CROWN VANTAGE INC.
1995 INCENTIVE STOCK PLAN
(as amended March 21 and May 7, 1996)
CROWN VANTAGE INC. (the "Company") hereby adopts this Crown Vantage Inc. 1995
Incentive Stock Plan.
1. PURPOSE. The purpose of the Crown Vantage Inc. 1995 Incentive Stock Plan
(the "Plan") is to further the long term stability and financial success of the
Company by attracting and retaining key employees of the Company and its
Subsidiaries through the use of stock incentives. It is believed that ownership
of Company Stock will stimulate the efforts of those employees of the Company
upon whose judgment and interest the Company is and will be largely dependent
for the successful conduct of its business. It is also believed that awards
granted to such employees under this Plan will strengthen their desire to remain
with the Company and will further the identification of those employees'
interests with those of the Company's shareholders.
The Plan has been adopted by the Board of Directors of the Company and
approved by James River Corporation of Virginia ("James River"), the Company's
sole shareholder. This Plan shall become effective as of the record date of the
distribution of shares of Company Stock by James River to its shareholders. The
Plan is intended to conform to the provisions of Securities and Exchange
Commission Rule 16b-3 ("Rule 16b-3").
2. DEFINITIONS. As used in the Plan, the following terms have the meanings
indicated:
(a) "Act" means the Securities Exchange Act of 1934, as amended.
(b) "Applicable Withholding Taxes" means the aggregate amount of federal,
state and local income and payroll taxes that the Company is required to
withhold in
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connection with any exercise of an Option or the award, lapse of restrictions or
payment with respect to Restricted Stock, Incentive Stock or Deferred Stock.
(c) "Award" means the award of an Option, Restricted Stock, Incentive Stock
or Deferred Stock under the Plan.
(d) "Board" means the Board of Directors of the Company.
(e) "Change of Control" means:
(i) The acquisition by any unrelated person of beneficial ownership
(as that term is used for purposes of the Act) of 20% or more of the
then outstanding shares of common stock of the Company or the combined
voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors. The term
"unrelated person" means any person other than (x) the Company and its
Subsidiaries, (y) an employee benefit plan or trust of the Company or
its Subsidiaries, and (z) a person who acquires stock of the Company
pursuant to an agreement with the Company that is approved by the
Board in advance of the acquisition, unless the acquisition results in
a Change of Control pursuant to subsection (ii) below. For purposes
of this subsection, a "person" means an individual, entity or group,
as that term is used for purposes of the Act.
(ii) As a result of, or in connection with, any tender or exchange
offer, merger or other business combination, sale of assets or
contested election, or any combination of the foregoing transactions,
the persons who were directors of the Company before such transactions
shall cease to constitute a majority of the Board of Directors of the
Company or any successor to the Company.
(f) "Code" means the Internal Revenue Code of 1986, as amended.
(g) "Committee" means the committee appointed to administer the Plan as
provided in Section 17.
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(h) "Company" means Crown Vantage Inc.
(i) "Company Stock" means common stock of the Company. In the event of a
change in the capital structure of the Company (as provided in Section 16),
the shares resulting from such a change shall be deemed to be Company Stock
within the meaning of the Plan.
(j) "Corporate Change" means a consolidation, merger, dissolution or
liquidation of the Company or a Subsidiary, or a sale or distribution of
assets or stock (other than in the ordinary course of business) of the
Company or a Subsidiary; provided that, unless the Committee determines
otherwise, a Corporate Change shall only be considered to have occurred
with respect to Participants whose business unit is affected by the
Corporate Change.
(k) "Date of Grant" means the date as of which an Award is made by the
Committee.
(l) "Deferred Stock" means hypothetical shares of Company Stock granted
pursuant to Section 9.
(m) "Fair Market Value" means if the Company Stock is traded on an
exchange, the mean of the highest and lowest registered sales prices of the
Company Stock on the exchange on which the Company Stock generally has the
greatest trading volume, if the Company Stock is traded in the over-the-
counter market, the mean between the closing bid and asked prices as
reported by Nasdaq, or if the Committee determines that another method
of determining the fair market value of Company Stock is appropriate,
the Fair Market Value shall be determined by the Committee in its
discretion. Fair Market Value shall be determined as of the applicable
date specified in the Plan or, if there if are no trades on such date, the
value shall be determined as of the last preceding day on which the Company
Stock is traded.
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(n) "Incentive Stock" means Company Stock awarded when performance goals
are achieved pursuant to an incentive plan established by the Committee as
provided in Section 8.
