1995 MANAGEMENT STOCK OPTION PLAN OF
                                BUCKEYE CELLULOSE CORPORATION


                        1995 MANAGEMENT STOCK OPTION PLAN

        BUCKEYE CELLULOSE  CORPORATION,  a Delaware corporation (the "Company"),
hereby  adopts this  Management  Stock Option Plan for  management  employees of
Buckeye Cellulose Corporation and Subsidiaries. The purposes of this Plan are as

        (1) To further  the growth,  development  and  financial  success of the
Company by providing  additional  incentives to certain key management employees
of  the  Company  and  its   Subsidiaries   who  have  been  or  will  be  given
responsibility  for the management or administration  of the Company's  business
affairs,  by assisting them to become owners of capital stock of the Company and
thus to benefit directly from its growth, development and financial success.

        (2) To enable the Company to obtain and retain the  services of the type
of managerial  employees  considered  essential to the long range success of the
Company by  providing  and  offering  them an  opportunity  to become  owners of
capital stock of the Company under Options.

                                   ARTICLE I.

        1.1  General.  Whenever the  following  terms are used in this Plan they
shall have the meaning  specified below unless the context clearly  indicates to
the contrary.

        1.2  Board.  "Board" shall mean the Board of Directors of the Company.

        1.3  Class B  Stock.   "Class B Stock"  shall  mean the  Class B common
stock, par value $.01 per share, of the Company.

        1.4  Code.   "Code"  shall mean the Internal  Revenue Code of 1986,  as

        1.5  Committee.   "Committee"  shall mean the Compensation  Committee of
the Board, appointed as provided in Section 6.1.

        1.6  Company.  "Company" shall mean Buckeye  Cellulose  Corporation  and
those corporations,  if any, which are from time to time, its Subsidiaries,  and
shall also include Buckeye Cellulose S.A..

        1.7  Director.  "Director" shall mean a member of the Board.

        1.8  Employee.  "Employee"  shall  mean  any  employee  (as  defined  in
accordance  with the  regulations  and revenue  rulings  then  applicable  under
Section 3401(c) of the Code) of the Company or any of its  Subsidiaries  whether
such  employee  is so  employed  at the time this Plan is  adopted or becomes so
employed subsequent to the adoption of this Plan.

        1.9  Option.  "Option"  shall mean an option  granted  under the Plan to
purchase Class B Stock. All Options are intended to be "incentive stock options"
under  Section 422 of the Code except to the extent that such  treatment  is not
available in the Optionee's  individual  circumstances and except as provided in
Section 7.6.

        1.10 Option Price.   "Option Price" shall  have  the  meaning  given  in
Section 4.2.


        1.11 Optionee.  "Optionee" shall mean  an  Employee to whom an Option is
granted under the Plan.

        1.12  Plan.  "Plan" shall mean the 1995 Management Stock Option Plan for
Management Employees of the Company and Subsidiaries.

        1.13  Pronouns.  The  masculine  pronoun  shall include the feminine and
neuter  and the  singular  shall  include  the  plural,  where  the  context  so

        1.14  Stock Option Agreement.   "Stock Option Agreement"  shall  mean  a
Management  Stock  Option  Subscription  Agreement  between the Optionee and the

        1.15 Subsidiary. "Subsidiary" shall mean any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company if each
of the corporations, or if each group of commonly controlled corporations, other
than the last  corporation in an unbroken chain then owns stock possessing fifty
percent (50%) or more of the total  combined voted power of all classes of stock
in one of the other corporations in such chain.

                                   ARTICLE II.
                             SHARES SUBJECT TO PLAN

        2.1 Shares Subject to Plan. The shares of stock subject to Options shall
be shares of  Class  B  Stock of the Company.  The aggregate number of shares of
Class B Stock  which may be issued upon exercise of Options under the Plan shall
not exceed  sixty-four  thousand five hundred fifteen  (64,515)  shares, subject
to adjustment as provided in Section 4.6 hereof.

