EXHIBIT 10.7
MOSINEE PAPER CORPORATION
1994 STOCK OPTION PLAN
Mosinee Paper Corporation, a corporation with its principal place of
business located in Mosinee, Wisconsin (the "Company"), hereby adopts the
Mosinee Paper Corporation 1994 Stock Option Plan (the "Plan"), as set
forth herein.
Section 1. PURPOSE. The Plan is intended to attract and retain key
employees and directors by permitting key employees of the Company or any
parent or subsidiary of the Company and directors of the Company to
acquire authorized and unissued, or reacquired, shares of common stock of
the Company pursuant to purchase options. The availability of the options
and grants thereof will furnish additional inducements to such employees
to continue employment with the Company, or any parent or subsidiary of
the Company, and such directors to continue serving as directors of the
Company, and encourage them, by giving them an opportunity to acquire a
greater stake in the Company's success, to increase their efforts to
promote the best interests of the Company and its stockholders.
It is the express intent of the Company that, subject to Section
6.2(h) hereof, all options granted hereunder designated "Incentive Stock
Options" shall meet the requirements of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), or any successor section or
sections. It is the further intent of the Company that options granted
hereunder designated "Non-Qualified Stock Options" shall not meet the
requirements of
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Section 422 of the Code. A key employee or director may be granted and
may hold one or more options under this Plan.
Section 2. NUMBER OF SHARES AVAILABLE FOR OPTIONS. The aggregate
number of shares of common stock, no par value, of the Company (the
"Shares") which may be issued under options granted pursuant to the Plan
shall be 346.667.
Section 3. ADMINISTRATION OF THE PLAN.
Section 3.1 GENERAL. The Plan shall be administered by a committee
(the "Committee") consisting of at least two members designated by the
Board of Directors of the Company from among those of its members who are
not officers or employees of the Company or a parent or subsidiary of the
Company and who otherwise satisfy the definition of a "Non-Employee
Director" in Rule 16b-3(b)(3) promulgated under Section 16 of the
Securities Exchange Act of 1934 (the "Exchange Act") and the definition of
an "Outside Director" in the regulations under Section 162(m) of the Code.
In the absence of specific rules to the contrary, action by the Committee
shall require the consent of a majority of the members of the Committee,
expressed either orally at a meeting of the Committee or in writing in the
absence of a meeting.
Section 3.2 AUTHORITY OF COMMITTEE. The Committee shall have full
and complete authority to grant options to such eligible key employees on
such terms, which need not be the same as to all Employee Optionees, as
will, in its discretion and subject only to the specific limitations
elsewhere contained in
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the Plan, carry out the purpose of the Plan. The Committee shall also
have full and complete authority to interpret the Plan and adopt rules
governing the administration of the Plan. The Committee's decision on
any matter with respect to the Plan shall be final.
Section 3.3 INDEMNIFICATION OF COMMITTEE. To the extent permitted by
applicable law, the members of the Committee and each of them shall be
indemnified and saved harmless by the Company from any liability or claim
of liability which may arise from the administration of the Plan if the
acts giving rise to such liability or claim of liability were taken in
good faith and without negligence.
Section 4. ELIGIBLE EMPLOYEES AND DIRECTORS.
Section 4.1 KEY EMPLOYEES. Key employees (who may also be officers
or directors) of the Company (or any parent or subsidiary of the Company)
shall be eligible to be granted options pursuant to Section 5 of the Plan.
For purposes of the Plan, the term "key employee" shall include all
employees of all participating employers employed in management,
administrative or professional capacities.
Section 4.2 DIRECTORS. Directors of the Company (who may also be key
employees or officers of the Company (or any parent or subsidiary of the
Company)) shall be eligible to be granted options pursuant to Section 7 of
the Plan. Directors of the Company who are not also employees of the
Company (or any parent
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or subsidiary of the Company) shall not be eligible to be granted options
under Section 5 of the Plan.
