WAUSAU-MOSINEE SUPPLEMENTAL
RETIREMENT PLAN
(AS AMENDED MARCH 4, 1999)
WAUSAU-MOSINEE SUPPLEMENTAL
RETIREMENT PLAN
PAGE
ARTICLE I
PURPOSE AND ADMINISTRATION OF THE PLAN ....................2
1.1 PURPOSE ..............................................2
1.2 ADMINISTRATION .......................................2
1.3 EFFECTIVE DATE .......................................2
ARTICLE II
DEFINITIONS ...............................................3
2.1 DEFINITIONS ..........................................3
2.2 DEFINITIONS INCORPORATED BY REFERENCE ................4
ARTICLE III
PARTICIPATION .............................................5
3.1 PARTICIPATION ........................................5
3.2 SERVICE ..............................................5
3.3 TERMINATION OF PARTICIPATION AND REEMPLOYMENT ........5
ARTICLE IV
BENEFITS ..................................................6
4.1 NORMAL RETIREMENT BENEFITS OF CORPORATE OFFICERS .....6
4.2 NORMAL BENEFITS OF OTHER EXECUTIVE OFFICERS ..........6
4.3 MINIMUM RETIREMENT BENEFITS OF EXECUTIVE OFFICERS ....7
4.4 EARLY RETIREMENT BENEFITS OF EXECUTIVE OFFICERS ......7
4.5 SURVIVING SPOUSE BENEFITS ............................7
4.6 FORM, COMMENCEMENT AND DURATION OF PAYMENTS ..........8
4.7 CHANGE OF CONTROL ....................................9
4.8 FORFEITURE OF BENEFITS ..............................13
4.9 INALIENABILITY OF BENEFITS ..........................14
4.10 FACILITY OF PAYMENTS ...............................14
4.11 CLAIMS PROCEDURE ...................................14
ARTICLE V
PROVISION FOR BENEFITS ...................................15
5.1 ASSETS OF THE COMPANY ...............................15
ARTICLE VI
AMENDMENT AND TERMINATION OF THE PLAN ....................16
6.1 AMENDMENT ...........................................16
6.2 TERMINATION .........................................16
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ARTICLE VII
MISCELLANEOUS ............................................17
7.1 NONGUARANTEE OF EMPLOYMENT ..........................17
7.2 ACTION BY THE COMPANY ...............................17
7.3 AGREEMENT BINDING ON SUCCESSORS .....................17
7.4 CONSTRUCTION ........................................17
7.5 TITLES ..............................................17
7.6 GOVERNING LAW .......................................17
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WAUSAU-MOSINEE SUPPLEMENTAL RETIREMENT PLAN
Wausau-Mosinee Paper Corporation, a Wisconsin corporation, hereby
establishes the Wausau-Mosinee Supplemental Retirement Plan in
accordance with the terms and conditions herein contained.
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ARTICLE I
PURPOSE AND ADMINISTRATION OF THE PLAN
1.1 PURPOSE. The Company hereby establishes the Plan for the
purpose of providing deferred compensation (within the meaning of
Section 201(2) of the Employee Retirement Income Security Act of 1974)
for executive officers of the Company.
1.2 ADMINISTRATION. The Plan shall be administered by the
Company.
1.3 EFFECTIVE DATE. The effective date of the Plan shall be
December 17, 1997.
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ARTICLE II
DEFINITIONS
2.1 DEFINITIONS. The following terms shall have the meanings set
forth below:
(a) "Average Compensation" means (1) an aggregate amount
determined by the sum of (A) the Participant's salary for a
calendar year and earned bonus attributable to such calendar
year and (B) any compensation deferred under a plan qualified
under Section 401(k) of the Code or under a plan which
satisfies the requirements of Section 125 of the Code during
such calendar year, for the 5 calendar years of the Executive
Officer's most recent 10 years of Continuous Service as an
Executive Officer in which the largest aggregate amount of
such compensation was earned and/or deferred for him for
service as an Executive Officer for all or any portion of
each of such calendar years, divided by (2) 12; provided,
however, that if a Participant did not perform services for 5
calendar years as an Executive Officer, such determinations
shall be based on such earned and/or deferred compensation
for each complete calendar year in which the Participant
was an Executive Officer. For purposes of determining a
Participant's Average Compensation, compensation from Wausau
Paper Mills Company and Mosinee Paper Corporation earned
prior to the Effective Date for performance of services as an
Executive Officer shall be included.
