{"id":38380,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2000-employee-stock-purchase-plan-georgia-pacific-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2000-employee-stock-purchase-plan-georgia-pacific-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2000-employee-stock-purchase-plan-georgia-pacific-corp.html","title":{"rendered":"2000 Employee Stock Purchase Plan &#8211; Georgia-Pacific Corp."},"content":{"rendered":"<pre>\n                              GEORGIA-PACIFIC GROUP\n\n                        2000 EMPLOYEE STOCK PURCHASE PLAN\n\n\n\n\n                              GEORGIA-PACIFIC GROUP\n                        2000 EMPLOYEE STOCK PURCHASE PLAN\n\n\n                                TABLE OF CONTENTS\n\n\nSection                                                                    Page\n-------                                                                    -----\n\nss. 1.               Purpose                                                  1\n\nss. 2.               Definitions                                              1\n2..1                 Account                                                  1\n2.2                  Authorization                                            1\n2.3                  Board                                                    1\n2.4                  Code                                                     1\n2.5                  Eligible Employee                                        1\n2.6                  Exercise Date                                            2\n2.7                  Fair Market Value                                        2\n2.8                  Georgia-Pacific                                          2\n2.9                  Offering Period                                          2\n2.10                 Option Price                                             2\n2.11                 Participant                                              2\n2.12                 Participating Employer                                   2\n2.13                 Plan                                                     2\n2.14                 Plan Administrator                                       2\n2.15                 Purchase Period                                          3\n2.16                 Stock                                                    3\n2.17                 Subsidiary                                               3\nss. 3                Offerings                                                3\nss. 4                Participation                                            4\nss. 5                Granting of Options                                      4\n(a)                  General Rule                                             4\n(b)                  Statutory Limitation                                     4\n(c)                  Available Shares of Stock                                5\nss. 6.               Payroll Deductions                                       5\n(a)                  Initial Authorization                                    5\n(b)                  Subsequent Authorization                                 5\n(c)                  Account Credits, General Assets and Taxes                6\n(d)                  No Cash Payments                                         6\nss. 7.               Exercise of Option                                       6\n(a)                  General Rule                                             6\n(c)                  Automatic Refund                                         6\nss. 8.               Delivery                                                 6\nss. 9.               Voluntary Account Withdrawal                             7\n\n\n                                       i\n\n\n\n<font size=\"2\">\n\n\nSection                                                                                    Page\n-------                                                                                    -----\n                                                                                      \n\nss. 10.                          Termination of Employment                                   7\nss. 11.                          Retirement or Disability                                    7\nss. 12.                          Death                                                       8\nss. 13.                          Temporary Layoff and Authorized Leave of                    9\n                                   Absence\nss. 14.                          Hardship Withdrawals From 401(k) Plans                      9\nss. 15.                          Administration                                              9\nss. 16.                          Transferability                                             9\nss. 17.                          Adjustment                                                  10\nss. 18.                          Securities Registration                                     10\nss. 19.                          Amendment or Termination                                    11\nss. 20.                          Notices                                                     11\nss. 21.                          