EXHIBIT 10(a)
WAUSAU PAPER MILLS COMPANY
EXECUTIVE OFFICERS' DEFERRED COMPENSATION RETIREMENT PLAN
Wausau Paper Mills Company, a Wisconsin corporation, on behalf of its
eligible employees hereby restates the Wausau Paper Mills Company
Executive Officers' Deferred Compensation Retirement Plan in accordance
with the terms and conditions herein contained.
ARTICLE I
PURPOSE AND ADMINISTRATION OF THE PLAN
Section 1.1 PURPOSE. The Company has established the Plan for the
purpose of providing deferred compensation (within the meaning of Section
3(2)(B) of the Employee Retirement Income Security Act of 1974) for key
executives of the Company who, by reason of their position, expertise and
years of service, contribute to the growth and stability of the Company.
Section 1.2 ADMINISTRATION. The Plan shall be administered by the
Company.
Section 1.3 EFFECTIVE DATE. The effective date of the Plan shall be
December 15, 1980.
ARTICLE II
DEFINITIONS
Section 2.1 DEFINITIONS. The following terms shall have the meanings
set forth below:
(a) "Executive Officer" shall mean any person employed by the
Company as its President or a Vice President but shall not include any
officer of any division or subsidiary of the Company.
(b) "Participant" shall mean an Executive Officer of the Company
who has qualified to be a participant in the Plan in accordance with
Section 3.1.
(c) "Plan" shall mean the Wausau Paper Mills Company Executive
Officers' Deferred Compensation Retirement Plan as herein set forth.
(d) "Retirement Plan" shall mean the Wausau Paper Retirement
Plan as now in effect or hereafter amended.
Section 2.2 DEFINITIONS INCORPORATED BY REFERENCE. The following
terms shall have the meanings set forth in the Retirement Plan and the
definition of such terms by the Retirement Plan is hereby incorporated by
reference:
(a) "Company"
(b) "Beneficiary"
(c) "Benefit Service"
(d) "Vesting Service"
(e) "Annual Earnings"
(f) "Retirement Benefit"
(g) "Actuarial Equivalent"
ARTICLE III
PARTICIPATION
Section 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.
Section 3.2 SERVICE IN A CAPACITY OTHER THAN AS AN EXECUTIVE OFFICER.
Service by an individual for the Company in any capacity other than as an
Executive Officer shall not be recognized for any purpose under the terms
and conditions of the Plan; provided, however, that service by any
Executive Officer prior to the effective date of the Plan in the capacity
of Vice President-Industrial Relations or Vice President-Finance, shall be
deemed to be service in the capacity of an Executive Officer.
Section 3.3 TERMINATION OF PARTICIPATION AND REEMPLOYMENT. A
Participant shall cease participation in the Plan on the later of (1) the
earlier of (a) the date his termination of employment with the Company
occurs or (b) the date he is no longer employed as an Executive Officer of
the Company, or (2) the date the final benefit payment to which the
Participant may be entitled pursuant to Section 4.1 is made. In the event
a Participant or former Participant is reemployed by the Company as an
Executive Officer, all periods of service with the Company as an Executive
Officer shall be aggregated for purposes of this Plan.
ARTICLE IV
BENEFITS
Section 4.1 BENEFIT. Subject to the limitations elsewhere contained
in this Plan, the benefit provided by this Plan shall be as follows:
(a) Each Participant (or, if applicable, his Beneficiary) shall
be entitled to receive a monthly single life annuity benefit in an
amount equal to the excess of:
(1) the Retirement Benefit, payable in single life annuity
form, which the Participant would have accrued under the
Retirement Plan as of the date of such Participant's termination
of employment with the Company if such benefit was determined in
accordance with the terms of the Retirement Plan, but (A) without
regard to the limitations on the maximum annual benefit, maximum
compensation, or any other limitation imposed under Section 415
or any other section of the Internal Revenue Code of 1986, as now
or hereafter in effect and set forth in, or otherwise
incorporated into, the terms of the Retirement Plan, (B) as if
"Annual Earnings" were computed by including 100% of bonuses,
which would be payable to the Participant (or, if applicable, his
Beneficiary) as of the first date payments are made to or for the
benefit of the Participant under the payment option actually
elected under the Retirement Plan or which, in the absence of an
effective election, is provided for under the provisions of the
Retirement Plan and (C), regardless of the number of months of
Benefit Service actually accrued by the Participant, as if the
Participant then had accrued three hundred sixty months of
Benefit Service, over
(2) the Participant's actual Retirement Benefit, payable in
single life annuity form, under the Retirement Plan.
(b) The 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 paragraph (a) 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 paragraph (a) 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 paragraph (a), 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. 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
described in paragraph (a).
(c) Monthly benefit payments to the Participant (and, if
applicable, his Beneficiary) under this Section 4.1 shall continue for
such period as payments would be made to such Participant (and, if
applicable, in his Beneficiary) if such benefit was being paid
pursuant to the Retirement Plan.
