Exhibit 10.11(x)
GEORGIA-PACIFIC CORPORATION/GEORGIA-PACIFIC GROUP
1997 LONG-TERM INCENTIVE PLAN
PERFORMANCE SHARE GRANT AGREEMENT
---------------------------------
-----------------------------------------------------
Grantee: [First middle Last]
Target Grant: [ ] shares
Performance Period January 1, 2001 through
December 31, 2003
Grant Date: January 29, 2001
-----------------------------------------------------
THIS AGREEMENT, dated as of the Grant Date stated above, by and between Georgia-
Pacific Corporation (the "Corporation") and the Grantee;
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Corporation wishes to give the Grantee an opportunity to
acquire or enlarge his/her equity ownership in the Corporation for purposes of
augmenting the Grantee's proprietary interest in the success of Georgia-Pacific
Corporation and thereby focusing Grantee's efforts on increasing shareholder
value;
WHEREAS, the Performance Shares described in this Agreement have been
granted pursuant to, and are governed by, the Plan (as defined below);
NOW, THEREFORE, the Corporation and the Grantee hereby agree as follows:
1. Performance Share Grant. Subject to the terms and conditions of this
Agreement, the Corporation hereby grants to Grantee a Target Grant of
Performance Shares as specified on the first page of this Agreement.
2. Award of Performance Shares. The Grantee will receive an award of a
specified percentage of his/her Target Grant of Performance Shares as of the
last day of the Performance Period if he remains actively employed with the
Corporation on such date and if the percentile ranking of the G-P Group's TSR
for the Performance Period, when compared to the TSR performance of the other
Peer Group Companies for the Performance Period, equals or exceeds the 30th
percentile. The following chart specifies the percentage of the Target Grant
that will be awarded depending upon the actual TSR percentile rating achieved by
G-P Group during the Performance Period:
-----------------------------------------------------------
Achieved TSR Award as Percentage of
Percentile Target Grant
-----------------------------------------------------------
Less than 30th 0%
-----------------------------------------------------------
30th 50%
-----------------------------------------------------------
40th 70%
-----------------------------------------------------------
50th 90%
-----------------------------------------------------------
60th 114%
-----------------------------------------------------------
70th 138%
-----------------------------------------------------------
80th 160%
-----------------------------------------------------------
90th 180%
-----------------------------------------------------------
100th 200%
-----------------------------------------------------------
The percentage of the Target Grant awarded for achieved TSR percentiles which
lie between the data points specified in the chart will be determined by
interpolation. One hundred percent (100%) of the Target Grant will be awarded if
the G-P Group achieves a TSR performance during the Performance Period of 54.17.
The precise number of Performance Shares awarded to the Grantee under this
Agreement pursuant to this Section 2 will be determined by multiplying the
Target Grant by the percentage specified in the above chart (or determined
through interpolation based on the chart), and then rounding the resulting
number up to the nearest whole number.
-2-
3. Awards on Certain Events. Notwithstanding the requirement in Section 2 of
this Agreement that a Grantee be actively employed on the last day of the
Performance Period, Performance Shares shall be awarded pursuant to Section 2 to
any Grantee who terminates employment during the Performance Period:
(i) on the Grantee's Normal or Early Retirement Date;
(ii) on the Grantee's Disability Retirement Date;
(iii) on the date of the Grantee's death prior to his termination of
employment from the Corporation;
(iv) as a result of a Change of Control; or
(v) subject to the approval of the Committee, on the date of the
Grantee's involuntary termination of employment from the
Corporation due to (A) job elimination or (B) such other reason
as may be specifically approved by the Committee.
4. Delivery of Shares. Certificates representing Performance Shares which
are awarded pursuant to Section 2 shall be delivered to the affected Grantee as
soon as practicable after the TSR for the Performance Period has been certified
by the Compensation Committee. At such time, the Grantee shall enjoy full
shareholder and ownership rights with respect to such shares.
