{"id":40225,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/officer-retirement-agreement-georgia-pacific-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"officer-retirement-agreement-georgia-pacific-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/officer-retirement-agreement-georgia-pacific-corp.html","title":{"rendered":"Officer Retirement Agreement &#8211; Georgia-Pacific Corp."},"content":{"rendered":"<pre>                         OFFICER  RETIREMENT AGREEMENT\n                         -----------------------------\n\n\n          THIS AGREEMENT entered into this ___ day of _____________, ____, and\nbecoming effective as of the ______ day of _____________, ____ between GEORGIA-\nPACIFIC CORPORATION, a Georgia corporation, having its principal office in\nAtlanta, Georgia (hereinafter referred to as \"G-P\"), and .............\n(hereinafter referred to as \"Officer\");\n\n                             W I T N E S S E T H :\n                             - - - - - - - - - -  \n\n          WHEREAS, Officer is and will be rendering valuable services to G-P and\nits Affiliates (as defined in Paragraph 9(f)), and G-P desires to receive the\nbenefit of Officer's continued loyalty, service and counsel and to assist\nOfficer in providing for the contingencies of death, disability and old age\ndependency;\n\n                              IT IS HEREBY AGREED:\n\n     1.   General.\n          ------- \n\n          G-P agrees to make monthly payments (\"Retirement Payments\") to Officer\nor to Officer's eligible Surviving Spouse or Survivor(s) (as defined in this\nAgreement) pursuant to the provisions of this Agreement, provided that the\napplicable eligibility conditions set forth in Paragraphs 2 through 7 of this\nAgreement are met.\n\n     2.   Normal Retirement.\n          ----------------- \n\n          (a)  \"Normal Retirement\" shall mean Officer's termination of\nemployment after attaining age sixty-five (65) and having been continuously\nemployed by G-P and\/or its\n\n \nAffiliates (as defined in Paragraph 9(f)) from the date of this Agreement (or\nany predecessor agreement described in Paragraph 18) through his\/her date of\ntermination. For purposes of this Paragraph 2(a), employment with an Affiliate\nshall be counted only for periods during which the Affiliate met the definition\nof \"Affiliate\" in Paragraph 9(f).\n\n          (b)  Normal Retirement Payments (determined as provided in Paragraph\n2(c)) to Officer shall commence on the first day of the month following the last\nday for which Officer receives either vacation pay or base salary after\ntermination of employment with G-P and its Affiliates (\"pay-through date\").\nSuch payments shall be made monthly on the first day of each month during the\nlifetime of Officer and, subject to the death benefit provisions of Paragraph 7\nor any election under Paragraph 8, shall end with the payment for the month of\nhis or her death.\n\n          (c)  Subject to any election by Officer permitted by Paragraph 8, the\nmonthly Normal Retirement Payment to Officer shall be calculated as follows:\n     \n               (1)  Fifty percent (50%) of Officer's average monthly Cash Salary\n     (as defined below) for the last forty-eight (48) full calendar months of\n     his or her employment by G-P and\/or its Affiliates (or, if fewer, all full\n     calendar months of his or her employment with G-P and\/or its Affiliates\n     which immediately precede termination of such employment);\n\n               (2)  Less the Annuity Equivalent (as defined below) of benefits,\n     if any, payable to or on behalf of Officer under all other retirement\n     compensation plans maintained by G-P and\/or its Affiliates (as defined\n     below), which are attributable to contributions made by G-P and\/or its\n     Affiliates (excluding any Cash Salary which he or she elected to defer\n     under such plans). For purposes of this paragraph the following terms are\n     defined as follows:\n\n                    (A) \"Cash Salary\" - shall mean base salary, annual incentive\n     bonuses and any cash salary or annual incentive bonus which Officer elected\n     to defer, and excludes, without limitation, severance payments of any kind,\n     deferred compensation \n\n                                      -2-\n\n \n     under any long-term incentive program, bonuses for purpose of offsetting\n     taxation and any other incentive compensation; provided that annual\n     incentive bonuses shall be counted in the year(s) or partial year(s) with\n     respect to which they are earned (rather than in the year of payment) and\n     shall be prorated for partial years (if not already prorated to reflect\n     partial year participation) included in the forty-eight (48) month\n     averaging period and provided, further, that if the annual incentive bonus\n     amount with respect to any part of that period is unavailable at the time\n     Retirement Payments are to commence, an estimated benefit will be paid\n     based on the available compensation data, subject to a retroactive\n     adjustment when final data are available.