GEORGIA-PACIFIC CORPORATION LONG-TERM INCENTIVE PLAN STOCK SAR AWARD AGREEMENT

 

Ex 10_11(XVII)

 

GEORGIA-PACIFIC CORPORATION

LONG-TERM INCENTIVE PLAN

 

STOCK SAR AWARD AGREEMENT

 

 

THIS AGREEMENT dated as of the Grant Date by and between Georgia-Pacific Corporation and the Participant:

 

W I T N E S S E T H:

 

WHEREAS, Georgia-Pacific Corporation wishes to give the Participant an opportunity to participate in the appreciation in the value of its Common Stock;

 

WHEREAS, the stock SAR award described in this Agreement has been granted pursuant to, and is governed by, the Georgia-Pacific Corporation Long-Term Incentive Plan (the “Plan”);

 

NOW, THEREFORE, Georgia-Pacific Corporation and the Participant hereby agree as follows:

 

1. Definitions. For purposes of this Agreement, the following terms shall be defined as follows:

 

(a) Agent means Equiserve or any other entity designated by the Plan Administrator to act as its administrative service provider.

 

(b) Board of Directors means the Board of Directors of Georgia-Pacific Corporation.

 

(c) Cause means any of the actions or omissions specified in Section 2(d) of the Plan.

 

(d) Change of Control has the meanings specified in Section 11(b) of the Plan.

 

(e) Committee means the Management Development and Compensation Committee of the Board of Directors, or a subcommittee of such Committee, as the same may be constituted from time to time.

 

(f) Corporation means Georgia-Pacific Corporation, its successors and assigns, and any other corporation or other entity, whether foreign or domestic, in which the Corporation has or obtains, directly or indirectly, a proprietary interest of more than twenty percent (20%) by reason of stock ownership or otherwise.

 

(g) Disability means “disability” as defined under the Georgia-Pacific Corporation LifeChoices Plus Benefits Program, Long-Term Disability Plan (whether or not the Participant is covered under such plan).

 

(h) Disability Retirement Date means the later of (i) the day the Participant’s employment with the Corporation ends after the maximum period during which salary continuation benefits from the Corporation because of illness or injury are authorized in accordance with its then-current medical leave policy, but only if the Participant’s Disability continues through that date, or (ii) the day the Participant’s employment with the Corporation ends after the last day of a personal leave of absence immediately following such period of salary continuation, provided, that the Participant has a Disability on such date. If the Participant is involuntarily terminated because of job elimination or facility closure (or other reason approved by the Plan Administrator) while on a paid medical leave based on a Disability or during a personal leave of absence immediately following such medical leave, the Participant will have a Disability Retirement Date on the last day of the maximum period during which salary continuation benefits from the Corporation because of illness or injury would have been authorized in accordance with its then-current medical leave policy if he had not been terminated

 

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(in the case of termination during a medical leave) or on the date of termination (in the case of termination during the personal leave of absence), provided that he still has a Disability on such date.

 

(i) Early Retirement Date means the Participant’s last day of active employment by the Corporation after having attained at least age 55 (but not age 62) and having accrued at least 10 years of service for vesting purposes as determined in accordance with the provisions of the Georgia-Pacific Corporation Salaried 401(k) Plan (or any successor tax-qualified retirement plan maintained for salaried employees of the Corporation).

 

(j) Exercise Value means the Fair Market Value of a share of Georgia-Pacific Stock on the date of exercise.

 

(k) Expiration Date means the tenth anniversary of the Grant Date, unless an earlier Expiration Date is established by operation of Section 5 of this Agreement.

 

(l) Fair Market Value is the mean between the high and low sales prices of a share of Georgia-Pacific Stock on a particular date, as reported in The Wall Street Journal, New York Stock Exchange—Composite Transactions, or as reported in any successor quotation system adopted prospectively for this purpose by the Plan Administrator in its discretion. If the date of determination is not a trading date on the New York Stock Exchange, Fair Market Value shall be determined using the high and low sales prices of a share of Georgia-Pacific Stock on the next preceding trading date. The Fair Market Value of Georgia-Pacific Stock shall be rounded to the nearest whole cent (with 0.5 cent being rounded to the next higher whole cent).

 

(m) Georgia-Pacific Stock means the Corporation’s common stock, par value $0.80 per share.

 

(n) Grant Date means the date set forth on the first page of this Agreement, upon which the SARs described in this Agreement were granted to the Participant.

 

(o) Grant Value means the value set forth on the first page of this Agreement.

 

(p) Normal Retirement Date means the Participant’s last day of active employment by the Corporation after having attained (i) at least age 62 (but not age 65) and at least 10 years

 

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of service for vesting purposes as determined in accordance with the provisions of the Georgia- Pacific Corporation Salaried 401(k) Plan (or any successor tax-qualified retirement plan maintained for salaried employees of the Corporation) or (ii) at least age 65.

 

(q) Plan means the Georgia-Pacific Corporation Long-Term Incentive Plan, as adopted by the Board of Directors on September 17, 1997, and approved by the Corporation’s shareholders on December 16, 1997, and as amended from time to time.

 

(r) Plan Administrator means the Committee, provided, however, that to the extent permitted by the Plan and authorized by the Committee, the Chief Executive Officer of the Georgia-Pacific Corporation may act on behalf of the Committee in executing the duties and responsibilities of the Plan Administrator.

 

(s) Representative means, in the event of the Participant’s Disability, his duly authorized legal guardian or representative; or, in the event of the Participant’s death, his estate, personal representative, or beneficiary as designated pursuant to Section 6(e).

 

(t) Tax-Related Items means all tax, social insurance and payroll tax that may arise and fall due in relation to the grant, vesting or exercise of the SARs granted under this Agreement.

 

(u) Vesting Date means any one of the dates upon which SARs granted to the Participant under this Agreement become exercisable in accordance with this Agreement.

 

2. SAR Grant. Subject to the terms and conditions of this Agreement, the Corporation hereby grants a stock SAR award to the Participant with respect to the number of SAR Units set forth on the first page of this Agreement.

 

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3. Vesting.

 

(a) Regular Vesting. Except as stated in Sections 3(b) and 3(c) of this Agreement, the Participant shall become vested in a percentage of his or her total SAR Units under this SAR grant in accordance with the following schedule:

 

 

The number of SAR Units granted to the Participant under this Agreement which become vested on a Vesting Date in accordance with the above schedule will be determined by multiplying his or her total SAR Units by the percentage specified in the above schedule, and then rounding the resulting number up to the nearest whole number, provided that the aggregate number of the Participant’s vested SAR Units under this Agreement shall not exceed his or her total SAR Units.

 

(b) Accelerated Vesting. Notwithstanding the vesting schedule specified in Section 3(a) of this Agreement, 100% of a Participant’s total SAR Units shall become fully vested upon the earliest to occur of the following Vesting Dates:

 

(i)

the Participant’s Normal Retirement Date;

 

(ii)

the Participant’s Disability Retirement Date;

 

(iii)

the date of the Participant’s death prior to his termination of employment from the Corporation;

 

(iv)

the date of a Change of Control; or

 

(v)

subject to the approval of the Corporation, the Participant’s Early Retirement Date or the date of the Participant’s involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Corporation; provided that the approval of the

 

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