(o) "Incentive Stock Option" means an Option intended to meet the
requirements of, and qualify for favorable Federal income tax treatment
under, Code section 422.
(p) "Insider" means a person subject to Section 16(b) of the Act.
(q) "James River" means James River Corporation of Virginia.
(r) "Nonstatutory Stock Option" means an Option that does not meet the
requirements of Code section 422, or that is otherwise not intended to be
an Incentive Stock Option and is so designated.
(s) "Option" means a right to purchase Company Stock granted under the
Plan, at a price determined in accordance with the Plan.
(t) "Participant" means any employee who receives an Award under the Plan.
(u) "Reload Feature" means a feature of an Option, as described in the
Participant's stock option agreement, that provides for the automatic grant
of a Reload Option in accordance with the provisions of Section 10(b).
(v) "Reload Option" means an Option granted to a Participant equal to the
number of shares of already owned Company Stock that are delivered by the
Participant to exercise an Option, as described in Section 10(b).
(w) "Restricted Stock" means Company Stock awarded upon the terms and
subject to the restrictions set forth in Section 7.
(x) "Rule 16b-3" means Rule 16b-3 of the Act. A reference in the Plan to
Rule 16b-3 shall include a reference to any corresponding subsequent rule
or any amendments to Rule 16b-3 enacted after the effective date of the
Plan.
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(y) "Subsidiary" means an entity of which the Company owns 50% or more of
the total combined voting power of all classes of stock.
(z) "Shareholder" means a person who owns, directly or indirectly, stock
possessing more than 10% of the total combined voting power of all classes
of stock of the Company or any parent or Subsidiary of the Company.
Indirect ownership of stock shall be determined in accordance with Code
section 424(d).
3. GENERAL. The following types of Awards may be granted under the Plan:
Options, Restricted Stock, Incentive Stock and Deferred Stock. Options granted
under the Plan may be Incentive Stock Options or Nonstatutory Stock Options.
4. STOCK. Subject to Section 16 of the Plan, there shall be reserved for
issuance under the Plan an aggregate of 1,400,000 shares of Company Stock, which
shall be authorized, but unissued, shares. Shares granted under Options that
expire or otherwise terminate unexercised and shares that are forfeited pursuant
to restrictions on Restricted Stock, Incentive Stock or Deferred Stock may again
be subjected to an Award under the Plan. For purposes of determining the number
of shares that are available for Awards under the Plan, such number shall, if
permissible under Rule 16b-3, include the number of shares surrendered by a
Participant or retained by the Company in payment of Applicable Withholding
Taxes.
5. ELIGIBILITY.
(a) Any employee of the Company or a Subsidiary who, in the judgment of
the Committee, has contributed or can be expected to contribute to the
profits or growth of the Company shall be eligible to receive Awards under
the Plan. Directors of the Company who are employees and are not members
of the Committee are eligible to participate in the Plan. Awards of
Deferred Stock may only be granted to employees who are management or
highly compensated employees of the Company, a parent or a Subsidiary. The
Committee shall have the power and complete discretion, as provided in
Section 17, to select eligible employees to receive Awards and to determine
for each
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employee the terms, conditions and nature of the Award and the number of
shares to be allocated to each employee as part of the Award. The
Committee is expressly authorized to make an Award to a Participant
conditioned upon the surrender for cancellation of an existing Award.
(b) The grant of an Award shall not obligate the Company or any Subsidiary
to pay an employee any particular amount of remuneration, to continue the
employment of the employee after the grant or to make further grants to the
employee at any time thereafter.
6. STOCK OPTIONS.
(a) Whenever the Committee deems it appropriate to grant Options, notice
shall be given to the eligible employee stating the number of shares for
which Options are granted, the Option price per share, whether the Options
are Incentive Stock Options or Nonstatutory Stock Options, and the
conditions to which the grant and exercise of the Options are subject.
This notice, when duly accepted in writing by the Participant, shall become
a stock option agreement between the Company and the Participant.
(b) The Committee shall establish the exercise price of Options. The
exercise price of a Nonstatutory Stock Option shall be not less than 85% of
the Fair Market Value of the shares of Company Stock covered by the Option
on the Date of Grant. The exercise price of an Incentive Stock Option
shall be not less than 100% of the Fair Market Value of such shares on the
Date of Grant; provided that if the Participant is a 10% Shareholder, the
exercise price of an Incentive Stock Option shall be not less than 110% of
the Fair Market Value of such shares on the Date of Grant.
