FIBREBOARD CORP /DE
S-8, 1996-11-21
SAWMILLS & PLANTING MILLS, GENERAL
Previous: DAUPHIN TECHNOLOGY INC, S-1/A, 1996-11-21
Next: MTR GAMING GROUP INC, 424B3, 1996-11-21




<PAGE>


   As filed with the Securities and Exchange Commission on November 21, 1996.

                                                           Registration No. 333-
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             FIBREBOARD CORPORATION
             (Exact name of registrant as specified in its charter)

              Delaware                                     94-0751580
- -----------------------------------                 ------------------------
  (State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                       Identification No.)

       Texas Commerce Tower
    2200 Ross Ave., Suite 3600
          Dallas, Texas                                       75201
- -----------------------------------                 ------------------------
      (Address of Principal                                 (Zip Code)
        Executive Offices)

                      FIBREBOARD 1995 STOCK INCENTIVE PLAN
                      ------------------------------------
                            (Full title of the plan)
 
                                                            Copy to:
         GAROLD E. SWAN                             DONALD F. McALEENEN, ESQ.
     Vice President, Finance                         2200 Ross Avenue, #3600
     Fibreboard Corporation                             Dallas, TX 75201
      Texas Commerce Tower                               (415) 233-4500
   2200 Ross Ave., Suite 3600
        Dallas, TX 75201
         (214) 954-9500
- ----------------------------------                  ------------------------
  (Name, address and telephone
  number, including area code,
      of agent for service)

<TABLE>
                         CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------
<CAPTION>
  Title of              Amount       Proposed Maximum       Proposed           Amount of
Securities To            To Be        Offering Price    Maximum Aggregate    Registration
Be Registered        Registered(1)     per Share(2)     Offering Price(2)       Fee(3)
- -----------------------------------------------------------------------------------------

<S>                    <C>               <C>               <C>                 <C>      
Common Stock,          500,000           $35.00            $17,500,000         $5,303.03
$0.01 par value
- -----------------------------------------------------------------------------------------

(1)    Calculated pursuant to General Instruction E on Form S-8.

(2)    Estimated solely for the purpose of calculating the registration fee on
       the basis of the average of the high and low prices as reported on the
       American Stock Exchange on November 20, 1996.

     (3) The Registration Fee has been calculated pursuant to Rule 457(h).
                                ----------------
     The Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.
- ----------------------------------------------------------------------------------------
</TABLE>

                               Page 1 of 26 pages
                          Exhibit Index Appears on page 9.

                                       -1-


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.    Plan Information.*
- ------     ----------------

Item 2.    Registrant Information and Employee Plan Annual
- ------     -----------------------------------------------
           Information.*
           -----------

           *  Information required by Part I to be contained in the
              Section 10(a) prospectus is omitted from this
              Registration Statement in accordance with Rule 428
              under the Securities Act of 1933, as amended, and the
              Note to Part I of Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.    Incorporation of Certain Documents By Reference.
- ------     -----------------------------------------------

     The following documents, filed with the Securities and Exchange Commission
(the "Commission") by the Registrant, are hereby incorporated by reference in
this Registration Statement:

          (i)  The Registrant's Annual Report on Form 10-K for the
     fiscal year ended December 31, 1995, as amended;

          (ii)  The Registrant's Quarterly Report on Form 10-Q for the
     quarterly periods ended March 31, 1996, June 30, 1996 and
     September 30, 1996;

          (iii)  The Registrant's Form 8-K dated July 1, 1996 and filed
     with Commission on July 15, 1996, as amended by the Registrant's
     Form 8-K/A dated August 8, 1996 and filed with the Commission on
     August 12, 1996; and

          (iv)  The information with regard to the Registrant's capital
     stock contained in the Registrant's Registration Statement on
     Form 10, filed with the Commission pursuant to section 12 of the
     Securities Exchange Act of 1934, including any subsequent
     amendment or report filed for the purpose of updating such
     information.

In addition, all documents subsequently filed by the Registrant pursuant to
sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered

                                 -2-


<PAGE>


have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.

Item 4.    Description of Securities.
- ------     -------------------------

     Not Applicable.

Item 5.    Interests of Named Experts and Counsel.
- ------     --------------------------------------

     Not Applicable.

Item 6.    Indemnification of Officers and Directors.
- ------     -----------------------------------------

     Section 145 of the Delaware General Corporation Law (the "Delaware GCL")
permits the Registrant to indemnify any person against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any threatened, pending or
completed action, suit or proceeding in which such person is made a party by
reason of his being or having been a director, officer, employee or agent of
such company, in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. The statute provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors, or otherwise.

     Article Tenth of the Registrant's Certificate of Incorporation, as amended,
provides for the indemnification of its directors, officers and their
representatives to the maximum extent permitted by the Delaware General
Corporation Law. The Registrant has also entered into separate indemnification
agreements with its directors and officers that will require the Registrant,
among other things, to indemnify them against certain liabilities that may arise
by reason of their status or service as directors or officers to the fullest
extent permitted by law.

     The directors and officers of the Registrant have a policy of insurance
under which they are insured, within limits and subject to limitations, against
certain expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities which might be imposed as a result of such
actions, suits or proceedings, in which they are parties by reason of their
being or having been directors or officers of the Registrant.

Item 7.    Exemption from Registration Claimed.
- ------     -----------------------------------

     Not Applicable.

                                       -3-


<PAGE>


Item 8.    Exhibits.
- ------     --------

        Number   Exhibit
        ------   -------

         4.1     1995 Stock Incentive Plan

         5.1     Opinion regarding legality of securities to be
                 offered

         23.1    Consent of Independent Auditors

         23.2    Consent of Pillsbury Madison & Sutro LLP
                 (included in Exhibit 5.1)

         24.1    Power of Attorney (included on pages 7-8 of the
                 Registration Statement)

Item 9.    Undertakings.
- ------     ------------

    (a)   The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being made
     of the securities registered hereby, a post-effective amendment to this
     Registration Statement:

               (i) To include any prospectus required by section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of 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. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective registration
          statement.

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in this Registration
          Statement or any

                                       -4-


<PAGE>


          material change to such information in this Registration
          Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed by the Registrant
     pursuant to section 13 or section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in this Registration Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned Registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                       -5-


<PAGE>


                                   SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on November 20, 1996.