Employment                                                  11\nss. 22.                          Headings, References and Construction                       11\nss. 23.                          Shareholder Approval                                        12\n\n<\/font>\n\n\n                                       ii\n\n\n\n\n\n\n                              GEORGIA-PACIFIC GROUP\n                        2000 EMPLOYEE STOCK PURCHASE PLAN\n\n\nss. 1.     PURPOSE\n\n         The primary purpose of this Plan is to encourage Stock ownership by\neach Eligible Employee of Georgia-Pacific and each Subsidiary by permitting the\npurchase of Stock on a discounted basis. Georgia-Pacific intends that this Plan\nconstitute an 'employee stock purchase plan' within the meaning of ss. 423 of\nthe Code and, further, intends that any ambiguity in this Plan or any related\noffering be resolved to effect such intent.\n\n\nss. 2.     DEFINITIONS\n\n         2.1. Account shall mean the separate bookkeeping account which shall be\nestablished and maintained by the Plan Administrator for each Participant for\neach Purchase Period to record the payroll deductions made on his or her behalf\nto purchase Stock under this Plan.\n\n\n         2.2. Authorization shall mean the participation election and payroll\ndeduction authorization form which an Eligible Employee shall be required to\nproperly complete in writing (or in any other form acceptable to the Plan\nAdministrator) and timely file with the Plan Administrator before the end of an\nOffering Period in order to participate in this Plan for the related Purchase\nPeriod and which shall require an Eligible Employee to provide such information\nand to take such action as the Plan Administrator in his or her discretion deems\nnecessary or helpful to the orderly administration of this Plan.\n\n\n         2.3. Board shall mean the Board of Directors of Georgia-Pacific.\n\n         2.4. Code shall mean the Internal Revenue Code of 1986, as amended.\n\n\n         2.5. Eligible Employee shall mean each employee of Georgia-Pacific or a\nSubsidiary except:\n\n\n                  (a) an employee who customarily is employed (within the\n         meaning of Code ss. 423(b)(4)(B)) 20 hours or less per week by\n         Georgia-Pacific or such Subsidiary,\n\n\n                  (b) an employee who customarily is employed (within the\n         meaning of Code ss. 423(b)(4)(C)) for not more than 5 months in any\n         calendar year by Georgia-Pacific or such Subsidiary, and\n\n                  (c) an employee who would own (immediately after the grant of\n         an option under this Plan) stock possessing 5% or more of the total\n         combined voting\n\n\n                                       1\n\n\n         power or value of all classes of stock of Georgia-Pacific based on the\n         rules set forth in ss. 423(b)(3) and ss. 424 of the Code.\n\n\n         2.6. Exercise Date shall mean for each Purchase Period the last day of\nsuch Purchase Period.\n\n         2.7. Fair Market Value shall mean, as of any date, the mean between the\nhigh and low sales prices of a share of Stock on that date as reported in the\nrecord of Composite Transactions for New York Stock Exchange listed securities\nand printed in The Wall Street Journal or in any successor to The Wall Street\nJournal or, if there is no such successor, any similar publication selected by\nthe Plan Administrator. If the date of determination is not a trading date on\nthe New York Stock Exchange, Fair Market Value shall be determined using the\nhigh and low sales prices of a share of Stock on the next preceding trading\ndate. The Fair Market Value shall be rounded to the nearest whole cent (with 0.5\ncent being rounded to the next higher whole cent).\n\n         2.8. Georgia-Pacific shall mean Georgia-Pacific Corporation, a\ncorporation incorporated under the laws of the State of Georgia, and any\nsuccessor to Georgia-Pacific.\n\n         2.9. Offering Period shall mean, with respect to the initial Offering\nPeriod, the period beginning on May 8, 2000 and ending on June 5, 2000 and, with\nrespect to each subsequent Offering Period, the period beginning on the date\ndetermined by the Plan Administrator which precedes the related Purchase Period\nand which shall continue for no more than 31 days.\n\n         2.10. Option Price shall mean for each Purchase Period the lesser of\n(i) 90% of the Fair Market Value for a share of Stock on the first day of such\nPurchase Period or (ii) 90% of the Fair Market Value for a share of Stock on the\nlast day of such Purchase Period.\n\n         2.11. Participant shall mean for each Purchase Period an Eligible\nEmployee who has satisfied the requirements set forth in ss. 4 of this Plan for\nsuch Purchase Period.\n\n         2.12. Participating Employer shall for each Participant, as of any\ndate, mean Georgia-Pacific or a Subsidiary, whichever employs such Participant\nas of such date.\n\n         2.13. Plan shall mean this Georgia-Pacific Group 2000 Employee Stock\nPurchase Plan, as amended from time to time.\n\n         2.14. Plan Administrator shall mean the Senior Vice President - Human\nResources or his or her delegate.