EXHIBIT 10.13(iv)
GEORGIA-PACIFIC CORPORATION/TIMBER GROUP
1997 LONG-TERM INCENTIVE PLAN
EMPLOYEE STOCK OPTION AGREEMENT
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Optionee: [First Middle Last]
Total Shares Under Option: [ ] shares
Option Price: $22.50 per share
Grant Date: January 21, 2000
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THIS AGREEMENT, dated as of the Grant Date stated above, by and between
Georgia-Pacific Corporation and the Optionee:
W I T N E S S E T H:
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WHEREAS, Georgia-Pacific Corporation wishes to give the Optionee an
opportunity to acquire or enlarge the Optionee's equity ownership in
Georgia-Pacific Corporation for purposes of augmenting the Optionee's
proprietary interest in the success of Georgia-Pacific Corporation and, in
particular, its business unit known as The Timber Company;
WHEREAS, the options described in this Agreement have been granted
pursuant to, and are governed by, the Plan;
NOW, THEREFORE, Georgia-Pacific Corporation and the Optionee hereby
agree as follows:
1. Definitions. For purposes of this Agreement, the following terms shall
be defined as follows:
(a) Agent means First Chicago Trust or any other entity designated
by the Plan Administrator to act as its administrative service
provider.
(b) Board of Directors means the Board of Directors of
Georgia-Pacific Corporation.
(c) Cause means any of the actions or omissions specified in
Section 2(d) of the Plan.
(d) Change of Control has the meanings specified in Section 11(b)
of the Plan.
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(e) Code means the Internal Revenue Code of 1986, as amended from
time to time, or any statute which is a successor or
replacement for such statute, and the regulations promulgated
thereunder.
(f) Corporation means Georgia-Pacific Corporation, its successors
and assigns, and any other corporation in an unbroken chain of
corporations beginning with Georgia-Pacific Corporation if
each of the corporations other than the last corporation in
the unbroken chain owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of
the other corporations in such chain.
(g) Committee means the Compensation Committee of the Board of
Directors, or a subcommittee of such Committee, as the same
may be constituted from time to time.
(h) Disability means "total disability" as defined under the
long-term disability program of the Georgia-Pacific
Corporation Salaried Employees Long-Term Disability Plan
(whether or not the Optionee is covered under such program).
(i) Disability Retirement Date means the later of (i) the day the
Optionee's employment with the Corporation ends after the
maximum period during which salary continuation benefits from
the Corporation because of illness or injury are authorized in
accordance with its then-current medical leave policy, but
only if the Optionee's Disability continues through that date,
or (ii) the day the Optionee's employment with the Corporation
ends after the last day of a personal leave of absence
immediately following such period of salary continuation,
provided, that the Optionee has a Disability on such date. If
the Optionee is involuntarily terminated because of job
elimination or facility closure (or other reason approved by
the Plan Administrator) while on a paid medical leave based on
a Disability or during a personal leave of absence immediately
following such medical leave, the Optionee will have a
Disability Retirement Date on the last day of the maximum
period during which salary continuation benefits from the
Corporation because of illness or injury would have been
authorized in accordance with its then-current medical leave
policy if he had not been terminated (in the case of
termination during a medical leave) or on the date of
termination (in the case of termination during the personal
leave of absence), provided that he still has a Disability on
such date.
(j) Early Retirement Date means the Optionee's last day of active
employment by the Corporation after having attained at least
age 55 (but not age 62) and having accrued at least 10 years
of service for vesting purposes as determined in accordance
with the provisions of the Georgia-Pacific Corporation Savings
and Capital Growth Plan (or any successor tax-qualified
retirement plan maintained for salaried employees of the
Corporation).
(k) Exercise Amount means the sum of (a) the Option Price
multiplied by the number of vested options being exercised
plus (b) an amount sufficient to pay all applicable FICA and
withholding taxes on (i) the value of any dividend
equivalents, and (ii) the difference between the Fair Market
Value of Timber Group Stock for which the vested options are
being exercised (determined as of the exercise date) and their
Option Price, as calculated by the Plan Administrator or the
Agent, if any.
