{"id":38615,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/change-of-control-agreement-georgia-pacific-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"change-of-control-agreement-georgia-pacific-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/change-of-control-agreement-georgia-pacific-corp.html","title":{"rendered":"Change of Control Agreement &#8211; Georgia-Pacific Corp."},"content":{"rendered":"<pre>\n                     [Form of Change of Control Agreement]\n\n[FirstName]\n[Address1]\n[City] [PostalCode]\n\nDear [JobTitle]:\n\nThe Board of Directors (the \"Board\") of Georgia-Pacific Corporation (the\n\"Company\") has given careful consideration to the potential impact upon you (the\n\"Executive\") and other officers in the event of a threatened or actual Change of\nControl (as defined below) of the Company.\n\nThe Board believes it is imperative to diminish the inevitable distraction to\nyou of the personal uncertainties and risks that would be created by a pending\nor threatened Change of Control, and considers it in the best interests of the\nCompany and its shareholders to encourage you to give your full attention and\ndedication to the Company's business and affairs in the event of any such Change\nof Control.  In order to accomplish this, the Board has approved specified\ncompensation and benefit arrangements for you in the event of a Change of\nControl, which are designed to meet your reasonable expectations with respect to\nsuch matters, and enable the Company to be competitive with similar practices of\nother corporations.  This letter agreement (the \"Agreement\") sets forth terms\nand conditions of the Company's agreement with you concerning such arrangements.\n\n     1.  In this Agreement, the terms set forth below have the meanings ascribed\nto them:\n\n     (a) The \"Effective Date\" shall mean the first date during the Change of\nControl Period (as defined below) on which a Change of Control (as defined\nbelow) occurs.  Anything in this Agreement to the contrary notwithstanding, if a\nChange of Control occurs and if the Executive's employment with the Company is\nterminated within one year prior to the date on which the Change of Control\noccurs, and if it is reasonably demonstrated by the Executive that such\ntermination of employment (i) was at the request of a third party which had\ntaken steps reasonably calculated to effect a Change of Control or (ii)\notherwise arose in connection with or anticipation of a Change of Control, then\nfor all purposes of this Agreement the \"Effective Date\" shall mean the date\nimmediately prior to the date of such termination of employment.\n\n     (b) The \"Change of Control Period\" shall mean the period commencing on the\ndate hereof and ending on the third anniversary of the date hereof; \n\n \nprovided, however, that commencing on the date one year after the date hereof,\nand on each annual anniversary of such date (such date and each annual\nanniversary thereof shall be hereinafter referred to as the \"Renewal Date\"),\nunless this Agreement shall have been terminated pursuant to its terms, the\nChange in Control Period shall be automatically extended so as to terminate\nthree years from such Renewal Date.\n\n     (c) A \"Change of Control\" shall mean:\n\n          (i) The acquisition by any individual, entity or group (within the\n     meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of\n     1934, as amended (the \"Exchange Act\"))(a \"Person\") of beneficial ownership\n     (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of\n     20% or more of the combined voting power of the then outstanding voting\n     securities of the Company entitled to vote generally in the election of\n     directors (the \"Outstanding Company Voting Securities\"); provided, however,\n     that for purposes of this definition, the following acquisitions shall not\n     constitute a Change of Control: (A) any such acquisition by a Person who on\n     the date of this Agreement was the beneficial owner of 20% or more of the\n     Outstanding Company Voting Securities; (B) any such acquisition directly\n     from the Company, including without limitation a public offering of\n     securities; (C) any such acquisition by the Company; (D) any such\n     acquisition by any employee benefit plan (or related trust) sponsored or\n     maintained by the Company or any of its Affiliated Companies; or (E) any\n     acquisition by any corporation pursuant to a transaction which complies\n     with subparagraphs (A), (B) and (C) of subparagraph (iii) below;\n\n          (ii) Individuals who constitute the Board as of the date of this\n     Agreement (the \"Incumbent Board\") cease for any reason to constitute at\n     least a majority of the Board, provided that any individual becoming a\n     director subsequent to the date of this Agreement whose election, or\n     nomination for election by the Company's shareholders, was approved by a\n     vote of at least a majority of the directors then comprising the Incumbent\n     Board shall be considered as though such individual were a member of the\n     Incumbent Board, but excluding, for this purpose, any such individual whose\n     initial assumption of office is in connection with an actual or threatened\n     election contest relating to the election or removal of the directors of\n     the Company or other actual or threatened solicitation of proxies of\n     consents by or on behalf of a Person other than the Board;\n\n          (iii)  Consummation of a reorganization, merger or consolidation to\n     which the Company is a party or a sale or other disposition of all or\n     substantially all of the assets of the Company (a \"Business Combination\"),\n     in each case unless, following such Business Combination: (A) all or\n     substantially all of the individuals and entities who were the beneficial\n\n                                       2\n\n \n     owners of Outstanding Company Voting Securities immediately prior to such\n     Business Combination beneficially own, directly or indirectly, more then\n     50% of the combined voting power of the outstanding voting securities\n     entitled to vote generally in the election of directors of the corporation\n     resulting from the Business Combination (including, without limitation, a\n     corporation which as a result of such transaction owns the Company or all\n     or substantially all of the Company's assets either directly or through one\n     or more Affiliated Companies) (the \"Successor Entity\") in substantially the\n     same proportions as