GEORGIA-PACIFIC CORPORATION/GEORGIA-PACIFIC GROUP
1997 LONG-TERM INCENTIVE PLAN
SPECIAL EMPLOYEE STOCK OPTION
THIS AGREEMENT, dated January 29, 1998, by and between GEORGIA-
PACIFIC CORPORATION, a Georgia corporation (hereinafter called the
"Corporation"), and (hereinafter called "Optionee");
W I T N E S S E T H:
WHEREAS, the Optionee is now employed by the Corporation or a
Subsidiary in a key capacity and the Corporation desires to have him/her remain
in the employment of the Corporation or a Subsidiary and to afford him/her the
opportunity to acquire or enlarge his/her stock ownership in the Corporation by
granting him/her options to purchase from the Corporation up to, but not
exceeding in the aggregate, fifty thousand (50,000) shares of the Corporation's
Georgia-Pacific Group Stock, the exercise of which is subject to vesting and
other terms and conditions as hereinafter more specifically provided, so that
he/she may have a direct proprietary interest in the success of the Corporation
and, in particular, of its business segment known as the "Georgia-Pacific
Group"; and
WHEREAS, the options described in this Agreement have been granted
pursuant to, and are governed by, the Georgia-Pacific Corporation/Georgia-
Pacific Group 1997 Long-Term Incentive Plan adopted by the Corporation's Board
of Directors on September 17, 1997 and approved by the shareholders of the
Corporation on December 16, 1997 (the "Plan");
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the parties hereto do hereby mutually agree as
follows:
1. OPTION GRANT. Subject to the terms and conditions set forth
herein, the Corporation hereby grants to the Optionee during the period
commencing on the date hereof (the "Grant Date") and ending on January 28,
2003, the option to purchase from the Corporation, from time to time, as
hereinafter more specifically stated, at a price of $56.41 per share, up to but
not exceeding in the aggregate, the number of shares of the Corporation's
Georgia-Pacific Group Stock as set forth in the introduction of this Agreement
(or such portion of such shares as may be vested and exercisable), which option
may be exercised, in whole or in part, from time to time, commencing on the
applicable Vesting Date as determined in accordance with Section 2 (but only as
to the portion then becoming exercisable) and for the exercise period beginning
on such Vesting Date and continuing to the end of the applicable exercise period
specified in this Agreement. Notwithstanding anything to the contrary in this
Agreement (but subject to the exercise limitations specified in this Agreement),
if the Optionee is on a leave of absence or is absent on military or government
service as of the date of this Agreement, the Optionee may not exercise all or
any part of the options granted hereby prior to the later of (i) the date the
Optionee returns to active employment with the Corporation or a Subsidiary or
(ii) the Vesting Date for all or any portion of this option grant (but only as
to the portion then becoming exercisable). If the Optionee is not on leave of
absence or absent on military or government service at the date of this
Agreement or returns to active employment with the Corporation or a Subsidiary
thereafter, the options described in this Agreement shall be immediately
effective (subject to the exercise limitations provided in Section 2) and may
become exercisable and may be exercised during a subsequent leave of absence or
absence for military or government service.
2. VESTING. This option grant shall vest in accordance with the
following schedule:
VESTING DATE PERCENTAGE OF
ORIGINALLY
GRANTED SHARES
VESTING 1
January 29, 1999 34%
January 29, 2000 33%
January 29, 2001 33%
Note 1: The actual number of shares vesting on any Vesting
Date will be determined by multiplying the original grant
under this Option Agreement by the specified percentage and
by rounding the result up to the nearest whole share,
provided that the total shares vesting under this Agreement
may not exceed the number originally granted.
Notwithstanding the vesting schedule specified in the chart above, this option
grant shall become 100% vested upon retirement (as defined in Section 3), death
or disability (as defined in Section 3) of the Optionee. Vesting of this option
grant under this Section 2 is subject in all cases to the
restrictions/forfeiture rules in Sections 4 and 5. Subject to those rules and
the provisions of Section 3, if this option grant vests pursuant to this Section
2, it may be exercised at any time on or after the Vesting Date and prior to the
5th anniversary of the Grant Date.