        2.2 Unexercised  Options.  If any Option expires or is cancelled without
having been fully exercised,  the number of shares subject to such Option but as
to which such Option was not exercised  prior to its expiration or  cancellation
may again be optioned hereunder, subject to the limitations of Section 2.1.

                                  ARTICLE III.
                               GRANTING OF OPTIONS

        3.1  Eligibility.   Any  management  Employee of the  Company  shall be
eligible to be granted Options. The determination by the Committee of the status
of an employee as a member of management shall be conclusive.

        3.2  Granting of Options.  The Committee shall from time to time, in its
absolute discretion:

               (i) determine  which  Employees are key management  Employees and
        select from such  Employees  (including  those to whom Options have been
        previously  granted under the Plan) such of them as in its opinion shall
        be granted Options; and

               (ii) determine the number of shares to be subject to such Options
        granted to such selected management Employees; and

               (iii)  determine  the  terms  and  conditions  of  such  Options,
        consistent with the Plan; and

               (iv)  establish  such  conditions as to the manner of exercise of
        such  Options as it may deem  necessary,  including  but not  limited to
        requiring Optionees to enter into agreements  regarding  transferability
        and other  restrictions with respect to shares issuable upon exercise of
        such Options.


        3.3  Expiration of Time to Make Grants.   No Option may be granted under
this  Plan  after the  expiration  of ten (10)  years  from the date the Plan is
adopted by the Board or the date the  stockholders  of the Company  approve this
Plan, if earlier.

                                   ARTICLE IV.
                                TERMS OF OPTIONS

        4.1  Option Agreement. Each Option shall be evidenced by a written Stock
Option  Agreement,  which shall be executed by the  Optionee  and an  authorized
officer of the Company, and which shall contain such terms and conditions as the
Committee shall determine, consistent with the Plan.

        4.2  Option  Price.  The  purchase  price under each Option shall be One
Hundred Thirty-Nine and 50/100 Dollars ($139.50) per share or, in the event that
the Class B Stock of the  Company (or any stock into which such stock is changed
or  exchanged  pursuant  to  Section  4.6) is traded  on a regular  basis on any
established stock exchange, the mean between the high and low sales price on the
date of grant  (but  only if such  mean  sales  price is less  than One  Hundred
Thirty-Nine and 50/100 Dollars ($139.50) per share).

        4.3   Commencement  of  Exercisability.  Subject  to the  provisions  of
Section  7.2,  Options  shall  become  exercisable  at  such  times  and in such
installments  (which may be  cumulative)  as the Committee  shall provide in the
terms of each individual Stock Option Agreement;  provided,  however,  that by a
resolution  adopted after an Option is granted the Committee  may, on such terms
and conditions as it may determine to be appropriate and subject to Section 7.2,
accelerate  the  time  at  which  such  Option  or any  portion  thereof  may be

        4.4  Expiration of Options.  No Option may be exercised to any extent by
anyone after, and every Option shall expire no later than, the expiration of ten
(10) years from the date the Option was granted.  Subject to the  provisions  of
this Section 4.4, the Committee  shall provide,  in the terms of each individual
Stock Option Agreement, when the Option expires and becomes unexercisable.

        4.5  No Right to Continue in Employment.  Nothing in this Plan or in any
Stock  Option  Agreement  hereunder  shall confer upon any Optionee any right to
continue  in the  employ or service of the  Company or shall  interfere  with or
restrict  in any way the  rights  of the  Company,  which are  hereby  expressly
reserved, to discharge any Optionee at any time for any reason whatsoever,  with
or without good cause.

