Another ENRON? 

International Paper   Lexington, Kentucky

                                                                                                             

Updated : 08-13-07

 

Be sure to scroll down and check out Line 5, 12, 13 and 15
 
 
 
Below you will find a report taken from an  International Paper SEC report from this year (2003) Various awards that are set up to reward upper management for just about everything they do. As you read this, remember that we have just lost 6 employees to cut expenses. When you finish this report, be sure and check out the " More IP Shame" Page to see more of this executive pocket padding.
 
 
 
 
AMENDED AND RESTATED
 

INTERNATIONAL PAPER COMPANY
LONG-TERM INCENTIVE COMPENSATION PLAN
 

1. Purpose and Effective Date
 

This plan shall be known as the International Paper Company Long-Term 
Incentive Compensation Plan (the "Plan"). The purpose of this Plan is 
to provide incentive for senior management officers and employees of
the Company and its subsidiaries (the "Company") to improve the 
performance of the Company on a long-term basis, and to attract and 
retain in the employ of the Company persons of outstanding competence. 
The terms "subsidiary" and "subsidiaries" as used herein shall
mean corporations which are owned or controlled by International
Paper Company, directly or indirectly. The effective date of the Plan 
is January 1, 1989. The Plan was amended in 1994, 1999, 2000 
and 2003 by a vote of shareholders.
 
2. Administration of the Plan
(a) The Plan shall be administered by a committee (the "Committee")
which shall be composed of members of the Board of Directors of the Company and
which shall be constituted so as to permit the Plan to comply with the
provisions of Rule 16b-3 under the Securities Exchange Act of 1934, as amended
("1934 Act") (or any successor rule) and Section 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code"). The Committee is authorized to administer
and interpret the Plan, to authorize, change, and waive the restrictions and
conditions imposed on awards and stock options under the Plan, to delegate the
granting of awards hereunder, and to adopt such rules and regulations for
carrying out the Plan as it may deem appropriate. Decisions of the Committee or
its delegates on all matters relating to the Plan shall be in the Committee's
sole discretion and shall be conclusive and binding on all parties, including
the Company, the shareholders and the participants.
 

(b) No member of the Committee or any employee acting on its behalf
shall incur any liability for any action or failure to act in connection with
this Plan. The Company shall indemnify each member of the Committee and any
employee acting on its behalf against any and all claims, losses, damages,
expenses and liabilities arising from any action or failure to act.
 

3. Participants


(a) Participation in this Plan shall be limited to senior managers and
other key employees of the Company as determined by the Committee or its
delegates. Awards of stock and stock appreciation rights and grants of stock
options may be made to such employees and for such respective numbers of Shares,
as the Committee or its delegates, in their absolute discretion
shall determine (all such individuals to whom awards and options shall be
granted being herein called "participants").
 

(b) Members of the Board of Directors who are also employees of the
Company shall be eligible to participate in the Plan. However, members of the
Board of Directors who are not also employees of the Company shall be ineligible
for awards under this Plan. Notwithstanding the foregoing, any members of the
Board of Directors who are also retired employees of the Company shall be
entitled to the portions of their awards which are earned or vested pursuant to
the provisions of the Plan.
 

(c) A person who is compensated on the basis of a fee or retainer, as
distinguished from salary, shall not be eligible for participation in the Plan.
 

(d) Participation in this Plan, or receipt of an award or option under
this Plan, shall not give a participant any right to a subsequent award or
option, nor any right to continued employment by the Company for any period, nor
shall the granting of an award or option give the Company any right to continued
services of the participant for any period. Likewise, participation in the Plan
will not in any way affect the Company's right to terminate the employment of
the participant at any time with or without cause.
 

4. Definitions
 

(a) "Stock" or "Share" shall mean a share of the common stock of $1.00
par value of International Paper Company.
 

(b) "Performance Shares" shall mean Shares contingently awarded with
respect to an Award Period and issued with the restriction that the holder may
not sell, transfer, pledge, or assign such Shares, and with such other
restrictions as the Committee in its sole discretion may determine (including,
without limitation, restrictions with respect to forfeiture of the Shares and
with respect to reinvestment of dividends in additional restricted Shares),
which restrictions may lapse separately or in combination at such time or times
(in installments or otherwise) as the Committee may determine.
 

