{"id":38800,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/economic-value-incentive-plan-georgia-pacific-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"economic-value-incentive-plan-georgia-pacific-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/economic-value-incentive-plan-georgia-pacific-corp.html","title":{"rendered":"Economic Value Incentive Plan &#8211; Georgia-Pacific Corp."},"content":{"rendered":"<pre>                          GEORGIA-PACIFIC CORPORATION\n                         ECONOMIC VALUE INCENTIVE PLAN\n(As Amended and Restated by Action of the Compensation Committee on January 29,\n                                     2001)\n\n\n     By action of its Board of Directors on February 1, 1995, Georgia-Pacific\nCorporation adopted the Georgia-Pacific Corporation 1995 Economic Value\nIncentive Plan (\"EVIP\") for its senior management and staff effective for\ncalendar year 1995 and subsequent Covered Years. By action of the Compensation\nCommittee on January 28, 1999, the EVIP was amended and restated as the \n\"Georgia-Pacific Corporation Economic Value Incentive Plan\", effective for\ncalendar year 1999 and subsequent Covered Years. By action of the Compensation\nCommittee on January 21, 2000, the EVIP was amended and restated effective for\nthe 2000 Covered Year. By action of the Compensation Committee on January 29,\n2001, the EVIP was amended and restated effective for the 2001 and subsequent\nCovered Years to read as follows:\n\nI.   DEFINITIONS\n\n     For purposes of the EVIP, the following terms or phrases shall have the\nindicated meanings:\n\n     1.   \"Affected Officer\" means any officer of Georgia-Pacific Corporation as\nof January 1 of a given Covered Year (other than the CEO) who participates in\nthe EVIP for that Covered Year and who in the judgment of the Committee may\nreceive total compensation for that Covered Year in excess of the limit on tax\ndeductible compensation specified in Section 162(m) of the Internal Revenue Code\nof 1986 or any statute which is the successor or replacement of Section 162(m),\nas the same may be amended from time to time (and any regulations promulgated\nthereunder). The Committee shall determine which officer Participants in this\nPlan will be considered Affected Officers in a given Covered Year prior to March\n31 of that Covered Year.\n\n     2.   \"Base Salary\" means (a) with respect to a Participant in the\ntraditional Salary Grade pay structure, such Participant's base annual salary in\neffect on January 1 of a given \n\n\n \nCovered Year, or (b) with respect to a Participant in the broad level Salary\nGrade pay structure, such Participant's base annual salary in effect at the\ncommon review date applicable to such Participant for a given Covered Year;\nprovided that the determination of \"Base Salary\" shall take into account base\nsalary increases retroactively effective to January 1 or the common review date,\nas applicable, as approved (in accordance with normal corporate procedures) by\nmanagement, and provided further that, for Employees who become Participants for\na Covered Year after January 1 or the common review date, as applicable, \"Base\nSalary\" shall mean such Participant's base annual salary in effect on the date\nhis\/her participation commences.\n\n     3.   \"Board\" means the Board of Directors of the Corporation.\n\n     4.   \"Business Unit\" means any operating group, business segment, division\nor corporate staff department of the Corporation (including, without limitation,\nthe G-P Group) for which Relative EVA or EVA performance standards are set for a\ngiven Covered Year.\n\n     5.   \"CEO\" means the Chairman and Chief Executive Officer of Georgia-\nPacific Corporation or, if one person does not hold both of these offices, the\nChief Executive Officer of Georgia-Pacific Corporation.\n\n     6.   \"Committee\" means the Compensation Committee of the Board, as\nconstituted from time to time, or such subcommittee of that body as the\nCompensation Committee shall specify to act for the Compensation Committee with\nrespect to this Plan, provided however that any such subcommittee shall consist\nentirely of (but not less than two) \"outside directors\" as that term is defined\npursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended from\ntime to time, or any statute which is a successor or replacement for such\nstatute (and applicable regulations promulgated thereunder).\n\n     7.   \"Compensation\" means (a) with respect to a Participant in the\ntraditional Salary Grade pay structure, midpoint of the Salary Grade of such\nParticipant for a given Covered Year determined as of January 1 of that Covered\nYear by the Plan Administrator, or (b) with respect to a Participant in the\nbroad level Salary Grade pay structure, such Participant's annual base salary\nfor a given Covered Year determined as of the common review date for such\nParticipant \n\n                                      -2-\n\n \nfor that Covered Year, provided that the determination of \"Compensation\" shall\ntake into account any increases retroactively effective to January 1 or the\ncommon review date, as applicable, as approved (in accordance with normal\ncorporate procedures) by management.