Exhibit 10.13
SUPPLEMENTAL RETIREMENT BENEFIT
PLAN
This Supplemental Retirement Benefit Plan
(the “Plan”) as adopted effective as of November 12,
1991, and amended August 24, 1997 and March 4, 1999, by Mosinee
Paper Corporation, a Wisconsin corporation, (“Mosinee”)
for the purposes of providing deferred compensation in the form of
supplemental retirement benefits for San W. Orr, Jr.
(“Mr. Orr”) in recognition of his service to
Mosinee as its Chairman of the Board of Directors is hereby further
amended as of this 16 th day of December, 2005,
effective as of January 1, 2005.
1.
Normal Supplemental Retirement
Benefit . Beginning on
the first day of the first month following the last to occur of (a)
Mr. Orr’s termination of employment with each of Mosinee, its
parent, Wausau Paper Corp. (“Wausau”), and each other
member of the Controlled Group (as hereinafter defined) of which
Wausau is also a member or (b) Mr. Orr’s 60th birthday, and
continuing on the first day of each succeeding month, Mosinee shall
pay to Mr. Orr, if he is then living, a monthly supplemental
retirement benefit (Mr. Orr’s “Normal Supplemental
Retirement Benefit”) in an amount equal to 50% of one-twelfth
of Mr. Orr’s highest final average W-2 compensation for the
five consecutive calendar year period in which such compensation
was paid. Mr. Orr’s Normal Supplemental Retirement
Benefit shall not be reduced or offset by the amount of any other
payment then due him from Mosinee or any other plan or program now
or hereafter maintained by Mosinee. For purposes of this
Plan, the term “Controlled Group” means Wausau and each
other member of the controlled group of corporations or other
entities under common control to which Wausau belongs for purposes
of determining whether a separation from service has occurred
pursuant to Section 409A of the Internal Revenue Code of 1984, as
amended, and the regulations promulgated thereunder.
2.
Surviving Spouse Benefit
. From and after the first day of
the first month following the later of (a) the month in which Mr.
Orr’s death occurs or (b) the month in which Mr. Orr would
have attained his 60th birthday if Mr. Orr’s death occurs
before he has attained age 60, and continuing on the first day of
each succeeding month, Mosinee shall pay to Mr. Orr’s spouse,
if then living (Mr. Orr’s “Surviving Spouse”), a
monthly benefit (the “Supplemental Surviving Spouse
Benefit”) in an amount equal to 50% of the Normal
Supplemental Retirement Benefit to which Mr. Orr would have then
been entitled had he then been living.
3.
Change in Control of Wausau
.
(a)
In the event a Change in Control of
Wausau occurs prior to Mr. Orr’s death, Mosinee shall pay to
Mr. Orr a lump sum amount equal to the present value of Mr.
Orr’s Normal Supplemental Retirement Benefit, as determined
hereunder, as of the first day of the first month following such
Change in Control of Wausau on which Mr. Orr is neither an
employee nor a director of Wausau or of any other member of the
Controlled Group of which Wausau is a member, whether or not such
Change in Control occurred prior to the date on which Mr. Orr shall
have ceased to be an employee or a director of Wausau. Upon
payment of the lump sum amount provided for in this subparagraph
(a), Mosinee shall have no further obligation to pay any benefits
under this Plan.
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(b)
In the event a Change in Control of
Wausau occurs after Mr. Orr’s death and whether or not the
Supplemental Surviving Spouse Benefit shall have then become
payable, Mosinee shall pay to Mr. Orr’s Surviving Spouse, if
then living, the present value of the unpaid Supplemental Surviving
Spouse Benefit. Upon payment of the lump sum amount provided for in
this subparagraph (b), Mosinee shall have no further obligation to
pay any benefits under this Plan.
(c)
For purposes of this plan, a
“Change in Control of Wausau” shall be mean the
happening of any of the following events:
(1)
The acquisition by any individual, entity
or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act (a “Person”) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of 20% or more of either (A) the then outstanding shares of
common stock of Wausau (the “Outstanding Corporation Common
Stock”) or (B) the combined voting power of the then
outstanding voting securities of Wausau entitled to vote generally
in the election of directors (the “Outstanding Corporation
Voting Securities”); excluding, however, the following: (i)
any acquisition directly from Wausau other than an acquisition by
virtue of the exercise of a conversion privilege unless the
security being so converted was itself acquired directly from
Wausau, (ii) any acquisition by Wausau, (iii) any acquisition by
any employee benefit plan (or related trust) sponsored or
maintained by Wausau or any entity controlled by Wausau, (iv) any
acquisition pursuant to a transaction which complies with clauses
(A), (B), and (C) of paragraph (3) of this Section 3(c), (v) except
as provided in paragraphs (4) and (5), any acquisition by any of
the Woodson Entities or any of the Smith Entities, or (vi) any
increase in the proportionate number of shares of Outstanding
Corporation Common Stock or Outstanding Corporation Voting
Securities beneficially owned by a Person to 20% or more of the
shares of either of such classes of stock if such increase was
solely the result of the acquisition of Outstanding Corporation
Common Stock or Outstanding Corporation Voting Securities by
Wausau; provided, however, that this clause (vi) shall not apply to
any acquisition of Outstanding Corporation Common Stock or
Outstanding Corporation Voting Securities not described in clauses
(1), (ii), (iii), (iv), or (v) of this paragraph (1) by the Person
acquiring such shares which occurs after such Person had become the
beneficial owner of 20% or more of either the Outstanding
Corporation Common Stock or Outstanding Corporation Voting
Securities by reason of share purchases by Wausau; or
(2)
A change in the composition of the Board
such that the individuals who, as of the Effective Date, constitute
the Board (such Board shall be hereinafter referred to as the
“Incumbent Board”) cease for any reason to constitute
at least a majority of the Board; provided, however, for purposes
of the Plan, that any individual who becomes a member of the Board
subsequent to the Effective Date whose election, or nomination for
election by Wausau’s shareholders, was approved by a vote of
at least a majority of those individuals who are members
of
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the Board and who were also members of
the Incumbent Board (or deemed to be such pursuant to this proviso)
shall be deemed to be and shall be considered as though such
individual were a member of the Incumbent Board, but provided,
further, that any such individual whose initial assumption of
office occurs as a result of either an actual or threatened
election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promul