        4.6  Adjustments in Outstanding  Options.  If the outstanding  shares of
Class B Stock  subject  to  Options  are,  from  time to time,  changed  into or
exchanged  for a  different  number or kind of shares of capital  stock or other
securities  of  the  Company,  or  of  another  corporation,   by  reason  of  a
reorganization, merger, consolidation, recapitalization, reclassification, stock
split-up,  stock  dividend,  combination  of shares or otherwise,  the Committee
shall make an appropriate  adjustment in the aggregate number and kind of shares
which may be issued  pursuant  to Section  2.1 hereof and the number and kind of
shares  as  to  which  all  outstanding   Options,   or  portions  thereof  then
unexercised,  shall be  exercisable.  Such  adjustment in an outstanding  Option
shall be made without change in the total price  applicable to the Option or the
unexercised  portion of the Option (except for any change in the aggregate price
resulting  from  rounding-off  of  share  quantities  or  prices)  and  with any
necessary  corresponding  adjustment  in Option Price per share.  No  fractional
shares shall be issued,  and any fractional  shares resulting from  computations
pursuant to this Section 4.6 shall be eliminated  from the  respective  Options.
Any such  adjustment  made by the Committee  shall be final and binding upon all
Optionees, the Company and all other interested persons.


                                   ARTICLE V.
                               EXERCISE OF OPTIONS

        5.1  Persons Eligible to Exercise.  During the lifetime of the Optionee,
only the  Optionee or the  Optionee's  guardian or  conservator  may exercise an
Option granted to such Optionee, or any portion thereof.  After the death of the
Optionee,  any exercisable portion of an Option may, prior to the time when such
portion becomes  unexercisable  under the terms of Section 4.4 or the Optionee's
Stock Option Agreement,  be exercised by the Optionee's personal  representative
or by any person empowered to do so under the deceased  Optionee's will or under
the then applicable laws of descent and distribution.

        5.2 Partial Exercise. At any time prior to the time when any exercisable
Option or exercisable portion thereof expires or becomes unexercisable under the
terms of Section 4.4 or the Optionee's  Stock Option  Agreement,  such Option or
portion thereof may be exercised in whole or in part;  provided,  however,  that
the Company shall not be required to issue fractional shares.

        5.3  Manner of  Exercise.  An  exercisable  Option,  or any  exercisable
portion  thereof,  may be exercised  solely by delivery to the  Secretary of the
Company or his office of all of the following prior to the time when such Option
or such  portion  becomes  unexercisable  under the terms of Section  4.4 or the
Optionee's Stock Option Agreement:

               (i) Notice in writing signed by the Optionee or other person then
        entitled to exercise such Option or portion  thereof,  stating that such
        Option or portion thereof is exercised; and

               (ii) Full  payment of the Option Price (which shall be payable in
        cash, by certified  check or a combination  thereof) for the shares with
        respect to which such  Option or portion  thereof is thereby  exercised,
        together with payment or  arrangement  for payment of federal  income or
        other tax, if any,  required to be withheld by the Company  with respect
        to such shares; and

               (iii) In the event that the Option or  portion  thereof  shall be
        exercised  pursuant to Section  5.1 by any person or persons  other than
        the Optionee,  appropriate  proof of the right of such person or persons
        to exercise the Option or portion thereof; and

               (iv) Such  representations  and documents as the Committee  deems
        reasonably   necessary  or  advisable  to  effect  compliance  with  all
        applicable provisions of the Securities Act of 1933, as amended, and any
        other federal,  state or foreign  securities  laws or  regulations.  The
        Committee may, in its absolute discretion, also take whatever additional
        actions  it deems  appropriate  to effect  such  compliance,  including,
        without  limitation,  placing legends on share  certificates and issuing
        stock-transfer orders to transfer agents and registrars.

        5.4 Rights as  Stockholders.  The  holders of Options  shall not be, nor
have any of the rights or privileges of,  stockholders of the Company in respect
of any shares purchasable upon the exercise of any part of an Option, unless and
until  certificates  representing such shares have been issued by the Company to
such  holders.  No  adjustment  shall be made for cash  dividends  for which the
record date is prior to the date such stock certificate is issued.


