<PAGE>
As filed with the Securities and Exchange Commission on May 9, 1995
Registration No. 33-______
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act Of 1933
_____________________
STONE CONTAINER CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 36-2041256
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
150 North Michigan Avenue, 60601
Chicago, Illinois
(Address of principal executive offices) (Zip Code)
___________________
Stone Container Corporation
1995 Long-Term Incentive Plan
(Full title of the plan)
Copy to:
ARNOLD F. BROOKSTONE JIM L. KAPUT
Executive Vice-President- Sidley & Austin
Chief Financial and Planning Officer One First National Plaza
Stone Container Corporation Chicago, Illinois 60603
150 North Michigan Avenue (312) 853-7000
Chicago, Illinois 60601
(312) 346-6600
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share price registration fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 13,000,000 (2) $19.25 $250,250,000 $86,294(3)
$.01 par value (1)
- ------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Each share of Common Stock has associated with it one preferred share
purchase right (a "Right"). Rights initially are carried and traded with
the Common Stock. The value attributable to the Rights, if any, is
reflected in the market price of the Common Stock.
(2) Plus such additional number of shares and Rights as may be issuable by
reason of the operation of the antidilution provisions of the Stone
Container Corporation 1995 Long-Term Incentive Plan.
(3) Pursuant to Rule 457(h), the registration fee has been calculated based
upon the average of the high and low prices of Common Stock on May 8, 1995
reported in the Wall Street Journal as New York Stock Exchange Composite
Transactions.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Stone Container Corporation ("Stone
Container" or the "Company") are incorporated herein by reference:
(a) Stone Container's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994;
(b) Stone Container's Report on Form 8-K dated February 6, 1995;
(c) The description of Stone Container common stock, par value $.01
per share (the "Common Stock") which is contained in a registration statement
filed under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including any subsequent amendment or any report filed for the purpose of
updating such description; and
(d) The description of the Stone Container preferred share purchase
rights (the "Rights") which is contained in a registration statement filed under
the Exchange Act, including any subsequent amendment or report filed for the
purpose of updating such description.
All documents filed by Stone Container pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold are deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the respective dates of
filing of such documents. Any statement contained in a document incorporated by
reference herein is deemed to be modified or superseded for all purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to Section 145 ("Section 145") of the Delaware
General Corporation Law of the State of Delaware (the "Delaware GCL") which
provides for indemnification of directors and officers in certain circumstances.
In accordance with Section 102(b)(7) of the Delaware GCL, the
Company's Restated Certificate of Incorporation provides that directors shall
not be personally liable for monetary damages for breaches of their fiduciary
duty as directors except for (i) breaches of their duty of loyalty to the
Company or its stockholders, (ii) acts or omissions not in good faith or which
involve intentional misconduct or knowing violations of law, (iii) under Section
174 of the Delaware GCL (unlawful payment of dividends) or (iv) transactions
from which a director derives an improper personal benefit.
The Restated Certificate of Incorporation of the Company provides for
indemnification of directors and officers to the full extent provided by the
Delaware GCL, as amended from time to time. It states that the indemnification
provided therein shall not be deemed exclusive. The Company may maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Company, or another corporation, partnership, joint venture, trust
or other enterprise against any expense, liability or loss, whether or not the
Company would have the power to indemnify him against such expense, liability or
loss, under the provisions of the Delaware GCL.
Pursuant to Section 145 and the Restated Certificate of Incorporation,
the Company maintains directors' and officers' liability insurance coverage.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description of Exhibit
- ------- ----------------------
4(a) Restated Certificate of Incorporation of Stone Container, filed
as Exhibit 3(a) to Stone Container's Registration Statement on
Form S-1, filed on July 27, 1994, File No. 33-54769, is hereby
incorporated by reference.
*4(b) By-laws of Stone Container, as amended and in effect March 27,
1995.
II-2
<PAGE>
*4(c) Stone Container Corporation 1995 Long-Term Incentive Plan.
4(d) Rights Agreement, dated as of July 25, 1988, between Stone
Container and The First National Bank of Chicago, filed as
Exhibit 1 to Stone Container's Registration Statement on Form 8-A
dated July 27, 1988, is hereby incorporated by reference.
4(e) Amendment to Rights Agreement, dated as of July 23, 1990, between
Stone Container and The First National Bank of Chicago, filed as
Exhibit 1A to Stone Container's Form 8 dated August 2, 1990
amending the Company's Registration Statement on Form 8-A dated
July 27, 1988, is hereby incorporated by reference.
*5 Opinion of Leslie T. Lederer, Vice President, Secretary and
Counsel of the Company.
*23(a) Consent of Price Waterhouse LLP.
*23(b) The consent of Leslie T. Lederer is contained in his opinion
filed as Exhibit 5 to the Registration Statement.
*24 Powers of Attorney.
_________________________
* Filed herewith
ITEM 9. UNDERTAKINGS
(a) The registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material
II-3
<PAGE>
change to such information in the registration statement.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and 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 the registration statement.
(2) That, for purposes 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 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 the
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.
II-4
<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 Chicago, State of Illinois, on this 9th day of May,
1995.
STONE CONTAINER CORPORATION
By: Leslie T. Lederer
---------------------------------------
Leslie T. Lederer
Vice-President
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 9, 1995:
* Chairman of the Board, President
- ------------------------------ and Chief Executive Officer
Roger W. Stone (Principal Executive Officer)
* Executive Vice-President - Chief
- ------------------------------ Financial and Planning Officer
Arnold F. Brookstone (Principal Financial Officer)
* Senior Vice-President and Corporate
- ------------------------------ Controller (Principal Accounting
Thomas P. Cutilletta Officer)
Director
- ------------------------------
Richard A. Giesen
* Director
- ------------------------------
James J. Glasser
* Director
- ------------------------------
Jack M. Greenberg
Director
- ------------------------------
George D. Kennedy
II-5
<PAGE>
Director
- ------------------------------
Howard C. Miller, Jr.
* Director
- ------------------------------
John D. Nichols
* Director
- ------------------------------
Jerry K. Pearlman
* Director
- ------------------------------
Richard J. Raskin
* Director
- ------------------------------
Alan Stone
* Director
- ------------------------------
Avery J. Stone
Director
- ------------------------------
Ira N. Stone
* Director
- ------------------------------
James H. Stone
*By: Leslie T. Lederer
-----------------------------
Leslie T. Lederer
(Attorney-in-fact)
II-6
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit Page
- ------- ---------------------- ----
4(a) Restated Certificate of Incorporation of Stone Container,
filed as Exhibit 3(a) to Stone Container's Registration
Statement on Form S-1, filed on July 27, 1994, File No.
33-54769, is hereby incorporated by reference.
*4(b) By-laws of Stone Container, as amended and in effect
March 27, 1995.
*4(c) Stone Container Corporation 1995 Long-Term Incentive Plan.
4(d) Rights Agreement, dated as of July 25, 1988, between Stone
Container and The First National Bank of Chicago, filed as
Exhibit 1 to Stone Container's Registration Statement on
Form 8-A dated July 27, 1988, is hereby incorporated by
reference.
4(e) Amendment to Rights Agreement, dated as of July 23, 1990,
between Stone Container and The First National Bank of
Chicago, filed as Exhibit 1A to Stone Container's Form 8
dated August 2, 1990 amending the Company's Registration
Statement on Form 8-A dated July 27, 1988, is hereby
incorporated by reference.
*5 Opinion of Leslie T. Lederer, Vice President, Secretary
and Counsel of the Company.
*23(a) Consent of Price Waterhouse LLP.
*23(b) The consent of Leslie T. Lederer is contained in his
opinion filed as Exhibit 5 to the Registration Statement.
*24 Powers of Attorney.
____________________
* Filed herewith
<PAGE>
EXHIBIT 4(b)
BY-LAWS
OF
STONE CONTAINER CORPORATION
AS AMENDED AND IN EFFECT
MARCH 27, 1995
<PAGE>
BY-LAWS
OF
STONE CONTAINER CORPORATION
ARTICLE I
STOCKHOLDERS
Section 1.1 ANNUAL MEETING. The annual meeting of stockholders for
the election of directors and the transaction of such other business as may
properly come before it shall be held on the second Tuesday of May of each year,
or such other date, and at such time and place, within or without the State of
Delaware, as shall be determined by resolution of the Board of Directors. If
the day fixed for the annual meeting is a legal holiday, such meeting shall be
held on the next succeeding business day.
Except as otherwise provided by the laws of Delaware or the
Certificate of Incorporation of the Corporation, the only business which
properly shall be conducted at any annual meeting of stockholders shall (a) have
been specified in the written notice of the meeting (or any supplement thereto)
given as provided in Section 1.3, (b) be brought before the meeting by or at the
direction of the Board of Directors or the officer of the Corporation presiding
at the meeting or (c) have been specified in a written notice (a "Stockholder
Meeting Notice") given to the Corporation, in accordance with all of the
following requirements, by or on behalf of any stockholder who is entitled to
vote at such meeting. Each Stockholder Meeting Notice must be delivered
personally to, or be mailed to and received by, the Secretary of the Corporation
at the principal executive offices of the Corporation, in Chicago, Illinois, not
less than sixty nor more than ninety days prior to the annual meeting; PROVIDED,
HOWEVER, that in the event that less than seventy days' notice or prior public
disclosure of the date of the annual meeting is given or made to stockholders,
notice by the stockholder to be timely must be received not later than the close
of business on the tenth day following the day on which such notice of the date
of the annual meeting was mailed or such public disclosure was made, whichever
first occurs. Each Stockholder Meeting Notice shall set forth: (a) a
description of each item of business proposed to be brought before the meeting
and the reasons for conducting such business at the annual meeting; (b) the name
and record address of the stockholder proposing to bring such item of business
before the meeting; (c) the class and number of shares of capital stock held of
record, owned beneficially and represented by proxy by such stockholder as of
the record date for the meeting (if such date shall then have been made publicly
available) and as of the date of such Stockholder Meeting Notice; and (d) such
other information which would be required to be included in a proxy statement
filed with the Securities and Exchange Commission if, with respect to any such
item of business, such stockholder were a participant in a solicitation subject
to Section 14 of the Securities Exchange Act of 1934, as amended. No business
shall be brought before any annual meeting of stockholders of the Corporation
otherwise than as provided in this Section 1.1; PROVIDED, HOWEVER, that nothing
contained in this Section 1.1 shall be deemed to preclude discussion by any
stockholder of any business properly brought before the annual meeting. The
officer of the Corporation presiding at the annual meeting of stockholders
shall, if the facts so warrant, determine that business was not properly brought
before the meeting in accordance with the provisions of this Section 1.1 and, if
such officer should so determine, such officer shall so declare to the meeting
and any such business so determined to be not properly brought before the
meeting shall not be transacted.
Section 1.2 SPECIAL MEETING. Special meetings of stockholders may
only be called by the Board of Directors or the Chairman of the Board. Special
meetings of stockholders may be held at such places, within or without the State
of Delaware, as may be specified in the call of any meeting.
Section 1.3 NOTICE OF MEETINGS AND ADJOURNED MEETINGS. Written
notice of every meeting of stockholders stating the place, date, time and
purposes thereof, shall, except when otherwise required by the laws of the State
of Delaware, be mailed at least ten but not more than sixty days prior to the
meeting to each stockholder of record entitled to vote thereat. Any meeting at
which a quorum of stockholders is present, in
<PAGE>
person or by proxy, may adjourn from time to time without notice other than
announcement at such meeting until its business is completed. At the adjourned
meeting, the Corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.
Section 1.4. QUORUM. The holders of a majority of the shares of
capital stock of the Corporation issued and outstanding and entitled to vote,
present in person or by proxy, shall, except as otherwise provided by law,
constitute a quorum for the transaction of business at all meetings of
stockholders. If at any meeting a quorum is not present, the chairman of the
meeting or the holders of the majority of the voting power of the shares of
capital stock present or represented may adjourn the meeting from time to time
until a quorum is present. At the adjourned meeting, the Corporation may
transact any business that might have been transacted at the original meeting.
If the adjournment is for more than thirty days, or if after the adjournment a
new record dated is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting. The stockholders present or represented at a duly called or held
meeting at which a quorum is present may continue to transact business until
final adjournment notwithstanding the withdrawal of enough stockholders to leave
less than a quorum.
Section 1.5 VOTING. (a) Except as otherwise provided in the
Certificate of Incorporation of the Corporation or these By-Laws, each holder of
capital stock entitled to vote at a stockholders' meeting shall, as to all
matters in respect of which such capital stock has voting rights, be entitled to
one vote in person or by written proxy for each share of capital stock owned of
record by him, but no proxy shall be voted or acted upon after three years from
its date unless the proxy provides for a longer period. No vote upon any matter
need be by ballot unless demanded by the holders of at least ten percent of the
voting power of the shares represented and entitled to vote at the meeting.