(c) "Stock Appreciation Right" or "SAR" shall mean a right included in
an award under this Plan to receive upon exercise of the SAR a payment equal to
the amount of the appreciation in the fair market value of a Share over the
exercise price which is set forth in the SAR provided that the exercise price is
not less than the fair market value of a Share on the date the SAR is granted.
Payment upon exercise of a SAR may be in the form of cash, or restricted stock,
or unrestricted stock, or a combination, as determined by the Committee in its
sole discretion. SARs may be awarded separately or in combination with other
awards and stock options under this Plan pursuant to terms and conditions
contained in an award agreement as determined by the Committee.
 

(d) "Change of Control of the Company" shall mean a change in control
of a nature that would be required to be reported in response to Item 5(f) of
Schedule 14A of Regulation 14A promulgated under the 1934 Act; provided that,
without limitation, such a change in control
 shall be deemed to have occurred if (i) any "person" as such term is used in
Sections 13(d) and 14(d)(2) of the 1934 Act (other than employee benefit plans
sponsored by the Company) is or becomes the beneficial owner, directly or
indirectly, of securities of the Company representing 20% or more of the
combined voting power of the Company's then outstanding securities, or (ii)
during any period of two consecutive years, individuals who at the beginning of
such period constitute the Board of Directors of the Company, cease for any
reason to constitute at least a majority thereof unless the election, or the
nomination for election, by the Company's shareholders of each new director was
approved by a vote of at least two-thirds of the directors still in office who
were directors at the beginning of the period.
 

5. Stock Available for the Plan
 

Subject to the adjustments permitted by Section 6 of the Plan, an
aggregate of 10 million (10,000,000) Shares shall be available under the Plan as
amended by the shareholders at the 2003 Annual Meeting for delivery pursuant to
the future awards, and options granted pursuant to the Plan, together with any
Shares previously authorized by shareholders under the Plan, as previously
amended, which are not yet issued to, or are reacquired from, participants in
the Plan as previously amended. Such Shares shall be either previously unissued
Shares or reacquired Shares. Shares covered by awards which are not earned, or
which are settled in cash, or which are forfeited or terminated for any reason,
and options which expire unexercised or which are exchanged for other awards,
shall again be available for other awards and stock options under the Plan.
Shares received by the Company in connection with the exercise of stock options
by delivery of other Shares, and received in connection with payment of
withholding taxes, shall again be available for delivery under the Plan. Shares
reacquired by the Company on the open market using the cash proceeds received by
the Company from the exercise of stock options granted under the Plan as
previously amended shall be available for awards and options up to the number of
Shares issued upon option exercises which generated such proceeds, provided any
such exercise occurred on or after January 1, 1989. Notwithstanding the
foregoing, the maximum number of Shares available for delivery pursuant to
future awards, options and SARs to executive officers of the Company who, at the
time of grant, are subject to the provisions of Section 16 of the 1934 Act shall
not exceed 14,600,000 Shares, subject to the adjustments permitted by Section 6
of the Plan. Notwithstanding any other provision of this Plan, subject, however,
to the adjustments permitted by Section 6 of the Plan, the aggregate number of
Shares that can be covered by future stock options or SARs granted to any
individual in any period of three consecutive fiscal years shall be 1,800,000,
and subject to the adjustments permitted by this Section 5, the aggregate number
of restricted Shares issued under this Plan after the 1999 annual meeting of
shareholders may not exceed 3,100,000 Shares.
A share of IP common stock is selling for just under $40.00 a share as of 10-16-03  I wonder what preferred or performance stock sells for? 10,000,000 shares of it, whatever it costs,  is an astrological figure. Just think of all the jobs that could have been saved had they have invested this money into their day to day operations rather than making the rich richer and the poor poorer.
 