\n\n                    (B)  \"Annuity Equivalent\" - of a given benefit shall mean an\n     actuarially equivalent benefit in the form in which Officer's Retirement\n     Payments will be paid, determined as of Officer's last day worked for G-P\n     and its Affiliates (\"Officer's last day worked\") using the then applicable\n     mortality table specified under the Georgia-Pacific Corporation Salaried\n     Pension Plan (the \"SPP\"), statutory restrictions on qualified plan benefits\n     as in effect on Officer's last day worked (if any) and the immediate\n     interest rate published and used by the Pension Benefit Guaranty\n     Corporation for plan terminations occurring during the first month of the\n     calendar quarter during which Officer's last day worked occurs (if the PBGC\n     rate is not available, the then applicable interest rate specified in the\n     SPP will be used); provided, however, that notwithstanding the foregoing,\n     if the Officer elects to retain his or her SPP benefits in the SPP after\n     Officer's last day worked and the amount of those benefits is increased due\n     to adjustments in the statutory restrictions on qualified plan benefits\n     between Officer's last day worked and the date of distribution of his or\n     her SPP benefits, Officer's benefits under this Agreement will be\n     recalculated with respect to the first payment due after the date of the\n     SPP distribution (and all future payments) solely to reflect the greater\n     offset necessitated by the above-described increase in the SPP benefit; and\n     provided further that \n\n                                      -3-\n\n \n     with respect to benefits under retirement compensation plans maintained by\n     G-P and\/or its Affiliates which depend on investment performance and which\n     are either in Officer's plan account on his or her last day worked or have\n     been distributed to Officer prior to his last day worked, G-P's actuarial\n     equivalent calculation shall take into account such investment performance\n     by deeming the appropriate investment gain between the date of any such\n     distribution of benefits and Officer's last day worked to be the Periodic\n     Adjustment Percentage under the SPP as in effect from time to time during\n     that period and the investment gain for periods after Officer's last day\n     worked to age sixty-two (62) (if not attained at Officer's last day worked)\n     to be the Periodic Adjustment percentage for the SPP as of Officer's last\n     day worked.\n\n                    (C)  \"Retirement compensation plans maintained by G-P and\/or\n     its Affiliates\" - shall mean any qualified or non-qualified retirement\n     plans covering Officer including, without limitation, the Georgia-Pacific\n     Corporation Salaried 401(k) Plan (formerly the Georgia-Pacific Corporation\n     Savings and Capital Growth Plan) and the SPP, but excluding any former\n     Georgia-Pacific Corporation employee stock ownership plan to the extent\n     that benefits under such plans are attributable to contributions made by G-\n     P and\/or its Affiliates.\n\n     3.   Early Retirement.\n          ---------------- \n\n          (a)  \"Early Retirement\" shall mean Officer's termination of employment\nwith G-P and its Affiliates after reaching age fifty-five (55) and having\ncompleted at least fifteen (l5) years of Service (as defined in Paragraph 10).\n\n          (b)  If Officer is eligible for Early Retirement under Paragraph 3(a),\nthe Early Retirement Payments (determined as provided in Paragraph 3(c)) to\nOfficer shall commence on the first day of the month following the Officer's \npay-through date. Such payments shall be made monthly on the first day of each\nmonth during the lifetime of the Officer and, subject to the death\n\n                                      -4-\n\n \nbenefit provisions of Paragraph 7 or any election under Paragraph 8, shall end\nwith the payment for the month of his or her death.\n\n          (c)  Subject to any election by Officer permitted by Paragraph 8, the\nmonthly Early Retirement Payment payable to Officer shall be calculated as\nfollows:\n\n               (1)  Determine the monthly Normal Retirement Payment to which the\n     Officer would be entitled if the Officer were eligible for Normal\n     Retirement under Paragraph 2(a) as of Officer's date of termination of\n     employment; \n\n               (2) Multiply the result in subparagraph (c)(1) by the\n     appropriate early commencement percentage as indicated below:\n\n                Age of Officer\n          At Commencement of Benefits           Percentage\n          ---------------------------           ----------\n\n                      62                           100%\n                      61                            96%\n                      60                            92%\n                      59                            88%\n                      58                            84%\n                      57                            80%\n                      56                            76%\n                      55                            72%\n\n     4.   Termination.\n          ----------- \n\n          (a)  Officer will be eligible for Termination Payments if Officer's\nemployment terminates for any reason other than Normal Retirement, Early\nRetirement, Pre-Termination Disability or Pre-Termination Death (under\nParagraphs 2(a), 3(a), 5(a) or 6(a), respectively) after Officer has completed\nat least three (3) years of Service (as defined in Paragraph 10).\n\n          (b)  Termination Payments (determined as provided in Paragraph 4(c))\nto Officer shall commence on the first day of the month following the Officer's\npay-through date or the Officer's attainment of the age of sixty-two (62) years,\nwhichever last occurs. Such payments shall be made monthly on the first day of\neach month during the lifetime of the Officer and,\n\n                                      -5-\n\n \nsubject to the death benefit provisions of Paragraph 7 or any election under\nParagraph 8, shall end with the payment for the month of his or her death.