WAUSAU PAPER CORP. 2009 DEFINED CONTRIBUTION SUPPLEMENTAL RETIREMENT PLANAddendum or Modifications |
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Exhibit 10.1 WAUSAU PAPER CORP. 2009 DEFINED CONTRIBUTION SUPPLEMENTAL RETIREMENT PLAN WAUSAU PAPER CORP. 2009 DEFINED CONTRIBUTION SUPPLEMENTAL RETIREMENT PLAN Page ARTICLE 1 - PURPOSE AND ADMINISTRATION OF PLAN ARTICLE 4 - EMPLOYER CONTRIBUTIONS AND ACCOUNTING Benefits Upon Termination of Employment Only ARTICLE 7 - PARTICIPANT ELECTIONS AS TO FORM AND TIMING OF PAYMENTS Election of Form of Distribution Permitted Changes in Form of Payment Election -i- ARTICLE 8 - PROVISION FOR BENEFITS ARTICLE 9 - AMENDMENT AND TERMINATION OF THE PLAN ARTICLE 10 - PLAN ADMINISTRATION Agreement Binding on Successors -ii- WAUSAU PAPER CORP. 2009 DEFINED CONTRIBUTION SUPPLEMENTAL RETIREMENT PLAN Wausau Paper Corp., a Wisconsin corporation, hereby adopts the Wausau Paper Corp. 2009 Defined Contribution Supplemental Retirement Plan in accordance with the terms and conditions herein contained, effective January 1, 2009. -1- ARTICLE 1 - PURPOSE AND ADMINISTRATION OF PLAN Section 1.1 Purpose . The Company maintains the Plan for the purpose of providing deferred compensation (within the meaning of Section 201(2) of the Employee Retirement Income Security Act of 1974, as amended) for a select group of management employees of the Company. Further, the Plan is maintained solely for the purpose of providing retirement benefits for employees in excess of the limitations imposed by one or more of Code Sections 401(a)(17), 401(k), 401(m), 402(g), 403(b), 408(k) or 415. Section 1.2 Effective Date . The effective date of the Plan shall be January 1, 2009. -2- ARTICLE 2 - DEFINITIONS Section 2.1 Definitions . As used in this Plan, the following terms shall have the meaning set forth in this Section 2.1: (a) "Account" means each account established pursuant to Section 4.2 to record the notional amounts credited to a Participant in accordance with Section 4.1 and the interest credited on such amounts pursuant to Section 4.2. (b) "Active Participant" means a Participant who is, as of any date, then employed in the office or position of responsibility held on the effective date of such Participant’s participation pursuant to Section 3.1 or in an office or position which is, in the sole discretion of the Committee, of equal or greater authority and responsibility. (c) "Affiliate" and "Associate" have the meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined in Section 2.1(r)) as in effect on the Effective Date of this Plan. (d) "Beneficiary" means such person or persons, or organization or organizations, as the Participant from time to time may designate by a written designation filed with the Company during the Participant’s life. Any amounts payable hereunder to a Participant’s Beneficiary shall be paid in such proportions and subject to such trusts, powers, and conditions as the Participant may provide in such designation. Each such designation, unless otherwise expressly provided therein, may be revoked by the Participant by a written revocation filed with the Company during the Participant’s life. If more than one such designation shall be filed by a Participant with the Company, the last designation so filed shall control over any revocable designation filed prior to such filing. To the extent that any amounts payable under this Plan to a Participant’s Beneficiary are not effectively disposed of pursuant to the above provisions of this Section 2.1(d), either because no designation was in effect at the Participant’s death or because a designation in effect at the Participant’s death failed to dispose of such amounts in their entirety, then for purposes of this Plan, the Participant’s "Beneficiary" as to such undisposed of amounts shall be the Participant’s estate. (e) "Code" means the Internal Revenue Code of 1986, as amended, and reference to any section of the Code shall be deemed to include any successor section or sections. Any reference to a section of the Code shall also be deemed to incorporate any regulation promulgated thereunder. (f) "Committee" means the Compensation Committee of the Board of Directors of the Company. (g) "Company" means Wausau Paper Corp., a Wisconsin corporation. -3- (h) "Compensation" means a Participant’s "compensation" as defined in the Retirement Plan, without regard to any limit on such compensation such as the Threshold Limit. (i) "Continuous Service" means "continuous service" as defined in the Retirement Plan. (j) "Controlled Group" means the Company and each other member of the controlled group of corporations or other entities under common control to which the Company belongs for purposes of determining whether a separation from service has occurred pursuant to Code Section 409A and the regulations promulgated thereunder. (k) "Disability" means the inability of a Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or the receipt by the Participant, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, of income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company