Section 5. GRANTING OF OPTIONS TO KEY EMPLOYEES. Options to purchase
Shares shall be granted to such key employees who are eligible to
participate in the Plan as the Committee may, from time to time and at any
time, select. Membership in a class of eligible key employees shall not,
without specific Committee action, entitle a key employee to receive an
option to purchase Shares. Eligible key employees selected by the
Committee shall be referred to herein as "Employee Optionees."
Section 6. TERMS AND CONDITIONS OF THE KEY EMPLOYEE OPTIONS.
Section 6.1 WRITTEN INSTRUMENT. Each option to purchase Shares
granted under Section 5 of the Plan shall be evidenced by a written option
agreement signed on behalf of the Company and the Employee Optionee which
sets forth the name of the Employee Optionee, the date granted, the price
at which the Shares subject to the option may be purchased (the "option
price"), whether the option is an Incentive Stock Option or a
Non-Qualified Stock Option, the number of Shares subject to the option and
such other terms and conditions consistent with the Plan as determined by
the Committee. The Committee may at the time of grant or at any time
thereafter impose such additional terms and conditions on the exercise of
such option as it deems necessary or desirable for compliance with Section
16 of the Exchange Act and the regulations promulgated thereunder. Such
option agreement shall
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incorporate by reference all applicable terms, conditions and limitations
set forth in the Plan.
Section 6.2 TERMS AND CONDITIONS OF THE KEY EMPLOYEE OPTIONS. In
addition to any other limitations, terms and conditions specified in the
Plan, each option granted under Section 5 of the Plan shall, as to each
Employee Optionee, satisfy the following requirements:
(a) DATE OF GRANT. Options must be granted on or before October
19, 2004.
(b) EXPIRATION. No Incentive Stock Option shall be exercisable
after the expiration of ten years from the date such option is granted.
No Non-Qualified Stock Option shall be exercisable after the expiration of
twenty years from the date such option is granted.
(c) PRICE. The option price as to any Share subject to either
an Incentive Stock Option or Non-Qualified Stock option granted under
Section 5 of the Plan will be not less than one hundred percent of the
fair market value of the Share on the date the option is granted. For
purposes of the Plan, the fair market value of a Share means:
(i) The mean between the high and the low prices at which
the Shares were traded if the Shares were then listed
for trading on a national or regional securities
exchange or were then traded on a bona fide over-the-
counter market; or
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(ii) If the Shares were not traded on an exchange or a bona
fide over-the-counter market, a value determined by an
appraiser selected by the Committee.
In the event that the date on which the fair market value of a Share is to
be determined is a date on which there is no trading of the Shares on a
national or regional securities exchange or on the over-the-counter
market, such fair market value shall be determined by referring to the
next preceding business day on which trading occurs.
(d) TRANSFERABILITY.
(i) No Incentive Stock Option shall be transferable by an
Employee Optionee otherwise than by will or the laws of
descent and distribution nor can it be exercised by
anyone other than the Employee Optionee during the
Employee Optionee's lifetime.
(ii) The Committee may, in its discretion, authorize all or
a portion of any Non-Qualified Stock Options to be
granted to an Employee Optionee under Section 5 of the
Plan or which were granted to any Employee Optionee on
or before October 31, 1996, to permit transfer by the
Employee Optionee to (A) the spouse, children or
grandchildren of the Employee Optionee ("Immediate
Family"),
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(B) a trust for the exclusive benefit of the Employee
Optionee or the Employee Optionee's Immediate
Family, (C) a partnership in which the Employee
Optionee or the Employee Optionee's Immediate Family
are the only partners, or (D) to a former spouse of the
Employee Optionee pursuant to a domestic relations
order within the meaning of Rule 16a-12 promulgated
under Section 16 of the Exchange Act; provided,
however, that (X) there may not be consideration for
any such transfer, (Y) the written option agreement
required by Section 6.1, or any amendment thereof
approved by the Committee, must expressly provide for
transferability of the option evidenced in such
agreement in a manner consistent with this
Section 6.2(d), and (Z) once transferred pursuant to
the preceding provisions of this Section 6.2(d)(ii), no
subsequent transfer of any options shall be permitted
except a transfer by will or the laws of descent and
distribution. In authorizing all or any portion of an
option to be transferred, the Committee may impose any
conditions on exercise, prescribe a holding period for
the
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Shares acquired upon such exercise and/or impose
any other conditions or limitations it deems desirable
or necessary in order to carry out the purposes and
requirements of the Plan. Following transfer, the
terms and conditions of the Plan and the written option
agreement relating to such option shall continue to be
applicable in all respects to the Employee Optionee
making such transfer and each transferred option shall
continue to be subject to the same terms and conditions
as were applicable immediately prior to transfer as if
such option had not been transferred, including, but
not limited to, the terms and conditions with respect
to the lapse and termination of such option. Neither
the Company, the Committee or any Employee Optionee
shall have any obligation to inform any transferee of
the termination or lapse of any option for any reason.
