EXHIBIT 10.2
WAUSAU PAPER MILLS COMPANY
PRINTING AND WRITING DIVISION
INCENTIVE COMPENSATION PLAN
SECTION 1. ESTABLISHMENT AND PURPOSE OF THE PLAN
1.1 AMENDMENT OF THE PLAN. Wausau Paper Mills Company hereby amends,
restates and renames the Printing and Writing Paper Division Incentive
Compensation Plan effective for Fiscal Years beginning on and after
September 1, 1995.
1.2 PURPOSE OF THE PLAN. The purpose of the Plan is to reward
participating employees for efforts to increase the financial performance
of the Printing and Writing Division.
SECTION 2. DEFINITIONS
2.1 DEFINITIONS. Whenever used in the Plan, the following terms
shall have the respective meanings set forth below, unless otherwise
expressly provided herein, and when the defined meaning is intended, the
term is capitalized:
(a) "ACHIEVED PERFORMANCE LEVEL" for a Fiscal Year
shall mean that percentage (rounded to the nearest .01%)
obtained by dividing actual ROA for the Fiscal Year by the
Target Performance Level for the year.
(b) "ADJUSTED OPERATING INCOME" means, with respect to each
Fiscal Year, the Printing and Writing Division's income before
adjustment for (1) income tax, (2) accrued or paid bonuses, (3)
interest income or expense, (4) commissions paid to a domestic
international sales corporation or foreign sales corporation which is
a subsidiary of the Company or any other subsidiary of the Company,
(5) gains and losses on the sale of operating assets, common stock or
other securities, (6) income realized from LIFO decrements (7)
allocation for corporate administration and (8) any other material,
nonrecurring events of an unusual nature. "Adjusted Operating Income"
shall be determined in accordance with generally accepted accounting
principles.
(c) "ATTACHMENT A" means the schedule appended hereto and
designated "Attachment A" or any amended schedule designated by the
Executive Committee as "Attachment A" for the Plan for any Fiscal
Year; provided however, that any such designation for a Fiscal Year
shall occur on or before the date on which the Executive Committee
sets the Target Performance Level for such Fiscal Year. Once amended,
any
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schedule designated as "Attachment A" shall remain in effect until
further amended by specific resolution of the Executive Committee.
(d) "AVERAGE CONTROLLABLE OPERATING ASSETS" means, with respect
to each Fiscal Year, the average of the amounts of Total Controllable
Operating Assets as of the last day of each calendar month of such
Fiscal Year.
(e) "COMPANY" shall mean Wausau Paper Mills Company.
(f) "FISCAL YEAR" means the twelve-month period beginning
September 1 and ending August 31 or such other period as may be
designated by the Company as its fiscal year reporting period.
(g) "PARTICIPANT" means each person who is eligible to
participate in the Plan and to receive an award of incentive
compensation as a result of being a Participant during a portion of a
Fiscal Year as determined in accordance with section 3.
(h) "PLAN" means the Wausau Paper Mills Company Printing and
Writing Division Incentive Compensation Plan as set forth herein.
(i) "PRESIDENT" means the President of the Company.
(j) "PRINTING AND WRITING DIVISION" means the Printing and
Writing Division of the Company which consists of the Company's Brokaw
Division and its wholly owned subsidiary, Wausau Papers of New
Hampshire, Inc., a Delaware corporation.
(k) "ROA" means, with respect to each Fiscal Year of the
Company, the Company's return on Average Controllable Operating Assets
expressed as the percentage determined by dividing Adjusted Operating
Income by Average Controllable Operating Assets.
