE> 6
Subsidiary and the Optionee is not thereupon transferred to and employed by the
Company or another Subsidiary, the date that the Optionee's employer ceases to
be a Subsidiary shall be deemed to be a termination of employment, and (subject
to the provisions of Section 2) the option shall terminate 90 days or 36 months
(as the case may be) after such date, and such Optionee shall have the right
with respect to any shares available for purchase on the date of such
termination of employment to exercise his option at any time within such
extended period.
Optionee's date of termination or retirement shall be
deemed to be his last day worked. For purposes of this Agreement, "retirement"
shall mean voluntary or involuntary (other than for Just Cause) termination of
employment with the Company and all Subsidiaries after having attained age 65
or having attained age 55 and having accrued 10 years of service for vesting
purposes under the Company's salaried retirement plans. The Optionee's date of
permanent disability shall be the last day of his 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, and
Optionee shall be deemed "permanently disabled" on that date only if he would
be "totally disabled" pursuant to the standards set forth in the
Georgia-Pacific Corporation Long-Term Disability Plan, whether or not Optionee
is covered under that plan.
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.
5. Whenever the word "Optionee" is used in any provision
of this Agreement under circumstances where the provision should logically be
construed to apply to the executors,
<PAGE> 7
the administrators, or the person or persons to whom this option may be
transferred by will or by the laws of descent and distribution, it shall be
deemed to include such person or persons.
6. This option is not transferable by the Optionee
except by will or the laws of descent and distribution and, during the
Optionee's lifetime, may be exercised only by him or by his legal guardian or
representative. 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, or the right to
cash bonuses hereunder, this option shall terminate and be of no force or
effect.
7. The Optionee shall not be deemed for any purpose to
be a stockholder of the Company with respect to any shares covered by this
Agreement as to which the option hereby granted shall not have been exercised
and payment and delivery made as herein provided. No adjustment shall be made
for dividends or other rights for which the record date is prior to the date
the shares are issued to Optionee.
8. The existence of this option shall not affect in any
way the right or power of the Company or its stockholders to make or authorize
any and all adjustments, recapitalizations, reorganizations or other changes in
the Company's capital structure or its business, or any merger or consolidation
of the Company, or any issue of bonds, debentures, preferred or preference
stocks ahead of or affecting the Common Stock or the rights thereof, or the
dissolution or liquidation of the Company, 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. The shares with respect to which this option is
granted are shares of the Common Stock of the Company as constituted on the
date of this Agreement, but if, and
<PAGE> 8
whenever, after February 2, 1994, and prior to the delivery by the Company of
all of the shares of Common Stock with respect to which this option is granted,
the Company shall effect a change in the par value of its Common Stock, or a
change in the number of shares of Common Stock having par value into the same
or a different number of shares without par value, or a subdivision or
consolidation of shares, or other capital readjustment, the payment of a stock
dividend, or other increase or reduction of the number of shares of Common
Stock outstanding, without the receipt of consideration by the Company, then
(a) in the event of any increase in the number of such shares outstanding, the
number of shares of Common Stock then remaining subject to this option shall be
proportionately increased, and the cash consideration payable per share shall
be proportionately reduced, (b) in the event of a reduction in the number of
such shares outstanding, the number of shares of Common Stock then remaining
subject to this option shall be proportionately reduced, and the cash
consideration payable per share shall be proportionately increased, and (c) in
the event of no change in the number of shares outstanding in connection with a
change in par value of the Common Stock or a change from par value to no par
value, the shares resulting from any such change shall be deemed to be Common
Stock under this Agreement.
10. After a merger of one or more corporations into the
Company, or after a consolidation of the Company and one or more corporations
in which the Company shall be the surviving corporation, the Optionee shall, at
no additional cost, be entitled upon any exercise of this option, to receive
(subject to any required action by stockholders), in lieu of the number of
shares as to which this option shall then be so exercised, the number and class
of shares of stock or other securities to which the Optionee would have been
entitled pursuant to the terms of the agreement of merger or consolidation if,
immediately prior to such merger or consolidation, the Optionee had been the
holder of record of a number of shares of Common Stock of the Company equal to
the number of shares as to which this option may be so exercised. The Plan
<PAGE> 9
Administrator shall determine, in its absolute and uncontrolled discretion, the
adjustments to be made and the extent thereof.
11. Anything in this Agreement to the contrary
notwithstanding:
(a) In the event of a merger in which the
Company is not the survivor or a sale of substantially all of the assets of the
Company, the Optionee shall have the right, commencing thirty (30) days prior
to such merger or sale of assets, to exercise this option immediately on a
fully-vested basis regardless of any exercise restriction contained in Section
2 of this Agreement; and
(b) In the event that a Change in Control shall
occur, the Optionee shall have the right immediately after the effective date
of such Change in Control, until such time as this option would otherwise
expire according to Section 4 of this Agreement, to exercise this option on a
fully-vested basis each outstanding option which was granted to him under this
Agreement regardless of any exercise restriction contained in Section 2 of this
Agreement.