Notwithstanding any other provision of the Plan, (YY)
following the termination of employment of an Employee
Optionee, a transferred option shall be exercisable by
the transferee only to the extent, and for the periods
specified in Section 6(e) as if
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such option had not been transferred and (ZZ) no
option granted prior to October 31, 1996, may be
transferred until such option has been held by the
Employee Optionee for a period of not less than six
months after the date on which such option was
granted.
(e) EMPLOYMENT. No option granted under Section 5 of the Plan
shall be exercisable unless the Employee Optionee shall have been employed
by the Company (or any present or future parent or subsidiary of the
Company) during the period beginning on the date the option is granted and
ending on a date ninety days before the date of exercise (and subject to
Section 12 herein); provided, however, that in the event an Employee
Optionee dies while in the employ of the Company (or any present or future
parent or subsidiary of the Company) or within ninety days after such
employment had terminated, the employment period requirement described
above shall be deemed to have been satisfied.
(f) MINIMUM HOLDING PERIOD. No option granted prior to November
1, 1996, may be exercised before the date which is six months after the
date on which such option was granted. Each option granted under Section
5 of the Plan shall contain such additional or other restriction or
restrictions with respect to the stated percentage of Shares covered by
such option as to which such option may be exercised as the Committee may
deem
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desirable or necessary in order to carry out the purposes and
requirements of the Plan.
(g) LIMITATION ON OPTION GRANTS. No Employee Optionee may be
granted options under Section 5 of the Plan in any calendar year with
respect to more than 50,000 Shares.
(h) ADDITIONAL RESTRICTIONS RELATING TO INCENTIVE STOCK OPTIONS.
To the extent that the aggregate fair market value (determined as of the
time the option is granted) of the Shares for which Incentive Stock
Options are exercisable for the first time by an individual during any
calendar year (under this Plan or any other plan of the Company or any of
its subsidiaries) exceeds $100,000 (or such other individual limit as may
be in effect under the Code on the date of grant), such options shall not
be Incentive Stock Options. No Incentive Stock Option shall be granted to
an employee who, at the time such option is granted, owns stock possessing
more than ten percent of the total combined voting power of all classes of
stock of the Company or any parent or subsidiary of the Company within the
meaning of Section 422(b)(6) of the Code unless: (i) at the time the
option is granted, the option price is at least one hundred ten percent of
the fair market value of the Shares subject to the option, and (ii) such
option by its terms is not exercisable after the expiration of five years
from the date such option is granted.
Section 7. GRANTING OF OPTIONS TO DIRECTORS. On January 1, 1997 Non-
Qualified Stock Options to purchase that number of Shares equal to the
product of 1,000 and the number of years
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(determined by treating any partial year as a whole year) then remaining
in the term for which the director has been elected, reelected or
appointed shall be granted to each director of the Company. Such options
shall be expressly conditioned upon the approval of the amendments to the
Plan providing for the granting of options to directors pursuant to this
Section 7 and increasing the number of Shares which may be issued under
options granted pursuant to the Plan by the Company's stockholders at the
next annual meeting of the Company's stockholders, and such options shall
not be effective if such amendments are not so approved. On June 1, 1997
and on each June 1 thereafter Non-Qualified Stock Options to purchase
that number of Shares equal to the product of 1,000 and the number of
years (determined by treating any partial year as a whole year) in the
term for which the director has been elected, reelected or appointed
shall be granted to each director of the Company who was elected,
reelected or appointed to the board of directors of the Company during
the previous twelve months. Directors of the Company who have been
granted Non-Qualified Stock Options pursuant to this Section 7 shall be
referred to herein as "Director Optionees".
