Exhibit 10.2
OFFICER RETIREMENT AGREEMENT
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THIS AGREEMENT entered into this ___ day of _____________, ____, and
becoming effective as of the ______ day of _____________, ____ between GEORGIA-
PACIFIC CORPORATION, a Georgia corporation, having its principal office in
Atlanta, Georgia (hereinafter referred to as "G-P"), and .............
(hereinafter referred to as "Officer");
W I T N E S S E T H :
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WHEREAS, Officer is and will be rendering valuable services to G-P and
its Affiliates (as defined in Paragraph 9(f)), and G-P desires to receive the
benefit of Officer's continued loyalty, service and counsel and to assist
Officer in providing for the contingencies of death, disability and old age
dependency;
IT IS HEREBY AGREED:
1. General.
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G-P agrees to make monthly payments ("Retirement Payments") to Officer
or to Officer's eligible Surviving Spouse or Survivor(s) (as defined in this
Agreement) pursuant to the provisions of this Agreement, provided that the
applicable eligibility conditions set forth in Paragraphs 2 through 7 of this
Agreement are met.
2. Normal Retirement.
-----------------
(a) "Normal Retirement" shall mean Officer's termination of
employment after attaining age sixty-five (65) and having been continuously
employed by G-P and/or its
Affiliates (as defined in Paragraph 9(f)) from the date of this Agreement (or
any predecessor agreement described in Paragraph 18) through his/her date of
termination. For purposes of this Paragraph 2(a), employment with an Affiliate
shall be counted only for periods during which the Affiliate met the definition
of "Affiliate" in Paragraph 9(f).
(b) Normal Retirement Payments (determined as provided in Paragraph
2(c)) to Officer shall commence on the first day of the month following the last
day for which Officer receives either vacation pay or base salary after
termination of employment with G-P and its Affiliates ("pay-through date").
Such payments shall be made monthly on the first day of each month during the
lifetime of Officer and, subject to the death benefit provisions of Paragraph 7
or any election under Paragraph 8, shall end with the payment for the month of
his or her death.
(c) Subject to any election by Officer permitted by Paragraph 8, the
monthly Normal Retirement Payment to Officer shall be calculated as follows:
(1) Fifty percent (50%) of Officer's average monthly Cash Salary
(as defined below) for the last forty-eight (48) full calendar months of
his or her employment by G-P and/or its Affiliates (or, if fewer, all full
calendar months of his or her employment with G-P and/or its Affiliates
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 Officer under all other retirement
compensation plans maintained by G-P and/or its Affiliates (as defined
below), which are attributable to contributions made by G-P and/or its
Affiliates (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, annual incentive
bonuses and any cash salary or annual incentive bonus which Officer elected
to defer, and excludes, without limitation, severance payments of any kind,
deferred compensation
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under any long-term incentive program, bonuses for purpose of offsetting
taxation and any other incentive compensation; provided that annual
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 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 an
actuarially equivalent benefit in the form in which Officer's Retirement
Payments will be paid, determined as of Officer's last day worked for G-P
and its Affiliates ("Officer's last day worked") using the then applicable
mortality table specified under the Georgia-Pacific Corporation Salaried
Pension Plan (the "SPP"), statutory restrictions on qualified plan benefits
as in effect on Officer's last day worked (if any) and the immediate
interest rate published and used by the Pension Benefit Guaranty
Corporation for plan terminations occurring during the first month of the
calendar quarter during which Officer's last day worked occurs (if the PBGC
rate is not available, the then applicable interest rate specified in the
SPP will be used); provided, however, that notwithstanding the foregoing,
if the Officer elects to retain his or her SPP benefits in the SPP after
Officer's last day worked and the amount of those benefits is increased due
to adjustments in the statutory restrictions on qualified plan benefits
between Officer's last day worked and the date of distribution of his or
her SPP benefits, Officer's benefits under this Agreement will be
recalculated with respect to the first payment due after the date of the
SPP distribution (and all future payments) solely to reflect the greater
offset necessitated by the above-described increase in the SPP benefit; and
provided further that
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with respect to benefits under retirement compensation plans maintained by
G-P and/or its Affiliates which depend on investment performance and which
are either in Officer's plan account on his or her last day worked or have
been distributed to Officer 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 and Officer's last day worked to be the Periodic
Adjustment Percentage under the SPP as in effect from time to time during
that period and the investment gain for periods after Officer's last day
worked to age sixty-two (62) (if not attained at Officer's last day worked)
to be the Periodic Adjustment percentage for the SPP as of Officer's last
day worked.