As used in this Agreement, a "Change in Control" shall mean a
change in control of a nature that would be required to be reported in response
to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or any successor
provision thereto, whether or not the Company is then subject to such reporting
requirement; provided, however, that, without limitation, a Change in Control
shall be deemed to have occurred if (A) any individual, partnership, firm,
corporation, association, trust, unincorporated organization or other entity,
or any syndicate or group deemed to be a person under Section 14(d)(2) of the
Exchange Act, is or becomes the "beneficial owner" (as defined in Rule 13d-3 of
the General Rules and Regulations under the Exchange Act), directly or
indirectly, of securities of the Company representing 30% or more of the
combined
<PAGE> 10
voting power of the Company's then outstanding securities entitled to vote in
the election of directors of the Company; or (B) during any period of two (2)
consecutive years (not including any period prior to the adoption of the Plan),
individuals who at the beginning of such period constituted the Board of
Directors and any new directors, whose election by the Board of Directors or
nomination for election by the Company's stockholders was approved by a vote of
at least three quarters (3/4) of the directors then still in office who either
were directors at the beginning of the period or whose election or nomination
for election was previously so approved, cease for any reason to constitute a
majority thereof; provided, further, that a change in control shall not be
deemed to be a Change in Control for purposes of this Agreement if the Board of
Directors has approved such change in control prior to either (i) the
occurrence of any of the events described in the foregoing clauses (A) and (B)
or (ii) the commencement by any person other than the Company of a tender offer
for the Common Stock not approved by the Board of Directors prior to such
commencement.
12. In the event that a Change in Control (as defined in
Section 11 above) shall occur, the Optionee shall have the right to exercise
this option and receive from the Company an amount in cash, in a lump sum, for
each share of Common Stock covered by such options, equal to the difference
between the then current exercise price of such option and the greater of: (i)
the highest price per share paid for the purchase of Common Stock in connection
with the Change in Control and (ii) the highest closing price per share paid
for the purchase of Common Stock on the principal exchange on which the Common
Stock is listed, or, if the Common Stock is not listed, on the NASD automatic
quotation system, during the 90-day period immediately preceding the Change in
Control. The Optionee may elect to receive such cash payment only during the
30-day period commencing upon the effective date of the Change in Control, and
such election shall be effective with respect to all shares of Common Stock
with respect to then outstanding options (to the extent not already exercised)
which were granted under this Agreement. Upon an election to receive such cash
payment, this option shall be
<PAGE> 11
deemed to have been fully exercised. In the event a Change in Control shall
occur and this Section 12 shall become effective, the Company shall pay a cash
bonus on the date any cash payment is made under this Section 12 in an amount
equal to the product of such cash payment and the Bonus Factor. For purposes
of this Section 12, the "Bonus Factor" is the decimal equivalent of the
fraction
T
-----
1 - T
where T equals the sum of the highest statutory marginal federal and Georgia
income tax rates, expressed in decimal form, applicable to individuals resident
in Georgia on personal service income. For purposes of calculating the
fraction described in this Section, the "highest statutory marginal federal and
Georgia tax rates . . . on personal service income" shall be the appropriate
rates in effect on the date on which the affected cash payment is made (taking
into account any retroactive changes in the specified tax rates). If the
Optionee is employed by a Subsidiary, the Company shall pay such cash bonus as
an agent for the Subsidiary, which shall reimburse the Company. In all cases,
the Company shall hold and deposit such cash bonus with the appropriate taxing
authorities as withholding taxes.
13. In the event that Sections 11 or 12 of this Agreement
shall become applicable, Section 15 of this Agreement shall not be effective.
14. 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 Company 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
<PAGE> 12
deferred until such action shall have been taken or such restriction on action
shall have been removed.
15. Subject to Section 13 of this Agreement, 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, either by the
Plan Administrator constituted under the Plan (the "Plan Administrator") or by
the Stock Option Plan and Management Compensation Committee of the Company's
Board of Directors (the "Committee") in the Plan Administrator's or the
Committee's absolute and uncontrolled discretion; and that any such
determination or interpretation of the terms of this Agreement or any other
determination by either such Plan Administrator or the Committee shall be
final, binding and conclusive on all persons affected thereby. Questions
regarding the options granted under this Agreement and the administration of
the Georgia-Pacific Corporation 1994 Employee Stock Option Plan may be
addressed to the Treasurer's Department of the Company.
16. Anything in this Agreement to the contrary
notwithstanding, the Company 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.
17. 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: Georgia-Pacific
Corporation, 133 Peachtree Street, N.E., Atlanta, Georgia 30303, Attention:
Treasurer, or at such other address as the Company, by notice to the Optionee,
may designate in writing from time to time; to the Optionee at the address
indicated in the
<PAGE> 13
Optionee's then current personnel records, or at such other address as the
Optionee, by notice to the Treasurer of the Company at the above address, may
designate in writing from time to time. Such notices shall be deemed given
upon receipt.
IN WITNESS WHEREOF, the Company 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. Correll
Chairman and Chief Executive
Officer
ATTEST:
- ------------------------------
Cornelia B. Brewer, Assistant Secretary
OPTIONEE
-------------------------------
NOTE: PLEASE COMPLETE THE ATTACHED PERSONAL DATA SHEET.
<PAGE> 14
OPTIONEE'S PERSONAL DATA
(Please Print)
_______________________________________________________
Full Name
ADDRESS: __________________________________________________________
__________________________________________________________
__________________________________________________________
SOCIAL SECURITY NUMBER: _____________________________________________
DATE OF BIRTH: _________________________________________________________
Month, Day and Year
DIVISION: _________________________ LOCATION: __________________________
<PAGE> 1
EXHIBIT 5
[Georgia-Pacific Corporation Letterhead]
March 23, 1994
To the Board of Directors of
Georgia-Pacific Corporation
Dear Sirs and Mesdames:
As Senior Vice President-Law and General Counsel of Georgia-Pacific
Corporation (the "Corporation"), I have reviewed the proceedings relative to
the authorization of the 1994 Employee Stock Option Plan of the Corporation
pursuant to which the Corporation has issued and proposes to issue to "key
employees" (as defined in the Plan) options to purchase up to 1,000,000 shares
of Common Stock, par value $.80 per share, such number of shares to be subject
to adjustment upon the occurrence of certain events.
