Exhibit 10.11
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.
(a) 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 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, the last day of the third
month following the date of such
termination of Service; or
-1-
(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.
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(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(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. 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]
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 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
