Exhibit (10)
SUPPLEMENTAL RETIREMENT BENEFIT PLAN
This Supplemental Retirement Benefit Plan (the "Plan") is
adopted effective as of this 16th day of January, 1992, by Wausau
Paper Mills Company, a Wisconsin corporation, ("Wausau") for the
purposes of providing deferred compensation in the form of
supplemental retirement benefits for San W. Orr, Jr. ("Mr. Orr")
in recognition of his service to Wausau as its Chairman of the
Board of Directors and Chief Executive Officer.
1. Normal Supplemental Retirement Benefit. Beginning on
the first day of the first month following the last to occur of
(a) Mr. Orr's termination of employment with Wausau or (b) Mr.
Orr's 60th birthday, and continuing on the first day of each
succeeding month, Wausau shall pay to Mr. Orr, if he is then
living, a monthly supplemental retirement benefit (Mr. Orr's
"Normal Supplemental Retirement Benefit") in an amount equal to
50% of one-twelfth of Mr. Orr's highest final average
compensation. For purposes of this Plan, "highest final average
compensation" shall mean the annual average of the sum of (a) all
compensation paid to Mr. Orr and reported on Form W-2 and (b) all
amounts which would have been paid and reported on Form W-2 but
were deferred at Mr. Orr's election for the five consecutive
calendar year period which yields the highest aggregate
compensation so paid and deferred. Mr. Orr's Normal Supplemental
Retirement Benefit shall not be reduced or offset by the amount of
any other payment then due him from Wausau or any other plan or
program now or hereafter maintained by Wausau.
2. Surviving Spouse Benefit. From and after the first
day of the first month following the later of (a) the month in
which Mr. Orr's death occurs or (b) the month in which Mr. Orr
would have attained his 60th birthday if Mr. Orr's death occurs
before he has attained age 60, and continuing on the first day of
each succeeding month, Wausau shall pay to Mr. Orr's spouse, if
then living (Mr. Orr's "Surviving Spouse"), a monthly benefit (the
"Supplemental Surviving Spouse Benefit") in an amount equal to 50%
of the Normal Supplemental Retirement Benefit to which Mr. Orr
would have then been entitled had he then been living.
3. Change of Control of Wausau.
(a) In the event a Change of Control of Wausau
occurs prior to Mr. Orr's death, Wausau shall pay to Mr. Orr
a lump sum amount equal to the present value of Mr. Orr's
Normal Supplemental Retirement Benefit, as determined
hereunder, as of the first day of the first month following
such Change of Control of Wausau on which Mr. Orr is neither
an employee nor a director of Wausau, whether or not such
Change of Control occurred prior to the date on which Mr. Orr
shall have ceased to be an employee or a director of Wausau.
Upon payment of the lump sum amount provided for in this
subparagraph (a), Wausau shall have no further obligation to
pay any benefits under this Plan.
(b) In the event a Change of Control occurs after
Mr. Orr's death and whether or not the Supplemental Surviving
Spouse Benefit shall have then become payable, Wausau shall
pay to Mr. Orr's Surviving Spouse, if then living, the
present value of the unpaid Supplemental Surviving Spouse
Benefit. Upon payment of the lump sum amount provided for in
this subparagraph (b), Wausau shall have no further
obligation to pay any benefits under this Plan.
(c) For purposes of this plan, a "Change of Control
of Wausau" shall be deemed to have occurred when:
(i) 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 (A) Wausau or any of its subsidiaries,
(B) a trustee or other fiduciary holding securities
under an employee benefit plan of Wausau or any of
its subsidiaries, (C) an underwriter temporarily
holding securities pursuant to an offering of such
securities, or (D) a company owned, directly or
indirectly, by the shareholders of Wausau in
substantially the same proportions as their
ownership of stock of Wausau, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of
securities of Wausau (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 Wausau's then outstanding
securities; provided, however, that for the purpose
of determining whether any shareholder of Wausau on
the date hereof becomes the beneficial owner of
securities of Wausau representing more than 50% of
the combined voting power of Wausau's then
outstanding securities, the securities of Wausau
held by such shareholder on the date hereof shall
not be taken into account;
(B) the shareholders of Wausau approve a
merger or consolidation of Wausau 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 Wausau
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
Wausau, at least 50% of the combined voting power
of the voting securities of Wausau 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 Wausau (or
similar transaction) in which no person acquires
more than 50% of the combined voting power of
Wausau's then outstanding securities; or
(C) the shareholders of Wausau approve a
plan of complete liquidation of Wausau or an
agreement for the sale or disposition by Wausau of
all or substantially all of Wausau's assets and
(ii) a majority of the members of the Board of
Directors who are unaffiliated with an Interested
Shareholder (defined in subparagraph (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 (A) the person described in
subparagraph (i)(A) becoming the beneficial owner of 10%
of the combined voting power of Wausau's then
outstanding securities or (B) the approval of
shareholders described in (i)(B) or (C) the approval of
shareholders described in (i)(C), approved or
recommended such event.
(d) For purposes of this Plan, the term "Interested
Shareholder" shall mean any person (other than Wausau 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 Wausau's then
outstanding securities after the effective date of this Plan.
(e) For purposes of this Plan, the present value of
Mr. Orr's Normal Supplemental Retirement Benefit or the
Supplemental 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. Supplemental Retirement Benefits in Addition to other
Rights and Benefits. The rights and benefits conferred upon Mr.
Orr (and Mr. Orr's Surviving Spouse) pursuant to this Plan shall
be in addition to all other rights and benefits conferred upon Mr.
Orr by Wausau by reason of his employment.
5. Nature of Wausau's Obligations and Mr. Orr's Rights.
Neither Mr. Orr nor his Surviving Spouse, if any, shall acquire
any right, title or interest in the assets of Wausau by reason of
this Plan. To the extent Mr. Orr or his Surviving Spouse shall
acquire a right to receive payments from Wausau pursuant to this
Plan, such right shall be no greater than the right of any
unsecured general creditor of Wausau.
6. Assignment by Mr. Orr Prohibited. This Plan and Mr.
Orr's rights and benefits hereunder (and the rights of his
Surviving Spouse, if any) shall not be subject to voluntary or
involuntary sale, pledge, hypothecation, transfer or assignment by
Mr. Orr or such Surviving Spouse, their personal representatives
or heirs or any other person or persons or organization or
organizations succeeding to any of their rights and benefits
hereunder.
7. Funding. All benefits paid or payable pursuant to the
terms of this Plan shall be paid out of the general assets of
Wausau.
8. Claims Procedure. The claims procedure set forth in
the Wausau Paper Retirement Plan or any successor to such plan is
incorporated herein by this reference as the claims procedure for
this Plan.
9. Plan Administrator. The plan administrator and named
fiduciary of the Plan shall be Wausau.
10. Binding Effect. This Plan shall be binding upon and
inure to the benefit of (1) Mr. Orr and his Surviving Spouse and
their personal representatives and heirs and any other person or
persons or organization or organizations succeeding to any of Mr.
Orr's rights or benefits hereunder, and (2) Wausau and its
successors and assigns.
11. Severability. The invalidity or unenforceability of
any provision of this Plan shall not invalidate or render
unenforceable any other provision of this agreement.
12. Governing Law. This Plan shall be governed by the
Employee Retirement Income Security Act of 1974, as amended, and
to the extent not preempted by such Act, by the laws of the State
of Wisconsin.
IN WITNESS WHEREOF, Wausau has caused this amended agreement
to be executed by its President thereunto duly authorized as of
this 16th day of November, 1995.
WAUSAU PAPER MILLS COMPANY
By: DANIEL D. KING
Daniel D. King
As its President