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EXHIBIT 99.6
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FORT JAMES CORPORATION
STOCK OPTION PLAN
FOR OUTSIDE DIRECTORS
Amended and Restated as of February 18, 1999
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FORT JAMES CORPORATION, a Virginia corporation (the "Company"), hereby
amends and restates its Stock Option Plan for Outside Directors, effective as of
February 18, 1999.
1. Purpose. This Stock Option Plan for Outside Directors (the "Plan") is
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intended to advance the interests of the Company by providing directors of the
Company who are not full-time employees of the Company or a subsidiary
("Directors") with an opportunity to acquire a proprietary interest in the
Company and an additional incentive to promote its success. Stock options
("Options") granted under the Plan are non-statutory options. The Plan conforms
to the provisions of Rule 16b-3 ("Rule 16b-3") of the Securities Exchange Act of
1934 (the "`34 Act"), as presently in effect.
2. Eligibility and Grant of Options.
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(a) Each person who first becomes a member of the Company's Board of
Directors (the "Board of Directors"), as a Director after February 18, 1999
shall receive an Option to purchase 5,000 shares of Common Stock of the
Company ("Common Stock") as of the date on which he or she first becomes a
Director.
(b) As of each April 15, beginning April 15, 1999, each Director who
has been a Director for at least nine months shall receive an Option to
purchase 2,500 shares of Common Stock.
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The option price for each Option shall be determined as of the date of grant,
pursuant to Section 4 below. The Company shall effect the grant of Options
under the Plan by the execution and delivery of written option agreements
between the Company and the Directors receiving the Options ("Optionees").
3. Stock. The Company has reserved an aggregate of 225,000 shares of
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Common Stock for issuance pursuant to the exercise of Options granted under the
Plan. The aggregate number is subject to future adjustments as hereinafter
provided in Section 7. The aggregate number of shares of Common Stock reserved
shall be reduced by the issuance of shares upon the exercise of Options, but it
shall not be reduced if Options, for any reason, expire or terminate
unexercised. The Company shall not be required to issue or deliver any
certificate for shares of its Common Stock purchased upon the exercise of any
part of an Option before (i) the admission of such shares to listing on any
stock exchange on which the Common Stock may then be listed, (ii) receipt of any
required registration or other qualification of such shares under any state or
federal law or regulation that the Company's counsel shall determine is
necessary or advisable, and (iii) the Company shall have been advised by counsel
that all applicable legal requirements have been complied with.
4. Price. The purchase price of each share of Common Stock covered by an
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Option (the "Option Price") shall be equal to the fair market value, as
hereinafter defined, of one share of Common Stock on the date the Option is
granted. If the Common Stock is traded in the over-the-counter market, its fair
market value on a given day shall be the mean between the closing bid and asked
prices on such day as reported by the Nasdaq Stock Market. If the Common Stock
is traded on an exchange, its fair market value on a given day shall be the mean
of the highest
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and lowest prices at which it is traded on such day on the exchange on which it
generally has the greatest trading volume.
Payment of the Option Price may be made in cash, in shares of Common Stock,
or in any combination thereof. Shares of Common Stock used to make any such
payment shall be valued at the fair market value thereof on the date of
exercise.
5. Terms and Limitations on Exercise. Options may be exercised, in whole
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or in part, but only with respect to whole shares of Common Stock, as outlined
below, by giving timely written notice to the Company.
(a) The term of any Option shall be ten years from the date it is
granted. No Option may be exercised after the expiration of its term or
after the date set forth in subsection (b), (c) or (d) below, if earlier.
(b) If an Optionee ceases to be a member of the Board of Directors
after he attains age sixty-five or on account of his death or disability
(as determined under the Federal Social Security Act), the Optionee (or his
or her legatees or distributees or the personal representatives of his or
her estate, in the event of his or her death) may exercise his or her
outstanding options at any time until the first to occur of (x) the date
that is two years after the Optionee ceases to be a member of the Board of
Directors or (y) the date on which the Options expire according to their
terms.
(c) If an Optionee ceases to be a member of the Board of Directors for
any reason other than described in subsection (b) above, the Optionee may
exercise his or her outstanding Options at any time until the first to
occur of (x) the date that is three months after the Optionee ceases to be
a member of the Board of Directors or (y) the date on which the Options
expire according to their terms.
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(d) If an Optionee dies after he ceases to be a member of the Board of
Directors, but within the time period during which his outstanding Options
are still exercisable, the Optionee's outstanding Options may be exercised
by his or her legatees or distributees or the personal representative of
his or her estate. These Options may be exercised at any time until the
first to occur of (x) the date that is two years after the Optionee ceases
to be a member of the Board of Directors or (y) the date on which the
Options expire according to their terms.
(e) Notwithstanding anything herein to the contrary, Options shall
always be granted and exercised in such a manner as to conform to the
provisions of Rule 16b-3, or any replacement rule adopted pursuant to the
provisions of the `34 Act, as the same now exists or may, from time to
time, be amended.
(f) The exercise of any Option and delivery of the optioned shares
shall be contingent upon the receipt by the Company of the full purchase
price in cash or shares of Common Stock as provided in Section 4.
6. Non-transferability of Options.
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(a) In general, Options, by their terms, shall not be transferable other
than by will or the laws of descent and distribution, or as described
below. Options shall be exercisable, during the lifetime of the Optionee,
only by the Optionee or the Optionee's guardian or legal representative.
(b) Notwithstanding the provisions of subsection (a) and subject to
applicable securities laws, an Optionee may transfer any Options that have
been or will be granted to the Optionee under this Plan to one or more of
the Optionee's immediate family members, to a trust or trusts for the
benefit of any one or more of the Optionee's
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immediate family members, or to a partnership, limited liability company or
other entity the only partners, members or interest holders of which are
among the Optionee's immediate family members. No consideration may be paid
for the transfer of any Option. The transferor shall be subject to all
conditions applicable to the Option prior to its transfer. Notwithstanding
the provisions of Section 8, the Board of Directors may impose on any
Option, and on Common Stock issued upon exercise of an Option, such
limitations and conditions as the Board of Directors deems appropriate, and
may amend the agreement granting the Option to set forth such limitations
and conditions.
7. Effect of Stock Dividends and Other Changes. Appropriate adjustments
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shall be made automatically to the price of the shares and the number of shares
subject to option if there are any changes in the Common Stock by reason of
stock dividends, stock splits, reverse stock splits, recapitalizations, mergers,
or consolidations.
8. Administration of the Plan. The Board of Directors shall be
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responsible for the proper implementation of the Plan, but the Board of
Directors shall not exercise any discretion with respect to the administration
of the Plan.
9. Expiration and Termination of the Plan. Options may be granted under
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the Plan at any time until the Plan is terminated by the Board of Directors or
until such earlier date when termination of the Plan shall be required by law.
If not sooner terminated, the Plan shall terminate automatically on June 8,
2004.
10. Amendments. The Board of Directors may from time to time make such
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changes in and additions to the Plan as it may deem proper. The termination of
the Plan or any change or addition to the Plan shall not, without consent of any
Optionee who is adversely affected thereby, alter any options previously granted
to the Optionee pursuant to the Plan.
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11. Effective Date. The amendment and restatement of the Plan shall be
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effective as of February 18, 1999.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed.
FORT JAMES CORPORATION
By:_____________________________________