5. Ownership Rights. Upon receipt of an award of Performance Shares under this
Agreement, the Grantee shall exercise all ownership rights (including, without
limitation, the right to vote and the right to receive dividends) with respect
to such shares, provided that voting and dividend rights with respect to the
shares will be exercisable only if the record date for determining shareholders
entitled to vote, or to receive dividends, falls on or after an Award Date. The
Grantee shall have the same rights with respect to any shares of Stock accruing
to awarded Performance Shares as a result of any adjustment under Sections 8(h).
-3-
6. Deferral of Exercise or Delivery of Shares. Notwithstanding any provision in
this Agreement to the contrary, if any law or regulation of any governmental
authority having jurisdiction in the matter requires the Corporation, the Plan
Administrator, the Agent or the Grantee to take any action or refrain from
action in connection with the award or delivery of Performance Shares under this
Agreement, or to delay such award or delivery, then the award or delivery of
such shares shall be deferred until such action has been taken or such
restriction on action has been removed.
7. Termination Date. The Grantee's date of termination of employment from the
Corporation shall be deemed for purposes of this Agreement to be the later of
(i) his last day of active work for the Corporation or (ii) his last day on the
active employee payroll of the Corporation; provided, however, that for all
purposes of this Agreement, the Grantee shall be deemed actively at work during
any period the Grantee is on approved paid medical leave or leave of absence.
8. General Provisions. The Grantee acknowledges that he has read, understands
and agrees with all of the provisions in this Agreement and the Plan, including
(but not limited to) the following:
(a) Authority of Plan Administrator. The Plan Administrator shall have the
authority to administer the Agreement and the Plan; to make all determinations
with respect to the construction and application of the Agreement, the Plan, and
the resolutions of the Board of Directors establishing the Plan; to adopt and
revise rules relating to the Agreement and the Plan; to hire the Agent with
respect to its administrative responsibilities under the Agreement and the Plan;
and to make other determinations which it believes are necessary or advisable
for the administration of the Agreement and the Plan. Any dispute or
disagreement which arises under this Agreement or the Plan shall be resolved by
the Plan Administrator in its absolute discretion. Any such determination,
interpretation, resolution, or other action by the Plan Administrator
-4-
shall be final, binding and conclusive with respect to the Grantee and all other
persons affected thereby.
(b) Notices. Any notice which is required or permitted under this Agreement
shall be in writing (unless otherwise specified in the Agreement or in a writing
from the Corporation or the Agent to the Grantee), and delivered personally or
by mail, postage prepaid, addressed as follows: (i) if to the Corporation or the
Agent, at 000 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx 00000, Attention:
Compensation Department, or at such other address as the Corporation or the
Agent by notice to the Grantee may have designated from time to time; (ii) if to
the Grantee, at the address indicated in the Grantee's then-current personnel
records, or at such other address as the Grantee by notice to the Corporation
may have designated from time to time. Such notice shall be deemed given upon
receipt.
(c) Taxation. The Grantee shall be responsible for all applicable income
and withholding taxes and the employee share of FICA taxes with respect to any
compensation income generated upon the award of his vested Performance Shares
under this Agreement.
(d) Nontransferability. This Agreement and the Performance Shares granted
to the Grantee shall be nontransferable and shall not be sold, hypothecated or
otherwise assigned or conveyed by the Grantee to any other person, except as
specifically permitted in this Agreement. No assignment or transfer of this
Agreement or the rights represented thereby, whether voluntary or involuntary,
or by operation of law or otherwise, shall vest in the assignee or transferee
any interest or right whatsoever, except as specifically permitted in this
Agreement. The Agreement shall terminate, and be of no force or effect,
immediately upon any attempt to assign or transfer the Agreement or any of the
Performance Shares to which the Agreement applies.
(e) Designation of Beneficiary. Notwithstanding anything in Section 8(d) to
the contrary, the Grantee may designate a person or persons to receive, in the
event of his death, any rights to which he would be entitled under this
Agreement. Such a designation shall be filed with the Agent in accordance with
uniform procedures specified by the Plan Administrator. The Grantee may change
or revoke a Beneficiary designation at any time by filing a written statement
-5-
of such change or revocation with the Agent in accordance with uniform
procedures specified by the Plan Administrator. No Beneficiary designation or
change of Beneficiary designation will be effective until notice thereof is
received. If an Grantee fails to designate a Beneficiary or if the Beneficiary
predeceases the Grantee, the Grantee's estate shall be deemed to be his/her
Beneficiary for purposes of this Agreement.
