View:
INFORMATION AS REQUIRED BY
REGULATION SECTION 240.16b-3(b)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Relating to Vote on Proposed Stock Option Plan at
Annual Meeting of Shareholders
Greif Bros. Corporation
Wilmington, Delaware
10:00 AM, February 27, 1995
To: Class B Common Stockholders
of Greif Bros. Corporation
Dear Stockholder:
Introduction
You have already been sent the Notice of the Annual Meeting of
Stockholders of Greif Bros. Corporation ("the Company"). This meeting will be
held at 10:00 AM on Monday, February 27, 1995, at 1209 Orange Street,
Wilmington, Delaware. The principal executive offices of the Corporation are
at 621 Pennsylvania Avenue, Delaware, Ohio 43015.
That notice informed you of the intention of putting to the vote
of the Class B Common shareholders, a resolution authorizing the Board of
Directors to create an Incentive Stock Option Plan for key personnel of the
Company and its subsidiaries. This vote is required by the Internal Revenue
Code in order the achieve the tax benefits under Section 422 of the Code.
The term "Incentive Stock Option", as used in this statement, is the name by
which the Internal Revenue Code refers to stock options which enjoy these tax
benefits.
There are outstanding 6,652,174 shares of the Company's Class B
Common Stock, the only stock entitled to vote. February 6, 1995 is the record
date for those shareholders entitled to vote. An affirmative vote requires a
majority of those present at the meeting, either in person or by proxy.
This information is being sent to you by management prior to the
Annual Meeting to give you additional information relating to the stock option
plan. This information is expected to be mailed to the Class B shareholders
beginning February 17, 1995.
This is not a proxy statement. No proxies are being solicited
for any votes at this Annual Meeting.
Summary of Essential Elements of the
Plan to be Voted Upon
Purpose of the Plan
The Incentive Stock Option Plan to be voted upon is designed to
encourage and motivate key employees of the Company by enabling them to
purchase equity ownership in the Company and to enjoy appreciation in stock
value between the time the option is granted and the time ownership of the
stock is achieved by the exercise of the option.
Approval of the Plan
If the option plan is approved by the shareholders, then the Board
of Directors will be authorized to adopt the plan, with only such changes from
that approved by the shareholders which do not materially change the substance
of the plan. The Directors, under the provisions of the Internal Revenue Code
governing Incentive Stock Options, have twelve months after a positive
shareholder vote to approve and adopt the plan.
Summary of Plan Provisions
The plan provides:
(a) That the Class A Common Stock of the Company will be used to grant
stock options to key employees of the Company and its subsidiaries.
The most recent closing price of the Class A Common Stock on the
Chicago Exchange is $51-3/8, as of February 16, 1995.
The plan involves using up to 1,000,000 shares of the Class A
Common Stock, as constituted after the 2-for-1 stock split planned
for approval at a special shareholders' meeting later on the same
day as the annual meeting, at 4:00 P.M. on February 27, 1995.
The shares required for issuance under the plan are now held in the
Company's treasury. It is planned that they will be registered by
the Company under the Securities and Exchange Act of 1934 before
the issuance of any of these shares is required.
(b) The option plan will become effective after adoption by the Board
of Directors, following approval by majority vote at the Annual
Meeting of Shareholders of the Company on February 27, 1995.
(c) Options may be granted during 10 years after the effective date of
the plan. Each option may not be exercised within two years after
it is granted. Otherwise, the option remains in effect for ten
years after it is granted, so long as the employee remains employed
by the Company.
(d) The option is not transferable except by will or intestate
succession after the employee's death.
(e) When the option is exercised, the purchase price of the optioned
stock will be the market value of the Class A Stock at the time the
option was initially granted. The price will be payable to the
Company in cash or by transferring to the Company Class A Stock
already owned by the employee.
(f) The plan will be administered by a Committee of at least two
disinterested directors of the company, who shall decide from time
to time which key employees shall get options and for how many
Class A Shares.
(g) The Committee shall formulate the type of option contract that the
employee shall sign when granted an option, and shall administer
the plan under rules and regulations established by the Committee.
(h) The plan can be terminated or amended but cannot be changed to
reduce the basic rights under the plan unless such change is again
approved by the shareholders entitled to vote.
Potential Participants in the Option Plan
It is not possible presently to determine to whom options may be
granted and in what amounts of stock. Nor is it possible to determine these
things as if the plan had been in effect in the past fiscal year. Based upon
a very rough estimate, it is possible that up to 100 key people will be
involved.
