GEORGIA-PACIFIC CORPORATION/GEORGIA-PACIFIC GROUP
1997 LONG-TERM INCENTIVE PLAN
EMPLOYEE STOCK OPTION AGREEMENT
Optionee: [First Middle Last]
Total Shares Under [ ] shares
Option:
Option Price: [$ ] per share
Grant Date: [Month Day Year]
THIS AGREEMENT, dated as of the Grant Date stated above, by and between Georgia-
Pacific Corporation and the Optionee;
W I T N E S S E T H:
WHEREAS, Georgia-Pacific Corporation wishes to give the Optionee an
opportunity to acquire or enlarge the Optionee's equity ownership in Georgia-
Pacific Corporation for purposes of augmenting the Optionee's proprietary
interest in the success of Georgia-Pacific Corporation and, in particular, its
Georgia-Pacific Group;
WHEREAS, the options described in this Agreement have been granted pursuant
to, and are governed by, the Plan;
NOW, THEREFORE, Georgia-Pacific Corporation and the Optionee hereby agree
as follows:
1. DEFINITIONS. For purposes of this Agreement, the following terms shall be
defined as follows:
(a) AGENT means First Chicago Trust Company of New York or any other
entity designated by the Plan Administrator to act as its administrative service
provider.
(b) BOARD OF DIRECTORS means the Board of Directors of Georgia-Pacific
Corporation.
(c) CAUSE means any of the actions or omissions specified in Section 2(d)
of the Plan.
(d) CHANGE OF CONTROL has the meanings specified in Section 11(b) of the
Plan.
(e) CODE means 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
the regulations promulgated thereunder.
(f) 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.
(g) 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.
(h) DISABILITY means "total disability" as defined under the long-term
disability program of the Georgia-Pacific Corporation Salaried Employees
Contributory Welfare Benefits Plan (whether or not the Optionee is covered under
such program).
(i) DISABILITY RETIREMENT DATE means the later of (i) the day the
Optionee'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 Optionee's Disability continues through that date, or (ii) the
day the Optionee'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 Optionee has a Disability on such date. If the
Optionee 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 Optionee 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.
(j) EARLY RETIREMENT DATE means the Optionee's last day of active
employment by the Corporation after having attained at least age 55 (but not age
62) 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).
(k) EXERCISE AMOUNT means the sum of (a) the Option Price multiplied by
the number of vested options being exercised plus (b) an amount sufficient to
pay all applicable FICA and withholding taxes on the difference between the Fair
Market Value of Georgia-Pacific Group Stock for which the vested options are
being exercised (determined as of the exercise date) and their Option Price, as
calculated by the Plan Administrator or the Agent, if any.
(l) EXPIRATION DATE means the tenth anniversary of the Grant Date, unless
an earlier Expiration Date is established by operation of Section 5 of this
Agreement.
(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 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, upon which the options described in this Agreement were granted to
the Optionee.
(p) NORMAL RETIREMENT DATE means the Optionee's last day of active
employment by the Corporation after having attained (i) at least age 62 (but not
age 65) and 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) or (ii) at least age 65.
(q) OPTION PRICE means the price per share set forth on the first page of
this Agreement.
(r) OPTIONEE means the employee of the Corporation named on the first page
of this Agreement.
(s) 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.
(t) 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.
(u) REPRESENTATIVE means, in the event of the Optionee's Disability, his
duly authorized legal guardian or representative; or, in the event of the
Optionee's death, his estate, personal representative, or beneficiary as
designated pursuant to Section 6(e).
(v) TOTAL SHARES UNDER OPTION means the number of options granted to the
Optionee as set forth on the first page of this Agreement.
(w) VESTING DATE means any one of the dates upon which options granted to
the Optionee under this Agreement become exercisable in accordance with this
Agreement.
2. OPTION GRANT. Subject to the terms and conditions of this Agreement, the
Corporation hereby grants an option to the Optionee to purchase from the
Corporation, at the Option Price, the number of shares of Georgia-Pacific Group
Stock equal to the Total Shares Under Option.