\n\n                                      -2-\n\n\n2.15. Purchase Period shall mean, with respect to the initial Purchase Period,\nthe 12 month period beginning on July 1, 2000 and, with respect to each\nsubsequent Purchase Period, the 12 month period beginning on the date determined\nby the Plan Administrator, which date shall be the first day of the second\ncalendar month which immediately follows the end of the related Offering Period.\n\n         2.16. Stock shall mean Georgia-Pacific Corporation - Georgia-Pacific\nGroup Common Stock.\n\n         2.17. Subsidiary shall mean for each Purchase Period\n\n                  (a) each domestic corporation (other than North American\n         Timber Corp. and Georgia Temp, Inc.) which as of the first day of an\n         Offering Period is in an unbroken chain of corporations beginning with\n         Georgia-Pacific in which each domestic corporation in such chain\n         (except for the last corporation in such chain) owns stock possessing\n         50% or more of the total combined voting power of all classes of stock\n         in one of the other corporations in such chain; and\n\n\n                  (b) each foreign corporation in which Georgia-Pacific owns\n         stock possessing 50% or more of the total combined voting power of all\n         classes of stock and which is listed prior to each Offering Period by\n         the Plan Administrator on Appendix A to this Plan.\n\n\nss. 3.   OFFERINGS\n\n\n         Options to purchase shares of Stock shall be offered to Participants in\naccordance with this Plan during three Offering Periods; provided, however,\nthere shall be no more than one Offering Period in effect at any time and no\nmore than one Purchase Period in effect at any time. There shall be a total of\n8,550,000 shares of Stock available under this Plan, 2,850,000 of which shall be\navailable with respect to the initial Offering Period and no less than 2,850,000\nof which shall be available with respect to each of the remaining two Offering\nPeriods. Such shares of Stock shall be available for purchase from\nGeorgia-Pacific upon the exercise of such options, and any shares of Stock which\nare subject to options granted as of the first day of a Purchase Period but\nwhich are not purchased on the related Exercise Date shall again become\navailable under this Plan.\n\n\n\n                                      -3-\n\n\n\n\nss. 4.     PARTICIPATION\n\n         Each person who is an Eligible Employee on the first day of an Offering\nPeriod shall satisfy the requirements to be a Participant in this Plan for the\nrelated Purchase Period if\n\n                  (a) he or she properly completes and files an Authorization\n         with the Plan Administrator on or before the last day of such Offering\n         Period to purchase shares of Stock, and\n\n                  (b) his or her employment as an Eligible Employee continues\n         throughout the period which begins on the first day of such Offering\n         Period and ends on the first day of the related Purchase Period (for\n         this purpose, employment as an Eligible Employee shall not be treated\n         as interrupted by a transfer directly between Georgia-Pacific and any\n         Subsidiary or between one Subsidiary and another Subsidiary).\n\nA Participant's status as such shall terminate for a Purchase Period (for which\nhe or she has an effective Authorization) at such time as his or her Account has\nbeen withdrawn under ss. 9, ss. 10, ss. 11, ss. 12 or ss. 13 or the purchases\nand distributions contemplated under ss. 7 with respect to his or her Account\nhave been completed, whichever comes first.\n\nss. 5.   GRANTING OF OPTIONS\n\n\n                  (a) General Rule. Subject to subsections (b) and (c) below,\n         each person who is a Participant for a Purchase Period automatically\n         shall be granted an option on the first day of such Purchase Period to\n         purchase at the Option Price a maximum number of whole shares of Stock\n         determined by dividing $25,000 by the Fair Market Value of a share of\n         Stock on the first day of such Purchase Period.\n\n\n                  (b) Statutory Limitation. No option granted under this Plan to\n         any Eligible Employee shall permit his or her rights to purchase shares\n         of Stock under this Plan or under any other employee stock purchase\n         plan (within the meaning of ss. 423 of the Code) or any other shares of\n         Stock under any other employee stock purchase plans (within the meaning\n         of ss. 423 of the Code) of Georgia-Pacific and any of its subsidiaries\n         (within the meaning of ss. 424(f) of the Code) to accrue (within the\n         meaning of ss. 423(b)(8) of the Code) at a rate which exceeds $25,000\n         of the Fair Market Value of such Stock for any calendar year. Such Fair\n         Market Value shall be determined as of the first day of the Purchase\n         Period for which the option is granted.