their ownership immediately prior to such Business\n     Combination of the Outstanding Company Voting Securities; and (B) no Person\n     (excluding any Successor Entity or any employee benefit plan, or related\n     trust, of the Company or such Successor Entity) beneficially owns, directly\n     or indirectly, 20% or more of the combined voting power of the then\n     outstanding voting securities of the Successor Entity, except to the extent\n     that such ownership existed prior to the Business Combination; and (C) at\n     least a majority of the members of the board of directors of the Successor\n     Entity were members of the Incumbent Board (including persons deemed to be\n     members of the Incumbent Board by reason of the proviso to subparagraph\n     (ii) above) at the time of the execution of the initial agreement or of the\n     action of the Board providing for such Business Combination; or\n\n          (iv) Approval by the shareholders of the Company of a complete\n     liquidation or dissolution of the Company.\n\n     (d) \"Affiliated Companies\" shall mean any company controlled by,\ncontrolling or under common control with, the Company.\n\n     2.  The Company hereby agrees to continue the Executive in its employ, and\nthe Executive hereby agrees to remain in the employ of the Company subject to\nthe terms and conditions of this Agreement, for the period commencing on the\nEffective Date and ending on the earlier of the third anniversary of such date\nor the Executive's 65th birthday (the \"Employment Period\"); provided, however,\nthat unless notice of termination of this Agreement shall have been given by\neither the Company or the Executive prior to such third anniversary of the\nEffective Date, the Employment Period shall be automatically renewed on such\nanniversary and on each succeeding anniversary of the Effective Date for\nsuccessive one year periods until any such notice of termination shall have been\ngiven; and provided further that in no event shall the Employment Period extend\nbeyond the Executive's 65th birthday.\n\n     (a) During the Employment Period, (i) the Executive's position (including\noffices, titles and reporting requirements), authority, duties and\nresponsibilities shall be at least commensurate in all material respects with\nthe most significant of those held at any time during the 120-day period\nimmediately preceding the Effective Date and (ii) the Executive's services shall\nbe performed \n\n                                       3\n\n \nat the location where the Executive was employed immediately\npreceding the Effective Date or at any office or location of the Company in the\nAtlanta, Georgia, metropolitan area.\n\n     (b) During the Employment Period (excluding any periods of vacation and\nsick leave to which the Executive is entitled), the Executive agrees to devote\nreasonable attention and time during normal business hours to the business and\naffairs of the Company and, to the extent necessary to discharge the\nresponsibilities assigned to the Executive hereunder, to use the Executive's\nreasonable best efforts to perform faithfully and efficiently such\nresponsibilities.  During the Employment Period it shall not be a violation of\nthis Agreement for the Executive to (A) serve on corporate, civic or charitable\nboards or committees, (B) deliver lectures, fulfill speaking engagements or\nteach at educational institutions and (C) manage personal investments, so long\nas such activities do not significantly interfere with the performance of the\nExecutive's responsibilities as an employee of the Company in accordance with\nthis Agreement.  It is expressly understood and agreed that to the extent that\nany such activities have been conducted by the Executive prior to the Effective\nDate, the continued conduct of such activities (or the conduct of activities\nsimilar in nature and scope thereto) subsequent to the Effective Date shall not\nthereafter be deemed to interfere with the performance of the Executive's\nresponsibilities to the Company.\n\n     (c)  During the Employment Period:\n\n          (i) Base Salary.  The Executive shall receive an annual base salary\n              -----------                                                    \n     (\"Annual Base Salary\"), which shall be paid no less frequently than\n     monthly, equal to the base salary paid to the Executive by the Company and\n     its Affiliated Companies at the rate in effect immediately prior to the\n     Effective Date.  During the Employment Period, the Annual Base Salary shall\n     be reviewed no more than 12 months after the last salary increase awarded\n     to the Executive prior to the Effective Date and thereafter at least\n     annually.  Any increase in Annual Base Salary shall not serve to limit or\n     reduce any other obligation to the Executive under this Agreement.\n     Executive's Annual Base Salary shall not be reduced during the Employment\n     Period, and the term Annual Base Salary as utilized in this Agreement shall\n     refer to Annual Base Salary as in effect at the time of any determination\n     made pursuant to this Agreement.\n\n          (ii) Annual Incentive Payment.  The Executive shall be awarded (for\n               ------------------------                                      \n     each fiscal year ending during the Employment Period), an annual incentive\n     payment bonus (the \"Annual Incentive\") in cash at least equal to the\n     average of the Executive's awards under the Company's Employee Value\n     Incentive Plan, or any comparable bonus under any predecessor or successor\n     plan, for each of the last two full fiscal years prior to the Effective\n     Date (annualized in the event that the Executive was not employed by the\n     Company for the whole of such fiscal year). Each such \n\n                                       4\n\n \n     Annual Incentive shall be paid no later than the end of the second month of\n     the fiscal year next following the fiscal year for which the Annual\n     Incentive is awarded, unless the Executive shall elect to defer the receipt\n     of such Annual Incentive in accordance with the terms of any applicable\n     deferred compensation plan.\n\n          (iii)  Incentive, Savings and Retirement Plans.  