I am of the opinion that the shares of Common Stock issuable upon the
exercise or surrender of such options as described in the Registration
Statement under the Securities Act of 1933 have been duly authorized and, when
issued in accordance with the provisions of the 1994 Employee Stock Option
Plan, will be legally and validly issued, fully paid and nonassessable. I
hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement.
I am a member of the bars of the States of New York and Texas and do
not hold myself out to be an expert on the laws of any other state. I express
no opinion on the laws of any jurisdiction other than the laws of the States of
New York, Texas and Georgia and the federal law of the United States. Insofar
as this opinion relates to matters of Georgia law, I have relied on the opinion
of even date addressed to me by an attorney in the Law Department of the
Corporation licensed to practice law in the State of Georgia.
Very truly yours,
/s/ James F. Kelley
-------------------------
James F. Kelley
Senior Vice President-Law
and General Counsel
<PAGE> 1
EXHIBIT 23
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 18, 1994
included (or incorporated by reference) in Georgia-Pacific Corporation's Annual
Report on Form 10-K for the year ended December 31, 1993, and to all references
to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN & CO.
--------------------------
ARTHUR ANDERSEN & CO.
Atlanta, Georgia
March 23, 1994
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of Georgia-Pacific Corporation, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints A. D. Correll, James C. Van
Meter, James F. Kelley and Kenneth F. Khoury, and each of them, his or her
true and lawful attorney-in-fact and agent to sign (1) any and all amendments
to, and supplements to any prospectus contained in, the Registration Statement
on Form S-3 No. 33-65208 (related to $500,000,000 aggregate principal amount of
debt securities of the Corporation), the Registration Statements on Form S-8,
No. 33-62498 (related to the 1993 Employee Stock Purchase Plan), No. 33-58664
(related to the 1993 Employee Stock Option Plan) and No. 33-48328 (related to
the Georgia-Pacific Corporation Savings and Capital Growth Plan) filed with the
Securities and Exchange Commission (the "Commission"), and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1993; (3) any and all amendments to, and
supplements to any prospectus contained in or relating to, the Registration
Statements on Form S-8, Nos. 33-48329, 33-48330 and 33-48331, relating to the
Georgia-Pacific Corporation (GNN) Investment Plan For Union Employees,
Georgia-Pacific Corporation Investment Plan For Certain Non-Union Hourly
Employees of Butler Paper Company and Leaf River Forest Products, Inc. and
Georgia-Pacific Corporation Supplemental Hourly 401(K) Savings Plan, and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (4) a Registration Statement on Form S-8 covering
1,000,000 shares of the Common Stock of the Corporation related to the 1994
Employee Stock Option Plan and any and all amendments to, and supplements to
any prospectus contained in, such Registration Statement and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; and (5) any other reports or registration statements
to be filed by the Corporation with the Commission and/or any national
securities exchange under the Securities Exchange Act of 1934, as amended, and
any and all amendments thereto, and any and all instruments and documents filed
as part of or in connection with such reports or registration statements or
reports or amendments thereto; and in connection with the foregoing, to do any
and all acts and things and execute any and all instruments which such
attorneys-in-fact and agents may deem necessary or advisable to enable this
Corporation to comply with the securities laws of the United States and of any
State or other political subdivision thereof; hereby ratifying and confirming
all that such attorneys-in-fact and agents, or any one of them, shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
2nd day of February, 1994.
/s/ Robert Carswell
-------------------
ROBERT CARSWELL
-1-
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of Georgia-Pacific Corporation, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints A. D. Correll, James C. Van
Meter, James F. Kelley and Kenneth F. Khoury, and each of them, his or her
true and lawful attorney-in-fact and agent to sign (1) any and all amendments
to, and supplements to any prospectus contained in, the Registration Statement
on Form S-3 No. 33-65208 (related to $500,000,000 aggregate principal amount of
debt securities of the Corporation), the Registration Statements on Form S-8,
No. 33-62498 (related to the 1993 Employee Stock Purchase Plan), No. 33-58664
(related to the 1993 Employee Stock Option Plan) and No. 33-48328 (related to
the Georgia-Pacific Corporation Savings and Capital Growth Plan) filed with the
Securities and Exchange Commission (the "Commission"), and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1993; (3) any and all amendments to, and
supplements to any prospectus contained in or relating to, the Registration
Statements on Form S-8, Nos. 33-48329, 33-48330 and 33-48331, relating to the
Georgia-Pacific Corporation (GNN) Investment Plan For Union Employees,
Georgia-Pacific Corporation Investment Plan For Certain Non-Union Hourly
Employees of Butler Paper Company and Leaf River Forest Products, Inc. and
Georgia-Pacific Corporation Supplemental Hourly 401(K) Savings Plan, and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (4) a Registration Statement on Form S-8 covering
1,000,000 shares of the Common Stock of the Corporation related to the 1994
Employee Stock Option Plan and any and all amendments to, and supplements to
any prospectus contained in, such Registration Statement and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; and (5) any other reports or registration statements
to be filed by the Corporation with the Commission and/or any national
securities exchange under the Securities Exchange Act of 1934, as amended, and
any and all amendments thereto, and any and all instruments and documents filed
as part of or in connection with such reports or registration statements or
reports or amendments thereto; and in connection with the foregoing, to do any
and all acts and things and execute any and all instruments which such
attorneys-in-fact and agents may deem necessary or advisable to enable this
Corporation to comply with the securities laws of the United States and of any
State or other political subdivision thereof; hereby ratifying and confirming
all that such attorneys-in-fact and agents, or any one of them, shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
9th day of February, 1994.
