EXHIBIT 10(h)
MOSINEE SUPPLEMENTAL
RETIREMENT PLAN
Page
ARTICLE I
PURPOSE AND ADMINISTRATION OF THE PLAN . . . . . 1
1.1 Purpose . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Administration. . . . . . . . . . . . . . . . . . . 1
1.3 Effective Date. . . . . . . . . . . . . . . . . . . 1
ARTICLE II
DEFINITIONS. . . . . . . . . . . . 2
2.1 Definitions . . . . . . . . . . . . . . . . . . . . 2
2.2 Definitions Incorporated by Reference . . . . . . . 3
ARTICLE III
PARTICIPATION. . . . . . . . . . . . 4
3.1 Participation . . . . . . . . . . . . . . . . . . . 4
3.2 Service . . . . . . . . . . . . . . . . . . . . . . 4
3.3 Termination of Participation and Reemployment . . . 4
ARTICLE IV
BENEFITS . . . . . . . . . . . . . 5
4.1 Normal Retirement Benefits of Corporate Officers. . 5
4.2 Normal Benefits of Other Executive Officers . . . . 5
4.3 Early Retirement Benefits of Executive Officers . . 5
4.4 Surviving Spouse Benefits . . . . . . . . . . . . . 6
4.5 Form, Commencement and Duration of Payments . . . . 6
4.6 Change of Control . . . . . . . . . . . . . . . . . 7
4.7 Forfeiture of Benefits. . . . . . . . . . . . . . . 10
4.8 Inalienability of Benefits. . . . . . . . . . . . . 11
4.9 Facility of Payments. . . . . . . . . . . . . . . . 11
4.10 Claims Procedure. . . . . . . . . . . . . . . . . . 11
ARTICLE V
PROVISION FOR BENEFITS. . . . . . . . . . 12
5.1 Assets of the Company . . . . . . . . . . . . . . . 12
ARTICLE VI
AMENDMENT AND TERMINATION OF THE PLAN . . . . . . 13
6.1 Amendment . . . . . . . . . . . . . . . . . . . . . 13
6.2 Termination . . . . . . . . . . . . . . . . . . . . 13
ARTICLE VII
MISCELLANEOUS . . . . . . . . . . . 14
7.1 Nonguarantee of Employment. . . . . . . . . . . . . 14
7.2 Action by the Company . . . . . . . . . . . . . . . 14
7.3 Agreement Binding on Successors . . . . . . . . . . 14
7.4 Construction. . . . . . . . . . . . . . . . . . . . 14
7.5 Titles. . . . . . . . . . . . . . . . . . . . . . . 14
7.6 Governing Law . . . . . . . . . . . . . . . . . . . 14
MOSINEE SUPPLEMENTAL RETIREMENT PLAN
Mosinee Paper Corporation, a Wisconsin corporation, hereby
establishes the Mosinee Supplemental Retirement Plan in accordance
with the terms and conditions herein contained.
ARTICLE I
PURPOSE AND ADMINISTRATION OF THE PLAN
1.1 PURPOSE. The Company hereby establishes the Plan for
the purpose of providing deferred compensation (within the meaning
of section 201(2) of the Employee Retirement Income Security Act
of 1974) for executive officers of the Company.
1.2 ADMINISTRATION. The Plan shall be administered by the
Company.
1.3 EFFECTIVE DATE. The effective date of the Plan shall be
September 1, 1994.
ARTICLE II
DEFINITIONS
2.1 DEFINITIONS. The following terms shall have the
meanings set forth below:
(a) "Average Compensation" means (1) an aggregate amount
determined by the sum of (A) the Participant's salary
for a calendar year and earned bonus attributable to
such calendar year and (B) any compensation deferred
under a plan qualified under Section 401(k) of the Code
or under a plan which satisfies the requirements of
section 125 of the Code during such calendar year, for
the 5 calendar years of the Executive Officer's most
recent 10 years of Continuous Service as an Executive
Officer in which the largest aggregate amount of such
compensation was earned and/or deferred for him for
service as an Executive Officer for all or any portion
of each of such calendar years, divided by (2) 12;
provided, however, that if a Participant did not perform
services for 5 calendar years as an Executive Officer,
such determinations shall be based on such earned and/or
deferred compensation for each complete calendar year in
which the Participant was an Executive Officer.