\n\n          (c)  Subject to any election by Officer permitted by Paragraph 8, the\nmonthly Termination Payment payable to Officer shall be calculated as follows:\n     \n               (1)  Determine the Normal Retirement Payment to which the Officer\n     would be entitled if the Officer were eligible for Normal Retirement under\n     Paragraph 2(a) as of the date of the Officer's termination of employment;\n\n               (2)  Multiply that amount by a fraction, the numerator of which\n     shall equal the number of Officer's completed years of Service at the date\n     his or her employment terminates or fifteen (l5), whichever is less, and\n     the denominator of which shall be fifteen (l5).\n\n     5.   Pre-Termination Disability.\n          -------------------------- \n\n          (a)  Officer will be eligible for Pre-Termination Disability Payments\nif Officer's employment terminates by reason of disability (as defined in\nParagraph 5(d)) after the completion of at least one (l) year of Service.\n\n          (b)  Pre-Termination Disability Payments (determined as provided in\nParagraph 5(c)) to Officer shall commence on the first day of the month\nfollowing the Officer's pay-through date.  Such payments shall be made monthly\non the first day of each month during the lifetime of the Officer and, subject\nto the death benefit provisions of Paragraph 7 or any election under Paragraph\n8(b), shall end with the payment for the month of his or her death.\n\n          (c)  Subject to any election by Officer permitted by Paragraph 8(b),\nthe amount of the monthly Pre-Termination Disability Payment payable to Officer\nshall be calculated as follows:\n\n                                      -6-\n\n \n               (1)  Determine the monthly Normal Retirement Payment to which the\n     Officer would be entitled if the Officer were eligible for Normal\n     Retirement under Paragraph 2(a) as of the Officer's date of termination due\n     to disability; \n\n               (2)  Multiply the result in subparagraph (c)(1) by the\n     appropriate early commencement percentage as indicated below:\n\n              Age of Officer\n              At Termination\n          Because of Disability              Percentage\n          ---------------------              ----------\n\n                    64                          100%\n                    63                          100%\n                    62                          100%\n                    61                           94%\n                    60                           88%\n                    59                           82%\n                    58                           76%\n                    57                           70%\n                    56                           64%\n                    55                           58%\n                    54 and prior                 50%\n\n          (d)  For purposes of this Paragraph 5, Officer shall be deemed to have\nterminated employment by reason of disability if, as of the date of his or her\ntermination of employment, Officer is \"totally disabled\" as defined under the\nGeorgia-Pacific Corporation Salaried Long-Term Disability Plan (the \"LTD Plan\")\n(whether or not Officer actually participates in that plan at the time) as\ndetermined by the Plan Administrator of the LTD Plan.\n\n          (e)  If Officer shall be participating in the LTD Plan at the time\nOfficer's employment terminates by reason of disability, Retirement Payments\npayable under this Paragraph 5 shall be in addition to those payable under the\nLTD Plan, and there shall be no offset of benefits payable under this Agreement\nas a result of payments under the LTD Plan.\n\n                                      -7-\n\n \n     6.   Pre-Termination Death.\n          --------------------- \n\n          (a)  Officer's spouse at the time of his or her death (the \"Surviving\nSpouse\") will be eligible for Pre-Termination Death Payments if Officer's\nemployment terminates by reason of death after the completion of at least one\n(l) year of Service.\n     \n          (b)  Pre-Termination Death Payments to Officer's Surviving Spouse\nshall commence on the first day of the month following the later of the\nOfficer's date of death or the Officer's pay-through date. Such payments shall\nbe made monthly on the first day of each month during the lifetime of the\nOfficer's Surviving Spouse only and shall end with the payment for the month of\nhis or her death.\n\n          (c)  The amount of the monthly Pre-Termination Death Payment payable\nto Officer's Surviving Spouse shall be calculated as follows:\n\n               (1)  Determine the monthly Normal Retirement Payment to which the\n     Officer would be entitled if the Officer were eligible for Normal\n     Retirement under Paragraph 2(a) as of the Officer's date of death;\n\n               (2)  Multiply the result in subparagraph (c)(1) by the\n     appropriate early commencement percentage as indicated below:\n\n                    Age of Officer\n                       At Death           Percentage\n                    --------------        ----------\n\n                           64                50%\n                           63                50%\n                           62                50%\n                           61                47%\n                           60                44%\n                           59                41%\n                           58                38%\n                           57                35%\n                           56                32%\n                           55                29%\n                      54 and prior           25%\n\n                                      -8-\n\n \n     7.   Post-Termination Death.\n          ---------------------- \n\n          (a)  Officer's Survivor(s) (as defined in Paragraph 7(d)(4)) will be\neligible for Post-Termination Death Payments if:\n\n               (1)  Officer dies after Retirement Payments under this Agreement\n     have commenced; or\n\n               (2)  Officer dies after the Officer's employment with G-P and its\n     Affiliates has terminated, but before Retirement Payments pursuant to\n     Paragraphs 2(b), 3(b), 4(b) or 5(b) have commenced, and at a time when the\n     Officer has met the eligibility requirements for benefits under this\n     Agreement stated in Paragraphs 2(a), 3(a), 4(a) or 5(a).