Tax Consequences
Under the contemplated operation of the plan, there are tax
advantages to the employee. The employee realizes no taxable income when the
option is granted. The employee realizes no taxable income when the option is
exercised and the stock purchased. Only when the stock is sold is any gain
over the option price recognized for tax purposes. The gain is taxed at
capital gains rates, not as ordinary income.
The process has no tax effect to the Company and the Company gets
no tax deduction. The Company receives no consideration for the issuance of
the stock options, except the incentive created under the plan and the
retention of future services as a result of the granting of options.
Registration of Shares
The shares required for issuance are now held in the Company's
treasury. It is planned that they will be registered by the Company under the
Securities and Exchange Act of 1934 before the plan requires any issuance of
shares.
Non-Statutory Stock Options
The plan also contemplates the granting of options which do not
enjoy the tax advantages of the Incentive Stock Options provided for in
Section 422 of the Internal Revenue Code. Such non-statutory stock options
can be granted to key persons who are not employees and, therefore, are not
eligible for Incentive Stock Options. In addition, under some circumstances
Incentive Stock Options may not fully serve their desired purpose.
Accordingly, non-statutory stock options may also be granted to persons
eligible for Incentive Stock Options.
Decisions relating to non-statutory stock options are the
responsibility of the Board of Directors and need no shareholder vote. Non-
statutory stock options can be tailored to suit individual situations and
frequently are. Therefore, the plan does not provide in detail the provisions
and conditions of individual non-statutory options.
As a consequence all the foregoing discussion mainly concerns the
tax-favored Incentive Stock Options.
Voting Securities and Principal Holders Thereof
Holders of More than 5% of the Outstanding
Class B Common Shares of the Corporation
Following is a tabulation of the holders, known to the
Corporation, of 5% or more of the outstanding Class B Common Shares, either of
record or beneficially.
Title of Amount Beneficially Percent of Class
Class of Stock Name and Address Owned Outstanding
Class "B" Naomi C. Dempsey 3,021,618 45.4%
782 W. Orange Road
Delaware, Ohio
Class "B" John C. Dempsey 1,071,520* 16.1%
621 Pennsylvania Avenue
Delaware, Ohio
Class "B" Macauley & Company 1,200,000 18.0%
161 Cherry Street
New Canaan, Connecticut
*831,520 or 12.5% of these shares are held by Naomi C. Dempsey as successor
trustee in
the Naomi A. Coyle Trust.
The following ownership of Class B Common Shares existed as of February 6,
1995 for each director and highest paid officers:
Title of Amount Beneficially Percent of Class
Class of Stock Name Owned Outstanding
Class "B" Charles R. Chandler 2,000 0.03%
Class "B" Paul H. DeCoster 0 0%
Class "B" Michael J. Gasser 5,899 0.09%
Class "B" Allan Hull 74,800 1.12%
Class "B" Robert C. Macauley 1,200,000** 18.04%
Class "B" J Maurice Struchen 1,000 0.02%
Class "B" John P. Berg 0 0%
Class "B" Ralph A. Kelley 500 0.01%
** Held as General Partner of Macauley & Company. Mr. Macauley has a 50%
interest in the partnership.
The following ownership of each class of equity securities
existed as of February 6, 1995 for all officers and directors:
Title of Amount Beneficially Percent of Class
Class of Stock Owned Outstanding
Class "B" 1,350,785 20.30%
Delaware Law Provides No Appraisal
Rights for Dissenting Shareholders
Shareholders dissenting from the adoption of the proposed
amendment have no appraisal rights under the statutes of Delaware.
Change of Control During Company's Last
Complete Fiscal Year
During the Company's last fiscal year ended October 31, 1994, the
control of the Company changed from John C. Dempsey to Naomi C. Dempsey due to
the circumstances described below. On June 10, 1994 a current report on Form
8-K relating to this change was mailed to the Securities and Exchange
Commission and to all shareholders of record.
Until approximately June, 1994, Mr. Dempsey had exercised complete
voting control of the Company, primarily through voting trusts from many
stockholders holding beneficial ownership of the Company's Class B Common
Stock, as well as shares held by him as trustee under a trust established in
1944 by Naomi A. Coyle. The percentage of voting securities beneficially
owned by Naomi C. Dempsey is stated elsewhere in this document.