(b) "Early Retirement Age" means the date on which an
Executive Officer has attained age 55 and completed 10
years of Continuous Service as an Executive Officer.
(c) "Executive Officer" means (1) the President and each
corporate Vice President of the Company, (2) the Vice
President and General Manager of each of The Sorg Paper
Company or Bay West Paper Corporation (3) the Vice
President and General Manager of each of the Pulp and
Paper and Converted Products Divisions of the Company
and (4) such other officer or officers of the Company,
its subsidiaries or divisions as the Board of Directors
of the Company may, from time to time and at any time
designate by resolution as an "Executive Officer" for
purposes of this Plan.
(d) "Normal Retirement Age" means the date on which (1) an
Executive Officer has attained age 62 and completed 10
years of Continuous Service as an Executive Officer or
(2) an Executive Officer has attained age 62 and had
terminated employment with the Company because of
Disability.
(e) "Participant" means an Executive Officer of the Company
who has qualified to be a participant in the Plan in
accordance with Section 3.1.
(f) "Plan" means the Mosinee Supplemental Retirement Plan as
herein set forth.
(g) "Retirement Plan" shall mean the Mosinee Retirement
Plan, as now in effect or hereafter amended, or any
successor plan which is qualified under section 401(a)
of the Code, and maintained for salaried employees of
the Company.
2.2 DEFINITIONS INCORPORATED BY REFERENCE. Each of the
following terms shall have the meaning set forth in the Retirement
Plan and the definition of each such term by the Retirement Plan
is hereby incorporated by this reference to the extent not
inconsistent with the provisions of this Plan:
(a) "Actuarial Equivalent"
(b) "Affiliated Employer"
(c) "Code"
(d) "Company"
(e) "Continuous Service"
(f) "Disability"
(g) "Retirement Benefit"
(h) "Surviving Spouse"
ARTICLE III
PARTICIPATION
3.1 PARTICIPATION. Each Executive Officer shall become a
Participant as of the first day of his employment by the Company
in the capacity of an Executive Officer.
3.2 SERVICE.
(a) All Continuous Service as an Executive Officer shall be
recognized for purposes of this Plan, whether or not
such Continuous Service was performed prior to the
effective date hereof.
(b) Continuous Service by an individual for the Company in
any capacity other than as an Executive Officer shall
not be recognized for any purpose under this Plan.
(c) In the event a Participant or former Participant is
reemployed by the Company as an Executive Officer, all
periods of Continuous Service with the Company as an
Executive Officer shall be aggregated for purposes of
this Plan.
3.3 TERMINATION OF PARTICIPATION AND REEMPLOYMENT. A
Participant shall cease participation in the Plan on the later of
(a) the earlier of (1) the date his termination of employment with
the Company and all Affiliated Employers occurs or (2) the date he
is no longer employed as an Executive Officer by the Company or an
Affiliated Employer, or (b) the date the final benefit payment to
which the Participant may be entitled pursuant to this Plan is
made.
ARTICLE IV
BENEFITS
4.1 NORMAL RETIREMENT BENEFITS OF CORPORATE OFFICERS.
Subject to the limitations elsewhere contained in this Plan, an
Executive Officer who terminates his employment with the Company
and each Affiliated Employer on or after attaining his Normal
Retirement Age and who was the President or a corporate Vice
President of the Company as of the most recent date on which he
performed service as an Executive Officer shall be entitled to a
normal retirement benefit payable in the form of a single life
annuity equal to the excess of:
(a) an amount equal to 50% of the Participant's Average
Compensation, over
(b) the amount of the Participant's accrued Retirement
Benefit under the Retirement Plan which would then be
payable in the form of a single life annuity.
