Exhibit 10.18
WAUSAU PAPER CORP.
2005 EXECUTIVE DEFERRED COMPENSATION
PLAN
(as amended December 17,
2008)
WAUSAU PAPER CORP.
2005 EXECUTIVE DEFERRED COMPENSATION
PLAN
1.
Restatement of Plan
. Wausau Paper Corp. (“the
Company”) last amended the Wausau Paper Corp. 2005 Executive
Deferred Compensation Plan (the “Plan”)
December 16, 2005, to be effective January 1, 2005.
The Plan is hereby amended and restated effective to
implement the termination of the Plan effective
December 17, 2008 and liquidation of the Plan on
December 21, 2009, as well as to provide for the use of
transition rules under IRS guidance.
2.
Purpose . 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.
3.
Definitions . As used in this Plan, the following terms
shall have the meaning set forth in this section 3:
(a)
“ Account ” means each
account established pursuant to section 5(a) to record the Salary
or Incentive Compensation, or both, deferred by a Participant and
the interest credited on such amounts pursuant to section 5.
(b)
“ 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 3(b), 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.
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(c)
“ 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.
(d)
“ Committee ” means
the Compensation Committee of the Board of Directors of the
Company.
(e)
“ 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.
(f)
“ 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.
(g)
“ Executive Officer ”
means the President, any Vice President, the Secretary, and the
Treasurer of the Company, but shall not include any officer of any
Subsidiary or of any division, group, or other operational unit of
the Company.
(h)
“ Fiscal Year ” means
the fiscal year of the Company as from time to time in
effect.
(i)
“ Incentive Compensation
” means all compensation payable in cash pursuant to the
terms of an incentive or bonus compensation plan to an Executive
Officer for services rendered as an Executive Officer.
(j)
“ Initial Payment Date
” means the date determined by section 6 as the date on which
distribution of a Participant’s Account is to
commence.
(k)
“ 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
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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.
(l)
“ Participant ” means
an Executive Officer who has filed an election to participate in
the Plan or has an undistributed balance in one or more
Accounts.
(m)
“ Salary ” means the
base salary of an Executive Officer as from time to time in effect
during a Fiscal Year.
(n)
“ Subsidiary ” means
each subsidiary of the Company in which the Company owns not less
than a 50% equity interest.
(o)
“ Termination of Employment
” means the termination of a Participant’s employment
with the Company and each member of the Controlled
Group.
4.
Deferral of Salary and Incentive
Compensation .
(a)
Annual Election
. Each Executive Officer may elect
before January 1 of each Fiscal Year beginning prior to
January 1, 2009 (each such Fiscal Year a separate
“Election Year”), to defer the payment of (i) not more
than 50% of the Executive Officer’s Salary for such Election
Year, and (ii) all or any portion of the Incentive Compensation
attributable to such Election Year, whether or not payment of such
Incentive Compensation would otherwise be made on or before the
last day of such Election Year. An election by an Executive
Officer pursuant to this section 4(a) shall be effective only with
respect to the Executive Officer’s Salary and Incentive
Compensation which is attributable to the performance of services
during such Election Year and shall remain in effect only through
the last day of the Election Year.
(b)
New Executive Officer
. Notwithstanding any other
provision of section 4(a), if a person first becomes an Executive
Officer during a Fiscal Year which begins prior to
January 1, 2009, such Executive Officer may, within 30
days of his election or appointment, elect to become a Participant
with respect to 50% of the Executive Officer’s Salary and all
or any portion of the Incentive Compensation attributable to such
Fiscal Year (the “Initial Election Year”), whether or
not payment of such Incentive Compensation would otherwise be made
on or before the last day of such Initial Election Year. An
election by an Executive Officer pursuant to this section 4(b)
shall be effective with respect to the Executive Officer’s
Salary and Incentive Compensation which is attributable to the
performance of services during the Initial Election Year which is
subsequent to such election or which is first determinable after
the date such election is made and shall remain in only through the
last day of the Initial Election Year;
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provided, however, that such election
shall be applicable only to such portion of the Executive
Officer’s Incentive Compensation attributable to the Election
Year as is determined by multiplying the Executive Officer’s
total Incentive Compensation by a fraction, (1) the numerator of
which is the number of days in the Election Year subsequent to the
date of such election and (2) the denominator of which is the
number of days in the Election Year in which the Executive Officer
was employed in a position in which he was eligible to earn said
Incentive Compensation. Any election to defer payment of
Salary or Incentive Compensation other than the election of an
Executive Officer under this section 4(b) with respect to the
Initial Election Year shall be governed by the provisions of
section 4(a).
(c)
Payment of Deferred Amounts
. Salary or Incentive Compensation
deferred pursuant to this section 4 shall be distributable in
accordance with section 6 only after such Participant’s
Termination of Employment. Any portion of an Executive
Officer’s Salary or Incentive Compensation not subject to an
election made in accordance with this section 4 shall be paid to
the Executive Officer in cash in accordance with the
Company’s usual and customary pay practices for such type of
compensation.
5.
Accounting and Elections
.
(a)
Accounts . The Company shall establish an Account for
each Election Year in the name of each Executive Officer who has
elected to defer the payment of Salary or Incentive Compensation,
or both, pursuant to section 4. Each Participant’s
Account shall be credited with the Salary or Incentive
Compensation, or both, deferred by the Participant for a single
Election Year and any interest credited on such amounts pursuant to
section 5(c).
(b)
Crediting of Deferred
Amounts . As of each
date on which the Company