Except as provided in Section 1.5(b) of these By-Laws with respect to the
election of directors, all questions or matters shall be decided by a majority
of the votes cast, unless otherwise required by the laws of the State of
Delaware, the Certificate of Incorporation or these By-Laws.
(b) In all elections for directors, each stockholder entitled to vote
thereat shall be entitled to as many votes as shall equal the number of votes
which (except for this Section 1.5(b)) such stockholder would be entitled to
cast for the election of directors with respect to such stockholder's shares of
stock multiplied by the number of directors to be elected, and such stockholder
may cast all of such votes for a single director or may distribute them among
the number to be voted for or for any two or more of them as such stockholder
may see fit.
Section 1.6 CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. (a) Any
action required to be taken or which may be taken at any annual or special
meeting of stockholders of the Corporation may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted.
(b) Within three business days after receipt of the earliest dated
consent delivered to the Corporation in the manner provided in Section 228(c) of
the Delaware General Corporation Law or the determination by the Board of
Directors of the Corporation that the Corporation should seek corporate action
by written consent, as the case may be, the Secretary of the Corporation shall
engage nationally recognized independent inspectors of elections for the purpose
of performing a ministerial review of the validity of the consents and
revocations. The cost of retaining inspectors of election shall be borne by the
Corporation.
(c) Consents and revocations shall be delivered to the inspectors
upon receipt by the Corporation, any stockholder or stockholders soliciting
consents or soliciting revocations in opposition to action by consent proposed
by the Corporation ("Soliciting Stockholders"), proxy solicitors of the
Corporation or Soliciting Stockholders or other designated agents. As soon as
consents and revocations are received, the
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<PAGE>
inspectors shall review the consents and revocations and shall maintain a count
of the number of valid and unrevoked consents. The inspectors shall keep such
count confidential and shall not reveal the count to the Corporation, the
Soliciting Stockholders, representatives of the Corporation or the Soliciting
Stockholders or any other entity. As soon as practicable after the earlier of
(i) sixty days after the date of the earliest dated consent delivered to the
Corporation in the manner provided in Section 228(c) of the Delaware General
Corporation Law or (ii) a written request therefor by the Corporation or
Soliciting Stockholders, whichever is soliciting consents, notice of which
request shall be given to the party opposing the solicitation of consents, if
any, and which shall state that the Corporation or Soliciting Stockholders, as
the case may be, have a good faith belief that the requisite number of valid and
unrevoked consents to authorize or take the action specified in the consents has
been received in accordance with these By-Laws, the inspectors shall issue a
preliminary report to the Corporation and the Soliciting Stockholders stating:
(i) the number of valid consents; (ii) the number of valid revocations; (iii)
the number of valid and unrevoked consents; (iv) the number of invalid consents;
(v) the number of invalid revocations; (vi) whether, based on their preliminary
count, the requisite number of valid and unrevoked consents has been obtained to
authorize or take the action specified in the consents.
(d) Unless the Corporation and the Soliciting Stockholders shall
agree to a shorter or longer period, the Corporation and the Soliciting
Stockholders shall have 48 hours to review the consents and revocations and to
advise the inspectors and the opposing party in writing as to whether they
intend to challenge the preliminary report of the inspectors. If no written
notice of an intention to challenge the preliminary report is received within 48
hours after the inspectors' issuance of the preliminary report, the inspectors
shall issue to the Corporation and the Soliciting Stockholders their final
report containing the information from the inspectors' determination with
respect to whether the requisite number of valid and unrevoked consents was
obtained to authorize or take the action specified in the consents. If the
Corporation or the Soliciting Stockholders issue written notice of an intention
to challenge the inspectors' preliminary report within 48 hours after the
issuance of that report, a challenge session shall be scheduled by the
inspectors as promptly as practicable. A transcript of the challenge session
shall be recorded by a certified court reporter. Following completion of the
challenge session, the inspectors shall as promptly as practicable issue their
final report to the Soliciting Stockholders and the Corporation, which report
shall contain the information included in the preliminary report, plus all
changes in the vote totals as a result of the challenge or otherwise and a
certification of whether the requisite number of valid and unrevoked consents
was obtained to authorize or take the action specified in the consents. A copy
of the final report of the inspectors shall be included in the book in which the
proceedings of meetings of stockholders are recorded.
(e) The Corporation shall give prompt notice to the stockholders of
the results of any consent solicitation or the taking of the corporate action
without a meeting by less than unanimous written consent.
Section 1.7 FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.
(a) In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of capital stock or for the purpose of any other
lawful action other than stockholder action by written consent, the Board of
Directors may fix, in advance, a record date, which shall not be more than sixty
nor less than ten days before the date of such meeting, nor more than sixty days
prior to any such other action.
(b) If no record date is fixed:
(1) The record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the
day on which the meeting is held.
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<PAGE>
(2) The record date for determining stockholders for any other
purpose other than stockholder action by written consent shall be at the
close of business on the day on which the Board of Directors adopts the
resolution relating thereto.
(c) A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; PROVIDED, HOWEVER, that the Board of Directors may fix a new record
date for the adjourned meeting.
(d) In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix, in advance, a record date, which shall not be more than
ten days after the date upon which the resolution fixing the record date is
adopted by the Board of Directors. Any stockholder or record seeking to have
the stockholders authorize or take corporate action by written consent shall, by
written notice to the Secretary of the Corporation at its principal executive
offices in Chicago, Illinois, request the Board of Directors to fix a record
date. The Board of Directors shall promptly, but in all events within ten days
after the date on which such a request is received, adopt a resolution fixing
the record date. If no record date has been fixed by the Board of Directors
within ten days after the date on which such a request is received, the record
date for determining stockholders entitled to consent to corporate action in
writing without a meeting, when no prior action by the Board of Directors is
required by applicable law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Corporation by delivery to its registered office in the State of Delaware,
its principal place of business, or an officer or agent of the Corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by applicable law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the date on which the Board of
Directors adopts the resolution taking such prior action.
ARTICLE II
DIRECTORS
Section 2.1 NUMBER, ELECTION AND TERM OF OFFICE OF DIRECTORS. The
Board of Directors of the Corporation shall consist of thirteen directors,
except that from time to time, such number shall be deemed, for all purposes of
these By-Laws and otherwise, increased or decreased (each such increase or
decrease to occur automatically without any action required by the Corporation,
the Board of Directors or the stockholders) to the extent required by the terms
of any issued and outstanding series of preferred stock of the Corporation.
Each director shall hold office until his successor is elected and qualified or
until his earlier resignation or removal. No director need be a stockholder.
Section 2.2 RESIGNATION OR REMOVAL. Any director may resign by
giving written notice to the Board of Directors or the Chairman of the Board,
any such resignation shall take effect at the time of receipt of notice thereof
or at any later time specified therein, and, unless expressly required,
acceptance of such resignation shall not be necessary to make it effective.
Except as otherwise required by the laws of the State of Delaware, the
Certificate of Incorporation or in any Preferred Stock Designation (as defined
in Article Fourth of the Certificate of Incorporation), any director may be
removed, with or without cause, by the affirmative vote or consent of the
holders of a majority of the voting power of shares of capital stock issued and
outstanding and entitled to vote.
Section 2.3 VACANCIES. Except as otherwise required by the
Certificate of Incorporation or in any Preferred Stock Designation, any vacancy
occurring in the Board of Directors and any directorship to be filled by reason
of an increase in the number of directors may be filled by a majority of the
directors then in office, although less than a quorum, or by the stockholders.
A director elected to fill a vacancy shall hold
-4-
<PAGE>
office until his successor is elected and qualified or until his earlier
resignation or removal. Except as otherwise required by the Certificate of
Incorporation, when one or more directors shall resign from the Board of
Directors, effective at a future date, a majority of the directors then in
office, including those who have so resigned, shall have the power to fill such
vacancy or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold
office as provided in this Section 2.3 for the filling of other vacancies.
Section 2.4 PLACE OF MEETINGS. Meetings of the Board of Directors
may be held at such places, within or without the State of Delaware, as the
Board of Directors may from time to time determine or as may be specified in the
call of any meetings.
Section 2.5 REGULAR MEETINGS. A regular annual meeting of the Board
of Directors shall be held without call or notice immediately after and at the
same general place as the annual meeting of stockholders, for the purpose of
organizing the Board of Directors, electing officers and transacting any other
business that may properly come before the meeting. Additional regular meetings
of the Board of Directors may be held without call or notice at such place and
at such time as shall be fixed by resolution of the Board of Directors.
Section 2.6 SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Chairman of the Board of Directors or any two
directors then in office. Notice of special meetings either shall be mailed by
the Secretary to each director at least two days before the meeting or shall be
given personally or telegraphed or telecopied to each director by the Secretary
at least twenty-four hours before the meeting. Such notice shall set forth the
date, time and place of such meeting but need not, unless otherwise required by
law, state the purpose of the meeting.
Section 2.7 QUORUM AND VOTING. A majority of the entire Board of
Directors shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors unless otherwise provided by the laws of the State of Delaware, the
Certificate of Incorporation or these By-Laws. A majority of the directors
present at any meeting at which a quorum is present may adjourn the meeting to
any other date, time or place without further notice other than announcement at
the meeting. If at any meeting a quorum is not present, a majority of the
directors present may adjourn the meeting to any other date, time or place
without notice other than announcement at the meeting until a quorum is present.
Section 2.8 COMPENSATION. The directors shall be paid their
reasonable expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors and an annual retainer or salary for services as a director.
No such payment shall preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.
Section 2.9 TELEPHONIC MEETINGS. Members of the Board of Directors
may participate in a meeting of the Board of Directors by means of conference
telephone or other similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this Section 2.9 shall constitute presence in person at such
meeting.
Section 2.10 RETIREMENT. No person shall be nominated or elected to
the office of director of the Corporation if he or she has attained, as of the
date of the annual or special meeting of stockholders at which he or she is to
be elected, the age of 70.
Section 2.11 HONORARY DIRECTORS. Mr. Marvin N. Stone and Mr. Jerome
H. Stone shall be honorary directors and, as such, shall be entitled to notice
of and to participate at meetings of directors, but shall have no vote.
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Section 2.12 EXECUTIVE COMMITTEE. The Board of Directors may, in its
discretion by resolution passed by a majority of the Board of Directors,
designate an Executive Committee consisting of such number of directors as the
Board of Directors shall determine. The Executive Committee shall have and may
exercise all of the authority of the Board of Directors in the management of the
Corporation with respect to any matter which may require action prior to, or
which in the opinion of the Executive Committee may be inconvenient,
inappropriate or undesirable to be postponed until, the next meeting of the
Board of Directors; PROVIDED, the Executive Committee shall have no authority to
obligate the Corporation to any expenditure or liability in excess of $1,500,000
in respect of any one project or series of related projects unless in
furtherance of resolutions or actions previously adopted by the Board of
Directors; and FURTHER PROVIDED, the Executive Committee shall not have the
power or authority of the Board of Directors in reference to amending the
Certificate of Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of a dissolution,
or amending these By-Laws. Any member of the Board of Directors may request the
Chairman of the Executive Committee to call a meeting of the Executive Committee
with respect to a specified subject.
Section 2.13 OTHER COMMITTEES. The Board of Directors may from time
to time, in its discretion, by resolution passed by a majority of the Board of
Directors, designate, and appoint, other committees of one or more directors
which shall have and may exercise such lawfully delegable powers and duties
conferred or authorized by the resolutions of designation and appointment. The
Board shall have power at any time to change the members of any such committee,
to fill vacancies, and to discharge any such committee.