4.2 NORMAL BENEFITS OF OTHER EXECUTIVE OFFICERS. Subject to
the limitations elsewhere contained in this Plan, an Executive
Officer who terminates his employment with the Company and each
Affiliated Employer on or after attaining his Normal Retirement
Age and who was not the President or a corporate Vice President of
the Company as of the most recent date on which he performed
service as an Executive Officer, shall be entitled to a retirement
benefit payable in the form of a single life annuity determined in
accordance with the formula set forth in section 4.1; provided,
however, that in making such determination, the term "40% of the
Participant's Average Compensation" shall be substituted for the
term "50% of the Participant's Average Compensation" in section
4.1(a).
4.3 EARLY RETIREMENT BENEFITS OF EXECUTIVE OFFICERS.
Subject to the limitations elsewhere contained in this Plan, an
Executive Officer who terminates his employment with the Company
and each Affiliated Employer on or after attaining his Early
Retirement Age, but prior to attaining his Normal Retirement Age,
shall be entitled to an early retirement benefit in the form of a
single life annuity equal to the amount to which he would have
been entitled to under section 4.1 or section 4.2, as applicable,
if he had then attained his Normal Retirement Age; provided,
however, that such benefit shall be reduced by .4166% for each
full calendar month, from and including the month in which the
Participant's 55th birthday occurs to the month in which his 62nd
birthday occurs, by which the calendar month in which payment of
the early retirement benefit provided for in this section 4.3
precedes the date on which such Participant would have attained
his Normal Retirement Age.
4.4 SURVIVING SPOUSE BENEFITS. Subject to the limitations
elsewhere contained in this Plan, the Surviving Spouse of a
Participant who dies prior to commencement of any other benefit
hereunder, including the Surviving Spouse of a former Participant
who terminated employment because of Disability, shall be eligible
for a Surviving Spouse benefit commencing as of the last to occur
of (1) the first day of the first month following the month in
which the Participant's death occurs or (2) the date on which the
Participant would have been eligible to receive payment of a
benefit under section 4.3, or in the case of a Participant who
terminated employment because of Disability, commencing as of the
date on which the former Participant would have attained age 55,
and such Surviving Spouse benefit shall be equal to 50% of the
monthly benefit which would have been payable to the deceased
Participant under this Plan if he had retired the day before his
death and payment of his benefit had commenced on such date
assuming, in the case of a former Participant who terminated
employment because of a Disability, that the benefit payable to
such former Participant at Normal Retirement Age under section 4.1
or 4.2, as applicable, would have been payable in reduced form at
age 55 pursuant to section 4.3, and, assuming further, that in the
case of a Participant or former Participant who died prior to
attaining age 55 or prior to the date on which the Participant or
former Participant had completed 10 years of Continuous Service,
that a benefit would have been payable to such deceased
Participant or former Participant as of the later of the dates
described in (1) and (2), above; provided, however, that the
benefit payable to the Surviving Spouse of a Participant or former
Participant who died prior to the completion of 5 years of
Continuous Service shall be reduced by 20% for each year of
Continuous Service less than 5 accrued by such deceased
Participant or former Participant.
4.5 FORM, COMMENCEMENT AND DURATION OF PAYMENTS.
(a) A Participant may elect, subject to the approval of the
Board of Directors, (1) to receive the Actuarial
Equivalent of the benefit accrued by a Participant
pursuant to section 4.1, 4.2 or 4.3 in any form of
annuity payment option then available under the
Retirement Plan or (2) to receive the value of the
benefit accrued by a Participant pursuant to section
4.1, 4.2 or 4.3 in the form of a lump sum distribution.
In the event a Participant elects, with the approval of
the Board of Directors, to receive a lump sum
distribution of the value of the benefit otherwise
provided for in section 4.1, 4.2, or 4.3, the value of
the lump sum distribution under this Plan shall be
determined in accordance with the provisions for
determining the value of a lump sum distribution of the
Participant's Retirement Benefit under the terms of the
Retirement Plan.