The Executive shall\n                 ---------------------------------------                      \n     be entitled to participate in all incentive, savings and retirement plans,\n     practices, policies and programs applicable generally to other peer\n     executives of the Company and its Affiliated Companies, but in no event\n     shall such plans, practices, policies and programs provide the Executive\n     with incentive opportunities (measured with respect to both regular and\n     special incentive opportunities, to the extent, if any, that such\n     distinction is applicable), savings opportunities and retirement benefit\n     opportunities, in each case, less favorable, in the aggregate, than the\n     most favorable of those provided by the Company and its Affiliated\n     Companies for the Executive under such plans, practices, policies and\n     programs as in effect at any time during the 120-day period immediately\n     preceding the Effective Date or, if more favorable to the Executive, those\n     provided generally at any time after the Effective Date to other peer\n     executives of the Company and its Affiliated Companies.\n\n          (iv) Welfare Benefit Plans.  The Executive and\/or the Executive's\n               ---------------------                                       \n     family, as the case may be, shall be eligible for participation in and\n     shall receive all benefits under welfare benefit plans, practices, policies\n     and programs provided by the Company and its Affiliated Companies\n     (including, without limitation, medical, prescription, dental, disability,\n     employee life, group life, accidental death and travel accident insurance\n     plans and programs) to the extent applicable generally to other peer\n     executives of the Company and its Affiliated Companies, but in no event\n     shall such plans, practices, policies and programs provide the Executive\n     with benefits which are less favorable, in the aggregate, than the most\n     favorable of such plans, practices, policies and programs in effect for the\n     Executive at any time during the 120-day period immediately preceding the\n     Effective Date or, if more favorable to the Executive, those provided\n     generally at any time after the Effective Date to other peer executives of\n     the Company and its Affiliated Companies.\n\n          (v) Expenses.  The Executive shall be entitled to receive prompt\n              --------                                                    \n     reimbursement for all reasonable expenses incurred by the Executive in\n     accordance with the most favorable policies, practices and procedures of\n     the Company and its Affiliated Companies in effect for the Executive at any\n     time during the 120-day period immediately preceding the Effective Date or,\n     if more favorable to the Executive, as in effect generally at any time\n     thereafter with respect to other peer executives of the Company and its\n     Affiliated Companies.\n\n                                       5\n\n \n          (vi) Fringe Benefits.  The Executive shall be entitled to fringe\n               ---------------                                            \n     benefits in accordance with the plans, practices, programs and policies of\n     the Company and its Affiliated Companies in effect for the Executive at any\n     time during the 120-day period immediately preceding the Effective Date or,\n     if more favorable to the Executive, as in effect generally at any time\n     thereafter with respect to other peer executives of the Company and its\n     Affiliated Companies.\n\n          (vii)  Vacation.  The Executive shall be entitled to paid vacation on\n                 --------                                                      \n     terms no less favorable than those provided for in the vacation  policies,\n     programs and practices of the Company and its Affiliated Companies in\n     effect for officers of the Company generally at any time during the 120-day\n     period immediately preceding the Effective Date or, if more favorable to\n     the Executive, as in effect generally at any time thereafter with respect\n     to other peer executives of the Company and its Affiliated Companies.\n\n     3.  The Executive's employment shall terminate under the following\ncircumstances:\n\n     (a) Upon the Executive's death during the Employment Period.\n\n     (b) If the Company determines in good faith that Disability of the\nExecutive has occurred during the Employment Period (pursuant to the definition\nof Disability set forth below), it may give to the Executive written notice in\naccordance with Section 13 of this Agreement of its intention to terminate the\nExecutive's employment.  In such event, the Executive's employment with the\nCompany shall terminate effective on the 30th day after receipt of such notice\nby the Executive (the \"Disability Effective Date\"), provided that, within the 30\ndays after such receipt, the Executive shall not have returned to full-time\nperformance of the Executive's duties.  For purposes of this Agreement,\n\"Disability\" shall mean the absence of the Executive from the Executive's duties\nwith the Company on a full-time basis for 180 consecutive business days as a\nresult of incapacity due to mental or physical illness which is determined to be\ntotal and permanent by a physician selected by the Company or its insurers and\nreasonably acceptable to the Executive or the Executive's legal representative.\n\n     (c) The Company may terminate the Executive's employment during the\nEmployment Period for Cause.  For purposes of this Agreement, \"Cause\" shall\nmean:\n\n          (i) the willful and continued failure of the Executive to perform\n     substantially the Executive's duties with the Company or one of its\n     Affiliated Companies (other than any such failure resulting from incapacity\n     due to physical or mental illness); provided, however, that if any such\n                                         --------  -------                  \n\n                                       6\n\n \n     Cause relates to the Executive's obligations under this Agreement or is\n     otherwise susceptible to cure, the Company shall not terminate the\n     Executive's employment hereunder unless the Company first gives the\n     Executive written notice of its intention to terminate and of the specific\n     grounds for such termination, and the Executive has not, within 20 business\n     days following receipt of the notice, cured such Cause, or in the event\n     such Cause is not susceptible to cure within such 20 business day period,\n     the Executive has not taken all reasonable steps within such 20 business\n     day period to cure such Cause as promptly as practicable thereafter; or\n\n          (ii) the willful engaging by the Executive in illegal conduct or gross\n     misconduct which is materially and demonstrably injurious to the Company;\n     or\n\n          (iii) the Executive's conviction of a felony involving dishonesty or\n     moral turpitude.