Exhibit 10(x)
FIRST AMENDMENT
TO
THE MEAD CORPORATION
1991 STOCK OPTION PLAN
WHEREAS The Mead Corporation (the "Company") heretofore established
The Mead Corporation 1991 Stock Option Plan (the "Plan") and subsequently
amended the Plan; and
WHEREAS the Company desires to further amend the Plan pursuant to the
power reserved to the Company's Board of Directors by Section 12 of the Plan;
NOW, THEREFORE, the Plan is hereby amended, effective as of June 24,
1998, as follows:
1. Section 2(b) of the Plan is amended to read, in its entirety, as
follows:
"(b) 'Affiliate' shall have the meaning set forth in Rule 12b-2
promulgated under Section 12 of the 1934 Act."
2. Section 2 of the Plan is further amended by the addition of the
following new Section 2(w):
"(w) 'Person' shall have the meaning given in Section 3(a)(9) of the
1934 Act, as modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company 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 the Company in substantially the same proportions as their
ownership of stock of the Company."
3. Section 6(e) of the Plan is hereby amended to read, in its
entirety, as follows:
"(e) Acceleration Upon Certain Events. Subject to the first sentence
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of Section 6(b)(3) hereof, but notwithstanding any other provision of the
Plan,
immediately prior to the occurrence of an 'Acceleration' (as defined in
this Section 6(e)), all outstanding options granted hereunder shall become
fully vested and exercisable. As used in the immediately preceding
sentence, 'immediately prior' to the Acceleration shall mean sufficiently
in advance of the Acceleration to permit the grantee to take all steps
reasonably necessary to exercise the option fully and to deal with the
Shares purchased under the option so that those Shares may be treated in
the same manner in connection with the Acceleration as the Shares of other
shareholders. For purposes of this Section 6(e), an 'Acceleration' shall
mean any of the following: (i) the date of the first purchase of Shares
pursuant to a Tender Offer (other than an offer by the Company),(ii) the
date of shareholder approval of an Acquisition Transaction, (iii) the date
of filing of the Schedule 13D or shareholder authorization of the control
share acquisition giving rise in either case to a Change in Control, or
(iv) the date of a Change in Composition of the Board."
4. The last sentence of Section 8(b) of the Plan is hereby amended to
read, in its entirety, as follows:
"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), 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, (y) for the merger or consolidation of
the Company with another corporation, if the Company will be the surviving
corporation and will not become a subsidiary of another corporation, or for
the merger or consolidation of any direct or indirect subsidiary of the
Company into or with
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another corporation, other than (in either case) a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent ((i) in the case of a
merger or consolidation of the Company, 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 the Company, either by remaining
outstanding if the Company 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 the Company or surviving or parent entity
outstanding immediately after such merger or consolidation, or (z) for the
sale or disposition 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 Exchange 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
"(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 (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 the Company) 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
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 (such a
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change in composition is hereinafter referred to as a 'Change in
Composition of the Board')."
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