(b) Monthly benefit payments to the Participant (and, if
applicable, his Surviving Spouse) under section 4.1,
4.2, 4.3 or 4.4, or a lump sum payment provided for
under section 4.5(a) with respect to a benefit accrued
under section 4.1, 4.2 or 4.3, shall commence on the
first day of the month following the Participant's
termination of employment or, if applicable, the date
specified in section 4.4 as the date on which the
Participant's Surviving Spouse became eligible for a
Surviving Spouse benefit, and shall continue, subject to
the provisions of section 4.7, until the month in which
the death of the Participant (or, if applicable, his
Surviving Spouse) occurs; provided, however, that a
Participant or Surviving Spouse may elect to defer
receipt of an early retirement benefit or Surviving
Spouse benefit, as applicable, for any period of time
not in excess of the date on which the Participant would
have attained his Normal Retirement Age. Despite any
other provision of this Plan, a Participant who receives
a benefit in the form of a lump sum distribution shall
not be entitled to any monthly benefit otherwise
provided for in this Plan.
4.6 CHANGE OF CONTROL.
(a) In the event a Change of Control of the Company occurs,
the Company shall pay to each Participant a lump sum
amount equal to the present value of the Participant's
accrued normal retirement benefit, as determined under
section 4.1, as of the first day of the first month
following such Change of Control of the Company on which
such Participant is not an employee of the Company,
whether or not such Change of Control of the Company
occurred prior to the date on which such Participant
shall have ceased to be an employee of the Company.
Upon payment of the lump sum amount provided for in this
section 4.6(a), the Company shall have no further
obligation to pay any benefits under this Plan.
(b) In the event a Change of Control of the Company occurs
after the Participant's death and whether or not a
benefit shall have then become payable to the
Participant's Surviving Spouse, the Company shall pay to
such Participant's Surviving Spouse, if then living, the
present value of the unpaid Surviving Spouse benefit.
Upon payment of the lump sum amount provided for in this
section 4.6(b), the Company shall have no further
obligation to pay any benefits under this Plan.
(c) For purposes of this plan, a "Change of Control of the
Company" shall be deemed to have occurred when:
(1) any one of the following events occurs:
(A) any "person" (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act")),
other than (i) the Company or any of its
subsidiaries, (ii) a trustee or other
fiduciary holding securities under an employee
benefit plan of the Company or any of its
subsidiaries, (iii) an underwriter temporarily
holding securities pursuant to an offering of
such securities, or (iv) a company owned,
directly or indirectly, by the shareholders of
the Company in substantially the same
proportions as their ownership of stock of the
Company, is or becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of
the Company (not including in the securities
beneficially owned by such persons any
securities acquired directly from the Company
or its affiliates) representing more than 50%
of the combined voting power of the Company's
then outstanding securities; provided,
however, that for the purpose of determining
whether any shareholder of the Company on the
date hereof becomes the beneficial owner of
securities of the Company representing more
than 50% of the combined voting power of the
Company's then outstanding securities, the
securities of the Company held by such
shareholder on the effective date of this Plan
shall not be taken into account;
(B) the shareholders of the Company approve a
merger or consolidation of the Company or a
share exchange with any other company, other
than a merger or consolidation or share
exchange which would result in the voting
securities of the Company outstanding
immediately prior thereto continuing to
represent (either by remaining outstanding or
by being converted into voting securities of
the surviving entity) in combination with the
ownership of any trustee or other fiduciary
holding securities under an employee benefit
plan of the Company, at least 50% of the
combined voting power of the voting securities
of the Company or such surviving entity
outstanding immediately after such merger or
consolidation or share exchange, or a merger
or consolidation or share exchange effected to
implement a recapitalization of the Company
(or similar transaction) in which no person
acquires more than 50% of the combined voting
power of the Company's then outstanding
securities; or
(C) the shareholders of the Company approve a plan
of complete liquidation of the Company or an
agreement for the sale or disposition by the
Company of all or substantially all of the
Company's assets; and
(2) a majority of the members of the Board of Directors
who are unaffiliated with an Interested Shareholder
(defined in section 4.6(d)) and who were members of
the Board of Directors as of a date prior to the
date on which the Interested Shareholder became an
Interested Shareholder (a "Current Director") has
not, by resolution prior to (i) the person
described in subparagraph (1)(A) becoming the
beneficial owner of 10% of the combined voting
power of the Company's then outstanding securities
or (ii) the approval of shareholders described in
(1)(B) or (iii) the approval of shareholders
described in (1)(C), approved or recommended such
event.
