EXECUTIVE RETIREMENT AGREEMENT
THIS AGREEMENT entered into this day of , l9 , and
becoming effective as of the day of , l99 between GEORGIA-
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PACIFIC CORPORATION, a Georgia corporation, having its principal office in
Atlanta, Georgia (hereinafter referred to as "G-P"), and .............
(hereinafter referred to as "Employee");
W I T N E S S E T H :
WHEREAS, Employee is and will be rendering valuable services to G-P
and its subsidiaries, and G-P desires to receive the benefit of Employee's
continued loyalty, service and counsel and to assist Employee in providing for
the contingencies of death, disability and old age dependency;
IT IS HEREBY AGREED:
1. General.
Provided that the eligibility conditions of continued employment
of Employee by G-P and/or its subsidiaries as set forth in Paragraphs 2
through 7 of this Agreement are met, G-P agrees to make monthly payments
("Retirement Payments") to Employee or to Employee's surviving spouse as
hereinafter provided.
2. Normal Retirement.
(a) Employee will be eligible for Normal Retirement as of the
date the Employee's employment terminates after attaining age sixty-five (65)
after continuous service with G-P and/or its subsidiaries (as defined in
Paragraph 8) from the date of this Agreement (or any predecessor agreement
described in Paragraph 17).
(b) If Employee is eligible for such payments under Paragraph
2(a), Retirement Payments to Employee upon Normal Retirement shall commence on
the first day of the month following the last day for which the Employee
receives either vacation pay or base salary after termination of employment
with G-P and its subsidiaries ("pay-through date"). Such payments shall
continue monthly on the first day of each month during the lifetime of the
Employee and, subject to the survivor annuity provisions of Paragraph 7, shall
end with the payment for the month of his or her death.
(c) The monthly Retirement Payment to Employee if eligible for
Normal Retirement under Paragraph 2(a) shall be calculated as follows:
(1) Fifty percent (50%) of the Employee's average
monthly cash salary (as defined below), including any cash salary which he
or she elected to defer, for the last forty-eight (48) full calendar
months of his or her employment by G-P and/or its subsidiaries (or, if
fewer, all full calendar months of his or her employment with G-P and/or
its subsidiaries which immediately precede termination of such
employment);
(2) Less, the annuity equivalent (as defined below) of
benefits, if any, payable to or on behalf of Employee under all other
retirement compensation plans maintained by G-P and/or its subsidiaries
(as defined below), which are attributable to contributions made by G-P
and/or its subsidiaries (excluding any cash salary which he or she elected
to defer under such plans). For purposes of this paragraph the following
terms are defined as follows:
(A) "Cash salary" - shall mean base salary and
annual management incentive bonuses only and excludes without
limitation deferred compensation under any long-term incentive
program, bonuses for purpose of offsetting taxation and any other
incentive compensation; provided that annual management incentive
bonuses shall be counted in the year(s) or partial year(s) with
respect to which they are earned (rather than in the year of payment)
and shall be prorated for partial years (if not already prorated to
reflect partial year participation) included in the forty-eight (48)
month averaging period and provided, further, that if the annual
management incentive bonus amount with respect to any part of that
period is unavailable at the time Retirement Payments are to
commence, an estimated benefit will be paid based on the available
compensation data, subject to a retroactive adjustment when final
data are available.
