Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF L933
GEORGIA-PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
GEORGIA 93-0432081
(State of Incorporation) (IRS Employer Identification No.)
L33 PEACHTREE STREET, N.E., ATLANTA, GEORGIA 30303
(Address of Principal Executive Offices)
GEORGIA-PACIFIC CORPORATION 1990 LONG-TERM INCENTIVE PLAN
GEORGIA-PACIFIC CORPORATION 1993 EMPLOYEE STOCK OPTION PLAN
GEORGIA-PACIFIC CORPORATION 1994 EMPLOYEE STOCK OPTION PLAN
GEORGIA-PACIFIC CORPORATION 1995 SHAREHOLDER VALUE INCENTIVE PLAN, AS AMENDED
AND RESTATED
GEORGIA-PACIFIC CORPORATION/GEORGIA-PACIFIC GROUP 1997 LONG-TERM INCENTIVE PLAN
GEORGIA-PACIFIC CORPORATION/TIMBER GROUP 1997 LONG-TERM INCENTIVE PLAN
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
GEORGIA-PACIFIC CORPORATION HOURLY 401(K) SAVINGS PLAN
(Full Title of The Plans)
KENNETH F. KHOURY
VICE PRESIDENT AND SECRETARY
GEORGIA-PACIFIC CORPORATION
L33 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(1) Share (2) Price Fee
Georgia-Pacific
Group Common
Stock, par value
$.80 per share 11,676,940 shares $62.00 $723,970,280 $213,571.23
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price per Offering Registration
to be Registered Registered(1) Share (2) Price Fee
Timber Group Common
Stock, par value
$.80 per share 9,476,940 shares $25.125 $238,108,117.50 $70,241.90
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the 401(k)
plans described herein.
(1) This amount includes (i) 342,720 shares of Georgia-Pacific Corporation-
Georgia-Pacific Group Common Stock ("G-P Group Stock") and 342,720 shares
of Georgia-Pacific Corporation-Timber Group Common Stock ("Timber Group
Stock") that may be acquired upon the exercise of options outstanding
under the Georgia-Pacific Corporation 1990 Long-Term Incentive Plan; (ii)
31,950 shares of G-P Group Stock and 31,950 shares of Timber Group Stock
that may be acquired upon the exercise of options outstanding under the
Georgia-Pacific Corporation 1993 Employee Stock Option Plan; (iii) 303,200
shares of G-P Group Stock and 303,200 shares of Timber Group Stock that may
be acquired upon the exercise of options outstanding under the Georgia-
Pacific Corporation 1994 Employee Stock Option Plan; (iv) 4,600,000 shares
of G-P Group Stock and 4,600,000 shares of Timber Group Stock that may be
acquired upon the exercise of options granted under the Georgia-Pacific
Corporation 1995 Shareholder Value Incentive Plan, as Amended and Restated;
(v) 4,500,000 shares of G-P Group Stock that may be granted, or acquired
upon the exercise of awards granted, under the Georgia-Pacific
Corporation/Georgia-Pacific Group 1997 Long-Term Incentive Plan; (vi)
2,300,000 shares of Timber Group Stock that may be granted, or acquired
upon the exercise of awards granted, under the Georgia-Pacific
Corporation/Timber Group 1997 Long-Term Incentive Plan; (vii) 1,109,614
shares of G-P Group Stock and 1,109,614 shares of Timber Group Stock that
may be offered and sold to participants in the Georgia-Pacific Corporation
Savings and Capital Growth Plan; and (viii) 789,456 shares of G-P Group
Stock and 789,456 shares of Timber Group Stock that may be offered and sold
to participants in the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan.
(2) Determined pursuant to Rule 457(c) and (h), based on the average of the
high and low sale prices reported for shares of G-P Group Stock and Timber
Group Stock on the New York Stock Exchange on December 17, 1997.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents constituting Part I of this Registration Statement will be
sent or given to participants in the Georgia-Pacific Corporation 1990 Long-Term
Incentive Plan, Georgia-Pacific Corporation 1993 Employee Stock Option Plan,
Georgia-Pacific Corporation 1994 Employee Stock Option Plan, Georgia-Pacific
Corporation 1995 Shareholder Value Incentive Plan, as Amended and Restated,
Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long-Term Incentive Plan,
Georgia-Pacific Corporation/Timber Group 1997 Long-Term Incentive Plan, Georgia-
Pacific Corporation Savings and Capital Growth Plan and Georgia-Pacific
Corporation Hourly 401(k) Savings Plan (the "Plans") as specified by Rule
428(b)(1) under the Securities Act.
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, 1996, as
amended by Annual Report on Form 10-K/A filed on March 17, 1997, and
as amended by Annual Report on Form 10-K/A-1 filed on March 25, 1997;
(b) the Corporation's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1997, June 30, 1997, and September 30, 1997;
(c) the Corporation's Current Reports on Form 8-K dated September 17, 1997
and September 18, 1997 and Current Report on Form 8-K/A dated
September 18, 1997;
(d) the Annual Report on Form 11-K of the Georgia-Pacific Corporation
Savings and Capital Growth Plan (the "Savings Plan") for the fiscal
year ended December 31, 1996;
(e) all other reports filed by the Savings Plan pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by such
plan's 1997 Annual Report on Form 11-K;
(f) the Annual Report on Form 11-K of the Georgia-Pacific Corporation
Hourly 401(k) Savings Plan (the "Hourly 401(k) Plan") for the fiscal
year ended December 31, 1996;
(g) all other reports filed by the Hourly 401(k) Plan pursuant to Section
13(a) or 15(d) of the Exchange Act, since the end of the fiscal year
covered by the related 1997 Annual Report on Form 11-K;
(h) the description of the G-P Group Stock contained in the Corporation's
Registration Statement filed under Section 12 of the Exchange Act,
including all amendments or reports filed for the purpose of updating
such description; and
(i) the description of the Timber Group Stock contained in the
Corporation's Registration Statement filed under Section 12 of the
Exchange Act, including all amendments or reports filed for the
purpose of updating such description.
All documents filed by the Corporation, the Savings Plan or the Hourly
401(k) Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
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.
Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
of this Registration Statement to the extent that a statement contained herein
or in any subsequently filed document which also is, or is deemed to be,
incorporated herein by reference modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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 an individual who is party to a
proceeding because he or she is or was a director against liability incurred in
the proceeding if (1) such individual conducted himself or herself in good
faith; and 2) such individual reasonably believed (A) in the case of conduct in
his or her official capacity, that such conduct was in the best interests of the
corporation, (B) in all other cases, that such conduct was at least not opposed
to the best interests of the corporation; and (C) in the case of any criminal
proceeding, that the individual had no reasonable cause to believe such 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, except for
reasonable expenses incurred in connection with the proceeding if it is
determined that the director has met the relevant standard of conduct, or in
connection with any proceeding with respect to conduct for which he or she was
adjudged liable on the basis that personal benefit was improperly received by
him or her, whether or not involving action in his or her official capacity.
Notwithstanding the foregoing, pursuant to Section 14-2-854 a court may order a
corporation to indemnify a director if such court determines, in view of all the
relevant circumstances, that it is fair and reasonable to indemnify the director
even if the director has not met the relevant standard of conduct set forth in
subsections (a) and (b) of Section 14-2-851 of the Georgia Business Corporation
Code, failed to comply with Section 14-2-853 of the Georgia Business Corporation
Code, or was adjudged liable in a proceeding referred to in paragraph (1) or (2)
of subsection (d) of Section 14-2-851 of the Georgia Business Corporation Code,
but if the director was adjudged so liable, the indemnification shall be limited
to reasonable expenses incurred in connection with the proceeding.
Section 14-2-852 of the Georgia Business Corporation Code provides that,
a corporation shall indemnify a director who was wholly successful, on the
merits or otherwise, in the defense of any proceeding to which he or she was a
party because he or she was a director of the corporation against reasonable
expenses incurred by the director in connection with the proceeding.
Section 14-2-857 of the Georgia Business Corporation Code provides that
a corporation may indemnify and advance expenses to an officer of the
corporation who is a party to a proceeding because he or she is an officer of
the corporation to the same extent as a director. If the officer is not a
director, (or if the officer is a director but the sole basis on which he or she
is made a party to the proceeding is an act or omission solely as an officer) to
such further extent as may be provided by the articles of incorporation, the
bylaws, a resolution of the board of directors, or contract except for liability
arising out of conduct that constitutes (1) appropriation, in violation of their
duties, of any business opportunity of the corporation, (2) acts or omissions
which involve intentional misconduct or a knowing violation of law, (3) the
types of liability set forth in Section 14-2-832 of the Georgia Business
Corporation Code or (4) receipt of an improper personal benefit. An officer of
a corporation who is not a director is entitled to mandatory indemnification
under Section 14-2-852 of the Georgia Business Corporation Code and may apply to
a court under Section 14-2-854 of the Georgia Business Corporation Code for
indemnification, in each case to the same extent to which a director may be
entitled to indemnification under those provisions. Finally, a corporation may
also indemnify an 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, general or specific action by 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 any and all liability and expense (including, without
limitation, counsel fees and disbursements, and amounts of judgments, fines or
penalties against, or amounts paid in settlement by, a director, officer,
employee or agent) actually and reasonably incurred by him in connection with or
resulting from any threatened, pending or completed claim, action, suit 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 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 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.
(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.
Item 8. Exhibits.
Exhibit No. Description
4.1 Articles of Incorporation, restated as of December 16, 1997.
4.2 Bylaws, as amended to date. (Filed as Exhibit 3 to the
Corporation's Form 8-A as filed with the Commission on
November 25, 1997, and incorporated herein by this reference
thereto).
4.3 Rights Agreement, dated as of December 16, 1997, between Georgia-
Pacific Corporation and First Chicago Trust Company of New York,
with form of G-P Rights Certificate attached as Exhibit A-1, Form
of Timber Rights Certificate attached as Exhibit A-2, Series B
Preferred Stock Designation attached as Exhibit B-1 and Series C
Preferred Stock Designation attached as Exhibit B-2 (Filed as
Exhibit 4.3(ii) to the Corporation's Amendment No. 1 to
Registration Statement on Form S-4 dated October 29, 1997).
5 Opinion of James F. Kelley, Esq.
23 Consent of Arthur Andersen LLP.
23.1 Consent of James F. Kelley, Esq.
(see Exhibit 5)
24 Powers of Attorney.
99.1 1990 Long-Term Incentive Plan. (Filed as Exhibit 10.5(i) to the
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996, and incorporated herein by this reference
thereto).
99.2 Amendment No. 1 to 1990 Long-Term Incentive Plan. (Filed as
Exhibit 10.5(ii) to the Corporation's Annual Report on Form 10-K
for the year ended December 31, 1996, and incorporated herein by
this reference thereto).
99.3 Amendment No. 2 to the 1990 Long-Term Incentive Plan (Filed as
Exhibit 10.8(iii) to the Corporation's Quarterly Report on Form
10-Q for the quarter ended March 31, 1995, and incorporated
herein by this reference thereto).
99.4 1993 Employee Stock Option Plan (Filed as Exhibit 4.3 to the
Corporation's Form S-8 as filed with the Commission on February
23, 1993, and incorporated herein by this reference thereto).
99.5 Form of Replacement Option Under the 1993 Employee Stock Option
Plan (Georgia-Pacific Group Stock).
99.6 Form of Replacement Option Under the 1993 Employee Stock Option
Plan (Timber Stock).
99.7 1994 Employee Stock Option Plan (Filed as Exhibit 4.3 to the
Corporation's Form S-8 as filed with the Commission on March 25,
1994, and incorporated herein by this reference thereto).
99.8 Form of Replacement Option Under the 1994 Employee Stock Option
Plan (Georgia-Pacific Group Stock).
99.9 Form of Replacement Option Under the 1994 Employee Stock Option
Plan (Timber Stock).
99.10 Georgia-Pacific Corporation 1995 Shareholder Value
Incentive Plan, as Amended and Restated Effective December 16,
1997.
(Filed as Exhibit 10.8(iv) to the Corporation's Amendment No. 2
to Registration Statement on Form S-4 as filed with the
Commission on November 7, 1997.)
99.11 Form of Replacement Option Under the 1995 Shareholder Value
Incentive Plan (Georgia-Pacific Group Stock) (1995 Grant).
99.12 Form of Replacement Option Under the 1995 Shareholder Value
Incentive Plan (Timber Stock) (1995 Grant).
99.13 Form of Replacement Option Under the 1995 Shareholder Value
Incentive Plan (Georgia-Pacific Group Stock) (1996 Grant).
99.14 Form of Replacement Option Under the 1995 Shareholder Value
Incentive Plan (Timber Stock) (1996 Grant).
99.15 Form of Replacement Option Under the 1995 Shareholder Value
Incentive Plan (Georgia-Pacific Stock) (1997 Grant).
99.16 Form of Replacement Option Under the 1995 Shareholder Value
Incentive Plan (Timber Stock) (1997 Grant).
99.17 Form of Special Replacement Option Under the 1995 Shareholder
Value Incentive Plan (1997 Grant).
99.18 Form of Special Replacement Option Under the Amended 1995
Shareholder Value Incentive Plan (Timber Stock) (1997 Grant).
99.19 Georgia-Pacific Corporation/Georgia-Pacific Group
1997 Long-Term Incentive Plan. (Filed as Exhibit 10.10(i) to the
Corporation's Amendment No. 2 to Registration Statement on Form
S-4 as filed with the Commission on November 7, 1997.)
99.20 Georgia-Pacific Corporation/Timber Group
1997 Long-Term Incentive Plan. (Filed as Exhibit 10.10(ii) to the
Corporation's Amendment No. 2 to Registration Statement on Form
S-4 as filed with the Commission on November 7, 1997.)
99.21 Form of Timber Group 1997 Long-Term Incentive Plan Option.
The Registrant will submit or has submitted the Savings Plan and the
Hourly 401(k) Plan (the "Savings Plans") and any amendments thereto to the
Internal Revenue Service ("IRS") in a timely manner and has made or will
make all changes required by the IRS in order to qualify the Savings Plans
under Section 401 of the Internal Revenue Code of 1986, as amended.
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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that 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 Exchange Act that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(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, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 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
Commission such indemnification is against public policy as expressed in
the Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act
of 1933, as amended, 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 18th day of December, 1997.
GEORGIA-PACIFIC CORPORATION
(Registrant)
By: /s/ John F. McGovern
John F. McGovern
Executive Vice President - Finance and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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, December 18, 1997
A. D. Correll Chief Executive Officer and
President
(Principal Executive
Officer)
/s/ John F. McGovern Executive Vice President - December 18, 1997
John F. McGovern Finance and Chief Financial Officer
(Principal Financial Officer)
/s/ James E. Terrell Vice President and December 18, 1997
James E. Terrell Controller (Principal
Accounting Officer)
* Director December 18, 1997
Robert Carswell
* Director December 18, 1997
Jane Evans
* Director December 18, 1997
Donald V. Fites
* Director December 18, 1997
Harvey C. Fruehauf, Jr.
* Director December 18, 1997
Richard V. Giordano
* Director December 18, 1997
David R. Goode
* Director December 18, 1997
T. Marshall Hahn, Jr.
* Director December 18, 1997
M. Douglas Ivester
* Director December 18, 1997
Francis Jungers
* Director December 18, 1997
Louis W. Sullivan
* Director December 18, 1997
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.
Savings and Capital Growth Plan.
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Georgia-Pacific Corporation Savings and Capital Growth Plan 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 the
18th day of December, 1997.
GEORGIA-PACIFIC CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
By: GEORGIA-PACIFIC CORPORATION
Plan Administrator
By: /s/ Rebecca M. Crockford
Rebecca M. Crockford
Vice President - Compensation
and Benefits
Hourly 401(k) Savings Plan.
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Georgia-Pacific Corporation Hourly 401(k) Savings Plan 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 the 18th day of
December, 1997.
GEORGIA-PACIFIC CORPORATION
HOURLY 401(k) SAVINGS PLAN
By: GEORGIA-PACIFIC CORPORATION
Plan Administrator
By: /s/ Rebecca M. Crockford
Rebecca M. Crockford
Vice President - Compensation
and Benefits
INDEX TO EXHIBITS
Exhibit No. Sequentially Numbered Description
4.1 Articles of Incorporation, restated as of December 16, 1997.
*
4.2 Bylaws, as amended to date. (Filed as Exhibit 3 to the
Corporation's
Form 8-A as filed with the Commission on November 25, 1997, and
incorporated herein by this reference thereto).
4.3 Rights Agreement, dated as of December 16, 1997, between Georgia-
Pacific Corporation and First Chicago Trust Company of New York,
with form of G-P Group Rights Certificate attached as Exhibit A-
1, Form of Timber Group Rights Certificate attached as Exhibit A-
2, Series B Preferred Stock Designation attached as Exhibit B-1
and Series C Preferred Stock Designation attached as Exhibit B-2.
(Filed as Exhibit 4.3(ii) to the Corporation's Amendment No. 1 to
Registration Statement on Form S-4 dated October 29, 1997).
5 Opinion of James F. Kelley, Esq. *
23 Consent of Arthur Andersen LLP. *
23.1 Consent of James F. Kelley, Esq. *
(see Exhibit 5)
24 Powers of Attorney. *
99.1 1990 Long-Term Incentive Plan. (Filed as Exhibit 10.5(i) to the
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996, and incorporated herein by this reference
thereto).
99.2 Amendment No. 1 to 1990 Long-Term Incentive Plan. (Filed as
Exhibit 10.5(ii) to the Corporation's Annual Report on Form 10-K
for the year ended December 31, 1996, and incorporated herein by
this reference thereto).
99.3 Amendment No. 2 to the 1990 Long-Term Incentive Plan (Filed as
Exhibit 10.8(iii) to the Corporation's Quarterly Report on Form
10-Q for the quarter ended March 31, 1995, and incorporated
herein by this reference thereto).
99.4 1993 Employee Stock Option Plan (Filed as Exhibit 4.3 to the
Corporation's Form S-8 as filed with the Commission on February
23, 1993, and incorporated herein by this reference thereto).
99.5 Form of Replacement Option Under the 1993 Employee Stock Option
Plan (Georgia-Pacific Group Stock). *
99.6 Form of Replacement Option Under the 1993 Employee Stock Option
Plan (Timber Stock). *
99.7 1994 Employee Stock Option Plan (Filed as Exhibit 4.3 to the
Corporation's Form S-8 as filed with the Commission on March 25,
1994, and incorporated herein by this reference thereto).
99.8 Form of Replacement Option Under the 1994 Employee Stock Option
Plan (Georgia-Pacific Group Stock). *
99.9 Form of Replacement Option Under the 1994 Employee Stock Option
Plan (Timber Stock). *
99.10 Georgia-Pacific Corporation 1995 Shareholder Value
Incentive Plan, as Amended and Restated Effective December 16,
1997. (Filed as Exhibit 10.8(iv) to the Corporation's Amendment
No. 2 to Registration Statement on Form S-4 as filed with the
Commission on November 7, 1997.)
99.11 Form of Replacement Option Under the Shareholder Value Incentive
Plan (Georgia-Pacific Group Stock) (1995 Grant). *
99.12 Form of Replacement Option Under the Shareholder Value Incentive
Plan (Timber Stock) (1995 Grant). *
99.13 Form of Replacement Option Under the Shareholder Value Incentive
Plan (Georgia-Pacific Group Stock) (1996 Grant). *
99.14 Form of Replacement Option Under the Shareholder Value Incentive
Plan (Timber Stock) (1996 Grant). *
99.15 Form of Replacement Option Under the Shareholder Value Incentive
Plan (Georgia-Pacific Group Stock) (1997 Grant). *
99.16 Form of Replacement Option Under the Shareholder Value Incentive
Plan (Timber Stock) (1997 Grant). *
99.17 Form of Special Replacement Option Under the 1995 Shareholder
Value Incentive Plan (1997 Grant). *
99.18 Form of Special Replacement Option Under the Amended 1995
Shareholder Value Incentive Plan (Timber Stock) (1997 Grant).*
99.19 Georgia-Pacific Corporation/Georgia-Pacific Group
1997 Long-Term Incentive Plan. (Filed as Exhibit 10.10(i) to the
Corporation's Amendment No. 2 to Registration Statement on Form
S-4 as filed with the Commission on November 7, 1997.)
99.20 Georgia-Pacific Corporation/Timber Group
1997 Long-Term Incentive Plan. (Filed as Exhibit 10.10(ii) to the
Corporation's Amendment No. 2 to Registration Statement on Form
S-4 as filed with the Commission on November 7, 1997.)
99.21 Form of Timber Group 1997 Long-Term Incentive
Plan Option. *
*Filed by EDGAR.
GEORGIA-PACIFIC CORPORATION
Law Department 133 Peachtree
Street, N.E.
P.O. Box 105605
James F. Kelley Atlanta, Georgia
Senior Vice 30348-5605
President - Law Telephone (404)
and General Counsel 652-5440
Facsimile (404)
584-1461
December 18, 1997
To the Board of Directors of
Georgia-Pacific Corporation
Ladies and Gentlemen:
As Senior Vice President - Law and General Counsel of Georgia-Pacific
Corporation, a Georgia corporation (the "Corporation"), I have reviewed the
proceedings relative to the authorization of the Georgia-Pacific Corporation
1990 Long-Term Incentive Plan, the Georgia-Pacific Corporation 1993 Employee
Stock Option Plan, the Georgia-Pacific Corporation 1994 Employee Stock Option
Plan, the Georgia-Pacific Corporation 1995 Shareholder Value Incentive Plan, as
Amended and Restated, the Georgia-Pacific Corporation/Georgia-Pacific Group
1997 Long-Term Incentive Plan and the Georgia-Pacific Corporation/Timber Group
1997 Long-Term Incentive Plan (collectively, the "Option Plans"), together
with the Georgia-Pacific Corporation Savings and Capital Growth Plan and the
Georgia-Pacific Corporation Hourly 401(k) Plan (together, the "Savings Plans"
and, collectively with the Option Plans, the "Plans") of the Corporation
pursuant to which the Corporation proposes (i) to grant to certain officers and
key employees options to purchase and (ii) to enable eligible employees
participating in the Savings Plans to purchase up to an aggregate of 11,676,940
shares of Georgia-Pacific Corporation - Georgia-Pacific Group Common Stock, par
value $.80 per share ("G-P Group Common Stock"), and up to an aggregate of
9,476,940 shares of Georgia-Pacific Corporation - Timber Group Common Stock,
par value $.80 per share ("Timber Group Common Stock"), subject to adjustment
upon the occurrence of certain events.
I am of the opinion that the shares of G-P Group Common Stock and Timber
Group Common Stock (i) issuable upon the exercise of the options pursuant to
the Option Plans and (ii) to be purchased pursuant to the Savings Plans, all as
described in the Registration Statement on Form S-8 filed on December 18, 1997
(the "Registration Statement"), under the Securities Act of 1933, as amended,
have been duly authorized and, when issued in accordance with the provisions of
the respective Plans, 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 bar of the State of New York 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 State of New York and
the federal laws of the United States. Insofar as this opinion relates to
matters of Georgia law, I have relied on an 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
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in the Registration Statement of (i) our reports dated February 7,
1997 included in Georgia-Pacific Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996, as amended by Georgia-Pacific's Annual Report
on Form 10-K/A filed on March 17, 1997 and its Annual Report on Form 10-K/A-1
filed on March 25, 1997, (ii) our report dated April 29, 1997 on the financial
statements of the Georgia-Pacific Corporation Savings and Capital Growth Plan
and included in that Plan's Annual Report on Form 11-K for the year ended
December 31, 1996, and (iii) our report dated April 29, 1997 on the financial
statements of the Georgia-Pacific Corporation Hourly 401(k) Savings Plan
included in that Plan's Annual Report on Form 11-K for the year ended December
31, 1996, and to all references to our Firm included in this Registration
Statement.
/s/ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Atlanta, Georgia
December 18, 1997
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 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 Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive 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, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase 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 (4) 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 4th
day of February, 1997.
/s/ ROBERT CARSWELL
ROBERT CARSWELL
<PAGE>
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 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 Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive 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, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase 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 (4) 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 4th
day of February, 1997.
/s/ JANE EVANS
JANE EVANS
<PAGE>
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 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 Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive 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, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase 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 (4) 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 4th
day of February, 1997.
/s/ DONALD V. FITES
DONALD V. FITES
<PAGE>
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 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 Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive 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, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase 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 (4) 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 4th
day of February, 1997.
/s/ HARVEY C. FRUEHAUF, JR.
HARVEY C. FRUEHAUF, JR.
<PAGE>
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 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 Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive 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, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase 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 (4) 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 4th
day of February, 1997.
/s/ RICHARD V. GIORDANO
RICHARD V. GIORDANO
<PAGE>
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 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 Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive 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, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase 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 (4) 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 4th
day of February, 1997.
/s/ DAVID R. GOODE
DAVID R. GOODE
<PAGE>
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 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 Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive 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, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase 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 (4) 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 4th
day of February, 1997.
/s/ T. MARSHALL HAHN, JR.
T. MARSHALL HAHN, JR.
<PAGE>
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 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 Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive 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, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase 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 (4) 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 4th
day of February, 1997.
/s/ M. DOUGLAS IVESTER
M. DOUGLAS IVESTER
<PAGE>
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 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 Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive 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, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase 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 (4) 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 4th
day of February, 1997.
/s/ FRANCIS JUNGERS
FRANCIS JUNGERS
<PAGE>
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 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 Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive 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, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase 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 (4) 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 4th
day of February, 1997.
/s/ LOUIS W. SULLIVAN
LOUIS W. SULLIVAN
<PAGE>
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 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 Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive 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, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase 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 (4) 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 4th
day of February, 1997.
/s/ JAMES B. WILLIAMS
JAMES B. WILLIAMS
RESTATED ARTICLES OF INCORPORATION
OF
GEORGIA-PACIFIC CORPORATION
PURSUANT TO SECTION 14-2-1007 OF THE
GEORGIA BUSINESS CORPORATION CODE
I.
The name of the Corporation is:
"GEORGIA-PACIFIC CORPORATION."
II.
These Restated Articles of Incorporation were approved by the Board of
Directors of the Corporation at a special meeting on September 17, 1997. These
Restated Articles of Incorporation contain amendments requiring shareholder
approval, which amendments were duly approved at a special meeting of the
shareholders of the Corporation on December 16, 1997 in accordance with the
provisions of Section 14-2-1003 of the Georgia Business Corporation Code. These
Restated Articles of Incorporation restate all the provisions of the prior
Restated Articles of Incorporation of the Corporation dated October 30, 1989 so
that, as amended and restated, these Restated Articles of Incorporation read as
follows:
RESTATED ARTICLES OF INCORPORATION
OF
GEORGIA-PACIFIC CORPORATION
ARTICLE I.
The name of the Corporation is:
"GEORGIA-PACIFIC CORPORATION."
ARTICLE II.
The Corporation is organized pursuant to the provisions of the Georgia
Business Corporation Code.
ARTICLE III.
The aggregate number of shares of capital stock which the Corporation shall
have authority to issue is 685,000,000 shares of which 400,000,000 shares shall
be shares of a class of common stock designated as "Common Stock" having a par
value of $.80 per share (the "Existing Common Stock"), 250,000,000 shares
shall be shares of a class of common stock designated as "Georgia-Pacific
Corporation-Timber Group Common Stock," having a par value of $.80 per share
(the "Timber Stock), 10,000,000 shares shall be shares of a class of
preferred stock, without par value per share (the "Preferred Stock"), and
25,000,000 shares shall be shares of a class of junior preferred stock, without
par value per share (the "Junior Preferred Stock"). As of the effective date
of the Articles, and without any further action on the part of the Corporation
or its shareholders, each share of the Existing Common Stock then authorized
shall automatically be redesignated and changed into one fully paid and
nonassessable share of "Georgia-Pacific Corporation-Georgia-Pacific Group
Common Stock", having a par value of $.80 per share (the "Georgia-Pacific
Group Stock", and together with the Timber Stock, the "Common Stock").
Reference to the Articles or these Articles of Incorporation shall refer to
these Restated Articles of Incorporation as the same may be amended from time to
time. Certain capitalized terms used in Articles IV and V shall have the
meanings set forth in Section F. of Article V.
The authorized but unissued shares of Preferred Stock, Junior Preferred Stock
and Common Stock shall be available for issue and sale at any time and from time
to time, either in whole or in part, and upon such terms and conditions and, in
the case of the Preferred Stock and Junior Preferred Stock, for such
consideration, not less than the par value thereof, if any, as may be provided
by the Board of Directors of the Corporation.
ARTICLE IV.
The following is a description of the terms, provisions, preferences, rights,
voting powers, restrictions and qualifications of the Preferred Stock:
A. Dividends on the Preferred Stock shall be cumulative.
B. At any time after full cumulative dividends for all previous dividend
periods shall have been paid on the Preferred Stock and each other class of
stock (if any) ranking prior to or on a parity with the Preferred Stock as to
dividends, and after declaring and setting aside a sum sufficient for the
payment in full of the quarterly dividends on the Preferred Stock and each
such other class of stock for the then current dividend period, then, but not
prior thereto, out of any funds of the Corporation lawfully available
therefor, dividends may be declared on the class or classes of stock junior
to the Preferred Stock as to dividends, subject to the respective terms and
provisions (if any) applying thereto. If at any time the Corporation shall
fail to pay full cumulative dividends on any shares of the Preferred Stock,
thereafter until such dividends shall have been paid or declared and set
apart for payment, the Corporation shall not purchase, redeem or otherwise
acquire for consideration any shares of any class of stock then outstanding
and ranking on a parity with or junior to the Preferred Stock.
C. In the event of any voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Corporation, after payment or provision
for payment of the debts, preferred stock senior to the Preferred Stock and
other liabilities of the Corporation and before any distribution to the
holders of the Common Stock, the Junior Preferred Stock or any other
subordinate preferred stock, the holders of each series of the Preferred
Stock shall be entitled to receive out of the net assets of the Corporation
an amount in cash for each share equal to the amount fixed and determined by
the Board of Directors in the resolution providing for the issuance of the
particular series of Preferred Stock, plus all dividends accumulated and
unpaid on each such share of Preferred Stock up to the date fixed for
distribution, and no more. If the above-stated amount payable in such event
to the holders of the Preferred Stock cannot be paid in full, the holders of
the shares of Preferred Stock shall share ratably in any distribution of
assets in proportion to the sums which would have been paid to them upon such
distribution if all sums payable were paid and discharged in full. Neither
the merger or consolidation of the Corporation, nor the sale, lease or
conveyance of all or a part of its assets, shall be deemed to be a
liquidation, dissolution or winding up of the affairs of the Corporation.
D. The Preferred Stock shall rank prior to the Common Stock and the Junior
Preferred Stock both as to dividends and assets, and any class or classes of
stock shall be deemed to rank (i) prior to the Preferred Stock either as to
dividends or assets if the holders of such class or classes shall be entitled
to the receipt of dividends or of amounts distributable upon liquidation,
dissolution or winding up, as the case may be, in preference or priority to
the holders of the Preferred Stock; (ii) on a parity with the Preferred Stock
either as to dividends or assets, whether or not the dividend rates, dividend
payment dates or redemption or liquidation prices per share thereof be
different from those of the Preferred Stock, if the holders of such class or
classes of stock shall be entitled to the receipt of dividends or of amounts
distributable upon liquidation, dissolution or winding up, as the case may
be, in proportion to their respective dividend rates or liquidation prices,
without preference or priority one over the other with respect to the holders
of the Preferred Stock; and (iii) junior to the Preferred Stock either as to
dividends or assets, if the rights of the holders of such class or classes
shall be subject or subordinate to the rights of the holders of the Preferred
Stock in respect of the receipt of dividends or of amounts distributable upon
liquidation, dissolution or winding up, as the case may be.
E. All shares of Preferred Stock shall be identical except that the Board
of Directors of the Corporation is hereby expressly authorized and empowered
to divide the class of Preferred Stock into one or more series, and, prior to
the issuance of any of such shares in any particular series, to fix and
determine, in the manner provided by law, the number of shares to constitute
such series as well as the provisions of such series described in clauses (a)
through (h) below, and, after a series has been established hereunder by the
Board of Directors and unless otherwise specifically provided in the original
resolution establishing such series, to increase or decrease at any time and
from time to time, in the manner provided by law, the number of shares
included in such series (but not below the number of shares thereof then
issued) by subsequent resolutions adopted by the Board of Directors
(provided, however, that the Board of Directors shall not be authorized to
increase or decrease the number of shares included in the Series A Adjustable
Rate Convertible Preferred Stock, in the Series B Adjustable Rate Convertible
Preferred Stock or in the Series B Adjustable Rate Convertible Preferred
Stock (2nd Issue)):
(a) The distinctive designation of such series;
(b) The rate of dividends, the times of payment and date from which the
dividends shall be accumulated;
(c) Whether shares can be redeemed and, if so, the redemption price and
terms and conditions of redemption;
(d) The amount payable upon shares in the event of voluntary or
involuntary liquidation;
(e) Purchase, retirement or sinking fund provisions, if any, for the
redemption or purchase of shares;
(f) The terms and conditions, if any, on which shares may be converted;
(g) Whether or not shares have voting rights, and the extent of any
such voting rights (including, without limitation, the right to elect
directors); and
(h) Any other preferences, rights, restrictions and qualifications of
shares of such class or series permitted by law and these Articles of
Incorporation.
F. Each share of Preferred Stock within an individual series shall be
identical in all respects with the other shares of such series, except for
such changes in dates from which dividends shall first accrue and other
details which because of the passage of time are required to be made in order
for the substantive rights of the holders of the shares of such series to be
identical.
The following is a description of the terms, provisions, preferences, rights,
voting powers, restrictions and qualifications of the Junior Preferred Stock:
A. Dividends on the Junior Preferred Stock shall be cumulative.
B. At any time after full cumulative dividends for all previous dividend
periods shall have been paid on the Junior Preferred Stock and each other
class of stock ranking prior to or on a parity with the Junior Preferred
Stock as to dividends, and after declaring and setting aside a sum sufficient
for the payment in full of the quarterly dividends on the Junior Preferred
Stock and each such other class of stock for the then current dividend
period, then, but not prior thereto, out of any funds of the Corporation
lawfully available therefor, dividends may be declared on the class or
classes of stock junior to the Junior Preferred Stock as to dividends,
subject to the respective terms and provisions (if any) applying thereto. If
at any time the Corporation shall fail to pay full cumulative dividends on
any shares of the Junior Preferred Stock, thereafter until such dividends
shall have been paid or declared and set apart for payment, the Corporation
shall not purchase, redeem or otherwise acquire for consideration any shares
of any class of stock then outstanding and ranking on a parity with or junior
to the Junior Preferred Stock.
C. In the event of any voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Corporation, after payment or provision
for payment of the debts, the Preferred Stock, any other preferred stock
senior to the Junior Preferred Stock and other liabilities of the Corporation
and before any distribution to the holders of the Common Stock or any
subordinate preferred stock, the holders of each series of the Junior
Preferred Stock shall be entitled to receive out of the net assets of the
Corporation an amount in cash for each share equal to the amount fixed and
determined by the Board of Directors in the resolution providing for the
issuance of the particular series of Junior Preferred Stock, plus all
dividends accumulated and unpaid on each such share of Junior Preferred Stock
up to the date fixed for distribution, and no more. If the above-stated
amount payable in such event to the holders of the Junior Preferred Stock
cannot be paid in full, the holders of the shares of Junior Preferred Stock
shall share ratably in any distribution of assets in proportion to the sums
which would have been paid to them upon such distribution if all sums payable
were paid and discharged in full. Neither the merger or consolidation of the
Corporation, nor the sale, lease or conveyance of all or a part of its
assets, shall be deemed to be a liquidation, dissolution or winding up of the
affairs of the Corporation.
D. The Junior Preferred Stock shall rank prior to the Common Stock both as
to dividends and assets, and any class or classes of stock shall be deemed to
rank (i) prior to the Junior Preferred Stock either as to dividends or assets
if the holders of such class or classes shall be entitled to the receipt of
dividends or of amounts distributable upon liquidation, dissolution or
winding up, as the case may be, in preference or priority to the holders of
the Junior Preferred Stock; (ii) on a parity with the Junior Preferred Stock
either as to dividends or assets, whether or not the dividend rates, dividend
payment dates or redemption or liquidation prices per share thereof be
different from those of the Junior Preferred Stock, if the holders of such
class or classes of stock shall be entitled to the receipt of dividends or of
amounts distributable upon liquidation, dissolution or winding up, as the
case may be, in proportion to their respective dividend rates or liquidation
prices, without preference or priority one over the other with respect to the
holders of the Junior Preferred Stock; and (iii) junior to the Junior
Preferred Stock either as to dividends or assets, if the rights of the
holders of such class or classes shall be subject or subordinate to the
rights of the holders of the Junior Preferred Stock in respect of the receipt
of dividends or of amounts distributable upon liquidation, dissolution or
winding up, as the case may be.
E. All shares of Junior Preferred Stock shall be identical except that the
Board of Directors of the Corporation is hereby expressly authorized and
empowered to divide the class of Junior Preferred Stock into one or more
series, and, prior to the issuance of any of such shares in any particular
series, to fix and determine, in the manner provided by law, the number of
shares to constitute such series as well as the provisions of such series
described in clauses (a) through (h) below, and, after a series has been
established hereunder by the Board of Directors and unless otherwise
specifically provided in the original resolution establishing such series, to
increase or decrease at any time and from time to time, in the manner
provided by law, the number of shares included in such series (but not below
the number of shares thereof then issued) by subsequent resolutions adopted
by the Board of Directors:
(a) The distinctive designation of such series;
(b) The rate of dividends, the times of payment and the date from which
the dividends shall be accumulated;
(c) Whether shares can be redeemed and, if so, the redemption price and
terms and conditions of redemption;
(d) The amount payable upon shares in the event of voluntary or
involuntary liquidation;
(e) Purchase, retirement or sinking fund provisions, if any, for the
redemption or purchase of shares;
(f) The terms and conditions, if any, on which shares may be converted;
(g) Whether or not shares have voting rights, and the extent of any
such voting rights (including, without limitation, the right to elect
directors); and
(h) Any other preferences, rights, restrictions and qualifications of
shares of such class or series, permitted by law and these Articles of
Incorporation.
F. Each share of the Junior Preferred Stock within an individual series
shall be identical in all respects with the other shares of such series,
except for such changes in dates from which dividends shall first accrue and
other details which because of the passage of time are required to be made in
order for the substantive rights of the holders of the shares of such series
to be identical.
G. The Board of Directors of the Corporation is hereby expressly
authorized and empowered to declare and pay dividends, in the manner provided
by law, in shares of Junior Preferred Stock in respect to any class of stock
of the Corporation, without the consent of any of the holders of Junior
Preferred Stock then outstanding.
The Corporation shall have the full power to purchase and otherwise acquire
and dispose of its own shares and securities granted by the laws of the State of
Georgia and shall have the right to purchase its shares out of its unreserved
and unrestricted capital surplus available therefor, out of its unreserved and
unrestricted earned surplus available therefor, as well as out of any other
funds legally available therefor. Any Preferred Stock and Junior Preferred Stock
reacquired by the Corporation shall automatically be cancelled upon such
reacquisition but shall remain as authorized Preferred Stock and Junior
Preferred Stock hereunder.
No holder of any stock of any class of the Corporation shall, as such holder,
have any preemptive or preferential right of subscription for any stock of any
class of the Corporation or for any obligations convertible into stock or for
any right of subscription for, or any warrant or option for, the purchase of any
thereof, other than such (if any) as the Board of Directors of the Corporation
in its discretion may determine from time to time.
The following are the voting powers, designation, preferences and relative,
participating, optional and other special rights, and qualifications,
limitations and restrictions, in addition to those previously set forth in this
Article IV, of "Series A Junior Preferred Stock":
Section 1. Designation and Amount. The shares of such series shall be
designated as "Series A Junior Preferred Stock" and the number of shares
constituting such series shall be zero.
Section 2. Dividends and Distributions. (A) Subject to the prior and
superior rights of the holders of any shares of any other series of Junior
Preferred Stock or any other shares of preferred stock of the Corporation
ranking prior and superior to the shares of Series A Junior Preferred Stock
with respect to dividends, each holder of one one-hundredth (1/100) of a
share (a "Unit") of Series A Junior Preferred Stock shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds
legally available for that purpose, (i) quarterly dividends payable in cash
on the first day of January, April, July and October in each year (each such
date being a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of such Unit of
Series A Junior Preferred Stock, in an amount per Unit (rounded to the
nearest cent) equal to the greater of (a) $0.35 or (b) subject to the
provision for adjustment hereinafter set forth, the aggregate per share
amount of all cash dividends declared on shares of the Common Stock since the
immediately preceding Quarterly Dividend Payment Date or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of a Unit of
Series A Junior Preferred Stock, and (ii) subject to the provision for
adjustment hereinafter set forth, quarterly distributions (payable in kind)
on each Quarterly Dividend Payment Date in an amount per Unit equal to the
aggregate per share amount of all non-cash dividends or other distributions
(other than a dividend payable in shares of Common Stock or a subdivision of
the outstanding shares of Common Stock, by reclassification or otherwise)
declared on shares of Common Stock since the immediately preceding Quarterly
Dividend Payment Date, or with respect to the first Quarterly Dividend
Payment Date, since the first issuance of a Unit of Series A Junior Preferred
Stock. In the event that the Corporation shall at any time after July 31,
1989 (the "Rights Declaration Date") (i) declare any dividend on
outstanding shares of Common Stock payable in shares of Common Stock, (ii)
subdivide outstanding shares of Common Stock or (iii) combine outstanding
shares of Common Stock into a smaller number of shares, then in each such
case the amount to which the holder of a Unit of Series A Junior Preferred
Stock was entitled immediately prior to such event pursuant to the preceding
sentence shall be adjusted by multiplying such amount by a fraction the
numerator of which shall be the number of shares of Common Stock that are
outstanding immediately after such event and the denominator of which shall
be the number of shares of Common Stock that were outstanding immediately
prior to such event.
(B) The Corporation shall declare a dividend or distribution on Units of
Series A Junior Preferred Stock as provided in paragraph (A) above
immediately after it declares a dividend or distribution on the shares of
Common Stock (other than a dividend payable in shares of Common Stock);
provided, however, that, in the event no dividend or distribution shall have
been declared on the Common Stock during the period between any Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend Payment
Date, a dividend of $0.35 per Unit on the Series A Junior Preferred Stock
shall nevertheless be payable on such subsequent Quarterly Dividend Payment
Date.
(C) Dividends shall begin to accrue and shall be cumulative on each
outstanding Unit of Series A Junior Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issuance of such Unit of
Series A Junior Preferred Stock, unless the date of issuance of such Unit is
prior to the record date for the first Quarterly Dividend Payment Date, in
which case, dividends on such Unit shall begin to accrue from the date of
issuance of such Unit, or unless the date of issuance is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of
holders of Units of Series A Junior Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in either
of which events such dividends shall begin to accrue and be cumulative from
such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not
bear interest. Dividends paid on Units of Series A Junior Preferred Stock in
an amount less than the aggregate amount of all such dividends at the time
accrued and payable on such Units shall be allocated pro rata on a unit-by-
unit basis among all Units of Series A Junior Preferred Stock at the time
outstanding. The Board of Directors may fix a record date for the
determination of holders of Units of Series A Junior Preferred Stock entitled
to receive payment of a dividend or distribution declared thereon, which
record date shall be no more than 30 days prior to the date fixed for the
payment thereof.
Section 3. Voting Rights. The holders of Units of Series A Junior
Preferred Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set forth, each
Unit of Series A Junior Preferred Stock shall entitle the holder thereof
to one vote on all matters submitted to a vote of the shareholders of the
Corporation. In the event the Corporation shall at any time after the
Rights Declaration Date (i) declare any dividend on outstanding shares of
Common Stock payable in shares of Common Stock, (ii) subdivide outstanding
shares of Common Stock or (iii) combine the outstanding shares of Common
Stock into a smaller number of shares, then in each such case the number
of votes per Unit to which holders of Units of Series A Junior Preferred
Stock were entitled immediately prior to such event shall be adjusted by
multiplying such number by a fraction the numerator of which shall be the
number of shares of Common Stock outstanding immediately after such event
and the denominator of which shall be the number of shares of Common Stock
that were outstanding immediately prior to such event.
(B) Except as otherwise provided herein or by law, the holders of Units
of Series A Junior Preferred Stock and the holders of shares of Common
Stock shall vote together as one class on all matters submitted to a vote
of shareholders of the Corporation.
(C) (i) If at any time dividends on any Units of Series A Junior
Preferred Stock shall be in arrears in an amount equal to six quarterly
dividends thereon, then during the period (a ''default period'') from the
occurrence of such event until such time as all accrued and unpaid
dividends for all previous quarterly dividend periods and for the current
quarterly dividend period on all Units of Series A Junior Preferred Stock
then outstanding shall have been declared and paid or set apart for
payment, all holders of Units of Series A Junior Preferred Stock, voting
separately as a class, shall have the right to elect two Directors.
(ii) During any default period, such voting rights of the holders of
Units of Series A Junior Preferred Stock may be exercised initially at a
special meeting called pursuant to subparagraph (iii) of this Section 3(C)
or at any annual meeting of shareholders, and thereafter at annual
meetings of shareholders, provided that neither such voting rights nor any
right of the holders of Units of Series A Junior Preferred Stock to
increase, in certain cases, the authorized number of Directors may be
exercised at any meeting unless one-third of the outstanding Units of
Series A Junior Preferred Stock shall be present at such meeting in person
or by proxy. The absence of a quorum of the holders of Common Stock shall
not affect the exercise by the holders of Units of Series A Junior
Preferred Stock of such rights. At any meeting at which the holders of
Units of Series A Junior Preferred Stock shall exercise such voting right
initially during an existing default period, they shall have the right,
voting separately as a class, to elect Directors to fill up to two
vacancies in the Board of Directors, if any such vacancies may then exist,
or, if such right is exercised at an annual meeting, to elect two
Directors. If the number which may be so elected at any special meeting
does not amount to the required number, the holders of the Series A Junior
Preferred Stock shall have the right to make such increase in the number
of Directors as shall be necessary to permit the election by them of the
required number. After the holders of Units of Series A Junior Preferred
Stock shall have exercised their right to elect Directors during any
default period, the number of Directors shall not be increased or
decreased except as approved by a vote of the holders of Units of Series A
Junior Preferred Stock as herein provided or pursuant to the rights of any
equity securities ranking senior to the Series A Junior Preferred Stock.
(iii) Unless the holders of Series A Junior Preferred Stock shall,
during an existing default period, have previously exercised their right
to elect Directors, the Board of Directors may order, or any shareholder
or shareholders owning in the aggregate not less than 25% of the total
number of Units of Series A Junior Preferred Stock outstanding may request
in writing, the calling of a special meeting of the holders of Units of
Series A Junior Preferred Stock, which meeting shall thereupon be called
by the Secretary of the Corporation. Notice of such meeting and of any
annual meeting at which holders of Units of Series A Junior Preferred
Stock are entitled to vote pursuant to this paragraph (C)(iii) shall be
given to each holder of record of Units of Series A Junior Preferred Stock
by mailing a copy of such notice to him at his last address as the same
appears on the books of the Corporation. Such meeting shall be called for
a time not earlier than 10 days and not later than 60 days after such
order or request or in default of the calling of such meeting within 60
days after such order or request, such meeting may be called on similar
notice by any shareholder or shareholders owning in the aggregate not less
than 25% of the total number of outstanding Units of Series A Junior
Preferred Stock.
(iv) During any default period, the holders of shares of Common Stock
and Units of Series A Junior Preferred Stock, and other classes or series
of stock of the Corporation, if applicable, shall continue to be entitled
to elect all the Directors until the holders of Units of Series A Junior
Preferred Stock shall have exercised their right to elect two Directors
voting as a separate class, after the exercise of which right (x) the
Directors so elected by the holders of Units of Series A Junior Preferred
Stock shall continue in office until their successors shall have been
elected by such holders or until the expiration of the default period, and
(y) any vacancy in the Board of Directors may (except as provided in
paragraph (C)(ii) of this Section 3) be filled by a vote of a majority of
the remaining Directors theretofore elected by the holders of the class of
capital stock which elected the Director whose office shall have become
vacant. References in this paragraph (C) to Directors elected by the
holders of a particular class of capital stock shall include Directors
elected by such Directors to fill vacancies as provided in clause (y) of
the foregoing sentence.
(v) Immediately upon the expiration of a default period, (x) the right
of the holders of Units of Series A Junior Preferred Stock as a separate
class to elect Directors shall cease, (y) the term of any Directors
elected by the holders of Units of Series A Junior Preferred Stock as a
separate class shall terminate, and (z) the number of Directors shall be
such number as may be provided for in the Articles or by-laws irrespective
of any increase made pursuant to the provisions of paragraph (C)(ii) of
this Section 3 (such number being subject, however, to change thereafter
in any manner provided by law or in the Articles or by-laws). Any
vacancies in the Board of Directors effected by the provisions of clauses
(y) and (z) in the preceding sentence may be filled by a majority of the
remaining Directors.
(vi) The provisions of this paragraph (C) shall govern the election of
Directors by holders of Units of Series A Junior Preferred Stock during
any default period notwithstanding any provisions of the Articles to the
contrary.
(D) Except as set forth herein, holders of Units of Series A Junior
Preferred Stock shall have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote with
holders of Shares of Common Stock as set forth herein) for taking any
corporate action.
Section 4. Certain Restrictions. (A) Whenever quarterly dividends or
other dividends or distributions payable on Units of Series A Junior
Preferred Stock as provided in Section 2 are in arrears, thereafter and until
all accrued and unpaid dividends and distributions, whether or not declared,
on outstanding Units of Series A Junior Preferred Stock shall have been paid
in full, the Corporation shall not
(i) declare or pay dividends on, make any other distributions on, or
redeem or purchase or otherwise acquire for consideration any shares of
junior stock;
(ii) declare or pay dividends on or make any other distributions on any
shares of parity stock, except dividends paid ratably on Units of Series A
Junior Preferred Stock and shares of all such parity stock on which
dividends are payable or in arrears in proportion to the total amounts to
which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares
of any parity stock, provided, however, that the Corporation may at any
time redeem, purchase or otherwise acquire shares of any such parity stock
in exchange for shares of any junior stock; or
(iv) purchase or otherwise acquire for consideration any Units of
Series A Junior Preferred Stock, except in accordance with a purchase
offer made in writing or by publication (as determined by the Board of
Directors) to all holders of such Units.
(B) The Corporation shall not permit any subsidiary of the Corporation to
purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section
4, purchase or otherwise acquire such shares at such time and in such manner.
Section 5. Reacquired Shares. Any Units of Series A Junior Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled automatically upon the acquisition
thereof. All such Units shall, upon their cancellation, become authorized but
unissued Units of Junior Preferred Stock and may be reissued as part of a new
series of Junior Preferred Stock to be created by resolution or resolutions
of the Board of Directors, subject to the conditions and restrictions on
issuance set forth herein.
Section 6. Liquidation, Dissolution or Winding Up. (A) Upon any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, no distribution shall be made (i) to the holders of shares of
junior stock unless the holders of Units of Series A Junior Preferred Stock
shall have received, subject to adjustment as hereinafter provided in
paragraph (B), the greater of either (a) $.01 per Unit plus an amount equal
to accrued and unpaid dividends and distributions thereon, whether or not
earned or declared, to the date of such payment, or (b) the amount per Unit
equal to the aggregate per share amount to be distributed to holders of
shares of Common Stock, or (ii) to the holders of shares of parity stock,
unless simultaneously therewith distributions are made ratably on Units of
Series A Junior Preferred Stock and all other shares of such parity stock in
proportion to the total amounts to which the holders of Units of Series A
Junior Preferred Stock are entitled under clause (i)(a) of this sentence and
to which the holders of shares of such parity stock are entitled, in each
case upon such liquidation, dissolution or winding up.
(B) In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on outstanding shares of Common
Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of
Common Stock, or (iii) combine outstanding shares of Common Stock into a
smaller number of shares, then in each such case the aggregate amount to
which holders of Units of Series A Junior Preferred Stock were entitled
immediately prior to such event pursuant to clause (i)(b) of paragraph (A) of
this Section 6 shall be adjusted by multiplying such amount by a fraction the
numerator of which shall be the number of shares of Common Stock that are
outstanding immediately after such event and the denominator of which shall
be the number of shares of Common Stock that were outstanding immediately
prior to such event.
Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or converted into other
stock or securities, cash and/or any other property, then in any such case
Units of Series A Junior Preferred Stock shall at the same time be similarly
exchanged for or converted into an amount per Unit (subject to the provision
for adjustment hereinafter set forth) equal to the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is converted or
exchanged. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on outstanding shares of Common
Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of
Common Stock, or (iii) combine outstanding Common Stock into a smaller number
of shares, then in each such case the amount set forth in the immediately
preceding sentence with respect to the exchange or conversion of Units of
Series A Junior Preferred Stock shall be adjusted by multiplying such amount
by a fraction the numerator of which shall be the number of shares of Common
Stock that are outstanding immediately after such event and the denominator
of which shall be the number of shares of Common Stock that were outstanding
immediately prior to such event.
Section 8. Redemption. The Units of Series A Junior Preferred Stock
shall not be redeemable.
Section 9. Ranking. The Units of Series A Junior Preferred Stock shall
rank junior to all other series of the Junior Preferred Stock and to any
other class of preferred stock that hereafter may be issued by the
Corporation as to the payment of dividends and the distribution of assets,
unless the terms of any such series or class shall provide otherwise.
Section 10. Amendment. The Articles, including, without limitation,
this resolution, shall not hereafter be amended, either directly or
indirectly, or through merger or consolidation with another corporation, in
any manner that would alter or change the powers, preferences or special
rights of the Series A Junior Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of a majority or more of the
outstanding Units of Series A Junior Preferred Stock, voting separately as a
class.
Section 11. Fractional Shares. The Series A Junior Preferred Stock may
be issued in Units or other fractions of a share, which Units or fractions
shall entitle the holder, in proportion to such holder's fractional shares,
to exercise voting rights, receive dividends, participate in distributions
and to have the benefit of all other rights of holders of Series A Junior
Preferred Stock.
Section 12. Certain Definitions. As used herein with respect to the
Series A Junior Preferred Stock, the following terms shall have the following
meanings:
(A) The term "Common Stock" shall mean the class of stock designated
as the common stock, par value $.80 per share, of the Corporation at the
date hereof or any other class of stock resulting from successive changes
or reclassification of the common stock.
(B) The term "junior stock" (i) as used in Section 4, shall mean the
Common Stock and any other class or series of capital stock of the
Corporation hereafter authorized or issued over which the Series A Junior
Preferred Stock has preference or priority as to the payment of dividends
and (ii) as used in Section 6, shall mean the Common Stock and any other
class or series of capital stock of the Corporation over which the Series
A Junior Preferred Stock has preference or priority in the distribution of
assets on any liquidation, dissolution or winding up of the Corporation.