                                        FIBREBOARD CORPORATION



                                        By       /s/ JOHN D. ROACH
                                          -------------------------------------
                                                     John D. Roach
                                                        Chairman,
                                                        President and
                                                 Chief Executive Officer



                                        By      /s/ GAROLD E. SWAN
                                          -------------------------------------
                                                    Garold E. Swan
                                                Vice President, Finance
                                                (Principal Financial and
                                                  Accounting Officer)


                                       -6-


<PAGE>


                                POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John D. Roach and Garold E. Swan, and each of
them, his true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments, including post-effective
amendments, to this Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that each of
said attorneys-in-fact and agents or his substitute or substitutes may lawfully
do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:


     Signature                         Title                        Date
     ---------                         -----                        ----


  /s/ JOHN D. ROACH                   Chairman                   November 20,
- ------------------------            President and                  1996
    John D. Roach              Chief Executive Officer
                                (Principal Executive
                                      Officer)


 /s/ GAROLD E. SWAN           Vice President, Finance            November 20,
- ------------------------      (Principal Financial and              1996
   Garold E. Swan               Accounting Officer)


 /s/ PHILIP R. BOGUE                  Director                   November 20,
- ------------------------                                            1996
   Philip R. Bogue      


/s/ WILLIAM D. EBERLE                 Director                   November 20,
- ------------------------                                            1996
  William D. Eberle     


 /s/ G. ROBERT EVANS                  Director                   November 20,
- ------------------------                                            1996
   G. Robert Evans      


                                       -7-


<PAGE>


 /s/ GEORGE B. JAMES                  Director                   November 20,
- ------------------------                                            1996
   George B. James      


/s/ JOHN W. KOEBERER                  Director                   November 20,
- ------------------------                                            1996
  John W. Koeberer      


/s/ DONALD K. MILLER                  Director                   November 20,
- -------------------------                                           1996
  Donald K. Miller       


                                       -8-


<PAGE>


                                INDEX TO EXHIBITS

Exhibit
Number         Exhibit
- -------        -------

4.1            1995 Stock Incentive Plan

5.1            Opinion regarding legality of securities to
               be offered

23.1           Consent of Independent Auditors

23.2           Consent of Pillsbury Madison & Sutro LLP
               (included in Exhibit 5.1)

24.1           Power of Attorney (included on pages 7-8 of the
               Registration Statement)



                                       -9-



<PAGE>


                                                                     Exhibit 4.1



                FIBREBOARD CORPORATION 1995 STOCK INCENTIVE PLAN

             (As Amended and Restated Effective as of June 10, 1996)


<PAGE>



                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----

ARTICLE 1.  INTRODUCTION................................................... 1

ARTICLE 2.  ADMINISTRATION................................................. 1
    2.1    Committee Composition........................................... 1
    2.2    Committee Responsibilities...................................... 2

ARTICLE 3.  SHARES AVAILABLE FOR GRANTS.................................... 2
    3.1    Basic Limitation................................................ 2
    3.2    Unused Shares Under This Plan................................... 2
    3.3    Unused Shares Under Prior Plan.................................. 2
    3.4    Dividend Equivalents............................................ 3

ARTICLE 4.  ELIGIBILITY.................................................... 3
    4.1    General Rules................................................... 3
    4.2    Outside Directors............................................... 3
    4.3    Incentive Stock Options......................................... 4

ARTICLE 5.  OPTIONS........................................................ 5
    5.1    Stock Option Agreement.......................................... 5
    5.2    Number of Shares................................................ 5
    5.3    Exercise Price.................................................. 5
    5.4    Exercisability and Term......................................... 5
    5.5    Effect of Change in Control..................................... 5
    5.6    Modification or Assumption of Options........................... 6

ARTICLE 6.  PAYMENT FOR OPTION SHARES...................................... 6
    6.1    General Rule.................................................... 6
    6.2    Surrender of Stock.............................................. 6
    6.3    Exercise/Sale................................................... 6
    6.4    Exercise/Pledge................................................. 6
    6.5    Promissory Note................................................. 6
    6.6    Other Forms of Payment.......................................... 7

ARTICLE 7.  STOCK APPRECIATION RIGHTS...................................... 7
    7.1    SAR Agreement................................................... 7
    7.2    Number of Shares................................................ 7
    7.3    Exercise Price.................................................. 7
    7.4    Exercisability and Term......................................... 7
    7.5    Effect of Change in Control..................................... 7
    7.6    Exercise of SARs................................................ 7
    7.7    Modification or Assumption of SARs.............................. 8

ARTICLE 8.  RESTRICTED SHARES AND STOCK UNITS.............................. 8
    8.1    Time, Amount and Form of Awards................................. 8
    8.2    Payment for Awards.............................................. 8
    8.3    Vesting Conditions.............................................. 8
    8.4    Form and Time of Settlement of Stock Units...................... 9
    8.5    Death of Recipient.............................................. 9
    8.6    Creditors' Rights............................................... 9

ARTICLE 9.  VOTING AND DIVIDEND RIGHTS..................................... 9


<PAGE>


    9.1    Restricted Shares............................................... 9
    9.2    Stock Units..................................................... 9

ARTICLE 10.  PROTECTION AGAINST DILUTION...................................10
    10.1 Adjustments.......................................................10
    10.2 Reorganizations...................................................10

ARTICLE 11.  AWARDS UNDER OTHER PLANS......................................11

ARTICLE 12.  PAYMENT OF DIRECTOR'S FEES IN SECURITIES......................11
    12.1 Effective Date....................................................11
    12.2 Elections to Receive NSOs, Restricted Shares or Stock Units.......11
    12.3 Number and Terms of NSOs, Restricted Shares or Stock Units........11

ARTICLE 13.  LIMITATION ON RIGHTS..........................................11
    13.1 Retention Rights..................................................11
    13.2 Stockholders' Rights..............................................11
    13.3 Regulatory Requirements...........................................12

ARTICLE 14.  WITHHOLDING TAXES.............................................12
    14.1 General...........................................................12
    14.2 Share Withholding.................................................12

ARTICLE 15.  ASSIGNMENT OR TRANSFER OF AWARDS..............................12
    15.1 General...........................................................12
    15.2 Trusts............................................................12

ARTICLE 16.  FUTURE OF THE PLAN............................................13
    16.1 Term of the Plan..................................................13
    16.2 Amendment or Termination..........................................13

ARTICLE 17.  DEFINITIONS...................................................13

ARTICLE 18.  EXECUTION.....................................................17


<PAGE>


                             FIBREBOARD CORPORATION

                            1995 STOCK INCENTIVE PLAN

                      (Adopted Effective November 28, 1995)


     ARTICLE 1.  INTRODUCTION.
     ---------   ------------

     The Plan was adopted by the Board on November 28, 1995, subject to approval
by the Company's stockholders at the annual meeting on June 10, 1996.