(B) "Annuity equivalent" - of a given benefit shall
mean the actuarial equivalent, single life (in the case of an
Employee who is single when benefits commence) or joint and fifty
percent (50%) survivor annuity (in all other situations) determined
as of the Employee's last day worked for G-P or its subsidiaries
("Employee's last day worked") using (without limitation) the then
applicable actuarial equivalence factors adopted for the Georgia-
Pacific Corporation Salaried Employees Retirement Plan (the "SERP"),
statutory restrictions on qualified plan benefits as in effect on the
Employee's last day worked and the methods and assumptions which were
published and used by the Pension Benefit Guaranty Corporation for
plan terminations occurring during the first month of the calendar
quarter during which Employee's last day worked occurs; provided
however that notwithstanding the foregoing, if the Employee
elects to retain his or her SERP benefits in that plan after the
Employee's last day worked and the amount of those benefits is
increased due to adjustments in the statutory restrictions on
qualified plan benefits between the Employee's last day worked and
the date of distribution of his or her SERP benefits, the Employee's
benefits under this Agreement will be recalculated with respect to
the first payment due after the date of the SERP distribution (and
all future payments) solely to reflect the greater offset
necessitated by the above-described increase in the SERP benefit; and
provided further that with respect to benefits under retirement
compensation plans maintained by G-P and/or its subsidiaries which
depend on investment performance and which have been distributed to
the Employee prior to his last day worked, G-P's actuarial equivalent
calculation shall take into account such investment performance by
deeming the appropriate investment gain between the date of any such
distribution of benefits the Employee's last day worked to be the
Periodic Adjustment percentage under the SERP as in effect from time
to time during that period and the investment gain for periods after
the Employee's last day worked to be the Periodic Adjustment
percentage for the SERP as of the Employee's last day worked.
(C) "Retirement compensation plans maintained by G-
P and/or its subsidiaries" - shall mean any qualified or non-
qualified retirement plans covering the Employee (including, without
limitation, the Georgia-Pacific Corporation Savings and Capital
Growth Plan - formerly the Georgia-Pacific Stock Bonus Trust - and
the SERP but excluding the former Georgia-Pacific Corporation
Payroll-Based Employee Stock Ownership Plan) to the extent that
benefits under such plans are attributable to contributions made by
G-P and/or its subsidiaries.
3. Early Retirement.
(a) Employee will be eligible for Early Retirement as of the
date Employee's employment terminates after reaching age fifty-five (55) and
completing at least fifteen (l5) years of continuous service with G-P and/or
its subsidiaries (as defined in Paragraph 8).
(b) If Employee is eligible for such payments under Paragraph
3(a), Retirement Payment to Employee upon Early Retirement shall commence on
the first day of the month following the Employee's pay-through date or the
Employee's attainment of the age of sixty-two (62) years, whichever last
occurs. Such payments shall continue monthly on the first day of each month
during the lifetime of the Employee and, subject to the survivor annuity
provisions of Paragraph 7, shall end with the payment for the month of his or
her death.
(c) The monthly Retirement Payment payable to Employee if
eligible for Early Retirement under Paragraph 3(a) shall be equal to the
Retirement Payment to which the Employee would be entitled if the Employee
were eligible for Normal Retirement under Paragraph 2(a) as of the Employee's
date of termination of employment.
4. Termination.
(a) Employee will be eligible for Termination benefits as of
the date Employee's employment terminates for any reason other than Normal
Retirement, Early Retirement, Pre-Termination Disability or Pre-Termination
Death (under Paragraphs 2(a), 3(a), 5(a) or 6(a), respectively), after
Employee has completed at least three (3) full years of continuous service
with G-P and/or its subsidiaries (as defined in Paragraph 8).
(b) If Employee is eligible for such payments under Paragraph
4(a), Retirement Payments to Employee upon Termination shall commence on the
first day of the month following the Employee's pay-through date or the
Employee's attainment of the age of sixty-two (62) years, whichever last
occurs. Such payments shall continue monthly on the first day of each month
during the lifetime of the Employee and, subject to the survivor annuity
provisions of Paragraph 7, shall end with
the payment for the month of his or her death.
(c) The monthly Retirement Payment payable to Employee if
eligible for Termination benefits under Paragraph 4(a) shall be calculated as
follows:
(1) Determine the Retirement Payment to which the
Employee would be entitled if the Employee were eligible for Normal
Retirement under Paragraph 2(a) as of the date of the Employee's
termination of employment;
(2) Multiply that amount by a fraction, the numerator of
which shall equal the number of full years of continuous service which
Employee has completed with G-P and/or its subsidiaries (as defined in
Paragraph 8) on or before the date his or her employment terminates or
fifteen (l5), whichever is less, and the denominator of which shall be
fifteen (l5).
5. Pre-Termination Disability.
(a) Employee will be eligible for Pre-Termination Disability
benefits as of the date Employee's employment terminates by reason of
disability - as determined by the Compensation Committee of G-P's Board of
Directors (the "Committee") - after the completion of at least one (l) year of
continuous service with G-P and/or its subsidiaries (as defined in Paragraph
8).