(c) An employee may not receive awards of Options under the Plan with
respect to more than 200,000 shares of Company Stock during any 12-month
period.
(d) Options may be exercised in whole or in part at such times as may be
specified by the Committee in the Participant's stock option agreement.
The Committee may impose such vesting conditions and other requirements as
the Committee deems
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appropriate, and the Committee may include such provisions regarding a
Change of Control or Corporate Change as the Committee deems appropriate.
(e) The Committee shall establish the term of each Option in the
Participant's stock option agreement. The term of an Incentive Stock
Option shall not be longer than ten years from the Date of Grant, except
that an Incentive Stock Option granted to a 10% Shareholder may not have a
term in excess of five years. No Option may be exercised after the
expiration of its term or, except as set forth in the Participant's stock
option agreement, after the termination of the Participant's employment.
The Committee shall set forth in the Participant's stock option agreement
when, and under what circumstances, an Option may be exercised after
termination of the Participant's employment.
(f) An Incentive Stock Option, by its terms, shall be exercisable in any
calendar year only to the extent that the aggregate Fair Market Value
(determined at the Date of Grant) of the Company Stock with respect to
which Incentive Stock Options are exercisable by the Participant for the
first time during the calendar year does not exceed $100,000 (the
"Limitation Amount"). Incentive Stock Options granted after 1986 under the
Plan and all other plans of the Company and any parent or Subsidiary of the
Company shall be aggregated for purposes of determining whether the
Limitation Amount has been exceeded. The Board may impose such conditions
as it deems appropriate on an Incentive Stock Option to ensure that the
foregoing requirement is met. If Incentive Stock Options that first become
exercisable in a calendar year exceed the Limitation Amount, the excess
Options will be treated as Nonstatutory Stock Options to the extent
permitted by law.
(g)If a Participant dies and if the Participant's stock option agreement
provides that part or all of the Option may be exercised after the
Participant's death, then such portion may be exercised by the personal
representative of the Participant's estate during the time period specified
in the stock option agreement.
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(h) The Committee may, in its discretion, grant Options containing a
Reload Feature as described in Section 10(b) and may amend previously
granted Nonstatutory Stock Options to provide such a Reload Feature.
7. RESTRICTED STOCK AWARDS.
(a) Whenever the Committee deems it appropriate to grant a Restricted
Stock Award, notice shall be given to the Participant stating the number of
shares of Restricted Stock for which the Award is granted and the terms and
conditions to which the Award is subject. This notice, when accepted in
writing by the Participant, shall become an Award agreement between the
Company and the Participant. Certificates representing the shares shall be
issued in the name of the Participant, subject to the restrictions imposed
by the Plan and the Committee. A Restricted Stock Award may be made by the
Committee in its discretion without cash consideration.
(b) The Committee may place such restrictions on the transferability and
vesting of Restricted Stock as the Committee deems appropriate, including
restrictions relating to continued employment and financial performance
goals. Without limiting the foregoing, the Committee may provide
performance acceleration parameters under which all, or a portion, of the
Restricted Stock will vest on the Company's achievement of established
performance objectives. Restricted Stock may not be sold, assigned,
transferred, disposed of, pledged, hypothecated or otherwise encumbered
until the restrictions on such shares shall have lapsed or shall have been
removed pursuant to subsection (c) below.
(c) The Committee may provide in a Restricted Stock Award, or
subsequently, that the restrictions will lapse if a Change of Control or
Corporate Change occurs. The Committee may at any time, in its sole
discretion, accelerate the time at which any or all restrictions will lapse
or may remove restrictions on Restricted Stock as it deems appropriate.
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(d) A Participant shall hold shares of Restricted Stock subject to the
restrictions set forth in the Award agreement and in the Plan. In other
respects, the Participant shall have all the rights of a shareholder with
respect to the shares of Restricted Stock, including, but not limited to,
the right to vote such shares and the right to receive all cash dividends
and other distributions paid thereon. Certificates representing Restricted
Stock shall bear a legend referring to the restrictions set forth in the
Plan and the Participant's Award agreement. If stock dividends are
declared on Restricted Stock, such stock dividends or other distributions
shall be subject to the same restrictions as the underlying shares of
Restricted Stock.