6. Changes in Stock and Exercise Price of Stock Options and SARs
 

In the event of any stock dividend, split-up, reclassification or other
analogous change in capitalization or any distribution (other than regular cash
dividends) to holders of the Company's common stock, the Committee shall make
such adjustments, if any, as it deems to be equitable in the exercise price of
outstanding options and SARs, and in the number of Performance Shares
 awarded and earned, and in the number of Shares covered by any outstanding stock
options and SARs, granted under this Plan, and in the aggregate number of Shares
covered by this Plan.
 

7. Time of Granting Awards and Stock Options
 

Nothing contained in this Plan, or in any resolution adopted or to be
adopted by the Board of Directors or the shareholders of the Company, shall
constitute the granting of an award or stock option under this Plan. The
granting of an award or stock option pursuant to the Plan shall take place only
when authorized by the Committee or its delegates.
 

8. Death or Disability of a Participant
 

In the event of the death of a participant, a stock option or a SAR
may be exercised within one year of the participant's death by the participant's
designated beneficiary or beneficiaries (or if no beneficiary has been
designated or survives the participant, by the person or persons who have
acquired the rights of the participant by will or under the laws of descent and
distribution). If a participant becomes disabled, the participant may exercise a
stock option or a SAR within one year after the date of the disability.
 

For purposes of this Plan, the term "disabled" shall refer to the
condition of total disability defined in the Company's long-term disability
plan.
 

A participant may file with the Committee a designation of a
beneficiary or beneficiaries on a form approved by the Committee, which
designation may be changed or revoked by the participant's sole action, provided
that the change or revocation is filed with the Committee on a form approved by
it. In case of the death of the participant, before termination of employment or
after retirement or disability, any portions of the participant's award to which
the participant's designated beneficiary or estate is entitled under the Plan
and the award agreement, shall be paid to the beneficiary or beneficiaries so
designated or, if no beneficiary has been designated or survives such
participant, shall be delivered as directed by the executor or administrator of
the participant's estate.
 

9. Retirement of Holder of Stock Option or SAR
 

If a participant retires under a Company pension plan, the participant
may exercise a stock option or a SAR within its remaining term unless otherwise
provided in the award agreement. Retirement under any of the Company's pension
plans shall cause incentive stock options to be treated for federal income tax
purposes as non-qualified stock options on a date which is three months after
the date of retirement. For purposes of this section, retirement shall be given
the meaning used under the Company's pension plan for salaried employees.
 

10. Non-Transferability of Awards
 

No award, stock option or SAR under this Plan, and no rights or
interests therein, shall be assignable or transferable by a participant (or
legal representative), except at death by will or by
the laws of descent and distribution unless otherwise permitted by the Committee
and by law and, in the case of incentive stock options, to the extent consistent
with Section 422 of the Code.
 

11. Modification of the Plan
 

The Board of Directors, without further approval of the shareholders,
may at any time amend the Plan to take into account and comply with any changes
in applicable securities or federal income tax laws and regulations, or other
applicable laws and regulations, including without limitation, any modifications
to Rule 16b-3 under the 1934 Act or Section 162(m) of the Code (or any successor
rule, provision or regulation), terminate or modify or suspend (and if
suspended, may reinstate) any or all of the provisions of this Plan, except that
no modification of this Plan shall without the approval of the Company's
shareholders increase the total number of Shares for which awards, stock options
and SARs may be granted under the Plan (except pursuant to Section 6).
 

RESTRICTED PERFORMANCE SHARE AWARDS
 

12. Terms and Conditions of Awards of Performance Shares
 

(a) Each award of Performance Shares under this Plan shall be
contingently awarded with respect to a period of consecutive calendar years as
determined by the Committee (herein called an "Award Period") and shall be made
from reacquired Shares. The first complete Award Period under this Plan began
with the year 1989. A new Award Period shall commence at the beginning of each
calendar year.
 

