FORT JAMES CORPORATION
COMPENSATION COMMITTEE
UNAMIOUS CONSENT
WHEREAS, the Compensation Committee of the Board of Directors
has determined that it is necessary and desirable to amend the James
River Corporation of Virginia 1987 Stock Option Plan (1993 Amendment
and Restatement) (the "Plan"), as permitted by Section 11 of the Plan.
NOW, THEREFORE, BE IT RESOLVED, effective as of the date
hereof, Section 6(b) of the Plan is hereby amended by adding the
following sentence at the end thereof:
"Notwithstanding anything in the Plan or a stock option
agreement to the contrary, and except to the extent the Plan
or a stock option agreement provides for a longer period of
exercise upon a termination of employment, if a Participant's
employment is terminated by the Participant's employer other
than for cause, or by the Participant for "Good Reason" under
an employment agreement (to the extent the Participant has
such an agreement), in either case during the three (3) years
following a Change of Control, each Option held by such
Participant may be exercised until the earlier of (1) three
(3) years following the Change of Control and (2) the
expiration of the original term of the Option."
Except as expressly modified hereby, the terms and provisions
of the Plan shall remain full force and effect.
WHEREAS, the Compensation Committee of the Board of Directors
have determined that it is necessary and desirable to amend the Fort
James Corporation 1996 Stock Incentive Plan (as Amended) (the "Plan"),
as permitted by Section 14 of the Plan.
NOW, THEREFORE, BE IT RESOLVED, effective as of the date
hereof, Section 6(e) of the Plan is hereby amended by adding the
following sentence at the end thereof:
"Notwithstanding anything in the Plan or a stock option
agreement to the contrary, and except to the extent the Plan
or a stock option agreement provides for a longer period of
exercise upon a termination of employment, if a Participant's
employment is terminated by the Participant's employer other
than for cause, or by the Participant for "Good Reason" under
an employment agreement (to the extent the Participant has
such an agreement), in either case during the three (3) years
following a Change of Control, each Option held by such
Participant may be exercised until the earlier of (1) three
(3) years following the Change of Control and (2) the
expiration of the original term of the Option."
Except as expressly modified hereby, the terms and provisions
of the Plan shall remain full force and effect.
This Consent shall be effective as of July 13, 2000.
By:/s/ Barbara L. Bowles July 18, 2000
Barbara L. Bowles Date
By:/s/ William T. Burgin August 4, 2000
William T. Burgin Date
By:/s/ Worley H. Clark, Jr. July 27, 2000
Worley H. Clark, Jr. Date
By:/s/ William V. Daniel July 17, 2000
William V. Daniel Date
By:/s/ Robert M. O'Neil July 17, 2000
Robert M. O'Neil Date
EX-10(b) RESTATED SUPPLEMENTAL RETIREMENT PLAN
FORT JAMES CORPORATION
SUPPLEMENTAL RETIREMENT PLAN
FOR MILES L. MARSH
(2000 Restatement)
1. Purpose. The Plan is an amendment and restatement of the Fort James
Corporation Supplemental Retirement Plan for Miles L. Marsh (previously the
James River Corporation of Virginia Supplemental Retirement Plan for Miles L.
Marsh), originally effective as of May 1, 1997 and previously restated as of
August 12, 1997. The Plan is an unfunded deferred compensation arrangement
established for the benefit of Miles L. Marsh ("Executive"), one of a select
group of management or highly compensated employees. The Plan is intended to be
exempt from the participation, vesting, funding and fiduciary responsibility
provisions of the Employee Retirement Income Security Act of 1974, as amended.
The Board has determined that the benefits to be paid to Executive constitute
reasonable compensation for the services rendered and to be rendered by such
Executive. This amendment and restatement is effective as of January 1, 1999 to
reflect changes to the Pension Plan.
2. Definitions. As used in the Plan, the following terms have the meanings
indicated:
(a) "Actuarial Equivalent" means an amount or benefit equal in
value to the aggregate amounts expected to be received under
different forms of payment based on assumptions as to the
occurrence of future events. The future events to be taken
into account are mortality for Executive, mortality for
Beneficiaries, and an interest discount for the time value of
money. For this Plan, the actuarial assumptions are the same
as those used to determine the "Actuarial Equivalent" in the
Pension Plan at the time that the Actuarial Equivalent is
being determined.
(b) "Basic Benefit" means the lifetime annual benefit payable to
Executive pursuant to Section 3(a).
(c) "Beneficiary" means the person or entity who is to receive
benefits attributable to Executive under the Pension Plan
after Executive's death.
(d) "Board" means the Board of Directors of the Company.
