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, 1999 through
December 31, 2001
Grant Date: January 28, 1999
THIS AGREEMENT, dated as of the Grant Date stated above, by and between
Georgia-
Pacific Corporation (the "Corporation") and the Grantee;
WITNESSETH:
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, in particular, its Georgia-Pacific Group, and thereby
focusing
Xxxxxxx'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. Subject to the restrictions described in
Sections 3, 4 and 5 of this Agreement, 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 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
PERCENTILE PERCENTAGE OF
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.
3. VESTING.
(a) REGULAR VESTING. Except as stated in Sections 3(b) and 3(c) of this
Agreement, the Grantee shall become fully vested in his/her Performance Shares
awarded in accordance with Section 2 (if any) on the fifth anniversary of the
Award Date.
(b) ACCELERATED VESTING. Notwithstanding the regular vesting rule
specified in Section 3(a) of this Agreement, Performance Shares awarded
pursuant
to Section 2 shall become 100% vested upon the earliest to occur of the
following Vesting Dates:
(i) the Grantee's Normal or Early Retirement Date;
(ii) the Grantee's Disability Retirement Date;
(iii) the date of the Xxxxxxx's death prior to his termination
of employment from the Corporation;
(iv) the date of a Change of Control; or
(v) subject to the approval of the Committee, the date of the
Xxxxxxx'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.
Except as otherwise provided in this Agreement in the case of a Disability
Retirement Date which occurs after Xxxxxxx's termination of employment with
the
Corporation, no Vesting Date will occur - and no Performance Shares may vest-
following termination of employment with the Corporation.
(c) TERMINATION FOR CAUSE. Notwithstanding anything in this Agreement
to
the contrary, if the Corporation terminates the Grantee's employment for Cause
prior to a Change of Control, this Agreement shall be terminated and all
Performance Shares granted to the Grantee under this Agreement shall be
forfeited, regardless of whether they have been awarded or a Vesting Date has
occurred on or before such termination date, unless and to the extent that the
Plan Administrator determines that such forfeiture would violate applicable
law.
4. RESTRICTIONS ON AWARDED SHARES/FORFEITURES. Performance Shares awarded
pursuant to Section 2 of this Agreement will be subject to the following
restrictions until their respective Vesting Dates:
(a) FORFEITURE ON TERMINATION. Subject to Section 3, if the Grantee's
employment with the Corporation terminates for any reason prior to the Vesting
Date for awarded Performance Shares, the Grantee shall forfeit all rights with
respect to the shares included in that award, and the certificates evidencing
such shares shall be null, void and of no effect as of the date his/her
employment terminates. Such shares shall revert to the Corporation as
treasury
stock and may, in the sole discretion of the Corporation, be cancelled or
retained as treasury stock.
(b) NONTRANSFERABILITY. Prior to the Vesting Date with respect to
awarded
Performance Shares, such shares shall be nontransferable and may not be sold,
hypothecated or otherwise assigned or conveyed by a Grantee to any party,
except as otherwise provided in Section 9(e).
(c) ADDITIONAL SHARES. Any shares of Stock accruing to awarded
Performance
Shares as a result of any adjustment under Section 9(h) will be subject to
the
same restrictions (and have the same Vesting Date) as the shares to which they
accrue.
5. DELIVERY OF SHARES.
(a) AWARDED SHARES. Performance Shares awarded pursuant to Section 2 of
this Agreement shall be registered in the name of the affected Grantee within
sixty (60) days after the Award Date. Such shares shall, however, be subject
to
the restrictions described in Sections 3 and 4 of this Agreement until the
Vesting Date for such shares, and the certificates evidencing the shares shall
bear a legend noticing those restrictions either specifically or by reference
to
the provisions of this Agreement. Such shares, when issued in accordance with
this Agreement, shall be deemed to be fully paid and nonassessable.
Certificates representing such shares shall be held in the custody of the
Corporation (or the Agent). Each Grantee shall supply the Corporation or the
Agent (as instructed) with an executed stock power with respect to each such
stock certificate.
(b) VESTED SHARES. Certificates representing awarded Performance Shares
(without the legend described in Section 4) which have vested pursuant to
Sections 3 shall be delivered to the affected Grantee within ten (10) business
days after the Vesting Date with respect to such shares. At such time, the
stock powers described in Section 4 will be destroyed, and the Grantee shall
enjoy full shareholder and ownership rights with respect to such shares.
6. OWNERSHIP RIGHTS. Except as otherwise provided in Sections 4 and 5 of
this
Agreement, 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 and before
the
effective date of a forfeiture of the shares under Section 4. 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 9(h).
7. 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 of 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.
8. 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;
and provided, further, that notwithstanding anything in this Section 8 to the
contrary, if the Grantee's employment terminates and accelerated vesting under
Section 3(b)(ii) applies, the Grantee's termination date shall be his/her
Disability Retirement Date.