(C) "Retirement compensation plans maintained by G-P and/or
its Affiliates" - shall mean any qualified or non-qualified retirement
plans covering Officer including, without limitation, the Georgia-Pacific
Corporation Salaried 401(k) Plan (formerly the Georgia-Pacific Corporation
Savings and Capital Growth Plan) and the SPP, but excluding any former
Georgia-Pacific Corporation employee stock ownership plan to the extent
that benefits under such plans are attributable to contributions made by G-
P and/or its Affiliates.
3. Early Retirement.
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(a) "Early Retirement" shall mean Officer's termination of employment
with G-P and its Affiliates after reaching age fifty-five (55) and having
completed at least fifteen (l5) years of Service (as defined in Paragraph 10).
(b) If Officer is eligible for Early Retirement under Paragraph 3(a),
the Early Retirement Payments (determined as provided in Paragraph 3(c)) to
Officer shall commence on the first day of the month following the Officer's
pay-through date. Such payments shall be made monthly on the first day of each
month during the lifetime of the Officer and, subject to the death
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benefit provisions of Paragraph 7 or any election under Paragraph 8, shall end
with the payment for the month of his or her death.
(c) Subject to any election by Officer permitted by Paragraph 8, the
monthly Early Retirement Payment payable to Officer shall be calculated as
follows:
(1) Determine the monthly Normal Retirement Payment to which the
Officer would be entitled if the Officer were eligible for Normal
Retirement under Paragraph 2(a) as of Officer's date of termination of
employment;
(2) Multiply the result in subparagraph (c)(1) by the
appropriate early commencement percentage as indicated below:
Age of Officer
At Commencement of Benefits Percentage
--------------------------- ----------
62 100%
61 96%
60 92%
59 88%
58 84%
57 80%
56 76%
55 72%
4. Termination.
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(a) Officer will be eligible for Termination Payments if Officer'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 Officer has completed
at least three (3) years of Service (as defined in Paragraph 10).
(b) Termination Payments (determined as provided in Paragraph 4(c))
to Officer shall commence on the first day of the month following the Officer's
pay-through date or the Officer's attainment of the age of sixty-two (62) years,
whichever last occurs. Such payments shall be made monthly on the first day of
each month during the lifetime of the Officer and,
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subject to the death benefit provisions of Paragraph 7 or any election under
Paragraph 8, shall end with the payment for the month of his or her death.
(c) Subject to any election by Officer permitted by Paragraph 8, the
monthly Termination Payment payable to Officer shall be calculated as follows:
(1) Determine the Normal Retirement Payment to which the Officer
would be entitled if the Officer were eligible for Normal Retirement under
Paragraph 2(a) as of the date of the Officer's termination of employment;
(2) Multiply that amount by a fraction, the numerator of which
shall equal the number of Officer's completed years of Service at the date
his or her employment terminates or fifteen (l5), whichever is less, and
the denominator of which shall be fifteen (l5).
5. Pre-Termination Disability.
--------------------------
(a) Officer will be eligible for Pre-Termination Disability Payments
if Officer's employment terminates by reason of disability (as defined in
Paragraph 5(d)) after the completion of at least one (l) year of Service.
(b) Pre-Termination Disability Payments (determined as provided in
Paragraph 5(c)) to Officer shall commence on the first day of the month
following the Officer's pay-through date. Such payments shall be made monthly
on the first day of each month during the lifetime of the Officer and, subject
to the death benefit provisions of Paragraph 7 or any election under Paragraph
8(b), shall end with the payment for the month of his or her death.
(c) Subject to any election by Officer permitted by Paragraph 8(b),
the amount of the monthly Pre-Termination Disability Payment payable to Officer
shall be calculated as follows:
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(1) Determine the monthly Normal Retirement Payment to which the
Officer would be entitled if the Officer were eligible for Normal
Retirement under Paragraph 2(a) as of the Officer'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 Officer
At Termination
Because of Disability 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%
(d) For purposes of this Paragraph 5, Officer shall be deemed to have
terminated employment by reason of disability if, as of the date of his or her
termination of employment, Officer is "totally disabled" as defined under the
Georgia-Pacific Corporation Salaried Long-Term Disability Plan (the "LTD Plan")
(whether or not Officer actually participates in that plan at the time) as
determined by the Plan Administrator of the LTD Plan.
