Exhibit 10.15
APPLETON PAPERS INC.
NEW DEFERRED COMPENSATION PLAN
The Appleton Papers Inc. New Deferred Compensation Plan provides eligible
executives an opportunity to defer base salary and/or bonuses. With the
exception of FICA taxes, monies deferred are not subject to Federal and/or State
income taxation until they are distributed to the participant.
I. Establishment and Purpose
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Appleton Papers Inc. (the "Company") established an unfunded deferred
compensation plan within the meaning of Sections 201(2), 301(a)(3), and
401(a)(1) of the Employee Retirement Income Security Act of 1974, as
amended, and the regulations thereunder ("ERISA") for a select group of
management and/or highly compensated employees. Such plan, as set forth
in this document, is known as the Appleton Papers Inc. New Deferred
Compensation Plan (the "Plan"). The effective date of the Plan (the
"Effective Date") is the first day of the month coinciding with or next
following acquisition of the Company by Paperweight Development
Corporation.
For purposes of the Plan, the word "Company" includes any affiliates
and subsidiaries of Appleton Papers Inc. that adopt this Plan with the
consent of Appleton Papers Inc.
II. Eligibility
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Certain key executives who occupy the positions set forth below with
respect to the Company, who are selected by the Board of Directors of
the Company (the "Board of Directors"), or the officer or committee
designated by the Board of Directors are eligible for participation in
the Plan:
. Chief Executive Officer
. Vice Presidents
. Mill Managers
In addition, the Board of Directors (or the officer or committee
designated by the Board of Directors), may designate any other
executive employee of the Company as eligible to participate in the
Plan, provided however, that any such executive is a member of a select
group of management or highly compensated employees as determined for
purposes of ERISA.
Eligible employees who elect to participate in the Plan and make
deferrals hereunder are referred to herein as "Participants".
III. Plan Year
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The "Plan Year" is the 12-month period beginning on each January 1 and
ending on each December 31. The first Plan Year shall commence on the
Effective Date.
IV. Salary and/or Bonus Deferral
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Participants may defer all or a portion of either their base salary
and/or bonus on an annual basis. The minimum base salary deferral is
$400 per month. The minimum bonus deferral is 25% of the bonus amount.
In addition, a Participant may elect to defer such other amounts of
compensation as the Company may agree pursuant to an employment
agreement, separation agreement, retention or loyalty bonus agreement
or other similar written contractual arrangement with the Participant;
provided that the terms and conditions of such agreement or other
arrangement shall be, and are, incorporated herein and made a part
hereof to the extent necessary for the proper administration thereof.
Participants shall be provided deferral election forms and detailed
instructions during the month of October prior to each plan year (or,
prior to the first day of the month for which a deferral is made or
scheduled to commence, where an eligible employee is first made
eligible to participate other than as of the first day of a plan year).
Control procedures require that all eligible employees, whether or not
they elect to defer, complete and sign a deferred compensation election
form. Except as noted above, the completed and signed forms must be
returned to the Plan Administrator by the first day of November prior
to the applicable plan year. For the Plan Year commencing on the
Effective Date, such election must be made prior to the Effective Date
(or such other date prior to the Effective Date as the Company may
permit).
Amounts deferred are credited to the Participant's deferred
compensation account as of the date on which the salary and/or bonus
normally would have been paid. FICA and other tax obligations
attributable to such deferrals shall be deducted from the amount
scheduled for deferral, at the time of deferral.
V. Special Company Matching Contribution.
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A Participant may receive a Special Company Match pursuant to Exhibit
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A, attached hereto; provided, however, the Board of Directors (or the
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officer or committee designated by the Board of Directors), may
designate any other executive employee of the Company as eligible to
receive a Special Company Match hereunder. Any Company Match credited
to the account of a Participant shall be administered in accordance
with the terms and conditions of the Plan.
VI. Earnings on Deferred Compensation
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Earnings are credited to each Participant's account as of the first day
of each month, before any additional deferrals for that month are
credited. The amount of earnings so credited for a month is calculated
by multiplying the Participant's account balance as of the beginning of
such month by an interest factor determined as follows: the weekly
average rate for 10-year Treasury notes (as reported by the Federal
Reserve Board and quoted in The Wall Street Journal), for the last week
ending within such month. Accounts are not actually invested.
For the month with respect to which a Participant's account is required
to be fully and finally distributed, and after earnings are calculated
and credited for such final month, the account shall be deemed to have
been distributed on the first day of such month (irrespective of the
actual date of distribution).