(b) If Employee is eligible for such benefits under Paragraph
5(a), Retirement Payments to Employee upon Pre-Termination Disability shall
commence on the first day of the month following the Employee's pay-through
date (as determined by the Committee). Such payments shall continue monthly
on the first day of each month during the lifetime of the Employee and,
subject to the survivor annuity provisions of Paragraph 7, shall end with the
payment for the month of his or her death.
(c) The amount of the monthly Retirement Payment payable to
Employee if eligible under Paragraph 5(a) for Pre-Termination Disability
benefits shall be calculated as follows:
(1) Determine the monthly Retirement Payment to which
the Employee would be entitled if the Employee were eligible for Normal
Retirement under Paragraph 2(a) as of the Employee's date of termination
due to disability;
(2) Multiply the result in subparagraph (c)(1) by the
appropriate early commencement percentage as indicated below:
Age of Employee
At Termination
Because of Disability Percentage
64 100%
63 100%
62 100%
61 94%
60 88%
59 82%
58 76%
57 70%
56 64%
55 58%
54 and prior 50%
6. Pre-Termination Death.
(a) Employee's surviving spouse (as defined in Paragraph 6(d))
will be eligible for Pre-Termination Death benefits as of the date Employee's
employment terminates by reason of death after the completion of at least one
(l) year of continuous service with G-P and/or its subsidiaries (as defined in
Paragraph 8).
(b) If Employee's surviving spouse (as defined in Paragraph
6(d)) is eligible for such benefits under Paragraph 6(a), Retirement Payments
to Employee's surviving spouse by reason of Employee's death prior to
termination shall commence on the first day of the month following the later
of the date of death of Employee or the Employee's pay-through date. Such
payments shall continue monthly on the first day of each month during the
lifetime of the Employee's surviving spouse only and shall end with the
payment for the month of his or her death.
(c) The amount of the monthly Retirement Payment payable to
Employee's surviving spouse if eligible under Paragraph 6(a) for Pre-
Termination Death benefits shall be calculated as follows:
(1) Determine the monthly Retirement Payment to which
the Employee would be entitled if the Employee were eligible for Normal
Retirement under Paragraph 2(a) as of the Employee's date of death;
(2) Multiply the result in subparagraph (c)(1) by the
appropriate early commencement percentage as indicated below:
Age of Employee
At Death Percentage
64 50%
63 50%
62 50%
61 47%
60 44%
59 41%
58 38%
57 35%
56 32%
55 29%
54 and prior 25%
(d) For purposes of this Paragraph 6 only, Employee's
"surviving spouse" shall mean the Employee's spouse at the time of Employee's
death.
7. Post-Termination Death.
(a) Employee's surviving spouse (as defined in Paragraph 7(d))
will be eligible for Post-Termination Death benefits as of:
(1) The date Employee dies after benefits under this
Agreement have commenced; or
(2) The date Employee dies if such death occurs after
the Employee's employment with G-P and its subsidiaries has terminated,
but before Retirement Benefit Payments pursuant to Paragraph 2(b), 3(b),
4(b) or 5(b) have commenced, and at a time when the Employee has met the
eligibility requirements for benefits under this Agreement stated in
Paragraphs 2(a), 3(a), 4(a) or 5(a).
(b) If Employee's surviving spouse (as defined in Paragraph
7(d)) is eligible for such benefits, Retirement Payments to Employee's
surviving spouse by reason of Employee's death after termination shall
commence on the first day of the month following the latest of:
(1) The death of Employee, or
(2) If eligible under Paragraph 7(a)(1), the last day of
the period for which Employee's benefit payments have been paid, or
(3) If eligible under Paragraph 7(a)(2), the Employee's
pay-through date.
Such payments shall continue monthly on the first day of each month during the
lifetime of the Employee's surviving spouse only and shall end with the
payment for the month of his or her death.
