GEORGIA-PACIFIC CORPORATION
ECONOMIC VALUE INCENTIVE PLAN
(As Amended and Restated by Action of the Compensation Committee on January 29,
2001)
By action of its Board of Directors on February 1, 1995, Georgia-Pacific
Corporation adopted the Georgia-Pacific Corporation 1995 Economic Value
Incentive Plan ("EVIP") for its senior management and staff effective for
calendar year 1995 and subsequent Covered Years. By action of the Compensation
Committee on January 28, 1999, the EVIP was amended and restated as the
"Georgia-Pacific Corporation Economic Value Incentive Plan", effective for
calendar year 1999 and subsequent Covered Years. By action of the Compensation
Committee on January 21, 2000, the EVIP was amended and restated effective for
the 2000 Covered Year. By action of the Compensation Committee on January 29,
2001, the EVIP was amended and restated effective for the 2001 and subsequent
Covered Years to read as follows:
I. DEFINITIONS
For purposes of the EVIP, the following terms or phrases shall have the
indicated meanings:
1. "Affected Officer" means any officer of Georgia-Pacific Corporation as
of January 1 of a given Covered Year (other than the CEO) who participates in
the EVIP for that Covered Year and who in the judgment of the Committee may
receive total compensation for that Covered Year in excess of the limit on tax
deductible compensation specified in Section 162(m) of the Internal Revenue Code
of 1986 or any statute which is the successor or replacement of Section 162(m),
as the same may be amended from time to time (and any regulations promulgated
thereunder). The Committee shall determine which officer Participants in this
Plan will be considered Affected Officers in a given Covered Year prior to March
31 of that Covered Year.
2. "Base Salary" means (a) with respect to a Participant in the
traditional Salary Grade pay structure, such Participant's base annual salary in
effect on January 1 of a given
Covered Year, or (b) with respect to a Participant in the broad level Salary
Grade pay structure, such Participant's base annual salary in effect at the
common review date applicable to such Participant for a given Covered Year;
provided that the determination of "Base Salary" shall take into account base
salary increases retroactively effective to January 1 or the common review date,
as applicable, as approved (in accordance with normal corporate procedures) by
management, and provided further that, for Employees who become Participants for
a Covered Year after January 1 or the common review date, as applicable, "Base
Salary" shall mean such Participant's base annual salary in effect on the date
his/her participation commences.
3. "Board" means the Board of Directors of the Corporation.
4. "Business Unit" means any operating group, business segment, division
or corporate staff department of the Corporation (including, without limitation,
the G-P Group) for which Relative EVA or EVA performance standards are set for a
given Covered Year.
5. "CEO" means the Chairman and Chief Executive Officer of Georgia-
Pacific Corporation or, if one person does not hold both of these offices, the
Chief Executive Officer of Georgia-Pacific Corporation.
6. "Committee" means the Compensation Committee of the Board, 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 this Plan, provided however that any such subcommittee shall consist
entirely of (but not less than two) "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).
7. "Compensation" means (a) with respect to a Participant in the
traditional Salary Grade pay structure, midpoint of the Salary Grade of such
Participant for a given Covered Year determined as of January 1 of that Covered
Year by the Plan Administrator, or (b) with respect to a Participant in the
broad level Salary Grade pay structure, such Participant's annual base salary
for a given Covered Year determined as of the common review date for such
Participant
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for that Covered Year, provided that the determination of "Compensation" shall
take into account any increases retroactively effective to January 1 or the
common review date, as applicable, as approved (in accordance with normal
corporate procedures) by management.
8. "Corporation" means Georgia-Pacific Corporation and its subsidiaries.
9. "Covered Year" means any calendar year beginning on or after January
1, 2001.
10. "Discretionary Bonus" means that portion of a Participant's award
under this Plan for a given Covered Year which is determined in accordance with
the provisions of subsection 2 of Section III.
11. "Discretionary Bonus Limit" means, for a given Covered Year, (i) for
Participants other than the CEO, the least of (A) the amount of the maximum
total Quantitative Bonus and Discretionary Bonus the Participant could receive
if Target Relative EVA for the G-P Group was achieved in that Covered Year (as
determined by the Committee pursuant to paragraph 1(a)(ii) of Section III), (B)
100% of the Participant's Base Salary for that Covered Year, reduced by any
Quantitative Bonus that may be payable for that Covered Year or (C) the amount
of the maximum total Quantitative Bonus and Discretionary Bonus the Participant
could receive if Maximum Relative EVA for the G-P Group was achieved in that
Covered Year (as determined by the Committee pursuant to paragraph 1(a)(ii) of
Section III), reduced by any Quantitative Bonus that may be payable for that
Covered Year, and (ii) for the CEO, the lesser of (A) an amount equal to twice
the Quantitative Bonus to which he would be entitled for that Covered Year, or
(B) 200% of the CEO's Base Salary for that Covered Year, reduced by any
Quantitative Bonus that may be payable for that Covered Year.