\n\n\n                                      -4-\n\n\n\n\n\n\n                  (c) Available Shares of Stock. If the number of shares of\n         Stock available for purchase for any Purchase Period is insufficient to\n         cover the number of shares which Participants have elected to purchase\n         through effective Authorizations, then each Participant's option to\n         purchase shares of Stock for such Purchase Period shall be reduced to\n         the number of shares of Stock which the Plan Administrator shall\n         determine by multiplying the number of shares of Stock for which such\n         Participant would have been granted an option if sufficient shares were\n         available by a fraction, the numerator of which shall be the number of\n         shares of Stock available for options for such Purchase Period and the\n         denominator of which shall be the total number of shares of Stock for\n         which options would have been granted to all Participants if sufficient\n         shares were available.\n\n\nss. 6.   PAYROLL DEDUCTIONS\n\n                  (a) Initial Authorization. Each Participant's Authorization\n         shall specify the specific dollar amount which he or she authorizes his\n         or her Participating Employer to deduct from his or her compensation\n         each pay period (determined in accordance with such Participating\n         Employer's standard payroll policies and practices) during the Purchase\n         Period for which such Authorization is in effect, provided\n\n\n                  (1)      the minimum amount deducted from a Participant's\n                           compensation during each pay period in a Purchase\n                           Period shall not be less than $600 divided by the\n                           number of pay periods in the Purchase Period; and\n\n                  (2)      the maximum amount deducted from a Participant's\n                           compensation during each pay period shall not be more\n                           than the lesser of (i) $22,500 (90% of the $25,000\n                           maximum) divided by the number of pay periods in the\n                           Purchase Period, (ii) such lower amount which is set\n                           by the Plan Administrator before the beginning of a\n                           Purchase Period, or (iii) such Participant's net pay\n                           after all other withholdings.\n\n                  (b) Subsequent Authorization. A Participant shall have the\n         right to make one amendment to an Authorization after the end of an\n         Offering Period to stop the payroll deductions which he or she\n         previously had authorized for the related Purchase Period, and such\n         amendment shall be effective with the next possible payroll period\n         (determined in accordance with the Participating Employer's payroll\n         practices and policies regarding cut-off dates for payroll changes)\n         after the Plan Administrator actually receives such amended\n         Authorization.\n\n\n\n                                      -5-\n\n\n\n\n\n                  (c) Account Credits, General Assets and Taxes. All payroll\n         deductions made for a Participant shall be credited to his or her\n         Account as of the pay day as of which the deduction is made. All\n         payroll deductions shall be held by Georgia-Pacific, by\n         Georgia-Pacific's agent or by one, or more than one, Subsidiary (as\n         determined by the Plan Administrator ) as part of the general assets of\n         Georgia-Pacific or any such Subsidiary, and each Participant's right to\n         the payroll deductions credited to his or her Account shall be those of\n         a general and unsecured creditor. Georgia-Pacific, Georgia-Pacific's\n         agent or such Subsidiary shall have the right to withhold on payroll\n         deductions to the extent such person deems necessary or appropriate to\n         satisfy applicable tax laws.\n\n                  (d) No Cash Payments. Except as provided for in ss. 11 and ss.\n         12, a Participant (or beneficiary) may not make any contribution to his\n         or her Account except through payroll deductions made in accordance\n         with this ss. 6.\n\nss. 7.   EXERCISE OF OPTION\n\n                  (a) General Rule. Unless a Participant files an amended\n         Authorization under ss. 9 on or before the Exercise Date for a Purchase\n         Period, his or her option shall be exercised automatically on such\n         Exercise Date for the purchase of as many whole shares of Stock subject\n         to such option as the balance credited to his or her Account as of that\n         date will purchase at the Option Price for such shares of Stock,\n         provided that he or she is an Eligible Employee on such Exercise Date.\n\n                  (b) Automatic Refund. If a Participant's Account has a\n         remaining balance after his or her option has been exercised as of an\n         Exercise Date under this ss. 7, such balance automatically shall be\n         refunded to the Participant in cash (without interest) as soon as\n         practicable following such Exercise Date.\n\nss. 8.   