Wausau Paper Corp. 2011 Equity Incentive Compensation Plan

EX-10.1 3 wpex101.htm WP EXHIBIT 10.1 Exhibit 10.1 (W0276510).DOC



Exhibit 10.1


Wausau Paper Corp.

2011 Equity Incentive Compensation Plan



A portion of each individual officer’s grant, referred to below as the “Retention Award,” will vest upon meeting certain criteria relating to continued employment with the Company.  The remaining portion of the grant, referred to below as the “Performance Incentive,” will vest upon meeting both performance and continued employment criteria.  The maximum potential award for the CEO, chief financial officer, and each of the other executive officers with segment operating responsibility is described in the “Total Opportunity” column below.


 

Performance Units Granted

 

Retention

Award*

Maximum

Performance Incentive**

Total

Opportunity

 

 

 

 

CEO

23,996

 

215,960

 

239,956

 

 

 

 

 

 

 

 

Executive Vice President, Finance

9,152

 

59,487

 

68,639

 

 

 

 

 

 

 

 

Senior Vice President, Towel & Tissue

6,261

 

48,002

 

55,263

 

 

 

 

 

 

 

 

Senior Vice President, Paper

6,378

 

48,901

 

54,279

 


   *The Retention Award is a grant of performance units equal to a specified percentage of base salary, which vests and is converted to a right to receive common stock (or, in the Compensation Committee’s discretion, cash with an equivalent value) based on continuous employment with the Company (in the same position or in a position with greater authority) through January 3, 2013.

**The Performance Incentive is a grant of performance units equal to a specified percentage of base salary.  These performance units may vest and be converted to a right to receive common stock (or, in the Compensation Committee’s discretion, cash with an equivalent value) based on (1) continuous employment with the Company (in the same position or in a position with greater authority) through January 3, 2013; and (2) the Company’s achieving levels of Return on Capital Employed (“ROCE”) ranging from 5% ROCE to 14% ROCE.  For purposes of this plan, ROCE is determined by excluding base gains from timberland sales and adjusting for other extraordinary items (which may include, for example, facility closure charges, one-time expenses associated with certain major capital projects, black liquor tax credit impacts, or other similar items).  ROCE is calculated after incentive compensation expenses have been included.  No shares of common stock or cash wi ll be awarded if earnings are at the bottom of the targeted range of ROCE, and the number of shares of common stock or cash awarded will increase on a pro rata basis to the maximum potential award if ROCE is at the top of the targeted range.