Section 2.14 NOMINATIONS. Except as otherwise provided in the
Certificate of Incorporation or any Preferred Stock Designation relating to the
rights of the holder of any one or more classes or series of preferred stock
issued by the Corporation, acting separately by class or series, to elect, under
specified circumstances, directors at a meeting of stockholders, nominations for
the election of directors may be made by the Board of Directors or a committee
appointed by the Board of Directors or by any stockholder entitled to vote in
the election of directors generally. However, any stockholder entitled to vote
in the election of directors generally may nominate one or more persons for
election as directors at a meeting at which directors are to be elected only if
written notice of such stockholder's intent to make such nomination or
nominations has been delivered personally to, or been mailed to and received by,
the Secretary of the Corporation at the principal executive offices of the
Corporation in Chicago, Illinois, not less than sixty days nor more than ninety
days prior to the meeting; PROVIDED, HOWEVER, that, in the event that less than
seventy days' notice or prior public disclosure of the date of the meeting is
given or made to stockholders, notice by the stockholder to be timely must be
received not later than the close of business on the tenth day following the day
on which such notice of the date of the meeting was mailed or such public
disclosure was made, whichever first occurs. Each such notice shall set forth:
(i) the name and record address of the stockholder who intends to make the
nomination; (ii) the name, age, principal occupation or employment, business
address and residence address of the person or persons to be nominated;
(iii) the class and number of shares of capital stock held of record, owned
beneficially and represented by proxy by such stockholder and by the person or
persons to be nominated as of the record date for the meeting (if such date
shall then have been made publicly available) and the date of such notice;
(iv) a representation that the stockholder intends to appear in person or by
proxy at the meeting to nominate the person or persons specified in the notice;
(v) a description of all arrangements or understandings between such stockholder
and each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by such
stockholder; (vi) such other information regarding each nominee proposed by such
stockholder as would be required to be included in a proxy statement filed
pursuant to the Securities Exchange Act of 1934, as amended, and the proxy rules
of the Securities and Exchange Commission; and (vii) the consent of each nominee
to serve as a director of the Corporation if so elected. The Corporation may
require any proposed nominee to furnish such other information as may reasonably
be required by the Corporation to determine the eligibility of such proposed
nominee to serve as a director of the Corporation. The officer of the
Corporation presiding at the meeting of stockholders shall, if the facts so
warrant, determine that a nomination was not made in accordance with the
provisions of this Section
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2.14 and, if such officer should so determine, such officer shall so declare to
the meeting and the defective nomination shall be disregarded. No person shall
be eligible for election as a director of the Corporation unless nominated in
accordance with the procedures set forth in these By-Laws.
ARTICLE III
OFFICERS
Section 3.1 NUMBER AND DESIGNATION. The officers of the Corporation
shall be a Chairman of the Board, a President, one or more Vice Presidents (the
number thereof to be determined by the Board of Directors and one or more of
whom may be designated as Executive Vice Presidents or Senior Vice Presidents),
a Secretary and a Treasurer, and such Assistant Secretaries, Assistant
Treasurers or other officers as may be elected or appointed by the Board of
Directors. Any two or more offices may be held by the same person, except that
no one person may hold the offices of both Chairman of the Board and Secretary
nor both President and Secretary.
Section 3.2 ELECTION AND TERM OF OFFICE. The officers of the
Corporation shall be elected annually by the Board of Directors at the first
meeting of the Board of Directors held after each annual meeting of
stockholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be.
Vacancies may be filled or new offices created and filled at any meeting of the
Board of Directors. Each officer shall hold office until his or her successor
shall have been duly elected and shall have qualified or until his or her
earlier resignation or removal.
Section 3.3 REMOVAL. Any officer or agent elected or appointed by
the Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.
Section 3.4 VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
Section 3.5 CHAIRMAN OF THE BOARD. The Chairman of the Board shall
be the chief executive officer of the Corporation and shall in general supervise
and control all of the business and affairs of the Corporation. The Chairman of
the Board may sign, alone or with the Secretary or any other proper officer of
the Corporation thereunto authorized by the Board of Directors, any deeds,
mortgages, bonds, contracts, or other instruments which the Board of Directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these By-
Laws to some other officer or agent of the Corporation, or shall be required by
law to be otherwise signed or executed, and in general he shall perform all
duties incident to the office of Chairman of the Board and such other duties as
from time to time may be prescribed by the Board of Directors. When present, he
shall preside at all meetings of the stockholders and of the Board of Directors.
Section 3.6 PRESIDENT. The President shall be the principal officer
of the Corporation, second only to the Chairman of the Board. In the absence of
the Chairman of the Board or in the event of his or her inability or refusal to
act as Chairman of the Board, the President shall perform the duties of the
Chairman of the Board and, when so acting, shall have all the powers of, and be
subject to all the restrictions upon, the Chairman of the Board. He or she may
sign, alone or with the Secretary or any other proper officer of the Corporation
thereunto authorized by the Board of Directors, any deeds, mortgages, bonds,
contracts, or other instruments which the Board of Directors has authorized to
be executed, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these By-Laws to some other
officer or agent of the Corporation, or shall be required by law to be otherwise
signed or executed, and in
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general he shall perform all duties incident to the office of President and such
other duties as from time to time may be prescribed by the Board of Directors or
the Chairman of the Board.
Section 3.7 THE VICE PRESIDENTS. In the absence of the President or
in the event of his or her inability or refusal to act, the Vice President (or
in the event there be more than one Vice President, the Vice Presidents in the
order of their election) shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the President. Any Vice President shall perform such duties as from time to
time may be assigned to him or her by the Chairman of the Board, the President
or by the Board of Directors.
Section 3.8 THE TREASURER. If required by the Board of Directors,
the Treasurer shall give a bond for the faithful discharge of his duties in such
sum and with such surety or sureties as the Board of Directors shall determine.
The Treasurer shall have charge and custody of and be responsible for all funds
and securities of the Corporation, receive and give receipts for moneys due and
payable to the Corporation from any source whatsoever, and deposit all such
moneys in the name of the Corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Article
IV of these By-Laws. The Treasurer shall in general perform all the duties
incident to the office of Treasurer and such other duties as from time to time
may be assigned to him or her by the Chairman of the Board, the President or by
the Board of Directors.
Section 3.9 THE SECRETARY. The Secretary shall: (a) keep the
minutes of the stockholders' and of the Board of Directors' meetings in one or
more books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these By-Laws or as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation; (d) keep
a register of the post office address of each stockholder which shall be
furnished to the Secretary by such stockholder; (e) have general charge of the
stock transfer books of the Corporation; and (f) in general perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him or her by the President or the Board of Directors.
Section 3.10 ASSISTANT TREASURERS AND SECRETARIES. The Assistant
Treasurers shall respectively, if required by the Board of Directors, give bonds
for the faithful discharge of their duties in such sums and with such sureties
as the Board of Directors shall determine. The Assistant Treasurers and
Assistant Secretaries, in general, shall perform such duties as shall be
assigned to them by the Treasurer or the Secretary, respectively, or by the
Chairman of the Board, the President or the Board of Directors.
Section 3.11 SALARIES. The salaries of the officers shall be fixed
from time to time by the Board of Directors and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the Corporation.
ARTICLE IV
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section 4.1 CONTRACTS. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
Section 4.2 LOANS. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in the name of the
Corporation unless authorized by a resolution of the Board of Directors. Such
authority may be general or confined to specific instances.
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Section 4.3 CHECKS, DRAFTS, ETC. All checks, drafts or other orders
for the payment of money issued in the name of the Corporation shall be signed
by such officers, employees or agents of the Corporation as shall from time to
time be designated by the Chairman of the Board, the President, the Vice
President-Finance or the Treasurer.
Section 4.4 DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as shall be designated from
time to time by the Chairman of the Board, the President, a Vice President or
the Treasurer; and such officers may designate any type of depository
arrangement (including but not limited to depository arrangements resulting in
net debits against the Corporation) as from time to time offered or available.
ARTICLE V
CERTIFICATES OF STOCK
The interest of each stockholder of the Corporation shall be evidenced
by certificates for shares of stock in such form as the Board of Directors may
from time to time prescribe. The shares of the stock of the Corporation shall
be transferred on the books of the Corporation by the holder thereof in person
or by his attorney, upon surrender for cancellation of certificates for the same
number of shares, with an assignment and power of transfer endorsed thereon or
attached thereto, duly executed, with such proof of the authenticity of the
signature as the Corporation or its agents may reasonably require.
The certificates of stock shall be signed, countersigned and
registered in such manner as the Board of Directors may by resolution prescribe,
which resolution may permit all or any of the signatures on such certificates to
be in facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate has
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the Corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of issue.
ARTICLE VI
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of
January in each year and end on the thirty-first day of December in each year.
ARTICLE VII
OFFICES
The Corporation may have offices outside of the State of Delaware at
such places as shall be determined from time to time by the directors.
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ARTICLE VIII
INDEMNIFICATION
Section 8.1 GENERAL. Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she or a person
of whom he or she is the legal representative is or was a director, officer or
employee of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the General Corporation Law of the State of Delaware as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than said law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith and such indemnification shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit or his or her heirs, executors and administrators;
PROVIDED, HOWEVER, that except as provided in Section 8.2 with respect to
proceedings seeking to enforce rights to indemnification, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors of the Corporation.
The right to indemnification conferred in this Article VIII shall be a contract
right and shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final disposition;
PROVIDED, HOWEVER, that if the General Corporation Law of the State of Delaware
requires, the payment of such expenses incurred by a director of officer in his
or her capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the Corporation of an undertaking by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Article VIII or
otherwise.
Section 8.2 EXPENSES. If a claim under Section 8.1 is not paid in
full by the Corporation within thirty days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it permissible under
the General Corporation Law of the State of Delaware for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel or stockholders) to
have made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in the General Corporation
Law of the State of Delaware, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel or stockholders)
that the claimant has not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that the claimant has not met the
applicable standard of conduct.
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Section 8.3 NON-EXCLUSIVE. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Article VIII shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, By-Law, agreement, vote of
stockholders or disinterested directors or otherwise.
Section 8.4 INSURANCE. The Corporation may maintain insurance, at
its expense, to protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the General Corporation Law of the State of Delaware.
Section 8.5 AGENTS. The Corporation may, to the extent authorized
from time to time by the Board of Directors, grant rights to indemnification,
and rights to be paid by the Corporation the expenses incurred in defending any
proceeding in advance of its final disposition, to any agent of the Corporation
to the fullest extent of the provisions of this Article VIII with respect to the
indemnification and advancement of expenses of directors, officers and employees
of the Corporation.
ARTICLE IX
AMENDMENTS
Except to the extent otherwise provided in the Certificate of
Incorporation, any Preferred Stock Designation or these By-Laws, these By-Laws
shall be subject to alteration, amendment or repeal, and new By-Laws may be
adopted (i) by the affirmative vote of the holders of not less than a majority
of the voting power of all of the outstanding shares of capital stock of the
Corporation then entitled to vote generally in the election of directors, voting
together as a single class, at any regular or special meeting of the
stockholders, or (ii) by the affirmative vote of not less than a majority of the
members of the Board of Directors at any meeting of the Board of Directors at
which there is a quorum present and voting; PROVIDED, that in the case of clause
(i), any alteration, amendment or repeal made with respect to, or the adoption
of a new By-Law inconsistent with, Section 1.5(b) of Article I of these By-Laws,
shall require the affirmative vote of the holders of not less than eighty
percent of the voting power of all of the outstanding shares of capital stock of
the Corporation then entitled to vote generally in the election of directors.
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Exhibit 4(c)
1995 Long-Term Incentive Plan
of
Stone Container Corporation
<PAGE>
EXHIBIT 4(c)
STONE CONTAINER CORPORATION
1995 LONG-TERM INCENTIVE PLAN
I. INTRODUCTION
1.1 PURPOSES. The purposes of the 1995 Long-Term Incentive Plan (the
"PLAN") of Stone Container Corporation (the "COMPANY") and its subsidiaries from
time to time (individually a "SUBSIDIARY" and collectively the "SUBSIDIARIES")
are to align the interests of the Company's stockholders and the recipients of
awards under this Plan by increasing the proprietary interest of such recipients
in the Company's growth and success and to advance the interests of the Company
by attracting and retaining officers and other employees and other persons who
are not officers or employees of the Company for services as directors of the
Company. For purposes of this Plan, references to employment by the Company
shall also mean employment by a Subsidiary.
1.2 CERTAIN DEFINITIONS.
"AGREEMENT" shall mean the written agreement evidencing an award hereunder
between the Company and the recipient of such award.
"BOARD" shall mean the Board of Directors of the Company.
"BONUS STOCK" shall mean shares of Common Stock which are not subject to a
Restriction Period or Performance Measures.
"BONUS STOCK AWARD" shall mean an award of Bonus Stock under this Plan.
"CAUSE" shall have the meaning set forth in Section 2.3(d).
"CHANGE IN CONTROL" shall have the meaning set forth in Section 6.8(b).
"CODE" shall mean the Internal Revenue Code of 1986, as amended.
"COMMITTEE" shall mean the Committee designated by the Board, consisting of
three or more members of the Board, each of whom shall be (i) a "disinterested
person" within the meaning of Rule 16b-3 under the Exchange Act and (ii) an
"outside director" within the meaning of Section 162(m) of the Code, subject to
any transition rules applicable to the definition of outside director.
