Exhibit 10(e)
SUPPLEMENTAL RETIREMENT BENEFIT PLAN
This Supplemental Retirement Benefit Plan (the "Plan") is
adopted effective as of this 17th day of October, 1991, by Mosinee
Paper Corporation, a Wisconsin corporation, ("Mosinee") 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 Mosinee as its Chairman of the
Board of Directors.
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 Mosinee or (b) Mr.
Orr's 60th birthday, and continuing on the first day of each
succeeding month, Mosinee 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 W-2
compensation for the five consecutive calendar year period in
which such compensation was paid. Mr. Orr's Normal Supplemental
Retirement Benefit shall not be reduced or offset by the amount of
any other payment then due him from Mosinee or any other plan or
program now or hereafter maintained by Mosinee.
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, Mosinee 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 Mosinee.
(a) In the event a Change of Control of Mosinee occurs
prior to Mr. Orr's death, Mosinee 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 Mosinee on which Mr. Orr is neither an employee
nor a director of Mosinee, 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 Mosinee. Upon
payment of the lump sum amount provided for in this
subparagraph (a), Mosinee 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, Mosinee 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), Mosinee shall have no further
obligation to pay any benefits under this Plan.
(c) For purposes of this plan, a "Change of Control of
Mosinee" 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) Mosinee or any of its
subsidiaries, (B) a trustee or other fiduciary
holding securities under an employee benefit plan
of Mosinee 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 Mosinee in substantially the same
proportions as their ownership of stock of
Mosinee, is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of Mosinee
(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 Mosinee's then outstanding securities;
provided, however, that for the purpose of
determining whether any shareholder of Mosinee on
the date hereof becomes the beneficial owner of
securities of Mosinee representing more than 50%
of the combined voting power of Mosinee's then
outstanding securities, the securities of Mosinee
held by such shareholder on the date hereof shall
not be taken into account;
(B) the shareholders of Mosinee approve a
merger or consolidation of Mosinee 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 Mosinee
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 Mosinee, at least 50% of the combined voting
power of the voting securities of Mosinee 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
Mosinee (or similar transaction) in which no
person acquires more than 50% of the combined
voting power of Mosinee's then outstanding
securities; or
(C) the shareholders of Mosinee approve a
plan of complete liquidation of Mosinee or an
agreement for the sale or disposition by Mosinee
of all or substantially all of Mosinee'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 Mosinee'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 Mosinee 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 Mosinee'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 Mosinee by reason of his employment.
5. Nature of Mosinee'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 Mosinee by reason of
this Plan. To the extent Mr. Orr or his Surviving Spouse shall
acquire a right to receive payments from Mosinee pursuant to this
Plan, such right shall be no greater than the right of any
unsecured general creditor of Mosinee.
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
Mosinee.
8. Claims Procedure. The claims procedure set forth in the
Mosinee 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 Mosinee.
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) Mosinee 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, Mosinee has caused this agreement to be
executed by its President thereunto duly authorized as of the day
and year first above written.
MOSINEE PAPER CORPORATION
By: RICHARD L. RADT
Richard L. Radt
As its President