Amendment No. 2 to the Georgia-Pacific Corporation Economic Value Incentive Plan
This amendment updates the Georgia-Pacific Corporation Economic Value Incentive Plan. It allows the Compensation Committee to reduce the CEO's and certain officers' quantitative bonuses at its discretion, based on performance criteria it selects. It also clarifies that the Board, through the Committee, can amend or terminate the plan at any time. The amendment is effective as of May 7, 2002.
EXHIBIT 10.5(ii)
AMENDMENT NUMBER TWO
TO THE
GEORGIA-PACIFIC CORPORATION
ECONOMIC VALUE INCENTIVE PLAN
WHEREAS, pursuant to Section 9 of the Georgia-Pacific Corporation Economic Value Incentive Plan (“Plan”) the Board of Directors of Georgia-Pacific Corporation (“Corporation”), by action of the Compensation Committee, has reserved the right to amend the Plan at any time;
NOW THEREFORE, the Plan is amended effective as of May 7, 2002, as follows:
| 1. | Section 4 of the Plan is hereby amended to add a new subsection 3 (e) to read as follows: |
“(e). Notwithstanding anything in this Plan to the contrary, the Quantitative Bonus for the CEO and for each Affected Officer for a calendar year shall be subject to reduction by the Committee, in its discretion, based on its review and evaluation of such performance criteria as the Committee may deem appropriate.”
| 2. | Section 9 of the Plan is hereby amended to read as follows: |
“The Board, by action of the Committee, expressly reserves the right to amend or terminate the Plan at any time.”
