Exhibit 10.9
INTERNATIONAL PAPER COMPANY
LONG-TERM INCENTIVE COMPENSATION PLAN
EXECUTIVE CONTINUITY AWARD
RESTRICTED STOCK AGREEMENT
The International Paper Company Long-Term Incentive Compensation Plan
(the "Plan") provides in Section 16 that the Committee of the Board which
administers the Plan (the "Committee") may authorize an Executive Continuity
Award consisting of a tandem grant of Restricted Shares of common stock of
International Paper Company (the "Company"), together with a related
Non-Qualified Stock Option under the terms of the Plan. The terms and provisions
of the Plan are incorporated by reference herein. In connection with the
employment of PARTICIPANT NAME (the "Executive") and pursuant to the provisions
of the Plan and by direction of the Committee of the Board of Directors which is
authorized to administer the Plan, the following agreement is made on DATE OF
AWARD, between the Company and the Executive:
1. SHARE
The term "Share" or "Stock" as used in this Restricted Stock Agreement
shall mean a share of common stock of $1.00 par value of International Paper
Company.
2. COMPLIANCE WITH LAW AND REGULATIONS
It is the intention of the parties that this Restricted Stock
Agreement, and any securities issued pursuant to this Agreement, shall comply
with all provisions of federal and applicable state securities laws.
3. AWARD OF RESTRICTED SHARES
(a) Subject to the provisions of the Plan and this Restricted Stock
Agreement, the Company hereby awards and authorizes the issuance
to Executive of XX,XXX Restricted Shares. Such Shares shall be
issued with the restriction that the Executive may not sell,
transfer, pledge, or assign such Shares until the Shares are
earned and the restrictions are removed as described below, and
shall be subject to forfeiture and cancellation pursuant to the
provisions of the Plan and this Agreement.
(b) Exercise of the related tandem Executive Continuity Award Stock
Option Agreement between the parties dated DATE OF AWARD, will
result in cancellation and forfeiture of Restricted Shares
awarded to Executive under the Restricted Stock Agreement at the
ratio of: one share of Restricted Stock (plus all shares of
Restricted Stock purchased with reinvested dividends paid on such
Shares) for each five Option Shares purchased upon exercise of
the Executive Continuity Award Stock Option.
(c) All dividends paid on Restricted Shares shall be reinvested in
additional Restricted Shares (which shall be subject to being
earned by the Executive on the same basis as the original
Shares).
(d) The number of Shares determined by the Committee to have been
earned by Executive under the Plan and this Restricted Stock
Agreement shall be final, conclusive and binding upon all
parties, including the Company, the shareowners and the
Executive.
4. METHOD OF EARNING EXECUTIVE CONTINUITY AWARD SHARES AND REMOVAL OF
RESTRICTIONS
(a) Upon Executive's attainment of age AGE (on SNAP SHOT DATE) while
employed by the Company, (or death or the Executive's becoming
disabled as such condition is determined in the sole discretion
of the Committee, if earlier) or upon a change of control of the
Company (as defined in subsection (b) below), the restrictions on
the Executive Continuity Award will be removed, and the award
will vest in the following manner:
(i) If the current realizable gain on the Executive's related
tandem Executive Continuity Award Stock Option dated DATE
OF AWARD, is greater than the current market value of the
related Restricted Shares awarded under this Restricted
Stock Agreement (including Restricted Shares purchased
with reinvested dividends), then all such Restricted
Shares shall be cancelled and forfeited (and the Stock
Option shall continue in effect as provided in the Stock
Option Agreement).
(ii) If the current market value of the Restricted Shares
awarded under this Restricted Stock Agreement (including
Restricted Shares purchased with reinvested dividends) is
greater than the current realizable gain on the related
tandem Stock Option, then the option shall be cancelled
and the restrictions shall be removed from all of the
Restricted Shares under this Agreement.
If Executive ceases to be an active employee of the Company prior to
age AGE for any reason other than death or disability as described
above, all of the Restricted Shares under this Agreement shall be
cancelled and forfeited unless the Committee determines otherwise
pursuant to Section 2 of the Plan.