Notwithstanding any other provision of this Article VI, the value of
any loyalty payment (relating to the Paperweight Development
Corporation acquisition of the Company) deferred under this Plan (after
adjustment for FICA and other tax obligations attributable thereto)
shall, at the time of deferral, be converted to notional shares of the
Common Stock of the Company, based on the most recent valuation of the
Company by the ESOP trustee, and thereupon shall be credited to the
Participant's account. The value of each notional share payable on a
distribution event shall be the greater of: (i) the fair market value
of a share of Common Stock, determined by reference to the most recent
appraisal of the Common Stock obtained by the ESOP trustee, (2) the
price per share of Common Stock received as a result of a Change of
Control (as defined in the Appleton Papers Inc. Long Term Incentive
Plan) or (3) a public offering price.
VII. Payout
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Participants may designate, from the following options, how their
deferred amounts are to be paid out upon retirement:
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. a single sum in January following the year of retirement.
. annual installments over 5, 10, or 15 years beginning in
January following the year of retirement.
Such designation must be delivered to the Company, in writing, no later
than November 1 of the year immediately preceding the year in which the
Participant's retirement date occurs. If no designation is made prior
to such time, such deferred amounts shall be paid out as provided in
Article XIV hereof. Such designations may not be changed after
retirement or termination of employment for any other reason.
For purposes of this Plan, "retirement" means termination of employment
at or after a participant's Normal or Early Retirement Date, as those
terms are defined in the Appleton Papers Inc. Retirement Plan for
Non-Bargaining Unit Employees (or, if applicable, the similar plan of a
company affiliated or under common control with the Company in which
the participant is participating or is a member at the time of
termination of employment with the Company).
VIII. Beneficiary
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All Participants are required to complete a beneficiary notice
designating how their deferred compensation account is to be
distributed in case of death. Participants may change their beneficiary
designations from time to time by completing an amended beneficiary
notice.
IX. No Transfer
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Except as permitted by Article VIII, no rights of any kind under this
Plan can be transferred or assigned by the Participant or any
designated beneficiary or be subject to alienation,
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encumbrance, garnishment, attachment, execution, or levy or seizure by
legal process of any kind, voluntary or involuntary.
X. Hardship Withdrawal
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Once deferred, the funds are expected to remain in the deferred account
until the date elected for distribution. However, in the case of a
severe financial hardship or genuine financial emergency caused by
accident, illness, or other event totally beyond the control of the
participant, application may be made for withdrawal from the account to
cover actual expenses. In the event of such withdrawal, deferrals shall
be stopped for the balance of the current plan year, as well as the
next full plan year. The application must be in writing and include all
of the details relevant to the situation. The Plan Administrator is the
sole judge of the severity of the situation and the amount, if any,
which may be withdrawn.
Hardship withdrawals are paid in a single sum as soon as
administratively possible following the date of determination of severe
financial hardship or emergency.
XI. Special Withdrawal Prior to Full Distribution of Account
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Notwithstanding any other provision of this Plan, a Participant
(whether an active Employee of the Company, or a former Employee or
Retiree of the Company with a continuing deferred account balance) may
at any time request a withdrawal of all or any portion of his deferred
account prior to the full distribution thereof, subject to the
irrevocable forfeiture of ten percent (10%) of the amount so withdrawn.
Any such forfeiture shall revert solely to the Company. The amount of
such withdrawal, reduced by such forfeiture and any applicable tax
withholdings, shall be paid to the Participant as soon as reasonably
practicable after the receipt of a written request therefor.
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Any withdrawal made under this Article XI shall be made from the
Participant's Account for each Year in the amounts and proportions
specified by the Participant; provided that if the Participant does not
so specify, such withdrawals shall be made proportionately out of the
balance of such accounts outstanding at the time of withdrawal and
shall thereby proportionately reduce the amounts of distributions
therefrom.
If any such withdrawal causes the balance of the Participant's Account,
or the account of any other Participant, to be or become taxable by the
Internal Revenue Service, such withdrawal, and the right to make future
withdrawals, shall be deemed to be null and void ab initio, and the
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Participant shall redeposit the withdrawn amount to with the Company
(and any amounts forfeited shall be restored by the Company to the
Participant's account), subject to the other terms and conditions of
this Plan. This redeposit requirement is a condition to participation
in this Plan.
XII. Newly Eligible Participants
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Executives attaining one of the positions described in Article II above
by means of employment or promotion are eligible for participation
beginning with the plan year following the date of their selection for
participation. Newly eligible participants will be provided with
deferral election forms prior to their first plan year of eligibility.
The completed and signed forms must be returned to the Plan
Administrator by the first day of November prior to the applicable plan
year (or, if the date of selection is on or after November 1 of such
year, by the last day of the month prior to the applicable plan year).