8. INCENTIVE STOCK AWARDS.
(a) Incentive Stock may be issued pursuant to the Plan in connection with
incentive programs established from time to time by the Committee. The
Committee shall establish such performance criteria as it deems appropriate
as a prerequisite for the issuance of Incentive Stock. A Participant who
is eligible to receive Incentive Stock will have no rights as a shareholder
before receipt of the Incentive Stock certificates. Incentive Stock may be
issued without cash consideration. A Participant's interest in an
incentive program may not be sold, assigned, transferred, pledged,
hypothecated, or otherwise encumbered.
(b) The Committee may provide in the incentive program, or subsequently,
that Incentive Stock will be issued if a Change of Control or Corporate
Change occurs, even though the performance goals set by the Committee have
not been met.
9. DEFERRED STOCK AWARDS.
(a) The Committee may make Deferred Stock Awards as the Committee deems
appropriate. The value of a Deferred Stock Award shall be converted as of
the Date of Grant into hypothetical shares of Company Stock valued at the
Fair Market Value of the Company Stock as of the Date of Grant. The
Company shall establish a book account on its records for the Participant
and shall credit to the Participant's book
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account the number of hypothetical shares of Company Stock granted pursuant
to the Award. No actual shares of Company Stock or other certificates
shall be issued when an Award is granted. Deferred Stock may be issued
without cash consideration. A Participant's interest in Deferred Stock may
not be sold, assigned, transferred, pledged, hypothecated, or otherwise
encumbered.
(b) Each Participant's book account shall be adjusted to take into account
cash dividends that are declared on Company Stock. The Committee shall
determine the amount of cash dividends that are declared as of each record
date with respect to shares of Company Stock equal to the number of
hypothetical shares of Company Stock that are credited to the Participant's
book account as of the record date. The total dividends shall then be
converted into hypothetical shares of Company Stock by dividing the amount
of the dividends by the Fair Market Value of the Company Stock as of the
record date, and the nearest number of hypothetical shares of Company Stock
so determined shall be credited to the Participant's book account. Each
Participant's book account shall be adjusted to take into account any stock
dividends or other non-cash distributions pursuant to Section 16.
(c) The Committee shall establish such vesting provisions and other
conditions with respect to Deferred Stock Awards as the Committee deems
appropriate.
(d) When the Committee determines that a Deferred Stock Award is to be
made, the Committee shall give the Participant an opportunity to elect,
from the forms of payment described below, the form in which the amount
credited to his book account is to be paid. The Participant must make
the election in writing when he is first notified that he will be granted
a Deferred Stock Award. The election shall be irrevocable and may not be
modified by the Participant. The forms of payment are as follows:
(i) The Participant may elect the pre-retirement form of payment,
under which the amount credited to his book account will be paid to
him in increments as it becomes vested.
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(ii) The Participant may elect the post-retirement form of payment,
under which the amount credited to his book account will be paid to
him in substantially equal annual installments after his retirement
from the Company and its Subsidiaries at or after age 65. At the time
the Participant makes the election, the Participant shall designate
the period over which the installment payments will be made. The
Committee will have discretion to modify the form of installment
payment designated by the Participant, if the Committee deems such a
modification to be appropriate. If a Participant elects the
post-retirement form of payment and dies after the installment
payments begin, the remaining installments will be paid to the
Participant's beneficiary.
All elections under this subsection shall be made subject to the provisions of
Section 11.
(e) If a Participant dies or otherwise terminates employment, any portion
of the Participant's vested interest in his book account that has not
previously been distributed shall be paid to the Participant (or, in the
case of his death, to his beneficiary) as follows:
(i) Unless the Committee determines otherwise, if (x) the
Participant's termination of employment occurs because he retires at
or after age 50, dies or becomes disabled and (y) the Participant
elected the post-retirement form of payment, the Participant's vested
interest in his book account shall be paid in the manner selected by
the Participant pursuant to subsection (d) above, commencing at a date
determined by the Committee (which may be earlier than the
Participant's 65th birthday).
(ii) In all other cases, the vested amount shall be paid in a lump sum
payment or in installments, as the Committee deems appropriate.
(f) If a Participant retires from employment with the Company and its
Subsidiaries at or after age 65 or on account of early retirement, as
determined by the Committee, or if a Participant dies while he is employed
by the Company or a Subsidiary, the
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Participant's interest in his book account shall be fully vested. The
Committee may specify in a Participant's Deferred Stock Agreement other
circumstances that will cause a Participant's interest in the book account
to become fully vested. Except as provided above or in the Participant's
Deferred Stock Award agreement, a Participant's nonvested interest in his
book account shall be forfeited if his employment terminates for any reason
before early retirement, as specified by the Committee.