(e) If Officer shall be participating in the LTD Plan at the time
Officer's employment terminates by reason of disability, Retirement Payments
payable under this Paragraph 5 shall be in addition to those payable under the
LTD Plan, and there shall be no offset of benefits payable under this Agreement
as a result of payments under the LTD Plan.
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6. Pre-Termination Death.
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(a) Officer's spouse at the time of his or her death (the "Surviving
Spouse") will be eligible for Pre-Termination Death Payments if Officer's
employment terminates by reason of death after the completion of at least one
(l) year of Service.
(b) Pre-Termination Death Payments to Officer's Surviving Spouse
shall commence on the first day of the month following the later of the
Officer's date of death or the Officer's pay-through date. Such payments shall
be made monthly on the first day of each month during the lifetime of the
Officer's Surviving Spouse only and shall end with the payment for the month of
his or her death.
(c) The amount of the monthly Pre-Termination Death Payment payable
to Officer's Surviving Spouse shall be calculated as follows:
(1) Determine the monthly Normal Retirement Payment to which the
Officer would be entitled if the Officer were eligible for Normal
Retirement under Paragraph 2(a) as of the Officer's date of death;
(2) Multiply the result in subparagraph (c)(1) by the
appropriate early commencement percentage as indicated below:
Age of Officer
At Death Percentage
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64 50%
63 50%
62 50%
61 47%
60 44%
59 41%
58 38%
57 35%
56 32%
55 29%
54 and prior 25%
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7. Post-Termination Death.
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(a) Officer's Survivor(s) (as defined in Paragraph 7(d)(4)) will be
eligible for Post-Termination Death Payments if:
(1) Officer dies after Retirement Payments under this Agreement
have commenced; or
(2) Officer dies after the Officer's employment with G-P and its
Affiliates has terminated, but before Retirement Payments pursuant to
Paragraphs 2(b), 3(b), 4(b) or 5(b) have commenced, and at a time when the
Officer has met the eligibility requirements for benefits under this
Agreement stated in Paragraphs 2(a), 3(a), 4(a) or 5(a).
(b) Post-Termination Death Payments to Officer's eligible Survivor(s)
shall commence on the first day of the month following the latest of:
(1) Officer's date of death, or
(2) If eligible under Paragraph 7(a)(1), the last day of the
period for which Officer's Retirement Payments have been paid, or
(3) If eligible under Paragraph 7(a)(2), Officer's pay-through
date. If the Survivor (as defined in Paragraph 7(d)(4)) is an Original
Spouse (as defined in Paragraph 7(d)(1)) or a New Spouse (as defined in
Paragraph 7(d)(2)), such payments shall be made monthly on the first day of
each month during the lifetime of such Survivor only and shall end with the
payment for the month of his or her death. If the Survivor is a Beneficiary
(as defined in Paragraph 7(d)(3)) pursuant to an election by Officer under
Paragraph 8(a)(2), such payments shall be made monthly only for the
remainder of the 120-month term of payments specified by such election.
(c) The amount of the monthly Post-Termination Death Payment payable
to a Survivor of Officer shall be calculated as follows:
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(1) If Officer dies after his or her Retirement Payments under
this Agreement have commenced:
(A) If Officer has made no effective election under
Paragraph 8, Officer's Original Spouse shall be entitled to the payment of
a monthly Post-Termination Death Payment for the rest of such spouse's
lifetime equal to fifty percent (50%) of the monthly Retirement Payment
which was being paid to Officer immediately before his or her death;
(B) If Officer has made an effective election under
Paragraph 8, Officer's Survivor specified in such election shall be
entitled to the payment of monthly Post-Termination Death Payments in the
form and to the extent contemplated in the applicable election.
