EXHIBIT 10.11
THE MEAD CORPORATION COMPOSITE
1996 STOCK OPTION PLAN 11/09/96
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Section 1. Purposes.
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The purposes of The Mead Corporation 1996 Stock Option Plan (the
"Plan") are (i) to provide incentives to officers, other key employees and non-
employee directors of the Company upon whose judgment, initiative and efforts
the long-term growth and success of the Company is largely dependent; (ii) to
assist the Company in attracting and retaining key employees and non-employee
directors of proven ability; and (iii) to increase the identity of interests of
such key employees and non-employee directors with those of the Company's
shareholders by providing such employees and directors with options to acquire
Shares of the Company.
Section 2. Definitions.
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For purposes of the Plan:
(a) "Acquisition Transaction" means a transaction of the type
described in Section 9(b)(ii).
(b) "Affiliate" means a person controlling, controlled by or under
common control with the Company.
(c) "Board of Directors" or "Board" means the Board of Directors of
the Company.
(d) "Change in Composition of the Board" means an event of the type
described in Section 9(b)(iv).
(e) "Change in Control" means a transaction of the type described in
Section 9(b)(iii).
(f) "Committee" means the committee referred to in Section 4.
(g) "Code" means the Internal Revenue Code of 1986, as amended.
(h) "Company" means The Mead Corporation, an Ohio corporation; when
used in the Plan with reference to employment, "Company" shall include any
Subsidiary of the Company.
(i) "Designation of Beneficiary" means such person(s) or entity whom
the Option Holder has designated by a transfer on death or other designation of
beneficiary to receive the Holder's Option on the Holder's death in accordance
with such procedures established from time to time by the Committee.
(j) "Fair Market Value" means the average of the highest sale price
and the lowest sale price of a Share on the date the value of a Share is to be
determined, as reported on the New York Stock Exchange - Composite Transactions
Tape or, if no sale is reported for such date, then on the next preceding date
for which a sale is reported.
(k) "Grantee" means the employee who received the option from the
Company.
(l) "Holder" means the person(s) or entity who owns the option,
whether Grantee, Transferee, heir or other beneficiary.
(m) "Incentive Stock Option" means an option granted under the Plan
which qualifies as an Incentive Stock Option under Section 422 of the Code.
(n) "Initial Director" means a person who is a Non-Employee Director
at the date of requisite approval of this Plan by the shareholders of the
Company.
(o) "Limited Right" means a right granted under Section 9 of the Plan.
(p) "Non-Employee Director" means a member of the Board who is not
also an employee of the Company.
(q) "Nonqualified Option" means an option granted under the Plan which
does not qualify as an Incentive Stock Option under Section 422 of the Code.
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(r) "1934 Act" means the Securities Exchange Act of 1934, as amended.
(s) "Reload Option" means a Nonqualified Option granted under Section
6(d) of the Plan.
(t) "Share" or "Shares" means shares of common stock, without par
value, of the Company.
(u) "Subsequent Director" means a person who becomes a Non-Employee
Director subsequent to the date of requisite approval of this Plan by the
shareholders of the Company.
(v) "Subsidiary" means any corporation, partnership or other person or
entity at least 10% of the voting or equity interest of which is owned or
controlled, directly or indirectly, by the Company.
(w) "Tender Offer" means a tender offer or a request or invitation for
tenders or an exchange offer subject to regulation under Section 14(d) of the
1934 Act and the rules and regulations thereunder, as the same may be amended,
modified or superseded from time to time.
(x) "Tax Date" means the date as of which the amount of the
withholding tax payment with respect to the exercise of a Nonqualified Option is
calculated.
(y) "Transferee" means the person who received the option from the
Grantee during the Grantee's lifetime.
Section 3. Shares Subject to the Plan.