(g) When payment of a Deferred Stock benefit is to be made, the Committee
shall determine whether payment shall be made in whole shares of Company
Stock equal to the number of hypothetical whole shares of Company Stock to
be distributed or in a combination of whole shares of Company Stock and
cash, in such proportions as the Committee deems appropriate. When a
payment is made partly in cash, the hypothetical shares of Company Stock
then credited to the Participant's book account shall be valued, for
purposes of the payment, at the Fair Market Value of Company Stock at the
time the payment is made. The Committee shall have sole discretion to
determine the form of payment. Applicable Withholding Taxes shall
automatically be withheld from all payments.
10. METHOD OF EXERCISE OF OPTIONS.
(a) Options may be exercised by giving written notice of the exercise to
the Company, stating the number of shares the Participant has elected to
purchase under the Option. Such notice shall be effective only if
accompanied by the exercise price in full in cash; provided that, if the
terms of an Option so permit, the Participant may deliver Company Stock
that the Participant has owned for at least six months (valued at Fair
Market Value on the date of exercise), or cause shares of Company Stock
(valued at their Fair Market Value on the date of exercise) to be withheld
in satisfaction of all or any part of the exercise price, deliver a
properly executed exercise notice together with irrevocable instructions to
a broker to deliver promptly to the Company, from the sale or loan proceeds
with respect to the sale of Company Stock or a loan secured by Company
Stock, the amount necessary to pay the exercise price and, if required by
the
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Committee, Applicable Withholding Taxes, or deliver an interest bearing
promissory note, payable to the Company, in payment of all or part of the
exercise price, together with such collateral and subject to such terms as
may be required by the Committee at the time of exercise. The interest
rate under any such promissory note shall be equal to the minimum interest
rate required at the time to avoid imputed interest to the Participant
under the Code.
(b) If a Participant exercises an Option that has a Reload Feature by
delivering already owned shares of Company Stock, the Participant shall
automatically be granted a Reload Option. The Reload Option shall be
subject to the following provisions:
(i) The Reload Option shall cover the number of shares of Company
Stock delivered by the Participant to exercise the Option;
(ii) The Reload Option will not have a Reload Feature;
(iii)The exercise price of shares of Company Stock covered by a Reload
Option shall be not less than 100% of the Fair Market Value of such
shares on the date the Participant delivers shares of Company Stock to
exercise the Option; and
(iv) The Reload Option shall be subject to the same restrictions on
exercisability as those imposed on the underlying Option and such
other restrictions as the Committee deems appropriate.
(c) Notwithstanding anything herein to the contrary, Awards shall always
be granted and exercised in such a manner as to conform to the provisions
of Rule 16b-3.
11. DEFERRAL OF PAYMENT.
(a) The Committee may provide in an Award agreement that payment of a
Participant's benefit under the Plan shall be deferred if and to the extent
that the sum of the Participant's Plan benefit, plus all other
compensation paid or payable to the
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Participant for the fiscal year in which the Plan benefit would otherwise
be paid exceeds the maximum amount of compensation that the Company may
deduct under Code section 162(m) with respect to the Participant for the
year. The Committee may provide in an Award agreement that a benefit
deferred pursuant to this Section shall be paid in the first fiscal year of
the Company in which the sum of the Participant's Plan benefit and all
other compensation paid or payable to the Participant does not exceed the
maximum amount of compensation deductible by the Company under Code section
162(m). This Section shall only apply to Participants and Plan benefits
covered by Code section 162(m).
(b) The Committee may defer payment of part or all of a Plan benefit with
respect to a Participant who is an Insider, to the extent necessary or
appropriate to comply with Rule 16b-3.
(c) The Committee shall have sole discretion to determine whether and to
what extent Plan benefits are to be deferred pursuant to this Section, how
such deferred amounts are to be calculated and when deferred amounts shall
be paid. The Committee's determination shall be final and binding.
12. APPLICABLE WITHHOLDING TAXES. Each Participant shall agree, as a condition
of receiving an Award, to pay to the Company, or make arrangements satisfactory
to the Company regarding the payment of, all Applicable Withholding Taxes with
respect to the Award. Until the Applicable Withholding Taxes have been paid or
arrangements satisfactory to the Company have been made, no stock certificates
(or, in the case of Restricted Stock, no stock certificates free of a
restrictive legend) shall be issued to the Participant. As an alternative to
making a cash payment to the Company to satisfy Applicable Withholding Tax
obligations, the Committee may establish procedures permitting the Participant
to elect to deliver shares of already owned Company Stock or have the Company
retain that number of shares of Company Stock that would satisfy all or a
specified portion of the Applicable Withholding Taxes. Any such election shall
be made
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only in accordance with procedures established by the Committee and, in the case
of an Insider, in accordance with Rule 16b-3.
