Exhibit 10.1
WAUSAU PAPER CORP.
2000 STOCK OPTION PLAN
STANDARD FORM OF
NON-QUALIFIED
STOCK OPTION AGREEMENT
Agreement made as of ______________ (the
“Date of Grant”) between Wausau Paper Corp., a
Wisconsin corporation with its principal place of business at
Mosinee, Wisconsin (the “Corporation”), and
________________ (the “Optionee”) for the purpose of
granting the Option described below under the terms of the Wausau
Paper Corp. 2000 Stock Incentive Plan (the
“Plan”).
1.
Grant of Option.
The Corporation hereby grants the
Optionee as of the Date of Grant the Option to purchase __________
shares of the common stock of the Corporation (the
“Shares”) upon the terms and conditions of the Plan,
including those hereinafter stated.
2.
Purchase Price.
The Option Price shall be $______
for each Share.
3.
Time of Exercise.
(_)
Initial Exercisability and
Vesting . This Option
may be exercised as to any or all of the Shares subject to this
Option twelve months subsequent to the Date of Grant, if, but only
if, Optionee has then been continuously employed by the Corporation
or one of its Subsidiaries since the Date of Grant. [Committee
Optional Provision]
(_)
Extent to Which Option is
Exercisable. This Option
shall first become exercisable:
(i)
As to _____ Shares on ______________, if
Optionee has not then incurred a Termination of Service;
(ii)
As to an additional _____ Shares on
______________, if Optionee has not then incurred a Termination of
Service; and
(iii)
As to the last _____ Shares on
______________, if Optionee has not then incurred a Termination of
Service. [Committee Optional Provision]
(_)
Exercise During Optionee’s
Lifetime. This Option
has been granted by reason of the Optionee’s status as a
current or prospective employee and is exercisable during the
Optionee’s lifetime only by him [only to the extent it has
become exercisable pursuant to subparagraph 3(a)] [Committee
Optional Provision] and only if this Option is exercised on
or
-1-
before the Expiration Date of this
Option. For purposes of this Agreement, the term
“Expiration Date” of this Option means the first to
occur of:
(i)
the tenth anniversary of the Date of
Grant;
(ii)
if the Optionee’s Termination of
Service occurs because of the death of the Optionee, the first
anniversary of the Optionee’s death;
(iii)
if the Optionee’s Termination of
Service occurs because of the Disability of the Optionee, the first
anniversary of the Optionee’s Termination of
Service;
(iv)
if the Optionee’s Termination of
Service occurs because of the Retirement of the Optionee, the
second anniversary of the Optionee’s Termination of
Service;
(v)
if the Optionee’s Termination of
Service occurs because of a reason other than Disability,
Retirement, or death, 90 days after the date of such Termination of
Service; or
(vi)
if the Optionee’s Termination of
Service occurs because of Cause, the date of such Termination of
Service;
provided, however, that notwithstanding
the foregoing, in the event the Optionee incurs a Termination of
Service for a reason other than for Cause during the 12-month
period following a Change in Control of the Corporation, this
Option shall be exercisable in accordance with the terms of Section
6.3(e)(vi) of the Plan.
(b)
Exercise After Optionee’s
Death. In the event of
Termination of Service by reason of the Optionee’s death,
this Option may be exercised in whole or in part prior to the
Expiration Date specified in subparagraph 3(_)(ii) by his estate or
his designee by will to the extent this Option was exercisable by
the Optionee immediately prior to his death, but only on or before
the first anniversary of the Optionee’s death. In the
event of the Optionee’s death after he had incurred a
Termination of Service by reason of Disability or Retirement, this
Option may be exercised in whole or in part by the Optionee’s
estate or his designee by will on or before the first to occur of
(i) the Expiration Date specified in subparagraph 3(a)(iii) or
(iv), as the case may be, and (ii) the first anniversary of the
Optionee’s death, but only to the extent this Option was
exercisable by the Optionee immediately prior to his
death.
4.
Restriction on Transfer of
Shares. Notwithstanding
any other provision of this Agreement, the Shares issued to
Optionee upon exercise of this Option shall not be transferable by
Optionee until the first to occur of (a) the ___anniversary of the
Date of Grant, (b) the Optionee’s Termination of Employment,
and (c) a Change in Control of the Corporation. Certificates
representing Shares purchased pursuant to this Option shall bear a
legend as to any such applicable restriction on transfer.
[Committee Optional Provision]
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5.
Method of Exercise.
(a)
Notice of Exercise.
This Option shall be exercisable by
written notice to the Secretary of the Corporation at its principal
place of business at Mosinee, Wisconsin. Such notice shall be
in substantially the form set forth as Form 1 attached to this
Agreement and shall state the exact number of Shares as to which
this Option is being exercised and shall be signed by the person or
persons exercising this Option. The da