(l) Expiration Date means the tenth anniversary of the Grant Date,
unless an earlier Expiration Date is established by operation
of Section 5 of this Agreement.
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(m) Fair Market Value is the mean between the high and low sales
prices of a share of Timber Group Stock on a particular date,
as reported in The Wall Street Journal, New York Stock
Exchange - Composite Transactions, or as reported in any
successor quotation system adopted prospectively for this
purpose by the Plan Administrator in its discretion. If the
date of determination is not a trading date on the New York
Stock Exchange, Fair Market Value shall be determined using
the high and low sales prices of a share of Timber Group Stock
on the next preceding trading date. The Fair Market Value of
Timber Group Stock shall be rounded to the nearest whole cent
(with 0.5 cent being rounded to the next higher whole cent).
(n) Grant Date means the date set forth on the first page of this
Agreement, upon which the options described in this Agreement
were granted to the Optionee.
(o) Normal Retirement Date means the Optionee's last day of active
employment by the Corporation after having attained (i) at
least age 62 (but not age 65) and at least 10 years of service
for vesting purposes as determined in accordance with the
provisions of the Georgia-Pacific Corporation Savings and
Capital Growth Plan (or any successor tax-qualified retirement
plan maintained for salaried employees of the Corporation) or
(ii) at least age 65.
(p) Option Price means the price per share set forth on the first
page of this Agreement.
(q) Optionee means the employee of the Corporation named on the
first page of this Agreement.
(r) Plan means the Georgia-Pacific Corporation/Timber Group 1997
Long-Term Incentive Plan, as adopted by the Board of Directors
on September 17, 1997, and approved by the Corporation's
shareholders on December 16, 1997, and as amended from time to
time.
(s) Plan Administrator means the Committee, provided, however,
that to the extent permitted by the Plan and authorized by the
Committee, the Chief Executive Officer of the Georgia-Pacific
Corporation may act on behalf of the Committee in executing
the duties and responsibilities of the Plan Administrator.
(t) Representative means, in the event of the Optionee's
Disability, his duly authorized legal guardian or
representative; or, in the event of the Optionee's death, his
estate, personal representative, or beneficiary as designated
pursuant to Section 6(e).
(u) Timber Group Stock means the class of the Corporation's common
stock, par value $0.80 per share, which has been designated by
the Corporation as the Georgia-Pacific Corporation--Timber
Group Common Stock.
(v) Total Shares Under Option means the number of options granted
to the Optionee as set forth on the first page of this
Agreement.
(w) Vesting Date means any one of the dates upon which options
granted to the Optionee under this Agreement become
exercisable in accordance with this Agreement.
2. Option Grant. Subject to the terms and conditions of this Agreement,
the Corporation hereby grants an option to the Optionee to purchase
from the Corporation, at the
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Option Price, the number of shares of Timber Group Stock equal to the
Total Shares Under Option. This option includes the right, upon
exercise of such option, to receive a dividend equivalent in the form
of additional shares of Timber Group Stock equal to 50% of the value of
the dividends declared and paid on the Total Shares Under Option from
the Grant Date through the exercise date.
3. Vesting.
(a) Regular Vesting. Except as stated in Sections 3(b) and 3(c) of
this Agreement, the Optionee shall become vested in a
percentage of the Total Shares Under Option in accordance with
the following schedule:
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VESTING DATE PERCENTAGE OF TOTAL SHARES
UNDER OPTION
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First anniversary of Grant Date 34%
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Second anniversary of Grant Date 33%
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Third anniversary of Grant Date 33%
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The number of options granted to the Optionee under this Agreement which become
vested on a Vesting Date in accordance with the above schedule will be
determined by multiplying the Total Shares Under Option by the percentage
specified in the above schedule, and then rounding the resulting number up to
the nearest whole number, provided that the aggregate number of the Optionee's
vested options under this Agreement shall not exceed the Total Shares Under
Option.