Section 8. TERMS AND CONDITIONS OF THE DIRECTOR OPTIONS.
Section 8.1 WRITTEN INSTRUMENT. Each option to purchase Shares
granted under Section 7 of the Plan shall be evidenced by a written option
agreement signed on behalf of the Company and the Director Optionee which
sets forth the name of the Director Optionee, the date granted, the option
price, the number of
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Shares subject to the option and the other terms and conditions set forth
below. Such option agreement shall incorporate by reference all
applicable terms, conditions and limitations set forth in the Plan.
Section 8.2 TERMS AND CONDITIONS OF THE OPTIONS. In addition to any
other limitations, terms and conditions specified in the Plan, each option
granted under Section 7 of the Plan shall, as to each Director Optionee,
satisfy the following requirements:
(a) DATE OF GRANT. Options must be granted on or before
October 19, 2004.
(b) EXPIRATION. Each option granted under Section 7 of the Plan
shall cease to be exercisable after the expiration of twenty years from
the date such option is granted.
(c) PRICE. The option price as to any Share subject to an
option granted under Section 7 of the Plan will be one hundred percent of
the fair market value of the Share on the date the option is granted. For
purposes of the Plan, the fair market value of a Share means:
(i) The mean between the high and the low prices at which
the Shares were traded if the Shares were then listed
for trading on a national or regional securities
exchange or were then traded on a bona fide over-the-
counter market; or
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(ii) If the Shares were not traded on an exchange or a bona
fide over-the-counter market, a value determined by an
appraiser selected by the Committee.
In the event that the date on which the fair market value of a Share is to
be determined is a date on which there is no trading of the Shares on a
national or regional securities exchange or on the over-the-counter
market, such fair market value shall be determined by referring to the
next preceding business day on which trading occurs.
(d) TRANSFERABILITY. Options granted under Section 7 of the
Plan may be transferred by the Director Optionee to (A) the spouse,
children or grandchildren of the Director Optionee ("Immediate Family"),
(B) a trust for the exclusive benefit of the Director Optionee or the
Director Optionee's Immediate Family, (C) a partnership in which the
Director Optionee or the Director Optionee's Immediate Family are the only
partners, or (D) to a former spouse of the Director Optionee pursuant to a
domestic relations order within the meaning of Rule 16a-12 promulgated
under Section 16 of the Exchange Act; provided, however, that (X) there
may not be consideration for any such transfer, and (Y) once transferred
pursuant to the preceding provisions of this Section 8.2(d), no subsequent
transfer of any options shall be permitted except a transfer by will or
the laws of descent and distribution. Following transfer, the terms and
conditions of the Plan and the written option agreement relating
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to such option shall continue to be applicable in all respects to the
Director Optionee making such transfer and each transferred option shall
continue to be subject to the same terms and conditions as were
applicable immediately prior to transfer as if such option had not been
transferred, including, but not limited to, the terms and conditions with
respect to the lapse and termination of such option. Neither the
Company, the Committee or any Director Optionee shall have any obligation
to inform any transferee of the termination or lapse of any option for
any reason. Notwithstanding any other provision of the Plan, following
the termination of a Director Optionee's membership on the board of
directors of the Company (including for this purpose membership as a
director emeritus of the Company) a transferred option shall be
exercisable by the transferee only to the extent, and for the periods
specified in Section 8.2(e) as if such option had not been transferred.
(e) BOARD MEMBERSHIP. No option granted under Section 7 of the
Plan shall be exercisable unless the Director Optionee shall have been a
member of the board of directors of the Company (including for this
purpose membership as a director emeritus of the Company) during the
period beginning on the date the option is granted and ending on a date
ninety days before the date of exercise (and subject to Section 12
herein); provided, however, that in the event a Director Optionee dies
while a member of the board of directors of the Company (including for
this purpose membership as a director emeritus of the Company) or within
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ninety days after such membership had terminated, the board membership
period requirement described above shall be deemed to have been satisfied.