or any Subsidiary. (l) "Effective Date means January 1, 2009. (m) "Ending Balance" shall mean the balance of the Participant’s Account determined as of the Initial Payment Date of such Account. (n) "409A Change of Control" means a "change of control" as defined in Code Section 409A and the regulations promulgated thereunder. (o) "Ineligible Employee" means any person who is or was a participant in the Wausau Paper Corp. Supplemental Retirement Plan. (p) "Incentive Compensation" means all compensation payable in cash pursuant to the terms of an incentive or bonus compensation plan to a Participant; provided, however, that amounts that would have been paid in cash but for an election by the Participant to defer any amount of Incentive Compensation shall also be included. (q) "Initial Payment Date" means the date determined by Section 7.1 as the date on which distribution of a Participant’s Account is to commence. (r) "Participant" means an employee of the Company or a member of the Controlled Group who has been designated by the Committee to participate in the Plan in accordance with Section 3.1. -4- (s) "Plan Change of Control" means 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 the Company (the "Outstanding Company Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); excluding, however, the following: (i) any acquisition directly from the Company other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, (iv) any acquisition pursuant to a transaction which complies with clauses (A), (B), and (C) of subsection (3) of this Section 2.1(r), or (v) any increase in the proportionate number of shares of Outstanding Company Common Stock or Outstanding Company 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 Company Common Stock or Outstanding Company Voting Securities by the Company; provided, however, that this clause (v) shall not apply to any acquisition of Outstanding Company Common Stock or Outstanding Company Voting Securities not described in clauses (i), (ii), (iii), or (iv) of this Section 2.1(r)(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 Company Common Stock or Outstanding Company Voting Securities by reason of share purchases by the Company; or (2) A change in the composition of the Board of Directors of the Company (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 the Company’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 was 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 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other -5- than the Board shall not be so deemed or considered as a member of the Incumbent Board; or (3) Consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of the assets or securities of any other entity (a "Corporate Transaction"); excluding, however, such a Corporate Transaction pursuant to which (A) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) (the "Resulting Corporation") in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (other than the Company, any employee benefit plan (or related trust) of the Company, or such Resulting Corporation) will beneficially own, directly or indirectly, 20% or more of, respectively, the outstanding shares of common stock of the Resulting Corporation or the combined voting power of the then outstanding voting securities of such Resulting Corporation entitled to vote generally in the election of directors except to the extent that such ownership existed with respect to the Company prior to the Corporate Transaction, and (C) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the Resulting Corporation; or (4) The approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. (t) "Prime Rate" means an annual rate of interest equal to the prime rate published in The Wall Street Journal on the first day of each calendar quarter. In the event the prime rate is no longer published in The Wall Street Journal (or in any substitute source as provided for herein), the Committee shall select another published standard by which to determine the prime rate then quoted by the principal banks in the United States and the Committee’s determination in good faith of such rate shall be conclusive and binding on the Company and all Participants. (u) "Qualified Plan" means a pension plan providing benefits for a broad group of employees and meeting the requirements for a qualified plan under the Code. -6- (v) "Retirement Plan" means the Wausau Paper Corp. Retirement Plan, as in effect from time to time. (w) "Specified Employee" on any particular date means a "key employee" under Code Section 409A and the regulations promulgated thereunder. (x) "Subsidiary" means each subsidiary of the Company in which the Company owns not less than a 50% equity interest. (y) "Termination of Employment" means the termination of a Participant’s employment with the Company and each member of the Controlled Group. (z) "Threshold Limit" means the amount as determined from time to time by the Secretary of the Treasury above which annual compensation is di |
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