THE MEAD CORPORATION
THE CORPORATE LONG TERM INCENTIVE PLAN
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1999
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OBJECTIVE
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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
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This Corporate Long Term Incentive Plan is a two year plan
spanning 1998 and 1999, with the performance period ending
December 31, 1999. The next Long Term Incentive Plan covers
the period 1999 and 2000, with the performance period ending
December 31, 2000. All eligible executives are thus
participants in two plan cycles at any time.
Provisions detailed in Attachment 1 and forming a part of this
plan govern in the event of a Change in Control of the company.
PARTICIPATION ELIGIBILITY
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All Officers of the Corporation, Division Presidents and
Executives of salary grade 23 or above are participants in the
plan.
PAYOUT ELIGIBILITY
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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 second
year of the performance period. In such cases, the incentive
target will be pro-rated to reflect the months of service.
There will be no such adjustment for death, disability, or
retirement during the first year of the performance period.
LONG TERM INCENTIVE TARGET
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The 1999 Long Term Incentive Target by grade is shown in
Attachment 2. This Target will be adjusted annually, based on
competitive data.
TOTAL PAYOUT DETERMINATION
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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, 1999, these
companies are identified as:
Boise Cascade
Bowater
Champion International
Consolidated Paper
Georgia Pacific
International Paper
Potlatch
Smurfit/Stone Container
Temple-Inland
Westvaco
Weyerhaeuser
Willamette
For the current plan period, the TSR is measured on December
31, 1997 and December 31, 1999.
A single matrix (Attachment 3) 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
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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 LIMITATIONS
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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
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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
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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
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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
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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.
Attachment 1
Effect of Change in Control
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Notwithstanding any foregoing Plan provision to the contrary
(and notwithstanding any lack of satisfaction of any condition
or requirement which would otherwise apply to an award),
immediately upon the occurrence of a Change in Control (as
defined in the next section hereof), (i) if the Change in
Control occurs after the completion of the performance period
ending December 31, 1999 (the "Performance Period"), any award
with respect to the Performance Period which has already been
determined, but has not yet been paid or deferred, shall be
immediately paid in full in cash to the respective Participant,
(ii) if the Change in Control occurs after the completion of the
Performance Period, if no awards have been determined with
respect to the Performance Period, the amount (if any) of each
such award shall be immediately determined in accordance with the
provisions of the Plan and shall be immediately paid in full in
cash to the respective Participant, and (iii) if the Change in
Control occurs during the Performance Period (the
"Change-in-Control Performance Period"), each Participant shall
immediately be paid a pro-rata award for the Performance Period,
the amount of which shall equal the product of multiplying the
Participant's individual incentive target by a fraction, the
numerator of which shall be the number of days in the
Change-in-Control Performance Period which have elapsed as of the
date of the Change in Control, and the denominator of which shall
be the number of days in the Performance Period. Notwithstanding
the immediately preceding sentence, no amounts shall be paid
pursuant thereto which would, in the opinion of counsel selected
by Mead's independent auditors, constitute "parachute payments"
within the meaning of Section 280G(b)(2)(A) of the Internal
Revenue Code (the "Code") and, when added to any other "parachute
payments" which would be received by the Participant pursuant to
the terms of any other plan, arrangement or agreement with Mead,
any person whose actions result in a change in control of Mead or
any person affiliated with Mead or such person, would be subject
to the tax imposed by Section 4999 of the Code.
Notwithstanding any provision to the contrary in the Plan, upon
and after the occurrence of a Change in Control, (i)
the Compensation Committee shall have no power to cause a
Participant's award to be paid in any manner other than as a cash
lump sum, (ii) the Board of Directors shall have no power to
require a mandatory deferral of all or any portion of the award,
and (iii) neither the Compensation Committee, the Board of
Directors nor any other person or entity shall have the right to
terminate or amend the Plan in any manner which would adversely
affect the rights or expectancies of a Participant with respect
to payment of an award pursuant to this section, as in effect
immediately before the Change in Control.