(b) The Performance Shares awarded under this Plan will be earned by a
participant on the basis of the Company's financial performance over the Award
Period for which it was awarded, on the basis of pre-established performance
goals determined by the Committee in its sole discretion. The Performance
measurement criteria used for Performance Shares shall be limited to one or more
of: earnings per share, return on stockholders equity, return on investment,
return on assets, growth in earnings, growth in sales revenue, and shareholder
returns. Such criteria may be measured based on the Company's results or on the
Company's performance as measured against a group of peer companies selected by
the Committee. In applying such criteria, earnings may be calculated based on
the exclusion of discontinued operations and extraordinary items. Subject to the
adjustments permitted by Section 6 of the Plan, the maximum number of
Performance Shares that can be earned for any one individual for any future
Award Period is 100,000. Subject to such maximum number of Shares, the amount,
if any, that may be earned by a participant receiving Performance Shares may
vary in accordance with the level of achievement of the performance goal or
goals established by the Committee.
 

(c) A participant's rights with respect to all unearned Performance
Shares shall terminate at the end of each Award Period.
(d) The number of Shares determined by the Committee to have been
earned with respect to any Award Period shall be final, conclusive and binding
upon all parties, including the Company, the shareholders and the participants.
 

(e) All dividend equivalents credited on Performance Shares during an
Award Period shall be reinvested in additional Performance Shares (which shall
be allocated to the same Award Period, and shall be subject to being earned by
the participant on the same basis as the original award).
 

(f) All dividends paid on earned restricted Shares under this part of
the Plan shall be paid in cash.
 

(g) As a condition of any award of Performance Shares under this Plan,
each participant shall enter into an award agreement authorized by the
Committee. The Committee may in its sole discretion, include additional
conditions and restrictions in the award agreement entered into under this Plan.
Settlements in Shares may be subject to forfeiture and other contingencies as
the Committee may determine.
 

(h) At the discretion of the Committee, SARs may be awarded separately
or in combination with other awards or grants under this portion of the Plan.
 

(i) In the event a Change of Control of the Company occurs, then
 

(A) all restrictions shall be immediately removed with respect
to all earned Performance Shares and
 

(B) a pro rata portion of each outstanding Award that would
have been earned were Company performance to reach the goals
established by the Committee for each uncompleted Award Period shall be
deemed earned (based on the number of months of the total Award Period
which have been completed prior to the Change of Control), and all
restrictions shall be immediately removed with respect to that number
of shares; the remaining portion of each Award shall remain outstanding
as Performance Shares subject to the provisions of this Plan and the
participant's award agreements.
 

STOCK OPTION AWARDS
 

13. Terms and Conditions of Stock Options
 

(a) The Committee and its delegates shall have the sole authority to
grant stock options under this Plan. Such grants may consist of non-qualified
stock options, or Incentive Stock Options, or any combination thereof, as the
Committee shall decide from time to time. The aggregate fair market value
(determined at the time the option is granted) of the Stock with respect to
which Incentive Stock Options are exercisable for the first time by an
individual during a calendar year shall not exceed $100,000 as determined under
Section 422A of the Internal Revenue Code or comparable legislation. The maximum
number of Shares for which stock options can be awarded to any one individual
over any consecutive three-year period
commencing on the effective date of the amendment to the Plan is 1,800,000
Shares, subject to the adjustments permitted by Section 6 of the Plan.
 

(b) The term of each option granted under the Plan shall be set by the
Committee, but in no event shall an Incentive Stock Option be exercised after
ten years following the date of its grant under this Plan.
 

(c) The exercise price of each option granted under the Plan shall be
no less than the fair market value of the underlying Stock at the time the
option is granted as determined by the Committee.
 

(d) Prior to the exercise of the option and delivery of the Stock
represented thereby, the participant shall have no rights to any dividends nor
be entitled to any voting rights on any Stock represented by outstanding
options.
 

(e) As a condition of any grant of a stock option under this Plan, each
participant shall enter into an award agreement authorized by the Committee. The
Committee may, in its sole discretion, include additional conditions and
restrictions in the award agreement entered into under this Plan.
 

(f) At the discretion of the Committee, SARs may be awarded separately
or in combination with other awards or grants under this part of the Plan.
 