DELIVERY\n\n\n         A stock certificate representing all shares of Stock purchased upon the\nexercise of an option under this Plan shall be held for the Participant by a\nbroker-dealer designated by the Plan Administrator or, at the Participant's\ndirection and expense, delivered to the Participant (or any person who makes a\nclaim through a Participant), and shall be registered in his or her name;\nprovided, however, Georgia-Pacific shall not have any obligation to deliver a\ncertificate to a Participant which represents a fractional share of Stock. No\nParticipant (or any person who makes a claim through a Participant) shall have\nany interest in any shares of Stock subject to an option until such option has\nbeen exercised and the related shares of Stock actually have been delivered to\nsuch person or have been transferred to an account for such person at a\nbroker-dealer designated by the Plan Administrator. The Plan Administrator shall\nhave the discretion\n\n                                      -6-\n\n\n\nto satisfy Georgia-Pacific's obligations hereunder with newly issued shares or\nshares previously issued and outstanding that have been repurchased by\nGeorgia-Pacific.\n\n\nss. 9.   Voluntary Account Withdrawal\n\n         A Participant may elect to withdraw the entire balance credited to his\nor her Account for a Purchase Period by completing and filing an amended\nAuthorization with the Plan Administrator before the Exercise Date for such\nperiod. If a Participant makes such a withdrawal election, no further payroll\ndeductions shall be made on his or her behalf and such balance shall be paid to\nhim or her in cash (without interest) at the next possible payroll period\n(determined in accordance with the Participating Employer's payroll practices\nand policies regarding cut-off dates for payroll changes).\n\nss. 10.  TERMINATION OF EMPLOYMENT\n\n         If a Participant's employment as an Eligible Employee terminates on or\nbefore the Exercise Date for a Purchase Period for any reason whatsoever, his or\nher Account shall (subject to ss. 11 and ss. 12) be distributed as if he or she\nhad elected to withdraw his or her Account in cash under ss. 9 immediately\nbefore the date his or her employment had so terminated. However, if a\nParticipant is transferred directly between Georgia-Pacific and a Subsidiary or\nbetween one Subsidiary and another Subsidiary while he or she has an\nAuthorization in effect, his or her employment shall not be treated as\nterminated merely by reason of such transfer and any such Authorization shall\n(subject to all the terms and conditions of this Plan) remain in effect after\nsuch transfer for the remainder of the Purchase Period.\n\nss. 11.  RETIREMENT OR DISABILITY\n\n\n         If a Participant retires or becomes disabled within three months before\nthe Exercise Date for a Purchase Period, he or she may elect prior to such\nExercise Date to (i) make a cash lump sum payment to his or her Account in an\namount equal to the unpaid balance under his or her Authorization as then in\neffect for such Purchase Period, (ii) purchase at the end of the Purchase Period\nthe number of whole shares of Stock as the balance credited to the Participant's\nAccount as of that date will purchase at the Option Price for such shares of\nStock, or (iii) withdraw the entire balance credited to his or her Account for\nsuch Purchase Period in accordance with ss. 9. In the event a Participant elects\nto make a cash lump sum payment to his or her Account, his or her option shall\nbe exercised automatically on the Exercise Date for such Purchase Period for the\npurchase of as many whole shares of Stock as the balance credited to his or her\nAccount as of that date will purchase at the Option Price for such shares of\nStock as if he or she is an Eligible Employee on such Exercise Date. In the\nevent a Participant fails to make a timely election under this ss. 11, his or\nher Account shall be distributed as if he or she had elected to withdraw the\nentire balance credited to his or her Account in cash under ss. 9 immediately\nbefore the date he or she retired.\n\n                                      -7-\n\n\n         For purposes of this ss. 11, 'retire' or 'retirement' shall mean a\nParticipant's voluntary or involuntary termination with the Company and all of\nits affiliates (within the meaning of Code ss. 1563(a), except that for such\naffiliate determination, the phrase 'at least 50%' shall be substituted for 'at\nleast 80%' in Code ss. ss. 1563(a)(1) and (a)(2)(A)) at a time when he or she\nhas attained at least age 65 or attained at least age 55 and accrued 5 years of\nservice for vesting purposes under Georgia-Pacific's qualified benefit plans\ncovering him or her, provided that termination for 'cause' as determined by\nGeorgia-Pacific shall not be considered retirement under this Plan.\n\n\n         For purposes of this ss. 11, a Participant's date of 'disability' shall\nbe the last day of his or her short-term medical leave period under\nGeorgia-Pacific's policy providing paid medical leave for salaried employees who\nare medically unable to work because of injury or illness (or the last day of a\nperiod determined as if the Participant were a salaried employee entitled to\nsuch short-term medical leave), and a Participant shall be deemed 'disabled' at\nsuch time only if the Participant would be 'totally disabled' pursuant to the\nstandards set forth in the Georgia-Pacific Corporation Salaried Long-Term\nDisability Plan whether or not he or she is covered under that plan.