EXHIBIT 10.18
SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENT
Agreement made as of this 15th day of November, 1991 by and
between Mosinee Paper Corporation, a Wisconsin corporation (the
"Corporation") and Xxxxxxx X. Xxxx, of Wausau, Wisconsin
("Xx. Xxxx").
WITNESSETH:
WHEREAS, Xx. Xxxx is employed as President and Chief
Executive Officer of the Corporation and has performed his duties
in a manner highly satisfactory to the Corporation; and
WHEREAS, the Corporation has determined to provide Xx. Xxxx
with deferred compensation in the form of a supplemental
retirement benefit in recognition of Xx. Xxxx'x agreement to
continue to perform services for the Corporation as its President
and Chief Executive Officer;
NOW, THEREFORE, the Corporation and Xx. Xxxx agree as
follows:
1. Payment of Supplemental Retirement Benefit.
(a) On the last to occur of (1) August 1, 1992, or (2)
the date which is fifteen days after the date of Xx. Xxxx'x
termination of employment with each of the Corporation and
the Corporation's subsidiaries, the Corporation shall pay to
Xx. Xxxx, if then living, otherwise to Xx. Xxxx'x Beneficiary
or Beneficiaries (determined in accordance with paragraph 3)
an amount equal to the Supplemental Retirement Benefit Amount
(determined in accordance with paragraph 2); provided,
however, that no payment shall be made to Xx. Xxxx'x
Beneficiary or Beneficiaries pursuant to this subparagraph
(a) if a payment to such Beneficiary or Beneficiaries has
been made pursuant to subparagraph (b).
(b) If Xx. Xxxx dies prior to August 1, 1992, the
Corporation shall, within fifteen days of the date of his
death, pay to Xx. Xxxx'x Beneficiary or Beneficiaries
(determined in accordance with paragraph 3) an amount equal
to the Supplemental Retirement Benefit Amount (determined in
accordance with paragraph 2).
2. Supplemental Retirement Benefit Amount.
(a) Subject to the provisions of subparagraph (b), the
"Supplemental Retirement Benefit Amount" shall be an amount
equal to the excess of (1) $214,312, over (2) that portion
of the lump sum present value of the monthly retirement
benefit payable to Xx. Xxxx under the Mosinee Retirement Plan
which is attributable to Credited Service accrued by Xx.
Xxxx, as determined under the Mosinee Retirement Plan,
through July 31, 1992. For purposes of this
subparagraph (a):
(1) the lump sum present value of the monthly
retirement benefit payable under the Mosinee Retirement
Plan shall be determined in accordance with the
provisions of such plan governing lump sum payment
options, and
(2) the portion of the lump sum present value of
the monthly retirement benefit payable to Xx. Xxxx under
the Mosinee Retirement Plan which is attributable to
Credited Service accrued by Xx. Xxxx through July 31,
1992 shall be determined by multiplying the lump sum
present value of such retirement benefit by a fraction,
(i) the numerator of which is the number of months of
Credited Service accrued by Xx. Xxxx under the Mosinee
Retirement Plan as of July 31, 1992 and (ii) the
denominator of which is the total number of months of
Credited Service accrued by Xx. Xxxx under the Mosinee
Retirement Plan as of the date his employment with each
of the Corporation and the Corporation's subsidiaries
terminates.
(b) Despite any other provision of this Agreement, in
the event that Xx. Xxxx'x termination of employment with each
of the Corporation and the Corporation's subsidiaries occurs
after July 31, 1992, the "Supplemental Retirement Benefit
Amount" shall be equal to (1) the amount of the "Supplemental
Retirement Benefit Amount" otherwise determined in
subparagraph (a) plus (2) interest on such amount calculated
for each calendar quarter, or portion thereof, at an annual
rate equal to the prime rate published in The Wall Street
Journal on the first day of such calendar quarter from and
after August 1, 1992 through the day immediately preceding
payment of the Supplemental Retirement Benefit Amount.
