Common use of Stock Options; Restricted Stock Clause in Contracts

Stock Options; Restricted Stock. (a) As soon as practicable following the date of this Agreement, Parent and the Company (or, if appropriate, any committee of the Company Board administering Company's Stock Option Plan for Employees, as amended and restated as of January 28, 1998 (the "Option Plan"), shall take such action as may be required to effect the following provisions of this Section 2.09. At the Effective Time each (A) unvested option and (B) vested option whose exercise price immediately prior to the Effective Time equals or exceeds $12.00, in each case to purchase Shares pursuant to the Option Plan (a "Company Stock Option"), which is then outstanding shall be assumed by Parent and converted into an option (or a new substitute option shall be granted) (an "Assumed Stock Option") to purchase the number of shares of Georgia-Pacific Corporation-Georgia-Pacific Group common stock, par value $.80 per share ("Parent Common Stock") (rounded up to the nearest whole share) equal to (x) the number of Shares subject to such option multiplied by (y) the Merger Consideration divided by the closing price (as reported in the New York City edition of the Wall Street Journal, or if not reported therein, another nationally recognized source) for a share of Parent Common Stock on the date of the Effective Time, at an exercise price per share of Parent Common Stock (rounded down to the nearest xxxxx) equal to (A) the former exercise price per share of Company Common Stock under such option immediately prior to the Effective Time divided by (B) the Merger Consideration divided by the closing price (as reported in the New York City edition of the Wall Street Journal, or if not reported therein, another nationally recognized source) for a share of Parent Common Stock on the date of the Effective Time; provided, however, that in the case of any Company Stock Option which is intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Code. Except as provided above each Assumed Stock Option shall be subject to the same terms and conditions (including expiration date, vesting and exercise provisions) as were applicable to the converted Company Stock Option immediately prior to the Effective Time; provided, however, that if the employment of any holder of an Assumed Stock Option is terminated by the Company other than for cause after the Effective Time, all Assumed Options held by such holder shall be 100% vested and remain exercisable until the earlier of (x) 90 days beginning on the date of such termination and (y) the expiration of the term of the Assumed Option.

Stock Options; Restricted Stock. (a) As soon as practicable following the date of this Agreement, Parent and the Company (or, if appropriate, any committee of the Effective Time, each option (“Company Board administering Option”) which has been granted under the Company's ’s Amended and Restated 1999 Long Term Incentive Plan or 2008 Long-Term Incentive Plan or any predecessor plans thereto (collectively, the “Company Stock Option Plan for Employees, as amended Plan”) and restated as of January 28, 1998 (the "Option Plan"), shall take such action as may be required to effect the following provisions of this Section 2.09. At is outstanding at the Effective Time each Time, whether or not then exercisable, will either, at the election of the holder of a Company Option made not less than ten (A10) unvested option and (B) vested option whose exercise price immediately Business Days prior to the Effective Time equals or exceeds $12.00Time: (A) be exchanged for, and the holder of each such Company Option will be entitled to receive, upon surrender of the Company Option for cancellation, cash in each case an amount equal to purchase Shares pursuant to the Option Plan (a "Company Stock Option"), which is then outstanding shall be assumed by Parent and converted into an option (or a new substitute option shall be granted) (an "Assumed Stock Option") to purchase the number of shares of Georgia-Pacific Corporation-Georgia-Pacific Group common stockCompany Common Stock covered by such Company Option multiplied by the excess, par value $.80 if any, of the Per Share Amount over the exercise price per share of such Company Option ("the “Option Payment”), or (B) shall remain outstanding under the Company Stock Plan except that the holder of such Company Option will be entitled to receive Parent Common Stock"Stock Consideration upon exercise thereof on the following terms: (A) (the number of shares of Parent Common Stock which may be acquired pursuant to such Company Stock Option shall be equal to the product of the number of shares of Company Common Stock covered by the Company Option multiplied by 1.2025; provided that any fractional share of Parent Common Stock resulting from such multiplication shall be rounded up to the nearest whole share) equal to ; (xB) the number of Shares subject to such option multiplied by (y) the Merger Consideration divided by the closing price (as reported in the New York City edition of the Wall Street Journal, or if not reported therein, another nationally recognized source) for a share of Parent Common Stock on the date of the Effective Time, at an exercise price per share of Parent Common Stock (rounded down shall be equal to the nearest xxxxx) equal to (A) the former exercise price per share of Company Common Stock under of such option immediately prior Company Option, divided by 1.2025, provided that such exercise price shall be rounded up to the Effective Time divided by nearest whole cent; (BC) the Merger Consideration divided by the closing price (as reported in the New York City edition duration and other terms of the Wall Street Journal, or if not reported therein, another nationally recognized source) for a share of such Parent Common Stock on the date of