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 24, 1998
TO
STOCK COMPENSATION PLAN
FOR
NON-EMPLOYEE DIRECTORS
OF
UNION CAMP CORPORATION
Appendix Number Seven
Immediately after the 1998 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.