(l) "SALARY" means, with respect to each Participant, his
annual rate of basic compensation as of the last day of the Fiscal
Year immediately preceding the Fiscal Year for which a determination
pursuant to section 5.2 is made; provided, however; that in the event
a Participant had no annual rate of basic compensation as of the last
day of such preceding Fiscal Year, "Salary" shall mean the annual rate
of the Participant's basic compensation as of the last day of the
Fiscal Year for which a determination is being made pursuant to
section 5.2. For purposes of this section 2.1(l), "basic
compensation" shall exclude (1) bonuses, (2)
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overtime pay, (3) payments under any deferred compensation or other
plan and (4) all other forms of non-cash compensation, including, but
not limited to income imputed with respect to group life insurance,
use of Company-owned automobiles and all other forms of imputed
income.
(m) "TARGET PERFORMANCE LEVEL" means, for each Fiscal Year, the
ROA for the year which is established by the Executive Committee as
the base ROA target against which ROA performance is to be compared
(and by which the Achieved Performance Level shall be computed) in
order to determine the existence or amount of incentive awards to be
paid to Participants.
(n) "THRESHOLD PERFORMANCE LEVEL" means such percentage of ROA
as may, from time to time and at any time, be established by the
Executive Committee pursuant to section 4.
(o) "TOTAL CONTROLLABLE OPERATING ASSETS" means the amount of
total assets of the Printing and Writing Division exclusive of the sum
of (1) cash and cash equivalents and other assets held for investment,
including common stock or other investment securities, (2)
construction in progress, (3) loans to Rhinelander Paper Company, Inc.
or any other subsidiary of the Company, and (4) deferred tax assets.
The amount of total assets of the Printing and Writing Division shall
be determined in accordance with generally accepted accounting
principles.
SECTION 3. PARTICIPATION
3.1 ELIGIBILITY.
(a) Each Fiscal Year the President of the Company
shall designate (1) by name, those employees at the Printing
and Writing Division who shall be eligible to participate in
the Plan for such Fiscal Year, (2) by position, those
positions at the Printing and Writing Division which shall
entitle the holders thereof to be eligible to participate in
the Plan for such Fiscal Year and (3) by name or position,
those other employees of the Company who shall be eligible
to receive an individual Presidential Pool Incentive
Compensation Award pursuant to section 5.3 and who shall be
"Participants" only with respect to such Presidential Pool
participation. Such designations may be made by position or
by individual name as the President deems appropriate and,
in the case of employees described in clauses (1) and (2) of
the preceding sentence, shall specify whether the
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Participant is eligible to receive an incentive award
pursuant to section 5.2 or section 5.3 or both of such
sections. Participation shall begin as of the date
specified by the President and may be for less than a full
Fiscal Year.
(b) Each employee or position designated by the President as
being eligible to receive an incentive award pursuant to section 5.2
shall also be assigned to a Group Participation Level by the President
from among the following groups:
Group ROA
Participation Incentive Award
LEVEL (% OF SALARY)
A 15.00%
B 33.33%
C 66.67%
D 100.00%
If a Participant is assigned to a different Group Participation Level
during a Fiscal Year, the Participant's incentive award under section
5.2 shall be determined by proration of the Participant's Group
Participation Levels for the Fiscal Year.
3.2 DURATION OF PARTICIPATION.
(a) Selection by the President to participate in the
Plan for a Fiscal Year shall not give any individual or
position designated the right to continue as a Participant
in any subsequent Fiscal Year. The President has complete
discretion to and shall each Fiscal Year designate, by
individuals or positions, such persons as in his discretion
shall be appropriate to further the interests of the Company
and serve the purposes for which this Plan has been
established.
(b) Participation with respect to a Fiscal Year shall terminate
upon the first to occur of the Participant's (1) termination of
employment or (2) transfer to a position not then eligible to
participate in the Plan, but the former Participant will be entitled
to receive a prorated incentive award if the provisions of section
5.2(d) are satisfied.
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SECTION 4. DETERMINATION OF INCENTIVE COMPENSATION
4.1 DETERMINATION OF TARGET PERFORMANCE LEVEL. On or before October
1st of each Fiscal Year, the Executive Committee shall establish the
Target Performance Level for such Fiscal Year.