(b) For purposes of this Agreement, the term "change of control of
the Company" shall mean a change in control of a nature that
would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended ("Exchange Act"); provided that,
without limitation, such a change in control shall be deemed to
have occurred if (i) any "person" as such term is used in Section
13(d) and 14(d)(2) of the Exchange Act (other than employee
benefits plans sponsored by the Company) is or becomes the
beneficial owner, directly or indirectly, of securities of the
Company
representing 20% or more of the combined voting power of
the Company's then outstanding securities, or (ii) during any
period of two consecutive years, individuals who at the beginning
of such period constitute the Board of Directors of the Company,
cease for any reason to constitute at least a majority thereof
unless the election, or the nomination for election, by the
Company's shareowners of each new director was approved by a vote
of at least two-thirds of the directors still in office who were
directors at the beginning of the period, except that a change of
control for purpose of this Agreement shall not include a
transaction initiated by management such as a management led
buyout or recapitalization except where such transaction (1) is
in response to the acquisition of 10% or more of the Company's
stock or the announcement of a tender offer for 20% or more of
the Company's stock (other than by employee benefit plans
sponsored by the Company); or (ii) is approved by the Board in
accordance with the standards set forth in Section 717 of the New
York Business Corporation Law or any successor provision.
5. DESIGNATION OF BENEFICIARY
The Executive may file with the Committee a designation of a
beneficiary or beneficiaries on a form approved by the Committee, which
designation may be changed or revoked by the Executive's sole action, provided
that the change or revocation is filed with the Committee on a form approved by
it. In case of the death of the Executive, before termination of employment or
after retirement or disability, any portions of the Executive's award to which
the Executive's designated beneficiary or estate is entitled under the Plan and
this Restricted Stock Agreement, shall be paid to the beneficiary or
beneficiaries so designated or, if no beneficiary has been designated or
survives the Executive, shall be delivered as directed by the executor or
administrator of the Executive's estate.
6. NON-TRANSFERABILITY OF AWARDS AND SHARES
No award or Share under this Plan, and no rights or interest therein,
shall be assignable or transferable by the Executive, except at death by will or
by the laws of descent and distribution.
7. CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
Attached to this Award Agreement and incorporated herein by this
reference is a copy of the Confidentiality and Non-Competition Agreement entered
into between the Company and the Executive. In the event either (1) the
Executive has not yet signed a Confidentiality and Non-Competition Agreement, or
(2) the form of the Confidentiality and Non-Compettion Agreement has been
updated since the date of the most recent Confidentiality and Non-Competition
Agreement signed by the Executive, then a blank form has been attached to be
signed by the Executive and the Company and incorporated into this Award
Agreement.
8. OTHER TERMS AND CONDITIONS
(a) Executive (or his or her estate or beneficiary) shall promptly
provide all information related to this Restricted Stock
Agreement which is requested by the Company for its tax returns.
(b) Executive acknowledges receipt of a copy of the Plan, and
represents that Executive is familiar with the terms and
provisions of the Plan, and hereby accepts the Restricted Shares
awarded under this Restricted Stock Agreement subject to all the
terms and provisions of the Plan and this Agreement. Executive
hereby agrees to accept as binding, conclusive and final all
decisions which are made by the Committee with respect to
interpretations of the terms of the Plan or this Agreement and
with respect to any questions or disputes arising under the Plan
or this Agreement.
(c) All of the terms and conditions of the Plan and this Restricted
Stock Agreement shall be binding upon any surviving spouse,
beneficiary, executor, administrator, heirs, successors or
assigns of Executive.
(d) Participation in the Plan, and execution of this Restricted Stock
Agreement, shall not give the Executive any right to a subsequent
award, nor any right to continued employment by the Company for
any period, nor shall the granting of an award or execution of
this Agreement give the Company any right to continued services
of the Executive for any period.
(e) All Restricted Shares awarded under this Restricted Stock
Agreement, and purchased with reinvested dividends, will be
uncertificated shares with notations describing the applicable
restrictions of the Plan and this Agreement, and no stock
certificates will be issued by the Company or its designated
custodian until the restrictions are removed and, then, only at
the request of the Executive.
IN WITNESS WHEREOF, the parties hereby execute this Executive Continuity Award
Restricted Stock Agreement, effective as of DATE OF AWARD.
INTERNATIONAL PAPER COMPANY
By: ____________________________________
Title: Senior Vice President-Human Resources
Signature of Executive: ____________________________________
Address: ____________________________________
Social Security Number: ____________________________________
INTERNATIONAL PAPER COMPANY
LONG-TERM INCENTIVE COMPENSATION PLAN
EXECUTIVE CONTINUITY AWARD
NON-QUALIFIED STOCK OPTION AGREEMENT
This agreement is made effective DATE OF AWARD, between International
Paper Company, a New York Corporation (the "Company") and PARTICIPANT NAME (the
"Executive") in connection with the employment of Executive and pursuant to the
provisions of the International Paper Company Long-Term Incentive Compensation
Plan (the "Plan"). The terms and provisions of the Plan are incorporated by
reference herein.