     The purpose of the Plan is to promote the long-term success of the Company
and the creation of stockholder value by (a) encouraging Key Employees to focus
on critical long-range objectives, (b) encouraging the attraction and retention
of Key Employees with exceptional qualifications including Key Employees who may
join the Company in the future as a result of acquisitions, and (c) linking Key
Employees directly to stockholder interests through increased stock ownership.
The Plan seeks to achieve this purpose by providing for Awards in the form of
Restricted Shares, Stock Units, Options (which may constitute incentive stock
options or nonstatutory stock options) or stock appreciation rights.

     The Plan shall be governed by, and construed in accordance with, the laws
of the State of Delaware (except their choice-oflaw provisions).

     ARTICLE 2.  ADMINISTRATION.
     ---------   --------------

     2.1  Committee Composition. The Plan shall be administered by the
          ---------------------
Committee. The Committee shall consist exclusively of directors of the Company,
who shall be appointed by the Board. In addition, the composition of the
Committee shall satisfy:

          (a) Such requirements as the Securities and Exchange Commission may
     establish for administrators acting under plans intended to qualify for
     exemption under Rule 16b-3 (or its successor) under the Exchange Act; and

          (b) Such requirements as the Internal Revenue Service may establish
     for outside directors acting under plans intended to qualify for exemption
     under section 162(m)(4)(C) of the Code.

The Board may also appoint one or more separate committees of the Board, each
composed of one or more directors of the Company who need not satisfy the
foregoing requirements, who may administer the Plan with respect to Key
Employees who are not considered officers or directors of the Company under
section 16

                                      -1-


<PAGE>


of the Exchange Act, may grant Awards under the Plan to such Key Employees and
may determine all terms of such Awards.

     2.2  Committee Responsibilities. The Committee shall:
          --------------------------

          (a) Select the Key Employees who are to receive Awards under the Plan;

          (b) Determine the type, number, vesting requirements and other
     features and conditions of such Awards;

          (c) Interpret the Plan; and

          (d) Make all other decisions relating to the operation of the Plan.

The Committee may adopt such rules or guidelines as it deems appropriate to
implement the Plan. The Committee's determinations under the Plan shall be final
and binding on all persons.

     ARTICLE 3.  SHARES AVAILABLE FOR GRANTS.
     ---------   ---------------------------

     3.1  Basic Limitation. Common Shares issued pursuant to the Plan may be
          ----------------
authorized but unissued shares or treasury shares. The aggregate number of
Restricted Shares, Stock Units, Options and SARs awarded under the Plan shall
not exceed 500,000, plus the number of Common Shares that remained available for
issuance under the Prior Plan at the time of the adoption of this Plan. (No
additional awards shall be made under the Prior Plan after the approval of this
Plan by the Company's stockholders as provided in Section 16.1.) The limitation
of this Section 3.1 shall be subject to adjustment pursuant to Article 10.

     3.2  Unused Shares Under This Plan. If Stock Units, Options or SARs are
          -----------------------------
forfeited or if Options or SARs terminate for any other reason before being
exercised, then the corresponding Common Shares shall again become available for
Awards under the Plan to the extent permitted by the rules of the Securities and
Exchange Commission. If Stock Units are settled, then only the number of Common
Shares (if any) actually issued in settlement of such Stock Units shall reduce
the number available under Section 3.1 and the balance shall again become
available for Awards under the Plan. If SARs are exercised, then only the number
of Common Shares (if any) actually issued in settlement of such SARs shall
reduce the number available under Section 3.1 and the balance shall again become
available for Awards under the Plan. Common Shares withheld or surrendered under
Section 6.2 or 15.2 shall become available for Awards under the Plan.

     3.3 Unused Shares Under Prior Plan. If stock units, options or SARs granted
         ------------------------------
under the Prior Plan are forfeited after

                                       -2-


<PAGE>


the adoption of this Plan or if options or SARs granted under the Prior
Plan terminate for any other reason before being exercised but after the
adoption of this Plan, then the corresponding Common Shares shall become
available for Awards under this Plan. If restricted shares granted under the
Prior Plan are forfeited after the adoption of this Plan, then such shares shall
become available for Awards under this Plan.

     3.4  Dividend Equivalents. Any dividend equivalents distributed under the
          --------------------
Plan shall not be applied against the number of Restricted Shares, Stock Units,
Options or SARs available for Awards, whether or not such dividend equivalents
are converted into Stock Units.

     ARTICLE 4.  ELIGIBILITY.
     ---------   -----------

     4.1  General Rules. Only Key Employees (including, without limitation,
          -------------
independent contractors who are not members of the Board) shall be eligible for
designation as Participants by the Committee. Key Employees who are Outside
Directors shall only be eligible for the grants described in Section 4.2 and for
making an election described in Article 12.

     4.2 Outside Directors. Any other provision of the Plan notwithstanding, the
         -----------------
participation of Outside Directors in the Plan shall be subject to the following
restrictions:

          (a) Outside Directors shall receive no Awards except as described in
     this Section 4.2 and Article 12.

          (b) On the first business day in July of each year, each Outside
     Director shall receive an NSO covering 4,000 Common Shares (subject to
     adjustment under Article 10). Such NSO shall include an SAR exercisable
     only during the 30-day period following a Change in Control with respect to
     the Company. Such NSO shall be cancelled to the extent that such SAR is
     exercised, and such SAR shall be cancelled to the extent that such NSO is
     exercised. Such SAR shall be settled only in cash and shall be subject to
     the same terms and conditions (including the Exercise Price and the
     expiration date) as the related NSO.

          (c) All NSOs granted to an Outside Director under this Section 4.2
     shall become exercisable in full on the first anniversary of the date of
     grant. Such NSOs shall also become exercisable in full in the event of a
     Change in Control with respect to the Company.