\n\nss. 12.  DEATH\n\n\n         If a Participant's employment terminates due to his or her death before\nthe Exercise Date for a Purchase Period, his or her beneficiary may elect before\nthe Exercise Date to (i) make a cash lump sum payment to the Participant's\nAccount in an amount equal to the unpaid balance under the Participant's\nAuthorization as then in effect for such Purchase Period, (ii) purchase at the\nend of the Purchase Period the number of whole shares of Stock as the balance\ncredited to the Participant's Account as of that date will purchase at the\nOption Price for such shares of Stock, or (iii) withdraw the entire balance\ncredited to the Participant's Account for such Purchase Period in accordance\nwith ss. 9. In the event a Participant's beneficiary elects to make a cash lump\nsum payment to the Participant's Account, the Participant's option shall be\nexercised automatically on the Exercise Date for such Purchase Period for the\npurchase of as many whole shares of Stock as the balance credited to his or her\nAccount as of that date will purchase at the Option Price for such shares of\nStock as if the Participant is an Eligible Employee on such Exercise Date. In\nthe event a beneficiary fails to make a timely election under this ss. 12, the\nParticipant's Account shall be distributed as if the Participant had elected to\nwithdraw his or her Account in cash under ss. 9 immediately before the date he\nor she died.\n\n\n\n                                      -8-\n\n\n\n\nss. 13.  TEMPORARY LAYOFF AND AUTHORIZED LEAVE OF ABSENCE\n\n\n         Any amounts being deducted from a Participant's compensation under his\nor her Authorization for a Purchase Period shall be suspended during a period of\ntemporary layoff or authorized leave of absence without pay. If the Participant\nreturns to active service prior to the last payroll period in the Purchase\nPeriod, his or her payroll deductions shall be commenced or resumed. The\nParticipant's option shall be exercised automatically on the Exercise Date for\nsuch Purchase Period for the purchase of as many whole shares of Stock as the\nbalance credited to his or her Account as of that date will purchase at the\nOption Price for such shares of Stock provided he or she is an Eligible Employee\non such Exercise Date.\n\n\n         For purposes of this Plan, a Participant on a temporary layoff or\nauthorized leave of absence shall be deemed to be terminated from his or her\nemployment with Georgia-Pacific and all of its affiliates if such layoff or\nleave exceeds a period of 90 consecutive days (unless the Participant's right to\nreemployment is guaranteed either by statute or by contract). At the end of such\n90 day period, such Participant shall have his or her Account distributed as if\nhe or she had elected to withdraw his or her Account in cash under ss. 9\nimmediately before the date his or her employment had so terminated.\n\nss. 14.  HARDSHIP WITHDRAWALS FROM 401(K) PLANS\n\n         If a Participant receives a hardship withdrawal pursuant to the\nprovisions of a qualified retirement plan subject to Code ss. 401(k), any\namounts being deducted from such Participant's compensation under his or her\nAuthorization shall be suspended for a period of twelve consecutive months\nfollowing such withdrawal. If such suspension is in effect on the last day of an\nOffering Period, any Authorization filed by an Eligible Employee during such\nOffering Period shall be null and void and of no effect.\n\nss. 15.  ADMINISTRATION\n\n         The Plan Administrator shall be responsible for the administration of\nthis Plan and shall have the power to interpret this Plan and to take such other\naction as the Plan Administrator deems necessary or equitable under the\ncircumstances. The Plan Administrator also shall have the power to delegate the\nduty to perform such administrative functions as the Plan Administrator deems\nappropriate under the circumstances. Any person to whom the duty to perform an\nadministrative function is delegated shall act on behalf of the Plan\nAdministrator for such function. Any action or inaction by or on behalf of the\nPlan Administrator under this Plan shall be final and binding on each Eligible\nEmployee, each Participant and on each other person who makes a claim under this\nPlan based on the rights, if any, of any such Eligible Employee or Participant\nunder this Plan.\n\nss. 16.    TRANSFERABILITY\n\n                                      -9-\n\n\n         Neither the balance credited to a Participant's Account nor any rights\nto the exercise of an option or to receive shares of Stock under this Plan may\nbe assigned, encumbered, alienated, transferred, pledged, or otherwise disposed\nof in any way by a Participant during his or her lifetime or by any other person\nduring his or her lifetime, and any attempt to do so shall be without effect;\nprovided, however, that the Plan Administrator in its absolute discretion may\ntreat any such action as an election by a Participant to withdraw the balance\ncredited to his or her Account in accordance with ss. 9.\n\nss. 17.  