(f) LIMITATION ON OPTION GRANTS. No Director Optionee may be
granted options in any calendar year with respect to more than 4,000
Shares.
Section 9. EXERCISE AND PAYMENT OF OPTION PRICE.
Section 9.1 EXERCISE OF OPTIONS. Options shall be exercised as to
all or a portion of the Shares by delivery of an irrevocable written
notice to the Company setting forth the exact number of Shares as to which
the option is being exercised and including with such notice payment of
the option price (plus minimum required tax withholding for options held
by Employee Optionees). The date of exercise shall be the date such
written notice and payment have been delivered to the Secretary of the
Company either in person or by depositing said notice and payment in the
United States mail, postage prepaid and addressed to such officer at the
Company's home office. No option may be exercised with respect to a
fractional share of stock. Notwithstanding the fact that an option has
been transferred pursuant to Section 6.2(d)(ii), the Employee Optionee
granted such option shall remain liable for any required tax withholding.
Section 9.2 PAYMENT FOR SHARES. Payment of the option price (plus
minimum required tax withholding for options held by an Employee Optionee
may be made by (a) tendering cash (in the form of a check or otherwise) in
such amount, or (b) with the
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consent of the Committee, tendering Shares with a fair market value on
the date of exercise equal to such amount, or (c) delivering a properly
executed exercise notice together with irrevocable instructions to a
broker to promptly deliver to the Company the sale or loan proceeds equal
to such amount. Notwithstanding the fact that an option has been
transferred pursuant to Section 6.2(d)(ii), the Employee Optionee granted
such option shall remain liable for any required tax withholding.
Section 10. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. If the
Company shall, after the Effective Date, change its common stock into a
greater or lesser number of shares through a stock dividend, stock split-
up or combination of shares, then
(i) the number of Shares then subject to the plan but which
are not then subject to any outstanding option;
(ii) the number of Shares subject to each then outstanding
option (to the extent not previously exercised); and
(iii) the price per Share payable upon exercise
of each then outstanding option;
shall all be proportionately increased or decreased as of the record date
for such stock dividend, stock split-up or combination of shares in order
to give effect thereto. Notwithstanding any such proportionate increase
or decrease, no fraction of a Share shall be issued upon the exercise of
an option. If any split-up or combination of shares shall involve a
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change of par value, the Shares subject to options theretofore or
thereafter granted shall be the Shares as so changed.
If, after the Effective Date, there shall be any change in the stock
of the Company other than through a stock dividend, stock split-up or
combination of shares, or other change listed in Section 11 herein, then
if (and only if) the Committee shall determine that such change equitably
requires an adjustment in the number or kind or option price of Shares
then subject to an option, or the number or kind of Shares remaining
subject to the Plan, such adjustment as the Committee shall determine is
equitable and as shall be approved by the Board shall be made and shall be
effective and binding for all purposes of such option and the Plan.
Section 11. MERGER, REORGANIZATION, OR CHANGE IN CONTROL.
(a) Nothing contained in this Plan or in any option granted
under the Plan shall in any way prohibit the Company from merging with or
consolidating into another corporation, or from selling or transferring
all or substantially all of its assets, or from distributing all or
substantially all of its assets to its stockholders in liquidation, or
from dissolving and terminating its corporate existence; and in any such
event (other than a merger in which the Company is the surviving
corporation and after which the Company remains an independent, publicly
held corporation), the Company or any surviving party to any such merger,
consolidation, or sale or transfer of assets may provide by resolution of
its board of directors that all rights of the
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person or persons entitled to exercise then outstanding options granted
under the Plan, and such options, shall wholly and completely terminate
at the time of any such merger, consolidation, sale or transfer of
assets, liquidation, or dissolution, except that adequate provision for
such person or persons shall be made in accordance with paragraph (b)
below.
