EXECUTIVE RETIREMENT AGREEMENT
THIS AGREEMENT entered into this day of , 19 , and becoming
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effective as of the day of , 199 .between GEORGIA-PACIFIC CORPORATION, a
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Georgia corporation, having its principal office in Atlanta, Georgia
(hereinafter referred to as "G-P"), and (hereinafter referred to as
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"Employee");
WITNESSETH:
WHEREAS, Employee is and will be rendering valuable services to G-P and its
subsidiaries, and G-P desires to receive the benefit of Employee's continued
loyalty, service and counsel and to assist Employee in providing for the
contingencies of death, disability and old age dependency;
IT IS HEREBY AGREED:
1. General.
Provided that the eligibility conditions of continued employment of
Employee by G-P and/or its subsidiaries as set forth in Paragraphs 2 through 7
of this Agreement are met, G-P agrees to make monthly payments ("Retirement
Payments") to Employee or to Employee's surviving spouse as hereinafter
provided.
2. Normal Retirement.
(a) Employee will be eligible for Normal Retirement as of the date the
Employee's employment terminates after attaining age sixty-five (65) after
continuous service with G-P and/or its subsidiaries (as defined in Paragraph 8)
from the date of this Agreement (or any predecessor agreement described in
Paragraph 17).
(b) If Employee is eligible for such payments under Paragraph 2(a),
Retirement Payments to Employee upon Normal Retirement shall commence on the
first day of the month following the last day for which the Employee receives
either vacation pay or base salary after termination of employment with G-P and
its subsidiaries ("pay-through date"). Such payments shall continue monthly on
the first day of each month during the lifetime of the Employee and, subject to
the survivor annuity provisions of Paragraph 7, shall end with the payment for
the month of his or her death.
(c) The monthly Retirement Payment to Employee if eligible for Normal
Retirement under Paragraph 2(a) shall be calculated as follows:
(1) Fifty percent (50%) of the Employee's average monthly cash salary
(as defined below), including any cash salary which he or she elected to
defer, for the last forty-eight (48) full calendar months of his or her
employment by G-P and/or its subsidiaries (or, if fewer, all full calendar
months of his or her employment with G-P and/or its subsidiaries which
immediately precede termination of such employment);
(2) Less, the annuity equivalent (as defined below) of benefits, if
any, payable to or on behalf of Employee under all other retirement
compensation plans maintained by G-P and/or its subsidiaries (as defined
below), which are attributable to contributions made by G-P and/or its
subsidiaries (excluding any cash salary which he or she elected to defer
under such plans). For purposes of this paragraph the following terms are
defined as follows:
(A) "Cash salary" - shall mean base salary and annual management
incentive bonuses only and excludes without limitation deferred compensation
under any long-term incentive program, bonuses for purpose of offsetting
taxation and any other incentive compensation; provided that annual management
incentive bonuses shall be counted in the year(s) or partial year(s) With
respect to which they are earned (rather than in the year of payment) and shall
be prorated for partial years (if not already prorated to reflect partial year
participation) included in the forty-eight (48) month averaging period and
provided, further, that if the annual management incentive bonus amount with
respect to any part of that period is unavailable at the time Retirement
Payments are to commence, an estimated benefit will be paid based on the
available compensation data, subject to a retroactive adjustment when final data
are available.