"COMMON STOCK" shall mean the common stock, $.01 par value, of the Company.
"COMPANY" shall mean Stone Container Corporation and any successor thereto.
"DISABILITY" shall mean the inability of the holder of an award to perform
substantially such holder's duties and responsibilities for a continuous period
of at least six months, as determined solely by the Committee.
"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.
"EXEMPT PERSON" shall mean any lineal descendant of Joseph H. Stone.
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"FAIR MARKET VALUE" shall mean the closing sale price of a share of Common
Stock as reported in the New York Stock Exchange Composite Transactions on the
date as of which such value is being determined, or, if the Common Stock is not
listed on the New York Stock Exchange, the closing sale price of a share of
Common Stock on the principal national stock exchange on which the Common Stock
is traded on the date as of which such value is being determined, or, if there
shall be no reported sale for such date, on the next preceding date for which a
sale was reported; provided that if Fair Market Value for any date cannot be so
determined, Fair Market Value shall be determined by the Committee by whatever
means or method as the Committee, in the good faith exercise of its discretion,
shall at such time deem appropriate.
"FREE-STANDING SAR" shall mean an SAR which is not issued in tandem with, or
by reference to, an option, which entitles the holder thereof to receive, upon
exercise, shares of Common Stock (which may be Restricted Stock), cash or a
combination thereof with an aggregate value equal to the excess of the Fair
Market Value of one share of Common Stock on the date of exercise over the base
price of such SAR, multiplied by the number of shares of Common Stock with
respect to which such SARs are exercised.
"INCENTIVE STOCK OPTION" shall mean an option to purchase shares of Common
Stock that meets the requirements of Section 422 of the Code, or any successor
provision, which is intended by the Committee to constitute an Incentive Stock
Option.
"INCUMBENT BOARD" shall have the meaning set forth in Section 6.8(b)(2).
"MATURE SHARES" shall mean shares of Common Stock for which the holder
thereof has good title, free and clear of all liens and encumbrances and which
such holder either (i) has held for at least six months or (ii) has purchased on
the open market.
"NON-EMPLOYEE DIRECTOR" shall mean any director of the Company who is not an
officer or employee of the Company or any Subsidiary.
"NON-QUALIFIED STOCK OPTION" shall mean a stock option which is not an
Incentive Stock Option.
"PERFORMANCE MEASURES" shall mean the criteria and objectives, established
by the Committee, which shall be satisfied or met (i) as a condition to the
exercisability of all or a portion of an option or SAR, or (ii) as a condition
to the grant of a Restricted Stock Award, or (iii) during the applicable
Restriction Period or Performance Period as a condition to the holder's receipt,
in the case of a Restricted Stock Award, of the shares of Common Stock subject
to such award, or, in the case of a Performance Share Award, of payment or
receipt of shares with respect to such award. Such criteria and objectives may
include one or more of the following: the attainment by a share of Common Stock
of a specified Fair Market Value for a specified period of time, earnings per
share, return to stockholders (including dividends), return on equity, earnings
of the Company, revenues, market share, cash flow or cost reduction goals, or
any combination of the foregoing. If the Committee desires that compensation
payable pursuant to any award subject to Performance Measures be "qualified
performance-based compensation" within the meaning of Section 162(m) of the
Code, the Performance Measures shall be established by the Committee no later
than the end of the first quarter of the Performance Period (or such other time
designated by the Internal Revenue Service).
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"PERFORMANCE PERIOD" shall mean a period designated by the Committee during
which the Performance Measures applicable to a Performance Share Award shall be
measured.
"PERFORMANCE SHARE" shall mean a right, contingent upon the attainment of
specified Performance Measures within a specified Performance Period, to receive
one share of Common Stock, which may be Restricted Stock, or in lieu thereof,
the Fair Market Value of such Performance Share in cash.
"PERFORMANCE SHARE AWARD" shall mean an award of Performance Shares under
the Plan.
"PERMANENT AND TOTAL DISABILITY" shall have the meaning set forth in Section
22(e)(3) of the Code or any successor thereto.
"RESTRICTED STOCK" shall mean shares of Common Stock which are subject to a
Restriction Period.
"RESTRICTED STOCK AWARD" shall mean an award of Restricted Stock under this
Plan.
"RESTRICTION PERIOD" shall mean a period designated by the Committee during
which the Common Stock subject to a Restricted Stock Award may not be sold,
transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed
of, except as provided in this Plan or the Agreement relating to such award.
"SAR" shall mean a stock appreciation right which may be a Free-Standing SAR
or a Tandem SAR.
"STOCK AWARD" shall mean a Restricted Stock Award or a Bonus Stock Award.
"TANDEM SAR" shall mean an SAR which is granted in tandem with, or by
reference to, an option (including a Non-Qualified Stock Option granted prior to
the date of grant of the SAR), which entitles the holder thereof to receive,
upon exercise of such SAR and surrender for cancellation of all or a portion of
such option, shares of Common Stock (which may be Restricted Stock), cash or a
combination thereof with an aggregate value equal to the excess of the Fair
Market Value of one share of Common Stock on the date of exercise over the base
price of such SAR, multiplied by the number of shares of Common Stock subject to
such option, or portion thereof, which is surrendered.
"TAX DATE" shall have the meaning set forth in Section 6.5.
"TEN PERCENT HOLDER" shall have the meaning set forth in Section 2.1(a).
1.3 ADMINISTRATION. This Plan shall be administered by the Committee. Any
one or a combination of the following awards may be made under this Plan to
eligible officers and other employees of the Company and its Subsidiaries: (i)
options to purchase shares of Common Stock in the form of Incentive Stock
Options or Non-Qualified Stock Options, (ii) SARs in the form of Tandem SARs or
Free-Standing SARs, (iii) Stock Awards in the form of Restricted Stock or Bonus
Stock and (iv) Performance Shares. The Committee shall, subject to the terms of
this Plan, select eligible officers and other employees for participation in
this Plan and determine the form, amount and timing of each award and, if
applicable, the number of shares of Common Stock, the number of SARs and the
number of Performance Shares subject to an award, the exercise price or base
price associated with the award, the time and conditions of exercise or
settlement of the award, the ability to defer any payment of an award and all
other terms and conditions of the award, including, without limitation, the form
of the Agreement evidencing the award. The Committee shall, subject to the terms
of this Plan, interpret this Plan and the application thereof, establish rules
and regulations for the administration of this Plan and may impose, incidental
to
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the grant of an award, conditions with respect to the award, such as limiting
competitive employment or other activities. All such interpretations, rules,
regulations and conditions shall be conclusive and binding on all parties.
The Committee may delegate some or all of its power and authority hereunder
to the Chief Executive Officer or other executive officer of the Company as the
Committee deems appropriate; provided, however, that the Committee may not
delegate its power and authority with regard to (i) the grant of an award under
this Plan, or the terms of such award, to any person who is a "covered employee"
within the meaning of Section 162(m) of the Code or who, in the Committee's
judgment, is likely to be a covered employee at any time during the period an
award hereunder to such employee would be outstanding or (ii) the selection for
participation in this Plan of an officer or other person subject to Section 16
of the Exchange Act or decisions concerning the timing, pricing or amount of an
award to such an officer or other person.
No member of the Board of Directors or Committee, and neither the Chief
Executive Officer nor any other executive officer to whom the Committee
delegates any of its power and authority hereunder, shall be liable for any act,
omission, interpretation, construction or determination made in connection with
this Plan in good faith, and the members of the Board of Directors and the
Committee and the Chief Executive Officer or other executive officer shall be
entitled to indemnification and reimbursement by the Company in respect of any
claim, loss, damage or expense (including attorneys' fees) arising therefrom to
the full extent permitted by law, except as otherwise may be provided in the
Company's Certificate of Incorporation or By-laws, and under any directors' and
officers' liability insurance that may be in effect from time to time.
A majority of the Committee shall constitute a quorum. The acts of the
Committee shall be either (i) acts of a majority of the members of the Committee
present at any meeting at which a quorum is present or (ii) acts approved in
writing by a majority of the members of the Committee without a meeting.
1.4 ELIGIBILITY. All employees, including officers of the Company and its
Subsidiaries are eligible to participate in this Plan. Participants in this Plan
shall consist of such officers or other employees of the Company and its
Subsidiaries as the Committee in its sole discretion may select from time to
time or as may be selected pursuant to delegated authority in accordance with
Section 1.3. The Committee's selection of a person to participate in this Plan
at any time shall not require the Committee to select such person to participate
in this Plan at any other time. Non-Employee Directors shall be eligible to
participate in this plan in accordance with Article V.
1.5 SHARES AVAILABLE. Subject to adjustment as provided in Section 6.7,
the total number of shares of Common Stock available for grants of all awards
under this Plan in any calendar year, other than Incentive Stock Options, shall
be one and one-half percent (1.5%) of the outstanding Common Stock as of January
1 of such year beginning January 1, 1995, plus the number of shares of Common
Stock which shall have become available for grants of awards under this Plan,
other than Incentive Stock Options, in any and all prior calendar years, but
which shall not have become subject to the grant of such awards in any prior
year. Subject to adjustment as provided in Section 6.7, the total number of
shares of Common Stock available for grants of Incentive Stock Options in any
calendar year, beginning with
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calendar year 1995, shall be 200,000 shares, plus the number of shares of Common
Stock which shall have become available for grants of Incentive Stock Options
under this Plan in any and all prior calendar years, but which shall not have
become subject to the grant of Incentive Stock Options in any prior year.
Shares of Common Stock to be delivered under this Plan shall be made
available from authorized and unissued shares of Common Stock, or authorized and
issued shares of Common Stock reacquired and held as treasury shares or
otherwise or a combination thereof.
To the extent required by Section 162(m) of the Code and the rules and
regulations thereunder, the maximum number of shares of Common Stock with
respect to which options or SARs or a combination thereof may be granted during
any calendar year to any person shall be 300,000, subject to adjustment as
provided in Section 6.7.
II. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
2.1 STOCK OPTIONS. The Committee may, in its discretion, grant options to
purchase shares of Common Stock to such eligible persons as may be selected by
the Committee. Each option, or portion thereof, that is not an Incentive Stock
Option, shall be a Non-Qualified Stock Option. Each option shall be granted
within ten years of the effective date of this Plan. To the extent that the
aggregate Fair Market Value (determined as of the date of grant) of shares of
Common Stock with respect to which options designated as Incentive Stock Options
are exercisable for the first time by a participant during any calendar year
(under this Plan or any other plan of the Company, or any parent or Subsidiary)
exceeds the amount (currently $100,000) set forth in the Code, such options
shall constitute Non-Qualified Stock Options.
Options shall be subject to the following terms and conditions and shall
contain such additional terms and conditions, not inconsistent with the terms of
this Plan, as the Committee shall deem advisable:
(a) NUMBER OF SHARES AND PURCHASE PRICE. The number of shares of
Common Stock subject to an option and the purchase price per share of Common
Stock purchasable upon exercise of the option shall be determined by the
Committee; provided, however, that the purchase price per share of Common
Stock purchasable upon exercise of an option shall not be less than 100% of
the Fair Market Value of a share of Common Stock on the date of grant of
such option; provided further, that if an Incentive Stock Option shall be
granted to any person who, at the time such option is granted, owns capital
stock possessing more than ten percent of the total combined voting power of
all classes of capital stock of the Company (or of any parent or Subsidiary)
(a "TEN PERCENT HOLDER"), the purchase price per share of Common Stock shall
be the price (currently 110% of Fair Market Value) required by the Code in
order to constitute an Incentive Stock Option.
(b) OPTION PERIOD AND EXERCISABILITY. The period during which an
option may be exercised shall be determined by the Committee; provided,
however, that no Incentive Stock Option shall be exercised later than ten
years after its date of grant; provided further, that if an Incentive Stock
Option shall be granted to a Ten Percent Holder, such option shall not be
exercised later than five years after its date of grant. The Committee may,
in its discretion, establish Performance Measures which shall be satisfied
or met as a condition to the grant of an option or to the exercisability of
all or
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a portion of an option. The Committee shall determine whether an option
shall become exercisable in cumulative or non-cumulative installments and in
part or in full at any time. An exercisable option, or portion thereof, may
be exercised only with respect to whole shares of Common Stock.
