Exhibit 10.29
BLUE RIDGE HOLDING
CORP.
2005 EMPLOYEE STOCK UNIT
PLAN
1.
PURPOSE
The purpose of the Plan is to
provide performance-based awards of restricted stock units (“
Restricted Stock Units ”) in respect of the common
stock of the Parent to key executives of the Company in order to
better align the interests of the executives with those of the
stockholders of the Parent.
2.
DEFINITIONS
For purposes of the Plan and, unless
otherwise provided in an Award Agreement, each Award
Agreement:
(a)
“
Award ” shall mean a grant of Restricted Stock Units
made to a Participant pursuant to the terms of the
Plan.
(b)
“ Award
Agreement ” shall mean a written agreement between the
Company and a Participant evidencing an Award and describing its
terms and conditions.
(c)
“
Board ” shall mean the Board of Directors of the
Company.
(d)
“
Committee ” shall mean the Board, or any committee
thereof, comprised of no fewer than two directors, appointed by the
Board to administer the Plan.
(e)
“ Common
Stock ” shall mean shares of common stock of the Parent,
par value $0.01 per share.
(f)
“
Company ” shall mean Blue Ridge Paper Products, Inc.
and any successor thereto.
(g)
“
Parent ” shall mean Blue Ridge Holding Corp., a
Delaware corporation.
(h)
“ Parent
Board ” shall mean the Board of Directors of the
Parent.
(i)
“
Participant ” shall mean each executive of the Company
so designated by the Committee in accordance with
Section 4.
(j)
“
Plan ” shall mean the Blue Ridge Paper Products, Inc.
2005 Employee Stock Unit Plan as set forth herein.
(k)
“ Plan
Effective Date ” shall have the meaning set forth in
Section 20.
(l)
“
Restricted Stock ” shall mean shares of restricted
Common Stock that will vest and become non-forfeitable under
Section 6.1 hereof.
(m)
“
Restricted Stock Unit ” shall mean shares of
restricted Common Stock that will vest and become non-forfeitable
under Section 6.1 hereof.
(n)
“
Stockholders’ Agreement ” shall mean the
Stockholders’ Agreement, dated as of May 14, 1999,
between the Parent and the Stockholders listed therein, as amended,
modified and supplemented from time to time.
3.
ADMINISTRATION
AND INTERPRETATION OF THE PLAN
(a)
The Plan shall be
administered by the Committee. The Committee shall have the
exclusive authority and responsibility to: (i) interpret
the Plan; (ii) authorize the payment of all benefits and expenses
of the Plan as they become payable under the Plan;
(iii) adopt, amend and rescind rules and regulations relating
to the Plan; and (iv) make all other determinations and take
all other actions necessary or desirable for the Plan’s
administration including, without limitation, correcting any
defect, supplying any omission or reconciling any inconsistency in
the Plan in the manner and to the extent it shall deem necessary to
carry the Plan into effect.
(b)
All decisions of
the Committee on any question concerning the selection of
Participants and the interpretation and administration of the Plan
shall be final, conclusive and binding upon all parties. The
Committee may rely on information, and consider recommendations,
provided by the executives of the Company.
4.
ELIGIBILITY AND
PARTICIPATION
(a)
Employees of the
Company eligible to participate in the Plan shall be as determined
by the Committee.
(b)
No person shall
be a participant in the Plan unless he or she is designated as a
Participant and is issued an Award Agreement.
5.
RESTRICTED STOCK
UNIT AWARDS
(a)
Common Stock
Reserved for Awards . A maximum of 250,000
shares of Common Stock shall be reserved and available for Awards
under the Plan subject to adjustment for any recapitalization,
reclassification, stock dividend, stock split, reverse stock split
or other similar change in the Parent’s capital stock.
The appropriate extent and manner of such adjustments shall be
determined by the Parent Board or, if so delegated by the Parent
Board, by the Committee. Shares of Common Stock underlying
Awards that are forfeited, canceled, or otherwise terminated
hereunder shall be added back to the shares of Common Stock
available for Awards under the Plan. Shares of Common Stock
available for issuance under the Plan may be authorized but
unissued shares of Common Stock or shares of Common Stock
reacquired by the Parent and held in its treasury.
2
(b)
Award
Agreement . Each Participant to
whom an Award has been made shall enter into an Award Agreement,
the terms of which shall not be inconsistent with the Plan.
The Committee retains discretion to make Awards subject to
compliance with restrictive covenants relating to matters such as
confidentiality, non-solicitation of employees, customers and
suppliers, non-competition and non-disparagement, and to so provide
in an Award Agreement or other writing.
6.
VESTING AND
SETTLEMENT OF RESTRICTED STOCK UNIT AWARDS
(a)
Vesting
. Vesting
terms for all Awards shall be as determined by the Committee in its
sole discretion.
(b)
Event
Resulting in Immediate Forfeiture of Award . Unless otherwise
provided in an individual employment agreement or unless the
Committee provides otherwise in an Award Agreement, a
Participant
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