\n\n          (b)  Post-Termination Death Payments to Officer's eligible Survivor(s)\nshall commence on the first day of the month following the latest of:\n\n               (1)  Officer's date of death, or\n\n               (2)  If eligible under Paragraph 7(a)(1), the last day of the\n     period for which Officer's Retirement Payments have been paid, or\n\n               (3)  If eligible under Paragraph 7(a)(2), Officer's pay-through\n     date. If the Survivor (as defined in Paragraph 7(d)(4)) is an Original\n     Spouse (as defined in Paragraph 7(d)(1)) or a New Spouse (as defined in\n     Paragraph 7(d)(2)), such payments shall be made monthly on the first day of\n     each month during the lifetime of such Survivor only and shall end with the\n     payment for the month of his or her death. If the Survivor is a Beneficiary\n     (as defined in Paragraph 7(d)(3)) pursuant to an election by Officer under\n     Paragraph 8(a)(2), such payments shall be made monthly only for the\n     remainder of the 120-month term of payments specified by such election. \n\n          (c)  The amount of the monthly Post-Termination Death Payment payable\nto a Survivor of Officer shall be calculated as follows:\n\n                                      -9-\n\n \n               (1)  If Officer dies after his or her Retirement Payments under\n     this Agreement have commenced:\n\n                    (A)  If Officer has made no effective election under\n     Paragraph 8, Officer's Original Spouse shall be entitled to the payment of\n     a monthly Post-Termination Death Payment for the rest of such spouse's\n     lifetime equal to fifty percent (50%) of the monthly Retirement Payment\n     which was being paid to Officer immediately before his or her death;\n\n                    (B)  If Officer has made an effective election under\n     Paragraph 8, Officer's Survivor specified in such election shall be\n     entitled to the payment of monthly Post-Termination Death Payments in the\n     form and to the extent contemplated in the applicable election.\n\n               (2)  If Officer dies prior to the commencement of his or her\n     Retirement Payments under this Agreement and at the time of his death has\n     met the requirements for such payments in accordance with Paragraph\n     7(a)(2):\n                    (A)  If Officer has made no effective election under\n     Paragraph 8, Officer's Original Spouse shall be entitled to the payment of\n     a monthly Post-Termination Death Payment for the rest of such spouse's\n     lifetime equal to fifty percent (50%) of the accrued monthly Retirement\n     Payment (as of the date of death) which would have been payable to Officer\n     at age sixty-two (62); provided, however, that if Officer dies prior to\n     attaining age sixty-two (62), the survivor benefit shall be further reduced\n     (i) as provided in Paragraph 5(c)(2) (if Officer was not eligible for Early\n     Retirement under Paragraph 3(a) at the time of his termination of\n     employment) or (ii) by multiplying the unreduced (50%) death benefit by the\n     appropriate early commencement percentage listed below (if Officer was\n     eligible for Early Retirement under Paragraph 3(a) at the time of his\n     termination of employment):\n\n                                      -10-\n\n \n                      Age of Officer\n                     At Date of Death            Percentage\n                     ---------------------       ----------\n\n                            62                       100%\n                            61                        96%\n                            60                        92%\n                            59                        88%\n                            58                        84%\n                            57                        80%\n                            56                        76%\n                            55                        72%\n                            54 or earlier             60%\n\n               (B)  If Officer has made an effective election under Paragraph 8,\n     Officer's Survivor specified in such election shall be entitled to the\n     payment of monthly Post-Termination Death Payments in the form and to the\n     extent contemplated in the applicable election determined as follows:  (i)\n     Calculate the Retirement Payment the Officer would have received in the\n     elected form at age sixty-two (62); (ii) if Officer died prior to attaining\n     age sixty-two (62), reduce the result in clause (i) by multiplying it by\n     the appropriate early commencement percentage specified in Paragraph\n     7(c)(2)(A)(ii) (if Officer was eligible for Early Retirement under\n     Paragraph 3(a) at the time of his termination of employment) or specified\n     below (if Officer was not eligible for Early Retirement under Paragraph\n     3(a) at the time of his termination of employment):\n\n                     Age of Officer\n                     Date of Death               Percentage\n                     -------------               ----------\n\n                           64                        100%\n                           63                        100%\n                           62                        100%\n                           61                         94%\n                           60                         88%\n                           59                         82%\n                           58                         76%\n                           57                         70%\n                           56                         64%\n                           55                         58%\n                           54 and prior               50%\n\n                                      -11-\n\n \n     (iii) determine the lifetime and survivor payments under the benefit form\n     elected by Officer as provided in Paragraph 8, based on the result in\n     clause (ii); and (iv) the benefit payable to the Survivor will be the\n     survivor payment under the elected optional form of benefit as determined\n     in accordance with clause (iii).  