(B) "Annuity equivalent" - of a given benefit shall mean the actuarial
equivalent, single life (in the case of an Employee who is single when benefits
commence) or joint and fifty percent (50%) survivor annuity (in all other
situations) determined as of the Employee's last day worked for G-P or its
subsidiaries ("Employee's last day worked") using (without limitation) the
then applicable actuarial equivalence factors adopted for the Georgia-Pacific
Corporation Salaried Employees Retirement Plan (the "SERP"), statutory
restrictions on qualified plan benefits as in effect on the Employee's last day
worked and the methods and assumptions which were published and used by the
Pension Benefit Guaranty Corporation for plan terminations occurring during the
first month of the calendar quarter during which Employee's last day worked
occurs; provided however that notwithstanding the foregoing, if the Employee
elects to retain his or her SERP benefits in that plan after the Employee's last
day worked and the amount of those benefits is increased due to adjustments in
the statutory restrictions on qualified plan benefits between the Employee's
last day worked and the date of distribution of his or her SERP benefits, the
Employee's benefits under this Agreement will be recalculated with respect to
the first payment due after the date of the SERP distribution (and all future
payments) solely to reflect the greater offset necessitated by the above-
described increase in the SERP benefit; and provided further that with respect
to benefits under retirement compensation plans maintained by G-P and/or its
subsidiaries which depend on investment performance and which have been
distributed to the Employee prior to his last day worked, G-P's actuarial
equivalent calculation shall take into account such investment performance by
deeming the appropriate investment gain between the date of any such
distribution of benefits the Employee's last day worked to be the Periodic
Adjustment percentage under the SERP as in effect from time to time during that
period and the investment gain for periods after the Employee's last day worked
to be the Periodic Adjustment percentage for the SERP as of the Employee's last
day worked.
(C) "Retirement compensation plans maintained by G-P and/or its
subsidiaries" shall mean any qualified or non-qualified retirement plans
covering the Employee (including, without limitation, the Georgia-Pacific
Corporation Savings and Capital Growth Plan - formerly the Georgia-Pacific Stock
Bonus Trust - and the SERP but excluding the former Georgia-Pacific Corporation
Payroll-Based Employee Stock Ownership Plan) to the extent that benefits under
such plans are attributable to contributions made by G-P and/or its
subsidiaries.
3. Early Retirement.
(a) Employee will be eligible for Early Retirement as of the date
Employee's employment terminates after reaching age fifty-five (55) and
completing at least fifteen (15) years of continuous service with G-P and/or its
subsidiaries (as defined in Paragraph 8).
(b) If Employee is eligible for such payments under Paragraph 3(a),
Retirement Payment to Employee upon Early Retirement shall commence on the first
day of the month follow'ing the Employee's pay-through date or the Employee's
attainment of the age of sixty-two (62) years, whichever last occurs. Such
payments shall continue monthly on the first day of each month during the
lifetime of the Employee and, subject to the survivor annuity provisions of
Paragraph 7, shall end with the payment for the month of his or her death.
(c) The monthly Retirement Payment payable to Employee if eligible
for Early Retirement under Paragraph 3(a) shall be equal to the Retirement
Payment to which the Employee would be entitled if the Employee were eligible
for Normal Retirement under Paragraph 2(a) as of the Employee's date of
termination of employment.
4. Termination.
(a) Employee will be eligible for Termination benefits as of the date
Employee's employment terminates for any reason other than Normal Retirement,
Early Retirement, Pre-Termination Disability or Pre-Termination Death (under
Paragraphs 2(a), 3(a), 5(a) or 6(a), respectively), after Employee has completed
at least three (3) full years of continuous service with G-P and/or its
subsidiaries (as defined in Paragraph 8).
(b) If Employee is eligible for such payments under Paragraph 4(a),
Retirement Payments to Employee upon Termination shall commence on the first day
of the month following the Employee's pay-through date or the Employee's
attainment of the age of sixty-two (62) years, whichever last occurs. Such
payments shall continue monthly on the first day of each month during the
lifetime of the Employee and, subject to the survivor annuity provisions of
Paragraph 7, shall end with the payment for the month of his or her death.
(c) The monthly Retirement Payment payable to Employee if eligible for
Termination benefits under Paragraph 4(a) shall be calculated as follows:
(1) Determine the Retirement Payment to which the Employee would be
entitled if the Employee were eligible for Normal Retirement under
Paragraph 2(a) as of the date of the Employee's termination of employment;
(2) Multiply that amount by a fraction, the numerator of which
shall equal the number of full years of continuous service which Employee
has completed with G-P and/or its subsidiaries (as defined in Paragraph 8)
on or before the date his or her employment terminates or fifteen (15),
whichever is less, and the denominator of which shall be fifteen (15).
5. Pre-Termination Disability.
(a) Employee will be eligible for Pre-Termination Disability benefits as
of the date Employee's employment terminates by reason of disability - as
determined by the Compensation Committee of G-P's Board of Directors (the
"Committee") - after the completion of at least one (1) year of continuous
service with G-P and/or its subsidiaries (as defined in Paragraph 8).
