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Exhibit 10(1)
THE MEAD CORPORATION
CORPORATE ANNUAL INCENTIVE PLAN
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2000
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OBJECTIVE
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The objective of the Corporate Annual Incentive Plan is to recognize and reward
Mead's key executive officers and division leaders for achieving and sustaining
superior business financial results.
PARTICIPATION ELIGIBILITY
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All Officers of the Corporation are participants in this plan. In addition, the
formula of this plan provides funding for the annual incentives of all Corporate
Center employees.
PAYOUT ELIGIBILITY
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Participants must be employees of the company, an affiliate or a subsidiary at
the end of the plan year to receive payout from this plan. An appropriate
proration of earned awards may be made in case of death, disability, retirement,
hire or transfer during the plan year. In such cases, the annual incentive
target will be pro-rated to reflect the months of service.
Provisions detailed in Attachment 1 and forming a part of this plan govern in
the event of a Change in Control of the company.
ANNUAL INCENTIVE TARGET
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The annual incentive target for each grade is the difference between Mead's
policy total cash compensation target and the midpoint. This target will be
adjusted annually, based on market total cash compensation data. The current
targets are shown in Attachment 2.
PAYOUT FUNDING
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The individual annual incentive target is multiplied by the Payout Factor under
this Plan. This Payout Factor is determined as:
Payout = Mead ROTC X Mead ROTC
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Factor Mead Cost of Capital FP Peers ROTC
where ROTC = (EAT + ((1 - Tax Rate) X Current Interest Expense)) X 100
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(Average Equity + Average Long-Term Debt)
Mead's Forest Products peers (FP Peers) are comprised of those members of the
Paper Industry Compensation Association whose major business lines are similar
to the Mead business segments, and for which public financial reporting is
provided by Value Line Reports. For the 2000 plan year, these companies are
identified as:
Boise Cascade
Bowater
Georgia Pacific
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International Paper
Potlatch
Smurfit-Stone
Temple-Inland
Westvaco
Weyerhaeuser
Willamette
The Compensation Committee may alter the membership of this FP Peer group as
corporate structures or market business lines of the indicated companies
changes.
The annual incentive payout is determined as:
Annual Incentive Payout = Annual Incentive Target X Payout Factor
While this formula determines an available pool of annual incentive dollars,
allocation of incentive awards to individuals is based solely on the criteria
for "Individual Payout Determination" defined in the following section.
INDIVIDUAL PAYOUT DETERMINATION
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Payout under this Plan for all Participants will be determined by an assessment
of each individual's contribution to the business results for the performance
period. This assessment for each Participant shall be determined by that
participant's manager, subject to review of the CEO.
PAYOUT LIMITATIONS
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Payout shall be limited on the basis of the following financial results of the
corporation:
1. There shall be no payout to any participant if any corporate earnings
are negative for the calendar year.
2. Maximum payout is 75% of target for any financial performance under
6.0% ROTC.
3. Payout is capped at 200% of target, for any level of performance.
ACCOUNTING FOR PAYOUT
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Payout will be estimated periodically and the required corporate accrual of
payout will be booked against earnings during the year. Approved incentive
payments will be prepared and expensed to earnings at the time of payout.
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RECOMMENDATIONS AND APPROVAL
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The Compensation Committee approves this Plan, and reviews total funding and
individual payouts under the plan, and the amount, use and replenishment of any
reserve funds.
The CEO recommends all individual payouts to the Compensation Committee of the
Board of Directors for approval. Payouts for the CEO and the COO are recommended
to the Board of Directors by the Compensation Committee.
The Compensation Committee may also determine if payout will be in cash,
restricted stock, or replaced with stock options, or a combination thereof. The
Board of Directors may require a mandatory deferral of all or any portion of the
payout to ensure full deductibility of compensation to any executive.
ADMINISTRATION
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The Plan is administered by the Compensation Committee of the Board. The
Compensation Committee has delegated administration to the Corporate Vice
President, Human Resources.
