SUPPLEMENTAL RETIREMENT BENEFIT PLAN
This Supplemental Retirement Benefit Plan (the "Plan") adopted
effective as of November 12, 1991, and amended August 24, 1997, 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 is
hereby further amended effective as of this 4th day of March, 1999.
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 each of Mosinee and its parent,
Wausau-Mosinee Paper Corporation ("Wausau") 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 IN CONTROL OF WAUSAU-MOSINEE.
(a) In the event a Change in Control of Wausau 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 in Control of Wausau on which
Mr. Orr is neither an employee nor a director of Wausau, whether
or not such Change in Control occurred prior to the date on which
Mr. Orr shall have ceased to be an employee or a director of
Wausau. Upon payment of the lump sum amount provided for in this
subparagraph (a), Mosinee shall have no further obligation to pay
any benefits under this Plan.
(b) In the event a Change in Control of Wausau 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.
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(c) For purposes of this plan, a "Change in Control of
Wausau" shall be mean the happening of any of the following events:
(1) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of
20% or more of either (A) the then outstanding shares of
common stock of Wausau (the "Outstanding Corporation Common
Stock") or (B) the combined voting power of the then
outstanding voting securities of Wausau entitled to vote
generally in the election of directors (the "Outstanding
Corporation Voting Securities"); excluding, however, the
following: (i) any acquisition directly from Wausau other
than an acquisition by virtue of the exercise of a conversion
privilege unless the security being so converted was itself
acquired directly from Wausau, (ii) any acquisition by Wausau,
(iii) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by Wausau or any entity
controlled by Wausau, (iv) any acquisition pursuant to a
transaction which complies with clauses (A), (B), and (C) of
paragraph (3) of this Section 3(c), (v) except as provided in
paragraphs (4) and (5), any acquisition by any of the Woodson
Entities or any of the Smith Entities, or (vi) any increase in
the proportionate number of shares of Outstanding Corporation
Common Stock or Outstanding Corporation Voting Securities
beneficially owned by a Person to 20% or more of the shares of
either of such classes of stock if such increase was solely
the result of the acquisition of Outstanding Corporation
Common Stock or Outstanding Corporation Voting Securities by
Wausau; provided, however, that this clause (vi) shall not
apply to any acquisition of Outstanding Corporation Common
Stock or Outstanding Corporation Voting Securities not
described in clauses (1), (ii), (iii), (iv), or(v) of this
paragraph (1) by the Person acquiring such shares which occurs
after such Person had become the beneficial owner of 20% or
more of either the Outstanding Corporation Common Stock or
Outstanding Corporation Voting Securities by reason of share
purchases by Wausau; or
(2) A change in the composition of the Board such that the
individuals who, as of the Effective Date, constitute the
Board (such Board shall be hereinafter referred to as the
"Incumbent Board") cease for any reason to constitute at
least a majority of the Board; provided, however, for purposes
of the Plan, that any individual who becomes a member of the
Board subsequent to the Effective Date whose election, or
nomination for election by Wausau's shareholders, was approved
by a vote of at least a majority of those individuals who are
members of the Board and who were also members of the
Incumbent Board (or deemed to be such pursuant to this
proviso) shall be deemed to be and shall be considered as
though such individual were a member of the Incumbent Board,
but provided, further, that any such individual whose initial
assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used
in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the
Board shall not be so deemed or considered as a member of the
Incumbent Board; or
(3) Consummation of a reorganization, merger or
consolidation, or sale or other disposition of all or
substantially all of the assets of Wausau or the acquisition
of the assets or securities of any other entity (a "Corporate
Transaction"); excluding, however, such a Corporate
Transaction pursuant to which (A) all or substantially all of
the individuals and entities who are the beneficial owners,
respectively, of the Outstanding Corporation Common Stock and
Outstanding Corporation Voting Securities immediately prior to
such Corporate Transaction will beneficially own, directly or
indirectly, more than 60% of, respectively, the outstanding
shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally
in the election of directors, as the case may be, of
the corporation resulting from such Corporate Transaction