(b) If Employee is eligible for such benefits under Paragraph 5(a),
Retirement Payments to Employee upon Pre-Termination Disability shall commence
on the first day of the month following the Employee's pay-through date (as
determined by the Committee). Such payments shall continue monthly on the first
day of each month during the lifetime of the Employee and, subject to the
survivor annuity provisions of Paragraph 7, shall end with the payment for the
month of his or her death.
(c) The amount of the monthly Retirement Payment payable to Employee if
eligible under Paragraph 5(a) for Pre-Termination Disability benefits shall be
calculated as follows:
(1)Determine the monthly Retirement Payment to which the
Employee would be entitled if the Employee were eligible for Normal Retirement
under Paragraph 2(a) as of the Employee's date of termination due to disability;
(2) Multiply the result in subparagraph (c)(1) by the appropriate early
commencement percentage as indicated below:
Age of Employee
At Termination
Because of DisabiliW Percentage
64 100%
63 100%
62 100%
61 94%
60 88%
59 82%
58 76%
57 70%
56 64%
55 58%
54 and prior 50%
6. Pre-Termination Death.
(a) Employee's surviving spouse (as defined in Paragraph 6(d)) will be
eligible for Pre-Termination Death benefits as of the date Employee's employment
terminates by reason of death after the completion of at least one (1) year of
continuous service with G-P and/or its subsidiaries (as defined in Paragraph 8).
(b) If Employee's surviving spouse (as defined in Paragraph 6(d)) is
eligible for such benefits under Paragraph 6(a), Retirement Payments to
Employee's surviving spouse by reason of Employee's death prior to termination
shall commence on the first day of the month following the later of the date of
death of Employee or the Employee's pay-through date. Such payments shall
continue monthly on the first day of each month during the lifetime of the
Employee's surviving spouse only and shall end with the payment for the month of
his or her death.
(c)The mount of the monthly Retirement Payment payable to
Employee's surviving spouse if eligible under Paragraph 6(a) for Pre-Termination
Death benefits shall be calculated as!follows:
(1) Determine the monthly Retirement Payment to which the
Employee would be entitled if the Employee were eligible for Normal
Retirement under Paragraph 2(a) as of the Employee's date of death;
(2) Multiply the result in subparagraph (c)(1) by the
appropriate early commencement percentage as indicated below:
Age of Employee
At Death Percentage
64 50%
63 50%
62 50%
61 47%
60 44%
59 41%
58 38%
57 35%
56 32%
55 29%
54 and prior 25%
(d) For purposes of this Paragraph 6 only, Employee's "surviving spouse"
shall mean the Employee's spouse at the time of Employee's death.
7. Post-Termination Death.
(a) Employee's surviving spouse (as defined in Paragraph 7(d)) will
be eligible for Post-Termination Death benefits as of:
(1) The date Employee dies after benefits under this Agreement have
commenced; or;
(2) The date Employee dies if such death occurs after the Employee's
employment wiht G-P and its subsidiaries has terminated, but before Retirement
Benefit Payments pursuant to Paragraph 2(b), 3(b), 4(b) or 5(b) have commenced,
and at a time when the Employee has met the eligibility requirements for
benefits under this Agreement stated in Paragraphs 2(a), 3(a), 4(a) or 5(a).
(b) If Employee's surviving spouse (as defined in Paragraph 7(d)) is
eligible for such benefits, Retirement Payments to Employee's surviving spouse
by reason of Employee's death after termination shall commence on the first day
of the month following the latest of:
(1) The death of Employee, or
(2) If eligible under Paragraph 7(a)(1), the last day of the period
for which Employee's benefit payments have been paid, or
(3) If eligible under Paragraph 7(a)(2), the Employee's pay-through date.
Such payments shall continue monthly on the first day of each month during the
lifetime of the Employee's surviving spouse only and shall end with the payment
for the month of his or her death.