13. NONTRANSFERABILITY OF AWARDS.
(a) Awards, by their terms, shall not be transferable by the Participant
except by will or by the laws of descent and distribution or except as
described below. Options shall be exercisable, during the Participant's
lifetime, only by the Participant or by his guardian or legal
representative.
(b) The Committee may grant Nonstatutory Stock Options that permit a
Participant to transfer the Options to one or more immediate family
members, to a trust for the benefit of immediate family members or to a
partnership whose only partners are immediate family members.
Consideration may not be paid for the transfer of Options. The transferee
of an Option shall be subject to all conditions applicable to the Option
prior to its transfer. The agreement granting the Option shall set forth
the transfer conditions and restrictions. The Committee may impose on any
transferable Option and on stock issued upon the exercise of an Option such
limitations and conditions as the Committee deems appropriate. Except to
the extent otherwise permitted by Rule 16b-3, Options that are intended to
be exempt from Section 16(b) of the Act pursuant to Rule 16b-3 may not be
transferable except by will or by the laws of descent and distribution.
14. EFFECTIVE DATE OF THE PLAN. This Plan shall be effective as of the record
date of the distribution of shares of Company Stock by James River to its
shareholders.
15. TERMINATION, MODIFICATION, CHANGE. If not sooner terminated by the Board,
this Plan shall terminate at the close of business on August 1, 2005. No Awards
shall be made under the Plan after its termination. The Board may terminate the
Plan or may amend the Plan in such respects as it shall deem advisable;
provided, that, if and to the extent required by Rule 16b-3, no change shall be
made that increases the total number of shares of Company Stock reserved for
issuance pursuant to Awards granted under the Plan (except pursuant to
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Section 16), expands the class of persons eligible to receive Awards, or
materially increases the benefits accruing to Participants under the Plan,
unless such change is authorized by the shareholders of the Company.
Notwithstanding the foregoing, the Board may unilaterally amend the Plan and
Awards as it deems appropriate to ensure compliance with Rule 16b-3 and to cause
Incentive Stock Options to meet the requirements of the Code and regulations
thereunder. Except as provided in the preceding sentence, a termination or
amendment of the Plan shall not, without the consent of the Participant,
adversely affect a Participant's rights under an Award previously granted to
him.
CHANGE IN CAPITAL STRUCTURE.
(a) In the event of a stock dividend, stock split or combination of
shares, spin-off, reclassification, recapitalization, merger or other
change in the Company's capital stock (including, but not limited to, the
creation or issuance to shareholders generally of rights, options or
warrants for the purchase of common stock or preferred stock of the
Company), the number and kind of shares of stock or securities of the
Company to be issued under the Plan (under outstanding Awards and Awards to
be granted in the future), the exercise price of Options, and other
relevant provisions shall be appropriately adjusted by the Committee, whose
determination shall be binding on all persons. If the adjustment would
produce fractional shares with respect to any Award, the Committee may
adjust appropriately the number of shares covered by the Award so as to
eliminate the fractional shares.
(b) In the event the Company distributes to its shareholders a dividend, or
sells or causes to be sold to a person other than the Company or a
Subsidiary or affiliate shares of stock in any corporation (a "Spinoff
Company") which, immediately before the distribution or sale, was a
majority owned Subsidiary of the Company, the Committee shall have the
power, in its sole discretion, to make such adjustments as the Committee
deems appropriate. The Committee may make adjustments in the number and
kind of shares or other securities to be issued under the Plan (under
outstanding Awards and Awards to be granted in the future), the exercise
price of Options, and other relevant
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provisions, and, without limiting the foregoing, may substitute securities
of a Spinoff Company for securities of the Company. The Committee shall
make such adjustments as it determines to be appropriate, considering the
economic effect of the distribution or sale on the interests of the
Company's shareholders and the Participants in the businesses operated by
the Spinoff Company. The Committee's determination shall be binding on all
persons. If the adjustment would produce fractional shares with respect to
any Award, the Committee may adjust appropriately the number of shares
covered by the Award so as to eliminate the fractional shares.
