Verso
Paper Corp.
|
||||
(Exact
name of registrant as specified in its charter)
|
||||
Delaware
(State
or other jurisdiction
of
incorporation)
|
001-34056
(Commission
File
Number)
|
75-3217389
(IRS
Employer
Identification
Number)
|
Verso
Paper Holdings LLC
|
||||
(Exact
name of registrant as specified in its charter)
|
||||
Delaware
(State
or other jurisdiction
of
organization)
|
333-163713
(Commission
File
Number)
|
56-2597634
(IRS
Employer
Identification
Number)
|
Item
5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
(d)
|
Exhibits
|
Exhibit
|
||
Number
|
Description of Exhibit
|
|
10.1
|
Verso
Paper Deferred Compensation Plan, consisting of The CORPORATE
plan for
Retirement
SM
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.
|
|
10.2
|
Executive
Retirement Program effective as of January 1,
2010.
|
VERSO
PAPER CORP.
|
||
By:
|
/s/ Peter H.
Kesser
|
|
Peter
H. Kesser
|
||
Vice
President and Secretary
|
||
VERSO
PAPER HOLDINGS LLC
|
||
By:
|
/s/ Peter H.
Kesser
|
|
Peter
H. Kesser
|
||
Vice
President and
Secretary
|
Exhibit
|
||
Number
|
Description of Exhibit
|
|
10.1
|
Verso
Paper Deferred Compensation Plan, consisting of The CORPORATE
plan for
Retirement
SM
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.
|
|
10.2
|
Executive
Retirement Program effective as of January 1,
2010.
|
|
(2)
|
“Active
Participant” means a Participant who is eligible to accrue benefits under
a plan (other than earnings on amounts previously deferred) within the
24-month period ending on the date the Participant becomes a Participant
under Section 3.01. Notwithstanding the above, however, a Participant is
not an Active Participant if he has been paid all amounts deferred under
the plan, provided that he was, on and before the date of the last
payment, ineligible to continue or to elect to continue to participate in
the plan for periods after such last payment (other than through an
election of a different time and form of payment with respect to the
amounts paid).
|
|
(A)
|
For
purposes of Section 4.01(d), as used in the first paragraph of the
definition of “Active Participant” above, “plan” means an account balance
plan (or portion thereof) of the Employer or a Related Employer subject to
Code section 409A pursuant to which the Participant is eligible to accrue
benefits only if the Participant elects to defer compensation thereunder,
and the “date the Participant becomes a Participant under Section 3.01”
refers only to the date the Participant becomes a Participant with respect
to Deferral Contributions.
|
|
(B)
|
For
purposes of Section 8.01(a)(2), as used in the first paragraph of the
definition of “Active Participant” above, “plan” means an account balance
plan (or portion thereof) of the Employer or a Related Employer subject to
Code section 409A pursuant to which the Participant is eligible to accrue
benefits without any election by the Participant to defer compensation
thereunder, and the “date the Participant becomes a Participant under
Section 3.01” refers only to the date the Participant becomes a
Participant with respect to Matching or Employer
Contributions.
|
(A)
|
The
corporation for which the Participant is performing services at the time
of the change in control event;
|
(B)
|
The
corporation(s) liable for payment hereunder (but only if either the
accrued benefit hereunder is attributable to the performance of service by
the Participant for such corporation(s) or there is a bona fide business
purpose for such corporation(s) to be liable for such payment and, in
either case, no significant purpose of making such corporation(s) liable
for such benefit is the avoidance of Federal income tax);
or
|
(C)
|
A
corporate majority shareholder of one of the corporations described in (A)
or (B) above or any corporation in a chain of corporations in which each
corporation is a majority shareholder of another corporation in the chain,
ending in a corporation identified in (A) or (B)
above.
|
(A)
|
If
the Employer elects Section 1.04(a), such term as defined in such Section
1.04(a).
|
(B)
|
If
the Employer elects Section 1.04(b), wages as defined in Code section
3401(a) and all other payments of compensation to an Employee by the
Employer (in the course of the Employer’s trade or business) for which the
Employer is required to furnish the Employee a written statement under
Code sections 6041(d) and 6051(a)(3), excluding any items elected by the
Employer in Section 1.04(b), reimbursements or other expense allowances,
fringe benefits (cash and non-cash), moving expenses, deferred
compensation and welfare benefits, but including amounts that are not
includable in the gross income of the Employee under a salary reduction
agreement by reason of the application of Code section 125, 132(f)(4),
402(e)(3), 402(h) or 403(b). Compensation shall be determined without
regard to any rules under Code section 3401(a) that limit the remuneration
included in wages based on the nature or location of the employment or the
services performed (such as the exception for agricultural labor in Code
section 3401(a)(2)).
|
(C)
|
If
the Employer elects Section 1.04(c), any and all monetary remuneration
paid to the Director by the Employer, including, but not limited to,
meeting fees and annual retainers, and excluding items listed in Section
1.04(c).
|
4.01
|
Deferral
Contributions
.
