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Exhibit 10.7
TUSCARORA INCORPORATED
RETIREMENT POLICY AND PLAN FOR NON-EMPLOYEE DIRECTORS
(As Amended by the Board of Directors on December 14, 1994)
The purpose of the Retirement Policy and Plan for Non-Employee
Directors (the "Plan") is to set forth the policy of Tuscarora Incorporated
(the "Company") with regard to the retirement of directors of the Company who
are not current or former employees of the Company (the "Non-Employee
Directors") and to provide retiring Non-Employee Directors with post-retirement
benefits in recognition of their service to the Company.
SECTION I.
Retirement Policy;
Application to Present Directors
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It is the policy of the Company that Non-Employee Directors
not be nominated by the Board of Directors for reelection as directors after
the Non-Employee Directors have reached the age of 70.
The policy set forth in of the preceding paragraph does not
apply to any Non-Employee Director who is a director as of the effective date
of the Plan.
SECTION II.
Retirement Benefits
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Any Non-Employee Director who (i) has retired from the Board,
(ii) has reached the age of 60 and (iii) had completed at least five years of
service on the Board of Directors of the Company at the time he retired from
the Board shall receive a retirement benefit equal to 50% of the maximum amount
payable each year to active Non-Employee Directors as a retainer and for
attendance at meetings of the Board. Payments will be made to retired
Non-Employee Directors at the same time and in the same manner as payments are
made to active directors. The Non-Employee Director benefits shall not include
any compensation for committees served upon or bonuses provided to active
directors.
Non-Employee Director benefits for any Non-Employee Director
shall terminate upon the earliest to occur of (i) expiration of a period of
time equal to the period of time the Non-Employee Director served upon the
Board of the Company, (ii) the death of such director or (iii) the tenth
anniversary of the date on which the Non-Employee Director retires from the
Board of Directors. There are no survivor benefits payable under the Plan.
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A Non-Employee Director shall not be considered to have
"retired" if, among other things, such director is involuntarily terminated by
the Board.
SECTION III.
Administration
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The Plan shall be administered by the Board of Directors of
the Company. The Board shall interpret the Plan and prescribe such rules,
regulations and procedures in connection with the operations of the Plan as it
shall deem to be necessary and advisable for the administration of the Plan
consistent with the purposes of the Plan.
Neither the Company nor the Board shall be liable for any act
done or interpretation made in good faith or for any good faith omission to act
with respect to the Plan, including without limitation interpretation of what
constitutes "retirement" of a Director and what constitutes ordinary director
compensation at any time.
SECTION IV.
Amendment or Termination of Plan
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The Board reserves the right to amend or terminate the Plan at
any time. No amendment or termination shall affect the rights under the Plan
of any retired Non-Employee Director receiving benefits at the time of such
amendment or termination, nor shall it result in the forfeiture of any benefits
paid under the Plan before the effective date of the amendment or termination.
SECTION V.
Effective Date
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The Plan shall become effective on June 25, 1991.
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