INTERNATIONAL PAPER CO /NEW/ (Form: 8-K, Received: 09/11/2020 17:01:49)

INTERNATIONAL PAPER COMPANY

Date: September 11, 2020

/s/ Sharon R. Ryan

Sharon Ryan

Senior Vice President, General Counsel & Corporate Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 8, 2020

International Paper Company

(Exact name of registrant as specified in its charter)


New York	1-3157	13-0872805
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)


6400 Poplar Avenue, Memphis, Tennessee		38197
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (901) 419-7000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1 per share par value	IP	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Catherine I. Slater, Senior Vice President – Global Cellulose Fibers and IP Asia, will be leaving International Paper Company (the “Company”), effective January 31, 2021. Ms. Slater and the Company executed an Agreement Regarding Continued Employment, Termination, Severance and General Release dated September 8, 2020 (the “Agreement”), which was approved by the Management Development and Compensation Committee of the Company’s Board of Directors. Pursuant to the Agreement, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, Ms. Slater will receive the standard termination allowance and other standard severance benefits under the Company’s Salaried Employee Severance Plan. The standard termination allowance is a lump sum cash payment equal to two weeks of salary for each year or partial year of service, which is $858,462 for Ms. Slater (based on her 36 full or partial years of credited service). Ms. Slater will not receive any supplemental severance payments.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

99.1		Agreement Regarding Continued Employment, Termination, Severance and General Release dated September 8, 2020 between International Paper Company and Catherine I. Slater.

104		Cover Page Interactive Data File (embedded with Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

LOGO

September 8, 2020

Cathy Slater

Employee ID: 400451

RE: Agreement Regarding Continued Employment, Termination, Severance and General Release

Dear Cathy:

This Agreement Regarding Continued Employment, Termination, Severance Agreement and General Release (the “Agreement”) constitutes an agreement between you and International Paper Company (“IP” or the “Company”) on the terms of your separation from employment with us. To ease your transition, and provided that you sign (and do not revoke) this Agreement as set out below, IP will provide a lump sum cash Severance Payment and certain other benefits to you. Exhibit 1 compares the benefits you will receive if you sign the Agreement to those you will receive if you choose not to sign the Agreement.

Once you have carefully read this Agreement, if you wish to receive the Severance Payment and other benefits, please indicate your acceptance by signing below.


1. Continued Employment; Last Day of Active Employment		Your last day of active employment will be January 31, 2021, (“Last Day of Active Employment”) and you will be paid for work performed through that date on the normal pay schedule. If you are eligible for payment of any commissions or other payments under any sales incentive plan, you will be paid those commissions according to the terms of the applicable plan. Unless otherwise noted below, your pay and benefits will end as of the Last Day of Active Employment.
2. Severance Payment and Other Benefits		If you sign this Agreement and do not revoke it, and you comply with your obligations hereunder, you will receive a lump sum cash Severance Payment equal to two (2) weeks of salary for each year or partial year of applicable service, with a minimum of four weeks’ salary, in accordance with the terms of the International Paper Company Salaried Employee Severance Plan (the “Severance Plan”), as well as certain other benefits that are described in Exhibits 1 and 2. Those other benefits will be administered in accordance with their applicable policy or summary plan description. You acknowledge that the Company’s agreement to continue your employment through the LDAE and agreement to provide the Severance Payment and other benefits subject to the terms set forth herein are adequate

Page 1 of 10

International Paper Company - Single Severance

LOGO


		consideration for your ongoing obligations and releases provided by you, and are in addition to anything of value to which you are otherwise entitled to receive. If you decline to sign this Agreement, your employment will terminate, your Last Day of Employment will be the date you decline to sign, and you will be offered severance consistent with the Severance Plan based on that date as your Last Date of Active Employment.
3. Deductions from Severance Payment		IP will deduct from the Severance Payment: ● any taxes and other amounts required by law; and, ● unless prohibited by applicable law, any amounts you owe IP, including any wage or benefit overpayments and any unpaid loans.
*4. Review Period*		You have up to 21 days to review and consider this Agreement and, if you agree with its terms, sign and return it. You may elect to sign this Agreement at any time during the 21-day period. At the end of that period, if you do not sign the Agreement, you will not be eligible for a Severance Payment. By signing this Agreement, you agree that you will receive payments and benefits beyond that which you would receive if you did not sign the Agreement.
*5. Revocation Period*		You have seven (7) days after you sign this Agreement to revoke your acceptance. Written notice of your revocation must be received by Tom Plath no later than seven (7) days after you sign the Agreement. If you revoke this Agreement within that 7-day period, the Agreement will no longer be in effect, and you will not receive the Severance Payment. If you reside in Minnesota, you have fifteen (15) days after you sign this Agreement to revoke your acceptance. Written notice of revocation must be received by Tom Plath no later than fifteen (15) days after you sign the Agreement.
6. Timing of the Severance Payment		You will receive your Severance Payment as soon as practicable after the Last Day of Active Employment, described above, and in any case no later than March 15, 2021.
7. General Release of Claims		By signing and not revoking this Agreement, you release IP from any claim of any kind arising out of or related to your employment with IP, the termination of your employment with IP, and any right or claim arising up through the date you sign this Agreement. You also agree that, except as provided in Paragraph 8 below, you will not file or be a party to any legal action, or claim against IP regarding these claims.

