Exhibit 10.24
Appleton Papers Inc.
Long-Term Performance Cash Plan
(As amended and restated January 1,
2009)
Article 1.
Purpose and Nature of Plan
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The Board
adopted the Plan for the purpose of assisting the Company in
attracting and retaining key management employees who are in a
position to make a significant contribution to the growth and
profitability of the Company by providing a reward for performance
and incentive for future endeavor. Appleton
competitively positions its compensation and rewards programs
relative to general and paper industry companies of similar
revenue. The Plan accomplishes its objective by
providing eligible employees with a competitive long-term
compensation opportunity tied to the performance of the
Company.
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The Plan is
intended to be an unfunded bonus program of the Company in
accordance with Department of Labor Regulations Section
2510.3-2(c). The Plan shall be interpreted, operated and
administered in a manner consistent with these
intentions.
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The Plan does
not permit Participants to elect to defer their
compensation.
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The effective
date of the Plan is January 1, 2008.
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Section 2.
Definitions
Capitalized
words and phrases used in the Plan have the following meaning
unless otherwise expressly provided herein:
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Average
Revenue Growth . “Average Revenue
Growth” means the sum of the each annual Revenue Growth
during the Performance Cycle divided by the number of the
Company’s completed fiscal years during the Performance
Cycle.
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2.2
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Average
ROIC . “Average ROIC” means
the sum of each annual ROIC Growth during the Performance Cycle
divided by the number of the Company’s completed fiscal years
during the Performance Cycle.
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2.3
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Board . “Board” means the Board
of Directors of Appleton Papers Inc.
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2.4
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Cause . “Cause” in connection with the
termination of the Participant's employment with the Company, means
that, in the judgment of the Committee, based upon any information
or evidence reasonably persuasive to the Committee, the
Participant: (1) willfully engaged in activities or conducted
himself or herself in a manner seriously detrimental to the
interests of the Company or its subsidiaries and affiliates; or (2)
failed to execute the duties reasonably assigned to him or her in a
reasonably timely, effective, or competent manner; provided
, however, that the termination of the Participant's employment
because of Disability shall not be deemed to be for
Cause.
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2.5
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Change of
Control . “Change of Control”
means: (1) the termination of the Appleton Papers Retirement
Savings and Employee Stock Ownership Plan (the “ESOP”)
or amendment of the ESOP so that it ceases to be an employee stock
ownership plan; (2) the ESOP ceases to own a majority interest in
the Company; (3) the sale, lease, exchange or other transfer of all
or substantially all of the assets of the Company (in one
transaction or in a series of related transactions) to a person or
entity that is not controlled by the Company; (4) the approval by
the Company shareholders of any plan or proposal to terminate the
Company’s business, to liquidate or dissolve the Company or
to sell substantially all the Common Stock; (5) the Company merges
or consolidates with any other company and the Company is not the
surviving company of such merger or consolidation; or (6) any other
event or series of events whereby ownership and effective control
of the Company is transferred or conveyed to a person or entity
that is not controlled by the Company.
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2.6
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Code . “Code” means the
Internal Revenue Code of 1986, as amended, or any successor
statute. Reference to a specific section of the Code
shall include a reference to any successor provision.
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2.7
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Committee . “Committee” means the
Compensation Committee of the Board.
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2.8
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Company . “Company” means
Appleton Papers Inc., 825 East Wisconsin Avenue, Appleton,
Wisconsin 54911-1703. “Company” also means
(except where the context relates solely to Appleton Papers Inc.)
any subsidiary or other affiliate of Appleton Papers Inc. who
employs an Eligible Employee (as designated by the Committee in
accordance with Section 4.1). Any such subsidiary or
affiliate of Appleton Papers Inc. that has become a
“Company” as provided above is deemed to have
designated Appleton Papers Inc. as its agent with respect to
amending or terminating the Plan. Any such action by
Appleton Papers Inc. shall be binding on such subsidiary or
affiliate at the time taken.
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2.9
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Disability . “Disability” means a
physical or mental condition of the Participant which results in
the Participant receiving benefits under an applicable
Company’s long-term disability insurance plan, or in the
event the Participant is not participating in a Company long-term
disability insurance plan, means disability as defined under the
long-term disability plan of Appleton Papers Inc.
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2.10
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Eligible
Employee . “Eligible Employee”
means an employee of Appleton Papers Inc. who has been designated
by the Committee as an Eligible Employee.