If elected by the Employer pursuant to Section 1.05(a) and/or
1.06(a), a Participant described in such applicable Section may elect to
reduce his Compensation by a specified percentage or dollar amount. The
Employer shall credit an amount to the Participant’s Account equal to the
amount of such reduction. Except as otherwise provided in this Section
4.01, such election shall be effective to defer Compensation relating to
all services performed in the calendar year beginning after the calendar
year in which the Participant executes the election. Under no
circumstances may a salary reduction agreement be adopted retroactively.
If the Employer has elected to apply Section 1.05(a)(2), no amount will be
deducted from Bonuses unless the Participant has made a separate deferral
election applicable to such Bonuses. A Participant’s election to defer
Compensation may be changed at any time before the last permissible date
for making such election, at which time such election becomes irrevocable.
Notwithstanding anything herein to the contrary, the conditions under
which a Participant may make a deferral election as provided in the
applicable salary reduction agreement are hereby incorporated herein and
supersede any otherwise inconsistent Plan
provision.
|
|
(a)
|
Performance
Based Bonus
.
With respect to a Performance-based Bonus, a separate election made
pursuant to Section 1.05(a)(2) will be effective to defer such Bonus if
made no later than 6 months before the end of the period during which the
services on which such Performance-based Bonus is based are
performed.
|
|
(b)
|
Fiscal
Year Bonus
.
With respect to a Bonus relating to a period of service coextensive
with one or more consecutive fiscal years of the Employer, of which no
amount is paid or payable during the service period, a separate election
pursuant to Section 1.05(a)(2) will be effective to defer such Bonus if
made no later than the close of the Employer’s fiscal year next preceding
the first fiscal year in which the Participant performs any services for
which such Bonus is payable.
|
(c)
|
Cancellation
of Salary Reduction Agreement
.
|
(d)
|
Initial
Deferral Election
.
Notwithstanding the above, if the Participant is not an Active
Participant, the Participant may make an election to defer Compensation
within 30 days after the Participant becomes a Participant, which election
shall be effective with respect to Compensation payable for services
performed during the calendar year (or other deferral period described in
(a) or (b) above, as applicable) and after the date of such election. For
Compensation that is earned based upon a specified performance period
(e.g., an annual bonus) an election pursuant to this subsection (d) will
be effective to defer an amount equal to the total amount of the
Compensation for the performance period multiplied by the ratio of the
number of days remaining in the performance period after the election over
the total number of days in the performance
period.
|
(a)
|
General.
If provided by the
Employer in Section 1.08, and subject to Section 1.08(e)(2), if a
Participant has a Separation from Service, he will be entitled to a
benefit equal to (i) the vested percentage(s) of the value of the Matching
and Employer Contributions credited to his Account, as adjusted for
income, expense, gain, or loss, such percentage(s) determined in
accordance with the vesting schedule(s) and methodology selected by the
Employer in Section 1.08, and (ii) the value of the Deferral Contributions
to his Account as adjusted for income, expense, gain, or loss. The amount
payable under this Section 7.03 will be distributed in accordance with
Article 8.
|
(b)
|
Elapsed
Time Vesting.
Unless otherwise
provided by the Employer in Section 1.08, vesting shall be determined
based on the elapsed time method. For purposes of the elapsed time method,
“Years of Service” means, with respect to any Participant or Inactive
Participant, the number of whole years of his periods of service with the
Employer and any Related Employers (as defined in Section 2.01(a)(26)(A)),
subject to any exclusion elected by the Employer in Section 1.08(c). A
Participant or Inactive Participant will receive credit for the aggregate
of all time period(s) commencing with his Employment Commencement Date and
ending on the date a break in service begins, unless any such years are
excluded by Section 1.08(c). A Participant or Inactive Participant will
also receive credit for any period of severance of less than 12
consecutive months. Fractional periods of a year will be expressed in
terms of days.
|
(c)
|
Class
Year Vesting.