(2) If Officer dies prior to the commencement of his or her
Retirement Payments under this Agreement and at the time of his death has
met the requirements for such payments in accordance with Paragraph
7(a)(2):
(A) If Officer has made no effective election under
Paragraph 8, Officer's Original Spouse shall be entitled to the payment of
a monthly Post-Termination Death Payment for the rest of such spouse's
lifetime equal to fifty percent (50%) of the accrued monthly Retirement
Payment (as of the date of death) which would have been payable to Officer
at age sixty-two (62); provided, however, that if Officer dies prior to
attaining age sixty-two (62), the survivor benefit shall be further reduced
(i) as provided in Paragraph 5(c)(2) (if Officer was not eligible for Early
Retirement under Paragraph 3(a) at the time of his termination of
employment) or (ii) by multiplying the unreduced (50%) death benefit by the
appropriate early commencement percentage listed below (if Officer was
eligible for Early Retirement under Paragraph 3(a) at the time of his
termination of employment):
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Age of Officer
At Date of Death Percentage
--------------------- ----------
62 100%
61 96%
60 92%
59 88%
58 84%
57 80%
56 76%
55 72%
54 or earlier 60%
(B) If Officer has made an effective election under Paragraph 8,
Officer's Survivor specified in such election shall be entitled to the
payment of monthly Post-Termination Death Payments in the form and to the
extent contemplated in the applicable election determined as follows: (i)
Calculate the Retirement Payment the Officer would have received in the
elected form at age sixty-two (62); (ii) if Officer died prior to attaining
age sixty-two (62), reduce the result in clause (i) by multiplying it by
the appropriate early commencement percentage specified in Paragraph
7(c)(2)(A)(ii) (if Officer was eligible for Early Retirement under
Paragraph 3(a) at the time of his termination of employment) or specified
below (if Officer was not eligible for Early Retirement under Paragraph
3(a) at the time of his termination of employment):
Age of Officer
Date of Death Percentage
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64 100%
63 100%
62 100%
61 94%
60 88%
59 82%
58 76%
57 70%
56 64%
55 58%
54 and prior 50%
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(iii) determine the lifetime and survivor payments under the benefit form
elected by Officer as provided in Paragraph 8, based on the result in
clause (ii); and (iv) the benefit payable to the Survivor will be the
survivor payment under the elected optional form of benefit as determined
in accordance with clause (iii). For purposes of clause (iii), the base or
original form of benefit used for the actuarial conversion shall be, in the
case of an election under Paragraph 8(b), a life annuity for Officer's life
expectancy in the amount determined under clause (ii) above, or, in the
case of an election under Paragraph 8(a), a life annuity for Officer's life
expectancy in the amount determined under clause (ii) followed (if and only
if Officer had an Original Spouse at the time of his death) by a survivor
annuity payable to his Original Spouse (if any) with payments of 50% of
such amount.
(d) For purposes of this Paragraph 7 only (except where otherwise
specified):
(1) "Original Spouse" mean a spouse who is Officer's lawful
spouse on the date of Officer's death and, in the case of Paragraph
7(c)(1)(A), on the date Officer's benefits under this Agreement commenced.
(2) "New Spouse" means the spouse who is Officer's lawful spouse
on the date Officer makes an election described in Paragraph 8(b) and on
the date of Officer's death.
(3) "Beneficiary(ies)" means the person(s) (which may include a
trust or Officer's estate) designated in writing by Officer (in a form
acceptable to G-P) prior to the commencement of benefits to receive the
remaining Retirement Payments due upon Officer's death pursuant to
Officer's election of the benefit form described in Paragraph 8(a)(2)
(effective upon receipt by G-P). Any such designation is subject to the
provisions of Paragraph 8(d).
(4) "Survivor" means, as appropriate, the Original Spouse, a New
Spouse or any Beneficiary of Officer.
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8. Alternative Benefit Forms.
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(a) An Officer eligible for Retirement Payments under Paragraphs
2(a), 3(a) or 4(a) may elect in writing (in a form acceptable to G-P) at any
time specified in this Paragraph 8 to have such Retirement Payments paid in one
of the following alternative forms in lieu of any other benefit payment form
available under this Agreement:
(1) An annuity which provides monthly payments to Officer for
his or her lifetime and, upon Officer's death, provides monthly payments to
his or her Original Spouse (as defined in Paragraph 7(d)(1)) for his or her
lifetime equal to 100% of the payments made to Officer prior to his death.
(2) Substantially equal monthly payments for a period of 120
months which continue at the same level to Officer's Beneficiaries if
Officer dies prior to the completion of such 120-month period.