For purposes of clause (iii), the base or\n     original form of benefit used for the actuarial conversion shall be, in the\n     case of an election under Paragraph 8(b), a life annuity for Officer's life\n     expectancy in the amount determined under clause (ii) above, or, in the\n     case of an election under Paragraph 8(a), a life annuity for Officer's life\n     expectancy in the amount determined under clause (ii) followed (if and only\n     if Officer had an Original Spouse at the time of his death) by a survivor\n     annuity payable to his Original Spouse (if any) with payments of 50% of\n     such amount.\n\n          (d)  For purposes of this Paragraph 7 only (except where otherwise\n     specified):\n\n               (1)  \"Original Spouse\" mean a spouse who is Officer's lawful\n     spouse on the date of Officer's death and, in the case of Paragraph\n     7(c)(1)(A), on the date Officer's benefits under this Agreement commenced.\n\n               (2)  \"New Spouse\" means the spouse who is Officer's lawful spouse\n     on the date Officer makes an election described in Paragraph 8(b) and on\n     the date of Officer's death.\n\n               (3)  \"Beneficiary(ies)\" means the person(s) (which may include a\n     trust or Officer's estate) designated in writing by Officer (in a form\n     acceptable to G-P) prior to the commencement of benefits to receive the\n     remaining Retirement Payments due upon Officer's death pursuant to\n     Officer's election of the benefit form described in Paragraph 8(a)(2)\n     (effective upon receipt by G-P). Any such designation is subject to the\n     provisions of Paragraph 8(d).\n\n               (4)  \"Survivor\" means, as appropriate, the Original Spouse, a New\n     Spouse or any Beneficiary of Officer.\n\n                                      -12-\n\n \n     8.   Alternative Benefit Forms.\n          ------------------------- \n\n          (a)   An Officer eligible for Retirement Payments under Paragraphs\n2(a), 3(a) or 4(a) may elect in writing (in a form acceptable to G-P) at any\ntime specified in this Paragraph 8 to have such Retirement Payments paid in one\nof the following alternative forms in lieu of any other benefit payment form\navailable under this Agreement:\n\n                (1)   An annuity which provides monthly payments to Officer for\n     his or her lifetime and, upon Officer's death, provides monthly payments to\n     his or her Original Spouse (as defined in Paragraph 7(d)(1)) for his or her\n     lifetime equal to 100% of the payments made to Officer prior to his death.\n\n                (2)   Substantially equal monthly payments for a period of 120\n     months which continue at the same level to Officer's Beneficiaries if\n     Officer dies prior to the completion of such 120-month period.\n\n          (b)   Notwithstanding anything in Paragraph 7 to the contrary, if\nOfficer is entitled to Retirement Payments and, after termination of employment\nwith G-P and\/or its Affiliates, (i) Officer marries or remarries after the date\nhis or her Retirement Payments commence, and (ii) Officer desires to provide for\nthe payment of a survivor benefit to his or her New Spouse if such spouse\nsurvives Officer, Officer shall have the right to make an irrevocable election\n(in a form satisfactory to G-P) to convert the monthly Retirement Payments to\nwhich he or she is then entitled under this Agreement into an actuarially\nequivalent benefit which will provide a reduced monthly Retirement Payment to\nOfficer for his or her lifetime and, if Officer's New Spouse survives Officer\nand is still married to Officer at the time of his death, will provide such New\nSpouse with a monthly benefit equal to fifty percent (50%) of Officer's reduced\nmonthly Retirement Payments for the rest of such new spouse's lifetime. If\nOfficer marries or remarries after termination because of disability under\nParagraph 5, the provisions of this subparagraph (without regard to clause (i))\nshall apply.\n\n                                      -13-\n\n \n          (c)   Any election under subparagraph (a) shall be immediately\neffective upon receipt by G-P if made within ninety (90) days prior to\ncommencement of Retirement Payments pursuant to Paragraphs 2, 3 or 4; otherwise,\nsuch election shall not be effective until the first anniversary of the date it\nis received by G-P. Notwithstanding anything in this Paragraph 8 to the\ncontrary, if Officer is married on the date his\/her Retirement Payments\ncommence, no election by Officer under Paragraph 8(a)(2) shall be effective\nunless Officer's spouse on such date has consented in writing to the election.\nAny election under subparagraph (b) shall be effective as specified in the\nelection (but in no event prior to the first of the month following receipt of\nthe election by G-P). If Officer makes an election under this Paragraph 8, the\nRetirement Payments to which he or she is otherwise entitled under Paragraphs 2,\n3 or 4 of this Agreement shall be modified so that the new benefit form is\nactuarially equivalent (as determined by G-P using the actuarial factors\nspecified in Paragraph 2(c)) to the original form of the affected Retirement\nPayments. Any election under this Paragraph 8 may be revoked by Officer at any\ntime before the commencement of Retirement Payments (or, in the case of an\nelection under subparagraph (b), modified Retirement Payments), but becomes\nirrevocable upon such commencement.