Exhibit 10.1
VERSO PAPER CORP.
2008 INCENTIVE AWARD
PLAN
STOCK OPTION GRANT
NOTICE
AND
STOCK OPTION
AGREEMENT
Verso Paper Corp., a Delaware
corporation (the “ Company ”), pursuant to its
2008 Incentive Award Plan, as amended (the “ Plan
”), hereby grants to the individual listed below (“
Participant ”), an option to purchase the number of
shares of the Company’s common stock, par value $.01 per
share (“ Common Stock ”), set forth below (the
“ Option ”). The Option is subject to all of the
terms and conditions set forth herein and in the Stock Option
Agreement attached hereto as Exhibit A (the “ Stock
Option Agreement ”) and the Plan, which are incorporated
herein by reference. Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this
Stock Option Grant Notice (the “ Grant Notice ”)
and the Stock Option Agreement.
Participant:
Grant Date:
Total Number of Shares Subject to
Option:
shares
Exercise Price per
Share: $
Total Exercise Price:
$
Expiration Date:
Type of
Option:
¨
Incentive
Stock
Option
x
Non-Qualified Stock
Option
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Vesting Schedule:
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Subject to the
terms of the Stock Option Agreement (including, without limitation,
all exhibits thereto), the Option shall vest and become exercisable
with respect to 1 / 3
of the shares of Common Stock
covered thereby on each of the first three anniversaries of the
Grant Date, provided in each case that Participant is an Eligible
Individual (as defined in the Plan) at all times during the period
beginning on the Grant Date and ending on the applicable vesting
date.
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[Signatures are on next
page.]
By his or her signature, Participant
agrees to be bound by the terms and conditions of the Plan, the
Stock Option Agreement and this Grant Notice. Participant has
reviewed the Stock Option Agreement, the Plan and this Grant Notice
in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Grant Notice and fully understands
all provisions of this Grant Notice, the Stock Option Agreement and
the Plan. Participant hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the
Committee upon any questions arising under the Plan or relating to
the Option.
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VERSO PAPER
CORP.
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PARTICIPANT
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By:
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Signature:
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Print Name:
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Print Name:
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Title:
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Address:
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6775 Lenox
Center Court
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Address:
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Suite
400
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Memphis, TN
38115-4436
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2
EXHIBIT A
TO
STOCK OPTION GRANT
NOTICE
STOCK OPTION
AGREEMENT
Pursuant to the Stock Option Grant
Notice (the “ Grant Notice ”) to which this
Stock Option Agreement (this “ Agreement ”) is
attached, Verso Paper Corp., a Delaware corporation (the “
Company ”), has granted to Participant an option (the
“ Option ”) under the Company’s 2008
Incentive Award Plan, as amended (the “ Plan ”),
to purchase the number of shares of Common Stock indicated in the
Grant Notice.
ARTICLE I.
GENERAL
1.1 Defined Terms . Wherever
the following terms are used in this Agreement they shall have the
meanings specified below, unless the context clearly indicates
otherwise. Capitalized terms not specifically defined herein shall
have the meanings specified in the Plan and the Grant
Notice.
(a) “ Administrator
” shall mean the entity that conducts the general
administration of the Plan as provided in Article 12 of the Plan.
With reference to the duties of the Committee under the Plan which
have been delegated to one or more persons pursuant to
Section 12.6 of the Plan, or as to which the Board has
assumed, the term “Administrator” shall refer to such
person(s) unless the Committee or the Board has revoked such
delegation or the Board has terminated the assumption of such
duties.
(b) “ Cause ”,
when used in connection with a Termination of Service of a
Participant, means a Termination of Service of Participant by the
Company or any Subsidiary thereof due to
Participant’s:
(i) material breach of his or her
obligations under any agreement with the Company or any Subsidiary
thereof, which he or she fails to cure within 15 days after receipt
of a written notice of such breach (to the extent that, in the
reasonable judgment of the Committee, such breach can be cured by
Participant);
(ii) willful failure to perform his
or her material duties, which he or she fails to cure within 15
days after receipt of a written notice of such failure to perform
(to the extent that, in the reasonable judgment of the Committee,
such failure to perform can be cured by Participant);
(iii) material breach of the
Company’s or any of its Subsidiaries’ written policies
or procedures, which he or she fails to cure within 15 days after
receipt of a written notice of such breach (to the extent that, in
the reasonable judgment of the Committee, such breach can be cured
by Participant);
(iv) willful misconduct which causes
material harm to the Company or any Subsidiary thereof or their
respective business reputations, which he or she fails to cure
within 15 days after receipt of a written notice of such misconduct
(to the extent that, in the reasonable judgment of the Committee,
such misconduct can be cured by Participant);
(v) commission of a felony or a
crime of moral turpitude; or
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(vi) willful commission of a
material act of dishonesty involving the Company or any Subsidiary
thereof.
(c) “ Involuntary
Termination ” shall mean a Participant’s
Termination of Service due to:
(i) a material reduction in
Participant’s authorities or duties (not including a change
in title, provided that such authorities and duties are similar and
are performed in the same functional area) following a Change in
Control, as compared to Participant’s authorities and duties
with the Company or its Subsidiaries immediately prior to such
Change in Control;
(ii) any material reduction in
Participant’s annual base salary in effect immediately prior
to a Change in Control, except for any broad based salary reduction
affecting employees of the Company who are similarly situated to
Participant; or
(iii) a material reduction in the
overall value of Participant’s target bonus, profit sharing
and other incentive compensation opportunities in effect
immediately prior to a Change in Control, except for any broad
based bonus, profit sharing, or other incentive compensation
reduction affecting employees of the Company who are similarly
situated to Participant.