(b) "Company" means Wausau-Mosinee Paper Corporation, a Wisconsin
corporation.
(c) "Early Retirement Age" means the date on which an Executive
Officer has attained age 55 and completed 10 years of
Continuous Service as an Executive Officer.
(d) "Executive Officer" means 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.
Notwithstanding the foregoing, any person employed by the
Company on the Effective Date who was a participant in the
Mosinee Supplemental Retirement Plan or the Wausau Paper
Mills Company Executive Officers' Deferred Compensation
Retirement Plan on the date immediately preceding the
Effective Date shall be deemed to be an "Executive Officer"
for purposes of this Plan, regardless of whether such
individual would otherwise meeting the definition of
Executive Officer set forth in the preceding sentence, and
any service with the Company after the Effective Date by such
individual shall be considered service as an Executive
Officer of the Company.
(e) "Normal Retirement Age" means the date on which (1) an
Executive Officer has attained age 62 and completed 10 years
of Continuous Service as an Executive Officer or (2) an
Executive Officer has attained age 62 and had terminated
employment with the Company because of Disability.
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(f) "Participant" means an Executive Officer of the Company who
has qualified to be a participant in the Plan in accordance
with Section 3.1.
(g) "Plan" means the Wausau-Mosinee Supplemental Retirement Plan
as herein set forth.
(h) "Retirement Plan" shall mean the principal defined benefit
retirement plan as now in effect or hereafter amended, or any
successor plan which is qualified under Section 401(a) of the
Code, and maintained for salaried employees of the Company.
2.2 DEFINITIONS INCORPORATED BY REFERENCE. Each of the following
terms shall have the meaning set forth in the Retirement Plan and the
definition of each such term by the Retirement Plan is hereby
incorporated by this reference to the extent not inconsistent with the
provisions of this Plan:
(a) "Actuarial Equivalent"
(b) "Affiliated Employer"
(c) "Code"
(d) "Continuous Service"
(e) "Disability"
(f) "Retirement Benefit"
(g) "Surviving Spouse"
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ARTICLE III
PARTICIPATION
3.1 PARTICIPATION. Each Executive Officer shall become a
Participant as of the later of the Effective Date or the first day of
his employment by the Company in the capacity of an Executive Officer.
3.2 SERVICE.
(a) All Continuous Service as an Executive Officer shall be
recognized for purposes of this Plan, whether or not such
Continuous Service was performed prior to the Effective Date
hereof.
(b) Continuous Service by an individual for the Company in any
capacity other than as an Executive Officer shall not be
recognized for any purpose under this Plan.
(c) In the event a Participant or former Participant is reemployed
by the Company as an Executive Officer, all periods of
Continuous Service with the Company as an Executive Officer
shall be aggregated for purposes of this Plan.
(d) Notwithstanding anything herein to the contrary, if a
Participant was a participant in the Wausau Paper Mills
Company Executive Officers' Deferred Compensation Retirement
Plan or the Mosinee Supplemental Retirement Plan on December
16, 1997, all Continuous Service recognized under such plans
as of such date shall be recognized for purposes of this Plan.
3.3 TERMINATION OF PARTICIPATION AND REEMPLOYMENT. A Participant
shall cease participation in the Plan on the later of (a) the earlier
of (1) the date his termination of employment with the Company and all
Affiliated Employers occurs or (2) the date he is no longer employed as
an Executive Officer by the Company or an Affiliated Employer, or (b)
the date the final benefit payment to which the Participant may be
entitled pursuant to this Plan is made.
