EXHIBIT 10.3
CHAMPION INTERNATIONAL CORPORATION
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1997 PERFORMANCE SHARE PLAN
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1. Purposes.
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The purposes of the Plan are to attract and retain in the employ of the
Company and its subsidiaries and affiliates outstanding management employees and
to provide incentives and rewards for such employees to contribute meaningfully
to the success of the Company.
2. Definitions.
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For purposes of the Plan, the following terms shall be defined as set forth
below:
(a) "Award" means a commitment to make a payment under the Plan in the form
of Stock or in the form of cash or other property which is valued by reference
to Stock.
(b) "Award Agreement" means any written agreement, contract or other
instrument or document evidencing an Award.
(c) "Board" means the Board of Directors of the Company.
(d) "Change in Control" means
(1) any "person" (as defined in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") ), other
than a trustee or other fiduciary holding securities under an employee
benefit plan of the Company, is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing thirty percent (30%) or more of
the combined voting power of the Company's then-outstanding securities;
(2) during any period within two (2) consecutive years there shall cease
to be a majority of the Board comprised as follows: individuals who at
the beginning of such period constitute the Board and any new director(s)
whose election by the Board or nomination for election by the Company's
shareholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning
of
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the period or whose election or nomination for election was previously
so approved;
(3) the shareholders of the Company approve (A) a plan of complete
liquidation of the Company or (B) the sale or other disposition of all
or substantially all of the Company's assets; or
(4) any other similar or dissimilar event determined by the Committee
in its discretion to constitute a Change in Control.
(e) "Committee" means the Compensation and Stock Option Committee of the
Board.
(f) "Company" means Champion International Corporation, a corporation
organized under the laws of the State of New York, or any successor corporation.
(g) "Deferred Shares" means shares of Stock issuable in connection with
an Award that have been deferred pursuant to Section 5(b) hereof.
(h) "Effective Date" means March 20, 1997, the date that the Plan was
adopted by the Board.
(i) "Grantee" means a person who has been granted an Award under the
Plan.
(j) "Performance Cycle" means a period of performance determined by the
Committee .
(k) "Performance Goals" means performance goals or criteria relating to
(1) the performance of the Company, including, without limitation, goals or
criteria with respect to financial performance, operating performance and Stock
performance; (2) the performance of any subsidiary, affiliate, division or unit
of the Company or any group of employees of the Company or any subsidiary,
affiliate, division or unit thereof; (3) the performance of any Grantee; (4) any
other performance measures selected by the Committee; and (5) any combination of
the foregoing.
(l) "Plan" means this Champion International Corporation 1997 Performance
Share Plan, as amended from time to time.
(m) "Stock" means shares of the common stock, par value $.50 per share, of
the Company.
3. Administration.
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The Plan shall be administered by the Committee. The Committee shall
have the authority in its discretion, subject to and not inconsistent with the
express provisions of the Plan, to administer the Plan and to exercise all the
powers and authorities either specifically granted to it under the Plan or
necessary or in its judgment advisable in the administration of the Plan,
including, without limitation,
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the authority to grant Awards; to determine the persons or categories of persons
to whom and the time or times at which Awards shall be granted; to determine the
form of Awards; to determine the terms, conditions, restrictions and Performance
Goals relating to Awards; to determine whether, to what extent, and under what
circumstances an Award may be paid, cancelled, forfeited, exchanged or
surrendered; to make adjustments in the terms and conditions (including
Performance Goals) applicable to Awards; to construe and interpret the Plan and
the Awards; to prescribe, amend and rescind rules and regulations relating to
the Plan; and to make all other determinations deemed necessary or in its
judgment advisable for the administration of the Plan. All determinations made
by the Committee in respect of the Plan shall be final and binding on all
Grantees and their beneficiaries.
4. Eligibility
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Awards may be granted from time to time to such employees or categories
of employees of the Company and its subsidiaries and affiliates as shall be
selected by the Committee in its discretion.
