Exhibit 10.16
WAUSAU PAPER CORP.
EXECUTIVE DEFERRED COMPENSATION
PLAN
(as amended December 17,
2008)
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WAUSAU PAPER CORP.
EXECUTIVE DEFERRED COMPENSATION
PLAN
1.
Restatement of Plan.
Wausau Paper Corp. (“the
Company”) previously adopted the Wausau Paper Corp. Executive
Deferred Compensation Plan (the “Plan”) effective as of
April 17, 2003. The Plan is hereby amended and
restated effective December 17, 2008 solely to implement the
termination of the Plan effective December 17, 2008 and
liquidation of the Plan on December 21, 2009.
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 the account established pursuant to
section 5(a) to record the Salary or Incentive Compensation, or
both, deferred by a Participant.
(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.
(c)
“Compensation
Committee” means the
Compensation Committee of the Board of Directors of the
Company.
(d)
“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.
(e)
“Fiscal Year”
means the fiscal year of the Company as
from time to time in effect.
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(f)
“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.
(g)
“Initial Payment
Date” means the date
determined by section 6 as the date on which distribution of a
Participant’s Account is to commence.
(h)
“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 Compensation
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.
(i)
“Participant”
means a Executive Officer who has an
undistributed balance in his Account.
(j)
“Salary”
means the base salary of an Executive
Officer as from time to time in effect during a Fiscal
Year.
(k)
“Subsidiary”
means each subsidiary of the Company in
which the Company owns not less than a 50% equity interest.
(l)
“Termination of
Employment” means the
termination of a Participant’s employment by the Company and
each of its Subsidiaries.
4.
Deferral of Salary and Incentive
Compensation.
(a)
Annual Election.
Each Executive Officer may elect
(i) before May 17, 2003, with respect to the Fiscal Year ending
December 31, 2003, and (ii) before January 1 of any subsequent
Fiscal Year, to defer the payment of (x) not more than 50% of the
Executive Officer’s Salary for such Fiscal Year, and (y) all
or any portion of the Incentive Compensation attributable to such
Fiscal Year, whether or not payment of such Incentive Compensation
would otherwise be made on or before the last day of such Fiscal
Year. An election by an Executive Officer pursuant to this
section 4(a) shall be effective with respect to the Executive
Officer’s Salary and Incentive Compensation which is
attributable to the performance of future services or which is
first determinable after the date such election is made and shall
remain in effect until revoked or amended, provided, however, that
any such revocation or amendment shall only be effective with
respect to Fiscal Years beginning after the date written notice of
such revocation or amendment is first received by the Company.
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(b)
New Executive Officer.
Notwithstanding any other provision
of section 4(a), if a person first becomes an Executive Officer
during a Fiscal Year, 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, whether or not payment of such Incentive Compensation
would otherwise be made on or before the last day of such Fiscal
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 future services or which is
first determinable after the date such election is made and shall
remain in effect until revoked or amended, provided, however, that
any such revocation or amendment shall only be effective with
respect to Fiscal Years beginning after the date written notice of
such revocation or amendment is first received by the Company.
Any election other than the initial election of an Executive
Officer under this section 4(b) 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 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.
(b)
Crediting of Deferred
Amounts. As of each date
on which the Company would otherwise make a payment of a
Participant’s Salary or Incentive Compensation, as the case
may be, that portion of the Participant’s Salary or Incentive
Compensation which is subject to a valid deferral election pursuant
to section 4 shall be credited by the Company to the
Participant’s Account.
(c)
Crediting Interest.
On the last day of each calendar
month, up to and including a Participant’s Initial Payment
Date, interest at the Prime Rate shall be credited to the
Participant’s Account based on the average daily balance in
the Account during the month and the number of days in the
month.
(d)
Discretionary Company
Contributions. The
Compensation Committee may, in its sole discretion, authorize the
Company to make contributions to the Account of one or more
Participants in such amounts, at such time or times, and on such
additional terms and conditions as the Committee deems appropriate
to further the purposes of the Plan and the Company’s
compensation policies for Executive Officers. Any such
contributions shall be credited to the Participant’s Account
as of the date specified for such contribution.
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(e)
Annual Report. Within 60 days of the end of each Fiscal Year
in which this Plan is in effect, the Company shall furnish each
Participant a statement of the year end balance in such
Participant’s Account.
6.
Distribution of Deferred
Amounts.
(a)
Initial Payment Date.
The Initial Payment Date of a
Participant shall be the later of (i) the last day of the calendar
month in which occurs the Participant’s Termination of
Employment (the “Basic Initial Payment Date”) and (ii)
the last day of any month specified by the Participant as the
Participant’s Initial Payment Date in a written election
filed with the Company not less than one year prior to his
Termination of Employment, but in no event shall the Initial
Payment Date specified pursuant to this clause (ii) be a date later
than the last day of the month in which the Participant’s
65th birthday occurs.
(b)
Ending Balance.
The “Ending Balance” of
a Participant’s Account means the balance of the Account
determined as of the Initial Payment Date.
(c)
Distribution. Subject to the provisions of section 8
concerning a change of control, on a Participant’s Initial
Payment Date, distribution of the Ending Balance shall be made in
cash in accordance with the following:
(i)
Automatic Form of Payment.
In 120 monthly installments
(beginning on the Initial Payment Date) in an amount which is
determined in accordance with the following:
(A)
the monthly payment for the first twelve
months shall be equal to the amount necessary to amortize in 120
equal monthly payments a loan in an amount equal to the Ending
Balance bearing interest at the Prime Rate which is or would then
be used to credit interest pursuant to section 4(c); and
(B)
on each anniversary of the Initial
Payment Date, the amount of each of the next twelve monthly
payments shall be recalculated and shall, for the twelve-month
period beginning on each such anniversary, be equal to the amount
necessary to amortize a loan in an amount equal to the then unpaid
Ending Balance at the Prime Rate which is or would then be used to
credit interest pursuant to section 4(c) in monthly payments over
the Remaining Payment Period. As of any such anniversary, the
“Remaining Payment Period” shall be equal to the
remainder of (1) 120, minus (2) the number of payments which have
then been made.
(ii)
Elective Forms of
Distribution. A
Participant may elect that payment of the Participant’s
Ending Balance shall be made in one of the following forms,
provided, however, that such election shall be effective only on
the first anniversary of the date on
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