(c) The amount of the monthly Retirement Payment payable to
Employee's surviving spouse (as defined in Paragraph 7(d)) if eligible under
Paragraph 7(a) for Post-Termination Death benefits shall be calculated as
follows:
(1) If eligible under Paragraph 7(a)(1), Employee's
surviving spouse (as defined in Paragraph 7(d)) shall be entitled to the
payment of a monthly benefit for the rest of such spouse's lifetime equal
to fifty percent (50%) of the monthly Retirement Payment which was being
paid to Employee immediately before his or her death;
(2) If eligible under Paragraph 7(a)(2), Employee's
surviving spouse (as defined in Paragraph 7(d)) shall be entitled to the
payment of a monthly Retirement Payment for the rest of such spouse's
lifetime equal to fifty percent (50%) of the monthly Retirement Payment
which would have been payable to Employee if he or she had survived until
Retirement Payments commenced, provided however that if Employee dies
prior to attaining age sixty-two (62), the survivor benefit shall be
further adjusted as provided in Paragraph 6(c)(2).
(d) For purposes of this Paragraph 7 only (but subject to
subparagraph (e) below), Employee's "surviving spouse" means a spouse who is
Employee's lawful spouse on the date of Employee's death and (i) in the case
of Paragraph 7(c)(1), on the date the Employee's benefits under this Agreement
commenced or (ii) in the case of Paragraph 7(c)(2), on the date of Employee's
death.
(e) Notwithstanding anything in Paragraph 7(d) to the
contrary, if Employee is entitled to Retirement Payments and after termination
of employment with G-P and/or its subsidiaries, (i) Employee marries or
remarries after the date he or she reaches age sixty-two (62) or the date his
or her employment by G-P and/or its subsidiaries terminates, whichever is
later, and (ii) Employee desires to provide for the payment of a survivor
benefit to his or her new spouse if such spouse survives Employee, Employee
shall have the right to make an irrevocable election (in a form satisfactory
to G-P) to convert the monthly Retirement Payments to which he or she is
entitled under this Agreement into an actuarial equivalent benefit (as
determined by G-P using the actuarial factors specified in Paragraph 2(c))
which will provide a reduced monthly Retirement Payment to Employee for his or
her lifetime and, if Employee's new spouse survives Employee, will provide
such new spouse with a monthly benefit equal to fifty percent (50%) of
Employee's reduced monthly Retirement Payments for the rest of such new
spouse's lifetime. If Employee marries or remarries after termination because
of disability under Paragraph 5, the provisions of this subparagraph (without
regard to clause (i)) shall apply.
8. Continuous Service.
For purposes of this Agreement, "continuous service with G-P
and/or its subsidiaries" shall mean a period of unbroken employment with G-P
and/or its subsidiaries. Employment with a subsidiary shall be counted only
for periods during which the subsidiary's relationship with G-P existed.
9. Forfeiture of Benefits.
As consideration for the benefits provided under this Agreement
and notwithstanding any other provisions of this Agreement, Employee shall
forfeit all entitlement to monthly Retirement Payments (whether to Employee or
Employee's spouse) if Employee, within a period of three (3) years after the
date Employee's employment with G-P and its subsidiaries terminates, whether
by retirement or otherwise, is employed as an officer, director, manager,
sales representative (if his or her responsibilities at G-P included sales) or
business consultant in the United States by another employer which, combined
with its affiliates, has annual sales of $25,000,000 or more and which is a
competitor with G-P or its subsidiaries in the United States (a "competing
position"). Employee shall notify the Chairman of the Board of the Company of
his or her acceptance of a competing position within ten (10) days after the
effective date of his acceptance and shall reimburse G-P for any payments
under this Agreement to which he is not entitled. G-P may offset this
obligation of employee against any and all obligations or liabilities it owes
to Employee, and if it is necessary to seek reimbursement through legal
process, Employee agrees to reimburse G-P for its costs and attorneys fees in
such an action. For purposes of this Paragraph 9: (i) the term "affiliate"
shall mean any entity directly or indirectly controlling, controlled by or
under common control with the employer in question, whether by stock
ownership, agreement or otherwise; (ii) the terms "control", "controlling" and
"controlled" shall refer to direct or indirect ownership of at least fifty
percent (50%) of the voting stock, partnership interests or income or other
beneficial interest with respect to the entity in question; and (iii) the term
"competitor with G-P or its subsidiaries" shall mean (A) with respect to any
non-executive officer who has had managerial and/or operational responsibility
for a period of at least six (6) months during the three (3) years prior to
termination for particular business unit(s), division(s) or subsidiary(ies) of
G-P or its subsidiaries, an entity which competes with G-P or its subsidiaries
with respect to any of the products manufactured and/or marketed by such
business unit(s), division(s) or subsidiary(ies); (B) with respect to
executive officers and officers who have had corporate staff responsibilities
for at least six (6) months during the three (3) years prior to termination,
any entity which competes with G-P or its subsidiaries in the lumber, plywood,
pulp, paper or chemical businesses in the United States. Once benefits are
forfeited under this provision, they may not be reinstated, even if the
competing position is relinquished. If any aspect of this forfeiture
provision is determined to be unenforceable as drafted, it is the intention of
the parties that, to the extent permitted by applicable law, the objectionable
portion(s) of this provision shall be severed or restricted (as the case may
be) and that, except as so modified, the provision shall be enforced.