ADJUSTMENT\n\n\n         The number of shares of Stock covered by outstanding options granted\npursuant to this Plan and the related Option Price and the number of shares of\nStock available under this Plan automatically shall be adjusted by the Plan\nAdministrator in a manner to fully and fairly reflect any change in the\ncapitalization of Georgia-Pacific, including, but not limited to, such changes\nas dividends paid in the form of Stock or Stock splits. Furthermore, the Plan\nAdministrator automatically shall adjust (in a manner which satisfies the\nrequirements of ss. 424(a) of the Code) the number of shares of Stock available\nunder this Plan and the number of shares of Stock covered by options granted\nunder this Plan and the related Option Prices in the event of any corporate\ntransaction described in ss. 424(a) of the Code. An adjustment made under this\nss. 17 by the Plan Administrator shall be conclusive and binding on all affected\npersons.\n\n\nss. 18.  SECURITIES REGISTRATION\n\n         If Georgia-Pacific shall deem it necessary to register under the\nSecurities Act of 1933, as amended, or any other applicable statutes, any shares\nof Stock with respect to which an option shall have been exercised under this\nPlan or to qualify any such shares of Stock for an exemption from any such\nstatutes, Georgia-Pacific shall take such action at its own expense before\ndelivery of any certificate representing such shares of Stock. If shares of\nStock are listed on any national stock exchange at the time an option to\npurchase shares of Stock is exercised under this Plan, Georgia-Pacific whenever\nrequired shall register shares of Stock for which such option is exercised under\nthe Securities Exchange Act of 1934, as amended, and shall make prompt\napplication for the listing on such national stock exchange of such shares, all\nat the expense of Georgia-Pacific.\n\n\n                                      -10-\n\n\n\n\n\nss. 19.  AMENDMENT OR TERMINATION\n\n\n         This Plan may be amended by the Plan Administrator from time to time to\nthe extent that the Plan Administrator deems necessary or appropriate in light\nof, and consistent with, ss. 423 of the Code and the laws of the State of\nGeorgia, and any such amendment shall be subject to the approval of\nGeorgia-Pacific's shareholders to the extent such approval is required under ss.\n423 of the Code or the laws of the State of Georgia. The Plan Administrator also\nmay terminate this Plan or any offering made under this Plan at any time;\nprovided, however, the Plan Administrator shall not have the right to modify,\ncancel, or amend any option outstanding after the beginning of a Purchase Period\nunless (1) each Participant consents in writing to such modification, amendment\nor cancellation, (2) such modification only accelerates the Exercise Date for\nthe related Purchase Period, or (3) the Plan Administrator acting in good faith\ndeems that such action is required under applicable law.\n\n\nss. 20.  NOTICES\n\n         All Authorizations and other communications from a Participant to the\nPlan Administrator under, or in connection with, this Plan shall be deemed to\nhave been filed with the Plan Administrator when actually received in the form\nspecified by the Plan Administrator at the location, or by the person,\ndesignated by the Plan Administrator for the receipt of such Authorizations and\ncommunications.\n\nss. 21.  EMPLOYMENT\n\n         No offer under this Plan shall constitute an offer of employment, and\nno acceptance of an offer under this Plan shall constitute an employment\nagreement. Any such offer or acceptance shall have no bearing whatsoever on the\nemployment relationship between any Eligible Employee and Georgia-Pacific or any\nsubsidiary of Georgia-Pacific, including a Subsidiary. Finally, no Eligible\nEmployee shall be induced to participate in this Plan by the expectation of\nemployment or continued employment.\n\nss. 22.  HEADINGS, REFERENCES AND CONSTRUCTION\n\n         The headings to sections in this Plan have been included for\nconvenience of reference only. Except as otherwise expressly indicated, all\nreferences to sections (ss.) in this Plan shall be to sections (ss.) of this\nPlan. This Plan shall be interpreted and construed in accordance with the laws\nof the State of Georgia.\n\n\n                                      -11-\n\n\n\n\nss. 23.  SHAREHOLDER APPROVAL\n\n         The Plan is subject to the approval by the holders of the majority of\nthe outstanding shares of Stock within 12 months before or after the date of\nadoption of the Plan by the Board. The Plan shall be null and void and of no\neffect if the foregoing condition is not fulfilled.\n\n\n                                      -12-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7633],"corporate_contracts_industries":[9484],"corporate_contracts_types":[9539,9545],"class_list":["post-38380","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-georgia-pacific-corp","corporate_contracts_industries-materials__wood","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38380","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38380"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38380"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38380"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38380"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}