Pursuant to the provisions of the Plan and by direction of the
Committee of the Board of Directors which is authorized to administer the Plan
(the "Committee"), it is hereby agreed between the parties as follows:
1. GRANT OF OPTION
Subject to the provisions of the Plan and this Agreement, the Company
hereby grants to Executive an option to purchase XX,XXX shares of common stock
(par value $1.00) of the Company at a purchase price of $xx.xxxx per share
(which option price has been determined by the Committee to be not less than the
fair market value of such stock at the time this option is granted).
2. COMPLIANCE WITH LAWS AND REGULATIONS
It is the intention of the parties that this option shall satisfy the
provisions of SEC Rule 16b-3 relating to transactions occurring under employee
benefit plans. For federal income tax purposes this is a Non-Qualified Stock
Option which does not come within the scope of Sections 421-425 of the Internal
Revenue Code (relating to Qualified, Incentive and Restricted Stock Options).
3. TERMINATION OF OPTION
Any unexercised portion of this option shall terminate, and shall not
be exercisable, on and after attaining age AGE (TERMINATE DATE) provided,
however, that this option shall terminate immediately if Executive ceases to be
an employee of the Company prior to attaining age AGE (VESTING DATE) (except as
provided in Sections 5 or 6 below in the event of disability or death, or unless
the Committee determines otherwise pursuant to Section 2 of the Plan).
4. EXERCISE OF OPTION
This option may be exercised at any time, and from time to time, in
whole or in part, until the termination of the option as provided in Sections 3
or 8 of this Agreement; provided however that:
(a) The Executive has continuously been an employee of the Company
(or a subsidiary corporation) since the date the option was
granted (except as provided in Sections 5 or 6 below in the
event of disability or death).
(b) This option shall in no event be exercisable after the latest
date set forth in Section 3 above.
(c) This option is not transferable or assignable by the Executive
otherwise than by will or the laws of descent and
distribution, and during the lifetime of the Executive is
exercisable only by the Executive.
(d) This option shall in no event be exercisable if the issuance
of the shares upon such exercise would constitute a violation
of any applicable federal or state securities statutes or
other law or valid governmental regulation.
(e) In the event this option is exercised prior to VESTING DATE,
then the Company shall have the right (but not an obligation)
to repurchase from Executive, at the purchase price which is
set forth in Section 1 of this Agreement, the shares which are
registered in the name of the Executive upon such exercise of
this option. Such shares shall be uncertificated and contain a
notation setting forth this restriction, and no certificate
shall be issued by the Company until the restriction expires
or terminates and, then, only at the request of the Executive.
This restriction shall lapse upon a "change of control of the
Company" (as defined below), or upon Executive's retirement
after age AGE, permanent disability (as defined in Section 5
below), or death. For purposes of this Agreement, the term
"change of control of the Company" shall mean a change of
control of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14a of Regulation 14A
promulgated under the Securities Exchange Act of 1934, as
amended ("Exchange Act"); provided that, without limitation,
such a change of control shall be deemed to have occurred if
(i) any "person" as such term is used in Sections 13(d) and
14(d)(2) of the Exchange Act (other than employee benefit
plans sponsored by the Company) is or becomes the beneficial
owner, directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the
Company's then outstanding securities, or (ii) during any
period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of
the Company, cease for any reason to constitute at least a
majority thereof unless the election, or the nomination for
election, by the Company's share owners of each new director
was approved by a vote of at least two-thirds of the directors
still in office who were directors at the beginning of the
period, except that a change of control
for purpose of this Stock Option Agreement shall not include a
transaction initiated by management (such as a management led
buyout or recapitalization) except where such transaction: (1)
is in response to the acquisition of 10% or more of the
Company's stock or to the announcement of a tender offer for
20% or more of the Company's stock (other than by employee
benefit plans sponsored by the Company); or (ii) is approved
by the Board of Directors of the Company in accordance with
the standards set forth in Section 717 of the New York
Business Corporation Law or any successor provision.