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(a) Number of Shares. Subject to adjustment as provided in Section 11,
the maximum number of Shares that may be issued and/or delivered under the Plan
upon the exercise of options is 4,000,000. Subject to adjustment as provided in
Section 11, the maximum number of Shares that may be issued and/or delivered
under the Plan to any individual over the term of the Plan upon the exercise of
options shall not exceed 400,000. Such Shares may be either authorized and
unissued or treasury Shares. Any shares (i) subject to an option which for
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any reason has terminated or expired or has been cancelled prior to being fully
exercised or (ii) which have been received by the Company as full or partial
payment for Shares purchased pursuant to Section 8(b), may again be granted
pursuant to options under the Plan.
(b) Subject to adjustment as provided in Section 11, the maximum
number of Limited Rights which may be granted under the Plan is 4,000,000.
Subject to adjustment as provided in Section 11, the maximum number of Limited
Rights that may be granted under the Plan to any individual over the term of the
Plan shall not exceed 400,000. Any Limited Rights granted under the Plan which
for any reason terminate or expire or have been cancelled prior to being fully
exercised may again be granted under the Plan.
Section 4. Administration.
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The Plan shall be administered by a committee (the "Committee") of the
Board of Directors, consisting of three or more directors, who shall from time
to time be appointed by and serve at the pleasure of, the Board of Directors. No
director shall serve as a member of the Committee if (i) he or she does not
qualify as a disinterested person with respect to the Plan under Rule 16b-3 (or
any successor provision) under the 1934 Act or (ii) he or she does not qualify
as an outside director within the meaning of Section 162(m) of the Code.
The Committee shall have and exercise all the power and authority
granted to it under the Plan. Subject to the provisions of the Plan, the
Committee shall in its sole discretion determine the persons to whom, and the
times at which, Incentive Stock Options, Nonqualified Options, Reload Options
and Limited Rights shall be granted; the number of Shares to be subject to each
option; the option price per Share; and the term of each option. In making such
determinations, the Committee may take into consideration each participant's
present and/or potential contribution to the success of the Company and any
other factors which the Committee may deem relevant and proper. Subject to the
provisions of the Plan, the Committee shall also interpret the Plan; prescribe,
amend and rescind rules and regulations relating to the Plan; correct defects,
supply omissions and
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reconcile any inconsistencies in the Plan; and make all other determinations
necessary or advisable for the administration of the Plan. The Committee may in
its discretion change the terms of any Limited Right granted hereunder in
connection with an Incentive Stock Option to permit the Limited Right to be
exercisable even though the Fair Market Value of a Share on the date of exercise
does not exceed the exercise price of the related option. Such determinations of
the Committee shall be conclusive. A majority of the Committee shall constitute
a quorum for meetings of the Committee, and the act of a majority of the
Committee at a meeting, or an act reduced to or approved in writing by all
members of the Committee, shall be the act of the Committee.
Section 5. Eligibility.
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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 to
any person who is then an officer or other key employee of the Company. Each
Non-Employee Director shall be eligible to receive Nonqualified Options granted
under the formula provision set forth in Section 7 of the Plan.
Section 6. Terms and Conditions of Options.
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(a) Written Agreement. The terms of each option granted under the Plan
shall be set forth in a written agreement, the form of which shall be approved
by the Committee.
(b) Terms and conditions of General Application. The following terms
and provisions shall apply to all options granted under the Plan, except to the
extent otherwise provided in Sections 6(c), 6(d), 6(e), 6(f) and 7 hereof, if
applicable:
(1) No option may be granted under the Plan at an option price
per Share which is less than the Fair Market Value of a share on the date of
grant.
(2) No option may be exercised more than ten years after the date
of grant.
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(3) No option shall be exercisable within one year after the
date of grant. At the time an option is granted, the Committee may provide
that after such one year period, the option may be exercised with respect to all
Shares subject thereto, or may be exercised with respect to only a specified
number of Shares over a specified period or periods.
(4) Except as provided in Sections 6(b) (5) and 6(b)(6), an
option may be exercised only if the Grantee of such option has been continuously
employed by the Company since the date of grant. Whether authorized leave of
absence or absence for military or governmental service shall constitute a
termination of employment shall be determined by the Committee in its sole
discretion.