(b) In the event that (i) any individual, corporation,
partnership or other person or group of persons or entities becomes the
beneficial owner, directly or indirectly, of 45% or more of the Company's
then outstanding common stock ("Change in Control"), or (ii) any merger,
consolidation, liquidation, dissolution or termination after which the
Company will not survive as an independent, publicly-owned corporation or
any sales or transfer of all or substantially all of the Company's assets
("Reorganization") occurs, then the Company shall pay with respect to each
outstanding option under this Plan an amount equal to (x) the difference
between the Fair Market Value (as defined in (c) below) and the exercise
price of the option, multiplied by (y) the number of Shares subject to
such option. Such payment shall be made in cash within 30 days after, in
the case of a Reorganization requiring approval by the Company
stockholders, the date of such approval and, in the case of a Change in
Control, the date upon which such change occurs.
(c) Solely for purposes of (b) above, "Fair Market Value" shall
mean the greater of (i) the highest price per share of the Company's
common stock paid by the acquiring person within
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twelve months of the occurrence of the Change in Control to effect such
change or provided for in any agreement for the Reorganization, or (ii)
fair market value determined in accordance with Sections 6.2(c) and
8.2(c) of this Plan.
Section 12. TERMINATION OR LAPSE OF OPTIONS. Each option granted
under Section 5 of the Plan shall terminate or lapse upon the first to
occur of (a) the expiration date set forth in the applicable stock option
agreement, (b) the applicable date set forth in Section 6.2(b), (c) the
date of the Employee Optionee's voluntary resignation or termination for
cause, or (d) the date which is ninety days after the date of the Employee
Optionee's other termination of employment with the Company or any present
or future parent or subsidiary of the Company; provided, however, that in
the event of an Employee Optionee's death while in the employ of the
Company or a parent or subsidiary of the Company or, if the Employee
Optionee is no longer so employed, in the event of the Employee Optionee's
death within ninety days after such employment had terminated, an option
may be exercised, to the extent exercisable by the Employee Optionee
immediately prior to his death, in whole or in part by the Employee
Optionee's estate or designee by will, or, if applicable, the transferee
of such option pursuant to Section 6.2(d), but only if the date of
exercise is on or before the first to occur of (i) the expiration date set
forth in the applicable stock option agreement, (ii) the applicable date
set forth in Section 6.2(b), or (iii) the date which is twelve months
after the date of the Employee Optionee's
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death. For purposes of this section, "for cause" shall mean affirmative
acts in violation of federal, state, or local criminal law.
Each option granted under Section 7 of the Plan shall terminate or
lapse upon the first to occur at (a) the expiration date set forth in the
applicable stock option agreement, (b) the applicable date set forth in
Section 8.2(b), or (c) the date which is ninety days after the date the
Director Optionee's membership on the board of directors of the Company
(including for this purpose membership as a director emeritus of the
Company) terminated; provided, however, that in the event of a Director
Optionee's death while a member of the board of directors of the Company
(including for this purpose membership as a director emeritus of the
Company) or, if the Director Optionee Is no longer a member, in the event
of the Director Optionee's death within ninety days after such membership
had terminated, an option may be exercised, to the extent exercisable by
the Director Optionee immediately prior to his death, in whole or in part
by the Director Optionee's estate or designee by will, or, if applicable,
the transferee of such option pursuant to Section 8.2(d) but only if the
date of exercise is on or before the first to occur of (i) the expiration
date set forth in the applicable stock option agreement, (ii) the
applicable date set forth in Section 8.2(b), or (iii) the date which is
twelve months after the date of the Director Optionee's death.
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Section 13. AMENDMENT AND TERMINATION OF PLAN.
Section 13.1 AMENDMENT OF PLAN. The board of directors of the
Company may amend the Plan from time to time and at any time; provided,
however, that no amendment shall adversely affect any option which has
been granted prior to the amendment and no amendment with respect to the
maximum number of Shares which may be issued pursuant to options or the
class of eligible individuals, or which materially increases benefits
accruing to Optionees under the Plan (within the meaning of Section 162(m)
of the Code) shall be effective unless approved by a majority of the
shares entitled to vote at a meeting of shareholders.
Section 13.2 TERMINATION OF PLAN. The Plan shall terminate on the
first to occur of (a) October 19, 2004 or (b) the date specified by the
board of directors of the Company as the effective date of Plan
termination; provided, however, that the termination of the Plan shall not
limit or otherwise affect any options outstanding on the date of
termination.