(c) METHOD OF EXERCISE. An option may be exercised (i) by giving
written notice to the Company specifying the number of whole shares of
Common Stock to be purchased and accompanied by payment therefor in full (or
arrangement made for such payment to the Company's satisfaction) either (A)
in cash, (B) in Mature Shares having a Fair Market Value, determined as of
the date of exercise, equal to the aggregate purchase price payable by
reason of such exercise, (C) by authorizing the Company to withhold whole
shares of Common Stock which would otherwise be delivered upon exercise of
the option having a Fair Market Value, determined as of the date of
exercise, equal to the aggregate purchase price payable by reason of such
exercise, (D) in cash by a broker-dealer acceptable to the Company to whom
the optionee has submitted an irrevocable notice of exercise or (E) a
combination of (A), (B) and (C), in each case to the extent set forth in the
Agreement relating to the option, (ii) if applicable, by surrendering to the
Company any Tandem SARs which are cancelled by reason of the exercise of the
option and (iii) by executing such documents as the Company may reasonably
request. The Committee shall have sole discretion to disapprove of an
election pursuant to any of clauses (B)-(E) and in the case of an optionee
who is subject to Section 16 of the Exchange Act, the Company may require
that the method of making such payment be in compliance with Section 16 and
the rules and regulations thereunder. Any fraction of a share of Common
Stock which would be required to pay such purchase price shall be
disregarded and the remaining amount due shall be paid in cash by the
holder. No certificate representing Common Stock shall be delivered until
the full purchase price therefor has been paid.
2.2 STOCK APPRECIATION RIGHTS. The Committee may, in its discretion, grant
SARs to such eligible persons as may be selected by the Committee. The Agreement
relating to an SAR shall specify whether the SAR is a Tandem SAR or a
Free-Standing SAR.
SARs shall be subject to the following terms and conditions and shall
contain such additional terms and conditions, not inconsistent with the terms of
this Plan, as the Committee shall deem advisable:
(a) NUMBER OF SARS AND BASE PRICE. The number of SARs subject to an
award shall be determined by the Committee. Any Tandem SAR related to an
Incentive Stock Option shall be granted at the same time that such Incentive
Stock Option is granted and the base price thereof shall be the purchase
price per share of Common Stock of the related option. The base price of a
Free-Standing SAR or an SAR granted in tandem with, or by reference to, a
Non-Qualified Stock Option shall be determined by the Committee; provided,
however, that such base price shall not be less than 100% of the Fair Market
Value of a share of Common Stock on the date of grant of such SAR.
(b) EXERCISE PERIOD AND EXERCISABILITY. The Agreement relating to an
award of SARs shall specify whether such award may be settled in shares of
Common Stock (including shares of Restricted Stock) or cash or a combination
thereof. The period for the exercise of an SAR shall be determined by the
Committee; provided, however, that no Tandem SAR shall be exercised later
than the expiration, cancellation, forfeiture or other termination of the
related option. The Committee may, in its discretion, establish Performance
Measures which shall be satisfied or met as a condition to
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the exercisability of an SAR. The Committee shall determine whether an SAR
may be exercised in cumulative or non-cumulative installments and in part or
in full at any time. An exercisable SAR, or portion thereof, may be
exercised, in the case of a Tandem SAR, only with respect to whole shares of
Common Stock and, in the case of a Free-Standing SAR, only with respect to a
whole number of SARs. If an SAR is exercised for shares of Restricted Stock,
a certificate or certificates representing such Restricted Stock shall be
issued in accordance with Section 3.2(c) and the holder of such Restricted
Stock shall have such rights of a stockholder of the Company as determined
pursuant to Section 3.2(d). Prior to the exercise of an SAR for shares of
Common Stock, including Restricted Stock, the holder of such SAR shall have
no rights as a stockholder of the Company with respect to the shares of
Common Stock subject to such SAR and shall have rights as a stockholder of
the Company in accordance with Section 6.10.
(c) METHOD OF EXERCISE. A Tandem SAR may be exercised (i) by giving
written notice to the Company specifying the number of whole SARs which are
being exercised, (ii) by surrendering to the Company any options which are
cancelled by reason of the exercise of the Tandem SAR and (iii) by executing
such documents as the Company may reasonably request. A Free-Standing SAR
may be exercised (i) by giving written notice to the Company specifying the
whole number of SARs which are being exercised and (ii) by executing such
documents as the Company may reasonably request.
2.3 TERMINATION OF EMPLOYMENT. (a) DISABILITY. Subject to paragraph (f)
below and Section 6.8 and unless otherwise specified in the Agreement
relating to an option or SAR, as the case may be, if the employment with the
Company of the holder of an option or SAR terminates by reason of Disability,
each option and SAR held by such holder shall be fully exercisable on the
effective date of such holder's termination of employment and may thereafter
be exercised by such holder (or such holder's legal representative or similar
person) until the earlier to occur of (i) the date set forth in the Agreement
relating to such option or SAR after the effective date of such holder's
termination of employment and (ii) the expiration date of the term of such
option or SAR.
(b) RETIREMENT. Subject to paragraph (f) below and Section 6.8 and
unless otherwise specified in the Agreement relating to an option or SAR, as
the case may be, if the employment with the Company of the holder of an
option or SAR terminates by reason of retirement on or after age 55, each
option and SAR held by such holder shall be fully exercisable and may
thereafter be exercised on the effective date of such holder's termination
of employment and may thereafter be exercised by such holder (or such
holder's legal representative or similar person) until the earlier to occur
of (i) the date set forth in the Agreement relating to such option or SAR
after the effective date of such holder's termination of employment and (ii)
the expiration date of the term of such option or SAR.
(c) DEATH. Subject to paragraph (f) below and unless otherwise
specified in the Agreement relating to an option or SAR, as the case may be,
if the employment with the Company of the holder of an option or SAR
terminates by reason of death, each option and SAR held by such holder shall
be fully exercisable and may thereafter be exercised by such holder's
executor, administrator, legal representative, beneficiary or similar
person, as the case may be, until the earlier to occur of (i) the date set
forth in the Agreement relating to such option or SAR after the date of
death and (ii) the expiration date of the term of such option or SAR.
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(d) OTHER TERMINATION. If the employment with the Company of the
holder of an option or SAR is terminated by the Company for Cause or is
voluntarily terminated by such holder, each option and SAR held by such
holder shall terminate automatically on the effective date of such holder's
termination of employment. "Cause" shall mean any act of dishonesty,
commission of a felony, significant activities harmful to the reputation of
the Company or any of its Subsidiaries, refusal to perform or substantial
disregard of duties properly assigned or significant violation of any
statutory or common law duty of loyalty to the Company or any of its
Subsidiaries.
Subject to paragraph (f) below and Section 6.8 and unless specified in
the Agreement relating to an option or SAR, as the case may be, if the
employment with the Company of the holder of an option or SAR terminates for
any reason other than Disability, retirement on or after age 55, death,
Cause or voluntary termination, each option and SAR held by such holder
shall be exercisable only to the extent that such option or SAR is
exercisable on the effective date of such holder's termination of employment
and may thereafter be exercised by such holder (or such holder's legal
representative or similar person) until the earlier to occur of (i) the date
set forth in the Agreement relating to such option or SAR after the
effective date of such holder's termination of employment and (ii) the
expiration date of the term of such option or SAR.
(e) DEATH FOLLOWING TERMINATION OF EMPLOYMENT. Subject to paragraph
(f) below and Section 6.8 and unless otherwise specified in the Agreement
relating to an option or SAR, as the case may be, if the holder of an option
or SAR dies during the period of exercisability of such option or SAR
following termination of employment for any reason other than death,
disability or retirement after age 55, Cause or voluntary termination, each
option and SAR held by such holder shall be exercisable only to the extent
that such option or SAR, as the case may be, is exercisable on the date of
such holder's death and may thereafter be exercised by the holder's
executor, administrator, legal representative, beneficiary or similar
person, as the case may be, until the earlier to occur of (i) the date set
forth in the Agreement relating to such option or SAR after the date of
death and (ii) the expiration date of the term of such option or SAR.
(f) TERMINATION OF EMPLOYMENT -- INCENTIVE STOCK OPTIONS. Subject to
Section 6.8, if the employment with the Company of a holder of an Incentive
Stock Option terminates by reason of Permanent and Total Disability, each
Incentive Stock Option (including any related Tandem SAR) held by such
holder shall be fully exercisable on the effective date of such holder's
termination of employment and may thereafter be exercised by such holder (or
such holder's legal representative or similar person) until the earlier to
occur of (i) the date which is one year (or such shorter period as set forth
in the Agreement relating to such option or SAR) after the effective date of
such holder's termination of employment and (ii) the expiration date of the
term of such Incentive Stock Option.
Subject to Section 6.8, if the employment with the Company of a holder
of an Incentive Stock Option terminates by reason of retirement on or after
age 55, each Incentive Stock Option (including any related Tandem SAR) held
by such holder shall be fully exercisable on the effective date of such
holder's termination of employment and may thereafter be exercised by such
holder (or holder's legal representative or similar person) until the
earlier to occur of (i) the date which is three months after the effective
date of such holder's termination of employment and (ii) the expiration date
of the term of the Incentive Stock Option.
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Subject to Section 6.8, if the employment with the Company of the holder
of an Incentive Stock Option terminates by reason of death, each Incentive
Stock Option (including any related Tandem SAR) held by such holder shall be
fully exercisable and may thereafter be exercised by such holder's executor,
administrator, legal representative, beneficiary or similar person, as the
case may be, until the earlier to occur of (i) the date set forth in the
Agreement relating to such option or SAR after the date of death and (ii)
the expiration date of the term of such Incentive Stock Option.
If the employment with the Company of the holder of an Incentive Stock
Option is terminated by the Company for Cause or is voluntarily terminated
by such holder, each Incentive Stock Option held by such holder shall
terminate automatically on the effective date of such holder's termination
of employment. If the employment with the Company of a holder of an
Incentive Stock Option terminates for any reason other than Permanent and
Total Disability, retirement on or after age 55, death, Cause or voluntary
termination, each Incentive Stock Option (including any related Tandem SAR)
held by such holder shall be exercisable only to the extent such option is
exercisable on the effective date of such holder's termination of employment
and may thereafter be exercised by such holder (or such holder's legal
representative or similar person) until the earlier to occur of (i) the date
which is three months after the effective date of such holder's termination
of employment and (ii) the expiration date of the term of the Incentive
Stock Option.
If the holder of an Incentive Stock Option dies during the one-year
period following termination of employment by reason of Permanent and Total
Disability, or if the holder of an Incentive Stock Option dies during the
three-month period following termination of employment for any reason other
than Permanent and Total Disability, Cause or voluntary termination, each
Incentive Stock Option (including any related Tandem SAR) held by such
holder shall be exercisable only to the extent such option is exercisable on
the date of the holder's death and may thereafter be exercised by the
holder's executor, administrator, legal representative, beneficiary or
similar person until the earlier to occur of (i) the date which is one year
(or such shorter period as set forth in the Agreement relating to such
option or SAR) after the date of death and (ii) the expiration date of the
term of such Incentive Stock Option.
III. STOCK AWARDS
3.1 STOCK AWARDS. The Committee may, in its discretion, grant Stock Awards
to such eligible persons as may be selected by the Committee. Grants of
Restricted Stock Awards may be conditioned upon the attainment of Performance
Measures. The Agreement relating to a Stock Award shall specify whether the
Stock Award is a Restricted Stock Award or Bonus Stock Award.
3.2 TERMS OF STOCK AWARDS. Stock Awards shall be subject to the following
terms and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of this Plan, as the Committee shall deem advisable.
(a) NUMBER OF SHARES AND OTHER TERMS. The number of shares of Common
Stock subject to a Restricted Stock Award or Bonus Stock Award and the
Performance Measures (if any) and Restriction Period applicable to a
Restricted Stock Award shall be determined by the Committee.
(b) VESTING AND FORFEITURE. The Agreement relating to a Restricted
Stock Award shall provide, in the manner determined by the Committee, in its
discretion, and subject to the provisions of
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this Plan, for the vesting of the shares of Common Stock subject to such
award (i) if specified Performance Measures are satisfied or met during the
specified Restriction Period or (ii) if the holder of such award remains
continuously in the employment of the Company during the specified
Restricted Period and for the forfeiture of the shares of Common Stock
subject to such award (x) if specified Performance Measures are not
satisfied or met during the specified Restriction Period or (y) if the
holder of such award does not remain continuously in the employment of the
Company during the specified Restriction Period.
Bonus Stock Awards shall not be subject to any Performance Measures or
Restriction Periods.