9. 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 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 x00 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx
30303,
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 or vesting 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
9(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 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 6 of this Agreement (regarding shareholder rights of the Grantee with
respect to Performance Shares awarded pursuant to Section 2), until
Performance
Shares have vested in accordance with the provisions of Section 3 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,
as a result of any grant or award of Performance Shares to the Grantee.
(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.
(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.
10. 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 9(e) of this Agreement to receive his/her rights under this Agreement
upon his/her death.
(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 in an unbroken chain of corporations
beginning with Georgia-Pacific Corporation if each of the corporations other
than the last corporation in the unbroken chain owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.
(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
Xxxxxxx'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 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 Savings and
Capital Growth Plan (or any successor tax-qualified retirement plan maintained
for salaried employees of the Corporation).
(m) FAIR MARKET VALUE is the mean between the high and low sales prices
of
a share of Georgia-Pacific Group Stock on a particular date, as reported in
The
Wall Street Journal, New York Stock Exchange - Composite Transactions, or as
reported in any successor quotation system adopted prospectively for this
purpose by the Plan Administrator in its discretion. If the date of
determination is not a trading date on the New York Stock Exchange, Fair
Market
Value shall be determined using the high and low sales prices of a share of
Georgia-Pacific Group Stock on the next preceding trading date. The Fair
Market
Value of Georgia-Pacific Group Stock shall be rounded to the nearest whole
cent
(with 0.5 cent being rounded to the next higher whole cent).
(n) 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.
(o) GRANT DATE means the date set forth on the first page of this
Agreement.
(p) GRANTEE means the employee of the Corporation named on the first
page of this Agreement.
(q) NORMAL RETIREMENT DATE means the Grantee's date of termination from
the Corporation after having attained at least age 65.
(r) PEER GROUP COMPANIES means, for any Performance Period, the
companies
included in the Standard & Poors Paper and Forest Products Industry Index (but
excluding the Corporation) on January 1 of such 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.
(s) 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 Performance Shares will be awarded to Grantee
pursuant to Section 2, which period is specified on the first page of this
Agreement.
(t) PERFORMANCE SHARES means the restricted shares of Stock granted
under
the terms and conditions of this Agreement.
(u) 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.
(v) 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.
(w) TARGET GRANT means the number of Performance Shares specified on the
first page of this Agreement.
(x) 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; 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 9(h) as if that section
applied to the common stock.
(y) VESTING DATE means the date upon which the restrictions contained in
Section 4 lapse with respect to an award of Performance Shares made in
accordance with Section 2, which date shall be determined in accordance with
Section 3.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officers under its corporate seal, and the
Xxxxxxx has executed this Agreement, as of the day and year first above
written.
GEORGIA-PACIFIC CORPORATION
By:
A. D. Xxxxxxx
Chairman, Chief Executive Officer
and President
ATTEST:
__________________________________
X. Xxxxx Xxxxxxx, III
Assistant Secretary
GRANTEE
Name:
NOTE: PLEASE COMPLETE THE ATTACHED ACKNOWLEDGMENT OF RECEIPT AND BENEFICIARY
DESIGNATION FORM AND RETURN THEM TO:
FIRST CHICAGO TRUST
GEORGIA-PACIFIC STOCK OPTION PLAN
"PERSONAL AND CONFIDENTIAL"
P. O. BOX 2585
JERSEY CITY, NJ 07303-2585
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 First Chicago Trust
Corporation in writing at the address indicated below.
PLEASE TAKE TIME TO FILL OUT THIS FORM AND RETURN IT TO FIRST CHICAGO
TRUST
AT THE FOLLOWING ADDRESS: FIRST CHICAGO TRUST, GEORGIA-PACIFIC STOCK OPTION
PLAN, "PERSONAL AND CONFIDENTIAL", P. O. BOX 2585, JERSEY CITY, NJ 07303-2585.
BENEFICIARY DESIGNATIONS OR MODIFICATIONS OF BENEFICIARY DESIGNATIONS SENT TO
ANY OTHER ADDRESS WILL NOT BE EFFECTIVE UNTIL ACTUALLY RECEIVED BY FIRST
CHICAGO
TRUST. 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 1999 Performance Share
grants under the 1997 Georgia-Pacific Group LTIP.
__
/__/ I designate the following person(s) as my beneficiary(ies) under my 1999
Performance Share grants under the 1997 Georgia-Pacific Group LTIP:
NAME ADDRESS RELATIONSHIP TO SOCIAL SECURITY
YOU NUMBER (IF
KNOWN)
I ACKNOWLEDGE RECEIPT OF THE EXECUTED PERFORMANCE SHARE AGREEMENT EVIDENCING MY
JANUARY 28, 1999, 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:________________________________
