Exhibit 10(3)
THE MEAD CORPORATION
THE CORPORATE LONG TERM INCENTIVE PLAN
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2002
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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 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 2001 and
2002, with the performance period ending December 31, 2002. The next Long Term
Incentive Plan covers the period 2002 and 2003, with the performance period
ending December 31, 2003. 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 at salary grade 23 or above and all Division
Presidents are participants in this Plan. The Compensation Committee of the
Board of Directors may designate any other executive as a participant at its
sole discretion.
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 2002 Long Term Incentive Targets by grade are shown in Attachment 2. These
Targets 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
Forest and Paper Industry Compensation Association (FPICA) 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, 2002, these companies are identified as:
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Boise Cascade
Bowater
Georgia Pacific
International Paper
Potlatch
Smurfit/Stone Container
Temple-Inland
Westvaco
Weyerhaeuser
Willamette
For the current plan period, the TSR of Mead, of the S&P 500 Index and of the FP
Peers are each measured at the end of each calendar quarter for the two-year
period:
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Period Quarter Ending TSR Measured
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1 Mar 31, 2001 From 03/31/1999 to 03/31/2001
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2 Jun 30, 2001 From 06/30/1999 to 06/30/2001
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3 Sep 30, 2001 From 09/30/1999 to 09/30/2001
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4 Dec 31, 2001 From 12/31/1999 to 12/31/2001
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5 Mar 31, 2002 From 03/31/2000 to 03/31/2002
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6 Jul 30, 2002 From 06/30/2000 to 06/30/2002
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7 Sep 30, 2002 From 09/30/2000 to 09/30/2002
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8 Dec 31, 2002 From 12/31/2000 to 12/31/2002
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Mead's TSR ranking with respect to the FP Peers is averaged for all eight
periods to determine an Overall Mead FP Rank; and Mead's TSR relative to that of
the S&P 500 Index is averaged for all eight periods to determine an Overall Mead
Competitive Return.
A single matrix (Attachment 3) determines the Payout Factor on the basis of the
Overall Mead FP Rank and the Overall Mead Competitive Return. Interpolation
between matrix values will be calculated.
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:
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1. The Committee may, but is not obligated to, determine a ZERO payout if Mead
TSR for the two-year performance period is negative, even if Mead TSR
exceeds either or both comparator groups; or
2. There shall be no payout to any participant if corporate earnings are
negative in the final year of the performance period, after adjustments for
special items by the Committee; or
3. Payout is capped at 200% of target, for any level of performance.
ACCOUNTING FOR PAYOUT
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The aggregate payout amount will be estimated periodically, and the required
accruing for the payout will be charged against earnings over time. Approved
individual incentive payments will be determined after the measurement period
and charged against the previously established balance sheet accrual. 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.
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. The Committee
anticipates that the payout will normally be delivered to all participants as a
minimum of 25% restricted stock (with a 3-year vesting period), and the balance
delivered in either cash, or deferred into Mead's Executive Capital Accumulation
Plan, or as restricted stock, as elected by each participant. The Board of
Directors may require a mandatory deferral of all or any portion of the payout
to ensure full deductibility of compensation paid 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.
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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, 2002
(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
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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.
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`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.
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Attachment 2
THE CORPORATE LONG TERM INCENTIVE PLAN
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2001-2002 Plan Period
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2001 Payout Targets
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Grade Incentive Target
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33 $834,700
32 692,700
31 571,200
30 471,000
29 385,900
28 316,800
27 260,400
26 214,800
25 178,300
24 146,000
23 125,800
22 75,700
21 59,300
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Mead Long Term Incentive Payout
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For 2001-2002 Performance Cycle
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Payout - % of Target
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+35% 1.70 0% 136% 153% 170% 187% 200% 200%
+30% 1.60 0% 128% 144% 160% 176% 192% 200%
+25% 1.50 0% 120% 135% 150% 165% 180% 195%
+20% 1.40 0% 112% 126% 140% 154% 168% 182%
+15% 1.30 0% 104% 117% 130% 143% 156% 169%
+10% 1.20 0% 96% 108% 120% 132% 144% 156%
+5% 1.10 0% 88% 99% 110% 121% 132% 143%
Overall Mead Average 1.00 0% 80% 90% 100% 110% 120% 130%
Industrial Return -5% 0.90 0% 72% 81% 90% 99% 108% 117%
-10% 0.80 0% 64% 72% 80% 88% 96% 104%
Mead 2-Yr TSR -15% 0.70 0% 56% 63% 70% 77% 84% 91%
Relative to S&P 500 -20% 0.60 0% 48% 54% 60% 66% 72% 78%
average of 8 periods -25% 0.50 0% 40% 45% 50% 55% 60% 65%
-30% 0.40 0% 32% 36% 40% 44% 48% 52%
-35% 0.30 0% 24% 27% 30% 33% 36% 39%
-40% 0.20 0% 16% 18% 20% 22% 24% 26%
-45% 0.10 0% 8% 9% 10% 11% 12% 13%
-50% 0.00 0% 0% 0% 0% 0% 0% 0%
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Multipliers 0 0.80 0.90 1.00 1.10 1.20 1.30
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7-11 6 5 4 3 2 1
Median Top
Max Payout: 200% Overall Mead FP Rank
Mead vs. Forest Products
Ranking of 2-Year TSR - average of 8 periods
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