XIII. Transfer to a Non-Eligible Position
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Participants who are transferred from an eligible to a non-eligible
position are prohibited from deferring additional monies into their
accounts as of the date of the reassignment. However, their previously
elected payout schedules remain in force.
XIV. Payout in the Event of Death or Termination
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If the Participant dies, or terminates service for any reason other than
retirement, all deferred monies are paid out in a single sum in the
month following the month of death or termination. This distribution is
made regardless of the payment method previously elected.
XV. Administration of the Plan
--------------------------
The Company has appointed the Vice President Human Resources (the "Plan
Administrator") to administer the Plan. The Plan is administered under
the guidelines established by the Plan Administrator, which has sole
discretionary authority over the administration of the Plan.
The Company reserves the right to modify, amend or terminate the plan at
any time, provided, however, that no such action will have the effect of
diminishing the benefits payable hereunder in respect of any person then
participating in or receiving benefits under this Plan, without the
consent of such person.
XVI. General Provisions
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A. Finality of Determination. The determination of the Plan
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Administrator as to any disputed questions arising under this Plan,
including questions of construction and interpretation shall be
final, binding, and conclusive upon all persons.
B. Expenses. The expenses of administering the Plan shall be borne by
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the Company.
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C. Indemnification and Exculpation. The Plan Administrator, its agents
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and the officers, directors, and employees of the Company shall be
indemnified and held harmless by the Company against and from any and
all loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by them in connection with or resulting from any
claim, action, suit, or proceeding to which they may be a party or in
which they may be involved by reason of any action taken or failure to
act under this Plan and against and from any and all amounts paid by
them in settlement (with the Company's written approval) or paid by
them in satisfaction of a judgment in any such action, suit, or
proceeding. The foregoing provision shall not be applicable to any
person if the loss, cost, liability, or expense is due to such
person's gross negligence or willful misconduct.
D. Funding. All benefits paid under this Plan shall be paid from the
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general assets of the Company. Such amounts shall be reflected on the
accounting records of the Company but shall not be construed to create
or require the creation of a trust, custodial, or escrow account. No
Participant shall have any right, title, or interest whatever in or to
any investment reserves, accounts, or funds that the Company may
purchase, establish, or accumulate to aid in providing benefits under
this Plan. Nothing contained in this Plan, and no action taken
pursuant to its provisions, shall create a trust or fiduciary
relationship of any kind between the Company and a Participant or any
other person. Neither a Participant nor any beneficiary of a
Participant shall acquire any interest greater than that of an
unsecured creditor.
E. Action by the Company. Any action required of or permitted by the
---------------------
Company under this Plan shall be by resolution of the Board of
Directors or any person or persons authorized by resolution of the
Board of Directors including, but not limited to, the Plan
Administrator.
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F. Employee Rights. Establishment of the Plan shall not be construed to
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give any Participant the right to be retained by the Company or to any
benefits not specifically provided by the Plan.
G. Severability. In the event any provision of the Plan shall be held
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invalid or illegal for any reason, any illegality or invalidity shall
not affect the remaining parts of the Plan, but the Plan shall be
construed and enforced as if the illegal or invalid provision had
never been inserted, and the Company shall have the privilege and
opportunity to correct and remedy such questions of illegality or
invalidity by amendment as provided in the Plan.
H. Applicable Law. The Plan is fully exempt from Titles II, III, and IV
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of ERISA. The Plan shall be governed and construed in accordance with
the laws of the State of Wisconsin, except to the extent such laws are
preempted by ERISA.
I. Appeals from Denial of Claims. If any claim for benefits under the
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Plan is wholly or partially denied, the claimant shall be given notice
in writing within a reasonable period of time after receipt of the
claim by the Plan (not to exceed 90 days after receipt of the claim
or, if special circumstances require an extension of time, written
notice of the extension shall be furnished to the claimant and an
additional 90 days will be considered reasonable) by registered or
certified mail of such denial, written in a manner calculated to be
understood by the claimant, setting forth the following information:
(i) the specific reasons for such denial;
(ii) specific reference to pertinent Plan provisions on which the
denial is based;
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(iii) a description of any additional material or information necessary for
the claimant to perfect the claim and an explanation of why such
material or information is necessary; and
(d) an explanation of the Plan's claim review procedure.