          (d) The Exercise Price under all NSOs granted to an Outside Director
     under this Section 4.2 shall be equal to 100% of the Fair Market Value of a
     Common Share on the date of grant, payable in one of the forms described in
     Sections 6.1, 6.2, 6.3 and 6.4.


                                       -3-


<PAGE>


          (e) All NSOs granted to an Outside Director under this Section 4.2
     shall terminate on the earlier of:

               (i) The 10th anniversary of the date of grant; or

               (ii) The first anniversary of the termination of such Outside
          Director's service for any reason.

          (f) Each Outside Director who first becomes a member of the Board
     after the adoption of this Plan shall receive a one-time grant of 2,000
     Stock Units (subject to adjustment under Article 10). Such Stock Units
     shall be granted on the date when such Outside Director first joins the
     Board.

          (g) All Stock Units granted to an Outside Director under this Section
     4.2 shall be settled by issuing an equal number of Common Shares to such
     Outside Director. The issuance shall occur on the earliest of:

               (i) The third anniversary of the date of grant;

               (ii) The date of a Change in Control with respect to the Company;
          or

               (iii) The date of the termination of such Outside Director's
          service for any reason.

     The foregoing notwithstanding, in the event of the termination of such
     Outside Director's service, only the following percentage of such Stock
     Units shall be settled (and the balance shall be forfeited):

     Full Years of Service Com-
     pleted by Outside Director                Vested Percentage
     --------------------------                -----------------

                Less than 1 .........................   0%
                          1 .........................  40%
                          2 .........................  70%
                          3 ......................... 100%

     4.3  Incentive Stock Options. Only Key Employees who are common-law
          -----------------------
employees of the Company, a Parent or a Subsidiary shall be eligible for the
grant of ISOs. In addition, a Key Employee who owns more than 10% of the total
combined voting power of all classes of outstanding stock of the Company or any
of its Parents or Subsidiaries shall not be eligible for the grant of an ISO
unless the requirements set forth in section 422(c)(6) of the Code are
satisfied.

                                       -4-


<PAGE>


     ARTICLE 5.  OPTIONS.
     ---------   -------

     5.1 Stock Option Agreement. Each grant of an Option under the Plan shall be
         ----------------------
evidenced by a Stock Option Agreement between the Optionee and the Company. Such
Option shall be subject to all applicable terms of the Plan and may be subject
to any other terms that are not inconsistent with the Plan. The Stock Option
Agreement shall specify whether the Option is an ISO or an NSO. The provisions
of the various Stock Option Agreements entered into under the Plan need not be
identical. Options may be granted in consideration of a cash payment or in
consideration of a reduction in the Optionee's other compensation. A Stock
Option Agreement may provide that new Options will be granted automatically to
the Optionee when he or she exercises the prior Options.

     5.2  Number of Shares. Each Stock Option Agreement shall specify the number
          ----------------
of Common Shares subject to the Option and shall provide for the adjustment of
such number in accordance with Article 10. Options granted to any Optionee in a
single calendar year shall in no event cover more than 200,000 Common Shares,
subject to adjustment in accordance with Article 10.

     5.3  Exercise Price. Each Stock Option Agreement shall specify the Exercise
          --------------
Price which shall in no event be less than 100% of the Fair Market Value of a
Common Share on the date of grant. In the case of an NSO, a Stock Option
Agreement may specify an Exercise Price that varies in accordance with a
predetermined formula while the NSO is outstanding.

     5.4  Exercisability and Term. Each Stock Option Agreement shall specify the
          -----------------------
date when all or any installment of the Option is to become exercisable. The
Stock Option Agreement shall also specify the term of the Option; provided that
the term of an ISO shall in no event exceed 10 years from the date of grant. A
Stock Option Agreement may provide for accelerated exercisability in the event
of the Optionee's death, disability or retirement or other events and may
provide for expiration prior to the end of its term in the event of the
termination of the Optionee's service. Options may be awarded in combination
with SARs, and such an Award may provide that the Options will not be
exercisable unless the related SARs are forfeited. NSOs may also be awarded in
combination with Restricted Shares or Stock Units, and such an Award may provide
that the NSOs will not be exercisable unless the related Restricted Shares or
Stock Units are forfeited.

     5.5  Effect of Change in Control. The Committee may determine, at the time
          ---------------------------
of granting an Option or thereafter, that such Option shall become fully
exercisable as to all Common Shares subject to such Option in the event that a
Change in Control occurs with respect to the Company.


                                       -5-


<PAGE>

     5.6  Modification or Assumption of Options. Within the limitations of the
          -------------------------------------
Plan, the Committee may modify, extend or assume outstanding options or may
accept the cancellation of outstanding options (whether granted by the Company
or by another issuer) in return for the grant of new options for the same or a
different number of shares and at the same or a different exercise price. The
foregoing notwithstanding, no modification of an Option shall, without the
consent of the Optionee, alter or impair his or her rights or obligations under
such Option.

     ARTICLE 6.  PAYMENT FOR OPTION SHARES.
     ---------   -------------------------

     6.1  General Rule. The entire Exercise Price of Common Shares issued upon
          ------------
exercise of Options shall be payable in cash at the time when such Common Shares
are purchased, except as follows:

          (a) In the case of an ISO granted under the Plan, payment shall be
     made only pursuant to the express provisions of the applicable Stock Option
     Agreement. The Stock Option Agreement may specify that payment may be made
     in any form(s) described in this Article 6.

          (b) In the case of an NSO, the Committee may at any time accept
     payment in any form(s) described in this Article 6.

     6.2  Surrender of Stock. To the extent that this Section 6.2 is applicable,
          ------------------
payment for all or any part of the Exercise Price may be made with Common Shares
which have already been owned by the Optionee for more than six months. Such
Common Shares shall be valued at their Fair Market Value on the date when the
new Common Shares are purchased under the Plan.

     6.3  Exercise/Sale. To the extent that this Section 6.3 is applicable,
          -------------
payment may be made by the delivery (on a form prescribed by the Company) of an
irrevocable direction to a securities broker approved by the Company to sell
Common Shares and to deliver all or part of the sales proceeds to the Company in
payment of all or part of the Exercise Price and any withholding taxes.

     6.4  Exercise/Pledge. To the extent that this Section 6.4 is applicable,
          ---------------
payment may be made by the delivery (on a form prescribed by the Company) of an
irrevocable direction to pledge Common Shares to a securities broker or lender
approved by the Company, as security for a loan, and to deliver all or part of
the loan proceeds to the Company in payment of all or part of the Exercise Price
and any withholding taxes.

