Exhibit 10.12
WAUSAU PAPER CORP.
2000 STOCK INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
FOR
DIRECTORS
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.
(a) Exercise During Optionee's
Lifetime. This Option
has been granted
by reason of the Optionee's status as a
Director and is exercisable during the
Optionee's lifetime only by him and only if
this Option is exercised on or
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
twentieth 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, three months 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;
-1-
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.
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(c)
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(a)(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. 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 date of exercise
shall be the
date such written notice and payment in a
manner provided in subparagraph 4(c)
have been delivered to the Secretary of the
Corporation either in person or by
depositing said notice and payment of the
purchase price in the United States
mail, postage prepaid and addressed to the
Secretary of the Corporation at the
Corporation's home business office.
(b)
Minimum Number
of Shares. This Option
may be exercised in whole or
in part, but cannot be exercised with
respect to any fractional Shares.
(c)
Payment for
Shares. A notice of
exercise shall be accompanied by
payment of the full purchase price of such
Shares (plus minimum required tax
withholding, if any) by:
(i) tendering
cash (in the form of a check or otherwise) in such
amount;
(ii) except as
otherwise provided by the Committee prior to
exercise of this Option, tendering Shares,
by delivery of certificates or by
attesta