/s/ Francis Jungers
-------------------
FRANCIS JUNGERS
-2-
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of Georgia-Pacific Corporation, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints A. D. Correll, James C. Van
Meter, James F. Kelley and Kenneth F. Khoury, and each of them, his or her
true and lawful attorney-in-fact and agent to sign (1) any and all amendments
to, and supplements to any prospectus contained in, the Registration Statement
on Form S-3 No. 33-65208 (related to $500,000,000 aggregate principal amount of
debt securities of the Corporation), the Registration Statements on Form S-8,
No. 33-62498 (related to the 1993 Employee Stock Purchase Plan), No. 33-58664
(related to the 1993 Employee Stock Option Plan) and No. 33-48328 (related to
the Georgia-Pacific Corporation Savings and Capital Growth Plan) filed with the
Securities and Exchange Commission (the "Commission"), and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1993; (3) any and all amendments to, and
supplements to any prospectus contained in or relating to, the Registration
Statements on Form S-8, Nos. 33-48329, 33-48330 and 33-48331, relating to the
Georgia-Pacific Corporation (GNN) Investment Plan For Union Employees,
Georgia-Pacific Corporation Investment Plan For Certain Non-Union Hourly
Employees of Butler Paper Company and Leaf River Forest Products, Inc. and
Georgia-Pacific Corporation Supplemental Hourly 401(K) Savings Plan, and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (4) a Registration Statement on Form S-8 covering
1,000,000 shares of the Common Stock of the Corporation related to the 1994
Employee Stock Option Plan and any and all amendments to, and supplements to
any prospectus contained in, such Registration Statement and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; and (5) any other reports or registration statements
to be filed by the Corporation with the Commission and/or any national
securities exchange under the Securities Exchange Act of 1934, as amended, and
any and all amendments thereto, and any and all instruments and documents filed
as part of or in connection with such reports or registration statements or
reports or amendments thereto; and in connection with the foregoing, to do any
and all acts and things and execute any and all instruments which such
attorneys-in-fact and agents may deem necessary or advisable to enable this
Corporation to comply with the securities laws of the United States and of any
State or other political subdivision thereof; hereby ratifying and confirming
all that such attorneys-in-fact and agents, or any one of them, shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
8th day of February, 1994.
/s/ Clifton C. Garvin, Jr.
--------------------------
CLIFTON C. GARVIN, JR.
-3-
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of Georgia-Pacific Corporation, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints A. D. Correll, James C. Van
Meter, James F. Kelley and Kenneth F. Khoury, and each of them, his or her
true and lawful attorney-in-fact and agent to sign (1) any and all amendments
to, and supplements to any prospectus contained in, the Registration Statement
on Form S-3 No. 33-65208 (related to $500,000,000 aggregate principal amount of
debt securities of the Corporation), the Registration Statements on Form S-8,
No. 33-62498 (related to the 1993 Employee Stock Purchase Plan), No. 33-58664
(related to the 1993 Employee Stock Option Plan) and No. 33-48328 (related to
the Georgia-Pacific Corporation Savings and Capital Growth Plan) filed with the
Securities and Exchange Commission (the "Commission"), and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1993; (3) any and all amendments to, and
supplements to any prospectus contained in or relating to, the Registration
Statements on Form S-8, Nos. 33-48329, 33-48330 and 33-48331, relating to the
Georgia-Pacific Corporation (GNN) Investment Plan For Union Employees,
Georgia-Pacific Corporation Investment Plan For Certain Non-Union Hourly
Employees of Butler Paper Company and Leaf River Forest Products, Inc. and
Georgia-Pacific Corporation Supplemental Hourly 401(K) Savings Plan, and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (4) a Registration Statement on Form S-8 covering
1,000,000 shares of the Common Stock of the Corporation related to the 1994
Employee Stock Option Plan and any and all amendments to, and supplements to
any prospectus contained in, such Registration Statement and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; and (5) any other reports or registration statements
to be filed by the Corporation with the Commission and/or any national
securities exchange under the Securities Exchange Act of 1934, as amended, and
any and all amendments thereto, and any and all instruments and documents filed
as part of or in connection with such reports or registration statements or
reports or amendments thereto; and in connection with the foregoing, to do any
and all acts and things and execute any and all instruments which such
attorneys-in-fact and agents may deem necessary or advisable to enable this
Corporation to comply with the securities laws of the United States and of any
State or other political subdivision thereof; hereby ratifying and confirming
all that such attorneys-in-fact and agents, or any one of them, shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
2nd day of February, 1994.