Section 14. EFFECTIVE DATE. The effective date of the Plan shall be
October 20, 1994, the date of approval by the board of directors of the
Company.
Section 15. INVESTMENT INTENT. Shares acquired pursuant to the
exercise of an option, if not registered by the Company under the
Securities Act of 1933 (the "Act"), will be "restricted" stock which will
not be freely transferable by the holder after exercise of the option.
Each Employee Optionee, Director Optionee and assignee in interest of an
Optionee accordingly
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represents, as a condition of participation in the Plan, that Shares
which are unregistered under the Act are being acquired for the Employee
Optionee's, or Director Optionee's (or his or her assignee's) own account
for investment only and not with a view to offer for sale or for sale in
connection with the distribution or transfer thereof.
Section 16. AVAILABILITY OF INFORMATION. The Company shall furnish
each Optionee with (a) a copy of the Plan and the Company's most recent
annual report to its shareholders at the time the option agreement
provided for in Section 6.1 or 8.1 is executed by the Optionee and (b) a
copy of each subsequent annual report, on or about the same date as such
report shall be made available to shareholders of the Company. The
Company will furnish, upon written request addressed to the Secretary of
the Company, but at no charge to the Optionee or any duly authorized
representative of the Optionee, copies of all reports filed by the Company
with the Securities and Exchange Commission or the commissioner of
securities of any state, including, but not limited to, the Company's
annual reports on Form 10-K, its quarterly reports on Form 10-Q, and its
proxy statements.
Section 17. CONDITIONS OF EMPLOYMENT. Participation in or
eligibility for participation in the Plan by an Employee Optionee shall
not confer upon any Employee Optionee the right to be continued as an
employee of the Company or any present or future parent or subsidiary of
the Company and the Company and its participating subsidiaries hereby
expressly reserve the right to
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terminate the employment of any employee, with or without cause,
regardless of the Plan and any options granted pursuant to it.
Section 18. MISCELLANEOUS.
(a) The transfer of an Employee Optionee from the Company to a
parent or subsidiary of the Company or from a parent or subsidiary of the
Company to the Company or another parent or subsidiary of the Company
shall not be a termination of employment or an interruption of continuous
employment for the purpose of the Plan.
(b) As used in the Plan, the term "parent" and "subsidiary"
shall have the meanings ascribed to them in Sections 421, 422 and 424 of
the Code.
Section 19. GOVERNMENT APPROVALS. If at any time the Company shall
be advised by its counsel that the exercise of any option or the delivery
of Shares upon the exercise of an option is required to be approved,
registered or qualified under any applicable law, or must be accompanied
or preceded by a prospectus or similar circular meeting the requirements
of any applicable law, the Company will use reasonable efforts to obtain
such approval, to effect such registrations and qualifications, or to
provide such prospectus or similar circular within a reasonable time, but
exercise of the options or delivery by the Company of certificates for
Shares may be deferred until such approvals, registrations or
qualifications are effected, or until such prospectus or similar circular
is available.
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Section 19 [20]. Notwithstanding any other provision of this Plan or
of any option agreement relating to any option granted hereunder, the
consummation of the transactions contemplated by that certain Agreement
and Plan of Merger, dated as of August 24, 1997, by and among Wausau Paper
Mills Company, WPM Holdings, Inc. and the Company on substantially the
terms and conditions set forth therein as of August 24, 1997 shall not be
deemed to constitute a "Change in Control" or any other transaction
described in Section 11(b) of this Plan and of any corresponding or
similar provision of any such option agreement. Without limiting the
generality of the foregoing, the consummation of such transactions shall
not result in the payment of any cash to any holder of an option granted
under this Plan.
IN WITNESS WHEREOF, the Company has caused the Plan as amended
effective December 19, 1996 to be executed by its duly authorized officers
as of the 19th day of December, 1996.
MOSINEE PAPER CORPORATION
By:________________________________
Daniel R. Olvey, As its
President
ATTEST:
By:__________________________________
Gary P. Peterson, As its secretary
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