(b) Notwithstanding anything in Paragraph 7 to the contrary, if
Officer is entitled to Retirement Payments and, after termination of employment
with G-P and/or its Affiliates, (i) Officer marries or remarries after the date
his or her Retirement Payments commence, and (ii) Officer desires to provide for
the payment of a survivor benefit to his or her New Spouse if such spouse
survives Officer, Officer 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 then entitled under this Agreement into an actuarially
equivalent benefit which will provide a reduced monthly Retirement Payment to
Officer for his or her lifetime and, if Officer's New Spouse survives Officer
and is still married to Officer at the time of his death, will provide such New
Spouse with a monthly benefit equal to fifty percent (50%) of Officer's reduced
monthly Retirement Payments for the rest of such new spouse's lifetime. If
Officer marries or remarries after termination because of disability under
Paragraph 5, the provisions of this subparagraph (without regard to clause (i))
shall apply.
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(c) Any election under subparagraph (a) shall be immediately
effective upon receipt by G-P if made within ninety (90) days prior to
commencement of Retirement Payments pursuant to Paragraphs 2, 3 or 4; otherwise,
such election shall not be effective until the first anniversary of the date it
is received by G-P. Notwithstanding anything in this Paragraph 8 to the
contrary, if Officer is married on the date his/her Retirement Payments
commence, no election by Officer under Paragraph 8(a)(2) shall be effective
unless Officer's spouse on such date has consented in writing to the election.
Any election under subparagraph (b) shall be effective as specified in the
election (but in no event prior to the first of the month following receipt of
the election by G-P). If Officer makes an election under this Paragraph 8, the
Retirement Payments to which he or she is otherwise entitled under Paragraphs 2,
3 or 4 of this Agreement shall be modified so that the new benefit form is
actuarially equivalent (as determined by G-P using the actuarial factors
specified in Paragraph 2(c)) to the original form of the affected Retirement
Payments. Any election under this Paragraph 8 may be revoked by Officer at any
time before the commencement of Retirement Payments (or, in the case of an
election under subparagraph (b), modified Retirement Payments), but becomes
irrevocable upon such commencement.
(d) If Officer is married at the time he or she originally submits
or later modifies his or her Beneficiary designation in connection with an
election under Paragraph 8(a)(2) and the Beneficiary designated is not Officer's
then current spouse, such Beneficiary designation will not be effective unless
accompanied by written consent of such current spouse. Notwithstanding anything
to the contrary in this Agreement, any Beneficiary designation on file at the
time Officer dies which names as a Beneficiary a person or entity other than
Officer's spouse at such time without such spouse's written consent shall be
void and shall not be recognized for purposes of this Agreement. If no
Beneficiary has been effectively designated by Officer at the time of his or her
death, Officer's Beneficiary shall be Officer's spouse as of his or her date of
death or, if Officer has no spouse at that time, Officer's estate.
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9. Forfeiture of Benefits.
----------------------
(a) General Rule. Officer and G-P agree that G-P shall have the
right to forfeit all benefits otherwise payable under this Agreement to or on
behalf of Officer if Officer:
(1) competes with G-P or any Affiliate within the meaning of
Paragraph 9(b);
(2) discloses trade secrets or confidential information of G-P
or any Affiliate within the meaning of Paragraph 9(c); or
(3) solicits employees of G-P or any Affiliate within the
meaning of Paragraph 9(d).
G-P's rights under this Paragraph 9 shall expire and shall have no further force
or effect effective upon the occurrence of a Change in Control of G-P (as such
term is defined in Section 2(e) of the Georgia-Pacific Corporation/Georgia-
Pacific Group 1997 Long-Term Incentive Plan or any successor to such plan).
(b) Competition.
(1) Officer will be deemed to have competed with G-P or any
Affiliate within the meaning of this Paragraph 9(b) if, during the three
(3) year period commencing on the date Officer's employment with G-P and
all Affiliates terminates, Officer directly or indirectly (whether as an
owner, partner, stockholder, investor, officer, director, employee, agent,
independent contractor, sales representative (if his or her
responsibilities at G-P or any Affiliate included sales), or consultant
carries on, is engaged in, concerned with or takes part in the performance
of services for any "competitor of G-P" which are substantially the same as
the services Officer provided to G-P or any Affiliate anywhere in the
geographic area[s] where Officer is performing such services for G-P or any
Affiliate as of the date he or she executes this Agreement, which may, with
the mutual consent of the parties, be specified on an Exhibit A attached to
this Agreement. If such an Exhibit A is appended to this Agreement, G-P,
with Officer's
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approval, may from time to time update the exhibit to reflect changes in
Officer's responsibilities.