/s/ Jewel Plummer Cobb
----------------------
JEWEL PLUMMER COBB
-4-
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of Georgia-Pacific Corporation, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints A. D. Correll, James C. Van
Meter, James F. Kelley and Kenneth F. Khoury, and each of them, his or her
true and lawful attorney-in-fact and agent to sign (1) any and all amendments
to, and supplements to any prospectus contained in, the Registration Statement
on Form S-3 No. 33-65208 (related to $500,000,000 aggregate principal amount of
debt securities of the Corporation), the Registration Statements on Form S-8,
No. 33-62498 (related to the 1993 Employee Stock Purchase Plan), No. 33-58664
(related to the 1993 Employee Stock Option Plan) and No. 33-48328 (related to
the Georgia-Pacific Corporation Savings and Capital Growth Plan) filed with the
Securities and Exchange Commission (the "Commission"), and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1993; (3) any and all amendments to, and
supplements to any prospectus contained in or relating to, the Registration
Statements on Form S-8, Nos. 33-48329, 33-48330 and 33-48331, relating to the
Georgia-Pacific Corporation (GNN) Investment Plan For Union Employees,
Georgia-Pacific Corporation Investment Plan For Certain Non-Union Hourly
Employees of Butler Paper Company and Leaf River Forest Products, Inc. and
Georgia-Pacific Corporation Supplemental Hourly 401(K) Savings Plan, and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (4) a Registration Statement on Form S-8 covering
1,000,000 shares of the Common Stock of the Corporation related to the 1994
Employee Stock Option Plan and any and all amendments to, and supplements to
any prospectus contained in, such Registration Statement and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; and (5) any other reports or registration statements
to be filed by the Corporation with the Commission and/or any national
securities exchange under the Securities Exchange Act of 1934, as amended, and
any and all amendments thereto, and any and all instruments and documents filed
as part of or in connection with such reports or registration statements or
reports or amendments thereto; and in connection with the foregoing, to do any
and all acts and things and execute any and all instruments which such
attorneys-in-fact and agents may deem necessary or advisable to enable this
Corporation to comply with the securities laws of the United States and of any
State or other political subdivision thereof; hereby ratifying and confirming
all that such attorneys-in-fact and agents, or any one of them, shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
2nd day of February, 1994.
/s/ Robert E. McNair
---------------------
ROBERT E. MCNAIR
-5-
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of Georgia-Pacific Corporation, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints A. D. Correll, James C. Van
Meter, James F. Kelley and Kenneth F. Khoury, and each of them, his or her
true and lawful attorney-in-fact and agent to sign (1) any and all amendments
to, and supplements to any prospectus contained in, the Registration Statement
on Form S-3 No. 33-65208 (related to $500,000,000 aggregate principal amount of
debt securities of the Corporation), the Registration Statements on Form S-8,
No. 33-62498 (related to the 1993 Employee Stock Purchase Plan), No. 33-58664
(related to the 1993 Employee Stock Option Plan) and No. 33-48328 (related to
the Georgia-Pacific Corporation Savings and Capital Growth Plan) filed with the
Securities and Exchange Commission (the "Commission"), and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1993; (3) any and all amendments to, and
supplements to any prospectus contained in or relating to, the Registration
Statements on Form S-8, Nos. 33-48329, 33-48330 and 33-48331, relating to the
Georgia-Pacific Corporation (GNN) Investment Plan For Union Employees,
Georgia-Pacific Corporation Investment Plan For Certain Non-Union Hourly
Employees of Butler Paper Company and Leaf River Forest Products, Inc. and
Georgia-Pacific Corporation Supplemental Hourly 401(K) Savings Plan, and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (4) a Registration Statement on Form S-8 covering
1,000,000 shares of the Common Stock of the Corporation related to the 1994
Employee Stock Option Plan and any and all amendments to, and supplements to
any prospectus contained in, such Registration Statement and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; and (5) any other reports or registration statements
to be filed by the Corporation with the Commission and/or any national
securities exchange under the Securities Exchange Act of 1934, as amended, and
any and all amendments thereto, and any and all instruments and documents filed
as part of or in connection with such reports or registration statements or
reports or amendments thereto; and in connection with the foregoing, to do any
and all acts and things and execute any and all instruments which such
attorneys-in-fact and agents may deem necessary or advisable to enable this
Corporation to comply with the securities laws of the United States and of any
State or other political subdivision thereof; hereby ratifying and confirming
all that such attorneys-in-fact and agents, or any one of them, shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
2nd day of February, 1994.
/s/ Donald V. Fites
-------------------
DONALD V. FITES
-6-
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of Georgia-Pacific Corporation, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints A. D. Correll, James C. Van
Meter, James F. Kelley and Kenneth F. Khoury, and each of them, his or her
true and lawful attorney-in-fact and agent to sign (1) any and all amendments
to, and supplements to any prospectus contained in, the Registration Statement
on Form S-3 No. 33-65208 (related to $500,000,000 aggregate principal amount of
debt securities of the Corporation), the Registration Statements on Form S-8,
No. 33-62498 (related to the 1993 Employee Stock Purchase Plan), No. 33-58664
(related to the 1993 Employee Stock Option Plan) and No. 33-48328 (related to
the Georgia-Pacific Corporation Savings and Capital Growth Plan) filed with the
Securities and Exchange Commission (the "Commission"), and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1993; (3) any and all amendments to, and
supplements to any prospectus contained in or relating to, the Registration
Statements on Form S-8, Nos. 33-48329, 33-48330 and 33-48331, relating to the
Georgia-Pacific Corporation (GNN) Investment Plan For Union Employees,
Georgia-Pacific Corporation Investment Plan For Certain Non-Union Hourly
Employees of Butler Paper Company and Leaf River Forest Products, Inc. and
Georgia-Pacific Corporation Supplemental Hourly 401(K) Savings Plan, and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (4) a Registration Statement on Form S-8 covering
1,000,000 shares of the Common Stock of the Corporation related to the 1994
Employee Stock Option Plan and any and all amendments to, and supplements to
any prospectus contained in, such Registration Statement and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; and (5) any other reports or registration statements
to be filed by the Corporation with the Commission and/or any national
securities exchange under the Securities Exchange Act of 1934, as amended, and
any and all amendments thereto, and any and all instruments and documents filed
as part of or in connection with such reports or registration statements or
reports or amendments thereto; and in connection with the foregoing, to do any
and all acts and things and execute any and all instruments which such
attorneys-in-fact and agents may deem necessary or advisable to enable this
Corporation to comply with the securities laws of the United States and of any
State or other political subdivision thereof; hereby ratifying and confirming
all that such attorneys-in-fact and agents, or any one of them, shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
2nd day of February, 1994.