\n\n     For purposes of this Section 3(c), no act or failure to act on the part of\nthe Executive shall be considered \"willful\" unless it is done, or omitted to be\ndone, by the Executive in bad faith or without reasonable belief that the\nExecutive's action or omission was in the best interests of the Company. Any\nact, or failure to act, based upon authority given pursuant to a resolution duly\nadopted by the Board or upon the instructions of the Chief Executive Officer or\na senior officer of the Company or based upon the advice of counsel for the\nCompany shall be conclusively presumed to be done, or omitted to be done, by the\nExecutive in good faith and in the best interests of the Company.  The cessation\nof employment of the Executive shall not be deemed to be for Cause unless and\nuntil there shall have been delivered to the Executive a copy of the resolution\nduly adopted by the affirmative vote of not less than three-quarters of the\nentire membership of the Board at a meeting of the Board called and held for\nsuch purpose (after reasonable notice is provided to the Executive and the\nExecutive is given an opportunity, together with counsel, to be heard before the\nBoard), finding that, in the good faith opinion of the Board, the Executive is\nguilty of the conduct described in subparagraphs (i) or (ii) above, and\nspecifying the particulars thereof in detail.\n\n     (d) The Executive's employment may be terminated by the Executive for Good\nReason. For purposes of this Agreement, \"Good Reason\" shall mean:\n\n          (i) the assignment to the Executive of any duties inconsistent in any\n     adverse respect with the Executive's position (including offices, titles\n     and reporting requirements), authority, duties or responsibilities as\n     contemplated by Section 2(a) of this Agreement, or any other action by the\n     Company which results in a diminution in such position, authority, duties\n     or responsibilities; or\n\n                                       7\n\n \n          (ii) any failure by the Company to comply with any of the provisions\n     of Section 2(c) of this Agreement; or\n\n          (iii) the Company's requiring the Executive to be based at any office\n     or location other than as provided in Section 2(a) hereof; or\n\n          (iv)  any purported termination by the Company of the Executive's\n     employment otherwise than as expressly permitted by this Agreement.\n\nexcluding, for purposes of clauses (i) to (iv) above, an isolated, insubstantial\nand inadvertent action not taken in bad faith which is remedied by the Company\npromptly after receipt of notice thereof given by the Executive.\n\n     (e) Notice of Termination.  Any termination by the Company for Cause, or by\n         ---------------------                                                  \nthe Executive for Good Reason, shall be communicated by Notice of Termination to\nthe other party hereto given in accordance with Section 13 of this Agreement.\nFor purposes of this Agreement, a \"Notice of Termination\" means a written notice\nwhich (i) indicates the specific termination provision in this Agreement relied\nupon, (ii) to the extent applicable, sets forth in reasonable detail the facts\nand circumstances claimed to provide a basis for termination of the Executive's\nemployment under the provision so indicated and (iii) if the Date of Termination\n(as defined below) is other than the date of receipt of such notice, specifies\nthe termination date (which date shall be not more than thirty days after the\ngiving of such notice).  The failure by the Executive or the Company to set\nforth in the Notice of Termination any fact or circumstance which contributes to\na showing of Good Reason or Cause shall not waive any right of the Executive or\nthe Company, respectively, hereunder, or preclude the Executive or the Company,\nrespectively, from asserting such fact or circumstance in enforcing the\nExecutive's or the Company's rights hereunder.\n\n     (f) Date of Termination.  \"Date of Termination\" means (i) if the\n         -------------------                                         \nExecutive's employment is terminated by the Company for Cause, or by the\nExecutive for Good Reason, the date of receipt during the Employment Period of\nthe Notice of Termination or any later date specified therein, as the case may\nbe, (ii) if the Executive's employment is terminated by the Company other than\nfor Cause or Disability, the Date of Termination shall be the date during the\nEmployment Period on which the Company notifies the Executive of such\ntermination, (iii) if the Executive's employment is terminated by reason of\ndeath or Disability, the Date of Termination shall be the date during the\nEmployment Period of the death of the Executive or the Disability Effective\nDate, as the case may be, and (iv) if the Executive resigns for reasons that do\nnot constitute Good Reason, the Date of Termination shall be the last day of the\nmonth during the Employment Period in which such resignation occurs.\n\n                                       8\n\n \n     4.  If, during the Employment Period, the Company shall terminate the\nExecutive's employment other than for Cause or Disability, or the Executive\nshall terminate employment for Good Reason, then:\n\n     (a) the Company shall pay to the Executive in a lump sum in cash within 30\ndays after the Date of Termination the aggregate of the following amounts:\n\n          (i)  the sum of (A) the Executive's Annual Base Salary through the \n     Date of Termination to the extent not theretofore paid, (B) the product of\n     (x) the Annual Incentive and (y) a fraction, the numerator of which is the\n     number of days in the current fiscal year through the Date of Termination,\n     and the denominator of which is 365, and (C) any compensation previously\n     deferred by the Executive (together with any accrued interest or earnings\n     thereon) and any accrued vacation pay, in each case to the extent not\n     theretofore paid (the sum of the amounts described in clauses (A), (B), and\n     (C) shall be hereinafter referred to as the \"Accrued Obligations\"); and\n\n          (ii) an amount equal to the product of (A) the lesser of (x) two or\n     (y) the number of years and fractions thereof (rounded up to the nearest\n     whole month) between the Date of Termination and the Executive's 65th\n     birthday, and (B) the sum of (x) the Executive's Annual Base Salary at the\n     rate in effect immediately prior to the Effective Date, and (y) the  Annual\n     Incentive.