4.2 DETERMINATION OF THRESHOLD PERFORMANCE LEVEL. On or before
October 1st of each Fiscal Year, the Executive Committee shall establish
the Threshold Performance Level for such Fiscal Year.
SECTION 5. INCENTIVE AWARDS
5.1 FISCAL YEAR PERFORMANCE. Each Fiscal Year, as soon as reasonably
possible following the availability to the Executive Committee of the
Company's audited financial statements for the Fiscal Year, the Executive
Committee shall determine the ROA and the Achieved Performance Level for
the Fiscal Year.
5.2 DETERMINATION OF ROE INCENTIVE AWARD. Each Participant shall be
entitled to receive a ROA Incentive Award in an amount equal to the
product of (a) the Participant's Salary, as determined prior to any award
under this Plan, multiplied by (b) the percentage in Column (4) of
Attachment A which is set forth opposite the percentage in Column (2) of
Attachment A which corresponds to the Achieved Performance Level for such
Fiscal Year, multiplied by (c) the percentage specified in section 3.1(b)
for the Group Participation Level to which the Participant has been
assigned; provided, however, that:
(a) No ROA Incentive Award shall be payable in any Fiscal Year in
which ROA does not equal or exceed the Threshold Performance
Level.
(b) If the Achieved Performance Level for the Fiscal Year is not
expressed as a whole integer (and therefore not specifically set
forth in Column (2) of Attachment A), the applicable percentage
of base salary used to determine a Participant's ROA Incentive
Award shall be determined by interpolation (rounded up to the
next highest .01%), based on the percentages set forth in Column
(4) of Attachment A, of the percentage which would correspond to
the Achieved Performance Level set forth in Column (2) if Column
(4) specified Achieved Performance Levels at each .01% between
80% and 120%.
(c) A Participant who (1) was a Participant on the last day of Fiscal
Year, but was not eligible to participate for the entire Fiscal
Year or (2) transfers to a position
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in the Company or any subsidiary thereof and is thereafter not
eligible to participate in the Plan or (3) incurs a termination
of employment on or before the last day of the Fiscal Year
because of (A) normal, early or late retirement (or prior to
becoming eligible for a disability retirement benefit) under the
terms of any pension plan maintained by the Company or any
subsidiary thereof as part of a trust qualified under section
401(a) of the Internal Revenue Code of 1986, as amended, or (B)
death shall be entitled to receive a prorated ROA Incentive
Award for such Fiscal Year based on the number of complete
calendar months in the Fiscal Year in which such Participant or
former Participant participated in the Plan during such Fiscal
Year.
5.3 DISCRETIONARY INDIVIDUAL PARTICIPANT INCENTIVE COMPENSATION
AWARDS - "PRESIDENTIAL POOL". Each Fiscal Year, an amount which is not in
excess of 5% of the aggregate amount of individual ROA Incentive Awards
for the Fiscal Year awarded pursuant to section 5.2 (the "Presidential
Pool") may be awarded to one or more Participants who are selected in the
sole discretion of the President to receive an incentive award pursuant to
this section 5.3. The Participants who shall be entitled to receive such
awards, if any, and the basis upon which such awards shall be determined
shall be the sole and exclusive province of the President. If less than
the amount provided for as the Presidential Pool in this section 5.3 is
awarded with respect to a Fiscal Year, any amount not awarded to
Participants shall lapse and shall not be paid under any other provision
of this Plan.
5.4 PAYMENT OF AWARDS. Payment of incentive awards shall be made by
the Company to the Participant as soon as administratively feasible
following the determination of the amount of such awards. Any payment due
a Participant at or after the time of his death shall be made by the
Company to the personal representative of the Participant's estate.
