Exhibit 10.13
APPLETON PAPERS INC.
TERMINATION PROTECTION
AGREEMENT
AGREEMENT dated as of____________, between Appleton Papers
Inc. (the "Corporation") and ____________________ (the
"Executive"). Unless otherwise indicated, terms used
herein and defined in Schedule A shall have the meanings assigned
to them in Schedule A.
WHEREAS , the Corporation desires to continue to attract
and retain skilled and dedicated management employees, by providing
post-employment benefits in the event of certain terminations of
employment; and
WHEREAS , the Corporation has employed the Executive in
the capacity of
______________________________________ at Appleton,
Wisconsin upon the terms and conditions currently reflected in
Executive's personnel file or in various minutes of the Board of
Directors; and
WHEREAS , Executive has specific duties and unique
talents which are of benefit to the Corporation;
NOW, THEREFORE , it is agreed as follows:
This Agreement
shall become effective as of ___________________ (the "Effective
Date") and shall remain in effect from time to time
thereafter. The Corporation may terminate this Agreement
by giving the Executive at least eighteen (18) months advance
written notice of termination of the
Agreement. Notwithstanding the foregoing, this Agreement
shall, if in effect on the date of a Change of Control, remain in
effect for at least two (2) years following such Change of
Control.
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Notice of
Termination of Employment .
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The Executive
agrees to give the Corporation at least two (2) months' written
advance notice of Executive's voluntary termination of employment,
other than for Good Reason, if such termination occurs prior to a
Change of Control.
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Benefits
Payable Upon Termination of Employment .
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General
Rule. In the event that, at any time other than within
two (2) years after a Change of Control, the Corporation terminates
the employment of the Executive with the Corporation other than for
misconduct or Permanent Disability, or the Executive terminates
employment for Good Reason, the Executive shall receive from the
Corporation, provided the Executive executes the Release described
in Paragraph 3(d) below:
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an annual
amount, equal to the Executive's Base Salary, payable for each of
the eighteen (18) months following termination of employment in
equal installments at the times set forth in the Corporation's
payroll policy, as in effect at the time of payment;
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reimbursement
of reasonable expenses incurred by the Executive for professional
outplacement services by qualified consultants after termination of
employment; and
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until the
earlier of (A) eighteen (18) months following the date of
termination of employment; or (B) the date on which the Executive
is employed by a new employer, medical and dental benefits at the
level provided immediately prior to the termination of employment
date. Any statutory rights of the Executive to continued
health coverage shall be governed by the Executive's actual date of
termination and not by the expiration of the salary continuation
period.
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Termination
Within Two (2) Years After a Change of Control
. In the event that
within two (2) years after a Change of Control, the Corporation
terminates the employment of the Executive, other than for
misconduct or Permanent Disability, or the Executive terminates
employment for Good Reason, the Executive shall receive from the
Corporation, within two (2) business days after such
termination:
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an amount in
cash equal to the product of two (2), multiplied by the sum of the
Executive's Base Salary and Target Bonus;
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an amount in
cash equal to the product of (A) Executive's Target Bonus and (B) a
fraction, the numerator of which is the number of days in the
Corporation's fiscal year that occurred prior to the Executive's
termination of employment and the denominator of which is 365
representing a partial bonus for the year of termination, less any
partial bonus related to the same fiscal year previously paid to
the Executive;
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if the bonus
amounts for the Corporation's fiscal year ending prior to the
Executive's termination date have not, prior to such termination,
been paid to Corporation executives generally, an amount in cash
equal to the unpaid bonuses under the Corporation's annual
executive bonus program, based on actual Corporation performance
during such fiscal year;
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reimbursement
of reasonable expenses incurred by the Executive for professional
outplacement services by qualified consultants after termination of
employment; and
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until the
earlier of twenty-four (24) months following the date of
termination of employment or the date on which the Executive is
employed by a new employer, medical and dental benefits at the
level provided immediately prior to the Change of
Control. After Executive is employed by a new employer
these benefits shall remain in effect for the term established
above, but shall become secondary to any such benefits offered by
the new employer (i.e. they will be offset by such new employer's
benefits).
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Termination
for Misconduct .
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Nothing in this
Agreement shall be construed to prevent the Corporation from
terminating Executive's employment under this Agreement for
misconduct. Such termination shall relieve the
Corporation of its obligation to make any other payments under this
Agreement, except those that may be otherwise payable under then
existing employee benefit plans, programs and arrangements of the
Corporation.
To be eligible
for and receive the benefits described in subparagraphs (a) or (b)
of this Paragraph 3, Executive must, at the time of termination of
employment, irrevocably execute a release form prescribed by the
Corporation (“Release”), file it with the person, and
within the time period, the Corporation prescribes, and the Release
must be enforceable in all respects. The purpose of the
Release is to release the Corporation from all claims and liability
arising out of the employment relationship with the Corporation,
including without limitation, claims arising under the Age
Discrimination in Employment Act ("ADEA"), Title VII of the Civil
Rights Act of 1964, and all other federal, state, local or other
laws, regulations or rules, whether arising from statute or the
common law, or in law or equity. The Release shall be in
a form that complies with regulations promulgated by the Equal
Employment Opportunity Commission (“EEOC”).
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Mitigation;
Non-Compete .
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If the
Executive's termination of employment occurs at any time other than
within two (2) years after a Change of Control:
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the amount of
the payments under Paragraph 3(a)(i) will be reduced by the amount
of any gross compensation the Executive is entitled to receive,
whether or not deferred, during the eighteen (18) month period
following the termination, from any other source of employment,
which term, for purposes of this Agreement, includes
self-employment. Provided the Executive is not in
violation of the requirements of Paragraph 5 or this Paragraph 4,
the reduction described in the preceding sentence will not apply
during the twelve (12) month period beginning on the day following
the Executive's termination of employment hereunder. As
a condition to receiving the payments under Paragraph 3(a)(i), the
Corporation may require certification of the Executive's employment
status and the Corporation may require, in the event of the
Executive's other employment, proof, in a form acceptable to the
Corporation, of the Executive's rate of gross compensation from the
Executive's new employer.
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the
Corporation's obligation to make payments under Paragraph 3(a)
shall cease completely and immediately if, without its prior
written consent, at any time before all such payments have been
made as scheduled, the Executive shall directly or indirectly
(whether as a shareholder, owner, partner, consultant, employee, or
otherwise), engage in any of the "major businesses" in which the
Corporation or its subsidiaries are engaged. A "major
business" for this purpose is any business segment of the
Corporation or any of its subsidiaries (e.g. carbonless copy paper,
thermal paper, or other business segments) on the date of
termination of employment that produced in the last fiscal year of
the Corporation which ended before the termination occurred, or is
projected to produce in the fiscal year in which the termination
occurs or in either of the two succeeding fiscal years after the
date of termination, more than 5% of the revenues of the
Corporation. For this purpose, the Executive shall be
deemed not a shareholder of a
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