\n\n     (b) the Company shall pay to the Executive in a lump sum in cash within 60\ndays after the Date of Termination an amount equal to (A) the contributions the\nCompany would have made for the benefit of the Executive to the Company's\nSalaried Pension Plan and the Company's Salaried Pension Plan, assuming the\nExecutive continued as an employee of the Corporation for a period of two years\nbeginning on the Executive's Date of Termination (or until the Executive's 65th\nbirthday, if sooner), and during such period contributed six percent of his\nAnnual Base Salary (as in effect immediately prior to the Date of Termination)\nto the Salaried 401(k), and (B) the total of the interest payable on each such\ncontribution from the date such contribution would have been made to the end of\nsuch period, calculated at the interest crediting rate in effect on the Date of\nTermination under the Salaried Pension Plan Plan;\n\n     (c) for two years after the Executive's Date of Termination (or until the\nExecutive's 65th birthday, if sooner), or for any longer period as may be\nrequired by the terms of the appropriate plan, program, practice or policy, the\nCompany shall provide benefits to the Executive and\/or the Executive's family at\nleast equal to those which would have been provided to them in accordance with\nthe plans, programs, practices and policies described in Section 2(c)(iv) of\nthis Agreement if the Executive's employment had not been terminated or, if more\n\n                                       9\n\n \nfavorable to the Executive, as in effect generally at any time thereafter with\nrespect to other peer executives of the Company and its Affiliated Companies and\ntheir families, at no additional cost to the Executive other than the cost of\nsuch benefits to the Executive as in effect immediately prior to the Date of\nTermination; provided, however, that if the Executive becomes reemployed with\nanother employer and is eligible to receive medical or other welfare benefits\nunder another employer-provided plan, the medical and other welfare benefits\ndescribed herein shall be secondary to those provided under such other plan\nduring such applicable period of eligibility;\n\n     (d) the Company shall, at its sole expense as incurred, provide the\nExecutive with up to $25,000 of outplacement services, the scope and provider of\nwhich shall be selected by the Executive in his sole discretion;\n\n     (e) the Executive shall receive two years of age and service credit for all\npurposes under his or her Officer Retirement Agreement commencing on Date of\nTermination (or age and service credit from the Date of Termination until the\nExecutive's 65th birthday if such birthday occurs within two years of Date of\nTermination), and such agreement shall remain in effect for all purposes;\nprovided, however, that the non-competition clause in such agreement shall be\nwaived for all purposes;\n\n     (f) all awards made or granted under any of the Company's stock-based\ncompensation plans shall be exercisable or payable in accordance with the terms\nof such plans; and\n\n     (g) to the extent not theretofore paid or provided, the Company shall\ntimely pay or provide to the Executive any other amounts or benefits required to\nbe paid or provided or which the Executive is eligible to receive under any\nplan, program, policy or practice or contract or agreement of the Company or its\nAffiliated Companies (such other amounts and benefits shall be hereinafter\nreferred to as the \"Other Benefits\").\n\n     5.  If the Executive's employment is terminated by reason of the\nExecutive's death during the Employment Period, this Agreement shall terminate\nwithout further obligations to the Executive's legal representatives under this\nAgreement, other than for the payment of Accrued Obligations and the timely\npayment or provision of Other Benefits.  Accrued Obligations shall be paid to\nthe Executive's estate or beneficiary, as applicable, in a lump sum in cash\nwithin 30 days of the Date of Termination.  With respect to the provision of\nOther Benefits (as defined in Section 4 (g)), such term as utilized in this\nSection 5 shall include, without limitation, and the Executive's estate and\/or\nbeneficiaries shall be entitled to receive, benefits at least equal to the most\nfavorable benefits provided by the Company and Affiliated Companies to the\nestates and beneficiary of peer executives of the Company and such Affiliated\nCompanies under such plans, programs, practices and policies relating to death\nbenefits, if any, as in effect\n\n                                       10\n\n \nwith respect to other peer executives and their beneficiaries at any time during\nthe 120-day period immediately preceding the Effective Date or, if more\nfavorable to the Executive's estate and\/or the Executive's beneficiaries, as in\neffect on the date of the Executive's death with respect to other peer\nexecutives of the Company and its Affiliated Companies and their beneficiaries.\n\n     6. If the Executive's employment is terminated by reason of the Executive's\nDisability during the Employment Period, this Agreement shall terminate without\nfurther obligations to the Executive, other than for payment of Accrued\nObligations and the timely payment or provision of Other Benefits.  Accrued\nObligations shall be paid to the Executive in a lump sum in cash within 30 days\nof the Date of Termination.  With respect to the provision of Other Benefits (as\ndefined in Section 4 (g), such term as utilized in this Section 6 shall include,\nand the Executive shall be entitled after the Disability Effective Date to\nreceive, disability and other benefits at least equal to the most favorable of\nthose generally provided by the Company and its affiliated accompanies to\ndisabled executives and\/or their families in accordance with such plans,\nprograms, practices and policies relating to disability, if any, as in effect\ngenerally with respect to other peer executives and their families at any time\nduring the 120-day period immediately preceding the Effective Date or, if more\nfavorable to the Executive and\/or the Executive's family, as in effect at any\ntime thereafter generally with respect to other peer executives of the Company\nand its Affiliated Companies and their families.