GEORGIA-PACIFIC CORPORATION
SHAREHOLDER VALUE SPECIAL INCENTIVE STOCK OPTION
THIS AGREEMENT, dated February 3, 1997 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, shares of the Corporation's Stock, as
hereinafter more specifically stated, the exercise of which is subject to
attainment of stated corporate, business segment and division performance goals,
so that he may have a direct proprietary interest in the Corporation's general
success and in the achievement of the specific performance goals related to the
Corporation as a whole and the business segment and division in which he/she
works; and
WHEREAS, the options described in this Agreement have been granted
pursuant to, and are governed by, the Georgia-Pacific Corporation 1995
Shareholder Value Incentive Plan adopted by the Corporation's Board of Directors
effective April 1, 1995 (the "Plan") and approved by the shareholders of the
Corporation on May 2, 1995, as heretofore amended and modified (in particular,
but without limitation, by Amendment No. 2 to the Plan adopted by the
Corporation's Board of Directors effective February 3, 1997;
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 August 4, 2002,
the option to purchase from the Corporation, from time to time, as hereinafter
more specifically stated, at a price of $74.25 per share, up to but not
exceeding in the aggregate, the number of shares of the Corporation's Stock as
set forth on the preceding page 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 (or any portion thereof) may in no
event be exercised prior to its Vesting Date, but on and after its Vesting
Date (to the extent of the number option shares then becoming exercisable), it
may be exercised in accordance with - and to the extent permitted under - the
terms of the Plan and this Agreement. This option grant is subject to
performance-based vesting in accordance with any of the following rules:
(a) This option grant will vest on the 3rd anniversary of the Grant
Date if the Corporation's Total Shareholder Return for the
immediately preceding 3 full fiscal years exceeds the Weighted
Average Total Shareholder Return of all Peer Group Companies
for the same period.
(b) This option grant will vest on the 4th anniversary of the Grant
Date if the Corporation's Total Shareholder Return for the
immediately preceding 4 full fiscal years exceeds the Weighted
Average Total Shareholder Return of all Peer Group Companies
for the same period.
(c) This option grant will vest on the 5th anniversary of the Grant
Date if the Corporation's Total Shareholder Return for the
immediately preceding 5 full fiscal years exceeds the Weighted
Average Total Shareholder Return of all Peer Group Companies
for the same period.
Vesting under subsections (a), (b) and (c) shall be conditioned upon the
Committee's written certification that the performance vesting standards of this
Section 2 have been met. 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, if this option grant vests pursuant to this Section 2,
it may be exercised at any time on or after the Vesting Date and on or prior to
August 4, 2002, provided that if the Optionee's employment with the Corporation
and its Subsidiaries terminates for any reason other than Cause after the
Vesting Date of this option grant and before it has expired, the option grant
may be exercised only during the 90-day period following the Optionee's date of
termination or, if shorter, during the remaining period before this option grant
expires in accordance with this Agreement. If a Participant's employment with
the Corporation and its Subsidiaries terminates for any reason prior to the
Vesting Date of this option grant, this option grant will terminate as of the
Participant's termination date, and the Participant will have no further rights
hereunder.
3. DEFINITIONS OF RETIREMENT AND DISABILITY. For purposes of this
Option Agreement:
(a) "Retirement" means termination of employment with the
Corporation and its Subsidiaries after attaining age 65 or age
55 and 10 years of service for vesting purposes under the
Georgia-Pacific Corporation Savings and Capital Growth Plan
(other than a termination for Cause); and
(b) "Disability" means "total disability" as defined under the
Georgia-Pacific Corporation Salaried Long-Term Disability Plan
(whether or not the Optionee actually participates in that
plan), as determined by the Plan Administrator in its sole
discretion.
4. RESTRICTIONS/FORFEITURE RULES. This option grant will be
subject to the following restrictions and forfeiture rules:
(a) 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 made in writing, and filed with the
Corporation's Treasurer's Department. 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's Treasurer's Department. No beneficiary
designation or change of beneficiary designation will be
effective until actually received by the Corporation's
Treasurer's Department. 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
- 5 -
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 Treasurer of the Corporation or his delegate, from time
to time, of written notice, signed by the Optionee, 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 Stock having a Fair Market Value on the date of
exercise equal to the Exercise Amount or a combination of (i) shares of 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 Stock on the date of exercise. If the written notice of exercise is
mailed, the date of its receipt by the Treasurer of the Corporation or his
delegate 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 deliver 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
(as defined in Section 3) 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. The Optionee's date of termination on account of
retirement (as defined in Section 3) shall be his/her official
date of separation from employment with the Corporation and its
Subsidiaries as defined under the policies of the Corporation.
(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 the
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 shares of the Stock of the Corporation
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 the Stock or other change
in corporate structure affecting the 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 the Total Shareholder Return of the Corporation for at
least one of the 3-year, 4-year or 5-year periods ending on the effective date
of the Change of Control exceeds the Weighted Average Total Shareholder Return
of all Peer Group Companies for the same period. 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 its expiration date (as specified in
Section 1). 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% of more of
either (i) the then outstanding shares of Stock (the
"Outstanding Stock") or (ii) 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
directly from the Corporation, (ii) any acquisition by the
Corporation, (iii) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Corporation
or any corporation controlled by the Corporation or (iv) 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, 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 date hereof
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
(c) Consummation of a reorganization, merger or consolidation 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, respectively, the then outstanding shares of
common stock and 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) in substantially the same
proportions as their ownership, immediately prior to such
Business Combination, of the Outstanding Stock and Outstanding
Voting Securities, as the case may be, (ii) no Person
(excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of
the Corporation or such corporation resulting from such
Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then
outstanding voting securities of such corporation 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 corporation resulting from such
Business Combination were members of the Incumbent Board 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 Georgia-Pacific Corporation 1995 Shareholder Value
Incentive Plan may be addressed to the Treasurer's Department of the
Corporation.