/s/ Harvey C. Fruehauf, Jr.
---------------------------
HARVEY C. FRUEHAUF, JR.
-7-
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of Georgia-Pacific Corporation, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints A. D. Correll, James C. Van
Meter, James F. Kelley and Kenneth F. Khoury, and each of them, his or her
true and lawful attorney-in-fact and agent to sign (1) any and all amendments
to, and supplements to any prospectus contained in, the Registration Statement
on Form S-3 No. 33-65208 (related to $500,000,000 aggregate principal amount of
debt securities of the Corporation), the Registration Statements on Form S-8,
No. 33-62498 (related to the 1993 Employee Stock Purchase Plan), No. 33-58664
(related to the 1993 Employee Stock Option Plan) and No. 33-48328 (related to
the Georgia-Pacific Corporation Savings and Capital Growth Plan) filed with the
Securities and Exchange Commission (the "Commission"), and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1993; (3) any and all amendments to, and
supplements to any prospectus contained in or relating to, the Registration
Statements on Form S-8, Nos. 33-48329, 33-48330 and 33-48331, relating to the
Georgia-Pacific Corporation (GNN) Investment Plan For Union Employees,
Georgia-Pacific Corporation Investment Plan For Certain Non-Union Hourly
Employees of Butler Paper Company and Leaf River Forest Products, Inc. and
Georgia-Pacific Corporation Supplemental Hourly 401(K) Savings Plan, and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (4) a Registration Statement on Form S-8 covering
1,000,000 shares of the Common Stock of the Corporation related to the 1994
Employee Stock Option Plan and any and all amendments to, and supplements to
any prospectus contained in, such Registration Statement and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; and (5) any other reports or registration statements
to be filed by the Corporation with the Commission and/or any national
securities exchange under the Securities Exchange Act of 1934, as amended, and
any and all amendments thereto, and any and all instruments and documents filed
as part of or in connection with such reports or registration statements or
reports or amendments thereto; and in connection with the foregoing, to do any
and all acts and things and execute any and all instruments which such
attorneys-in-fact and agents may deem necessary or advisable to enable this
Corporation to comply with the securities laws of the United States and of any
State or other political subdivision thereof; hereby ratifying and confirming
all that such attorneys-in-fact and agents, or any one of them, shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
2nd day of February, 1994.
/s/ Richard V. Giordano
-----------------------
RICHARD V. GIORDANO
-8-
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of Georgia-Pacific Corporation, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints A. D. Correll, James C. Van
Meter, James F. Kelley and Kenneth F. Khoury, and each of them, his or her
true and lawful attorney-in-fact and agent to sign (1) any and all amendments
to, and supplements to any prospectus contained in, the Registration Statement
on Form S-3 No. 33-65208 (related to $500,000,000 aggregate principal amount of
debt securities of the Corporation), the Registration Statements on Form S-8,
No. 33-62498 (related to the 1993 Employee Stock Purchase Plan), No. 33-58664
(related to the 1993 Employee Stock Option Plan) and No. 33-48328 (related to
the Georgia-Pacific Corporation Savings and Capital Growth Plan) filed with the
Securities and Exchange Commission (the "Commission"), and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1993; (3) any and all amendments to, and
supplements to any prospectus contained in or relating to, the Registration
Statements on Form S-8, Nos. 33-48329, 33-48330 and 33-48331, relating to the
Georgia-Pacific Corporation (GNN) Investment Plan For Union Employees,
Georgia-Pacific Corporation Investment Plan For Certain Non-Union Hourly
Employees of Butler Paper Company and Leaf River Forest Products, Inc. and
Georgia-Pacific Corporation Supplemental Hourly 401(K) Savings Plan, and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (4) a Registration Statement on Form S-8 covering
1,000,000 shares of the Common Stock of the Corporation related to the 1994
Employee Stock Option Plan and any and all amendments to, and supplements to
any prospectus contained in, such Registration Statement and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; and (5) any other reports or registration statements
to be filed by the Corporation with the Commission and/or any national
securities exchange under the Securities Exchange Act of 1934, as amended, and
any and all amendments thereto, and any and all instruments and documents filed
as part of or in connection with such reports or registration statements or
reports or amendments thereto; and in connection with the foregoing, to do any
and all acts and things and execute any and all instruments which such
attorneys-in-fact and agents may deem necessary or advisable to enable this
Corporation to comply with the securities laws of the United States and of any
State or other political subdivision thereof; hereby ratifying and confirming
all that such attorneys-in-fact and agents, or any one of them, shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
2nd day of February, 1994.