(b) Accelerated Vesting. Notwithstanding the vesting schedule
specified in Section 3(a) of this Agreement, the Total Shares
Under Option shall become 100% vested upon the earliest to
occur of the following Vesting Dates:
(i) the Optionee's Normal Retirement Date;
(ii) the Optionee's Disability Retirement Date;
(iii) the date of the Optionee's death prior to his
termination of employment from the Corporation;
(iv) the date of a Change of Control; or
(v) subject to the approval of the Plan Administrator,
the Optionee's Early Retirement
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Date or the date of the Optionee's involuntary
termination of employment from the Corporation, in
either case due to (A) job elimination, (B)
plant closure, or (C) such other reason as may be
specifically approved by the Plan Administrator.
If more than one of the accelerated vesting rules specified in this Section 3(b)
can apply to the Optionee, the Optionee may elect in writing which vesting rule
will apply. The vesting rule elected by the Optionee will determine the
Expiration Date for the options affected by such accelerated vesting. If the
Optionee fails to make such an election within 30 days after being notified by
the Plan Administrator, the Optionee will be deemed to have elected the
available accelerated vesting rule which, first, vests the most options in the
Optionee or, second (if each accelerated vesting rule vests the same number of
options), provides the longest exercise period. Notwithstanding anything in this
Agreement to the contrary, except as otherwise provided in this Agreement in the
case of a Disability Retirement Date which occurs after Optionee's termination
of employment with the Company, no Vesting Date will occur - and no options may
vest - following termination of employment with the Company.
(c) Termination for Cause. Notwithstanding anything in this
Agreement to the contrary, if the Corporation terminates the
Optionee's employment for Cause prior to a Change of Control,
this Agreement shall be terminated and all options granted to
the Optionee under this Agreement shall be forfeited,
regardless of whether a Vesting Date has occurred on or before
such termination date, unless and to the extent that the Plan
Administrator determines that such forfeiture would violate
applicable law.
4. Exercise of Options.
(a) General. Except as otherwise specified by the Plan
Administrator in accordance with Sections 4(d) and 4(e), the
Optionee (or his Representative, as the case may be) may
exercise the options granted under the Agreement, in whole or
in part, at any time on or after the Vesting Date for such
options and prior to their Expiration Date, by complying with
the procedures described in this Section 4. The Optionee shall
forfeit all rights to any option under this Agreement, whether
or not then vested, which is not exercised prior to its
Expiration Date.
(b) Exercise Procedure. The Optionee or his Representative (if
applicable) may exercise all or a portion of his vested
options under this Agreement by delivering notice to the
Agent, or by complying with any alternative procedure which
may be authorized by the Plan Administrator from time to time.
The notice to the Agent shall specify the number of shares of
Timber Group Stock that the Optionee desires to purchase by
exercise of his vested options, and shall include payment for
the Exercise Amount of such shares in one of the following
ways:
(i) The Optionee may tender payment of the Exercise
Amount on the date of exercise in the form of cash,
certified check, bank draft, or postal or express
money order made payable to the order of the
Corporation and denominated in U.S. dollars; or
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(ii) The Optionee may tender payment of the Exercise
Amount on the date of exercise in the form of shares
of Timber Group Stock having a Fair Market Value on
the date of exercise equal to the Exercise Amount, if
such shares were acquired upon exercise of an option,
they must have been held by the Optionee for at least
six months at the time of tender; or
(iii) The Optionee may tender payment of the Exercise
Amount on the date of exercise in a combination of
(A) shares of Timber Group Stock (subject to the
holding period described in paragraph (ii) above);
and (B) cash, certified check, bank draft, or postal
or express money order made payable to the order of
the Corporation and denominated in U.S. dollars,
equal to the difference between the Exercise Amount
and the Fair Market Value of the tendered shares of
Timber Group Stock on the date of exercise; or
(iv) The Optionee may initiate a cashless exercise in
accordance with procedures promulgated by the Plan
Administrator or the Agent, if any.