12. "EVA" means "economic value added" for a given Covered Year, which is
defined, in the case of a given Business Unit, as "net operating profit after
tax" for that Business Unit for that Covered Year minus a capital charge
determined by multiplying its weighted average cost of debt and equity capital
for that Covered Year by that Business Unit's "average invested capital" for
that Covered Year. For purposes of determining Relative EVA performance of the
G-P Group, EVA for a given Peer Group Company will be "Indexed EVA"
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determined by subtracting that Peer Group Company's weighted average cost of
debt and equity capital from its "return on average invested capital" and
multiplying the difference by the G-P Group's "average invested capital". For
purposes of this definition: (i) "net operating profit after tax" for a given
entity for a given Covered Year is its reported net earnings for that Covered
Year adjusted by (A) adding its net interest expense for that Covered Year, (B)
adding its goodwill amortization for that Covered Year, (C) eliminating the
effect of changes in its LIFO inventory reserve for that Covered Year, (D)
eliminating the effects of Special Items during that Covered Year (such as non-
recurring gains or losses, disposals of assets, restructuring charges and
similar items), and (E) adjusting taxes for that Covered Year to reflect actual
cash taxes paid and eliminating the tax benefit of interest expense; (ii)
"average invested capital" for a given entity for a given Covered Year is the
average of the sum of its short-tem debt, long-term debt and adjusted book value
of equity at the beginning of that Covered Year and at the end of that Covered
Year; and (iii) "return on average invested capital" for a given entity for a
given Covered Year is its "net operating profit after tax" divided by its
"average invested capital" for that Covered Year. All determinations made under
this subsection 12 shall be based (a) with respect to the Corporation, on its
unaudited financial results for the Covered Year, and (b) with respect to each
Peer Group Company, on its unaudited financial results as reported on its Forms
10Q for the first three quarters of the Covered Year plus its unaudited
financial results for the fourth quarter of the Covered Year determined from
financial data provided in its earnings releases in January of the immediately
following calendar year using the same assumptions, policies and procedures used
by the Corporation to determine fourth quarter financial results for each Peer
Group Company in 2000 for purposes of calculating the 2000 awards under this
Plan.
13. "Employee" means any exempt full-time, salaried employee of the
Corporation.
14. "G-P Group" means the Business Unit known as the "Georgia-Pacific
Group", viz. that portion of the business and operations of the Corporation
which is reflected by the
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class of the Corporation's common stock known as Georgia-Pacific Corporation-
Georgia-Pacific Group Common Stock.
15. "Maximum Relative EVA" means the Relative EVA performance level of the
G-P Group at which the percentage of Compensation paid as a Quantitative Bonus
reaches its maximum, as determined by the Committee pursuant to subsection 1 of
Section III.
16. "Participant" means an Employee of the Corporation who, for a given
Covered Year, meets the eligibility standards of Section II.
17. "Peer Group Companies" means, for a given Covered Year, the companies
designated by the Compensation Committee for that Covered Year which shall be
companies listed in the Standard & Poors Paper and Forest Products Industry
Index or the Standard & Poors Household Products (nondurables) Index which are
determined by the Compensation Committee, in its sole discretion, to be peers of
the Corporation for that Covered Year; provided, however that if a Peer Group
Company is not in existence as an independent entity generating the types of
public information needed for EVA calculations under this EVIP both at the
beginning and the end of that Covered Year, that company shall be disregarded
for purposes of making awards under this Plan for that Covered Year,
notwithstanding its inclusion in the group of Peer Group Companies otherwise
applicable to such calculations.
18. "Plan" or "EVIP" means the Georgia-Pacific Corporation Economic Value
Incentive Plan as set forth in this document, as amended from time to time.
19. "Plan Administrator" means the person or entity having administrative
authority under this EVIP, as specified in Section IV.
20. "Quantitative Bonus" means that portion of a Participant's award under
this Plan for a given Covered Year which is determined in accordance with the
provisions of subsection 1 of Section III.
