Amendment to The Mead Corporation Corporate Long Term Incentive Plan 2001
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Summary
This amendment, executed by The Mead Corporation, updates the company's Corporate Long Term Incentive Plan 2001. It changes how a 'Change in Control' is defined in the context of a merger agreement involving MW Holding Corporation, Michael Merger Sub, Westvaco Corporation, and William Merger Sub. The amendment specifies that the change in control will be recognized at the effective time of the merger, and clarifies how incentive awards are calculated and paid out to participants. The amendment is effective as of August 2001.
EX-10.2 4 dex102.txt AMEND. TO CORPORATE LONG TERM INCENTIVE PLAN 2001 Exhibit 10(2) AMENDMENT TO THE MEAD CORPORATION THE CORPORATE LONG TERM INCENTIVE PLAN 2001 WHEREAS, The Mead Corporation maintains The Mead Corporation The Corporate Long Term Incentive Plan 2001 (the "Plan") and amendment of the Plan is now deemed to be desirable; NOW, THEREFORE, the Plan be, and it hereby is, amended as follows: 1. Effective August 24, 2001, the last sentence of the first paragraph of Attachment 1 to the Plan is deleted. 2. Effective August 28, 2001, the following new second paragraph shall be inserted after the first paragraph of Attachment 1 to the Plan: "The Corporation having entered into an Agreement and Plan of Merger dated as of August 28, 2001, with MW Holding Corporation, Michael Merger Sub, Westvaco Corporation, and William Merger Sub (the "Merger Agreement"), any Change in Control which would otherwise occur in accordance with the provisions of this Attachment 1 upon any approval by the shareholders of the Corporation of the Merger Agreement shall, for all purposes of the first paragraph of this Attachment 1 be deemed to occur instead at the Effective Time (as defined in the Merger Agreement). Further, any pro-rata award for the Change-in-Control Performance Period which, pursuant to clause (iii) of such first paragraph, thereby becomes payable immediately after the Effective Time shall be based on the level of actual achievement of the payout factors calculated by the funding formula through the Effective Time and not on any participant's individual incentive target." EXECUTED at Dayton, Ohio this 7th day of November, 2001. THE MEAD CORPORATION By: /s/ A. ROBERT ROSENBERGER -------------------------- Its: Vice President (Human Resources) ATTEST: /s/ DAVID L. SANTEZ - ------------------- Assistant Secretary