RESERVED RIGHTS
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The Mead Corporation reserves the right to alter, amend, suspend or terminate
any or all provisions of this Corporate Annual Incentive Plan, except such
actions shall neither inhibit nor hinder the rights of any individual with
respect to earned and credited awards which have been deferred. Designation of a
position as eligible for participation neither guarantees the individual a right
to an incentive payment nor a right to continued employment.
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Attachment 1
Effect of Change in Control
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Notwithstanding any foregoing Plan provision to the contrary (and
notwithstanding any lack of satisfaction of any condition or requirement which
would otherwise apply to an award), immediately upon the occurrence of a Change
in Control (as defined in the next section hereof), (i) if the Change in Control
occurs after the completion of the performance period ending December 31, 1999
(the "Performance Period"), any award with respect to the Performance Period
which has already been determined, but has not yet been paid or deferred, shall
be immediately paid in full in cash to the respective Participant, (ii) if the
Change in Control occurs after the completion of the Performance Period, if no
awards have been determined with respect to the Performance Period, the amount
(if any) of each such award shall be immediately determined in accordance with
the provisions of the Plan and shall be immediately paid in full in cash to the
respective Participant, and (iii) if the Change in Control occurs during the
Performance Period (the `Change-in-Control Performance Period'), each
Participant shall immediately be paid a pro-rata award for the Performance
Period, the amount of which shall equal the product of multiplying the
Participant's individual incentive target by a fraction, the numerator of which
shall be the number of days in the Change-in-Control Performance Period which
have elapsed as of the date of the Change in Control, and the denominator of
which shall be the number of days in the Performance Period. Notwithstanding the
immediately preceding sentence, no amounts shall be paid pursuant thereto which
would, in the opinion of counsel selected by Mead's independent auditors,
constitute `parachute payments' within the meaning of Section 280G(b)(2)(A) of
the Internal Revenue Code (the `Code') and, when added to any other `parachute
payments' which would be received by the Participant pursuant to the terms of
any other plan, arrangement or agreement with Mead, any person whose actions
result in a change in control of Mead or any person affiliated with Mead or such
person, would be subject to the tax imposed by Section 4999 of the Code.
Notwithstanding any provision to the contrary in the Plan, upon and after the
occurrence of a Change in Control, (i) the Compensation Committee shall have no
power to cause a Participant's award to be paid in any manner other than as a
cash lump sum, (ii) the Board of Directors shall have no power to require a
mandatory deferral of all or any portion of the award, and (iii) neither the
Compensation Committee, the Board of Directors nor any other person or entity
shall have the right to terminate or amend the Plan in any manner which would
adversely affect the rights or expectancies of a Participant with respect to
payment of an award pursuant to this section, as in effect immediately before
the Change in Control.
Definition of 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 (as defined below), other than an offer
by Mead, if the offeror acquires Shares (as defined below) 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
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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 for 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 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 or
indirectly from Mead or its affiliates), excluding any Person who becomes such a
Beneficial Owner in connection with a transaction described in clause (x)(1) 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.
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`Beneficial Owner' shall have the meaning defined in Rule 13d-3 under the
Exchange Act.
`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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Attachment 2
CORPORATE ANNUAL INCENTIVE PLAN
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PAYOUT TARGETS
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2000
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2000 2000 Annual Policy
Grade Midpoint Incentive Target TCC Target
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33 $843,108 $834,700 $1,677,808
32 735,876 692,700 1,428,576
31 640,932 571,200 1,212,132
30 559,344 471,000 1,030,344
29 487,728 385,900 873,628
28 424,860 316,800 741,660
27 369,804 260,400 630,204
26 321,492 214,800 536,292
25 279,072 178,300 457,372
24 243,372 150,200 393,572
23 213,132 128,200 341,332
22 190,176 109,570 299,746
21 167,724 91,160 258,884
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