(C) The term "parity stock" (i) as used in Section 4, shall mean any
class or series of stock of the Corporation hereafter authorized or issued
ranking pari passu with the Series A Junior Preferred Stock as to
dividends and (ii) as used in Section 6, shall mean any class or series of
capital stock ranking pari passu with the Series A Junior Preferred Stock
in the distribution of assets on any liquidation, dissolution or winding
up.
The following are the voting powers, designation, preferences and relative,
participating, optional and other special rights, and qualifications,
limitations and restrictions, in addition to those previously set forth in this
Article IV, of ''Series B Junior Preferred Stock'':
Section 1. Designation and Amount. The shares of such series shall be
designated as "Series B Junior Preferred Stock" and the number of shares
constituting such series shall be 5,000,000.
Section 2. Dividends and Distributions. (A) Subject to the prior and
superior rights of the holders of any shares of any other series of Preferred
Stock or Junior Preferred Stock or any other shares of capital stock of the
Corporation ranking prior and superior to the shares of Series B Junior
Preferred Stock with respect to dividends, each holder of one one-hundredth
(1/100) of a share (a "Unit") of Series B Junior Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors out
of funds legally available for that purpose, (i) quarterly dividends payable
in cash on the first day of January, April, July and October in each year
(each such date being a "Quarterly Dividend Payment Date"), commencing on
the first Quarterly Dividend Payment Date after the first issuance of such
Unit of Series B Junior Preferred Stock, in an amount per Unit (rounded to
the nearest cent) equal to the greater of (a) $0.35 or (b) subject to the
provision for adjustment hereinafter set forth, the aggregate per share
amount of all cash dividends declared on shares of the Georgia-Pacific Group
Stock since the immediately preceding Quarterly Dividend Payment Date or,
with respect to the first Quarterly Dividend Payment Date, since the first
issuance of a Unit of Series B Junior Preferred Stock, and (ii) subject to
the provision for adjustment hereinafter set forth, quarterly distributions
(payable in kind) on each Quarterly Dividend Payment Date in an amount per
Unit equal to the aggregate per share amount of all non-cash dividends or
other distributions (other than a dividend payable in shares of Georgia-
Pacific Group Stock or a subdivision of the outstanding shares of Georgia-
Pacific Group Stock, by reclassification or otherwise) declared on shares of
Georgia-Pacific Group Stock since the immediately preceding Quarterly
Dividend Payment Date, or with respect to the first Quarterly Dividend
Payment Date, since the first issuance of a Unit of Series B Junior Preferred
Stock. In the event that the Corporation shall at any time after the initial
issuance of Georgia-Pacific Group Stock and Timber Stock (i) declare any
dividend on outstanding shares of Georgia-Pacific Group Stock payable in
shares of Georgia-Pacific Group Stock, (ii) subdivide outstanding shares of
Georgia-Pacific Group Stock into a greater number of shares or (iii) combine
outstanding shares of Georgia-Pacific Group Stock into a smaller number of
shares, then in each such case the amount to which the holder of a Unit of
Series B Junior Preferred Stock was entitled immediately prior to such event
pursuant to the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which shall be the number of shares of
Georgia-Pacific Group Stock that are outstanding immediately after such event
and the denominator of which shall be the number of shares of Georgia-Pacific
Group Stock that were outstanding immediately prior to such event.
(B) The Corporation shall declare a dividend or distribution on Units of
Series B Junior Preferred Stock as provided in paragraph (A) above
immediately after it declares a dividend or distribution on the shares of
Georgia-Pacific Group Stock (other than a dividend payable in shares of
Georgia-Pacific Group Stock); provided, however, that, in the event no
dividend or distribution shall have been declared on the Georgia-Pacific
Group Stock during the period between any Quarterly Dividend Payment Date and
the next subsequent Quarterly Dividend Payment Date, a dividend of $0.35 per
Unit on the Series B Junior Preferred Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and shall be cumulative on each
outstanding Unit of Series B Junior Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issuance of such Unit of
Series B Junior Preferred Stock, unless the date of issuance of such Unit is
prior to the record date for the first Quarterly Dividend Payment Date, in
which case, dividends on such Unit shall begin to accrue from the date of
issuance of such Unit, or unless the date of issuance is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of
holders of Units of Series B Junior Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in either
of which events such dividends shall begin to accrue and be cumulative from
such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not
bear interest. Dividends paid on Units of Series B Junior Preferred Stock in
an amount less than the aggregate amount of all such dividends at the time
accrued and payable on such Units shall be allocated pro rata on a unit-by-
unit basis among all Units of Series B Junior Preferred Stock at the time
outstanding. The Board of Directors may fix a record date for the
determination of holders of Units of Series B Junior Preferred Stock entitled
to receive payment of a dividend or distribution declared thereon, which
record date shall be no more than 30 days prior to the date fixed for the
payment thereof.
Section 3. Voting Rights. The holders of Units of Series B Junior
Preferred Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set forth, each
Unit of Series B Junior Preferred Stock shall entitle the holder thereof
to one vote on all matters submitted to a vote of the shareholders of the
Corporation. In the event the Corporation shall at any time after the
initial issuance of Georgia-Pacific Group Stock and Timber Stock (i)
declare any dividend on outstanding shares of Georgia-Pacific Group Stock
payable in shares of Georgia-Pacific Group Stock, (ii) subdivide
outstanding shares of Georgia-Pacific Group Stock into a greater number of
shares or (iii) combine the outstanding shares of Georgia-Pacific Group
Stock into a smaller number of shares, then in each such case the number
of votes per Unit to which holders of Units of Series B Junior Preferred
Stock were entitled immediately prior to such event shall be adjusted by
multiplying such number by a fraction the numerator of which shall be the
number of shares of Georgia-Pacific Group Stock outstanding immediately
after such event and the denominator of which shall be the number of
shares of Georgia-Pacific Group Stock that were outstanding immediately
prior to such event.
(B) Except as otherwise provided herein or by law, the holders of Units
of Series A Junior Preferred Stock, Series B Junior Preferred Stock and
Series C Junior Preferred Stock and the holders of shares of Georgia-
Pacific Group Stock and Timber Stock shall vote together as one voting
group on all matters submitted to a vote of shareholders of the
Corporation.
(C)(i) If at any time dividends on any Units of Series B Junior
Preferred Stock shall be in arrears in an amount equal to six quarterly
dividends thereon, then during the period (a ''default period'') from the
occurrence of such event until such time as all accrued and unpaid
dividends for all previous quarterly dividend periods and for the current
quarterly dividend period on all Units of Series B Junior Preferred Stock
then outstanding shall have been declared and paid or set apart for
payment, all holders of Units of Series B Junior Preferred Stock, voting
separately as a voting group, shall have the right to elect two Directors.
(ii) During any default period, such voting rights of the holders of
Units of Series B Junior Preferred Stock may be exercised initially at a
special meeting called pursuant to subparagraph (iii) of this Section 3(C)
or at any annual meeting of shareholders, and thereafter at annual
meetings of shareholders, provided that neither such voting rights nor any
right of the holders of Units of Series B Junior Preferred Stock to
increase, in certain cases, the authorized number of Directors may be
exercised at any meeting unless one-third of the outstanding Units of
Series B Junior Preferred Stock shall be present at such meeting in person
or by proxy. The absence of a quorum of the holders of Common Stock shall
not affect the exercise by the holders of Units of Series B Junior
Preferred Stock of such rights. At any meeting at which the holders of
Units of Series B Junior Preferred Stock shall exercise such voting rights
initially during an existing default period, they shall have the right,
voting separately as a voting group, to elect Directors to fill up to two
vacancies in the Board of Directors, if any such vacancies may then exist,
or, if such right is exercised at an annual meeting, to elect two
Directors. If the number which may be so elected at any special meeting
does not amount to the required number, the holders of the Series B Junior
Preferred Stock shall have the right to make such increase in the number
of Directors as shall be necessary to permit the election by them of the
required number. After the holders of Units of Series B Junior Preferred
Stock shall have exercised their right to elect Directors during any
default period, the number of Directors shall not be increased or
decreased except as approved by a vote of the holders of Units of Series B
Junior Preferred Stock as herein provided or pursuant to the rights of the
Series A Junior Preferred Stock or Series C Junior Preferred Stock or
pursuant to the rights of any equity securities ranking senior to the
Series B Junior Preferred Stock.
(iii) Unless the holders of Series B Junior Preferred Stock shall,
during an existing default period, have previously exercised their right
to elect Directors, the Board of Directors may order, or any shareholder
or shareholders owning in the aggregate not less than 25% of the total
number of Units of Series B Junior Preferred Stock outstanding may request
in writing, the calling of a special meeting of the holders of Units of
Series B Junior Preferred Stock, which meeting shall thereupon be called
by the Secretary of the Corporation. Notice of such meeting and of any
annual meeting at which holders of Units of Series B Junior Preferred
Stock are entitled to vote pursuant to this paragraph (C)(iii) shall be
given to each holder of record of Units of Series B Junior Preferred Stock
by mailing a copy of such notice to him at his last address as the same
appears on the books of the Corporation. Such meeting shall be called for
a time not earlier than 10 days and not later than 60 days after such
order or request or in default of the calling of such meeting within 60
days after such order or request, such meeting may be called on similar
notice by any shareholder or shareholders owning in the aggregate not less
than 25% of the total number of outstanding Units of Series B Junior
Preferred Stock.
(iv) During any default period, the holders of shares of Georgia-
Pacific Group Stock, Timber Stock and Units of Series B Junior Preferred
Stock, and other classes or series of stock of the Corporation, if
applicable, shall continue to be entitled to elect all the Directors until
the holders of Units of Series B Junior Preferred Stock shall have
exercised their right to elect two Directors voting as a separate voting
group, after the exercise of which right (x) the Directors so elected by
the holders of Units of Series B Junior Preferred Stock shall continue in
office until their successors shall have been elected by such holders or
until the expiration of the default period, and (y) any vacancy in the
Board of Directors may (except as provided in paragraph (C)(ii) of this
Section 3) be filled by a vote of a majority of the remaining Directors
theretofore elected by the holders of the class or series of capital stock
which elected the Director whose office shall have become vacant.
References in this paragraph (C) to Directors elected by the holders of a
particular class or series of capital stock shall include Directors
elected by such Directors to fill vacancies as provided in clause (y) of
the foregoing sentence.
(v) Immediately upon the expiration of a default period, (x) the right
of the holders of Units of Series B Junior Preferred Stock as a separate
voting group to elect Directors shall cease, (y) the term of any Directors
elected by the holders of Units of Series B Junior Preferred Stock as a
separate voting group shall terminate, and (z) the number of Directors
shall be such number as may be provided for in the Articles or By-laws
irrespective of any increase made pursuant to the provisions of paragraph
(C)(ii) of this Section 3 (such number being subject, however, to change
thereafter in any manner provided by law or in the Articles or By-laws).
Any vacancies in the Board of Directors effected by the provisions of
clauses (y) and (z) in the preceding sentence may be filled by a majority
of the remaining Directors.
(vi) The provisions of this paragraph (C) shall govern the election of
Directors by holders of Units of Series B Junior Preferred Stock during
any default period notwithstanding any provisions of the Articles to the
contrary.
(D) Except as set forth herein, holders of Units of Series B Junior
Preferred Stock shall have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote with
holders of shares of Georgia-Pacific Group Stock or Timber Stock or any
other class or series of capital stock of the Corporation, as applicable)
for taking any corporate action.
Section 4. Certain Restrictions. (A) Whenever quarterly dividends or
other dividends or distributions payable on Units of Series B Junior
Preferred Stock as provided in Section 2 are in arrears, thereafter and until
all accrued and unpaid dividends and distributions, whether or not declared,
on outstanding Units of Series B Junior Preferred Stock shall have been paid
in full, the Corporation shall not
(i) declare or pay dividends on, make any other distributions on, or
redeem or purchase or otherwise acquire for consideration any shares of
junior stock;
(ii) declare or pay dividends on or make any other distributions on any
shares of parity stock, except dividends paid ratably on Units of Series B
Junior Preferred Stock and shares of all such parity stock on which
dividends are payable or in arrears in proportion to the total amounts to
which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares
of any parity stock, provided, however, that the Corporation may at any
time redeem, purchase or otherwise acquire shares of any such parity stock
in exchange for shares of any junior stock; or
(iv) purchase or otherwise acquire for consideration any Units of
Series B Junior Preferred Stock, except in accordance with a purchase
offer made in writing or by publication (as determined by the Board of
Directors) to all holders of such Units.
(B) The Corporation shall not permit any subsidiary of the Corporation to
purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section
4, purchase or otherwise acquire such shares at such time and in such manner.
Section 5. Reacquired Shares. Any Units of Series B Junior Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled automatically upon the acquisition
thereof. All such Units shall, upon their cancellation, become authorized but
unissued Units of Junior Preferred Stock and may be reissued as part of a new
series of Junior Preferred Stock to be created by resolution or resolutions
of the Board of Directors, subject to the conditions and restrictions on
issuance set forth herein.
Section 6. Liquidation, Dissolution or Winding Up. (A) Upon any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, no distribution shall be made (i) to the holders of shares of
junior stock unless the holders of Units of Series B Junior Preferred Stock
shall have received, subject to adjustment as hereinafter provided in
paragraph (B), the greater of either (a) $.01 per Unit plus an amount equal
to accrued and unpaid dividends and distributions thereon, whether or not
earned or declared, to the date of such payment, or (b) the amount per Unit
equal to the aggregate per share amount to be distributed to holders of
shares of Georgia-Pacific Group Stock, or (ii) to the holders of shares of
parity stock, unless simultaneously therewith distributions are made ratably
on Units of Series B Junior Preferred Stock and all other shares of such
parity stock in proportion to the total amounts to which the holders of Units
of Series B Junior Preferred Stock are entitled under clause (i)(a) of this
sentence and to which the holders of shares of such parity stock are
entitled, in each case upon such liquidation, dissolution or winding up.
(B) In the event the Corporation shall at any time after the initial
issuance of Georgia-Pacific Group Stock and Timber Stock (i) declare any
dividend on outstanding shares of Georgia-Pacific Group Stock payable in
shares of Georgia-Pacific Group Stock, (ii) subdivide outstanding shares of
Georgia-Pacific Group Stock into a greater number of shares, or (iii) combine
outstanding shares of Georgia-Pacific Group Stock into a smaller number of
shares, then in each such case the aggregate amount to which holders of Units
of Series B Junior Preferred Stock were entitled immediately prior to such
event pursuant to clause (i)(b) of paragraph (A) of this Section 6 shall be
adjusted by multiplying such amount by a fraction the numerator of which
shall be the number of shares of Georgia-Pacific Group Stock that are
outstanding immediately after such event and the denominator of which shall
be the number of shares of Georgia-Pacific Group Stock that were outstanding
immediately prior to such event.
Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in
which the shares of Georgia-Pacific Group Stock are exchanged for or
converted into other stock or securities, cash and/or any other property,
then in any such case Units of Series B Junior Preferred Stock shall at the
same time be similarly exchanged for or converted into an amount per Unit
(subject to the provision for adjustment hereinafter set forth) equal to the
aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share of
Georgia-Pacific Group Stock is converted or exchanged. In the event the
Corporation shall at any time after the initial issuance of Georgia-Pacific
Group Stock and Timber Stock (i) declare any dividend on outstanding shares
of Georgia-Pacific Group Stock payable in shares of Georgia-Pacific Group
Stock, (ii) subdivide outstanding shares of Georgia-Pacific Group Stock into
a greater number of shares, or (iii) combine outstanding Georgia-Pacific
Group Stock into a smaller number of shares, then in each such case the
amount set forth in the immediately preceding sentence with respect to the
exchange or conversion of Units of Series B Junior Preferred Stock shall be
adjusted by multiplying such amount by a fraction the numerator of which
shall be the number of shares of Georgia-Pacific Group Stock that are
outstanding immediately after such event and the denominator of which shall
be the number of shares of Georgia-Pacific Group Stock that were outstanding
immediately prior to such event.
Section 8. Redemption. The Units of Series B Junior Preferred Stock
shall not be redeemable. Notwithstanding the foregoing, the Corporation may
acquire shares of Series B Junior Preferred Stock in any other manner
permitted by applicable law or these Articles.
Section 9. Ranking. The Units of Series B Junior Preferred Stock shall
rank senior to the Georgia-Pacific Group Stock and the Timber Stock, on a
parity with the Series A Junior Preferred Stock and Series C Junior Preferred
Stock and junior to all other series of the Junior Preferred Stock and to any
other series or class of Preferred Stock that hereafter may be issued by the
Corporation as to the payment of distributions and dividends and the
distribution of assets upon liquidation, unless the terms of any such series
or class shall provide otherwise.
Section 10. Amendment. The Articles shall not hereafter be amended,
either directly or indirectly, or through merger or consolidation with
another corporation, in any manner that would alter or change the powers,
preferences or special rights of the Series B Junior Preferred Stock so as to
affect them adversely without the affirmative vote of the holders of a
majority or more of the outstanding Units of Series B Junior Preferred Stock,
voting separately as a voting group.
Section 11. Fractional Shares. The Series B Junior Preferred Stock may
be issued in Units or other fractions of a share, which Units or fractions
shall entitle the holder, in proportion to such holder's fractional shares,
to exercise voting rights, receive dividends, participate in distributions
and to have the benefit of all other rights of holders of Series B Junior
Preferred Stock.
Section 12. Certain Definitions. As used herein with respect to the
Series B Junior Preferred Stock, the following terms shall have the following
meanings:
(A) The term "junior stock" (i) as used in Section 4, shall mean the
Georgia-Pacific Group Stock and the Timber Stock and any other class or
series of capital stock of the Corporation hereafter authorized or issued
over which the Series B Junior Preferred Stock has preference or priority
as to the payment of dividends and (ii) as used in Section 6, shall mean
the Georgia-Pacific Group Stock and the Timber Stock and any other class
or series of capital stock of the Corporation over which the Series B
Junior Preferred Stock has preference or priority in the distribution of
assets on any liquidation, dissolution or winding up of the Corporation.
(B) The term "parity stock" (i) as used in Section 4, shall mean any
class or series of stock of the Corporation hereafter authorized or issued
ranking pari passu with the Series B Junior Preferred Stock as to
dividends and (ii) as used in Section 6, shall mean any class or series of
capital stock ranking pari passu with the Series B Junior Preferred Stock
in the distribution of assets on any liquidation, dissolution or winding
up.
The following are the voting powers, designation, preferences and relative,
participating, optional and other special rights, and qualifications,
limitations and restrictions, in addition to those previously set forth in this
Article IV, of "Series C Junior Preferred Stock":
Section 1. Designation and Amount. The shares of such series shall be
designated as "Series C Junior Preferred Stock" and the number of shares
constituting such series shall be 5,000,000.
Section 2. Dividends and Distributions. (A) Subject to the prior and
superior rights of the holders of any shares of any other series of Preferred
Stock or Junior Preferred Stock or any other shares of capital stock of the
Corporation ranking prior and superior to the shares of Series C Junior
Preferred Stock with respect to dividends, each holder of one one-hundredth
(1/100th) of a share (a "Unit") of Series C Junior Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors out
of funds legally available for that purpose, (i) quarterly dividends payable
in cash on the first day of January, April, July and October in each year
(each such date being a "Quarterly Dividend Payment Date"), commencing on
the first Quarterly Dividend Payment Date after the first issuance of such
Unit of Series C Junior Preferred Stock, in an amount per Unit (rounded to
the nearest cent) equal to the greater of (a) $0.35 or (b) subject to the
provision for adjustment hereinafter set forth, the aggregate per share
amount of all cash dividends declared on shares of the Timber Stock since the
immediately preceding Quarterly Dividend Payment Date or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of a Unit of
Series C Junior Preferred Stock, and (ii) subject to the provision for
adjustment hereinafter set forth, quarterly distributions (payable in kind)
on each Quarterly Distribution Payment Date in an amount per Unit equal to
the aggregate per share amount of all non-cash dividends or other
distributions (other than a dividend payable in shares of Timber Stock or a
subdivision of the outstanding shares of Timber Stock, by reclassification or
otherwise) declared on shares of Timber Stock since the immediately preceding
Quarterly Dividend Payment Date, or with respect to the first Quarterly
Dividend Payment Date, since the first issuance of a Unit of Series C Junior
Preferred Stock. In the event that the Corporation shall at any time after
the initial issuance of Georgia-Pacific Group Stock and Timber Stock (i)
declare any dividend on outstanding shares of Timber Stock payable in shares
of Timber Stock, (ii) subdivide outstanding shares of Timber Stock into a
greater number of shares or (iii) combine outstanding shares of Timber Stock
into a smaller number of shares, then in each such case the amount to which
the holder of a Unit of Series C Junior Preferred Stock was entitled
immediately prior to such event pursuant to the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which
shall be the number of shares of Timber Stock that are outstanding
immediately after such event and the denominator of which shall be the number
of shares of Timber Stock that were outstanding immediately prior to such
event.
(B) The Corporation shall declare a dividend or distribution on Units of
Series C Junior Preferred Stock as provided in paragraph (A) above
immediately after it declares a dividend or distribution on the shares of
Timber Stock (other than a dividend payable in shares of Timber Stock);
provided, however, that, in the event no dividend or distribution shall have
been declared on the Timber Stock during the period between any Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend Payment
Date, a dividend of $0.35 per Unit on the Series C Junior Preferred Stock
shall nevertheless be payable on such subsequent Quarterly Dividend Payment
Date.
(C) Dividends shall begin to accrue and shall be cumulative on each
outstanding Unit of Series C Junior Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issuance of such Unit of
Series C Junior Preferred Stock, unless the date of issuance of such Unit is
prior to the record date for the first Quarterly Dividend Payment Date, in
which case, dividends on such Unit shall begin to accrue from the date of
issuance of such Unit, or unless the date of issuance is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of
holders of Units of Series C Junior Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in either
of which events such dividends shall begin to accrue and be cumulative from
such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not
bear interest. Dividends paid on Units of Series C Junior Preferred Stock in
an amount less than the aggregate amount of all such dividends at the time
accrued and payable on such Units shall be allocated pro rata on a unit-by-
unit basis among all Units of Series C Junior Preferred Stock at the time
outstanding. The Board of Directors may fix a record date for the
determination of holders of Units of Series C Junior Preferred Stock entitled
to receive payment of a dividend or distribution declared thereon, which
record date shall be no more than 30 days prior to the date fixed for the
payment thereof.
Section 3. Voting Rights. The holders of Units of Series C Junior
Preferred Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set forth, each
Unit of Series C Junior Preferred Stock shall entitle the holder thereof
to the number of votes per share which the holders of Timber Stock then
have with respect to matters submitted to a vote of the shareholders of
the Corporation. In the event the Corporation shall at any time after the
initial issuance of Georgia-Pacific Group Stock and Timber Stock (i)
declare any dividend on outstanding shares of Timber Stock payable in
shares of Timber Stock, (ii) subdivide outstanding shares of Timber Stock
into a greater number of shares or (iii) combine the outstanding shares of
Timber Stock into a smaller number of shares, then in each such case the
number of votes per Unit to which holders of Units of Series C Junior
Preferred Stock were entitled immediately prior to such event shall be
adjusted by multiplying such number by a fraction the numerator of which
shall be the number of shares of Timber Stock outstanding immediately
after such event and the denominator of which shall be the number of
shares of Timber Stock that were outstanding immediately prior to such
event.
(B) Except as otherwise provided herein or by applicable law, the
holders of Units of Series A Junior Preferred Stock, Series B Junior
Preferred Stock and Series C Junior Preferred Stock and the holders of
shares of Timber Stock and Georgia-Pacific Group Stock shall vote together
as one voting group on all matters submitted to a vote of shareholders of
the Corporation.
(C)(i) If at any time dividends on any Units of Series C Junior
Preferred Stock shall be in arrears in an amount equal to six quarterly
dividends thereon, then during the period (a "default period") from the
occurrence of such event until such time as all accrued and unpaid
dividends for all previous quarterly dividend periods and for the current
quarterly dividend period on all Units of Series C Junior Preferred Stock
then outstanding shall have been declared and paid or set apart for
payment, all holders of Units of Series C Junior Preferred Stock, voting
separately as a class, shall have the right to elect two Directors.
(ii) During any default period, such voting rights of the holders of
Units of Series C Junior Preferred Stock may be exercised initially at a
special meeting called pursuant to subparagraph (iii) of this Section 3(C)
or at any annual meeting of shareholders, and thereafter at annual
meetings of shareholders, provided that neither such voting rights nor any
right of the holders of Units of Series C Junior Preferred Stock to
increase, in certain cases, the authorized number of Directors may be
exercised at any meeting unless one-third of the outstanding Units of
Series C Junior Preferred Stock shall be present at such meeting in person
or by proxy. The absence of a quorum of the holders of Common Stock shall
not affect the exercise by the holders of Units of Series C Junior
Preferred Stock of such rights. At any meeting at which the holders of
Units of Series C Junior Preferred Stock shall exercise such voting rights
initially during an existing default period, they shall have the right,
voting separately as a voting group, to elect Directors to fill up to two
vacancies in the Board of Directors, if any such vacancies may then exist,
or, if such right is exercised at an annual meeting, to elect two
Directors. If the number which may be so elected at any special meeting
does not amount to the required number, the holders of the Series C Junior
Preferred Stock shall have the right to make such increase in the number
of Directors as shall be necessary to permit the election by them of the
required number. After the holders of Units of Series C Junior Preferred
Stock shall have exercised their right to elect Directors during any
default period, the number of Directors shall not be increased or
decreased except as approved by a vote of the holders of Units of Series C
Junior Preferred Stock as herein provided or pursuant to the rights of the
Series A Junior Preferred Stock or Series B Junior Preferred Stock or
pursuant to the rights of any equity securities ranking senior to the
Series C Junior Preferred Stock.
(iii) Unless the holders of Series C Junior Preferred Stock shall,
during an existing default period, have previously exercised their right
to elect Directors, the Board of Directors may order, or any shareholder
or shareholders owning in the aggregate not less than 25% of the total
number of Units of Series C Junior Preferred Stock outstanding may request
in writing, the calling of a special meeting of the holders of Units of
Series C Junior Preferred Stock, which meeting shall thereupon be called
by the Secretary of the Corporation. Notice of such meeting and of any
annual meeting at which holders of Units of Series C Junior Preferred
Stock are entitled to vote pursuant to this paragraph (C)(iii) shall be
given to each holder of record of Units of Series C Junior Preferred Stock
by mailing a copy of such notice to him at his last address as the same
appears on the books of the Corporation. Such meeting shall be called for
a time not earlier than 10 days and not later than 60 days after such
order or request or in default of the calling of such meeting within 60
days after such order or request, such meeting may be called on similar
notice by any shareholder or shareholders owning in the aggregate not less
than 25% of the total number of outstanding Units of Series C Junior
Preferred Stock.
(iv) During any default period, the holders of shares of Georgia-
Pacific Group Stock, Timber Stock and Units of Series C Junior Preferred
Stock, and other classes or series of stock of the Corporation, if
applicable, shall continue to be entitled to elect all the Directors until
the holders of Units of Series C Junior Preferred Stock shall have
exercised their right to elect two Directors voting as a separate voting
group, after the exercise of which right (x) the Directors so elected by
the holders of Units of Series C Junior Preferred Stock shall continue in
office until their successors shall have been elected by such holders or
until the expiration of the default period, and (y) any vacancy in the
Board of Directors may (except as provided in paragraph (C)(ii) of this
Section 3) be filled by a vote of a majority of the remaining Directors
theretofore elected by the holders of the class or series of capital stock
which elected the Director whose office shall have become vacant.
References in this paragraph (C) to Directors elected by the holders of a
particular class or series of capital stock shall include Directors
elected by such Directors to fill vacancies as provided in clause (y) of
the foregoing sentence.
(v) Immediately upon the expiration of a default period, (x) the right
of the holders of Units of Series C Junior Preferred Stock as a separate
voting group to elect Directors shall cease, (y) the term of any Directors
elected by the holders of Units of Series C Junior Preferred Stock as a
separate voting group shall terminate, and (z) the number of Directors
shall be such number as may be provided for in the Articles or By-laws
irrespective of any increase made pursuant to the provisions of paragraph
(C)(ii) of this Section 3 (such number being subject, however, to change
thereafter in any manner provided by law or in the Articles or By-laws).
Any vacancies in the Board of Directors effected by the provisions of
clauses (y) and (z) in the preceding sentence may be filled by a majority
of the remaining Directors.
(vi) The provisions of this paragraph (C) shall govern the election of
Directors by holders of Units of Series C Junior Preferred Stock during
any default period notwithstanding any provisions of the Articles to the
contrary.
(D) Except as set forth herein, holders of Units of Series C Junior
Preferred Stock shall have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote with
holders of shares of Georgia-Pacific Group Stock or Timber Stock or any
other class or series of capital stock of the Corporation, as applicable)
for taking any corporate action.
Section 4. Certain Restrictions. (A) Whenever quarterly dividends or
other dividends or distributions payable on Units of Series C Junior
Preferred Stock as provided in Section 2 are in arrears, thereafter and until
all accrued and unpaid dividends and distributions, whether or not declared,
on outstanding Units of Series C Junior Preferred Stock shall have been paid
in full, the Corporation shall not
(i) declare or pay dividends on, make any other distributions on, or
redeem or purchase or otherwise acquire for consideration any shares of
junior stock;
(ii) declare or pay dividends on or make any other distributions on any
shares of parity stock, except dividends paid ratably on Units of Series C
Junior Preferred Stock and shares of all such parity stock on which
dividends are payable or in arrears in proportion to the total amounts to
which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares
of any parity stock, provided, however, that the Corporation may at any
time redeem, purchase or otherwise acquire shares of any such parity stock
in exchange for shares of any junior stock; or
(iv) purchase or otherwise acquire for consideration any Units of
Series C Junior Preferred Stock, except in accordance with a purchase
offer made in writing or by publication (as determined by the Board of
Directors) to all holders of such Units.
(B) The Corporation shall not permit any subsidiary of the Corporation to
purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section
4, purchase or otherwise acquire such shares at such time and in such manner.
Section 5. Reacquired Shares. Any Units of Series C Junior Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled automatically upon the acquisition
thereof. All such Units shall, upon their cancellation, become authorized but
unissued Units of Junior Preferred Stock and may be reissued as part of a new
series of Junior Preferred Stock to be created by resolution or resolutions
of the Board of Directors, subject to the conditions and restrictions on
issuance set forth herein.
Section 6. Liquidation, Dissolution or Winding Up. (A) Upon any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, no distribution shall be made (i) to the holders of shares of
junior stock unless the holders of Units of Series C Junior Preferred Stock
shall have received, subject to adjustment as hereinafter provided in
paragraph (B), the greater of (a) $.01 per Unit plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not earned
or declared, to the date of such payment, or (b) the amount per Unit equal to
the aggregate per share amount to be distributed to holders of shares of
Timber Stock, or (ii) to the holders of shares of parity stock, unless
simultaneously therewith distributions are made ratably on Units of Series C
Junior Preferred Stock and all other shares of such parity stock in
proportion to the total amounts to which the holders of Units of Series C
Junior Preferred Stock are entitled under clause (i)(a) of this sentence and
to which the holders of shares of such parity stock are entitled, in each
case upon such liquidation, dissolution or winding up.
(B) In the event the Corporation shall at any time after the initial
issuance of Georgia-Pacific Group Stock and Timber Stock (i) declare any
dividend on outstanding shares of Timber Stock payable in shares of Timber
Stock, (ii) subdivide outstanding shares of Timber Stock into a greater
number of shares, or (iii) combine outstanding shares of Timber Stock into a
smaller number of shares, then in each such case the aggregate amount to
which holders of Units of Series C Junior Preferred Stock were entitled
immediately prior to such event pursuant to clause (i)(b) of paragraph (A) of
this Section 6 shall be adjusted by multiplying such amount by a fraction the
numerator of which shall be the number of shares of Timber Stock that are
outstanding immediately after such event and the denominator of which shall
be the number of shares of Timber Stock that were outstanding immediately
prior to such event.
Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in
which the shares of Timber Stock are exchanged for or converted into other
stock or securities, cash and/or any other property, then in any such case
Units of Series C Junior Preferred Stock shall at the same time be similarly
exchanged for or converted into an amount per Unit (subject to the provision
for adjustment hereinafter set forth) equal to the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Timber Stock is converted or
exchanged. In the event the Corporation shall at any time after the initial
issuance of Georgia-Pacific Group Stock and Timber Stock (i) declare any
dividend on outstanding shares of Timber Stock payable in shares of Timber
Stock, (ii) subdivide outstanding shares of Timber Stock into a greater
number of shares, or (iii) combine outstanding Timber Stock into a smaller
number of shares, then in each such case the amount set forth in the
immediately preceding sentence with respect to the exchange or conversion of
Units of Series C Junior Preferred Stock shall be adjusted by multiplying
such amount by a fraction the numerator of which shall be the number of
shares of Timber Stock that are outstanding immediately after such event and
the denominator of which shall be the number of shares of Timber Stock that
were outstanding immediately prior to such event.
Section 8. Redemption. The Units of Series C Junior Preferred Stock
shall not be redeemable. Notwithstanding the foregoing, the Corporation may
acquire shares of Series C Junior Preferred Stock in any other manner
permitted by applicable law or the Articles.
Section 9. Ranking. The Units of Series C Junior Preferred Stock shall
rank senior to the Timber Stock and the Georgia-Pacific Group Stock, on a
parity with the Series A Junior Preferred Stock and Series B Junior Preferred
Stock and junior to all other series of the Junior Preferred Stock and to any
other series or class of Preferred Stock that hereafter may be issued by the
Corporation as to the payment of dividends and the distribution of assets,
unless the terms of any such series or class shall provide otherwise.
Section 10. Amendment. The Articles shall not hereafter be amended,
either directly or indirectly, or through merger or consolidation with
another corporation, in any manner that would alter or change the powers,
preferences or special rights of the Series C Junior Preferred Stock so as to
affect them adversely without the affirmative vote of the holders of a
majority or more of the outstanding Units of Series C Junior Preferred Stock,
voting separately as a voting group.
Section 11. Fractional Shares. The Series C Junior Preferred Stock may
be issued in Units or other fractions of a share, which Units or fractions
shall entitle the holder, in proportion to such holder's fractional shares,
to exercise voting rights, receive dividends, participate in distributions
and to have the benefit of all other rights of holders of Series C Junior
Preferred Stock.
Section 12. Certain Definitions. As used herein with respect to the
Series C Junior Preferred Stock, the following terms shall have the following
meanings:
(A) The term "junior stock" (i) as used in Section 4, shall mean the
Georgia-Pacific Group Stock and the Timber Stock and any other class or
series of capital stock of the Corporation hereafter authorized or issued
over which the Series C Junior Preferred Stock has preference or priority
as to the payment of dividends and (ii) as used in Section 6, shall mean
the Georgia-Pacific Group Stock and the Timber Stock and any other class
or series of capital stock of the Corporation over which the Series C
Junior Preferred Stock has preference or priority in the distribution of
assets on any liquidation, dissolution or winding up of the Corporation.
(B) The term "parity stock" (i) as used in Section 4, shall mean any
class or series of stock of the Corporation hereafter authorized or issued
ranking pari passu with the Series C Junior Preferred Stock as to
dividends and (ii) as used in Section 6, shall mean any class or series of
capital stock ranking pari passu with the Series C Junior Preferred Stock
in the distribution of assets on any liquidation, dissolution or winding
up.
ARTICLE V.
The following is a description of the terms, provisions, preferences, rights,
voting powers, restrictions and qualifications of the Common Stock.
A. Distributions. Subject to any preferences, limitations and relative
rights of any outstanding series of the Preferred Stock or the Junior Preferred
Stock and any qualifications or restrictions on the Common Stock created
thereby, distributions may be authorized and made upon the Georgia-Pacific Group
Stock and the Timber Stock, upon the terms with respect to each such class, and
subject to the limitations provided for below in this Section A, as the Board
of Directors may determine.
(a) Distributions on Georgia-Pacific Group Stock. Distributions on
Georgia-Pacific Group Stock may be authorized and made only out of the lesser
of (i) the assets of the Corporation legally available therefor and (ii) the
Georgia-Pacific Group Available Distribution Amount.
(b) Distributions on Timber Stock. Distributions on Timber Stock may be
authorized and made only out of the lesser of (i) the assets of the
Corporation legally available therefor and (ii) the Timber Group Available
Distribution Amount.
(c) Discrimination in Distributions Between Classes of Common Stock. The
Board of Directors, subject to the provisions of paragraphs A.(a) and A.(b),
may at any time authorize and make distributions exclusively on Georgia-
Pacific Group Stock, exclusively on Timber Stock or on both such classes, in
equal or unequal amounts, notwithstanding the amount of distributions
previously authorized on each class, the respective voting or liquidation
rights of each class or any other factor.
(d) Share Dividends. Except as permitted by paragraph D.(a), the Board
of Directors may declare and pay dividends of shares of the Common Stock (or
Convertible Securities convertible into or exchangeable or exercisable for
shares of the Common Stock) on shares of the Common Stock or shares of the
Preferred Stock or the Junior Preferred Stock only as follows:
(i) dividends of shares of Georgia-Pacific Group Stock (or Convertible
Securities convertible into or exchangeable or exercisable for shares of
Georgia-Pacific Group Stock) on shares of Georgia-Pacific Group Stock or
shares of the Preferred Stock or the Junior Preferred Stock attributed to
the Georgia-Pacific Group; and
(ii) dividends of shares of Timber Stock (or Convertible Securities
convertible into or exchangeable or exercisable for shares of Timber
Stock) on shares of Timber Stock or shares of the Preferred Stock or the
Junior Preferred Stock attributed to the Timber Group.
For purposes of this paragraph A.(d), any outstanding Convertible Securities
that are convertible into or exchangeable or exercisable for any other
Convertible Securities which are themselves convertible into or exchangeable or
exercisable for Georgia-Pacific Group Stock or Timber Stock (or other
Convertible Securities that are so convertible, exchangeable or exercisable)
shall be deemed to have been converted, exchanged or exercised in full for such
Convertible Securities.
B. Voting Rights.
(a) General. Except as otherwise provided by law, by the terms of any
outstanding series of Preferred Stock or Junior Preferred Stock or any
provision of the Articles restricting the power to vote on a specified matter
to other shareholders, the entire voting power of the shareholders of the
Corporation shall be vested in the holders of the Common Stock, who shall be
entitled to vote on any matter on which the holders of stock of the
Corporation shall, by law or by the provisions of the Articles or the Bylaws
of the Corporation, be entitled to vote, and both classes of Common Stock
shall vote thereon together as a single voting group.
(b) Number of Votes for Each Class of Common Stock. On each matter to be
voted on by the holders of both classes of the Common Stock voting together
as a single voting group, the number of votes per share of each class shall
be as follows:
(i) each outstanding share of Georgia-Pacific Group Stock shall have
one vote; and
(ii) each outstanding share of Timber Stock shall have a number of
votes (including a fraction of one vote) equal to the number of votes
determined by the ratio of the weighted average during the 20 Trading Days
ending on the tenth Trading Day prior to the record date for determining
the shareholders entitled to vote of the Market Value of a share of the
Timber Stock to the weighted average over the same 20 Trading Days of the
Market Value of the Georgia-Pacific Group Stock, expressed as a decimal
fraction rounded to the nearest three decimal places, determined as
follows: (A) the numerator of such fraction shall be the sum of (1) four
times the average Market Value of one share of Timber Stock over the
period of five Trading Days ending on such tenth Trading Day prior to such
record date, (2) three times the average Market Value of one share of
Timber Stock over the period of five Trading Days ending on the 15th
Trading Day prior to such record date, (3) two times the average Market
Value of one share of Timber Stock over the period of five Trading Days
ending on the 20th Trading Day prior to such record date and (4) the
average Market Value of one share of Timber Stock over the period of five
Trading Days ending on the 25th Trading Day prior to such record date and
(B) the denominator of such fraction shall be the sum of (1) four times
the average Market Value of one share of Georgia-Pacific Group Stock over
the period of five Trading Days ending on such tenth Trading Day prior to
such record date, (2) three times the average Market Value of one share of
Georgia-Pacific Group Stock over the period of five Trading Days ending on
the 15th Trading Day prior to such record date, (3) two times the average
Market Value of one share of Georgia-Pacific Group Stock over the period
of five Trading Days ending on the 20th Trading Day prior to such record
date and (4) the average Market Value of one share of Georgia-Pacific
Group Stock over the period of five Trading Days ending on the 25th
Trading Day prior to such record date.
Notwithstanding the foregoing provisions of this paragraph B., if shares of
only one class of the Common Stock are outstanding on the record date for
determining the common shareholders entitled to vote on any matter, then each
share of that class shall be entitled to one vote and, if either class of the
Common Stock is entitled to vote as a separate voting group with respect to any
matter, each share of that class shall, for purpose of such vote, be entitled to
one vote on such matter.
In addition to any provision of law or any provision of the Articles
entitling the holders of outstanding shares of Georgia-Pacific Group Stock or
Timber Stock to vote as a separate voting group, the Board of Directors may
condition the approval of any matter submitted to shareholders on receipt of a
separate vote of the holders of outstanding shares of Georgia-Pacific Group
Stock or Timber Stock.
C. Liquidation Rights. In the event of any voluntary or involuntary
dissolution, liquidation or winding up of the Corporation, after payment or
provision for payment of the debts and other liabilities of the Corporation and
the full preferential amounts (including any accumulated and unpaid dividends)
to which the holders of any outstanding shares of the Preferred Stock or the
Junior Preferred Stock are entitled (regardless of the Group to which such
shares of the Preferred Stock or the Junior Preferred Stock were attributed),
the holders of the Georgia-Pacific Group Stock and Timber Stock shall be
entitled to receive the assets, if any, of the Corporation remaining for
distribution to holders of the Common Stock on a per share basis in proportion
to the respective liquidation units per share of such class. Each share of
Georgia-Pacific Group Stock shall have one liquidation unit and each share of
Timber Stock shall have a number of liquidation units (including a fraction of
one liquidation unit) equal to the number of liquidation units determined by the
ratio of the weighted average during the 20 Trading Days ending on the 40th
Trading Day immediately succeeding the date of the effectiveness of these
Articles of Incorporation of the Market Value of a share of the Timber Stock to
the weighted average over the same 20 Trading Days of the Market Value of the
Georgia-Pacific Group Stock, expressed as a decimal fraction rounded to the
nearest three decimal places, determined as follows: (A) the numerator of such
fraction shall be the sum of (1) four times the average Market Value of one
share of Timber Stock over the period of five Trading Days ending on such date,
(2) three times the average Market Value of one share of Timber Stock over the
period of five Trading Days ending on the 5th Trading Day prior to such date,
(3) two times the average Market Value of one share of Timber Stock over the
period of five Trading Days ending on the 10th Trading Day prior to such date
and (4) the average Market Value of one share of Timber Stock over the period of
five Trading Days ending on the 15th Trading Day prior to such date and (B) the
denominator of such fraction shall be the sum of (1) four times the average
Market Value of one share of Georgia-Pacific Group Stock over the period of five
Trading Days ending on such date, (2) three times the average Market Value of
one share of Georgia-Pacific Group Stock over the period of five Trading Days
ending on the 5th Trading Day prior to such date, (3) two times the average
Market Value of one share of Georgia-Pacific Group Stock over the period of five
Trading Days ending on the 10th Trading Day prior to such date and (4) the
average Market Value of one share of Georgia-Pacific Group Stock over the period
of five Trading Days ending on the 15th Trading Day prior to such date. Neither
a merger nor share exchange of the Corporation into or with any other company,
nor a merger or share exchange of any other company into or with the
Corporation, nor a sale, lease, exchange or other disposition of all or any part
of the assets of the Corporation, shall, alone, be deemed a liquidation of the
Corporation, or cause the dissolution of the Corporation, for purposes of this
Section C.
If the Corporation shall in any manner subdivide (by stock split,
reclassification or otherwise) or combine (by reverse stock split,
reclassification or otherwise) the outstanding shares of Georgia-Pacific Group
Stock or Timber Stock, or declare a dividend in shares of either class to
holders of such class, the per share liquidation units of either class of the
Common Stock specified in the preceding paragraph of this paragraph C., as
adjusted from time to time, shall be appropriately adjusted, as determined by
the Board of Directors, so as to avoid dilution in the aggregate, relative
liquidation rights of the shares of any class of the Common Stock.
D. Conversion or Redemption of the Common Stock. The Georgia-Pacific Group
Stock is subject to conversion or redemption and the Timber Stock is subject to
conversion or redemption upon the terms provided below in this Section D.;
provided, however, that neither class of the Common Stock may be converted or
redeemed if the other class of Common Stock has been converted or redeemed in
its entirety or notice thereof shall have been given as required by this Section
D.
(a) Mandatory and Optional Conversion and Redemption of Common Stock Other
than for Subsidiary Stock.
(i) In the event of the Disposition, in one transaction or a series of
related transactions, by the Corporation and/or its subsidiaries of all or
substantially all of the properties and assets attributed to either Group
to one or more persons or entities (other than (w) the Disposition by the
Corporation of all or substantially all its properties and assets in one
transaction or a series of related transactions in connection with the
dissolution, liquidation or winding up of the Corporation and the
distribution of assets to shareholders as referred to in Section C., (x)
the Disposition of the properties and assets attributed to either Group as
contemplated by paragraph D.(b) or otherwise to all holders of shares of
such Group divided among such holders on a pro rata basis in accordance
with the number of shares of stock issued in respect of such Group
outstanding, (y) to any person or entity controlled (as determined by the
Board of Directors) by the Corporation or (z) in connection with a Related
Business Transaction), the Corporation shall, on or prior to the 85th
Trading Day after the date of consummation of such Disposition (the
''Disposition Date''), make a distribution on the class of the Common
Stock relating to the Group subject to such Disposition or redeem some or
all of such Common Stock or convert such Common Stock into Common Stock
relating to the other Group (or another class or series of common stock of
the Corporation), all as provided by the following paragraphs D.(a)(i)(1)
and D.(a)(i)(2) and, to the extent applicable, by paragraph D.(c), as the
Board of Directors shall have selected among such alternatives:
(1) provided that there are assets of the Corporation legally
available therefor:
(A) make or pay to the holders of the shares of the class of the
Common Stock relating to the Group subject to such disposition a
distribution or dividend, as the Board of Directors shall have
authorized and declared subject to compliance with Section A., in
cash and/or in securities (other than a dividend of the Common
Stock) or other property having a Fair Value as of the Disposition
Date equal to the Fair Value as of the Disposition Date of the Net
Proceeds of such Disposition; or
(B)(I) subject to the last sentence of this paragraph D.(a)(i), if
such Disposition involves all (not merely substantially all) of the
properties and assets attributed to such Group, redeem as of the
Redemption Date determined as provided by paragraph D.(d)(iii), all
outstanding shares of the Common Stock relating to the Group subject
to such Disposition in exchange for cash and/or securities (other
than the Common Stock) or other property having a Fair Value as of
the Disposition Date equal to the Fair Value as of the Disposition
Date of the Net Proceeds of such Disposition; or
(II) subject to the last sentence of this paragraph D.(a)(i), if
such Disposition involves substantially all (but not all) of the
properties and assets attributed to such Group, redeem as of the
Redemption Date determined as provided by paragraph D.(d)(iv) such
number of whole shares of the class of the Common Stock relating to
the Group subject to such Disposition (which may be all, but not
more than all, of such shares outstanding) as have in the aggregate
an average Market Value during the period of ten consecutive Trading
Days beginning on the 16th Trading Day immediately succeeding the
Disposition Date closest to the Fair Value as of the Disposition
Date of the Net Proceeds of such Disposition in exchange for cash
and/or securities (other than the Common Stock) or other property
having a Fair Value as of the Disposition Date in the aggregate
equal to such Fair Value of the Net Proceeds; or
(2) declare that each outstanding share of the class of the Common
Stock relating to the Group subject to such Disposition shall be
converted as of the Conversion Date determined as provided by paragraph
D.(d)(v) into a number of fully paid and nonassessable shares of the
class of the Common Stock relating to the other Group (or, if the class
of the Common Stock relating to the other Group is not Publicly Traded
at such time and shares of another class or series of the Common Stock
of the Corporation (other than the class of the Common Stock relating
to the Group subject to such Disposition) are then Publicly Traded, of
such other class or series of the common stock as has the largest
Market Capitalization as of the close of business on the Trading Day
immediately preceding the date of the notice of such conversion
required by paragraph D.(d)(v)) equal to 110% of the ratio, expressed
as a decimal fraction rounded to the nearest five decimal places, of
the average Market Value of one share of the Common Stock relating to
the Group subject to such Disposition over the period of 10 consecutive
Trading Days beginning on the 16th Trading Day immediately succeeding
the Disposition Date to the average Market Value of one share of the
Common Stock relating to the other Group (or such other class or series
of common stock) over the same 10 Trading Day period.
Notwithstanding the foregoing provisions of this paragraph D.(a)(i),
the Corporation shall redeem shares of a class of the Common Stock as
provided by paragraphs D.(a)(i)(1)(B)(I) or (II) only if the amount to
be paid in redemption of such stock is less than or equal to the
Available Distribution Amount with respect to the Group subject to such
Disposition as of the Redemption Date.
(ii) For purposes of this paragraph D.(a):
(1) as of any date, "substantially all of the properties and
assets" attributed to either Group shall mean a portion of such
properties and assets (x) that represents at least 80% of the Fair
Value of the properties and assets attributed to such Group as of such
date or (y) from which were derived at least 80% of the aggregate
revenues for the immediately preceding twelve fiscal quarterly periods
of the Corporation (calculated on a pro forma basis to include revenues
derived from any of such properties and assets acquired during such
period) derived from the properties and assets of such Group as of such
date;
(2) in the case of a Disposition of the properties and assets
attributed to either Group in a series of related transactions, such
Disposition shall not be deemed to have been consummated until the
consummation of the last of such transactions; and
(3) the Board of Directors may make or pay any distribution or
dividend or redemption price referred to in paragraph D.(a)(i) in cash,
securities (other than the Common Stock) or other property, regardless
of the form or nature of the proceeds of the Disposition.
(iii) After the payment of the distribution or the redemption price
with respect to the class of the Common Stock relating to the Group
subject to a Disposition as provided for by paragraph D.(a)(i)(1), the
Board of Directors may declare that each share of such class of the Common
Stock remaining outstanding shall be converted, but only as of a
Conversion Date (determined as provided by paragraph D.(d)(v)) prior to
the first anniversary of the payment of such distribution or redemption
price, into a number of fully paid and nonassessable shares of the class
of the Common Stock relating to the other Group (or, if the class of the
Common Stock relating to the other Group is not Publicly Traded at such
time and shares of any other class or series of common stock of the
Corporation (other than the class of the Common Stock relating to the
Group subject to such Disposition) are then Publicly Traded, of such other
class or series of common stock of the Corporation as has the largest
Market Capitalization as of the close of business on the Trading Day
immediately preceding the date of the notice of such conversion required
by paragraph D.(d)(v)) equal to 110% of the Market Value Ratio of the
Converted Stock to the Consideration Stock as of the fifth Trading Day
prior to the date of the notice of such conversion required by paragraph
D.(d)(v).
(iv) The Board of Directors may at any time declare that each
outstanding share of either Georgia-Pacific Group Stock or Timber Stock
shall be converted, as of a Conversion Date determined as provided by
paragraph D.(d)(v), into the number of fully paid and nonassessable shares
of Timber Stock or Georgia-Pacific Group Stock, respectively (or, if such
latter class of Common Stock of the Corporation is not Publicly Traded at
such time and shares of any other class or series of common stock of the
Corporation (other than the class of the Common Stock subject to such
conversion) are then Publicly Traded, of such other class or series of
common stock of the Corporation as has the largest Market Capitalization
as of the close of business on the Trading Day immediately preceding the
date of the notice of conversion required by paragraph D.(d)(v)) equal to
115% of the Market Value Ratio of the Converted Stock to the Consideration
Stock as of the fifth Trading Day prior to the date of the notice of such
conversion required by paragraph D.(d)(v).
(b) Redemption of Common Stock for Subsidiary Stock.
(i) At any time at which all of the assets and liabilities attributed
to the Timber Group (and no other assets or liabilities of the Corporation
or any subsidiary thereof) are held directly or indirectly by one or more
wholly-owned subsidiaries of the Corporation (each, a ''Timber Group
Subsidiary''), the Board of Directors may, provided that there are assets
of the Corporation legally available therefor, redeem all of the
outstanding shares of Timber Stock, on a Redemption Date of which notice
is delivered in accordance with paragraph D.(d)(vi), in exchange for all
of the shares of common stock of each Timber Group Subsidiary as will be
outstanding immediately following such exchange of shares, such Timber
Group Subsidiary shares to be delivered to the holders of shares of Timber
Stock on the Redemption Date either directly or indirectly through another
Timber Group Subsidiary (as a wholly-owned subsidiary thereof) and to be
divided among the holders of Timber Stock pro rata in accordance with the
number of shares of Timber Stock held by each on such Redemption Date,
each of which shares of common stock of such Timber Group Subsidiary shall
be, upon such delivery, fully paid and nonassessable.
(ii) At any time at which all of the assets and liabilities attributed
to the Georgia-Pacific Group (and no other assets or liabilities of the
Corporation or any subsidiary thereof) are held directly or indirectly by
one or more wholly-owned subsidiaries of the Corporation (each, a
"Georgia-Pacific Group Subsidiary"), the Board of Directors may,
provided that there are assets of the Corporation legally available
therefor, redeem all of the outstanding shares of Georgia-Pacific Group
Stock, on a Redemption Date of which notice is delivered in accordance
with paragraph D.(d)(vi) of this Article, in exchange for all of the
shares of common stock of each Georgia-Pacific Group Subsidiary as will be
outstanding immediately following such exchange of shares, such shares of
common stock of each Georgia-Pacific Group Subsidiary to be delivered to
the holders of shares of Georgia-Pacific Group Stock on the Redemption
Date either directly or indirectly through another Georgia-Pacific Group
Subsidiary (as a wholly-owned subsidiary thereof) and to be divided among
the holders of Georgia-Pacific Group Stock pro rata in accordance with the
number of shares of Georgia-Pacific Group Stock held by each on such
Redemption Date, each of which shares of common stock of such Georgia-
Pacific Group Subsidiary shall be, upon such delivery, fully paid and
nonassessable.