\n\n     7. If the Executive's employment shall be terminated for Cause during the\nEmployment Period, or if the Executive voluntarily terminates employment for\nreasons that do not constitute Good Reason during the Employment Period, this\nAgreement shall terminate without further obligations to the Executive, other\nthan for payment to the Executive (a) his Annual Base Salary through the Date of\nTermination, (b) the amount of any compensation previously deferred by the\nExecutive, and (c) Other Benefits, in each case to the extent theretofore\nunpaid.\n\n     8. Nothing in this Agreement shall prevent or limit the Executive's\ncontinuing or future participation in any plan, program, policy or practice\nprovided by the Company or any of its Affiliated Companies and for which the\nExecutive may qualify, nor, subject to Section 13 (f), shall anything herein\nlimit or otherwise affect such rights as the Executive may have under any\ncontract or agreement with the Company or any of its Affiliated Companies.\nAmounts which are vested benefits or which the Executive is otherwise entitled\nto receive under any plan, policy, practice or program of or any contract or\nagreement with the Company or any of its Affiliated Companies at or subsequent\nto the Date of Termination shall be payable in accordance with such plan,\npolicy, practice or program or contract or agreement except as explicitly\nmodified by this Agreement; provided, however, that payments under this\nAgreement shall be in lieu of any payments to which Executive may be entitled\nunder any Company severance plan for salaried employees.\n\n                                       11\n\n \n     9. The Company's obligation to make the payments provided for in this\nAgreement and otherwise to perform its obligations hereunder shall not be\naffected by any set-off, counterclaim, recoupment, defense or other claim, right\nor action which the Company may have against the Executive or others.  In no\nevent shall the Executive be obligated to seek other employment or take any\nother action by way of mitigation of the amounts payable to the Executive under\nany of the provisions of this Agreement and such amounts shall not be reduced\nwhether or not the Executive obtains other employment.  The Company agrees to\npay as incurred, to the full extent permitted by law, all legal fees and\nexpenses which the Executive may reasonably incur as a result of any contest\n(regardless of the outcome thereof) by the Company, the Executive or others of\nthe validity or enforceability of, or liability under, any provision of this\nAgreement or any guarantee of performance thereof (including as a result of any\ncontest by the Executive about the amount of any payment pursuant to this\nAgreement), plus in each case interest on any delayed payment at the applicable\nFederal rate provided for in Section 7872(f) (2) (A) of the Internal Revenue\nCode of 1986, as amended (the \"Code\"). except that the Executive shall pay his\nown legal fees and expenses if any arbitrator or relevant trier-of-fact\ndetermines that the Executive's claim or position was frivolous and without\nreasonable foundation.\n\n     10. (a) Anything in this Agreement to the contrary notwithstanding,  in\nthe event it shall be determined that any payment or distribution by the Company\nor its Affiliated Companies to or for the benefit of the Executive (whether paid\nor payable or distributed or distributable pursuant to the terms of this\nAgreement or otherwise, but not including any additional payments required under\nthis Section 10) (a \"Payment\") would be subject to the excise tax imposed by\nSection 4999 of the Code, or any interest or penalties are incurred by the\nExecutive with respect to such excise tax (such excise tax, together with any\nsuch interest and penalties, are hereinafter collectively referred to as the\n\"Excise Tax\"), then the Executive shall be entitled to receive from the Company\nan additional payment (a \"Gross-Up Payment\") in an amount that allows Executive\nto retain that part of the Gross-Up Payment equal to the Excise Tax imposed upon\nthe Payments after deducting from the Gross-up Payment all taxes (including,\nwithout limitation, the Excise Tax on the payments, the Excise Tax on the Gross-\nUp Payment, any income taxes and all interest and penalties imposed with respect\nto any of such taxes).   Notwithstanding the foregoing provisions of this\nSection 10(a), if it shall be determined that the Executive is entitled to a\nGross-Up Payment, but that the Payments do not exceed 110% of the greatest\namount (the \"Reduced Amount\") that could be paid to the Executive such that the\nreceipt of Payments would not give rise to any Excise Tax, then no Gross-Up\nPayment shall be made to the Executive and the Payments, in the aggregate, shall\nbe reduced to the Reduced Amount.\n\n     (b) Subject to the provisions of Section 10(c), all determinations required\nto be made under this Section 10, including whether and when a Gross-\n\n                                       12\n\n \nUp Payment is required and the amount of such Gross-Up Payment and the\nassumptions to be utilized in arriving at such determination, shall be made by\nPrice Waterhouse Coopers (the \"Accounting Firm\"), which shall provide detailed\nsupporting calculations both to the Company and the Executive within 15 business\ndays of the receipt of notice from the Executive that there has been a Payment,\nor such earlier time as is requested by the Company. In the event that the\nAccounting Firm is serving as accountant or auditor for the individual, entity\nor group effecting the Change of Control, the Executive shall appoint another\nnationally recognized accounting firm to make the determinations required\nhereunder (which accounting firm shall then be referred to as the Accounting\nFirm hereunder). All fees and expenses of the Accounting Firm shall be borne\nsolely by the Company. Any Gross-Up Payment, as determined pursuant to this\nSection 10, shall be paid by the Company to the Executive within five days of\nthe receipt of the Accounting Firm's determination. Any determination by the\nAccounting Firm shall be binding upon the Company and the Executive. As a result\nof the uncertainty in the application of Section 4999 of the Code at the time of\nthe initial determination by the Accounting Firm hereunder, it is possible that\nGross-Up Payments which should have been made (\"Underpayment\"), consistent with\nthe calculations required to be made hereunder will not have been made by the\nCompany. In the event that the Company exhausts its remedies pursuant to Section\n10(c), and the Executive thereafter is required to make a payment of any Excise\nTax, the Accounting Firm shall determine the amount of the Underpayment that has\noccurred and any such Underpayment shall be promptly paid by the Company to or\nfor the benefit of the Executive.