(c) SHARE CERTIFICATES. During the Restriction Period, a certificate
or certificates representing a Restricted Stock Award shall be registered in
the holder's name and may bear a legend, in addition to any legend which may
be required pursuant to Section 6.6, indicating that the ownership of the
shares of Common Stock represented by such certificate is subject to the
restrictions, terms and conditions of this Plan and the Agreement relating
to the Restricted Stock Award. All such certificates shall be deposited with
the Company, together with stock powers or other instruments of assignment
(including a power of attorney), each endorsed in blank with a guarantee of
signature if deemed necessary or appropriate, which would permit transfer to
the Company of all or a portion of the shares of Common Stock subject to the
Restricted Stock Award in the event such award is forfeited in whole or in
part. Upon termination of any applicable Restriction Period (and the
satisfaction or attainment of applicable Performance Measures), or upon the
grant of a Bonus Stock Award, in each case subject to the Company's right to
require payment of any taxes in accordance with Section 6.5, a certificate
or certificates evidencing ownership of the requisite number of shares of
Common Stock shall be delivered to the holder of such award.
(d) RIGHTS WITH RESPECT TO RESTRICTED STOCK AWARDS. Unless otherwise
set forth in the Agreement relating to a Restricted Stock Award, and subject
to the terms and conditions of a Restricted Stock Award, the holder of such
award shall have all rights as a stockholder of the Company, including, but
not limited to, voting rights, the right to receive dividends and the right
to participate in any capital adjustment applicable to all holders of Common
Stock; provided, however, that a distribution with respect to shares of
Common Stock, other than a distribution in cash, shall be deposited with the
Company and shall be subject to the same restrictions as the shares of
Common Stock with respect to which such distribution was made.
(e) AWARDS TO CERTAIN EXECUTIVE OFFICERS. Notwithstanding any other
provision of this Article III, and only to the extent necessary to ensure
the deductibility of the award to the Company, the Fair Market Value of the
number of shares of Common Stock subject to a Restricted Stock Award granted
to a "covered employee" within the meaning of Section 162(m) of the Code
shall not exceed $2,000,000 (i) at the time of grant in the case of an award
granted upon the attainment of Performance Measures and (ii) the earlier of
(x) the date on which restrictions lapse in the case of a Restricted Stock
Award with restrictions which lapse upon the attainment of Performance
Measures, and (y) the date the holder makes an election under Section 83(b)
of the Code.
3.3 TERMINATION OF EMPLOYMENT. Subject to Section 6.8, all of the terms
relating to the satisfaction of Performance Measures and the termination of the
Restriction Period relating to a Restricted Stock
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Award, or any cancellation or forfeiture of such Restricted Stock Award upon a
termination of employment with the Company of the holder of such Restricted
Stock Award, whether by reason of Disability, retirement, death or other
termination, shall be set forth in the Agreement relating to such Restricted
Stock Award.
IV. PERFORMANCE SHARE AWARDS
4.1 PERFORMANCE SHARE AWARDS. The Committee may, in its discretion, grant
Performance Share Awards to such eligible persons as may be selected by the
Committee.
4.2 TERMS OF PERFORMANCE SHARE AWARDS. Performance Share Awards shall be
subject to the following terms and conditions and shall contain such additional
terms and conditions, not inconsistent with the terms of this Plan, as the
Committee shall deem advisable.
(a) NUMBER OF PERFORMANCE SHARES AND PERFORMANCE MEASURES. The number
of Performance Shares subject to any award and the Performance Measures and
Performance Period applicable to such award shall be determined by the
Committee.
(b) VESTING AND FORFEITURE. The Agreement relating to a Performance
Share Award shall provide, in the manner determined by the Committee, in its
discretion, and subject to the provisions of this Plan, for the vesting of
such award, if specified Performance Measures are satisfied or met during
the specified Performance Period, and for the forfeiture of such award, if
specified Performance Measures are not satisfied or met during the specified
Performance Period.
(c) SETTLEMENT OF VESTED PERFORMANCE SHARE AWARDS. The Agreement
relating to a Performance Share Award (i) shall specify whether such award
may be settled in shares of Common Stock (including shares of Restricted
Stock) or cash or a combination thereof and (ii) may specify whether the
holder thereof shall be entitled to receive, on a current or deferred basis,
dividend equivalents, and, if determined by the Committee, interest on any
deferred dividend equivalents, with respect to the number of shares of
Common Stock subject to such award. If a Performance Share Award is settled
in shares of Restricted Stock, a certificate or certificates representing
such Restricted Stock shall be issued in accordance with Section 3.2(c) and
the holder of such Restricted Stock shall have such rights of a stockholder
of the Company as determined pursuant to Section 3.2(d). Prior to the
settlement of a Performance Share Award in shares of Common Stock, including
Restricted Stock, the holder of such award shall have no rights as a
stockholder of the Company with respect to the shares of Common Stock
subject to such award.
(d) AWARDS TO CERTAIN EXECUTIVE OFFICERS. Notwithstanding any other
provision of this Article IV, and only to the extent necessary to ensure
deductibility of any payment under an award made by the Company, the maximum
amount payable upon the attainment of the Performance Measures applicable to
an award granted to any employee who is a "covered employee" within the
meaning of Section 162(m) of the Code at the time of such payment shall be
$2,000,000.
4.3 TERMINATION OF EMPLOYMENT. Subject to Section 6.8, all of the terms
relating to the satisfaction of Performance Measures and the termination of the
Performance Period relating to a Performance Share Award, or any cancellation or
forfeiture of such Performance Share Award upon a termination of
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employment with the Company of the holder of such Performance Share Award,
whether by reason of Disability, retirement, death or other termination, shall
be set forth in the Agreement relating to such Performance Share Award.
V. PROVISIONS RELATING TO NON-EMPLOYEE DIRECTORS
5.1 ELIGIBILITY. Each Non-Employee Director shall be granted shares of
Common Stock in accordance with this Article V.
5.2 AWARDS OF SHARES. Subject to Section 6.7, on May 9, 1995 (or, if
later, on the date on which a person is first elected or begins to serve as a
Non-Employee Director other than by reason of termination of employment), and,
thereafter, on the date of each annual meeting of stockholders of the Company,
each person who is a Non-Employee Director after such meeting of stockholders
shall be granted 300 shares of Common Stock (which amount shall be pro-rated if
such Non-Employee Director is first elected or begins to serve as a Non-Employee
Director on a date other than the date of an annual meeting of stockholders).
VI. GENERAL
6.1 EFFECTIVE DATE AND TERM OF PLAN. This Plan shall be submitted to the
stockholders of the Company for approval and, if approved by the affirmative
vote of a majority of the shares of Common Stock present in person or
represented by proxy at the 1995 annual meeting of stockholders, shall become
effective as of the date of approval by the Board. This Plan shall terminate 10
years after its effective date unless terminated earlier by the Board.
Termination of this Plan shall not affect the terms or conditions of any award
granted prior to termination.
Awards hereunder may be made at any time on or after the effective date, and
prior to the termination, of this Plan, provided that no award may be made later
than 10 years after the effective date of this Plan. In the event that this Plan
is not approved by the stockholders of the Company, this Plan and any awards
hereunder shall be void and of no force or effect.
6.2 AMENDMENTS. The Board may amend this Plan as it shall deem advisable,
subject to any requirement of stockholder approval required by applicable law,
rule or regulation including Rule 16b-3 under the Exchange Act and Section
162(m) of the Code; provided, however, that no amendment shall be made without
stockholder approval if such amendment would (a) increase the maximum number of
shares of Common Stock available for issuance under this Plan (subject to
Section 6.7), (b) reduce the minimum purchase price in the case of an option or
the base price in the case of an SAR, (c) effect any change inconsistent with
Section 422 of the Code or (d) extend the term of this Plan; provided further
that, subject to Section 6.7, the number of shares of Common Stock to be awarded
to Non-Employee Directors pursuant to Article V, the date of the award of such
shares and the category of persons eligible to be awarded such shares shall not
be amended more than once every six months, other than to comply with changes in
the Code or ERISA, or the rules and regulations thereunder. No amendment may
impair the rights of a holder of an outstanding award without the consent of
such holder.
6.3 AGREEMENT. Each award under this Plan shall be evidenced by an
Agreement setting forth the terms and conditions applicable to such award. No
award shall be valid until an Agreement is
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<PAGE>
executed by the Company and the recipient of such award and, upon execution by
each party and delivery of the Agreement to the Company, such award shall be
effective as of the effective date set forth in the Agreement.
6.4 NON-TRANSFERABILITY OF STOCK OPTIONS, SARS AND PERFORMANCE SHARES. No
option, SAR or Performance Share shall be transferable other than (i) by will,
the laws of descent and distribution or pursuant to beneficiary designation
procedures approved by the Company or (ii) as otherwise permitted under Rule
16b-3 under the Exchange Act as set forth in the Agreement relating to such
award. Each option, SAR or Performance Share may be exercised or settled during
the participant's lifetime only by the holder or the holder's guardian, legal
representative or similar person. Except as permitted by the second preceding
sentence, no option, SAR or Performance Share may be sold, transferred,
assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by
operation of law or otherwise) or be subject to execution, attachment or similar
process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate,
encumber or otherwise dispose of any option, SAR or Performance Share, such
award and all rights thereunder shall immediately become null and void.
6.5 TAX WITHHOLDING. The Company shall have the right to require, prior to
the issuance or delivery of any shares of Common Stock or the payment of any
cash pursuant to an award made hereunder, payment by the holder of such award of
any federal, state, local or other taxes which may be required to be withheld or
paid in connection with such award. An Agreement may provide that (i) the
Company shall withhold whole shares of Common Stock which would otherwise be
delivered to a holder, having an aggregate Fair Market Value determined as of
the date the obligation to withhold or pay taxes arises in connection with an
award (the "TAX DATE"), or withhold an amount of cash which would otherwise be
payable to a holder, in the amount necessary to satisfy any such obligation or
(ii) the holder may satisfy any such obligation by any of the following means:
(A) a cash payment to the Company, (B) delivery to the Company of Mature Shares
having an aggregate Fair Market Value, determined as of the Tax Date, equal to
the amount necessary to satisfy any such obligation, (C) authorizing the Company
to withhold whole shares of Common Stock which would otherwise be delivered
having an aggregate Fair Market Value, determined as of the Tax Date, or
withhold an amount of cash which would otherwise be payable to a holder, equal
to the amount necessary to satisfy any such obligation, (D) in the case of the
exercise of an option, a cash payment by a broker-dealer acceptable to the
Company to whom the optionee has submitted an irrevocable notice of exercise or
(E) any combination of (A), (B) and (C), in each case to the extent set forth in
the Agreement relating to the award; provided, however, that the Committee shall
have sole discretion to disapprove of an election pursuant to any of clauses
(B)-(E) and that in the case of a holder who is subject to Section 16 of the
Exchange Act, the Company may require that the method of satisfying such an
obligation be in compliance with Section 16 and the rules and regulations
thereunder. An Agreement may provide for shares of Common Stock to be delivered
or withheld having an aggregate Fair Market Value in excess of the minimum
amount required to be withheld, but not in excess of the amount determined by
applying the holder's maximum marginal tax rate. Any fraction of a share of
Common Stock which would be required to satisfy such an obligation shall be
disregarded and the remaining amount due shall be paid in cash by the holder.
6.6 RESTRICTIONS ON SHARES. Each award made hereunder shall be subject to
the requirement that if at any time the Company determines that the listing,
registration or qualification of the shares of
13
<PAGE>
Common Stock subject to such award upon any securities exchange or under any
law, or the consent or approval of any governmental body, or the taking of any
other action is necessary or desirable as a condition of, or in connection with,
the delivery of shares thereunder, such shares shall not be delivered unless
such listing, registration, qualification, consent, approval or other action
shall have been effected or obtained, free of any conditions not acceptable to
the Company. The Company may require that certificates evidencing shares of
Common Stock delivered pursuant to any award made hereunder bear a legend
indicating that the sale, transfer or other disposition thereof by the holder is
prohibited except in compliance with the Securities Act of 1933, as amended, and
the rules and regulations thereunder.
6.7 ADJUSTMENT. In the event of any stock split, stock dividend,
recapitalization, reorganization, merger, consolidation, combination, exchange
of shares, liquidation, spin-off or other similar change in capitalization or
event, or any distribution to holders of Common Stock other than a regular cash
dividend, the number and class of securities available under this Plan, the
number and class of securities subject to each outstanding option and the
purchase price per security, the number of shares of Common Stock to be awarded
to Non-Employee Directors pursuant to Article V, the terms of each outstanding
SAR, the number and class of securities subject to each outstanding Stock Award,
and the terms of each outstanding Performance Share shall be appropriately
adjusted by the Committee, such adjustments to be made in the case of
outstanding options and SARs without an increase in the aggregate purchase price
or base price, other than an increase resulting from rounding. The decision of
the Committee regarding any such adjustment shall be final, binding and
conclusive. If any such adjustment would result in a fractional security being
(i) available under this Plan, such fractional security shall be disregarded, or
(ii) subject to an award under this Plan, the Company shall pay the holder of
such award, in connection with the first vesting, exercise or settlement of such
award, in whole or in part, occurring after such adjustment, an amount in cash
determined by multiplying (i) the fraction of such security (rounded to the
nearest hundredth) by (ii) the excess, if any, of (A) the Fair Market Value on
the vesting, exercise or settlement date over (B) the exercise or base price, if
any, of such award.