3. TERMINATION OF OPTION. The option hereby granted shall terminate
and be of no force or effect upon the happening of the first to occur of the
following events:
(a) The expiration of the time allowed for exercise of this option as
specified in Section 2 of this Agreement.
(b) Subject to the provisions of Section 2, the expiration of ninety
days after the date of the termination (whether voluntary or
involuntary) of the Optionee's employment with the Corporation
and all Subsidiaries (other than as a result of his death or
permanent disability while in the Corporation's employment or his
retirement). During such ninety-day period, the Optionee shall
have the right to exercise this option only with respect to any
or all shares which were available for purchase by him on the
date of such termination of employment. In the event of
Optionee's death or permanent disability after termination of
employment and during such ninety-day period, such deceased
Optionee's estate, personal representative or beneficiary or such
disabled Optionee's duly authorized legal guardian or
representative (if any), as the case may be, may exercise this
option within such period with respect to any or all shares which
were available for purchase by the Optionee on the date of his
death or permanent disability and which had not been purchased by
him prior to his death or permanent disability.
(c) Subject to the provisions of Section 2, the expiration of 36
calendar months after the date of the Optionee's retirement
(commencing with the first full calendar month after such date)
immediately following a period of continuous employment by the
Corporation. During such period, the Optionee shall have the
right to exercise this option with respect to any or all shares
which were available for purchase by him on the date of such
retirement (taking into account the accelerated vesting
provisions in Section 2 applicable upon retirement and the
forfeiture provisions of Section 5). In the event of Optionee's
death or permanent disability after retirement and during such
period, such deceased Optionee's estate, personal representative
or beneficiary, or such disabled Optionee's duly authorized legal
guardian or representative (if any), as the case may be, may
exercise this option within such period with respect to any or
all shares which were available for purchase by the Optionee on
the date of his death or permanent disability and which had not
been purchased by him prior to his death or permanent disability.
(d) Subject to the provisions of Section 2, the expiration of 36
calendar months after the date of permanent disability of the
Optionee during a period of continuous employment by the
Corporation (commencing with the first full calendar month after
such date). During such period, such disabled Optionee or the
Optionee's legal guardian or representative, as the case may be,
may exercise this option with respect to any or all shares which
were available for purchase by the Optionee on the date of his
death or permanent disability (taking into account the
accelerated vesting provisions in Section 2 applicable upon death
or disability and the forfeiture provisions of Section 5). In
the event of Optionee's death while permanently disabled under
this Agreement and during such period, such deceased Optionee's
estate, personal representative or beneficiary, as the case may
be, may exercise this option within such period with respect to
any or all shares which were available for purchase by the
Optionee on the date of his death and which had not been
purchased by him prior to his death.
(e) Subject to the provisions of Section 2, the expiration of 12
calendar months after the date of death of the Optionee during a
period of continuous employment by the Corporation (commencing
with the first full calendar month after such date). During such
period, such deceased Optionee's estate, personal representative
or beneficiary, as the case may be, may exercise this option with
respect to any or all shares which were available for purchase by
the Optionee on the date of his death (taking into account the
accelerated vesting provisions in Section 2 applicable upon death
or disability and the forfeiture provisions of Section 5).
Except in the case of disability, Optionee's date of termination
or retirement shall be deemed to be his last day worked. For purposes of this
Agreement, "retirement" shall mean voluntary or involuntary (other than for
Cause) termination of employment with the Corporation and all Subsidiaries after
having attained age 65 or having attained age 55 and having accrued 10 years of
service for vesting purposes under the Corporation's salaried retirement plans.
The Optionee's date of permanent disability shall be the last day of his salary
continuation period under the Corporation's policy providing for salary
continuation for salaried employees who are medically unable to work because of
illness or injury, and Optionee shall be deemed "permanently disabled" on that
date only if he would be "totally disabled" pursuant to the standards set
forth in the Georgia-Pacific Corporation Long-Term Disability Plan, whether or
not Optionee is covered under that plan.
The Plan Administrator (as hereinafter defined) shall have
absolute and uncontrolled discretion to determine whether any authorized leave
of absence or absence on military or government service taken by the Optionee
shall constitute a termination of employment for the purposes of this Agreement.