SECTION 6. ADMINISTRATION
6.1 PLAN ADMINISTRATOR. The President shall act as the plan
administrator of the Plan and shall have sole and complete authority to
interpret and implement the provisions of the Plan, including, but not
limited to, the sole and final discretion as to matters of eligibility to
participate, matters relating to the eligibility to receive any incentive
awards, the determination of Achieved Performance Level, Adjusted
Operating Income, Average Controllable Operating Assets, ROA, Salary,
Target Performance Level, Total Controllable Operating Assets and the
determination of the Presidential Pool. The President may designate one
or
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more employees or other agents to assist him in administering the Plan.
SECTION 7. AMENDMENTS AND TERMINATION
7.1 AMENDMENTS AND TERMINATION. The Executive Committee or the Board
of Directors of the Company may, from time to time and at any time, amend
or terminate the Plan; provided, however, that such amendment or
termination may not result in the forfeiture of any incentive award earned
with respect to any Fiscal Year preceding the Fiscal Year in which such
amendment or termination is adopted. Any amendment or termination may be
made effective with respect to any Fiscal Year in which such action is
adopted.
SECTION 8. EMPLOYMENT RIGHTS
8.1 EMPLOYMENT RIGHTS. Nothing contained in the Plan shall be
construed as conferring a right upon any employee to be continued in the
employment of the Company or to remain as a Participant in the Plan after
amendment or termination of the Plan.
SECTION 9. APPLICABLE LAW
9.1 APPLICABLE LAW. The Plan shall be construed, administered and
governed in all respects under and by the laws of the State of Wisconsin.
IN WITNESS WHEREOF, this Plan, as amended effective as of
September 17, 1997, has been executed by and for the Company by its
duly authorized officer.
WAUSAU PAPER MILLS COMPANY
By: DANIEL D. KING
Daniel D. King
President and Chief Executive
Officer
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WAUSAU PAPER MILLS COMPANY
TECHNICAL SPECIALTY DIVISION
INCENTIVE COMPENSATION PLAN
SECTION 1. ESTABLISHMENT AND PURPOSE OF THE PLAN
1.1 AMENDMENT OF THE PLAN. Wausau Paper Mills Company (the
"Company") and Rhinelander Paper Company, Inc. hereby amend, restate and
rename the Rhinelander Paper Company, Inc. Incentive Compensation Plan
effective for Fiscal Years beginning on and after September 1, 1997.
1.2 PURPOSE OF THE PLAN. The purpose of the Plan is to reward
participating employees for efforts to increase the financial performance
of the Company's Technical Specialty Division (the "Division").
SECTION 2. DEFINITIONS
2.1 DEFINITIONS. Whenever used in the Plan, the following terms
shall have the respective meanings set forth below, unless otherwise
expressly provided herein, and when the defined meaning is intended, the
term is capitalized:
(a)"ACHIEVED PERFORMANCE LEVEL" for a Fiscal Year shall
mean that percentage (rounded to the nearest .01%) obtained
by dividing actual ROA for the Fiscal Year by the Target
Performance Level for the year.
(b) "ADJUSTED OPERATING INCOME" means, with respect to each
Fiscal Year, the Division's income before adjustment for (1) income
tax, (2) accrued or paid bonuses, (3) interest income or expense, (4)
commissions paid to a domestic international sales corporation or
foreign sales corporation which is a subsidiary of the Company or any
other subsidiary of the Company, (5) gains and losses on the sale of
operating assets, common stock or other securities, (6) income
realized from LIFO decrements (7) allocation for corporate
administration and (8) any other material, nonrecurring events of an
unusual nature, but excluding income (as determined before the
adjustments described in clauses (1) through (8) of this paragraph)
which is attributable to the Lake States Division of Rhinelander Paper
Company, Inc. (the "Lakes States Division"). "Adjusted Operating
Income" shall be determined in accordance with generally accepted
accounting principles.