If provided by the
Employer in Section 1.08, a Participant’s or Inactive
Participant’s
vested percentage in the Matching Contributions and/or Employer
Contributions portion(s) of his Account shall be determined pursuant to
the class year method. Pursuant to such method, amounts attributable to
the applicable contribution types are assigned to “class years”
established in the records of the Plan. Such class years are years
(calendar or non-calendar) to which the contribution is assigned by the
Administrator, as described in the Service Agreement between the Trustee
and the Employer. The Participant’s or Inactive Participant’s vested
percentage in amounts attributable to a particular contribution is
determined from the beginning of the applicable class year to the date the
Participant or Inactive Participant incurs a Separation from Service. For
purposes of the class year method, a Participant or Inactive Participant
is credited with a Year of Service on the first day of each such class
year.
|
|
(a)
|
Events
triggering the distribution of benefits and the form of such distributions
are described in Section 1.07(a), pursuant to the Employer’s election
and/or the Participant’s election, as
applicable.
|
|
(1)
|
With
respect to the form and time of distribution of amounts attributable to a
Deferral Contribution, a Participant election must be made no later than
the time by which the Participant must elect to make a Deferral
Contribution, as described in Section
4.01.
|
|
(2)
|
With
respect to the form and time of distribution of amounts attributable to
Matching or Employer Contributions, a Participant election must be made no
later than the time by which a Participant would be required to make a
Deferral Contribution as described in Section 4.01 with respect to the
calendar year for which the Matching and/or Employer Contributions are
credited. For purposes of applying Section 4.01(d) “Active Participant”
shall have the meaning assigned in Section
2.01(a)(2)(B).
|
|
(3)
|
Notwithstanding
anything herein to the contrary, an election choosing a distribution
trigger and payment method pursuant to Section 1.07(a)(1) will only be
effective with respect to amounts attributable to contributions credited
to the Participant’s Account for the calendar year (or other deferral
period described in 4.01(a) or (b)) to which such election relates.
Amounts attributable to contributions credited to a Participant’s account
prior to the effective date of any new election will not be affected and
will be paid in accordance with the otherwise applicable
election.
|
|
(b)
|
If
the Employer elects to permit a distribution election change pursuant to
Section 1.07(b), then any such distribution election change must satisfy
(1) through (3) below:
|
|
(1)
|
Such
election may not take effect until at least 12 months after the date on
which such election is made.
|
|
(2)
|
In
the case of an election related to a payment not on account of Disability,
death or the occurrence of an Unforeseeable Emergency, the payment with
respect to which such election is made must be deferred for a period of
not less than five years from the date such payment would otherwise have
been paid (or in the case of installment payments, five years from the
date the first amount was scheduled to be
paid).
|
(3)
|
Any
election related to a payment at a specified time or pursuant to a fixed
schedule may not be made less than 12 months prior to the date the payment
is scheduled to be paid (or in the case of installment payments, 12 months
prior to the date the first amount was scheduled to be
paid).
|
(c)
|
A
Participant’s entitlement to installments will not be treated as an
entitlement to a series of separate
payments.
|
(d)
|
If
the Plan does not provide for Plan-level payment triggers pursuant to
Section 1.07(a)(3), and the Participant does not designate in the manner
prescribed by the Administrator the method of distribution, and/or the
distribution trigger (if and as required), such method of distribution
shall be a lump sum at Separation from
Service.
|
(e)
|
Notwithstanding
anything herein to the contrary, with respect to any Specified Employee,
if the applicable payment trigger is Separation from Service, then payment
shall not commence before the date that is six months after the date of
Separation from Service (or, if earlier, the date of death of the
Specified Employee, pursuant to Section 7.02). Payments to which a
Specified Employee would otherwise be entitled during the first six months
following the date of Separation from Service are delayed by six
months.
|
(f)
|
Notwithstanding
anything herein to the contrary, the Administrator may, in its discretion,
automatically pay out a Participant’s vested Account in a lump sum,
provided that such payment satisfies the requirements in (1) through (3)
below:
|
(1)
|
Such
payment results in the termination and liquidation of the entirety of the
Participant’s interest under the plan (as defined in 26 CFR section
1.409A-1(c)(2)), including all agreements, methods, programs, or other
arrangements with respect to which deferrals of compensation are treated
as having been deferred under a single nonqualified deferred compensation
plan under 26 CFR section
1.409A-1(c)(2);
|
(2)
|
Such
payment is not greater than the applicable dollar amount under Code
section 402(g)(1)(B); and
|
(3)
|
Such
exercise of Administrator discretion is evidenced in writing no later than
the date of such payment.
|
(g)
|
Notwithstanding
anything herein to the contrary, the Administrator may, in its discretion,
delay a payment otherwise required hereunder to a date after the
designated payment date due to any of the circumstances described in (1)
through (4) below, provided that the Administrator treats all payments to
similarly situated Participants on a reasonably consistent
basis.
|
(1)
|
In
the event the Administrator reasonably anticipates that, if the payment
were made as scheduled, the Employer’s deduction with respect to such
payment would not be permitted due to the application of Code section
162(m), provided the delay complies with the conditions in 26 CFR section
1.409A-2(b)(7)(i).
|
(2)
|
In
the event the Administrator reasonably anticipates that the making of such
payment will violate Federal securities laws or other applicable law,
provided the delay complies with the conditions in 26 CFR section
1.409A-2(b)(7)(ii).
|
(3)
|
Upon
such other events and conditions as the Commissioner of the Internal
Revenue Service may prescribe in generally applicable guidance published
in the Internal Revenue
Bulletin.
|
(4)
|
Upon
a change in control event, provided the delay complies with conditions in
26 CFR section
1.409A-3(i)(5)(iv).
|
(h)
|
Notwithstanding
anything herein to the contrary, the Administrator may provide an election
to change the time or form of a payment hereunder to satisfy the
requirements of the Uniformed Services Employment and Reemployment Rights
Act of 1994, as amended, 38 USC sections 4301 through
4344.
|
1.01
|
PLAN
INFORMATION
|
(a)
|
Name
of Plan:
|
(b)
|
Plan
Status
(
Check
one.)
:
|
(1)
|
Adoption
Agreement effective date:
12/01/2008
.
|
(2)
|
The
Adoption Agreement effective date is
(Check
(A) or check and complete (B))
:
|
(A)
|
o
A new Plan
effective date _________.
|
(B)
|
þ
An amendment and restatement of the Plan. The original effective
date of the Plan was:
2/15/2007
|
|
(c)
|
Name
of Administrator, if not the Employer:
|
1.02
|
EMPLOYER
|
(a)
|
Employer Name:
|
Verso Paper Holdings
LLC
|
(b)
|
The
term “Employer” includes the following Related
Employer(s)
(as defined in Section 2.01(a)(25)) participating in the
Plan:
|
1.03
|
COVERAGE
|
(a)
|
þ
The
following
Employees are
eligible to participate in
the Plan
(Check
(1) or (2))
:
|
(1)
|
o
|
Only
those Employees designated in writing by the Employer, which writing is
hereby
incorporated herein.
|
(2)
|
þ
Only
those Employees in the eligible class described below:
|
|
Employees who are E10
or higher
|
(b)
|
o
The
following Directors are eligible to participate in
the
Plan
(Check
(1)
or
(2))
:
|
(1)
|
o
|
Only
those Directors designated in writing by the Employer, which writing is
hereby
incorporated
herein.
|
(2)
|
o
|
All
Directors, effective as of the later of the date in 1.01(b) or the date
the Director becomes a Director.
|
1.04
|
COMPENSATION
|
(a)
|
o
Compensation
shall be as defined, with respect to Employees, in the
____________________ Plan maintained by the
Employer:
|
(1)
|
o
to
the extent it is in excess of the limit imposed under Code section
401(a)(17).
|
(2)
|
o
notwithstanding
the limit imposed under Code section
401(a)(17).
|
(b)
|
þ
Compensation
shall be as defined in Section 2.01(a)(9) with respect to
Employees
(Check
(1), and/or (2) below, if, and as, appropriate)
:
|
(1)
|
þ
but
excluding the following:
|
|
(2)
|
o
but
excluding bonuses, except those bonuses listed in the table in Section
1.05(a)(2).
|
(c)
o
|
Compensation
shall be as defined in Section 2.01(a)(9)(c) with respect to Directors,
but excluding the following:
|
|
1.05
|
CONTRIBUTIONS ON
BEHALF OF EMPLOYEES
|
(a)
|
Deferral
Contributions
(Complete
all that apply)
:
|
(1)
|
þ
|
Deferral
Contributions. Subject to any minimum or maximum deferral amount provided
below, the Employer shall make a Deferral Contribution in accordance with,
and subject to, Section 4.01 on behalf of each Participant who has an
executed salary reduction agreement in effect with the Employer for the
applicable calendar year (or portion of the applicable calendar
year).
|
Deferral
Contributions
|
Dollar Amount
|
%
Amount
|
||||||||||||
Type
of Compensation
|
Min
|
Max
|
Min
|
Max
|
||||||||||
Base
Salary
|
0
|
85
|
(2)
|
þ
|
Deferral
Contributions with respect to Bonus Compensation only. The Employer
requires Participants to enter into a special salary reduction agreement
to make Deferral Contributions with respect to one or more Bonuses,
subject to minimum and maximum deferral limitations, as provided in the
table below.
|
Treated
As
|
Dollar
Amount
|
%
Amount
|
||||||||||||||||||
Deferral
Contributions
Type
of Bonus
|
Performance
Based
|
Non-
Performance
Based
|
Min
|
Max
|
Min
|
Max
|
||||||||||||||
Incentive
Compensation
|
Yes
|
0
|
100
|
(b)
|
Matching
Contributions
(Choose
(1)
or
(2) below, and (3) below, as applicable)
:
|
(1)
|
þ
|
The
Employer shall make a Matching Contribution on behalf of each Employee
Participant in an amount described
below:
|
(A)
|
o
|
__%
of the Employee Participant’s Deferral Contributions for the calendar
year.
|
(B)
|
o
|
The amount,
if any, declared by the Employer in writing, which writing is
hereby
incorporated herein.
|
(C)
|
þ
Other:
|
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.
|
(2)
|
o
|
Matching
Contribution Offset. For each Employee Participant who has made
elective
contributions (as defined in 26 CFR section 1.40l(k)-6 (“QP Deferrals”))
of the maximum permitted under Code section 402(g), or the
maximum
permitted under the terms of the __________________
Plan
(the “QP”), to the QP, the Employer shall make a Matching Contribution in
an amount equal to (A) minus (B)
below:
|
(A)
|
The
matching contributions (as defined in 26 CFR section 1.40l(m)-1(a)(2)
(“QP
Match”)) that the Employee Participant would have received under the QP
on
the sum of the Deferral Contributions and the Participant’s QP Deferrals,
determined
as though—
|
|
•
|
no
limits otherwise imposed by the tax law applied to such QP match;
and
|
|
•
|
the
Employee Participant’s Deferral Contributions had been made to the
QP.
|
(B)
|
The
QP Match actually made to such Employee Participant under the QP for the
applicable
calendar year.
|
(3)
|
þ
Matching
Contribution Limits
(Check
the appropriate box(es))
:
|
(A)
|
þ
|
Deferral
Contributions in excess of
8
% of the Employee Participant’s
Compensation
for the calendar year shall not be considered for Matching
Contributions.
|
(B)
|
o
|
Matching
Contributions for each Employee Participant for each calendar year
shall
be limited to $ _____.
|
(c)
|
Employer
Contributions
|
|
(1)
o
|
Fixed
Employer Contributions. The Employer shall make an Employer Contribution
on behalf of each Employee Participant in an amount determined as
described below:
|
|
(2)
þ
|
Discretionary
Employer Contributions. The Employer may make Employer
Contributions
to the accounts of Employee Participants in any amount (which amount may
be zero), as determined by the Employer in its sole discretion from time
to time in a writing, which is hereby incorporated
herein.
|
1.06
|
CONTRIBUTIONS ON
BEHALF OF DIRECTORS
|
(a)
|
o
Director
Deferral
Contributions
|
Deferral
Contributions
|
Dollar
Amount
|
%
Amount
|
||||||||||||||
Type
of Compensation
|
Min
|
Max
|
Min
|
Max
|
||||||||||||
(b)
|
Matching
and Employer Contributions:
|
(1)
|
o
|
Matching
Contributions. The Employer shall make a Matching Contribution on behalf
of each Director Participant in an amount determined as described
below:
|
(2)
|
o
|
Fixed
Employer Contributions. The Employer shall make an Employer Contribution
on behalf of each Director Participant in an amount determined as
described below:
|
(3)
|
o
|
Discretionary
Employer Contributions. The Employer may make Employer Contributions to
the accounts of Director Participants in any amount (which amount may be
zero), as determined by the Employer in its sole discretion from time to
time, in a writing, which is hereby incorporated
herein.
|
1.07
|
DISTRIBUTIONS
|
(A)
Specified
Date
|
(B)
Specified
Age
|
(C)
Separation
From
Service
|
(D) Earlier
of
Separation or
Age
|
(E) Earlier
of
Separation
or
Specified
Date
|
(F)
Disability
|
(G)
Change
in
Control
|
(H)
Death
|
|||||||||
Deferral
Contribution
|
þ
Lump
Sum
þ
Installments
|
¨
Lump
Sum
¨
Installments
|
þ
Lump Sum
þ
Installments
|
¨
Lump
Sum
¨
Installments
|
¨
Lump
Sum
¨
Installments
|
¨
Lump Sum
¨
Installments
|
o
Lump Sum
|
¨
Lump
Sum
¨
Installments
|
||||||||
Matching
Contributions
|
þ
Lump Sum
þ
Installments
|
¨
Lump
Sum
¨
Installments
|
þ
Lump Sum
þ
Installments
|
¨
Lump
Sum
¨
Installments
|
¨
Lump
Sum
¨
Installments
|
¨
Lump
Sum
¨
Installments
|
o
Lump Sum
|
¨
Lump sum
¨
Installments
|
||||||||
Employer
Contributions
|
þ
Lump Sum
þ
Installments
|
¨
Lump
Sum
¨
Installments
|
þ
Lump Sum
þ
Installments
|
¨
Lump
Sum
¨
Installments
|
¨
Lump
Sum
¨
Installments
|
¨
Lump
Sum
¨
Installments
|
o
Lump Sum
|
¨
Lump
Sum
¨
Installmen
ts
|
(2)
|
o
|
A
Participant incurs a Disability when the Participant
(Check at
least one if Section 1.07(a)(1)(F) or if Section 1.08(e)(3) is
elected)
:
|
(A)
|
o
|
is
unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be expected
to result in death or can be expected to last for a continuous period of
not less than 12 months.
|
(B)
|
o
|
is,
by reason of any medically determinable physical or mental impairment that
can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, receiving income replacement
benefits for a period of not less than 3 months under an accident and
health plan covering employees of the
Employer.
|
(C)
|
o
|
is
determined to be totally disabled by the Social Security Administration or
the Railroad Retirement Board.
|
(D)
|
o
|
is
determined to be disabled pursuant to the following disability insurance
program: _________ the definition of disability under which complies
with the requirements in regulations under Code section
409A.
|
(3)
|
o
|
Regardless
of any payment trigger and, as applicable, payment method, to which the
Participant would otherwise be subject pursuant to (1) above, the first to
occur of the following Plan-level payment triggers will cause payment to
the Participant commencing pursuant to Section
1
.07(c)(1)
below in a lump sum, provided such Plan-level payment trigger occurs prior
to the payment trigger to which the Participant would otherwise be
subject.
|
(A)
o
|
Separation from Service prior to: | |
____________________________________________ | ||
|
(B)
o
|
Separation
from Service
|
|
(C)
o
|
Death
|
|
(D)
o
|
Change
in Control
|
(b)
|
Distribution
Election Change
|
(c)
|
Commencement
of Distributions
|
(1)
|
Each
lump sum distribution and the first distribution in a series of
installment payments (if applicable) shall commence as elected in (A), (B)
or (C) below:
|
|
(A)
þ
|
Monthly on the
15th
day of the month which day
next follows the applicable triggering event described in
1.07(a).
|
|
(B)
o
|
Quarterly
on the ____ day of the following months _____________, ______________,
_________, or ________________ (list one month in each calendar quarter)
which day next follows the applicable triggering event described in
1.07(a).
|
|
(C)
o
|
Annually
on the _____ day of __________________ (month) which day next follows the
applicable triggering event described in
1.07(a).
|
(2)
|
The
commencement of distributions pursuant to the events elected in Section
1.07(a)(1) and Section 1.07(a)(3) shall be modified by application of the
following:
|
|
(A)
o
|
Separation
from Service Event Delay – Separation from Service will be
treated
as not having occurred for ______ months after the date of such
event.
|
(B)
o
|
Plan
Level Delay – all distribution events (other than those based on
Specified
Date or Specified Age) will be treated as not having occurred
for
______ days (insert number of days but not more than
30).
|
(d)
|
Installment
Frequency and Duration
|
(A)
o
|
Monthly
commencing on the day elected in Section
1.07(c)(1).
|
(B)
þ
|
Quarterly
commencing on the day elected in Section 1.07(c)(1) (with payments made at
three-month intervals thereafter).
|
|
(C)
þ
|
Annually
commencing on the day elected in Section
1.07(c)(1).
|
(2)
|
over
the following term(s)
(Complete
either (A) or (B))
:
|
(A)
þ
|
Any
term of whole years between
1
(minimum of 1) and
20
(maximum of
30).
|
(B)
¨
|
Any
of the whole year terms selected
below.
|
¨
1
|
¨
2
|
¨
3
|
¨
4
|
¨
5
|
¨
6
|
¨
7
|
¨
8
|
¨
9
|
¨
10
|
¨
11
|
¨
12
|
¨
13
|
¨
14
|
¨
15
|
¨
16
|
¨
17
|
¨
18
|
¨
19
|
¨
20
|
¨
21
|
¨
22
|
¨
23
|
¨
24
|
¨
25
|
¨
26
|
¨
27
|
¨
28
|
¨
29
|
¨
30
|
(e)
|
Conversion
to Lump Sum
|
|
¨
|
Notwithstanding
anything herein to the contrary, if the Participant
’
s vested
Account at the time such Account becomes payable to him hereunder does not
exceed $ __ distribution of the Participant
’
s vested
Account shall automatically be made in the form of a single lump sum at
the time prescribed in Section
1.07(c)(1).
|
(f)
|
Distribution
Rules Applicable to Pre-effective Date
Accruals
|
|
¨
|
Benefits
accrued under the Plan (subject to Code section 409A) prior to the date in
Section 1.01(b)(1) above are subject to distribution rules not described
in Section 1.07(a) through (e), and such rules are described in Attachment
A Re: PRE EFFECTIVE DATE ACCRUAL DISTRIBUTION
RULES.
|
1.08
|
VESTING
SCHEDULE
|
|
(a)
|
(1)
|
The
Participant
’
s vested
percentage in Matching Contributions elected in Section 1.05(b) shall be
based upon the following schedule and unless Section 1.08(a)(2) is checked
below will be based on the elapsed time method as described in Section
7.03(b).
|
Years of Service
|
Vesting %
|
|||||
0
|
100
|
|||||
1
|
100
|
(2)
|
¨
Vesting shall be
based on the class year method as described in Section
7.03(c).
|
(b)
|
(1)
|
The
Participant
’
s vested
percentage in Employer Contributions elected in Section 1.05(c) shall be
based upon the following schedule and unless Section 1.08(b)(2) is checked
below will be based on the elapsed time method as described in Section
7.03(b).
|
Years of Service
|
Vesting %
|
|||||
0
|
100
|
|||||
1
|
100
|
(2)
|
¨
Vesting shall be based on the class year method as described in Section
7.03(c).
|
(c)
|
¨
Years of Service
shall exclude
(Check
one.)
:
|
(1)
o
|
for
new plans, service prior to the Effective Date as defined in Section
1.01(b)(2)(A).
|
(2)
o
|
for
existing plans converting from another plan document, service prior to the
original Effective Date as defined in Section
1.01(b)(2)(B).
|
(d)
¨
|
Notwithstanding
anything to the contrary herein, a Participant will forfeit his Matching
Contributions and Employer Contributions (regardless of whether vested)
upon the occurrence of the following event(s):
|
___________________________________________________________________________ | |
___________________________________________________________________________ |
(e)
|
A
Participant will be 100% vested in his Matching Contributions and Employer
Contributions upon
(Check
the appropriate box(es))
:
|
(1)
o
|
Retirement
eligibility is the date the Participant attains age ___
and
completes
___
Years
of Service, as defined in Section
7.03(b).
|
(2
)
¨
|
Death.
|
(3)
o
|
The
date on which the Participant becomes disabled, as determined under
Section 1.07(a)(2).
|
(f)
o
|
Years
of Service in Section 1.08 (a)(1) and Section 1.08 (b)(1) shall include
service with the following employers:
|
|
__________________________________________________________________ | ||
__________________________________________________________________ |
1.09
|
INVESTMENT
DECISIONS
|
|
________________________________________________________________________
|
|
________________________________________________________________________ |
1.10
|
ADDITIONAL
PROVISIONS
|
þ
|
The
Employer has completed the Superseding Provisions Addendum to reflect the
provisions of the Plan that supersede provisions of this Adoption
Agreement and/or the Basic Plan
Document.
|
Employer
|
VERSO
PAPER HOLDINGS LLC
|
By
|
|
Title
|
VICE
PRESIDENT HUMAN
RESOURCES
|
Employer
|
VERSO
PAPER HOLDINGS LLC
|
By
|
|
Title
|
VICE
PRESIDENT HUMAN
RESOURCES
|
Plan
Name:
|
Verso Paper Deferred Compensation Plan (the
“Plan”)
|
Employer:
|
Verso
Paper
|
Section
Amended
|
Effective
Date
|
|
Employer:
|
|
By:
|
|
Title:
|
|
Date:
|
|
Plan Name:
|
Verso Paper Deferred Compensation Plan (the
“Plan”)
|
Employer:
|
Verso
Paper
|
Section
Amended
|
Effective
Date
|
|
Employer:
|
|
By:
|
|
Title:
|
|
Date:
|
|
Plan
Name:
|
Verso Paper Deferred Compensation Plan (the
“Plan”)
|
Plan
Name:
|
Verso Paper Deferred Compensation Plan (the
“Plan”)
|
|
(a)
|
Superseding
Provision(s) – The following provisions supersede other provisions of
this Adoption Agreement and/or the Basic Plan Document as described
below:
|
1.
|
Section
1.05(b)(1) is amended by adding the following sentence at the end thereof
to read as follows: “The Employer shall make a Matching Contribution on
behalf of each Participant in an amount equal to the following percentage
of a Participant
’
s Deferral
Contributions determined separately with respect to each payroll period
ending with or within each month of the Plan
Year”.
|
2.
|
Section
1.05(b)(1)(C) is amended by adding the following to the end
thereof:
|
3.
|
Notwithstanding
anything to the contrary in Section 1.07(a)(3)(C), if the Participant
dies
before
his or her benefit has been fully distributed, the Participant
’
s benefit
shall be paid
to
the Participant’s Beneficiary in a lump sum
distribution.
|
Verso
Paper Holdings LLC
|
|
||
Date:
|
4-6-09
|
||
Ricardo
Moncada, Authorized Representative
|
|||
|
Effective
for Plan Years beginning on and after January 1, 2010, the Employer may
designate Discretionary Employer Contributions as pursuant to the
Executive Retirement Program (ERP) sponsored by the Employer, the terms of
which are hereby incorporated by reference. The Employer’s
designation shall be in writing and shall be made prior to the first day
of the Plan Year for which such contributions relate (the “ERP
Contribution”).
|
|
Notwithstanding
anything herein to the contrary, with respect to any ERP Contribution
during the 2010 Plan Year, the following shall apply: The ERP
Contribution shall be distributed from the Plan to each applicable
Participant in a lump sum payment on February 1, 2012 (or as soon as
administratively feasible thereafter), or, if earlier, upon the
Participant’s Separation from Service (subject to the six-month delay rule
set forth in Section 1.07(c) of the Adoption Agreement). The
Participant shall have the right to modify the distribution date specified
above in accordance with Section 1.07(b) of the Adoption
Agreement.
|
(C)
|
x
Other:
|
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.
|
VERSO PAPER HOLDINGS LLC | |||
|
By:
|
/s/ Ricardo Moncada | |
Name: | Ricardo Moncada | ||
Title: | Vice President of Human Resources | ||
|
·
|
Selection
is done on an individual basis.
|
|
·
|
Selection
is done annually.
|
|
·
|
Selection
is not based solely on grade level; however, typically it would be limited
to those employees in positions graded E13 and
above.
|
|
·
|
the
nature of the job;
|
|
·
|
the
market competitive level of total
compensation;
|
|
·
|
the
strategic and long term nature of the
role;
|
|
·
|
the
degree of value creation or revenue generation of the
role;
|
|
·
|
the
degree of impact on the overall financial performance of the company;
and
|
|
·
|
the
long-term potential of employees to assume a Senior Vice President and
above role with the company.
|
Pay Grade
|
ERP
|
SSRP
|
TOTAL
|
|||
E17
and above
|
10%
|
2.75%
or 5.00%
|
12.50%
- 15.00%
|
|||
E15
– E16
|
8%
|
2.75%
or 5.00%
|
10.50%
- 13.00%
|
|||
E14
|
6%
|
2.75%
or 5.00%
|
8.75%
- 11.00%
|
|||
E13
and others
|
|
4%
|
|
2.75%
or 5.00%
|
|
6.75%
- 9.00%
|
|
•
|
2.75%
if hired after June 30, 2004.
|
|
•
|
5.00%
if hired on or before June 30,
2004.
|
·
|
The
2010 ERP contribution will be subject to a two year deferral requirement,
or payable in the event that separation, death, or permanent disability
occurs before the two year
requirement.
|
·
|
Future
ERP contributions will be subject to deferral elections by the
executive. This deferral election will be separate from the
deferral election made under the regular
DCP.
|