3. VESTING.
(a) REGULAR VESTING. Except as stated in Sections 3(b) and 3(c) of this
Agreement, the Optionee shall become vested in a percentage of the Total Shares
Under Option in accordance with the following schedule:
VESTING DATE PERCENTAGE OF
TOTAL SHARES UNDER
OPTION
First anniversary of Grant 34%
Date
Second anniversary of Grant 33%
Date
Third anniversary of Grant 33%
Date
The number of options granted to the Optionee under this Agreement which become
vested on a Vesting Date in accordance with the above schedule will be
determined by multiplying the Total Shares Under Option by the percentage
specified in the above schedule, and then rounding the resulting number up to
the nearest whole number, provided that the aggregate number of the Optionee's
vested options under this Agreement shall not exceed the Total Shares Under
Option.
(b) ACCELERATED VESTING. Notwithstanding the vesting schedule specified
in Section 3(a) of this Agreement, the Total Shares Under Option shall become
100% vested upon the earliest to occur of the following Vesting Dates:
(i) the Optionee's Normal Retirement Date;
(ii) the Optionee's Disability Retirement Date;
(iii) the date of the Optionee'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 Plan Administrator, the Optionee's
Early Retirement Date or the date of the Optionee's involuntary
termination of employment from the Corporation, in either case
due to (A) job elimination, (B) plant closure, or (C) such other
reason as may be specifically approved by the Plan Administrator.
If more than one of the accelerated vesting rules specified in this Section 3(b)
can apply to the Optionee, the Optionee may elect in writing which vesting rule
will apply. The vesting rule elected by the Optionee will determine the
Expiration Date for the options affected by such accelerated vesting. If the
Optionee fails to make such an election within 30 days after being notified by
the Plan Administrator, the Optionee will be deemed to have elected the
available accelerated vesting rule which, first, vests the most options in the
Optionee or, second (if each accelerated vesting rule vests the same number of
options), provides the longest exercise period. Notwithstanding anything in
this Agreement to the contrary, except as otherwise provided in this Agreement
in the case of a Disability Retirement Date which occurs after Optionee's
termination of employment with the Company, no Vesting Date will occur - and no
options may vest - following termination of employment with the Company.
(c) TERMINATION FOR CAUSE. Notwithstanding anything in this Agreement
to the contrary, if the Corporation terminates the Optionee's employment for
Cause prior to a Change of Control, this Agreement shall be terminated and all
options granted to the Optionee under this Agreement shall be forfeited,
regardless of whether 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. EXERCISE OF OPTIONS.
(a) GENERAL. Except as otherwise specified by the Plan Administrator in
accordance with Sections 4(d) and 4(e), the Optionee (or his Representative, as
the case may be) may exercise the options granted under the Agreement, in whole
or in part, at any time on or after the Vesting Date for such options and prior
to their Expiration Date, by complying with the procedures described in this
Section 4. The Optionee shall forfeit all rights to any option under this
Agreement, whether or not then vested, which is not exercised prior to its
Expiration Date.
(b) EXERCISE PROCEDURE. The Optionee or his Representative (if
applicable) may exercise all or a portion of his vested options under this
Agreement by delivering notice to the Agent, or by complying with any
alternative procedure which may be authorized by the Plan Administrator from
time to time. The notice to the Agent shall specify the number of shares of
Georgia-Pacific Group Stock that the Optionee desires to purchase by exercise of
his vested options, and shall include payment for the Exercise Amount of such
shares in one of the following ways:
(i) The Optionee may tender payment of the Exercise Amount on the
date of exercise in the form of cash, certified check, bank
draft, or postal or express money order made payable to the order
of the Corporation and denominated in U.S. dollars; or
(ii) The Optionee may tender payment of the Exercise Amount on the
date of exercise 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, if such shares were acquired upon exercise
of an option, they must have been held by the Optionee for at
least six months at the time of tender; or
(iii) The Optionee may tender payment of the Exercise Amount on
the date of exercise in a combination of (A) shares of Georgia-
Pacific Group Stock (subject to the holding period described in
paragraph (ii) above); and (B) cash, certified check, bank draft,
or postal or express money order made payable to the order of the
Corporation and denominated in U.S. 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; or
(iv) The Optionee may initiate a cashless exercise in accordance with
procedures promulgated by the Plan Administrator or the Agent, if
any.
(v) The Optionee may tender payment of the Exercise Amount on the
date of exercise in accordance with such other method as the Plan
Administrator shall authorize.
