Exhibit 10.2
WAUSAU-MOSINEE PAPER CORPORATION
2000 STOCK INCENTIVE PLAN
STANDARD FORM OF NON-QUALIFIED PERFORMANCE
STOCK OPTION AGREEMENT
Agreement made as of _________________ (the "Date of Grant") between
Wausau-Mosinee Paper Corporation, a Wisconsin corporation with its principal
place of business at Mosinee, Wisconsin (the "Corporation"), and
_________________ (the "Optionee") for the purpose of granting the Option
described below under the terms of the Wausau-Mosinee Paper Corporation 2000
Stock Incentive Plan (the "Plan").
1. GRANT OF OPTION. The Corporation hereby grants the Optionee as of the
Date of Grant the Option to purchase _________ shares of the common stock of
the Corporation (the "Shares") upon the terms and conditions of the Plan,
including those hereinafter stated.
2. PURCHASE PRICE. The Option Price shall be $_______ for each Share.
3. TIME OF EXERCISE.
(a) Extent to Which Option is Exercisable. This Option shall first
become exercisable as of the date of the report of the Corporation's
independent auditors on the consolidated financial statements of the
Corporation for the fiscal year ended December 31, ______, as to the number of
shares specified below if, but only if, the Corporation's Return on Capital
Employed ("ROCE"), as determined by such consolidated financial statements,
equals or exceeds the corresponding Threshold ROCE specified below:
Number of Shares
As To Which Option Threshold
Is Exercisable ROCE
_______ At least __%, but
less than __%
_______ At least __%
For purposes of this Grant, the term "Return on Capital Employed" for the
fiscal year ending December 31, ______ (the "Fiscal Year") shall mean that
percentage determined by dividing (a) the Corporation's net earnings before
interest and taxes for the Fiscal Year, by (b) the average monthly amount
(determined as of the last day of each month) of the sum of (1) the excess of
the Corporation's current assets over its current liabilities, and (2) the
Corporation's plant, property and equipment; provided, however, that such
amounts shall be determined in accordance with the meaning of such terms under
generally accepted accounting principles as applied by the Corporation in its
audited financial statements for the Fiscal Year. The Committee may, in its
sole discretion, change the threshold required to exercise the Option granted
hereunder at any time before the conclusion of the ______ Fiscal Year in order
to reflect the impact on the Corporation's ROCE of significant acquisitions,
dispositions, major mill expansions or contractions or similar extraordinary
events. It is the intention that such discretion be applied only in extreme
circumstances or in the event of the occurrence of such an event which was
unanticipated as of the Date of Grant.
(b) Exercise During Optionee's Lifetime. This Option has been granted
by reason of the Optionee's status as a current or prospective employee and is
exercisable during the Optionee's lifetime only by him and only if this Option
is exercised on or before the Expiration Date of this Option. For purposes of
this Agreement, the term "Expiration Date" of this Option means the first to
occur of:
(i) the twentieth anniversary of the Date of Grant;
(ii) if the Optionee's Termination of Service occurs because of
the death of the Optionee, the first anniversary of the Optionee's death;
(iii) if the Optionee's Termination of Service occurs because of
the Disability of the Optionee, the first anniversary of the Optionee's
Termination of Service;
(iv) if the Optionee's Termination of Service occurs because of
the Retirement of the Optionee, the second anniversary of the Optionee's
termination of Service;
(v) if the Optionee's Termination of Service occurs because of a
reason other than Disability, Retirement, or death, the last day of the third
month following the date of such termination of Service; or
(vi) if the Optionee's Termination of Service occurs because of
Cause, the date of such Termination of Service;
provided, however, that notwithstanding the foregoing, in the event the
Optionee incurs a Termination of Service for a reason other than for Cause
during the 12-month period following a Change in Control of the Corporation,
this Option shall be exercisable in accordance with the terms of Section
6.3(e)(vi) of the Plan.
(c) Exercise After Optionee's Death. In the event of Termination of
Service by reason of the Optionee's death, this Option may be exercised in
whole or in part prior to the Expiration Date specified in subparagraph
3(b)(ii) by his estate or his designee by will to the extent this Option was
exercisable by the Optionee immediately prior to his death, but only on or
before the first anniversary of the Optionee's death. In the event of the
Optionee's death after he had incurred a Termination of Service by reason of
Disability or Retirement, this Option may be exercised in whole or in part by
the Optionee's estate or his designee by will on or before the first to occur
of (i) the Expiration Date specified in subparagraph 3(b)(iii) or (iv), as the
case may be, and (ii) the first anniversary of the Optionee's death, but only
to the extent this Option was exercisable by the Optionee immediately prior to
his death.
4. METHOD OF EXERCISE.
(a) Notice of Exercise. This Option shall be exercisable by written
notice to the Secretary of the Corporation at its principal place of business
at Mosinee, Wisconsin. Such notice shall be in substantially the form set
forth as Form 1 attached to this Agreement and shall state the exact number of
Shares as to which this Option is being exercised and shall be signed by the
person or persons exercising this Option. The date of exercise shall be the
date such written notice and payment in a manner provided in subparagraph 4(c)
have been delivered to the Secretary of the Corporation either in person or by
depositing said notice and payment of the purchase price in the United States
mail, postage prepaid and addressed to the Secretary of the Corporation at the
Corporation's home business office.
(b) Minimum Number of Shares. This Option may be exercised in whole or
in part, but cannot be exercised with respect to any fractional Shares.
