Exhibit 10.1
STANDARD FORM OF PERFORMANCE UNIT
GRANT AGREEMENT
WAUSAU-MOSINEE PAPER CORPORATION
2000 STOCK INCENTIVE PLAN
GRANT OF PERFORMANCE UNITS
Grant 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 "Grantee") to evidence the Grant set forth herein under
the terms of the Wausau-Mosinee Paper Corporation 2000 Stock Incentive Plan
(the "Plan").
1. GRANT OF PERFORMANCE UNITS AND DIVIDEND EQUIVALENTS. The Corporation
hereby awards the Grantee a Grant of ___________ Performance Units (the
"Units") and the related Dividend Equivalents specified in Section 2, each upon
the terms and conditions of this Grant Agreement and the Plan, including those
of the Plan hereinafter stated.
2. DIVIDEND EQUIVALENTS. On each date on which (a) the Units granted
pursuant to this Agreement have not become vested or have not been forfeited
pursuant to Section 3, and (b) the Company pays a cash dividend to holders of
Common Stock (each, a "Dividend Payment Date"), an additional number of whole
and fractional Units ("Additional Units") will be credited to the Grantee in an
amount determined by dividing (x) the aggregate cash dividends which would have
been paid on the number of shares of Common Stock (a "Share") into which the
Units then credited to the Grantee under this Grant would be converted upon
vesting on the basis of one Share per Unit, by (y) the Fair Market Value of a
Share on such Dividend Payment Date. All Additional Units so credited shall be
subject to the same terms and conditions as the Units granted pursuant to
Section 1 and such Additional Units shall be forfeited in the event that the
Units granted pursuant to Section 1 are forfeited. Additional Units, once
credited to Grantee pursuant to this Section 2, shall be referred to as
"Units."
3. VESTING. Subject to the terms and conditions of this Grant Agreement,
the Units shall vest, and the restrictions with respect to the Units shall
lapse, only upon attainment of each of (a) the Corporation's financial
performance goals specified in Section 3.1, and (b) completion of the service
specified in Section 3.2. In the event any one or more of such conditions is
not satisfied, or if the Grantee shall incur a Termination of Service for
Cause, the Grantee's rights to the Units (including all Units derived from
Additional Units) and this Grant shall be immediately and irrevocably
forfeited.
3.1 FINANCIAL PERFORMANCE OF THE CORPORATION. The condition to vesting
based on the Corporation's financial performance shall be satisfied on 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 percentage of Units subject to this Grant 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:
Percentage of Units
As To Which Condition Threshold
On Vesting is Satisfied ROCE
______ ____
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.
3.2 MINIMUM SERVICE REQUIRED. The condition to vesting based on the
Grantee's continued service shall be satisfied only if the Grantee has not
incurred a Termination of Service on or before December 31, ______, except in
case of a Termination of Service by reason of the Grantee's death, Disability,
or Retirement, or, to the extent provided in Section 12.1 of the Plan, a Change
in Control of the Corporation.
4. NO SHAREHOLDER RIGHTS. The Units evidenced by this Grant Agreement do
not and shall not entitle Grantee to any rights of a shareholder of Common
Stock. The rights of Grantee with respect to the Units shall remain
forfeitable at all times prior to the date on which such rights become vested,
and the restrictions with respect to the Units lapse, in accordance with
Section 3.
5. CONVERSION OF UNITS, ISSUANCE OF COMMON STOCK OR CASH. Upon satisfaction
of all conditions to vesting set forth in Section 3, the Committee shall, in
its sole discretion, direct the Corporation to deliver, with respect to each
Unit so vested, a certificate representing one Share, cash equal to the Fair
Market Value of one Share, or any combination of the two; provided, however,
that any fractional Unit shall be paid in cash. Payment shall be made as soon
as practicable following the satisfaction of all conditions to the vesting of
such Units. In no event, however, shall the Corporation be obligated to
deliver any certificates for Shares 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 Common Stock under
any federal or state securities laws which the Corporation deems advisable.
6. 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 Units to
which this Grant relates 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
Grant as provided for in Section 3.5 of the Plan.
7. RESTRICTION ON TRANSFER. The Units and any rights under this Grant may
not be sold, assigned, transferred, pledged, hypothecated, or otherwise
disposed of by Grantee other than by will or by the laws of descent and
distribution, and any such purported sale, assignment, transfer, pledge,
hypothecation, or other disposition shall be void and unenforceable against the
Corporation.
8. TAX MATTERS. In order to comply with all applicable federal or state tax
laws or regulations, the Corporation may take such action as it deems
appropriate to ensure that all applicable federal or state payroll,
withholding, income, or other taxes, which are the sole and absolute
responsibility of Grantee, are withheld or collected from Grantee. In
accordance with the terms of the Plan, and such rules as may be adopted by the
Committee under the Plan, to the extent the Committee has not elected to
withhold any payments which it has otherwise elected to make in cash to Grantee
pursuant to Section 5 in settlement of this Grant, Grantee shall satisfy
Grantee's federal and state income tax withholding obligations arising from the
vesting of the Units, by delivering a check payable to the Corporation in the
amount of such taxes.
9. SHARES AS INVESTMENT. If not registered by the Corporation under the
Securities Act of 1933 (the "Act"), the Shares acquired pursuant to this Grant
will be "restricted" stock which will not be freely transferable by the holder.
The Grantee, for himself and any successor in interest of the Grantee,
accordingly represents and acknowledges, as a condition of this Grant, that (a)
Shares which are unregistered under the Act will be acquired for the Grantee's
(or Grantee's 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 which have not been
registered pursuant to the Act will bear a legend as to such restrictions on
transfer.
10. EMPLOYMENT. This Grant Agreement does not constitute a contract of
employment between the Corporation or any subsidiary of the Corporation and the
Grantee 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
Grantee, with or without cause, at any time.
11. CONSTRUCTION AND DEFINITIONS. This Grant Agreement is subject to and
shall be construed in accordance with the terms of the Plan which are
explicitly made applicable to this Grant Agreement and incorporated by this
reference. Unless otherwise defined, all terms used in this Grant 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. This
Agreement incorporates by reference all the terms, conditions and limitations
set forth in the Plan, and in the event of any conflict between the provisions
of this Grant Agreement and the Plan, the provisions of the Plan shall govern.
12. GOVERNING LAW. This Grant Agreement shall be governed by the internal
laws of the State of Wisconsin without reference to the principles of conflicts
of law.
13. BINDING EFFECT. This Grant Agreement shall be binding upon and inure to
the benefit of the Corporation and the Grantee and their successors.
IN WITNESS WHEREOF, the Corporation has caused this Grant Agreement to be
signed by its officer, thereunto duly authorized, and the Grantee has
acknowledged acceptance of this Grant in accordance with the terms of this
Grant Agreement and the Plan, all as of the Date of Grant.
GRANTEE WAUSAU-MOSINEE PAPER CORPORATION
______________________________ By:______________________________________
______________________________
As its