(f) This option shall be exercisable by written notice which shall:
(i) be delivered in person or by certified mail to:
International Paper Company
Two Manhattanville Road
Purchase, New York 10577
Attention: Executive Compensation
(ii) state the election to exercise the option, the number
of shares as to which it is being exercised, and the
name, address and Social Security number of the
person in whose name the stock is to be registered;
(iii) be signed by the person entitled to exercise the
option and, if the option is being exercised by any
person other than the Executive, be accompanied by
proof, satisfactory to counsel for the Company, of
the right of such person to exercise the option; and
(iv) be for multiples of 100 shares, or for the entire
outstanding portion of this option.
(g) Payment of the purchase price for any shares with respect to
which the option is being exercised shall be by certified or
bank check or other cash equivalent (or, in the sole
discretion of the Committee, in stock of the Company owned by
the Executive including Performance Share Stock awarded under
the Plan).
(h) This option shall not be exercisable as an "incentive stock
option" pursuant to the provisions of Section 422 of the
Internal Revenue Code.
5. DISABILITY OF EXECUTIVE
In the event the Executive becomes disabled (as such condition is
determined in the sole discretion of the Committee) prior to age AGE, this
option may be exercised for up to one year after the date of such disability by
the Executive, or by the person or persons who have acquired the rights of the
Executive by will or under the laws of descent and distribution.
6. DEATH OF EXECUTIVE
In the event of death of the Executive prior to age AGE, this
option may be exercised for up to one year after the Executive's death by the
beneficiary or beneficiaries so designated, or if no beneficiary has been
designated or survives the Executive, by the person or persons who have acquired
the rights of the Executive by will or under the laws of descent and
distribution.
7. INFORMATION FOR COMPANY TAX RETURNS
Executive (or his or her estate or beneficiary) shall promptly provide
all information related to this stock option, or disposition of stock acquired
under this option, which is requested by the Company for its tax returns.
8. CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
Attached to this Award Agreement and incorporated herein by this
reference is a copy of the Confidentiality and Non-Competition Agreement entered
into between the Company and the Participant. In the event either (1) the
Participant has not yet signed a Confidentiality and Non-Competition Agreement,
or (2) the form of Confidentiality and Non-Competition Agreement has been
updated since the date of the most recent Confidentiality and Non-Competition
Agreement signed by the Participant, then a blank form has been attached to be
signed by the Participant and the Company and incorporated into this Award
Agreement.
9. OTHER TERMS AND CONDITIONS OF OPTION
(a) In the event of any stock dividend, split-up, reclassification
or other analogous change in capitalization or any
distribution (other than regular cash dividends) to holders of
the Company's common stock, the Committee shall make such
adjustments, if any, as in its sole discretion it deems
equitable in the number of shares covered by any outstanding
portion of this option.
(b) Prior to the exercise of this option and delivery of the stock
represented thereby, Executive shall have no rights to any
dividends nor be entitled to any voting rights on any stock
represented by this option.
(c) Executive acknowledges receipt of a copy of the Plan, and
represents that Executive is familiar with the terms and
provisions of the Plan, and hereby accepts this option subject
to all the terms and provisions thereof. Executive hereby
agrees to accept as binding, conclusive and final all
decisions which are made by the Committee with respect to
interpretation of the terms of the Plan or this option and
with respect to any questions or disputes arising under the
Plan or this option.
(d) Executive authorizes the Company to withhold from the shares
deliverable upon exercise of this option, or from any
compensation otherwise payable to Executive, the amount of any
taxes which are required to be withheld by federal, state or
local law as a result of the exercise of this option.
(e) All of the terms and conditions of the Plan and this option
shall be binding upon any surviving spouse, beneficiary,
executor, administrator, heirs, successors or assigns of
Executive.
(f) At any time prior to exercise, this option shall be subject to
being terminated by the Committee, in the Committee's sole
discretion, if the Executive shall have been found by the
Committee (i) to be in breach of any agreement between the
Company and the Executive concerning confidentiality or
non-competition with the Company, (ii) to have engaged in any
action inimical to the interests of the Company, or engaged in
any acts of dishonesty or other serious misconduct in
connection with the Executive's employment by the Company or a
subsidiary.
IN WITNESS WHEREOF, the parties hereby execute this Stock Option Agreement,
effective as of DATE OF AWARD.
INTERNATIONAL PAPER COMPANY
By: ____________________________________
Title: Senior Vice President-Human Resources
Signature of Executive: ____________________________________
Address: ____________________________________
Social Security Number: ____________________________________