6.8 CHANGE IN CONTROL.
(a)(1) Notwithstanding any provision in this Plan or any Agreement, in the
event of a Change in Control pursuant to Section (b)(3) or (4) below in
connection with which the holders of Common Stock receive shares of common
stock that are registered under Section 12 of the Exchange Act, (i) all
outstanding options and SARS shall immediately become exercisable in full,
(ii) the Restriction Period applicable to any outstanding Restricted Stock
Award shall lapse, (iii) the Performance Period applicable to any
outstanding Performance Share shall lapse, (iv) the Performance Measures
applicable to any outstanding Restricted Stock Award (if any) and to any
outstanding Performance Share shall be deemed to be satisfied at the maximum
level and (v) there shall be substituted for each share of Common Stock
available under this Plan, whether or not then subject to an outstanding
award, the number and class of shares into which each outstanding share of
Common Stock shall be converted pursuant to such Change in Control. In the
event of any such substitution, the purchase price per share in the case of
an option and the base price in the case of an SAR shall be appropriately
adjusted by the Committee, such adjustments to be made in the case of
outstanding options and SARs without a change in the aggregate purchase
price or base price.
(2) Notwithstanding any provision in this Plan or any Agreement, in the
event of a Change in Control pursuant to Section (b)(1) or (2) below, or in the
event of a Change in Control pursuant to
14
<PAGE>
Section (b)(3) or (4) below in connection with which the holders of Common Stock
receive consideration other than shares of common stock that are registered
under Section 12 of the Exchange Act, each outstanding award shall be
surrendered to the Company by the holder thereof, and each such award shall
immediately be cancelled by the Company, and the holder shall receive, within
ten days of the occurrence of a Change in Control pursuant to Section (b)(1) or
(2) below or within ten days of the approval of the stockholders of the Company
contemplated by Section (b)(3) or (4) below, a cash payment from the Company in
an amount equal to (i) in the case of an option, the number of shares of Common
Stock then subject to such option, multiplied by the excess, if any, of the
greater of (A) the highest per share price offered to stockholders of the
Company in any transaction whereby the Change in Control takes place or (B) the
Fair Market Value of a share of Common Stock on the date of occurrence of the
Change in Control, over the purchase price per share of Common Stock subject to
the option, (ii) in the case of a Free-Standing SAR, the number of shares of
Common Stock then subject to such SAR, multiplied by the excess, if any, of the
greater of (A) the highest per share price offered to stockholders of the
Company in any transaction whereby the Change in Control takes place or (B) the
Fair Market Value of a share of Common Stock on the date of occurrence of the
Change in Control, over the base price of the SAR, (iii) in the case of a
Restricted Stock Award or Performance Share Award, the number of shares of
Common Stock or the number of Performance Shares, as the case may be, then
subject to such award, multiplied by the greater of (A) the highest per share
price offered to stockholders of the Company in any transaction whereby the
Change in Control takes place or (B) the Fair Market Value of a share of Common
Stock on the date of occurrence of the Change in Control. In the event of a
Change in Control, each Tandem SAR shall be surrendered by the holder thereof
and shall be cancelled simultaneously with the cancellation of the related
option. The Company may, but is not required to, cooperate with any person who
is subject to Section 16 of the Exchange Act to assure that any cash payment in
accordance with the foregoing to such person is made in compliance with Section
16 and the rules and regulations thereunder.
(b) "CHANGE IN CONTROL" shall mean:
(1) the acquisition by any individual, entity or group (a "Person"),
including any "person" within the meaning of Section 13(d)(3) or 14(d)(2) of
the Exchange Act, of beneficial ownership within the meaning of Rule 13d-3
promulgated under the Exchange Act, of 20% or more of either (i) the then
outstanding shares of common stock of the Company (the "OUTSTANDING COMPANY
COMMON STOCK") or (ii) the combined voting power of the then outstanding
securities of the Company entitled to vote generally in the election of
directors (the "OUTSTANDING COMPANY VOTING SECURITIES"); provided that the
following acquisitions shall not constitute a Change in Control: (A) any
acquisition directly from the Company (excluding any acquisition resulting
from the exercise of a conversion or exchange privilege in respect of
outstanding convertible or exchangeable securities), (B) any acquisition by
the Company, (C) any acquisition by an Exempt Person, (D) any acquisition by
an employee benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company or (E) any acquisition
by any corporation pursuant to a reorganization, merger or consolidation
involving the Company, if, immediately after such reorganization, merger or
consolidation, each of the conditions described in clauses (i), (ii) and
(iii) of subsection (3) of this Section 6.8(b) shall be satisfied; provided
further, that for purposes of clause (B), if any Person (other than the
Company, an Exempt Person or any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by the
15
<PAGE>
Company) shall become the beneficial owner of 20% or more of the Outstanding
Company Common Stock or 20% or more of the Outstanding Company Voting
Securities by reason of an acquisition by the Company, and such Person
shall, after such acquisition by the Company, become the beneficial owner of
any additional shares of the Outstanding Company Common Stock or any
additional Outstanding Company Voting Securities and such beneficial
ownership is publicly announced, such additional beneficial ownership shall
constitute a Change in Control;
(2) individuals who, as of the date hereof, constitute the Board of
Directors (the "INCUMBENT BOARD") cease for any reason to constitute at
least two-thirds of such Board; provided that any individual who becomes a
director of the Company subsequent to the date hereof whose election, or
nomination for election by the Company's stockholders, was approved by the
vote of at least two-thirds of the directors then comprising the Incumbent
Board shall be deemed to have been a member of the Incumbent Board; and
provided further, that no individual who was initially elected as a director
of the Company as a result of an actual or threatened election contest, as
such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act, or any other actual or threatened solicitation of proxies or
consents by or on behalf of any Person other than the Board shall be deemed
to have been a member of the Incumbent Board;
(3) approval by the stockholders of the Company of a reorganization,
merger or consolidation unless, in any such case, immediately after such
reorganization, merger or consolidation, (i) more than 60% of the then
outstanding shares of common stock of the corporation resulting from such
reorganization, merger or consolidation and more than 60% of the combined
voting power of the then outstanding securities of such corporation entitled
to vote generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the individuals or
entities who were the beneficial owners, respectively, of the Outstanding
Company Common Stock and the Outstanding Company Voting Securities
immediately prior to such reorganization, merger or consolidation and in
substantially the same proportions relative to each other as their
ownership, immediately prior to such reorganization, merger or
consolidation, of the Outstanding Company Common Stock and the Outstanding
Company Voting Securities, as the case may be, (ii) no Person (other than
the Company, an Exempt Person, any employee benefit plan (or related trust)
sponsored or maintained by the Company or the corporation resulting from
such reorganization, merger or consolidation (or any corporation controlled
by the Company) and any Person which beneficially owned, immediately prior
to such reorganization, merger or consolidation, directly or indirectly, 20%
or more of the Outstanding Company Common Stock or the Outstanding Company
Voting Securities, as the case may be) beneficially owns, directly or
indirectly, 20% or more of the then outstanding shares of common stock of
such corporation or 20% or more of the combined voting power of the then
outstanding securities of such corporation entitled to vote generally in the
election of directors and (iii) at least a majority of the members of the
Board of Directors of the corporation resulting from such reorganization,
merger or consolidation were members of the Incumbent Board at the time of
the execution of the initial agreement or action of the Board of Directors
providing for such reorganization, merger or consolidation; or
(4) approval by the stockholders of the Company of (i) a plan of
complete liquidation or dissolution of the Company or (ii) the sale or other
disposition of all or substantially all of the assets of the Company other
than to a corporation with respect to which, immediately after such sale or
16
<PAGE>
other disposition, (A) more than 60% of the then outstanding shares of
common stock thereof and more than 60% of the combined voting power of the
then outstanding securities thereof entitled to vote generally in the
election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company Common Stock and
the Outstanding Company Voting Securities immediately prior to such sale or
other disposition and in substantially the same proportions relative to each
other as their ownership, immediately prior to such sale or other
disposition, of the Outstanding Company Common Stock and the Outstanding
Company Voting Securities, as the case may be, (B) no Person (other than the
Company, an Exempt Person, any employee benefit plan (or related trust)
sponsored or maintained by the Company or such corporation (or any
corporation controlled by the Company) and any Person which beneficially
owned, immediately prior to such sale or other disposition, directly or
indirectly, 20% or more of the Outstanding Company Common Stock or the
Outstanding Company Voting Securities, as the case may be) beneficially
owns, directly or indirectly, 20% or more of the then outstanding shares of
common stock thereof or 20% or more of the combined voting power of the then
outstanding securities thereof entitled to vote generally in the election of
directors and (C) at least a majority of the members of the Board of
Directors thereof were members of the Incumbent Board at the time of the
execution of the initial agreement or action of the Board providing for such
sale or other disposition.
6.9 NO RIGHT OF PARTICIPATION OR EMPLOYMENT. No person shall have any
right to participate in this Plan. Neither this Plan nor any award made
hereunder shall confer upon any person any right to continued employment by the
Company, any Subsidiary or any affiliate of the Company or affect in any manner
the right of the Company, any Subsidiary or any affiliate of the Company to
terminate the employment of any person at any time without liability hereunder.
6.10 RIGHTS AS STOCKHOLDER. No person shall have any right as a
stockholder of the Company with respect to any shares of Common Stock or other
equity security of the Company which is subject to an award hereunder unless and
until such person becomes a stockholder of record with respect to such shares of
Common Stock or equity security.
6.11 GOVERNING LAW. This Plan, each award hereunder and the related
Agreement, and all determinations made and actions taken pursuant thereto, to
the extent not otherwise governed by the Code or the laws of the United States,
shall be governed by the laws of the State of Illinois and construed in
accordance therewith without giving effect to principles of conflicts of laws.
6.12 APPROVAL OF PLAN. This Plan and all awards made hereunder shall be
null and void if the adoption of this Plan is not approved by the affirmative
vote of a majority of the shares of Common Stock present in person or
represented by proxy at the 1995 annual meeting of stockholders.
17
<PAGE>
EXHIBIT 5
May 9, 1995
Stone Container Corporation
150 North Michigan Avenue
Chicago, Illinois 60601
Re: 13,000,000 Shares of Common Stock,
$.01 par value
----------------------------------
Ladies and Gentlemen:
I refer to the Registration Statement on Form S-8 (the "Registration
Statement") being filed by Stone Container Corporation (the "Company") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), relating to the registration of 13,000,000 shares of
Common Stock, $.01 par value (the "New Shares"), of the Company pursuant to the
Stone Container Corporation 1995 Long-Term Incentive Plan (the "Plan").
In rendering this opinion, I have examined and relied upon a copy of
the Plan and the Registration Statement. I have also examined such records,
documents and questions of law, and satisfied myself as to such matters of fact,
as I have considered relevant and necessary as a basis for this opinion.
Based on the foregoing, I am of the opinion that:
1. The Company is duly incorporated and validly existing under the
laws of the State of Delaware.
2. The New Shares will be legally issued, fully paid and non-
assessable when (i) the New Shares shall have been duly issued and sold in the
manner contemplated by the Plan and (ii) certificates representing the New
Shares shall have been duly executed, countersigned and registered and duly
delivered to the purchasers thereof against payment of the agreed consideration
therefor.
My opinion expressed herein is limited to the general corporation law
of the State of Delaware, the laws of the State of Illinois and the laws of the
United States.
I do not find it necessary for the purposes of this opinion to cover,
and accordingly I express no opinion as to, the application of the securities or
blue sky laws of the various states to the sale of the New Shares.
<PAGE>
Stone Container Corporation
May 9, 1995
Page 2
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to me included in or made a part of
the Registration Statement.
Very truly yours,
Leslie T. Lederer
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 6, 1995, which appears in
Stone Container Corporation's Annual Report on Form 10-K for the year ended
December 31, 1994. We also consent to the incorporation by reference of our
report on the Supplemental Financial Information, which appears in such Annual
Report on Form 10-K.