Page 2 of 10

International Paper Company - Single Severance

LOGO

This Agreement constitutes a “General Release of Claims” and covers all claims under federal, state or local law, whether based on statute or common law, that relate to employment, including but not limited to, all federal, state, and local discrimination laws, claims, charges, and legal actions under the following:

● Age Discrimination in Employment Act (which prohibits age discrimination in employment);

● Title VII of the Civil Rights Act of 1964, as amended (which prohibits harassment or discrimination in employment based on race, color, national origin, religion or sex);

● Equal Pay Act (which prohibits paying men and women unequal pay for equal work);

● Family and Medical Leave Act (which provides for unpaid leave for family or medical reasons);

● Americans with Disabilities Act (which prohibits discrimination based on disability);

● Genetic Information Nondiscrimination Act of 2008 (which prohibits use of genetic information to make decisions about health insurance and employment);

● Worker Adjustment and Retraining Notification Act (which requires sixty days’ notice of employment termination in certain situations such as plant closing and mass lay-off);

● Employee Retirement Income Security Act of 1974 (“ERISA”), including any claims for breach of fiduciary duty under ERISA; and,

● Any other federal, state or local laws, ordinances, or regulations prohibiting employment discrimination or regulating the terms and conditions of employment, (specifically including but not limited to the New Jersey Conscientious Employee Protection Act and the Minnesota Human Rights Act).

This Severance Agreement and General Release also includes a release and waiver of any claims for breach of express or implied contract, any claims, whistleblower or anti-retaliation provisions under any federal, state or local statute or common law relating in any way to the employment relationship, and any right to any recovery of money or any other personal remedy. It applies both to claims that you know about and to claims you do not know about.

This Severance Agreement and General Release does not release or waive any workers’ compensation or unemployment benefit claims or

Page 3 of 10

International Paper Company - Single Severance

LOGO


		any other claim to the extent that those claims cannot be released or waived according to applicable law.
*8. Right to File a Charge and Cooperate with Government Agencies*		Nothing in this Agreement prohibits you from filing a charge with the Equal Employment Opportunity Commission (“EEOC”) or any other federal or state government agency or from participating in any investigation or proceeding conducted by a federal or state government agency. However, it does waive your right to bring a lawsuit on your own behalf and to recover for any damages for claims arising out of or relating to your employment with the Company or the termination of that employment. Nothing in this Agreement prohibits you from making disclosures necessary for or required by your good faith participation in any lawful government investigation.
*9. Special Provision with Respect to California Law*		To give full effect to the General Release above, with respect to any claim arising under California law, you expressly waive any and all rights and benefits conferred upon you by the provisions of §1542 of the Civil Code of the State of California which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
10. Entities Involved in this Agreement		When used in this Agreement, the term “IP” means International Paper Company and any of its subsidiaries or affiliated entities, employee benefit plans and programs (and the directors, officers, trustees, administrators, fiduciaries, and insurers of such programs), and the managers, officers, directors, agents, employees, successors and assigns of any of them.
11. Non-Admission		IP does not admit that it has done anything wrong or violated any law or regulation. IP maintains that it has treated you in all respects in a lawful manner.
12.No Further Payments or Entitlements		You agree that, with the payment of the Severance Payment and other benefits described in Exhibits 1 and 2, you have received all payments and entitlements due to you from IP, including all wages earned (including any earned overtime), commissions, bonuses, incentives, sick pay, holiday pay, vacation pay, and any paid or unpaid leave. You agree that nothing else is due to you from IP. You agree that you have not been denied any leave rights pursuant to the Family and Medical Leave Act during your employment at IP.