5. Awards.
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(a) Grants; Performance Goals. The grant of an Award may be made at any
time. Payment pursuant to each Award will be contingent on the attainment of
one or more Performance Goals in respect of a Performance Cycle; or the
continued employment of a Grantee with the Company and its subsidiaries and
affiliates; or any other criteria selected by the Committee; or any combination
of the foregoing. Where applicable, the Performance Goals may be expressed in
terms of attaining a specified level of the particular criteria or a percentage
increase or decrease in the particular criteria, and may be applied to one or
more of the Company, a subsidiary, affiliate, division or unit of the Company,
or any group of employees of any of the foregoing, or may be applied to the
performance of the Company relative to a market index, a group of other
companies or combination thereof, all as determined by the Committee. With
respect to any Award, the Performance Goals may include a threshold level of
performance below which no payments will be made, levels of performance at which
specified payments will be made, and a maximum level of performance above which
no additional payments will be made. The Committee shall have the authority to
make equitable adjustments to the Performance Goals in its discretion,
including, without limitation, in recognition of unusual or non-recurring events
affecting the Company or any subsidiary, affiliate, division or unit thereof,
including, without limitation, any such events affecting the financial
statements of the Company or any subsidiary or affiliate thereof.
(b) Payments; Deferrals. Payments to be made by the Company in respect
of an Award may be made in such form as the Committee shall determine at the
date of
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grant or thereafter, including, without limitation, cash, Stock or other
property, and may be made in a single payment or transfer, in installments or on
a deferred basis. In this regard (1) the Committee may permit a Grantee to
defer the payment of cash, the delivery of property or the issuance of shares of
Stock in respect of any Award, subject to the Grantee exercising a valid
deferral election with the Company in accordance with procedures established by
the Committee from time to time; and (2) the Committee shall have the right to
defer the payment of cash, the delivery of property or issuance of shares of
Stock in respect of any Award until such date as the Committee shall determine
(but not later than the Grantee's termination of employment with the Company and
its subsidiaries and affiliates for any reason). Such right to defer may be
exercised by the Committee in its discretion for any reason, including as
appropriate in its judgment to preserve the tax deductibility of payments
hereunder. With respect to any mandatory deferral made pursuant to clause (2)
of this paragraph, the Committee shall notify the Grantee of any such
determination and of the respective deferral date.
If the issuance of any shares of Stock otherwise issuable pursuant to an
Award is deferred, whether pursuant to an election by a Grantee or the
determination of the Committee, the Committee may provide that such Deferred
Shares be credited with dividend equivalents during the deferral period. Any
such dividend equivalents will be equal to the value of cash dividends and other
distributions in respect of the Stock, and will be paid in cash, or will be
converted into additional shares of Stock the value of which will be paid in
Stock, cash or other property, to the Grantee on such date or dates as
determined by the Committee.
If the payments of cash or other property otherwise payable or
deliverable pursuant to an Award is deferred, whether pursuant to an election by
the Grantee or the determination of the Committee, the Committee may provide
that the Grantee be credited with amounts in respect of such deferred Award on
such basis as the Committee deems appropriate, including, without limitation,
as if the value of such deferred Award had been invested in shares of Stock or
in one or more of the forms of investment available under the Company's
Nonqualified Supplemental Savings Plan or any successor thereto. The Committee
in its discretion may provide for elections or statements of preference by
Grantees with regard to the basis on which amounts may be credited in respect of
deferred Awards. The value of any such credited amounts will be paid to the
Grantee on such date or dates as determined by the Committee.
(c) Adjustments. In the event of any stock dividend, split-up, spin-off,
rights offering, combination or exchange of shares, recapitalization, merger,
consolidation, acquisition or disposition of property or stock, separation,
reorganization, liquidation, or the like, the number and class of any shares of
Stock or any Deferred Shares, the amount of any cash and the amount and kind of
any other property subject to any
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Award may be equitably adjusted, and any other appropriate changes may be made,
by the Committee, whose determinations shall be conclusive.
(d) Termination of Award. If the employment of a Grantee terminates for
any reason while an Award is outstanding, or if any applicable Performance Goal
is not attained, the Award shall immediately terminate and be forfeited;
provided, however, that the Committee may provide, by rule or regulation or in
any Award Agreement, or may determine in any individual case, that any
conditions relating to payment in respect to an Award will be waived.
6. Special Circumstances.
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(a) Discretionary Acceleration of Payment. Anything herein to the contrary
notwithstanding, the Committee shall have authority to make a determination
that a special situation exists relating to either (1) a Grantee or (2) the
Company, including, without limitation, a Change in Control or potential
Change in Control of the Company. Upon such a determination, the Committee
in its discretion may waive any conditions relating to payment in respect
of any or all outstanding Awards (including amounts deferred in accordance
with Section 5(b) hereof) granted to such Grantee, in the case of clause
(1) above, or to any or all Grantees, in the case of clause (2) above. In
the event of such a waiver, payment in respect of the applicable Award or
Awards (including amounts deferred in accordance with Section 5(b) hereof)
shall be made promptly by the Company.
