\n (S) 1. PURPOSE………………………………………… 1<\/p>\n (S) 2. DEFINITIONS……………………………………… 1<\/p>\n
2.1. G-P………………………………………… 1
\n 2.2. Market Price………………………………… 1
\n 2.3. Outside Director…………………………….. 1
\n 2.4. Plan……………………………………….. 1
\n 2.5. Retirement………………………………….. 1
\n 2.6. Restriction Period…………………………… 2
\n 2.7. Stock………………………………………. 2
\n Prior to December 17, 1997……………………. 2
\n On and After December 17, 1997………………… 2<\/p>\n
(S) 3. STOCK GRANTS……………………………………… 3<\/p>\n
3.1. Available Shares…………………………….. 3
\n 3.2. Grants……………………………………… 3
\n (a) Annual Grants…………………………… 3
\n (i) May 3, 1995………………………. 3
\n (ii) May 15, 1996……………………… 3
\n (iii) May 15, 1997……………………… 3
\n (iv) May 15, 1998 and Thereafter………… 4
\n (b) Prorated Grants…………………………. 4
\n (i) Proration………………………… 4
\n (ii) Number of Shares………………….. 4
\n 3.2A Special Grant Upon Conversion of Retirement Benefit 5
\n 3.3. No Transfer or Other Disposition………………. 5
\n 3.4. Dividends, Voting and Other Rights…………….. 5
\n 3.5. Forfeiture………………………………….. 5
\n 3.6 Distribution of Shares Upon Lapse of Restriction… 6<\/p>\n
(S) 4. MISCELLANEOUS…………………………………….. 7<\/p>\n
4.1 Administration………………………………. 7
\n 4.2. References………………………………….. 7
\n 4.3 Construction………………………………… 7<\/p>\n
<\/c><\/s><\/caption>\n<\/table>\n
4.4. Stock Transfer………………………………. 7
\n 4.5. Shareholder Approval…………………………. 8
\n 4.6. Amendment…………………………………… 8
\n 4.7. Termination…………………………………. 8<\/p>\n
2<\/p>\n
(S) 1.<\/p>\n
PURPOSE
\n ——-<\/p>\n
The purpose of this Plan is to help Georgia-Pacific Corporation (“G-
\nP”) attract and retain well qualified individuals as Outside Directors (as
\ndefined below) and to align their interests more closely with the interests of
\nG-P’s other shareholders through annual grants of Stock to each Outside
\nDirector.<\/p>\n
(S) 2.<\/p>\n
DEFINITIONS
\n ———–<\/p>\n
2.1. G-P. The term “G-P” shall mean Georgia-Pacific Corporation, a
\n —
\nGeorgia corporation.<\/p>\n
2.2. Market Price. The term “Market Price” shall mean the mean
\n ————
\nbetween the high and the low sales price for a share of Stock for a day as
\nreported for such day in the record of Composite Transactions for the New York
\nStock Exchange and printed in The Wall Street Journal or, if there is no such
\n ———————–
\nreport for such day, such prices as so reported and printed for the last trading
\nday before such day.<\/p>\n
2.3. Outside Director. The term “Outside Director” shall mean a
\n —————-
\nmember of the Board of Directors of G-P who is not an employee of G-P or a G-P
\nsubsidiary.<\/p>\n
2.4. Plan. The term “Plan” shall mean this Georgia-Pacific
\n —-
\nCorporation Outside Directors Stock Plan, as such plan may be amended and in
\neffect from time to time.<\/p>\n
2.5. Retirement. The term “Retirement” shall mean the termination of
\n ———-
\nan Outside Director’s status as such (a) because the Outside Director has
\nreached the mandatory retirement age for a director under G-P’s policy for
\ndirectors as in effect when he or she reaches<\/p>\n
such age, (b) because the Outside Director is not renominated by the Governance
\nCommittee for an additional term as a Director, (c) due to the Outside
\nDirector’s taking a position with, or providing services to, a governmental,
\ncharitable or educational institution whose policies prohibit the Outside
\nDirector from continuing to serve as a director for G-P or (d) due to a
\ndetermination by the Plan Administrator (as defined in Section 4.1) that the
\nOutside Director cannot continue as such without violating applicable law.<\/p>\n
2.6. Restriction Period. The term “Restriction Period” for any
\n ——————
\nshares of Stock granted under (S) 3.2 to an Outside Director shall mean the
\nperiod which begins on the date of such grant under (S) 3.2 and which ends on
\nthe earlier of (a) the Outside Director’s date of death or (b) six months after