     6.5  Promissory Note. To the extent that this Section 6.5 is applicable,
          ---------------
payment may be made with a full-recourse promis-

                                       -6-


<PAGE>


sory note; provided that the par value of the Common Shares shall be paid
in cash.

     6.6  Other Forms of Payment. To the extent that this Section 6.6 is
          ----------------------
applicable, payment may be made in any other form that is consistent with
applicable laws, regulations and rules.

     ARTICLE 7.  STOCK APPRECIATION RIGHTS.
     ---------   -------------------------

     7.1  SAR Agreement. Each grant of an SAR under the Plan shall be evidenced
          -------------
by an SAR Agreement between the Optionee and the Company. Such SAR shall be
subject to all applicable terms of the Plan and may be subject to any other
terms that are not inconsistent with the Plan. The provisions of the various SAR
Agreements entered into under the Plan need not be identical. SARs may be
granted in consideration of a reduction in the Optionee's other compensation.

     7.2 Number of Shares. Each SAR Agreement shall specify the number of Common
         ----------------
Shares to which the SAR pertains and shall provide for the adjustment of such
number in accordance with Article 10. SARs granted to any Optionee in a single
calendar year shall in no event pertain to more than 200,000 Common Shares,
subject to adjustment in accordance with Article 10.

     7.3 Exercise Price. Each SAR Agreement shall specify the Exercise Price. An
         --------------
SAR Agreement may specify an Exercise Price that varies in accordance with a
predetermined formula while the SAR is outstanding.

     7.4 Exercisability and Term. Each SAR Agreement shall specify the date when
         -----------------------
all or any installment of the SAR is to become exercisable. The SAR Agreement
shall also specify the term of the SAR. An SAR Agreement may provide for
accelerated exercisability in the event of the Optionee's death, disability or
retirement or other events and may provide for expiration prior to the end of
its term in the event of the termination of the Optionee's service. SARs may
also be awarded in combination with Options, Restricted Shares or Stock Units,
and such an Award may provide that the SARs will not be exercisable unless the
related Options, Restricted Shares or Stock Units are forfeited. An SAR may be
included in an ISO only at the time of grant but may be included in an NSO at
the time of grant or thereafter. An SAR granted under the Plan may provide that
it will be exercisable only in the event of a Change in Control.

     7.5  Effect of Change in Control. The Committee may determine, at the time
          ---------------------------
of granting an SAR or thereafter, that such SAR shall become fully exercisable
as to all Common Shares subject to such SAR in the event that a Change in
Control occurs with respect to the Company.

     7.6  Exercise of SARs. The exercise of an SAR shall be subject to the
          ----------------
restrictions imposed by Rule 16b-3 (or its

                                       -7-


<PAGE>


successor) under the Exchange Act, if applicable. If, on the date when an
SAR expires, the Exercise Price under such SAR is less than the Fair Market
Value on such date but any portion of such SAR has not been exercised or
surrendered, then such SAR shall automatically be deemed to be exercised as of
such date with respect to such portion. Upon exercise of an SAR, the Optionee
(or any person having the right to exercise the SAR after his or her death)
shall receive from the Company (a) Common Shares, (b) cash or (c) a combination
of Common Shares and cash, as the Committee shall determine. The amount of cash
and/or the Fair Market Value of Common Shares received upon exercise of SARs
shall, in the aggregate, be equal to the amount by which the Fair Market Value
(on the date of surrender) of the Common Shares subject to the SARs exceeds the
Exercise Price.

     7.7 Modification or Assumption of SARs. Within the limitations of the Plan,
         ----------------------------------
the Committee may modify, extend or assume outstanding SARs or may accept the
cancellation of outstanding SARs (whether granted by the Company or by another
issuer) in return for the grant of new SARs for the same or a different number
of shares and at the same or a different exercise price. The foregoing
notwithstanding, no modification of an SAR shall, without the consent of the
Optionee, alter or impair his or her rights or obligations under such SAR.

     ARTICLE 8.  RESTRICTED SHARES AND STOCK UNITS.
     ---------   ---------------------------------

     8.1  Time, Amount and Form of Awards. Awards under the Plan may be granted
          -------------------------------
in the form of Restricted Shares, in the form of Stock Units, or in any
combination of both. Restricted Shares or Stock Units may also be awarded in
combination with NSOs or SARs, and such an Award may provide that the Restricted
Shares or Stock Units will be forfeited in the event that the related NSOs or
SARs are exercised.

     8.2  Payment for Awards. To the extent that an Award is granted in the form
          ------------------
of newly issued Restricted Shares, the Award recipient, as a condition to the
grant of such Award, shall be required to pay the Company in cash an amount
equal to the par value of such Restricted Shares. To the extent that an Award is
granted in the form of Restricted Shares from the Company's treasury or in the
form of Stock Units, no cash consideration shall be required of the Award
recipients.

     8.3  Vesting Conditions. Each Award of Restricted Shares or Stock Units
          ------------------
shall become vested, in full or in installments, upon satisfaction of the
conditions specified in the Stock Award Agreement. A Stock Award Agreement may
provide for accelerated vesting in the event of the Participant's death,
disability or retirement or other events. The Committee may determine, at the
time of making an Award or thereafter, that such Award shall become fully vested
in the event that a Change in Control occurs with respect to the Company.


                                       -8-


<PAGE>


     8.4  Form and Time of Settlement of Stock Units. Settlement of vested Stock
          ------------------------------------------
Units may be made in the form of (a) cash, (b) Common Shares or (c) any
combination of both, as determined by the Committee. The actual number of Stock
Units eligible for settlement may be larger or smaller than the number included
in the original Award, based on predetermined performance factors. Methods of
converting Stock Units into cash may include (without limitation) a method based
on the average Fair Market Value of Common Shares over a series of trading days.
Vested Stock Units may be settled in a lump sum or in installments. The
distribution may occur or commence when all vesting conditions applicable to the
Stock Units have been satisfied or have lapsed, or it may be deferred to any
later date. The amount of a deferred distribution may be increased by an
interest factor or by dividend equivalents. Until an Award of Stock Units is
settled, the number of such Stock Units shall be subject to adjustment pursuant
to Article 10.