(c) Treatment of Convertible Securities. After any Conversion Date or
Redemption Date on which all outstanding shares of either class of the Common
Stock are converted or redeemed, any share of such class of the Common Stock
that is to be issued on conversion, exchange or exercise of any Convertible
Securities shall, immediately upon such conversion, exchange or exercise and
without any notice from or to, or any other action on the part of, the
Corporation or its Board of Directors or the holder of such Convertible
Security:
(i) in the event the shares of such class of the Common Stock
outstanding on such Conversion Date were converted into shares of the
other class of the Common Stock (or another class or series of common
stock of the Corporation) pursuant to paragraph D.(a)(i)(2) or paragraph
D.(a)(iii), be converted into the amount of cash and/or the number of
shares of the kind of capital stock and/or other securities or property of
the Corporation that the number of shares of such class of the Common
Stock that were to be issued upon such conversion, exchange or exercise
would have received had such shares been outstanding on such Conversion
Date; or
(ii) in the event the shares of such class of the Common Stock
outstanding on such Redemption Date were redeemed pursuant to paragraph
D.(a)(i)(1)(B) or paragraph D.(b), be redeemed, to the extent of funds of
the Corporation legally available therefor, for $.01 per share in cash for
each share of such class of the Common Stock that otherwise would be
issued upon such conversion, exchange or exercise.
The provisions of the immediately preceding sentence shall not apply to
the extent that other adjustments in respect of such conversion, exchange or
redemption of a class of the Common Stock are otherwise made pursuant to the
provisions of such Convertible Securities.
(d) Notice and Other Provisions.
(i) Not later than the tenth Trading Day following the consummation of
a Disposition referred to in paragraph D.(a)(i), the Corporation shall
announce publicly by press release (1) the estimated Net Proceeds of such
Disposition, (2) the number of shares outstanding of the class of the
Common Stock relating to the Group subject to such Disposition and (3) the
number of shares of such class of Common Stock into or for which
Convertible Securities are then convertible, exchangeable or exercisable
and the conversion, exchange or exercise price thereof. Not earlier than
the 26th Trading Day and not later than the 30th Trading Day following the
consummation of such Disposition, the Corporation shall announce publicly
by press release which of the actions specified in paragraph D.(a)(i), it
has irrevocably determined to take in respect of such Disposition.
(ii) If the Corporation determines to make or pay a distribution or
dividend pursuant to paragraph D.(a)(i)(1)(A), the Corporation shall, not
later than the 30th Trading Day following the consummation of the
Disposition referred to in such paragraph, cause notice to be given to
each holder of shares of the class of the Common Stock relating to the
Group subject to such Disposition and to each holder of Convertible
Securities that are convertible into or exchangeable or exercisable for
shares of such class of Common Stock (unless alternate provision for such
notice to the holders of such Convertible Securities is made pursuant to
the terms of such Convertible Securities), setting forth (1) the record
date for determining holders entitled to receive such distribution or
dividend, which shall be not earlier than the 40th Trading Day and not
later than the 50th Trading Day following the consummation of such
Disposition, (2) the anticipated payment date of such distribution or
dividend (which shall not be more than 85 Trading Days following the
consummation of such Disposition), (3) the type of property to be paid as
such distribution or dividend in respect of the outstanding shares of such
class of Common Stock, (4) the Net Proceeds of such Disposition, (5) the
number of outstanding shares of such class of Common Stock and the number
of shares of such class of Common Stock into or for which outstanding
Convertible Securities are then convertible, exchangeable or exercisable
and the conversion, exchange or exercise price thereof and (6) in the case
of notice to be given to holders of Convertible Securities, a statement to
the effect that a holder of such Convertible Securities shall be entitled
to receive such distribution or dividend only if such holder properly
converts, exchanges or exercises such Convertible Securities on or prior
to the record date referred to in clause (1) of this sentence. Such notice
shall be sent by first-class mail, postage prepaid, to each such holder at
such holder's address as the same appears on the transfer books of the
Corporation.
(iii) If the Corporation determines to undertake a redemption pursuant
to paragraph D.(a)(i)(1)(B)(I), the Corporation shall, not less than 35
Trading Days and not more than 45 Trading Days prior to the Redemption
Date, cause notice to be given to each holder of shares of the class of
the Common Stock relating to the Group subject to the Disposition referred
to in such paragraph and to each holder of Convertible Securities
convertible into or exchangeable or exercisable for shares of such class
of Common Stock (unless alternate provision for such notice to the holders
of such Convertible Securities is made pursuant to the terms of such
Convertible Securities), setting forth (1) a statement that all shares of
such class of Common Stock outstanding on the Redemption Date shall be
redeemed, (2) the Redemption Date (which shall not be more than 85 Trading
Days following the consummation of such Disposition), (3) the type of
property in which the redemption price for the shares of such class of
Common Stock to be redeemed is to be paid, (4) the Net Proceeds of such
Disposition, (5) the place or places where certificates for shares of such
class of Common Stock, properly endorsed or assigned for transfer (unless
the Corporation waives such requirement), are to be surrendered for
delivery of cash and/or securities or other property, (6) the number of
outstanding shares of such class of Common Stock and the number of shares
of such class of the Common Stock into or for which such outstanding
Convertible Securities are then convertible, exchangeable or exercisable
and the conversion, exchange or exercise price thereof, (7) in the case of
notice to be given to holders of Convertible Securities, a statement to
the effect that a holder of such Convertible Securities shall be entitled
to participate in such redemption only if such holder properly converts,
exchanges or exercises such Convertible Securities on or prior to the
Redemption Date referred to in clause (2) of this sentence and a statement
as to what, if anything, such holder will be entitled to receive pursuant
to the terms of such Convertible Securities or, if applicable, this
Section D. if such holder thereafter converts, exchanges or exercises such
Convertible Securities and (8) a statement to the effect that, except as
otherwise provided by paragraph D.(d)(ix), distributions and dividends on
such shares of the Common Stock shall cease to be paid as of such
Redemption Date. Such notice shall be sent by first-class mail, postage
prepaid, to each such holder at such holder's address as the same appears
on the transfer books of the Corporation.
(iv) If the Corporation determines to undertake a redemption pursuant
to paragraph D.(a)(i)(1)(B)(II), the Corporation shall, not later than the
30th Trading Day following the consummation of the Disposition referred to
in such paragraph, cause notice to be given to each holder of shares of
the class of the Common Stock relating to the Group subject to such
Disposition and to each holder of Convertible Securities that are
convertible into or exchangeable or exercisable for shares of such class
of Common Stock (unless alternate provision for such notice to the holders
of such Convertible Securities is made pursuant to the terms of such
Convertible Securities) setting forth (1) a date not earlier than the 40th
Trading Day and not later than the 50th Trading Day following the
consummation of the Disposition in respect of which such redemption is to
be made on which shares of such class of the Common Stock shall be
selected for redemption, (2) the anticipated Redemption Date (which shall
not be more than 85 Trading Days following the consummation of such
Disposition), (3) the type of property in which the redemption price for
the shares to be redeemed is to be paid, (4) the Net Proceeds of such
Disposition, (5) the number of shares of such class of Common Stock
outstanding and the number of shares of such class of Common Stock into or
for which outstanding Convertible Securities are then convertible,
exchangeable or exercisable and the conversion, exchange or exercise price
thereof, (6) in the case of notice to be given to holders of Convertible
Securities, a statement to the effect that a holder of such Convertible
Securities shall be eligible to participate in such selection for
redemption only if such holder properly converts, exchanges or exercises
such Convertible Securities on or prior to the record date referred to in
clause (1) of this sentence, and a statement as to what, if anything, such
holder will be entitled to receive pursuant to the terms of such
Convertible Securities or, if applicable, this Section D. if such holder
thereafter converts, exchanges or exercises such Convertible Securities
and (7) a statement that the Corporation will not be required to register
a transfer of any shares of such class of the Common Stock for a period of
15 Trading Days next preceding the date referred to in clause (1) of this
sentence. Promptly following the date referred to in clause (1) of the
preceding sentence, but not earlier than 40 Trading Days nor later than 50
Trading Days following the consummation of such Disposition, the
Corporation shall cause a notice to be given to each holder of record of
shares of such class of Common Stock to be redeemed setting forth (1) the
number of shares of such class of Common Stock held by such holder to be
redeemed, (2) a statement that such shares of such class of Common Stock
shall be redeemed, (3) the Redemption Date, (4) the kind and per share
amount of cash and/or securities or other property to be received by such
holder with respect to each share of such class of Common Stock to be
redeemed, including details as to the calculation thereof, (5) the place
or places where certificates for shares of such class of Common Stock,
properly endorsed or assigned for transfer (unless the Corporation shall
waive such requirement), are to be surrendered for delivery of such cash
and/or securities or other property, (6) if applicable, a statement to the
effect that the shares being redeemed may no longer be transferred on the
transfer books of the Corporation after the Redemption Date and (7) a
statement to the effect that, subject to paragraph D.(d)(ix),
distributions and dividends on such shares of such class of Common Stock
shall cease to be paid as of the Redemption Date. Such notices shall be
sent by first-class mail, postage prepaid, to each such holder at such
holder's address as the same appears on the transfer books of the
Corporation.
(v) If the Corporation determines to convert either class of the Common
Stock into the other class (or another class or series of common stock of
the Corporation) pursuant to paragraph D.(a)(i)(2), D.(a)(iii) or
D.(a)(iv), the Corporation shall, not less than 35 Trading Days and not
more than 45 Trading Days prior to the Conversion Date, cause notice to be
given to each holder of shares of the class of the Common Stock to be so
converted and to each holder of Convertible Securities that are
convertible into or exchangeable or exercisable for shares of such class
of Common Stock (unless alternate provision for such notice to the holders
of such Convertible Securities is made pursuant to the terms of such
Convertible Securities) setting forth (1) a statement that all outstanding
shares of such class of Common Stock shall be converted, (2) the
Conversion Date (which, in the case of a conversion after a Disposition,
shall not be more than 85 Trading Days following the consummation of such
Disposition), (3) the per share number of shares of Common Stock (or
another class or series of common stock of the Corporation), as the case
may be, to be received with respect to each share of such class of Common
Stock, including details as to the calculation thereof, (4) the place or
places where certificates for shares of such class of Common Stock,
properly endorsed or assigned for transfer (unless the Corporation shall
waive such requirement), are to be surrendered for delivery of
certificates for shares of such class of Common Stock, (5) the number of
outstanding shares of such class of Common Stock and the number of shares
of such class of Common Stock into or for which outstanding Convertible
Securities are then convertible, exchangeable or exercisable and the
conversion, exchange or exercise price thereof, (6) a statement to the
effect that, subject to paragraph D.(d)(ix), distributions and dividends
on such shares of Common Stock shall cease to be made as of such
Conversion Date and (7) in the case of notice to holders of such
Convertible Securities, a statement to the effect that a holder of such
Convertible Securities shall be entitled to receive shares of such class
of Common Stock upon such conversion only if such holder properly
converts, exchanges or exercises such Convertible Securities on or prior
to such Conversion Date and a statement as to what, if anything, such
holder will be entitled to receive pursuant to the terms of such
Convertible Securities or, if applicable, this Section D. if such holder
thereafter converts, exchanges or exercises such Convertible Securities.
Such notice shall be sent by first-class mail, postage prepaid, to each
such holder at such holder's address as the same appears on the transfer
books of the Corporation.
(vi) If the Corporation determines to redeem shares of either class of
the Common Stock pursuant to paragraph D.(b), the Corporation shall cause
notice to be given to each holder of shares of such class of the Common
Stock to be redeemed and to each holder of Convertible Securities that are
convertible into or exchangeable or exercisable for shares of such class
of the Common Stock (unless alternate provision for such notice to the
holders of such Convertible Securities is made pursuant to the terms of
such Convertible Securities), setting forth (1) a statement that all
shares of such class of the Common Stock outstanding on the Redemption
Date shall be redeemed in exchange for shares of common stock of each
Timber Group Subsidiary (if such redemption is pursuant to paragraph
D.(b)(i)) or shares of common stock of each Georgia-Pacific Group
Subsidiary (if such redemption is pursuant to paragraph D.(b)(ii)), (2)
the Redemption Date, (3) the place or places where certificates for shares
of the class of the Common Stock to be redeemed, properly endorsed or
assigned for transfer (unless the Corporation shall waive such
requirement), are to be surrendered for delivery of certificates for
shares of the common stock of each Timber Group Subsidiary or Georgia-
Pacific Group Subsidiary, as applicable, (4) a statement to the effect
that, subject to paragraph D.(d)(ix), distributions and dividends on such
shares of the Common Stock shall cease to be paid as of such Redemption
Date, (5) the number of shares of such class of the Common Stock
outstanding and the number of shares of such class of Common Stock into or
for which outstanding Convertible Securities are then convertible,
exchangeable or exercisable and the conversion, exchange or exercise price
thereof and (6) in the case of notice to holders of Convertible
Securities, a statement to the effect that a holder of Convertible
Securities shall be entitled to receive shares of common stock of each
Timber Group Subsidiary or Georgia-Pacific Group Subsidiary, as
applicable, upon redemption only if such holder properly converts,
exchanges or exercises such Convertible Securities on or prior to the
Redemption Date and a statement as to what, if anything, such holder will
be entitled to receive pursuant to the terms of such Convertible
Securities or, if applicable, this Section D., if such holder thereafter
converts, exchanges or exercises such Convertible Securities. Such notice
shall be sent by first-class mail, postage prepaid, not less than 30
Trading Days nor more than 45 Trading Days prior to the Redemption Date to
each such holder at such holder's address as the same appears on the
transfer books of the Corporation.
(vii) If less than all of the outstanding shares of the Common Stock of
a class are to be redeemed pursuant to paragraph D.(a)(i)(1)(B)(II), the
shares to be redeemed by the Corporation shall be selected from among the
holders of shares of such class of the Common Stock outstanding at the
close of business on the record date for such redemption on a pro rata
basis among all such holders or by lot or by such other method as may be
determined by the Board of Directors of the Corporation to be equitable.
(viii) The Corporation shall not be required to issue or deliver
fractional shares of any capital stock or of any other securities to any
holder of either class of the Common Stock upon any conversion,
redemption, dividend or other distribution pursuant to this Section D. If
more than one share of either class of the Common Stock shall be held at
the same time by the same holder, the Corporation may aggregate the number
of shares of any capital stock that shall be issuable or any other
securities or property that shall be distributable to such holder upon any
conversion, redemption, dividend or other distribution (including any
fractional shares). If there are fractional shares of any capital stock or
of any other securities remaining to be issued or distributed to the
holders of either class of the Common Stock, the Corporation shall, if
such fractional shares are not issued or distributed to the holder, pay
cash in respect of such fractional shares in an amount equal to the Fair
Value thereof on the fifth Trading Day prior to the date such payment is
to be made (without interest).
(ix) No adjustments in respect of distributions or dividends shall be
made upon the conversion or redemption of any shares of either class of
the Common Stock; provided, however, that if the Conversion Date or
Redemption Date, as the case may be, with respect to any shares of either
class of the Common Stock shall be subsequent to the record date for the
payment of a distribution or dividend thereon or with respect thereto, the
holders of such class of the Common Stock at the close of business on such
record date shall be entitled to receive the distribution or dividend
payable on or with respect to such shares on the date set for payment of
such distribution or dividend, in each case without interest,
notwithstanding the subsequent conversion or redemption of such shares.
(x) Before any holder of shares of either class of the Common Stock
shall be entitled to receive any cash payment and/or certificates or
instruments representing shares of any capital stock and/or other
securities or property to be distributed to such holder with respect to
such class of the Common Stock pursuant to this Section D., such holder
shall surrender at such place as the Corporation shall specify
certificates for such shares of the Common Stock, properly endorsed or
assigned for transfer (unless the Corporation shall waive such
requirement). The Corporation shall as soon as practicable after receipt
of certificates representing such shares of the Common Stock deliver to
the person for whose account such shares of the Common Stock were so
surrendered, or to such person's nominee or nominees, the cash and/or the
certificates or instruments representing the number of whole shares of the
kind of capital stock and/or other securities or property to which such
person shall be entitled as aforesaid, together with any payment in
respect of fractional shares contemplated by paragraph D.(d)(viii), in
each case without interest. If less than all of the shares of either class
of the Common Stock represented by any one certificate are to be redeemed,
the Corporation shall issue and deliver a new certificate for the shares
of such class of Common Stock not redeemed.
(xi) From and after any applicable Conversion Date or Redemption Date,
as the case may be, all rights of a holder of shares of either class of
the Common Stock that were converted or redeemed shall cease except for
the right, upon surrender of the certificates representing such shares of
the Common Stock as required by paragraph D.(d)(x), to receive the cash
and/or the certificates or instruments representing shares of the kind and
amount of capital stock and/or other securities or property for which such
shares were converted or redeemed, together with any payment in respect of
fractional shares contemplated by paragraph D.(d)(viii) (which shall be
held by the Corporation for the holder of shares of the Common Stock that
were redeemed until the receipt of certificates representing such shares
of the Common Stock as provided in paragraph D.(d)(x))and rights to
distributions or dividends as provided in paragraph D.(d)(ix), in each
case without interest. No holder of a certificate that immediately prior
to the applicable Conversion Date or Redemption Date represented shares of
a class of the Common Stock shall be entitled to receive any distribution
or dividend or interest payment with respect to shares of any kind of
capital stock or other security or instrument for which such class of the
Common Stock was converted or redeemed until the surrender as required by
this Section D. of such certificate in exchange for a certificate or
certificates or instrument or instruments representing such capital stock
or other security. Subject to applicable escheat and similar laws, upon
such surrender, there shall be paid to the holder the amount of any
distributions or dividends (without interest) which theretofore became
payable on any class or series of capital stock of the Corporation as of a
record date after the Conversion Date or Redemption Date, but that were
not paid by reason of the foregoing, with respect to the number of whole
shares of the kind of capital stock represented by the certificate or
certificates issued upon such surrender. From and after a Conversion Date
or Redemption Date, the Corporation shall, however, be entitled to treat
the certificates for a class of the Common Stock that have not yet been
surrendered for conversion or redemption as evidencing the ownership of
the number of whole shares of the kind or kinds of capital stock of the
Corporation for which the shares of such class of the Common Stock
represented by such certificates shall have been converted or redeemed,
notwithstanding the failure to surrender such certificates.
(xii) The Corporation shall pay any and all documentary, stamp or
similar issue or transfer taxes that may be payable in respect of the
issuance or delivery of any shares of capital stock and/or other
securities upon conversion or redemption of shares of either class of the
Common Stock pursuant to this Section D. The Corporation shall not,
however, be required to pay any tax that may be payable in respect of any
transfer involved in the issuance or delivery of any shares of capital
stock and/or other securities in a name other than that in which the
shares of such class of the Common Stock so converted or redeemed were
registered, and no such issuance or delivery shall be made unless and
until the person requesting such issuance or delivery has paid to the
Corporation the amount of any such tax or has established to the
satisfaction of the Corporation that such tax has been paid.
(xiii) Neither the failure to mail any notice required by this
paragraph D.(d) to any particular holder of the Common Stock or of
Convertible Securities nor any defect therein shall affect the sufficiency
thereof with respect to any other holder of outstanding shares of the
Common Stock or of Convertible Securities or the validity of any such
conversion or redemption.
(xiv) The Board of Directors may establish such rules and requirements
to facilitate the effectuation of the transactions contemplated by this
Section D. as the Board of Directors shall determine to be appropriate.
E. Application of the Provisions of this Certificate of Designations.
(a) Certain Determinations by the Board of Directors. The Board of
Directors shall make such determinations with respect to the assets and
liabilities to be attributed to the Groups, the application of the provisions
of this Article VII to transactions to be engaged in by the Corporation and
the preferences, limitations and relative rights of the holders of either
class of the Common Stock, and the qualifications and restrictions thereon,
provided by the Articles as may be or become necessary or appropriate to the
exercise of such preferences, limitations and relative rights, including,
without limiting the foregoing, the determinations referred to in the
following paragraphs E.(a)(i), (ii) and (iii). A record of any such
determination shall be filed with the records of the actions of the Board of
Directors.
(i) Upon any acquisition by the Corporation or its subsidiaries of any
assets or business, or any assumption of liabilities, outside of the
ordinary course of business of the Georgia-Pacific Group or the Timber
Group, as the case may be, the Board of Directors shall determine whether
such assets, business and liabilities (or an interest therein) shall be
for the benefit of the Georgia-Pacific Group or the Timber Group or that
an interest therein shall be partly for the benefit of the Georgia-Pacific
Group and partly for the benefit of the Timber Group and, accordingly,
shall be attributed to the Georgia-Pacific Group or the Timber Group, or
partly to each, in accordance with paragraph F.(g) or (q), as the case may
be.
(ii) Upon any issuance of any shares of the Preferred Stock or the
Junior Preferred Stock of any series, the Board of Directors shall
attribute, based on the use of proceeds of such issuance of shares of the
Preferred Stock or the Junior Preferred Stock in the business of the
Georgia-Pacific Group or the Timber Group and any other relevant factors,
the shares so issued entirely to the Georgia-Pacific Group or entirely to
the Timber Group or partly to the Georgia-Pacific Group and partly to the
Timber Group in such proportion as the Board of Directors shall determine.
(iii) Upon any redemption or repurchase by the Corporation or any
subsidiary thereof of shares of the Preferred Stock or the Junior
Preferred Stock of any class or series or of other securities or debt
obligations of the Corporation, the Board of Directors shall determine,
based on the property used to redeem or purchase such shares, other
securities or debt obligations, which, if any, of such shares, other
securities or debt obligations redeemed or repurchased shall be attributed
to the Georgia-Pacific Group and which, if any, of such shares, other
securities or debt obligations shall be attributed to the Timber Group
and, accordingly, how many of the shares of such series of the Preferred
Stock or the Junior Preferred Stock or of such other securities, or how
much of such debt obligations, that remain outstanding, if any, are
thereafter attributed to the Georgia-Pacific Group or to the Timber Group.
(b) Certain Determinations Not Required. Notwithstanding the foregoing
provisions of this Section E., the provisions of paragraphs F.(g) or (q) or
any other provision, at any time when there are not outstanding both (i) one
or more shares of Georgia-Pacific Group Stock or Convertible Securities
convertible into or exchangeable or exercisable for Georgia-Pacific Group
Stock and (ii) one or more shares of Timber Stock or Convertible Securities
convertible into or exchangeable or exercisable for Timber Stock, the
Corporation need not (A) attribute any of the assets or liabilities of the
Corporation or any of its subsidiaries to the Georgia-Pacific Group or the
Timber Group or (B) make any determination required in connection therewith,
nor shall the Board of Directors be required to make any of the
determinations otherwise required by this Article, and in such circumstances
the holders of the shares of Georgia-Pacific Group Stock or Timber Stock
outstanding, as the case may be, shall (unless otherwise specifically
provided by the Articles) be entitled to all the preferences or other
relative rights of both classes of the Common Stock without differentiation
between the Georgia-Pacific Group Stock and the Timber Stock.
(c) Board Determinations Binding. Subject to applicable law, any
determinations made in good faith by the Board of Directors of the
Corporation under any provision of this Section E. or otherwise in
furtherance of the application of this Article shall be final and binding on
all shareholders.
F. Certain Definitions. As used in this Article, the following terms shall
have the following meanings (with terms defined in the singular having
comparable meaning when used in the plural and vice versa), unless the context
otherwise requires. As used in this Section F., a "contribution" or
"transfer" of assets or properties from one Group to another shall refer to
the reattribution of such assets or properties from the contributing or
transferring Group to the other Group and correlative phrases shall have
correlative meanings.
(a) "Available Distribution Amount" shall mean, as the context requires,
a reference to the Georgia-Pacific Group Available Distribution Amount or the
Timber Group Available Distribution Amount.
(b) "Common Stock" shall mean the collective reference to the Georgia-
Pacific Group Stock and the Timber Stock, and either may sometimes be called
a class of Common Stock.
(c) "Conversion Date" shall mean the date fixed by the Board of
Directors as the effective date for the conversion of shares of Georgia-
Pacific Group Stock or Timber Stock, as the case may be, into shares of
Timber Stock or Georgia-Pacific Group Stock, respectively (or another class
or series of common stock of the Corporation, as the case may be) as shall be
set forth in the notice to holders of shares of the class of Common Stock
subject to such conversion and to holders of any Convertible Securities that
are convertible into or exchangeable or exercisable for shares of the class
of Common Stock subject to such conversion required pursuant to paragraph
D.(d)(v).
(d) "Convertible Securities" shall mean at any time any securities of
the Corporation or of any subsidiary thereof (other than shares of the Common
Stock), including warrants and options, outstanding at such time that by
their terms are convertible into or exchangeable or exercisable for or
evidence the right to acquire any shares of either class of the Common Stock,
whether convertible, exchangeable or exercisable at such time or a later time
or only upon the occurrence of certain events, but in respect of antidilution
provisions of such securities only upon the effectiveness thereof.
(e) "Disposition" shall mean a sale, transfer, assignment or other
disposition (whether by merger, consolidation, sale or contribution of assets
or stock or otherwise) of properties or assets (including stock, other
securities and goodwill).
(f) "Fair Value" shall mean, (i) in the case of equity securities or
debt securities of a class or series that has previously been Publicly Traded
for a period of at least 15 months, the Market Value thereof (if such Market
Value, as so defined, can be determined); (ii) in the case of an equity
security or debt security that has not been Publicly Traded for at least 15
months or the Market Value of which cannot be determined, the fair value per
share of stock or per other unit of such security, on a fully distributed
basis, as determined by an independent investment banking firm experienced in
the valuation of securities selected in good faith by the Board of Directors,
or, if no such investment banking firm is, as determined in the good faith
judgment of the Board of Directors, available to make such determination, in
good faith by the Board of Directors; (iii) in the case of cash denominated
in U.S. dollars, the face amount thereof and in the case of cash denominated
in other than U.S. dollars, the face amount thereof converted into U.S.
dollars at the rate published in The Wall Street Journal on the date for the
determination of Fair Value or, if not so published, at such rate as shall be
determined in good faith by the Board of Directors based upon such
information as the Board of Directors shall in good faith determine to be
appropriate in accordance with good business practice; and (iv) in the case
of property other than securities or cash, the ''Fair Value'' thereof shall
be determined in good faith by the Board of Directors based upon such
appraisals or valuation reports of such independent experts as the Board of
Directors shall in good faith determine to be appropriate in accordance with
good business practice. Any such determination of Fair Value shall be
described in a statement filed with the records of the actions of the Board
of Directors.
(g) "Georgia-Pacific Group" shall mean, as of any date:
(i) the interest of the Corporation or any of its subsidiaries on such
date in all of the assets, liabilities and businesses of the Corporation
or any of its subsidiaries (and any successor companies), other than any
assets, liabilities and businesses attributed in accordance with this
Article to the Timber Group;
(ii) all properties and assets transferred to the Georgia-Pacific Group
from the Timber Group pursuant to transactions in the ordinary course of
business of both the Georgia-Pacific Group and the Timber Group or
otherwise as the Board of Directors may have directed as permitted by this
Article; and
(iii) the interest of the Corporation or any of its subsidiaries in any
business or asset acquired and any liabilities assumed by the Corporation
or any of its subsidiaries outside the ordinary course of business and
attributed to the Georgia-Pacific Group, as determined by the Board of
Directors as contemplated by paragraph E.(a)(i);
provided that from and after any transfer of any assets or properties from
the Georgia-Pacific Group to the Timber Group, the Georgia-Pacific Group
shall no longer include such assets or properties so contributed or
transferred.
(h) "Georgia-Pacific Group Available Distribution Amount," on any date,
shall mean any amount in excess of the minimum amount necessary for the
Georgia-Pacific Group to be able to pay its debts as they become due in the
usual course of business.
(i) "Group" shall mean, as of any date, the Georgia-Pacific Group or the
Timber Group, as the case may be.
(j) "Market Capitalization" of any class or series of common stock on
any date shall mean the product of (i) the Market Value of one share of such
class or series of capital stock on such date and (ii) the number of shares
of such class or series of capital stock outstanding on such date.
(k) "Market Value" of a share of any class or series of capital stock of
the Corporation on any day shall mean the average of the high and low
reported sales prices regular way of a share of such class or series on such
Trading Day or, in case no such reported sale takes place on such Trading
Day, the average of the reported closing bid and asked prices regular way of
a share of such class or series on such Trading Day, in either case as
reported on the New York Stock Exchange Composite Tape or, if the shares of
such class or series are not listed or admitted to trading on such Exchange
on such Trading Day, on the principal national securities exchange in the
United States on which the shares of such class or series are listed or
admitted to trading or, if not listed or admitted to trading on any national
securities exchange on such Trading Day, on The Nasdaq National Market or, if
the shares of such class or series are not listed or admitted to trading on
any national securities exchange or quoted on The Nasdaq National Market on
such Trading Day, the average of the closing bid and ask prices of a share of
such class or series in the over-the-counter market on such Trading Day as
furnished by any New York Stock Exchange member firm selected from time to
time by the Corporation or, if such closing bid and asked prices are not made
available by any such New York Stock Exchange member firm on such Trading
Day, the Fair Value of a share of such class or series as set forth in clause
(ii) of the definition of Fair Value; provided that, for purposes of
determining the Market Value of a share of any class or series of capital
stock for any period, (i) the ''Market Value'' of a share of capital stock on
any day prior to any ''ex-dividend'' date or any similar date occurring
during such period for any dividend or distribution (other than any dividend
or distribution contemplated by clause (ii)(B) of this sentence) paid or to
be paid with respect to such capital stock shall be reduced by the Fair Value
of the per share amount of such dividend or distribution and (ii) the
"Market Value" of any share of capital stock on any day prior to (A) the
effective date of any subdivision (by stock split or otherwise) or
combination (by reverse stock split or otherwise) of outstanding shares of
such class or series of capital stock occurring during such period or (B) any
"ex-dividend" date or any similar date occurring during such period for any
dividend or distribution with respect to such capital stock to be made in
shares of such class or series of capital stock or Convertible Securities
that are convertible, exchangeable or exercisable for such class or series of
capital stock shall be appropriately adjusted, as determined by the Board of
Directors, to reflect such subdivision, combination, dividend or
distribution.
(l) "Market Value Ratio of the Converted Stock to the Consideration
Stock" as of any date shall mean the fraction (which may be greater or less
than 1/1), expressed as a decimal (rounded to the nearest five decimal
places), of a share of a class of Common Stock (or another class or series of
common stock of the Corporation, if so provided by paragraph D.(a) because
such class of Common Stock is not then Publicly Traded) to be received by
holders of shares of another class of Common Stock upon the conversion of all
or a portion of such class of shares into such other class or series of
shares (such class of Common Stock or another class or series of common stock
to be received, the "Consideration Stock" and such class of Common Stock to
be converted, the "Converted Stock") in accordance with paragraph D.(a),
based on the ratio of the Market Value of a share of Converted Stock to the
Market Value of a share of Consideration Stock as of such date, determined by
the fraction the numerator of which shall be the sum of (A) four times the
average Market Value of one share of Converted Stock over the period of five
consecutive Trading Days ending on such date, (B) three times the average
Market Value of one share of Converted Stock over the period of five
consecutive Trading Days ending on the fifth Trading Day prior to such date,
(C) two times the average Market Value of one share of Converted Stock over
the period of five consecutive Trading Days ending on the 10th Trading Day
prior to such date and (D) the average Market Value of one share of Converted
Stock over the period of five consecutive Trading Days ending on the 15th
Trading Day prior to such date, and the denominator of which shall be the sum
of (A) four times the average Market Value of one share of Consideration
Stock (or such other common stock) over the period of five consecutive
Trading Days ending on such date, (B) three times the average Market Value of
one share of Consideration Stock (or such other common stock) over the period
of five consecutive Trading Days ending on the fifth Trading Day prior to
such date, (C) two times the average Market Value of one share of
Consideration Stock (or such other common stock) over the period of five
consecutive Trading Days ending on the 10th Trading Day prior to such date
and (D) the average Market Value of one share of Consideration Stock (or such
other common stock) over the period of five consecutive Trading Days ending
on the 15th Trading Day prior to such date.
(m) "Net Proceeds" shall mean, as of any date with respect to any
Disposition of any of the properties and assets attributed to the Georgia-
Pacific Group or the Timber Group, as the case may be, an amount, if any,
equal to what remains of the gross proceeds of such Disposition after payment
of, or reasonable provision is made as determined by the Board of Directors
for, (A) any taxes payable by the Corporation (or which would have been
payable but for the utilization of tax benefits attributable to the other
Group) in respect of such Disposition or in respect of any resulting dividend
or redemption pursuant to paragraphs D.(a)(i)(1)(A) or (B), (B) any
transaction costs, including, without limitation, any legal, investment
banking and accounting fees and expenses and (C) any liabilities (contingent
or otherwise) of or attributed to such Group, including, without limitation,
any liabilities for deferred taxes or any indemnity or guarantee obligations
of the Corporation incurred in connection with the Disposition or otherwise,
and any liabilities for future purchase price adjustments and any
preferential amounts plus any accumulated and unpaid distributions in respect
of the Preferred Stock or the Junior Preferred Stock attributed to such
Group. For purposes of this definition, any properties and assets attributed
to the Group, the properties and assets of which are subject to such
Disposition, remaining after such Disposition shall constitute "reasonable
provision: for such amount of taxes, costs and liabilities (contingent or
otherwise) as the Board of Directors determines can be expected to be
supported by such properties and assets.
(n) "Publicly Traded" with respect to any security shall mean that such
security is (i) registered under Section 12 of the Securities Exchange Act of
1934, as amended (or any successor provision of law), and (ii) listed for
trading on the New York Stock Exchange or the American Stock Exchange (or any
national securities exchange registered under Section 7 of the Securities
Exchange Act of 1934, as amended (or any successor provision of law), that is
the successor to either such exchange) or listed on The Nasdaq Stock Market
(or any successor market system).
(o) "Redemption Date" shall mean the date fixed by the Board of
Directors as the effective date for a redemption of shares of either class of
the Common Stock, as set forth in a notice to holders thereof required
pursuant to paragraphs D.(d)(iii), (iv) or (vi).
(p) "Related Business Transaction" means any Disposition of all or
substantially all the properties and assets attributed to the Georgia-Pacific
Group or the Timber Group, as the case may be, in a transaction or series of
related transactions that result in the Corporation receiving in
consideration of such properties and assets primarily equity securities
(including, without limitation, capital stock, debt securities convertible
into or exchangeable for equity securities or interests in a general or
limited partnership or limited liability company, without regard to the
voting power or other management or governance rights associated therewith)
of any entity which (i) acquires such properties or assets or succeeds (by
merger, formation of a joint venture or otherwise) to the business conducted
with such properties or assets or controls such acquiror or successor and
(ii) is primarily engaged or proposes to engage primarily in one or more
businesses similar or complementary to the businesses conducted by such Group
prior to such Disposition, as determined by the Board of Directors.
(q) "Timber Group" shall mean, as of any date:
(i) all assets and liabilities of the Corporation and its subsidiaries
attributed by the Board of Directors to the Timber Group;
(ii) all properties and assets transferred to the Timber Group from the
Georgia-Pacific Group pursuant to transactions in the ordinary course of
business of the Georgia-Pacific Group and the Timber Group or otherwise as
the Board of Directors may have directed as permitted by this Article; and
(iii) the interest of the Corporation or any of its subsidiaries in any
business or asset acquired and any liabilities assumed by the Corporation
or any of its subsidiaries outside of the ordinary course of business and
attributed to the Timber Group, as determined by the Board of Directors as
contemplated by paragraph E.(a)(i);
provided that from and after any transfer of any assets or properties from
the Timber Group to the Georgia-Pacific Group, the Timber Group shall no
longer include such assets or properties so contributed or transferred.
(r) "Timber Group Available Distribution Amount," on any date, shall
mean any amount in excess of the minimum amount necessary for the Timber
Group to be able to pay its debts as they become due in the usual course of
business.
(s) "Trading Day" shall mean each weekday other than any day on which
the relevant class of common stock of the Corporation is not traded on any
national securities exchange or quoted on The Nasdaq National Market or in
the over-the-counter market.
G. Inconsistencies. In the event of an inconsistency between the provisions
of this Article V and the provisions of Article IV relating to the Junior
Preferred Stock, the provisions of Article IV shall control.
ARTICLE VI.
A. Notwithstanding any provision of the Bylaws of the Corporation (and
notwithstanding that some lesser percentage may be permissible in law), the
following provisions of the Bylaws of the Corporation, as in effect on March 3,
1984, shall not be amended, modified or repealed by the shareholders of the
Corporation, nor shall any provision of the Bylaws of the Corporation
inconsistent with such provisions be adopted by the shareholders of the
Corporation, except pursuant to the affirmative vote of at least seventy-five
percent (75%) of the voting power of the outstanding capital stock of the
Corporation entitled to vote generally in the election of directors, voting as a
class: Article I, Section 2; Article II, Section 1(A); Article II, Section 1(D);
Article II, Section 8; and Article II, Section 9.
B. Notwithstanding that some lesser percentage may be permissible in law, no
provision of Article IV of these Articles of Incorporation regarding Junior
Preferred Stock of the Corporation and no provision of this Article VI shall be
amended, modified or repealed by the shareholders of the Corporation, nor shall
any provision of these Articles of Incorporation inconsistent with any such
provision be adopted by the shareholders of the Corporation, except pursuant to
the affirmative vote of at least seventy-five percent (75%) of the voting power
of the outstanding capital stock of the Corporation entitled to vote generally
in the election of directors, voting as a class.
ARTICLE VII.
A. A director of the Corporation shall not be liable to the Corporation or
its shareholders for monetary damages for any action taken, or any failure to
take any action, as a director, except for liability (i) for any appropriation,
in violation of his or her duties, of any business opportunity of the
Corporation, (ii) for acts or omissions that involve intentional misconduct or a
knowing violation of law, (iii) of the types set forth in Section 14-2-832 of
the Georgia Business Corporation Code, or (iv) for any transaction from which
the director received an improper personal benefit.
B. Any repeal or modification of the provisions of this Article VII by the
shareholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the liability of a director of the
Corporation with respect to any act or omission occurring prior to the effective
date of such repeal or modification.
C. If the Georgia Business Corporation Code is hereafter amended to authorize
the further elimination or limitation of the liability of directors, then the
liability of a director of the Corporation, in addition to the limitation on
personal liability provided herein, shall be limited to the fullest extent
permitted by the amended Georgia Business Corporation Code.
D. In the event that any of the provisions of this Article VII (including any
provision within a single sentence) is held by a court of competent jurisdiction
to be invalid, void or otherwise unenforceable, the remaining provisions are
severable and shall remain enforceable to the fullest extent permitted by law.
ARTICLE VIII.
In discharging the duties of their respective positions and in determining
what is believed to be in the best interests of the Corporation, the Board of
Directors, committees of the Board of Directors and individual directors, in
addition to considering the effects of any action on the Corporation and its
shareholders, may consider the interests of the employees, customers, suppliers
and creditors of the Corporation and its subsidiaries, the communities in which
offices or other establishments of the Corporation and its subsidiaries are
located, and all other factors such directors consider pertinent; provided,
however that no constituency shall be deemed to have been given any right to
consideration hereby.
IN WITNESS WHEREOF, GEORGIA-PACIFIC CORPORATION has caused these Restated
Articles of Incorporation to be executed and its corporate seal to be affixed
and has caused its seal and the execution hereof to be attested, all by its duly
authorized officers, this 16th day of December, 1997.
GEORGIA-PACIFIC CORPORATION
By: /s/ James F. Kelley
-------------------
James F. Kelley
Senior Vice President-Law and General
Counsel
[CORPORATE SEAL]
Attest:
/s/ Kenneth F. Khoury
Kenneth F. Khoury
Vice President and Secretary
1993 GEORGIA-PACIFIC CORPORATION
REPLACEMENT EMPLOYEE STOCK OPTION
(G-P Group Stock)
THIS AGREEMENT, dated December 17, 1997, 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, on January 27, 1993, the Optionee was granted pursuant to the
Georgia-Pacific Corporation 1993 Employee Stock Option Plan the option to
purchase from the Company up to, but not exceeding in the aggregate,
-----
shares of the Company's then existing common stock ("G-P Common Stock") at a
price of $59.00 per share (the "Original Option"), of which an option to
purchase from the Company up to, but not exceeding in the aggregate,
-----
shares of G-P Common Stock remained outstanding on December 17, 1997;
WHEREAS, the shareholders of the Company have approved, effective
December 16, 1997, a recapitalization of the Company's common stock, viz. the
conversion of each share of G-P Common Stock into one share of Georgia-Pacific
Corporation--Georgia-Pacific Group Common Stock ("G-P Group Stock") and the
distribution of one share of Georgia-Pacific Corporation--Timber Group Common
Stock ("Timber Stock") with respect to each share of G-P Group Stock (the
`Letter Stock Transaction'');
WHEREAS, as a consequence of the implementation of the Letter Stock
Transaction and as authorized under Section 9 of the agreement documenting the
Original Option, it is necessary to convert the Original Option into two
separate options (each independently exercisable), one to purchase shares of G-P
Group Stock and the other to purchase shares of Timber Stock, in each case for a
number of shares equal to the number of shares specified in the Original Option
that remain outstanding on December 17, 1997;
WHEREAS, in making the options conversion contemplated in the Letter
Stock Transaction, the exercise price for the G-P Group Stock option is equal to
the exercise price under the Original Option (the "Original Option Price")
multiplied by a fraction, the numerator of which is the average of the high and
low price for G-P Group Stock on the first date such stock is traded, regular
way, on the New York Stock Exchange (the "G-P Group Stock Price") and the
denominator of which is the sum of the G-P Group Stock Price and the average of
the high and low price for Timber Stock on the first date such stock is traded,
regular way, on the New York Stock Exchange, and the exercise price for the
Timber Stock option will equal the difference between the Original Option Price
and the exercise price for the G-P Group Stock option; and
WHEREAS, the G-P Group Stock options and the Timber Stock options
issued as replacements for the Original Option are to be deemed to be
continuations of the Original Option;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto do hereby mutually agree as follows:
1. 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 or
surrender 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 January 27, 1998 the option to purchase from the Company, from
time to time, as hereinafter more specifically stated, at a price of $41.99 per
share, up to but not exceeding in the aggregate, shares of G-P Group
----------
Stock, which option may be exercised or surrendered, in whole or in part, from
time to time, commencing on the date hereof, but no later than January 27, 1998.
Such period may not be extended pursuant to the provisions of Section 5.
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; 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.
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 option price of such shares. 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.
Within thirty 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.
The Optionee may elect, in lieu of the exercise of the option, to
surrender the option granted hereby, or any portion thereof, by delivery to the
Treasurer of the Company or his delegate, from time to time, of written notice,
signed by the Optionee, specifying the portion of the option the Optionee then
desires to surrender. 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
surrender.
Within thirty business days after any such surrender of the
option, or any portion thereof, the Company shall deliver to the Optionee a
certificate or certificates representing shares of G-P Group Stock whose
aggregate fair market value equals the difference between the aggregate fair
market value of the shares covered by the option, or portion thereof,
surrendered and the aggregate option price of such shares.
No fractional shares of G-P Group Stock shall be issued and in
lieu thereof, if a fractional share of G-P Group Stock would otherwise be
deliverable to the Optionee, the Optionee shall be paid in cash an amount equal
to the same fraction of the fair market value of a share of G-P Group Stock.
"Fair market value" as used in this Section 3 shall mean the mean
between the high and low sales prices of G-P Group Stock on the day preceding
the date of surrender 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.
4. (a) The Company shall pay a cash bonus as of each date or dates
the option is exercised or surrendered, in whole or in part, in an amount
determined as follows:
(1) If the option is exercised, the market appreciation of
the shares being exercised (defined as the market price of G-P Group
Stock on the date of exercise, less the option price, adjusted pursuant
to Section l0 hereof, multiplied by the number of shares being
exercised on that date), multiplied by the Bonus Factor; and
(2) If the option is surrendered, the aggregate market
price on the day preceding the date of surrender of the shares received
by the Optionee multiplied by the Bonus Factor.
(3) 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 subsection
(a)(2), 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 option is exercised or
surrendered (taking into account any retroactive changes in the
specified tax rates).
"Market price" as used in this Section 4 shall be the mean
between the high and low sales prices of G-P Group Stock on the specified date,
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) Notwithstanding any other provision of this Agreement, in
no event shall any bonus be paid pursuant to this Section 4 in excess of the
market appreciation of the shares being exercised (as defined in Section
4(a)(1)) or the aggregate market value of the shares received by the Optionee
upon surrender (as defined in Section 4(a)(2)).
(c) If the Optionee is employed by a Subsidiary, the Subsidiary
shall pay such cash bonus payable pursuant to this Section 4 or the Company
shall pay such cash bonus as an agent for the Subsidiary, which shall reimburse
the Company.
(d) In all cases, the Company, or the Subsidiary, shall hold
and deposit such cash bonus as withholding taxes.
5. 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 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, except in
the case of his death or permanent disability while in the Company's employment
or his retirement; provided, that during such ninety-day period, the Optionee
shall have the right to exercise or surrender this option with respect to any or
all shares which were available for purchase by him on the date of such
termination of employment and, in the event of his 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 shall have the right, within such period, to exercise or surrender this
option with respect to any or all shares which were available for purchase by
the Optionee on the date of his 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 after a period of
continuous employment by the Company; provided, that during such 36-month
period, the Optionee shall have the right to exercise or surrender this option
with respect to any or all shares which were available for purchase by him on
the date of such retirement and, in the event of his 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 shall have the right, within such period, to exercise or surrender this
option 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; provided, that during such 36-
month period, such deceased Optionee's estate, personal representative or
beneficiary or such disabled Optionee shall have the right to exercise or
surrender this option 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 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 or surrender 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.
6. 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, 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.
7. This option is not transferable by the Optionee otherwise than by
will or the laws of descent and distribution and, during the Optionee's
lifetime, may be exercised or surrendered only by him or by his legal guardian
or representative. No assignment or transfer of this option or the rights
represented thereby, or of the right to cash bonuses hereunder, 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.
8. The Optionee shall not be deemed for any purpose to be a
stockholder of the Company with respect to any shares optioned by this Agreement
as to which the option hereby granted shall not have been exercised or
surrendered 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 or transferred to Optionee.
9. 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 G-P Group 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.
10. The shares with respect to which this option is granted are
shares of G-P Group Stock of the Company as constituted on the date of this
Agreement, but if, and whenever, after December 17, 1997, and prior to the
delivery by the Company of all of the shares of G-P Group Stock with respect to
which this option is granted, the Company shall effect a change in the par value
of G-P Group Stock, or a change in the number of shares of G-P Group 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 G-P Group 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 G-P Group Stock then
remaining subject to option hereunder 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 G-P Group Stock then remaining subject to option hereunder 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 G-P Group Stock
or a change from par value to no par value, the shares resulting from any such
change shall be deemed to be G-P Group Stock under this Agreement.
11. 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 or surrender 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 or surrendered, 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 G-P Group Stock
of the Company equal to the number of shares as to which such option shall be so
exercised or surrendered. The Plan Administrator shall determine, in its
absolute and uncontrolled discretion, the adjustment to be made and the extent
thereof.
12. 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 days prior to such merger or
sale of assets, to exercise immediately on a fully-vested basis each outstanding
option which was granted to him 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 the option would otherwise expire
according to Section 5 of this Agreement, to exercise 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 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 G-P
Group Stock not approved by the Board of Directors prior to such commencement.
13. In the event that a Change in Control (as defined in Section 12
above) shall occur, the Optionee shall have the right to elect to receive from
the Company an amount in cash, in a lump sum, for each share of G-P Group Stock
covered by the Optionee's options granted hereunder, 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 G-P Group Stock in
connection with the Change in Control and (ii) the highest closing price per
share paid for the purchase of G-P Group Stock on the principal exchange on
which G-P Group Stock is listed, or, if G-P Group 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 outstanding
options which were granted under this Agreement. Upon an election to receive
such cash payment, the option to which such cash payment relates shall no longer
be exercisable to the extent of the number of shares covered by the option for
which such cash payment was received. In the event a Change in Control shall
occur and this Section 13 shall become effective, (a) any election pursuant to
Section 3 of this Agreement which the Optionee has to surrender his options
issued hereunder and to receive shares of G-P Group Stock in lieu of the
exercise of such options shall not be effective, and (b) the Optionee shall also
have the right to receive the cash bonus otherwise payable upon surrender of his
option pursuant to Section 4(a)(2) of this Agreement.
14. In the event that Sections 12 or 13 of this Agreement shall
become applicable, Section 16 of this Agreement shall not be effective.
15. Anything in this Agreement to the contrary notwithstanding, if,
at any time specified herein for the exercise of this option, the delivery of
shares to the Optionee, or for the payment of cash bonuses 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 or the payment of such cash bonuses on such exercise
shall be deferred until such action shall have been taken or such restriction on
action shall have been removed.
16. Subject to Section 14 of this Agreement, as conditions precedent
to the granting of the option, cash bonuses 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
Company's Board of Directors in the Plan Administrator's or the Board'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 Board of Directors of the Company shall be final, binding
and conclusive on all persons affected thereby.
17. 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.
18. 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, l33
Peachtree Street, N.E., Atlanta, Georgia 30303, Attention: Vice President and
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 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 hereunder set his hand and seal, as of this day and year first
above written.
GEORGIA-PACIFIC CORPORATION
By:
-----------------------
A. D. Correll
Chairman, Chief
Executive Officer
and President
ATTEST:
W. Edwin Frazier, III, Assistant Secretary
Optionee
NOTE: PLEASE COMPLETE THE ATTACHED PERSONAL DATA SHEET.
OPTIONEE'S PERSONAL DATA
(Please Print)
Full Name
ADDRESS:
SOCIAL SECURITY NUMBER:
DATE OF BIRTH:
Month, Day and Year
DIVISION: LOCATION
PLEASE NOTE THAT YOUR BENEFICIARY(IES) FOR PURPOSES OF THIS REPLACEMENT OPTION
WILL BE THE SAME AS THOSE YOU SELECTED FOR THE ORIGINAL OPTION UNLESS YOU NOTIFY
THE TREASURER'S DEPARTMENT OF A CHANGE IN WRITING.
1993 GEORGIA-PACIFIC CORPORATION
REPLACEMENT EMPLOYEE STOCK OPTION
(Timber Stock)
THIS AGREEMENT, dated December 17, 1997, 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, on January 27, 1993, the Optionee was granted pursuant to the
Georgia-Pacific Corporation 1993 Employee Stock Option Plan the option to
purchase from the Company up to, but not exceeding in the aggregate,
-----
shares of the Company's then existing common stock ("G-P Common Stock") at a
price of $59.00 per share (the "Original Option"), of which an option to
purchase from the Company up to, but not exceeding in the aggregate,
-----
shares of G-P Common Stock remained outstanding on December 17, 1997;
WHEREAS, the shareholders of the Company have approved, effective
December 16, 1997, a recapitalization of the Company's common stock, viz. the
conversion of each share of G-P Common Stock into one share of Georgia-Pacific
Corporation--Georgia-Pacific Group Common Stock ("G-P Group Stock") and the
distribution of one share of Georgia-Pacific Corporation--Timber Group Common
Stock ("Timber Stock") with respect to each share of G-P Group Stock (the
"Letter Stock Transaction");
WHEREAS, as a consequence of the implementation of the Letter Stock
Transaction and as authorized under Section 9 of the agreement documenting the
Original Option, it is necessary to convert the Original Option into two
separate options (each independently exercisable), one to purchase shares of G-P
Group Stock and the other to purchase shares of Timber Stock, in each case for a
number of shares equal to the number of shares specified in the Original Option
that remain outstanding on December 17, 1997;
WHEREAS, in making the options conversion contemplated in the Letter
Stock Transaction, the exercise price for the G-P Group Stock option is equal to
the exercise price under the Original Option (the "Original Option Price")
multiplied by a fraction, the numerator of which is the average of the high and
low price for G-P Group Stock on the first date such stock is traded, regular
way, on the New York Stock Exchange (the "G-P Group Stock Price") and the
denominator of which is the sum of the G-P Group Stock Price and the average of
the high and low price for Timber Stock on the first date such stock is traded,
regular way, on the New York Stock Exchange, and the exercise price for the
Timber Stock option will equal the difference between the Original Option Price
and the exercise price for the G-P Group Stock option; and
WHEREAS, the G-P Group Stock options and the Timber Stock options
issued as replacements for the Original Option are to be deemed to be
continuations of the Original Option;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto do hereby mutually agree as follows:
1. 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 or
surrender 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 January 27, 1998 the option to purchase from the Company, from
time to time, as hereinafter more specifically stated, at a price of $17.01 per
share, up to but not exceeding in the aggregate, shares of Timber
----------
Stock, which option may be exercised or surrendered, in whole or in part, from
time to time, commencing on the date hereof, but no later than January 27, 1998.
Such period may not be extended pursuant to the provisions of Section 5.
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; 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.
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 option price of such shares. 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.
Within thirty 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.
The Optionee may elect, in lieu of the exercise of the option, to
surrender the option granted hereby, or any portion thereof, by delivery to the
Treasurer of the Company or his delegate, from time to time, of written notice,
signed by the Optionee, specifying the portion of the option the Optionee then
desires to surrender. 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
surrender.
Within thirty business days after any such surrender of the
option, or any portion thereof, the Company shall deliver to the Optionee a
certificate or certificates representing shares of Timber Stock whose aggregate
fair market value equals the difference between the aggregate fair market value
of the shares covered by the option, or portion thereof, surrendered and the
aggregate option price of such shares.
No fractional shares of Timber Stock shall be issued and in lieu
thereof, if a fractional share of Timber Stock would otherwise be deliverable to
the Optionee, the Optionee shall be paid in cash an amount equal to the same
fraction of the fair market value of a share of Timber Stock.
"Fair market value" as used in this Section 3 shall mean the mean
between the high and low sales prices of Timber Stock on the day preceding the
date of surrender 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.
4. (a) The Company shall pay a cash bonus as of each date or dates
the option is exercised or surrendered, in whole or in part, in an amount
determined as follows:
(1) If the option is exercised, the market appreciation of
the shares being exercised (defined as the market price of Timber Stock
on the date of exercise, less the option price, adjusted pursuant to
Section l0 hereof, multiplied by the number of shares being exercised
on that date), multiplied by the Bonus Factor; and
(2) If the option is surrendered, the aggregate market
price on the day preceding the date of surrender of the shares received
by the Optionee multiplied by the Bonus Factor.
(3) 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 subsection
(a)(2), 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 option is exercised or
surrendered (taking into account any retroactive changes in the
specified tax rates).
"Market price" as used in this Section 4 shall be the mean
between the high and low sales prices of Timber Stock on the specified date, 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) Notwithstanding any other provision of this Agreement, in
no event shall any bonus be paid pursuant to this Section 4 in excess of the
market appreciation of the shares being exercised (as defined in Section
4(a)(1)) or the aggregate market value of the shares received by the Optionee
upon surrender (as defined in Section 4(a)(2)).
(c) If the Optionee is employed by a Subsidiary, the Subsidiary
shall pay such cash bonus payable pursuant to this Section 4 or the Company
shall pay such cash bonus as an agent for the Subsidiary, which shall reimburse
the Company.