Within 30 days after the date of such exercise, the Agent shall make available
to the Optionee a certificate registered in the Optionee's name or a book entry
in a depository institution for the Optionee's account, representing the
aggregate number of shares of Georgia-Pacific Group Stock purchased by the
Optionee as a result of such exercise.
(c) EXERCISE OF OPTIONS FOLLOWING OPTIONEE'S DISABILITY OR DEATH.
(i) Optionee's Disability. If the Optionee's Disability occurs
during a period in which he may exercise options under this Agreement, the
Optionee or, if applicable, the Optionee's Representative may exercise the
options before their Expiration Date with respect to any or all of the Total
Shares Under Option which are available for purchase under this Agreement by the
Optionee on his Disability Retirement Date (taking into account the accelerated
vesting provisions of Section 3(b)) and which had not been purchased by him
prior to such date.
(ii) Optionee's Death. If the Optionee's death occurs during a period
in which he may exercise options under this Agreement, the Optionee's
Representative may exercise the options before their Expiration Date with
respect to any or all of the Total Shares Under Option which are available for
purchase under this Agreement by the Optionee on the date of his death (taking
into account the accelerated vesting provisions of Section 3(b)) and which had
not been purchased by him prior to his death.
(d) EXERCISE OF OPTIONS DURING LEAVE OF ABSENCE. Notwithstanding any
provision of this Agreement to the contrary, if the Optionee is on a leave of
absence or is absent on military or government service at any time on or after
the Grant Date and prior to the Expiration Date, the Optionee may not exercise
any part of the Total Shares Under Option prior to the date the Optionee returns
to active employment with the Corporation, and vesting of any options under this
Agreement which would normally vest on a date during the absence shall be
postponed until the Optionee returns to active work at the end of the absence
(in which case, the date of return to active employment shall be a Vesting
Date). The provisions of this subsection (d) shall not affect any of Optionee's
rights in the event of his death, Disability, Early Retirement or Normal
Retirement or in the event of a Change of Control occurring during such an
absence.
(e) 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, Plan Administrator, Agent, Optionee, or Representative to take any
action or refrain from action in connection with the exercise of any option
under this Agreement or the delivery of shares of Georgia-Pacific Group Stock to
the Optionee, or to delay such exercise or delivery, then the exercise or
delivery of such shares shall be deferred until such action has been taken or
such restriction on action has been removed.
5. SPECIAL RULES GOVERNING THE EXPIRATION DATE. The Expiration Date for
options granted to the Optionee under this Agreement shall be subject to the
following special rules:
(a) TERMINATION OF EMPLOYMENT. If the Optionee voluntarily or
involuntarily terminates employment with the Corporation (for reasons other than
death, Change of Control or having reached his Normal Retirement Date, Early
Retirement Date or Disability Retirement Date), the Expiration Date for
exercising any options under this Agreement which were vested as of his date of
termination shall be the 90th day after the date of such termination; provided
that if the Optionee has a Disability or dies, or a Change of Control occurs,
prior to such 90th day, the Expiration Date for the Optionee's options under
this Agreement which were vested as of his date of termination shall be the
Expiration Date applicable to such Disability (subject to the rules stated in
Section 5(d)), death, or Change of Control, whichever is applicable.
(b) NORMAL RETIREMENT. If the Optionee terminates employment with the
Corporation on his Normal Retirement Date, the Expiration Date for exercising
his vested options under this Agreement shall be the last day of the 60th month
after the end of the month in which the Optionee's Normal Retirement Date
occurs.
(c) EARLY RETIREMENT. If the Optionee terminates employment with the
Corporation on his Early Retirement Date, the Expiration Date for exercising his
vested options under this Agreement shall be the last day of the 60th month
after the end of the month in which the Optionee's Early Retirement Date occurs.
(d) DISABILITY OR DISABILITY RETIREMENT. If the Optionee terminates
employment with the Corporation on his Disability Retirement Date, the
Expiration Date for exercising his vested options under this Agreement shall be
the last day of the 36th month after the end of the month in which the
Optionee's Disability Retirement Date occurs. If the Optionee has a Disability
before the 90th day after terminating employment with the Corporation (for
reasons other than having reached his Normal Retirement Date, Early Retirement
Date, or Disability Retirement Date) and such Disability continues through the
end of the initial 90-day period, the Expiration Date for exercising his vested
options under this Agreement shall be the last day of the 36th month after the
end of the month in which the Optionee's Disability occurs.