(e) "Cause" means fraud or material misappropriation with respect
to the business or assets of the Company; persistent refusal
or willful failure of the Executive to perform his duties and
responsibilities to the Company which continues after the
Executive receives written notice of such refusal or failure;
willful misconduct that materially harms or has the potential
to cause material harm to the Company; breach of a fiduciary
duty which has a material adverse effect on the Company;
conviction of a felony or crime involving moral turpitude; or
the use of drugs or alcohol that interferes materially with
the Executive's performance of his duties.
(f) "Change of Control" means:
(i) the acquisition by any unrelated person of beneficial
ownership (as that term is used for purposes of the
Securities Exchange Act of 1934 (the "Act")) of 20%
or more of the then outstanding shares of common
stock of the Company or the combined voting power of
the then outstanding voting securities of the Company
entitled to vote generally in the election of
directors. The term "unrelated person" means any
person other than (x) the Company and its
subsidiaries, (y) an employee benefit plan or trust
of the Company or its subsidiaries, and (z) a
person who acquires stock of the
Company pursuant to an agreement with the Company
that is approved by the Board in advance of the
acquisition, unless the acquisition results in a
Change of Control pursuant to subsection (ii) below.
For purposes of this subsection, a "person" means
an individual, entity or group, as that term is used
for purposes of the Act;
(ii) any tender or exchange offer, merger or other
business combination, sale of assets or contested
election, or any combination of the foregoing
transactions, after which the persons who were
directors of the Company before such transactions
cease to constitute a majority of the Board of
Directors of the Company or any successor to the
Company.
(g) "Code" means the Internal Revenue Code of 1986, as amended
from time to time, and regulations thereunder.
(h) "Committee" means the Compensation Committee of the Board.
(i) "Company" means Fort James Corporation or any successor by
merger or otherwise.
(j) "Compensation" means an amount equal to the sum of:
(i) twelve times Executive's monthly salary at the
highest rate in effect during the Plan Year in which
Executive Retires, and
(ii) the highest annual bonus paid with respect to any of
the five years prior to the year in which Executive
Retires.
The term "Compensation" does not include income recognized
upon the exercise of any stock option granted by the Company
or any subsidiary of the Company, and any Company
contributions for benefits under this Plan or any other plan
of deferred compensation maintained by the Company or any
subsidiary of the Company. The term "Compensation" also does
not include special allowances, such as amounts paid to
Executive during an authorized leave of absence, moving
expenses, car expenses, tuition reimbursement, meal
allowances, the cost of excess group life insurance income
includable in taxable income, and similar items. The term
"Compensation" includes any salary or cash incentive
compensation that Executive defers under any plan of deferred
compensation maintained by the Company or any subsidiary of
the Company.
(k) "Employment Agreement" means the Amended and Restated
Employment Agreement between the Company and Executive, dated
June 10, 1997 (or any successor agreement).
(l) "Normal Retirement Date" means the first day of the month
coinciding with or next following the date on which Executive
attains age 55.
(m) "Pension Benefit" means the benefit payable to Executive under
the Pension Plan as a single life annuity at Retirement.
(n) "Pension Plan" means the Fort James Corporation Pension Plan
for Salaried and Other Non-Bargaining Unit Employees, as
amended and in effect from time to time.
(o) "Plan" means the Fort James Corporation Supplemental
Retirement Plan for Miles L. Marsh.
(p) "Plan Year" means a calendar year.
(q) "Preretirement Death Benefit" means an amount payable to
Executive's surviving Spouse pursuant to Section 8 in the
event of Executive's death before his Retirement while
employed by the Company.
(r) "Retirement" or "Retires" means any termination of Executive's
employment for reasons other than death or Cause.
(s) "Service" means years of employment in years and completed
full months with the Company or any subsidiary of the Company.
(t) "Social Security Benefit" means the benefit payable to
Executive under the Social Security Act at the time of
Executive's Retirement. The Social Security Benefit shall not
be adjusted for any earnings of Executive after Retirement or
for any cost of living increases to Executive's benefits under
the Social Security Act. In computing the benefit offsets
pursuant to Section 3(c), if Executive becomes entitled to
benefits under this Plan before he is eligible to receive
benefits under the Social Security Act, his Social Security
Benefit means the amount of the benefit that will be payable
at the earliest date when benefits could become payable to
Executive under the Social Security Act, based solely on
amounts accrued or earned for purposes of the Social Security
Act at the time of Executive's Retirement, as determined by
the Committee.
(u) "Spouse" means the person who is Executive's "spouse," as such
term is defined in the Pension Plan.
3. Benefits at Retirement.
(a) The Basic Benefit. If Executive Retires, he will be entitled
to receive a Basic Benefit which shall be a lifetime annual
benefit (payable monthly) beginning on the date of his
Retirement that is equal to 50% of his Compensation, subject
to the adjustments and offsets described in Section 3(b), (c)
and (d) below. If Executive Retires at any time after his
Normal Retirement Date, his Basic Benefit shall be at least
equal to the benefit that he would have received had he
retired as of his Normal Retirement Date, subject to the
adjustments and offsets described in Section 3(b), (c) and
(d).