the Effective Time; provided, however, that in the case of any Company Stock Option which is intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Code. Except as provided above each Assumed Stock Option shall be subject identical to the same duration and other terms and conditions of such Company Option (including expiration date, vesting and exercise provisions) as were applicable giving effect to the converted terms of the Company Stock Option immediately prior Plans or the Company Options providing for accelerated vesting as a result of the transactions contemplated by this Agreement) except that all references to Company shall be deemed to be references to Parent and its affiliates, where the Effective Time; providedcontext so requires, however, that if and shall remain exercisable until the employment stated expiration date of any the corresponding Company Option. In the absence of an election by the holder of an Assumed Stock Option is terminated by the a Company other than for cause after the Effective TimeOption, all Assumed Company Options held by such holder shall be 100% vested converted to cash and remain exercisable until delivered to the earlier of (x) 90 days beginning on the date of such termination and (y) the expiration holder of the term of the Assumed Company Option.

Stock Options; Restricted Stock. (a) As soon as practicable following Each option to purchase Target Common Shares (each, a “Target Option”) granted under the date employee and director stock plans and agreements of this Agreement, Parent and the Company (or, if appropriate, any committee of the Company Board administering Company's Stock Option Plan for Employees, as amended and restated as of January 28, 1998 Target (the "Option Plan"“Target Stock Plans”), shall take such action as may be required to effect the following provisions of this Section 2.09. At the Effective Time each (A) unvested option and (B) whether vested option whose exercise price or unvested, that is outstanding immediately prior to the Effective Time equals or exceeds $12.00shall, in each case to purchase Shares pursuant to the Option Plan (a "Company Stock Option"), which is then outstanding shall be assumed by Parent and converted into an option (or a new substitute option shall be granted) (an "Assumed Stock Option") to purchase the number of shares of Georgia-Pacific Corporation-Georgia-Pacific Group common stock, par value $.80 per share ("Parent Common Stock") (rounded up to the nearest whole share) equal to (x) the number of Shares subject to such option multiplied by (y) the Merger Consideration divided by the closing price (as reported in the New York City edition of the Wall Street Journal, or if not reported therein, another nationally recognized source) for a share of Parent Common Stock on the date of the Effective TimeTime and in accordance with its terms, at an exercise price per share of Parent Common Stock (rounded down to automatically and without any action on the nearest xxxxx) equal to (A) the former exercise price per share of Company Common Stock under such option immediately prior to the Effective Time divided by (B) the Merger Consideration divided by the closing price (as reported in the New York City edition part of the Wall Street Journalholders thereof, or if not reported thereinbe converted into a vested Parent Option, another nationally recognized source) for a share of Parent Common Stock on the date of the Effective Time; provided, however, that in the case of any Company Stock Option which is intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Code. Except as provided above each Assumed Stock Option shall be subject to the same terms and conditions (including expiration date, vesting and exercise provisionsexcept as provided in this Section 3.2) as were applicable to the converted Company Stock under such Target Option immediately prior to the Effective Time, to purchase that number of Parent Common Shares equal to the product of (i) the total number of Target Common Shares subject to such Target Option and (ii) the Exchange Ratio, rounded down to the nearest whole number of Parent Common Shares; providedprovided that, however, that if in the employment event of rounding down of any holder fractional Parent Common Shares, Parent shall pay an amount in cash (without interest) in accordance with Section 3.2(a). The per-share exercise price for the Parent Common Shares issuable upon exercise of an Assumed Stock Option is terminated such Parent Options will be equal to the quotient determined by dividing (A) the Company other than for cause after exercise price per share of the Target Common Shares at which the Target Options were exercisable immediately prior to the Effective TimeTime by (B) the Exchange Ratio, all Assumed Options held by such holder shall be 100% vested and remain exercisable until rounding to the earlier of resulting per-share exercise price up to the nearest whole cent. Notwithstanding the foregoing, (x) 90 days beginning on in no event shall the date per-share exercise price be less than the par value of such termination Parent Common Shares, and (y) in any event the expiration exercise price, the number of Parent Common Shares purchasable pursuant to such Target Option and the terms and conditions of exercise of such Target Option shall be determined in accordance with the requirements of Section 424(a) of the term Code and in a manner that does not cause any Target Option to be deferred compensation subject to Section 409A of the Assumed OptionCode. Prior to Closing, (1) Parent will take all corporate actions necessary to reserve for issuance a sufficient number of Parent Common Shares for delivery upon exercise of Target Options assumed by Parent under this Section 3.2(a) and (2) Target shall pass such resolutions as necessary to approve the terms of this Section 3.2(a).

