Exhibit 10(xxiii)
FIRST AMENDMENT
TO
THE MEAD CORPORATION
DIRECTORS CAPITAL ACCUMULATION PLAN
WHEREAS The Mead Corporation ("Mead") heretofore established The Mead
Corporation Directors Capital Accumulation Plan (the "Plan"); and
WHEREAS Mead desires to amend the Plan pursuant to the power reserved
to Mead's Board of Directors by Section 11 of the Plan;
NOW, THEREFORE, the Plan is hereby amended, effective as of June 24,
1998, as follows:
1. Subsection 1.2 of the Plan is amended to read, in its entirety, as
follows:
"1.2 Plan Funding and Administration. The benefits payable under the
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Plan are unfunded and are payable, when due, from the general assets of
Mead; provided, however, that Mead, in its discretion, may establish or
maintain a trust to pay such amounts, which trust shall be subject to the
claims of Mead's unsecured general creditors in the event of Mead's
bankruptcy or insolvency; and provided, further, that Mead shall remain
responsible for the payment of any such amounts which are not so paid by
any such trust. The Plan shall be administered by the Compensation
Committee of the Board of Directors of Mead (the "Committee") which shall
have the rights, powers and duties with respect to the Plan that are
hereinafter set forth."
2. Subsection 6.1 of the Plan is amended by the addition of the
following sentence at the end thereof:
"Notwithstanding the foregoing provisions of this subsection 6.1, upon and
after the occurrence of a Change in Control, the Committee shall have no
power to eliminate any Crediting Option which was available immediately
prior to the Change in Control and, if any Crediting Option shall be
eliminated through circumstances beyond the control of the Committee, the
Committee shall immediately add a Crediting Option which will provide an
investment return equal to one-hundred-twenty percent (120%) of the long-
term Federal
interest rate determined monthly under Section l274(d) of the Internal
Revenue Code of 1986, as amended from time to time, compounded semi-
annually."
3. The Plan is amended by the addition of the following new Section
12 at the end thereof:
"SECTION 12 - CHANGE IN CONTROL
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"A 'Change in Control' shall be deemed to have occurred if an event
set forth in any one of the following paragraphs shall have occurred:
"(i) date of expiration of a Tender Offer (other than an offer by
Mead), if the offeror acquires Shares pursuant to such Tender Offer;
"(ii) the date of approval by the shareholders of Mead of a
definitive agreement: (x) for the merger or consolidation of Mead or any
direct or indirect subsidiary of Mead into or with another corporation,
other than (1) a merger or consolidation which would result in the voting
securities of Mead outstanding immediately prior thereto continuing to
represent ((i) in the case of a merger or consolidation of Mead, either by
remaining outstanding or by being converted into voting securities of the
surviving entity or any parent thereof, or (ii) in the case of a merger or
consolidation of any direct or indirect subsidiary of Mead, either by
remaining outstanding if Mead continues as a parent of the merged or
consolidated subsidiary or by being converted into voting securities of the
surviving entity or any parent thereof) at least 51% of the combined voting
power of the voting securities of Mead or such surviving or parent entity
outstanding immediately after such merger or consolidation, or (2) a merger
or consolidation effected to implement a recapitalization of Mead (or
similar transaction) in which no Person (as defined below) is or becomes
the Beneficial Owner (as defined below), directly or indirectly, of
securities of Mead (not including in the securities Beneficially Owned by
such Person any securities acquired directly from Mead or its Affiliates)
representing 25% or more of the combined voting power of Mead's then
outstanding securities, or (y) for the sale or disposition of all or
substantially all of the assets of Mead, other than a sale or disposition
by Mead of all or substantially all of Mead's assets to an entity, at least
51% of the combined voting power of the voting securities of which are
owned (directly or indirectly) by shareholders of Mead in substantially the
same
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proportions as their ownership of Mead immediately prior to such sale or
disposition;
"(iii) (x) any Person is or becomes the Beneficial Owner of 25%
or more of the voting power of the then outstanding securities of Mead (not
including in the securities beneficially owned by such Person any
securities acquired directly from Mead or its affiliates), excluding any
Person who becomes such a Beneficial Owner in connection with a transaction
described in clause (x)(l) of paragraph (ii) above or (y) the date of
authorization, by both a majority of the voting power of Mead 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); and
"(iv) 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 (and any new directors (other than a director
whose initial assumption of office is in connection with an actual or
threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of Mead) who were
elected, or were nominated for election, by Mead's shareholders with the
affirmative vote of at least two-thirds of the directors then still in
office who either were directors at the beginning of such two year period
or whose election or nomination for election was previously so approved) no
longer constitute a majority of the Board of Directors.
"Notwithstanding the foregoing, a 'Change in Control' shall not be deemed
to have occurred by virtue of the consummation of any transaction or series
of integrated transactions immediately following which the record holders
of the common stock of Mead immediately prior to such transaction or series
of transactions continue to have substantially the same proportionate
ownership in an entity which owns all or substantially all of the assets of
Mead immediately following such transaction or series of transactions.
"'Affiliate' shall have the meaning set forth in Rule 12b-2 promulgated
under Section 12 of the Exchange Act.
"'Beneficial Owner' shall have the meaning defined in Rule 13d-3 under the
Exchange Act.
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"'Exchange Act' shall mean the Securities Exchange Act of 1934, as amended
from time to time.
"'Person' shall have the meaning given in Section 3(a)(9) of the Exchange
Act, as modified and used in Sections 13(d) and 14(d) thereof, except that
such term shall not include (i) Mead or any of its subsidiaries, (ii) a
trustee or other fiduciary holding securities under an employee benefit
plan of Mead or any of its Affiliates, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the shareholders of Mead in
substantially the same proportions as their ownership of stock of Mead.
"'Shares' shall mean shares of common stock, without par value, of The Mead
Corporation.
"'Tender Offer' shall mean a tender offer or a request or invitation for
tenders or an exchange offer subject to regulation under Section 14(d) of
the Exchange Act and the rules and regulations thereunder, as the same may
be amended, modified or superseded from time to time."
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