(v) The Optionee may tender payment of the Exercise
Amount on the date of exercise in accordance with
such other method as the Plan Administrator shall
authorize.
Within 30 days after the date of such exercise, the Agent shall make available
to the Optionee a certificate registered in the Optionee's name or a book entry
in a depository institution for the Optionee's account, representing the
aggregate number of shares of Timber Group Stock purchased by the Optionee as a
result of such exercise.
(c) Exercise of Options Following Optionee's Disability or Death.
(i) Optionee's Disability. If the Optionee's Disability
occurs during a period in which he may exercise
options under this Agreement, the Optionee or, if
applicable, the Optionee's Representative may
exercise the options before their Expiration Date
with respect to any or all of the Total Shares Under
Option which are available for purchase under this
Agreement by the Optionee on his Disability
Retirement Date (taking into account the accelerated
vesting provisions of Section 3(b)) and which had not
been purchased by him prior to such date.
(ii) Optionee's Death. If the Optionee's death occurs
during a period in which he may exercise options
under this Agreement, the Optionee's Representative
may exercise the options before their Expiration Date
with respect to any or all of the Total Shares Under
Option which are available for purchase under this
Agreement by the Optionee on the date of his death
(taking into account the accelerated vesting
provisions of Section 3(b)) and which had not been
purchased by him prior to his death.
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(d) Exercise of Options During Leave of Absence. Notwithstanding
any provision of this Agreement to the contrary, if the
Optionee is on a leave of absence or is absent on military or
government service at any time on or after the Grant Date and
prior to the Expiration Date, the Optionee may not exercise
any part of the Total Shares Under Option prior to the date
the Optionee returns to active employment with the
Corporation, and vesting of any options under this Agreement
which would normally vest on a date during the absence shall
be postponed until the Optionee returns to active work at the
end of the absence (in which case, the date of return to
active employment shall be a Vesting Date). The provisions of
this subsection (d) shall not affect any of Optionee's rights
in the event of his death, Disability, Early Retirement or
Normal Retirement or in the event of a Change of Control
occurring during such an absence.
(e) Deferral of Exercise or Delivery of Shares. Notwithstanding
any provision in this Agreement to the contrary, if any law or
regulation of any governmental authority having jurisdiction
in the matter requires the Corporation, Plan Administrator,
Agent, Optionee, or Representative to take any action or
refrain from action in connection with the exercise of any
option under this Agreement or the delivery of shares of
Timber Group Stock to the Optionee, or to delay such exercise
or delivery, then the exercise or delivery of such shares
shall be deferred until such action has been taken or such
restriction on action has been removed.
5. Special Rules Governing the Expiration Date. The Expiration Date for
options granted to the Optionee under this Agreement shall be subject
to the following special rules:
(a) Termination of Employment. If the Optionee voluntarily or
involuntarily terminates employment with the Corporation (for
reasons other than death, Change of Control or having reached
his Normal Retirement Date, Early Retirement Date or
Disability Retirement Date), the Expiration Date for
exercising any options under this Agreement which were vested
as of his date of termination shall be the 90th day after the
date of such termination; provided that if the Optionee has a
Disability or dies, or a Change of Control occurs, prior to
such 90th day, the Expiration Date for the Optionee's options
under this Agreement which were vested as of his date of
termination shall be the Expiration Date applicable to such
Disability (subject to the rules stated in Section 5(d)),
death, or Change of Control, whichever is applicable.
(b) Normal Retirement. If the Optionee terminates employment with
the Corporation on his Normal Retirement Date, the Expiration
Date for exercising his vested options under this Agreement
shall be the last day of the 60th month after the end of the
month in which the Optionee's Normal Retirement Date occurs.