\n\n     8.   \"Corporation\" means Georgia-Pacific Corporation and its subsidiaries.\n\n     9.   \"Covered Year\" means any calendar year beginning on or after January\n1, 2001.\n\n     10.  \"Discretionary Bonus\" means that portion of a Participant's award\nunder this Plan for a given Covered Year which is determined in accordance with\nthe provisions of subsection 2 of Section III.\n\n     11.  \"Discretionary Bonus Limit\" means, for a given Covered Year, (i) for\nParticipants other than the CEO, the least of (A) the amount of the maximum\ntotal Quantitative Bonus and Discretionary Bonus the Participant could receive\nif Target Relative EVA for the G-P Group was achieved in that Covered Year (as\ndetermined by the Committee pursuant to paragraph 1(a)(ii) of Section III), (B)\n100% of the Participant's Base Salary for that Covered Year, reduced by any\nQuantitative Bonus that may be payable for that Covered Year or (C) the amount\nof the maximum total Quantitative Bonus and Discretionary Bonus the Participant\ncould receive if Maximum Relative EVA for the G-P Group was achieved in that\nCovered Year (as determined by the Committee pursuant to paragraph 1(a)(ii) of\nSection III), reduced by any Quantitative Bonus that may be payable for that\nCovered Year, and (ii) for the CEO, the lesser of (A) an amount equal to twice\nthe Quantitative Bonus to which he would be entitled for that Covered Year, or\n(B) 200% of the CEO's Base Salary for that Covered Year, reduced by any\nQuantitative Bonus that may be payable for that Covered Year.\n\n     12.  \"EVA\" means \"economic value added\" for a given Covered Year, which is\ndefined, in the case of a given Business Unit, as \"net operating profit after\ntax\" for that Business Unit for that Covered Year minus a capital charge\ndetermined by multiplying its weighted average cost of debt and equity capital\nfor that Covered Year by that Business Unit's \"average invested capital\" for\nthat Covered Year. For purposes of determining Relative EVA performance of the\nG-P Group, EVA for a given Peer Group Company will be \"Indexed EVA\"\n\n                                      -3-\n\n \ndetermined by subtracting that Peer Group Company's weighted average cost of\ndebt and equity capital from its \"return on average invested capital\" and\nmultiplying the difference by the G-P Group's \"average invested capital\". For\npurposes of this definition: (i) \"net operating profit after tax\" for a given\nentity for a given Covered Year is its reported net earnings for that Covered\nYear adjusted by (A) adding its net interest expense for that Covered Year, (B)\nadding its goodwill amortization for that Covered Year, (C) eliminating the\neffect of changes in its LIFO inventory reserve for that Covered Year, (D)\neliminating the effects of Special Items during that Covered Year (such as non-\nrecurring gains or losses, disposals of assets, restructuring charges and\nsimilar items), and (E) adjusting taxes for that Covered Year to reflect actual\ncash taxes paid and eliminating the tax benefit of interest expense; (ii)\n\"average invested capital\" for a given entity for a given Covered Year is the\naverage of the sum of its short-tem debt, long-term debt and adjusted book value\nof equity at the beginning of that Covered Year and at the end of that Covered\nYear; and (iii) \"return on average invested capital\" for a given entity for a\ngiven Covered Year is its \"net operating profit after tax\" divided by its\n\"average invested capital\" for that Covered Year. All determinations made under\nthis subsection 12 shall be based (a) with respect to the Corporation, on its\nunaudited financial results for the Covered Year, and (b) with respect to each\nPeer Group Company, on its unaudited financial results as reported on its Forms\n10Q for the first three quarters of the Covered Year plus its unaudited\nfinancial results for the fourth quarter of the Covered Year determined from\nfinancial data provided in its earnings releases in January of the immediately\nfollowing calendar year using the same assumptions, policies and procedures used\nby the Corporation to determine fourth quarter financial results for each Peer\nGroup Company in 2000 for purposes of calculating the 2000 awards under this\nPlan.\n\n     13.  \"Employee\" means any exempt full-time, salaried employee of the\nCorporation.\n\n     14.  \"G-P Group\" means the Business Unit known as the \"Georgia-Pacific\nGroup\", viz. that portion of the business and operations of the Corporation\nwhich is reflected by the \n\n                                      -4-\n\n \nclass of the Corporation's common stock known as Georgia-Pacific Corporation-\nGeorgia-Pacific Group Common Stock.\n\n     15.  \"Maximum Relative EVA\" means the Relative EVA performance level of the\nG-P Group at which the percentage of Compensation paid as a Quantitative Bonus\nreaches its maximum, as determined by the Committee pursuant to subsection 1 of\nSection III.\n\n     16.  \"Participant\" means an Employee of the Corporation who, for a given\nCovered Year, meets the eligibility standards of Section II.