(5) At the time an 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
retirement or disability) other than death, 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) after
such termination of employment as the Committee may provide.
(6) At the time an option is granted, the Committee may
provide that, if the Grantee of such option dies while employed by the Company
or while entitled to the benefits of any additional exercise period established
by the Committee with respect to such option in accordance with Section 6(b)(5),
then the option will continue to be exercisable by the person or persons to whom
the Grantee's rights with respect to such option shall have passed by will or by
the laws of descent and distribution (or in accordance with the procedures set
forth in Section 10 hereof) for such additional period after death (not to
exceed the remaining term of such option) as the Committee may provide.
(7) At the time an option is granted, the Committee may
provide for any restriction or limitation on the exercise of such option and/or
for any restriction or limitation on the transferability of the Shares issuable
upon the exercise of such option as it may deem appropriate.
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(c) Additional Provisions Applicable to Incentive Stock Options. The
following additional terms and provisions shall apply to Incentive Stock Options
granted under the Plan, notwithstanding any provision of Section 6(b) to the
contrary:
(1) No Incentive Stock Option shall be granted to an officer or
other employee who possesses directly or indirectly (within the meaning of
Section 424(d) of the Code) at the time of grant more than 10% of the voting
power of all classes of Shares of the Company or of any parent corporation or
any corporation, 50% or more of the voting stock of which is owned or
controlled, directly or indirectly, by the Company, unless the option price is
at least 110% of the Fair Market Value of the Shares subject to the option on
the date the option is granted and the option is not exercisable after the
expiration of five years from the date of grant.
(2) The aggregate Fair Market Value (determined on the date an
Incentive Stock Option is granted) of Shares with respect to which Incentive
Stock Options are exercisable for the first time by any individual in any
calendar year (under the Plan and all of the plans of the Company and any
Subsidiary and any parent corporation) shall not exceed $100,000, or such other
maximum amount permitted by the Code.
(3) Any Stock Option granted under the Plan may contain a
feature providing for, upon the exercise thereof, the grant of a Reload Option
subject to and in accordance with the terms and conditions set forth in Section
6(d) below.
(d) Additional Provisions Applicable to Reload Options. Whenever the
Grantee of any option containing a reload feature (the "Original Option")
outstanding under this Plan exercises such Original Option, the Grantee of such
Original Option (except as provided in Section 6(d)(5) below) shall be granted
on the date of such exercise (the "Reload Date") a new option (the "Reload
Option") for a number of Shares (the "Original Shares") equal to the number of
Shares subject to the Original Option being exercised less the number of Shares
subject to the Original Option which are (A) withheld by the Company as full or
partial payment of the option price
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for such Original Option, (B) otherwise disposed of for purposes of having the
proceeds applied for such purpose or (C) withheld by the Company for purposes of
tax withholding in accordance with Section 8(d) hereof. The following additional
terms and provisions shall apply to Reload Options granted under the Plan,
notwithstanding any provision of Section 6(b) to the contrary:
(1) Option Price. The option price per Share covered by a Reload
Option shall be an amount equal to the Fair Market Value per Share as of the
Reload Date.
(2) Expiration Date. Subject to Section 6(d)(4) below, the
option exercise period shall expire on, and the Reload Option shall no longer be
exercisable following, the tenth anniversary of the Reload Date.
(3) Vesting Period. Reload Options granted under this Section
6(d) shall vest and become exercisable with respect to all Shares covered
thereby on the third anniversary of the Reload Date, subject to Section 6(f)
hereof.
