Exhibit 10.2
VERSO PAPER CORP.
2008 INCENTIVE AWARD
PLAN
RESTRICTED STOCK AWARD GRANT
NOTICE
AND
RESTRICTED STOCK AWARD
AGREEMENT
Verso Paper Corp., a Delaware
corporation (the “ Company ”), pursuant to its
2008 Incentive Award Plan, as amended (the “ Plan
”), hereby awards to the individual listed below (“
Participant ”) that number of shares of the
Company’s common stock, par value $.01 per share (“
Common Stock ”), set forth below (the “
Shares ”), subject to all of the terms and conditions
set forth herein and in the Restricted Stock Award Agreement
attached hereto as Exhibit A (the “ Restricted
Stock Agreement ”) (including, without limitation, the
Restrictions on the Shares set forth in the Restricted Stock
Agreement) and in the Plan, each of which is incorporated herein by
reference. Unless otherwise defined herein, the terms defined in
the Plan shall have the same defined meanings in this Restricted
Stock Award Grant Notice (the “ Grant Notice ”)
and the Restricted Stock Agreement. The Restricted Stock award
evidenced by this Grant Notice and the Restricted Stock Agreement
shall be referred to herein as the “ Award
.”
Participant:
Grant Date:
Total Number of Shares of
Restricted Stock:
shares
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Vesting Schedule:
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Subject to the
terms and conditions of the Restricted Stock Agreement, the Award
shall vest and the Restrictions on the Shares shall lapse with
respect to 1 / 3
of the Shares 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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By his or her signature and the
Company’s signature below, Participant agrees to be bound by
the terms and conditions of the Plan, the Restricted Stock
Agreement and this Grant Notice. Participant has reviewed the
Restricted Stock 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 Restricted Stock Agreement and
the Plan. Participant hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the
Administrator of the Plan upon any questions arising under the
Plan, this Grant Notice or the Restricted Stock
Agreement.
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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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EXHIBIT A
TO
RESTRICTED STOCK AWARD GRANT
NOTICE
RESTRICTED STOCK AWARD
AGREEMENT
Pursuant to the Verso Paper Corp.
2008 Incentive Award Plan, as amended from time to time (the
“ Plan ”), and the Restricted Stock Award Grant
Notice (the “ Grant Notice ”) to which this
Restricted Stock Award Agreement (this “ Agreement
”) is attached, Verso Paper Corp., a Delaware corporation
(the “ Company ”), has granted to Participant
that number of shares of Restricted Stock set forth 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
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
A-1
(vi) willful commission of a
material act of dishonesty involving the Company or any Subsidiary
thereof.
(c) “ Involuntary
Termination ” shall mean 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) “ 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
Participant 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. 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 Award 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.
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ARTICLE II.
AWARD OF RESTRICTED
STOCK
2.1 Award of Restricted Stock
.
(a) Award . In consideration
of Participant’s past and/or continued employment with or
service to the Company or one of its Subsidiaries, and for other
good and valuable consideration which the Administrator has
determined exceeds the aggregate par value of the Common Stock
subject to the Award (as defined below), as of the Grant Date, the
Company issues to Participant the Award described in this Agreement
(the “ Award ”). The number of shares of
Restricted Stock (the “ Shares ”) subject to the
Award is set forth in the Grant Notice. Participant is an Employee,
Director or Consultant of the Company or one of its
Subsidiaries.
(b) Purchase Price; Book Entry
Form . The purchase price of the Shares, if any, is set forth
on the Grant No