Stock Options; Restricted Stock. (a) As soon The terms of each outstanding option (a “Company Stock Option”) to purchase shares of Company Stock under any employee stock option or compensation plan or arrangement of Company (a “Company Stock Option Plan”), whether or not exercisable or vested, shall be adjusted as practicable following necessary to provide that, at the date of this AgreementEffective Time, Parent and the shall assume each Company (or, if appropriate, any committee of the Company Board administering Company's Stock Option Plan for Employees, as amended and restated as of January 28, 1998 (the "Option Plan"), shall take such action as may be required to effect the following provisions of this Section 2.09. At the Effective Time each (A) unvested option and (B) vested option whose exercise price outstanding immediately prior to the Effective Time equals or exceeds $12.00, in and each case such Company Stock Option shall constitute an option to purchase Shares acquire on the same terms and conditions as were applicable under such Company Stock Option under the plan pursuant to which it was issued and the Option Plan (a "Company Stock Option")terms of the stock option agreement by which it is evidenced, which is then outstanding shall be assumed by Parent and converted into an option (or a new substitute option shall be granted) (an "Assumed Stock Option") to purchase the same number of shares of Georgia-Pacific Corporation-Georgia-Pacific Group common stockParent Stock as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such Company Stock Option in full immediately prior to the Effective Time, par value $.80 at a price per share ("Parent Common Stock") (share, rounded up to the nearest whole share) equal to (x) the number of Shares subject to such option multiplied by (y) the Merger Consideration divided by the closing price (as reported in the New York City edition of the Wall Street Journalcent, or if not reported therein, another nationally recognized source) for a share of Parent Common Stock on the date of the Effective Time, at an exercise price per share of Parent Common Stock (rounded down to the nearest xxxxx) equal to (A) the former aggregate exercise price per share for the shares of Company Common Stock under otherwise purchasable pursuant to such option immediately prior to the Effective Time Company Stock Option divided by (B) the Merger Consideration divided by the closing price aggregate number of shares of Parent Stock deemed purchasable pursuant to such Company Stock Option (each, as reported in the New York City edition of the Wall Street Journalso adjusted, or if not reported thereinan “Adjusted Option”), another nationally recognized source) for a provided that any fractional share of Parent Common Stock on resulting from an aggregation of all the date shares of a holder subject to Company Stock Option shall be rounded down to the Effective Time; providednearest whole share, howeverand provided further that, that in the case of for any Company Stock Option which is intended to qualify as be an “incentive stock option under option” (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), the conversion formula option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be adjusted, if necessary, determined in order to comply with Section 424(a) 424 of the Code. Except as provided above each Assumed Stock Option shall be subject to the same terms and conditions (including expiration date, vesting and exercise provisions) as were applicable to the converted Company Stock Option immediately prior to the Effective Time; provided, however, that if the employment of any holder of an Assumed Stock Option is terminated by the Company other than for cause after the Effective Time, all Assumed Options held by such holder shall be 100% vested and remain exercisable until the earlier of (x) 90 days beginning on the date of such termination and (y) the expiration of the term of the Assumed Option.