(c) If a Change of Control or Corporate Change occurs, the Committee may
take such actions with respect to outstanding Awards as the Committee deems
appropriate. These actions may include, but shall not be limited to,
accelerating the vesting and payment of Awards, releasing restrictions on
Awards, and accelerating the expiration dates of Options. The
effectiveness of such acceleration or release of restrictions shall be
conditioned upon the consummation of the applicable Change of Control or
Corporate Change.
(d) Notwithstanding anything in the Plan to the contrary, the Committee
may take the foregoing actions without the consent of any Participant, and
the Committee's determination shall be conclusive and binding on all
persons for all purposes. The Committee shall make its determinations
consistent with Rule 16b-3 and the applicable provisions of the Code.
17. ADMINISTRATION OF THE PLAN.
(a) The Plan shall be administered by a Committee consisting of two or
more outside directors of the Company, who shall be appointed by the Board.
The Board may designate the Compensation Committee of the Board, or a
subcommittee of the Compensation Committee, to be the Committee for
purposes of the Plan. If and to the extent required by Rule 16b-3, all
members of the Committee shall be "disinterested persons" as that term is
defined in Rule 16b-3, and the Committee shall be comprised solely of two
or more "outside directors" as that term is defined for purposes of Code
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section 162(m). If any member of the Committee fails to qualify an
"outside director" or (to the extent required by Rule 16b-3) a
"disinterested person," such person shall immediately cease to be a member
of the Committee and shall not take part in future Committee deliberations.
The Committee from time to time may appoint members of the Committee and
may fill vacancies, however caused, in the Committee.
(b) The Committee shall have the authority to impose such limitations or
conditions upon an Award as the Committee deems appropriate to achieve the
objectives of the Award and the Plan. Without limiting the foregoing and
in addition to the powers set forth elsewhere in the Plan, the Committee
shall have the power and complete discretion to determine which eligible
employees shall receive an Award and the nature of the Award, the number
of shares of Company Stock to be covered by each Award, whether Options
shall be Incentive Stock Options or Nonstatutory Stock Options, whether to
include a Reload Feature in an Option and the conditions of any Reload
Feature, the Fair Market Value of Company Stock, the time or times when
an Award shall be granted, whether an Award shall become vested over a
period of time, according to a performance-based vesting schedule or
otherwise, and when it shall be fully vested, the terms and conditions
under which restrictions imposed upon an Award shall lapse, whether a
Change of Control or Corporate Change exists, the terms of incentive
programs, performance criteria and other factors relevant to the issuance
of Incentive Stock or the lapse of restrictions on Restricted Stock,
Deferred Stock or Options, when Options may be exercised, whether to
approve a Participant's election with respect to Applicable Withholding
Taxes, conditions relating to the length of time before disposition of
Company Stock received in connection with an Award is permitted, notice
provisions relating to the sale of Company Stock acquired under the Plan,
and any additional requirements relating to Awards that the Committee
deems appropriate. Notwithstanding the foregoing, no "tandem stock
options" (where two stock options are issued together and the exercise of
one option affects the right to exercise the other option) may be issued in
connection with Incentive Stock Options.
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(c) When granting Awards to employees of a foreign Subsidiary, the
Committee shall have complete discretion and authority to grant such Awards
in accordance with all present and future applicable laws.
(d) The Committee shall have the power to amend the terms of previously
granted Awards so long as the terms as amended are consistent with the
terms of the Plan and, where applicable, consistent with the qualification
of an Option as an Incentive Stock Option. The consent of the Participant
must be obtained with respect to any amendment that would adversely affect
the Participant's rights under the Award, except that such consent shall
not be required if such amendment is for the purpose of complying with Rule
16b-3 or any requirement of the Code applicable to the Award.
(e) The Committee may adopt rules and regulations for carrying out the
Plan. The Committee shall have the express discretionary authority to
construe and interpret the Plan and the Award agreements, to resolve any
ambiguities, to define any terms, and to make any other determinations
required by the Plan or an Award agreement. The interpretation and
construction of any provisions of the Plan or an Award agreement by the
Committee shall be final and conclusive. The Committee may consult with
counsel, who may be counsel to the Company, and shall not incur any
liability for any action taken in good faith in reliance upon the advice of
counsel.
(f) A majority of the members of the Committee shall constitute a quorum,
and all actions of the Committee shall be taken by a majority of the
members present. Any action may be taken by a written instrument signed by
all of the members, and any action so taken shall be fully effective as if
it had been taken at a meeting.