(b) Service Adjustment. If at the time of Retirement Executive has
completed fewer than 6 years and 10 months of Service, the
amount of the Basic Benefit determined in Section 3(a) shall
be reduced proportionately to the extent that Executive has
less than 6 years and 10 months of Service. This service
adjustment shall be made prior to the benefit offset in
Section 3(c).
(c) Benefit Offsets. The amount of the Basic Benefit determined
under Sections 3(a) and (b) shall be offset by the sum of the
amount of Executive's Pension Benefit and the amount of
Executive's Social Security Benefit. The amount of offset for
Social Security Benefit shall not affect the Basic Benefit
until amounts are first payable to Executive under the Social
Security Act.
(d) Form of Benefit Adjustment. If instead of a lifetime annual
benefit Executive elects to receive the Basic Benefit in one
of the optional forms of payment permitted under the Pension
Plan other than a lump sum, the Basic Benefit shall be
actuarially adjusted in accordance with the factors, methods
and assumptions then used under the Pension Plan for
determining optional forms of benefit payments (an "Equivalent
Benefit" as defined in the Pension Plan). If instead of a
lifetime annual benefit Executive elects to receive the Basic
Benefit as a lump sum, the lump sum shall be the Actuarial
Equivalent of the Basic Benefit payable immediately.
4. Commencement and Form of Benefit. Executive may elect when payment of
his Basic Benefit will commence after Retirement. Executive may elect
to have his benefit under this Plan paid in any one of the forms of
payment described in the Pension Plan. Any election shall be made at
least six months prior to the date of payment. If payment of
Executive's benefit is to commence before his Normal Retirement Date,
the amount determined under Section 3 shall be further adjusted to
reflect the earlier payment commencement date and longer period of
payment. If commencement of Executive's Basic Benefit occurs before his
Normal Retirement Date, his Basic Benefit will be reduced by the
appropriate percentage below (calculated monthly) based on Executive's
age at commencement of his benefits.
Age Reduction Percentage
--- --------------------
54 4%
53 additional 4%
52 or younger additional 6% per year
5. Benefit Enhancements Upon Change of Control. If a Change of Control
occurs, the following adjustments and enhancements will apply:
(a) Benefit Accrual. At Retirement, Executive will be credited
with an additional two full years of Service for purposes of
Section 3(b).
(b) Benefit Rate Increase. The Basic Benefit determined under
Section 3(a) shall be increased to (i) 105% of the Basic
Benefit if Executive Retires at age 54, and (ii) 110% of the
Basic Benefit if Executive Retires at or after his Normal
Retirement Date.
(c) Payment Reduction Factors. If payment of Executive's benefit
begins before Executive has attained his Normal Retirement
Date, the reduction factors for early payment set forth in
Section 4 shall not apply.
(d) Lump Sum Payment. The Actuarial Equivalent of the Basic
Benefit payable immediately shall be paid in a single lump
sum.
(e) No Forfeiture on Termination for Cause. If Executive is
terminated for Cause, his rights under the Plan shall be
determined as if the termination were not for Cause.
6. Service Crediting Upon Certain Terminations of Employment. If Executive
experiences a termination of employment which under the terms of
Executive's Employment Agreement entitles Executive to be credited with
additional full years of Service for purposes of calculating the
benefits payable to Executive under the Employment Agreement, Executive
shall be credited with an identical number of full years of Service for
purposes of calculating Executive's benefits under this Plan.
7. Termination of Employment for Cause. If Executive's employment is
terminated by the Company or a subsidiary of the Company for Cause, as
determined by the Committee, and a Change of Control has not occurred,
Executive's rights under the Plan shall immediately terminate and
neither Executive nor his Spouse shall be entitled to any benefit under
the Plan.
8. Death Before Retirement/Preretirement Death Benefit.
(a) If Executive dies before Retirement and while still an
employee of the Company or a subsidiary of the Company,
Executive's Spouse shall be entitled to receive a
Preretirement Death Benefit beginning with the first day of
the month coinciding with or next following the date of the
Executive's death. The Preretirement Death Benefit is a
lifetime annual benefit (payable monthly) equal to 50% of the
Basic Benefit (determined under Sections 3(a) and (b), before
the offset and adjustment under Section 3(c) and (d), and with
adjustments and enhancements pursuant to Section 5, if
applicable) that would have been payable to Executive had he
Retired the day before his death.