As a result of a progressive illness, Mr. Dempsey became unable to
continue to act in a trustee capacity and, as a consequence, voting control of
the Company passed to Naomi C. Dempsey, 782 W. Orange Road, Delaware, Ohio
43015, the beneficial owner of 3,021,618 shares of the Class B Common Stock,
and successor trustee to Mr. Dempsey of the 831,520 Class B Shares held in the
Naomi A. Coyle Trust.
There are presently 6,652,174 Class B Common Shares outstanding.
The Class B Common Shares are normally the only shares entitled to vote.
Compensation of Directors and Executive Officers
Executive Compensation
Deferred All
Name and Position Year Salary Bonus Compensation Other
Michael J. Gasser 1994 $143,166 $99,999
Chairman
Chief Executive Officer 1993 $110,040 $35,000
1992 $102,304 $30,000
John C. Dempsey 1994 $155,964 $56,996
Chairman Emeritus
1993 $155,964 $92,176
1992 $155,964 $90,369
Robert C. Macauley 1994 $356,750 $90,172 $40,593 $445,410
Director
Chief Executive Officer of 1993 $353,550 $104,782 $33,990 $146,520
Virginia Fibre Corporation
1992 $341,151 $73,612 $34,932 $499,500
Charles R. Chandler 1994 $414,421 $94,952 $218,411 $52,794
Director
President of 1993 $423,308 $126,013 $201,670 $21,294
Virginia Fibre Corporation
1992 $408,519 $83,160 $168,253 $23,310
John P. Berg 1994 $140,004 $93,844
President
1993 $132,766 $88,532
1992 $125,892 $86,796
Ralph A. Kelley 1994 $107,760 $32,436
Vice President
1993 $103,116 $30,600
1992 $97,740 $30,000
Elmer A. Reitz 1994 $64,000*** $76,570***
Executive Vice President
1993 $96,000 $86,683
1992 $103,101 $84,983
***Mr. Reitz passed away in August, 1994.
Executive Compensation (continued)
For many years, the Board of Directors has voted bonuses to
employees, acting within its complete discretion, based upon the progress of
the Company, and upon the contributions of the particular employees to that
progress, and upon individual merit, which determines, in the action of the
Board, the bonus a specific employee may receive, if any.
Mr. Robert C. Macauley, Chairman and Chief Executive Officer of
Virginia Fibre Corporation, on August 1, 1986, entered into an employment
agreement with Virginia Fibre Corporation, principally providing for (a) the
employment of Mr. Macauley as Chairman and
Chief Executive Officer for a term of 10 years, (b) the agreement of Mr.
Macauley to devote his time, attention, skill and effort to the performance of
his duties as an officer and employee of Virginia Fibre Corporation, and (c)
the fixing of minimum basic salary during such period of
employment at $175,000 per year. During the 1992 fiscal year, the employment
contract with Mr. Macauley was amended to increase the original term to 18
years and to increase the minimum basic salary during the remainder of the
employment period to $275,000 per year.
Mr. Charles R. Chandler, President and Chief Operating Officer of
Virginia Fibre Corporation, on August 1, 1986, entered into an employment
agreement with Virginia Fibre Corporation, principally providing for (a) the
employment of Mr. Chandler as President and Chief Operating Officer for a term
of 15 years, (b) the agreement of Mr. Chandler to devote all of his time,
attention, skill and effort to the performance of his duties as an officer and
employee of Virginia Fibre Corporation, and (c) the fixing of minimum basic
salary during such period of employment at $150,000 per year. During the 1988
fiscal year the employment contract of Mr. Chandler was amended to increase
the minimum basic salary during the
remainder of the employment period to $275,000 per year. During the 1992
fiscal year, the employment contract with Mr. Chandler was amended to give Mr.
Chandler the right to extend his employment beyond the original term for up to
5 additional years.
Effective during fiscal 1993, no Directors' fees are paid to
Directors who are full-time employees of the Company or its subsidiary
companies. Directors who are not employees of the Company receive $19,200 per
year plus $500 for each audit and compensation meeting that they attend.
Supplemental to the pension benefits, Virginia Fibre Corporation has
deferred compensation contracts with Robert C. Macauley and Charles R.
Chandler. These contracts are designed to supplement the Company's defined
benefit pension plan only if the executive
retires under such pension plan at or after age 65, or if the executive
becomes permanently Executive Compensation (continued)
disabled before attaining age 65. No benefit is paid to the executive under
this contract if death preceeds retirement. The deferred compensation is
payable to the executive or his spouse for a total period of 15 years.