\n\n          (d)   If Officer is married at the time he or she originally submits\nor later modifies his or her Beneficiary designation in connection with an\nelection under Paragraph 8(a)(2) and the Beneficiary designated is not Officer's\nthen current spouse, such Beneficiary designation will not be effective unless\naccompanied by written consent of such current spouse. Notwithstanding anything\nto the contrary in this Agreement, any Beneficiary designation on file at the\ntime Officer dies which names as a Beneficiary a person or entity other than\nOfficer's spouse at such time without such spouse's written consent shall be\nvoid and shall not be recognized for purposes of this Agreement. If no\nBeneficiary has been effectively designated by Officer at the time of his or her\ndeath, Officer's Beneficiary shall be Officer's spouse as of his or her date of\ndeath or, if Officer has no spouse at that time, Officer's estate.\n\n                                      -14-\n\n \n     9.   Forfeiture of Benefits.\n          ---------------------- \n\n          (a)   General Rule. Officer and G-P agree that G-P shall have the\nright to forfeit all benefits otherwise payable under this Agreement to or on\nbehalf of Officer if Officer:\n\n                (1)   competes with G-P or any Affiliate within the meaning of\n     Paragraph 9(b);\n\n                (2)   discloses trade secrets or confidential information of G-P\n     or any Affiliate within the meaning of Paragraph 9(c); or\n\n                (3)   solicits employees of G-P or any Affiliate within the\n     meaning of Paragraph 9(d).\n\nG-P's rights under this Paragraph 9 shall expire and shall have no further force\nor effect effective upon the occurrence of a Change in Control of G-P (as such\nterm is defined in Section 2(e) of the Georgia-Pacific Corporation\/Georgia-\nPacific Group 1997 Long-Term Incentive Plan or any successor to such plan).\n\n          (b)   Competition.\n\n                (1)   Officer will be deemed to have competed with G-P or any\n     Affiliate within the meaning of this Paragraph 9(b) if, during the three\n     (3) year period commencing on the date Officer's employment with G-P and\n     all Affiliates terminates, Officer directly or indirectly (whether as an\n     owner, partner, stockholder, investor, officer, director, employee, agent,\n     independent contractor, sales representative (if his or her\n     responsibilities at G-P or any Affiliate included sales), or consultant\n     carries on, is engaged in, concerned with or takes part in the performance\n     of services for any \"competitor of G-P\" which are substantially the same as\n     the services Officer provided to G-P or any Affiliate anywhere in the\n     geographic area[s] where Officer is performing such services for G-P or any\n     Affiliate as of the date he or she executes this Agreement, which may, with\n     the mutual consent of the parties, be specified on an Exhibit A attached to\n     this Agreement. If such an Exhibit A is appended to this Agreement, G-P,\n     with Officer's \n\n                                      -15-\n\n \n     approval, may from time to time update the exhibit to reflect changes in\n     Officer's responsibilities.\n\n                (2)   For purposes of this Paragraph 9(b), the phrase\n     \"competitor of G-P\" means an entity with offices in the United States or\n     Canada which, when combined with its affiliates (i) has or, at any time in\n     the two (2) year period before or after Officer's employment with G-P or\n     any Affiliate terminates, had at least U.S. $500,000,000 in annual sales\n     and (ii) manufactures, sells, and\/or markets products or services which\n     compete with any products or services manufactured, sold and\/or marketed by\n     G-P or any Affiliate while Officer was employed by G-P or any Affiliate and\n     with respect to which G-P and its Affiliates holds or, at any time in the\n     two (2) year period before Officer's employment with G-P or any Affiliate\n     terminates, held at least 10% of the relevant market. An entity's\n     \"affiliates\" under this Paragraph 9(b)(2) shall be determined by applying\n     the definition under Paragraph 9(f) to determine whether an organization is\n     an affiliate of G-P except that the name of the entity shall be substituted\n     in the definition for G-P.\n\n          (c)   Trade Secrets or Confidential Information.\n\n                (1)   Trade Secrets. Officer will be deemed to have disclosed\n     trade secrets within the meaning of this Paragraph 9(c) if during the term\n     of Officer's employment with G-P or any Affiliate, or thereafter, Officer\n     fails to hold in confidence for the benefit of G-P or any Affiliate, or\n     directly or indirectly uses or discloses, except as authorized by G-P or\n     any Affiliate in connection with the performance of Officer's duties and\n     responsibilities for G-P or any Affiliate, any \"trade secret\", as defined\n     hereinafter, that Officer may have or acquire during the term of Officer's\n     employment with G-P or any Affiliate for so long as such information\n     remains a trade secret. The term \"trade secret\" as used in this Agreement\n     means any \"trade secret\" as defined under applicable state law plus any\n     information, without regard to form, including but not limited to,\n\n                                      -16-\n\n \n     technical or non-technical data, a formula, a pattern, a compilation, a\n     program, a device, a method, a technique, a drawing, a process, financial\n     data, financial plans, product plans, or a list of actual or potential\n     customers or suppliers, which is not commonly known by or available to the\n     public and which information (1) derives economic value, actual or\n     potential, from not being generally known to, and not being readily\n     ascertainable by proper means by, other persons who can obtain economic\n     value from its disclosure or use, and (2) is the subject of reasonable\n     efforts by G-P or any Affiliate, or the entity from which the information\n     was received, to maintain its secrecy or confidentially.