2005 Performance Incentive Plan
Effective April 22, 2005
As Amended February 26, 2007 and January 1, 2009
Purpose and General Provisions
Section 1.1 Purpose of Plan . The purpose of the MeadWestvaco Corporation 2005 Performance Incentive Plan (the “Plan”) is
to advance the interests of MeadWestvaco Corporation (the “Company”) by attracting, retaining and motivating its employees
and by further aligning the interests of the Company’s employees with those of the stockholders of the Company through
providing for or increasing their proprietary interest in the Company.
The Plan provides for the grant of Incentive and Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock,
Restricted Stock Units, Performance Shares, Performance Share Units and Incentive Compensation arrangements, which may be
paid in cash or stock or a combination thereof, as determined by the Committee. Any of these Awards may be performance-
based, in the discretion of the Committee.
Section 1.2 Definitions . The following terms shall have the meanings set forth below for purposes of the Plan.
(a) “Award” means an Incentive Stock Option, Non-Qualified Stock Option, Stock Appreciation Right, Restricted Stock,
Restricted Stock Unit, Performance Share, Performance Share Unit, or Incentive Compensation arrangement or program granted
to or covering a Participant pursuant to the provisions of the Plan, any of which the Committee may structure to qualify in
whole or in part as an Award that is intended to satisfy the requirements for “performance-based compensation” under Code
(b) “Award Agreement” means a written agreement or other instrument as may be approved from time to time by the
Committee implementing the grant of each Award. An Award Agreement may be in the form of an agreement to be executed by
both the Participant and the Company (or an authorized representative of the Company) or certificates, notices or similar