\nthe date on which an Outside Director’s status as such terminates at G-P’s
\nrequest as a result of a disability or his or her Retirement.<\/p>\n
2.7. Stock.
\n —–
\n (a) Prior to December 17, 1997. Prior to December 17, 1997, the term
\n ————————–
\n“Stock” shall mean G-P common stock, par value $0.80.<\/p>\n
(b) On and After December 17, 1997. On and after December 17, 1997,
\n ——————————
\nthe term “Stock” shall refer to each of the two classes of common stock issued
\nby G-P, viz. Georgia-Pacific Corporation – Georgia-Pacific Group Common Stock,
\npar value $0.80 (“Group Stock”) and Georgia-Pacific Corporation – Timber Group
\nCommon Stock, par value $0.80 (“Timber Stock”).<\/p>\n
-2-<\/p>\n
(S) 3.<\/p>\n
STOCK GRANTS
\n ————<\/p>\n
3.1. Available Shares. G-P shall make 200,000 shares of Stock (as
\n —————-
\ndefined prior to December 17, 1997) available for Stock grants under this Plan
\nfrom G-P’s authorized but unissued Stock; provided, however, that as a
\nconsequence of the approval of the Letter Stock Transaction by the shareholders
\non December 16, 1997, on and after December 17, 1998, the available shares shall
\nconsist of 200,000 shares of Group Stock and 200,000 shares of Timber Stock.<\/p>\n
3.2 Grants.
\n ——
\n (a) Annual Grants.
\n ————- <\/p>\n
(i) May 3, 1995. Each person who is an Outside Director on
\n ———–
\n May 3, 1995 shall be granted 200 shares of Stock subject to the terms and
\n conditions set forth in this Plan.<\/p>\n
(ii) May 15, 1996. Each person who is an Outside Director on
\n ————
\n May 15, 1996 shall be granted a number of shares of Stock subject to the
\n terms and conditions set forth in this Plan, which number shall be
\n determined by dividing $15,000 by the Market Price of a share of Stock on
\n such date and rounding the resulting number to the nearest whole share of
\n Stock.<\/p>\n
(iii) May 15, 1997. Each person who is an Outside Director on
\n ————
\n May 15, 1997 shall be granted a number of shares of Stock subject to the
\n terms and conditions set forth in this Plan, which number shall be
\n determined by dividing $40,000 by the Market Price of a share of Stock on
\n such date and rounding the resulting number to the nearest whole share of
\n Stock.<\/p>\n
-3-<\/p>\n
(iv) May 15, 1998 and thereafter. Each person who is an Outside
\n —————————
\n Director on May 15, 1998 or on May 15 of any subsequent year shall (so long
\n as a sufficient number of shares of Group Stock and Timber Stock remain
\n available for grants under Section 3.1) be granted a number of shares of
\n Group Stock and an equal number of shares of Timber Stock subject to the
\n terms and conditions set forth in this Plan, which number shall be
\n determined by dividing $40,000 by the sum of the Market Prices of a share
\n of Group Stock and a share of Timber Stock on such date and rounding the
\n resulting number to the nearest whole share.<\/p>\n
(b) Prorated Grants. If in any calendar year, a person is initially
\n —————
\nelected as an Outside Director after May 15 of such year but prior to May 1 of
\nthe next following calendar year, he or she shall be granted a prorated grant of
\nGroup Stock and Timber Stock (so long as a sufficient number of shares of Stock
\nremain available for grants under Section 3.1). Stock granted under this
\nSection 3.2(b) shall be subject to the terms and conditions of this Plan. The
\nnumber of shares of Group Stock and of Timber Stock in any prorated grant shall
\nbe determined as follows:<\/p>\n
(i) Proration. Multiply $40,000 by a fraction, the numerator
\n ———
\n of which is the number of calendar months (if any) in the period commencing
\n on the date the Outside Director was elected to the Board and ending on
\n April 30 of the next following calendar year, and the denominator of which
\n is 12.<\/p>\n
(ii) Number of Shares. Divide the result in paragraph (i) by
\n —————-