(2) For purposes of this Paragraph 9(b), the phrase
"competitor of G-P" means an entity with offices in the United States or
Canada which, when combined with its affiliates (i) has or, at any time in
the two (2) year period before or after Officer's employment with G-P or
any Affiliate terminates, had at least U.S. $500,000,000 in annual sales
and (ii) manufactures, sells, and/or markets products or services which
compete with any products or services manufactured, sold and/or marketed by
G-P or any Affiliate while Officer was employed by G-P or any Affiliate and
with respect to which G-P and its Affiliates holds or, at any time in the
two (2) year period before Officer's employment with G-P or any Affiliate
terminates, held at least 10% of the relevant market. An entity's
"affiliates" under this Paragraph 9(b)(2) shall be determined by applying
the definition under Paragraph 9(f) to determine whether an organization is
an affiliate of G-P except that the name of the entity shall be substituted
in the definition for G-P.
(c) Trade Secrets or Confidential Information.
(1) Trade Secrets. Officer will be deemed to have disclosed
trade secrets within the meaning of this Paragraph 9(c) if during the term
of Officer's employment with G-P or any Affiliate, or thereafter, Officer
fails to hold in confidence for the benefit of G-P or any Affiliate, or
directly or indirectly uses or discloses, except as authorized by G-P or
any Affiliate in connection with the performance of Officer's duties and
responsibilities for G-P or any Affiliate, any "trade secret", as defined
hereinafter, that Officer may have or acquire during the term of Officer's
employment with G-P or any Affiliate for so long as such information
remains a trade secret. The term "trade secret" as used in this Agreement
means any "trade secret" as defined under applicable state law plus any
information, without regard to form, including but not limited to,
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technical or non-technical data, a formula, a pattern, a compilation, a
program, a device, a method, a technique, a drawing, a process, financial
data, financial plans, product plans, or a list of actual or potential
customers or suppliers, which is not commonly known by or available to the
public and which information (1) derives economic value, actual or
potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic
value from its disclosure or use, and (2) is the subject of reasonable
efforts by G-P or any Affiliate, or the entity from which the information
was received, to maintain its secrecy or confidentially.
(2) Confidential Information. Officer will be deemed to have
disclosed confidential information within the meaning of this Paragraph
9(c) if during the term of Officer's employment with G-P or any Affiliate,
or during the one (1) year period commencing on the date Officer's
employment with G-P and all its Affiliates terminates, Officer fails to
hold in a confidence for the benefit of G-P or any Affiliate, or directly
or indirectly uses or discloses, except as authorized by G-P or any
Affiliate in connection with the performance of Officer's duties and
responsibilities for G-P or any Affiliate, any confidential information, as
defined hereinafter, that Officer may have or acquire (whether or not
developed or compiled by Officer and whether or not Officer has been
authorized to have access to such confidential or proprietary information)
during the term of his employment with G-P or any Affiliate. The term
"confidential information" as used in this Agreement means any secret,
confidential or proprietary information of G-P or an Affiliate, including
information received by G-P or any Affiliate, or Officer from any customer
or client or potential customer or client of G-P or any Affiliate, not
otherwise included in the definition of "trade secret" in Paragraph
9(c)(1), in each case except for information that has become generally
available to the public by the act of one who has the right to disclose
such information without violating any right of the customer or client to
which such information pertains.
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(d) Solicitation.
(1) Solicitation of Employees. Officer will be deemed to have
solicited employees of G-P or any Affiliate within the meaning of this
Paragraph 9(d) if during the term of Officer's employment with G-P or any
Affiliate, or at any time during the two (2) year period commencing on the
date Officer's employment with G-P and all Affiliates terminates, Officer
solicits any employee of G-P or any Affiliate with whom Officer had
material contact during Officer's employment to leave his or her employment
with G-P or any Affiliate for the purpose of competing with G-P or any
Affiliate for any reason, either individually, or as an owner, partner,
employee, agent, consultant, advisor, contractor, salesman, stockholder,
investor, officer, director, or other member of any corporation,
partnership, venture or other business entity.