/s/ David R. Goode
------------------
DAVID R. GOODE
-9-
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of Georgia-Pacific Corporation, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints A. D. Correll, James C. Van
Meter, James F. Kelley and Kenneth F. Khoury, and each of them, his or her
true and lawful attorney-in-fact and agent to sign (1) any and all amendments
to, and supplements to any prospectus contained in, the Registration Statement
on Form S-3 No. 33-65208 (related to $500,000,000 aggregate principal amount of
debt securities of the Corporation), the Registration Statements on Form S-8,
No. 33-62498 (related to the 1993 Employee Stock Purchase Plan), No. 33-58664
(related to the 1993 Employee Stock Option Plan) and No. 33-48328 (related to
the Georgia-Pacific Corporation Savings and Capital Growth Plan) filed with the
Securities and Exchange Commission (the "Commission"), and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1993; (3) any and all amendments to, and
supplements to any prospectus contained in or relating to, the Registration
Statements on Form S-8, Nos. 33-48329, 33-48330 and 33-48331, relating to the
Georgia-Pacific Corporation (GNN) Investment Plan For Union Employees,
Georgia-Pacific Corporation Investment Plan For Certain Non-Union Hourly
Employees of Butler Paper Company and Leaf River Forest Products, Inc. and
Georgia-Pacific Corporation Supplemental Hourly 401(K) Savings Plan, and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (4) a Registration Statement on Form S-8 covering
1,000,000 shares of the Common Stock of the Corporation related to the 1994
Employee Stock Option Plan and any and all amendments to, and supplements to
any prospectus contained in, such Registration Statement and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; and (5) any other reports or registration statements
to be filed by the Corporation with the Commission and/or any national
securities exchange under the Securities Exchange Act of 1934, as amended, and
any and all amendments thereto, and any and all instruments and documents filed
as part of or in connection with such reports or registration statements or
reports or amendments thereto; and in connection with the foregoing, to do any
and all acts and things and execute any and all instruments which such
attorneys-in-fact and agents may deem necessary or advisable to enable this
Corporation to comply with the securities laws of the United States and of any
State or other political subdivision thereof; hereby ratifying and confirming
all that such attorneys-in-fact and agents, or any one of them, shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
2nd day of February, 1994.
/s/ T. Marshall Hahn, Jr.
-------------------------
T. MARSHALL HAHN, JR.
-10-
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of Georgia-Pacific Corporation, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints A. D. Correll, James C. Van
Meter, James F. Kelley and Kenneth F. Khoury, and each of them, his or her
true and lawful attorney-in-fact and agent to sign (1) any and all amendments
to, and supplements to any prospectus contained in, the Registration Statement
on Form S-3 No. 33-65208 (related to $500,000,000 aggregate principal amount of
debt securities of the Corporation), the Registration Statements on Form S-8,
No. 33-62498 (related to the 1993 Employee Stock Purchase Plan), No. 33-58664
(related to the 1993 Employee Stock Option Plan) and No. 33-48328 (related to
the Georgia-Pacific Corporation Savings and Capital Growth Plan) filed with the
Securities and Exchange Commission (the "Commission"), and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1993; (3) any and all amendments to, and
supplements to any prospectus contained in or relating to, the Registration
Statements on Form S-8, Nos. 33-48329, 33-48330 and 33-48331, relating to the
Georgia-Pacific Corporation (GNN) Investment Plan For Union Employees,
Georgia-Pacific Corporation Investment Plan For Certain Non-Union Hourly
Employees of Butler Paper Company and Leaf River Forest Products, Inc. and
Georgia-Pacific Corporation Supplemental Hourly 401(K) Savings Plan, and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (4) a Registration Statement on Form S-8 covering
1,000,000 shares of the Common Stock of the Corporation related to the 1994
Employee Stock Option Plan and any and all amendments to, and supplements to
any prospectus contained in, such Registration Statement and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; and (5) any other reports or registration statements
to be filed by the Corporation with the Commission and/or any national
securities exchange under the Securities Exchange Act of 1934, as amended, and
any and all amendments thereto, and any and all instruments and documents filed
as part of or in connection with such reports or registration statements or
reports or amendments thereto; and in connection with the foregoing, to do any
and all acts and things and execute any and all instruments which such
attorneys-in-fact and agents may deem necessary or advisable to enable this
Corporation to comply with the securities laws of the United States and of any
State or other political subdivision thereof; hereby ratifying and confirming
all that such attorneys-in-fact and agents, or any one of them, shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
2nd day of February, 1994.
/s/ M. Douglas Ivester
----------------------
M. DOUGLAS IVESTER
-11-
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of Georgia-Pacific Corporation, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints A. D. Correll, James C. Van
Meter, James F. Kelley and Kenneth F. Khoury, and each of them, his or her
true and lawful attorney-in-fact and agent to sign (1) any and all amendments
to, and supplements to any prospectus contained in, the Registration Statement
on Form S-3 No. 33-65208 (related to $500,000,000 aggregate principal amount of
debt securities of the Corporation), the Registration Statements on Form S-8,
No. 33-62498 (related to the 1993 Employee Stock Purchase Plan), No. 33-58664
(related to the 1993 Employee Stock Option Plan) and No. 33-48328 (related to
the Georgia-Pacific Corporation Savings and Capital Growth Plan) filed with the
Securities and Exchange Commission (the "Commission"), and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1993; (3) any and all amendments to, and
supplements to any prospectus contained in or relating to, the Registration
Statements on Form S-8, Nos. 33-48329, 33-48330 and 33-48331, relating to the
Georgia-Pacific Corporation (GNN) Investment Plan For Union Employees,
Georgia-Pacific Corporation Investment Plan For Certain Non-Union Hourly
Employees of Butler Paper Company and Leaf River Forest Products, Inc. and
Georgia-Pacific Corporation Supplemental Hourly 401(K) Savings Plan, and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (4) a Registration Statement on Form S-8 covering
1,000,000 shares of the Common Stock of the Corporation related to the 1994
Employee Stock Option Plan and any and all amendments to, and supplements to
any prospectus contained in, such Registration Statement and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; and (5) any other reports or registration statements
to be filed by the Corporation with the Commission and/or any national
securities exchange under the Securities Exchange Act of 1934, as amended, and
any and all amendments thereto, and any and all instruments and documents filed
as part of or in connection with such reports or registration statements or
reports or amendments thereto; and in connection with the foregoing, to do any
and all acts and things and execute any and all instruments which such
attorneys-in-fact and agents may deem necessary or advisable to enable this
Corporation to comply with the securities laws of the United States and of any
State or other political subdivision thereof; hereby ratifying and confirming
all that such attorneys-in-fact and agents, or any one of them, shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
2nd day of February, 1994.