\n the sum of the Market Prices of a share of Group Stock and a share of
\n Timber Stock on the later of the date the Outside Director is initially
\n elected to the Board and July 30, 1998 (the “Stock Price Date”), and round
\n the resulting number to the nearest whole share.<\/p>\n
-4-<\/p>\n
Prorated grants under this Section 3.2(b) shall be effective as of the Stock
\nPrice Date for such grant as defined in Section 3.2(b)(ii).<\/p>\n
3.2A. Special Grant Upon Conversion of Retirement Benefit. In the
\n —————————————————
\nevent that, pursuant to Section 8.3 of the Georgia-Pacific Corporation Directors
\nRetirement Program (the “Retirement Plan”), an Outside Director participating in
\nthis Plan waives in writing all rights with respect to his\/her accrued
\nretirement benefit under the Retirement Plan prior to May 15, 1997, such Outside
\nDirector shall receive on May 15, 1997 a special grant of Stock under this Plan
\nin consideration of such waiver. The number of shares of Stock comprising such
\nspecial grant shall be the number of shares computed in accordance with the
\nprocedures specified in Section 8.3 of the Retirement Plan, and such shares
\nshall be subject to all the same terms and conditions as any other shares
\ngranted under this Plan.<\/p>\n
3.3. No Transfer or Other Disposition. An Outside Director shall not
\n ——————————–
\nhave the right to sell, transfer, assign, pledge or otherwise encumber or
\ndispose of any shares of Stock granted under this Plan during the Restriction
\nPeriod with respect to such Stock and, during such Restriction Period, G-P shall
\nretain custody of the certificate which represents such Stock.<\/p>\n
3.4. Dividends, Voting and Other Rights. Except as set forth in (S)
\n ———————————-
\n3.3, an Outside Director shall have the entire beneficial interest in the shares
\nof Stock granted to him or to her under (S) 3.2 and shall have all the rights
\nand privileges of a shareholder with respect to such shares of Stock, including
\nthe right to receive dividends on such Stock and to vote such Stock.<\/p>\n
3.5. Forfeiture. If an Outside Director’s status as such terminates
\n ———-
\nfor any reason other than his or her death, his or her Retirement or at G-P’s
\nrequest as a result of a disability, he or she shall forfeit all shares of Stock
\ngranted to him or her under this Plan and all<\/p>\n
-5-<\/p>\n
of his or her rights and privileges as a shareholder with respect to such Stock
\nimmediately shall terminate.<\/p>\n
3.6. Distribution of Shares Upon Lapse of Restriction. Upon the
\n ————————————————
\ntermination of an Outside Director’s Restriction Period, the shares of Stock
\ngranted to him\/her shall be issued to him\/her without any restrictive legend
\nrelating to this Plan, provided, however, that an Outside Director may elect to
\nhave his\/her Stock distributed in three equal annual installments, the first of
\nwhich shall be made on the date his\/her Restriction Period ends with an
\nadditional installment on each of the next two anniversaries of that date. The
\namount of the first installment shall be 1\/3 of the shares of Stock attributable
\nto all grants theretofore made to the Outside Director under this Plan (rounded
\nup to the next whole share); the amount of the second installment shall be 1\/2
\nof the then remaining shares of Stock attributable to all grants theretofore
\nmade to the Outside Director under this Plan (rounded up to the next whole
\nshare); and the amount of the last installment shall be all the then remaining
\nshares of Stock attributable to all grants theretofore made to the Outside
\nDirector under this Plan (rounded up to the next whole share). Stock subject to
\na 3-year distribution election under this Section 3.6 and not yet distributed
\nwill continue to be subject to the terms and conditions of this Plan until