4. RESTRICTIONS/FORFEITURE RULES. This option grant will be
subject to the following restrictions and forfeiture rules:
(a) Subject to Section 3, if the Optionee's employment with the
Corporation and its Subsidiaries is terminated for any reason
prior to the Vesting Date for this option grant (or any portion
thereof), the Optionee shall forfeit all rights with respect to
this option grant, and this Agreement shall be null, void and
of no effect as of the date his/her employment terminates.
(b) This option grant shall be nontransferable and may not be sold,
hypothecated or otherwise assigned or conveyed by the Optionee
to any party; provided that in the event of the incapacity (as
determined by the Plan Administrator) or death of the Optionee,
his/her attorney-in-fact pursuant to a valid power of attorney
giving general or specific authority to make elections with
respect to this option grant, his/her court-appointed guardian
or the custodian of his/her affairs or the executor or
administrator of his/her estate (as the case may be) may
exercise any rights with respect to this option grant that the
Participant could have exercised if he/she were still alive or
not incapacitated. No assignment or transfer of this option or
the rights represented thereby, whether voluntary, involuntary,
or by operation of law or otherwise, except by will or the laws
of descent and distribution, shall vest in the assignee or
transferee any interest or right herein whatsoever, and
immediately upon any attempt to assign or transfer this option,
this option shall terminate and be of no force or effect.
Notwithstanding anything in this subsection (b) to the
contrary, an Optionee may designate a person or persons to
receive, in the event of his death, any rights to which he
would be entitled under this Option Agreement. Such a
designation shall be filed with the Corporation or its delegate
in accordance with uniform procedures specified by the
Corporation. A beneficiary designation may be changed or
revoked by an Optionee at any time by filing a written
statement of such change or revocation with the Corporation or
its delegate in accordance with uniform procedures specified by
the Corporation. No beneficiary designation or change of
beneficiary designation will be effective until notice thereof
is actually received by the Corporation in accordance with the
procedures specified for such purpose. If an Optionee fails to
designate a beneficiary (or the beneficiary predeceases the
Optionee), this subsection (b) will apply without regard to the
provisions relating to the designation of a beneficiary.
(c) The Optionee shall not be deemed to be a shareholder of the
Corporation - and shall have no rights as a stockholder - with
respect to the shares covered by this option grant until the
date (i) such shares have been issued or transferred to him/her
and (ii) payment in full for such shares has been received by
the Corporation as provided in this Agreement. No adjustment
shall be made for dividends or other rights for which the
record date is prior to the date of such issuance or transfer.
(d) To the extent that this option grant is vested, but not
exercised during the period provided for its exercise under
this Agreement, the Participant shall forfeit all rights with
respect to this option grant and this Agreement shall expire as
of the close of the last day of the prescribed exercise period.
5. TERMINATION FOR CAUSE. Notwithstanding anything in this Option
Agreement to the contrary, if the Optionee is terminated for Cause, this option
grant shall terminate as of such date of termination regardless whether a
Vesting Date has occurred on or prior to his/her date of termination unless and
to the extent that the Committee determines (after taking into account the
provisions of Section 16) that such forfeiture in a given case would violate
applicable law.