Under the above Deferred Compensation Contracts, the annual amounts
payable to the executive or his surviving spouse are diminished by the amounts
receivable under the Virginia Fibre Corporation's defined benefit pension
plan. Mr. Macauley's estimated accrued benefit from the Deferred Compensation
Contract is $78,608 per year for 10 years and $52,405 per year for an
additional 5 years. Mr. Chandler's estimated accrued benefit from the
Deferred Compensation Contract is $184,061 per year for 10 years and $122,707
per year for an additional 5 years.
The dollar amount in the all other category is the compensation
attributable to the 1991 Virginia Fibre Corporation stock option plan to
certain key Virginia Fibre Corporation employees. This amount is the
difference between the option price and the value attributable to the stock
based upon the performance of Virginia Fibre Corporation.
In 1991, the shareholders of Virginia Fibre Corporation approved
non-incentive (as defined in the Internal Revenue Code) stock options to Mr.
Robert C. Macauley to purchase up to 135,000 shares of common stock of
Virginia Fibre Corporation at a price of $31.26 per share. The options are
exercisable for a period of 15 years from the date of the option.
In addition to the above, Mr. Macauley and Mr. Charles R. Chandler
were issued incentive stock options to purchase shares of Virginia Fibre
Corporation stock. Mr. Macauley has the option to purchase up to 15,000
shares of Virginia Fibre Corporation stock at an option price, $35.00, which
is not less than 110% of the fair market value of such stock at the time the
option is granted.
Mr. Chandler has the option to purchase up to 22,050 shares of
Virginia Fibre Corporation stock at a price of $31.26 per share.
No options were exercised during 1994, 1993 or 1992 by Mr. Macauley
or Mr. Chandler.
Executive Compensation (continued)
DEFINED BENEFIT PENSION TABLE
Annual Benefit for Years of Service
Remuneration 15 20 25 30
$160,000 $27,640 $36,853 $46,067 $55,280
$150,000 $25,890 $34,520 $43,150 $51,780
$140,000 $24,140 $32,187 $40,233 $48,280
$130,000 $22,390 $29,843 $37,317 $44,780
Name of individual Remuneration used Estimated
or number of Credited Years for Calculation of annual benefits
persons in group of service Annual Benefit under retirement plan
Michael J. Gasser 15 $77,944 $11,142
John C. Dempsey 45 $151,549 $37,879
John P. Berg 37 $116,285 $36,358
Ralph A. Kelley 54 $89,497 $30,604
Elmer A. Reitz 50 $107,614 $36,945
Charles R. Chandler 22 $219,224 $48,229
Robert C. Macauley 22 $219,224 $48,229
The registrant's pension plan is a defined benefit pension plan with
benefits based upon the average of the ten consecutive highest-paying years of
salary compensation (excluding bonuses) and upon years of credited service up
to 30 years.
The annual retirement benefits under the defined benefit pension
plan of the registrant's subsidiary, Virginia Fibre Corporation, are
calculated at 1% per year based upon the average of the five highest out of
the last ten years of salary compensation.
None of the pension benefits described in this item are subject to
offset because of the receipt of Social Security benefits or otherwise.
Executive Compensation (continued)
The annual compensation for Mr. Macauley and Mr. Chandler is reviewed
annually by the compensation committee of the Board of Directors of Virginia
Fibre Corporation, made up of primarily outside members of that Board and is
based primarily on the performance of Virginia Fibre Corporation.
The annual compensation for Michael J. Gasser, Chairman of the Board
and Chief Executive Officer of the Registrant, is reviewed annually by the
Compensation Committee of the Board of Directors. Mr. Gasser's salary is
based primarily on the performance of Greif Bros. Corporation.
The Compensation Committee, made up primarily of outside directors,
reviews the total compensation paid to Mr. Gasser and other executive
officers.
Members of the Compensation Committee are:
Paul H. DeCoster
Robert C. Macauley
J Maurice Struchen
Executive Compensation (continued)
The following graph compares the Registrant's stock performance to
that of the Standard and Poor's 500 Index and its industry group (Peer Index).
This graph, in the opinion of management, would not be free from the claim
that it fails to fully and accurately represent the true value of the Company.