(e) OPTIONEE'S DEATH. If the Optionee dies while actively employed by the
Corporation or prior to the 90th day after the Optionee's termination of
employment with the Corporation (for reasons other than having reached his
Normal Retirement Date, Early Retirement Date, or Disability Retirement Date),
the Expiration Date for exercising his vested options under this Agreement shall
be the last day of the 36th month after the end of the month in which the
Optionee's death occurs.
(f) CHANGE OF CONTROL. The Expiration Date for all of the Optionee's
vested options shall be the tenth anniversary of the Grant Date if a Change of
Control takes place (i) while the Optionee is actively employed by the
Corporation; (ii) prior to the 90th day after the Optionee terminates employment
with the Corporation; or (iii) prior to the 90th day after the Optionee
terminates his employment with the Corporation on his Normal Retirement Date,
Early Retirement Date, Disability Retirement Date or date of death.
(g) MAXIMUM EXPIRATION DATE. Notwithstanding any provision in Section 5
of the Agreement to the contrary, no Expiration Date may extend beyond the tenth
anniversary of the Grant Date.
(h) TERMINATION DATE. The Optionee'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 Optionee shall be deemed actively at
work during any period the Optionee is on approved paid medical leave.
6. GENERAL PROVISIONS. The Optionee 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
Optionee 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 Optionee), and delivered
personally or by mail, postage prepaid, addressed as follows: (i) if to the
Corporation or the Agent, at l33 Peachtree Street, N.E., Atlanta, Georgia 30303,
Attention: Compensation Department, or at such other address as the Corporation
or the Agent by notice to the Optionee may have designated from time to time;
(ii) if 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 may have designated from time to time. Such notice shall be deemed
given upon receipt.
(c) TAXATION. The Optionee shall be responsible for all applicable
withholding taxes and the employee share of FICA taxes with respect to
compensation income generated upon the exercise or surrender of his vested
options under this Agreement.
(d) NONTRANSFERABILITY. This Agreement and the options granted to the
Optionee hereto shall be nontransferable and shall not be sold, hypothecated or
otherwise assigned or conveyed by the Optionee 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
options to which the Agreement applies.
(e) DESIGNATION OF BENEFICIARY. The 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 Agreement. Such a designation shall be filed with the Agent
in accordance with uniform procedures specified by the Plan Administrator. The
Optionee 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 Optionee fails to designate a beneficiary or if the
beneficiary predeceases the Optionee, the Optionee shall be deemed not to have a
beneficiary for purposes of this Agreement.
(f) NO SHAREHOLDER RIGHTS. The Optionee 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 the options granted to the
Optionee under this Agreement, until the earliest of the following dates: (i)
the date that the Corporation receives payment in full of the Exercise Price for
shares of Georgia-Pacific Group Stock because an option has been exercised in
accordance with this Agreement; or (ii) the date that shares of Georgia-Pacific
Group Stock have been issued or transferred to the Optionee following the
exercise of an option in accordance with this Agreement. The Optionee shall not
be entitled to any dividends or other rights for which the record date is prior
to the date of such issuance, transfer, or receipt.
(g) NOT AN EMPLOYMENT CONTRACT. This Agreement shall not be deemed to
limit or restrict the right of the Corporation 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 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 options granted in this Agreement may be
made in accordance with the provisions of Section 9(b) of the Plan.
(i) AMENDMENT OR TERMINATION. This Agreement may be amended or terminated
at any time by the mutual agreement and written consent of the Optionee and the
Plan Administrator, but only to the extent permitted under the Plan.
(j) NOT CONSIDERED INCENTIVE STOCK OPTIONS. The options granted under
this Agreement do not constitute and shall not be construed to constitute
`incentive stock options'' with the meaning of section 422 of the Code.
(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.
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 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
OPTIONEE
Name:
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 First Chicago Trust Company in
writing at the address indicated below.
PLEASE TAKE TIME TO FILL OUT THIS FORM AND RETURN IT TO 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 grants under the 1997
--
Georgia-Pacific Group LTIP.
/ / I designate the following person(s) as my beneficiary(ies) under my 1998
--
grants 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, STOCK 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:
---------------------------- ------------------------