21. "Quantitative Bonus Limit" means, for a given Covered Year, (i) for
any Participant other than the CEO, the lesser of (A) 200% of the amount which
is the product of (x) the maximum total Quantitative Bonus and Discretionary
Bonus that the Participant could
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receive if Target Relative EVA for the G-P Group was achieved in that Covered
Year (as determined by the Committee under paragraph 1(a)(ii) of Section III)
and (y) the weighting assigned by the Committee (under paragraph 1(a)(v) of
Section III) to the Quantitative Bonus opportunity for that Covered Year or (B)
100% of the Participant's Base Salary for that Covered Year; and (ii) for the
CEO, the lesser of (A) an amount equal to the amount described in (i)(A) above
calculated for the CEO or (B) 200% of the CEO's Base Salary for that Covered
Year.
22. "Relative EVA" means, for a given Covered Year, the percentile ranking
of the G-P Group's EVA performance for that Covered Year as compared to the
"Indexed EVA" performance (determined pursuant to subsection 12 of this Section
I) of the Peer Group Companies for that year.
23. "Salary Grade" means the traditional or broad level salary grade of a
Participant as established from time to time by the Compensation Department of
the Corporation in accordance with the Corporation's generally applicable
policies.
24. "Target Relative EVA" means the Relative EVA performance level of the
G-P Group as determined by the Committee pursuant to subsection 1 of Section
III.
25. "Threshold Relative EVA" means the minimum Relative EVA of the G-P
Group for which a Quantitative Bonus will be paid, as determined by the
Committee pursuant to subsection 1 of Section III.
II. ELIGIBILITY
1. Participation Criteria. An Employee will be eligible to participate
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in the EVIP for a given Covered Year if he/she is, on January 1 of that Covered
Year, an officer of Georgia-Pacific Corporation (or becomes an officer during
that Covered Year) or, if a non-officer, has been designated by the CEO or the
Committee as a Participant at the beginning of that year or has been added as a
Participant in the EVIP by act of the CEO.
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2. Special Rules. Notwithstanding anything in subsection 1 of this
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Section II to the contrary:
(a) A Participant who terminates employment with the Corporation during a
given Covered Year may receive a prorated award or no award pursuant
to subsection 4 of Section III.
(b) The CEO shall have authority, in his discretion, to add or delete
Employees from the Participant group, provided that no person may be
added as a Participant during the fourth calendar quarter of a Covered
Year, and provided further that the bonus for an Employee who is added
as a Participant for a given Covered Year will be prorated based on
the number of complete calendar months he/she was a Participant for
that Covered Year. In each case in which the CEO adds a Participant,
he shall designate the effective date of his/her participation and
his/her Business Unit.
(c) Participants in other incentive compensation programs (excluding any
stock option plan) maintained by the Corporation are not eligible to
participate in the EVIP.
III. AWARDS
Bonuses under the EVIP are composed of two different types of awards, viz.,
the non-discretionary annual bonus award ("Quantitative Bonus") and the
discretionary long-term bonus award ("Discretionary Bonus"):
1. Award of Quantitative Bonuses. Quantitative Bonuses for each
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Participant under this EVIP for a given Covered Year will be an amount
determined pursuant to standards adopted by the Committee prior to March 31 of
that Covered Year as follows:
(a) The Committee will determine, in its discretion:
(i) The identity of any Affected Officers for the Covered Year in
question;
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(ii) The Threshold Relative EVA, Target Relative EVA and Maximum
Relative EVA levels for that Covered Year for the G-P Group;
(iii) The identity of the Peer Group Companies for the Covered Year
in question;
(iv) The total Quantitative Bonus and Discretionary Bonus
permissible under this Plan (expressed as a percentage of
Compensation) for each Salary Grade at each of the Relative EVA
levels described in subparagraph (ii) above (and at such other
Relative EVA levels as the Committee, in its discretion, may
decide to specify);
(v) The percentage of the total bonus opportunity for that Covered
Year which will comprise the Quantitative Bonus.
(c) The amount of Quantitative Bonus (expressed as a percentage of
Compensation) for any Relative EVA level between a given level and the
next preceding or following level shall be determined by interpolation
between those two levels. If the achieved Relative EVA level for the
G-P Group for a given Covered Year is less than the Threshold Relative
EVA set for the G-P Group for that year, no Quantitative Bonuses with
respect to the performance of the G-P Group for that year shall be
paid. If the achieved Relative EVA level for the G-P Group for a given
Covered Year exceeds the Maximum Relative EVA set for the G-P Group
for that year, the percentage of Compensation corresponding to the
Maximum Relative EVA for the G-P Group for that year shall be used to
determine the amount of the Quantitative Bonus.