/s/ Norma Pace
--------------
NORMA PACE
-12-
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of Georgia-Pacific Corporation, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints A. D. Correll, James C. Van
Meter, James F. Kelley and Kenneth F. Khoury, and each of them, his or her
true and lawful attorney-in-fact and agent to sign (1) any and all amendments
to, and supplements to any prospectus contained in, the Registration Statement
on Form S-3 No. 33-65208 (related to $500,000,000 aggregate principal amount of
debt securities of the Corporation), the Registration Statements on Form S-8,
No. 33-62498 (related to the 1993 Employee Stock Purchase Plan), No. 33-58664
(related to the 1993 Employee Stock Option Plan) and No. 33-48328 (related to
the Georgia-Pacific Corporation Savings and Capital Growth Plan) filed with the
Securities and Exchange Commission (the "Commission"), and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1993; (3) any and all amendments to, and
supplements to any prospectus contained in or relating to, the Registration
Statements on Form S-8, Nos. 33-48329, 33-48330 and 33-48331, relating to the
Georgia-Pacific Corporation (GNN) Investment Plan For Union Employees,
Georgia-Pacific Corporation Investment Plan For Certain Non-Union Hourly
Employees of Butler Paper Company and Leaf River Forest Products, Inc. and
Georgia-Pacific Corporation Supplemental Hourly 401(K) Savings Plan, and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (4) a Registration Statement on Form S-8 covering
1,000,000 shares of the Common Stock of the Corporation related to the 1994
Employee Stock Option Plan and any and all amendments to, and supplements to
any prospectus contained in, such Registration Statement and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; and (5) any other reports or registration statements
to be filed by the Corporation with the Commission and/or any national
securities exchange under the Securities Exchange Act of 1934, as amended, and
any and all amendments thereto, and any and all instruments and documents filed
as part of or in connection with such reports or registration statements or
reports or amendments thereto; and in connection with the foregoing, to do any
and all acts and things and execute any and all instruments which such
attorneys-in-fact and agents may deem necessary or advisable to enable this
Corporation to comply with the securities laws of the United States and of any
State or other political subdivision thereof; hereby ratifying and confirming
all that such attorneys-in-fact and agents, or any one of them, shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
2nd day of February, 1994.
/s/ Louis W. Sullivan
---------------------
LOUIS W. SULLIVAN
-13-
<PAGE> 14
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of Georgia-Pacific Corporation, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints A. D. Correll, James C. Van
Meter, James F. Kelley and Kenneth F. Khoury, and each of them, his or her
true and lawful attorney-in-fact and agent to sign (1) any and all amendments
to, and supplements to any prospectus contained in, the Registration Statement
on Form S-3 No. 33-65208 (related to $500,000,000 aggregate principal amount of
debt securities of the Corporation), the Registration Statements on Form S-8,
No. 33-62498 (related to the 1993 Employee Stock Purchase Plan), No. 33-58664
(related to the 1993 Employee Stock Option Plan) and No. 33-48328 (related to
the Georgia-Pacific Corporation Savings and Capital Growth Plan) filed with the
Securities and Exchange Commission (the "Commission"), and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1993; (3) any and all amendments to, and
supplements to any prospectus contained in or relating to, the Registration
Statements on Form S-8, Nos. 33-48329, 33-48330 and 33-48331, relating to the
Georgia-Pacific Corporation (GNN) Investment Plan For Union Employees,
Georgia-Pacific Corporation Investment Plan For Certain Non-Union Hourly
Employees of Butler Paper Company and Leaf River Forest Products, Inc. and
Georgia-Pacific Corporation Supplemental Hourly 401(K) Savings Plan, and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (4) a Registration Statement on Form S-8 covering
1,000,000 shares of the Common Stock of the Corporation related to the 1994
Employee Stock Option Plan and any and all amendments to, and supplements to
any prospectus contained in, such Registration Statement and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; and (5) any other reports or registration statements
to be filed by the Corporation with the Commission and/or any national
securities exchange under the Securities Exchange Act of 1934, as amended, and
any and all amendments thereto, and any and all instruments and documents filed
as part of or in connection with such reports or registration statements or
reports or amendments thereto; and in connection with the foregoing, to do any
and all acts and things and execute any and all instruments which such
attorneys-in-fact and agents may deem necessary or advisable to enable this
Corporation to comply with the securities laws of the United States and of any
State or other political subdivision thereof; hereby ratifying and confirming
all that such attorneys-in-fact and agents, or any one of them, shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
2nd day of February, 1994.
/s/ James B. Williams
---------------------
JAMES B. WILLIAMS
-14-
