Exhibit 10(1)
AMENDMENT
TO
THE MEAD CORPORATION
1996 STOCK OPTION PLAN
THIS AMENDMENT (this "Amendment") is made as of February 22, 2001 to The
Mead Corporation 1996 Stock Option Plan (the "Plan").
WHEREAS, the Board of Directors of the Company has determined that it is in
the best interests of The Mead Corporation (the "Company"), its shareholders and
Grantees that the Plan be amended, in accordance with Section 13 thereof, as
provided herein;
NOW, THEREFORE, the Plan is hereby amended as follows, provided that this
Amendment shall be subject to the approval of the Company's shareholders at the
Company's annual shareholder's meeting on April 26, 2001:
1. The first sentence of Section 3 (a) of the Plan is hereby amended in
its entirety to read as follows:
Number of Shares. Subject to adjustment as provided in Section 11, the
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maximum number of Shares that may be issued and/or delivered under the Plan
upon the exercise of options is 10,500,000.
2. The second paragraph of Section 4 of the Plan is hereby amended by
adding the phrase "under option agreements entered into prior to April 26, 2001"
after the phrase "Reload Options" in the second sentence thereof.
3. Section 4 of the Plan is hereby amended by the addition of the
following sentence at the end of the second paragraph thereof:
Notwithstanding the foregoing, except in connection with an adjustment
pursuant to Section 11 hereof, in no event shall the Committee have the
authority to take any action which would have the result of adjusting
downward the exercise price of any Incentive Stock Option or Nonqualified
Option granted hereunder, whether through any amendment of the terms of
such option, through the cancellation and subsequent replacement of such
option with a new option in connection therewith or through any other
means.
4. The first sentence of Section 5 of the Plan is hereby amended in its
entirety to read as follows:
From time to time during the term of the Plan, the Committee may grant one
or more Incentive Stock Options, Nonqualified Options and Reload Options
under option agreements entered into prior to April 26, 2001 to any person
who is then an officer or other key employee of the Company.
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5. Section 6 (b) (5) of the Plan is hereby amended in its entirety to
read as follows:
At the time the option is granted, or at such other time as the Committee
may determine, the Committee may provide that, if the Grantee of the option
ceases to be employed by the Company for any reason (including, but not
limited to, the Grantee's disability), other than death or retirement of
the Grantee, the option will continue to be exercisable by the Holder
(including a Transferee under Section 10 hereof) for such additional period
(not to exceed the remaining term of such option) as the Committee may
provide. Unless otherwise determined by the Committee at the time an option
is granted, if the Grantee of an option granted after April 26, 2001 ceases
to be employed by the Company due to the Grantee's retirement, all options
granted after April 26, 2001 which are then exercisable by such Grantee
shall remain exercisable by the Holder for up to five (5) years after the
date of such termination of employment, but in no event may the option be
exercised later than its otherwise applicable expiration date.
6. Section 6 (d) of the Plan is hereby amended by adding the phrase
"under option agreements entered into prior to April 26, 2001" immediately
before the defined term "(the "Original Option")."
7. Section 6 (e) of the Plan is hereby amended by adding the phrase
"under option agreements entered into prior to April 26, 2001" after the phrase
"including a Reload Option" from the first parenthetical contained therein.
This Amendment shall be effective as of the date first written above to
options first granted after April 26, 2001, but shall be subject to the approval
of the Company's shareholders at the Company's annual shareholder's meeting in
the year 2001. Except as modified by this Amendment, the Plan shall remain in
full force and effect.
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