(d) “ Retirement
” shall mean a Participant’s Termination of Service due
to Participant’s resignation after (1) attaining at
least age 50 with at least 15 years of continuous service with
Company or its Subsidiaries, (2) attaining at least age 55
with at least ten years of continuous service with the Company or
its Subsidiaries, or (3) attaining at least age 60 with at
least five years of continuous service with the Company or its
Subsidiaries.
(e) “ Termination of
Service ” shall mean:
(i) As to a Consultant, the time
when the engagement of a Participant as a Consultant to the Company
or a Subsidiary is terminated for any reason, with or without
Cause, including, without limitation, by resignation, discharge,
death or retirement, but excluding terminations where the
Consultant simultaneously commences or remains in employment or
service with the Company or any Subsidiary.
(ii) As to a Non-Employee Director,
the time when a Participant who is a Non-Employee Director ceases
to be a Director for any reason, including, without limitation, a
termination by resignation, removal or failure to be elected, death
or retirement, but excluding terminations where the Participant
simultaneously commences or remains in employment or service with
the Company or any Subsidiary.
(iii) As to an Employee, the time
when the employee-employer relationship between a Participant and
the Company or any Subsidiary is terminated for any reason,
including, without limitation, a termination by resignation,
discharge, death, disability or retirement, or an Involuntary
Termination, but excluding terminations where the Participant
simultaneously commences or remains in employment or service with
the Company or any Subsidiary.
The Administrator, in its sole
discretion, shall determine the effect of all matters and questions
relating to Terminations of Service, including, without limitation,
the question of whether a Termination of Service resulted from a
discharge for cause and all questions of whether particular leaves
of absence constitute a Termination of Service; provided, however,
that with respect to Incentive Stock Options, unless the
Administrator otherwise provides in the terms of the Award
Agreement or otherwise, a leave of absence, change in status from
an employee to an independent contractor or other change in the
employee-employer
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relationship shall constitute a Termination of
Service only if, and to the extent that, such leave of absence,
change in status or other change interrupts employment for the
purposes of Section 422(a)(2) of the Code and the then
applicable regulations and revenue rulings under said Section. For
purposes of the Plan, a Participant’s employee-employer
relationship or consultancy relations shall be deemed to be
terminated in the event that the Subsidiary employing or
contracting with such Participant ceases to remain a Subsidiary
following any merger, sale of stock or other corporate transaction
or event (including, without limitation, a spin-off).
1.2 Incorporation of Terms of
Plan . The Option is subject to the terms and conditions of the
Plan which are incorporated herein by reference. In the event of
any inconsistency between the Plan and this Agreement, the terms of
the Plan shall control.
ARTICLE II.
GRANT OF OPTION
2.1 Consideration to the
Company . In consideration of the grant of the Option by the
Company, Participant agrees to render faithful and efficient
services to the Company or any Subsidiary. Nothing in the Plan or
this Agreement shall confer upon Participant any right to continue
in the employ or service of the Company or any Subsidiary or shall
interfere with or restrict in any way the rights of the Company and
its Subsidiaries, which rights are hereby expressly reserved, to
discharge or terminate the services of Participant at any time for
any reason whatsoever, with or without Cause, except to the extent
expressly provided otherwise in a written agreement between the
Company or a Subsidiary and Participant.
ARTICLE III.
PERIOD OF
EXERCISABILITY
3.1 Commencement of
Exercisability .
(a) Subject to Sections 3.1(b),
3.1(c) and 3.3, the Option shall become vested and exercisable in
such amounts and at such times as are set forth in the Grant
Notice. The number of shares subject to vesting on each vesting
date shall be rounded down to the nearest whole number, provided
that on the final vesting date all shares that have not been
eligible to become vested on any prior vesting date(s) because of
the foregoing rounding convention shall be subject to vesting on
the final vesting date.
(b) Any portion of the Option which
remains unvested at the date of Participant’s Termination of
Service shall thereupon be forfeited, except as may otherwise be
provided herein or by action of the Administrator following the
Grant Date.
(c) Notwithstanding Sections 3.1(a)
and 3.1(b):
(i) Unless otherwise provided by the
Administrator in accordance with the terms of the Plan (including,
without limitation, Section 13.2(b) of the Plan), and except
as otherwise provided below, in the event of a Change in Control,
the Company shall, in accordance with Section 13.2(b)(ii) of
the Plan, require that the Option be assumed by the successor or
survivor corporation, or a parent or subsidiary thereof, or that
the Option be substituted for by similar options, rights or awards
covering the stock of the successor or survivor corporation, or a
parent or subsidiary thereof, with appropriate adjustments as to
the number and kind of shares and prices, and the Option shall
continue to be eligible to become vested and exercisable in such
amounts and at such times as are set forth in the Grant Notice,
subject to the foregoing adjustments.
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(ii) In the event of
Participant’s death or Disability, or in the event of
Participant’s Termination of Service by the Company without
Cause on or prior to the consummation of a Change in Control, the
Option shall become vested and exercisable with respect to a
pro-rata percentage of the Option (determined on a quarterly basis
and based on the number of completed quarters that have elapsed
from the most recent vesting date through the date of Termination
of Service).
(iii) In the event of
Participant’s Termination of Service within six months
immediately following a Change in Control (A) by the Company
without Cause or (B) by Participant by reason of an
Involuntary Termination, the