6. EXERCISE OF OPTION. The option hereby granted shall be exercised
by the delivery to the Corporation or its delegate, from time to time, of notice
specifying the number of shares the Optionee then desires to purchase, together
with cash, certified check, bank draft or postal or express money order to the
order of the Corporation for an amount in United States dollars equal to the sum
of: (a) the option price of such shares and (b) an amount sufficient to pay all
state and federal withholding taxes (including, without limitation, FICA) with
respect to the exercise (the total of (a) and (b) shall be referred to as the
"Exercise Amount"). In the alternative, the Optionee may tender payment for
the option shares in the form of shares of Georgia-Pacific Group Stock having a
Fair Market Value on the date of exercise equal to the Exercise Amount or a
combination of (i) shares of Georgia-Pacific Group Stock and (ii) cash,
certified check, bank draft or postal or express money order to the order of the
Corporation in an amount in United States dollars equal to the difference
between the Exercise Amount and the Fair Market Value of the tendered shares of
Georgia-Pacific Group Stock on the date of exercise. If shares of Georgia-
Pacific Group Stock are tendered in payment of the exercise price of options
hereunder and such shares were acquired upon exercise of a stock option, such
shares must have been held by the Optionee for at least six months. Such
notices shall in all cases be given in accordance with uniform procedures
specified by the Corporation or its delegate and shall not be effective until
filed and received by the Corporation or its delegate for such purposes. In
each case, the date of receipt shall be considered the date of exercise of the
option by the Optionee. An exercise of stock options granted under this
Agreement will generate compensation subject to federal and state tax
withholding (including, without limitation, FICA withholding) in the calendar
year of each exercise, and all such withholding taxes shall be the
responsibility of the Optionee. The Committee may also authorize alternative
procedures for exercising options under this Agreement. Within thirty (30)
business days after any such exercise of the option in whole or in part by the
Optionee, the Corporation shall make available to the Optionee a certificate or
certificates representing the aggregate number of shares with respect to which
such option shall be so exercised, registered in the Optionee's name. The
Optionee shall not have the right, in lieu of the exercise of the option, to
surrender the option granted hereby, or any portion thereof, in order to receive
shares covered by this option grant.
7. DATE OF TERMINATION. Except to the extent otherwise provided in
subsections (a) through (c) of this Section 7, for purposes of this Agreement,
the Optionee's date of termination shall be deemed to be his/her last day
worked:
(a) The Optionee's employment by the Corporation shall be deemed to
continue during such periods as he/she is employed by a
Subsidiary. If the Optionee shall be transferred from the
Corporation to a Subsidiary or from a Subsidiary to the
Corporation or from a Subsidiary to another Subsidiary, his/her
employment shall not be deemed to be terminated by reason of such
transfer. If, while the Optionee is employed by a Subsidiary,
such Subsidiary shall cease to be a Subsidiary and the Optionee
is not thereupon transferred to and employed by the Corporation
or another Subsidiary, the date that the Optionee's employer
ceases to be a Subsidiary shall be deemed to be a termination of
employment.
(b) The Optionee's date of termination on account of total disability
shall be the last day of his/her salary continuation period under
the Corporation's policy providing for salary continuation for
salaried employees who are medically unable to work because of
illness or injury or, if later, the date any personal leave of
absence he/she may be granted under the policies of the
Corporation immediately following such period of salary
continuation terminates in accordance with such policies.
(c) The Plan Administrator (as hereinafter defined) shall have
absolute and uncontrolled discretion to determine whether any
authorized leave of absence or absence on military or government
service taken by the Optionee shall constitute a termination of
employment for the purposes of this Agreement.
8. NO BAR TO CORPORATE RESTRUCTURING. The existence of this option
shall not affect in any way the right or power of the Corporation or its
stockholders to make or authorize any and all adjustments, recapitalizations,
reorganizations or other changes in the Corporation's capital structure or its
business, or any merger or consolidation of the Corporation, or any issue of
bonds, debentures, preferred or preference stocks ahead of or affecting Georgia-
Pacific Group Stock or the rights thereof, or the dissolution or liquidation of
the Corporation, or any sale or transfer of all or part of its assets or
business, or any other corporate act or proceeding, whether of a similar
character or otherwise.
9. CAPITAL READJUSTMENTS/STOCK OPTION MODIFICATIONS. The option
grant under this Plan will be made in Georgia-Pacific Group Stock as
constituted on the Grant Date for this option grant. In the event of any
merger, reorganization, consolidation, recapitalization, stock dividend, stock
split, or extraordinary distribution with respect to Georgia-Pacific Group
Stock or other change in corporate structure affecting Georgia-Pacific Group
Stock, the Plan Administrator shall have the authority to make such
substitution or adjustments in the number, kind and option price of shares
subject to this option grant and/or such other equitable substitution or
adjustments as it may determine in its sole discretion to be appropriate to
ensure that all similarly situated optionees under the Plan are treated
equitably as a result of any such event; provided, however, that the number of
shares subject to any option grant shall always be a whole number. In the
event any adjustment to this option grant pursuant to this Agreement would
otherwise result in the creation of a fractional share interest, the number of
shares under this option grant shall be rounded to the nearest whole share
(with 0.5 share rounded to the next higher whole number).