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ARTICLE IV
BENEFITS
4.1 NORMAL RETIREMENT BENEFITS OF CORPORATE OFFICERS. Subject to
the limitations elsewhere contained in this Plan, an Executive Officer
who terminates his employment with the Company and each Affiliated
Employer on or after attaining his Normal Retirement Age and who was
the President or a corporate Vice President of the Company either (x)
on the Effective Date or (y) as of the most recent date on which he
performed service as an Executive Officer shall be entitled to a normal
retirement benefit payable in the form of a single life annuity equal
to the excess of:
(a) an amount equal to 50% of the Participant's Average
Compensation, over
(b) the amount of the Participant's accrued Retirement Benefit
under the Retirement Plan which would then be payable in the
form of a single life annuity;
provided, however, that (1) the normal retirement benefit payable in
the form of a single life annuity, as so calculated, of any Participant
who was a participant in the Mosinee Supplemental Retirement Plan on
the Effective Date shall be increased by an amount equal to such
participant's accrued normal retirement benefit under the Wausau Paper
Retirement Plan as of the Effective Date which would then be payable in
the form of a single life annuity and (2) the normal retirement benefit
payable in the form of a single life annuity, as so calculated, of any
Participant who was eligible for and elected to receive the increased
benefits provided under either Section 4.23 of the Mosinee Retirement
Plan ("Section 4.23") or Section 3.20 of the Wausau Paper Retirement
Plan (Section "3.20") shall be increased by an amount equal to the
excess of (A) the amount of the Participant's accrued Retirement
Benefit under the Retirement Plan, determined in accordance with the
increased benefits provided for in Section 4.23 or Section 3.20, as
applicable, which would then be payable in the form of a single life
annuity over (B) the amount of the Participant's accrued Retirement
Benefit under the Retirement Plan, determined without regard to the
increased benefits provided for in Section 4.23 or Section 3.20, as
applicable, which would then be payable in the form of a single life
annuity.
4.2 NORMAL BENEFITS OF OTHER EXECUTIVE OFFICERS. Subject to the
limitations elsewhere contained in this Plan, an Executive Officer who
terminates his employment with the Company and each Affiliated Employer
on or after attaining his Normal Retirement Age and who was not the
President or a corporate Vice President of the Company either (x) on
the Effective Date or (y) as of the most recent date on which he
performed service as an Executive Officer, shall be entitled to a
retirement benefit payable in the form of a single life annuity
determined in accordance with the formula set forth in Section 4.1;
provided, however, that in making such determination, the term "40% of
the Participant's Average Compensation" shall be substituted for the
term "50% of the Participant's Average Compensation" in Section 4.1(a).
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4.3 MINIMUM RETIREMENT BENEFITS OF EXECUTIVE OFFICERS.
Notwithstanding anything herein to the contrary, the normal retirement
benefit determined under Section 4.1 or 4.2, as applicable, shall not
be less than the Participant's accrued normal retirement benefit
determined under (a) Section 4.1 or 4.2, as applicable, under the
Mosinee Supplemental Retirement Plan or (b) Section 4.1 or 4.2, as
applicable, under the Wausau Paper Mills Company Executive Officers'
Deferred Compensation Retirement Plan, determined under the terms of
such plans on December 16, 1997.
4.4 EARLY RETIREMENT BENEFITS OF EXECUTIVE OFFICERS. Subject to
the limitations elsewhere contained in this Plan, an Executive Officer
who terminates his employment with the Company and each Affiliated
Employer on or after attaining his Early Retirement Age, but prior to
attaining his Normal Retirement Age, shall be entitled to an early
retirement benefit in the form of a single life annuity equal to the
amount to which he would have been entitled to under Section 4.1 or
Section 4.2, as applicable, taking into consideration the provisions of
Section 4.3, if applicable, if he had then attained his Normal
Retirement Age; provided, however, that such benefit shall be reduced
by .4166% for each full calendar month, from and including the month in
which the Participant's 55th birthday occurs to the month in which his
62nd birthday occurs, by which the calendar month in which payment of
the early retirement benefit provided for in this Section 4.4 precedes
the date on which such Participant would have attained his Normal
Retirement Age.