\n\n     17.  \"Peer Group Companies\" means, for a given Covered Year, the companies\ndesignated by the Compensation Committee for that Covered Year which shall be\ncompanies listed in the Standard &amp; Poors Paper and Forest Products Industry\nIndex or the Standard &amp; Poors Household Products (nondurables) Index which are\ndetermined by the Compensation Committee, in its sole discretion, to be peers of\nthe Corporation for that Covered Year; provided, however that if a Peer Group\nCompany is not in existence as an independent entity generating the types of\npublic information needed for EVA calculations under this EVIP both at the\nbeginning and the end of that Covered Year, that company shall be disregarded\nfor purposes of making awards under this Plan for that Covered Year,\nnotwithstanding its inclusion in the group of Peer Group Companies otherwise\napplicable to such calculations.\n\n     18.  \"Plan\" or \"EVIP\" means the Georgia-Pacific Corporation Economic Value\nIncentive Plan as set forth in this document, as amended from time to time.\n\n     19.  \"Plan Administrator\" means the person or entity having administrative\nauthority under this EVIP, as specified in Section IV.\n\n     20.  \"Quantitative Bonus\" means that portion of a Participant's award under\nthis Plan for a given Covered Year which is determined in accordance with the\nprovisions of subsection 1 of Section III.\n\n     21.  \"Quantitative Bonus Limit\" means, for a given Covered Year, (i) for\nany Participant other than the CEO, the lesser of (A) 200% of the amount which\nis the product of (x) the maximum total Quantitative Bonus and Discretionary\nBonus that the Participant could \n\n                                      -5-\n\n \nreceive if Target Relative EVA for the G-P Group was achieved in that Covered\nYear (as determined by the Committee under paragraph 1(a)(ii) of Section III)\nand (y) the weighting assigned by the Committee (under paragraph 1(a)(v) of\nSection III) to the Quantitative Bonus opportunity for that Covered Year or (B)\n100% of the Participant's Base Salary for that Covered Year; and (ii) for the\nCEO, the lesser of (A) an amount equal to the amount described in (i)(A) above\ncalculated for the CEO or (B) 200% of the CEO's Base Salary for that Covered\nYear.\n\n     22.  \"Relative EVA\" means, for a given Covered Year, the percentile ranking\nof the G-P Group's EVA performance for that Covered Year as compared to the\n\"Indexed EVA\" performance (determined pursuant to subsection 12 of this Section\nI) of the Peer Group Companies for that year.\n\n     23.  \"Salary Grade\" means the traditional or broad level salary grade of a\nParticipant as established from time to time by the Compensation Department of\nthe Corporation in accordance with the Corporation's generally applicable\npolicies.\n\n     24.  \"Target Relative EVA\" means the Relative EVA performance level of the\nG-P Group as determined by the Committee pursuant to subsection 1 of Section\nIII.\n\n     25.  \"Threshold Relative EVA\" means the minimum Relative EVA of the G-P\nGroup for which a Quantitative Bonus will be paid, as determined by the\nCommittee pursuant to subsection 1 of Section III.\n \nII.  ELIGIBILITY\n\n     1.    Participation Criteria.  An Employee will be eligible to participate\n           ----------------------                                              \nin the EVIP for a given Covered Year if he\/she is, on January 1 of that Covered\nYear, an officer of Georgia-Pacific Corporation (or becomes an officer during\nthat Covered Year) or, if a non-officer, has been designated by the CEO or the\nCommittee as a Participant at the beginning of that year or has been added as a\nParticipant in the EVIP by act of the CEO.\n\n                                      -6-\n\n \n     2.   Special Rules.  Notwithstanding anything in subsection 1 of this\n          -------------                                                   \nSection II to the contrary:\n\n     (a)  A Participant who terminates employment with the Corporation during a\n          given Covered Year may receive a prorated award or no award pursuant\n          to subsection 4 of Section III.\n\n     (b)  The CEO shall have authority, in his discretion, to add or delete\n          Employees from the Participant group, provided that no person may be\n          added as a Participant during the fourth calendar quarter of a Covered\n          Year, and provided further that the bonus for an Employee who is added\n          as a Participant for a given Covered Year will be prorated based on\n          the number of complete calendar months he\/she was a Participant for\n          that Covered Year.  In each case in which the CEO adds a Participant,\n          he shall designate the effective date of his\/her participation and\n          his\/her Business Unit.\n\n     (c)  Participants in other incentive compensation programs (excluding any\n          stock option plan) maintained by the Corporation are not eligible to\n          participate in the EVIP.