(f) No Shareholder Rights. Except as otherwise specifically provided in
Section 5 of this Agreement (regarding shareholder rights of the Grantee with
respect to Performance Shares awarded pursuant to Section 2), until Performance
Shares have been awarded in accordance with the provisions of Section 2 of the
Agreement, the Grantee shall have no rights as a shareholder of the Corporation,
and shall not be deemed to be a shareholder of the Corporation for any purpose.
(g) Not an Employment Contract. This Agreement shall not be deemed to limit
or restrict the right of the Corporation to terminate the Grantee's employment
at any time, for any reason, with or without Cause, or to limit or restrict the
right of the Grantee to terminate his employment with the Corporation at any
time.
(h) Corporate Restructuring/Capital Readjustments. Nothing in this
Agreement shall abridge the rights or powers of the Corporation or its
stockholders reserved to them in Section 9(a) of the Plan, and in the event of
any extraordinary transaction with respect to or affecting Georgia-Pacific Group
Stock, adjustments to the number of Performance Shares granted in this Agreement
may be made in accordance with the provisions of Section 9(b) of the Plan.
(i) Fractional Shares. Notwithstanding anything in this Agreement to the
contrary, in the event that any adjustment to the Target Grant or an award of
Performance Shares or the calculation of an award pursuant to this Agreement
would otherwise result in the creation of a fractional share interest, the
affected Target Grant or Performance Share award shall be rounded up to the
nearest whole share.
-6-
(j) Amendment or Termination. This Agreement may be amended or terminated
at any time by the mutual agreement and written consent of the Grantee and the
Plan Administrator, but only to the extent permitted under the Plan.
(k) Governing Instrument. This Agreement is subject to all terms and
conditions of the Plan and shall at all times be interpreted in a manner that is
consistent with the intent, purposes, and specific language of the Plan.
(l) Severability. If any provision of this Agreement should be held illegal
or invalid for any reason by the Plan Administrator or court of applicable
jurisdiction, such determination shall not affect the other provisions of this
Agreement, and it shall be construed as if such provision had never been
included herein.
(m) Headings/Gender. Headings in this Agreement are for convenience only
and shall not be construed to be part of this Agreement. Any reference to the
masculine, feminine or neuter gender shall be a reference to other genders as
appropriate.
(n) Governing Law. This Agreement shall be construed, and its provisions
enforced and administered, in accordance with the laws of the State of Georgia
and, where applicable, federal law.
9. Definitions. For purposes of this Agreement, the following terms shall
be defined as follows:
(a) Agent means First Chicago Trust Corporation of New York or any other
entity designated by the Plan Administrator to act as its administrative service
provider.
(b) Agreement means this agreement between the Grantee and the Corporation
setting forth the terms and conditions of the Performance Share grant described
herein.
(c) Award Date means the date as of which Performance Shares are awarded to
the Grantee pursuant to Section 2.
(d) Beneficiary means the person(s) designated by the Grantee pursuant to
Section 8(e) of this Agreement to receive his/her rights under this Agreement
upon his/her death.
-7-
(e) Board of Directors means the Board of Directors of Georgia-Pacific
Corporation.
(f) Cause means any of the actions or omissions specified in Section 2(d)
of the Plan.
(g) Change of Control has the meanings specified in Section 11(b) of the
Plan.
(h) Committee means the Compensation Committee of the Board of Directors,
or a subcommittee of such Committee, as the same may be constituted from time to
time.
(i) Corporation means Georgia-Pacific Corporation, its successors and
assigns, and any other corporation or other entity, whether foreign or domestic,
in which the Corporation has or obtains, directly or indirectly, a proprietary
interest of more than twenty percent (20%) by reason of stock ownership or
otherwise.
(j) Disability means "total disability" as defined under the long-term
disability program of the Georgia-Pacific Corporation Salaried Employees
Long-Term Disability Plan (whether or not the Grantee is covered under such
program).