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(c) "ATTACHMENT A" means the schedule appended hereto and
designated "Attachment A" or any amended schedule designated by the
Executive Committee as "Attachment A" for the Plan for any Fiscal
Year; provided however, that any such designation for a Fiscal Year
shall occur on or before the date on which the Executive Committee
sets the Target Performance Level for such Fiscal Year. Once amended,
any schedule designated as "Attachment A" shall remain in effect until
further amended by specific resolution of the Executive Committee.
(d) "AVERAGE CONTROLLABLE OPERATING ASSETS" means, with respect
to each Fiscal Year, the average of the amounts of Total Controllable
Operating Assets as of the last day of each calendar month of such
Fiscal Year.
(e) "COMPANY" shall mean Wausau Paper Mills Company
(f) "FISCAL YEAR" means the twelve-month period beginning
September 1 and ending August 31 or such other period as may be
designated by the Company as its fiscal year reporting period.
(g) "PARTICIPANT" means each person who is eligible to
participate in the Plan and to receive an award of incentive
compensation as a result of being a Participant during a portion of a
Fiscal Year as determined in accordance with section 3.
(h) "PLAN" means the Technical Specialty Division Incentive
Compensation Plan as set forth herein.
(i) "PRESIDENT" means the President of the Company.
(j) "ROA" means, with respect to each Fiscal Year of the
Company, the Division's return on Average Controllable Operating
Assets expressed as the percentage determined by dividing Adjusted
Operating Income by Average Controllable Operating Assets.
(k) "SALARY" means, with respect to each Participant, his annual
rate of basic compensation as of the last day of the Fiscal Year
immediately preceding the Fiscal Year for which a determination
pursuant to section 5.2 is made; provided, however; that in the event
a Participant had no annual rate of basic compensation as of the last
day of such preceding Fiscal Year, "Salary" shall mean the annual rate
of the Participant's basic compensation as of the last day of the
Fiscal Year for which a determination is being made pursuant to
section 5.2. For purposes of this section 2.1(k), "basic
compensation" shall exclude (1) bonuses, (2)
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overtime pay, (3) payments under any deferred compensation or other
plan and (4) all other forms of non-cash compensation, including, but
not limited to income imputed with respect to group life insurance,
use of Company or Division-owned automobiles and all other forms of
imputed income.
(l) "TARGET PERFORMANCE LEVEL" means, for each Fiscal Year, the
ROA for the year which is established by the Executive Committee as
the base ROA target against which ROA performance is to be compared
(and by which the Achieved Performance Level shall be computed) in
order to determine the existence or amount of incentive awards to be
paid to Participants.
(m) "TECHNICAL SPECIALTY DIVISION" means the Technical
Specialty Division of the Company which consists of Rhinelander Paper
Company, Inc. and Wausau Papers Otis Mill, Inc., each a wholly-owned
subsidiary of the Company.
(n) "THRESHOLD PERFORMANCE LEVEL" means such percentage of ROA
as may, from time to time and at any time, be established by the
Executive Committee pursuant to section 4.
(o) "TOTAL CONTROLLABLE OPERATING ASSETS" means the amount of
total assets of the Division exclusive of the sum of (1) cash and cash
equivalents and other assets held for investment, including common
stock or other investment securities, (2) construction in progress,
(3) loans to the Company or any subsidiary of the Company which is not
part of the Division by a company in the Division, (4) deferred tax
assets and (5), to the extent not already excluded by clauses (1)
through (4) of this paragraph, any other assets employed by the Lake
States Division. The amount of total assets of the Division shall be
determined in accordance with generally accepted accounting
principles.