(4) Automatic Cancellation. Except as otherwise provided in the
agreement evidencing a Reload Option, a Reload Option shall be immediately
cancelled (without any action taken by the Company) with respect to that number
of Shares subject to such Reload Option (such number of Shares being determined
in accordance with the succeeding sentence), effective immediately upon any
sale, disposition or purported assignment or transfer of any or all of the
Original Shares subject to the Original Option prior to the third anniversary of
the Reload Date. The number of Shares subject to the Reload Option so cancelled
shall equal the number of Original Shares subject to the Original Option so
sold, disposed of, assigned or transferred prior to the third anniversary of the
Reload Date; provided, however, that such Shares subject to the Reload Option
shall not be cancelled if such Original Shares are used in connection with the
exercise of another option with respect to which Section 6(d) hereof applies.
(5) Active Employee. No Reload Option shall be granted to any
person who is not employed by the Company at the time of exercise of an Original
Option.
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(e) Waiver of Terms. Subject to the ten-year limitation in Section
6(b)(3), the Committee may waive or modify at any time, either before or after
the granting of an option (including a Reload Option but excluding any option
granted under Section 7 hereof) any condition or restriction with respect to the
exercise of such option imposed by or pursuant to this Section 6 in such
circumstances as the committee may deem appropriate (including, without
limitation, in the event the Grantee retires with the approval of the Company,
or in the event of a proposed Acquisition Transaction, a Change in Control,
Tender Offer for Shares, or other similar transaction involving the Company).
(f) Acceleration Upon Certain Events. Notwithstanding any other
provision of the Plan to the contrary, in the event of a Tender Offer (other
than an offer by the Company) for Shares pursuant to which the offeror acquires
Shares, or in the event of an Acquisition Transaction, a Change in Control or a
Change in Composition of the Board, all outstanding options granted hereunder
(including Reload Options and options granted pursuant to Section 7 below) shall
become exercisable in full (whether or not otherwise exercisable) effective on
the date of the first purchase of Shares pursuant to the Tender Offer, or the
date of shareholder approval of the Acquisition Transaction, or the date of
filing of the Schedule 13D or shareholder authorization of the control Share
acquisition giving rise in either case to the Change in Control, or the date of
the change in Composition of the Board, as the case may be (the occurrence of
any such event is hereinafter referred to as an "Acceleration"); provided,
however, that no option shall be exercisable under this subpart (f) until six
months after the date of grant.
Section 7. Non-Employee Directors Formula Options.
The following additional terms and provisions of this Section 7 shall
apply to grants of options to Non-Employee Directors under the Plan,
notwithstanding any provision of Section 6(b) to the contrary. The provisions of
this Section 7 shall not be amended more than once every six months, other than
to comport with changes in the Code, the Employee Retirement Income Security Act
of 1974, as amended, or the rules promulgated thereunder.
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(a) General. Non-Employee Directors shall receive Nonqualified Options
under the Plan. The option price per Share shall equal the Fair Market Value of
a Share on the date of grant.
(b) Initial Grants to Initial Directors. Upon the requisite approval
of the Plan by the shareholders of the Company, each Initial Director shall be
granted automatically an option to purchase 300 Shares.
(c) Initial Grants To Subsequent Directors. Each Subsequent Director
shall, at the time such director becomes a Non-Employee Director, be granted
automatically an option to purchase 300 Shares.
(d) Subsequent Grants To Directors. On January 3rd of each year
beginning on January 3, 1997, each continuing Initial Director shall be granted
automatically an option to purchase a number of Shares determined below. On
January 3rd of each year subsequent to a Subsequent Director's becoming a Non-
Employee Director, each Subsequent Director shall be granted automatically an
option to purchase a number of Shares determined below. The number of Shares
subject to each grant made pursuant to this Paragraph (d) shall equal the
product obtained by multiplying (w) 300, by (x) an adjustment factor (the
"Factor"). The Factor shall equal the quotient obtained by dividing (y) the
"base line number" for average "total compensation" paid to directors by
companies with annual sales in excess of $4 billion, as published in the Hay
Consulting Group's "Directors Compensation Report" (or comparable successor
report) in the calendar year immediately preceding the year in which such grant
is made, which report covers compensation paid in the year ending immediately
prior to the year of publication, by (z) $36,246. In the event that such
Directors Compensation Report (or comparable successor report) is not published
with respect to any year, the Factor shall equal one (1).