\n\n     (c) The Executive shall notify the Company in writing of any claim by the\nInternal Revenue Service that, if successful, would require the payment by the\nCompany of the Gross-Up Payment. Such notification shall be given as soon as\npracticable but no later than ten business days after the Executive is informed\nin writing of such claim and shall apprise the Company of the nature of such\nclaim and the date on which such claim is requested to be paid. The Executive\nshall not pay such claim prior to the expiration of the 30-day period following\nthe date on which it gives such notice to the Company (or such shorter period\nending on the date that any payment of taxes with respect to such claim is due).\nIf the Company notifies the Executive in writing prior to the expiration of such\nperiod that it desires to contest such claim, the Executive shall:\n\n          (i)  give the Company any information reasonably requested by the\n     Company relating to such claim;\n\n          (ii) take such action in connection with contesting such claim as the\n     Company shall reasonably request in writing from time to time, including,\n     without limitation, accepting legal representation with respect to such\n     claim by an attorney reasonably selected by the Company;\n\n                                       13\n\n \n          (iii) cooperate with the Company in good faith in order effectively\n     to contest such claim; and\n\n          (iv)  permit the Company to participate in any proceedings relating to\n     such claim;\n\nprovided, however, that the Company shall bear and pay directly all costs and\nexpenses (including additional interest and penalties) incurred in connection\nwith such contest and shall indemnify and hold the Executive harmless, on an\nafter-tax basis, for any Excise Tax or income tax (including interest and\npenalties with respect thereto) imposed as a result of such representation and\npayment of costs and expenses.  Without limitation on the foregoing provisions\nof this Section 9(c), the Company shall control all proceedings taken in\nconnection with such contest and, at its sole option, may pursue or forgo any\nand all administrative appeals, proceedings, hearings and conferences with the\ntaxing authority in respect of such claim and may, at its sole option, either\ndirect the Executive to pay the tax claimed and sue for a refund or contest the\nclaim in any permissible manner, and the Executive agrees to prosecute such\ncontest to a determination before any administrative tribunal, in a court of\ninitial jurisdiction and in one or more appellate courts, as the Company shall\ndetermine; provided, however, that if the Company directs the Executive to pay\nsuch claim and sue for a refund, the Company shall advance the amount of such\npayment to the Executive, on an interest-free basis and shall indemnify and hold\nthe Executive harmless, on an after-tax basis, from any Excise Tax or income tax\n(including interest or penalties with respect thereto) imposed with respect to\nsuch advance or with respect to any imputed income with respect to such advance;\nand further provided that any extension of the statute of limitations relating\nto payment of taxes for the taxable year of the Executive with respect to which\nsuch contested amount is claimed to be due is limited solely to such contested\namount.  Furthermore, the Company's control of the contest shall be limited to\nissues with respect to which a Gross-Up Payment would be payable hereunder and\nthe Executive shall be entitled to settle or contest, as the case may be, any\nother issue raised by the Internal Revenue Service or any other taxing\nauthority.\n\n     (d) If, after the receipt by the Executive of an amount advanced by the\nCompany pursuant to Section 10(c), the Executive becomes entitled to receive any\nrefund with respect to such claim, the Executive shall (subject to the Company's\ncomplying with the requirements of Section 10(c)) promptly pay to the Company\nthe amount of such refund (together with any interest paid or credited thereon\nafter taxes applicable thereto).  If, after the receipt by the Executive of an\namount advanced by the Company pursuant to Section 10(c), a determination is\nmade that the Executive shall not be entitled to any refund with respect to such\nclaim and the Company does not notify the Executive in writing of its intent to\ncontest such denial of refund prior to the expiration of 30 days after such\ndetermination, then such advance shall be forgiven and shall not be \n\n                                       14\n\n \nrequired to be repaid and the amount of such advance shall offset, to the extent\nthereof, the amount of Gross-Up Payment required to be paid.\n\n     11. Confidential Information.\n         ------------------------ \n\n     (a) The Executive shall hold in a fiduciary capacity for the benefit of the\nCompany all secret or confidential information, knowledge or data relating to\nthe Company or any of its Affiliated Companies, and their respective businesses,\nwhich shall have been obtained by the Executive during the Executive's\nemployment by the Company or any of its Affiliated Companies and which shall not\nbe or become public knowledge (other than by acts by the Executive or\nrepresentatives of the Executive in violation of this Agreement).  After\ntermination of the Executive's employment with the Company, the Executive shall\nnot, without the prior written consent of the Company or as may otherwise be\nrequired by law or legal process, communicate or divulge any such information,\nknowledge or data to anyone other than the Company and those designated by it.\nIn no event shall an asserted violation of the provisions of this Section 11\nconstitute a basis for deferring or withholding any amounts otherwise payable to\nthe Executive under this Agreement.\n\n     (b) Without intending to limit the remedies available to the Company, the\nExecutive acknowledges that a breach of any of the covenants contained in this\nSection 11 may result in material and irreparable injury to the Company and the\nAffiliated Companies for which there is no adequate remedy at law, that it will\nnot be possible to measure damages for such injuries precisely and that, in the\nevent of such a breach or threat thereof, the Company shall be entitled to seek\na temporary restraining order and\/or a preliminary or permanent injunction\nrestraining the Executive from engaging in activities prohibited by this Section\n11 or such other relief as may be required specifically to enforce the\ncovenants.