4.5 SURVIVING SPOUSE BENEFITS. Subject to the limitations
elsewhere contained in this Plan, the Surviving Spouse of a Participant
who dies prior to commencement of any other benefit hereunder,
including the Surviving Spouse of a former Participant who terminated
employment because of Disability, shall be eligible for a Surviving
Spouse benefit commencing as of the last to occur of (1) the first day
of the first month following the month in which the Participant's death
occurs or (2) the date on which the Participant would have been
eligible to receive payment of a benefit under Section 4.4, or in the
case of a Participant who terminated employment because of Disability,
commencing as of the date on which the former Participant would have
attained age 55, and such Surviving Spouse benefit shall be equal to
50% of the monthly benefit which would have been payable to the
deceased Participant under this Plan if he had retired the day before
his death and payment of his benefit had commenced on such date
assuming, in the case of a former Participant who terminated employment
because of a Disability, that the benefit payable to such former
Participant at Normal Retirement Age under Section 4.1 or 4.2, as
applicable, would have been payable in reduced form at age 55 pursuant
to Section 4.4, and, assuming further, that in the case of a
Participant or former Participant who died prior to attaining age
55 or prior to the date on which the Participant or former Participant
had completed 10 years of Continuous Service, that a benefit would have
been payable to such deceased Participant or former Participant as of
the later of the dates described in (1) and (2), above; provided,
however, that the benefit payable to the Surviving Spouse of a
Participant or former Participant who died prior to the completion of 5
years of Continuous Service shall be reduced by 20% for each year of
Continuous Service less than 5 accrued by such deceased Participant or
former Participant.
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4.6 FORM, COMMENCEMENT AND DURATION OF PAYMENTS.
(a) A 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 Section 4.1, 4.2
or 4.4 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 Section 4.1, 4.2
or 4.4 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 Section 4.1, 4.2, or
4.4, 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.
(b) Monthly benefit payments to the Participant (and, if
applicable, his Surviving Spouse) under Section 4.1, 4.2, 4.4
or 4.5, or a lump sum payment provided for under Section
4.5(a) with respect to a benefit accrued under Section 4.1,
4.2 or 4.4, shall commence on the first day of the month
following the Participant's termination of employment or, if
applicable, the date specified in Section 4.5 as the date on
which the Participant's Surviving Spouse became eligible for a
Surviving Spouse benefit, and shall continue, subject to the
provisions of Section 4.8, until the month in which the death
of the Participant (or, if applicable, his Surviving Spouse)
occurs; provided, however, that a Participant or Surviving
Spouse may elect to defer receipt of an early retirement
benefit or Surviving Spouse benefit, as applicable, for any
period of time not in excess of the date on which the
Participant would have attained his Normal Retirement Age.
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
provided for in this Plan.
(c) A Participant (or, if applicable, his Surviving Spouse) who
has begun to receive his accrued benefit in the form of an
annuity pursuant to Section 4.6(a), may, subject to the
consent of the Board of Directors, elect to receive the unpaid
value of his annuity in the form of a lump sum distribution.
The value of such lump sum distribution shall be determined in
accordance with the same actuarial assumptions and interest
rate then being used to determine the value of a lump sum
distribution of a participant's Retirement Benefit under the
terms of the Retirement Plan. The payment of such lump sum
distribution shall be made in accordance with the terms of the
consent of the Board of Directors to such payment.
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4.7 CHANGE OF CONTROL.
(a) In the event a Change of Control of the Company occurs, the
Company shall pay to each Participant a lump sum amount equal
to the present value of the Participant's accrued normal
retirement benefit, as determined under Section 4.1, as of the
first day of the first month following such Change of Control
of the Company on which such Participant is not an employee of
the Company, whether or not such Change of Control of the
Company occurred prior to the date on which such Participant
shall have ceased to be an employee of the Company. Upon
payment of the lump sum amount provided for in this Section
4.7(a), the Company shall have no further obligation to pay
any benefits under this Plan. Notwithstanding the foregoing,
if a Participant has less than five years of Continuous
Service as of the date of the Change of Control, the amount
paid to such Participant under this Section 4.7(a) shall equal
(i) the amount described in the first sentence of this Section
4.7(a) times (ii) a fraction, the numerator of which is the
number of years and fractions thereof of the Participant's
Continuous Service as of the date of the Change of Control and
the denominator of which is five.
(b) In the event a Change of Control of the Company occurs after
the Participant's death and whether or not a benefit shall
have then become payable to the Participant's Surviving
Spouse, the Company shall pay to such Participant's Surviving
Spouse, if then living, the present value of the unpaid
Surviving Spouse benefit. Upon payment of the lump sum amount
provided for in this Section 4.7(b), the Company shall have no
further obligation to pay any benefits under this Plan.
Notwithstanding the foregoing, if a Participant had less than
five years of Continuous Service as of the date of his or her
death before the Change of Control, the amount paid to such
Participant Surviving Spouse under this Section 4.7(b) shall
equal (i) the amount described in the first sentence of this
Section 4.7(a) times (ii) a fraction, the numerator of which
is the number of years and fractions thereof of the
Participant's Continuous Service as of the date of death and
the denominator of which is five.