(d) In all cases, the Company, or the Subsidiary, shall hold
and deposit such cash bonus as withholding taxes.
5. 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 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, except in
the case of his death or permanent disability while in the Company's employment
or his retirement; provided, that during such ninety-day period, the Optionee
shall have the right to exercise or surrender this option with respect to any or
all shares which were available for purchase by him on the date of such
termination of employment and, in the event of his 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 shall have the right, within such period, to exercise or surrender this
option with respect to any or all shares which were available for purchase by
the Optionee on the date of his 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 after a period of
continuous employment by the Company; provided, that during such 36-month
period, the Optionee shall have the right to exercise or surrender this option
with respect to any or all shares which were available for purchase by him on
the date of such retirement and, in the event of his 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 shall have the right, within such period, to exercise or surrender this
option 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; provided, that during such 36-
month period, such deceased Optionee's estate, personal representative or
beneficiary or such disabled Optionee shall have the right to exercise or
surrender this option 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 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 or surrender 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.
6. 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, 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.
7. This option is not transferable by the Optionee otherwise than by
will or the laws of descent and distribution and, during the Optionee's
lifetime, may be exercised or surrendered only by him or by his legal guardian
or representative. No assignment or transfer of this option or the rights
represented thereby, or of the right to cash bonuses hereunder, 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.
8. The Optionee shall not be deemed for any purpose to be a
stockholder of the Company with respect to any shares optioned by this Agreement
as to which the option hereby granted shall not have been exercised or
surrendered 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 or transferred to Optionee.
9. 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 Timber 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.
10. The shares with respect to which this option is granted are
shares of Timber Stock of the Company as constituted on the date of this
Agreement, but if, and whenever, after December 17, 1997, and prior to the
delivery by the Company of all of the shares of Timber Stock with respect to
which this option is granted, the Company shall effect a change in the par value
of Timber Stock, or a change in the number of shares of Timber 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 Timber 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 Timber Stock then remaining subject to
option hereunder 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
Timber Stock then remaining subject to option hereunder 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 Timber Stock or a change from par
value to no par value, the shares resulting from any such change shall be deemed
to be Timber Stock under this Agreement.
11. 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 or surrender 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 or surrendered, 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 Timber Stock of
the Company equal to the number of shares as to which such option shall be so
exercised or surrendered. The Plan Administrator shall determine, in its
absolute and uncontrolled discretion, the adjustment to be made and the extent
thereof.
12. 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 days prior to such merger or
sale of assets, to exercise immediately on a fully-vested basis each outstanding
option which was granted to him 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 the option would otherwise expire
according to Section 5 of this Agreement, to exercise 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 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 Timber
Stock not approved by the Board of Directors prior to such commencement.
13. In the event that a Change in Control (as defined in Section 12
above) shall occur, the Optionee shall have the right to elect to receive from
the Company an amount in cash, in a lump sum, for each share of Timber Stock
covered by the Optionee's options granted hereunder, 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 Timber Stock in connection
with the Change in Control and (ii) the highest closing price per share paid for
the purchase of Timber Stock on the principal exchange on which Timber Stock is
listed, or, if Timber 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 outstanding options which were
granted under this Agreement. Upon an election to receive such cash payment,
the option to which such cash payment relates shall no longer be exercisable to
the extent of the number of shares covered by the option for which such cash
payment was received. In the event a Change in Control shall occur and this
Section 13 shall become effective, (a) any election pursuant to Section 3 of
this Agreement which the Optionee has to surrender his options issued hereunder
and to receive shares of Timber Stock in lieu of the exercise of such options
shall not be effective, and (b) the Optionee shall also have the right to
receive the cash bonus otherwise payable upon surrender of his option pursuant
to Section 4(a)(2) of this Agreement.
14. In the event that Sections 12 or 13 of this Agreement shall
become applicable, Section 16 of this Agreement shall not be effective.
15. Anything in this Agreement to the contrary notwithstanding, if,
at any time specified herein for the exercise of this option, the delivery of
shares to the Optionee, or for the payment of cash bonuses 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 or the payment of such cash bonuses on such exercise
shall be deferred until such action shall have been taken or such restriction on
action shall have been removed.
16. Subject to Section 14 of this Agreement, as conditions precedent
to the granting of the option, cash bonuses 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
Company's Board of Directors in the Plan Administrator's or the Board'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 Board of Directors of the Company shall be final, binding
and conclusive on all persons affected thereby.
17. 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.
18. 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, l33
Peachtree Street, N.E., Atlanta, Georgia 30303, Attention: Vice President and
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 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 hereunder set his hand and seal, as of this day and year first
above written.
GEORGIA-PACIFIC CORPORATION
By:
---------------------
A. D. Correll
Chairman, Chief Executive
Officer and President
ATTEST:
W. Edwin Frazier, III, Assistant Secretary
Optionee
NOTE: PLEASE COMPLETE THE ATTACHED PERSONAL DATA SHEET.
OPTIONEE'S PERSONAL DATA
(Please Print)
Full Name
ADDRESS:
SOCIAL SECURITY NUMBER:
DATE OF BIRTH:
Month, Day and Year
DIVISION: LOCATION
1994 GEORGIA-PACIFIC CORPORATION
REPLACEMENT EMPLOYEE STOCK OPTION
(G-P Group Stock)
THIS AGREEMENT, dated December 17, 1997, 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, on February 2, 1994, the Optionee was granted pursuant to the
Georgia-Pacific Corporation 1994 Employee Stock Option Plan the option to
purchase from the Company up to, but not exceeding in the aggregate,
-----
shares of the Company's then existing common stock ("G-P Common Stock") at a
price of $75.06 per share (the "Original Option"), of which an option to
purchase from the Company up to, but not exceeding in the aggregate,
-----
shares of G-P Common Stock remained outstanding on December 17, 1997;
WHEREAS, the shareholders of the Company have approved, effective
December 16, 1997, a recapitalization of the Company's common stock, viz. the
conversion of each share of G-P Common Stock into one share of Georgia-Pacific
Corporation--Georgia-Pacific Group Common Stock (`G-P Group Stock'') and the
distribution of one share of Georgia-Pacific Corporation--Timber Group Common
Stock ("Timber Stock") with respect to each share of G-P Group Stock (the
"Letter Stock Transaction");
WHEREAS, as a consequence of the implementation of the Letter Stock
Transaction and as authorized under Section 9 of the agreement documenting the
Original Option, it is necessary to convert the Original Option into two
separate options (each independently exercisable), one to purchase shares of G-P
Group Stock and the other to purchase shares of Timber Stock, in each case for a
number of shares equal to the number of shares specified in the Original Option
that remain outstanding on December 17, 1997;
WHEREAS, in making the options conversion contemplated in the Letter
Stock Transaction, the exercise price for the G-P Group Stock option is equal to
the exercise price under the Original Option (the "Original Option Price")
multiplied by a fraction, the numerator of which is the average of the high and
low price for G-P Group Stock on the first date such stock is traded, regular
way, on the New York Stock Exchange (the "G-P Group Stock Price") and the
denominator of which is the sum of the G-P Group Stock Price and the average of
the high and low price for Timber Stock on the first date such stock is traded,
regular way, on the New York Stock Exchange, and the exercise price for the
Timber Stock option will equal the difference between the Original Option Price
and the exercise price for the G-P Group Stock option; and
WHEREAS, the G-P Group Stock options and the Timber Stock options
issued as replacements for the Original Option are to be deemed to be
continuations of the Original Option;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto do hereby mutually agree as follows:
1. 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 $53.41
per share, up to but not exceeding in the aggregate, shares of G-P
--------
Group Stock, which option may be exercised, in whole or in part, from time to
time, commencing on the date hereof, 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; 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.
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.
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 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 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, 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 G-P Group Stock, 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 G-P Group Stock as constituted on the date of this Agreement, but if,
and whenever, after December 17, 1997, and prior to the delivery by the Company
of all of the shares of G-P Group Stock with respect to which this option is
granted, the Company shall effect a change in the par value of G-P Group Stock,
or a change in the number of shares of G-P Group 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 G-P Group
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 G-P Group 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 G-P Group 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 G-P Group Stock or a change from par value to no par
value, the shares resulting from any such change shall be deemed to be G-P Group
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 G-P Group Stock equal to the number of shares as to which
this option may be so exercised. The Plan 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 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 G-P
Group 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
G-P Group 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 G-P Group Stock in connection with the
Change in Control and (ii) the highest closing price per share paid for the
purchase of G-P Group Stock on the principal exchange on which G-P Group Stock
is listed, or, if G-P Group 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 G-P Group 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 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
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 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, l33
Peachtree Street, N.E., Atlanta, Georgia 30303, Attention: Vice President and
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 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, Chief
Executive Officer
and President
ATTEST:
W. Edwin Frazier, III, Assistant Secretary
OPTIONEE
NOTE: PLEASE COMPLETE THE ATTACHED PERSONAL DATA SHEET.
OPTIONEE'S PERSONAL DATA
(Please Print)
Full Name
ADDRESS:
==========================================================
----------------------------------------------------------
SOCIAL SECURITY NUMBER:
---------------------------------------------
DATE OF BIRTH:
---------------------------------------------------------
Month, Day and Year
DIVISION: LOCATION:
------------------------- --------------------------
PLEASE NOTE THAT YOUR BENEFICIARY(IES) FOR PURPOSES OF THIS REPLACEMENT OPTION
WILL BE THE SAME AS THOSE YOU SELECTED FOR THE ORIGINAL OPTION UNLESS YOU NOTIFY
THE TREASURER'S DEPARTMENT.
1994 GEORGIA-PACIFIC CORPORATION
REPLACEMENT EMPLOYEE STOCK OPTION
(Timber Stock)
THIS AGREEMENT, dated December 17, 1997, 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, on February 2, 1994, the Optionee was granted pursuant to the
Georgia-Pacific Corporation 1994 Employee Stock Option Plan the option to
purchase from the Company up to, but not exceeding in the aggregate,
-----
shares of the Company's then existing common stock ("G-P Common Stock") at a
price of $75.06 per share (the "Original Option"), of which an option to
purchase from the Company up to, but not exceeding in the aggregate,
-----
shares of G-P Common Stock remained outstanding on December 17, 1997;
WHEREAS, the shareholders of the Company have approved, effective
December 16, 1997, a recapitalization of the Company's common stock, viz. the
conversion of each share of G-P Common Stock into one share of Georgia-Pacific
Corporation--Georgia-Pacific Group Common Stock ("G-P Group Stock") and the
distribution of one share of Georgia-Pacific Corporation--Timber Group Common
Stock ("Timber Stock") with respect to each share of G-P Group Stock (the
"Letter Stock Transaction");
WHEREAS, as a consequence of the implementation of the Letter Stock
Transaction and as authorized under Section 9 of the agreement documenting the
Original Option, it is necessary to convert the Original Option into two
separate options (each independently exercisable), one to purchase shares of G-P
Group Stock and the other to purchase shares of Timber Stock, in each case for a
number of shares equal to the number of shares specified in the Original Option
that remain outstanding on December 17, 1997;
WHEREAS, in making the options conversion contemplated in the Letter
Stock Transaction, the exercise price for the G-P Group Stock option is equal to
the exercise price under the Original Option (the "Original Option Price")
multiplied by a fraction, the numerator of which is the average of the high and
low price for G-P Group Stock on the first date such stock is traded, regular
way, on the New York Stock Exchange (the "G-P Group Stock Price") and the
denominator of which is the sum of the G-P Group Stock Price and the average of
the high and low price for Timber Stock on the first date such stock is traded,
regular way, on the New York Stock Exchange, and the exercise price for the
Timber Stock option will equal the difference between the Original Option Price
and the exercise price for the G-P Group Stock option; and
WHEREAS, the G-P Group Stock options and the Timber Stock options
issued as replacements for the Original Option are to be deemed to be
continuations of the Original Option;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto do hereby mutually agree as follows:
1. 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 $21.65
per share, up to but not exceeding in the aggregate, shares of Timber
--------
Stock, which option may be exercised, in whole or in part, from time to time,
commencing on the date hereof, 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; 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.
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.
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 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 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, 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 Timber Stock, 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 Timber Stock as constituted on the date of this Agreement, but if, and
whenever, after December 17, 1997, and prior to the delivery by the Company of
all of the shares of Timber Stock with respect to which this option is granted,
the Company shall effect a change in the par value of Timber Stock, or a change
in the number of shares of Timber 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 Timber 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
Timber 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 Timber 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
Timber Stock or a change from par value to no par value, the shares resulting
from any such change shall be deemed to be Timber 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 Timber Stock equal to the number of shares as to which this
option may be so exercised. The Plan 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 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 Timber
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
Timber 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 Timber Stock in connection with the Change in
Control and (ii) the highest closing price per share paid for the purchase of
Timber Stock on the principal exchange on which Timber Stock is listed, or, if
Timber 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 Timber 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 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
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 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, l33
Peachtree Street, N.E., Atlanta, Georgia 30303, Attention: Vice President and
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 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, Chief
Executive Officer
and President
ATTEST:
W. Edwin Frazier, III, Assistant Secretary
OPTIONEE
NOTE: PLEASE COMPLETE THE ATTACHED PERSONAL DATA SHEET.
OPTIONEE'S PERSONAL DATA
(Please Print)
Full Name
ADDRESS:
==========================================================
----------------------------------------------------------
SOCIAL SECURITY NUMBER:
---------------------------------------------
DATE OF BIRTH:
---------------------------------------------------------
Month, Day and Year
DIVISION:
-------------------------
LOCATION:
--------------------------
PLEASE NOTE THAT YOUR BENEFICIARY(IES) FOR PURPOSES OF THIS REPLACEMENT OPTION
WILL BE THE SAME AS THOSE YOU SELECTED FOR THE ORIGINAL OPTION UNLESS YOU NOTIFY
THE TREASURER'S DEPARTMENT.
1995 GEORGIA-PACIFIC CORPORATION
REPLACEMENT SHAREHOLDER VALUE INCENTIVE STOCK OPTION
(G-P Group Stock)
THIS AGREEMENT, dated December 17, 1997 by and between GEORGIA-
PACIFIC CORPORATION, a Georgia corporation (hereinafter called the
"Corporation"), and (hereinafter called "Optionee");
W I T N E S S E T H:
WHEREAS, on April 1, 1995, the Optionee was granted pursuant to the
Georgia-Pacific Corporation 1995 Shareholder Value Incentive Plan (as then in
effect, the "Original Plan") the option to purchase from the Company up to,
but not exceeding in the aggregate, shares of the Company's then existing
-----
common stock ("G-P Common Stock") at a price of $80.50 per share (the
"Original Option");
WHEREAS, the shareholders of the Corporation have approved, effective
December 16, 1997, a recapitalization of the Corporation's common stock, viz.
the conversion of each share of G-P Common Stock into one share of Georgia-
Pacific Corporation--Georgia-Pacific Group Common Stock ("G-P Group Stock")
and the distribution of one share of Georgia-Pacific Corporation--Timber Group
Common Stock ("Timber Stock") with respect to each share of G-P Group Stock
(the "Letter Stock Transaction");
WHEREAS, in conjunction with the approval of the Letter Stock
Transaction, the shareholders of the Corporation also approved, effective
December 16, 1997, an amendment and restatement of the Original Plan (the
"Plan"), which upon approval of the Letter Stock Transaction provides for the
conversion the Original Option into two separate options (each independently
exercisable), one to purchase shares of G-P Group Stock and the other to
purchase shares of Timber Stock, in each case for a number of shares equal to
the number of shares specified in the Original Option;
WHEREAS, in making the options conversion contemplated in the Letter
Stock Transaction and in the Plan, the exercise price for the G-P Group Stock
option is equal to the exercise price under the Original Option (the "Original
Option Price") multiplied by a fraction, the numerator of which is the average
of the high and low price for G-P Group Stock on the first date such stock is
traded, regular way, on the New York Stock Exchange (the `G-P Group Stock
Price') and the denominator of which is the sum of the G-P Group Stock Price
and the average of the high and low price for Timber Stock on the first date
such stock is traded, regular way, on the New York Stock Exchange (the "Timber
Stock Price"), and the exercise price for the Timber Stock option is equal to
the exercise price under the Original Option Price multiplied by a fraction, the
numerator of which is the Timber Stock Price and the denominator of which is the
sum of the G-P Group Stock Price and the Timber Stock Price; and
WHEREAS, the G-P Group Stock options and the Timber Stock options
issued as replacements for the Original Option are to be deemed to be
continuations of the Original Option;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto do hereby mutually agree as follows:
1. OPTION GRANT. Subject to the terms and conditions set forth
herein, the Corporation hereby grants to the Optionee during the period
commencing on the date hereof and ending on March 31, 2005, the option to
purchase from the Corporation, from time to time, as hereinafter more
specifically stated, at a price of $57.29 per share, up to but not exceeding in
the aggregate, shares of the G-P Group Stock (or such portion of such
--------
shares as may be vested and exercisable), which option may be exercised, in
whole or in part, from time to time, commencing on the applicable Vesting Date
as determined in accordance with Section 2 or 3 (but only as to the portion then
becoming exercisable) and for the exercise period beginning on such Vesting Date
and continuing to the end of the applicable exercise period specified in this
Agreement.
2. NORMAL VESTING. This option grant (or any portion thereof) may
in no event be exercised prior to its Vesting Date, but on and after its
Vesting Date (to the extent of the number option shares then becoming
exercisable), it may be exercised in accordance with - and to the extent
permitted under - the terms of the Plan and this Agreement. This option grant
will vest without regard to performance standards stated in this Section 2 on
the 183rd day following the 9th anniversary of the Grant Date. This option
grant is subject to accelerated performance-based vesting in accordance with
any of the following rules:
(a) This option grant will vest on the 3rd anniversary of the Grant
Date if the Corporation's Total Shareholder Return for the
immediately preceding 3 full fiscal years exceeds the Weighted
Average Total Shareholder Return of all Peer Group Companies
for the same period.
(b) This option grant will vest on the 4th anniversary of the Grant
Date if the Corporation's Total Shareholder Return for the
immediately preceding 4 full fiscal years exceeds the Weighted
Average Total Shareholder Return of all Peer Group Companies
for the same period.
(c) This option grant will vest on the 5th anniversary of the Grant
Date if the Corporation's Total Shareholder Return for the
immediately preceding 5 full fiscal years exceeds the Weighted
Average Total Shareholder Return of all Peer Group Companies
for the same period.
Vesting under subsections (a), (b) and (c) shall be conditioned upon the
Committee's written certification that the performance vesting standards of this
Section 2 have been met. Vesting of this option grant under this Section 2 is
subject in all cases to the restrictions/forfeiture rules in Sections 4 and 5.
Subject to those rules, if this option grant vests pursuant to this Section 2,
it may be exercised at any time on or after the Vesting Date and prior to the
10th anniversary of the Grant Date (not inclusive), provided that if the
Optionee's employment with the Corporation and its Subsidiaries terminates for
any reason other than retirement (as defined in Section 3(b)(i)), death or
disability (as defined in Section 3(b)(iii)) after the Vesting Date of this
option grant and before it has expired, the option grant may be exercised only
during the 90-day period following the Optionee's date of termination or, if
shorter, during the remaining period before this option grant expires in
accordance with this Agreement. If a Participant's employment with the
Corporation and its Subsidiaries terminates for any reason other than retirement
(as defined in Section 3(b)(i)), death or disability (as defined in
Section 3(b)(iii)) prior to the Vesting Date of this option grant, this option
grant will terminate as of the Participant's termination date, and the
Participant will have no further rights hereunder.
3. SPECIAL VESTING. This option grant (or the portion designated
below in Section 3(c)) shall vest and become exercisable under the
circumstances and subject to the terms and conditions specified in this
Section 3 (subject to the provisions of Section 5):
(a) Notwithstanding anything in Sections 2 or 4 to the contrary,
the performance-based vesting provisions of subsections (a),
(b) and (c) of Section 2 shall operate to vest this option
grant to the extent that it remains outstanding when the
Optionee retires (as defined in Section 3(b)(i)), dies or
becomes disabled (as defined in Section 3(b)(iii)) prior to its
Vesting Date even if such vesting occurs after the termination
of the Optionee's employment with the Corporation and its
Subsidiaries.
(b) Notwithstanding anything in Sections 2 or 4 to the contrary, if
this option grant is not vested pursuant to the performance-
based vesting standards of subsections (a), (b) and (c) of
Section 2 or another provision of this Agreement, it will vest
in the circumstances and on the date specified in paragraphs
(i) through (iii) below to the extent permitted by the schedule
set forth in Section 3(c):
(i) If the Optionee terminates employment with the Corporation
and its Subsidiaries after attaining age 65 or age 55 and
10 years of service for vesting purposes under the
Georgia-Pacific Corporation Savings and Capital Growth
Plan (other than a termination for Cause), on the later of
his/her retirement date or the 5th anniversary of the
Grant Date;
(ii) If the Optionee dies, on the later of his/her date of
death or the 5th anniversary of the Grant Date; or
(iii) If the Optionee becomes totally disabled as defined
under the Georgia-Pacific Corporation Salaried Long-Term
Disability Plan (whether or not the Optionee actually
participates in that plan), as determined by the Plan
Administrator in its sole discretion, on the later of
his/her date of termination of employment with the
Corporation and its Subsidiaries because of such
disability or the 5th anniversary of the Grant Date.
(c) If the Optionee becomes entitled to special vesting in
accordance with Section 3(b) above, this option grant, if then
still outstanding, will vest as of the applicable date
specified in Section 3(b) to the extent indicated in paragraphs
(i) through (iii) below:
(i) If the special vesting event described in Section 3(b)(i)
through (iii) occurs prior to the 5th anniversary of the
Grant Date of this option grant (which has not otherwise
vested), 50% of this option grant will vest and 50% will
be forfeited.
(ii) If special vesting described in Section 3(b)(i) through
(iii) occurs on or after the 5th anniversary, but prior to
the 6th anniversary, of the Grant Date of this option
grant (which has not otherwise vested), 60% of this option
grant will vest and 40% will be forfeited.
(iii)If special vesting described in Section 3(b)(i)
through (iii) occurs on or after the 6th anniversary, but
prior to the 7th anniversary, of the Grant Date of this
option grant (which has not otherwise vested), 70% of this
option grant will vest and 30% will be forfeited.
(iv) If special vesting described in Section 3(b)(i) through
(iii) occurs on or after the 7th anniversary, but prior to
the 8th anniversary, of the Grant Date of this option
grant (which has not otherwise vested), 80% of this option
grant will vest and 20% will be forfeited.
(v) If special vesting described in Section 3(b)(i) through
(iii) occurs on or after the 8th anniversary, but prior to
the 9th anniversary, of the Grant Date of this option
grant (which has not otherwise vested), 90% of this option
grant will vest and 10% will be forfeited.
(vi) If special vesting described in Section 3(b)(i) through
(iii) occurs on or after the 9th anniversary of the Grant
Date of this option grant (which has not otherwise
vested), 100% of this option grant will vest.
(d) The special vesting dates specified in this Section 3 shall be
considered Vesting Dates for purposes of this Agreement.
(e) If this option grant vests pursuant to Section 3(a), it may be
exercised at any time on or after its Vesting Date and prior to
the 10th anniversary of its Grant Date (not inclusive). If
this option grant (or any portion thereof) vests pursuant to
Section 3(b), it may be exercised (to the extent it has vested)
at any time on or after its Vesting Date and prior to the 183rd
day following its Vesting Date (not inclusive) or, if earlier,
prior to the 10th anniversary of its Grant Date (not
inclusive).
4. RESTRICTIONS/FORFEITURE RULES. This option grant will be
subject to the following restrictions and forfeiture rules:
(a) Subject to Section 3, if the Optionee's employment with the
Corporation and its Subsidiaries is terminated for any reason
prior to the Vesting Date for this option grant (or any portion
thereof), the Optionee shall forfeit all rights with respect to
this option grant, and this Agreement shall be null, void and
of no effect as of the date his/her employment terminates.
(b) This option grant shall be nontransferable and may not be sold,
hypothecated or otherwise assigned or conveyed by the Optionee
to any party; provided that in the event of the incapacity (as
determined by the Plan Administrator) or death of the Optionee,
his/her attorney-in-fact pursuant to a valid power of attorney
giving general or specific authority to make elections with
respect to this option grant, his/her court-appointed guardian
or the custodian of his/her affairs or the executor or
administrator of his/her estate (as the case may be) may
exercise any rights with respect to this option grant that the
Participant could have exercised if he/she were still alive or
not incapacitated. No assignment or transfer of this option or
the rights represented thereby, whether voluntary, involuntary,
or by operation of law or otherwise, except by will or the laws
of descent and distribution, shall vest in the assignee or
transferee any interest or right herein whatsoever, and
immediately upon any attempt to assign or transfer this option,
this option shall terminate and be of no force or effect.
Notwithstanding anything in this subsection (b) to the
contrary, an Optionee may designate a person or persons to
receive, in the event of his death, any rights to which he
would be entitled under this Option Agreement. Such a
designation shall be made in writing, and filed with the
Corporation's Treasurer's Department. A beneficiary
designation may be changed or revoked by an Optionee at any
time by filing a written statement of such change or revocation
with the Corporation's Treasurer's Department. No beneficiary
designation or change of beneficiary designation will be
effective until actually received by the Corporation's
Treasurer's Department. If an Optionee fails to designate a
beneficiary (or the beneficiary predeceases the Optionee), this
subsection (b) will apply without regard to the provisions
relating to the designation of a beneficiary.
(c) The Optionee shall not be deemed to be a shareholder of the
Corporation - and shall have no rights as a stockholder - with
respect to the shares covered by this option grant until the
date (i) such shares have been issued or transferred to him/her
and (ii) payment in full for such shares has been received by
the Corporation as provided in this Agreement. No adjustment
shall be made for dividends or other rights for which the
record date is prior to the date of such issuance or transfer.
(d) To the extent that this option grant is vested, but not
exercised during the period provided for its exercise under
this Agreement, the Participant shall forfeit all rights with
respect to this option grant and this Agreement shall expire as
of the close of the last day of the prescribed exercise period.
5. TERMINATION FOR CAUSE. Notwithstanding anything in this Option
Agreement to the contrary, if the Optionee is terminated for Cause, this option
grant shall terminate as of such date of termination regardless whether a
Vesting Date has occurred on or prior to his/her date of termination unless and
to the extent that the Committee determines (after taking into account the
provisions of Section 16) that such forfeiture in a given case would violate
applicable law.
6. EXERCISE OF OPTION. The option hereby granted shall be exercised
by the delivery to the Treasurer of the Corporation or his delegate, from time
to time, of written notice, signed by the Optionee, specifying the number of
shares the Optionee then desires to purchase, together with cash, certified
check, bank draft or postal or express money order to the order of the
Corporation for an amount in United States dollars equal to the sum of: (a) the
option price of such shares and (b) an amount sufficient to pay all state and
federal withholding taxes (including, without limitation, FICA) with respect to
the exercise (the total of (a) and (b) shall be referred to as the `Exercise
Amount'). In the alternative, the Optionee may tender payment for the option
shares in the form of shares of G-P Group Stock having a Fair Market Value on
the date of exercise equal to the Exercise Amount or a combination of (i) shares
of G-P Group Stock and (ii) cash, certified check, bank draft or postal or
express money order to the order of the Corporation in an amount in United
States dollars equal to the difference between the Exercise Amount and the Fair
Market Value of the tendered shares of G-P Group Stock on the date of exercise.
If the written notice of exercise is mailed, the date of its receipt by the
Treasurer of the Corporation or his delegate shall be considered the date of
exercise of the option by the Optionee. An exercise of stock options granted
under this Agreement will generate compensation subject to federal and state tax
withholding (including, without limitation, FICA withholding) in the calendar
year of each exercise, and all such withholding taxes shall be the
responsibility of the Optionee. The Committee may also authorize alternative
procedures for exercising options under this Agreement. Within thirty (30)
business days after any such exercise of the option in whole or in part by the
Optionee, the Corporation shall deliver to the Optionee a certificate or
certificates representing the aggregate number of shares with respect to which
such option shall be so exercised, registered in the Optionee's name. The
Optionee shall not have the right, in lieu of the exercise of the option, to
surrender the option granted hereby, or any portion thereof, in order to receive
shares covered by this option grant.
7. DATE OF TERMINATION. Except to the extent otherwise provided in
subsections (a) through (c) of this Section 7, for purposes of this Agreement,
the Optionee's date of termination shall be deemed to be his/her last day
worked:
(a) The Optionee's employment by the Corporation shall be deemed to
continue during such periods as he/she is employed by a
Subsidiary. If the Optionee shall be transferred from the
Corporation to a Subsidiary or from a Subsidiary to the
Corporation or from a Subsidiary to another Subsidiary, his/her
employment shall not be deemed to be terminated by reason of such
transfer. If, while the Optionee is employed by a Subsidiary,
such Subsidiary shall cease to be a Subsidiary and the Optionee
is not thereupon transferred to and employed by the Corporation
or another Subsidiary, the date that the Optionee's employer
ceases to be a Subsidiary shall be deemed to be a termination of
employment.
(b) The Optionee's date of termination on account of total disability
shall be the last day of his/her salary continuation period under
the Corporation's policy providing for salary continuation for
salaried employees who are medically unable to work because of
illness or injury or, if later, the date any personal leave of
absence he/she may be granted under the policies of the
Corporation immediately following such period of salary
continuation terminates in accordance with such policies.
(c) The Plan Administrator (as hereinafter defined) shall have
absolute and uncontrolled discretion to determine whether any
authorized leave of absence or absence on military or government
service taken by the Optionee shall constitute a termination of
employment for the purposes of this Agreement.
8. NO BAR TO CORPORATE RESTRUCTURING. The existence of this option
shall not affect in any way the right or power of the Corporation or its
stockholders to make or authorize any and all adjustments, recapitalizations,
reorganizations or other changes in the Corporation's capital structure or its
business, or any merger or consolidation of the Corporation, or any issue of
bonds, debentures, preferred or preference stocks ahead of or affecting G-P
Group Stock or the rights thereof, or the dissolution or liquidation of the
Corporation, or any sale or transfer of all or part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise.
9. CAPITAL READJUSTMENTS/STOCK OPTION MODIFICATIONS. The option
grant under this Plan will be made in G-P Group Stock as constituted on the
Grant Date for this option grant. In the event of any merger, reorganization,
consolidation, recapitalization, stock dividend, stock split, or extraordinary
distribution with respect to G-P Group Stock or other change in corporate
structure affecting G-P Group Stock, the Plan Administrator shall have the
authority to make such substitution or adjustments in the number, kind and
option price of shares subject to this option grant and/or such other
equitable substitution or adjustments as it may determine in its sole
discretion to be appropriate to ensure that all similarly situated optionees
under the Plan are treated equitably as a result of any such event; provided,
however, that the number of shares subject to any option grant shall always be
a whole number. In the event any adjustment to this option grant pursuant to
this Agreement would otherwise result in the creation of a fractional share
interest, the number of shares under this option grant shall be rounded to the
nearest whole share (with 0.5 share rounded to the next higher whole number).
10. CHANGE OF CONTROL. Notwithstanding any other provision of
this Agreement to the contrary, in the event of a Change of Control of the
Corporation (as defined in this Section 10), this option grant, if then
outstanding and not yet vested, shall vest as of the effective date of such
Change of Control if the Total Shareholder Return of the Corporation for at
least one of the 3-year, 4-year or 5-year periods ending on the effective date
of the Change of Control exceeds the Weighted Average Total Shareholder Return
of all Peer Group Companies for the same period. If this option grant vests
pursuant to this Section 10, it may be exercised at any time from and after
the effective date of the Change of Control (which shall be considered the
applicable Vesting Date) and prior to the 10th anniversary of its Grant Date.
For the purposes of this Agreement, a `Change of Control'' shall mean:
(a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the `Exchange Act'')) (a
`Person'') of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of the
combined voting power of the then outstanding voting securities
of the Corporation entitled to vote generally in the election
of directors (the `Outstanding Voting Securities''); provided,
however, that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change of
Control: (i) any acquisition by a Person who on the effective
date of the Original Plan was the beneficial owner of 20% or
more of the Outstanding Voting Securities; (ii) any acquisition
directly from the Corporation, including without limitation a
public offering of securities; (iii) any acquisition by the
Corporation, (iv) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Corporation
or any of its Subsidiaries or (v) any acquisition by any
corporation pursuant to a transaction which complies with
clauses (i), (ii), and (iii) of subsection (c) of this Section
10; or
(b) Individuals who, as of the effective date of the Original Plan,
constitute the Board (the `Incumbent Board'') cease for any
reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director
subsequent to the effective date of the Original Plan whose
election, or nomination for election by the Corporation's
shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect
to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board or actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board; or
(c) Consummation of a reorganization, merger or consolidation to
which the Corporation is a party or sale or other disposition
of all or substantially all of the assets of the Corporation (a
"Business Combination"), in each case, unless, following such
Business Combination, (i) all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Stock and Outstanding Voting
Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the
combined voting power of the then outstanding voting
securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting
- 13 -
from such Business Combination (including, without limitation,
a corporation which as a result of such transaction owns the
Corporation or all or substantially all of the Corporation's
assets either directly or through one or more subsidiaries)
(the `Successor Entity'') in substantially the same proportions
as their ownership, immediately prior to such Business
Combination, of Outstanding Voting Securities and (ii) no
Person (excluding any Successor Entity or any employee benefit
plan, or related trust, of the Corporation or such Successor
Entity) beneficially owns, directly or indirectly, 20% or more
of, respectively, the combined voting power of the then
outstanding voting securities of the Successor Entity, except
to the extent that such ownership existed prior to the Business
Combination and (iii) at least a majority of the members of the
board of directors of the Successor Entity were members of the
Incumbent Board (including persons deemed to be members of the
Incumbent Board by reason of the proviso to subsection (c) of
this Section 10) at the time of the execution of the initial
agreement, or of the action of the Board, providing for such
Business Combination; or
(d) Approval by the shareholders of the Corporation of a complete
liquidation or dissolution of the Corporation.
11. LEGAL IMPEDIMENTS TO EXERCISE. Anything in this Agreement to the
contrary notwithstanding, if, at any time specified herein for the exercise of
this option or the delivery of shares to the Optionee, any law or regulations of
any governmental authority having jurisdiction in the matter shall require
either the Corporation or the Optionee to take any action or refrain from action
in connection therewith or to delay such exercise, then the delivery of such
shares on such exercise shall be deferred until such action shall have been
taken or such restriction on action shall have been removed.
12. AUTHORITY OF PLAN ADMINISTRATOR. As conditions precedent to the
granting of the option and all other rights provided hereunder, the Optionee and
any other person who acquires any rights hereunder agrees that any dispute or
disagreement which shall arise under, or as a result of, or pursuant to, this
Agreement may be determined by the Plan Administrator constituted under the Plan
(the "Plan Administrator") in the Plan Administrator's absolute and uncontrolled
discretion; and that any such determination or interpretation of the terms of
this Agreement or the Plan or any other determination by either such Plan
Administrator shall be final, binding and conclusive on all persons affected
thereby. The Plan Administrator shall have the authority to administer the
Plan, make all determinations with respect to the construction and application
of the Plan, the Board resolutions establishing the Plan and this Agreement,
adopt and revise rules and regulations relating to the Plan and make any other
determinations which it believes necessary or advisable for the administration
of the Plan (subject to the provisions of the Plan regarding Plan
administration). Questions regarding the options granted under this Agreement
and the administration of the Plan may be addressed to the Treasurer's
Department of the Corporation.
13. NOT INCENTIVE STOCK OPTIONS. Anything in this Agreement to the
contrary notwithstanding, the Corporation and Optionee acknowledge and agree
that the Plan was not intended to provide for the issuance of "incentive stock
options" as defined in Section 422 of the Internal Revenue Code of 1986, as
amended, and that the options granted pursuant to this Agreement are not
"incentive stock options" as so defined.
14. CONTINUED EMPLOYMENT. This Agreement shall not be deemed to
limit or restrict the right of the Corporation or any Subsidiary to terminate
the Optionee's employment at any time, for any reason, with or without cause, or
to limit or restrict the right of the Optionee to terminate his employment with
the Corporation or any Subsidiary at any time. In the event of termination of
the Optionee's employment with the Corporation and all Subsidiaries, such
employee shall be eligible to exercise only options on the number of shares that
then or thereafter become available for purchase pursuant to Section 3 hereof
(but subject to Section 5). Optionee's services shall be subject to the
direction of the Board of Directors of the Corporation or such Subsidiary or
such officer or officers as the respective Boards may designate from time to
time and shall be rendered at such locations as the respective Boards or any
such officer may determine.
15. AMENDMENT OR TERMINATION. This Agreement may be amended or
terminated prior to the expiration dates set forth herein only with the mutual
agreement and consent of the Optionee and the Corporation, and then only to the
extent permitted under the Plan.
16. GOVERNING LAW. This Agreement shall be construed and its
provisions enforced and administered in accordance with the laws of the State
of Georgia and, where applicable, federal law.
17. INTERPRETATION. This Agreement shall at all times be
interpreted so as to be consistent with the intent, purposes and specific
language of the Plan.
18. SEVERABILITY. If any provision of this Agreement should be
held illegal or invalid for any reason, such determination shall not affect
the other provisions of this Agreement, but instead the Agreement shall be
construed as if such provisions had never been included herein.
19. HEADINGS/GENDER. Headings contained in this Agreement are for
convenience only and shall in no event be construed as part of this Agreement.
Any reference to the masculine, feminine or neuter gender shall be a reference
to other genders as appropriate.
20. NOTICES. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be delivered
personally or by mail, postage prepaid, addressed as follows: (i) to the
Corporation, Georgia-Pacific Corporation, l33 Peachtree Street, N.E., Atlanta,
Georgia 30303, Attention: Vice President and Treasurer, or at such other address
as the Corporation, by notice to the Optionee, may designate in writing from
time to time; (ii) to the Optionee at the address indicated in the Optionee's
then current personnel records, or at such other address as the Optionee, by
notice to the Treasurer of the Corporation at the above address, may designate
in writing from time to time. Such notices shall be deemed given upon receipt.
21. DEFINITIONS. For purposes of this Agreement, the following terms
shall be defined as follows (certain other definitions are found in the premises
to this Option Agreement):
(a) "Cause" for the purposes of this Agreement shall mean any of the
following: (i) the willful failure of the Optionee to perform
satisfactorily the duties consistent with his title and position
reasonably required of him by the Board or supervising management
(other than by reason of incapacity due to physical or mental
illness); (ii) the commission by the Optionee of a felony, or the
perpetration by the Optionee of a dishonest act or common law
fraud against the Corporation or any of its Subsidiaries; or
(iii) any other willful act or omission (including without
limitation the violation of any corporate policy or regulation)
which could reasonably be expected to expose the Corporation to
civil liability under the law of the applicable jurisdiction or
causes or may reasonably be expected to cause significant injury
to the financial condition or business reputation of the
Corporation or any of its Subsidiaries.
(b) "Corporation" shall mean Georgia-Pacific Corporation, a Georgia
corporation, its successors and assigns.
(c) "Committee" shall mean the Compensation Committee of the Board
of Directors of the Corporation, as constituted from time to
time, or such subcommittee of that body as the Compensation
Committee shall specify to act for the Compensation Committee
with respect to the options granted under the Plan, provided
however that any such subcommittee shall have at least two
members and shall consist entirely of `outside directors'' as
that term is defined pursuant to Section 162(m) of the Internal
Revenue Code of 1986, as amended from time to time, or any
statute which is a successor or replacement for such statute (and
applicable regulations promulgated thereunder).
(d) "Fair Market Value of the Stock" shall mean, on any date, the
mean between the high and low sales prices of a share of G-P
Group Stock on that date as reported in The Wall Street Journal,
New York Stock Exchange - Composite Transactions, or as reported
in any successor quotation system adopted prospectively for this
purpose by the Committee, in its discretion. The Fair Market
Value of the Stock shall be rounded to the nearest whole cent
(with 0.5 cent being rounded to the next higher whole cent).
(e) "Grant Date" shall mean the date upon which the Original Option
was granted under the Original Plan.
(f) "Original Plan" shall mean the Georgia-Pacific Corporation 1995
Shareholder Value Incentive Plan as adopted by the Corporation's
Board of Directors effective April 1, 1995 and approved by its
shareholders on May 2, 1995 (as in effect at the time the
Original Option was granted).
(g) "Plan" shall mean the amendment and restatement of the Original
Plan as adopted by the Corporation's Board of Directors on
September 17, 1997, and approved by its shareholders on December
16, 1997 (as amended from time to time thereafter)
(g) "Plan Administrator" shall mean the person or entity having
administrative authority under the Plan, as specified in Article
IV of the Plan.
(h) "Peer Group Companies" shall mean the companies included in the
Standard & Poors Paper and Forest Products Industry Index from
time to time (but excluding the Corporation).
(j) "Subsidiary" shall mean any corporation (other than the
Corporation) in any unbroken chain of corporations beginning with
the Corporation if, at the time of reference, each of the
corporations other than the last corporation in the unbroken
chain owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the
other corporations in such chain.
(k) "Total Shareholder Return" shall mean, for a given period and a
given common stock, the number determined by the formula
[(SB+SD)PE - 100] , 100, where (i) "SB" is the number of shares
of the common stock (including fractional shares) that could be
bought with an initial $100 investment at PB, or $100 , PB; (ii)
"SD" is the total number of shares of the common stock
(including fractional shares) which could be purchased with the
dividends (or allocated portion of a per share dividend) paid on
SB shares of the common stock during the measurement period (and
any additional shares or fractional shares allocated in
accordance with this subsection (ii) with respect to dividends
paid during the measurement period but prior to the dividend in
question), determined in the case of each such dividend paid
using the closing price of the common stock on the trading date
coincident with or next preceding the date of payment of the
dividend; (iii) "PB" is the closing price of the common stock
on the last trading day before the first day of the measurement
period; and (iv) "PE" is the closing price of the common stock
on the last trading day of the measurement period; provided,
however, that in determining Total Shareholder Return of G-P
Common Stock for any period ending after December 16, 1997, the
following adjustments shall be made: (i) the sum of SB and SD
shall be calculated through the December 16, 1997 using G-P
Common Stock; (ii) effective December 17, 1997, each share of G-P
Common Stock determined in (i) above shall automatically be
converted to one share of G-P Group Stock and one share of Timber
Stock; (iii) from and after the December 17, 1997, the sum of SB
and SD will be calculated separately with respect to each class
of the Corporation's common stock, and additions to SD for each
such class of common stock will be based on the dividends
declared on that class of common stock and the stock price for
that class of common stock on the appropriate date; (iv) at the
end of a measurement period, the Total Shareholder Return for the
Corporation's common stock used for purposes of comparison with
Total Shareholder Return of the common stock of Peer Group
Companies will be based on the sum of (A) the product of the
number of shares of G-P Group Stock (SB + SD) accrued through the
close of the measurement period in accordance with (ii) and (iii)
above and PE determined for this class of common stock and (B) a
corresponding product with respect to the number of shares of
Timber Stock. In calculating the Total Shareholder Return for a
given common stock, the Plan Administrator will apply the
principles of Section 9 (except for the last sentence of that
section) as if that section applied to the common stock.
(l) "Vesting Date" shall mean the date upon which options granted
under this Agreement first become exercisable in accordance with
the provisions of Sections 2, 3 or 10.
(m) "Weighted Average Total Shareholder Return" shall mean, for any
given measurement period, the average of the Total Shareholder
Returns for a named group of corporations with the return of each
such corporation weighted on the basis of its market
capitalization at the beginning of the measurement period.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officers, under its corporate seal, and the
Optionee has executed this Agreement, as of this day and year first above
written.
GEORGIA-PACIFIC CORPORATION
By:
----------------------------
A. D. Correll
Chairman, Chief Executive Officer,
and President
ATTEST:
W. Edwin Frazier, III, Assistant Secretary
OPTIONEE
NOTE: PLEASE COMPLETE THE ATTACHED PERSONAL DATA SHEET.
- 21 -
OPTIONEE'S PERSONAL DATA
(Please Print)
Full Name
ADDRESS:
==========================================================
----------------------------------------------------------
SOCIAL SECURITY NUMBER:
---------------------------------------------
DATE OF BIRTH:
---------------------------------------------------------
Month, Day and Year
DIVISION: LOCATION:
------------------------- --------------------------
PLEASE NOTE THAT YOUR BENEFICIARY(IES) FOR PURPOSES OF THIS REPLACEMENT OPTION
WILL BE THE SAME AS THOSE YOU SELECTED FOR THE ORIGINAL OPTION UNLESS YOU NOTIFY
THE TREASURER'S DEPARTMENT.
1995 GEORGIA-PACIFIC CORPORATION
REPLACEMENT SHAREHOLDER VALUE INCENTIVE STOCK OPTION
(Timber Stock)
THIS AGREEMENT, dated December 17, 1997 by and between GEORGIA-
PACIFIC CORPORATION, a Georgia corporation (hereinafter called the
"Corporation"), and (hereinafter called "Optionee");
W I T N E S S E T H:
WHEREAS, on April 1, 1995, the Optionee was granted pursuant to the
Georgia-Pacific Corporation 1995 Shareholder Value Incentive Plan (as then in
effect, the "Original Plan") the option to purchase from the Company up to,
but not exceeding in the aggregate, shares of the Company's then existing
-----
common stock ("G-P Common Stock") at a price of $80.50 per share (the
"Original Option");
WHEREAS, the shareholders of the Corporation have approved, effective
December 16, 1997, a recapitalization of the Corporation's common stock, viz.
the conversion of each share of G-P Common Stock into one share of Georgia-
Pacific Corporation--Georgia-Pacific Group Common Stock ("G-P Group Stock")
and the distribution of one share of Georgia-Pacific Corporation--Timber Group
Common Stock ("Timber Stock") with respect to each share of G-P Group Stock
(the "Letter Stock Transaction");
WHEREAS, in conjunction with the approval of the Letter Stock
Transaction, the shareholders of the Corporation also approved, effective
December 16, 1997, an amendment and restatement of the Original Plan (the
"Plan"), which upon approval of the Letter Stock Transaction provides for the
conversion the Original Option into two separate options (each independently
exercisable), one to purchase shares of G-P Group Stock and the other to
purchase shares of Timber Stock, in each case for a number of shares equal to
the number of shares specified in the Original Option;
WHEREAS, in making the options conversion contemplated in the Letter
Stock Transaction and in the Plan, the exercise price for the G-P Group Stock
option is equal to the exercise price under the Original Option (the "Original
Option Price") multiplied by a fraction, the numerator of which is the average
of the high and low price for G-P Group Stock on the first date such stock is
traded, regular way, on the New York Stock Exchange (the "G-P Group Stock
Price") and the denominator of which is the sum of the G-P Group Stock Price
and the average of the high and low price for Timber Stock on the first date
such stock is traded, regular way, on the New York Stock Exchange (the "Timber
Stock Price"), and the exercise price for the Timber Stock option is equal to
the exercise price under the Original Option Price multiplied by a fraction, the
numerator of which is the Timber Stock Price and the denominator of which is the
sum of the G-P Group Stock Price and the Timber Stock Price; and
WHEREAS, the G-P Group Stock options and the Timber Stock options
issued as replacements for the Original Option are to be deemed to be
continuations of the Original Option;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto do hereby mutually agree as follows:
1. OPTION GRANT. Subject to the terms and conditions set forth
herein, the Corporation hereby grants to the Optionee during the period
commencing on the date hereof and ending on March 31, 2005, the option to
purchase from the Corporation, from time to time, as hereinafter more
specifically stated, at a price of $23.21 per share, up to but not exceeding in
the aggregate, shares of the Timber Stock (or such portion of such
--------
shares as may be vested and exercisable), which option may be exercised, in
whole or in part, from time to time, commencing on the applicable Vesting Date
as determined in accordance with Section 2 or 3 (but only as to the portion then
becoming exercisable) and for the exercise period beginning on such Vesting Date
and continuing to the end of the applicable exercise period specified in this
Agreement..
2. NORMAL VESTING. This option grant (or any portion thereof) may
in no event be exercised prior to its Vesting Date, but on and after its
Vesting Date (to the extent of the number option shares then becoming
exercisable), it may be exercised in accordance with - and to the extent
permitted under - the terms of the Plan and this Agreement. This option grant
will vest without regard to performance standards stated in this Section 2 on
the 183rd day following the 9th anniversary of the Grant Date. This option
grant is subject to accelerated performance-based vesting in accordance with
any of the following rules:
(a) This option grant will vest on the 3rd anniversary of the Grant
Date if the Corporation's Total Shareholder Return for the
immediately preceding 3 full fiscal years exceeds the Weighted
Average Total Shareholder Return of all Peer Group Companies
for the same period.
(b) This option grant will vest on the 4th anniversary of the Grant
Date if the Corporation's Total Shareholder Return for the
immediately preceding 4 full fiscal years exceeds the Weighted
Average Total Shareholder Return of all Peer Group Companies
for the same period.
(c) This option grant will vest on the 5th anniversary of the Grant
Date if the Corporation's Total Shareholder Return for the
immediately preceding 5 full fiscal years exceeds the Weighted
Average Total Shareholder Return of all Peer Group Companies
for the same period.
Vesting under subsections (a), (b) and (c) shall be conditioned upon the
Committee's written certification that the performance vesting standards of this
Section 2 have been met. Vesting of this option grant under this Section 2 is
subject in all cases to the restrictions/forfeiture rules in Sections 4 and 5.
Subject to those rules, if this option grant vests pursuant to this Section 2,
it may be exercised at any time on or after the Vesting Date and prior to the
10th anniversary of the Grant Date (not inclusive), provided that if the
Optionee's employment with the Corporation and its Subsidiaries terminates for
any reason other than retirement (as defined in Section 3(b)(i)), death or
disability (as defined in Section 3(b)(iii)) after the Vesting Date of this
option grant and before it has expired, the option grant may be exercised only
during the 90-day period following the Optionee's date of termination or, if
shorter, during the remaining period before this option grant expires in
accordance with this Agreement. If a Participant's employment with the
Corporation and its Subsidiaries terminates for any reason other than retirement
(as defined in Section 3(b)(i)), death or disability (as defined in
Section 3(b)(iii)) prior to the Vesting Date of this option grant, this option
grant will terminate as of the Participant's termination date, and the
Participant will have no further rights hereunder.
3. SPECIAL VESTING. This option grant (or the portion designated
below in Section 3(c)) shall vest and become exercisable under the
circumstances and subject to the terms and conditions specified in this
Section 3 (subject to the provisions of Section 5):
(a) Notwithstanding anything in Sections 2 or 4 to the contrary,
the performance-based vesting provisions of subsections (a),
(b) and (c) of Section 2 shall operate to vest this option
grant to the extent that it remains outstanding when the
Optionee retires (as defined in Section 3(b)(i)), dies or
becomes disabled (as defined in Section 3(b)(iii)) prior to its
Vesting Date even if such vesting occurs after the termination
of the Optionee's employment with the Corporation and its
Subsidiaries.
(b) Notwithstanding anything in Sections 2 or 4 to the contrary, if
this option grant is not vested pursuant to the performance-
based vesting standards of subsections (a), (b) and (c) of
Section 2 or another provision of this Agreement, it will vest
in the circumstances and on the date specified in paragraphs
(i) through (iii) below to the extent permitted by the schedule
set forth in Section 3(c):
(i) If the Optionee terminates employment with the Corporation
and its Subsidiaries after attaining age 65 or age 55 and
10 years of service for vesting purposes under the
Georgia-Pacific Corporation Savings and Capital Growth
Plan (other than a termination for Cause), on the later of
his/her retirement date or the 5th anniversary of the
Grant Date;
(ii) If the Optionee dies, on the later of his/her date of
death or the 5th anniversary of the Grant Date; or
(iii) If the Optionee becomes totally disabled as defined
under the Georgia-Pacific Corporation Salaried Long-Term
Disability Plan (whether or not the Optionee actually
participates in that plan), as determined by the Plan
Administrator in its sole discretion, on the later of
his/her date of termination of employment with the
Corporation and its Subsidiaries because of such
disability or the 5th anniversary of the Grant Date.
(c) If the Optionee becomes entitled to special vesting in
accordance with Section 3(b) above, this option grant, if then
still outstanding, will vest as of the applicable date
specified in Section 3(b) to the extent indicated in paragraphs
(i) through (iii) below:
(i) If the special vesting event described in Section 3(b)(i)
through (iii) occurs prior to the 5th anniversary of the
Grant Date of this option grant (which has not otherwise
vested), 50% of this option grant will vest and 50% will
be forfeited.
(ii) If special vesting described in Section 3(b)(i) through
(iii) occurs on or after the 5th anniversary, but prior to
the 6th anniversary, of the Grant Date of this option
grant (which has not otherwise vested), 60% of this option
grant will vest and 40% will be forfeited.
(iii)If special vesting described in Section 3(b)(i)
through (iii) occurs on or after the 6th anniversary, but
prior to the 7th anniversary, of the Grant Date of this
option grant (which has not otherwise vested), 70% of this
option grant will vest and 30% will be forfeited.
(iv) If special vesting described in Section 3(b)(i) through
(iii) occurs on or after the 7th anniversary, but prior to
the 8th anniversary, of the Grant Date of this option
grant (which has not otherwise vested), 80% of this option
grant will vest and 20% will be forfeited.
(v) If special vesting described in Section 3(b)(i) through
(iii) occurs on or after the 8th anniversary, but prior to
the 9th anniversary, of the Grant Date of this option
grant (which has not otherwise vested), 90% of this option
grant will vest and 10% will be forfeited.
(vi) If special vesting described in Section 3(b)(i) through
(iii) occurs on or after the 9th anniversary of the Grant
Date of this option grant (which has not otherwise
vested), 100% of this option grant will vest.
(d) The special vesting dates specified in this Section 3 shall be
considered Vesting Dates for purposes of this Agreement.
(e) If this option grant vests pursuant to Section 3(a), it may be
exercised at any time on or after its Vesting Date and prior to
the 10th anniversary of its Grant Date (not inclusive). If
this option grant (or any portion thereof) vests pursuant to
Section 3(b), it may be exercised (to the extent it has vested)
at any time on or after its Vesting Date and prior to the 183rd
day following its Vesting Date (not inclusive) or, if earlier,
prior to the 10th anniversary of its Grant Date (not
inclusive).
4. RESTRICTIONS/FORFEITURE RULES. This option grant will be
subject to the following restrictions and forfeiture rules:
(a) Subject to Section 3, if the Optionee's employment with the
Corporation and its Subsidiaries is terminated for any reason
prior to the Vesting Date for this option grant (or any portion
thereof), the Optionee shall forfeit all rights with respect to
this option grant, and this Agreement shall be null, void and
of no effect as of the date his/her employment terminates.