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2.11
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Employment . References in the Plan to
“employment” with the Company, “year(s) of
employment,” and “termination of employment”
shall in all events refer to the total period of employment with
Appleton Papers Inc. and any of its subsidiaries or
affiliates.
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2.12
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Extraordinary Occurrences
. “Extraordinary
Occurrences” means those events that, in the opinion of the
Committee, are likely to have a significant effect, whether
positive or negative, on the Company’s financial results,
including Revenue and ROIC.
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2.13
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Final
Award . “Final Award” means the
amount payable to a Participant by the Company under the
Plan.
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2.14
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Invested
Capital . “Invested Capital”
means Appleton Papers Inc.’s non-interest bearing net working
capital assets plus long-term assets.
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2.15
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Participant . “Participant” means an
Eligible Employee who participates in the Plan for purposes of a
Performance Cycle in accordance with Section 4.
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2.16
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Plan . “Plan” means the
Appleton Papers Inc. Performance Cash Plan, as set forth herein and
as amended from time to time.
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2.17
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Performance
Cycle . “Performance Cycle”
means the three year period that begins January 1, 2008, and ends
December 31, 2010, provided that a new three-year
Performance Cycle shall begin on each January 1
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2.18
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Performance
Measure . “Performance Measure”
means each factor, as set forth in an Appendix hereto, that is
taken into consideration under the Plan in determining the value of
a Final Award.
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2.19
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Plan
Year . “Plan Year” means the
fiscal year of Appleton Papers Inc.
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2.20
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Representative . “Representative” means the
personal representative of the Participant's estate, and after
final settlement of the Participant's estate, the successor or
successors entitled thereto by law.
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2.21
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Revenue . “Revenue” means
Appleton Papers Inc.’s net revenue as reported in its
financial statements for the Company’s relevant fiscal year,
subject to adjustments, in the Committee’s discretion, to
reflect the impact of any Extraordinary Occurrences.
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2.22
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Revenue
Growth . “Revenue Growth” means,
with respect to the Company’s relevant fiscal year, the
increase, expressed as a percentage, if any, in Revenue from
Revenue in the immediately preceding year.
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2.23
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Retirement . “Retirement” means
termination of employment of a Participant with the Company on or
after the date such Participant has attained the age of 55 years
and has at least ten years of service with the Company.
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2.24
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ROIC . “ROIC” means Appleton
Papers Inc.’s earnings before interest and taxes
(“EBIT”) divided by Invested Capital.
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2.25
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ROIC
Growth . “ROIC Growth” means,
with respect to the Company’s relevant fiscal year, the
increase, expressed as a percentage, if any, in ROIC from ROIC in
the immediately preceding fiscal year.
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2.26
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Target
Award . “Target Award” means
the initial value of an award at the beginning of the Performance
Cycle and prior to any Performance Measure adjustments or Final
Award value determination.
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Section 3.
General Description of the Plan
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The Plan
provides for annual grants of long-term cash-based performance
awards, which may be earned by Participants based on the
Company’s achievement of pre-set performance measures and the
Participant’s continued employment.
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Extraordinary
Occurrences may be considered by the Committee when assessing the
Company’s performance results and appropriate adjustments may
be made by the Committee, in its good faith discretion, to the
performance measures under the Plan.
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Section 4.
Participation and Awards
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Before the
beginning of each Performance Cycle, the Committee shall designate
the Eligible Employees for the Plan Year who are so designated for
the Performance Cycle and shall notify Participants of such
designation. At or shortly after commencement of the
Performance Cycle, a Target Award shall be established for each
Participant. Target Awards will be expressed as a fixed
dollar amount.
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At the end of
the Performance Cycle, the Final Award will be valued based upon
the Committee’s evaluation of the Company’s performance
against the established Performance Measures. The
Performance Measures for any given Performance Cycle shall be as
set forth in an Appendix to this Plan.
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The Performance
Measures will be reviewed and updated, as determined by the
Committee, at the beginning of each Performance
Cycle. The Performance Measures used to determine the
Final Award may change from Performance Cycle to Performance Cycle
to reflect modifications in the Company’s strategic
objectives. Such changes may be made, as deemed
necessary by the Committee, to serve the best interests of the
Company.
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In the event of
a Participant’s voluntary or involuntary termination of
employment with the Company before the end of the Performance
Cycle, no award or other amount shall be payable to such
Participant under the Plan except as provided under Sections 4.5
and 4.6. Any awards or other amounts forfeited under the
Plan shall not be reallocated to remaining Participants.
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4.4
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In the event of
Participant’s voluntary or involuntary termination of
employment with the Company at the end of the Performance
Cycl
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