(c) For purposes of this Plan, a "Change of Control of the
Company" shall mean:
(1) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934 (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 the Company (the "Outstanding Company
Common Stock") or (B) the combined voting power of the
then outstanding voting securities of the Company
entitled to vote generally in the election of directors
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(the "Outstanding Company Voting Securities"); excluding,
however, the following: (i) any acquisition directly from
the Company other than an acquisition by virtue of the
exercise of a conversion privilege unless the security
being so converted was itself acquired directly from the
Company, (ii) any acquisition by the Company, (iii) any
acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any
entity controlled by the Company, (iv) any acquisition
pursuant to a transaction which complies with clauses
(A), (B), and (C) of paragraph (3) of this Section
4.7(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 Company
Common Stock or Outstanding Company 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 Company Common Stock or Outstanding Company
Voting Securities by the Company; provided, however, that
this clause (vi) shall not apply to any acquisition of
Outstanding Company Common Stock or Outstanding Company
Voting Securities not described in clauses (i), (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 Company Common Stock or Outstanding Company
Voting Securities by reason of share purchases by the
Company; or
(2) A change in the composition of the Board of
Directors ("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 the Company'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
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(3) Consummation of a reorganization, merger or
consolidation, or sale or other disposition of all or
substantially all of the assets of the Company 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
Company Common Stock and Outstanding Company 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 the Company or all or substantially all
of the Company'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 Company Common Stock and Outstanding Company
Voting Securities, as the case may be, (B) no Person
(other than the Company, any employee benefit plan (or
related trust) of the Company, 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 the Company 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 Company Common Stock or
Outstanding Company 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
(5) the Smith Entities acquire beneficial ownership of
more than 35% of the Outstanding Company Common Stock or
Outstanding Company Voting Securities or of the
outstanding shares of common stock or the combined voting
power of the then outstanding voting securities entitled
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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 the Company of a
complete liquidation or dissolution of the Company.
For purposes of this Section 4.7(b), 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
the Company (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 4.7(b), 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 the Company (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 4.7(b), 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.
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(d) For purposes of this Plan, the present value of a
Participant's retirement benefit or the 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.
4.8 FORFEITURE OF BENEFITS. Despite any other provision of this
Plan, a Participant's or Surviving Spouse's, as applicable, eligibility
for benefit payments under the Plan 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 Surviving Spouse
pursuant to this Plan 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
participates 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 Surviving Spouse pursuant to this Plan
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 4.8(b).
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(c) The Company shall have sole discretion to stop payment of any
benefit or refuse to make payments otherwise due the
Participant or his Surviving Spouse pursuant to this Plan 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 or because 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 Surviving Spouse
who, for any reason, is not eligible for and does not receive
a benefit under the provisions of the Retirement Plan.
4.9 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.
4.10 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.
4.11 CLAIMS PROCEDURE. Each Participant or Surviving Spouse 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 such
person, setting forth the specific reasons for such denial and
outlining the review procedure of the Company. Each such Participant
or Surviving Spouse shall be given a reasonable opportunity for a full
and fair review by the Company of the decision by which the claim was
denied.
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ARTICLE V
PROVISION FOR BENEFITS
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. No Participant or
Surviving Spouse, nor any other potential or actual recipient of
benefits under the provisions of this Plan 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, Surviving Spouse 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.
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ARTICLE VI
AMENDMENT AND TERMINATION OF THE PLAN
6.1 AMENDMENT. The Company reserves the right to amend the Plan
from time to time and at any 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.
6.2 TERMINATION. The Company reserves the right to terminate the
Plan at any time and for any reason; provided, however, that upon
termination, each Participant's accrued benefit shall be fully vested
subject only to the provisions of Section 4.8. A Participant's
"accrued benefit" shall mean the benefit which would be paid or payable
pursuant to this Plan following the Participant's termination of
employment 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 Continuous Service recognized under Section 3.2
and the denominator of which is ten.
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ARTICLE VII
MISCELLANEOUS
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 as an Executive Officer or in any other
capacity, or as a limitation of the right of the Company to discharge
any of its employees, with or without cause.
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 act with
respect to the Plan.
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.
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.
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.
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.
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