(b) Mandatory Acceleration of Payment Following a Change in Control. Anything
herein to the contrary notwithstanding, the Committee, by rule or regulation or
in any Award Agreement or otherwise, may provide that in the event of (1) a
Change in Control or (2) the actual or constructive termination of a Grantee
within a specified period after a Change in Control, all conditions relating to
payment in respect of any or all outstanding Awards (including amounts deferred
in accordance with Section 5(b) hereof) granted to any or all Grantees, in the
case of clause (1) above, or to such actually or constructively terminated
Grantee, in the case of clause (2) above, shall be waived. In the event of such
a waiver, payment in respect of the applicable Award or Awards (including
amounts deferred in accordance with Section 5(b) hereof) shall be made promptly
by the Company.
7. General Provisions.
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(a) Nontransferability. Unless otherwise provided in an Award Agreement, Awards
shall not be transferable by a Grantee, except by will or the laws of
descent and distribution and except for the designation of a beneficiary.
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(b) No Right to Continued Employment. Nothing in the Plan or in any Award or
any Award Agreement shall confer upon any Grantee the right to continue in the
employ of the Company or any subsidiary or affiliate thereof.
(c) Taxes. The Company or any subsidiary or affiliate thereof is authorized
to withhold from any Award, any payment in respect of any Award, including from
a payment in the form of Stock, or any other payments to a Grantee, amounts of
withholding and other taxes due in connection with any transaction involving an
Award, and to take such other action as the Committee in its judgment may deem
advisable to enable the Company and Grantees to satisfy obligations for the
payment of withholding taxes and other tax obligations relating to any Award.
This authority shall include authority to withhold or receive Stock or other
property and to make cash payments in respect thereof in satisfaction of a
Grantee's tax obligations.
(d) Amendment and Termination. The Plan shall take effect on the Effective
Date. The Board may at any time and from time to time alter, amend, suspend or
terminate the Plan in whole or in part. Notwithstanding the foregoing, no
amendment shall affect adversely any of the rights of any Grantee, without such
Grantee's consent, under any Award theretofore granted under the Plan.
(e) No Rights to Awards; No Shareholder Rights. No employee of the Company
or any subsidiary or affiliate thereof shall have any claim to be granted any
Award under the Plan, and there is no obligation for uniformity of treatment of
Grantees. Except as provided specifically herein, a Grantee or the beneficiary
of a Grantee shall have no rights as a shareholder with respect to any Stock
covered by an Award until the date of the issuance of a stock certificate for or
other evidence of ownership of such Stock.
(f) Unfunded Status of Awards. The Plan is intended to constitute an
"unfunded" plan for incentive and deferred compensation. With respect to
any payments not yet made to a Grantee pursuant to an Award, nothing
contained in the Plan or any Award shall give any such Grantee any rights
that are greater than those of a general creditor of the Company.
(g) Shares to be Used. Shares of Stock to be used in payment of Awards may
be authorized but unissued shares, treasury shares or shares acquired for use
under the Plan. Such shares of Stock are hereby reserved for this purpose.
(h) Governing Law. The Plan and all determinations made and actions taken
pursuant hereto shall be governed by the laws of the State of New York
without giving effect to the conflict of laws principles thereof.
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(i) Beneficiary. Upon death of a Grantee, all of his or her rights under the
Plan shall inure to his or her designated beneficiary or, if no beneficiary has
been designated, to his or her estate, subject to Section 5(d) hereof.
(j) Regulations and Other Approvals. The obligation of the Company to issue
or deliver Stock in payment of any Award shall be subject to all applicable
laws, rules and regulations, including, without limitation, all applicable
federal and state securities laws, and the rules of securities exchanges on
which the Stock is listed and the obtaining of all such approvals by
governmental agencies and securities exchanges as may be deemed necessary or
appropriate by the Committee. The Company shall make reasonable efforts at its
own cost to satisfy all of the laws, rules and regulations and to obtain all of
the approvals referred to in this Section 7(j).
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