(c) Early Retirement. If the Optionee terminates employment with
the Corporation on his Early Retirement Date, the Expiration
Date for exercising his vested options under this Agreement
shall be the last day of the 60th month after the end of the
month in which the Optionee's Early Retirement Date occurs.
(d) Disability or Disability Retirement. If the Optionee
terminates employment with the Corporation on his Disability
Retirement Date, the Expiration Date for exercising his vested
options under this Agreement shall be the last day of the 36th
month after the end
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of the month in which the Optionee's Disability Retirement
Date occurs. If the Optionee has a Disability before the 90th
day after terminating employment with the Corporation (for
reasons other than having reached his Normal Retirement Date,
Early Retirement Date, or Disability Retirement Date) and such
Disability continues through the end of the initial 90-day
period, the Expiration Date for exercising his vested options
under this Agreement shall be the last day of the 36th month
after the end of the month in which the Optionee's Disability
occurs.
(e) Optionee's Death. If the Optionee dies while actively employed
by the Corporation or prior to the 90th day after the
Optionee's termination of employment with the Corporation (for
reasons other than having reached his Normal Retirement Date,
Early Retirement Date, or Disability Retirement Date), the
Expiration Date for exercising his vested options under this
Agreement shall be the last day of the 36th month after the
end of the month in which the Optionee's death occurs.
(f) Change of Control. The Expiration Date for all of the
Optionee's vested options shall be the tenth anniversary of
the Grant Date if a Change of Control takes place (i) while
the Optionee is actively employed by the Corporation; (ii)
prior to the 90th day after the Optionee terminates employment
with the Corporation; or (iii) prior to the 90th day after the
Optionee terminates his employment with the Corporation on his
Normal Retirement Date, Early Retirement Date, Disability
Retirement Date or date of death.
(g) Maximum Expiration Date. Notwithstanding any provision in
Section 5 of the Agreement to the contrary, no Expiration Date
may extend beyond the tenth anniversary of the Grant Date.
(h) Termination Date. The Optionee's date of termination of
employment from the Corporation shall be deemed for purposes
of this Agreement to be the later of (i) his last day of
active work for the Corporation or (ii) his last day on the
active employee payroll of the Corporation, provided, however,
that for all purposes of this Agreement, the Optionee shall be
deemed actively at work during any period the Optionee is on
approved paid medical leave.
6. General Provisions. The Optionee acknowledges that he has read,
understands and agrees with all of the provisions in this Agreement and
the Plan, including (but not limited to) the following:
(a) Authority of Plan Administrator. The Plan Administrator shall
have the authority to administer the Agreement and the Plan;
to make all determinations with respect to the construction
and application of the Agreement, the Plan, and the
resolutions of the Board of Directors establishing the Plan;
to adopt and revise rules relating to the Agreement and the
Plan; to hire the Agent with respect to its administrative
responsibilities under the Agreement and the Plan; and to make
other determinations which it believes are necessary or
advisable for the administration of the Agreement and the
Plan. Any dispute or disagreement which arises under this
Agreement or the Plan shall be resolved by the Plan
Administrator in its absolute discretion. Any such
determination, interpretation, resolution, or other action by
the Plan Administrator shall be final, binding and conclusive
with respect to the Optionee and all other persons affected
thereby.
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(b) Notices. Any notice which is required or permitted under this
Agreement shall be in writing (unless otherwise specified in
the Agreement or in a writing from the Corporation or the
Agent to the Optionee), and delivered personally or by mail,
postage prepaid, addressed as follows: (i) if to the
Corporation or the Agent, at l33 Peachtree Street, N.E.,
Atlanta, Georgia 30303, Attention: Compensation Department, or
at such other address as the Corporation or the Agent by
notice to the Optionee may have designated from time to time;
(ii) if to the Optionee, at the address indicated in the
Optionee's then-current personnel records, or at such other
address as the Optionee by notice to the Corporation may have
designated from time to time. Such notice shall be deemed
given upon receipt.