Page 4 of 10

International Paper Company - Single Severance

LOGO


		You agree that, as of the date you signed this Agreement, all disputes you have with IP are resolved and this Agreement provides full relief regarding any matters related to your employment by IP. If a third party brings a claim or lawsuit against IP on your behalf, you agree that you will not accept any additional money or personal relief other than what is specified in this Agreement.
13. No Re-Employment		You agree that your employment relationship with IP is permanently terminated as of your Last Day of Active Employment, above. You agree not to apply for or otherwise seek employment with IP in any capacity, including as a consultant or contractor. If you do seek or obtain such re-employment, you agree that this Agreement will be sufficient cause for IP to refuse to hire you or terminate your employment if you have already been hired.
14. No Disparaging Remarks		Except as otherwise provided in Paragraph 8 above, you will not make or publish, or cause to be made or published (including online), any derogatory or disparaging statements, remarks or writing about IP, IP’s products, businesses, services, current or former officers, directors and employees.
15. Inventions and Intellectual Property and Defend Trade Secrets Act		For the purposes of this Agreement, “Inventions or Intellectual Property” includes, but is not limited to, anything which can be protected by an intellectual property right, such as a trade secret, copyright, patent or trademark anywhere in the world. You agree and do hereby assign to IP all right, title and interest in any Inventions or Intellectual Property conceived of, created, reduced to practice or developed, in whole or in part, during your employment with IP, without additional compensation. You acknowledge and agree that this Intellectual Property Section is not applicable unless the Inventions or Intellectual Property, at the time of conception, research, reduction to practice or development, (a) relates directly to IP’s current business or actual or demonstrably anticipated business research or development; (b) uses IP’s information, equipment, facilities, supplies or trade secret information; (c) is or was conceived of, created, reduced to practice or developed, in whole or part, while you were working on IP’s time; or (d) results from your work for IP. You have, or you will, promptly and fully disclose to IP all Inventions and any other Intellectual Property made or conceived by you during your employment with IP. You agree to execute any papers required

Page 5 of 10

International Paper Company - Single Severance

LOGO

by IP to protect the Intellectual Property and to establish IP’s ownership, even if such cooperation is necessary after your Last Day of Active Employment.

The Defend Trade Secrets Act of 2016 provides immunity from state and federal civil or criminal liability for you if you disclose a trade secret; (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, but in either case, only if the disclosure is solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed with a court in a lawsuit or other proceeding, if the filing of that document is made under seal, and any other disclosure of the trade secret You make is only as allowed by the court.

16. Restrictive Agreements

For the purposes of this Agreement, “Confidential Information” includes, but is not limited to, any information possessed or owned by IP which is not generally known to the public (especially if such information gives IP a competitive advantage or its disclosure would harm IP), Inventions or Intellectual Property (defined above), trade secrets, proprietary information, and all other information documents or material owned, developed or possessed by IP or any employee or consultant of IP, whether tangible or intangible, relating in any way to IP’s business and operations, research and development, customers, prospective customers, business plans, business relationships, products or processes, costs or profit information or date from which that information could be derived, human resources (including internal evaluations of the performance, capability, and potential of any IP employee), business methods, databases and computer programs.

If you signed an Employee Agreement Concerning Inventions, Intellectual Property, Confidential Information and Conflict of Interest (“Confidentiality Agreement”), your promises under that Confidentiality Agreement are still valid and enforceable. Even though you are no longer employed by IP, you still have legal obligations to IP with respect to Confidential Information you learned, conceived, or developed during your employment. Whether you have signed a Confidentiality Agreement or not, we remind you that you have an obligation under law not to disclose Confidential Information to third parties.

This Agreement also does not change any obligations you may have under any other agreements entered into with the Company relating to:

● Confidential Information,

Page 6 of 10

International Paper Company - Single Severance

LOGO


		● Non-Competition, ● Non-Solicitation, ● Inventions or Intellectual Property, or ● Any other Restrictive covenants. Please contact IP Human Resources if you need another copy of your signed agreement(s). By signing this Agreement, you agree that: (1) except as otherwise provided in Paragraph 8 above, you will not publish, use or otherwise directly or indirectly disclose (except as directed by IP) any Confidential Information owned or possessed by IP or its employees; (2) you understand that (a) IP considers Confidential Information to be commercially valuable and important to its success, (b) disclosure of Confidential Information would cause irreparable harm to IP, and (c) this restriction is reasonably necessary for the protection of IP’s business; and, (3) you will not use any Confidential Information for your own purposes or for the purposes of others, including but not limited to, in any future jobs or to create Inventions or Intellectual Property.
17. Injunctive Relief		There may be situations where monetary damages for a violation by you of this Agreement could not be calculated, and IP would not have an adequate remedy at law. In those cases, you agree that in the event of your violation, or the threat of your violation of this Agreement, IP will be entitled, in addition to any other legal remedies and damages available, to temporary and permanent injunctive relief (without the necessity of posting a bond) granted by a court of competent jurisdiction to restrain the violation or threatened violation of your obligation.
18. Return of Company Property		You agree that as of the date you signed this Agreement, you have returned to the Company any and all documents and property of the Company, (including, without limitation, any and all Confidential Information), you have not retained any copies (hard copy or electronic on any form of storage media) of such documents and property of the Company, and that you have provided your manager with all passwords to IP electronic communication and data systems.
19. Full Disclosure		You represent that you did not engage in any inappropriate, unethical, or illegal conduct in connection with your employment and that you have provided IP with any information you have regarding any potential or actual violations of law, regulation, or Company policy