\n\n                (2)   Confidential Information. Officer will be deemed to have\n     disclosed confidential information within the meaning of this Paragraph\n     9(c) if during the term of Officer's employment with G-P or any Affiliate,\n     or during the one (1) year period commencing on the date Officer's\n     employment with G-P and all its Affiliates terminates, Officer fails to\n     hold in a confidence for the benefit of G-P or any Affiliate, or directly\n     or indirectly uses or discloses, except as authorized by G-P or any\n     Affiliate in connection with the performance of Officer's duties and\n     responsibilities for G-P or any Affiliate, any confidential information, as\n     defined hereinafter, that Officer may have or acquire (whether or not\n     developed or compiled by Officer and whether or not Officer has been\n     authorized to have access to such confidential or proprietary information)\n     during the term of his employment with G-P or any Affiliate. The term\n     \"confidential information\" as used in this Agreement means any secret,\n     confidential or proprietary information of G-P or an Affiliate, including\n     information received by G-P or any Affiliate, or Officer from any customer\n     or client or potential customer or client of G-P or any Affiliate, not\n     otherwise included in the definition of \"trade secret\" in Paragraph\n     9(c)(1), in each case except for information that has become generally\n     available to the public by the act of one who has the right to disclose\n     such information without violating any right of the customer or client to\n     which such information pertains.\n\n                                      -17-\n\n \n          (d)   Solicitation.\n\n                (1)   Solicitation of Employees. Officer will be deemed to have\n     solicited employees of G-P or any Affiliate within the meaning of this\n     Paragraph 9(d) if during the term of Officer's employment with G-P or any\n     Affiliate, or at any time during the two (2) year period commencing on the\n     date Officer's employment with G-P and all Affiliates terminates, Officer\n     solicits any employee of G-P or any Affiliate with whom Officer had\n     material contact during Officer's employment to leave his or her employment\n     with G-P or any Affiliate for the purpose of competing with G-P or any\n     Affiliate for any reason, either individually, or as an owner, partner,\n     employee, agent, consultant, advisor, contractor, salesman, stockholder,\n     investor, officer, director, or other member of any corporation,\n     partnership, venture or other business entity.\n\n                (2)   Solicitation of Customers. Officer will be deemed to have\n     solicited customers of G-P or any Affiliate within the meaning of this\n     Paragraph 9(d) if during the term of Officer's employment with G-P or any\n     Affiliate, or at any time during the two (2) year period commencing on the\n     date Officer's employment with G-P and all Affiliates terminates, Officer\n     solicits any customer and\/or client of G-P or any Affiliate with whom\n     Officer had material business contact during Officer's employment for the\n     purpose of competing with G-P or any Affiliate or for the purpose of\n     inducing such customer and\/or client to do business with Officer, either\n     individually, or as an owner, partner, employee, agent, consultant,\n     advisor, contractor, salesman, stockholder, investor, officer, director, or\n     other member of any corporation, partnership, venture, or other business\n     entity.\n\n          (e)   Construction. Officer acknowledges and agrees that, in light of\nthe confidential and proprietary nature of Officer's duties and the fact that G-\nP and the Affiliates compete throughout the United States and Canada, the\nprotections set forth in this Paragraph 9 are reasonable, fair and equitable in\nscope, terms and duration and are necessary to protect the \n\n                                      -18-\n\n \nlegitimate business interests of G-P and any Affiliate. If any portion or\nportions of this Paragraph 9 is determined to be unenforceable as drafted, it is\nthe intention of G-P and Officer that, to the extent permitted by applicable\nlaw, the unenforceable portion or portions of this Paragraph 9 shall be severed\nor restricted (as the case may be) and that, except as so severed or restricted,\nthe terms of this Paragraph 9 shall be enforced.\n\n          (f)   Affiliate. The term \"Affiliate\" as used in this Agreement shall\nbe any organization whose employees are treated as employees of G-P under\nsection 414(b) or section 414(c) of the Internal Revenue Code of 1986, as\namended (or the corresponding provisions of any successor statute), or which is\ntreated as an \"affiliate\" of G-P under Rule 144 in the General Rules and\nRegulations under the Securities Act of 1933.\n\n     10.  For purposes of this Agreement, \"Service\" shall mean a period of\nunbroken employment with G-P and\/or its Affiliates, provided however that\nemployment with an Affiliate shall be counted only for periods during which the\nAffiliate met the definition of \"Affiliate\" in Paragraph 9(f).