Exhibit 10.8
SUPPLEMENTAL RETIREMENT BENEFIT
PLAN
This Supplemental Retirement Benefit Plan
(the “Plan”), as adopted January, 16 1992, and amended
November 13, 1995, December 21, 1998, and March 4, 1999, by Wausau
Paper Corp., a Wisconsin corporation (“Wausau”), 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 Wausau as its Chairman
of the Board of Directors and Chief Executive Officer 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 Wausau and each
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, Wausau 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 compensation. For
purposes of this Plan, “highest final average
compensation” shall mean the annual average of the sum of (a)
all compensation paid to Mr. Orr and reported on Form W-2 and (b)
all amounts which would have been paid and reported on Form W-2 but
were deferred at Mr. Orr’s election for the five consecutive
calendar year period which yields the highest aggregate
compensation so paid and deferred. Mr. Orr’s Normal
Supplemental Retirement Benefit shall not be reduced or offset by
the amount of any other payment then due him from Wausau or any
other plan or program now or hereafter maintained by Wausau.
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, Wausau 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, Wausau 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
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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), Wausau shall have
no further obligation to pay any benefits under this
Plan.
(b)
In the event a Change in Control occurs
after Mr. Orr’s death and whether or not the Supplemental
Surviving Spouse Benefit shall have then become payable, Wausau
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), Wausau 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
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(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 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