(including, without limitation, a corporation which as a
result of such transaction owns or all or substantially all
of Wausau's assets either directly or through one or more
subsidiaries) (the "Resulting Corporation") in substantially
the same proportions as their ownership, immediately prior to
such Corporate Transaction, of the Outstanding Corporation
Common Stock and Outstanding Corporation Voting Securities, as
the case may be, (B) no Person (other than Wausau, any
employee benefit plan (or related trust) of Wausau, any
Woodson Entity, any Smith Entity, or such Resulting
Corporation) will beneficially own, directly or indirectly,
20% or more of, respectively, the outstanding shares
of common stock of the Resulting Corporation or the combined
voting power of the then outstanding voting securities of such
Resulting Corporation entitled to vote generally in the
election of directors except to the extent that such ownership
existed with respect to Wausau prior to the Corporate
Transaction, and (C) individuals who were members of the
Incumbent Board will constitute at least a majority of the
members of the board of directors of the Resulting
Corporation; or
(4) The Woodson Entities acquire beneficial ownership of more
than 35% of the Outstanding Corporation Common Stock or
Outstanding Corporation Voting Securities or of the
outstanding shares of common stock or the combined voting
power of the then outstanding voting securities entitled to
vote generally in the
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election of directors, as the case may be, of the Resulting
Corporation; or
(5) The Smith Entities acquire beneficial ownership of more
than 35% of the Outstanding Corporation Common Stock or
Outstanding Corporation Voting Securities or of the
outstanding shares of common stock or the combined voting
power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may
be, of the Resulting Corporation; or
(6) The approval by the shareholders of Wausau of a complete
liquidation or dissolution of Wausau.
For purposes of this Section 3(c), the term "Woodson Entities"
shall mean Aytchmonde P. Woodson, Leigh Yawkey Woodson and Alice
Richardson Yawkey, members of their respective families and their
respective descendants (the "Woodson Family"), heirs or legatees of
any of the Woodson Family members, transferees by will, laws of
descent or distribution or by operation of law of any of the
foregoing (including of any such transferees) (including any
executor or administrator of any estate of any of the foregoing),
any trust established by any of Aytchmonde P. Woodson, Leigh Yawkey
Woodson, or Alice Richardson Yawkey, whether pursuant to last will
or otherwise, any partnership, trust or other entity established
primarily for the benefit of, or any other Person the beneficial
owners of which consist primarily of, any of the foregoing or any
Affiliates or Associates of any of the foregoing or any charitable
trust or foundation to which any of the foregoing transfers or may
transfer securities of Wausau (including any beneficiary or
trustee, partner, manager or director of any of the foregoing or
any other Person serving any such entity in a similar capacity).
For purposes of this Section 3(c), the term "Smith Entities"
shall mean David B. Smith and Katherine S. Smith, members of their
respective families and their respective descendants (the "Smith
Family"), heirs or legatees of any of the Smith Family members,
transferees by will, laws of descent or distribution or by
operation of law of any of the foregoing (including of any such
transferees) (including any executor or administrator of any estate
of any of the foregoing), any trust established by either of David
B. Smith or Katherine S. Smith, whether pursuant to last will or
otherwise, any partnership, trust or other entity established
primarily for the benefit of, or any other Person the beneficial
owners of which consist primarily of, any of the foregoing or any
Affiliates or Associates of any of the foregoing or any charitable
trust or foundation to which any of the foregoing transfers or may
transfer securities of Wausau (including any beneficiary or
trustee, partner, manager or director of any of the foregoing or
any other Person serving any such entity in a similar capacity).
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For purposes of this Section 3(c), the terms "Affiliate" and
"Associate" shall have the meanings ascribed to such terms in Rule
12b-2 of the General Rules and Regulations under the Exchange Act
as in effect on the 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
Wausau-Mosinee Paper Corporation 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 this 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.
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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 4th
day of March, 1999.
MOSINEE PAPER CORPORATION
By:
Daniel R. Olvey
As its President and Chief Executive
Officer
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