Exhibit 10.2
STANDARD FORM OF RESTRICTED STOCK AGREEMENT
WAUSAU-MOSINEE PAPER CORPORATION
2000 STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
Agreement made as of _____________, 20___ (the "Date of Award") between
Wausau-Mosinee Paper Corporation, a Wisconsin corporation with its principal
place of business at Mosinee, Wisconsin (the "Corporation"), and
________________ (the "Grantee") for the purpose of awarding Restricted Stock
under the terms of the Wausau-Mosinee Paper Corporation 2000 Stock Incentive
Plan (the "Plan").
1. AWARD. Pursuant to the Plan and subject to the terms of this Agreement,
the Corporation hereby awards __________ shares of Restricted Stock (the
"Restricted Shares") to the Grantee as of the Date of Award. All Shares
awarded by this Agreement shall remain subject to this Agreement until
satisfaction of all conditions to vesting set forth in paragraph 4 as to all
such Shares and an unrestricted certificate of stock has been issued to the
Grantee in accordance with the provisions of paragraph 5.
2. CONSTRUCTION AND DEFINITIONS. The award of Restricted Shares evidenced
by 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.
3. TRANSFER, VOTING AND DIVIDENDS. The following restrictions shall apply
to the Restricted Shares.
(A) TRANSFER. During the period in which the Restricted Shares are
subject to this Agreement the Restricted Shares may not be sold, assigned,
pledged, exchanged, hypothecated or otherwise transferred, encumbered or
disposed of.
(B) VOTING. The Grantee shall have all voting rights associated with
the Restricted Shares.
(C) DIVIDENDS. During the period in which the Restricted Shares are
subject to this Agreement, cash dividends on the Restricted Shares shall be
deferred and held by or on behalf of the Company, without interest. Dividends
payable in Common Stock shall be paid in the form of Restricted Stock and held
under this Agreement during the period in which the Restricted Shares are
subject to this Agreement. As promptly as reasonably possible upon
satisfaction of all conditions to vesting set forth in paragraph 4, the Company
shall make or cause to be made to Grantee a cash payment equal to the aggregate
dividends, without interest thereon, that the Grantee would have received if
the Grantee had owned all of the Restricted Shares free of this Agreement from
the Date of Award until the date of satisfaction of such conditions to vesting.
All dividends with respect to Restricted Shares that are forfeited by the
Grantee shall be forfeited and shall become the property of the Corporation.
4. RESTRICTED SHARES. Grantee hereby accepts the award of Restricted Shares
and agrees to the following condition to vesting of such shares.
(A) VESTING REQUIREMENT. The Restricted Shares shall vest in
accordance with the following table, and to the extent such Shares are not
vested in accordance with the table or become vested by reason of the Grantee's
death, Disability or Retirement, shall be forfeited upon the Grantee's
Termination of Service:
Anniversary of Date of Award Percent Vested Percent Forfeited
______________ ______ ______
(B) TERMINATION FOR CAUSE. Notwithstanding the fact that the Shares
may otherwise be vested in whole or in part pursuant to the provisions of
paragraph 4(a), if the Grantee's Termination of Employment is for Cause, the
Grantee shall forfeit all Restricted Shares subject to this Agreement.
5. ISSUANCE OF CERTIFICATES. Upon acceptance of this Agreement, the Company
shall, in its discretion, cause the Restricted Shares to be issued in book
entry form in the name of the Grantee or shall cause a certificate in the name
of the Grantee evidencing the Restricted Shares to be issued. The records of
the transfer agent for the Common Stock shall reflect the restricted nature of
such shares as provided in this Agreement and the Plan. Any certificate which
is issued to Grantee pursuant to the first sentence of this paragraph 5 shall
bear a legend substantially to the following effect:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) of the Wausau-Mosinee Paper Corporation 2000 Incentive Stock
Plan and a Restricted Stock Agreement. Copies of such Plan and Agreement
are on file with the Secretary of the Corporation."
As soon as reasonably possible upon the first to occur of (a) the satisfaction
of all conditions to vesting as to all of the Restricted Shares subject to the
award, and (b) the Grantee's Termination of Service, the Corporation shall
issue a replacement certificate in the name of the Grantee for all shares of
Common Stock as to which the restrictions provided for in this Agreement and
the Plan have lapsed and the shares represented by such certificate shall no
longer be subject to this Agreement. The issuance or delivery of any
certificate (whether subject to restrictions or unrestricted) may be postponed
for such period as may be required to comply with applicable requirements of
any national securities exchange or any requirements under any law or
regulation applicable to the issuance or delivery of the shares represented by
such certificate and the Corporation shall not be obligated to issue or deliver
any shares of Stock if the issuance or delivery thereof shall constitute a
violation of any provision of any law or of any regulation of any governmental
authority or any national securities exchange.
6. ESCROW AND DEPOSIT OF STOCK CERTIFICATE. During the period in which the
Restricted Shares are subject to this Agreement, the certificate representing
the Shares shall be held in escrow by the Corporation. As a condition of
participation in the Plan and the effectiveness of this award, the Grantee
shall execute a stock power in blank in a form furnished by the Corporation to
provide for the cancellation of such certificate in the event of the forfeiture
of the Restricted Shares evidenced thereby.
7. WITHHOLDING OF TAX. To the extent that the receipt of the Restricted
Shares or the satisfaction or lapse of any condition to vesting results in the
recognition of income by the Grantee for federal or state income tax purposes,
Grantee shall deliver to the Corporation at the time of such receipt,
satisfaction or lapse, as the case may be, such amount of money or, with the
consent of the Committee, shares of unrestricted Common Stock having a Fair
Market Value equal to the amount determined by the Corporation to meet its
withholding obligation under applicable tax laws or regulations with respect to
such recognition (the "Required Withholding Amount"), and, if Grantee fails to
do so, the Corporation is authorized to (a) reduce the award of Restricted
Stock, (b) withhold from any shares of Common Stock (including any shares of
Restricted Stock) to be issued to the Grantee, and (c) withhold from any cash
remuneration then or thereafter payable to Grantee in order to satisfy the
Grantee's obligation to pay the Required Withholding Amount.
8. STATUS OF STOCK. Grantee agrees that the Common Stock to be issued
pursuant to this Agreement and the Plan will not be sold or otherwise disposed
of in any manner which would constitute a violation of any applicable federal
or state securities laws. Grantee also agrees (a) that the certificates
representing the Restricted Shares may bear such legend or legends as the
Corporation deems appropriate in order to assure compliance with applicable
securities laws, (b) that the Corporation may refuse to register the transfer
of the Restricted Shares on the stock transfer records of the Corporation if
such proposed transfer would be in the opinion of counsel satisfactory to the
Corporation to constitute a violation of any applicable securities law, and
(c) that the Corporation may give related instructions to its transfer agent,
if any, to stop registration of the transfer of the Restricted Shares.
9. EMPLOYMENT RELATIONSHIP. Grantee understands and agrees that this
Agreement does not constitute a contract of employment between the Corporation
or any Subsidiary and it shall not affect the right of the Corporation or any
present or future Subsidiary to terminate the employment of Grantee, with or
without cause, at any time.
10. COMMITTEE'S POWERS. No provision contained in this Agreement shall in
any way terminate or modify, or be construed or interpreted as terminating or
modifying, any of the powers, rights, or authority vested in the Committee.
11. 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.
12. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the Corporation and Grantee and their respective successors.
In Witness Whereof, the Corporation has caused this Agreement to be duly
executed by an officer thereunto duly authorized, and Grantee has executed this
Agreement, all as of the date first above written.
WAUSAU-MOSINEE PAPER CORPORATION
By:
As its
Grantee