                                   ARTICLE VI.

        6.1  Stock Option  Committee.  The  Committee  shall consist of at least
three (3)  Directors.  Appointment  of  Committee  members by the Board shall be
effective upon  acceptance of appointment,  and Committee  members may resign at
any time by delivering  written notice to the Board.  Vacancies in the Committee
shall be filled by the Board.  Committee members shall be appointed by and shall
serve at the  pleasure of the Board,  and the Board may from time to time remove
members from, or add members to, the Committee and shall fill any vacancy on the
Committee.  If the Company  registers any of its equity securities under Section
12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), no person shall be eligible to serve on the Committee  unless such person
is then a "disinterested  person" within the meaning of paragraph (d)(3) of Rule
16b-3 which has been adopted by the Securities and Exchange Commission under the
Exchange Act, as such Rule or its equivalent is then in effect.

        6.2   Duties  and  Powers  of  Committee.  It  shall  be the duty of the
Committee to conduct the general  administration  of the Plan in accordance with
its provisions. The Committee shall have the power to interpret the Plan and the
Options  and to adopt such  rules for the  administration,  interpretation,  and
application  of the Plan as are consistent  herewith and to interpret,  amend or
revoke any such rules.  Any such  interpretation  and rules shall be  consistent
with the basic  purpose  of the Plan to grant  Options.  The Board  may,  in its
absolute  discretion,  at any time and from time to time,  exercise  any and all
rights and duties of the Committee under the Plan.

        6.3  Majority Rule. The Committee shall act by a majority of its members
in office  and the  Committee  may act either by vote at a  telephonic  or other
meeting or by a memorandum or other written  instrument  signed by a majority of
the  Committee.  The Secretary of the Company shall keep minutes of all meetings
of the  Committee.  The  Committee  shall make such rules of  procedure  for the
conduct of its business as it shall deem advisable.

        6.4  Compensation;  Professional Assistance; Good Faith Actions. Members
of the Committee shall not receive  compensation  for their services as members,
but  all  expenses  and   liabilities   they  incur  in   connection   with  the
administration  of the Plan shall be borne by the  Company.  The  Committee  may
employ  attorneys,  consultants,   accountants,  appraisers,  brokers  or  other
persons.  The  Committee,  the Company and the  officers  and  Directors  of the
Company shall be entitled to rely upon the advice, opinions or valuations of any
such  persons.  No member of the Committee  shall be  personally  liable for any
action,  determination or interpretation  made in good faith with respect to the
Plan or the Options,  and all members of the Committee  shall be fully protected
by the Company in respect to any such action, determination or interpretation.

                                  ARTICLE VII.
                            MISCELLANEOUS PROVISIONS

        7.1  Options Not  Transferable.   No Option or interest or right therein
shall be subject to disposition by transfer, alienation,  anticipation,  pledge,
encumbrance,  assignment  or  any  other  means,  whether  such  disposition  be
voluntary  or  involuntary  or  by  operation  of  law  or  by  judgment,  levy,
attachment,  garnishment or any other legal or equitable  proceeding  (including
bankruptcy), and any attempted disposition thereof shall be null and void and of
no effect;  provided,  however,  that nothing in this Section 7.1 shall  prevent
transfers by will or by the applicable  laws of descent and  distribution to the
extent contemplated hereby.

        7.2  Amendment,  Suspension or Termination of the Plan.  The Plan may be
wholly or partially  amended or otherwise  modified,  suspended or terminated at
any time or from time to time by the Board.  However,  without  approval  of the
Company's  stockholders  given  within  twelve (12)  months  before or after the
action by the Board or the  Committee,  no action of the  Committee or the Board


may increase any  limit imposed in Section 2.1 on  the maximum  number of shares
which may be issued upon  exercise of Options,  reduce the minimum  option price
requirements  in Section  4.2 or extend the limit  imposed in Section 3.4 on the
period during which Options may be granted.  Neither the  amendment,  suspension
nor  termination  of the Plan  shall,  without  the consent of the holder of the
Option,  alter or impair any rights or obligations under any Option  theretofore
granted.  No Option may be granted  during  any period of  suspension  nor after
termination of the Plan.