(d) The Quantitative Bonus of any Participant in a given Covered Year
shall be calculated as follows:
(i) After the close of that Covered Year and before the payment
date specified in subsection 3 of this Section III, the
Committee shall certify in writing the extent to which the
Relative EVA standards for the G-P
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Group, determined pursuant to this subsection 1 of this Section
III, have been achieved for that Covered Year.
(ii) Based upon the achieved Relative EVA performance for the G-P
Group for that Covered Year determined in accordance with
subparagraph (i) of this paragraph (d), the corresponding
percentages of Compensation of each Participant shall be
determined using the standards established pursuant to
paragraph (a) of this subsection 1.
(iii) The Participant's Quantitative Bonus for that Covered Year will
equal the product of (x) the sum of the percentages calculated
pursuant to subparagraph (ii) of this paragraph (d), and (y)
the Participant's Compensation.
(e) Notwithstanding anything in this Plan to the contrary, the
Quantitative Bonus for any Participant for a given Covered Year may
not exceed the Quantitative Bonus Limit for that year.
2. Award of Discretionary Bonuses. Any Participant shall be eligible to
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receive a Discretionary Bonus for a given Covered Year, regardless of whether
he/she receives a Quantitative Bonus for that year, provided that the CEO will
not be eligible for a Discretionary Bonus for a given Covered Year if he is not
eligible for a Quantitative Bonus for that year. Discretionary Bonus amounts
will be determined as follows:
(a) Subject to the limits of this subsection 2, the CEO, in his/her
discretion, shall determine the amount of the Discretionary Bonus for
a given Covered Year for each Participant (other that the CEO and each
Affected Officer) after reviewing, in his/her discretion, (i) the
performance of the Business Unit to which such Participant belongs
during that Covered Year with respect to EVA drivers specified no
later than March 31 of that Covered Year by the CEO, and (ii) the
actions taken by the Business Unit to which such Participant belongs
during that Covered Year to increase the long-term EVA of that
Business Unit and/or the
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Corporation as a whole. In conducting this review, the CEO may
consider any actions by Business Units he/she deems appropriate,
including but not limited to actions to (i) increase efficiency (by
increasing revenue or reducing costs using the same or less capital),
(ii) develop new investment opportunities, and/or (iii) reduce or
divest under-performing assets.
(b) For each Affected Officer, the Discretionary Bonus for a given Covered
Year shall equal the Discretionary Bonus Limit for such Affected
Officer (determined in accordance with subsection 11 of Section I),
subject to reduction by the Committee, in its discretion, based on its
review and evaluation of such performance criteria as the Committee
may deem appropriate.
(c) For the CEO, the Discretionary Bonus for a given Covered Year shall
equal 200% of the Quantitative Bonus applicable to him/her for that
year, subject to reduction by the Committee in its discretion based on
its review and evaluation of such performance criteria as the
Committee may deem appropriate.
(d) Notwithstanding anything in this Plan to the contrary:
(i) The amount of the Discretionary Bonus for each Participant
(including the CEO) will also reflect his/her individual
performance - and the performance of any Business Unit under
his/her supervision - with respect to the Corporation's standing
policies (as applicable and in effect from time to time), in
particular (but without limitation) the Corporation's Code of
Business Conduct and its safety and environmental policies; and
(ii) For all Participants, the Discretionary Bonus for a given
Covered Year may not exceed the Discretionary Bonus Limit for
that year.
3. Payment of Awards. Awards shall be paid as soon as practicable after
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the calculation of achieved Relative EVA levels for a given Covered Year, but in
no event later than March 15 following the end of that Covered Year. In the
event of the death of a
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Participant, any awards due to - or in respect of -him/her under this Plan will
be paid, first, to his/her surviving spouse (if any) and, if there is no
surviving spouse, to his/her estate.