(b) This option grant shall be nontransferable and may not be sold,
hypothecated or otherwise assigned or conveyed by the Optionee
to any party; provided that in the event of the incapacity (as
determined by the Plan Administrator) or death of the Optionee,
his/her attorney-in-fact pursuant to a valid power of attorney
giving general or specific authority to make elections with
respect to this option grant, his/her court-appointed guardian
or the custodian of his/her affairs or the executor or
administrator of his/her estate (as the case may be) may
exercise any rights with respect to this option grant that the
Participant could have exercised if he/she were still alive or
not incapacitated. No assignment or transfer of this option or
the rights represented thereby, whether voluntary, involuntary,
or by operation of law or otherwise, except by will or the laws
of descent and distribution, shall vest in the assignee or
transferee any interest or right herein whatsoever, and
immediately upon any attempt to assign or transfer this option,
this option shall terminate and be of no force or effect.
Notwithstanding anything in this subsection (b) to the
contrary, an Optionee may designate a person or persons to
receive, in the event of his death, any rights to which he
would be entitled under this Option Agreement. Such a
designation shall be made in writing, and filed with the
Corporation's Treasurer's Department. A beneficiary
designation may be changed or revoked by an Optionee at any
time by filing a written statement of such change or revocation
with the Corporation's Treasurer's Department. No beneficiary
designation or change of beneficiary designation will be
effective until actually received by the Corporation's
Treasurer's Department. If an Optionee fails to designate a
beneficiary (or the beneficiary predeceases the Optionee), this
subsection (b) will apply without regard to the provisions
relating to the designation of a beneficiary.
(c) The Optionee shall not be deemed to be a shareholder of the
Corporation - and shall have no rights as a stockholder - with
respect to the shares covered by this option grant until the
date (i) such shares have been issued or transferred to him/her
and (ii) payment in full for such shares has been received by
the Corporation as provided in this Agreement. No adjustment
shall be made for dividends or other rights for which the
record date is prior to the date of such issuance or transfer.
(d) To the extent that this option grant is vested, but not
exercised during the period provided for its exercise under
this Agreement, the Participant shall forfeit all rights with
respect to this option grant and this Agreement shall expire as
of the close of the last day of the prescribed exercise period.
5. TERMINATION FOR CAUSE. Notwithstanding anything in this Option
Agreement to the contrary, if the Optionee is terminated for Cause, this option
grant shall terminate as of such date of termination regardless whether a
Vesting Date has occurred on or prior to his/her date of termination unless and
to the extent that the Committee determines (after taking into account the
provisions of Section 16) that such forfeiture in a given case would violate
applicable law.
6. EXERCISE OF OPTION. The option hereby granted shall be exercised
by the delivery to the Treasurer of the Corporation or his delegate, from time
to time, of written notice, signed by the Optionee, specifying the number of
shares the Optionee then desires to purchase, together with cash, certified
check, bank draft or postal or express money order to the order of the
Corporation for an amount in United States dollars equal to the sum of: (a) the
option price of such shares and (b) an amount sufficient to pay all state and
federal withholding taxes (including, without limitation, FICA) with respect to
the exercise (the total of (a) and (b) shall be referred to as the "Exercise
Amount"). In the alternative, the Optionee may tender payment for the option
shares in the form of shares of Timber Stock having a Fair Market Value on the
date of exercise equal to the Exercise Amount or a combination of (i) shares of
Timber Stock and (ii) cash, certified check, bank draft or postal or express
money order to the order of the Corporation in an amount in United States
dollars equal to the difference between the Exercise Amount and the Fair Market
Value of the tendered shares of Timber Stock on the date of exercise. If the
written notice of exercise is mailed, the date of its receipt by the Treasurer
of the Corporation or his delegate shall be considered the date of exercise of
the option by the Optionee. An exercise of stock options granted under this
Agreement will generate compensation subject to federal and state tax
withholding (including, without limitation, FICA withholding) in the calendar
year of each exercise, and all such withholding taxes shall be the
responsibility of the Optionee. The Committee may also authorize alternative
procedures for exercising options under this Agreement. Within thirty (30)
business days after any such exercise of the option in whole or in part by the
Optionee, the Corporation shall deliver to the Optionee a certificate or
certificates representing the aggregate number of shares with respect to which
such option shall be so exercised, registered in the Optionee's name. The
Optionee shall not have the right, in lieu of the exercise of the option, to
surrender the option granted hereby, or any portion thereof, in order to receive
shares covered by this option grant.
7. DATE OF TERMINATION. Except to the extent otherwise provided in
subsections (a) through (c) of this Section 7, for purposes of this Agreement,
the Optionee's date of termination shall be deemed to be his/her last day
worked:
(a) The Optionee's employment by the Corporation shall be deemed to
continue during such periods as he/she is employed by a
Subsidiary. If the Optionee shall be transferred from the
Corporation to a Subsidiary or from a Subsidiary to the
Corporation or from a Subsidiary to another Subsidiary, his/her
employment shall not be deemed to be terminated by reason of such
transfer. If, while the Optionee is employed by a Subsidiary,
such Subsidiary shall cease to be a Subsidiary and the Optionee
is not thereupon transferred to and employed by the Corporation
or another Subsidiary, the date that the Optionee's employer
ceases to be a Subsidiary shall be deemed to be a termination of
employment.
(b) The Optionee's date of termination on account of total disability
shall be the last day of his/her salary continuation period under
the Corporation's policy providing for salary continuation for
salaried employees who are medically unable to work because of
illness or injury or, if later, the date any personal leave of
absence he/she may be granted under the policies of the
Corporation immediately following such period of salary
continuation terminates in accordance with such policies.
(c) The Plan Administrator (as hereinafter defined) shall have
absolute and uncontrolled discretion to determine whether any
authorized leave of absence or absence on military or government
service taken by the Optionee shall constitute a termination of
employment for the purposes of this Agreement.
8. NO BAR TO CORPORATE RESTRUCTURING. The existence of this option
shall not affect in any way the right or power of the Corporation or its
stockholders to make or authorize any and all adjustments, recapitalizations,
reorganizations or other changes in the Corporation's capital structure or its
business, or any merger or consolidation of the Corporation, or any issue of
bonds, debentures, preferred or preference stocks ahead of or affecting Timber
Stock or the rights thereof, or the dissolution or liquidation of the
Corporation, or any sale or transfer of all or part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise.
9. CAPITAL READJUSTMENTS/STOCK OPTION MODIFICATIONS. The option
grant under this Plan will be made in Timber Stock as constituted on the Grant
Date for this option grant. In the event of any merger, reorganization,
consolidation, recapitalization, stock dividend, stock split, or extraordinary
distribution with respect to Timber Stock or other change in corporate
structure affecting Timber Stock, the Plan Administrator shall have the
authority to make such substitution or adjustments in the number, kind and
option price of shares subject to this option grant and/or such other
equitable substitution or adjustments as it may determine in its sole
discretion to be appropriate to ensure that all similarly situated optionees
under the Plan are treated equitably as a result of any such event; provided,
however, that the number of shares subject to any option grant shall always be
a whole number. In the event any adjustment to this option grant pursuant to
this Agreement would otherwise result in the creation of a fractional share
interest, the number of shares under this option grant shall be rounded to the
nearest whole share (with 0.5 share rounded to the next higher whole number).
10. CHANGE OF CONTROL. Notwithstanding any other provision of
this Agreement to the contrary, in the event of a Change of Control of the
Corporation (as defined in this Section 10), this option grant, if then
outstanding and not yet vested, shall vest as of the effective date of such
Change of Control if the Total Shareholder Return of the Corporation for at
least one of the 3-year, 4-year or 5-year periods ending on the effective date
of the Change of Control exceeds the Weighted Average Total Shareholder Return
of all Peer Group Companies for the same period. If this option grant vests
pursuant to this Section 10, it may be exercised at any time from and after
the effective date of the Change of Control (which shall be considered the
applicable Vesting Date) and prior to the 10th anniversary of its Grant Date.
For the purposes of this Agreement, a "Change of Control" shall mean:
(a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a
`Person'') of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of the
combined voting power of the then outstanding voting securities
of the Corporation entitled to vote generally in the election
of directors (the "Outstanding Voting Securities"); provided,
however, that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change of
Control: (i) any acquisition by a Person who on the effective
date of the Original Plan was the beneficial owner of 20% or
more of the Outstanding Voting Securities; (ii) any acquisition
directly from the Corporation, including without limitation a
public offering of securities; (iii) any acquisition by the
Corporation, (iv) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Corporation
or any of its Subsidiaries or (v) any acquisition by any
corporation pursuant to a transaction which complies with
clauses (i), (ii), and (iii) of subsection (c) of this Section
10; or
(b) Individuals who, as of the effective date of the Original Plan,
constitute the Board (the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director
subsequent to the effective date of the Original Plan whose
election, or nomination for election by the Corporation's
shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect
to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board or actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board; or
(c) Consummation of a reorganization, merger or consolidation to
which the Corporation is a party or sale or other disposition
of all or substantially all of the assets of the Corporation (a
"Business Combination"), in each case, unless, following such
Business Combination, (i) all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Stock and Outstanding Voting
Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the
combined voting power of the then outstanding voting
securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting
from such Business Combination (including, without limitation,
a corporation which as a result of such transaction owns the
Corporation or all or substantially all of the Corporation's
assets either directly or through one or more subsidiaries)
(the "Successor Entity") in substantially the same proportions
as their ownership, immediately prior to such Business
Combination, of Outstanding Voting Securities and (ii) no
Person (excluding any Successor Entity or any employee benefit
plan, or related trust, of the Corporation or such Successor
Entity) beneficially owns, directly or indirectly, 20% or more
of, respectively, the combined voting power of the then
outstanding voting securities of the Successor Entity, except
to the extent that such ownership existed prior to the Business
Combination and (iii) at least a majority of the members of the
board of directors of the Successor Entity were members of the
Incumbent Board (including persons deemed to be members of the
Incumbent Board by reason of the proviso to subsection (c) of
this Section 10) at the time of the execution of the initial
agreement, or of the action of the Board, providing for such
Business Combination; or
(d) Approval by the shareholders of the Corporation of a complete
liquidation or dissolution of the Corporation.
11. LEGAL IMPEDIMENTS TO EXERCISE. Anything in this Agreement to the
contrary notwithstanding, if, at any time specified herein for the exercise of
this option or the delivery of shares to the Optionee, any law or regulations of
any governmental authority having jurisdiction in the matter shall require
either the Corporation or the Optionee to take any action or refrain from action
in connection therewith or to delay such exercise, then the delivery of such
shares on such exercise shall be deferred until such action shall have been
taken or such restriction on action shall have been removed.
12. AUTHORITY OF PLAN ADMINISTRATOR. As conditions precedent to the
granting of the option and all other rights provided hereunder, the Optionee and
any other person who acquires any rights hereunder agrees that any dispute or
disagreement which shall arise under, or as a result of, or pursuant to, this
Agreement may be determined by the Plan Administrator constituted under the Plan
(the "Plan Administrator") in the Plan Administrator's absolute and uncontrolled
discretion; and that any such determination or interpretation of the terms of
this Agreement or the Plan or any other determination by either such Plan
Administrator shall be final, binding and conclusive on all persons affected
thereby. The Plan Administrator shall have the authority to administer the
Plan, make all determinations with respect to the construction and application
of the Plan, the Board resolutions establishing the Plan and this Agreement,
adopt and revise rules and regulations relating to the Plan and make any other
determinations which it believes necessary or advisable for the administration
of the Plan (subject to the provisions of the Plan regarding Plan
administration). Questions regarding the options granted under this Agreement
and the administration of the Plan may be addressed to the Treasurer's
Department of the Corporation.
13. NOT INCENTIVE STOCK OPTIONS. Anything in this Agreement to the
contrary notwithstanding, the Corporation and Optionee acknowledge and agree
that the Plan was not intended to provide for the issuance of "incentive stock
options" as defined in Section 422 of the Internal Revenue Code of 1986, as
amended, and that the options granted pursuant to this Agreement are not
"incentive stock options" as so defined.
14. CONTINUED EMPLOYMENT. This Agreement shall not be deemed to
limit or restrict the right of the Corporation or any Subsidiary to terminate
the Optionee's employment at any time, for any reason, with or without cause, or
to limit or restrict the right of the Optionee to terminate his employment with
the Corporation or any Subsidiary at any time. In the event of termination of
the Optionee's employment with the Corporation and all Subsidiaries, such
employee shall be eligible to exercise only options on the number of shares that
then or thereafter become available for purchase pursuant to Section 3 hereof
(but subject to Section 5). Optionee's services shall be subject to the
direction of the Board of Directors of the Corporation or such Subsidiary or
such officer or officers as the respective Boards may designate from time to
time and shall be rendered at such locations as the respective Boards or any
such officer may determine.
15. AMENDMENT OR TERMINATION. This Agreement may be amended or
terminated prior to the expiration dates set forth herein only with the mutual
agreement and consent of the Optionee and the Corporation, and then only to the
extent permitted under the Plan.
16. GOVERNING LAW. This Agreement shall be construed and its
provisions enforced and administered in accordance with the laws of the State
of Georgia and, where applicable, federal law.
17. INTERPRETATION. This Agreement shall at all times be
interpreted so as to be consistent with the intent, purposes and specific
language of the Plan.
18. SEVERABILITY. If any provision of this Agreement should be
held illegal or invalid for any reason, such determination shall not affect
the other provisions of this Agreement, but instead the Agreement shall be
construed as if such provisions had never been included herein.
19. HEADINGS/GENDER. Headings contained in this Agreement are for
convenience only and shall in no event be construed as part of this Agreement.
Any reference to the masculine, feminine or neuter gender shall be a reference
to other genders as appropriate.
20. NOTICES. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be delivered
personally or by mail, postage prepaid, addressed as follows: (i) to the
Corporation, Georgia-Pacific Corporation, l33 Peachtree Street, N.E., Atlanta,
Georgia 30303, Attention: Vice President and Treasurer, or at such other address
as the Corporation, by notice to the Optionee, may designate in writing from
time to time; (ii) to the Optionee at the address indicated in the Optionee's
then current personnel records, or at such other address as the Optionee, by
notice to the Treasurer of the Corporation at the above address, may designate
in writing from time to time. Such notices shall be deemed given upon receipt.
21. DEFINITIONS. For purposes of this Agreement, the following terms
shall be defined as follows (certain other definitions are found in the premises
to this Option Agreement):
(a) "Cause" for the purposes of this Agreement shall mean any of the
following: (i) the willful failure of the Optionee to perform
satisfactorily the duties consistent with his title and position
reasonably required of him by the Board or supervising management
(other than by reason of incapacity due to physical or mental
illness); (ii) the commission by the Optionee of a felony, or the
perpetration by the Optionee of a dishonest act or common law
fraud against the Corporation or any of its Subsidiaries; or
(iii) any other willful act or omission (including without
limitation the violation of any corporate policy or regulation)
which could reasonably be expected to expose the Corporation to
civil liability under the law of the applicable jurisdiction or
causes or may reasonably be expected to cause significant injury
to the financial condition or business reputation of the
Corporation or any of its Subsidiaries.
(b) "Corporation" shall mean Georgia-Pacific Corporation, a Georgia
corporation, its successors and assigns.
(c) "Committee" shall mean the Compensation Committee of the Board
of Directors of the Corporation, as constituted from time to
time, or such subcommittee of that body as the Compensation
Committee shall specify to act for the Compensation Committee
with respect to the options granted under the Plan, provided
however that any such subcommittee shall have at least two
members and shall consist entirely of `outside directors'' as
that term is defined pursuant to Section 162(m) of the Internal
Revenue Code of 1986, as amended from time to time, or any
statute which is a successor or replacement for such statute (and
applicable regulations promulgated thereunder).
(d) "Fair Market Value of the Stock" shall mean, on any date, the
mean between the high and low sales prices of a share of Timber
Stock on that date as reported in The Wall Street Journal, New
York Stock Exchange - Composite Transactions, or as reported in
any successor quotation system adopted prospectively for this
purpose by the Committee, in its discretion. The Fair Market
Value of the Stock shall be rounded to the nearest whole cent
(with 0.5 cent being rounded to the next higher whole cent).
(e) "Grant Date" shall mean the date upon which the Original Option
was granted under the Original Plan.
(f) "Original Plan" shall mean the Georgia-Pacific Corporation 1995
Shareholder Value Incentive Plan as adopted by the Corporation's
Board of Directors effective April 1, 1995 and approved by its
shareholders on May 2, 1995 (as in effect at the time the
Original Option was granted).
(g) "Plan" shall mean the amendment and restatement of the Original
Plan as adopted by the Corporation's Board of Directors on
September 17, 1997, and approved by its shareholders on December
16, 1997 (as amended from time to time thereafter)
(g) "Plan Administrator" shall mean the person or entity having
administrative authority under the Plan, as specified in Article
IV of the Plan.
(h) "Peer Group Companies" shall mean the companies included in the
Standard & Poors Paper and Forest Products Industry Index from
time to time (but excluding the Corporation).
(j) "Subsidiary" shall mean any corporation (other than the
Corporation) in any unbroken chain of corporations beginning with
the Corporation if, at the time of reference, each of the
corporations other than the last corporation in the unbroken
chain owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the
other corporations in such chain.
(k) "Total Shareholder Return" shall mean, for a given period and a
given common stock, the number determined by the formula
[(SB+SD)PE - 100] , 100, where (i) `SB'' is the number of shares
of the common stock (including fractional shares) that could be
bought with an initial $100 investment at PB, or $100 , PB; (ii)
`SD'' is the total number of shares of the common stock
(including fractional shares) which could be purchased with the
dividends (or allocated portion of a per share dividend) paid on
SB shares of the common stock during the measurement period (and
any additional shares or fractional shares allocated in
accordance with this subsection (ii) with respect to dividends
paid during the measurement period but prior to the dividend in
question), determined in the case of each such dividend paid
using the closing price of the common stock on the trading date
coincident with or next preceding the date of payment of the
dividend; (iii) `PB'' is the closing price of the common stock
on the last trading day before the first day of the measurement
period; and (iv) `PE'' is the closing price of the common stock
on the last trading day of the measurement period; provided,
however, that in determining Total Shareholder Return of G-P
Common Stock for any period ending after December 16, 1997, the
following adjustments shall be made: (i) the sum of SB and SD
shall be calculated through the December 16, 1997 using G-P
Common Stock; (ii) effective December 17, 1997, each share of G-P
Common Stock determined in (i) above shall automatically be
converted to one share of G-P Group Stock and one share of Timber
Stock; (iii) from and after the December 17, 1997, the sum of SB
and SD will be calculated separately with respect to each class
of the Corporation's common stock, and additions to SD for each
such class of common stock will be based on the dividends
declared on that class of common stock and the stock price for
that class of common stock on the appropriate date; (iv) at the
end of a measurement period, the Total Shareholder Return for the
Corporation's common stock used for purposes of comparison with
Total Shareholder Return of the common stock of Peer Group
Companies will be based on the sum of (A) the product of the
number of shares of G-P Group Stock (SB + SD) accrued through the
close of the measurement period in accordance with (ii) and (iii)
above and PE determined for this class of common stock and (B) a
corresponding product with respect to the number of shares of
Timber Stock. In calculating the Total Shareholder Return for a
given common stock, the Plan Administrator will apply the
principles of Section 9 (except for the last sentence of that
section) as if that section applied to the common stock.
(l) "Vesting Date" shall mean the date upon which options granted
under this Agreement first become exercisable in accordance with
the provisions of Sections 2, 3 or 10.
(m) "Weighted Average Total Shareholder Return" shall mean, for any
given measurement period, the average of the Total Shareholder
Returns for a named group of corporations with the return of each
such corporation weighted on the basis of its market
capitalization at the beginning of the measurement period.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officers, under its corporate seal, and the
Optionee has executed this Agreement, as of this day and year first
above written.
GEORGIA-PACIFIC CORPORATION
By:
----------------------
A. D. Correll
Chairman, Chief
Executive Officer,
and President
ATTEST:
W. Edwin Frazier, III, Assistant Secretary
OPTIONEE
NOTE: PLEASE COMPLETE THE ATTACHED PERSONAL DATA SHEET.
OPTIONEE'S PERSONAL DATA
(Please Print)
Full Name
ADDRESS:
==========================================================
----------------------------------------------------------
SOCIAL SECURITY NUMBER:
---------------------------------------------
DATE OF BIRTH:
---------------------------------------------------------
Month, Day and Year
DIVISION:
-------------------------
LOCATION:
--------------------------
PLEASE NOTE THAT YOUR BENEFICIARY(IES) FOR PURPOSES OF THIS REPLACEMENT OPTION
WILL BE THE SAME AS THOSE YOU SELECTED FOR THE ORIGINAL OPTION UNLESS YOU NOTIFY
THE TREASURERS DEPARTMENT.
1996 GEORGIA-PACIFIC CORPORATION
REPLACEMENT SHAREHOLDER VALUE INCENTIVE STOCK OPTION
(G-P Group Stock)
THIS AGREEMENT, dated December 17, 1997 by and between GEORGIA-
PACIFIC CORPORATION, a Georgia corporation (hereinafter called the
"Corporation"), and (hereinafter called "Optionee");
W I T N E S S E T H:
WHEREAS, on February 1, 1996, the Optionee was granted pursuant to the
Georgia-Pacific Corporation 1995 Shareholder Value Incentive Plan (as then in
effect; the "Original Plan") the option to purchase from the Company up to,
but not exceeding in the aggregate, shares of the Company's then existing
-----
common stock ("G-P Common Stock") at a price of $72.63 per share (the
"Original Option");
WHEREAS, the shareholders of the Corporation have approved, effective
December 16, 1997, a recapitalization of the Corporation's common stock, viz.
the conversion of each share of G-P Common Stock into one share of Georgia-
Pacific Corporation--Georgia-Pacific Group Common Stock ("G-P Group Stock")
and the distribution of one share of Georgia-Pacific Corporation--Timber Group
Common Stock ("Timber Stock") with respect to each share of G-P Group Stock
(the "Letter Stock Transaction");
WHEREAS, in conjunction with the approval of the Letter Stock
Transaction, the shareholders of the Corporation also approved, effective
December 16, 1997, an amendment and restatement of the Original Plan (the
"Plan"), which upon approval of the Letter Stock Transaction provides for the
conversion the Original Option into two separate options (each independently
exercisable), one to purchase shares of G-P Group Stock and the other to
purchase shares of Timber Stock, in each case for a number of shares equal to
the number of shares specified in the Original Option;
WHEREAS, in making the options conversion contemplated in the Letter
Stock Transaction and in the Plan, the exercise price for the G-P Group Stock
option is equal to the exercise price under the Original Option (the `Original
Option Price') multiplied by a fraction, the numerator of which is the average
of the high and low price for G-P Group Stock on the first date such stock is
traded, regular way, on the New York Stock Exchange (the "G-P Group Stock
Price") and the denominator of which is the sum of the G-P Group Stock Price
and the average of the high and low price for Timber Stock on the first date
such stock is traded, regular way, on the New York Stock Exchange (the "Timber
Stock Price"), and the exercise price for the Timber Stock option is equal to
the exercise price under the Original Option Price multiplied by a fraction, the
numerator of which is the Timber Stock Price and the denominator of which is the
sum of the G-P Group Stock Price and the Timber Stock Price; and
WHEREAS, the G-P Group Stock options and the Timber Stock options
issued as replacements for the Original Option are to be deemed to be
continuations of the Original Option;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto do hereby mutually agree as follows:
1. OPTION GRANT. Subject to the terms and conditions set forth
herein, the Corporation hereby grants to the Optionee during the period
commencing on the date hereof and ending on January 31, 2006, the option to
purchase from the Corporation, from time to time, as hereinafter more
specifically stated, at a price of $51.68 per share, up to but not exceeding in
the aggregate, shares of the G-P Group Stock (or such portion of such
--------
shares as may be vested and exercisable), which option may be exercised, in
whole or in part, from time to time, commencing on the applicable Vesting Date
as determined in accordance with Section 2 or 3 (but only as to the portion then
becoming exercisable) and for the exercise period beginning on such Vesting Date
and continuing to the end of the applicable exercise period specified in this
Agreement..
2. NORMAL VESTING. This option grant (or any portion thereof) may
in no event be exercised prior to its Vesting Date, but on and after its
Vesting Date (to the extent of the number option shares then becoming
exercisable), it may be exercised in accordance with - and to the extent
permitted under - the terms of the Plan and this Agreement. This option grant
will vest without regard to performance standards stated in this Section 2 on
the 183rd day following the 9th anniversary of the Grant Date. This option
grant is subject to accelerated performance-based vesting in accordance with
any of the following rules:
(a) This option grant will vest on the 3rd anniversary of the Grant
Date if the Corporation's Total Shareholder Return for the
immediately preceding 3 full fiscal years exceeds the Weighted
Average Total Shareholder Return of all Peer Group Companies
for the same period.
(b) This option grant will vest on the 4th anniversary of the Grant
Date if the Corporation's Total Shareholder Return for the
immediately preceding 4 full fiscal years exceeds the Weighted
Average Total Shareholder Return of all Peer Group Companies
for the same period.
(c) This option grant will vest on the 5th anniversary of the Grant
Date if the Corporation's Total Shareholder Return for the
immediately preceding 5 full fiscal years exceeds the Weighted
Average Total Shareholder Return of all Peer Group Companies
for the same period.
Vesting under subsections (a), (b) and (c) shall be conditioned upon the
Committee's written certification that the performance vesting standards of this
Section 2 have been met. Vesting of this option grant under this Section 2 is
subject in all cases to the restrictions/forfeiture rules in Sections 4 and 5.
Subject to those rules, if this option grant vests pursuant to this Section 2,
it may be exercised at any time on or after the Vesting Date and prior to the
10th anniversary of the Grant Date (not inclusive), provided that if the
Optionee's employment with the Corporation and its Subsidiaries terminates for
any reason other than retirement (as defined in Section 3(b)(i)), death or
disability (as defined in Section 3(b)(iii)) after the Vesting Date of this
option grant and before it has expired, the option grant may be exercised only
during the 90-day period following the Optionee's date of termination or, if
shorter, during the remaining period before this option grant expires in
accordance with this Agreement. If a Participant's employment with the
Corporation and its Subsidiaries terminates for any reason other than retirement
(as defined in Section 3(b)(i)), death or disability (as defined in
Section 3(b)(iii)) prior to the Vesting Date of this option grant, this option
grant will terminate as of the Participant's termination date, and the
Participant will have no further rights hereunder.
3. SPECIAL VESTING. This option grant (or the portion designated
below in Section 3(c)) shall vest and become exercisable under the
circumstances and subject to the terms and conditions specified in this
Section 3 (subject to the provisions of Section 5):
(a) Notwithstanding anything in Sections 2 or 4 to the contrary,
the performance-based vesting provisions of subsections (a),
(b) and (c) of Section 2 shall operate to vest this option
grant to the extent that it remains outstanding when the
Optionee retires (as defined in Section 3(b)(i)), dies or
becomes disabled (as defined in Section 3(b)(iii)) prior to its
Vesting Date even if such vesting occurs after the termination
of the Optionee's employment with the Corporation and its
Subsidiaries.
(b) Notwithstanding anything in Sections 2 or 4 to the contrary, if
this option grant is not vested pursuant to the performance-
based vesting standards of subsections (a), (b) and (c) of
Section 2 or another provision of this Agreement, it will vest
in the circumstances and on the date specified in paragraphs
(i) through (iii) below to the extent permitted by the schedule
set forth in Section 3(c):
(i) If the Optionee terminates employment with the Corporation
and its Subsidiaries after attaining age 65 or age 55 and
10 years of service for vesting purposes under the
Georgia-Pacific Corporation Savings and Capital Growth
Plan (other than a termination for Cause), on the later of
his/her retirement date or the 5th anniversary of the
Grant Date;
(ii) If the Optionee dies, on the later of his/her date of
death or the 5th anniversary of the Grant Date; or
(iii) If the Optionee becomes totally disabled as defined
under the Georgia-Pacific Corporation Salaried Long-Term
Disability Plan (whether or not the Optionee actually
participates in that plan), as determined by the Plan
Administrator in its sole discretion, on the later of
his/her date of termination of employment with the
Corporation and its Subsidiaries because of such
disability or the 5th anniversary of the Grant Date.
(c) If the Optionee becomes entitled to special vesting in
accordance with Section 3(b) above, this option grant, if then
still outstanding, will vest as of the applicable date
specified in Section 3(b) to the extent indicated in paragraphs
(i) through (iii) below:
(i) If the special vesting event described in Section 3(b)(i)
through (iii) occurs prior to the 5th anniversary of the
Grant Date of this option grant (which has not otherwise
vested), 50% of this option grant will vest and 50% will
be forfeited.
(ii) If special vesting described in Section 3(b)(i) through
(iii) occurs on or after the 5th anniversary, but prior to
the 6th anniversary, of the Grant Date of this option
grant (which has not otherwise vested), 60% of this option
grant will vest and 40% will be forfeited.
(iii) If special vesting described in Section 3(b)(i)
through (iii) occurs on or after the 6th anniversary, but
prior to the 7th anniversary, of the Grant Date of this
option grant (which has not otherwise vested), 70% of this
option grant will vest and 30% will be forfeited.
(iv) If special vesting described in Section 3(b)(i) through
(iii) occurs on or after the 7th anniversary, but prior to
the 8th anniversary, of the Grant Date of this option
grant (which has not otherwise vested), 80% of this option
grant will vest and 20% will be forfeited.
(v) If special vesting described in Section 3(b)(i) through
(iii) occurs on or after the 8th anniversary, but prior to
the 9th anniversary, of the Grant Date of this option
grant (which has not otherwise vested), 90% of this option
grant will vest and 10% will be forfeited.
(vi) If special vesting described in Section 3(b)(i) through
(iii) occurs on or after the 9th anniversary of the Grant
Date of this option grant (which has not otherwise
vested), 100% of this option grant will vest.
(d) The special vesting dates specified in this Section 3 shall be
considered Vesting Dates for purposes of this Agreement.
(e) If this option grant vests pursuant to Section 3(a), it may be
exercised at any time on or after its Vesting Date and prior to
the 10th anniversary of its Grant Date (not inclusive). If
this option grant (or any portion thereof) vests pursuant to
Section 3(b), it may be exercised (to the extent it has vested)
at any time on or after its Vesting Date and prior to the 183rd
day following its Vesting Date (not inclusive) or, if earlier,
prior to the 10th anniversary of its Grant Date (not
inclusive).
4. RESTRICTIONS/FORFEITURE RULES. This option grant will be
subject to the following restrictions and forfeiture rules:
(a) Subject to Section 3, if the Optionee's employment with the
Corporation and its Subsidiaries is terminated for any reason
prior to the Vesting Date for this option grant (or any portion
thereof), the Optionee shall forfeit all rights with respect to
this option grant, and this Agreement shall be null, void and
of no effect as of the date his/her employment terminates.
(b) This option grant shall be nontransferable and may not be sold,
hypothecated or otherwise assigned or conveyed by the Optionee
to any party; provided that in the event of the incapacity (as
determined by the Plan Administrator) or death of the Optionee,
his/her attorney-in-fact pursuant to a valid power of attorney
giving general or specific authority to make elections with
respect to this option grant, his/her court-appointed guardian
or the custodian of his/her affairs or the executor or
administrator of his/her estate (as the case may be) may
exercise any rights with respect to this option grant that the
Participant could have exercised if he/she were still alive or
not incapacitated. No assignment or transfer of this option or
the rights represented thereby, whether voluntary, involuntary,
or by operation of law or otherwise, except by will or the laws
of descent and distribution, shall vest in the assignee or
transferee any interest or right herein whatsoever, and
immediately upon any attempt to assign or transfer this option,
this option shall terminate and be of no force or effect.
Notwithstanding anything in this subsection (b) to the
contrary, an Optionee may designate a person or persons to
receive, in the event of his death, any rights to which he
would be entitled under this Option Agreement. Such a
designation shall be made in writing, and filed with the
Corporation's Treasurer's Department. A beneficiary
designation may be changed or revoked by an Optionee at any
time by filing a written statement of such change or revocation
with the Corporation's Treasurer's Department. No beneficiary
designation or change of beneficiary designation will be
effective until actually received by the Corporation's
Treasurer's Department. If an Optionee fails to designate a
beneficiary (or the beneficiary predeceases the Optionee), this
subsection (b) will apply without regard to the provisions
relating to the designation of a beneficiary.
(c) The Optionee shall not be deemed to be a shareholder of the
Corporation - and shall have no rights as a stockholder - with
respect to the shares covered by this option grant until the
date (i) such shares have been issued or transferred to him/her
and (ii) payment in full for such shares has been received by
the Corporation as provided in this Agreement. No adjustment
shall be made for dividends or other rights for which the
record date is prior to the date of such issuance or transfer.
(d) To the extent that this option grant is vested, but not
exercised during the period provided for its exercise under
this Agreement, the Participant shall forfeit all rights with
respect to this option grant and this Agreement shall expire as
of the close of the last day of the prescribed exercise period.
5. TERMINATION FOR CAUSE. Notwithstanding anything in this Option
Agreement to the contrary, if the Optionee is terminated for Cause, this option
grant shall terminate as of such date of termination regardless whether a
Vesting Date has occurred on or prior to his/her date of termination unless and
to the extent that the Committee determines (after taking into account the
provisions of Section 16) that such forfeiture in a given case would violate
applicable law.
6. EXERCISE OF OPTION. The option hereby granted shall be exercised
by the delivery to the Treasurer of the Corporation or his delegate, from time
to time, of written notice, signed by the Optionee, specifying the number of
shares the Optionee then desires to purchase, together with cash, certified
check, bank draft or postal or express money order to the order of the
Corporation for an amount in United States dollars equal to the sum of: (a) the
option price of such shares and (b) an amount sufficient to pay all state and
federal withholding taxes (including, without limitation, FICA) with respect to
the exercise (the total of (a) and (b) shall be referred to as the "Exercise
Amount"). In the alternative, the Optionee may tender payment for the option
shares in the form of shares of G-P Group Stock having a Fair Market Value on
the date of exercise equal to the Exercise Amount or a combination of (i) shares
of G-P Group Stock and (ii) cash, certified check, bank draft or postal or
express money order to the order of the Corporation in an amount in United
States dollars equal to the difference between the Exercise Amount and the Fair
Market Value of the tendered shares of G-P Group Stock on the date of exercise.
If the written notice of exercise is mailed, the date of its receipt by the
Treasurer of the Corporation or his delegate shall be considered the date of
exercise of the option by the Optionee. An exercise of stock options granted
under this Agreement will generate compensation subject to federal and state tax
withholding (including, without limitation, FICA withholding) in the calendar
year of each exercise, and all such withholding taxes shall be the
responsibility of the Optionee. The Committee may also authorize alternative
procedures for exercising options under this Agreement. Within thirty (30)
business days after any such exercise of the option in whole or in part by the
Optionee, the Corporation shall deliver to the Optionee a certificate or
certificates representing the aggregate number of shares with respect to which
such option shall be so exercised, registered in the Optionee's name. The
Optionee shall not have the right, in lieu of the exercise of the option, to
surrender the option granted hereby, or any portion thereof, in order to receive
shares covered by this option grant.
7. DATE OF TERMINATION. Except to the extent otherwise provided in
subsections (a) through (c) of this Section 7, for purposes of this Agreement,
the Optionee's date of termination shall be deemed to be his/her last day
worked:
(a) The Optionee's employment by the Corporation shall be deemed to
continue during such periods as he/she is employed by a
Subsidiary. If the Optionee shall be transferred from the
Corporation to a Subsidiary or from a Subsidiary to the
Corporation or from a Subsidiary to another Subsidiary, his/her
employment shall not be deemed to be terminated by reason of such
transfer. If, while the Optionee is employed by a Subsidiary,
such Subsidiary shall cease to be a Subsidiary and the Optionee
is not thereupon transferred to and employed by the Corporation
or another Subsidiary, the date that the Optionee's employer
ceases to be a Subsidiary shall be deemed to be a termination of
employment.
(b) The Optionee's date of termination on account of total disability
shall be the last day of his/her salary continuation period under
the Corporation's policy providing for salary continuation for
salaried employees who are medically unable to work because of
illness or injury or, if later, the date any personal leave of
absence he/she may be granted under the policies of the
Corporation immediately following such period of salary
continuation terminates in accordance with such policies.
(c) The Plan Administrator (as hereinafter defined) shall have
absolute and uncontrolled discretion to determine whether any
authorized leave of absence or absence on military or government
service taken by the Optionee shall constitute a termination of
employment for the purposes of this Agreement.
8. NO BAR TO CORPORATE RESTRUCTURING. The existence of this option
shall not affect in any way the right or power of the Corporation or its
stockholders to make or authorize any and all adjustments, recapitalizations,
reorganizations or other changes in the Corporation's capital structure or its
business, or any merger or consolidation of the Corporation, or any issue of
bonds, debentures, preferred or preference stocks ahead of or affecting G-P
Group Stock or the rights thereof, or the dissolution or liquidation of the
Corporation, or any sale or transfer of all or part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise.
9. CAPITAL READJUSTMENTS/STOCK OPTION MODIFICATIONS. The option
grant under this Plan will be made in G-P Group Stock as constituted on the
Grant Date for this option grant. In the event of any merger, reorganization,
consolidation, recapitalization, stock dividend, stock split, or extraordinary
distribution with respect to G-P Group Stock or other change in corporate
structure affecting G-P Group Stock, the Plan Administrator shall have the
authority to make such substitution or adjustments in the number, kind and
option price of shares subject to this option grant and/or such other
equitable substitution or adjustments as it may determine in its sole
discretion to be appropriate to ensure that all similarly situated optionees
under the Plan are treated equitably as a result of any such event; provided,
however, that the number of shares subject to any option grant shall always be
a whole number. In the event any adjustment to this option grant pursuant to
this Agreement would otherwise result in the creation of a fractional share
interest, the number of shares under this option grant shall be rounded to the
nearest whole share (with 0.5 share rounded to the next higher whole number).
10. CHANGE OF CONTROL. Notwithstanding any other provision of
this Agreement to the contrary, in the event of a Change of Control of the
Corporation (as defined in this Section 10), this option grant, if then
outstanding and not yet vested, shall vest as of the effective date of such
Change of Control if the Total Shareholder Return of the Corporation for at
least one of the 3-year, 4-year or 5-year periods ending on the effective date
of the Change of Control exceeds the Weighted Average Total Shareholder Return
of all Peer Group Companies for the same period. If this option grant vests
pursuant to this Section 10, it may be exercised at any time from and after
the effective date of the Change of Control (which shall be considered the
applicable Vesting Date) and prior to the 10th anniversary of its Grant Date.
For the purposes of this Agreement, a "Change of Control" shall mean:
(a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a
`Person'') of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of the
combined voting power of the then outstanding voting securities
of the Corporation entitled to vote generally in the election
of directors (the "Outstanding Voting Securities"); provided,
however, that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change of
Control: (i) any acquisition by a Person who on the effective
date of the Original Plan was the beneficial owner of 20% or
more of the Outstanding Voting Securities; (ii) any acquisition
directly from the Corporation, including without limitation a
public offering of securities; (iii) any acquisition by the
Corporation, (iv) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Corporation
or any of its Subsidiaries or (v) any acquisition by any
corporation pursuant to a transaction which complies with
clauses (i), (ii), and (iii) of subsection (c) of this Section
10; or
(b) Individuals who, as of the effective date of the Original Plan,
constitute the Board (the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director
subsequent to the effective date of the Original Plan whose
election, or nomination for election by the Corporation's
shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect
to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board or actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board; or
(c) Consummation of a reorganization, merger or consolidation to
which the Corporation is a party or sale or other disposition
of all or substantially all of the assets of the Corporation (a
`Business Combination''), in each case, unless, following such
Business Combination, (i) all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Stock and Outstanding Voting
Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the
combined voting power of the then outstanding voting
securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting
from such Business Combination (including, without limitation,
a corporation which as a result of such transaction owns the
Corporation or all or substantially all of the Corporation's
assets either directly or through one or more subsidiaries)
(the "Successor Entity") in substantially the same proportions
as their ownership, immediately prior to such Business
Combination, of Outstanding Voting Securities and (ii) no
Person (excluding any Successor Entity or any employee benefit
plan, or related trust, of the Corporation or such Successor
Entity) beneficially owns, directly or indirectly, 20% or more
of, respectively, the combined voting power of the then
outstanding voting securities of the Successor Entity, except
to the extent that such ownership existed prior to the Business
Combination and (iii) at least a majority of the members of the
board of directors of the Successor Entity were members of the
Incumbent Board (including persons deemed to be members of the
Incumbent Board by reason of the proviso to subsection (c) of
this Section 10) at the time of the execution of the initial
agreement, or of the action of the Board, providing for such
Business Combination; or
(d) Approval by the shareholders of the Corporation of a complete
liquidation or dissolution of the Corporation.
11. LEGAL IMPEDIMENTS TO EXERCISE. Anything in this Agreement to the
contrary notwithstanding, if, at any time specified herein for the exercise of
this option or the delivery of shares to the Optionee, any law or regulations of
any governmental authority having jurisdiction in the matter shall require
either the Corporation or the Optionee to take any action or refrain from action
in connection therewith or to delay such exercise, then the delivery of such
shares on such exercise shall be deferred until such action shall have been
taken or such restriction on action shall have been removed.
12. AUTHORITY OF PLAN ADMINISTRATOR. As conditions precedent to the
granting of the option and all other rights provided hereunder, the Optionee and
any other person who acquires any rights hereunder agrees that any dispute or
disagreement which shall arise under, or as a result of, or pursuant to, this
Agreement may be determined by the Plan Administrator constituted under the Plan
(the "Plan Administrator") in the Plan Administrator's absolute and uncontrolled
discretion; and that any such determination or interpretation of the terms of
this Agreement or the Plan or any other determination by either such Plan
Administrator shall be final, binding and conclusive on all persons affected
thereby. The Plan Administrator shall have the authority to administer the
Plan, make all determinations with respect to the construction and application
of the Plan, the Board resolutions establishing the Plan and this Agreement,
adopt and revise rules and regulations relating to the Plan and make any other
determinations which it believes necessary or advisable for the administration
of the Plan (subject to the provisions of the Plan regarding Plan
administration). Questions regarding the options granted under this Agreement
and the administration of the Plan may be addressed to the Treasurer's
Department of the Corporation.
13. NOT INCENTIVE STOCK OPTIONS. Anything in this Agreement to the
contrary notwithstanding, the Corporation and Optionee acknowledge and agree
that the Plan was not intended to provide for the issuance of "incentive stock
options" as defined in Section 422 of the Internal Revenue Code of 1986, as
amended, and that the options granted pursuant to this Agreement are not
"incentive stock options" as so defined.
14. CONTINUED EMPLOYMENT. This Agreement shall not be deemed to
limit or restrict the right of the Corporation or any Subsidiary to terminate
the Optionee's employment at any time, for any reason, with or without cause, or
to limit or restrict the right of the Optionee to terminate his employment with
the Corporation or any Subsidiary at any time. In the event of termination of
the Optionee's employment with the Corporation and all Subsidiaries, such
employee shall be eligible to exercise only options on the number of shares that
then or thereafter become available for purchase pursuant to Section 3 hereof
(but subject to Section 5). Optionee's services shall be subject to the
direction of the Board of Directors of the Corporation or such Subsidiary or
such officer or officers as the respective Boards may designate from time to
time and shall be rendered at such locations as the respective Boards or any
such officer may determine.
15. AMENDMENT OR TERMINATION. This Agreement may be amended or
terminated prior to the expiration dates set forth herein only with the mutual
agreement and consent of the Optionee and the Corporation, and then only to the
extent permitted under the Plan.
16. GOVERNING LAW. This Agreement shall be construed and its
provisions enforced and administered in accordance with the laws of the State
of Georgia and, where applicable, federal law.
17. INTERPRETATION. This Agreement shall at all times be
interpreted so as to be consistent with the intent, purposes and specific
language of the Plan.
18. SEVERABILITY. If any provision of this Agreement should be
held illegal or invalid for any reason, such determination shall not affect
the other provisions of this Agreement, but instead the Agreement shall be
construed as if such provisions had never been included herein.
19. HEADINGS/GENDER. Headings contained in this Agreement are for
convenience only and shall in no event be construed as part of this Agreement.
Any reference to the masculine, feminine or neuter gender shall be a reference
to other genders as appropriate.
20. NOTICES. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be delivered
personally or by mail, postage prepaid, addressed as follows: (i) to the
Corporation, Georgia-Pacific Corporation, l33 Peachtree Street, N.E., Atlanta,
Georgia 30303, Attention: Vice President and Treasurer, or at such other address
as the Corporation, by notice to the Optionee, may designate in writing from
time to time; (ii) to the Optionee at the address indicated in the Optionee's
then current personnel records, or at such other address as the Optionee, by
notice to the Treasurer of the Corporation at the above address, may designate
in writing from time to time. Such notices shall be deemed given upon receipt.
21. DEFINITIONS. For purposes of this Agreement, the following terms
shall be defined as follows (certain other definitions are found in the premises
to this Option Agreement):
(a) "Cause" for the purposes of this Agreement shall mean any of the
following: (i) the willful failure of the Optionee to perform
satisfactorily the duties consistent with his title and position
reasonably required of him by the Board or supervising management
(other than by reason of incapacity due to physical or mental
illness); (ii) the commission by the Optionee of a felony, or the
perpetration by the Optionee of a dishonest act or common law
fraud against the Corporation or any of its Subsidiaries; or
(iii) any other willful act or omission (including without
limitation the violation of any corporate policy or regulation)
which could reasonably be expected to expose the Corporation to
civil liability under the law of the applicable jurisdiction or
causes or may reasonably be expected to cause significant injury
to the financial condition or business reputation of the
Corporation or any of its Subsidiaries.
(b) "Corporation" shall mean Georgia-Pacific Corporation, a Georgia
corporation, its successors and assigns.
(c) "Committee" shall mean the Compensation Committee of the Board
of Directors of the Corporation, as constituted from time to
time, or such subcommittee of that body as the Compensation
Committee shall specify to act for the Compensation Committee
with respect to the options granted under the Plan, provided
however that any such subcommittee shall have at least two
members and shall consist entirely of `outside directors'' as
that term is defined pursuant to Section 162(m) of the Internal
Revenue Code of 1986, as amended from time to time, or any
statute which is a successor or replacement for such statute (and
applicable regulations promulgated thereunder).
(d) "Fair Market Value of the Stock" shall mean, on any date, the
mean between the high and low sales prices of a share of G-P
Group Stock on that date as reported in The Wall Street Journal,
New York Stock Exchange - Composite Transactions, or as reported
in any successor quotation system adopted prospectively for this
purpose by the Committee, in its discretion. The Fair Market
Value of the Stock shall be rounded to the nearest whole cent
(with 0.5 cent being rounded to the next higher whole cent).
(e) "Grant Date" shall mean the date upon which the Original Option
was granted under the Original Plan.
(f) "Original Plan" shall mean the Georgia-Pacific Corporation 1995
Shareholder Value Incentive Plan as adopted by the Corporation's
Board of Directors effective April 1, 1995 and approved by its
shareholders on May 2, 1995 (as in effect at the time the
Original Option was granted).
(g) "Plan" shall mean the amendment and restatement of the Original
Plan as adopted by the Corporation's Board of Directors on
September 17, 1997, and approved by its shareholders on December
16, 1997 (as amended from time to time thereafter).
(g) "Plan Administrator" shall mean the person or entity having
administrative authority under the Plan, as specified in Article
IV of the Plan.
(h) "Peer Group Companies" shall mean the companies included in the
Standard & Poors Paper and Forest Products Industry Index from
time to time (but excluding the Corporation).
(j) "Subsidiary" shall mean any corporation (other than the
Corporation) in any unbroken chain of corporations beginning with
the Corporation if, at the time of reference, each of the
corporations other than the last corporation in the unbroken
chain owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the
other corporations in such chain.
(k) "Total Shareholder Return" shall mean, for a given period and a
given common stock, the number determined by the formula
[(SB+SD)PE - 100] , 100, where (i) `SB'' is the number of shares
of the common stock (including fractional shares) that could be
bought with an initial $100 investment at PB, or $100 , PB; (ii)
`SD'' is the total number of shares of the common stock
(including fractional shares) which could be purchased with the
dividends (or allocated portion of a per share dividend) paid on
SB shares of the common stock during the measurement period (and
any additional shares or fractional shares allocated in
accordance with this subsection (ii) with respect to dividends
paid during the measurement period but prior to the dividend in
question), determined in the case of each such dividend paid
using the closing price of the common stock on the trading date
coincident with or next preceding the date of payment of the
dividend; (iii) `PB'' is the closing price of the common stock
on the last trading day before the first day of the measurement
period; and (iv) `PE'' is the closing price of the common stock
on the last trading day of the measurement period; provided,
however, that in determining Total Shareholder Return of G-P
Common Stock for any period ending after December 16, 1997, the
following adjustments shall be made: (i) the sum of SB and SD
shall be calculated through the December 16, 1997 using G-P
Common Stock; (ii) effective December 17, 1997, each share of G-P
Common Stock determined in (i) above shall automatically be
converted to one share of G-P Group Stock and one share of Timber
Stock; (iii) from and after the December 17, 1997, the sum of SB
and SD will be calculated separately with respect to each class
of the Corporation's common stock, and additions to SD for each
such class of common stock will be based on the dividends
declared on that class of common stock and the stock price for
that class of common stock on the appropriate date; (iv) at the
end of a measurement period, the Total Shareholder Return for the
Corporation's common stock used for purposes of comparison with
Total Shareholder Return of the common stock of Peer Group
Companies will be based on the sum of (A) the product of the
number of shares of G-P Group Stock (SB + SD) accrued through the
close of the measurement period in accordance with (ii) and (iii)
above and PE determined for this class of common stock and (B) a
corresponding product with respect to the number of shares of
Timber Stock. In calculating the Total Shareholder Return for a
given common stock, the Plan Administrator will apply the
principles of Section 9 (except for the last sentence of that
section) as if that section applied to the common stock.
(l) "Vesting Date" shall mean the date upon which options granted
under this Agreement first become exercisable in accordance with
the provisions of Sections 2, 3 or 10.
(m) "Weighted Average Total Shareholder Return" shall mean, for any
given measurement period, the average of the Total Shareholder
Returns for a named group of corporations with the return of each
such corporation weighted on the basis of its market
capitalization at the beginning of the measurement period.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officers, under its corporate seal, and the
Optionee has executed this Agreement, as of this day and year first above
written.
GEORGIA-PACIFIC CORPORATION
By:
---------------------
A. D. Correll
Chairman, Chief
Executive Officer,
and President
ATTEST:
W. Edwin Frazier, III, Assistant Secretary
OPTIONEE
NOTE: PLEASE COMPLETE THE ATTACHED PERSONAL DATA SHEET.
OPTIONEE'S PERSONAL DATA
(Please Print)
Full Name
ADDRESS:
==========================================================
----------------------------------------------------------
SOCIAL SECURITY NUMBER:
---------------------------------------------
DATE OF BIRTH:
---------------------------------------------------------
Month, Day and Year
DIVISION: LOCATION:
------------------------- --------------------------
PLEASE NOTE THAT YOUR BENEFICIARY(IES) FOR PURPOSES OF THIS REPLACEMENT OPTION
WILL BE THE SAME AS THOSE YOU SELECTED FOR THE ORIGINAL OPTION UNLESS YOU NOTIFY
THE TREASURERS DEPARTMENT.
1996 GEORGIA-PACIFIC CORPORATION
REPLACEMENT SHAREHOLDER VALUE INCENTIVE STOCK OPTION
(Timber Stock)
THIS AGREEMENT, dated December 17, 1997 by and between GEORGIA-
PACIFIC CORPORATION, a Georgia corporation (hereinafter called the
"Corporation"), and (hereinafter called "Optionee");
W I T N E S S E T H:
WHEREAS, on February 1. 1996, the Optionee was granted pursuant to the
Georgia-Pacific Corporation 1995 Shareholder Value Incentive Plan (as then in
effect, the "Original Plan") the option to purchase from the Company up to,
but not exceeding in the aggregate, shares of the Company's then existing
-----
common stock ("G-P Common Stock") at a price of $72.63 per share (the
"Original Option");
WHEREAS, the shareholders of the Corporation have approved, effective
December 16, 1997, a recapitalization of the Corporation's common stock, viz.
the conversion of each share of G-P Common Stock into one share of Georgia-
Pacific Corporation--Georgia-Pacific Group Common Stock ("G-P Group Stock")
and the distribution of one share of Georgia-Pacific Corporation--Timber Group
Common Stock ("Timber Stock") with respect to each share of G-P Group Stock
(the "Letter Stock Transaction");
WHEREAS, in conjunction with the approval of the Letter Stock
Transaction, the shareholders of the Corporation also approved, effective
December 16, 1997, an amendment and restatement of the Original Plan (the
"Plan"), which upon approval of the Letter Stock Transaction provides for the
conversion the Original Option into two separate options (each independently
exercisable), one to purchase shares of G-P Group Stock and the other to
purchase shares of Timber Stock, in each case for a number of shares equal to
the number of shares specified in the Original Option;
WHEREAS, in making the options conversion contemplated in the Letter
Stock Transaction and in the Plan, the exercise price for the G-P Group Stock
option is equal to the exercise price under the Original Option (the "Original
Option Price") multiplied by a fraction, the numerator of which is the average
of the high and low price for G-P Group Stock on the first date such stock is
traded, regular way, on the New York Stock Exchange (the "G-P Group Stock
Price") and the denominator of which is the sum of the G-P Group Stock Price
and the average of the high and low price for Timber Stock on the first date
such stock is traded, regular way, on the New York Stock Exchange (the "Timber
Stock Price"), and the exercise price for the Timber Stock option is equal to
the exercise price under the Original Option Price multiplied by a fraction, the
numerator of which is the Timber Stock Price and the denominator of which is the
sum of the G-P Group Stock Price and the Timber Stock Price; and
WHEREAS, the G-P Group Stock options and the Timber Stock options
issued as replacements for the Original Option are to be deemed to be
continuations of the Original Option;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto do hereby mutually agree as follows:
1. OPTION GRANT. Subject to the terms and conditions set forth
herein, the Corporation hereby grants to the Optionee during the period
commencing on the date hereof and ending on January 31, 2006, the option to
purchase from the Corporation, from time to time, as hereinafter more
specifically stated, at a price of $20.95 per share, up to but not exceeding in
the aggregate, shares of the Timber Stock (or such portion of such
--------
shares as may be vested and exercisable), which option may be exercised, in
whole or in part, from time to time, commencing on the applicable Vesting Date
as determined in accordance with Section 2 or 3 (but only as to the portion then
becoming exercisable) and for the exercise period beginning on such Vesting Date
and continuing to the end of the applicable exercise period specified in this
Agreement..