10. CHANGE OF CONTROL. Notwithstanding any other provision of
this Agreement to the contrary, in the event of a Change of Control of the
Corporation (as defined in this Section 10), this option grant, if then
outstanding and not yet vested, shall vest as of the effective date of such
Change of Control. If this option grant vests pursuant to this Section 10, it
may be exercised at any time from and after the effective date of the Change
of Control (which shall be considered the applicable Vesting Date) and prior
to the 5th anniversary of its Grant Date. For the purposes of this Agreement,
a "Change of Control" shall mean:
(a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a
"Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of the
combined voting power of the then outstanding voting securities
of the Corporation entitled to vote generally in the election
of directors (the "Outstanding Voting Securities"); provided,
however, that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change of
Control: (i) any acquisition by a Person who on the effective
date of the Original Plan was the beneficial owner of 20% or
more of the Outstanding Voting Securities; (ii) any acquisition
directly from the Corporation, including without limitation a
public offering of securities; (iii) any acquisition by the
Corporation, (iv) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Corporation
or any of its Subsidiaries or (v) any acquisition by any
corporation pursuant to a transaction which complies with
clauses (i), (ii), and (iii) of subsection (c) of this Section
10; or
(b) Individuals who, as of the effective date of the Original Plan,
constitute the Board (the `Incumbent Board'') cease for any
reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director
subsequent to the effective date of the Original Plan whose
election, or nomination for election by the Corporation's
shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect
to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board or actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board; or
(c) Consummation of a reorganization, merger or consolidation to
which the Corporation is a party or sale or other disposition
of all or substantially all of the assets of the Corporation (a
`Business Combination''), in each case, unless, following such
Business Combination, (i) all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Stock and Outstanding Voting
Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the
combined voting power of the then outstanding voting
securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting
from such Business Combination (including, without limitation,
a corporation which as a result of such transaction owns the
Corporation or all or substantially all of the Corporation's
assets either directly or through one or more subsidiaries)
(the "Successor Entity") in substantially the same proportions
as their ownership, immediately prior to such Business
Combination, of Outstanding Voting Securities and (ii) no
Person (excluding any Successor Entity or any employee benefit
plan, or related trust, of the Corporation or such Successor
Entity) beneficially owns, directly or indirectly, 20% or more
of, respectively, the combined voting power of the then
outstanding voting securities of the Successor Entity, except
to the extent that such ownership existed prior to the Business
Combination and (iii) at least a majority of the members of the
board of directors of the Successor Entity were members of the
Incumbent Board (including persons deemed to be members of the
Incumbent Board by reason of the proviso to subsection (c) of
this Section 10) at the time of the execution of the initial
agreement, or of the action of the Board, providing for such
Business Combination; or
(d) Approval by the shareholders of the Corporation of a complete
liquidation or dissolution of the Corporation.
11. LEGAL IMPEDIMENTS TO EXERCISE. Anything in this Agreement to the
contrary notwithstanding, if, at any time specified herein for the exercise of
this option or the delivery of shares to the Optionee, any law or regulations of
any governmental authority having jurisdiction in the matter shall require
either the Corporation or the Optionee to take any action or refrain from action
in connection therewith or to delay such exercise, then the delivery of such
shares on such exercise shall be deferred until such action shall have been
taken or such restriction on action shall have been removed.
12. AUTHORITY OF PLAN ADMINISTRATOR. As conditions precedent to the
granting of the option and all other rights provided hereunder, the Optionee and
any other person who acquires any rights hereunder agrees that any dispute or
disagreement which shall arise under, or as a result of, or pursuant to, this
Agreement may be determined by the Plan Administrator constituted under the Plan
(the "Plan Administrator") in the Plan Administrator's absolute and uncontrolled
discretion; and that any such determination or interpretation of the terms of
this Agreement or the Plan or any other determination by either such Plan
Administrator shall be final, binding and conclusive on all persons affected
thereby. The Plan Administrator shall have the authority to administer the
Plan, make all determinations with respect to the construction and application
of the Plan, the Board resolutions establishing the Plan and this Agreement,
adopt and revise rules and regulations relating to the Plan and make any other
determinations which it believes necessary or advisable for the administration
of the Plan (subject to the provisions of the Plan regarding Plan
administration). Questions regarding the options granted under this Agreement
and the administration of the Plan may be addressed to the Corporation or its
delegate for such purposes.