(e) Exercisability. Subject to Section 6(f) hereof, each option
granted under this Section 7 shall be exercisable as to 100 percent of the
Shares covered by the option on the first anniversary of the date the option is
granted.
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(f) Termination. Upon the termination of a Non-Employee Director from
such position, for any reason, after such director has attained either age 70 or
ten (10) years of service as a director of the Company (whether or not as a Non-
Employee Director), each option granted to such Non-Employee Director pursuant
to this Section 7 which is exercisable at the time of such termination shall
remain exercisable for the remainder of its term. Upon the termination of a Non-
Employee Director from such position, for any reason, prior to me attainment of
age 70 or ten (10) years of service as a director of the Company (whether or not
as a Non-Employee Director), all options granted to such Non-Employee Director
pursuant to this Section 7 which are exercisable at the time of such termination
shall remain exercisable for a period or one year following the date of such
termination, but in no event may the term of an option be extended beyond its
expiration date. Each option granted pursuant to this Section 7 which is not
exercisable at the time of such termination shall be immediately cancelled.
Section 8. Exercise of Options.
(a) Notice of Exercise. The Holder of an option granted under the Plan
may exercise all or part of such option by giving written notice of exercise to
the Committee or its designee; provided, however, that an option may not be
exercised for a fraction of a Share. No Holder of an option nor such Holder's
legal representatives, legatees, Transferees, distributees or Designation of
Beneficiary will be, or will be deemed to be, a Holder of any Shares covered by
such option unless and until the option shall have been exercised in accordance
with the Plan.
(b) Payment of Option Price. The option price for Shares with respect
to which an option is exercised shall be paid in full at the time such notice is
given. An option shall be deemed exercised on the date the Committee or its
designee receives written notice of exercise, together with full payment for the
Shares purchased. The option price shall be paid to the Company either in cash
or Shares (including Shares withheld from the Shares otherwise receivable by the
Option Holder upon the exercise of the option) having a Fair Market Value equal
to the option price (or a combination of
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cash and Shares such that the sum of the Fair Market Value of the Shares plus
the cash equals the option price). The Committee shall have the authority,
subject to such conditions and procedures that it deems necessary and advisable,
to authorize the use of a cashless exercise procedure with a registered
broker/dealer.
(c) Payment in Cancellation of Option. The Committee shall have
the authority in its sole discretion to authorize the payment to an Option
Holder (with the consent of such Holder) in exchange for the cancellation of all
or a part of such Holder's Option (other than an option granted under Section 7
hereof), of cash in an amount per Share not to exceed the difference between the
aggregate Fair Market Value on the date of such cancellation of the Shares and
the aggregate option price of such Shares; provided, however, that if an
Acceleration has occurred, for purposes of this subparagraph, "Fair Market
Value" on the date of such cancellation shall be calculated in the same manner
as the "exercise value" of a Limited Right would be calculated under Section
9(c) with respect to such date (whether or not any Limited Rights are actually
outstanding).
(d) Tax Withholding. With the approval of the Committee, the
Grantee of a Nonqualified Option may elect to have the Company retain from the
Shares to be issued upon the exercise by the Grantee of such option Shares
having a Fair Market Value on the Tax Date equal to all or any part of the
federal, state and local withholding tax payments (whether mandatory or
permissive) to be made by the Grantee with respect to the exercise of the option
(up to a maximum amount determined by the Grantee's top marginal tax rate) in
lieu of making such payments in cash. The Committee may establish from time to
time rules or limitations with respect to the right of a Grantee to elect to
have the Company retain Shares in satisfaction of withholding payments;
provided, however, that, in any event, any such election made by a person
subject to Section 16(b) of the 1934 Act must be made in accordance with any
applicable rules established under such Section.