        7.3   Effect of Plan Upon Other Options and  Compensation  Plans.    The
adoption of the Plan shall not affect any other  compensation or incentive plans
in effect for the Company.  Nothing in this Plan shall be construed to limit the
right  of the  Company  (a) to  establish  any  other  forms  of  incentives  or
compensation  for  Employees of the Company;  or (b) to grant or assume  options
otherwise than under the Plan in connection with any proper  corporate  purpose,
including,  but not by way of limitation,  the grant or assumption of options in
connection with the acquisition by purchase,  lease,  merger,  consolidation  or
otherwise,  of the  business,  stock  or  assets  of any  corporation,  firm  or

        7.4  Application of Proceeds.  The proceeds received by the Company from
the sale of its shares of Class B Stock  under the Plan will be used for general
corporate purposes.

        7.5  Titles.   Titles are provided for  convenience  only and are not to
serve as a basis for interpretation or construction of the Plan.

        7.6  Interpretation.   The Options  granted under this Plan are intended
to be "incentive stock options" as defined by Section 422 of the Code insofar as
possible,  and the provisions of this Plan and all Stock Option Agreements shall
be construed in accordance with that intention. If any provision of this Plan or
any  Stock  Option  Agreement  shall be  inconsistent  or in  conflict  with any
applicable  requirement  for an incentive  stock option,  then such  requirement
shall be deemed to  override  and  supersede  the  inconsistent  or  conflicting
provision;  provided,  however,  the  foregoing  provision  shall  not limit the
Company from  establishing  the Option Price in  accordance  with Section 4.2 or
from  granting to any Optionee  Options  which are in excess of the amount which
may be treated as incentive stock options,  and any Options so granted in excess
of  the  limitations  in  Section  422(d)  of  the  Code  shall  be  treated  as
nonqualified  stock options;  provided further,  however,  if the normal date of
exercise of the Option is accelerated  because of a sale of the Company or other
similar event as provided in any Stock Option Agreement, such acceleration shall
nevertheless  occur  even if it shall  cause  all or a part of the  Option to no
longer be an incentive  stock  option.  Any required  provision for an incentive
stock option that is omitted from this Plan or the Stock Option  Agreement shall
be incorporated herein by reference and shall apply retroactively, if necessary,
and shall be deemed a part of this Plan and any Stock Option  Agreement  entered
into under this Plan to the same extent as though  expressly  set forth  herein.
The  Committee  may amend  this  Plan or amend  the  terms of any  Stock  Option
Agreement  in any manner that may be  required in order for the Options  granted
under this Plan to comply with the applicable  requirements  for incentive stock
options, and, if necessary, any such amendments shall apply retroactively to the
adoption of this Plan.

        7.7  Effective Date.  This Plan shall become effective as of the date of
its adoption by the Board; provided, however, that the Plan shall be approved by
the vote of the holders of a majority of the outstanding shares of the Company's
Common Stock within  twelve (12) months before or after the adoption of the Plan
by the Board.



Basic Info X:

Type: Stock Option Plan
Date: Dec. 23, 1996
State: Delaware

Other info:


  • Board of Directors of the Company
  • Compensation Committee of the Board
  • Buckeye Cellulose Corporation
  • Buckeye Cellulose S.A.. 1.7 Director
  • Management Stock Option Subscription Agreement
  • Commencement of Exercisability
  • Manner of Exercise
  • Stock Option Committee
  • Securities and Exchange Commission
  • Powers of Committee
  • Stock Option Agreement


  • Delaware
  • Optionee


  • $ .01
  • $ 139.50


  • Optionee


  • fifty percent
  • 50 %