Page 7 of 10

International Paper Company - Single Severance

LOGO


		relating in any way to the business of the Company or conduct of its employees or agents. You agree that you have reported all job-related illnesses and injuries that you experienced during your employment.
20. Agreement to Cooperate		You agree to cooperate with IP and its lawyers (including, if necessary, preparation for and appearance at depositions, hearings, trials or other legal proceedings), with regard to any legal or regulatory matters that you have knowledge about or were involved in during your employment with IP. If your cooperation is required after your Last Date of Active Employment, IP will reimburse you for reasonable and necessary expenses in connection with anything you do at the request of IP or its lawyers. Nothing in this Paragraph limits your rights as set out in Paragraph 8 above.
21. Resolution of Disputes		If any dispute arises regarding benefits that you may be entitled to under the terms of the Severance Plan, the dispute will be resolved in the manner set out in the claim review procedure as provided in the Severance Plan. If any dispute arises regarding benefits that you may be entitled to under the terms of any other benefit plan, the dispute will be resolved in the manner set out in the claim review procedure as provided in the applicable summary plan description. If you need a copy of any policy or applicable SPD, you will receive one upon request. If a dispute regarding this Agreement arises that does not involve the Severance Plan or other benefit plan, this Agreement will be construed under the laws of the State of Tennessee (without regard to its laws regarding conflict of laws).
22. Severability		If any court of competent jurisdiction should find that any portion of this Agreement is invalid, the invalidity of that portion will not affect the enforceability of any other portion of this Agreement. However, if the “General Release of Claims” is deemed void or unenforceable, you agree to execute a new release with no additional consideration or alternatively, IP may void the entire Agreement at its option.
23. Employment References		You agree to direct any reference requests from prospective employers to the IP Human Resources Department. If you or a prospective employer need employment verification, salary verification and/or eligibility for social service programs, IP has established an interactive phone and web-enabled program that will provide this verification directly to the prospective employer. More information on this system is available from your Human Resources Department.

Page 8 of 10

International Paper Company - Single Severance

LOGO


24. No Reliance		In deciding to sign this Agreement, you agree that you have not relied upon any statements or promises by IP, its managers, agents, or employees other than those set forth in this Agreement.
25. No Other Promises		You agree that IP has made no promises to you other than those in this Agreement and the Severance Plan. This Agreement and the terms of the Severance Plan constitute the entire Agreement between you and IP. This Agreement may not be amended, modified or supplemented except by a written agreement signed by both you and the Senior Vice President, Human Resources and Global Citizenship or designee that expressly amends, modifies, or supplements this Agreement.
*26. Consult with an Attorney*		You are advised to consult with an attorney of your choosing before signing this Agreement. It is your decision whether or not to consult with an attorney and you will be responsible for paying any legal fees associated with your consideration of this Agreement.
*27. Ongoing Obligations;* *Agreement upon* *Termination*		Upon the naming of your successor, you will retain your title as SVP but will be relieved of duties as SVP of GCF/IP Asia and authority as SVP. However, you agree to be available to provide transition and other services to the Company, as needed, and agree to continue to abide by your obligations with respect to confidentiality, duty of loyalty, conflict of interest, nondisparagement, Code of Conduct and other existing obligations of employees and officers of the Company until your Last Day of Active Employment. You understand and agree that in the event you do not comply with these obligations, the Company may terminate your employment at any time, and if your actions render you ineligible for the Severance Payment and certain benefits under the Plan, no severance would be paid. You further agree that within 21 days of your Last Day of Active Employment you will execute an agreement acceptable to the Company containing a general release of all claims through your Last Day of Active Employment.

To accept this Agreement, please date and sign this Agreement below and return it in the envelope provided. As explained above, if you do not revoke it during the 7-day day revocation period (15 days in Minnesota), it will become effective on the 8^th day after the date you sign the Agreement (16th day in Minnesota).

Page 9 of 10

International Paper Company - Single Severance

LOGO

FOR INTERNATIONAL PAPER COMPANY

/s/ Thomas J. Plath

THOMAS J. PLATH

Senior Vice President Human Resources and Global Citizenship

September 8, 2020

Date

By signing this Agreement, I agree that I have read the entire Agreement and Exhibits and understand their meaning. I also understand that this Agreement is a legal document, and by signing it I am giving up certain legal rights. IP has given me enough time to consult with my family, advisors and legal counsel and to consider whether I should agree to the terms of this Agreement. IP advised me to consult with an attorney and I had enough time to obtain independent counsel if I chose to do so. Finally, I acknowledge that I am voluntarily signing this Agreement.

/s/ Catherine Slater

CATHERINE SLATER

September 10, 2020

Date

Enclosures: Exhibits 1 and 2

Page 10 of 10

International Paper Company - Single Severance