PRICE WATERHOUSE LLP
Chicago, Illinois
May 9, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
___________________________________________
The undersigned hereby constitutes and appoints Roger W. Stone, Arnold
F. Brookstone and Leslie T. Lederer, or any of them, his true and lawful
attorneys-in-fact, each with full power and authority (acting alone and without
the others), for the purpose of executing, in his name and on his behalf as a
director and/or officer of Stone Container Corporation, a Delaware corporation
(the "Corporation"), (a) the Corporation's Registration Statement on Form S-8
for the registration under the Securities Act of 1933, as amended, of shares of
Common Stock of the Corporation for issuance under the Stone Container
Corporation 1995 Long-Term Incentive Plan, (b) any and all amendments to such
Registration Statement, and to deliver on his behalf such Registration Statement
any and all amendments thereto, as each thereof is so executed, for filing with
the Securities and Exchange Commission. The undersigned hereby grants unto such
attorneys-in-fact, and any of them, full power of substitution and revocation in
the premises, and hereby ratifies and confirms all that such attorneys-in-fact,
or any of them, may do or cause to be done by virtue of these presents.
Dated: May 9, 1995
Roger W. Stone
-----------------------------
Roger W. Stone
<PAGE>
POWER OF ATTORNEY
___________________________________________
The undersigned hereby constitutes and appoints Roger W. Stone,
Arnold F. Brookstone and Leslie T. Lederer, or any of them, his true and lawful
attorneys-in-fact, each with full power and authority (acting alone and without
the others), for the purpose of executing, in his name and on his behalf as a
director and/or officer of Stone Container Corporation, a Delaware corporation
(the "Corporation"), (a) the Corporation's Registration Statement on Form S-8
for the registration under the Securities Act of 1933, as amended, of shares of
Common Stock of the Corporation for issuance under the Stone Container
Corporation 1995 Long-Term Incentive Plan, (b) any and all amendments to such
Registration Statement, and to deliver on his behalf such Registration Statement
any and all amendments thereto, as each thereof is so executed, for filing with
the Securities and Exchange Commission. The undersigned hereby grants unto such
attorneys-in-fact, and any of them, full power of substitution and revocation in
the premises, and hereby ratifies and confirms all that such attorneys-in-fact,
or any of them, may do or cause to be done by virtue of these presents.
Dated: May 9, 1995
Arnold F. Brookstone
-----------------------------
Arnold F. Brookstone
<PAGE>
POWER OF ATTORNEY
___________________________________________
The undersigned hereby constitutes and appoints Roger W. Stone,
Arnold F. Brookstone and Leslie T. Lederer, or any of them, his true and lawful
attorneys-in-fact, each with full power and authority (acting alone and without
the others), for the purpose of executing, in his name and on his behalf as a
director and/or officer of Stone Container Corporation, a Delaware corporation
(the "Corporation"), (a) the Corporation's Registration Statement on Form S-8
for the registration under the Securities Act of 1933, as amended, of shares of
Common Stock of the Corporation for issuance under the Stone Container
Corporation 1995 Long-Term Incentive Plan, (b) any and all amendments to such
Registration Statement, and to deliver on his behalf such Registration Statement
any and all amendments thereto, as each thereof is so executed, for filing with
the Securities and Exchange Commission. The undersigned hereby grants unto such
attorneys-in-fact, and any of them, full power of substitution and revocation in
the premises, and hereby ratifies and confirms all that such attorneys-in-fact,
or any of them, may do or cause to be done by virtue of these presents.
Dated: May 9, 1995
Thomas P. Cutilletta
-----------------------------
Thomas P. Cutilletta
<PAGE>
POWER OF ATTORNEY
___________________________________________
The undersigned hereby constitutes and appoints Roger W. Stone,
Arnold F. Brookstone and Leslie T. Lederer, or any of them, his true and lawful
attorneys-in-fact, each with full power and authority (acting alone and without
the others), for the purpose of executing, in his name and on his behalf as a
director and/or officer of Stone Container Corporation, a Delaware corporation
(the "Corporation"), (a) the Corporation's Registration Statement on Form S-8
for the registration under the Securities Act of 1933, as amended, of shares of
Common Stock of the Corporation for issuance under the Stone Container
Corporation 1995 Long-Term Incentive Plan, (b) any and all amendments to such
Registration Statement, and to deliver on his behalf such Registration Statement
any and all amendments thereto, as each thereof is so executed, for filing with
the Securities and Exchange Commission. The undersigned hereby grants unto such
attorneys-in-fact, and any of them, full power of substitution and revocation in
the premises, and hereby ratifies and confirms all that such attorneys-in-fact,
or any of them, may do or cause to be done by virtue of these presents.
Dated: May 9, 1995
James J. Glasser
-----------------------------
James J. Glasser
<PAGE>
POWER OF ATTORNEY
___________________________________________
The undersigned hereby constitutes and appoints Roger W. Stone,
Arnold F. Brookstone and Leslie T. Lederer, or any of them, his true and lawful
attorneys-in-fact, each with full power and authority (acting alone and without
the others), for the purpose of executing, in his name and on his behalf as a
director and/or officer of Stone Container Corporation, a Delaware corporation
(the "Corporation"), (a) the Corporation's Registration Statement on Form S-8
for the registration under the Securities Act of 1933, as amended, of shares of
Common Stock of the Corporation for issuance under the Stone Container
Corporation 1995 Long-Term Incentive Plan, (b) any and all amendments to such
Registration Statement, and to deliver on his behalf such Registration Statement
any and all amendments thereto, as each thereof is so executed, for filing with
the Securities and Exchange Commission. The undersigned hereby grants unto such
attorneys-in-fact, and any of them, full power of substitution and revocation in
the premises, and hereby ratifies and confirms all that such attorneys-in-fact,
or any of them, may do or cause to be done by virtue of these presents.
Dated: May 9, 1995
Jack M. Greenberg
-----------------------------
Jack M. Greenberg
<PAGE>
POWER OF ATTORNEY
___________________________________________
The undersigned hereby constitutes and appoints Roger W. Stone,
Arnold F. Brookstone and Leslie T. Lederer, or any of them, his true and lawful
attorneys-in-fact, each with full power and authority (acting alone and without
the others), for the purpose of executing, in his name and on his behalf as a
director and/or officer of Stone Container Corporation, a Delaware corporation
(the "Corporation"), (a) the Corporation's Registration Statement on Form S-8
for the registration under the Securities Act of 1933, as amended, of shares of
Common Stock of the Corporation for issuance under the Stone Container
Corporation 1995 Long-Term Incentive Plan, (b) any and all amendments to such
Registration Statement, and to deliver on his behalf such Registration Statement
any and all amendments thereto, as each thereof is so executed, for filing with
the Securities and Exchange Commission. The undersigned hereby grants unto such
attorneys-in-fact, and any of them, full power of substitution and revocation in
the premises, and hereby ratifies and confirms all that such attorneys-in-fact,
or any of them, may do or cause to be done by virtue of these presents.
Dated: May 9, 1995
John D. Nichols
-----------------------------
John D. Nichols
<PAGE>
POWER OF ATTORNEY
___________________________________________
The undersigned hereby constitutes and appoints Roger W. Stone,
Arnold F. Brookstone and Leslie T. Lederer, or any of them, his true and lawful
attorneys-in-fact, each with full power and authority (acting alone and without
the others), for the purpose of executing, in his name and on his behalf as a
director and/or officer of Stone Container Corporation, a Delaware corporation
(the "Corporation"), (a) the Corporation's Registration Statement on Form S-8
for the registration under the Securities Act of 1933, as amended, of shares of
Common Stock of the Corporation for issuance under the Stone Container
Corporation 1995 Long-Term Incentive Plan, (b) any and all amendments to such
Registration Statement, and to deliver on his behalf such Registration Statement
any and all amendments thereto, as each thereof is so executed, for filing with
the Securities and Exchange Commission. The undersigned hereby grants unto such
attorneys-in-fact, and any of them, full power of substitution and revocation in
the premises, and hereby ratifies and confirms all that such attorneys-in-fact,
or any of them, may do or cause to be done by virtue of these presents.
Dated: May 9, 1995
Jerry K. Pearlman
-----------------------------
Jerry K. Pearlman
<PAGE>
POWER OF ATTORNEY
___________________________________________
The undersigned hereby constitutes and appoints Roger W. Stone,
Arnold F. Brookstone and Leslie T. Lederer, or any of them, his true and lawful
attorneys-in-fact, each with full power and authority (acting alone and without
the others), for the purpose of executing, in his name and on his behalf as a
director and/or officer of Stone Container Corporation, a Delaware corporation
(the "Corporation"), (a) the Corporation's Registration Statement on Form S-8
for the registration under the Securities Act of 1933, as amended, of shares of
Common Stock of the Corporation for issuance under the Stone Container
Corporation 1995 Long-Term Incentive Plan, (b) any and all amendments to such
Registration Statement, and to deliver on his behalf such Registration Statement
any and all amendments thereto, as each thereof is so executed, for filing with
the Securities and Exchange Commission. The undersigned hereby grants unto such
attorneys-in-fact, and any of them, full power of substitution and revocation in
the premises, and hereby ratifies and confirms all that such attorneys-in-fact,
or any of them, may do or cause to be done by virtue of these presents.
Dated: May 9, 1995
Richard J. Raskin
-----------------------------
Richard J. Raskin
<PAGE>
POWER OF ATTORNEY
___________________________________________
The undersigned hereby constitutes and appoints Roger W. Stone,
Arnold F. Brookstone and Leslie T. Lederer, or any of them, his true and lawful
attorneys-in-fact, each with full power and authority (acting alone and without
the others), for the purpose of executing, in his name and on his behalf as a
director and/or officer of Stone Container Corporation, a Delaware corporation
(the "Corporation"), (a) the Corporation's Registration Statement on Form S-8
for the registration under the Securities Act of 1933, as amended, of shares of
Common Stock of the Corporation for issuance under the Stone Container
Corporation 1995 Long-Term Incentive Plan, (b) any and all amendments to such
Registration Statement, and to deliver on his behalf such Registration Statement
any and all amendments thereto, as each thereof is so executed, for filing with
the Securities and Exchange Commission. The undersigned hereby grants unto such
attorneys-in-fact, and any of them, full power of substitution and revocation in
the premises, and hereby ratifies and confirms all that such attorneys-in-fact,
or any of them, may do or cause to be done by virtue of these presents.
Dated: May 9, 1995
Alan Stone
-----------------------------
Alan Stone
<PAGE>
POWER OF ATTORNEY
___________________________________________
The undersigned hereby constitutes and appoints Roger W. Stone,
Arnold F. Brookstone and Leslie T. Lederer, or any of them, his true and lawful
attorneys-in-fact, each with full power and authority (acting alone and without
the others), for the purpose of executing, in his name and on his behalf as a
director and/or officer of Stone Container Corporation, a Delaware corporation
(the "Corporation"), (a) the Corporation's Registration Statement on Form S-8
for the registration under the Securities Act of 1933, as amended, of shares of
Common Stock of the Corporation for issuance under the Stone Container
Corporation 1995 Long-Term Incentive Plan, (b) any and all amendments to such
Registration Statement, and to deliver on his behalf such Registration Statement
any and all amendments thereto, as each thereof is so executed, for filing with
the Securities and Exchange Commission. The undersigned hereby grants unto such
attorneys-in-fact, and any of them, full power of substitution and revocation in
the premises, and hereby ratifies and confirms all that such attorneys-in-fact,
or any of them, may do or cause to be done by virtue of these presents.
Dated: May 9, 1995
Avery J. Stone
-----------------------------
Avery J. Stone
<PAGE>
POWER OF ATTORNEY
___________________________________________
The undersigned hereby constitutes and appoints Roger W. Stone,
Arnold F. Brookstone and Leslie T. Lederer, or any of them, his true and lawful
attorneys-in-fact, each with full power and authority (acting alone and without
the others), for the purpose of executing, in his name and on his behalf as a
director and/or officer of Stone Container Corporation, a Delaware corporation
(the "Corporation"), (a) the Corporation's Registration Statement on Form S-8
for the registration under the Securities Act of 1933, as amended, of shares of
Common Stock of the Corporation for issuance under the Stone Container
Corporation 1995 Long-Term Incentive Plan, (b) any and all amendments to such
Registration Statement, and to deliver on his behalf such Registration Statement
any and all amendments thereto, as each thereof is so executed, for filing with
the Securities and Exchange Commission. The undersigned hereby grants unto such
attorneys-in-fact, and any of them, full power of substitution and revocation in
the premises, and hereby ratifies and confirms all that such attorneys-in-fact,
or any of them, may do or cause to be done by virtue of these presents.
Dated: May 9, 1995
James H. Stone
-----------------------------
James H. Stone