2. NORMAL VESTING. This option grant (or any portion thereof) may
in no event be exercised prior to its Vesting Date, but on and after its
Vesting Date (to the extent of the number option shares then becoming
exercisable), it may be exercised in accordance with - and to the extent
permitted under - the terms of the Plan and this Agreement. This option grant
will vest without regard to performance standards stated in this Section 2 on
the 183rd day following the 9th anniversary of the Grant Date. This option
grant is subject to accelerated performance-based vesting in accordance with
any of the following rules:
(a) This option grant will vest on the 3rd anniversary of the Grant
Date if the Corporation's Total Shareholder Return for the
immediately preceding 3 full fiscal years exceeds the Weighted
Average Total Shareholder Return of all Peer Group Companies
for the same period.
(b) This option grant will vest on the 4th anniversary of the Grant
Date if the Corporation's Total Shareholder Return for the
immediately preceding 4 full fiscal years exceeds the Weighted
Average Total Shareholder Return of all Peer Group Companies
for the same period.
(c) This option grant will vest on the 5th anniversary of the Grant
Date if the Corporation's Total Shareholder Return for the
immediately preceding 5 full fiscal years exceeds the Weighted
Average Total Shareholder Return of all Peer Group Companies
for the same period.
Vesting under subsections (a), (b) and (c) shall be conditioned upon the
Committee's written certification that the performance vesting standards of this
Section 2 have been met. Vesting of this option grant under this Section 2 is
subject in all cases to the restrictions/forfeiture rules in Sections 4 and 5.
Subject to those rules, if this option grant vests pursuant to this Section 2,
it may be exercised at any time on or after the Vesting Date and prior to the
10th anniversary of the Grant Date (not inclusive), provided that if the
Optionee's employment with the Corporation and its Subsidiaries terminates for
any reason other than retirement (as defined in Section 3(b)(i)), death or
disability (as defined in Section 3(b)(iii)) after the Vesting Date of this
option grant and before it has expired, the option grant may be exercised only
during the 90-day period following the Optionee's date of termination or, if
shorter, during the remaining period before this option grant expires in
accordance with this Agreement. If a Participant's employment with the
Corporation and its Subsidiaries terminates for any reason other than retirement
(as defined in Section 3(b)(i)), death or disability (as defined in
Section 3(b)(iii)) prior to the Vesting Date of this option grant, this option
grant will terminate as of the Participant's termination date, and the
Participant will have no further rights hereunder.
3. SPECIAL VESTING. This option grant (or the portion designated
below in Section 3(c)) shall vest and become exercisable under the
circumstances and subject to the terms and conditions specified in this
Section 3 (subject to the provisions of Section 5):
(a) Notwithstanding anything in Sections 2 or 4 to the contrary,
the performance-based vesting provisions of subsections (a),
(b) and (c) of Section 2 shall operate to vest this option
grant to the extent that it remains outstanding when the
Optionee retires (as defined in Section 3(b)(i)), dies or
becomes disabled (as defined in Section 3(b)(iii)) prior to its
Vesting Date even if such vesting occurs after the termination
of the Optionee's employment with the Corporation and its
Subsidiaries.
(b) Notwithstanding anything in Sections 2 or 4 to the contrary, if
this option grant is not vested pursuant to the performance-
based vesting standards of subsections (a), (b) and (c) of
Section 2 or another provision of this Agreement, it will vest
in the circumstances and on the date specified in paragraphs
(i) through (iii) below to the extent permitted by the schedule
set forth in Section 3(c):
(i) If the Optionee terminates employment with the Corporation
and its Subsidiaries after attaining age 65 or age 55 and
10 years of service for vesting purposes under the
Georgia-Pacific Corporation Savings and Capital Growth
Plan (other than a termination for Cause), on the later of
his/her retirement date or the 5th anniversary of the
Grant Date;
(ii) If the Optionee dies, on the later of his/her date of
death or the 5th anniversary of the Grant Date; or
(iii) If the Optionee becomes totally disabled as defined
under the Georgia-Pacific Corporation Salaried Long-Term
Disability Plan (whether or not the Optionee actually
participates in that plan), as determined by the Plan
Administrator in its sole discretion, on the later of
his/her date of termination of employment with the
Corporation and its Subsidiaries because of such
disability or the 5th anniversary of the Grant Date.
(c) If the Optionee becomes entitled to special vesting in
accordance with Section 3(b) above, this option grant, if then
still outstanding, will vest as of the applicable date
specified in Section 3(b) to the extent indicated in paragraphs
(i) through (iii) below:
(i) If the special vesting event described in Section 3(b)(i)
through (iii) occurs prior to the 5th anniversary of the
Grant Date of this option grant (which has not otherwise
vested), 50% of this option grant will vest and 50% will
be forfeited.
(ii) If special vesting described in Section 3(b)(i) through
(iii) occurs on or after the 5th anniversary, but prior to
the 6th anniversary, of the Grant Date of this option
grant (which has not otherwise vested), 60% of this option
grant will vest and 40% will be forfeited.
(iii) If special vesting described in Section 3(b)(i)
through (iii) occurs on or after the 6th anniversary, but
prior to the 7th anniversary, of the Grant Date of this
option grant (which has not otherwise vested), 70% of this
option grant will vest and 30% will be forfeited.
(iv) If special vesting described in Section 3(b)(i) through
(iii) occurs on or after the 7th anniversary, but prior to
the 8th anniversary, of the Grant Date of this option
grant (which has not otherwise vested), 80% of this option
grant will vest and 20% will be forfeited.
(v) If special vesting described in Section 3(b)(i) through
(iii) occurs on or after the 8th anniversary, but prior to
the 9th anniversary, of the Grant Date of this option
grant (which has not otherwise vested), 90% of this option
grant will vest and 10% will be forfeited.
(vi) If special vesting described in Section 3(b)(i) through
(iii) occurs on or after the 9th anniversary of the Grant
Date of this option grant (which has not otherwise
vested), 100% of this option grant will vest.
(d) The special vesting dates specified in this Section 3 shall be
considered Vesting Dates for purposes of this Agreement.
(e) If this option grant vests pursuant to Section 3(a), it may be
exercised at any time on or after its Vesting Date and prior to
the 10th anniversary of its Grant Date (not inclusive). If
this option grant (or any portion thereof) vests pursuant to
Section 3(b), it may be exercised (to the extent it has vested)
at any time on or after its Vesting Date and prior to the 183rd
day following its Vesting Date (not inclusive) or, if earlier,
prior to the 10th anniversary of its Grant Date (not
inclusive).
4. RESTRICTIONS/FORFEITURE RULES. This option grant will be
subject to the following restrictions and forfeiture rules:
(a) Subject to Section 3, if the Optionee's employment with the
Corporation and its Subsidiaries is terminated for any reason
prior to the Vesting Date for this option grant (or any portion
thereof), the Optionee shall forfeit all rights with respect to
this option grant, and this Agreement shall be null, void and
of no effect as of the date his/her employment terminates.
(b) This option grant shall be nontransferable and may not be sold,
hypothecated or otherwise assigned or conveyed by the Optionee
to any party; provided that in the event of the incapacity (as
determined by the Plan Administrator) or death of the Optionee,
his/her attorney-in-fact pursuant to a valid power of attorney
giving general or specific authority to make elections with
respect to this option grant, his/her court-appointed guardian
or the custodian of his/her affairs or the executor or
administrator of his/her estate (as the case may be) may
exercise any rights with respect to this option grant that the
Participant could have exercised if he/she were still alive or
not incapacitated. No assignment or transfer of this option or
the rights represented thereby, whether voluntary, involuntary,
or by operation of law or otherwise, except by will or the laws
of descent and distribution, shall vest in the assignee or
transferee any interest or right herein whatsoever, and
immediately upon any attempt to assign or transfer this option,
this option shall terminate and be of no force or effect.
Notwithstanding anything in this subsection (b) to the
contrary, an Optionee may designate a person or persons to
receive, in the event of his death, any rights to which he
would be entitled under this Option Agreement. Such a
designation shall be made in writing, and filed with the
Corporation's Treasurer's Department. A beneficiary
designation may be changed or revoked by an Optionee at any
time by filing a written statement of such change or revocation
with the Corporation's Treasurer's Department. No beneficiary
designation or change of beneficiary designation will be
effective until actually received by the Corporation's
Treasurer's Department. If an Optionee fails to designate a
beneficiary (or the beneficiary predeceases the Optionee), this
subsection (b) will apply without regard to the provisions
relating to the designation of a beneficiary.
(c) The Optionee shall not be deemed to be a shareholder of the
Corporation - and shall have no rights as a stockholder - with
respect to the shares covered by this option grant until the
date (i) such shares have been issued or transferred to him/her
and (ii) payment in full for such shares has been received by
the Corporation as provided in this Agreement. No adjustment
shall be made for dividends or other rights for which the
record date is prior to the date of such issuance or transfer.
(d) To the extent that this option grant is vested, but not
exercised during the period provided for its exercise under
this Agreement, the Participant shall forfeit all rights with
respect to this option grant and this Agreement shall expire as
of the close of the last day of the prescribed exercise period.
5. TERMINATION FOR CAUSE. Notwithstanding anything in this Option
Agreement to the contrary, if the Optionee is terminated for Cause, this option
grant shall terminate as of such date of termination regardless whether a
Vesting Date has occurred on or prior to his/her date of termination unless and
to the extent that the Committee determines (after taking into account the
provisions of Section 16) that such forfeiture in a given case would violate
applicable law.
6. EXERCISE OF OPTION. The option hereby granted shall be exercised
by the delivery to the Treasurer of the Corporation or his delegate, from time
to time, of written notice, signed by the Optionee, specifying the number of
shares the Optionee then desires to purchase, together with cash, certified
check, bank draft or postal or express money order to the order of the
Corporation for an amount in United States dollars equal to the sum of: (a) the
option price of such shares and (b) an amount sufficient to pay all state and
federal withholding taxes (including, without limitation, FICA) with respect to
the exercise (the total of (a) and (b) shall be referred to as the "Exercise
Amount"). In the alternative, the Optionee may tender payment for the option
shares in the form of shares of Timber Stock having a Fair Market Value on the
date of exercise equal to the Exercise Amount or a combination of (i) shares of
Timber Stock and (ii) cash, certified check, bank draft or postal or express
money order to the order of the Corporation in an amount in United States
dollars equal to the difference between the Exercise Amount and the Fair Market
Value of the tendered shares of Timber Stock on the date of exercise. If the
written notice of exercise is mailed, the date of its receipt by the Treasurer
of the Corporation or his delegate shall be considered the date of exercise of
the option by the Optionee. An exercise of stock options granted under this
Agreement will generate compensation subject to federal and state tax
withholding (including, without limitation, FICA withholding) in the calendar
year of each exercise, and all such withholding taxes shall be the
responsibility of the Optionee. The Committee may also authorize alternative
procedures for exercising options under this Agreement. Within thirty (30)
business days after any such exercise of the option in whole or in part by the
Optionee, the Corporation shall deliver to the Optionee a certificate or
certificates representing the aggregate number of shares with respect to which
such option shall be so exercised, registered in the Optionee's name. The
Optionee shall not have the right, in lieu of the exercise of the option, to
surrender the option granted hereby, or any portion thereof, in order to receive
shares covered by this option grant.
7. DATE OF TERMINATION. Except to the extent otherwise provided in
subsections (a) through (c) of this Section 7, for purposes of this Agreement,
the Optionee's date of termination shall be deemed to be his/her last day
worked:
(a) The Optionee's employment by the Corporation shall be deemed to
continue during such periods as he/she is employed by a
Subsidiary. If the Optionee shall be transferred from the
Corporation to a Subsidiary or from a Subsidiary to the
Corporation or from a Subsidiary to another Subsidiary, his/her
employment shall not be deemed to be terminated by reason of such
transfer. If, while the Optionee is employed by a Subsidiary,
such Subsidiary shall cease to be a Subsidiary and the Optionee
is not thereupon transferred to and employed by the Corporation
or another Subsidiary, the date that the Optionee's employer
ceases to be a Subsidiary shall be deemed to be a termination of
employment.
(b) The Optionee's date of termination on account of total disability
shall be the last day of his/her salary continuation period under
the Corporation's policy providing for salary continuation for
salaried employees who are medically unable to work because of
illness or injury or, if later, the date any personal leave of
absence he/she may be granted under the policies of the
Corporation immediately following such period of salary
continuation terminates in accordance with such policies.
(c) The Plan Administrator (as hereinafter defined) shall have
absolute and uncontrolled discretion to determine whether any
authorized leave of absence or absence on military or government
service taken by the Optionee shall constitute a termination of
employment for the purposes of this Agreement.
8. NO BAR TO CORPORATE RESTRUCTURING. The existence of this option
shall not affect in any way the right or power of the Corporation or its
stockholders to make or authorize any and all adjustments, recapitalizations,
reorganizations or other changes in the Corporation's capital structure or its
business, or any merger or consolidation of the Corporation, or any issue of
bonds, debentures, preferred or preference stocks ahead of or affecting Timber
Stock or the rights thereof, or the dissolution or liquidation of the
Corporation, or any sale or transfer of all or part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise.
9. CAPITAL READJUSTMENTS/STOCK OPTION MODIFICATIONS. The option
grant under this Plan will be made in Timber Stock as constituted on the Grant
Date for this option grant. In the event of any merger, reorganization,
consolidation, recapitalization, stock dividend, stock split, or extraordinary
distribution with respect to Timber Stock or other change in corporate
structure affecting Timber Stock, the Plan Administrator shall have the
authority to make such substitution or adjustments in the number, kind and
option price of shares subject to this option grant and/or such other
equitable substitution or adjustments as it may determine in its sole
discretion to be appropriate to ensure that all similarly situated optionees
under the Plan are treated equitably as a result of any such event; provided,
however, that the number of shares subject to any option grant shall always be
a whole number. In the event any adjustment to this option grant pursuant to
this Agreement would otherwise result in the creation of a fractional share
interest, the number of shares under this option grant shall be rounded to the
nearest whole share (with 0.5 share rounded to the next higher whole number).
10. CHANGE OF CONTROL. Notwithstanding any other provision of
this Agreement to the contrary, in the event of a Change of Control of the
Corporation (as defined in this Section 10), this option grant, if then
outstanding and not yet vested, shall vest as of the effective date of such
Change of Control if the Total Shareholder Return of the Corporation for at
least one of the 3-year, 4-year or 5-year periods ending on the effective date
of the Change of Control exceeds the Weighted Average Total Shareholder Return
of all Peer Group Companies for the same period. If this option grant vests
pursuant to this Section 10, it may be exercised at any time from and after
the effective date of the Change of Control (which shall be considered the
applicable Vesting Date) and prior to the 10th anniversary of its Grant Date.
For the purposes of this Agreement, a `Change of Control'' shall mean:
(a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the `Exchange Act'')) (a
`Person'') of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of the
combined voting power of the then outstanding voting securities
of the Corporation entitled to vote generally in the election
of directors (the "Outstanding Voting Securities"); provided,
however, that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change of
Control: (i) any acquisition by a Person who on the effective
date of the Original Plan was the beneficial owner of 20% or
more of the Outstanding Voting Securities; (ii) any acquisition
directly from the Corporation, including without limitation a
public offering of securities; (iii) any acquisition by the
Corporation, (iv) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Corporation
or any of its Subsidiaries or (v) any acquisition by any
corporation pursuant to a transaction which complies with
clauses (i), (ii), and (iii) of subsection (c) of this Section
10; or
(b) Individuals who, as of the effective date of the Original Plan,
constitute the Board (the `Incumbent Board'') cease for any
reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director
subsequent to the effective date of the Original Plan whose
election, or nomination for election by the Corporation's
shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect
to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board or actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board; or
(c) Consummation of a reorganization, merger or consolidation to
which the Corporation is a party or sale or other disposition
of all or substantially all of the assets of the Corporation (a
"Business Combination"), in each case, unless, following such
Business Combination, (i) all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Stock and Outstanding Voting
Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the
combined voting power of the then outstanding voting
securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting
from such Business Combination (including, without limitation,
a corporation which as a result of such transaction owns the
Corporation or all or substantially all of the Corporation's
assets either directly or through one or more subsidiaries)
(the "Successor Entity") in substantially the same proportions
as their ownership, immediately prior to such Business
Combination, of Outstanding Voting Securities and (ii) no
Person (excluding any Successor Entity or any employee benefit
plan, or related trust, of the Corporation or such Successor
Entity) beneficially owns, directly or indirectly, 20% or more
of, respectively, the combined voting power of the then
outstanding voting securities of the Successor Entity, except
to the extent that such ownership existed prior to the Business
Combination and (iii) at least a majority of the members of the
board of directors of the Successor Entity were members of the
Incumbent Board (including persons deemed to be members of the
Incumbent Board by reason of the proviso to subsection (c) of
this Section 10) at the time of the execution of the initial
agreement, or of the action of the Board, providing for such
Business Combination; or
(d) Approval by the shareholders of the Corporation of a complete
liquidation or dissolution of the Corporation.
11. LEGAL IMPEDIMENTS TO EXERCISE. Anything in this Agreement to the
contrary notwithstanding, if, at any time specified herein for the exercise of
this option or the delivery of shares to the Optionee, any law or regulations of
any governmental authority having jurisdiction in the matter shall require
either the Corporation or the Optionee to take any action or refrain from action
in connection therewith or to delay such exercise, then the delivery of such
shares on such exercise shall be deferred until such action shall have been
taken or such restriction on action shall have been removed.
12. AUTHORITY OF PLAN ADMINISTRATOR. As conditions precedent to the
granting of the option and all other rights provided hereunder, the Optionee and
any other person who acquires any rights hereunder agrees that any dispute or
disagreement which shall arise under, or as a result of, or pursuant to, this
Agreement may be determined by the Plan Administrator constituted under the Plan
(the "Plan Administrator") in the Plan Administrator's absolute and uncontrolled
discretion; and that any such determination or interpretation of the terms of
this Agreement or the Plan or any other determination by either such Plan
Administrator shall be final, binding and conclusive on all persons affected
thereby. The Plan Administrator shall have the authority to administer the
Plan, make all determinations with respect to the construction and application
of the Plan, the Board resolutions establishing the Plan and this Agreement,
adopt and revise rules and regulations relating to the Plan and make any other
determinations which it believes necessary or advisable for the administration
of the Plan (subject to the provisions of the Plan regarding Plan
administration). Questions regarding the options granted under this Agreement
and the administration of the Plan may be addressed to the Treasurer's
Department of the Corporation.
13. NOT INCENTIVE STOCK OPTIONS. Anything in this Agreement to the
contrary notwithstanding, the Corporation and Optionee acknowledge and agree
that the Plan was not intended to provide for the issuance of "incentive stock
options" as defined in Section 422 of the Internal Revenue Code of 1986, as
amended, and that the options granted pursuant to this Agreement are not
"incentive stock options" as so defined.
14. CONTINUED EMPLOYMENT. This Agreement shall not be deemed to
limit or restrict the right of the Corporation or any Subsidiary to terminate
the Optionee's employment at any time, for any reason, with or without cause, or
to limit or restrict the right of the Optionee to terminate his employment with
the Corporation or any Subsidiary at any time. In the event of termination of
the Optionee's employment with the Corporation and all Subsidiaries, such
employee shall be eligible to exercise only options on the number of shares that
then or thereafter become available for purchase pursuant to Section 3 hereof
(but subject to Section 5). Optionee's services shall be subject to the
direction of the Board of Directors of the Corporation or such Subsidiary or
such officer or officers as the respective Boards may designate from time to
time and shall be rendered at such locations as the respective Boards or any
such officer may determine.
15. AMENDMENT OR TERMINATION. This Agreement may be amended or
terminated prior to the expiration dates set forth herein only with the mutual
agreement and consent of the Optionee and the Corporation, and then only to the
extent permitted under the Plan.
16. GOVERNING LAW. This Agreement shall be construed and its
provisions enforced and administered in accordance with the laws of the State
of Georgia and, where applicable, federal law.
17. INTERPRETATION. This Agreement shall at all times be
interpreted so as to be consistent with the intent, purposes and specific
language of the Plan.
18. SEVERABILITY. If any provision of this Agreement should be
held illegal or invalid for any reason, such determination shall not affect
the other provisions of this Agreement, but instead the Agreement shall be
construed as if such provisions had never been included herein.
19. HEADINGS/GENDER. Headings contained in this Agreement are for
convenience only and shall in no event be construed as part of this Agreement.
Any reference to the masculine, feminine or neuter gender shall be a reference
to other genders as appropriate.
20. NOTICES. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be delivered
personally or by mail, postage prepaid, addressed as follows: (i) to the
Corporation, Georgia-Pacific Corporation, l33 Peachtree Street, N.E., Atlanta,
Georgia 30303, Attention: Vice President and Treasurer, or at such other address
as the Corporation, by notice to the Optionee, may designate in writing from
time to time; (ii) to the Optionee at the address indicated in the Optionee's
then current personnel records, or at such other address as the Optionee, by
notice to the Treasurer of the Corporation at the above address, may designate
in writing from time to time. Such notices shall be deemed given upon receipt.
21. DEFINITIONS. For purposes of this Agreement, the following terms
shall be defined as follows (certain other definitions are found in the premises
to this Option Agreement):
(a) "Cause" for the purposes of this Agreement shall mean any of the
following: (i) the willful failure of the Optionee to perform
satisfactorily the duties consistent with his title and position
reasonably required of him by the Board or supervising management
(other than by reason of incapacity due to physical or mental
illness); (ii) the commission by the Optionee of a felony, or the
perpetration by the Optionee of a dishonest act or common law
fraud against the Corporation or any of its Subsidiaries; or
(iii) any other willful act or omission (including without
limitation the violation of any corporate policy or regulation)
which could reasonably be expected to expose the Corporation to
civil liability under the law of the applicable jurisdiction or
causes or may reasonably be expected to cause significant injury
to the financial condition or business reputation of the
Corporation or any of its Subsidiaries.
(b) "Corporation" shall mean Georgia-Pacific Corporation, a Georgia
corporation, its successors and assigns.
(c) "Committee" shall mean the Compensation Committee of the Board
of Directors of the Corporation, as constituted from time to
time, or such subcommittee of that body as the Compensation
Committee shall specify to act for the Compensation Committee
with respect to the options granted under the Plan, provided
however that any such subcommittee shall have at least two
members and shall consist entirely of `outside directors'' as
that term is defined pursuant to Section 162(m) of the Internal
Revenue Code of 1986, as amended from time to time, or any
statute which is a successor or replacement for such statute (and
applicable regulations promulgated thereunder).
(d) "Fair Market Value of the Stock" shall mean, on any date, the
mean between the high and low sales prices of a share of Timber
Stock on that date as reported in The Wall Street Journal, New
York Stock Exchange - Composite Transactions, or as reported in
any successor quotation system adopted prospectively for this
purpose by the Committee, in its discretion. The Fair Market
Value of the Stock shall be rounded to the nearest whole cent
(with 0.5 cent being rounded to the next higher whole cent).
(e) "Grant Date" shall mean the date upon which the Original Option
was granted under the Original Plan.
(f) "Original Plan" shall mean the Georgia-Pacific Corporation 1995
Shareholder Value Incentive Plan as adopted by the Corporation's
Board of Directors effective April 1, 1995 and approved by its
shareholders on May 2, 1995 (as in effect at the time the
Original Option was granted).
(g) "Plan" shall mean the amendment and restatement of the Original
Plan as adopted by the Corporation's Board of Directors on
September 17, 1997, and approved by its shareholders on December
16, 1997 (as amended from time to time thereafter)
(g) "Plan Administrator" shall mean the person or entity having
administrative authority under the Plan, as specified in Article
IV of the Plan.
(h) "Peer Group Companies" shall mean the companies included in the
Standard & Poors Paper and Forest Products Industry Index from
time to time (but excluding the Corporation).
(j) "Subsidiary" shall mean any corporation (other than the
Corporation) in any unbroken chain of corporations beginning with
the Corporation if, at the time of reference, each of the
corporations other than the last corporation in the unbroken
chain owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the
other corporations in such chain.
(k) "Total Shareholder Return" shall mean, for a given period and a
given common stock, the number determined by the formula
[(SB+SD)PE - 100] , 100, where (i) `SB'' is the number of shares
of the common stock (including fractional shares) that could be
bought with an initial $100 investment at PB, or $100 , PB; (ii)
`SD'' is the total number of shares of the common stock
(including fractional shares) which could be purchased with the
dividends (or allocated portion of a per share dividend) paid on
SB shares of the common stock during the measurement period (and
any additional shares or fractional shares allocated in
accordance with this subsection (ii) with respect to dividends
paid during the measurement period but prior to the dividend in
question), determined in the case of each such dividend paid
using the closing price of the common stock on the trading date
coincident with or next preceding the date of payment of the
dividend; (iii) `PB'' is the closing price of the common stock
on the last trading day before the first day of the measurement
period; and (iv) `PE'' is the closing price of the common stock
on the last trading day of the measurement period; provided,
however, that in determining Total Shareholder Return of G-P
Common Stock for any period ending after December 16, 1997, the
following adjustments shall be made: (i) the sum of SB and SD
shall be calculated through the December 16, 1997 using G-P
Common Stock; (ii) effective December 17, 1997, each share of G-P
Common Stock determined in (i) above shall automatically be
converted to one share of G-P Group Stock and one share of Timber
Stock; (iii) from and after the December 17, 1997, the sum of SB
and SD will be calculated separately with respect to each class
of the Corporation's common stock, and additions to SD for each
such class of common stock will be based on the dividends
declared on that class of common stock and the stock price for
that class of common stock on the appropriate date; (iv) at the
end of a measurement period, the Total Shareholder Return for the
Corporation's common stock used for purposes of comparison with
Total Shareholder Return of the common stock of Peer Group
Companies will be based on the sum of (A) the product of the
number of shares of G-P Group Stock (SB + SD) accrued through the
close of the measurement period in accordance with (ii) and (iii)
above and PE determined for this class of common stock and (B) a
corresponding product with respect to the number of shares of
Timber Stock. In calculating the Total Shareholder Return for a
given common stock, the Plan Administrator will apply the
principles of Section 9 (except for the last sentence of that
section) as if that section applied to the common stock.
(l) "Vesting Date" shall mean the date upon which options granted
under this Agreement first become exercisable in accordance with
the provisions of Sections 2, 3 or 10.
(m) "Weighted Average Total Shareholder Return" shall mean, for any
given measurement period, the average of the Total Shareholder
Returns for a named group of corporations with the return of each
such corporation weighted on the basis of its market
capitalization at the beginning of the measurement period.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officers, under its corporate seal, and the
Optionee has executed this Agreement, as of this day and year first
above written.
GEORGIA-PACIFIC CORPORATION
By:
---------------------
A. D. Correll
Chairman, Chief
Executive Officer,
and President
ATTEST:
W. Edwin Frazier, III, Assistant Secretary
OPTIONEE
NOTE: PLEASE COMPLETE THE ATTACHED PERSONAL DATA SHEET.
OPTIONEE'S PERSONAL DATA
(Please Print)
Full Name
ADDRESS:
==========================================================
----------------------------------------------------------
SOCIAL SECURITY NUMBER:
---------------------------------------------
DATE OF BIRTH:
---------------------------------------------------------
Month, Day and Year
DIVISION: LOCATION:
------------------------- --------------------------
PLEASE NOTE THAT YOUR BENEFICIARY(IES) FOR PURPOSES OF THIS REPLACEMENT OPTION
WILL BE THE SAME AS THOSE YOU SELECTED FOR THE ORIGINAL OPTION UNLESS YOU NOTIFY
THE TREASURERS DEPARTMENT.
1997 GEORGIA-PACIFIC CORPORATION
REPLACEMENT SHAREHOLDER VALUE SPECIAL INCENTIVE STOCK OPTION
(G-P Group Stock)
THIS AGREEMENT, dated December 17, 1997 by and between GEORGIA-
PACIFIC CORPORATION, a Georgia corporation (hereinafter called the
"Corporation"), and (hereinafter called "Optionee");
W I T N E S S E T H:
WHEREAS, on February 3, 1997, the Optionee was granted pursuant to the
Georgia-Pacific Corporation 1995 Shareholder Value Incentive Plan (as then in
effect, the "Original Plan") the option to purchase from the Company up to,
but not exceeding in the aggregate, shares of the Company's then existing
-----
common stock ("G-P Common Stock") at a price of $74.25 per share (the
"Original Option");
WHEREAS, the shareholders of the Corporation have approved, effective
December 16, 1997, a recapitalization of the Corporation's common stock, viz.
the conversion of each share of G-P Common Stock into one share of Georgia-
Pacific Corporation--Georgia-Pacific Group Common Stock ("G-P Group Stock")
and the distribution of one share of Georgia-Pacific Corporation--Timber Group
Common Stock ("Timber Stock") with respect to each share of G-P Group Stock
(the "Letter Stock Transaction");
WHEREAS, in conjunction with the approval of the Letter Stock
Transaction, the shareholders of the Corporation also approved, effective
December 16, 1997, an amendment and restatement of the Original Plan (the
"Plan"), which upon approval of the Letter Stock Transaction provides for the
conversion the Original Option into two separate options (each independently
exercisable), one to purchase shares of G-P Group Stock and the other to
purchase shares of Timber Stock, in each case for a number of shares equal to
the number of shares specified in the Original Option;
WHEREAS, in making the options conversion contemplated in the Letter
Stock Transaction and in the Plan, the exercise price for the G-P Group Stock
option is equal to the exercise price under the Original Option (the "Original
Option Price") multiplied by a fraction, the numerator of which is the average
of the high and low price for G-P Group Stock on the first date such stock is
traded, regular way, on the New York Stock Exchange (the "G-P Group Stock
Price") and the denominator of which is the sum of the G-P Group Stock Price
and the average of the high and low price for Timber Stock on the first date
such stock is traded, regular way, on the New York Stock Exchange (the "Timber
Stock Price"), and the exercise price for the Timber Stock option is equal to
the exercise price under the Original Option Price multiplied by a fraction, the
numerator of which is the Timber Stock Price and the denominator of which is the
sum of the G-P Group Stock Price and the Timber Stock Price; and
WHEREAS, the G-P Group Stock options and the Timber Stock options
issued as replacements for the Original Option are to be deemed to be
continuations of the Original Option;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto do hereby mutually agree as follows:
1. OPTION GRANT. Subject to the terms and conditions set forth
herein, the Corporation hereby grants to the Optionee during the period
commencing on the date hereof and ending on August 4, 2002, the option to
purchase from the Corporation, from time to time, as hereinafter more
specifically stated, at a price of $52.84 per share, up to but not exceeding in
the aggregate, shares of the G-P Group Stock (or such portion of such
--------
shares as may be vested and exercisable), which option may be exercised, in
whole or in part, from time to time, commencing on the applicable Vesting Date
as determined in accordance with Section 2 or 3 (but only as to the portion then
becoming exercisable) and for the exercise period beginning on such Vesting Date
and continuing to the end of the applicable exercise period specified in this
Agreement.
2. NORMAL VESTING. This option grant (or any portion thereof) may
in no event be exercised prior to its Vesting Date, but on and after its
Vesting Date (to the extent of the number option shares then becoming
exercisable), it may be exercised in accordance with - and to the extent
permitted under - the terms of the Plan and this Agreement. This option grant
is subject to accelerated performance-based vesting in accordance with any of
the following rules:
(a) This option grant will vest on the 3rd anniversary of the Grant
Date if the Corporation's Total Shareholder Return for the
immediately preceding 3 full fiscal years exceeds the Weighted
Average Total Shareholder Return of all Peer Group Companies
for the same period.
(b) This option grant will vest on the 4th anniversary of the Grant
Date if the Corporation's Total Shareholder Return for the
immediately preceding 4 full fiscal years exceeds the Weighted
Average Total Shareholder Return of all Peer Group Companies
for the same period.
(c) This option grant will vest on the 5th anniversary of the Grant
Date if the Corporation's Total Shareholder Return for the
immediately preceding 5 full fiscal years exceeds the Weighted
Average Total Shareholder Return of all Peer Group Companies
for the same period.
Vesting under subsections (a), (b) and (c) shall be conditioned upon the
Committee's written certification that the performance vesting standards of this
Section 2 have been met. Vesting of this option grant under this Section 2 is
subject in all cases to the restrictions/forfeiture rules in Sections 4 and 5.
Subject to those rules, if this option grant vests pursuant to this Section 2,
it may be exercised at any time on or after the Vesting Date and on or prior to
August 4, 2002, provided that if the Optionee's employment with the Corporation
and its Subsidiaries terminates for any reason other than Cause after the
Vesting Date of this option grant and before it has expired, the option grant
may be exercised only during the 90-day period following the Optionee's date of
termination or, if shorter, during the remaining period before this option grant
expires in accordance with this Agreement. If a Participant's employment with
the Corporation and its Subsidiaries terminates for any reason prior to the
Vesting Date of this option grant, this option grant will terminate as of the
Participant's termination date, and the Participant will have no further rights
hereunder.
3. DEFINITIONS OF RETIREMENT AND DISABILITY. For purposes of this
Option Agreement:
(a) "Retirement" means termination of employment with the
Corporation and its Subsidiaries after attaining age 65 or age
55 and 10 years of service for vesting purposes under the
Georgia-Pacific Corporation Savings and Capital Growth Plan
(other than a termination for Cause); and
(b) "Disability" means "total disability" as defined under the
Georgia-Pacific Corporation Salaried Long-Term Disability Plan
(whether or not the Optionee actually participates in that
plan), as determined by the Plan Administrator in its sole
discretion.
4. RESTRICTIONS/FORFEITURE RULES. This option grant will be
subject to the following restrictions and forfeiture rules:
(a) Subject to Section 3, if the Optionee's employment with the
Corporation and its Subsidiaries is terminated for any reason
prior to the Vesting Date for this option grant (or any portion
thereof), the Optionee shall forfeit all rights with respect to
this option grant, and this Agreement shall be null, void and
of no effect as of the date his/her employment terminates.
(b) This option grant shall be nontransferable and may not be sold,
hypothecated or otherwise assigned or conveyed by the Optionee
to any party; provided that in the event of the incapacity (as
determined by the Plan Administrator) or death of the Optionee,
his/her attorney-in-fact pursuant to a valid power of attorney
giving general or specific authority to make elections with
respect to this option grant, his/her court-appointed guardian
or the custodian of his/her affairs or the executor or
administrator of his/her estate (as the case may be) may
exercise any rights with respect to this option grant that the
Participant could have exercised if he/she were still alive or
not incapacitated. No assignment or transfer of this option or
the rights represented thereby, whether voluntary, involuntary,
or by operation of law or otherwise, except by will or the laws
of descent and distribution, shall vest in the assignee or
transferee any interest or right herein whatsoever, and
immediately upon any attempt to assign or transfer this option,
this option shall terminate and be of no force or effect.
Notwithstanding anything in this subsection (b) to the
contrary, an Optionee may designate a person or persons to
receive, in the event of his death, any rights to which he
would be entitled under this Option Agreement. Such a
designation shall be made in writing, and filed with the
Corporation's Treasurer's Department. A beneficiary
designation may be changed or revoked by an Optionee at any
time by filing a written statement of such change or revocation
with the Corporation's Treasurer's Department. No beneficiary
designation or change of beneficiary designation will be
effective until actually received by the Corporation's
Treasurer's Department. If an Optionee fails to designate a
beneficiary (or the beneficiary predeceases the Optionee), this
subsection (b) will apply without regard to the provisions
relating to the designation of a beneficiary.
(c) The Optionee shall not be deemed to be a shareholder of the
Corporation - and shall have no rights as a stockholder - with
respect to the shares covered by this option grant until the
date (i) such shares have been issued or transferred to him/her
and (ii) payment in full for such shares has been received by
the Corporation as provided in this Agreement. No adjustment
shall be made for dividends or other rights for which the
record date is prior to the date of such issuance or transfer.
(d) To the extent that this option grant is vested, but not
exercised during the period provided for its exercise under
this Agreement, the Participant shall forfeit all rights with
respect to this option grant and this Agreement shall expire as
of the close of the last day of the prescribed exercise period.
5. TERMINATION FOR CAUSE. Notwithstanding anything in this Option
Agreement to the contrary, if the Optionee is terminated for Cause, this option
grant shall terminate as of such date of termination regardless whether a
Vesting Date has occurred on or prior to his/her date of termination unless and
to the extent that the Committee determines (after taking into account the
provisions of Section 16) that such forfeiture in a given case would violate
applicable law.
6. EXERCISE OF OPTION. The option hereby granted shall be exercised
by the delivery to the Treasurer of the Corporation or his delegate, from time
to time, of written notice, signed by the Optionee, specifying the number of
shares the Optionee then desires to purchase, together with cash, certified
check, bank draft or postal or express money order to the order of the
Corporation for an amount in United States dollars equal to the sum of: (a) the
option price of such shares and (b) an amount sufficient to pay all state and
federal withholding taxes (including, without limitation, FICA) with respect to
the exercise (the total of (a) and (b) shall be referred to as the `Exercise
Amount'). In the alternative, the Optionee may tender payment for the option
shares in the form of shares of G-P Group Stock having a Fair Market Value on
the date of exercise equal to the Exercise Amount or a combination of (i) shares
of G-P Group Stock and (ii) cash, certified check, bank draft or postal or
express money order to the order of the Corporation in an amount in United
States dollars equal to the difference between the Exercise Amount and the Fair
Market Value of the tendered shares of G-P Group Stock on the date of exercise.
If the written notice of exercise is mailed, the date of its receipt by the
Treasurer of the Corporation or his delegate shall be considered the date of
exercise of the option by the Optionee. An exercise of stock options granted
under this Agreement will generate compensation subject to federal and state tax
withholding (including, without limitation, FICA withholding) in the calendar
year of each exercise, and all such withholding taxes shall be the
responsibility of the Optionee. The Committee may also authorize alternative
procedures for exercising options under this Agreement. Within thirty (30)
business days after any such exercise of the option in whole or in part by the
Optionee, the Corporation shall deliver to the Optionee a certificate or
certificates representing the aggregate number of shares with respect to which
such option shall be so exercised, registered in the Optionee's name. The
Optionee shall not have the right, in lieu of the exercise of the option, to
surrender the option granted hereby, or any portion thereof, in order to receive
shares covered by this option grant.
7. DATE OF TERMINATION. Except to the extent otherwise provided in
subsections (a) through (c) of this Section 7, for purposes of this Agreement,
the Optionee's date of termination shall be deemed to be his/her last day
worked:
(a) The Optionee's employment by the Corporation shall be deemed to
continue during such periods as he/she is employed by a
Subsidiary. If the Optionee shall be transferred from the
Corporation to a Subsidiary or from a Subsidiary to the
Corporation or from a Subsidiary to another Subsidiary, his/her
employment shall not be deemed to be terminated by reason of such
transfer. If, while the Optionee is employed by a Subsidiary,
such Subsidiary shall cease to be a Subsidiary and the Optionee
is not thereupon transferred to and employed by the Corporation
or another Subsidiary, the date that the Optionee's employer
ceases to be a Subsidiary shall be deemed to be a termination of
employment.
(b) The Optionee's date of termination on account of total disability
shall be the last day of his/her salary continuation period under
the Corporation's policy providing for salary continuation for
salaried employees who are medically unable to work because of
illness or injury or, if later, the date any personal leave of
absence he/she may be granted under the policies of the
Corporation immediately following such period of salary
continuation terminates in accordance with such policies.
(c) The Plan Administrator (as hereinafter defined) shall have
absolute and uncontrolled discretion to determine whether any
authorized leave of absence or absence on military or government
service taken by the Optionee shall constitute a termination of
employment for the purposes of this Agreement.
8. NO BAR TO CORPORATE RESTRUCTURING. The existence of this option
shall not affect in any way the right or power of the Corporation or its
stockholders to make or authorize any and all adjustments, recapitalizations,
reorganizations or other changes in the Corporation's capital structure or its
business, or any merger or consolidation of the Corporation, or any issue of
bonds, debentures, preferred or preference stocks ahead of or affecting G-P
Group Stock or the rights thereof, or the dissolution or liquidation of the
Corporation, or any sale or transfer of all or part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise.
9. CAPITAL READJUSTMENTS/STOCK OPTION MODIFICATIONS. The option
grant under this Plan will be made in G-P Group Stock as constituted on the
Grant Date for this option grant. In the event of any merger, reorganization,
consolidation, recapitalization, stock dividend, stock split, or extraordinary
distribution with respect to G-P Group Stock or other change in corporate
structure affecting G-P Group Stock, the Plan Administrator shall have the
authority to make such substitution or adjustments in the number, kind and
option price of shares subject to this option grant and/or such other
equitable substitution or adjustments as it may determine in its sole
discretion to be appropriate to ensure that all similarly situated optionees
under the Plan are treated equitably as a result of any such event; provided,
however, that the number of shares subject to any option grant shall always be
a whole number. In the event any adjustment to this option grant pursuant to
this Agreement would otherwise result in the creation of a fractional share
interest, the number of shares under this option grant shall be rounded to the
nearest whole share (with 0.5 share rounded to the next higher whole number).
10. CHANGE OF CONTROL. Notwithstanding any other provision of
this Agreement to the contrary, in the event of a Change of Control of the
Corporation (as defined in this Section 10), this option grant, if then
outstanding and not yet vested, shall vest as of the effective date of such
Change of Control if the Total Shareholder Return of the Corporation for at
least one of the 3-year, 4-year or 5-year periods ending on the effective date
of the Change of Control exceeds the Weighted Average Total Shareholder Return
of all Peer Group Companies for the same period. If this option grant vests
pursuant to this Section 10, it may be exercised at any time from and after
the effective date of the Change of Control (which shall be considered the
applicable Vesting Date) and prior to the 10th anniversary of its Grant Date.
For the purposes of this Agreement, a "Change of Control" shall mean:
(a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a
"Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of the
combined voting power of the then outstanding voting securities
of the Corporation entitled to vote generally in the election
of directors (the "Outstanding Voting Securities"); provided,
however, that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change of
Control: (i) any acquisition by a Person who on the effective
date of the Original Plan was the beneficial owner of 20% or
more of the Outstanding Voting Securities; (ii) any acquisition
directly from the Corporation, including without limitation a
public offering of securities; (iii) any acquisition by the
Corporation, (iv) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Corporation
or any of its Subsidiaries or (v) any acquisition by any
corporation pursuant to a transaction which complies with
clauses (i), (ii), and (iii) of subsection (c) of this Section
10; or
(b) Individuals who, as of the effective date of the Original Plan,
constitute the Board (the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director
subsequent to the effective date of the Original Plan whose
election, or nomination for election by the Corporation's
shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect
to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board or actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board; or
(c) Consummation of a reorganization, merger or consolidation to
which the Corporation is a party or sale or other disposition
of all or substantially all of the assets of the Corporation (a
"Business Combination"), in each case, unless, following such
Business Combination, (i) all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Stock and Outstanding Voting
Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the
combined voting power of the then outstanding voting
securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting
from such Business Combination (including, without limitation,
a corporation which as a result of such transaction owns the
Corporation or all or substantially all of the Corporation's
assets either directly or through one or more subsidiaries)
(the "Successor Entity") in substantially the same proportions
as their ownership, immediately prior to such Business
Combination, of Outstanding Voting Securities and (ii) no
Person (excluding any Successor Entity or any employee benefit
plan, or related trust, of the Corporation or such Successor
Entity) beneficially owns, directly or indirectly, 20% or more
of, respectively, the combined voting power of the then
outstanding voting securities of the Successor Entity, except
to the extent that such ownership existed prior to the Business
Combination and (iii) at least a majority of the members of the
board of directors of the Successor Entity were members of the
Incumbent Board (including persons deemed to be members of the
Incumbent Board by reason of the proviso to subsection (c) of
this Section 10) at the time of the execution of the initial
agreement, or of the action of the Board, providing for such
Business Combination; or
(d) Approval by the shareholders of the Corporation of a complete
liquidation or dissolution of the Corporation.
11. LEGAL IMPEDIMENTS TO EXERCISE. Anything in this Agreement to the
contrary notwithstanding, if, at any time specified herein for the exercise of
this option or the delivery of shares to the Optionee, any law or regulations of
any governmental authority having jurisdiction in the matter shall require
either the Corporation or the Optionee to take any action or refrain from action
in connection therewith or to delay such exercise, then the delivery of such
shares on such exercise shall be deferred until such action shall have been
taken or such restriction on action shall have been removed.
12. AUTHORITY OF PLAN ADMINISTRATOR. As conditions precedent to the
granting of the option and all other rights provided hereunder, the Optionee and
any other person who acquires any rights hereunder agrees that any dispute or
disagreement which shall arise under, or as a result of, or pursuant to, this
Agreement may be determined by the Plan Administrator constituted under the Plan
(the "Plan Administrator") in the Plan Administrator's absolute and uncontrolled
discretion; and that any such determination or interpretation of the terms of
this Agreement or the Plan or any other determination by either such Plan
Administrator shall be final, binding and conclusive on all persons affected
thereby. The Plan Administrator shall have the authority to administer the
Plan, make all determinations with respect to the construction and application
of the Plan, the Board resolutions establishing the Plan and this Agreement,
adopt and revise rules and regulations relating to the Plan and make any other
determinations which it believes necessary or advisable for the administration
of the Plan (subject to the provisions of the Plan regarding Plan
administration). Questions regarding the options granted under this Agreement
and the administration of the Plan may be addressed to the Treasurer's
Department of the Corporation.
13. NOT INCENTIVE STOCK OPTIONS. Anything in this Agreement to the
contrary notwithstanding, the Corporation and Optionee acknowledge and agree
that the Plan was not intended to provide for the issuance of "incentive stock
options" as defined in Section 422 of the Internal Revenue Code of 1986, as
amended, and that the options granted pursuant to this Agreement are not
"incentive stock options" as so defined.
14. CONTINUED EMPLOYMENT. This Agreement shall not be deemed to
limit or restrict the right of the Corporation or any Subsidiary to terminate
the Optionee's employment at any time, for any reason, with or without cause, or
to limit or restrict the right of the Optionee to terminate his employment with
the Corporation or any Subsidiary at any time. In the event of termination of
the Optionee's employment with the Corporation and all Subsidiaries, such
employee shall be eligible to exercise only options on the number of shares that
then or thereafter become available for purchase pursuant to Section 3 hereof
(but subject to Section 5). Optionee's services shall be subject to the
direction of the Board of Directors of the Corporation or such Subsidiary or
such officer or officers as the respective Boards may designate from time to
time and shall be rendered at such locations as the respective Boards or any
such officer may determine.
15. AMENDMENT OR TERMINATION. This Agreement may be amended or
terminated prior to the expiration dates set forth herein only with the mutual
agreement and consent of the Optionee and the Corporation, and then only to the
extent permitted under the Plan.
16. GOVERNING LAW. This Agreement shall be construed and its
provisions enforced and administered in accordance with the laws of the State
of Georgia and, where applicable, federal law.
17. INTERPRETATION. This Agreement shall at all times be
interpreted so as to be consistent with the intent, purposes and specific
language of the Plan.
18. SEVERABILITY. If any provision of this Agreement should be
held illegal or invalid for any reason, such determination shall not affect
the other provisions of this Agreement, but instead the Agreement shall be
construed as if such provisions had never been included herein.
19. HEADINGS/GENDER. Headings contained in this Agreement are for
convenience only and shall in no event be construed as part of this Agreement.
Any reference to the masculine, feminine or neuter gender shall be a reference
to other genders as appropriate.
20. NOTICES. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be delivered
personally or by mail, postage prepaid, addressed as follows: (i) to the
Corporation, Georgia-Pacific Corporation, l33 Peachtree Street, N.E., Atlanta,
Georgia 30303, Attention: Vice President and Treasurer, or at such other address
as the Corporation, by notice to the Optionee, may designate in writing from
time to time; (ii) to the Optionee at the address indicated in the Optionee's
then current personnel records, or at such other address as the Optionee, by
notice to the Treasurer of the Corporation at the above address, may designate
in writing from time to time. Such notices shall be deemed given upon receipt.
21. DEFINITIONS. For purposes of this Agreement, the following terms
shall be defined as follows (certain other definitions are found in the premises
to this Option Agreement):
(a) "Cause" for the purposes of this Agreement shall mean any of the
following: (i) the willful failure of the Optionee to perform
satisfactorily the duties consistent with his title and position
reasonably required of him by the Board or supervising management
(other than by reason of incapacity due to physical or mental
illness); (ii) the commission by the Optionee of a felony, or the
perpetration by the Optionee of a dishonest act or common law
fraud against the Corporation or any of its Subsidiaries; or
(iii) any other willful act or omission (including without
limitation the violation of any corporate policy or regulation)
which could reasonably be expected to expose the Corporation to
civil liability under the law of the applicable jurisdiction or
causes or may reasonably be expected to cause significant injury
to the financial condition or business reputation of the
Corporation or any of its Subsidiaries.
(b) "Corporation" shall mean Georgia-Pacific Corporation, a Georgia
corporation, its successors and assigns.
(c) "Committee" shall mean the Compensation Committee of the Board
of Directors of the Corporation, as constituted from time to
time, or such subcommittee of that body as the Compensation
Committee shall specify to act for the Compensation Committee
with respect to the options granted under the Plan, provided
however that any such subcommittee shall have at least two
members and shall consist entirely of "outside directors" as
that term is defined pursuant to Section 162(m) of the Internal
Revenue Code of 1986, as amended from time to time, or any
statute which is a successor or replacement for such statute (and
applicable regulations promulgated thereunder).
(d) "Fair Market Value of the Stock" shall mean, on any date, the
mean between the high and low sales prices of a share of G-P
Group Stock on that date as reported in The Wall Street Journal,
New York Stock Exchange - Composite Transactions, or as reported
in any successor quotation system adopted prospectively for this
purpose by the Committee, in its discretion. The Fair Market
Value of the Stock shall be rounded to the nearest whole cent
(with 0.5 cent being rounded to the next higher whole cent).
(e) "Grant Date" shall mean the date upon which the Original Option
was granted under the Original Plan.
(f) "Original Plan" shall mean the Georgia-Pacific Corporation 1995
Shareholder Value Incentive Plan as adopted by the Corporation's
Board of Directors effective April 1, 1995 and approved by its
shareholders on May 2, 1995 (as in effect at the time the
Original Option was granted).
(g) "Plan" shall mean the amendment and restatement of the Original
Plan as adopted by the Corporation's Board of Directors on
September 17, 1997, and approved by its shareholders on December
16, 1997 (as amended from time to time thereafter).
(g) "Plan Administrator" shall mean the person or entity having
administrative authority under the Plan, as specified in Article
IV of the Plan.
(h) "Peer Group Companies" shall mean the companies included in the
Standard & Poors Paper and Forest Products Industry Index from
time to time (but excluding the Corporation).
(j) "Subsidiary" shall mean any corporation (other than the
Corporation) in any unbroken chain of corporations beginning with
the Corporation if, at the time of reference, each of the
corporations other than the last corporation in the unbroken
chain owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the
other corporations in such chain.
(k) "Total Shareholder Return" shall mean, for a given period and a
given common stock, the number determined by the formula
[(SB+SD)PE - 100] , 100, where (i) `SB'' is the number of shares
of the common stock (including fractional shares) that could be
bought with an initial $100 investment at PB, or $100 , PB; (ii)
`SD'' is the total number of shares of the common stock
(including fractional shares) which could be purchased with the
dividends (or allocated portion of a per share dividend) paid on
SB shares of the common stock during the measurement period (and
any additional shares or fractional shares allocated in
accordance with this subsection (ii) with respect to dividends
paid during the measurement period but prior to the dividend in
question), determined in the case of each such dividend paid
using the closing price of the common stock on the trading date
coincident with or next preceding the date of payment of the
dividend; (iii) `PB'' is the closing price of the common stock
on the last trading day before the first day of the measurement
period; and (iv) `PE'' is the closing price of the common stock
on the last trading day of the measurement period; provided,
however, that in determining Total Shareholder Return of G-P
Common Stock for any period ending after December 16, 1997, the
following adjustments shall be made: (i) the sum of SB and SD
shall be calculated through the December 16, 1997 using G-P
Common Stock; (ii) effective December 17, 1997, each share of G-P
Common Stock determined in (i) above shall automatically be
converted to one share of G-P Group Stock and one share of Timber
Stock; (iii) from and after the December 17, 1997, the sum of SB
and SD will be calculated separately with respect to each class
of the Corporation's common stock, and additions to SD for each
such class of common stock will be based on the dividends
declared on that class of common stock and the stock price for
that class of common stock on the appropriate date; (iv) at the
end of a measurement period, the Total Shareholder Return for the
Corporation's common stock used for purposes of comparison with
Total Shareholder Return of the common stock of Peer Group
Companies will be based on the sum of (A) the product of the
number of shares of G-P Group Stock (SB + SD) accrued through the
close of the measurement period in accordance with (ii) and (iii)
above and PE determined for this class of common stock and (B) a
corresponding product with respect to the number of shares of
Timber Stock. In calculating the Total Shareholder Return for a
given common stock, the Plan Administrator will apply the
principles of Section 9 (except for the last sentence of that
section) as if that section applied to the common stock.
(l) "Vesting Date" shall mean the date upon which options granted
under this Agreement first become exercisable in accordance with
the provisions of Sections 2, 3 or 10.
(m) "Weighted Average Total Shareholder Return" shall mean, for any
given measurement period, the average of the Total Shareholder
Returns for a named group of corporations with the return of each
such corporation weighted on the basis of its market
capitalization at the beginning of the measurement period.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officers, under its corporate seal, and the
Optionee has executed this Agreement, as of this day and year first above
written.
GEORGIA-PACIFIC CORPORATION
By:
--------------------
A. D. Correll
Chairman, Chief
Executive Officer,
and President
ATTEST:
W. Edwin Frazier, III, Assistant Secretary
OPTIONEE
NOTE: PLEASE COMPLETE THE ATTACHED PERSONAL DATA SHEET.
OPTIONEE'S PERSONAL DATA
(Please Print)
Full Name
ADDRESS:
==========================================================
----------------------------------------------------------
SOCIAL SECURITY NUMBER:
---------------------------------------------
DATE OF BIRTH:
---------------------------------------------------------
Month, Day and Year
DIVISION: LOCATION:
------------------------- --------------------------
PLEASE NOTE THAT YOUR BENEFICIARY(IES) FOR PURPOSES OF THIS REPLACEMENT OPTION
WILL BE THE SAME AS THOSE YOU SELECTED FOR THE ORIGINAL OPTION UNLESS YOU NOTIFY
THE TREASURERS DEPARTMENT.