SECTION 3. PARTICIPATION
3.1 ELIGIBILITY.
(a) Each Fiscal Year the President shall designate (1) by name,
those employees at the Division who shall be eligible to participate
in the Plan for such Fiscal Year, (2) by position, those positions
at the Division which shall entitle the holders thereof to be
eligible to participate in the Plan for such Fiscal Year and (3) by
name or position, those other employees of the Wausau Paper Mills
Company or
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the Division who shall be eligible to receive an
individual Presidential Pool Incentive Compensation Award pursuant
to section 5.3 and who shall be "Participants" only with respect to
such Presidential Pool participation. Such designations may be made
by position or by individual name as the President deems appropriate
and, in the case of employees described in clauses (1) and (2) of
the preceding sentence, shall specify whether the Participant is
eligible to receive an incentive award pursuant to section 5.2 or
section 5.3 or both of such sections. Participation shall begin as
of the date specified by the President and may for less than a full
Fiscal Year.
(b) Each employee or position designated by the President as
being eligible to receive an incentive award pursuant to section 5.2
shall also be assigned to a Group Participation Level by the President
from among the following groups:
Group Maximum
Participation Incentive Award
LEVEL (% OF SALARY)
A 33.33%
B 66.67%
C 100.00%
provided, however, that in the event the President designates a new
Group Participation Level of a Participant during a Fiscal Year, the
Participant's incentive award under section 5.2 shall be determined by
proration of the Participant's Group Participation Levels for the
Fiscal Year.
3.2 DURATION OF PARTICIPATION.
(a) Selection by the President to participate in the Plan for a
Fiscal Year shall not give any individual or position designated the
right to continue as a Participant in any subsequent Fiscal Year.
The President has complete discretion to and shall each Fiscal Year
designate, by individuals or positions, such persons as in his
discretion shall be appropriate to further the interests of the
Company and serve the purposes for which this Plan has been
established.
(b) Participation with respect to a Fiscal Year shall terminate
upon the first to occur of the Participant's (1) termination of
employment or (2) transfer to a position not then eligible to
participate in the Plan, but the former
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Participant will be entitled to receive a prorated incentive award
if the provisions of section 5.2(d) are satisfied.
SECTION 4. DETERMINATION OF INCENTIVE COMPENSATION
4.1 DETERMINATION OF TARGET PERFORMANCE LEVEL. On or before October
1st of each Fiscal Year, the Executive Committee shall establish the
Target Performance Level for such Fiscal Year.
4.2 DETERMINATION OF THRESHOLD PERFORMANCE LEVEL. On or before
October 1st of each Fiscal Year, the Executive Committee shall establish
the Threshold Performance Level for such Fiscal Year.
SECTION 5. INCENTIVE AWARDS
5.1 FISCAL YEAR PERFORMANCE. Each Fiscal Year, as soon as reasonably
possible following the availability to the Executive Committee of the
Company's audited financial statements for the Fiscal Year, the Executive
Committee shall determine the ROA and the Achieved Performance Level for
the Fiscal Year.
5.2 DETERMINATION OF ROE INCENTIVE AWARD. Each Participant shall be
entitled to receive a ROA Incentive Award in an amount equal to the
product of (a) the Participant's Salary, as determined prior to any award
under this Plan, multiplied by (b) the percentage in Column (4) of
Attachment A which is set forth opposite the percentage in Column (2) of
Attachment A which corresponds to the Achieved Performance Level for such
Fiscal Year, multiplied by (c) the percentage specified in section 3.1(b)
for the Group Participation Level to which the Participant has been
assigned; provided, however, that:
(a) No ROA Incentive Award shall be payable in any Fiscal Year in
which ROA does not equal or exceed the Threshold Performance
Level.
(b) If the Achieved Performance Level for the Fiscal Year is not
expressed as a whole integer (and therefore not specifically set
forth in Column (2) of Attachment A), the applicable percentage
of base salary used to determine a Participant's ROA Incentive
Award shall be determined by interpolation (rounded up to the
next highest .01%), based on the percentages set forth in Column
(4) of Attachment A, of the percentage which would correspond to
the Achieved Performance Level set forth in Column (2) if Column
(4) specified Achieved Performance Levels at each .01% between
80% and 120%.