\n\n     12. Successors.\n         ---------- \n\n     (a) This Agreement is personal to the Executive and without the prior\nwritten consent of the Company shall not be assignable by the Executive\notherwise than by will or the laws of descent and distribution.  This Agreement\nshall inure to the benefit of and be enforceable by the Executive's legal\nrepresentatives.\n\n     (b) This Agreement shall inure to the benefit of and be binding upon the\nCompany and its successors and assigns.\n\n     (c) The Company will require any successor (whether direct or indirect, by\npurchase, merger, consolidation or otherwise) to all or substantially all of the\nbusiness and\/or assets of the Company to assume expressly and agree to perform\nthis Agreement in the same manner and to the same extent that the Company would\nbe required to perform it if no such succession had taken place.  \n\n                                       15\n\n \nAs used in this Agreement, \"Company\" shall mean the Company as hereinbefore\ndefined and any successor to its business and\/or assets as aforesaid which\nassumes and agrees to perform this Agreement by operation of law, or otherwise.\n\n     13. Miscellaneous.\n         ------------- \n\n     (a) This Agreement shall be governed by and construed in accordance with\nthe laws of the State of Georgia, without reference to principles of conflict of\nlaws. The captions of this Agreement are not part of the provisions hereof and\nshall have no force or effect.  This Agreement may not be amended or modified\notherwise than by a written agreement executed by the parties hereto or their\nrespective successors and legal representatives.\n\n     (b) All notices and other communications hereunder shall be in writing and\nshall be given by hand delivery to the other party or by registered or certified\nmail, return receipt requested, postage prepaid, addressed as follows:\n\n          If to the Executive:    [FirstName]\n          -------------------     [Address1]                    \n                                  [City] [PostalCode]\n\n                                       16\n\n \n          If to the Company:    Georgia-Pacific Corporation\n          -----------------     133 Peachtree Street, N.E.  \n                                Atlanta, GA   30303        \n                                Attention:  General Counsel \n                                \nor to such other address as either party shall have furnished to the other in\nwriting in accordance herewith.  Notice and communications shall be effective\nwhen actually received by the addressee.\n\n     (c) If the final determination of a court or arbitral panel of competent\njurisdiction declares, after the expiration of the time within which judicial or\narbitral review (if permitted) of such determination may be perfected, that any\nterm or provision of this Agreement is invalid or unenforceable, (i) the\nremaining terms and provisions of this Agreement shall be unimpaired and (ii)\nthe invalid or unenforceable term or provision shall be deemed replaced by a\nterm or provision that is valid and enforceable and that comes closest to\nexpressing the intention of the invalid or unenforceable term or provision.\n\n     (d) The Company may withhold from any amounts payable under this Agreement\nsuch Federal, state, local or foreign taxes as shall be required to be withheld\npursuant to any applicable law or regulation.\n\n     (e) The Executive's or the Company's failure to insist upon strict\ncompliance with any provision of this Agreement or the failure to assert any\nright the Executive or the Company may have hereunder, including, without\nlimitation, the right of the Executive to terminate employment for Good Reason\npursuant to Section 3(d)(i)-(iv) of this Agreement, shall not be deemed to be a\nwaiver of such provision or right or any other provision or right of this\nAgreement.\n\n     (f) The Executive and the Company acknowledge that, except as may otherwise\nbe provided under any other written agreement between the Executive and the\nCompany, prior to the Effective Date the employment of the Executive by the\nCompany is \"at will\" and, subject to Section 1(a), the Executive's employment\nand\/or this Agreement may be terminated prior to the Effective Date by either\nthe Executive, or by vote of the Board of Directors of the Company, in which\ncase the Executive shall have no further rights under this Agreement; provided,\nthat this Agreement may not be terminated by the Company if it is reasonably\ndemonstrated by the Executive that such termination (i) was at the request of a\nthird party who has taken steps reasonably calculated to effect a Change of\nControl or (ii) otherwise arose in connection with or anticipation of a Change\nof Control.  From and after the Effective Date, this Agreement shall supersede\nany other agreement between the parties with respect to the subject matter\nhereof.\n\n          IN WITNESS WHEREOF, the Executive has hereunto set the Executive's\nhand and, pursuant to the authorization of its Board of Directors, the Company\n\n                                       17\n\n \nhas caused these presents to be executed in its name on its behalf, all as of\nthe day and year first above written.\n\n\n\n                                         -------------------------------\n                                                 [LastName]\n\n\n                                         GEORGIA-PACIFIC CORPORATION\n\n\n                                         By                             \n                                            ----------------------------\n                                               A. D. Correll\n                                               Chairman, Chief Executive Officer\n                                                 and President\n\n                                       18\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":[9539,9544],"class_list":["post-38615","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__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38615","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=38615"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38615"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38615"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38615"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}