13. NOT INCENTIVE STOCK OPTIONS. Anything in this Agreement to the
contrary notwithstanding, the Corporation and Optionee acknowledge and agree
that the Plan was not intended to provide for the issuance of "incentive stock
options" as defined in Section 422 of the Internal Revenue Code of 1986, as
amended, and that the options granted pursuant to this Agreement are not
"incentive stock options" as so defined.
14. CONTINUED EMPLOYMENT. This Agreement shall not be deemed to
limit or restrict the right of the Corporation or any Subsidiary to terminate
the Optionee's employment at any time, for any reason, with or without cause, or
to limit or restrict the right of the Optionee to terminate his employment with
the Corporation or any Subsidiary at any time. In the event of termination of
the Optionee's employment with the Corporation and all Subsidiaries, such
employee shall be eligible to exercise (to the extent provided under Section 3)
only options on the number of shares that have vested on or prior to his/her
date of termination (subject, however, to the provisions of Section 5).
Optionee's services shall be subject to the direction of the Board of Directors
of the Corporation or such Subsidiary or such officer or officers as the
respective Boards may designate from time to time and shall be rendered at such
locations as the respective Boards or any such officer may determine.
15. AMENDMENT OR TERMINATION. This Agreement may be amended or
terminated prior to the expiration dates set forth herein only with the mutual
agreement and consent of the Optionee and the Corporation, and then only to the
extent permitted under the Plan.
16. 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.
17. INTERPRETATION. This Agreement shall at all times be
interpreted so as to be consistent with the intent, purposes and specific
language of the Plan.
18. SEVERABILITY. If any provision of this Agreement should be
held illegal or invalid for any reason, such determination shall not affect
the other provisions of this Agreement, but instead the Agreement shall be
construed as if such provisions had never been included herein.
19. HEADINGS/GENDER. Headings contained in this Agreement are for
convenience only and shall in no event be construed as part of this Agreement.
Any reference to the masculine, feminine or neuter gender shall be a reference
to other genders as appropriate.
20. NOTICES. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing (unless otherwise specified
in this Agreement or in other writing to the Optionee), and may be delivered
personally or by mail, postage prepaid, addressed as follows: (i) to the
Corporation, 000 Xxxxxxxxx Xxxxxx, X. X., Xxxxxxx, XX 00000, ATTN: Compensation
Department, or at such other address as the Corporation, by notice to the
Optionee, may designate in writing from time to time; (ii) to the Optionee at
the address indicated in the Optionee's then current personnel records, or at
such other address as the Optionee, by notice to the Corporation or its delegate
for such purposes at the above-referenced address, may designate in writing from
time to time. Such notices shall be deemed given upon receipt.
21. DEFINITIONS. For purposes of this Agreement, the following terms
shall be defined as follows (certain other definitions are found in the premises
to this Option Agreement):
(a) "Cause" for the purposes of this Agreement shall mean any of the
following: (i) the willful failure of the Optionee to perform
satisfactorily the duties consistent with his title and position
reasonably required of him by the Board or supervising management
(other than by reason of incapacity due to physical or mental
illness); (ii) the commission by the Optionee of a felony, or the
perpetration by the Optionee of a dishonest act or common law
fraud against the Corporation or any of its Subsidiaries; or
(iii) any other willful act or omission (including without
limitation the violation of any corporate policy or regulation)
which could reasonably be expected to expose the Corporation to
civil liability under the law of the applicable jurisdiction or
causes or may reasonably be expected to cause significant injury
to the financial condition or business reputation of the
Corporation or any of its Subsidiaries.