(k) Disability Retirement Date means the later of (i) the day the Grantee's
employment with the Corporation ends after the maximum period during which
salary continuation benefits from the Corporation because of illness or injury
are authorized in accordance with its then-current medical leave policy, but
only if the Grantee's Disability continues through that date, or (ii) the day
the Grantee's employment with the Corporation ends after the last day of a
personal leave of absence immediately following such period of salary
continuation, provided, that the Grantee has a Disability on such date. If the
Grantee is involuntarily terminated because of job elimination or facility
closure (or other reason approved by the Plan Administrator) while on a paid
medical leave based on a Disability or during a personal leave of absence
immediately following such medical leave, the Grantee will have a Disability
Retirement Date on the last day of the maximum period during which salary
continuation benefits from the Corporation because of illness or injury would
have been authorized in accordance with its then-current medical leave policy if
he had not been terminated (in the case of termination during a medical leave)
or on the date of termination (in the case of
-8-
termination during the personal leave of absence), provided that he still has a
Disability on such date.
(l) Early Retirement Date means the Grantee's date of termination from the
Corporation after having attained at least age 62 (but not age 65) and having
accrued at least 10 years of service for vesting purposes as determined in
accordance with the provisions of the Georgia-Pacific Corporation Salaried
401(k) Plan (or any successor tax-qualified retirement plan maintained for
salaried employees of the Corporation).
(m) Georgia-Pacific Group Stock or Stock means the class of the
Corporation's common stock, par value $0.80 per share, which has been designated
by the Corporation as the Georgia-Pacific Corporation--Georgia-Pacific Group
Common Stock.
(n) Grant Date means the date set forth on the first page of this
Agreement.
(o) Grantee means the employee of the Corporation named on the first page
of this Agreement.
(p) Normal Retirement Date means the Grantee's date of termination from
the Corporation after having attained at least age 65.
(q) Peer Group Companies means, for any Performance Period, the companies
designated by the Compensation Committee for that Performance Period which shall
be companies listed in the Standard & Poors Paper and Forest Products Industry
Index or the Standard & Poors Household Products (nondurables) Index which are
determined by the Compensation Committee, in its sole discretion, to be peers of
the Corporation for that Performance Period; provided, however that if a Peer
Group Company is not in existence as an independent entity generating the types
of public information needed for TSR calculations under this Agreement both at
the beginning and the end of the Performance Period, that company shall be
disregarded for purposes of making awards under this Agreement, notwithstanding
its inclusion in the group of Peer Group Companies otherwise applicable to such
calculations.
(r) Performance Period means the period during which Total Shareholder
Return of the G-P Group and the Peer Group Companies will be measured to
determine whether any of the
-9-
Performance Shares will be awarded to Grantee pursuant to Section 2, which
period is specified on the first page of this Agreement.
(s) Performance Shares means the restricted shares of Stock granted under
the terms and conditions of this Agreement.
(t) Plan means the Georgia-Pacific Corporation/Georgia-Pacific Group 1997
Long-Term Incentive Plan, as adopted by the Board of Directors on September 17,
1997, and approved by the Corporation's shareholders on December 16, 1997, and
as amended from time to time.
(u) Plan Administrator means the Committee, provided, however, that to the
extent permitted by the Plan and authorized by the Committee, the Chief
Executive Officer of the Georgia-Pacific Corporation may act on behalf of the
Committee in executing the duties and responsibilities of the Plan
Administrator.
(v) Target Grant means the number of Performance Shares specified on the
first page of this Agreement.
(w) Total Shareholder Return or TSR means, for a given Performance Period
and a given common stock, the number determined by the formula [(SB+SD)PE- 100]
/ 100, where (i) "SB" is the number of shares of the common stock (including
fractional shares) that could be bought with an initial $100 investment at PB,
or $100 / PB; (ii) "SD" is the total number of shares of the common stock
(including fractional shares) (A) which are distributed as stock dividends with
respect to the common stock during the Performance Period or (B) which could be
purchased with the cash dividends (or allocated portion of a per share dividend)
paid on SB shares of the common stock during the Performance Period (and any
additional shares or fractional shares allocated in accordance with this
subsection (ii) with respect to dividends paid during the Performance Period but
prior to the dividend in question), determined in the case of each such dividend
paid using the closing price of the common stock on the trading date coincident
with or next preceding the date of payment of the dividend; (iii) "PB" is the
closing price of the common stock on the last trading day before the first day
of the Performance Period;
-10-
and (iv) "PE" is the closing price of the common stock on the last trading day
of the Performance Period. In calculating the Total Shareholder Return for a
given common stock, the Plan Administrator will apply the principles of Section
8(h) as if that section applied to the common stock.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officers under its corporate seal, and the
Grantee has executed this Agreement, as of the day and year first above written.
GEORGIA-PACIFIC CORPORATION
By: /s/ A. D. Xxxxxxx
-------------------------
A. D. Xxxxxxx
Chairman, Chief Executive
Officer and President
ATTEST:
/s/ Xxxxxxx X. Xxxxxx
---------------------
Xxxxxxx X. Xxxxxx
Secretary
GRANTEE
___________________________________
Name:______________________________
NOTE: PLEASE COMPLETE THE ATTACHED ACKNOWLEDGMENT OF RECEIPT
AND BENEFICIARY DESIGNATION FORM AND RETURN THEM TO:
GEORGIA-PACIFIC CORPORATION
CORPORATE COMPENSATION DEPARTMENT (GA030-14)
GEORGIA-PACIFIC GROUP STOCK OPTION PLAN
"PERSONAL AND CONFIDENTIAL"
000 XXXXXXXXX XXXXXX (30303)
-11-
P. O. Xxx 000000
XXXXXXX, XX 00000-0000
-12-
ACKNOWLEDGMENT OF RECEIPT AND BENEFICIARY DESIGNATION FORM
Under the terms of the Georgia-Pacific Corporation/Georgia-Pacific Group
1997 Long-Term Incentive Plan ("1997 Georgia-Pacific Group LTIP"), you have
the right to designate a beneficiary to exercise certain rights that may arise
under your Performance Share grant in the event of your death. If you do not
designate a beneficiary in writing, these rights will pass to your estate upon
your death. In order to allow you to decide affirmatively which outcome you
desire and, in the event you prefer to designate a beneficiary or beneficiaries
other than your estate, to name that beneficiary or those beneficiaries, the
Corporation has provided this form, which you may use to designate in writing
the beneficiary(ies) you desire. Of course, you may revoke and change your
beneficiary designations at any time by notifying Georgia-Pacific Corporation in
writing at the address indicated below.
Please take time to fill out this form and return it to Georgia-Pacific
Corporation at the following address: Georgia-Pacific Corporation, Corporate
Compensation Department (GA030-14), Georgia-Pacific Group Stock Option Plan,
"Personal and Confidential", 000 Xxxxxxxxx Xxxxxx (30303), P. 0. Xxx 000000,
Xxxxxxx, Xxxxxxx 00000-0000. Beneficiary designations or modifications of
beneficiary designations sent to any other address will NOT be effective until
actually received by Georgia-Pacific Corporation. The Corporation has no
responsibility for beneficiary designation forms which are not submitted as
indicated above.
NOTE: You may designate multiple beneficiaries, in which case those living at
the time of your death will equally share the rights accorded to a beneficiary
for the particular grant(s) in question.
[__] I designate my estate as my beneficiary under my 2001 Performance Share
grants under the 1997 Georgia-Pacific Group LTIP.
[__] I designate the following person(s) as my beneficiary(ies) under my 2001
Performance Share grants under the 1997 Georgia-Pacific Group LTIP:
=========================================================================================
Name Address Relationship to You Social Security Number
(if known)
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
=========================================================================================
I acknowledge receipt of the executed Performance Share agreement evidencing my
January 29, 2001, Performance Share grant under the Georgia-Pacific
Corporation/Georgia-Pacific Group 1997 Long-Term Incentive Plan and confirm that
the beneficiary(ies) designated above have been selected by me in free exercise
of my own discretion.
Signature:_______________________ Printed Name:_________________________
Date:____________________________