1997 GEORGIA-PACIFIC CORPORATION
REPLACEMENT SHAREHOLDER VALUE INCENTIVE STOCK OPTION
(Timber Stock)
THIS AGREEMENT, dated December 17, 1997 by and between GEORGIA-
PACIFIC CORPORATION, a Georgia corporation (hereinafter called the
"Corporation"), and (hereinafter called
"Optionee");
W I T N E S S E T H:
WHEREAS, on February 3, 1997, the Optionee was granted pursuant to the
Georgia-Pacific Corporation 1995 Shareholder Value Incentive Plan (as then in
effect, the "Original Plan") the option to purchase from the Company up to,
but not exceeding in the aggregate, shares of the Company's then existing
-----
common stock ("G-P Common Stock") at a price of $74.25 per share (the
"Original Option");
WHEREAS, the shareholders of the Corporation have approved, effective
December 16, 1997, a recapitalization of the Corporation's common stock, viz.
the conversion of each share of G-P Common Stock into one share of Georgia-
Pacific Corporation--Georgia-Pacific Group Common Stock ("G-P Group Stock")
and the distribution of one share of Georgia-Pacific Corporation--Timber Group
Common Stock ("Timber Stock") with respect to each share of G-P Group Stock
(the "Letter Stock Transaction");
WHEREAS, in conjunction with the approval of the Letter Stock
Transaction, the shareholders of the Corporation also approved, effective
December 16, 1997, an amendment and restatement of the Original Plan (the
"Plan"), which upon approval of the Letter Stock Transaction provides for the
conversion the Original Option into two separate options (each independently
exercisable), one to purchase shares of G-P Group Stock and the other to
purchase shares of Timber Stock, in each case for a number of shares equal to
the number of shares specified in the Original Option;
WHEREAS, in making the options conversion contemplated in the Letter
Stock Transaction and in the Plan, the exercise price for the G-P Group Stock
option is equal to the exercise price under the Original Option (the "Original
Option Price") multiplied by a fraction, the numerator of which is the average
of the high and low price for G-P Group Stock on the first date such stock is
traded, regular way, on the New York Stock Exchange (the "G-P Group Stock
Price") and the denominator of which is the sum of the G-P Group Stock Price
and the average of the high and low price for Timber Stock on the first date
such stock is traded, regular way, on the New York Stock Exchange (the "Timber
Stock Price"), and the exercise price for the Timber Stock option is equal to
the exercise price under the Original Option Price multiplied by a fraction, the
numerator of which is the Timber Stock Price and the denominator of which is the
sum of the G-P Group Stock Price and the Timber Stock Price; and
WHEREAS, the G-P Group Stock options and the Timber Stock options
issued as replacements for the Original Option are to be deemed to be
continuations of the Original Option;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto do hereby mutually agree as follows:
1. OPTION GRANT. Subject to the terms and conditions set forth
herein, the Corporation hereby grants to the Optionee during the period
commencing on the date hereof and ending on February 2, 2007, the option to
purchase from the Corporation, from time to time, as hereinafter more
specifically stated, at a price of $21.41 per share, up to but not exceeding in
the aggregate, shares of the Timber Stock (or such portion of such
--------
shares as may be vested and exercisable), which option may be exercised, in
whole or in part, from time to time, commencing on the applicable Vesting Date
as determined in accordance with Section 2 or 3 (but only as to the portion then
becoming exercisable) and for the exercise period beginning on such Vesting Date
and continuing to the end of the applicable exercise period specified in this
Agreement.
2. NORMAL VESTING. This option grant (or any portion thereof) may
in no event be exercised prior to its Vesting Date, but on and after its
Vesting Date (to the extent of the number option shares then becoming
exercisable), it may be exercised in accordance with - and to the extent
permitted under - the terms of the Plan and this Agreement. This option grant
will vest without regard to performance standards stated in this Section 2 on
the 183rd day following the 9th anniversary of the Grant Date. This option
grant is subject to accelerated performance-based vesting in accordance with
any of the following rules:
(a) This option grant will vest on the 3rd anniversary of the Grant
Date if the Corporation's Total Shareholder Return for the
immediately preceding 3 full fiscal years exceeds the Weighted
Average Total Shareholder Return of all Peer Group Companies
for the same period.
(b) This option grant will vest on the 4th anniversary of the Grant
Date if the Corporation's Total Shareholder Return for the
immediately preceding 4 full fiscal years exceeds the Weighted
Average Total Shareholder Return of all Peer Group Companies
for the same period.
(c) This option grant will vest on the 5th anniversary of the Grant
Date if the Corporation's Total Shareholder Return for the
immediately preceding 5 full fiscal years exceeds the Weighted
Average Total Shareholder Return of all Peer Group Companies
for the same period.
Vesting under subsections (a), (b) and (c) shall be conditioned upon the
Committee's written certification that the performance vesting standards of this
Section 2 have been met. Vesting of this option grant under this Section 2 is
subject in all cases to the restrictions/forfeiture rules in Sections 4 and 5.
Subject to those rules, if this option grant vests pursuant to this Section 2,
it may be exercised at any time on or after the Vesting Date and prior to the
10th anniversary of the Grant Date (not inclusive), provided that if the
Optionee's employment with the Corporation and its Subsidiaries terminates for
any reason other than retirement (as defined in Section 3(b)(i)), death or
disability (as defined in Section 3(b)(iii)) after the Vesting Date of this
option grant and before it has expired, the option grant may be exercised only
during the 90-day period following the Optionee's date of termination or, if
shorter, during the remaining period before this option grant expires in
accordance with this Agreement. If a Participant's employment with the
Corporation and its Subsidiaries terminates for any reason other than retirement
(as defined in Section 3(b)(i)), death or disability (as defined in
Section 3(b)(iii)) prior to the Vesting Date of this option grant, this option
grant will terminate as of the Participant's termination date, and the
Participant will have no further rights hereunder.
3. SPECIAL VESTING. This option grant (or the portion designated
below in Section 3(c)) shall vest and become exercisable under the
circumstances and subject to the terms and conditions specified in this
Section 3 (subject to the provisions of Section 5):
(a) Notwithstanding anything in Sections 2 or 4 to the contrary,
the performance-based vesting provisions of subsections (a),
(b) and (c) of Section 2 shall operate to vest this option
grant to the extent that it remains outstanding when the
Optionee retires (as defined in Section 3(b)(i)), dies or
becomes disabled (as defined in Section 3(b)(iii)) prior to its
Vesting Date even if such vesting occurs after the termination
of the Optionee's employment with the Corporation and its
Subsidiaries.
(b) Notwithstanding anything in Sections 2 or 4 to the contrary, if
this option grant is not vested pursuant to the performance-
based vesting standards of subsections (a), (b) and (c) of
Section 2 or another provision of this Agreement, it will vest
in the circumstances and on the date specified in paragraphs
(i) through (iii) below to the extent permitted by the schedule
set forth in Section 3(c):
(i) If the Optionee terminates employment with the Corporation
and its Subsidiaries after attaining age 65 or age 55 and
10 years of service for vesting purposes under the
Georgia-Pacific Corporation Savings and Capital Growth
Plan (other than a termination for Cause), on the later of
his/her retirement date or the 5th anniversary of the
Grant Date;
(ii) If the Optionee dies, on the later of his/her date of
death or the 5th anniversary of the Grant Date; or
(iii) If the Optionee becomes totally disabled as defined
under the Georgia-Pacific Corporation Salaried Long-Term
Disability Plan (whether or not the Optionee actually
participates in that plan), as determined by the Plan
Administrator in its sole discretion, on the later of
his/her date of termination of employment with the
Corporation and its Subsidiaries because of such
disability or the 5th anniversary of the Grant Date.
(c) If the Optionee becomes entitled to special vesting in
accordance with Section 3(b) above, this option grant, if then
still outstanding, will vest as of the applicable date
specified in Section 3(b) to the extent indicated in paragraphs
(i) through (iii) below:
(i) If the special vesting event described in Section 3(b)(i)
through (iii) occurs prior to the 5th anniversary of the
Grant Date of this option grant (which has not otherwise
vested), 50% of this option grant will vest and 50% will
be forfeited.
(ii) If special vesting described in Section 3(b)(i) through
(iii) occurs on or after the 5th anniversary, but prior to
the 6th anniversary, of the Grant Date of this option
grant (which has not otherwise vested), 60% of this option
grant will vest and 40% will be forfeited.
(iii) If special vesting described in Section 3(b)(i)
through (iii) occurs on or after the 6th anniversary, but
prior to the 7th anniversary, of the Grant Date of this
option grant (which has not otherwise vested), 70% of this
option grant will vest and 30% will be forfeited.
(iv) If special vesting described in Section 3(b)(i) through
(iii) occurs on or after the 7th anniversary, but prior to
the 8th anniversary, of the Grant Date of this option
grant (which has not otherwise vested), 80% of this option
grant will vest and 20% will be forfeited.
(v) If special vesting described in Section 3(b)(i) through
(iii) occurs on or after the 8th anniversary, but prior to
the 9th anniversary, of the Grant Date of this option
grant (which has not otherwise vested), 90% of this option
grant will vest and 10% will be forfeited.
(vi) If special vesting described in Section 3(b)(i) through
(iii) occurs on or after the 9th anniversary of the Grant
Date of this option grant (which has not otherwise
vested), 100% of this option grant will vest.
(d) The special vesting dates specified in this Section 3 shall be
considered Vesting Dates for purposes of this Agreement.
(e) If this option grant vests pursuant to Section 3(a), it may be
exercised at any time on or after its Vesting Date and prior to
the 10th anniversary of its Grant Date (not inclusive). If
this option grant (or any portion thereof) vests pursuant to
Section 3(b), it may be exercised (to the extent it has vested)
at any time on or after its Vesting Date and prior to the 183rd
day following its Vesting Date (not inclusive) or, if earlier,
prior to the 10th anniversary of its Grant Date (not
inclusive).
4. RESTRICTIONS/FORFEITURE RULES. This option grant will be
subject to the following restrictions and forfeiture rules:
(a) Subject to Section 3, if the Optionee's employment with the
Corporation and its Subsidiaries is terminated for any reason
prior to the Vesting Date for this option grant (or any portion
thereof), the Optionee shall forfeit all rights with respect to
this option grant, and this Agreement shall be null, void and
of no effect as of the date his/her employment terminates.
(b) This option grant shall be nontransferable and may not be sold,
hypothecated or otherwise assigned or conveyed by the Optionee
to any party; provided that in the event of the incapacity (as
determined by the Plan Administrator) or death of the Optionee,
his/her attorney-in-fact pursuant to a valid power of attorney
giving general or specific authority to make elections with
respect to this option grant, his/her court-appointed guardian
or the custodian of his/her affairs or the executor or
administrator of his/her estate (as the case may be) may
exercise any rights with respect to this option grant that the
Participant could have exercised if he/she were still alive or
not incapacitated. No assignment or transfer of this option or
the rights represented thereby, whether voluntary, involuntary,
or by operation of law or otherwise, except by will or the laws
of descent and distribution, shall vest in the assignee or
transferee any interest or right herein whatsoever, and
immediately upon any attempt to assign or transfer this option,
this option shall terminate and be of no force or effect.
Notwithstanding anything in this subsection (b) to the
contrary, an Optionee may designate a person or persons to
receive, in the event of his death, any rights to which he
would be entitled under this Option Agreement. Such a
designation shall be made in writing, and filed with the
Corporation's Treasurer's Department. A beneficiary
designation may be changed or revoked by an Optionee at any
time by filing a written statement of such change or revocation
with the Corporation's Treasurer's Department. No beneficiary
designation or change of beneficiary designation will be
effective until actually received by the Corporation's
Treasurer's Department. If an Optionee fails to designate a
beneficiary (or the beneficiary predeceases the Optionee), this
subsection (b) will apply without regard to the provisions
relating to the designation of a beneficiary.
(c) The Optionee shall not be deemed to be a shareholder of the
Corporation - and shall have no rights as a stockholder - with
respect to the shares covered by this option grant until the
date (i) such shares have been issued or transferred to him/her
and (ii) payment in full for such shares has been received by
the Corporation as provided in this Agreement. No adjustment
shall be made for dividends or other rights for which the
record date is prior to the date of such issuance or transfer.
(d) To the extent that this option grant is vested, but not
exercised during the period provided for its exercise under
this Agreement, the Participant shall forfeit all rights with
respect to this option grant and this Agreement shall expire as
of the close of the last day of the prescribed exercise period.
5. TERMINATION FOR CAUSE. Notwithstanding anything in this Option
Agreement to the contrary, if the Optionee is terminated for Cause, this option
grant shall terminate as of such date of termination regardless whether a
Vesting Date has occurred on or prior to his/her date of termination unless and
to the extent that the Committee determines (after taking into account the
provisions of Section 16) that such forfeiture in a given case would violate
applicable law.
6. EXERCISE OF OPTION. The option hereby granted shall be exercised
by the delivery to the Treasurer of the Corporation or his delegate, from time
to time, of written notice, signed by the Optionee, specifying the number of
shares the Optionee then desires to purchase, together with cash, certified
check, bank draft or postal or express money order to the order of the
Corporation for an amount in United States dollars equal to the sum of: (a) the
option price of such shares and (b) an amount sufficient to pay all state and
federal withholding taxes (including, without limitation, FICA) with respect to
the exercise (the total of (a) and (b) shall be referred to as the "Exercise
Amount"). In the alternative, the Optionee may tender payment for the option
shares in the form of shares of Timber Stock having a Fair Market Value on the
date of exercise equal to the Exercise Amount or a combination of (i) shares of
Timber Stock and (ii) cash, certified check, bank draft or postal or express
money order to the order of the Corporation in an amount in United States
dollars equal to the difference between the Exercise Amount and the Fair Market
Value of the tendered shares of Timber Stock on the date of exercise. If the
written notice of exercise is mailed, the date of its receipt by the Treasurer
of the Corporation or his delegate shall be considered the date of exercise of
the option by the Optionee. An exercise of stock options granted under this
Agreement will generate compensation subject to federal and state tax
withholding (including, without limitation, FICA withholding) in the calendar
year of each exercise, and all such withholding taxes shall be the
responsibility of the Optionee. The Committee may also authorize alternative
procedures for exercising options under this Agreement. Within thirty (30)
business days after any such exercise of the option in whole or in part by the
Optionee, the Corporation shall deliver to the Optionee a certificate or
certificates representing the aggregate number of shares with respect to which
such option shall be so exercised, registered in the Optionee's name. The
Optionee shall not have the right, in lieu of the exercise of the option, to
surrender the option granted hereby, or any portion thereof, in order to receive
shares covered by this option grant.
7. DATE OF TERMINATION. Except to the extent otherwise provided in
subsections (a) through (c) of this Section 7, for purposes of this Agreement,
the Optionee's date of termination shall be deemed to be his/her last day
worked:
(a) The Optionee's employment by the Corporation shall be deemed to
continue during such periods as he/she is employed by a
Subsidiary. If the Optionee shall be transferred from the
Corporation to a Subsidiary or from a Subsidiary to the
Corporation or from a Subsidiary to another Subsidiary, his/her
employment shall not be deemed to be terminated by reason of such
transfer. If, while the Optionee is employed by a Subsidiary,
such Subsidiary shall cease to be a Subsidiary and the Optionee
is not thereupon transferred to and employed by the Corporation
or another Subsidiary, the date that the Optionee's employer
ceases to be a Subsidiary shall be deemed to be a termination of
employment.
(b) The Optionee's date of termination on account of total disability
shall be the last day of his/her salary continuation period under
the Corporation's policy providing for salary continuation for
salaried employees who are medically unable to work because of
illness or injury or, if later, the date any personal leave of
absence he/she may be granted under the policies of the
Corporation immediately following such period of salary
continuation terminates in accordance with such policies.
(c) The Plan Administrator (as hereinafter defined) shall have
absolute and uncontrolled discretion to determine whether any
authorized leave of absence or absence on military or government
service taken by the Optionee shall constitute a termination of
employment for the purposes of this Agreement.
8. NO BAR TO CORPORATE RESTRUCTURING. The existence of this option
shall not affect in any way the right or power of the Corporation or its
stockholders to make or authorize any and all adjustments, recapitalizations,
reorganizations or other changes in the Corporation's capital structure or its
business, or any merger or consolidation of the Corporation, or any issue of
bonds, debentures, preferred or preference stocks ahead of or affecting Timber
Stock or the rights thereof, or the dissolution or liquidation of the
Corporation, or any sale or transfer of all or part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise.
9. CAPITAL READJUSTMENTS/STOCK OPTION MODIFICATIONS. The option
grant under this Plan will be made in Timber Stock as constituted on the Grant
Date for this option grant. In the event of any merger, reorganization,
consolidation, recapitalization, stock dividend, stock split, or extraordinary
distribution with respect to Timber Stock or other change in corporate
structure affecting Timber Stock, the Plan Administrator shall have the
authority to make such substitution or adjustments in the number, kind and
option price of shares subject to this option grant and/or such other
equitable substitution or adjustments as it may determine in its sole
discretion to be appropriate to ensure that all similarly situated optionees
under the Plan are treated equitably as a result of any such event; provided,
however, that the number of shares subject to any option grant shall always be
a whole number. In the event any adjustment to this option grant pursuant to
this Agreement would otherwise result in the creation of a fractional share
interest, the number of shares under this option grant shall be rounded to the
nearest whole share (with 0.5 share rounded to the next higher whole number).
10. CHANGE OF CONTROL. Notwithstanding any other provision of
this Agreement to the contrary, in the event of a Change of Control of the
Corporation (as defined in this Section 10), this option grant, if then
outstanding and not yet vested, shall vest as of the effective date of such
Change of Control if the Total Shareholder Return of the Corporation for at
least one of the 3-year, 4-year or 5-year periods ending on the effective date
of the Change of Control exceeds the Weighted Average Total Shareholder Return
of all Peer Group Companies for the same period. If this option grant vests
pursuant to this Section 10, it may be exercised at any time from and after
the effective date of the Change of Control (which shall be considered the
applicable Vesting Date) and prior to the 10th anniversary of its Grant Date.
For the purposes of this Agreement, a `Change of Control'' shall mean:
(a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the `Exchange Act'')) (a
`Person'') of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of the
combined voting power of the then outstanding voting securities
of the Corporation entitled to vote generally in the election
of directors (the `Outstanding Voting Securities''); provided,
however, that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change of
Control: (i) any acquisition by a Person who on the effective
date of the Original Plan was the beneficial owner of 20% or
more of the Outstanding Voting Securities; (ii) any acquisition
directly from the Corporation, including without limitation a
public offering of securities; (iii) any acquisition by the
Corporation, (iv) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Corporation
or any of its Subsidiaries or (v) any acquisition by any
corporation pursuant to a transaction which complies with
clauses (i), (ii), and (iii) of subsection (c) of this Section
10; or
(b) Individuals who, as of the effective date of the Original Plan,
constitute the Board (the `Incumbent Board'') cease for any
reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director
subsequent to the effective date of the Original Plan whose
election, or nomination for election by the Corporation's
shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect
to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board or actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board; or
(c) Consummation of a reorganization, merger or consolidation to
which the Corporation is a party or sale or other disposition
of all or substantially all of the assets of the Corporation (a
"Business Combination"), in each case, unless, following such
Business Combination, (i) all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Stock and Outstanding Voting
Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the
combined voting power of the then outstanding voting
securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting
from such Business Combination (including, without limitation,
a corporation which as a result of such transaction owns the
Corporation or all or substantially all of the Corporation's
assets either directly or through one or more subsidiaries)
(the "Successor Entity") in substantially the same proportions
as their ownership, immediately prior to such Business
Combination, of Outstanding Voting Securities and (ii) no
Person (excluding any Successor Entity or any employee benefit
plan, or related trust, of the Corporation or such Successor
Entity) beneficially owns, directly or indirectly, 20% or more
of, respectively, the combined voting power of the then
outstanding voting securities of the Successor Entity, except
to the extent that such ownership existed prior to the Business
Combination and (iii) at least a majority of the members of the
board of directors of the Successor Entity were members of the
Incumbent Board (including persons deemed to be members of the
Incumbent Board by reason of the proviso to subsection (c) of
this Section 10) at the time of the execution of the initial
agreement, or of the action of the Board, providing for such
Business Combination; or
(d) Approval by the shareholders of the Corporation of a complete
liquidation or dissolution of the Corporation.
11. LEGAL IMPEDIMENTS TO EXERCISE. Anything in this Agreement to the
contrary notwithstanding, if, at any time specified herein for the exercise of
this option or the delivery of shares to the Optionee, any law or regulations of
any governmental authority having jurisdiction in the matter shall require
either the Corporation or the Optionee to take any action or refrain from action
in connection therewith or to delay such exercise, then the delivery of such
shares on such exercise shall be deferred until such action shall have been
taken or such restriction on action shall have been removed.
12. AUTHORITY OF PLAN ADMINISTRATOR. As conditions precedent to the
granting of the option and all other rights provided hereunder, the Optionee and
any other person who acquires any rights hereunder agrees that any dispute or
disagreement which shall arise under, or as a result of, or pursuant to, this
Agreement may be determined by the Plan Administrator constituted under the Plan
(the "Plan Administrator") in the Plan Administrator's absolute and uncontrolled
discretion; and that any such determination or interpretation of the terms of
this Agreement or the Plan or any other determination by either such Plan
Administrator shall be final, binding and conclusive on all persons affected
thereby. The Plan Administrator shall have the authority to administer the
Plan, make all determinations with respect to the construction and application
of the Plan, the Board resolutions establishing the Plan and this Agreement,
adopt and revise rules and regulations relating to the Plan and make any other
determinations which it believes necessary or advisable for the administration
of the Plan (subject to the provisions of the Plan regarding Plan
administration). Questions regarding the options granted under this Agreement
and the administration of the Plan may be addressed to the Treasurer's
Department of the Corporation.
13. NOT INCENTIVE STOCK OPTIONS. Anything in this Agreement to the
contrary notwithstanding, the Corporation and Optionee acknowledge and agree
that the Plan was not intended to provide for the issuance of "incentive stock
options" as defined in Section 422 of the Internal Revenue Code of 1986, as
amended, and that the options granted pursuant to this Agreement are not
"incentive stock options" as so defined.
14. CONTINUED EMPLOYMENT. This Agreement shall not be deemed to
limit or restrict the right of the Corporation or any Subsidiary to terminate
the Optionee's employment at any time, for any reason, with or without cause, or
to limit or restrict the right of the Optionee to terminate his employment with
the Corporation or any Subsidiary at any time. In the event of termination of
the Optionee's employment with the Corporation and all Subsidiaries, such
employee shall be eligible to exercise only options on the number of shares that
then or thereafter become available for purchase pursuant to Section 3 hereof
(but subject to Section 5). Optionee's services shall be subject to the
direction of the Board of Directors of the Corporation or such Subsidiary or
such officer or officers as the respective Boards may designate from time to
time and shall be rendered at such locations as the respective Boards or any
such officer may determine.
15. AMENDMENT OR TERMINATION. This Agreement may be amended or
terminated prior to the expiration dates set forth herein only with the mutual
agreement and consent of the Optionee and the Corporation, and then only to the
extent permitted under the Plan.
16. GOVERNING LAW. This Agreement shall be construed and its
provisions enforced and administered in accordance with the laws of the State
of Georgia and, where applicable, federal law.
17. INTERPRETATION. This Agreement shall at all times be
interpreted so as to be consistent with the intent, purposes and specific
language of the Plan.
18. SEVERABILITY. If any provision of this Agreement should be
held illegal or invalid for any reason, such determination shall not affect
the other provisions of this Agreement, but instead the Agreement shall be
construed as if such provisions had never been included herein.
19. HEADINGS/GENDER. Headings contained in this Agreement are for
convenience only and shall in no event be construed as part of this Agreement.
Any reference to the masculine, feminine or neuter gender shall be a reference
to other genders as appropriate.
20. NOTICES. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be delivered
personally or by mail, postage prepaid, addressed as follows: (i) to the
Corporation, Georgia-Pacific Corporation, l33 Peachtree Street, N.E., Atlanta,
Georgia 30303, Attention: Vice President and Treasurer, or at such other address
as the Corporation, by notice to the Optionee, may designate in writing from
time to time; (ii) to the Optionee at the address indicated in the Optionee's
then current personnel records, or at such other address as the Optionee, by
notice to the Treasurer of the Corporation at the above address, may designate
in writing from time to time. Such notices shall be deemed given upon receipt.
21. DEFINITIONS. For purposes of this Agreement, the following terms
shall be defined as follows (certain other definitions are found in the premises
to this Option Agreement):
(a) "Cause" for the purposes of this Agreement shall mean any of the
following: (i) the willful failure of the Optionee to perform
satisfactorily the duties consistent with his title and position
reasonably required of him by the Board or supervising management
(other than by reason of incapacity due to physical or mental
illness); (ii) the commission by the Optionee of a felony, or the
perpetration by the Optionee of a dishonest act or common law
fraud against the Corporation or any of its Subsidiaries; or
(iii) any other willful act or omission (including without
limitation the violation of any corporate policy or regulation)
which could reasonably be expected to expose the Corporation to
civil liability under the law of the applicable jurisdiction or
causes or may reasonably be expected to cause significant injury
to the financial condition or business reputation of the
Corporation or any of its Subsidiaries.
(b) "Corporation" shall mean Georgia-Pacific Corporation, a Georgia
corporation, its successors and assigns.
(c) "Committee" shall mean the Compensation Committee of the Board
of Directors of the Corporation, as constituted from time to
time, or such subcommittee of that body as the Compensation
Committee shall specify to act for the Compensation Committee
with respect to the options granted under the Plan, provided
however that any such subcommittee shall have at least two
members and shall consist entirely of "outside directors" as
that term is defined pursuant to Section 162(m) of the Internal
Revenue Code of 1986, as amended from time to time, or any
statute which is a successor or replacement for such statute (and
applicable regulations promulgated thereunder).
(d) "Fair Market Value of the Stock" shall mean, on any date, the
mean between the high and low sales prices of a share of Timber
Stock on that date as reported in The Wall Street Journal, New
York Stock Exchange - Composite Transactions, or as reported in
any successor quotation system adopted prospectively for this
purpose by the Committee, in its discretion. The Fair Market
Value of the Stock shall be rounded to the nearest whole cent
(with 0.5 cent being rounded to the next higher whole cent).
(e) "Grant Date" shall mean the date upon which the Original Option
was granted under the Original Plan.
(f) "Original Plan" shall mean the Georgia-Pacific Corporation 1995
Shareholder Value Incentive Plan as adopted by the Corporation's
Board of Directors effective April 1, 1995 and approved by its
shareholders on May 2, 1995 (as in effect at the time the
Original Option was granted).
(g) "Plan" shall mean the amendment and restatement of the Original
Plan as adopted by the Corporation's Board of Directors on
September 17, 1997, and approved by its shareholders on December
16, 1997 (as amended from time to time thereafter)
(g) "Plan Administrator" shall mean the person or entity having
administrative authority under the Plan, as specified in Article
IV of the Plan.
(h) "Peer Group Companies" shall mean the companies included in the
Standard & Poors Paper and Forest Products Industry Index from
time to time (but excluding the Corporation).
(j) "Subsidiary" shall mean any corporation (other than the
Corporation) in any unbroken chain of corporations beginning with
the Corporation if, at the time of reference, each of the
corporations other than the last corporation in the unbroken
chain owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the
other corporations in such chain.
(k) "Total Shareholder Return" shall mean, for a given period and a
given common stock, the number determined by the formula
[(SB+SD)PE - 100] , 100, where (i) `SB'' is the number of shares
of the common stock (including fractional shares) that could be
bought with an initial $100 investment at PB, or $100 , PB; (ii)
`SD'' is the total number of shares of the common stock
(including fractional shares) which could be purchased with the
dividends (or allocated portion of a per share dividend) paid on
SB shares of the common stock during the measurement period (and
any additional shares or fractional shares allocated in
accordance with this subsection (ii) with respect to dividends
paid during the measurement period but prior to the dividend in
question), determined in the case of each such dividend paid
using the closing price of the common stock on the trading date
coincident with or next preceding the date of payment of the
dividend; (iii) `PB'' is the closing price of the common stock
on the last trading day before the first day of the measurement
period; and (iv) `PE'' is the closing price of the common stock
on the last trading day of the measurement period; provided,
however, that in determining Total Shareholder Return of G-P
Common Stock for any period ending after December 16, 1997, the
following adjustments shall be made: (i) the sum of SB and SD
shall be calculated through the December 16, 1997 using G-P
Common Stock; (ii) effective December 17, 1997, each share of G-P
Common Stock determined in (i) above shall automatically be
converted to one share of G-P Group Stock and one share of Timber
Stock; (iii) from and after the December 17, 1997, the sum of SB
and SD will be calculated separately with respect to each class
of the Corporation's common stock, and additions to SD for each
such class of common stock will be based on the dividends
declared on that class of common stock and the stock price for
that class of common stock on the appropriate date; (iv) at the
end of a measurement period, the Total Shareholder Return for the
Corporation's common stock used for purposes of comparison with
Total Shareholder Return of the common stock of Peer Group
Companies will be based on the sum of (A) the product of the
number of shares of G-P Group Stock (SB + SD) accrued through the
close of the measurement period in accordance with (ii) and (iii)
above and PE determined for this class of common stock and (B) a
corresponding product with respect to the number of shares of
Timber Stock. In calculating the Total Shareholder Return for a
given common stock, the Plan Administrator will apply the
principles of Section 9 (except for the last sentence of that
section) as if that section applied to the common stock.
(l) "Vesting Date" shall mean the date upon which options granted
under this Agreement first become exercisable in accordance with
the provisions of Sections 2, 3 or 10.
(m) "Weighted Average Total Shareholder Return" shall mean, for any
given measurement period, the average of the Total Shareholder
Returns for a named group of corporations with the return of each
such corporation weighted on the basis of its market
capitalization at the beginning of the measurement period.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officers, under its corporate seal, and the
Optionee has executed this Agreement, as of this day and year first above
written.
GEORGIA-PACIFIC CORPORATION
By:
--------------------
A. D. Correll
Chairman, Chief
Executive Officer,
and President
ATTEST:
W. Edwin Frazier, III, Assistant Secretary
OPTIONEE
NOTE: PLEASE COMPLETE THE ATTACHED PERSONAL DATA SHEET.
OPTIONEE'S PERSONAL DATA
(Please Print)
Full Name
ADDRESS:
==========================================================
----------------------------------------------------------
SOCIAL SECURITY NUMBER:
---------------------------------------------
DATE OF BIRTH:
---------------------------------------------------------
Month, Day and Year
DIVISION: LOCATION:
------------------------- --------------------------
PLEASE NOTE THAT YOUR BENEFICIARY(IES) FOR PURPOSES OF THIS REPLACEMENT OPTION
WILL BE THE SAME AS THOSE YOU SELECTED FOR THE ORIGINAL OPTION UNLESS YOU NOTIFY
THE TREASURER'S DEPARTMENT.
GEORGIA-PACIFIC CORPORATION
SHAREHOLDER VALUE SPECIAL INCENTIVE STOCK OPTION
THIS AGREEMENT, dated February 3, 1997 by and between GEORGIA-
PACIFIC CORPORATION, a Georgia corporation (hereinafter called the
"Corporation"), and (hereinafter called "Optionee");
W I T N E S S E T H:
WHEREAS, the Optionee is now employed by the Corporation or a
Subsidiary in a key capacity and the Corporation desires to have him/her remain
in the employment of the Corporation or a Subsidiary and to afford him/her the
opportunity to acquire or enlarge his/her stock ownership in the Corporation by
granting him/her options to purchase from the Corporation up to, but not
exceeding in the aggregate, shares of the Corporation's Stock, as
hereinafter more specifically stated, the exercise of which is subject to
attainment of stated corporate, business segment and division performance goals,
so that he may have a direct proprietary interest in the Corporation's general
success and in the achievement of the specific performance goals related to the
Corporation as a whole and the business segment and division in which he/she
works; and
WHEREAS, the options described in this Agreement have been granted
pursuant to, and are governed by, the Georgia-Pacific Corporation 1995
Shareholder Value Incentive Plan adopted by the Corporation's Board of Directors
effective April 1, 1995 (the "Plan") and approved by the shareholders of the
Corporation on May 2, 1995, as heretofore amended and modified (in particular,
but without limitation, by Amendment No. 2 to the Plan adopted by the
Corporation's Board of Directors effective February 3, 1997;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto do hereby mutually agree as follows:
1. OPTION GRANT. Subject to the terms and conditions set forth
herein, the Corporation hereby grants to the Optionee during the period
commencing on the date hereof (the "Grant Date") and ending on August 4, 2002,
the option to purchase from the Corporation, from time to time, as hereinafter
more specifically stated, at a price of $74.25 per share, up to but not
exceeding in the aggregate, the number of shares of the Corporation's Stock as
set forth on the preceding page of this Agreement (or such portion of such
shares as may be vested and exercisable), which option may be exercised, in
whole or in part, from time to time, commencing on the applicable Vesting Date
as determined in accordance with Section 2 (but only as to the portion then
becoming exercisable) and for the exercise period beginning on such Vesting Date
and continuing to the end of the applicable exercise period specified in this
Agreement. Notwithstanding anything to the contrary in this Agreement (but
subject to the exercise limitations specified 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 Corporation or a Subsidiary or (ii) the
Vesting Date for all or any portion of this option grant (but only as to the
portion then becoming exercisable). 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 Corporation or a Subsidiary thereafter,
the options described in this Agreement shall be immediately effective (subject
to the exercise limitations provided in Section 2) and may become exercisable
and may be exercised during a subsequent leave of absence or absence for
military or government service.
2. VESTING. This option grant (or any portion thereof) may in no
event be exercised prior to its Vesting Date, but on and after its Vesting
Date (to the extent of the number option shares then becoming exercisable), it
may be exercised in accordance with - and to the extent permitted under - the
terms of the Plan and this Agreement. This option grant is subject to
performance-based vesting in accordance with any of the following rules:
(a) This option grant will vest on the 3rd anniversary of the Grant
Date if the Corporation's Total Shareholder Return for the
immediately preceding 3 full fiscal years exceeds the Weighted
Average Total Shareholder Return of all Peer Group Companies
for the same period.
(b) This option grant will vest on the 4th anniversary of the Grant
Date if the Corporation's Total Shareholder Return for the
immediately preceding 4 full fiscal years exceeds the Weighted
Average Total Shareholder Return of all Peer Group Companies
for the same period.
(c) This option grant will vest on the 5th anniversary of the Grant
Date if the Corporation's Total Shareholder Return for the
immediately preceding 5 full fiscal years exceeds the Weighted
Average Total Shareholder Return of all Peer Group Companies
for the same period.
Vesting under subsections (a), (b) and (c) shall be conditioned upon the
Committee's written certification that the performance vesting standards of this
Section 2 have been met. Vesting of this option grant under this Section 2 is
subject in all cases to the restrictions/forfeiture rules in Sections 4 and 5.
Subject to those rules, if this option grant vests pursuant to this Section 2,
it may be exercised at any time on or after the Vesting Date and on or prior to
August 4, 2002, provided that if the Optionee's employment with the Corporation
and its Subsidiaries terminates for any reason other than Cause after the
Vesting Date of this option grant and before it has expired, the option grant
may be exercised only during the 90-day period following the Optionee's date of
termination or, if shorter, during the remaining period before this option grant
expires in accordance with this Agreement. If a Participant's employment with
the Corporation and its Subsidiaries terminates for any reason prior to the
Vesting Date of this option grant, this option grant will terminate as of the
Participant's termination date, and the Participant will have no further rights
hereunder.
3. DEFINITIONS OF RETIREMENT AND DISABILITY. For purposes of this
Option Agreement:
(a) "Retirement" means termination of employment with the
Corporation and its Subsidiaries after attaining age 65 or age
55 and 10 years of service for vesting purposes under the
Georgia-Pacific Corporation Savings and Capital Growth Plan
(other than a termination for Cause); and
(b) "Disability" means "total disability" as defined under the
Georgia-Pacific Corporation Salaried Long-Term Disability Plan
(whether or not the Optionee actually participates in that
plan), as determined by the Plan Administrator in its sole
discretion.
4. RESTRICTIONS/FORFEITURE RULES. This option grant will be
subject to the following restrictions and forfeiture rules:
(a) If the Optionee's employment with the Corporation and its
Subsidiaries is terminated for any reason prior to the Vesting
Date for this option grant (or any portion thereof), the
Optionee shall forfeit all rights with respect to this option
grant, and this Agreement shall be null, void and of no effect
as of the date his/her employment terminates.
(b) This option grant shall be nontransferable and may not be sold,
hypothecated or otherwise assigned or conveyed by the Optionee
to any party; provided that in the event of the incapacity (as
determined by the Plan Administrator) or death of the Optionee,
his/her attorney-in-fact pursuant to a valid power of attorney
giving general or specific authority to make elections with
respect to this option grant, his/her court-appointed guardian
or the custodian of his/her affairs or the executor or
administrator of his/her estate (as the case may be) may
exercise any rights with respect to this option grant that the
Participant could have exercised if he/she were still alive or
not incapacitated. no assignment or transfer of this option or
the rights represented thereby, whether voluntary, involuntary,
or by operation of law or otherwise, except by will or the laws
of descent and distribution, shall vest in the assignee or
transferee any interest or right herein whatsoever, and
immediately upon any attempt to assign or transfer this option,
this option shall terminate and be of no force or effect.
Notwithstanding anything in this subsection (b) to the
contrary, an Optionee may designate a person or persons to
receive, in the event of his death, any rights to which he
would be entitled under this Option Agreement. Such a
designation shall be made in writing, and filed with the
Corporation's Treasurer's Department. A beneficiary
designation may be changed or revoked by an Optionee at any
time by filing a written statement of such change or revocation
with the Corporation's Treasurer's Department. No beneficiary
designation or change of beneficiary designation will be
effective until actually received by the Corporation's
Treasurer's Department. If an Optionee fails to designate a
beneficiary (or the beneficiary predeceases the Optionee), this
subsection (b) will apply without regard to the provisions
relating to the designation of a beneficiary.
(c) The Optionee shall not be deemed to be a shareholder of the
Corporation - and shall have no rights as a stockholder - with
respect to the shares covered by this option grant until the
date (i) such shares have been issued or transferred to him/her
and (ii) payment in full for such shares has been received by
the Corporation as provided in this Agreement. No adjustment
- 5 -
shall be made for dividends or other rights for which the
record date is prior to the date of such issuance or transfer.
(d) To the extent that this option grant is vested, but not
exercised during the period provided for its exercise under
this Agreement, the Participant shall forfeit all rights with
respect to this option grant and this Agreement shall expire as
of the close of the last day of the prescribed exercise period.
5. TERMINATION FOR CAUSE. Notwithstanding anything in this Option
Agreement to the contrary, if the Optionee is terminated for Cause, this option
grant shall terminate as of such date of termination regardless whether a
Vesting Date has occurred on or prior to his/her date of termination unless and
to the extent that the Committee determines (after taking into account the
provisions of Section 16) that such forfeiture in a given case would violate
applicable law.
6. EXERCISE OF OPTION. The option hereby granted shall be exercised
by the delivery to the Treasurer of the Corporation or his delegate, from time
to time, of written notice, signed by the Optionee, specifying the number of
shares the Optionee then desires to purchase, together with cash, certified
check, bank draft or postal or express money order to the order of the
Corporation for an amount in United States dollars equal to the sum of: (a) the
option price of such shares and (b) an amount sufficient to pay all state and
federal withholding taxes (including, without limitation, FICA) with respect to
the exercise (the total of (a) and (b) shall be referred to as the `Exercise
Amount'). In the alternative, the Optionee may tender payment for the option
shares in the form of shares of Stock having a Fair Market Value on the date of
exercise equal to the Exercise Amount or a combination of (i) shares of Stock
and (ii) cash, certified check, bank draft or postal or express money order to
the order of the Corporation in an amount in United States dollars equal to the
difference between the Exercise Amount and the Fair Market Value of the tendered
shares of Stock on the date of exercise. If the written notice of exercise is
mailed, the date of its receipt by the Treasurer of the Corporation or his
delegate shall be considered the date of exercise of the option by the Optionee.
An exercise of stock options granted under this Agreement will generate
compensation subject to federal and state tax withholding (including, without
limitation, FICA withholding) in the calendar year of each exercise, and all
such withholding taxes shall be the responsibility of the Optionee. The
Committee may also authorize alternative procedures for exercising options under
this Agreement. Within thirty (30) business days after any such exercise of the
option in whole or in part by the Optionee, the Corporation shall deliver to the
Optionee a certificate or certificates representing the aggregate number of
shares with respect to which such option shall be so exercised, registered in
the Optionee's name. The Optionee shall not have the right, in lieu of the
exercise of the option, to surrender the option granted hereby, or any portion
thereof, in order to receive shares covered by this option grant.
7. DATE OF TERMINATION. Except to the extent otherwise provided in
subsections (a) through (c) of this Section 7, for purposes of this Agreement,
the Optionee's date of termination shall be deemed to be his/her last day
worked:
(a) The Optionee's employment by the Corporation shall be deemed to
continue during such periods as he/she is employed by a
Subsidiary. If the Optionee shall be transferred from the
Corporation to a Subsidiary or from a Subsidiary to the
Corporation or from a Subsidiary to another Subsidiary, his/her
employment shall not be deemed to be terminated by reason of such
transfer. If, while the Optionee is employed by a Subsidiary,
such Subsidiary shall cease to be a Subsidiary and the Optionee
is not thereupon transferred to and employed by the Corporation
or another Subsidiary, the date that the Optionee's employer
ceases to be a Subsidiary shall be deemed to be a termination of
employment.
(b) The Optionee's date of termination on account of total disability
(as defined in Section 3) shall be the last day of his/her salary
continuation period under the Corporation's policy providing for
salary continuation for salaried employees who are medically
unable to work because of illness or injury or, if later, the
date any personal leave of absence he/she may be granted under
the policies of the Corporation immediately following such period
of salary continuation terminates in accordance with such
policies. The Optionee's date of termination on account of
retirement (as defined in Section 3) shall be his/her official
date of separation from employment with the Corporation and its
Subsidiaries as defined under the policies of the Corporation.
(c) The Plan Administrator (as hereinafter defined) shall have
absolute and uncontrolled discretion to determine whether any
authorized leave of absence or absence on military or government
service taken by the Optionee shall constitute a termination of
employment for the purposes of this Agreement.
8. NO BAR TO CORPORATE RESTRUCTURING. The existence of this option
shall not affect in any way the right or power of the Corporation or its
stockholders to make or authorize any and all adjustments, recapitalizations,
reorganizations or other changes in the Corporation's capital structure or its
business, or any merger or consolidation of the Corporation, or any issue of
bonds, debentures, preferred or preference stocks ahead of or affecting the
Stock or the rights thereof, or the dissolution or liquidation of the
Corporation, or any sale or transfer of all or part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise.
9. CAPITAL READJUSTMENTS/STOCK OPTION MODIFICATIONS. The option
grant under this Plan will be made in shares of the Stock of the Corporation
as constituted on the Grant Date for this option grant. In the event of any
merger, reorganization, consolidation, recapitalization, stock dividend, stock
split, or extraordinary distribution with respect to the Stock or other change
in corporate structure affecting the Stock, the Plan Administrator shall have
the authority to make such substitution or adjustments in the number, kind and
option price of shares subject to this option grant and/or such other
equitable substitution or adjustments as it may determine in its sole
discretion to be appropriate to ensure that all similarly situated optionees
under the Plan are treated equitably as a result of any such event; provided,
however, that the number of shares subject to any option grant shall always be
a whole number. In the event any adjustment to this option grant pursuant to
this Agreement would otherwise result in the creation of a fractional share
interest, the number of shares under this option grant shall be rounded to the
nearest whole share (with 0.5 share rounded to the next higher whole number).
10. CHANGE OF CONTROL. Notwithstanding any other provision of
this Agreement to the contrary, in the event of a Change of Control of the
Corporation (as defined in this Section 10), this option grant, if then
outstanding and not yet vested, shall vest as of the effective date of such
Change of Control if the Total Shareholder Return of the Corporation for at
least one of the 3-year, 4-year or 5-year periods ending on the effective date
of the Change of Control exceeds the Weighted Average Total Shareholder Return
of all Peer Group Companies for the same period. If this option grant vests
pursuant to this Section 10, it may be exercised at any time from and after
the effective date of the Change of Control (which shall be considered the
applicable Vesting Date) and prior to its expiration date (as specified in
Section 1). For the purposes of this Agreement, a `Change of Control'' shall
mean:
(a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the `Exchange Act'')) (a
"Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% of more of
either (i) the then outstanding shares of Stock (the
"Outstanding Stock") or (ii) the combined voting power of the
then outstanding voting securities of the Corporation entitled
to vote generally in the election of directors (the
"Outstanding Voting Securities"); provided, however, that for
purposes of this subsection (a), the following acquisitions
shall not constitute a Change of Control: (i) any acquisition
directly from the Corporation, (ii) any acquisition by the
Corporation, (iii) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Corporation
or any corporation controlled by the Corporation or (iv) any
acquisition by any corporation pursuant to a transaction which
complies with clauses (i), (ii), and (iii) of subsection (c) of
this Section 10; or
(b) Individuals who, as of the Effective Date, constitute the Board
(the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Corporation's
shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect
to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board; or
(c) Consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the
assets of the Corporation (a `Business Combination''), in each
case, unless, following such Business Combination, (i) all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Stock and
Outstanding Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly,
more than 50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the
corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result
of such transaction owns the Corporation or all or
substantially all of the Corporation's assets either directly
or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such
Business Combination, of the Outstanding Stock and Outstanding
Voting Securities, as the case may be, (ii) no Person
(excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of
the Corporation or such corporation resulting from such
Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then
outstanding voting securities of such corporation except to the
extent that such ownership existed prior to the Business
Combination and (iii) at least a majority of the members of the
board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the
time of the execution of the initial agreement, or of the
action of the Board, providing for such Business Combination;
or
(d) Approval by the shareholders of the Corporation of a complete
liquidation or dissolution of the Corporation.
11. LEGAL IMPEDIMENTS TO EXERCISE. Anything in this Agreement to the
contrary notwithstanding, if, at any time specified herein for the exercise of
this option or the delivery of shares to the Optionee, any law or regulations of
any governmental authority having jurisdiction in the matter shall require
either the Corporation or the Optionee to take any action or refrain from action
in connection therewith or to delay such exercise, then the delivery of such
shares on such exercise shall be deferred until such action shall have been
taken or such restriction on action shall have been removed.
12. AUTHORITY OF PLAN ADMINISTRATOR. As conditions precedent to the
granting of the option and all other rights provided hereunder, the Optionee and
any other person who acquires any rights hereunder agrees that any dispute or
disagreement which shall arise under, or as a result of, or pursuant to, this
Agreement may be determined by the Plan Administrator constituted under the Plan
(the "Plan Administrator") in the Plan Administrator's absolute and uncontrolled
discretion; and that any such determination or interpretation of the terms of
this Agreement or the Plan or any other determination by either such Plan
Administrator shall be final, binding and conclusive on all persons affected
thereby. The Plan Administrator shall have the authority to administer the
Plan, make all determinations with respect to the construction and application
of the Plan, the Board resolutions establishing the Plan and this Agreement,
adopt and revise rules and regulations relating to the Plan and make any other
determinations which it believes necessary or advisable for the administration
of the Plan (subject to the provisions of the Plan regarding Plan
administration). Questions regarding the options granted under this Agreement
and the administration of the Georgia-Pacific Corporation 1995 Shareholder Value
Incentive Plan may be addressed to the Treasurer's Department of the
Corporation.
13. NOT INCENTIVE STOCK OPTIONS. Anything in this Agreement to the
contrary notwithstanding, the Corporation and Optionee acknowledge and agree
that the Plan was not intended to provide for the issuance of "incentive stock
options" as defined in Section 422 of the Internal Revenue Code of 1986, as
amended, and that the options granted pursuant to this Agreement are not
"incentive stock options" as so defined.
14. CONTINUED EMPLOYMENT. This Agreement shall not be deemed to
limit or restrict the right of the Corporation or any Subsidiary to terminate
the Optionee's employment at any time, for any reason, with or without cause, or
to limit or restrict the right of the Optionee to terminate his employment with
the Corporation or any Subsidiary at any time. In the event of termination of
the Optionee's employment with the Corporation and all Subsidiaries, such
employee shall be eligible to exercise only options on the number of shares that
then have vested in accordance with this Agreement (but subject to Section 5).
Optionee's services shall be subject to the direction of the Board of Directors
of the Corporation or such Subsidiary or such officer or officers as the
respective Boards may designate from time to time and shall be rendered at such
locations as the respective Boards or any such officer may determine.
15. AMENDMENT OR TERMINATION. This Agreement may be amended or
terminated prior to the expiration dates set forth herein only with the mutual
agreement and consent of the Optionee and the Corporation, and then only to the
extent permitted under the Plan.
16. GOVERNING LAW. This Agreement shall be construed and its
provisions enforced and administered in accordance with the laws of the State
of Georgia and, where applicable, federal law.
17. INTERPRETATION. This Agreement shall at all times be
interpreted so as to be consistent with the intent, purposes and specific
language of the Plan.
18. SEVERABILITY. If any provision of this Agreement should be
held illegal or invalid for any reason, such determination shall not affect
the other provisions of this Agreement, but instead the Agreement shall be
construed as if such provisions had never been included herein.
19. HEADINGS/GENDER. Headings contained in this Agreement are for
convenience only and shall in no event be construed as part of this Agreement.
Any reference to the masculine, feminine or neuter gender shall be a reference
to other genders as appropriate.
20. NOTICES. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be delivered
personally or by mail, postage prepaid, addressed as follows: (i) to the
Corporation, Georgia-Pacific Corporation, l33 Peachtree Street, N.E., Atlanta,
Georgia 30303, Attention: Treasurer, or at such other address as the
Corporation, by notice to the Optionee, may designate in writing from time to
time; (ii) to the Optionee at the address indicated in the Optionee's then
current personnel records, or at such other address as the Optionee, by notice
to the Treasurer of the Corporation at the above address, may designate in
writing from time to time. Such notices shall be deemed given upon receipt.
21. DEFINITIONS. For purposes of this Agreement, the following terms
shall be defined as follows:
(a) "Cause" for the purposes of this Agreement shall mean any of the
following: (i) the willful failure of the Optionee to perform
satisfactorily the duties consistent with his title and position
reasonably required of him by the Board or supervising management
(other than by reason of incapacity due to physical or mental
illness); (ii) the commission by the Optionee of a felony, or the
perpetration by the Optionee of a dishonest act or common law
fraud against the Corporation or any of its Subsidiaries; or
(iii) any other willful act or omission (including without
limitation the violation of any corporate policy or regulation)
which could reasonably be expected to expose the Corporation to
civil liability under the law of the applicable jurisdiction or
causes or may reasonably be expected to cause significant injury
to the financial condition or business reputation of the
Corporation or any of its Subsidiaries.
(b) "Corporation" shall mean Georgia-Pacific Corporation, a Georgia
corporation, its successors and assigns.
(c) "Committee" shall mean the Compensation Committee of the Board
of Directors of the Corporation, as constituted from time to
time, or such subcommittee of that body as the Compensation
Committee shall specify to act for the Compensation Committee
with respect to the options granted under the Plan, provided
however that any such subcommittee shall have at least two
members and shall consist entirely of `outside directors'' as
that term is defined pursuant to Section 162(m) of the Internal
Revenue Code of 1986, as amended from time to time, or any
statute which is a successor or replacement for such statute (and
applicable regulations promulgated thereunder).
(d) "Fair Market Value of the Stock" shall mean, on any date, the
mean between the high and low sales prices of a share of Stock on
that date as reported in The Wall Street Journal, New York Stock
Exchange - Composite Transactions, or as reported in any
successor quotation system adopted prospectively for this purpose
by the Committee, in its discretion. The Fair Market Value of
the Stock shall be rounded to the nearest whole cent (with 0.5
cent being rounded to the next higher whole cent).
(e) "Grant Date" shall mean the date of this Agreement.
(f) "Plan" shall mean the Georgia-Pacific Corporation 1995
Shareholder Value Incentive Plan as adopted by the Corporation's
Board of Directors effective April 1, 1995 and approved by its
shareholders on May 2, 1995.
(g) "Plan Administrator" shall mean the person or entity having
administrative authority under the Plan, as specified in Article
IV of the Plan.
(h) "Peer Group Companies" shall mean the companies included in the
Standard & Poors Paper and Forest Products Industry Index from
time to time (but excluding the Corporation).
(i) "Stock" shall mean Georgia-Pacific Corporation common stock,
eighty cents ($0.80) par value per share.
(j) "Subsidiary" shall mean any corporation (other than the
Corporation) in any unbroken chain of corporations beginning with
the Corporation if, at the time of reference, each of the
corporations other than the last corporation in the unbroken
chain owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the
other corporations in such chain.
(k) "Total Shareholder Return" shall mean, for a given period and a
given common stock, the number determined by the formula
[(SB+SD)PE - 100] , 100, where (i) `SB'' is the number of shares
of the common stock (including fractional shares) that could be
bought with an initial $100 investment at PB, or $100 , PB; (ii)
`SD'' is the total number of shares of the common stock
(including fractional shares) which could be purchased with the
dividends (or allocated portion of a per share dividend) paid on
SB shares of the common stock during the measurement period (and
any additional shares or fractional shares allocated in
accordance with this subsection (ii) with respect to dividends
paid during the measurement period but prior to the dividend in
question), determined in the case of each such dividend paid
using the closing price of the common stock on the trading date
coincident with or next preceding the date of payment of the
dividend; (iii) `PB'' is the closing price of the common stock
on the last trading day before the first day of the measurement
period; and (iv) `PE'' is the closing price of the common stock
on the last trading day of the measurement period. In
calculating the Total Shareholder Return for a given common
stock, the Plan Administrator will apply the principles of
Section 9 (except for the last sentence of that section) as if
that section applied to the common stock.
(l) "Vesting Date" shall mean the date upon which options granted
under this Agreement first become exercisable in accordance with
the provisions of Sections 2 or 10.
(m) "Weighted Average Total Shareholder Return" shall mean, for any
given measurement period, the average of the Total Shareholder
Returns for a named group of corporations with the return of each
such corporation weighted on the basis of its market
capitalization at the beginning of the measurement period.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officers, under its corporate seal, and the
Optionee has executed this Agreement, as of this day and year first above
written.
GEORGIA-PACIFIC CORPORATION
By:
-----------------------------
A. D. Correll
Chairman, Chief Executive Officer
and President
ATTEST:
W. Edwin Frazier, III, Assistant Secretary
OPTIONEE
NOTE: PLEASE COMPLETE THE ATTACHED PERSONAL DATA SHEET.