     8.5  Death of Recipient. Any Stock Units Award that becomes payable after
          ------------------
the recipient's death shall be distributed to the recipient's beneficiary or
beneficiaries. Each recipient of a Stock Units Award under the Plan shall
designate one or more beneficiaries for this purpose by filing the prescribed
form with the Company. A beneficiary designation may be changed by filing the
prescribed form with the Company at any time before the Award recipient's death.
If no beneficiary was designated or if no designated beneficiary survives the
Award recipient, then any Stock Units Award that becomes payable after the
recipient's death shall be distributed to the recipient's estate.

     8.6  Creditors' Rights. A holder of Stock Units shall have no rights other
          -----------------
than those of a general creditor of the Company. Stock Units represent an
unfunded and unsecured obligation of the Company, subject to the terms and
conditions of the applicable Stock Award Agreement.

     ARTICLE 9.  VOTING AND DIVIDEND RIGHTS.
     ---------   --------------------------

     9.1  Restricted Shares. The holders of Restricted Shares awarded under the
          -----------------
Plan shall have the same voting, dividend and other rights as the Company's
other stockholders. A Stock Award Agreement, however, may require that the
holders of Restricted Shares invest any cash dividends received in additional
Restricted Shares. Such additional Restricted Shares shall be subject to the
same conditions and restrictions as the Award with respect to which the
dividends were paid. Such additional Restricted Shares shall not reduce the
number of Common Shares available under Article 3.

     9.2  Stock Units. The holders of Stock Units shall have no voting rights.
          -----------
Prior to settlement or forfeiture, any Stock Unit awarded under the Plan may, at
the Committee's discretion, carry with it a right to dividend equivalents. Such
right

                                       -9-


<PAGE>


entitles the holder to be credited with an amount equal to all cash
dividends paid on one Common Share while the Stock Unit is outstanding. Dividend
equivalents may be converted into additional Stock Units. Settlement of dividend
equivalents may be made in the form of cash, in the form of Common Shares, or in
a combination of both. Prior to distribution, any dividend equivalents which are
not paid shall be subject to the same conditions and restrictions as the Stock
Units to which they attach.

     ARTICLE 10.  PROTECTION AGAINST DILUTION.
     ----------   ---------------------------

     10.1  Adjustments. In the event of a subdivision of the outstanding Common
           -----------
Shares, a declaration of a dividend payable in Common Shares, a declaration of a
dividend payable in a form other than Common Shares in an amount that has a
material effect on the price of Common Shares, a combination or consolidation of
the outstanding Common Shares (by reclassification or otherwise) into a lesser
number of Common Shares, a recapitalization, a spinoff or a similar occurrence,
the Committee shall make such adjustments as it, in its sole discretion, deems
appropriate in one or more of:

          (a) The number of Options, SARs, Restricted Shares and Stock Units
     available for future Awards under Article 3;

          (b) The limitations set forth in Sections 5.2 and 7.2;

          (c) The number of NSOs and Stock Units to be granted to Outside
     Directors under Section 4.2;

          (d) The number of Stock Units included in any prior Award which has
     not yet been settled;

          (e) The number of Common Shares covered by each outstanding Option and
     SAR; or

          (f) The Exercise Price under each outstanding Option and SAR.

Except as provided in this Article 10, a Participant shall have no rights
by reason of any issue by the Company of stock of any class or securities
convertible into stock of any class, any subdivision or consolidation of shares
of stock of any class, the payment of any stock dividend or any other increase
or decrease in the number of shares of stock of any class.

     10.2  Reorganizations. In the event that the Company is a party to a merger
           ---------------
or other reorganization, outstanding Options, SARs, Restricted Shares and Stock
Units shall be subject to the agreement of merger or reorganization. Such
agreement may provide, without limitation, for the assumption of outstanding
Awards by the surviving corporation or its parent, for their

                                      -10-


<PAGE>

continuation by the Company (if the Company is a surviving corporation),
for accelerated vesting and accelerated expiration, or for settlement in cash.

     ARTICLE 11.  AWARDS UNDER OTHER PLANS.
     ----------   ------------------------

     The Company may grant awards under other plans or programs. Such awards may
be settled in the form of Common Shares issued under this Plan. Such Common
Shares shall be treated for all purposes under the Plan like Common Shares
issued in settlement of Stock Units and shall, when issued, reduce the number of
Common Shares available under Article 3.

     ARTICLE 12.  PAYMENT OF DIRECTOR'S FEES IN SECURITIES.
     ----------   ----------------------------------------

     12.1 Effective Date. No provision of this Article 12 shall be effective
          --------------
unless and until the Committee has determined to implement such provision.

     12.2  Elections to Receive NSOs, Restricted Shares or Stock Units. An
           -----------------------------------------------------------
Outside Director may elect to receive his or her annual retainer payments and
meeting fees from the Company in the form of cash, NSOs, Restricted Shares,
Stock Units, or a combination thereof, as determined by the Committee. Such
NSOs, Restricted Shares and Stock Units shall be issued under the Plan. An
election under this Article 12 shall be filed with the Company on the prescribed
form.

     12.3 Number and Terms of NSOs, Restricted Shares or Stock Units. The number
          ----------------------------------------------------------
of NSOs, Restricted Shares or Stock Units to be granted to Outside Directors in
lieu of annual retainers and meeting fees that would otherwise be paid in cash
shall be calculated in a manner determined by the Committee. The terms of such
NSOs, Restricted Shares or Stock Units shall also be determined by the
Committee.

     ARTICLE 13.  LIMITATION ON RIGHTS.
     ----------   --------------------

     13.1  Retention Rights. Neither the Plan nor any Award granted under the
           ----------------
Plan shall be deemed to give any individual a right to remain an employee,
consultant or director of the Company, a Parent or a Subsidiary. The Company and
its Parents and Subsidiaries reserve the right to terminate the service of any
employee, consultant or director at any time, with or without cause, subject to
applicable laws, the Company's certificate of incorporation and by-laws and a
written employment agreement (if any).

     13.2  Stockholders' Rights. A Participant shall have no dividend rights,
           --------------------
voting rights or other rights as a stockholder with respect to any Common Shares
covered by his or her Award prior to the issuance of a stock certificate for
such Common Shares. No adjustment shall be made for cash dividends or other
rights for which the record date is prior to the date when such

                                      -11-


<PAGE>

certificate is issued, except as expressly provided in Articles 8, 9 and 10.