Definition of Change in Control
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A "Change in Control" shall be deemed to have occurred if an
event set forth in any one of the following paragraphs shall
have occurred:
(i) date of expiration of a Tender Offer (as defined below),
other than an offer by Mead, if the offeror acquires Shares
(as defined below) pursuant to such Tender Offer;
(ii) the date of approval by the shareholders of Mead of a
definitive agreement: (x) for the merger or consolidation of
Mead or any direct or indirect subsidiary of Mead into or with
another corporation, other than (1) a merger or consolidation
which would result in the voting securities of Mead outstanding
immediately prior thereto continuing to represent ((i) in the
case of a merger or consolidation of Mead, either by remaining
outstanding or by being converted into voting securities of the
surviving entity or any parent thereof, or (ii) in the case of a
merger or consolidation of any direct or indirect subsidiary of
Mead, either by remaining outstanding if Mead continues as a
parent of the merged or consolidated subsidiary or by being
converted into voting securities of the surviving entity or any
parent thereof) at least 51% of the combined voting power of the
voting securities of Mead or such surviving or parent entity
outstanding
immediately after such merger or consolidation, or (2) a merger
or consolidation effected to implement a recapitalization of Mead
(or similar transaction) in which no Person (as defined below) is
or becomes the Beneficial Owner (as defined below), directly or
indirectly, of securities of Mead (not including in the
securities Beneficially Owned by such Person any securities
acquired directly from Mead or its Affiliates) representing 25%
or more of the combined voting power of Mead's then outstanding
securities, or (y) for the sale or disposition of all or
substantially all of the assets of Mead, other than a sale or
disposition by Mead for all or substantially all of Mead's assets
to an entity, at least 51% of the combined voting power of the
voting securities of which are owned (directly or indirectly) by
shareholders of Mead in substantially the same proportions as
their ownership of Mead immediately prior to such sale or
disposition.
(iii) (x) any Person is or becomes the Beneficial Owner of 25%
or more of the voting power of the then outstanding securities
of Mead (not including in the securities beneficially owned by
such Person any securities acquired directly or indirectly from
Mead or its affiliates), excluding any Person who becomes such a
Beneficial Owner in connection with a transaction described in
clause (x)(1) of paragraph (ii) above or (y) the date of
authorization, by both a majority of the voting power of Mead and
a majority of the portion of such voting power excluding the
voting power of interested Shares, of a control share acquisition
(as such term is defined in Chapter 1701 of the Ohio Revised
Code); and
(iv) a change in the composition of the Board of Directors such
that individuals who were members of the Board of Directors on
the date two years prior to such change (and any new directors
(other than a director whose initial assumption of office is in
connection with an actual or threatened election contest,
including but not limited to a consent solicitation, relating to
the election of directors of Mead) who were elected, or were
nominated for election by Mead's shareholders with the
affirmative vote of at least two-thirds of the directors then
still in office who either were directors at the beginning of
such two year period or whose election or nomination for election
was previously so approved) no longer constitute a majority of
the Board of Directors.
Notwithstanding the foregoing, a "Change in Control" shall not be
deemed to have occurred by virtue of the consummation of any
transaction or series of integrated transactions immediately
following which the record holders of the common stock of Mead
immediately prior to such transaction or series of transactions
continue to have substantially the same proportionate ownership
in an entity which owns all or substantially all of the assets of
Mead immediately following such transaction or series of
transactions.
"Affiliate" shall have the meaning set forth in Rule 12b-2
promulgated under Section 12 of the Exchange Act.
"Beneficial Owner" shall have the meaning defined in Rule 13d-3
under the Exchange Act.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.
"Person" shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof, except that such term shall not include (i) Mead or any
of its subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of Mead or any of its
Affiliates, (iii) an underwriter temporarily holding securities
pursuant to an offering of such securities , or (iv) a
corporation owned, directly or indirectly, by the shareholders of
Mead in substantially the same proportions as their ownership of
stock of Mead.
"Shares" shall mean shares of common stock, without par value, of
The Mead Corporation
"Tender Offer" shall mean a tender offer or a request or
invitation for tenders or an exchange offer subject to regulation
under Section 14(d) of the Exchange Act and the rules and
regulations thereunder, as the same may be amended, modified or
superseded from time to time.
Attachment 2
THE CORPORATE LONG TERM INCENTIVE PLAN
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PAYOUT TARGETS
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1999
Grade Incentive Target
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33 $ 823,600
32 683,600
31 563,400
30 461,800
29 378,100
28 310,000
27 255,300
26 210,100
25 173,900
24 146,000
23 125,800
22 75,700
21 59,300
Mead Long Term Incentive Payout
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Restricted Stock Grant
(% 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
8-13 7 6 5 4 3 2 1
Median Top
Max Payout: 200% Mead vs. Forest Products
Ranking of 2-Year Total Shareholder Return (TSR)