AND BENEFICIARY DESIGNATION FORM
OPTIONEE'S PERSONAL DATA
(Please Print)
Full Name
ADDRESS:
==========================================================
----------------------------------------------------------
SOCIAL SECURITY NUMBER:
---------------------------------------------
DATE OF BIRTH:
---------------------------------------------------------
Month, Day and Year
DIVISION: LOCATION:
------------------------- --------------------------
BENEFICIARY DESIGNATION FORM
(Includes Special Options)
Under the terms of the 1995 Shareholder Value Incentive Plan, you have the
right to designate a beneficiary to exercise certain rights that may arise under
those grants in the event of your death. IF YOU DO NOT DESIGNATE A BENEFICIARY
IN WRITING, THESE RIGHTS WILL PASS TO YOUR ESTATE UPON YOUR DEATH. In order to
allow you to decide affirmatively which outcome you desire and, in the event you
prefer to designate a beneficiary or beneficiaries other than your estate, to
name that beneficiary or those beneficiaries, the Company has provided this
form, which you may use to designate in writing the beneficiary(ies) you desire.
This year, since we have not asked for this designation in the past, you
will have the opportunity to select beneficiaries for each of your outstanding
SVIP grants (1995, 1996, 1997 and 1997 Special). Of course, you may revoke and
change your beneficiary designations at any time by notifying the Treasurer's
Department in writing at the address indicated below.
PLEASE TAKE TIME TO FILL OUT THIS FORM AND RETURN IT TO THE TREASURER'S
DEPARTMENT AT ONE OF THE FOLLOWING ADDRESSES:
STREET ADDRESS POST OFFICE ADDRESS INTEROFFICE MAIL
CODE
133 Peachtree P. O. Box 105605 GA030-7
Street, N. E. Atlanta, GA 30348 ATTN: SVIP
Atlanta, GA 30303 ATTN: SVIP Administrator-7th
ATTN: SVIP Administrator-7th Floor
Administrator-7th Floor
Floor
BENEFICIARY DESIGNATIONS OR MODIFICATIONS OF BENEFICIARY DESIGNATIONS SENT TO
ANY OTHER ADDRESS WILL NOT BE EFFECTIVE UNTIL ACTUALLY RECEIVED BY THE
TREASURER'S DEPARTMENT. THE COMPANY HAS NO RESPONSIBILITY FOR BENEFICIARY
DESIGNATION FORMS WHICH ARE NOT SUBMITTED AS INDICATED ABOVE.
NOTE: You may designate multiple beneficiaries, in which case those living at
the time of your death will equally share the rights accorded to a beneficiary
for the particular grant(s) in question.
I designate my estate as my beneficiary under my 1995, 1996, 1997 and 1997
Special SVIP grants.
I designate the following person(s) as my beneficiary(ies) under my 1995,
1996, 1997 and 1997 Special SVIP grants:
NAME ADDRESS RELATIONSHIP TO SOCIAL SECURITY
YOU NUMBER (IF
KNOWN)
I designate the following person(s) as my beneficiary(ies) under my
specified SVIP grant or grants:
1995 GRANT
NAME ADDRESS RELATIONSHIP TO SOCIAL SECURITY
YOU NUMBER (IF
KNOWN)
1996 GRANT
NAME ADDRESS RELATIONSHIP TO SOCIAL SECURITY
YOU NUMBER (IF
KNOWN)
1997 GRANT
NAME ADDRESS RELATIONSHIP TO SOCIAL SECURITY
YOU NUMBER (IF
KNOWN)
1997 SPECIAL GRANT
NAME ADDRESS RELATIONSHIP TO SOCIAL SECURITY
YOU NUMBER (IF
KNOWN)
If you have any questions, please call Barby Trammell in Atlanta at 404-652-
4491.
PLEASE NOTE THAT NO BENEFICIARY DESIGNATION OR MODIFICATION OF ANY BENEFICIARY
DESIGNATION IS EFFECTIVE UNTIL REDUCED TO WRITING AND RECEIVED BY THE
TREASURER'S DEPARTMENT IN ATLANTA AT THE ADDRESS GIVEN ABOVE.
Signature:
--------------------------
Printed Name:
----------------------------
Date: , 19
---------------------- -----
1997 GEORGIA-PACIFIC CORPORATION
REPLACEMENT SHAREHOLDER VALUE SPECIAL INCENTIVE STOCK OPTION
(Timber Stock)
THIS AGREEMENT, dated December 17, 1997 by and between GEORGIA-
PACIFIC CORPORATION, a Georgia corporation (hereinafter called the
"Corporation"), and (hereinafter called "Optionee");
W I T N E S S E T H:
WHEREAS, on February 3, 1997, the Optionee was granted pursuant to the
Georgia-Pacific Corporation 1995 Shareholder Value Incentive Plan (as then in
effect, the "Original Plan") the option to purchase from the Company up to,
but not exceeding in the aggregate, shares of the Company's then existing
-----
common stock ("G-P Common Stock") at a price of $74.25 per share (the
"Original Option");
WHEREAS, the shareholders of the Corporation have approved, effective
December 16, 1997, a recapitalization of the Corporation's common stock, viz.
the conversion of each share of G-P Common Stock into one share of Georgia-
Pacific Corporation--Georgia-Pacific Group Common Stock ("G-P Group Stock")
and the distribution of one share of Georgia-Pacific Corporation--Timber Group
Common Stock ("Timber Stock") with respect to each share of G-P Group Stock
(the "Letter Stock Transaction");
WHEREAS, in conjunction with the approval of the Letter Stock
Transaction, the shareholders of the Corporation also approved, effective
December 16, 1997, an amendment and restatement of the Original Plan (the
"Plan"), which upon approval of the Letter Stock Transaction provides for the
conversion the Original Option into two separate options (each independently
exercisable), one to purchase shares of G-P Group Stock and the other to
purchase shares of Timber Stock, in each case for a number of shares equal to
the number of shares specified in the Original Option;
WHEREAS, in making the options conversion contemplated in the Letter
Stock Transaction and in the Plan, the exercise price for the G-P Group Stock
option is equal to the exercise price under the Original Option (the "Original
Option Price") multiplied by a fraction, the numerator of which is the average
of the high and low price for G-P Group Stock on the first date such stock is
traded, regular way, on the New York Stock Exchange (the "G-P Group Stock
Price") and the denominator of which is the sum of the G-P Group Stock Price
and the average of the high and low price for Timber Stock on the first date
such stock is traded, regular way, on the New York Stock Exchange (the "Timber
Stock Price"), and the exercise price for the Timber Stock option is equal to
the exercise price under the Original Option Price multiplied by a fraction, the
numerator of which is the Timber Stock Price and the denominator of which is the
sum of the G-P Group Stock Price and the Timber Stock Price; and
WHEREAS, the G-P Group Stock options and the Timber Stock options
issued as replacements for the Original Option are to be deemed to be
continuations of the Original Option;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto do hereby mutually agree as follows:
1. OPTION GRANT. Subject to the terms and conditions set forth
herein, the Corporation hereby grants to the Optionee during the period
commencing on the date hereof and ending on August 4, 2002, the option to
purchase from the Corporation, from time to time, as hereinafter more
specifically stated, at a price of $21.41 per share, up to but not exceeding in
the aggregate, shares of the Timber Stock (or such portion of such
--------
shares as may be vested and exercisable), which option may be exercised, in
whole or in part, from time to time, commencing on the applicable Vesting Date
as determined in accordance with Section 2 or 3 (but only as to the portion then
becoming exercisable) and for the exercise period beginning on such Vesting Date
and continuing to the end of the applicable exercise period specified in this
Agreement..
2. NORMAL VESTING. This option grant (or any portion thereof) may
in no event be exercised prior to its Vesting Date, but on and after its
Vesting Date (to the extent of the number option shares then becoming
exercisable), it may be exercised in accordance with - and to the extent
permitted under - the terms of the Plan and this Agreement. This option grant
is subject to accelerated performance-based vesting in accordance with any of
the following rules:
(a) This option grant will vest on the 3rd anniversary of the Grant
Date if the Corporation's Total Shareholder Return for the
immediately preceding 3 full fiscal years exceeds the Weighted
Average Total Shareholder Return of all Peer Group Companies
for the same period.
(b) This option grant will vest on the 4th anniversary of the Grant
Date if the Corporation's Total Shareholder Return for the
immediately preceding 4 full fiscal years exceeds the Weighted
Average Total Shareholder Return of all Peer Group Companies
for the same period.
(c) This option grant will vest on the 5th anniversary of the Grant
Date if the Corporation's Total Shareholder Return for the
immediately preceding 5 full fiscal years exceeds the Weighted
Average Total Shareholder Return of all Peer Group Companies
for the same period.
Vesting under subsections (a), (b) and (c) shall be conditioned upon the
Committee's written certification that the performance vesting standards of this
Section 2 have been met. Vesting of this option grant under this Section 2 is
subject in all cases to the restrictions/forfeiture rules in Sections 4 and 5.
Subject to those rules, if this option grant vests pursuant to this Section 2,
it may be exercised at any time on or after the Vesting Date and on or prior to
August 4, 2002, provided that if the Optionee's employment with the Corporation
and its Subsidiaries terminates for any reason other than Cause after the
Vesting Date of this option grant and before it has expired, the option grant
may be exercised only during the 90-day period following the Optionee's date of
termination or, if shorter, during the remaining period before this option grant
expires in accordance with this Agreement. If a Participant's employment with
the Corporation and its Subsidiaries terminates for any reason prior to the
Vesting Date of this option grant, this option grant will terminate as of the
Participant's termination date, and the Participant will have no further rights
hereunder.
3. DEFINITIONS OF RETIREMENT AND DISABILITY. For purposes of this
Option Agreement:
(a) "Retirement" means termination of employment with the
Corporation and its Subsidiaries after attaining age 65 or age
55 and 10 years of service for vesting purposes under the
Georgia-Pacific Corporation Savings and Capital Growth Plan
(other than a termination for Cause); and
(b) "Disability" means "total disability" as defined under the
Georgia-Pacific Corporation Salaried Long-Term Disability Plan
(whether or not the Optionee actually participates in that
plan), as determined by the Plan Administrator in its sole
discretion.
4. RESTRICTIONS/FORFEITURE RULES. This option grant will be
subject to the following restrictions and forfeiture rules:
(a) Subject to Section 3, if the Optionee's employment with the
Corporation and its Subsidiaries is terminated for any reason
prior to the Vesting Date for this option grant (or any portion
thereof), the Optionee shall forfeit all rights with respect to
this option grant, and this Agreement shall be null, void and
of no effect as of the date his/her employment terminates.
(b) This option grant shall be nontransferable and may not be sold,
hypothecated or otherwise assigned or conveyed by the Optionee
to any party; provided that in the event of the incapacity (as
determined by the Plan Administrator) or death of the Optionee,
his/her attorney-in-fact pursuant to a valid power of attorney
giving general or specific authority to make elections with
respect to this option grant, his/her court-appointed guardian
or the custodian of his/her affairs or the executor or
administrator of his/her estate (as the case may be) may
exercise any rights with respect to this option grant that the
Participant could have exercised if he/she were still alive or
not incapacitated. No assignment or transfer of this option or
the rights represented thereby, whether voluntary, involuntary,
or by operation of law or otherwise, except by will or the laws
of descent and distribution, shall vest in the assignee or
transferee any interest or right herein whatsoever, and
immediately upon any attempt to assign or transfer this option,
this option shall terminate and be of no force or effect.
Notwithstanding anything in this subsection (b) to the
contrary, an Optionee may designate a person or persons to
receive, in the event of his death, any rights to which he
would be entitled under this Option Agreement. Such a
designation shall be made in writing, and filed with the
Corporation's Treasurer's Department. A beneficiary
designation may be changed or revoked by an Optionee at any
time by filing a written statement of such change or revocation
with the Corporation's Treasurer's Department. No beneficiary
designation or change of beneficiary designation will be
effective until actually received by the Corporation's
Treasurer's Department. If an Optionee fails to designate a
beneficiary (or the beneficiary predeceases the Optionee), this
subsection (b) will apply without regard to the provisions
relating to the designation of a beneficiary.
(c) The Optionee shall not be deemed to be a shareholder of the
Corporation - and shall have no rights as a stockholder - with
respect to the shares covered by this option grant until the
date (i) such shares have been issued or transferred to him/her
and (ii) payment in full for such shares has been received by
the Corporation as provided in this Agreement. No adjustment
shall be made for dividends or other rights for which the
record date is prior to the date of such issuance or transfer.
(d) To the extent that this option grant is vested, but not
exercised during the period provided for its exercise under
this Agreement, the Participant shall forfeit all rights with
respect to this option grant and this Agreement shall expire as
of the close of the last day of the prescribed exercise period.
5. TERMINATION FOR CAUSE. Notwithstanding anything in this Option
Agreement to the contrary, if the Optionee is terminated for Cause, this option
grant shall terminate as of such date of termination regardless whether a
Vesting Date has occurred on or prior to his/her date of termination unless and
to the extent that the Committee determines (after taking into account the
provisions of Section 16) that such forfeiture in a given case would violate
applicable law.
6. EXERCISE OF OPTION. The option hereby granted shall be exercised
by the delivery to the Treasurer of the Corporation or his delegate, from time
to time, of written notice, signed by the Optionee, specifying the number of
shares the Optionee then desires to purchase, together with cash, certified
check, bank draft or postal or express money order to the order of the
Corporation for an amount in United States dollars equal to the sum of: (a) the
option price of such shares and (b) an amount sufficient to pay all state and
federal withholding taxes (including, without limitation, FICA) with respect to
the exercise (the total of (a) and (b) shall be referred to as the `Exercise
Amount'). In the alternative, the Optionee may tender payment for the option
shares in the form of shares of Timber Stock having a Fair Market Value on the
date of exercise equal to the Exercise Amount or a combination of (i) shares of
Timber Stock and (ii) cash, certified check, bank draft or postal or express
money order to the order of the Corporation in an amount in United States
dollars equal to the difference between the Exercise Amount and the Fair Market
Value of the tendered shares of Timber Stock on the date of exercise. If the
written notice of exercise is mailed, the date of its receipt by the Treasurer
of the Corporation or his delegate shall be considered the date of exercise of
the option by the Optionee. An exercise of stock options granted under this
Agreement will generate compensation subject to federal and state tax
withholding (including, without limitation, FICA withholding) in the calendar
year of each exercise, and all such withholding taxes shall be the
responsibility of the Optionee. The Committee may also authorize alternative
procedures for exercising options under this Agreement. Within thirty (30)
business days after any such exercise of the option in whole or in part by the
Optionee, the Corporation shall deliver to the Optionee a certificate or
certificates representing the aggregate number of shares with respect to which
such option shall be so exercised, registered in the Optionee's name. The
Optionee shall not have the right, in lieu of the exercise of the option, to
surrender the option granted hereby, or any portion thereof, in order to receive
shares covered by this option grant.
7. DATE OF TERMINATION. Except to the extent otherwise provided in
subsections (a) through (c) of this Section 7, for purposes of this Agreement,
the Optionee's date of termination shall be deemed to be his/her last day
worked:
(a) The Optionee's employment by the Corporation shall be deemed to
continue during such periods as he/she is employed by a
Subsidiary. If the Optionee shall be transferred from the
Corporation to a Subsidiary or from a Subsidiary to the
Corporation or from a Subsidiary to another Subsidiary, his/her
employment shall not be deemed to be terminated by reason of such
transfer. If, while the Optionee is employed by a Subsidiary,
such Subsidiary shall cease to be a Subsidiary and the Optionee
is not thereupon transferred to and employed by the Corporation
or another Subsidiary, the date that the Optionee's employer
ceases to be a Subsidiary shall be deemed to be a termination of
employment.
(b) The Optionee's date of termination on account of total disability
shall be the last day of his/her salary continuation period under
the Corporation's policy providing for salary continuation for
salaried employees who are medically unable to work because of
illness or injury or, if later, the date any personal leave of
absence he/she may be granted under the policies of the
Corporation immediately following such period of salary
continuation terminates in accordance with such policies.
(c) The Plan Administrator (as hereinafter defined) shall have
absolute and uncontrolled discretion to determine whether any
authorized leave of absence or absence on military or government
service taken by the Optionee shall constitute a termination of
employment for the purposes of this Agreement.
8. NO BAR TO CORPORATE RESTRUCTURING. The existence of this option
shall not affect in any way the right or power of the Corporation or its
stockholders to make or authorize any and all adjustments, recapitalizations,
reorganizations or other changes in the Corporation's capital structure or its
business, or any merger or consolidation of the Corporation, or any issue of
bonds, debentures, preferred or preference stocks ahead of or affecting Timber
Stock or the rights thereof, or the dissolution or liquidation of the
Corporation, or any sale or transfer of all or part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise.
9. CAPITAL READJUSTMENTS/STOCK OPTION MODIFICATIONS. The option
grant under this Plan will be made in Timber Stock as constituted on the Grant
Date for this option grant. In the event of any merger, reorganization,
consolidation, recapitalization, stock dividend, stock split, or extraordinary
distribution with respect to Timber Stock or other change in corporate
structure affecting Timber Stock, the Plan Administrator shall have the
authority to make such substitution or adjustments in the number, kind and
option price of shares subject to this option grant and/or such other
equitable substitution or adjustments as it may determine in its sole
discretion to be appropriate to ensure that all similarly situated optionees
under the Plan are treated equitably as a result of any such event; provided,
however, that the number of shares subject to any option grant shall always be
a whole number. In the event any adjustment to this option grant pursuant to
this Agreement would otherwise result in the creation of a fractional share
interest, the number of shares under this option grant shall be rounded to the
nearest whole share (with 0.5 share rounded to the next higher whole number).
10. CHANGE OF CONTROL. Notwithstanding any other provision of
this Agreement to the contrary, in the event of a Change of Control of the
Corporation (as defined in this Section 10), this option grant, if then
outstanding and not yet vested, shall vest as of the effective date of such
Change of Control if the Total Shareholder Return of the Corporation for at
least one of the 3-year, 4-year or 5-year periods ending on the effective date
of the Change of Control exceeds the Weighted Average Total Shareholder Return
of all Peer Group Companies for the same period. If this option grant vests
pursuant to this Section 10, it may be exercised at any time from and after
the effective date of the Change of Control (which shall be considered the
applicable Vesting Date) and prior to the 10th anniversary of its Grant Date.
For the purposes of this Agreement, a "Change of Control" shall mean:
(a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a
"Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of the
combined voting power of the then outstanding voting securities
of the Corporation entitled to vote generally in the election
of directors (the "Outstanding Voting Securities"); provided,
however, that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change of
Control: (i) any acquisition by a Person who on the effective
date of the Original Plan was the beneficial owner of 20% or
more of the Outstanding Voting Securities; (ii) any acquisition
directly from the Corporation, including without limitation a
public offering of securities; (iii) any acquisition by the
Corporation, (iv) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Corporation
or any of its Subsidiaries or (v) any acquisition by any
corporation pursuant to a transaction which complies with
clauses (i), (ii), and (iii) of subsection (c) of this Section
10; or
(b) Individuals who, as of the effective date of the Original Plan,
constitute the Board (the `Incumbent Board'') cease for any
reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director
subsequent to the effective date of the Original Plan whose
election, or nomination for election by the Corporation's
shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect
to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board or actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board; or
(c) Consummation of a reorganization, merger or consolidation to
which the Corporation is a party or sale or other disposition
of all or substantially all of the assets of the Corporation (a
"Business Combination"), in each case, unless, following such
Business Combination, (i) all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Stock and Outstanding Voting
Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the
combined voting power of the then outstanding voting
securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting
from such Business Combination (including, without limitation,
a corporation which as a result of such transaction owns the
Corporation or all or substantially all of the Corporation's
assets either directly or through one or more subsidiaries)
(the "Successor Entity") in substantially the same proportions
as their ownership, immediately prior to such Business
Combination, of Outstanding Voting Securities and (ii) no
Person (excluding any Successor Entity or any employee benefit
plan, or related trust, of the Corporation or such Successor
Entity) beneficially owns, directly or indirectly, 20% or more
of, respectively, the combined voting power of the then
outstanding voting securities of the Successor Entity, except
to the extent that such ownership existed prior to the Business
Combination and (iii) at least a majority of the members of the
board of directors of the Successor Entity were members of the
Incumbent Board (including persons deemed to be members of the
Incumbent Board by reason of the proviso to subsection (c) of
this Section 10) at the time of the execution of the initial
agreement, or of the action of the Board, providing for such
Business Combination; or
(d) Approval by the shareholders of the Corporation of a complete
liquidation or dissolution of the Corporation.
11. LEGAL IMPEDIMENTS TO EXERCISE. Anything in this Agreement to the
contrary notwithstanding, if, at any time specified herein for the exercise of
this option or the delivery of shares to the Optionee, any law or regulations of
any governmental authority having jurisdiction in the matter shall require
either the Corporation or the Optionee to take any action or refrain from action
in connection therewith or to delay such exercise, then the delivery of such
shares on such exercise shall be deferred until such action shall have been
taken or such restriction on action shall have been removed.
12. AUTHORITY OF PLAN ADMINISTRATOR. As conditions precedent to the
granting of the option and all other rights provided hereunder, the Optionee and
any other person who acquires any rights hereunder agrees that any dispute or
disagreement which shall arise under, or as a result of, or pursuant to, this
Agreement may be determined by the Plan Administrator constituted under the Plan
(the "Plan Administrator") in the Plan Administrator's absolute and uncontrolled
discretion; and that any such determination or interpretation of the terms of
this Agreement or the Plan or any other determination by either such Plan
Administrator shall be final, binding and conclusive on all persons affected
thereby. The Plan Administrator shall have the authority to administer the
Plan, make all determinations with respect to the construction and application
of the Plan, the Board resolutions establishing the Plan and this Agreement,
adopt and revise rules and regulations relating to the Plan and make any other
determinations which it believes necessary or advisable for the administration
of the Plan (subject to the provisions of the Plan regarding Plan
administration). Questions regarding the options granted under this Agreement
and the administration of the Plan may be addressed to the Treasurer's
Department of the Corporation.
13. NOT INCENTIVE STOCK OPTIONS. Anything in this Agreement to the
contrary notwithstanding, the Corporation and Optionee acknowledge and agree
that the Plan was not intended to provide for the issuance of "incentive stock
options" as defined in Section 422 of the Internal Revenue Code of 1986, as
amended, and that the options granted pursuant to this Agreement are not
"incentive stock options" as so defined.
14. CONTINUED EMPLOYMENT. This Agreement shall not be deemed to
limit or restrict the right of the Corporation or any Subsidiary to terminate
the Optionee's employment at any time, for any reason, with or without cause, or
to limit or restrict the right of the Optionee to terminate his employment with
the Corporation or any Subsidiary at any time. In the event of termination of
the Optionee's employment with the Corporation and all Subsidiaries, such
employee shall be eligible to exercise only options on the number of shares that
then or thereafter become available for purchase pursuant to Section 3 hereof
(but subject to Section 5). Optionee's services shall be subject to the
direction of the Board of Directors of the Corporation or such Subsidiary or
such officer or officers as the respective Boards may designate from time to
time and shall be rendered at such locations as the respective Boards or any
such officer may determine.
15. AMENDMENT OR TERMINATION. This Agreement may be amended or
terminated prior to the expiration dates set forth herein only with the mutual
agreement and consent of the Optionee and the Corporation, and then only to the
extent permitted under the Plan.
16. GOVERNING LAW. This Agreement shall be construed and its
provisions enforced and administered in accordance with the laws of the State
of Georgia and, where applicable, federal law.
17. INTERPRETATION. This Agreement shall at all times be
interpreted so as to be consistent with the intent, purposes and specific
language of the Plan.
18. SEVERABILITY. If any provision of this Agreement should be
held illegal or invalid for any reason, such determination shall not affect
the other provisions of this Agreement, but instead the Agreement shall be
construed as if such provisions had never been included herein.
19. HEADINGS/GENDER. Headings contained in this Agreement are for
convenience only and shall in no event be construed as part of this Agreement.
Any reference to the masculine, feminine or neuter gender shall be a reference
to other genders as appropriate.
20. NOTICES. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be delivered
personally or by mail, postage prepaid, addressed as follows: (i) to the
Corporation, Georgia-Pacific Corporation, l33 Peachtree Street, N.E., Atlanta,
Georgia 30303, Attention: Vice President and Treasurer, or at such other address
as the Corporation, by notice to the Optionee, may designate in writing from
time to time; (ii) to the Optionee at the address indicated in the Optionee's
then current personnel records, or at such other address as the Optionee, by
notice to the Treasurer of the Corporation at the above address, may designate
in writing from time to time. Such notices shall be deemed given upon receipt.
21. DEFINITIONS. For purposes of this Agreement, the following terms
shall be defined as follows (certain other definitions are found in the premises
to this Option Agreement):
(a) "Cause" for the purposes of this Agreement shall mean any of the
following: (i) the willful failure of the Optionee to perform
satisfactorily the duties consistent with his title and position
reasonably required of him by the Board or supervising management
(other than by reason of incapacity due to physical or mental
illness); (ii) the commission by the Optionee of a felony, or the
perpetration by the Optionee of a dishonest act or common law
fraud against the Corporation or any of its Subsidiaries; or
(iii) any other willful act or omission (including without
limitation the violation of any corporate policy or regulation)
which could reasonably be expected to expose the Corporation to
civil liability under the law of the applicable jurisdiction or
causes or may reasonably be expected to cause significant injury
to the financial condition or business reputation of the
Corporation or any of its Subsidiaries.
(b) "Corporation" shall mean Georgia-Pacific Corporation, a Georgia
corporation, its successors and assigns.
(c) "Committee" shall mean the Compensation Committee of the Board
of Directors of the Corporation, as constituted from time to
time, or such subcommittee of that body as the Compensation
Committee shall specify to act for the Compensation Committee
with respect to the options granted under the Plan, provided
however that any such subcommittee shall have at least two
members and shall consist entirely of "outside directors" as
that term is defined pursuant to Section 162(m) of the Internal
Revenue Code of 1986, as amended from time to time, or any
statute which is a successor or replacement for such statute (and
applicable regulations promulgated thereunder).
(d) "`Fair Market Value of the Stock" shall mean, on any date, the
mean between the high and low sales prices of a share of Timber
Stock on that date as reported in The Wall Street Journal, New
York Stock Exchange - Composite Transactions, or as reported in
any successor quotation system adopted prospectively for this
purpose by the Committee, in its discretion. The Fair Market
Value of the Stock shall be rounded to the nearest whole cent
(with 0.5 cent being rounded to the next higher whole cent).
(e) "Grant Date" shall mean the date upon which the Original Option
was granted under the Original Plan.
(f) "Original Plan" shall mean the Georgia-Pacific Corporation 1995
Shareholder Value Incentive Plan as adopted by the Corporation's
Board of Directors effective April 1, 1995 and approved by its
shareholders on May 2, 1995 (as in effect at the time the
Original Option was granted).
(g) "Plan" shall mean the amendment and restatement of the Original
Plan as adopted by the Corporation's Board of Directors on
September 17, 1997, and approved by its shareholders on December
16, 1997 (as amended from time to time thereafter).
(g) "Plan Administrator" shall mean the person or entity having
administrative authority under the Plan, as specified in Article
IV of the Plan.
(h) "Peer Group Companies" shall mean the companies included in the
Standard & Poors Paper and Forest Products Industry Index from
time to time (but excluding the Corporation).
(j) "Subsidiary" shall mean any corporation (other than the
Corporation) in any unbroken chain of corporations beginning with
the Corporation if, at the time of reference, each of the
corporations other than the last corporation in the unbroken
chain owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the
other corporations in such chain.
(k) "Total Shareholder Return" shall mean, for a given period and a
given common stock, the number determined by the formula
[(SB+SD)PE - 100] , 100, where (i) `SB'' is the number of shares
of the common stock (including fractional shares) that could be
bought with an initial $100 investment at PB, or $100 , PB; (ii)
`SD'' is the total number of shares of the common stock
(including fractional shares) which could be purchased with the
dividends (or allocated portion of a per share dividend) paid on
SB shares of the common stock during the measurement period (and
any additional shares or fractional shares allocated in
accordance with this subsection (ii) with respect to dividends
paid during the measurement period but prior to the dividend in
question), determined in the case of each such dividend paid
using the closing price of the common stock on the trading date
coincident with or next preceding the date of payment of the
dividend; (iii) `PB'' is the closing price of the common stock
on the last trading day before the first day of the measurement
period; and (iv) `PE'' is the closing price of the common stock
on the last trading day of the measurement period; provided,
however, that in determining Total Shareholder Return of G-P
Common Stock for any period ending after December 16, 1997, the
following adjustments shall be made: (i) the sum of SB and SD
shall be calculated through the December 16, 1997 using G-P
Common Stock; (ii) effective December 17, 1997, each share of G-P
Common Stock determined in (i) above shall automatically be
converted to one share of G-P Group Stock and one share of Timber
Stock; (iii) from and after the December 17, 1997, the sum of SB
and SD will be calculated separately with respect to each class
of the Corporation's common stock, and additions to SD for each
such class of common stock will be based on the dividends
declared on that class of common stock and the stock price for
that class of common stock on the appropriate date; (iv) at the
end of a measurement period, the Total Shareholder Return for the
Corporation's common stock used for purposes of comparison with
Total Shareholder Return of the common stock of Peer Group
Companies will be based on the sum of (A) the product of the
number of shares of G-P Group Stock (SB + SD) accrued through the
close of the measurement period in accordance with (ii) and (iii)
above and PE determined for this class of common stock and (B) a
corresponding product with respect to the number of shares of
Timber Stock. In calculating the Total Shareholder Return for a
given common stock, the Plan Administrator will apply the
principles of Section 9 (except for the last sentence of that
section) as if that section applied to the common stock.
(l) "Vesting Date" shall mean the date upon which options granted
under this Agreement first become exercisable in accordance with
the provisions of Sections 2, 3 or 10.
(m) "Weighted Average Total Shareholder Return shall mean, for any
given measurement period, the average of the Total Shareholder
Returns for a named group of corporations with the return of each
such corporation weighted on the basis of its market
capitalization at the beginning of the measurement period.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officers, under its corporate seal, and the
Optionee has executed
this Agreement, as of this day and year first above written.
GEORGIA-PACIFIC CORPORATION
By:
---------------------
A. D. Correll
Chairman, Chief
Executive Officer,
and President
ATTEST:
W. Edwin Frazier, III, Assistant Secretary
OPTIONEE
NOTE: PLEASE COMPLETE THE ATTACHED PERSONAL DATA SHEET.
OPTIONEE'S PERSONAL DATA
(Please Print)
Full Name
ADDRESS:
==========================================================
----------------------------------------------------------
SOCIAL SECURITY NUMBER:
---------------------------------------------
DATE OF BIRTH:
---------------------------------------------------------
Month, Day and Year
DIVISION:
-------------------------
LOCATION:
--------------------------
PLEASE NOTE THAT YOUR BENEFICIARY(IES) FOR PURPOSES OF THIS REPLACEMENT OPTION
WILL BE THE SAME AS THOSE YOU SELECTED FOR THE ORIGINAL OPTION UNLESS YOU NOTIFY
THE TREASURER'S DEPARTMENT.
GEORGIA-PACIFIC CORPORATION/TIMBER GROUP
1997 LONG-TERM INCENTIVE PLAN
EMPLOYEE STOCK OPTION
THIS AGREEMENT, dated December 17, 1997 by and between GEORGIA-
PACIFIC CORPORATION, a Georgia corporation (hereinafter called the
"Corporation"), and (hereinafter called "Optionee");
W I T N E S S E T H:
WHEREAS, the Optionee is now employed by the Corporation or a
Subsidiary in a key capacity and the Corporation desires to have him/her remain
in the employment of the Corporation or a Subsidiary and to afford him/her the
opportunity to acquire or enlarge his/her stock ownership in the Corporation by
granting him/her options to purchase from the Corporation up to, but not
exceeding in the aggregate, shares of the Corporation's Timber Stock,
the exercise of which is subject to vesting and other terms and conditions as
hereinafter more specifically provided, so that he/she may have a direct
proprietary interest in the success of the Corporation and, in particular, of
its business segment known as "The Timber Company"; and
WHEREAS, the options described in this Agreement have been granted
pursuant to, and are governed by, the Georgia-Pacific Corporation/Timber Group
1997 Long-Term Incentive Plan adopted by the Corporation's Board of Directors on
September 17, 1997 and approved by the shareholders of the Corporation on
December 16, 1997 (the "Plan");
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the parties hereto do hereby mutually agree as
follows:
1. OPTION GRANT. Subject to the terms and conditions set forth
herein, the Corporation hereby grants to the Optionee during the period
commencing on the date hereof (the "Grant Date") and ending on December 16,
2007, the option to purchase from the Corporation, from time to time, as
hereinafter more specifically stated, at a price of $25.13 per share, up to but
not exceeding in the aggregate, the number of shares of the Corporation's Timber
Stock as set forth in the introduction of this Agreement (or such portion of
such shares as may be vested and exercisable), which option may be exercised, in
whole or in part, from time to time, commencing on the applicable Vesting Date
as determined in accordance with Section 2 (but only as to the portion then
becoming exercisable) and for the exercise period beginning on such Vesting Date
and continuing to the end of the applicable exercise period specified in this
Agreement. Notwithstanding anything to the contrary in this Agreement (but
subject to the exercise limitations specified 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 Corporation or a Subsidiary or (ii) the
Vesting Date for all or any portion of this option grant (but only as to the
portion then becoming exercisable). 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 Corporation or a Subsidiary thereafter,
the options described in this Agreement shall be immediately effective (subject
to the exercise limitations provided in Section 2) and may become exercisable
and may be exercised during a subsequent leave of absence or absence for
military or government service.
2. VESTING. This option grant shall vest in accordance with the
following schedule:
VESTING DATE PERCENTAGE OF
ORIGINALLY
GRANTED SHARES
VESTING1
December 17, 1998 25%
December 17, 1999 25%
December 17, 2000 25%
December 17, 2001 25%
Note 1: The actual number of shares vesting on any Vesting
Date will be determined by multiplying the original grant
under this Option Agreement by 0.25 and by rounding the
result up to the nearest whole share, provided that the
total shares vesting under this Agreement may not exceed the
number originally granted.
Vesting of this option grant under this Section 2 is subject in all cases to the
restrictions/forfeiture rules in Sections 4 and 5. Subject to those rules and
the provisions of Section 3, if this option grant vests pursuant to this Section
2, it may be exercised at any time on or after the Vesting Date and prior to the
10th anniversary of the Grant Date.
3. TERMINATION OF EMPLOYMENT. 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 Corporation
and all Subsidiaries (other than as a result of his death or
permanent disability while in the Corporation'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
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 Corporation.
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
Corporation. 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.
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 Cause) termination of employment with
the Corporation 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 Corporation'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.
4. RESTRICTIONS/FORFEITURE RULES. This option grant will be
subject to the following restrictions and forfeiture rules:
(a) Subject to Section 3, if the Optionee's employment with the
Corporation and its Subsidiaries is terminated for any reason
prior to the Vesting Date for this option grant (or any portion
thereof), the Optionee shall forfeit all rights with respect to
this option grant, and this Agreement shall be null, void and
of no effect as of the date his/her employment terminates.
(b) This option grant shall be nontransferable and may not be sold,
hypothecated or otherwise assigned or conveyed by the Optionee
to any party; provided that in the event of the incapacity (as
determined by the Plan Administrator) or death of the Optionee,
his/her attorney-in-fact pursuant to a valid power of attorney
giving general or specific authority to make elections with
respect to this option grant, his/her court-appointed guardian
or the custodian of his/her affairs or the executor or
administrator of his/her estate (as the case may be) may
exercise any rights with respect to this option grant that the
Participant could have exercised if he/she were still alive or
not incapacitated. No assignment or transfer of this option or
the rights represented thereby, whether voluntary, involuntary,
or by operation of law or otherwise, except by will or the laws
of descent and distribution, shall vest in the assignee or
transferee any interest or right herein whatsoever, and
immediately upon any attempt to assign or transfer this option,
this option shall terminate and be of no force or effect.
Notwithstanding anything in this subsection (b) to the
contrary, an Optionee may designate a person or persons to
receive, in the event of his death, any rights to which he
would be entitled under this Option Agreement. Such a
designation shall be made in writing, and filed with the
Corporation's Treasurer's Department. A beneficiary
designation may be changed or revoked by an Optionee at any
time by filing a written statement of such change or revocation
with the Corporation's Treasurer's Department. No beneficiary
designation or change of beneficiary designation will be
effective until actually received by the Corporation's
Treasurer's Department. If an Optionee fails to designate a
beneficiary (or the beneficiary predeceases the Optionee), this
subsection (b) will apply without regard to the provisions
relating to the designation of a beneficiary.
(c) The Optionee shall not be deemed to be a shareholder of the
Corporation - and shall have no rights as a stockholder - with
respect to the shares covered by this option grant until the
date (i) such shares have been issued or transferred to him/her
and (ii) payment in full for such shares has been received by
the Corporation as provided in this Agreement. No adjustment
shall be made for dividends or other rights for which the
record date is prior to the date of such issuance or transfer.
(d) To the extent that this option grant is vested, but not
exercised during the period provided for its exercise under
this Agreement, the Participant shall forfeit all rights with
respect to this option grant and this Agreement shall expire as
of the close of the last day of the prescribed exercise period.
5. TERMINATION FOR CAUSE. Notwithstanding anything in this Option
Agreement to the contrary, if the Optionee is terminated for Cause, this option
grant shall terminate as of such date of termination regardless whether a
Vesting Date has occurred on or prior to his/her date of termination unless and
to the extent that the Committee determines (after taking into account the
provisions of Section 16) that such forfeiture in a given case would violate
applicable law.
6. EXERCISE OF OPTION. The option hereby granted shall be exercised
by the delivery to the Treasurer of the Corporation or his delegate, from time
to time, of written notice, signed by the Optionee, specifying the number of
shares the Optionee then desires to purchase, together with cash, certified
check, bank draft or postal or express money order to the order of the
Corporation for an amount in United States dollars equal to the sum of: (a) the
option price of such shares and (b) an amount sufficient to pay all state and
federal withholding taxes (including, without limitation, FICA) with respect to
the exercise (the total of (a) and (b) shall be referred to as the "Exercise
Amount"). In the alternative, the Optionee may tender payment for the option
shares in the form of shares of Timber Stock having a Fair Market Value on the
date of exercise equal to the Exercise Amount or a combination of (i) shares of
Timber Stock and (ii) cash, certified check, bank draft or postal or express
money order to the order of the Corporation in an amount in United States
dollars equal to the difference between the Exercise Amount and the Fair Market
Value of the tendered shares of Timber Stock on the date of exercise. If the
written notice of exercise is mailed, the date of its receipt by the Treasurer
of the Corporation or his delegate shall be considered the date of exercise of
the option by the Optionee. An exercise of stock options granted under this
Agreement will generate compensation subject to federal and state tax
withholding (including, without limitation, FICA withholding) in the calendar
year of each exercise, and all such withholding taxes shall be the
responsibility of the Optionee. The Committee may also authorize alternative
procedures for exercising options under this Agreement. Within thirty (30)
business days after any such exercise of the option in whole or in part by the
Optionee, the Corporation shall deliver to the Optionee a certificate or
certificates representing the aggregate number of shares with respect to which
such option shall be so exercised, registered in the Optionee's name. The
Optionee shall not have the right, in lieu of the exercise of the option, to
surrender the option granted hereby, or any portion thereof, in order to receive
shares covered by this option grant.
7. DATE OF TERMINATION. Except to the extent otherwise provided in
subsections (a) through (c) of this Section 7, for purposes of this Agreement,
the Optionee's date of termination shall be deemed to be his/her last day
worked:
(a) The Optionee's employment by the Corporation shall be deemed to
continue during such periods as he/she is employed by a
Subsidiary. If the Optionee shall be transferred from the
Corporation to a Subsidiary or from a Subsidiary to the
Corporation or from a Subsidiary to another Subsidiary, his/her
employment shall not be deemed to be terminated by reason of such
transfer. If, while the Optionee is employed by a Subsidiary,
such Subsidiary shall cease to be a Subsidiary and the Optionee
is not thereupon transferred to and employed by the Corporation
or another Subsidiary, the date that the Optionee's employer
ceases to be a Subsidiary shall be deemed to be a termination of
employment.
(b) The Optionee's date of termination on account of total disability
shall be the last day of his/her salary continuation period under
the Corporation's policy providing for salary continuation for
salaried employees who are medically unable to work because of
illness or injury or, if later, the date any personal leave of
absence he/she may be granted under the policies of the
Corporation immediately following such period of salary
continuation terminates in accordance with such policies.
(c) The Plan Administrator (as hereinafter defined) shall have
absolute and uncontrolled discretion to determine whether any
authorized leave of absence or absence on military or government
service taken by the Optionee shall constitute a termination of
employment for the purposes of this Agreement.
8. NO BAR TO CORPORATE RESTRUCTURING. The existence of this option
shall not affect in any way the right or power of the Corporation or its
stockholders to make or authorize any and all adjustments, recapitalizations,
reorganizations or other changes in the Corporation's capital structure or its
business, or any merger or consolidation of the Corporation, or any issue of
bonds, debentures, preferred or preference stocks ahead of or affecting Timber
Stock or the rights thereof, or the dissolution or liquidation of the
Corporation, or any sale or transfer of all or part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise.
9. CAPITAL READJUSTMENTS/STOCK OPTION MODIFICATIONS. The option
grant under this Plan will be made in Timber Stock as constituted on the Grant
Date for this option grant. In the event of any merger, reorganization,
consolidation, recapitalization, stock dividend, stock split, or extraordinary
distribution with respect to Timber Stock or other change in corporate
structure affecting Timber Stock, the Plan Administrator shall have the
authority to make such substitution or adjustments in the number, kind and
option price of shares subject to this option grant and/or such other
equitable substitution or adjustments as it may determine in its sole
discretion to be appropriate to ensure that all similarly situated optionees
under the Plan are treated equitably as a result of any such event; provided,
however, that the number of shares subject to any option grant shall always be
a whole number. In the event any adjustment to this option grant pursuant to
this Agreement would otherwise result in the creation of a fractional share
interest, the number of shares under this option grant shall be rounded to the
nearest whole share (with 0.5 share rounded to the next higher whole number).
10. CHANGE OF CONTROL. Notwithstanding any other provision of
this Agreement to the contrary, in the event of a Change of Control of the
Corporation (as defined in this Section 10), this option grant, if then
outstanding and not yet vested, shall vest as of the effective date of such
Change of Control. If this option grant vests pursuant to this Section 10, it
may be exercised at any time from and after the effective date of the Change
of Control (which shall be considered the applicable Vesting Date) and prior
to the 10th anniversary of its Grant Date. For the purposes of this Agreement,
a `Change of Control'' shall mean:
(a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a
"Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of the
combined voting power of the then outstanding voting securities
of the Corporation entitled to vote generally in the election
of directors (the "Outstanding Voting Securities"); provided,
however, that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change of
Control: (i) any acquisition by a Person who on the effective
date of the Original Plan was the beneficial owner of 20% or
more of the Outstanding Voting Securities; (ii) any acquisition
directly from the Corporation, including without limitation a
public offering of securities; (iii) any acquisition by the
Corporation, (iv) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Corporation
or any of its Subsidiaries or (v) any acquisition by any
corporation pursuant to a transaction which complies with
clauses (i), (ii), and (iii) of subsection (c) of this Section
10; or
(b) Individuals who, as of the effective date of the Original Plan,
constitute the Board (the `Incumbent Board'') cease for any
reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director
subsequent to the effective date of the Original Plan whose
election, or nomination for election by the Corporation's
shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect
to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board or actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board; or
(c) Consummation of a reorganization, merger or consolidation to
which the Corporation is a party or sale or other disposition
of all or substantially all of the assets of the Corporation (a
"Business Combination"), in each case, unless, following such
Business Combination, (i) all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Stock and Outstanding Voting
Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the
combined voting power of the then outstanding voting
securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting
from such Business Combination (including, without limitation,
a corporation which as a result of such transaction owns the
Corporation or all or substantially all of the Corporation's
assets either directly or through one or more subsidiaries)
(the "Successor Entity") in substantially the same proportions
as their ownership, immediately prior to such Business
Combination, of Outstanding Voting Securities and (ii) no
Person (excluding any Successor Entity or any employee benefit
plan, or related trust, of the Corporation or such Successor
Entity) beneficially owns, directly or indirectly, 20% or more
of, respectively, the combined voting power of the then
outstanding voting securities of the Successor Entity, except
to the extent that such ownership existed prior to the Business
Combination and (iii) at least a majority of the members of the
board of directors of the Successor Entity were members of the
Incumbent Board (including persons deemed to be members of the
Incumbent Board by reason of the proviso to subsection (c) of
this Section 10) at the time of the execution of the initial
agreement, or of the action of the Board, providing for such
Business Combination; or
(d) Approval by the shareholders of the Corporation of a complete
liquidation or dissolution of the Corporation.
11. LEGAL IMPEDIMENTS TO EXERCISE. Anything in this Agreement to the
contrary notwithstanding, if, at any time specified herein for the exercise of
this option or the delivery of shares to the Optionee, any law or regulations of
any governmental authority having jurisdiction in the matter shall require
either the Corporation or the Optionee to take any action or refrain from action
in connection therewith or to delay such exercise, then the delivery of such
shares on such exercise shall be deferred until such action shall have been
taken or such restriction on action shall have been removed.
12. AUTHORITY OF PLAN ADMINISTRATOR. As conditions precedent to the
granting of the option and all other rights provided hereunder, the Optionee and
any other person who acquires any rights hereunder agrees that any dispute or
disagreement which shall arise under, or as a result of, or pursuant to, this
Agreement may be determined by the Plan Administrator constituted under the Plan
(the "Plan Administrator") in the Plan Administrator's absolute and uncontrolled
discretion; and that any such determination or interpretation of the terms of
this Agreement or the Plan or any other determination by either such Plan
Administrator shall be final, binding and conclusive on all persons affected
thereby. The Plan Administrator shall have the authority to administer the
Plan, make all determinations with respect to the construction and application
of the Plan, the Board resolutions establishing the Plan and this Agreement,
adopt and revise rules and regulations relating to the Plan and make any other
determinations which it believes necessary or advisable for the administration
of the Plan (subject to the provisions of the Plan regarding Plan
administration). Questions regarding the options granted under this Agreement
and the administration of the Plan may be addressed to the Treasurer's
Department of the Corporation.
13. NOT INCENTIVE STOCK OPTIONS. Anything in this Agreement to the
contrary notwithstanding, the Corporation and Optionee acknowledge and agree
that the Plan was not intended to provide for the issuance of "incentive stock
options" as defined in Section 422 of the Internal Revenue Code of 1986, as
amended, and that the options granted pursuant to this Agreement are not
"incentive stock options" as so defined.
14. CONTINUED EMPLOYMENT. This Agreement shall not be deemed to
limit or restrict the right of the Corporation or any Subsidiary to terminate
the Optionee's employment at any time, for any reason, with or without cause, or
to limit or restrict the right of the Optionee to terminate his employment with
the Corporation or any Subsidiary at any time. In the event of termination of
the Optionee's employment with the Corporation and all Subsidiaries, such
employee shall be eligible to exercise (to the extent provided under Section 3)
only options on the number of shares that have vested on or prior to his/her
date of termination (subject, however, to the provisions of Section 5).
Optionee's services shall be subject to the direction of the Board of Directors
of the Corporation or such Subsidiary or such officer or officers as the
respective Boards may designate from time to time and shall be rendered at such
locations as the respective Boards or any such officer may determine.
15. AMENDMENT OR TERMINATION. This Agreement may be amended or
terminated prior to the expiration dates set forth herein only with the mutual
agreement and consent of the Optionee and the Corporation, and then only to the
extent permitted under the Plan.
16. GOVERNING LAW. This Agreement shall be construed and its
provisions enforced and administered in accordance with the laws of the State
of Georgia and, where applicable, federal law.
17. INTERPRETATION. This Agreement shall at all times be
interpreted so as to be consistent with the intent, purposes and specific
language of the Plan.
18. SEVERABILITY. If any provision of this Agreement should be
held illegal or invalid for any reason, such determination shall not affect
the other provisions of this Agreement, but instead the Agreement shall be
construed as if such provisions had never been included herein.
19. HEADINGS/GENDER. Headings contained in this Agreement are for
convenience only and shall in no event be construed as part of this Agreement.
Any reference to the masculine, feminine or neuter gender shall be a reference
to other genders as appropriate.
20. NOTICES. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be delivered
personally or by mail, postage prepaid, addressed as follows: (i) to the
Corporation, Georgia-Pacific Corporation, l33 Peachtree Street, N.E., Atlanta,
Georgia 30303, Attention: Vice President and Treasurer, or at such other address
as the Corporation, by notice to the Optionee, may designate in writing from
time to time; (ii) to the Optionee at the address indicated in the Optionee's
then current personnel records, or at such other address as the Optionee, by
notice to the Treasurer of the Corporation at the above address, may designate
in writing from time to time. Such notices shall be deemed given upon receipt.
21. DEFINITIONS. For purposes of this Agreement, the following terms
shall be defined as follows (certain other definitions are found in the premises
to this Option Agreement):
(a) "Cause" for the purposes of this Agreement shall mean any of the
following: (i) the willful failure of the Optionee to perform
satisfactorily the duties consistent with his title and position
reasonably required of him by the Board or supervising management
(other than by reason of incapacity due to physical or mental
illness); (ii) the commission by the Optionee of a felony, or the
perpetration by the Optionee of a dishonest act or common law
fraud against the Corporation or any of its Subsidiaries; or
(iii) any other willful act or omission (including without
limitation the violation of any corporate policy or regulation)
which could reasonably be expected to expose the Corporation to
civil liability under the law of the applicable jurisdiction or
causes or may reasonably be expected to cause significant injury
to the financial condition or business reputation of the
Corporation or any of its Subsidiaries.
(b) "Corporation" shall mean Georgia-Pacific Corporation, a Georgia
corporation, its successors and assigns.
(c) "Committee" shall mean the Compensation Committee of the Board
of Directors of the Corporation, as constituted from time to
time, or such subcommittee of that body as the Compensation
Committee shall specify to act for the Compensation Committee
with respect to the options granted under the Plan, provided
however that any such subcommittee shall have at least two
members and shall consist entirely of `outside directors'' as
that term is defined pursuant to Section 162(m) of the Internal
Revenue Code of 1986, as amended from time to time, or any
statute which is a successor or replacement for such statute (and
applicable regulations promulgated thereunder).
(d) "Fair Market Value" shall mean, with respect to Timber Stock on
any date, the mean between the high and low sales prices of a
share of Timber Stock on that date as reported in
The Wall Street Journal, New York Stock Exchange - Composite
Transactions, or as reported in any successor quotation system
adopted prospectively for this purpose by the Committee, in its
discretion. The Fair Market Value of the Stock shall be rounded
to the nearest whole cent (with 0.5 cent being rounded to the
next higher whole cent).
(e) "Grant Date" shall mean the date upon which the Original Option
was granted under the Original Plan.
(f) "Plan" shall mean the Georgia-Pacific Corporation/Timber Group
1997 Long-Term Incentive Plan as adopted by the Corporation's
Board of Directors on September 17, 1997, and approved by its
shareholders on December 16, 1997 (and as amended from time to
time thereafter)
(g) "Plan Administrator" shall mean the person or entity having
administrative authority under the Plan, as specified in Article
IV of the Plan.
(h) "Subsidiary" shall mean any corporation (other than the
Corporation) in any unbroken chain of corporations beginning with
the Corporation if, at the time of reference, each of the
corporations other than the last corporation in the unbroken
chain owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the
other corporations in such chain.
(i) "Timber Stock" shall mean the class of the Corporation's common
stock which is intended to reflect the business and operations of
the forest resources segment of the Corporation's business, the
par value of which is $0.80 per share and which is designated
`Georgia-Pacific Corporation--Timber Group Common Stock''.
(j) `Vesting Date'' shall mean the date upon which options granted
under this Agreement first become exercisable in accordance with
the provisions of Sections 2 or 10.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officers, under its corporate seal, and the
Optionee has executed this Agreement, as of this day and year first above
written.
GEORGIA-PACIFIC CORPORATION
By:
-----------------------
A. D. Correll
Chairman, Chief
Executive Officer
and President
ATTEST:
W. Edwin Frazier, III, Assistant Secretary
OPTIONEE
NOTE: PLEASE COMPLETE THE ATTACHED PERSONAL DATA SHEET
AND BENEFICIARY DESIGNATION FORM.
OPTIONEE'S PERSONAL DATA
(Please Print)
Full Name
ADDRESS:
==========================================================
----------------------------------------------------------
SOCIAL SECURITY NUMBER:
---------------------------------------------
DATE OF BIRTH:
---------------------------------------------------------
Month, Day and Year
DIVISION: LOCATION:
------------------------- --------------------------
BENEFICIARY DESIGNATION FORM
Under the terms of the Georgia-Pacific Corporation/Timber Group 1997 Long-
Term Incentive Plan ("1997 Timber LTIP"), you have the right to designate a
beneficiary to exercise certain rights that may arise under those grants in the
event of your death. IF YOU DO NOT DESIGNATE A BENEFICIARY IN WRITING, THESE
RIGHTS WILL PASS TO YOUR ESTATE UPON YOUR DEATH. In order to allow you to
decide affirmatively which outcome you desire and, in the event you prefer to
designate a beneficiary or beneficiaries other than your estate, to name that
beneficiary or those beneficiaries, the Corporation has provided this form,
which you may use to designate in writing the beneficiary(ies) you desire. Of
course, you may revoke and change your beneficiary designations at any time by
notifying the Treasurer's Department in writing at the address indicated below.
PLEASE TAKE TIME TO FILL OUT THIS FORM AND RETURN IT TO THE TREASURER'S
DEPARTMENT AT ONE OF THE FOLLOWING ADDRESSES:
STREET ADDRESS POST OFFICE ADDRESS INTEROFFICE MAIL
CODE
133 Peachtree P. O. Box 105605 GA030-7
Street, N. E. Atlanta, GA 30348 ATTN: SVIP
Atlanta, GA 30303 ATTN: SVIP Administrator-7th
ATTN: SVIP Administrator-7th Floor
Administrator-7th Floor
Floor
BENEFICIARY DESIGNATIONS OR MODIFICATIONS OF BENEFICIARY DESIGNATIONS SENT TO
ANY OTHER ADDRESS WILL NOT BE EFFECTIVE UNTIL ACTUALLY RECEIVED BY THE
TREASURER'S DEPARTMENT. THE CORPORATION HAS NO RESPONSIBILITY FOR BENEFICIARY
DESIGNATION FORMS WHICH ARE NOT SUBMITTED AS INDICATED ABOVE.
NOTE: You may designate multiple beneficiaries, in which case those living at
the time of your death will equally share the rights accorded to a beneficiary
for the particular grant(s) in question.
I designate my estate as my beneficiary under my 1997 grants under the 1997
Timber LTIP.
I designate the following person(s) as my beneficiary(ies) under my 1997
grants under the 1997 Timber LTIP:
NAME ADDRESS RELATIONSHIP TO SOCIAL SECURITY
YOU NUMBER (IF