If a Grantee transfers a Nonqualified Option pursuant to Section 10,
the Grantee is required to satisfy the applicable withholding taxes by paying
cash or other property
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to the Company with respect to any income recognized by the Grantee on the
exercise of such option by the Transferee. The Grantee's withholding obligations
must be satisfied on the date that the Transferee exercises the option. If the
Grantee does not satisfy the applicable withholding tax obligation, the Company
shall retain from the Shares to be issued Shares having a Fair Market Value on
the Tax Date equal to the mandatory withholding tax payable by the Grantee.
In connection with the exercise of an option or Limited Right, the
Company has the right to require the Grantee to remit or otherwise make
available to the Company an amount sufficient to satisfy any federal, state
and/or local withholding tax requirements prior to the delivery or transfer of
any certificate or certificates for Shares (and prior to a cash payment in the
case of a Limited Right) or to take whatever action it deems necessary to
protect its interests with respect to tax liabilities in connection with the
issuance of Shares or cash payment.
Section 9. Limited Rights.
(a) Grant of Limited Rights. The Committee may grant Limited
Rights with respect to any option granted under the Plan (other than an option
granted under Section 7) either at the time the option is granted or at any time
thereafter prior to the exercise, cancellation, termination or expiration of
such option. The number of Limited Rights covered by any such grant shall not
exceed, but may be less than, the number of Shares covered by the related
option. The term of any Limited Right shall be the same as the term of the
option to which it relates. The right of a Holder to exercise a Limited Right
shall be cancelled if and to the extent a related option is exercised, and the
right of a Holder to exercise an option shall be cancelled if and to the extent
a related Limited Right is exercised.
(b) Events Permitting Exercise of Limited Rights. A Limited Right
shall be exercisable only if and to the extent that the related option is
exercisable; provided, however, that notwithstanding the foregoing, (x) a
Limited Right shall not be exercisable during the first six months of its term,
and (y) in the case of a Limited Right issued in connection with an
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Incentive Stock Option, such Limited Right shall not be exercisable unless the
Fair Market Value of a Share on the date of exercise exceeds the exercise price
of a Share subject to the related option. A Limited Right which is otherwise
exercisable may be exercised only during the following periods:
(i) during a period of 30 days following the date of expiration
of a Tender Offer (other than an offer by the Company) for Shares, if the
offeror acquires Shares pursuant to such Tender offer;
(ii) during a period of 30 days following the date of approval
by the shareholders of the Company of a definitive agreement: (x) for the merger
or consolidation of the Company into or with another corporation, if the Company
will not be the surviving corporation or will become a subsidiary of another
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving or parent entity) at least 80% of the
combined voting power of the voting securities of the Company or such surviving
or parent entity outstanding immediately after such merger or consolidation, or
(y) for the sale of all or substantially all of the assets of the Company (each
of the foregoing transactions is hereinafter referred to as an "Acquisition
Transaction");
(iii) during a period of 30 days following: (x) the date upon
which the Company is provided a copy of a Schedule 13D (filed pursuant to
Section 13(d) of the 1934 Act and the rules and regulations promulgated
thereunder) indicating that any person or group (as such terms are defined in
Section 13(d)(3) of the 1934 Act) has become the beneficial owner (as defined in
Rule 13d-3 of the 1934 Act) of 20% or more of the outstanding voting Shares of
the Company or (y) the date of authorization, by both a majority of the voting
power of the Company 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) (each of the
foregoing transactions is hereinafter referred to as a "Change in Control"); and
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(iv) during a period of 30 days following 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 (or who were
elected, or were nominated for election, by the Company's shareholders with the
affirmative vote of at least two-thirds of the directors then still in office
who were directors at the beginning of such two year period) no longer
constitute a majority of the Board of Directors (such a change in composition is
hereinafter referred to as a "Change in Composition of the Board").