\n\nIII. AWARDS\n\n     Bonuses under the EVIP are composed of two different types of awards, viz.,\nthe non-discretionary annual bonus award (\"Quantitative Bonus\") and the\ndiscretionary long-term bonus award (\"Discretionary Bonus\"):\n\n     1.   Award of Quantitative Bonuses.  Quantitative Bonuses for each\n          -----------------------------                                \nParticipant under this EVIP for a given Covered Year will be an amount\ndetermined pursuant to standards adopted by the Committee prior to March 31 of\nthat Covered Year as follows:\n\n     (a)  The Committee will determine, in its discretion:\n\n          (i)  The identity of any Affected Officers for the Covered Year in\n               question;\n\n                                      -7-\n\n \n          (ii)   The Threshold Relative EVA, Target Relative EVA and Maximum\n                 Relative EVA levels for that Covered Year for the G-P Group;\n\n          (iii)  The identity of the Peer Group Companies for the Covered Year\n                 in question;\n\n          (iv)   The total Quantitative Bonus and Discretionary Bonus\n                 permissible under this Plan (expressed as a percentage of\n                 Compensation) for each Salary Grade at each of the Relative EVA\n                 levels described in subparagraph (ii) above (and at such other\n                 Relative EVA levels as the Committee, in its discretion, may\n                 decide to specify);\n\n          (v)    The percentage of the total bonus opportunity for that Covered\n                 Year which will comprise the Quantitative Bonus.\n\n     (c)  The amount of Quantitative Bonus (expressed as a percentage of\n          Compensation) for any Relative EVA level between a given level and the\n          next preceding or following level shall be determined by interpolation\n          between those two levels. If the achieved Relative EVA level for the\n          G-P Group for a given Covered Year is less than the Threshold Relative\n          EVA set for the G-P Group for that year, no Quantitative Bonuses with\n          respect to the performance of the G-P Group for that year shall be\n          paid. If the achieved Relative EVA level for the G-P Group for a given\n          Covered Year exceeds the Maximum Relative EVA set for the G-P Group\n          for that year, the percentage of Compensation corresponding to the\n          Maximum Relative EVA for the G-P Group for that year shall be used to\n          determine the amount of the Quantitative Bonus.\n\n     (d)  The Quantitative Bonus of any Participant in a given Covered Year\n          shall be calculated as follows:\n\n          (i)    After the close of that Covered Year and before the payment\n                 date specified in subsection 3 of this Section III, the\n                 Committee shall certify in writing the extent to which the\n                 Relative EVA standards for the G-P \n\n                                      -8-\n\n \n                 Group, determined pursuant to this subsection 1 of this Section\n                 III, have been achieved for that Covered Year.\n\n          (ii)   Based upon the achieved Relative EVA performance for the G-P\n                 Group for that Covered Year determined in accordance with\n                 subparagraph (i) of this paragraph (d), the corresponding\n                 percentages of Compensation of each Participant shall be\n                 determined using the standards established pursuant to\n                 paragraph (a) of this subsection 1.\n\n          (iii)  The Participant's Quantitative Bonus for that Covered Year will\n                 equal the product of (x) the sum of the percentages calculated\n                 pursuant to subparagraph (ii) of this paragraph (d), and (y)\n                 the Participant's Compensation.\n\n     (e)  Notwithstanding anything in this Plan to the contrary, the\n          Quantitative Bonus for any Participant for a given Covered Year may\n          not exceed the Quantitative Bonus Limit for that year.\n\n     2.   Award of Discretionary Bonuses.  Any Participant shall be eligible to\n          ------------------------------                                       \nreceive a Discretionary Bonus for a given Covered Year, regardless of whether\nhe\/she receives a Quantitative Bonus for that year, provided that the CEO will\nnot be eligible for a Discretionary Bonus for a given Covered Year if he is not\neligible for a Quantitative Bonus for that year.  Discretionary Bonus amounts\nwill be determined as follows:\n\n     (a)  Subject to the limits of this subsection 2, the CEO, in his\/her\n          discretion, shall determine the amount of the Discretionary Bonus for\n          a given Covered Year for each Participant (other that the CEO and each\n          Affected Officer) after reviewing, in his\/her discretion, (i) the\n          performance of the Business Unit to which such Participant belongs\n          during that Covered Year with respect to EVA drivers specified no\n          later than March 31 of that Covered Year by the CEO, and (ii) the\n          actions taken by the Business Unit to which such Participant belongs\n          during that Covered Year to increase the long-term EVA of that\n          Business Unit and\/or the \n\n                                      -9-\n\n \n          Corporation as a whole. In conducting this review, the CEO may\n          consider any actions by Business Units he\/she deems appropriate,\n          including but not limited to actions to (i) increase efficiency (by\n          increasing revenue or reducing costs using the same or less capital),\n          (ii) develop new investment opportunities, and\/or (iii) reduce or\n          divest under-performing assets.