18. ISSUANCE OF COMPANY STOCK. The Company shall not be required to issue or
deliver any certificate for shares of Company Stock before (i) the admission of
such shares to listing on any stock exchange on which the Company Stock may then
be listed, or listing of such shares for trading on the Nasdaq National Market
System, (ii) receipt of any required registration or other qualification of such
shares under any state or federal law or regulation that the Company's counsel
shall determine is necessary or advisable, and (iii)
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the Company shall have been advised by counsel that all applicable legal
requirements have been complied with. The Company may place on a certificate
representing Company Stock any legend required to reflect restrictions pursuant
to the Plan, and any legend deemed necessary by the Company's counsel to comply
with federal or state securities laws. The Company may require a customary
written indication of a Participant's investment intent. Until a Participant
has been issued a certificate for the shares of Company Stock acquired, the
Participant shall possess no shareholder rights with respect to the shares.
19. CLAIMS PROCEDURE.
(a) Each Participant shall be entitled to file with the Committee a
written claim for benefits under the Plan. The Committee will review the
claim. If the claim is denied, in whole or in part, the Committee will
furnish the claimant, within 90 days after the Committee's receipt of the
claim (or within 180 days after such receipt, if special circumstances
require an extension of time), a written notice of denial of the claim
containing specific reasons for the denial, specific reference to the
pertinent provisions on which the denial is based, a description of any
additional material or information necessary for the claimant to perfect
the claim, and an explanation of why the material or information is
necessary, and an explanation of the claims review procedure.
(b) The claimant may request a review of the claim denial by an appeals
committee appointed by the Board. The review may be requested in writing
at any time within 90 days after the claimant receives written notice of
the denial of the claim. The appeals committee shall afford the claimant a
full and fair review of the decision denying the claim and, if so
requested, shall permit the claimant to review any documents that are
pertinent to the claim, permit the claimant to submit to the committee
issues and comments in writing, and afford the claimant an opportunity to
meet with a quorum of the committee as part of the review procedure. The
committee's decision on review shall be made in writing and shall be issued
within 60 days following receipt of the
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request for review. The period for a decision may be extended to a date
not later than 120 days after such receipt if the committee determines that
special circumstances require an extension. The decision on review shall
include specific reasons for the decision and specific references to the
Plan provisions on which the decision of the committee is based.
20. RIGHTS UNDER THE PLAN. Title to and beneficial ownership of all benefits
described in the Plan shall at all times remain with the Company. Participation
in the Plan and the right to receive payments under the Plan shall not give a
Participant any proprietary interest in the Company or any Subsidiary or any of
their assets. No trust fund shall be created in connection with the Plan, and
there shall be no required funding of amounts that may become payable under the
Plan. A Participant shall, for all purposes, be a general creditor of the
Company. The interest of a Participant in the Plan cannot be assigned,
anticipated, sold, encumbered or pledged and shall not be subject to the claims
of his creditors.
21. BENEFICIARY. A Participant may designate, on a form provided by the
Committee, one or more beneficiaries to receive any payments under Awards of
Restricted Stock, Deferred Stock or Incentive Stock after the Participant's
death. If a Participant makes no valid designation, or if the designated
beneficiary fails to survive the Participant or otherwise fails to receive the
benefits, the Participant's beneficiary shall be the first of the following
persons who survives the Participant: the Participant's surviving spouse, the
Participant's surviving descendants, PER STIRPES, or the personal
representative of the Participant's estate.
22. NOTICE. All notices and other communications required or permitted to be
given under this Plan shall be in writing and shall be deemed to have been duly
given if delivered personally or mailed first class, postage prepaid, as follows
(a) if to the Company - at its principal business address to the attention of
the Secretary; (b) if to any Participant - at the last address of the
Participant known to the sender at the time the notice or other communication is
sent.
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23. INTERPRETATION. The terms of this Plan are subject to all present and
future regulations and rulings of the Secretary of the Treasury or his delegate
relating to the qualification of Incentive Stock Options under the Code, to the
extent applicable, and they are subject to all present and future rulings of the
Securities Exchange Commission with respect to Rule 16b-3. If any provision of
the Plan conflicts with any such regulation or ruling, to the extent applicable,
that provision of the Plan shall be void and of no effect.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed this 20th
day of June, 1996.
CROWN VANTAGE INC.
By /CHRISTOPHER M. MCLAIN/
-----------------------
Christopher M. McLain
Senior Vice President
and General Counsel,
Corporate Secretary
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