Wausau Paper Corp.
2009 Equity Incentive Compensation Plan
A portion of each individual officer’s grant, referred to below as the “Retention Award,” will vest
upon meeting certain criteria relating to continued employment with the Company. The remaining portion
of the grant, referred to below as the “Performance Incentive,” will vest upon meeting both performance
and continued employment criteria. The maximum potential award for the CEO, chief financial officer,
and each of the other named executive officers is described in the “Total Opportunity” column below.
*The Retention Award is a grant of restricted stock units equal to 25% of base salary, which vests
based on continuous employment with the Company (in the same position or in a position with
greater authority) through January 5, 2011.
**The Performance Incentive is a grant of performance units equal to a specified percentage of base
salary. These performance units may vest and be converted to a right to receive common stock (or,
in the Compensation Committee’s discretion, cash with an equivalent value) based on (1) continuous
employment with the Company (in the same position or in a position with greater authority) through
January 5, 2011; and (2) the Company’s achieving levels of Return on Capital Employed (“ROCE”)
ranging from 3% ROCE to 13% ROCE. For purposes of this plan, ROCE is determined by
excluding base gains from timberland sales and adjusting for other extraordinary items (which may
include, for example, facility closure charges, one-time expenses associated with certain major capital
projects, or other similar items). No shares of common stock or cash will be awarded if earnings are
at the bottom of the targeted range of ROCE, and the number of shares of common stock or cash
awarded will increase on a pro rata basis to the maximum potential award if ROCE is at the top of
the targeted range.
Note: This Exhibit 10.28 replaces Exhibit 10.1 filed by the Company with its Current Report