4. Special Situations.
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(a) A Participant whose employment with the Corporation terminates during
a given Covered Year (i) for any reason after he/she has attained at
least age 65 or has attained age 55 and accumulated at least ten (10)
years of service for vesting purposes under the Georgia-Pacific
Corporation Salaried 401(k) Plan, (ii) because of his/her death, (iii)
because of his/her total and permanent disability (as determined by
the Plan Administrator pursuant to the standards of the Georgia-
Pacific Corporation Salaried Long-Term Disability Plan, whether or not
the Participant has enrolled in that plan) or (iv) for any other
reason specifically approved by the Plan Administrator (provided that,
for purposes of this clause (iv) only, the approval of the Committee
shall be required in the case of the CEO or an Affected Officer) shall
be entitled to a bonus award prorated to reflect the number of
complete calendar months actually worked during that Covered Year
payable at the same time bonuses for other Participants are paid for
that Covered Year.
(b) Subject to paragraph (a) of this subsection 4, Participants who during
a given Covered Year (i) voluntarily terminate their employment with
the Corporation or (ii) are involuntarily terminated by the
Corporation for any reason, will not be eligible to receive a bonus
under this Plan for that Covered Year.
5. Maximum Total Bonus Award. Notwithstanding anything in this Plan to
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the contrary, no Participant may receive a Quantitative Bonus and Discretionary
Bonus award under this Plan in any Covered Year which in total exceeds
$3,500,000.
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IV. ADMINISTRATION
The Plan will be administered by the Committee. Decisions and
determinations by the Committee shall be final and binding upon all parties,
including the Corporation, shareholders, Participants and other employees. The
Committee shall have the authority to administer the Plan, make all
determinations with respect to the construction and application of the Plan and
the Board resolutions establishing the Plan, 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. No member of
the Committee shall be liable to any person for any action taken or omitted in
connection with the interpretation and administration of this Plan unless
attributable to the member's own willful misconduct or lack of good faith. The
Committee is expressly authorized to appoint one or more individuals, who need
not be members of the Committee, or entities to administer the Plan and to make
all determinations with respect to the construction and application of the Plan,
and otherwise exercise all powers vested in the Committee under the Plan. Such
agents shall serve at the pleasure of the Committee. The decisions of any such
agents taken within the scope of his/her authority will have the same effect as
decisions by the Committee. Notwithstanding anything in this Section IV to the
contrary, the Committee may not delegate authority which under this Plan is
expressly reserved to the Committee alone.
V. AMENDMENT OR TERMINATION
The Board, by action of the Committee, expressly reserves the right to
amend or terminate the EVIP at any time, provided that no Quantitative Bonus for
a given Covered Year may thereby be reduced on or after December 31 of that
Covered Year.
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VI. MISCELLANEOUS
1. Awards Unfunded. Awards payable pursuant to the EVIP (if any) shall
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be paid solely from the general assets of the Corporation. No trust or other
funding device providing for the identification or segregation of assets to fund
EVIP awards has been established, nor is it the Corporation's intention to do
so.
2. Taxation of Awards. Awards under the EVIP will be compensation
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subject to Federal and State tax withholding (including, without limitation,
FICA withholding) in the calendar year in which they are paid.
3. Retirement Plans and Welfare Benefit Plans. Except as otherwise
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specified in the plan in question, awards under the EVIP will not be included as
"compensation" for purposes of the Corporation's retirement plans (both
qualified and non-qualified) or welfare benefit plans.
4. Spendthrift Clause. A Participant may not assign, anticipate,
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alienate, commute, pledge or encumber any benefits to which he or she may become
entitled under the EVIP, nor are the awards subject to attachment or garnishment
by any creditor.
5. No Contract of Employment. The Corporation intends that the awards
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provided under the EVIP be a term of employment and a part of each Participant's
compensation and benefit package. Participation in this Plan shall not
constitute an agreement (1) of the Participant to remain in the employ of and to
render his/her services to the Corporation or (2) of the Corporation to continue
to employ such Participant, and the Corporation may terminate the employment of
a Participant at any time with or without cause.
6. Previous EVIP Interpretations. The amendment and restatement of this
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Plan is not intended to - and shall not - affect the continuing validity of EVIP
interpretations issued by the Plan Administrator prior to January 1, 2001.
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VII. EFFECTIVE DATE/SHAREHOLDER APPROVAL
1. Effective Date. This amendment and restatement of the EVIP shall
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become effective as of January 1, 2001.
2. Shareholder Approval. Notwithstanding anything in this EVIP to the
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contrary, the EVIP shall be null and void if it is not re-approved, in a
separate vote, by the affirmative vote of the holders of at least a majority of
the shares of the common stock of Georgia-Pacific Corporation cast, in person or
by proxy, at the first shareholders meeting that occurs in calendar year 2001.
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Economic Value Incentive Plan - Georgia-Pacific Corp.
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