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 only options on the number of shares that
then have vested in accordance with this Agreement (but subject to 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, and may be delivered
personally or by mail, postage prepaid, addressed as follows: (i) to the
Corporation, Georgia-Pacific Corporation, l33 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx,
Xxxxxxx 00000, Attention: Treasurer, 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 Treasurer of the Corporation at the above 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:
(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 of the Stock" shall mean, on any date, the
mean between the high and low sales prices of a share of 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 of this Agreement.
(f) "Plan" shall mean the Georgia-Pacific Corporation 1995
Shareholder Value Incentive Plan as adopted by the Corporation's
Board of Directors effective April 1, 1995 and approved by its
shareholders on May 2, 1995.
(g) "Plan Administrator" shall mean the person or entity having
administrative authority under the Plan, as specified in Article
IV of the Plan.
(h) "Peer Group Companies" shall mean the companies included in the
Standard & Poors Paper and Forest Products Industry Index from
time to time (but excluding the Corporation).
(i) "Stock" shall mean Georgia-Pacific Corporation common stock,
eighty cents ($0.80) par value per share.
(j) "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.
(k) "Total Shareholder Return" shall mean, for a given 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) which could be purchased with the
dividends (or allocated portion of a per share dividend) paid on
SB shares of the common stock during the measurement period (and
any additional shares or fractional shares allocated in
accordance with this subsection (ii) with respect to dividends
paid during the measurement 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 measurement
period; and (iv) `PE'' is the closing price of the common stock
on the last trading day of the measurement period. In
calculating the Total Shareholder Return for a given common
stock, the Plan Administrator will apply the principles of
Section 9 (except for the last sentence of that section) as if
that section applied to the common stock.
(l) "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.
(m) "Weighted Average Total Shareholder Return" shall mean, for any
given measurement period, the average of the Total Shareholder
Returns for a named group of corporations with the return of each
such corporation weighted on the basis of its market
capitalization at the beginning of the measurement period.
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:
W. Xxxxx Xxxxxxx, III, Assistant Secretary
OPTIONEE
NOTE: PLEASE COMPLETE THE ATTACHED PERSONAL DATA SHEET.
AND BENEFICIARY DESIGNATION FORM
OPTIONEE'S PERSONAL DATA
(Please Print)
Full Name
ADDRESS:
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SOCIAL SECURITY NUMBER:
---------------------------------------------
DATE OF BIRTH:
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Month, Day and Year
DIVISION: LOCATION:
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BENEFICIARY DESIGNATION FORM
(Includes Special Options)
Under the terms of the 1995 Shareholder Value Incentive Plan, 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 Company has provided this
form, which you may use to designate in writing the beneficiary(ies) you desire.
This year, since we have not asked for this designation in the past, you
will have the opportunity to select beneficiaries for each of your outstanding
SVIP grants (1995, 1996, 1997 and 1997 Special). Of course, you may revoke and
change your beneficiary designations at any time by notifying the Treasurer's
Department in writing at the address indicated below.
PLEASE TAKE TIME TO FILL OUT THIS FORM AND RETURN IT TO THE TREASURER'S
DEPARTMENT AT ONE OF THE FOLLOWING ADDRESSES:
STREET ADDRESS POST OFFICE ADDRESS INTEROFFICE MAIL
CODE
133 Peachtree P. O. Box 105605 XX000-0
Xxxxxx, X. X. Xxxxxxx, XX 00000 ATTN: SVIP
Xxxxxxx, XX 00000 ATTN: SVIP Administrator-7th
ATTN: SVIP Administrator-7th Floor
Administrator-7th Floor
Floor
BENEFICIARY DESIGNATIONS OR MODIFICATIONS OF BENEFICIARY DESIGNATIONS SENT TO
ANY OTHER ADDRESS WILL NOT BE EFFECTIVE UNTIL ACTUALLY RECEIVED BY THE
TREASURER'S DEPARTMENT. THE COMPANY 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 1995, 1996, 1997 and 1997
Special SVIP grants.
I designate the following person(s) as my beneficiary(ies) under my 1995,
1996, 1997 and 1997 Special SVIP grants:
NAME ADDRESS RELATIONSHIP TO SOCIAL SECURITY
YOU NUMBER (IF
KNOWN)
I designate the following person(s) as my beneficiary(ies) under my
specified SVIP grant or grants:
1995 GRANT
NAME ADDRESS RELATIONSHIP TO SOCIAL SECURITY
YOU NUMBER (IF
KNOWN)
1996 GRANT
NAME ADDRESS RELATIONSHIP TO SOCIAL SECURITY
YOU NUMBER (IF
KNOWN)
1997 GRANT
NAME ADDRESS RELATIONSHIP TO SOCIAL SECURITY
YOU NUMBER (IF
KNOWN)
1997 SPECIAL GRANT
NAME ADDRESS RELATIONSHIP TO SOCIAL SECURITY
YOU NUMBER (IF
KNOWN)
If you have any questions, please call Xxxxx Xxxxxxxx in Atlanta at 404-652-
4491.
PLEASE NOTE THAT NO BENEFICIARY DESIGNATION OR MODIFICATION OF ANY BENEFICIARY
DESIGNATION IS EFFECTIVE UNTIL REDUCED TO WRITING AND RECEIVED BY THE
TREASURER'S DEPARTMENT IN ATLANTA AT THE ADDRESS GIVEN ABOVE.
Signature:
--------------------------
Printed Name:
----------------------------
Date: , 19
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