Section 4.2 REQUIRED AGE AND SERVICE. Despite the provisions of
Section 4.1, no Participant shall be eligible for a benefit under the
terms of the Plan if (1) on the date of his termination of employment with
the Company, he had accrued fewer than one hundred twenty months of
Vesting Service in the capacity of an Executive Officer or (2) if, on the
date of his termination of employment with the Company for a reason other
than disability, determined within the meaning of Section 3.03 of the
Retirement Plan, the Participant has not yet attained age fifty-five;
provided, however, that for purposes of this clause (2), in the event a
Participant's death occurred on or after a date which is not more than
four months prior to his fifty-fifth birthday and he was employed as an
Executive Officer of the Company on the date of his death, he shall be
deemed to have attained age fifty-five on the date of his termination of
employment. Despite any other provision of this Plan, the Executive Vice
President and General Manager, Rhinelander Division as of November 17,
1995, shall be deemed to have attained age sixty-two and completed one
hundred twenty months of Vesting Service as an Executive Officer as of the
date of his termination of employment for purposes of computing the
benefit provided for in Section 4.1(a)(1).
Section 4.3 COMMENCEMENT OF BENEFITS. Benefits which become payable
under the provisions of Section 4.1 shall be made by the Company as of the
first day of the first month in which the first Retirement Plan payment is
made to the Participant or his Beneficiary.
Section 4.4 FORFEITURE OF BENEFITS. Despite any other provision of
this Plan, a Participant's eligibility for benefit payments described in
Section 4.1, above, 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 Beneficiary pursuant to Section 4.1 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 participants 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 Beneficiary pursuant to
Section 4.1 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 4.4(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 Beneficiary pursuant to Section 4.1 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 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 Beneficiary who, for
any reason, is not eligible for and does not receive a benefit under
the provisions of this Retirement Plan.
Section 4.5 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.
Section 4.6 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.
Section 4.7 CLAIMS PROCEDURE. Each Participant or Beneficiary 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 the
Participant, setting forth the specific reasons for such denial and
outlining the review procedure of the Company. Each such Participant or
Beneficiary shall be given a reasonable opportunity for a full and fair
review by the Company of the decision by which the claim was denied.
Section 4.8 CHANGE IN CONTROL. Despite any other provision of this
Article IV, in the event a Change of Control of the Company occurs, the
Company shall pay to each Participant whose termination of employment
occurs coincident with or subsequent to the Change of Control of the
Company and who has not then satisfied the age and service requirements of
Section 4.2, a lump sum amount equal to the present value, as determined
hereunder, of such Participant's accrued benefit as of the date of such
termination of employment and (ii) the Company shall pay to each
Beneficiary a lump sum amount equal to the present value, as determined
hereunder, of such Beneficiary's accrued, but unpaid, benefit as of the
first day of the first month following such Change of Control of the
Company, whether or not such Change of Control of the Company occurred
prior to, concurrent with or subsequent to the date on which the first
payment of such benefit had occurred or would occur in accordance with the
terms of this Plan. The payment provided for hereunder shall be made by
the Company within ten days of the date on which the payment obligation
arises under the terms of this Section 4.8. Upon payment of the lump sum
amount provided for in this paragraph (a), the Company shall have no
further obligation to pay any benefits under this Plan.
(a) For purposes of this plan, a "Change of Control of the
Company" shall be deemed to have occurred when any one of the
following events occurs:
(1) 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) the Company or
any of its subsidiaries, (B) a trustee or other fiduciary
holding securities under an employee benefit plan of the
Company or any of its subsidiaries, (C) an underwriter
temporarily holding securities pursuant to an offering of
such securities, or (D) a corporation or other legal entity
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 date hereof shall not be taken into account;
(2) 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
(3) 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.
(b) For purposes of this Plan, the present value of a
Participant's or Beneficiary's benefit shall be determined in
accordance with the provisions for determining the value of a lump sum
distribution of the Participant's or Beneficiary's Retirement Benefit
under the terms of the Retirement Plan as in effect as of the date
immediately prior to the Change of Control of the Company.
(c) Despite any other provision of this Plan, this Section 4.8
may not be amended on or after the date on which a Change of Control
of the Company has occurred.
ARTICLE V
PROVISION FOR BENEFITS
Section 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. Neither the Participant nor
his Beneficiary, nor any other potential or actual recipient of benefits
under the provisions of Section 4.1 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, Beneficiary 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
Section 6.1 AMENDMENT. The Company reserves the right to amend the
Plan at any time, and from time to 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.
Section 6.2 TERMINATION. The Company reserves the right to terminate
the Plan; provided, however, that upon termination each Participant's
accrued benefit shall be fully vested subject only to the provisions of
Section 4.4. A Participant's "accrued benefit" shall mean the benefit
which would be paid or payable pursuant to Section 4.1 following the
Participant's termination of employment, determined without regard to
Section 4.2, 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 Vesting Service recognized under Section 3.2 and
the denominator of which is ten.
ARTICLE VII
MISCELLANEOUS
Section 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 in any capacity, or as a limitation of the right
of the Company to discharge any of its employees, with or without cause.
Section 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 take
such action.
Section 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.
Section 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.
Section 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.
Section 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 document to be
compiled to reflect all amendments adopted through September 18, 1996, to
be executed on its behalf on this 18th day of September, 1996.
WAUSAU PAPER MILLS COMPANY
By: DANIEL D. KING
Daniel D. King
President and Chief Executive
Officer
ATTEST:
LARRY A. BAKER
Larry A. Baker
Senior Vice President - Administration