14. Exercise of Stock Options
 

(a) Each stock option granted under this Plan shall be exercisable as
provided in accordance with the document evidencing the option by full payment
of the option price in cash or at the discretion of the Committee in Stock owned
by the participant (including Performance Shares and other restricted Shares
awarded under this Plan). Unless otherwise provided herein, a participant may
exercise a stock option only if he or she is an employee of the Company and has
continuously been an employee of the Company since the date the option was
granted.
 

(b) If a stock option under this Plan is exercised by a participant,
then, at the discretion of the Committee, the participant may receive a
replacement option under this part of the Plan to purchase a number of Shares
equal to the number of Shares which the participant purchased on the exercise of
the option, with an exercise price equal to the current fair market value, and
with a term extending to the expiration date of the original stock option. If a
stock option is exercised by delivery of restricted Shares, then the participant
shall receive an equal number of identically restricted Shares; the remaining
option exercise Shares shall contain any applicable restrictions which are set
forth in the participant's award agreement and shall otherwise be unrestricted.
 

(c) In the event a Change of Control of the Company occurs, all stock
options granted under this part of the Plan shall be immediately exercisable,
and all restrictions on Shares issued under this plan pursuant to the exercise
of stock option shall be immediately removed.
CONTINUITY AWARDS
 

15. Terms and Conditions of Executive Continuity Awards
 

(a) Executive Continuity Awards may be made from time to time under
this Plan at the discretion of the Committee, in such amounts and upon such
terms and conditions as are established by the Committee under this portion of
the Plan, except that in no event shall any such award made after May 13, 2003,
extend beyond a term of ten years following the date of its grant under this
Plan.
 

(b) An Executive Continuity Award shall consist of a tandem grant of
restricted Shares together with a related non-qualified stock option (options to
be granted in accordance with the provisions of sections 13-14 of this Plan) to
purchase a specified number of Shares, in such amounts as may be determined by
the Committee. All dividends paid on the restricted Shares shall be reinvested
in additional shares of restricted Shares (subject to the same restrictions,
terms and conditions). Upon attainment of age 65, (or death or the executive's
becoming disabled) or such other age as is determined in the sole discretion of
the Committee, or upon a Change of Control of the Company (as limited under
subsection (h) below), the restrictions on the award will be removed, and the
award will vest in the following manner, except as otherwise determined by the
Committee:
 

(i) If the current realizable gain on a tandem stock option is
greater than the current market value of the related restricted Shares
(including re-invested dividends), then all such shares of restricted
Shares shall be canceled and the term of the stock option shall
continue for the term set forth in the award agreement.
 

(ii) If the current market value of the restricted Shares
(including re-invested dividends) is greater than the current
realizable gain on any related tandem stock option, then the option
shall be canceled and the restrictions shall be removed from all of the
related restricted Shares.
 

(c) If a stock option granted under this portion of the Plan is
exercised prior to the executive's attainment of an age determined by the
Committee, the related shares of restricted Shares shall be canceled, and the
additional Shares issued upon the exercise of the stock option shall be
restricted and subject to either forfeiture or repurchase by the Company at the
option exercise price for a period ranging up to 12 years from the date of the
grant of the option, or longer, as determined by the Committee and set forth in
the award agreement.
 

(d) A stock option granted under this portion of the Plan shall be
exercisable as provided in accordance with the document evidencing the option by
full payment of the option price in cash or, at the discretion of the Committee,
in Stock owned by the participant (including Performance Shares awarded under
this Plan). At the discretion of the Committee, the participant may receive a
replacement stock option to purchase a number of shares equal to the number of
shares purchased by the participant in exercising the option, with an exercise
price equal to the current market value, and with a term extending to the
expiration date of the original stock option. If an option is exercised by
delivery of restricted Shares, then the participant shall receive
an equal number of identically restricted Shares; the remaining option exercise
Shares shall be subject to the Company's right to impose restrictions on such
Shares as described in subsection (c) above.
 

(e) As a condition of any executive Continuity Award under this Plan,
each participant shall enter into an award agreement authorized by the
Committee. The Committee may, in its sole discretion, include additional
conditions and restrictions in the award agreement.
 