The claimant also shall be advised that he or his duly authorized
representative may request a review by the Plan Administrator of the
decision denying the claim by filing with the Plan Administrator, within 60
days after such notice has been received by the claimant, a written request
for such review, and that he may review pertinent documents, and submit
issues and comments in writing within the same 60-day period. If such
request is so filed, such review shall be made by the Plan Administrator
within 60 days after receipt of such request, unless special circumstances
require an extension of time for processing, in which case the claimant
shall be so notified and a decision shall be rendered as soon as possible,
but not later than 120 days after receipt of the request for review. The
claimant shall be given written notice of the decision resulting from such
review, which notice shall include specific reasons for the decision,
written in a manner calculated to be understood by the claimant, and
specific references to the pertinent Plan provisions on which the decision
is based. Only upon the exhaustion of the administrative remedies outlined
above may a claimant or his duly authorized representative begin a legal
action pressing a claim for benefits under the Plan.
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APPLETON PAPERS INC. ATTACHMENT A
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NEW DEFERRED COMPENSATION PLAN
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EXHIBIT A
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SPECIAL COMPANY MATCH
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OVERVIEW
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Due to tax law limitations/1/ on contributions to the Appleton Papers Savings
and Employee Stock Ownership Plan (the "KSOP" or "Plan"), some executives are
not able to receive the full amount of "matching contributions" available under
the Plan. Normally, the Company matches the first 6% of elective deferrals at
$1.00 on the dollar for employee deferrals to the Executive's ESOP Accounts and
$.50 on the dollar for deferrals to non-ESOP accounts.
In addition, eligible Appleton Papers executives who elect to defer income under
the Appleton Papers Inc. New Deferred Compensation Plan are not currently
eligible for Company matching contributions on that portion of their income that
would have been previously eligible for a 401(k) match.
To partially remedy this situation, Appleton Papers provides a Special Company
Match of $.50 on each dollar that cannot be matched under the Plan because of
these tax limitations, and on income deferred under the New Deferred
Compensation Plan. The maximum Special Company Match is the difference between a
theoretical match (not to exceed $10,000) and the actual 401(k) match (but
assuming the actual match in all events to be $.50 for each dollar up to 6% of
pay).
The details of this Special Company Match are explained below.
ELIGIBILITY
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1. Executives selected by the Compensation Committee as eligible for
participation in the Appleton Papers Inc. New Deferred Compensation Plan
will also be eligible for the Special Company Match. To actually receive a
Special Company Match, executives must defer salary and/or bonus to the New
Deferred Compensation Plan.
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/1/Tax law limits the amount of elective contributions that can be made
under the Company Plan (for the year 2001, the indexed maximum elective deferral
is $10,500), and the amount of compensation that may be used for benefit
purposes (for the year 2001, the indexed maximum compensation is $170,000).
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2. Executives must also be Participants in the KSOP, and elect to defer a
minimum of 6% of eligible Compensation into the Plan.
ADMINISTRATION
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1. Appleton Papers will credit a Special Company Match to the Participant's
account in the New Deferred Compensation Plan, which is the difference
between the theoretical 401(k) match (not to exceed $10,000) and the actual
401(k) match (prorated to $.50 on the dollar up to 6% of pay). The
theoretical match is 3% of eligible compensation as defined under the Plan,
not reduced by IRS limits or other deferral decisions. This will typically
be base salary plus bonus.
2. The Special Company Match may not exceed 50% of the amount actually being
deferred by the Participant under the Appleton Papers New Deferred
Compensation Plan for the year to which the Special Company Match applies.
3. Each January, Appleton Papers will calculate the amount of any Special
Company Match dollars to be added to the Participant's deferred
compensation account. The adjustment will be made as of February 1st, at
which time the Special Company Match will first become subject to interest
earnings.
Example of Year-end Calculation: Assume Executive earns $150,000 salary +
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$50,000 bonus and elects to defer 6% under the Plan and the entire bonus
under the Appleton Papers New Deferred Compensation Plan.
Year
Executive's Name ______________________ 2000
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I. DETERMINATION OF "SPECIAL MATCH"
Total Salary Earned $ 150,000
Total Bonus Earned 50,000
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Total Compensation $ 200,000
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Theoretical Match Available* 6,000
Actual 401(k) Match** -4,500
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Available Special Company Match
Through Deferred Comp.*** $ 1,500
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* 3% of Total Compensation, not to exceed $10,000.
** Actual from payroll system (prorated to $.50 on the dollar up to 6%
of pay).
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*** Limited to 50% of compensation actually deferred under the Appleton
Papers New Deferred Compensation Plan by Participant.
II. NEW DEFERRED COMPENSATION PLAN SUMMARY
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Salary/Bonus $ 50,000
Special Company Match 1,500
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Appleton Papers New Deferred Comp. Total $ 51,500
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4. The payout of the Special Company Match dollars held within the
Appleton Papers Inc. New Deferred Compensation Plan will follow the
payout option selected under the appropriate salary/bonus deferral
election.
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