Wausau Paper Corp. 2013 Equity Incentive Compensation Plan

Exhibit 10.2

Wausau Paper Corp.

2013 Equity Incentive Compensation Plan

Grants of performance units under the 2013 Equity Incentive Compensation Plan will vest upon the Company’s attainment of certain targeted levels of “total shareholder return.” The calculation of total shareholder return is measured over a three year period, and is calculated by reference to a “target” and a “maximum” total shareholder return.  If total shareholder return is at the target (7% per year return, or 22.5% over the three-year performance period), grant recipients will receive 50% of the total potential award.  If total shareholder return is at or above the maximum (14% per year, or 45.0% over the three-year performance period), grant recipients will receive 100% of the total potential award.  At total shareholder return levels that are less than the maximum, the award is prorated based on the actual level of total shareholder return that is achieved.  The maximum potenti al award for the CEO, chief financial officer, and each of the other executive officers with segment operating responsibility, as well as the levels that would be achieved at the target for total shareholder return, is described in the table below.

Under the 2013 Equity Incentive Compensation Plan, “total shareholder return” shall be determined by dividing (1) the sum of (a) the average closing share price for the Company’s common stock over the last 60 trading days of the period immediately prior to the end of the three-year performance period (the “Maturity Date FMV”); and (b) cash dividends paid during the three-year performance period; by (2) the average closing share price for the Company’s common stock over the last 60 trading days preceding the date of grant (the “Grant Date FMV”).  The formula for calculating TSR is as follows:

Total shareholder return is calculated to closest tenth of a percent, and vested performance units are rounded to the next highest whole unit.