(c) Exercise of Limited Rights. Upon exercise of a Limited Right,
the Holder thereof shall receive from the Company a cash payment equal to the
excess of: (x) the aggregate "exercise value" on the date of exercise
(determined as provided below) of that number of Shares as is equal to the
number of Limited Rights being exercised over (y) the aggregate exercise price
under the related option of that number of Shares as is equal to the number of
Limited Rights being exercised. A Holder shall exercise a Limited Right by
giving written notice of such exercise to the Committee. A Limited Right shall
be deemed exercised on the date the Committee receives such written notice.
The "exercise value" of a Limited Right on the date of exercise shall
be:
(i) in the case of an exercise during a period described in
Section 9(b)(i), the highest price per Share paid pursuant to any Tender Offer
which is in effect at any time during the 60-day period prior to the date on
which the Limited Right is exercised;
(ii) in the case of an exercise during a period described in
Section 9(b)(ii), the greater of: (x) the highest sale price of a Share during
the 30-day period prior to the date of shareholder approval of the Acquisition
Transaction, as reported on the New York Stock Exchange - Composite Transactions
Tape, or (y) the highest fixed or formula per Share price payable pursuant to
the Acquisition Transaction (if determinable on the date of exercise);
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(iii) in the case of an exercise during a period described in
Section 9(b)(iii), the greater of: (x) the highest sale price of a Share during
the 30-day period prior to the date the Company is provided with a copy of the
Schedule l3D, or the date of authorization of the control Share acquisition, as
reported on the New York Stock Exchange - Composite Transactions Tape, or (y)
the highest acquisition price of a Share shown on such schedule 13D or to be
paid in such control Share acquisition; and
(iv) in the case of an exercise during a period described in
Section 9(b)(iv), the highest sale price of a Share during the 30-day period
prior to the date of the change in Composition of the Board, as reported on the
New York Stock Exchange - Composite Transactions Tape. Notwithstanding the
foregoing, in no event shall the exercise value of a Limited Right issued in
connection with an Incentive Stock Option exceed the maximum permissible
exercise value for such a right for purposes of Section 422 of the Code and the
regulations and interpretations issued pursuant thereto. Any securities or
property which form part or all of the consideration paid for Shares pursuant to
a Tender Offer or Acquisition Transaction shall be valued at the higher of (l)
the valuation placed on such securities or property by the person making such
Tender Offer or the other party to such Acquisition Transaction, or (2) the
value placed on such securities or property by the Committee.
(d) Compliance with Law. The exercise of Limited Rights by
directors and officers of the Company shall be subject to, and comply with, the
applicable requirements of Rule 16b-3(e) under the 1934 Act (or any successor
provision), as the same may be amended, modified or superseded from time to
time.
Section 10. Transfers Upon Death; Nonassignability.
Except as provided in this Section 10, options granted under the Plan
may not be sold, pledged, assigned, hypothecated or transferred other than by
Designation of Beneficiary, or, if none, then by will or the laws of descent and
distribution and may be exercised during the lifetime of the Grantee only by
such Grantee or by his guardian or legal representative.
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Upon the death of an Option Holder, outstanding Options held by such
Holder may be exercised only by Designation of Beneficiary, or, if none, then by
the executor or administrator of the Holder's estate or by a person who shall
have acquired the right to such exercise by will or by the laws of descent and
distribution.
Subject to such conditions as the Committee may prescribe, during an
option Grantee's lifetime, the Committee may permit the transfer or assignment
of an outstanding option by such Grantee; provided, that such transfer or
assignment shall not apply to (y) an option which is an Incentive Stock Option
(but only if nontransferability is necessary in order for the option to qualify
as an Incentive Stock Option) and (z) an option granted to a person subject to
Section 16 of the 1934 Act (but only if nontransferability is necessary in order
for the option to qualify for the exemption under Rule l6b-3 of the 1934 Act).
Section 11. Adjustments Upon Changes in Capitalization.