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(c) A Participant who (1) was a Participant on the last day of Fiscal
Year, but was not eligible to participate for the entire Fiscal
Year or (2) transfers to a position in the Company or any
subsidiary thereof and is thereafter not eligible to participate
in the Plan or (3) incurs a termination of employment on or
before the last day of the Fiscal Year because of (A) normal,
early or late retirement (or prior to becoming eligible for a
disability retirement benefit) under the terms of any pension
plan maintained by the Company or any subsidiary thereof as part
of a trust qualified under section 401(a) of the Internal Revenue
Code of 1986, as amended, or (B) death shall be entitled to
receive a prorated ROA Incentive Award for such Fiscal Year based
on the number of complete calendar months in the Fiscal Year in
which such Participant or former Participant participated in the
Plan during such Fiscal Year.
5.3 DISCRETIONARY INDIVIDUAL PARTICIPANT INCENTIVE COMPENSATION
AWARDS - "PRESIDENTIAL POOL". Each Fiscal Year, an amount which is not in
excess of 5% of the aggregate amount of individual ROA Incentive Awards
for the Fiscal Year awarded pursuant to section 5.2 (the "Presidential
Pool") may be awarded to one or more Participants who are selected in the
sole discretion of the President to receive an incentive award pursuant to
this section 5.3. The Participants who shall be entitled to receive such
awards, if any, and the basis upon which such awards shall be determined
shall be the sole and exclusive province of the President. If less than
the amount provided for as the Presidential Pool in this section 5.3 is
awarded with respect to a Fiscal Year, any amount not awarded to
Participants shall lapse and shall not be paid under any other provision
of this Plan.
5.4 PAYMENT OF AWARDS. Payment of incentive awards shall be made to
each Participant by the respective employer of such Participant as soon as
administratively feasible following the determination of the amount of
such awards. Any payment due a Participant at or after the time of his
death shall be made to the personal representative of the Participant's
estate.
SECTION 6. ADMINISTRATION
6.1 PLAN ADMINISTRATOR. The President shall act as the plan
administrator of the Plan and shall have sole and complete authority to
interpret and implement the provisions of the Plan, including, but not
limited to, the sole and final discretion as to matters of eligibility to
participate, matters relating to the eligibility to receive any incentive
awards, the determination of Achieved Performance Level, Adjusted
Operating Income, Average
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Controllable Operating Assets, ROA, Salary, Target Performance Level,
Total Controllable Operating Assets and the determination of the
Presidential Pool. The President may designate one or more employees or
other agents to assist him in administering the Plan.
SECTION 7. AMENDMENTS AND TERMINATION
7.1 AMENDMENTS AND TERMINATION. The Executive Committee or the Board
of Directors of the Company may, from time to time and at any time, amend
or terminate the Plan; provided, however, that such amendment or
termination may not result in the forfeiture of any incentive award earned
with respect to any Fiscal Year preceding the Fiscal Year in which such
amendment or termination is adopted. Any amendment or termination may be
made effective with respect to any Fiscal Year in which such action is
adopted.
SECTION 8. EMPLOYMENT RIGHTS
8.1 EMPLOYMENT RIGHTS. Nothing contained in the Plan shall be
construed as conferring a right upon any employee to be continued in the
employment of the Company or any subsidiary thereof or to remain as a
Participant in the Plan after amendment or termination of the Plan.
SECTION 9. APPLICABLE LAW
9.1 APPLICABLE LAW. The Plan shall be construed, administered and
governed in all respects under and by the laws of the State of Wisconsin.
IN WITNESS WHEREOF, this Plan, as amended, restated and renamed as of
September 1, 1997, has been executed as of the 17th
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day of September, 1997, by and for the Company and Rhinelander Paper
Company, Inc., by their respective duly authorized officers.
WAUSAU PAPER MILLS COMPANY
By: DANIEL D. KING
Daniel D. King
President
RHINELANDER PAPER COMPANY, INC.
By: DANIEL D. KING
Daniel D. King
President
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