EXHIBIT 10.8
STOCK COMPENSATION PLAN
FOR
NON-EMPLOYEE DIRECTORS
OF
UNION CAMP CORPORATION
1. The purpose of the Stock Compensation Plan for Non-Employee Directors (the
"Plan") of Union Camp Corporation (the "Corporation") is to provide
competitive remuneration to the Corporation's non-employee directors so as to
maintain the Corporation's ability to attract and retain highly qualified
individuals to serve on the Board of Directors and to relate the compensation
of non-employee directors more closely to the interests of the shareholders
of the Corporation by increasing the amount of stock ownership of the
Corporation held by non-employee directors.
2. This Plan shall become effective on April 24, 1990, provided the Plan is
approved by shareholders on such date. If this Plan is not so approved, the
Plan shall not become effective.
3. If the Plan becomes effective, each member of the Board of Directors who is
not an employee of the Corporation immediately after each annual meeting of
the stockholders of the Corporation, beginning with the 1990 Annual Meeting,
shall receive whole shares of Common Stock of the Corporation having a fair
market value of approximately $5,000. The number of shares of Common Stock
each non-employee director shall be entitled to receive following each annual
meeting thereafter shall be the number specified in an amendment to the Plan
adopted as an Appendix thereto by the Board of Directors at any time prior
to, and in the same calendar year as, such annual meeting; provided, however,
if the Plan is not so amended, each non-employee director shall receive whole
shares of Common Stock having a fair market value of approximately $5,000. If
the Plan is so amended, each non-employee director shall receive an equal
number of whole shares of Common Stock the fair market value of which shall
not exceed $40,000 per calendar year. The total number of shares that may be
awarded under this Plan is 150,000, provided that if during any fiscal year
of the Corporation the shares of Common Stock issued and outstanding at the
beginning of such fiscal year increase or decrease by more than 10% by reason
of a stock dividend, stock split, reverse split, subdivision, merger,
recapitalization, consolidation (whether or not the corporation is the
surviving corporation), combination or
exchange of shares, separation, reorganization, liquidation or like action,
the total number of shares which may be granted under this Plan shall be
correspondingly adjusted. The shares of stock awarded under this Plan shall
be delivered to each non-employee director as soon as practicable following
the applicable annual meeting.
4. The Plan shall be administered by the Chief Executive Officer of the
Corporation (the "CEO") whose interpretation and decision as to any question
arising under the Plan shall be conclusive. Recommendations as to annual
awards under the Plan may be made by the CEO to the Board of Directors. In
making any such recommendation, the CEO shall consider (a) the performance of
the Corporation and (b) the remuneration paid to non-employee directors by
other corporations of similar size.
5. All shares of Common Stock of the Corporation to be used for purposes of this
Plan shall either be newly issued stock or stock purchased by the Corporation
for the benefit of each non-employee Director or both. The fair market value
of newly issued or purchased Common Stock shall be the mean of the high and
low sales prices for the Common Stock as reported on the Composite Tape for
New York Stock Exchange issues on the trading date preceding the applicable
annual meeting of stockholders of the Corporation or if there is no sale of
the shares on such Exchange on said date, the mean of the bid and asked
prices on such Exchange at the close of the market on such date shall be
deemed to be the fair market value of the shares.
6. This Plan shall be construed in accordance with the laws of the Commonwealth
of Virginia. The Plan may be amended, suspended or terminated at any time by
action of the Board of Directors of the Corporation, provided no amendment
may (a) increase the maximum number of shares which may be awarded under this
Plan, (b) increase the fair market value of awards to an annual amount
greater than $40,000 for each non-employee director, (c) change the
eligibility for awards to individuals other than non-employee directors, or
(d) more than once every six months, change the number of shares of Common
Stock each non-employee director shall be entitled to receive following each
annual meeting.
-2-
AMENDMENT
FEBRUARY 25, 1997
TO
STOCK COMPENSATION PLAN
FOR
NON-EMPLOYEE DIRECTORS
OF
UNION CAMP CORPORATION
Appendix Number Six
Immediately after the 1997 Annual Meeting of the Stockholders of the Corporation
each member of the Board of Directors of the Corporation who is not an employee
of the Corporation shall receive under the Plan whole shares of Common Stock of
the Corporation having a fair market value of approximately $9,000.