(2) Solicitation of Customers. Officer will be deemed to have
solicited customers of G-P or any Affiliate within the meaning of this
Paragraph 9(d) if during the term of Officer's employment with G-P or any
Affiliate, or at any time during the two (2) year period commencing on the
date Officer's employment with G-P and all Affiliates terminates, Officer
solicits any customer and/or client of G-P or any Affiliate with whom
Officer had material business contact during Officer's employment for the
purpose of competing with G-P or any Affiliate or for the purpose of
inducing such customer and/or client to do business with Officer, either
individually, or as an owner, partner, employee, agent, consultant,
advisor, contractor, salesman, stockholder, investor, officer, director, or
other member of any corporation, partnership, venture, or other business
entity.
(e) Construction. Officer acknowledges and agrees that, in light of
the confidential and proprietary nature of Officer's duties and the fact that G-
P and the Affiliates compete throughout the United States and Canada, the
protections set forth in this Paragraph 9 are reasonable, fair and equitable in
scope, terms and duration and are necessary to protect the
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legitimate business interests of G-P and any Affiliate. If any portion or
portions of this Paragraph 9 is determined to be unenforceable as drafted, it is
the intention of G-P and Officer that, to the extent permitted by applicable
law, the unenforceable portion or portions of this Paragraph 9 shall be severed
or restricted (as the case may be) and that, except as so severed or restricted,
the terms of this Paragraph 9 shall be enforced.
(f) Affiliate. The term "Affiliate" as used in this Agreement shall
be any organization whose employees are treated as employees of G-P under
section 414(b) or section 414(c) of the Internal Revenue Code of 1986, as
amended (or the corresponding provisions of any successor statute), or which is
treated as an "affiliate" of G-P under Rule 144 in the General Rules and
Regulations under the Securities Act of 1933.
10. For purposes of this Agreement, "Service" shall mean a period of
unbroken employment with G-P and/or its Affiliates, provided however that
employment with an Affiliate shall be counted only for periods during which the
Affiliate met the definition of "Affiliate" in Paragraph 9(f).
11. 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 Officer, or Officer'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, except that in the event of a Change of Control (as defined in Paragraph
9), any Retirement Payment may be made from any trust established and funded by
G-P for such purposes. If a trust is established and funded by G-P to pay
Retirement Payments under this and similar Agreements in connection with a
Change of Control, Officer shall also be deemed to be a
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beneficiary of such trust with such rights with respect to the trust corpus as
may be defined in the governing trust agreement and applicable law.
12. The right of Officer 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.
13. Nothing contained herein shall be construed as conferring upon Officer
the right to continue in the employ of G-P and/or its Affiliates as an executive
or in any other capacity.
14. 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 Affiliates.
15. The Compensation Committee of the Board of Directors of G-P (the
"Committee") shall have full power and authority to interpret, construe and
administer this Agreement and the Committee's interpretation and construction
thereof, and actions thereunder shall be binding and conclusive on all persons
for all purposes. No member of the Committee 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.
16. This Agreement shall be binding upon and inure to the benefit of G-P
and its Affiliates, its successors and assigns, and to the Officer and Officer's
heirs, executors, administrators and legal representatives.
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17. 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 parties to this Agreement agree to be subject to
the jurisdiction of such courts for the purpose of any such actions. This
Agreement 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.
18. It is understood and agreed by the parties that if there is an
Executive Retirement Agreement between Officer 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 any such prior Agreement is acknowledged to
be superseded by this Agreement as of the effective date of this Agreement
specified above.
19. Any notices required by this Agreement shall be sent as follows:
If to: Officer: Name and address
________________
________________
G-P: Georgia-Pacific Corporation
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chairman, Chief Executive Officer
and President
Any party may specify in writing to the other party a change of address for
purposes of this Paragraph 19, and any such change shall be effective upon
receipt of such written notice.
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IN WITNESS WHEREOF, G-P has caused this Agreement to be executed by its
duly authorized officer and Officer has hereunto set his/her hand as of the date
first above written.
GEORGIA-PACIFIC CORPORATION
By: ____________________________________
A. D. ▇▇▇▇▇▇▇
Chairman, Chief Executive Officer
and President
OFFICER:
________________________________________
Signature
________________________________________
Date Signed
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