10. Nothing contained in this Agreement and no action taken pursuant
to the provisions of this Agreement shall create or be construed to create a
trust of any kind, or a fiduciary relationship between G-P and Employee, or
Employee's spouse, or any other person. This Agreement does not create any
escrow account, trust fund or any other form of asset segregation. Any
Retirement Payments due under the provisions of this Agreement shall be paid
from the general funds of G-P. To the extent any person acquires a right to
receive payments from G-P under this Agreement, such right shall be no greater
than the right
of any unsecured general creditor of G-P.
11. The right of Employee or any other person to Retirement Payments
under this Agreement shall not be subject to the claims of their creditors or
others, nor to legal process, and shall not be assigned, transferred, pledged
or encumbered.
12. Nothing contained herein shall be construed as conferring upon
Employee the right to continue in the employ of G-P and/or its subsidiaries as
an executive or in any other capacity.
13. The annual Retirement Payments provided for by this Agreement
shall not constitute "compensation" for purposes of computing compensation for
any qualified deferred compensation plan maintained by G-P or its
subsidiaries.
14. The Board of Directors of G-P shall have full power and
authority to interpret, construe and administer this Agreement and the Board's
interpretation and construction thereof, and actions thereunder shall be
binding and conclusive on all persons for all purposes. No member of the
Board shall be liable to any person for any action taken or omitted in
connection with the interpretation and administration of this Agreement unless
attributable to his own willful misconduct or lack of good faith.
15. This Agreement shall be binding upon and inure to the benefit of
G-P and its subsidiaries, its successors and assigns, and to the Employee and
Employee's heirs, executors, administrators and legal representatives.
16. All actions for the enforcement of any rights under, or
interpretation of, this Agreement shall be brought in the courts of the State
of Georgia or (to the extent that jurisdictional requirements permit) in
federal courts located in the State of Georgia, and all participants in this
Plan agree to be subject to the jurisdiction of such courts for the purpose of
any such actions. The Plan shall be construed and its provisions enforced and
administered in accordance with the laws of the State of Georgia and, to the
extent applicable, federal law.
17. It is understood and agreed by the parties that if there is an
Executive Retirement Agreement between Employee and G-P entered into prior to
the date of this Agreement, this Agreement is a mutually-agreed amendment and
restatement of such Agreement and that, further, any such prior Agreement is
acknowledged to be superseded by this Agreement as of the effective date of
this Agreement specified above.
18. Any notices required by this Agreement shall be sent as follows:
If to: Employee: Name and address
.................
......................
G-P: Georgia-Pacific Corporation
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attention: Chairman and Chief
Executive Officer
Any party may specify in writing to the other party a change of address for
purposes of this Paragraph 18, and any such change shall be effective upon
receipt of such written notice.
IN WITNESS WHEREOF, G-P has caused this Agreement to be executed by
its duly authorized officer and Employee has hereunto set his/her hand as of
the date first above written.
GEORGIA-PACIFIC CORPORATION
By: _______________________________
A. D. Xxxxxxx
Chairman and Chief Executive
Officer
EMPLOYEE:
Name.........