(c) The amount of the monthly Retirement Payment payable to Employee's
surviving spouse (as defined in Paragraph 7(d)) if eligible under Paragraph 7(a)
for Post-Termination Death benefits shall be calculated as follows:
(1) If eligible under Paragraph 7(a)(1), Employee's surviving spouse
(as defined in Paragraph 7(d)) shall be entitled to the payment of a
monthly benefit for the rest of such spouse's lifetime equal to fifty
percent (50%) of the monthly Retirement Payment which was being paid to
Employee immediately before his or her death;
(2) If eligible under Paragraph 7(a)(2), Employee's surviving spouse
(as defined in Paragraph 7(d)) shall be entitled to the payment of a
monthly Retirement Payment for the rest of such spouse's lifetime equal to
fifty percent (50%) of the monthly Retirement Payment which would have been
payable to Employee if he or she had survived until Retirement Payments
commenced, provided however that if Employee dies prior to attaining age
sixty-two (62), the survivor benefit shall be further adjusted as provided
in Paragraph 6(c)(2).
(d) For purposes of this Paragraph 7 only (but subject to subparagraph (e)
below), Employee's "surviving spouse" means a spouse who is Employee's lawful
spouse on the date of Employee's death and (i) in the case of Paragraph 7(c)(1),
on the date the Employee's benefits under this Agreement commenced or (ii) in
the case of Paragraph 7(c)(2), on the date of Employee's death.
(e) Notwithstanding anything in Paragraph 7(d) to the contrary, if
Employee is entitled to Retirement Payments and after termination of employment
with G-P and/or its subsidiaries, (i) Employee marries or remarries after the
date he or she reaches age sixty-two (62) or the date his or her employment by
G-P and/or its subsidiaries terminates, whichever is later, and (ii) Employee
desires to provide for the payment of a survivor benefit to his or her new
spouse if such spouse survives Employee, Employee shall have the right to make
an irrevocable election (in a form satisfactory to G-P) to convert the monthly
Retirement Payments to which he or she is entitled under this Agreement into an
actuarial equivalent benefit (as determined by G-P using the actuarial factors
specified in Paragraph 2(c)) which will provide a reduced monthly Retirement
Payment to Employee for his or her lifetime and, if Employee's new spouse
survives Employee, will provide such new spouse with a monthly benefit equal to
fifty percent (50%) of Employee's reduced monthly Retirement Payments for the
rest of such new spouse;s lifetime. If Employee marries or remarries after
termination because of disability under Paragraph 5, the provisions of this
subparagraph (without regard to clause (i)) shall apply.
8. Continuous Service.
For purposes of this Agreement, "continuous service with G-P and/or its
subsidiaries" shall mean a period of unbroken employment with G-P and/or its
subsidiaries. Employment with a subsidiary shall be counted only for periods
during which the subsidiary's relationship with G-P existed.
9. Forfeiture of Benefits.
As consideration for the benefits provided under this Agreement and
notwithstanding any other provisions of this Agreement, Employee shah forfeit
all entitlement to monthly Retirement Payments (whether to Employee or
Employee's spouse) if Employee, within a period of three (3) years after the
date Employee's employment with G-P and its subsidiaries terminates, whether by
retirement or otherwise, is employed as an officer, director, manager, sales
representative (if his or her responsibilities at G-P included sales) or
business consultant in the United States by another employer which, combined
with its affiliates, has annual sales of $25,000,000 or more and which is a
competitor with G-P or its subsidiaries in the United States (a `competing
position'). Employee shall notify the Chairman of the Board of the Company of
his or her acceptance of a competing position within ten (10) days after the
effective date of his acceptance and shall reimburse G-P for any payments under
this Agreement to which he is not entitled. G-P may offset this obligation of
employee against any and all obligations or liabilities it owes to Employee, and
if it is necessary to seek reimbursement through legal process, Employee agrees
to reimburse G-P for its costs and attorneys fees in such an action. For
purposes of this Paragraph 9: (i) the term "affiliate" shall mean any entity
directly or indirectly controlling, controlled by or under common control with
the employer in question, whether by stock ownership, agreement or otherwise;
(ii) the terms "control", "controlling" and "controlled" shall refer to
direct or indirect ownership of at least fifty percent (50%) of the voting
stock, partnership interests or income or other beneficial interest with respect
to the entity in question; and (iii) the term "competitor with G-P or its
subsidiaries" shall mean (A) with respect to any non-executive officer who has
had managerial and or operational responsibility for a period of at least six
(6) months during the three (3) years prior to termination for particular
business unit(s), division(s) or subsidiary(ies) of G-P or its subsidiaries, an
entity which competes with G-P or its subsidiaries with respect to any of the
products manufactured and/or marketed by such business unit(s), division(s) or
subsidiary(ies); (B) with respect to executive officers and officers who have
had corporate staff responsibilities for at least six (6) months during the
three (3) years prior to termination, any entity which competes with G-P or its
subsidiaries in the lumber, plywood, pulp, paper or chemical businesses in the
United States. Once benefits are forfeited under this provision, they may not
be reinstated, even if the competing position is relinquished. If any aspect of
this forfeiture provision is determined to be unenforceable as drafted, it is
the intention of the parties that, to the extent permitted by applicable law,
the objectionable portion(s) of this provision shall be severed or restricted
(as the case may be) and that, except as so modified, the provision shall be
enforced.
