INFORMATION TO BE INCLUDED IN THE REPORT
Section 5 Corporate Governance and Management
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers.
On December 13, 2012, the Board of Directors of Wausau Paper Corp. (the Company) authorized the Company to enter into change of control agreements (the Agreements) with each of Henry C. Newell, the Companys President and Chief Executive Officer; Sherri L. Lemmer, the Companys Chief Financial Officer; and Michael W. Nelson, the Companys Senior Vice PresidentPaper (each of whom is a named executive officer of the Company); as well as three other members of the Companys senior management team (each, along with Messrs. Newell and Nelson and Ms. Lemmer, an Executive).
The Company entered into the Agreements with the Executives on December 14, 2012 (the Effective Date). Under the Agreements, if the applicable Executives employment with the Company is terminated following or during a specified period prior to (and in contemplation of) a Change in Control (as defined in the Agreements), the Executive will be entitled to certain severance benefits. The Agreements are effective until two years following any Change in Control at the Company, unless they are otherwise terminated by the Company or the applicable Executive in accordance with their terms. The Agreements use the same definition for Change in Control as the definition contained in the Companys 2010 Stock Incentive Plan.
If a Change in Control occurs and, within two years following the Change in Control, (1) the Executives employment is terminated other than for Cause (as defined in the Agreements), Disability (as defined in the Agreements), or death; or (2) the Executive resigns for Good Reason (as defined in the Agreements), then, in addition to any accrued but unpaid salary, earned bonus, paid time off, or other accrued benefits, the Executive is entitled to a lump-sum cash amount equal to the sum of (a) the Executives Average Annual Bonus (calculated by reference to the preceding three annual cash bonuses received by the Executive or, if higher, the three annual cash bonuses received by the Executive prior to the effective date of the Change in Control) prorated through the termination date, plus (b) a severance amount equal to:
in the case of Henry C. Newell, the Companys President and Chief Executive Officer, two times the sum of Mr. Newells base salary as of the termination date plus Mr. Newells Average Annual Bonus; and
in the case of Ms. Lemmer, Mr. Nelson, and each of the other Executives, the sum of the Executives base salary as of the termination date plus the Executives Average Annual Bonus.
The Executive will also receive continued participation in and Company contributions towards certain of the Companys welfare benefit plans for a period of 18 months (in the case of Mr. Newell) and 12 months (in the case of the other Executives). The effect on any equity incentive awards held by the Executive will be determined in accordance with the applicable award agreements.
The Agreements contain a best-net provision, which provides that, if IRS Code Section 280G applies to payments made under the Agreements and such payments trigger an excise tax, then those payments may be reduced to an amount that will not trigger the excise tax, if such reduction would result in a greater net amount paid to the Executive.
The foregoing description of the Agreements is not complete and is qualified in its entirety by reference to the full text of the Agreement for Mr. Newell, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 5.02 by reference, and the Agreement for Ms. Lemmer, Mr. Nelson, and the other Executives, a form of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated into this Item 5.02 by reference.
Section 9 Financial Statements and Exhibits
Financial Statements and Exhibits
Change of Control Agreement between the Company and Henry C. Newell dated as of December 14, 2012.
Form of Change of Control Agreement between the Company and each of Sherri L. Lemmer, Michael W. Nelson, and certain other members of the Companys senior management team, each effective as of December 14, 2012.
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.
WAUSAU PAPER CORP.
Date: December 19, 2012
By: SHERRI L. LEMMER
Sherri L. Lemmer
Senior Vice President and
Chief Financial Officer