\n\n     11.  Nothing contained in this Agreement and no action taken pursuant to\nthe provisions of this Agreement shall create or be construed to create a trust\nof any kind, or a fiduciary relationship between G-P and Officer, or Officer's\nspouse, or any other person. This Agreement does not create any escrow account,\ntrust fund or any other form of asset segregation. Any Retirement Payments due\nunder the provisions of this Agreement shall be paid from the general funds of\nG-P, except that in the event of a Change of Control (as defined in Paragraph\n9), any Retirement Payment may be made from any trust established and funded by\nG-P for such purposes. If a trust is established and funded by G-P to pay\nRetirement Payments under this and similar Agreements in connection with a\nChange of Control, Officer shall also be deemed to be a \n\n                                      -19-\n\n \nbeneficiary of such trust with such rights with respect to the trust corpus as\nmay be defined in the governing trust agreement and applicable law.\n\n     12.  The right of Officer or any other person to Retirement Payments under\nthis Agreement shall not be subject to the claims of their creditors or others,\nnor to legal process, and shall not be assigned, transferred, pledged or\nencumbered.\n\n     13.  Nothing contained herein shall be construed as conferring upon Officer\nthe right to continue in the employ of G-P and\/or its Affiliates as an executive\nor in any other capacity.\n\n     14.  The annual Retirement Payments provided for by this Agreement shall\nnot constitute \"compensation\" for purposes of computing compensation for any\nqualified deferred compensation plan maintained by G-P or its Affiliates.\n\n     15.  The Compensation Committee of the Board of Directors of G-P (the\n\"Committee\") shall have full power and authority to interpret, construe and\nadminister this Agreement and the Committee's interpretation and construction\nthereof, and actions thereunder shall be binding and conclusive on all persons\nfor all purposes. No member of the Committee shall be liable to any person for\nany action taken or omitted in connection with the interpretation and\nadministration of this Agreement unless attributable to his own willful\nmisconduct or lack of good faith.\n\n     16.  This Agreement shall be binding upon and inure to the benefit of G-P\nand its Affiliates, its successors and assigns, and to the Officer and Officer's\nheirs, executors, administrators and legal representatives.\n\n                                      -20-\n\n \n     17.  All actions for the enforcement of any rights under, or interpretation\nof, this Agreement shall be brought in the courts of the State of Georgia or (to\nthe extent that jurisdictional requirements permit) in federal courts located in\nthe State of Georgia, and all parties to this Agreement agree to be subject to\nthe jurisdiction of such courts for the purpose of any such actions. This\nAgreement shall be construed and its provisions enforced and administered in\naccordance with the laws of the State of Georgia and, to the extent applicable,\nfederal law.\n\n     18.  It is understood and agreed by the parties that if there is an\nExecutive Retirement Agreement between Officer and G-P entered into prior to the\ndate of this Agreement, this Agreement is a mutually-agreed amendment and\nrestatement of such Agreement, and any such prior Agreement is acknowledged to\nbe superseded by this Agreement as of the effective date of this Agreement\nspecified above.\n\n     19.  Any notices required by this Agreement shall be sent as follows:\n\n        If to:  Officer:      Name and address\n\n                              ________________\n\n                              ________________\n\n\n                G-P:          Georgia-Pacific Corporation\n                              133 Peachtree Street, N.E.\n                              Atlanta, Georgia 30303\n\n                              Attention: Chairman, Chief Executive Officer\n                                          and President\n\nAny party may specify in writing to the other party a change of address for\npurposes of this Paragraph 19, and any such change shall be effective upon\nreceipt of such written notice.\n\n                                      -21-\n\n \n     IN WITNESS WHEREOF, G-P has caused this Agreement to be executed by its\nduly authorized officer and Officer has hereunto set his\/her hand as of the date\nfirst above written.\n\n                                 GEORGIA-PACIFIC CORPORATION\n                         \n                         \n                                 By: ____________________________________\n                                       A. D. Correll\n                                       Chairman, Chief Executive Officer\n                                        and President\n                         \n                         \n                                 OFFICER:\n                         \n                         \n                                 ________________________________________\n                                       Signature\n\n                         \n                                 ________________________________________\n                                       Date Signed\n\n                                      -22-\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-40225","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\/40225","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=40225"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40225"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40225"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40225"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}