(d) For purposes of this Plan, the term "Interested
Shareholder" shall mean any person (other than the
Company or any of its subsidiaries or any member of the
Board of Directors as of the effective date of this Plan
or any affiliate of such person) who first became the
beneficial owner of 10% or more of the combined voting
power of the Company's then outstanding securities after
the effective date of this Plan.
(e) For purposes of this Plan, the present value of a
Participant's retirement benefit or the Surviving Spouse
benefit shall be determined by reference to the 1983
Individual Annuity Mortality Table with an assumed
interest rate equal to the "immediate annuity rate" as
then in effect as determined by the Pension Benefit
Guaranty Corporation and promulgated in Appendix B to 29
C.F.R. section 2619.65 or any successor regulation
adopted for the same or substantially similar purpose.
4.7 FORFEITURE OF BENEFITS. Despite any other provision of
this Plan, a Participant's or Surviving Spouse's, as applicable,
eligibility for benefit payments under the Plan is expressly
subject to the following terms and conditions:
(a) The Company is and shall be entitled to the sole benefit
and exclusive ownership of any inventions or
improvements in plant, machinery and processes, and all
patents for the same, and all customer or price lists,
trade secrets and other things of similar type or nature
used in the business of the Company that may be made or
discovered by a Participant while he is employed by the
Company, or, after the termination of his employment
period if arising out of his activities, knowledge or
experience gained while in the employment of the
Company. In the event that a Participant, during or
after the termination of his employment, discloses all
or any portion of the list of the Company's customers or
the Company's pricing structure or all or any portion of
the Company's manufacturing process or any other trade
secrets or confidential information to any person, firm,
corporation, associations or other entity for any reason
or purpose whatsoever, no payment of any benefit
otherwise due the Participant or his Surviving Spouse
pursuant to this Plan shall be made by the Company.
(b) In the event a Participant, without the prior written
consent of the Company and within a period of two years
beginning on the first day following the Participant's
termination of employment with the Company, directly or
indirectly owns, manages, operates, joins, controls, is
employed by or participates in the ownership,
management, operation or control of, or is connected in
any manner with, any business of a type and character
which, in the opinion of the Company, results in the
Participant then being engaged in the field of
activities in which he was engaged by the Company at the
time of termination (and within one year prior to said
termination) and such business is, in the opinion of the
Company, in direct or indirect competition in any market
area served by the Company with any business then
conducted by the Company in such market area, no payment
of any benefit otherwise due the Participant or his
Surviving Spouse pursuant to this Plan shall be made by
the Company if the Participant fails to cease such
activity within fifteen days of the mailing to him by
the Company of the Company's opinion that he is in
violation of the restrictions contained in this section
4.7(b).
(c) The Company shall have sole discretion to stop payment
of any benefit or refuse to make payments otherwise due
the Participant or his Surviving Spouse pursuant to this
Plan if the Participant's termination of employment with
the Company or his appointment to a position with the
Company as other than an Executive Officer was by reason
of or because of the Participant's fraud, embezzlement,
misappropriation or similar offense against the Company
or any other state or federal felony offense.
(d) Subject to the provisions of section 6.2, no benefit
shall be payable under this Plan to any Participant or
Surviving Spouse who, for any reason, is not eligible
for and does not receive a benefit under the provisions
of the Retirement Plan.