STOCK PERFORMANCE CHART
YEAR GBC STOCK S&P 500 INDEX PEER INDEX
1989 100 100 100
1990 67 89 69
1991 83 115 118
1992 86 123 120
1993 94 137 102
1994 105 139 126
The Peer Index is comprised of the paper containers index and paper and forest
products index as shown in the Standard & Poor's Statistical Services Guide.
John P. Conroy
Secretary
February 17, 1995
INCENTIVE STOCK OPTION PLAN
GREIF BROS. CORPORATION
1. PURPOSE
This Incentive Stock Option Plan ("the Plan") is intended as an
incentive and to encourage stock ownership by certain key employees of Greif
Bros. Corporation ("the Company") and its subsidiaries by the granting of
stock options as provided herein. It is intended that certain options issued
pursuant to the Plan will constitute incentive stock options within the
meaning of Section 422 of the Internal Revenue Code ("the Incentive Stock
Options"), and the remainder of the options issued pursuant to the Plan will
constitute non-statutory options. The Committee referred to in Section 2
shall determine which options are to be Incentive Stock Options and which are
to be non-statutory options and shall enter into option agreements with the
recipients accordingly.
In this Plan where there is no contrary indication, the provisions of
the Plan apply to Incentive Stock Options and non-statutory stock options.
2. ADMINISTRATION
(a) The Plan shall be administered by a Committee of two or more
disinterested members of the Board of Directors appointed by the Board of
Directors ("the Committee"). The Board of Directors may remove from, add
members to, or fill vacancies in the Committee.
(b) The Committee is authorized, subject to the provisions of the Plan,
to establish such rules and regulations as it may deem appropriate for the
conduct of meetings and proper administration of the Plan, and to make such
determinations under, and such interpretations of, and to take such steps in
connection with, the Plan or the options granted thereunder as it may deem
necessary or advisable.
(c) No person shall be a member of the Committee, who is, or at any
time during the preceding one-year period was, eligible for selection as a
person to whom stock may be allocated or to whom stock options may be granted
pursuant to the Plan or any other Plan of the Company which would entitle him
to acquire stock or stock options of the Company or its subsidiaries.
3. ELIGIBILITY
Incentive Stock Options may be granted in such amounts of shares and to
such key employees of the Company or its subsidiaries as the Committee shall
select from time to time. No director who is not an officer or other employee
of the Company or its subsidiaries shall be eligible to receive Incentive Stock
Options under the Plan. Any individual may hold more than one option.
4. STOCK
The stock to be subject to options under the Plan shall be shares of the
Company's Class A Common Stock held as treasury shares. The aggregate number
of shares of stock for which options may be granted under the Plan shall not
exceed 1,000,000 shares (as constituted after the two-for-one stock split to
be voted on at the special shareholders' meeting, February 27, 1995), subject
to adjustment in accordance with the terms of Section 10 hereof. The shares
subject to the unexercised portion of any terminated or expired options under
the Plan may again be subjected to options under the Plan.
5. TERMS AND CONDITIONS OF OPTIONS
All options granted by the Committee pursuant to the Plan shall be
considered authorized by the Board of Directors and shall be evidenced by
stock option agreements in writing ("stock option agreements") in such form
and containing such terms and conditions as the Committee shall prescribe from
time to time in accordance with the Plan, in accordance Section 422 of the
Revenue Code of 1986, as amended, with respect to Incentive Stock Options, and
Regulation 16b-3 under the Securities and Exchange Act of 1934, as amended.
An Incentive Stock Option shall not be transferable by the optionee otherwise
than by will or the laws of descent and distribution, and shall be exercisable
during his lifetime only by him.
6. PRICE
The option price per share of each option granted under the Plan shall
be not less than 100% of the fair market value, as determined by the
Committee, of a share of stock on the date of grant of such option. An option
shall be considered granted on the date the Committee acts to grant the option
or such later date as the Committee shall specify.
7. OPTION PERIOD
Each stock option agreement shall set forth the period for which such
option is granted, which with respect to Incentive Stock Options, shall not
exceed ten years from the date such option is granted ("the option period").
8. 10-PERCENT SHAREHOLDER
Notwithstanding Sections 6 and 7 hereof, in the case of an individual
who, at the time an Incentive Stock Option is granted, owns stock possessing
more than ten percent (10%) of the total combined voting power of all classes
of stock of the Company (or subsidiary of the Company), the option price shall
not be less than 110 percent of the fair market value of the stock subject to
the option at the time the option is granted, as determined in good faith by
the Committee, and the option shall not be exercisable after the expiration of
five years from the date it is granted.