3. Xx. Xxxx'x Beneficiary or Beneficiaries. For purposes
of this agreement, Xx. Xxxx'x "Beneficiary or Beneficiaries" shall
mean such person or persons or organization or organizations as
Xx. Xxxx from time to time may designate by a written designation
filed with the Corporation during Xx. Xxxx'x life. Any amounts
payable hereunder to Xx. Xxxx'x Beneficiary or Beneficiaries shall
be paid in such proportions and subject to such trusts, powers and
conditions as Xx. Xxxx may provide in such designation. Each such
designation, unless otherwise expressly provided therein, may be
revoked by Xx. Xxxx by a written revocation filed with the
Corporation during Xx. Xxxx'x life. If more than one such
designation shall be filed by Xx. Xxxx with the Corporation, the
last designation so filed shall control over any revocable
designation filed prior to such filing. To the extent that any
amounts payable under this agreement to Xx. Xxxx'x Beneficiary or
Beneficiaries are not effectively disposed of pursuant to the
above provisions of this paragraph, either because no designation
was in effect at Xx. Xxxx'x death or because a designation in
effect at Xx. Xxxx'x death failed to dispose of such amounts in
their entirety, then for purposes of this agreement, Xx. Xxxx'x
"Beneficiary or Beneficiaries" as to such undisposed of amounts
shall be Xx. Xxxx'x estate.
4. Supplemental Retirement Benefit in Addition to Other
Rights and Benefits. The rights and benefits conferred upon
Xx. Xxxx pursuant to this agreement shall be in addition to all
other rights and benefits conferred upon Xx. Xxxx by the
Corporation by reason of Xx. Xxxx'x employment.
5. Nature of Corporation's Obligations and Xx. Xxxx'x
Rights. Neither Xx. Xxxx nor any Beneficiary or Beneficiaries of
Xx. Xxxx shall acquire any right, title or interest in the assets
of the Corporation by reason of this agreement. To the extent
Xx. Xxxx or his Beneficiary or Beneficiaries shall acquire a right
to receive payments from the Corporation pursuant to this
agreement, such right shall be no greater than the right of any
unsecured general creditor of the Corporation.
6. Assignment by Xx. Xxxx Prohibited. This agreement and
Xx. Xxxx'x rights and benefits hereunder shall not be subject to
voluntary or involuntary sale, pledge, hypothecation, transfer or
assignment by Xx. Xxxx or by his personal representatives or heirs
or any other person or persons or organization or organizations
succeeding to any of Xx. Xxxx'x rights and benefits hereunder.
7. Binding Effect. This agreement shall be binding upon
and inure to the benefit of (1) Xx. Xxxx, his personal
representatives and heirs and any other person or persons or
organization or organizations succeeding to any of Xx. Xxxx'x
rights or benefits hereunder, and (2) the Corporation and its
successors and assigns.
8. Severability. The invalidity or unenforceability of any
provision of this agreement shall not invalidate or render
unenforceable any other provision of this agreement.
9. Counterparts. This agreement may be executed in several
counterparts, each of which shall be an original and all of which
shall constitute but one and the same instrument.
10. Governing Law. This agreement shall be governed by the
laws of the State of Wisconsin.
IN WITNESS WHEREOF, the Corporation has caused this agreement
to be executed by an officer thereunto duly authorized, and
Xx. Xxxx has hereunto set his hand and seal, as of the day and
year first above written.
MOSINEE PAPER CORPORATION
By: XXXXXX X. XXXXX
Xxxxxx X. Xxxxx
As its Vice President - Finance
XXXXXXX X. XXXX (Seal)
Xxxxxxx X. Xxxx
SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENT
DESIGNATION OF BENEFICIARY
I, Xxxxxxx X. Xxxx, designate the following person or persons
or organization or organizations as my Beneficiary or
Beneficiaries of any amounts otherwise due me under the
Supplemental Retirement Benefit Agreement dated November 15, 1991
and entered into by and between Mosinee Paper Corporation and me:
The acting trustee of that certain trust created by me under the
terms of a declaration of trust known as the Xxxxxxx X. Xxxx Trust
Dated August 7, 1979, of which I now am trustee and Xxxxxx Trust
and Savings Bank, of Chicago, Illinois, now is named as successor
trustee. Said amounts shall be added to and disposed of as a part
of the trust property of said trust in accordance with the terms
of said declaration of trust, as in effect at my death.
Date: November___, 1991 ______________________________
Xxxxxxx X. Xxxx