4.8 INALIENABILITY OF BENEFITS. A Participant's right to a
benefit under the Plan shall not be subject to voluntary or
involuntary sale, pledge, hypothecation, transfer or assignment by
the Participant or by his personal representatives or heirs, or
any other person or persons or organization or organizations
succeeding to any of the Participant's rights and benefits
hereunder.
4.9 FACILITY OF PAYMENTS. Any benefit payable hereunder to
any person who is legally incapacitated may be paid to a court
appointed legal representative of such person.
4.10 CLAIMS PROCEDURE. Each Participant or Surviving Spouse
whose claim for benefits is denied, in whole or in part, shall be
provided with a notice, written in a manner calculated to be
understood by such person, setting forth the specific reasons for
such denial and outlining the review procedure of the Company.
Each such Participant or Surviving Spouse shall be given a
reasonable opportunity for a full and fair review by the Company
of the decision by which the claim was denied.
ARTICLE V
PROVISION FOR BENEFITS
5.1 ASSETS OF THE COMPANY. Benefits which become payable
under the provisions of the Plan shall be paid directly by the
Company out of its assets. No assets of the Company shall be set
aside or segregated for the provision of such benefit payments.
No Participant or Surviving Spouse, nor any other potential or
actual recipient of benefits under the provisions of this Plan
shall acquire any right, title or interest in the assets of the
Company by reason of the Plan and, to the extent that the
Participant, Surviving Spouse or such other recipient shall
acquire a right to receive payments from the Company pursuant to
the Plan, such right shall be no greater than the right of any
unsecured general creditor of the Company.
ARTICLE VI
AMENDMENT AND TERMINATION OF THE PLAN
6.1 AMENDMENT. The Company reserves the right to amend the
Plan from time to time and at any time, effective as of any
specified current, prior or future date; provided, however, that
no such amendment shall modify or reduce a Participant's accrued
benefit as of the date such amendment is adopted.
6.2 TERMINATION. The Company reserves the right to
terminate the Plan at any time and for any reason; provided,
however, that upon termination, each Participant's accrued benefit
shall be fully vested subject only to the provisions of section
4.7. A Participant's "accrued benefit" shall mean the benefit
which would be paid or payable pursuant to this Plan following the
Participant's termination of employment if the Retirement Plan had
terminated as of the same date on which the termination of the
Plan occurs (and provided for payment of accrued Retirement Plan
benefits upon the Participant's termination of employment)
multiplied by a fraction, the numerator of which is a
Participant's years of Continuous Service recognized under section
3.2 and the denominator of which is ten.
ARTICLE VII
MISCELLANEOUS
7.1 NONGUARANTEE OF EMPLOYMENT. Nothing contained in this
Plan shall be construed as a contract of employment between the
Company and any employee, as a right of any employee to be
continued in the employment of the Company as an Executive Officer
or in any other capacity, or as a limitation of the right of the
Company to discharge any of its employees, with or without cause.
7.2 ACTION BY THE COMPANY. Any action by the Company under
this Plan may be by resolution of its Board of Directors, or by
any officer or officers duly authorized by resolution of said
Board to act with respect to the Plan.
7.3 AGREEMENT BINDING ON SUCCESSORS. This agreement shall
be binding upon all persons entitled to benefits hereunder, and
upon their respective heirs and legal representatives and upon the
Company, its successors and assigns.
7.4 CONSTRUCTION. Except when otherwise indicated by the
context, any masculine terminology herein shall also include
feminine, and the definition of any term herein in singular shall
also include the plural.
7.5 TITLES. Article and section titles are included for
reference purposes only and in the event of a conflict between a
title and its respective text the text shall control.
7.6 GOVERNING LAW. This Plan shall, to the extent not
superseded by the Employee Retirement Income Security Act of 1974,
be governed by the laws of the State of Wisconsin.
IN WITNESS WHEREOF, the Company has caused this Plan to be
executed on its behalf on this ____ day of October, 1994.
MOSINEE PAPER CORPORATION
By:________________________________
Daniel R. Olvey
President and Chief Executive
Officer