(b) The monthly Preretirement Death Benefit payment will then be
reduced by an amount equal to the sum of the surviving
Spouse's preretirement monthly benefit when payable under the
Pension Plan and the Spouse's monthly benefit when payable
under the Social Security Act, as determined by the Committee.
If as to the Executive and his Spouse the preretirement death
benefit provisions of the Pension Plan do not apply, the
Preretirement Death Benefit will be reduced at the time and in
the amount equal to the preretirement death benefit under the
Pension Plan that would have otherwise been payable to the
Spouse if it had applied.
(c) The surviving Spouse may elect to receive the Preretirement
Death Benefit as a lump sum that is the Actuarial Equivalent
of the Preretirement Death Benefit. The election must be made
within six months of Executive's death. The election shall be
subject to the approval of the Committee, in its sole
discretion, based on the best interests of the Company.
9. Exclusion from Supplemental Benefit Plan. The benefit provided to
Executive and his Spouse under the Plan are in lieu of benefits that
might otherwise be available to Executive and his Spouse, or either of
them, under the Company's Supplemental Benefit Plan (or any of its
component parts), as amended and restated, or as later amended, and
Executive's participation in the Plan and the attendant benefit
available to Executive and his Spouse that thereby accrue, constitutes
a waiver of all his and his Spouse's rights under the Supplemental
Benefit Plan.
10. Administration.
(a) This Plan shall be administered by the Committee. Subject to
the Plan's provisions, the Committee may adopt rules and
regulations necessary to carry out the Plan's purposes,
including rules concerning the timing of elections for benefit
commencement and benefit forms. The amount of and entitlement
to the payment of benefits under, and the general
administration of, this Plan with respect to the computation
and entitlement to benefits in determining offsets and
adjustments shall be determined by the provisions of the
Pension Plan, and the rules, regulations and interpretations
adopted in administering the Pension Plan. Beneficiary
designations made with respect to benefits payable under the
Pension Plan shall apply to this Plan unless otherwise
specifically designated by the Executive.
(b) If for any reason a benefit under the Plan is not paid when
due, the individual entitled to the benefit may file a written
claim with the Committee. If the claim is denied or if no
response is received within 90 days (in which case the claim
will be deemed to have been denied), the individual may appeal
the denial to the Committee within 60 days of the denial. In
pursuing an appeal, an individual may request that the
Committee review the denial and the individual may review
pertinent documents and submit issues and comments in writing.
A decision on appeal will be made within 60 days after the
appeal is made, unless special circumstances require the
Committee to extend the period for another 60 days.
11. Restrictions and Transfer. Any benefits to which Executive or his
Spouse or Beneficiary may become entitled under this Plan are not
subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, or encumbrance, and any attempt to do so is void.
Benefits are not subject to attachment or legal process for the debts,
contracts, liabilities, engagements or torts of Executive or his Spouse
or Beneficiary. This Plan does not give Executive or his Spouse or
Beneficiary any interest, lien, or claim against any specific assets of
the Company, and they have only the rights of a general creditor of the
Company.
12. Amendment and Termination. The Board may amend the Plan at any time;
provided that the Plan may not be terminated and no amendment may be
made to the Plan that would adversely affect the right of Executive or
his Spouse or Beneficiary to receive a benefit under the Plan or which
would reduce the amount of any benefit payable under the Plan, unless
Executive (or his Spouse or Beneficiary following his death) has
provided prior written consent to such termination or amendment.
13. Method of Payment of Benefits. The Company has the obligation to pay
all benefits provided for in the Plan as they become due. Without
affecting its obligations to or rights of Executive under the Plan, the
Company may establish a grantor trust (within the meaning of Sections
671 through 679 of the Code) for Executive and deposit funds with the
trustee of such trust for investment to provide the benefits to which
the Executive (or the Executive's Spouse or Beneficiary) may be
entitled under the Plan. The funds deposited with the trustee or
trustees of any such trust, and the earnings thereon, will be dedicated
to the payment of the benefits under the Plan but shall remain subject
to the claims of the general creditors of the Company. The Company
shall pay the expenses of establishing and maintaining such trust.
When Executive (or Executive's Spouse or Beneficiary) becomes eligible
for payment of benefits under the Plan, such benefits will be paid out
of the trust fund or funds unless paid directly by the Company.
14. Construction. This Plan shall be construed in accordance with the laws
of the Commonwealth of Virginia. The headings in this Plan have been
inserted for convenience of reference only and are to be ignored in any
construction of the provision. If a provision of this Plan is not
valid, that invalidity does not affect other provisions.
WITNESS the following signatures.
FORT JAMES CORPORATION
By:/s/ Robert M. O'Neil
Robert M. O'Neil,
Chairman, Compensation Committee
Dated: August 17, 2000
By:/s/ Miles L. Marsh
Miles L. Marsh
Dated: August 16, 2000
