Attached files
| file | filename |
|---|---|
| EX-10.1 - Verso Paper Holdings LLC | v169749_ex10-1.htm |
| EX-10.2 - Verso Paper Holdings LLC | v169749_ex10-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported): December 23,
2009
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Verso
Paper Corp.
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||||
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(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction
of
incorporation)
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001-34056
(Commission
File
Number)
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75-3217389
(IRS
Employer
Identification
Number)
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||
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Verso
Paper Holdings LLC
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(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction
of
organization)
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333-163713
(Commission
File
Number)
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56-2597634
(IRS
Employer
Identification
Number)
|
||
6775
Lenox Center Court, Suite 400
Memphis,
Tennessee 38115-4436
(Address,
including zip code, of principal executive offices)
(901)
369-4100
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On
December 23, 2009, we amended the Verso Paper Deferred Compensation Plan
previously adopted by Verso Paper Holdings LLC, our indirect, wholly-owned
subsidiary (as so amended, the “Plan”), to provide for the establishment of an
Executive Retirement Program for the benefit of certain of our key employees
(the “Program”).
The Plan
is a nonqualified retirement plan that permits employee
participants to defer the receipt of up to 85% of their annual base
salary and up to 100% of their incentive compensation by contributing such
amounts to their accounts under the Plan. The
Plan also permits us to make matching contributions and discretionary employer
contributions to the Plan accounts of employee
participants.
Pursuant
to the Program, we are authorized to make discretionary employer contributions
to the accounts of certain employee participants in the Plan for the years
beginning on and after January 1, 2010. Our executive officers and
senior management-level employees selected by the Compensation Committee of our
Board of Directors (the “Committee”) are eligible to participate in the
Program. The employer contributions under the Program vary between 4%
and 10%
depending on the participant’s employment grade level, of the
participant’s combined annual base salary and target annual incentive
compensation opportunity, calculated
on January 1 of a calendar year. The employer
contributions under the Program are made in a lump sum during the first quarter
of a calendar year. The employer contributions under the Program for
2010 will be deferred until the earlier of February 1, 2012, or the
participant’s separation from service, death or permanent
disability. The employer contributions under the Program for
subsequent years will be deferred for a period to be selected by each
participant.
On
December 23, 2009, in conjunction with establishing the Program, the Committee
authorized us to implement the Program for 2010. Accordingly, we will
make discretionary employer contributions under the Program for 2010 to the
accounts of our executive officers and certain other senior managers selected by
the Committee. Among the eligible participants in the Program for
2010 are our principal executive officer (Michael A. Jackson), principal
financial officer (Robert P. Mundy), and other named executive officers (Lyle J.
Fellows, Michael A. Weinhold, and Ricardo Moncada). In January 2010,
we will make employer contributions under the Program to the Plan accounts of
these executive officers as follows: Mr. Jackson – $90,000; Mr. Mundy – $43,428;
Mr. Fellows – $63,000; Mr. Weinhold – $44,604; and Mr. Moncada –
$22,752.
On
December 23, 2009, we also amended the Plan to reinstate, as of January 1, 2010,
our matching contributions under the Plan in accordance with the formula
previously in effect – i.e., 70% of the first
4% of the participant’s compensation contributed to the Plan, plus 60% of the
next 4% of the participant’s compensation contributed to the Plan.
The
foregoing descriptions of the Plan and the Program are summaries and are
qualified in their entirety by reference to the copies of the Plan and the
Program which are filed as Exhibits 10.1 and 10.2, respectively, to this
report and are incorporated herein by reference.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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The
following exhibits are included with this report:
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Exhibit
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Number
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Description of Exhibit
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10.1
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Verso
Paper Deferred Compensation Plan, consisting of The CORPORATEplan for
RetirementSM
Executive Plan, Basic Plan Document, effective as of February 15, 2007, as
amended and restated by the Adoption Agreement effective as of December 1,
2008, as further amended by the Verso Paper Deferred Compensation Plan
Amendment effective as of April 10, 2009, and as further amended by the
Second Amendment to Verso Paper Deferred Compensation Plan effective as of
December 23, 2009.
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|
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10.2
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Executive
Retirement Program effective as of January 1,
2010.
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2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: December
30, 2009
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VERSO
PAPER CORP.
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By:
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/s/ Peter H.
Kesser
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Peter
H. Kesser
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Vice
President and Secretary
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VERSO
PAPER HOLDINGS LLC
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By:
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/s/ Peter H.
Kesser
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Peter
H. Kesser
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Vice
President and
Secretary
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3
EXHIBIT
INDEX
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Exhibit
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Number
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Description of Exhibit
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10.1
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Verso
Paper Deferred Compensation Plan, consisting of The CORPORATEplan for
RetirementSM
Executive Plan, Basic Plan Document, effective as of February 15, 2007, as
amended and restated by the Adoption Agreement effective as of December 1,
2008, as further amended by the Verso Paper Deferred Compensation Plan
Amendment effective as of April 10, 2009, and as further amended by the
Second Amendment to Verso Paper Deferred Compensation Plan effective as of
December 23, 2009.
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10.2
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Executive
Retirement Program effective as of January 1,
2010.
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4