     13.3  Regulatory Requirements. Any other provision of the Plan
           -----------------------
notwithstanding, the obligation of the Company to issue Common Shares under the
Plan shall be subject to all applicable laws, rules and regulations and such
approval by any regulatory body as may be required. The Company reserves the
right to restrict, in whole or in part, the delivery of Common Shares pursuant
to any Award prior to the satisfaction of all legal requirements relating to the
issuance of such Common Shares, to their registration, qualification or listing
or to an exemption from registration, qualification or listing.

     ARTICLE 14.  WITHHOLDING TAXES.
     ----------   -----------------

     14.1 General. To the extent required by applicable federal, state, local or
          -------
foreign law, a Participant or his or her successor shall make arrangements
satisfactory to the Company for the satisfaction of any withholding tax
obligations that arise in connection with the Plan. The Company shall not be
required to issue any Common Shares or make any cash payment under the Plan
until such obligations are satisfied.

     14.2  Share Withholding. The Committee may permit a Participant to satisfy
           -----------------
all or part of his or her withholding or income tax obligations by having the
Company withhold all or a portion of any Common Shares that otherwise would be
issued to him or her upon exercise or vesting of an Award under the Plan. Such
Common Shares shall be valued at their Fair Market Value on the date when taxes
otherwise would be withheld in cash. Any payment of taxes by having Common
Shares withheld by the Company may be subject to restrictions, including any
restrictions required by rules of the Securities and Exchange Commission.

     ARTICLE 15.  ASSIGNMENT OR TRANSFER OF AWARDS.
     ----------   --------------------------------

     15.1  General. Except as provided in Article 14, an Award granted under the
           -------
Plan shall not be anticipated, assigned, attached, garnished, optioned,
transferred or made subject to any creditor's process, whether voluntarily,
involuntarily or by operation of law. An Option or SAR may be exercised during
the lifetime of the Optionee only by him or her or by his or her guardian or
legal representative. Any act in violation of this Article 15 shall be void.
However, this Article 15 shall not preclude a Participant from designating a
beneficiary who will receive any outstanding Awards in the event of the
Participant's death, nor shall it preclude a transfer of Awards by will or by
the laws of descent and distribution.

     15.2 Trusts. Neither this Article 15 nor any other provision of the Plan
          ------
shall preclude a Participant from transferring or assigning Restricted Shares
to (a) the trustee of a trust that is revocable by such Participant alone, both
at the 

                                      -12-


<PAGE>


time of the transfer or assignment and at all times thereafter prior to
such Participant's death, or (b) the trustee of any other trust to the extent
approved in advance by the Committee in writing. A transfer or assignment of
Restricted Shares from such trustee to any person other than such Participant
shall be permitted only to the extent approved in advance by the Committee in
writing, and Restricted Shares held by such trustee shall be subject to all of
the conditions and restrictions set forth in the Plan and in the applicable
Stock Award Agreement, as if such trustee were a party to such Agreement.

     ARTICLE 16.  FUTURE OF THE PLAN.
     ----------   ------------------

     16.1  Term of the Plan. The Plan, as set forth herein, shall become
           ----------------
effective on November 28, 1995, subject to approval by the Company's
stockholders at the annual meeting scheduled to be held on June 10, 1996. In the
event that the Company's stockholders fail to approve the Plan at such meeting,
the Plan and all Awards granted under the Plan shall be rescinded, but the Prior
Plan shall remain in effect and available for making grants. This Plan shall
remain in effect until it is terminated under Section 16.2, except that no ISOs
shall be granted after November 27, 2005.

     16.2  Amendment or Termination. The Board may, at any time and for any
           ------------------------
reason, amend or terminate the Plan. An amendment of the Plan shall be subject
to the approval of the Company's stockholders only to the extent required by
applicable laws, regulations or rules. No Awards shall be granted under the Plan
after the termination thereof. The termination of the Plan, or any amendment
thereof, shall not affect any Award previously granted under the Plan.

     ARTICLE 17.  DEFINITIONS.
     ----------   -----------

     17.1 "Award" means any award of an Option, an SAR, a Restricted Share or a
           -----
Stock Unit under the Plan.

     17.2  "Board" means the Company's Board of Directors, as constituted from
            -----
time to time.

     17.3  "Change in Control" means:
            -----------------

     (a) That the holders of the voting securities of the Company have approved
a merger or consolidation of the Company with any other entity, unless:

          (i) The proposed merger or consolidation would result in the voting
     securities of the Company outstanding immediately prior thereto continuing
     to represent (either by remaining outstanding or by being converted into
     voting securities of the surviving entity) more than 50% of the total
     voting power represented by the voting securities of

                                      -13-


<PAGE>


     the Company or such surviving entity outstanding immediately after
     such merger or consolidation; or

          (ii) Prior to the effective date of such merger or consolidation, the
     Board (as constituted immediately prior to such effective date) adopts a
     resolution that for purposes of the Plan no Change in Control shall have
     occurred; which resolution may be revoked by the Board at any time in which
     case a Change in Control shall be deemed to have occurred as of the date
     such revocation becomes effective.

     (b) That a plan of complete liquidation of the Company has been adopted or
the holders of voting securities of the Company have approved an agreement for
the sale or disposition by the Company (in one transaction or a series of
transactions) of all or substantially all of the Company's assets;

     (c) That any "person" (as such term is used in sections 13(d) and 14(d) of
the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of 15% or more of the combined voting
power of the Company's then outstanding shares, unless, within 30 business days
after notice to the Company of such event, the Board (as constituted immediately
prior to such event) adopts a resolution that for purposes of the Plan no Change
in Control shall have occurred (which resolution may be revoked by the Board at
any time, in which case a Change in Control shall be deemed to have occurred as
of the date such revocation becomes effective);

     (d) That, during any period of two consecutive years, members who at the
beginning of such period constituted the Board have ceased for any reason to
constitute a majority thereof, unless the election, or nomination for election
by the Company's stockholders, of each director has been approved by the vote of
at least two-thirds of the directors then still in office who were directors at
the beginning of such period; or

     (e) The occurrence of any other change in control of a nature that would be
required to be reported in accordance with Item 1(a) of Form 8-K pursuant to
sections 13 or 15(d) of the Exchange Act or in the Company's proxy statement in
accordance with Schedule 14A of Regulation 14A promulgated under the Exchange
Act (or in any successor forms or regulations to the same effect), unless,
within 30 business days after notice to the Company of such events, the Board
(as constituted immediately prior to such event) adopts a resolution that for
purposes of the Plan no Change in Control shall have occurred (which resolution
may be revoked by the Board at any time, in which case a Change in Control shall
be deemed to have occurred as of the date such revocation becomes effective).