(c) Payment for Shares. A notice of exercise shall be accompanied by
payment of the full purchase price of such Shares (plus minimum required tax
withholding, if any) by:
(i) tendering cash (in the form of a check or otherwise) in such
amount;
(ii) except as otherwise provided by the Committee prior to
exercise of this Option, tendering Shares, by delivery of certificates or by
attestation, with a Fair Market Value on the date of exercise equal to such
amount; or
(iii) delivering irrevocable instructions to a broker to promptly
deliver to the Corporation the sale or loan proceeds equal to such amount,
along with documentation from such broker guaranteeing such payment;
provided, however, that the payment option otherwise provided in subparagraph
4(c)(ii) shall be void during any period in which the Corporation is, in the
opinion of its executive officers or legal counsel, prohibited from purchasing
or acquiring its common stock.
(d) Delivery of Shares. The Corporation shall deliver a certificate or
certificates representing Shares attributable to an exercise of this Option as
soon as practicable after the notice of exercise and payment shall have been
received. The certificate or certificates for the Shares as to which this
Option shall have been exercised shall be registered in the name of the person
or persons exercising this Option and shall be delivered as provided above to
the person or persons exercising this Option. The Corporation shall not be
obligated to deliver any certificates prior to the fulfillment by it of any
listing obligations with respect to the Shares on any exchange or over-the-
counter market or the registration or qualification of the Shares under any
federal or state securities laws which the Corporation deems advisable.
5. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. If the Common Stock is
changed into a greater or lesser number of shares as a result of a stock
dividend, stock split-up, or combination of Shares, then the number of Shares
subject to this Option and the Option Price shall be proportionately increased
or decreased to give effect to the change as provided for in Section 3.4 of the
Plan. In the event of any other change in the Common Stock or change in the
capitalization of the Corporation, the Committee may make such changes in the
terms of this Option as provided for in Section 3.5 of the Plan.
6. NON-TRANSFERABILITY OF OPTION. This Option may be exercised only by the
Optionee or, if the Optionee dies, by the personal representative or designee
under the Optionee's will or by the Optionee's estate, as the case may be.
Except as otherwise provided in the preceding sentence, this Option may not be
assigned, transferred, pledged or hypothecated in any way, shall not be
assignable by operation of law and shall not be subject to execution,
attachment or similar process. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of this Option contrary to the provisions
hereof, and the levy of any execution, attachment or similar process upon this
Option, shall be null and void and without effect.
7. SHARES AS INVESTMENT. If not registered by the Corporation under the
Securities Act of 1933 (the "Act"), the Shares acquired pursuant to the
exercise of this Option, will be "restricted" stock which will not be freely
transferable by the holder after exercise of this Option. The Optionee and any
successor in interest of the Optionee accordingly represents and acknowledges,
as a condition of the granting of this Option, that (a) Shares which are
unregistered under the Act will be acquired for the Optionee's (or his
successor'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 and
(b) that the certificates representing Shares purchased pursuant to this Option
which have not been registered pursuant to the Act will bear a legend as to
such restrictions on transfer.
8. EMPLOYMENT. This Agreement does not constitute a contract of employment
between the Corporation or any subsidiary of the Corporation and the Optionee
and it shall not affect the right of the Corporation or any present or future
subsidiary of the Corporation to terminate the employment of the Optionee, with
or without cause, at any time.
9. CONSTRUCTION AND DEFINITIONS. This Agreement is subject to and shall be
construed in accordance with the terms of the Plan which are explicitly made
applicable to this Agreement and incorporated by this reference. Unless
otherwise defined, all terms used in this Agreement, when capitalized, have the
same meaning as such terms are defined in the Plan and each such definition is
hereby incorporated by this reference. In the event of any conflict between
the provisions of this Agreement and the Plan, the provisions of the Plan shall
govern.
10. GOVERNING LAW. This Agreement shall be governed by the internal laws of
the State of Wisconsin without reference to the principles of conflicts of law.
11. BINDING EFFECT. This Option incorporates by reference all the terms,
conditions and limitations set forth in the Plan, and this Agreement shall be
binding upon and inure to the benefit of the Corporation and the Optionee and
their successors.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
signed by its officer, thereunto duly authorized, and the Optionee has
acknowledged his acceptance of this Option in accordance with the terms of this
Agreement and the Plan, all as of the Date of Grant.
OPTIONEE: WAUSAU-MOSINEE PAPER CORPORATION
______________________________ By:______________________________________
______________________________
As its
WAUSAU-MOSINEE PAPER CORPORATION
2000 STOCK INCENTIVE PLAN
NOTICE OF INTENT TO EXERCISE STOCK OPTION
The undersigned Optionee hereby exercises the Option to purchase shares
of common stock of Wausau-Mosinee Paper Corporation under the Corporation's
2000 Stock Incentive Plan as follows:
DATE OF GRANT: __________________, _____
TYPE OF OPTION: Non-qualified Stock Option
NUMBER OF SHARES: ____________ (whole shares only)
OPTION PRICE: $___________ per Share
INCOME TAX DUE: $___________(Optionee is required to make a cash payment or
to direct the Corporation to withhold shares
having a fair market value equal to the amount of
withholding required.)
TOTAL AMOUNT DUE: $___________
METHOD OF PAYMENT:Indicate the method or methods by which payment will be made:
Check
Surrender of Common Stock
No. of Shares surrendered:_______ by delivery
by attestation
(Shares must have been purchased on the open market and held for at
least 6 months. If surrendering shares by attestation, attach
statement specifying the stock certificates representing shares
which are to be treated as exchanged. Statement should be signed
by Optionee or, if held in street name, by broker.)
Cashless exercise and sale or loan by broker (attach copy of broker
sale or loan agreement) By checking this box, the Optionee
certifies that no shares to be sold will violate any Corporation
policies on ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
Date: _______________, 200__.
Optionee Name: _______________________Signature:__________________________
Social Security No. ____________________
Address: Street: ______________________________________________________________
City: _______________________ State: ____ Zip:_____________