Amendment No. 1 to Change of Control Agreement between Georgia-Pacific Corporation and Gary A. Myers
Georgia-Pacific Corporation and Gary A. Myers have amended their existing Change of Control Agreement to broaden the definition of what constitutes a "Change in Control." The amendment specifically adds that the completion of a transaction described in a Board Resolution related to Project Forest, and as outlined in a merger agreement with Plum Creek Timber Company and other parties, will now be considered a Change in Control under the agreement. This change may affect Mr. Myers' rights or benefits if such a transaction occurs.
EXHIBIT 10.1 |
AMENDMENT NUMBER ONE |
WHEREAS, the Board of Directors of Georgia-Pacific Corporation (the "Board") desires to amend the Change of Control Agreement between Georgia-Pacific Corporation and Gary A. Myers, dated March 15, 1999 ("Agreement") to expand the definition of "Change in Control." |
| NOW THEREFORE, the Board hereby amends the Agreement as follows: |
| 1. Section 1(c) of the Agreement is amended by adding the following to the end thereof: |
"(v) Consummation of the Transaction as defined in the Board Resolution approving Project Forest dated July 18, 2000, and as contemplated in the Agreement and Plan of Merger by and among Plum Creek Timber Company, Inc., Georgia-Pacific Corporation, and the Spincos (as defined therein) dated July 18, 2000." |