10. Nothing contained in this Agreement and no action taken pursuant to the
provisions of this Agreement shall create or be construed to create a trust of
any kind, or a fiduciary relationship between G-P and Employee, or Employee's
spouse, or any other person. This Agreement does not create any escrow account,
trust fund or any other form of asset segregation. Any Retirement Payments due
under the provisions of this Agreement shall be paid from the general funds of
G-P. To the extent any person acquires a right to receive payments from G-P
under this Agreement, such right shall be no greater than the right of any
unsecured general creditor of G-P.
11. The right of Employee or any other person to Retirement Payments
under this Agreement shall not be subject to the claims of their creditors or
others, nor to legal process, and shall not be assigned, transferred, pledged or
encumbered.
12. Nothing Contained herein shall be construed as conferring upon
Employee the right to continue in the employ of G-P and/or its subsidiaries as
an executive or in any other capacity.
13. The annual Retirement Payments provided for by this Agreement
shall not constitute "compensation" for purposes of computing compensation for
any qualified deferred compensation plan maintained by G-P or its subsidiaries.
14. The Board of Directors of G-P shall have full power and authority
to interpret, construe and administer this Agreement and the Board's
interpretation and construction thereof, and actions thereunder shall be binding
and conclusive on all persons for all purposes. No member of the Board shall be
liable to any person for any action taken or omitted in connection with the
interpretation and administration of this Agreement unless attributable to his
own willful misconduct or lack of good faith.
15. This Agreement shall be binding upon and inure to the benefit of
G-P and its subsidiaries, its successors and assigns, and to the Employee and
Employee's heirs, executors, administrators and legal representatives.
16. All actions for the enforcement of any rights under, or
interpretation of, this Agreement shall be brought in the courts of the State of
Georgia or (to the extent that jurisdictional requirements permit) in federal
courts located in the State of Georgia, and all participants in this Plan agree
to be subject to the jurisdiction of such courts for the purpose of any such
actions. The Plan shall be construed and its provisions enforced and
administered in accordance with the laws of the State of Georgia and, to the
extent applicable, federal law.
17. It is understood and agreed by the parties that if there is an
Executive Retirement Agreement between Employee and G-P entered into prior to
the date of this Agreement, this Agreement is a mutually-agreed amendment and
restatement of such Agreement and that, further, any such prior Agreement is
acknowledged to be superseded by this Agreement as of the effective date of this
Agreement specified above.
18. Any notices required by this Agreement shall be sent as follows:
If to: Employee: Name and address
G-P: Georgia-Pacific Corporation
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attention: Chairman and Chief
Executive Officer
Any party may specify in writing to the other party a change of address for
purposes of this Paragraph 18, and any such change shall be effective upon
receipt of such written notice.
IN WITNESS WHEREOF, G-P has caused this Agreement to be executed by its
duly authorized officer and Employee has hereunto set his/her hand as of the
date first above written.
GEORGIA-PACIFIC CORPORATION
By:
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A. D. Xxxxxxx
Chairman and Chief Executive
Officer
EMPLOYEE:
