Special Vesting. This option grant (or the portion designated below in Section 3(c)) shall vest and become exercisable under the circumstances and subject to the terms and conditions specified in this Section 3 (subject to the provisions of Section 5): (a) Notwithstanding anything in Sections 2 or 4 to the contrary, the performance-based vesting provisions of subsections (a), (b) and (c) of Section 2 shall operate to vest this option grant to the extent that it remains outstanding when the Optionee retires (as defined in Section 3(b)(i)), dies or becomes disabled (as defined in Section 3(b)(iii)) prior to its Vesting Date even if such vesting occurs after the termination of the Optionee's employment with the Corporation and its Subsidiaries. (b) Notwithstanding anything in Sections 2 or 4 to the contrary, if this option grant is not vested pursuant to the performance- based vesting standards of subsections (a), (b) and (c) of Section 2 or another provision of this Agreement, it will vest in the circumstances and on the date specified in paragraphs (i) through (iii) below to the extent permitted by the schedule set forth in Section 3(c): (i) If the Optionee terminates employment with the Corporation and its Subsidiaries after attaining age 65 or age 55 and 10 years of service for vesting purposes under the Georgia-Pacific Corporation Savings and Capital Growth Plan (other than a termination for Cause), on the later of his/her retirement date or the 5th anniversary of the Grant Date; (ii) If the Optionee dies, on the later of his/her date of death or the 5th anniversary of the Grant Date; or (iii) If the Optionee becomes totally disabled as defined under the Georgia-Pacific Corporation Salaried Long-Term Disability Plan (whether or not the Optionee actually participates in that plan), as determined by the Plan Administrator in its sole discretion, on the later of his/her date of termination of employment with the Corporation and its Subsidiaries because of such disability or the 5th anniversary of the Grant Date. (c) If the Optionee becomes entitled to special vesting in accordance with Section 3(b) above, this option grant, if then still outstanding, will vest as of the applicable date specified in Section 3(b) to the extent indicated in paragraphs (i) through (iii) below: (i) If the special vesting event described in Section 3(b)(i) through (iii) occurs prior to the 5th anniversary of the Grant Date of this option grant (which has not otherwise vested), 50% of this option grant will vest and 50% will be forfeited. (ii) If special vesting described in Section 3(b)(i) through (iii) occurs on or after the 5th anniversary, but prior to the 6th anniversary, of the Grant Date of this option grant (which has not otherwise vested), 60% of this option grant will vest and 40% will be forfeited. (iii) If special vesting described in Section 3(b)(i) through (iii) occurs on or after the 6th anniversary, but prior to the 7th anniversary, of the Grant Date of this option grant (which has not otherwise vested), 70% of this option grant will vest and 30% will be forfeited. (iv) If special vesting described in Section 3(b)(i) through (iii) occurs on or after the 7th anniversary, but prior to the 8th anniversary, of the Grant Date of this option grant (which has not otherwise vested), 80% of this option grant will vest and 20% will be forfeited. (v) If special vesting described in Section 3(b)(i) through (iii) occurs on or after the 8th anniversary, but prior to the 9th anniversary, of the Grant Date of this option grant (which has not otherwise vested), 90% of this option grant will vest and 10% will be forfeited. (vi) If special vesting described in Section 3(b)(i) through (iii) occurs on or after the 9th anniversary of the Grant Date of this option grant (which has not otherwise vested), 100% of this option grant will vest. (d) The special vesting dates specified in this Section 3 shall be considered Vesting Dates for purposes of this Agreement. (e) If this option grant vests pursuant to Section 3(a), it may be exercised at any time on or after its Vesting Date and prior to the 10th anniversary of its Grant Date (not inclusive). If this option grant (or any portion thereof) vests pursuant to Section 3(b), it may be exercised (to the extent it has vested) at any time on or after its Vesting Date and prior to the 183rd day following its Vesting Date (not inclusive) or, if earlier, prior to the 10th anniversary of its Grant Date (not inclusive). 4. RESTRICTIONS/FORFEITURE RULES. This option grant will be subject to the following restrictions and forfeiture rules: (a) Subject to Section 3, if the Optionee's employment with the Corporation and its Subsidiaries is terminated for any reason prior to the Vesting Date for this option grant (or any portion thereof), the Optionee shall forfeit all rights with respect to this option grant, and this Agreement shall be null, void and of no effect as of the date his/her employment terminates. (b) This option grant shall be nontransferable and may not be sold, hypothecated or otherwise assigned or conveyed by the Optionee to any party; provided that in the event of the incapacity (as determined by the Plan Administrator) or death of the Optionee, his/her attorney-in-fact pursuant to a valid power of attorney giving general or specific authority to make elections with respect to this option grant, his/her court-appointed guardian or the custodian of his/her affairs or the executor or administrator of his/her estate (as the case may be) may exercise any rights with respect to this option grant that the Participant could have exercised if he/she were still alive or not incapacitated. No assignment or transfer of this option or the rights represented thereby, whether voluntary, involuntary, or by operation of law or otherwise, except by will or the laws of descent and distribution, shall vest in the assignee or transferee any interest or right herein whatsoever, and immediately upon any attempt to assign or transfer this option, this option shall terminate and be of no force or effect. Notwithstanding anything in this subsection (b) to the contrary, an Optionee may designate a person or persons to receive, in the event of his death, any rights to which he would be entitled under this Option Agreement. Such a designation shall be made in writing, and filed with the Corporation's Treasurer's Department. A beneficiary designation may be changed or revoked by an Optionee at any time by filing a written statement of such change or revocation with the Corporation's Treasurer's Department. No beneficiary designation or change of beneficiary designation will be effective until actually received by the Corporation's
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Samples: Georgia Pacific Corp, Georgia Pacific Corp
Special Vesting. This option grant (or the portion designated below in Section 3(c)) shall vest and become exercisable under the circumstances and subject to the terms and conditions specified in this Section 3 (subject to the provisions of Section 5): (a) Notwithstanding anything in Sections 2 or 4 to the contrary, the performance-based vesting provisions of subsections (a), (b) and (c) of Section 2 shall operate to vest this option grant to the extent that it remains outstanding when the Optionee retires (as defined in Section 3(b)(i)), dies or becomes disabled (as defined in Section 3(b)(iii)) prior to its Vesting Date even if such vesting occurs after the termination of the Optionee's employment with the Corporation and its Subsidiaries. (b) Notwithstanding anything in Sections 2 or 4 to the contrary, if this option grant is not vested pursuant to the performance- based vesting standards of subsections (a), (b) and (c) of Section 2 or another provision of this Agreement, it will vest in the circumstances and on the date specified in paragraphs (i) through (iii) below to the extent permitted by the schedule set forth in Section 3(c): (i) If the Optionee terminates employment with the Corporation and its Subsidiaries after attaining age 65 or age 55 and 10 years of service for vesting purposes under the Georgia-Pacific Corporation Savings and Capital Growth Plan (other than a termination for Cause), on the later of his/her retirement date or the 5th anniversary of the Grant Date; (ii) If the Optionee dies, on the later of his/her date of death or the 5th anniversary of the Grant Date; or (iii) If the Optionee becomes totally disabled as defined under the Georgia-Pacific Corporation Salaried Long-Term Disability Plan (whether or not the Optionee actually participates in that plan), as determined by the Plan Administrator in its sole discretion, on the later of his/her date of termination of employment with the Corporation and its Subsidiaries because of such disability or the 5th anniversary of the Grant Date. (c) If the Optionee becomes entitled to special vesting in accordance with Section 3(b) above, this option grant, if then still outstanding, will vest as of the applicable date specified in Section 3(b) to the extent indicated in paragraphs (i) through (iii) below: (i) If the special vesting event described in Section 3(b)(i) through (iii) occurs prior to the 5th anniversary of the Grant Date of this option grant (which has not otherwise vested), 50% of this option grant will vest and 50% will be forfeited. (ii) If special vesting described in Section 3(b)(i) through (iii) occurs on or after the 5th anniversary, but prior to the 6th anniversary, of the Grant Date of this option grant (which has not otherwise vested), 60% of this option grant will vest and 40% will be forfeited. (iii) If special vesting described in Section 3(b)(i) through (iii) occurs on or after the 6th anniversary, but prior to the 7th anniversary, of the Grant Date of this option grant (which has not otherwise vested), 70% of this option grant will vest and 30% will be forfeited. (iv) If special vesting described in Section 3(b)(i) through (iii) occurs on or after the 7th anniversary, but prior to the 8th anniversary, of the Grant Date of this option grant (which has not otherwise vested), 80% of this option grant will vest and 20% will be forfeited. (v) If special vesting described in Section 3(b)(i) through (iii) occurs on or after the 8th anniversary, but prior to the 9th anniversary, of the Grant Date of this option grant (which has not otherwise vested), 90% of this option grant will vest and 10% will be forfeited. (vi) If special vesting described in Section 3(b)(i) through (iii) occurs on or after the 9th anniversary of the Grant Date of this option grant (which has not otherwise vested), 100% of this option grant will vest. (d) The special vesting dates specified in this Section 3 shall be considered Vesting Dates for purposes of this Agreement. (e) If this option grant vests pursuant to Section 3(a), it may be exercised at any time on or after its Vesting Date and prior to the 10th anniversary of its Grant Date (not inclusive). If this option grant (or any portion thereof) vests pursuant to Section 3(b), it may be exercised (to the extent it has vested) at any time on or after its Vesting Date and prior to the 183rd day following its Vesting Date (not inclusive) or, if earlier, prior to the 10th anniversary of its Grant Date (not inclusive). 4. RESTRICTIONS/FORFEITURE RULES. This option grant will be subject to the following restrictions and forfeiture rules: (a) Subject to Section 3, if the Optionee's employment with the Corporation and its Subsidiaries is terminated for any reason prior to the Vesting Date for this option grant (or any portion thereof), the Optionee shall forfeit all rights with respect to this option grant, and this Agreement shall be null, void and of no effect as of the date his/her employment terminates. (b) This option grant shall be nontransferable and may not be sold, hypothecated or otherwise assigned or conveyed by the Optionee to any party; provided that in the event of the incapacity (as determined by the Plan Administrator) or death of the Optionee, his/her attorney-in-fact pursuant to a valid power of attorney giving general or specific authority to make elections with respect to this option grant, his/her court-appointed guardian or the custodian of his/her affairs or the executor or administrator of his/her estate (as the case may be) may exercise any rights with respect to this option grant that the Participant could have exercised if he/she were still alive or not incapacitated. No assignment or transfer of this option or the rights represented thereby, whether voluntary, involuntary, or by operation of law or otherwise, except by will or the laws of descent and distribution, shall vest in the assignee or transferee any interest or right herein whatsoever, and immediately upon any attempt to assign or transfer this option, this option shall terminate and be of no force or effect. Notwithstanding anything in this subsection (b) to the contrary, an Optionee may designate a person or persons to receive, in the event of his death, any rights to which he would be entitled under this Option Agreement. Such a designation shall be made in writing, and filed with the Corporation's Treasurer's Department. A beneficiary designation may be changed or revoked by an Optionee at any time by filing a written statement of such change or revocation with the Corporation's Treasurer's Department. No beneficiary designation or change of beneficiary designation will be effective until actually received by the Corporation's's Treasurer's Department. If an Optionee fails to designate a beneficiary (or the beneficiary predeceases the Optionee), this subsection (b) will apply without regard to the provisions relating to the designation of a beneficiary. (c) The Optionee shall not be deemed to be a shareholder of the Corporation - and shall have no rights as a stockholder - with respect to the shares covered by this option grant until the date (i) such shares have been issued or transferred to him/her and (ii) payment in full for such shares has been received by the Corporation as provided in this Agreement. No adjustment shall be made for dividends or other rights for which the record date is prior to the date of such issuance or transfer. (d) To the extent that this option grant is vested, but not exercised during the period provided for its exercise under this Agreement, the Participant shall forfeit all rights with respect to this option grant and this Agreement shall expire as of the close of the last day of the prescribed exercise period. 5.
Appears in 1 contract
Special Vesting. This option grant (or the portion designated below in Section 3(c)) shall vest and become exercisable under the circumstances and subject to the terms and conditions specified in this Section 3 (subject to the provisions of Section 5): (a) Notwithstanding anything in Sections 2 or 4 to the contrary, the performance-based vesting provisions of subsections (a), (b) and (c) of Section 2 shall operate to vest this option grant to the extent that it remains outstanding when the Optionee retires (as defined in Section 3(b)(i)), dies or becomes disabled (as defined in Section 3(b)(iii)) prior to its Vesting Date even if such vesting occurs after the termination of the Optionee's employment with the Corporation and its Subsidiaries. (b) Notwithstanding anything in Sections 2 or 4 to the contrary, if this option grant is not vested pursuant to the performance- based vesting standards of subsections (a), (b) and (c) of Section 2 or another provision of this Agreement, it will vest in the circumstances and on the date specified in paragraphs (i) through (iii) below to the extent permitted by the schedule set forth in Section 3(c): (i) If the Optionee terminates employment with the Corporation and its Subsidiaries after attaining age 65 or age 55 and 10 years of service for vesting purposes under the Georgia-Pacific Corporation Savings and Capital Growth Plan (other than a termination for Cause), on the later of his/her retirement date or the 5th anniversary of the Grant Date; (ii) If the Optionee dies, on the later of his/her date of death or the 5th anniversary of the Grant Date; or (iii) If the Optionee becomes totally disabled as defined under the Georgia-Pacific Corporation Salaried Long-Term Disability Plan (whether or not the Optionee actually participates in that plan), as determined by the Plan Administrator in its sole discretion, on the later of his/her date of termination of employment with the Corporation and its Subsidiaries because of such disability or the 5th anniversary of the Grant Date. (c) If the Optionee becomes entitled to special vesting in accordance with Section 3(b) above, this option grant, if then still outstanding, will vest as of the applicable date specified in Section 3(b) to the extent indicated in paragraphs (i) through (iii) below: (i) If the special vesting event described in Section 3(b)(i) through (iii) occurs prior to the 5th anniversary of the Grant Date of this option grant (which has not otherwise vested), 50% of this option grant will vest and 50% will be forfeited. (ii) If special vesting described in Section 3(b)(i) through (iii) occurs on or after the 5th anniversary, but prior to the 6th anniversary, of the Grant Date of this option grant (which has not otherwise vested), 60% of this option grant will vest and 40% will be forfeited. (iii) If iii)If special vesting described in Section 3(b)(i) through (iii) occurs on or after the 6th anniversary, but prior to the 7th anniversary, of the Grant Date of this option grant (which has not otherwise vested), 70% of this option grant will vest and 30% will be forfeited. (iv) If special vesting described in Section 3(b)(i) through (iii) occurs on or after the 7th anniversary, but prior to the 8th anniversary, of the Grant Date of this option grant (which has not otherwise vested), 80% of this option grant will vest and 20% will be forfeited. (v) If special vesting described in Section 3(b)(i) through (iii) occurs on or after the 8th anniversary, but prior to the 9th anniversary, of the Grant Date of this option grant (which has not otherwise vested), 90% of this option grant will vest and 10% will be forfeited. (vi) If special vesting described in Section 3(b)(i) through (iii) occurs on or after the 9th anniversary of the Grant Date of this option grant (which has not otherwise vested), 100% of this option grant will vest. (d) The special vesting dates specified in this Section 3 shall be considered Vesting Dates for purposes of this Agreement. (e) If this option grant vests pursuant to Section 3(a), it may be exercised at any time on or after its Vesting Date and prior to the 10th anniversary of its Grant Date (not inclusive). If this option grant (or any portion thereof) vests pursuant to Section 3(b), it may be exercised (to the extent it has vested) at any time on or after its Vesting Date and prior to the 183rd day following its Vesting Date (not inclusive) or, if earlier, prior to the 10th anniversary of its Grant Date (not inclusive). 4. RESTRICTIONS/FORFEITURE RULES. This option grant will be subject to the following restrictions and forfeiture rules: (a) Subject to Section 3, if the Optionee's employment with the Corporation and its Subsidiaries is terminated for any reason prior to the Vesting Date for this option grant (or any portion thereof), the Optionee shall forfeit all rights with respect to this option grant, and this Agreement shall be null, void and of no effect as of the date his/her employment terminates. (b) This option grant shall be nontransferable and may not be sold, hypothecated or otherwise assigned or conveyed by the Optionee to any party; provided that in the event of the incapacity (as determined by the Plan Administrator) or death of the Optionee, his/her attorney-in-fact pursuant to a valid power of attorney giving general or specific authority to make elections with respect to this option grant, his/her court-appointed guardian or the custodian of his/her affairs or the executor or administrator of his/her estate (as the case may be) may exercise any rights with respect to this option grant that the Participant could have exercised if he/she were still alive or not incapacitated. No assignment or transfer of this option or the rights represented thereby, whether voluntary, involuntary, or by operation of law or otherwise, except by will or the laws of descent and distribution, shall vest in the assignee or transferee any interest or right herein whatsoever, and immediately upon any attempt to assign or transfer this option, this option shall terminate and be of no force or effect. Notwithstanding anything in this subsection (b) to the contrary, an Optionee may designate a person or persons to receive, in the event of his death, any rights to which he would be entitled under this Option Agreement. Such a designation shall be made in writing, and filed with the Corporation's Treasurer's Department. A beneficiary designation may be changed or revoked by an Optionee at any time by filing a written statement of such change or revocation with the Corporation's Treasurer's Department. No beneficiary designation or change of beneficiary designation will be effective until actually received by the Corporation's
Appears in 1 contract
Samples: Georgia Pacific Corp