(c) Taxation. The Optionee shall be responsible for all applicable
withholding taxes and the employee share of FICA taxes with
respect to compensation income generated upon the exercise or
surrender of his vested options under this Agreement.
(d) Nontransferability. This Agreement and the options granted to
the Optionee hereto shall be nontransferable and shall not be
sold, hypothecated or otherwise assigned or conveyed by the
Optionee to any other person, except as specifically permitted
in this Agreement. No assignment or transfer of this Agreement
or the rights represented thereby, whether voluntary or
involuntary, or by operation of law or otherwise, shall vest
in the assignee or transferee any interest or right
whatsoever, except as specifically permitted in this
Agreement. The Agreement shall terminate, and be of no force
or effect, immediately upon any attempt to assign or transfer
the Agreement or any of the options to which the Agreement
applies.
(e) Designation of Beneficiary. The Optionee may designate a
person or persons to receive, in the event of his death, any
rights to which he would be entitled under this Agreement.
Such a designation shall be filed with the Agent in accordance
with uniform procedures specified by the Plan Administrator.
The Optionee may change or revoke a beneficiary designation at
any time by filing a written statement of such change or
revocation with the Agent in accordance with uniform
procedures specified by the Plan Administrator. No beneficiary
designation or change of beneficiary designation will be
effective until notice thereof is received. If an Optionee
fails to designate a beneficiary or if the beneficiary
predeceases the Optionee, the Optionee shall be deemed not to
have a beneficiary for purposes of this Agreement.
(f) No Shareholder Rights. The Optionee shall have no rights as a
shareholder of the Corporation, and shall not be deemed to be
a shareholder of the Corporation for any purpose, as a result
of the options granted to the Optionee under this Agreement,
until the earliest of the following dates: (i) the date that
the Corporation receives payment in full of the Exercise Price
for shares of Timber Group Stock because an option has been
exercised in accordance with this Agreement; or (ii) the date
that shares of Timber Group Stock have been issued or
transferred to the Optionee following the exercise of an
option in accordance with this Agreement. The Optionee shall
not be entitled to any dividends or other rights for which the
record date is prior to the date of such issuance, transfer,
or receipt.
(g) Not an Employment Contract. This Agreement shall not be deemed
to limit or restrict the right of the Corporation to terminate
the Optionee's employment at any time, for any reason, with or
without Cause, or to limit or restrict the right of the
Optionee to terminate his employment with the Corporation at
any time.
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(h) Corporate Restructuring/Capital Readjustments. Nothing in this
Agreement shall abridge the rights or powers of the
Corporation or its stockholders reserved to them in Section
9(a) of the Plan, and in the event of any extraordinary
transaction with respect to or affecting Timber Group Stock,
adjustments to the number of options granted in this Agreement
may be made in accordance with the provisions of Section 9(b)
of the Plan.
(i) Amendment or Termination. This Agreement may be amended or
terminated at any time by the mutual agreement and written
consent of the Optionee and the Plan Administrator, but only
to the extent permitted under the Plan.
(j) Not Considered Incentive Stock Options. The options granted
under this Agreement do not constitute and shall not be
construed to constitute "incentive stock options" with the
meaning of section 422 of the Code.
(k) Governing Instrument. This Agreement is subject to all terms
and conditions of the Plan and shall at all times be
interpreted in a manner that is consistent with the intent,
purposes, and specific language of the Plan.
(l) Severability. If any provision of this Agreement should be
held illegal or invalid for any reason by the Plan
Administrator or court of applicable jurisdiction, such
determination shall not affect the other provisions of this
Agreement, and it shall be construed as if such provision had
never been included herein.
(m) Headings/Gender. Headings in this Agreement are for
convenience only and shall not be construed to be part of this
Agreement. Any reference to the masculine, feminine or neuter
gender shall be a reference to other genders as appropriate.