\n\n     (b)  For each Affected Officer, the Discretionary Bonus for a given Covered\n          Year shall equal the Discretionary Bonus Limit for such Affected\n          Officer (determined in accordance with subsection 11 of Section I),\n          subject to reduction by the Committee, in its discretion, based on its\n          review and evaluation of such performance criteria as the Committee\n          may deem appropriate.\n\n     (c)  For the CEO, the Discretionary Bonus for a given Covered Year shall\n          equal 200% of the Quantitative Bonus applicable to him\/her for that\n          year, subject to reduction by the Committee in its discretion based on\n          its review and evaluation of such performance criteria as the\n          Committee may deem appropriate.\n\n     (d)  Notwithstanding anything in this Plan to the contrary:\n\n          (i)   The amount of the Discretionary Bonus for each Participant\n                (including the CEO) will also reflect his\/her individual\n                performance - and the performance of any Business Unit under\n                his\/her supervision - with respect to the Corporation's standing\n                policies (as applicable and in effect from time to time), in\n                particular (but without limitation) the Corporation's Code of\n                Business Conduct and its safety and environmental policies; and\n\n          (ii)  For all Participants, the Discretionary Bonus for a given\n                Covered Year may not exceed the Discretionary Bonus Limit for\n                that year.\n\n     3.   Payment of Awards.  Awards shall be paid as soon as practicable after\n          -----------------                                                    \nthe calculation of achieved Relative EVA levels for a given Covered Year, but in\nno event later than March 15 following the end of that Covered Year.  In the\nevent of the death of a \n\n                                     -10-\n\n \nParticipant, any awards due to - or in respect of -him\/her under this Plan will\nbe paid, first, to his\/her surviving spouse (if any) and, if there is no\nsurviving spouse, to his\/her estate.\n\n     4.   Special Situations.\n          -------------------\n\n     (a)  A Participant whose employment with the Corporation terminates during\n          a given Covered Year (i) for any reason after he\/she has attained at\n          least age 65 or has attained age 55 and accumulated at least ten (10)\n          years of service for vesting purposes under the Georgia-Pacific\n          Corporation Salaried 401(k) Plan, (ii) because of his\/her death, (iii)\n          because of his\/her total and permanent disability (as determined by\n          the Plan Administrator pursuant to the standards of the Georgia-\n          Pacific Corporation Salaried Long-Term Disability Plan, whether or not\n          the Participant has enrolled in that plan) or (iv) for any other\n          reason specifically approved by the Plan Administrator (provided that,\n          for purposes of this clause (iv) only, the approval of the Committee\n          shall be required in the case of the CEO or an Affected Officer) shall\n          be entitled to a bonus award prorated to reflect the number of\n          complete calendar months actually worked during that Covered Year\n          payable at the same time bonuses for other Participants are paid for\n          that Covered Year.\n\n     (b)  Subject to paragraph (a) of this subsection 4, Participants who during\n          a given Covered Year (i) voluntarily terminate their employment with\n          the Corporation or (ii) are involuntarily terminated by the\n          Corporation for any reason, will not be eligible to receive a bonus\n          under this Plan for that Covered Year.\n\n     5.   Maximum Total Bonus Award.  Notwithstanding anything in this Plan to\n          -------------------------                                           \nthe contrary, no Participant may receive a Quantitative Bonus and Discretionary\nBonus award under this Plan in any Covered Year which in total exceeds\n$3,500,000.\n\n                                     -11-\n\n \nIV.  