Exhibit 10(2)
THE MEAD CORPORATION
THE CORPORATE LONG TERM INCENTIVE PLAN
--------------------------------------
1998
----
OBJECTIVE
- ---------
The objective of the Corporate Long Term Incentive Plan is to reward
senior executives for adding value to the Corporation by delivering
shareholder value that is that ranks high relative to shareholder value
achieved by the S&P 500 index and by Mead's Forest Products peers.
TERM OF THE PLAN
- ----------------
This Corporate Long Term Incentive Plan is a two year plan spanning 1997
and 1998, with the performance period ending December 31, 1998. The
next Long Term Incentive Plan covers the period 1998 and 1999, with the
performance period ending December 31, 1999. All eligible executives
are thus participants in two plan cycles at any time.
PARTICIPATION ELIGIBILITY
- -------------------------
All officers of the Corporation, division presidents and executives of salary
grade 23 or above are participants in the plan.
PAYOUT ELIGIBILITY
- ------------------
Participants must be employees of the company, an affiliate or a
subsidiary at the end of the two-year plan performance period to receive
payout from this plan. An appropriate proration of earned awards may be
made in case of death, disability, retirement, hire or transfer during
the year. In such cases, the incentive target will be pro-rated to
reflect the months of service.
LONG TERM INCENTIVE TARGET
- --------------------------
The 1998 Long Term Incentive Target by grade is shown in Attachment 1.
This Target will be adjusted annually, based on competitive data.
TOTAL PAYOUT DETERMINATION
- ---------------------------
This plan uses as the key performance measure, the 2-year Total
Shareholder Return - TSR - (stock price growth plus dividend
reinvestment) of Mead relative to two comparator groups:
1. The S&P 500 Index
2. Mead's Forest Products peers (FP Peers), comprising of those
members of the Paper Industry Compensation Association whose
major business lines are similar to the Mead business
segments, and for which public financial reporting is
provided by Value Line Reports. For the plan cycle ending
December 31, 1998, these companies are identified as:
Boise Cascade
Champion International
Consolidated Paper
Georgia Pacific
International Paper
Potlatch
Stone Container
Temple-Inland
Union Camp
Westvaco
Weyerhaeuser
Willamette
For the current plan period, the TSR is measured on December 31, 1996
and December 31, 1998.
A single matrix (Attachment 2) determines the Payout Factor on the basis
of Mead's TSR relative to the TSR of each of the above comparator
groups.
The long term incentive payout is determined as:
L. T. Incentive Payout = L. T. Incentive Target X Payout Factor
INDIVIDUAL PAYOUT DETERMINATION
- -------------------------------
The above calculation will not normally be further adjusted for any
Participant on the basis of individual contribution, except by approval
of the Compensation Committee.
PAYOUT LIMITATION
- -----------------
Payout shall be limited on the basis of the following financial results
for the corporation:
1. The Committee may, but is not obligated to, determine a ZERO
payout if Mead TSR is negative, even if Mead TSR exceeds
either or both comparator groups.
2. There shall be no payout to any participant if corporate
earnings are negative in the final year of the performance
period.
3. Payout is capped at 200% of target, for any level of
performance.
ACCOUNTING FOR PAYOUT
- ---------------------
Payout will be estimated periodically and the required corporate accrual
of payout will be booked against earnings during the year. Approved
incentive awards will be prepared and expensed to earnings at the time
of payout. Restricted stock certificates will be issued by the Transfer
Agent of the corporation.
RECOMMENDATIONS AND APPROVAL
- ----------------------------
The Compensation Committee approves this Plan, and reviews total funding
and individual payouts under the plan, and the amount, use and
replenishment of any reserve funds.
The CEO recommends all individual payouts to the Compensation Committee
of the Board of Directors for approval. Payouts for the CEO and the COO
are approved by the Board of Directors.
Form of payout will be determined by the Compensation Committee. Payout
will normally be delivered to all participants as 100% restricted stock
(with a 6-month vesting period). The Board of Directors may require a
mandatory deferral of all or any portion of the payout to ensure full
deductibility of compensation to any executive.
ADMINISTRATION
- --------------
The Plan is administered by the Compensation Committee of the Board.
The Compensation Committee has delegated administration to the Corporate
Vice President, Human Resources.
RESERVED RIGHTS
- ---------------
The Mead Corporation reserves the right to alter, amend, suspend or
terminate any or all provisions of this Corporate Long Term Incentive
Plan, except such actions shall neither inhibit nor hinder the rights of
any individual with respect to earned and credited awards which have
been deferred. Designation of a position as eligible for participation
neither guarantees the individual a right to an incentive payment nor a
right to continued employment.
JEROME F. TATAR MAY 11, 1998
--------------- -----------------
Approved Date
Attachment 1
THE CORPORATE LONG TERM INCENTIVE PLAN
--------------------------------------
PAYOUT TARGETS
--------------
1998
Grade Incentive Target
33 $ 756,700
32 626,900
31 521,000
30 419,000
29 343,000
28 282,700
27 232,900
26 191,000
25 157,200
24 128,100
23 103,600
22 73,400
21 58,100
Mead Corporate Long Term Incentive Plan
---------------------------------------
Mead Performance Factor
(% of Target)
Mead 2-Yr +35% 1.70 0% 170% 187% 200% 200% 200% 200% 200%
TSR +30% 1.60 0% 160% 176% 192% 200% 200% 200% 200%
Relative +25% 1.50 0% 150% 165% 180% 195% 200% 200% 200%
to S&P 500 +20% 1.40 0% 140% 154% 168% 182% 196% 200% 200%
+15% 1.30 0% 130% 143% 156% 169% 182% 195% 200%
+10% 1.20 0% 120% 132% 144% 156% 168% 180% 192%
+5% 1.10 0% 110% 121% 132% 143% 154% 165% 176%
Average 1.00 0% 100% 110% 120% 130% 140% 150% 160%
-5% 0.90 0% 90% 99% 108% 117% 126% 135% 144%
-10% 0.80 0% 80% 88% 96% 104% 112% 120% 128%
-15% 0.70 0% 70% 77% 84% 91% 98% 105% 112%
-20% 0.60 0% 60% 66% 72% 78% 84% 90% 96%
-25% 0.50 0% 50% 55% 60% 65% 70% 75% 80%
-30% 0.40 0% 40% 44% 48% 52% 56% 60% 64%
-35% 0.30 0% 30% 33% 36% 39% 42% 45% 48%
-40% 0.20 0% 20% 22% 24% 26% 28% 30% 32%
-45% 0.10 0% 10% 11% 12% 13% 14% 15% 16%
-50 0.00 0% 0% 0% 0% 0% 0% 0% 0%
Multipliers 0 1.00 1.10 1.20 1.30 1.40 1.50 1.60
8-14 7 6 5 4 3 2 1
Median Top
Max Payout: 200% Mead vs. Forest Products
Ranking of 2-Year Total Shareholder Return (TSR)