In the event of a change in outstanding Shares by reason of a Share
dividend, recapitalization, merger, consolidation, split-up, combination or
exchange of Shares, or the like, or in the event of any similar corporate
transaction which the Committee determines requires the adjustments described
herein, the maximum number of Shares subject to option during the existence of
the Plan, the number of Limited Rights which may be granted under the Plan, the
number of Shares subject to, and the option price of, each outstanding option,
the maximum number of Shares or Limited Rights which may be granted to any
individual over the term of the Plan, the number of Limited Rights outstanding,
the Fair Market Value of a Share on the date a Limited Right is granted, and the
like shall be appropriately adjusted by the Committee (disregarding any
fractional Shares resulting therefrom), whose determination in each case shall
be conclusive.
Section 12. Conditions Upon Granting and Exercise of Options and Limited Rights
and Issuance of Shares.
No option or Limited Right shall be granted, no option or Limited
Right shall be exercised and Shares shall not
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be issued or delivered upon the exercise of an option unless the grant
and exercise thereof, and the issuance and/or delivery of Shares pursuant
thereto, or the payment therefor, shall comply with all relevant provisions of
state and federal law, including, without limitation, the Securities Act of
1933, as amended, the 1934 Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the Shares
then may be listed.
Section 13. Amendment and Termination of Plan.
(a) Amendment. The Board of Directors may from time to time amend
the Plan, or any provision thereof, in such respects as the Board of Directors
may deem advisable; provided, however, that any such amendment shall be approved
by the holders of Shares by such vote and otherwise in compliance with
applicable federal or state law (including Rule 16b-3 (or any successor
provision) under the 1934 Act) or the requirements of any stock exchange upon
which the Shares may then be listed.
(b) Termination. The Board may at any time terminate the Plan.
(c) Effect of Amendment or Termination. No amendment to or
termination of the Plan shall adversely affect any option or Limited Right
previously granted under the Plan without the consent of the Holder thereof.
Section 14. Notices.
Each notice relating to this Plan shall be in writing and delivered in
person or by mail to the proper address. Except as otherwise provided by the
Committee, each notice shall be deemed to have been given on the date it is
delivered or mailed, provided, however, that for a notice of exercise given in
accordance with Section 8(b), which shall be deemed to have been given on the
date it is received by the Committee with payment of the option price. Each
notice to the Committee shall be addressed as follows: The Mead Corporation,
Mead World Headquarters, Courthouse Plaza Northeast, Dayton, Ohio 45463,
Attention: Compensation Committee. Each notice to the Holder of an option or
other person or persons then
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entitled to exercise an option shall be addressed to such person or persons at
The Holder's address as set forth in the records of the Company. Anyone to whom
a notice may be given under this Plan may designate a new address by written
notice to the party to that effect.
Section 15. Benefits of Plan.
This Plan shall insure to the benefit of and be binding upon each
successor and assign of the Company. All rights and obligations imposed upon
the Holder of an option and all rights granted to the Company under this Plan
shall be binding upon such Holder's heirs, legal representatives and successors.
Section 16. Pronouns and Plurals.
All pronouns shall be deemed to refer to the masculine, feminine,
singular or plural, as the identity of the person or persons may require.
Section 17. Shareholder Approval and Term of Plan.
The Plan shall become effective upon its approval by the affirmative
vote of the holders of a majority of the Shares entitled to vote thereon held by
shareholders present in person or by proxy at any shareholders' meeting at which
a quorum is present. The Plan shall expire on September 30, 2005, unless sooner
terminated in accordance with Section 13.
Section 18. Interpretation.
The Plan is designed and intended to comply with Rule 16b-3
promulgated under the 1934 Act and Section 162(m) of the Code and all provisions
hereof shall be construed in a manner to so comply.
---------------------------
NOTES:
(1) Adopted by the Board of Directors of the Company on October 28, 1995,
and approved by the Company's shareholders on April 25, 1996.
(2) Amendments to Sections 2, 6 (b) and (e), 8 (a) and (d), 10 and 14 to
allow for the designation of a beneficiary of the stock option grant.
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