Exhibit 10.1


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

      (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

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

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

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

      1.5  Common Stock.  "Common  Stock" shall mean the common stock, par value
$.01 per share, of the Company.

      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  Florida  Corporation,  Buckeye  Limited  Corporation  and
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 Common Stock.  All Options are intended to be "incentive stock options"
under Section 422 of the Code to the extent that such  treatment is available in
the Optionee's individual circumstances.

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

      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  Incentive  and  Nonqualified  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 indicates.

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

      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 Common  Stock of the  Company.  The  aggregate  number of shares of
Common Stock which may be issued upon  exercise of Options  under the Plan shall
not exceed one million six hundred fifty thousand (1,650,000) 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

      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


                                   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 determined
by the  Committee at the time the Option is granted,  but in no event shall such
purchase price be less than one hundred  percent (100%) of the fair market value
of the shares of Common Stock of the Company on the date of grant.  "Fair market
value" for  purposes of the Plan shall be (a) the mean  between the high and low
sales  prices at which  shares of the Company were sold on the date of grant or,
if there  were no sales on that  day,  then on the last day prior to the date of
grant  during  which there were sales,  or (b) solely in the case of any Options
granted on the date of the initial  public  offering of the Common  Stock of the
Company, the price at which the Common Stock is sold to the public.

      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
Common  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 association.


      7.4 Application of Proceeds. The proceeds received by the Company from the
sale of its  shares of  Common  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 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: Shares Subject to Plan
Date: Dec. 23, 1996
State: Delaware

Other info:


  • Board of Directors of the Company
  • Compensation Committee of the Board
  • Buckeye Cellulose Corporation
  • Buckeye Florida Corporation
  • Buckeye Limited Corporation
  • Buckeye Cellulose S.A.. 1.7 Director
  • Time to Make Grants
  • Commencement of Exercisability
  • Manner of Exercise
  • Stock Option Committee
  • Securities and Exchange Commission
  • Powers of Committee
  • Stock Option Agreement


  • Delaware
  • Optionee


  • $ .01


  • Optionee


  • fifty percent
  • 50 %
  • one hundred percent 100 %