9. MAXIMUM PER OPTIONEE
With respect to Incentive Stock Options, the aggregate fair market
value, as determined by the Committee, of the stock for which an optionee may
be granted Incentive Stock Options under the Plan and any other plans of the
Company or its subsidiaries exercisable for the first time during any calendar
year shall not exceed $100,000 plus any "unused limit carryover", within the
meaning of Section 422(c)(4) of the Internal Revenue Code, to such year.
10. ADJUSTMENT IN THE EVENT OF CHANGE OF STOCK
In the event of any change in the outstanding stock by reason of stock
dividends, recapitalizations, reorganizations, mergers, consolidations, split-
ups, combinations or exchanges of shares and the like, the number and kind of
shares which thereafter may be optioned and sold under the Plan, the number
and kind of shares under option in outstanding stock option agreements and the
purchase price per share thereof shall be appropriately adjusted consistent
with such change. The determination of the Committee as to any adjustment
shall be final and conclusive.
11. EXERCISE OF OPTIONS
Each option may be exercised at any time during its option period, but
not earlier than two years from the date of the grant, subject to the
restrictions in this section and in the stock option agreement under which it
is issued. Notwithstanding any other provision of the Plan, no Incentive
Stock Option shall be exercisable while there is outstanding any other
Incentive Stock Option which was previously granted to the optionee to
purchase shares of the Company or of any other corporation which, on the date
of grant of the option, was a parent or subsidiary of the Company, or of any
predecessor of such parent or subsidiary.
12. PAYMENT FOR OPTIONS
Within five business days following the date of exercise, the optionee
shall make full payment of the option price (i) in cash; (ii) with the consent
of the Committee, by tendering previously acquired shares of stock (valued at
their fair market value, as determined by the Committee, as of the date of
exercise) or (iii) with the consent of the Committee, or any combination of
(i) and (ii).
13. AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN
The Board of Directors may amend, modify or terminate the Plan, at any
time; provided, however, that no such action of the Board of Directors,
without approval of the shareholders may (a) increase the total number of
shares of stock for which options may be granted under the Plan, except as
contemplated in Section 10, (b) permit the granting of Incentive Stock Options
to anyone other than a key employee of the Company or its subsidiaries, (c)
decrease the minimum option price with respect to Incentive Stock Options, (d)
increase the maximum option periods with respect to Incentive Stock Options,
(e) increase, with respect to Incentive Stock Options, the maximum per
optionee set in Section 9, (f) withdraw the administration of the Plan from
the Committee, or (g) permit any person while a member of the Committee to be
eligible to receive or hold an option under the Plan. In addition, in its
initial adoption of the Plan following an approval by the voting of
shareholders of the Company, the Board of Directors may amend the terms of the
Plan in any way with respect to Incentive Stock Options which does not violate
the prohibitions in the preceding sentence or which does not effect a
substantive change in the Plan with respect to Incentive Stock Options. No
amendment, modification or termination of the Plan shall in any manner affect
any option theretofore granted to an optionee under the Plan without the
consent of the optionee or the transferee of such option.
14. TERM OF THE PLAN
The Incentive Stock Option Plan shall become effective on the date of
its adoption by the Board of Directors following the approval of the Plan by
the holders of a majority of the shares of stock of the Company entitled to
vote at the annual meeting of shareholders on February 27, 1995. The Plan
shall terminate ten years, less one day, from the effective date of the Plan,
or on such earlier date as may be determined by the Board of Directors.
Termination of the Plan, however, shall not affect the rights of options under
options therefore granted to them, and all unexpired options shall continue in
force and operation after termination of the Plan except as they may lapse or
be terminated by their own terms and conditions.
15. NON-STATUTORY OPTIONS
Included in the Plan are potential non-statutory options which, it is
recognized, may, by separate action of the Board of Directors, be granted,
subject to provisions and conditions established by the Board, to key persons
for whom the Plan does not suffice or for those who do not qualify for the
Plan because of not being employees of Greif Bros. Corporation or of any of
its subsidiaries.
16. REGISTRATION OF OPTIONED SHARES
During the two-year period in which the holder of an option is not
authorized to exercise the option, the Company contemplates registering under
the provisions of the Securities and Exchange Act of 1934 sufficient Class A
Shares out of its treasury to satisfy the outstanding options. If this proves
impractical, some other method of issuing the shares will be investigated.