(f) At the discretion of the Committee, SARs may be awarded separately
or in combination with other awards or grants under this portion of the Plan.
 

(g) In the event a Change of Control of the Company occurs, all
restrictions shall be immediately removed with respect to the exercise of stock
options under this part of the Plan and with respect to Shares issued upon the
exercise of any stock option. A Change of Control, for these purposes, shall not
include a transaction initiated by management such as a management led buyout or
recapitalization except where such transaction (i) is in response to the
acquisition of 10% or more of the Company's stock or the announcement of a
tender offer for 20% or more of the Company's stock (other than by employee
benefit plans sponsored by the Company); or (ii) is approved by the Board in
accordance with the standards set forth in Section 717 of the New York Business
Corporation Law or any successor provision.
 

16. Terms and Conditions of Other Continuity Awards
 

(a) Awards of restricted stock hereinafter called "continuity awards"
may be made from time to time under the Plan at the discretion of the Committee
or its delegates, in such amounts and upon such terms and conditions as are
established by the Committee or its delegates under this portion of the Plan,
except that in connection with any such awards made after May 13, 2003, in no
event shall such award extend beyond a term of ten years following the date of
its grant under this Plan. All dividends paid on the restricted Shares shall be
reinvested in additional shares of restricted Shares (subject to the same
restrictions, terms and conditions.)
 

(b) As a condition of any such continuity award under this Plan, each
participant shall enter into an award agreement authorized by the Committee or
its delegates. The Committee or its delegates, in their sole discretion, may
include additional conditions or restrictions in the award agreement.
 

(c) In the event a Change of Control of the Company occurs, all
restrictions shall be immediately removed with respect to Shares issued as a
continuity award. A Change of Control, for these purposes, shall not include a
transaction initiated by management, such as a management led buyout or
recapitalization except where such transaction (i) is in response to the
acquisition of 10% or more of the Company's stock or the announcement of a
tender offer for 20% or more of the Company's stock (other than by employee
benefit plans sponsored by the Company); or (ii) is approved by the Board in
accordance with the standards set forth in Section 717 of the New York Business
Corporation Law or any successor provision.
MISCELLANEOUS
 

17. Prior Awards
 

Awards of stock options and Performance Shares made under the Plan
prior to the amendments approved by shareholders at the 1994 annual meeting
continued to be subject to the terms of the Plan and the instruments evidencing
such awards prior to such amendments becoming effective.
 

18. Tax Withholding
 

The Company shall have the right to deduct from any settlement of an
award made under the Plan, including the delivery or vesting of Shares, a
sufficient amount to cover withholding of any federal, state, local or foreign
jurisdiction taxes required by law, or to take such other action as may be
necessary to satisfy any such withholding obligations. The Committee may permit
or require Shares to be used to satisfy required tax withholding and such Shares
shall be valued at the fair market value as of the settlement date of the
applicable award.
 
 
This network is created and managed by Marcus Bryant & Tony Bellamy   with the sole intentions of exercising their  legal right to organize for the  purpose of collective bargaining. 
Your in-plant organizing committee is: Tony Bellamy,  Roger "3 O'clock" Clark,  Roy "Daddy" Cates,  Dennis "The Enforcer" Brannock,  James Davenport,  Greg Pelfrey,  Jim Rohr,  Shane Nolan,   Quentin Gay,  Tommy Wells,  Brian Hill,  Rodney Clem,  Hugh Reed, Emery "The Big E" Addison,  Derek Webb And Marcus Bryant.  

We serve notice to all that, under Section 7 of the National Labor Relations Act, we are participating in a Federally Protected Activity to organize the workforce of International Paper Lexington for the purpose of collective bargaining.   Any and all of the contents of this website is used, exclusively,  for that stated purpose. No other meaning should be assigned or implied to said content. By Federal Law, any misrepresentation or alteration of the original copyrighted material  contained in this website is forbidden.  

 

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Copyright 2002 International Paper Lexington Plant Union Homepage.

Last modified: August 12, 2007.