ADMINISTRATION\n\n          The Plan will be administered by the Committee. Decisions and\ndeterminations by the Committee shall be final and binding upon all parties,\nincluding the Corporation, shareholders, Participants and other employees. The\nCommittee shall have the authority to administer the Plan, make all\ndeterminations with respect to the construction and application of the Plan and\nthe Board resolutions establishing the Plan, adopt and revise rules and\nregulations relating to the Plan and make any other determinations which it\nbelieves necessary or advisable for the administration of the Plan. No member of\nthe Committee shall be liable to any person for any action taken or omitted in\nconnection with the interpretation and administration of this Plan unless\nattributable to the member's own willful misconduct or lack of good faith. The\nCommittee is expressly authorized to appoint one or more individuals, who need\nnot be members of the Committee, or entities to administer the Plan and to make\nall determinations with respect to the construction and application of the Plan,\nand otherwise exercise all powers vested in the Committee under the Plan. Such\nagents shall serve at the pleasure of the Committee. The decisions of any such\nagents taken within the scope of his\/her authority will have the same effect as\ndecisions by the Committee. Notwithstanding anything in this Section IV to the\ncontrary, the Committee may not delegate authority which under this Plan is\nexpressly reserved to the Committee alone.\n\nV.   AMENDMENT OR TERMINATION\n\n          The Board, by action of the Committee, expressly reserves the right to\namend or terminate the EVIP at any time, provided that no Quantitative Bonus for\na given Covered Year may thereby be reduced on or after December 31 of that\nCovered Year.\n\n                                     -12-\n\n \nVI.  MISCELLANEOUS\n\n     1.   Awards Unfunded.  Awards payable pursuant to the EVIP (if any) shall\n          ---------------                                                     \nbe paid solely from the general assets of the Corporation.  No trust or other\nfunding device providing for the identification or segregation of assets to fund\nEVIP awards has been established, nor is it the Corporation's intention to do\nso.\n\n     2.   Taxation of Awards.  Awards under the EVIP will be compensation\n          ------------------                                             \nsubject to Federal and State tax withholding (including, without limitation,\nFICA withholding) in the calendar year in which they are paid.\n\n     3.   Retirement Plans and Welfare Benefit Plans.  Except as otherwise\n          ------------------------------------------                      \nspecified in the plan in question, awards under the EVIP will not be included as\n\"compensation\" for purposes of the Corporation's retirement plans (both\nqualified and non-qualified) or welfare benefit plans.\n\n     4.   Spendthrift Clause.  A Participant may not assign, anticipate,\n          ------------------                                            \nalienate, commute, pledge or encumber any benefits to which he or she may become\nentitled under the EVIP, nor are the awards subject to attachment or garnishment\nby any creditor.\n\n     5.   No Contract of Employment.  The Corporation intends that the awards\n          -------------------------                                          \nprovided under the EVIP be a term of employment and a part of each Participant's\ncompensation and benefit package. Participation in this Plan shall not\nconstitute an agreement (1) of the Participant to remain in the employ of and to\nrender his\/her services to the Corporation or (2) of the Corporation to continue\nto employ such Participant, and the Corporation may terminate the employment of\na Participant at any time with or without cause.\n\n     6.   Previous EVIP Interpretations.  The amendment and restatement of this\n          -----------------------------                                        \nPlan is not intended to - and shall not - affect the continuing validity of EVIP\ninterpretations issued by the Plan Administrator prior to January 1, 2001.\n\n                                     -13-\n\n \nVII.  EFFECTIVE DATE\/SHAREHOLDER APPROVAL\n\n     1.   Effective Date.  This amendment and restatement of the EVIP shall\n          --------------                                                   \nbecome effective as of January 1, 2001.\n\n     2.   Shareholder Approval.  Notwithstanding anything in this EVIP to the\n          --------------------                                               \ncontrary, the EVIP shall be null and void if it is not re-approved, in a\nseparate vote, by the affirmative vote of the holders of at least a majority of\nthe shares of the common stock of Georgia-Pacific Corporation cast, in person or\nby proxy, at the first shareholders meeting that occurs in calendar year 2001.\n\n                                     -14-\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":[9539,9546],"class_list":["post-38800","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__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38800","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=38800"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38800"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38800"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38800"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}