(n) Governing Law. This Agreement shall be construed, and its
provisions enforced and administered, in accordance with the
laws of the State of Georgia and, where applicable, federal
law.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed by
its duly authorized officers under its corporate seal, and the Optionee has
executed this Agreement, as of the day and year first above written.
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GEORGIA-PACIFIC CORPORATION
By: /s/ A.D.CORRELL
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A. D. Correll
Chairman, Chief Executive Officer
and President
ATTEST:
/s/ KENNETH F. KHOURY
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Kenneth F. Khoury
Secretary
OPTIONEE
NOTE: PLEASE COMPLETE THE ATTACHED ACKNOWLEDGMENT OF RECEIPT AND
BENEFICIARY DESIGNATION FORM AND RETURN THEM TO:
FIRST CHICAGO TRUST
GEORGIA-PACIFIC STOCK OPTION PLAN
"PERSONAL AND CONFIDENTIAL"
P. O. BOX 2585
JERSEY CITY, NJ 07302-2585
ACKNOWLEDGMENT OF RECEIPT AND BENEFICIARY DESIGNATION FORM
Under the terms of the Georgia-Pacific Corporation/Timber Group 1997
Long-Term Incentive Plan ("1997 Timber Group LTIP"), you have the right to
designate a beneficiary to exercise certain rights that may arise under those
grants in the event of your death. IF YOU DO NOT DESIGNATE A BENEFICIARY IN
WRITING, THESE RIGHTS WILL PASS TO YOUR ESTATE UPON YOUR DEATH. In order to
allow you to decide affirmatively which outcome you desire and, in the event you
prefer to designate a beneficiary or beneficiaries other than your estate, to
name that beneficiary or those beneficiaries, the Corporation has provided this
form, which you may use to designate in writing the beneficiary(ies) you desire.
Of course, you may revoke and change your beneficiary designations at any time
by notifying First Chicago Trust in writing at the address indicated below.
PLEASE TAKE TIME TO FILL OUT THIS FORM AND RETURN IT TO FIRST CHICAGO
TRUST AT THE FOLLOWING ADDRESS: FIRST CHICAGO TRUST, GEORGIA-PACIFIC STOCK
OPTION PLAN, "PERSONAL AND CONFIDENTIAL", P. O. BOX 2585, JERSEY CITY, NJ
07302-2585. BENEFICIARY DESIGNATIONS OR MODIFICATIONS OF BENEFICIARY
DESIGNATIONS SENT TO ANY OTHER ADDRESS WILL NOT BE EFFECTIVE UNTIL ACTUALLY
RECEIVED BY FIRST CHICAGO TRUST. THE CORPORATION HAS NO RESPONSIBILITY FOR
BENEFICIARY DESIGNATION FORMS WHICH ARE NOT SUBMITTED AS INDICATED ABOVE.
NOTE: You may designate multiple beneficiaries, in which case those living at
the time of your death will equally share the rights accorded to a beneficiary
for the particular grant(s) in question.
[ ] I designate my estate as my beneficiary under my 2000 grant under the 1997
Timber Group LTIP.
[ ] I designate the following person(s) as my beneficiary(ies) under my 2000
grant under the 1997 Timber Group LTIP:
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NAME ADDRESS RELATIONSHIP TO YOU SOCIAL SECURITY
NUMBER (IF
KNOWN)
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I ACKNOWLEDGE RECEIPT OF THE EXECUTED OPTION AGREEMENT EVIDENCING MY JANUARY 21,
2000, STOCK OPTION GRANT UNDER THE GEORGIA-PACIFIC CORPORATION/TIMBER GROUP 1997
LONG-TERM INCENTIVE PLAN AND CONFIRM THAT THE BENEFICIARY(IES) DESIGNATED ABOVE
HAVE BEEN SELECTED BY ME IN FREE EXERCISE OF MY OWN DISCRETION.
Signature:____________________________
Printed Name:________________________
Date:________________________________