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EXHIBIT 10.2(v)
AMENDMENT NO. 2
TO
EXECUTIVE RETIREMENT AGREEMENT
FOR
JAMES C. VAN METER
(Effective January 1, 1992)
THIS AMENDMENT entered into on the 28th day of February, 1994, between
GEORGIA-PACIFIC CORPORATION, a Georgia corporation having its principal office
in Atlanta, Georgia (hereinafter referred to as "G-P"), and JAMES C. VAN METER
(hereinafter referred to as "Employee"):
W I T N E S S E T H:
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WHEREAS, Employee has rendered valuable services to G-P and its
subsidiaries and has elected to resign effective May 13, 1994;
WHEREAS, it is desired to modify Employee's Executive Retirement
Agreement (the "Agreement") in certain respects;
IT IS HEREBY AGREED THAT:
1. The provisions of Paragraph 4(c) of the Agreement are amended and
restated in their entirety to read as follows:
"(c) The monthly Retirement Payment payable to Employee if
eligible for Termination benefits under Paragraph 4(a) shall equal
the Retirement Payment to which Employee would be entitled if
Employee were eligible for
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Normal Retirement under Paragraph 2(a) as of the date of Employee's
termination of employment."
2. The provisions of Paragraph 9 of the Agreement are amended
and restated in their entirety to read as follows:
"9. Forfeiture of Benefits.
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As consideration for the benefits provided under
this Agreement and notwithstanding any other provisions of this
Agreement, Employee shall forfeit all entitlement to monthly
Retirement Payments (whether to Employee or Employee's spouse) if
Employee, within a period of three (3) years after the date Employee's
employment with G-P and its subsidiaries terminates, whether by
retirement or otherwise, is employed as an officer, director, manager,
sales representative (if his responsibilities at G-P included sales)
or business consultant in the United States by the following employers
and their respective successors and/or affiliates: (i) Weyerhauser
Company; (ii) The International Paper Company; (iii) Louisiana-Pacific
Corporation; (iv) Champion International Corporation; (v) Union Camp
Corporation; (vi) Boise Cascade Corporation; and (vii) Stone Container
Corporation. Employee shall notify the Chairman of the Board of the
Company of his acceptance of a competing position within ten (10) days
after the effective date of his acceptance and shall reimburse G-P for
payments under this Agreement to which he is not entitled. G-P may
offset this obligation of Employee against any and all obligations or
liabilities it owes to Employee, and if it is necessary to seek
reimbursement through legal process, Employee agrees to reimburse G-P
for its costs and attorneys fees in such an action. For purposes of
this Paragraph 9: (i) the term "affiliate" shall mean any entity
directly or indirectly controlling, controlled by or under common
control with the employer in question, whether by stock ownership,
agreement or otherwise; and (ii) the terms "control", "controlling"
and "controlled" shall refer to direct or indirect ownership of at
least fifty percent (50%) of the voting stock, partnership interests
or income or other beneficial interest with respect to the entity in
question. Once benefits are forfeited under this provision they may
not be reinstated, even if the competing position is relinquished. If
any aspect of this forfeiture provision is determined to be
unenforceable as drafted, it is the intention of the parties that, to
the extent permitted by applicable law, the objectionable portion(s)
of this provision shall be severed or restricted (as the case may be)
and that, except as so modified, the provision shall be enforced."
3. This amendment shall be effective from and after May 13,
1994. Except as heretofore and hereinabove amended and modified, the
Agreement as effective January 1, 1992, shall remain in full force and effect.
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IN WITNESS WHEREOF, G-P has caused this Amendment to be signed
by its duly authorized officer, and Employee has hereunto set his hand as of
the date and year first above written.
GEORGIA-PACIFIC CORPORATION
By: /s/ A.D. Correll
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A. D. Correll
Chairman
and Chief Executive Officer
EMPLOYEE:
/s/ James C. Van Meter
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James C. Van Meter
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