\ndistributed. An election under this Section 3.6 must be in writing in a form
\nacceptable to the Plan Administrator and must be actually received by the Plan
\nAdministrator prior to the date on which time during the period during which the
\nelection may be made, but becomes irrevocable upon the expiration of the
\nelection period. In the event of the death of the electing Outside Director
\nunder circumstances requiring a distribution or a continuing distribution of
\nStock from this Plan on his\/her behalf, such distribution shall be made to the
\nOutside Director’s estate unless the Outside<\/p>\n
-6-<\/p>\n
Director has specified in writing (on a form acceptable to and actually received
\nby the Plan Administrator prior to his\/her death) an alternative beneficiary.<\/p>\n
(S) 4.<\/p>\n
MISCELLANEOUS
\n ————-<\/p>\n
4.1. Administration. The Governance Committee of G-P’s Board of
\n ————–
\nDirectors (or any successor to such committee) shall be the administrator of
\nthis Plan and shall have the power to interpret this Plan and be responsible for
\nthe operation and administration of this Plan. The Governance Committee shall
\ninterpret this Plan and operate and administer this Plan in a manner which shall
\nqualify the grants of Stock made to Outside Directors under this Plan for an
\nexemption under Rule 16b-3 promulgated under Section 16(b) of the Securities
\nExchange Act of 1934, as amended from time to time.<\/p>\n
4.2. References. All references made to sections under this Plan
\n ———-
\nshall be to sections of this Plan.<\/p>\n
4.3. Construction. The headings and subheadings in this Plan have
\n ————
\nbeen included for convenience of reference only. This Plan shall be governed by
\nand construed in accordance with the laws of the State of Georgia.<\/p>\n
4.4. Stock Transfer. If any Stock issued under this Plan has not
\n ————–
\nbeen registered under any applicable federal or state securities laws at the
\ntime such Stock is issued, G-P shall have the right, as a condition to the
\nissuance of such Stock, to require the Outside Director to make such
\nrepresentations or take such other or additional action to satisfy any
\nrequirements of, or any exemptions to, any applicable state or federal
\nsecurities laws respecting such issuance as G-P deems necessary or appropriate
\nunder the circumstances, and no such<\/p>\n
-7-<\/p>\n
issuance shall be made under this Plan until such condition or conditions have
\nbeen satisfied to G-P’s satisfaction in full.<\/p>\n
4.5. Shareholder Approval. This Plan shall be null and void if G-P’s
\n ——————–
\nshareholders fail to approve this Plan at a duly called meeting of such
\nshareholders held on or before May 1, 1996, and any grant of Stock under this
\nPlan before the date of such approval shall be made subject to such approval.<\/p>\n
4.6. Amendment. The Board of Directors of G-P may amend this Plan
\n ———
\nfrom time to time, provided, however, that no such amendment shall be made to
\nthis Plan more often than once every six months (other than to comply with the
\nrequirements of the Internal Revenue Code of 1986 or other applicable law, as
\namended, and any related rules or regulations), and no amendment shall become
\neffective absent the approval of G-P’s shareholders if the effect of such
\namendment would be to<\/p>\n
(a) increase the number of securities which may be issued under this
\n Plan, or<\/p>\n
(b) materially modify the requirements as to eligibility for
\n participation in this Plan.<\/p>\n
4.7. Termination. The Board of Directors of G-P shall have the right
\n ———–
\nto terminate this Plan at any time, provided that the Plan shall continue in
\naccordance with its terms in effect immediately prior to such termination with
\nrespect to grants made prior to the date such termination is approved by the
\nBoard of Directors.<\/p>\n
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