(b) "Corporation" shall mean Georgia-Pacific Corporation, a Georgia
corporation, its successors and assigns.
(c) "Committee" shall mean the Compensation Committee of the Board
of Directors of the Corporation, as constituted from time to
time, or such subcommittee of that body as the Compensation
Committee shall specify to act for the Compensation Committee
with respect to the options granted under the Plan, provided
however that any such subcommittee shall have at least two
members and shall consist entirely of "outside directors" as
that term is defined pursuant to Section 162(m) of the Internal
Revenue Code of 1986, as amended from time to time, or any
statute which is a successor or replacement for such statute (and
applicable regulations promulgated thereunder).
(d) "Fair Market Value" shall mean, with respect to Georgia-Pacific
Group Stock on any date, the mean between the high and low sales
prices of a share of Georgia-Pacific Group Stock on that 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 Committee,
in its discretion. The Fair Market Value of the Stock shall be
rounded to the nearest whole cent (with 0.5 cent being rounded to
the next higher whole cent).
(e) "Grant Date" shall mean the date upon which the Original Option
was granted under the Original Plan.
(f) "Plan" shall mean the Georgia-Pacific Corporation/Georgia-
Pacific Group 1997 Long-Term Incentive Plan as adopted by the
Corporation's Board of Directors on September 17, 1997, and
approved by its shareholders on December 16, 1997 (and as amended
from time to time thereafter)
(g) "Plan Administrator" shall mean the person or entity having
administrative authority under the Plan, as specified in Article
IV of the Plan.
(h) "Subsidiary" shall mean any corporation (other than the
Corporation) in any unbroken chain of corporations beginning with
the Corporation if, at the time of reference, each of the
corporations other than the last corporation in the unbroken
chain owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the
other corporations in such chain.
(i) "Georgia-Pacific Group Stock" shall mean the class of the
Corporation's common stock which is intended to reflect the
business and operations of the forest resources segment of the
Corporation's business, the par value of which is $0.80 per share
and which is designated "Georgia-Pacific Corporation--Georgia-
Pacific Group Common Stock".
(j) "Vesting Date" shall mean the date upon which options granted
under this Agreement first become exercisable in accordance with
the provisions of Sections 2 or 10.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officers, under its corporate seal, and the
Optionee has executed this Agreement, as of this 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
OPTIONEE
NOTE: PLEASE COMPLETE THE ATTACHED ACKNOWLEDGMENT OF RECEIPT
AND BENEFICIARY DESIGNATION FORM AND RETURN THEM TO:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
GEORGIA-PACIFIC STOCK OPTION PLAN
"PERSONAL AND CONFIDENTIAL"
SUITE 0000
000 XXXXXXXXXX XXXX.
JERSEY CITY, NJ 07310
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 those grants 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 the First Chicago Trust
Company in writing at the address indicated below.
PLEASE TAKE TIME TO FILL OUT THIS FORM AND RETURN IT TO THE FIRST CHICAGO
TRUST COMPANY AT THE FOLLOWING ADDRESS: FIRST CHICAGO TRUST COMPANY OF NEW
YORK, GEORGIA-PACIFIC STOCK OPTION PLAN, "PERSONAL AND CONFIDENTIAL", SUITE
0000, 000 XXXXXXXXXX XXXX., XXXXXX XXXX, XX 00000. BENEFICIARY DESIGNATIONS OR
MODIFICATIONS OF BENEFICIARY DESIGNATIONS SENT TO ANY OTHER ADDRESS WILL NOT BE
EFFECTIVE UNTIL ACTUALLY RECEIVED BY FIRST CHICAGO TRUST COMPANY. 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 1998 special grant under
--
the 1997 Georgia-Pacific Group LTIP.
/ / I designate the following person(s) as my beneficiary(ies) under my 1998
--
special grant under the 1997 Georgia-Pacific Group LTIP:
NAME ADDRESS RELATIONSHIP TO SOCIAL SECURITY
YOU NUMBER (IF
KNOWN)
I ACKNOWLEDGE RECEIPT OF THE EXECUTED OPTION AGREEMENT EVIDENCING MY JANUARY 29,
1998 SPECIAL OPTION 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:
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