                                      -14-

<PAGE>


     17.4  "Code" means the Internal Revenue Code of 1986, as amended.
            ----

     17.5 "Committee" means a committee of the Board, as described in Article 2.
           ---------

     17.6  "Common Share" means one share of the common stock of the Company.
            ------------

     17.7  "Company" means Fibreboard Corporation, a Delaware corporation.
            -------

     17.8  "Exchange Act" means the Securities Exchange Act of 1934, as amended.
            ------------

     17.9 "Exercise Price," in the case of an Option, means the amount for which
           --------------
one Common Share may be purchased upon exercise of such Option, as specified in
the applicable Stock Option Agreement. "Exercise Price," in the case of an SAR,
means an amount, as specified in the applicable SAR Agreement, which is
subtracted from the Fair Market Value of one Common Share in determining the
amount payable upon exercise of such SAR.

     17.10  "Fair Market Value" means the market price of Common Shares,
             -----------------
determined by the Committee as follows:

          (a) If the Common Shares were traded over-the-counter on the date in
     question but were not classified as a national market issue, then the Fair
     Market Value shall be equal to the mean between the last reported
     representative bid and asked prices quoted by the Nasdaq system for such
     date;

          (b) If the Common Shares were traded over-the-counter on the date in
     question and were classified as a national market issue, then the Fair
     Market Value shall be equal to the last-transaction price quoted by the
     Nasdaq system for such date;

          (c) If the Common Shares were traded on a stock exchange on the date
     in question, then the Fair Market Value shall be equal to the closing price
     reported by the applicable composite transactions report for such date; and

          (d) If none of the foregoing provisions is applicable, then the Fair
     Market Value shall be determined by the Committee in good faith on such
     basis as it deems appropriate.

Whenever possible, the determination of Fair Market Value by the Committee
shall be based on the prices reported in the Western Edition of The Wall Street
Journal. Such determination shall be conclusive and binding on all persons.


                                      -15-


<PAGE>

     17.11  "ISO" means an incentive stock option described in section 422(b) of
             ---
the Code.

     17.12  "Key Employee" means (a) a common-law employee of the Company, a
             ------------
Parent or a Subsidiary, (b) an Outside Director and (c) a consultant or adviser
who provides services to the Company, a Parent or a Subsidiary as an independent
contractor. Service as an Outside Director or as an independent contractor shall
be considered employment for all purposes of the Plan, except as provided in
Sections 4.2 and 4.3.

     17.13  "NSO" means a stock option not described in sections 422 or 423 of
             ---
the Code.

     17.14 "Option" means an ISO or NSO granted under the Plan and entitling the
            ------
holder to purchase one Common Share.

     17.15  "Optionee" means an individual or estate who holds an Option or SAR.
             --------

     17.16  "Outside Director" shall mean a member of the Board who is not a
             ----------------
common-law employee of the Company, a Parent or a Subsidiary.

     17.17  "Parent" means any corporation (other than the Company) in an
             ------
unbroken chain of corporations ending with the Company, if each of the
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain. A corporation that attains the status of a Parent on
a date after the adoption of the Plan shall be considered a Parent commencing as
of such date.

     17.18  "Participant" means an individual or estate who holds an Award.
             -----------

     17.19  "Plan" means this Fibreboard Corporation 1995 Stock Incentive Plan,
             ----
as amended from time to time.

     17.20 "Prior Plan" means the Fibreboard Corporation Restated 1988 Employee
            ----------
Stock Option and Rights Plan.

     17.21  "Restricted Share" means a Common Share awarded under the Plan.
             ----------------

     17.22  "SAR" means a stock appreciation right granted under the Plan.
             ---

     17.23  "SAR Agreement" means the agreement between the Company and an
             -------------
Optionee which contains the terms, conditions and restrictions pertaining to his
or her SAR.

     17.24  "Stock Award Agreement" means the agreement between the Company and
             ---------------------
the recipient of a Restricted Share or Stock

                                      -16-


<PAGE>


Unit which contains the terms, conditions and restrictions pertaining to
such Restricted Share or Stock Unit.

     17.25  "Stock Option Agreement" means the agreement between the Company and
             ----------------------
an Optionee which contains the terms, conditions and restrictions pertaining to
his or her Option.

     17.26 "Stock Unit" means a bookkeeping entry representing the equivalent of
            ----------
one Common Share, as awarded under the Plan.

     17.27  "Subsidiary" means any corporation (other than the Company) in an
             ----------
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain. A corporation that attains
the status of a Subsidiary on a date after the adoption of the Plan shall be
considered a Subsidiary commencing as of such date.

     ARTICLE 18.  EXECUTION.
     ----------   ---------

     To record the adoption of the Plan by the Board, the Company has caused its
duly authorized officer to affix the corporate name and seal hereto.


                                        FIBREBOARD CORPORATION




                                        By
                                           ------------------------------------


                                      -17-



<PAGE>


                                                                     Exhibit 5.1


                                November 20, 1996


Fibreboard Corporation
2200 Ross Ave. #3600
Dallas, TX  75201


     Re: Registration Statement on Form S-8


Ladies and Gentlemen:

     With reference to the Registration Statement on Form S-8 to be filed by
Fibreboard Corporation, a Delaware corporation (the "Company"), with the
Securities and Exchange Commission under the Securities Act of 1933, relating to
500,000 shares of the Company's common stock, par value $0.01 (the "Common
Stock"), issuable pursuant to the Company's 1995 Stock Incentive Plan (the
"Plan"), it is our opinion that the Common Stock, when issued and sold in
accordance with the Plan, will be legally issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.

                                        Very truly yours,


                                        /s/ Pillsbury Madison & Sutro LLP






<PAGE>


                                                                    Exhibit 23.1




                       CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in this registration statement
on Form S-8 of our reports dated February 2, 1996 on our audits of the
consolidated financial statements and financial statement schedules of
Fibreboard Corporation.



                                       /s/ ARTHUR ANDERSEN LLP


San Francisco, CA
November 20, 1996



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission