EX-10.1






Exhibit 10.1




P.  H. GLATFELTER COMPANY

 


AMENDED & RESTATED LONG-TERM INCENTIVE PLAN

 


1. PURPOSE. This Amended and Restated Long-Term Incentive Plan (the “Plan”) has been established by
P. H. Glatfelter Company (the “Company”) to reward Eligible Individuals by means of appropriate
incentives for achieving long-range Company goals; provide incentive compensation opportunities
that are competitive with those of other similar companies; further match Eligible Individuals’
financial interests with those of the Company’s other shareholders through compensation that is
based on the Company’s common stock and thereby enhance the long-term financial interest of the
Company and its Affiliates, including through the growth in the value of the Company’s equity and
enhancement of long-term shareholder return; and facilitate recruitment and retention of
outstanding personnel eligible to participate in the Plan.

 


This Plan was originally effective as of April 27, 2005 (the “Original Effective Date”), was
amended effective as of January 1, 2008 to reflect the provisions of Section 409A of the Code, and
was further amended and restated as approved by the Board of Directors on March 4, 2009.

 


2. DEFINITIONS. The capitalized terms used in this Plan have the meanings set forth below. Except
when otherwise indicated by the context, reference to the masculine gender shall include, when
used, the feminine gender and any term used in the singular shall also include the plural.

 


“Affiliate” means: (i) any Subsidiary of the Company; (ii) any entity or Person or group of Persons
that, directly or through one or more intermediaries, is controlled by the Company; and (iii) any
entity or Person or group of Persons in which the Company has a significant equity interest, as
determined by the Committee.

 


“Agreement” means any written agreement, contract or other instrument or document evidencing any
Award granted under the Plan, which may, but need not, be executed or acknowledged by a
Participant.

 


“Award” means any Option, SAR, award of Restricted Stock or Restricted Stock Units, Stock Award,
Other Stock-Based Award, or Performance Award granted under the Plan.

 


“Board” or “Board of Directors” means the Board of Directors of the Company, as it may be
constituted from time to time.

 


“Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time, or any
successor statute.

 


“Committee” means the Compensation Committee of the Board of Directors, or any successor committee
thereto, or such other committee of the Board of Directors as is appointed or designated by the
Board to administer the Plan.

 


“Covered Person” means an Eligible Individual who is determined by the Committee to be a “covered
employee” as defined in Section 162(m) of the Code for the tax year of the Company with regard to
which a deduction in respect of such person’s Award would be allowed.

 


“Disability” means (i) if the Participant is insured under a long-term disability insurance policy
or plan which is paid for by the Company, the Participant is totally disabled under the terms of
that policy or plan; or (ii) if no such policy or plan exists, the Participant will be considered
to be totally disabled as determined by the Committee; provided in each case that the Participant
is disabled within the meaning of Code Section 409A(a)(2)(C).

 


“Eligible Individual” means any full-time or part-time employee, officer, non-employee Director or
consultant of the Company or an Affiliate. Eligible Individual will also include any individual or
individuals to whom an offer of employment or service has been extended.

 


“Exchange Act” means the Securities Exchange Act of 1934, as amended.

 


“Fair Market Value” means, as of any date and unless otherwise determined by the Committee, the
value of the Shares determined as follows:

 


(i) If the Shares are listed on any established stock exchange, system or market, its Fair Market
Value shall be the closing price for the Shares as quoted on such exchange, system or market as
reported in the Wall Street Journal or such other source as the Committee deems reliable; and

 


(ii) In the absence of an established market for the Shares, the Fair Market Value thereof shall be
determined in good faith by the Committee by the reasonable application of a reasonable valuation
method, taking into account factors consistent with Treas. Reg. § 409A-1(b)(5)(iv)(B) as the
Committee deems appropriate.



A-1

 


“Incentive Stock Option” means an option granted under Section 6 that meets the requirements of
Section 422 of the Code, or any successor provision thereto.

 


“Non-Qualified Stock Option” means an option granted under Section 6 that is not an Incentive Stock
Option.

 


“Option” means an Incentive Stock Option or a Non-Qualified Stock Option.

 


“Other Stock-Based Award” means any right granted under Section 8.

 


“Participant” means any Eligible Individual to whom an Award has been made.

 


“Performance Award” means an Award to a Participant under Section 9, which award may be denominated
in cash or Shares.

 


“Person” means any individual, corporation, joint venture, association, partnership, limited
liability company, joint stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.

 


“Plan” means this Amended and Restated Long-Term Incentive Plan, as set forth herein and as amended
from time to time.

 


“Reporting Person” means any Eligible Individual subject to Section 16 of the Securities Exchange
Act of 1934, as amended.

 


“Restricted Stock” means a grant of Shares pursuant to Section 7.

 


“Restricted Stock Unit” means a contractual right underlying an Award granted under Section 7 that
is denominated in Shares, which unit represents a right to receive a Share (or the value of a
Share) upon the terms and conditions set forth in the Plan and the applicable Agreement.

 


“Retirement” means retirement of an employee from employment with the Company and all affiliates on
or after attaining age 65, or after attaining age 62 with 30 Benefit Years, which entitles the
eligible Participant to a Normal or Late Retirement benefit, or to an unreduced Early Retirement
benefit, under the terms of the Glatfelter Retirement Plan for Salaried Employees or the Glatfelter
Retirement Plan for Hourly Employees. All capitalized terms used in this definition have the
meanings set forth in the applicable retirement plan.

 


“SAR” means a stock appreciation right, which is the right to receive a payment in cash or Shares
equal to the amount of appreciation, if any, in the Fair Market Value of a Share from the date of
grant of the right to the date of its payment, and which may be awarded to Eligible Individuals
under Section 6.

 


“Separation from Service” means (i) with respect to an Eligible Individual who is an employee of
the Company or an Affiliate, the termination of his employment with the Company and all Affiliates
that constitutes a “separation from service” within the meaning of Treas. Reg.
Section 1.409A-1(h)(1), (ii) with respect to an Eligible Individual who is a consultant of the
Company or an Affiliate, the expiration of his contract or contracts under which services are
performed that constitutes a “separation from service” within the meaning of Treas. Reg.
Section 1.409A-1(h)(2), or (iii) with respect to an Eligible Individual who is a non-employee
Director of the Company or an Affiliate, the date on which such non-employee Director ceases to be
a member of the Board (or other applicable board of directors) for any reason.

 


“Share” means a share of Stock.

 


“Stock” means the common stock, par value $.01 per share (as such par value may be adjusted from
time to time), of the Company.

 


“Stock Award” means an award of Shares pursuant to Section 8.

 


“Subsidiary” means any entity in which the Company owns or otherwise controls, directly or
indirectly, stock or other ownership interests having the voting power to elect a majority of the
board of Directors, or other governing group having functions similar to a board of Directors, as
determined by the Committee. In the case of Incentive Stock Options, Subsidiary means any entity
that qualifies as a “subsidiary corporation” of the Company under Section 424(f) of the Code.

 


“Substitute Award” means an Award granted in assumption of, or in substitution for, an outstanding
award previously granted by a Person acquired by the Company or with which the Company combines.

 


“Successor” with respect to a Participant means the legal representative of an incompetent
Participant and, if the Participant is deceased, the legal representative of the estate of the
Participant or the person or persons who may, by bequest or inheritance, or under the terms of an
Award or of forms submitted by the Participant to the Committee, acquire the right to receive cash
and/or Shares issuable in satisfaction of an Award.

 


3. ADMINISTRATION. The authority to control and manage the operation and administration of the Plan
is vested in the Committee; provided, however, that all acts and authority of the Committee
pursuant to this Plan are subject to the provisions of the Committee’s Charter, as amended from
time to time, and such other authority as may be delegated to the Committee by the Board.



A-2



(a) The Committee has the exclusive power to make Awards, to determine when and to which
Eligible Individuals Awards will be granted, the types of Awards and the number of Shares covered
by the Awards, to establish the terms, conditions, performance criteria, restrictions, and other
provisions of such Awards and, subject to the terms of the Plan and applicable law, to cancel,
suspend or amend existing Awards. In making such Award determinations, the Committee may take into
account the nature of services rendered by the Eligible Individual, the Eligible Individual’s
present and potential contribution to the Company’s success and such other factors as the Committee
deems relevant.

 


(b) Subject to the provisions of the Plan, the Committee will have the authority and discretion to
determine the extent to which Awards under the Plan will be structured to conform to the
requirements applicable to performance-based compensation as described in Section 162(m) of the
Code, and to take such action, establish such procedures, and impose such restrictions as necessary
to conform to such requirements. Notwithstanding any provision of the Plan to the contrary, if an
Award under this Plan is intended to qualify as performance-based compensation under Section 162(m)
of the Code and the regulations issued thereunder and a provision of this Plan would prevent such
Award from so qualifying, such provision shall be administered, interpreted and construed to carry
out such intention (or disregarded to the extent such provision cannot be so administered,
interpreted or construed).

 


(c) The Committee has the power to approve forms of Agreement for use under the Plan.

 


(d) The Committee has the authority and discretion to establish terms and conditions of Awards as
the Committee determines to be necessary or appropriate to conform to applicable requirements or
practices of jurisdictions outside of the United States.

 


(e) The Committee may, subject to Section 11(b), determine whether, to what extent and under what
circumstances Awards may be settled, paid or exercised in cash, Shares or other Awards or other
property, or canceled, forfeited or suspended.

 


(f) The Committee has the authority to interpret the Plan and any Award or Agreement made under the
Plan, to establish, amend, waive and rescind any rules and regulations relating to the
administration of the Plan, to determine the terms and provisions of any Agreements entered into
hereunder (not inconsistent with the Plan), to amend the terms and provisions of any such Agreement
(not inconsistent with the Plan) and to make all other determinations necessary or advisable for
the administration of the Plan.

 


(g) The Committee may correct any defect, supply any omission or reconcile any inconsistency in the
Plan or in any Award in the manner and to the extent it deems desirable. The determinations of the
Committee in the administration of the Plan, as described herein will be final, binding and
conclusive on all interested parties.

 


(h) The Committee will maintain and keep adequate records concerning the Plan and concerning its
proceedings and act in such form and detail as the Committee may decide.

 


(i) Except to the extent prohibited by applicable law or regulation, the Committee may allocate all
or any portion of its responsibilities and powers to any one or more of its members and may
delegate all or any part of its responsibilities and powers to any person or persons selected by
it; provided, however, the Committee shall not delegate any such authority with respect to any
Awards made to a Reporting Person. The Committee may revoke any such allocation or delegation at
any time.

 


(j) The Company and any Affiliate will, to the fullest extent permitted by law, furnish the
Committee with such data and information as may be required for it to discharge its duties. The
records of the Company and any Affiliate as to an Eligible Individual’s employment, or other
provision of services, termination of employment, or cessation of the provision of services, leave
of absence, reemployment and compensation will be conclusive on all persons unless determined to be
incorrect. Participants and other persons entitled to benefit under the Plan must furnish the
Committee such evidence, data or information as the Committee considers desirable to carry out the
terms of the Plan.

 


(k) To the fullest extent permitted by law, each member and former member of the Committee and each
person to whom the Committee delegates or has delegated authority under this Plan shall be entitled
to indemnification by the Company against and from any loss, liability, judgment, damage, cost and
reasonable expense incurred by such member, former member or other person by reason of any action
taken, failure to act or determination made in good faith under or with respect to this Plan.

 


(l) Notwithstanding any provision of the Plan to the contrary, if any benefit provided under this
Plan is subject to the provisions of Section 409A of the Code and the regulations issued
thereunder, the provisions of the Plan shall be administered, interpreted and construed in a manner
necessary to comply with Section 409A and the regulations issued thereunder (or disregarded to the
extent such provision cannot be so administered, interpreted or construed.)

 


4. SHARES AVAILABLE FOR AWARDS.

 


(a) Subject to adjustment as provided in Section 4(d), the maximum number of Shares that may be
delivered pursuant to Awards granted under the Plan is 5,500,000, and the maximum number of Shares
that may be issued under the Plan as Incentive Stock Options is 5,500,000. The number of Shares
available for Awards made under the Plan includes an additional 4,000,000 Shares added to the Plan
in 2009. No Participant receiving an Award will be granted: (i) Options or SARs with respect to
more than 400,000 Shares during any fiscal year; (ii) a Performance Award (denominated in Shares)
which could result in such Participant



A-3



receiving more than 250,000 Shares for each full or partial fiscal year of the Company contained in
the performance period of such Performance Award, provided, however, that, if any other Performance
Awards are outstanding for the Participant for a given year, such Share limitation shall be reduced
for each such year by the Shares that could be received by the Participant under all such
Performance Awards, divided, for each such Performance Award, by the number of full or partial
fiscal years of the Company contained in the performance period of each such outstanding
Performance Award; or (iii) a Performance Award (denominated in cash) which could result in such
Participant receiving more than $1,750,000.00 for each full or partial fiscal year of the Company
contained in the performance period of such Performance Award, provided, however, that, if any
other such Performance Awards are outstanding for such Participant for a given year, such dollar
limitation shall be reduced for each such year by the amount that could be received by the
Participant under all such Performance Awards, divided, for each such Performance Award, by the
number of full or partial fiscal years of the Company contained in the performance period of each
such outstanding Performance Award. The foregoing limitations are subject to adjustment as provided
in this Section 4, but only to the extent that any such adjustment will not affect the status of:
(1) any Award intended to qualify as performance-based compensation under Section 162(m) of the
Code; or (2) any Award intended to qualify as an Incentive Stock Option.

 


The following is an example of the application of the foregoing paragraph. If a Participant
receives the following Share-based Performance Awards, then the Award made for 2009 will need to be
reduced, or the vesting period extended, to prevent the possibility that more than 250,000 Shares
will vest for 2009.

 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Award	 	 	 	 	 	 	 	Number of	 	 	 	 	 	Vesting Per	 	 	 	Shares vest	 	 	 	 	 	Shares vest	 	 	 	 	 	Shares vest	 	 
	Year	 	 	 	Performance Period	 	 	 	Shares	 	 	 	 	 	Year	 	 	 	2008	 	 	 	 	 	2009	 	 	 	 	 	2010	 	 
	 	 	 
	 	 	 
	 
	 	

	 	

	 	

	 	


	 	

	 	

	 	

	 	

	 	

	 	

	 	

	 	

	 	

	 	

	 	

	 	

	 	

	 	

	 	

	 	

	 	

	 	

	 
	 	 	2007	 	 	 
	 	 
	 	1/1/07 to 12/31/09

	 	 
	 	 
	 	 	250,000	 	 	 
	 	 
	 	one-third
	 	 
	 	 
	 	 	83,333	 	 	 
	 	 
	 	 
	 	 	83,334	 	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 
	 	 	2008	 	 	 
	 	 
	 	1/1/08 to 12/31/09

	 	 
	 	 
	 	 	250,000	 	 	 
	 	 
	 	one-half
	 	 
	 	 
	 	 	125,000	 	 	 
	 	 
	 	 
	 	 	125,000	 	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 
	 	 	2009	 	 	 
	 	 
	 	1/1/09 to 12/31/10

	 	 
	 	 
	 	 	250,000	 	 	 
	 	 
	 	one-half
	 	 
	 	 
	 	 	 	 	 	 
	 	 
	 	 
	 	 	125,000	 	 	 
	 	 
	 	 
	 	 	125,000	 	 	 
	 
	 






(b) Shares to be issued under the Plan may be made available from authorized but unissued Stock,
Stock held by the Company in its treasury, or Stock purchased by the Company on the open market or
otherwise. During the term of the Plan, the Company will at all times reserve and keep available
the number of shares of Stock that are sufficient to satisfy the requirements of the Plan.

 


(c) Any Shares covered by an Award that terminates, lapses or is forfeited or cancelled, or an
Award that is otherwise settled without the delivery of the full number of Shares underlying the
Award, shall, to the extent of any such forfeiture, termination, lapse, cancellation, etc., again
be available for issuance under the Plan.

 


(d) In the event that the Committee determines that any dividend or other distribution (whether in
the form of cash, Stock, other securities, or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Stock or other securities of the Company, issuance of warrants or other
rights to purchase Stock or other securities of the Company, or other similar corporate transaction
or event constitutes an equity restructuring transaction, as that term is defined in Statement of
Financial Accounting Standards No. 123 (revised), or otherwise affects the Stock, then the
Committee shall adjust the following in a manner that is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan: (i) the number and type of shares of Stock (or other
securities or property) which thereafter may be made the subject of Awards, including the
individual limits set forth in Section 4(a); provided, however, that with respect to such
individual limits in Section 4(a), an adjustment will not be made unless such adjustment can be
made in a manner that satisfies the requirement of Section 162(m) of the Code; (ii) the number and
type of shares of Stock (or other securities or property) subject to outstanding Awards; (iii) the
grant, purchase, or exercise price with respect to any Award or, if deemed appropriate, make
provision for a cash payment to the holder of an outstanding Award; provided, however, that the
number of Shares subject to any Award shall always be a whole number; and (iv) other value
determinations applicable to outstanding Awards. The Committee’s adjustment shall be effective and
binding for all purposes of this Plan; provided, that no adjustment shall be made which will cause
an Incentive Stock Option to lose its status as such, and further provided that no such adjustment
shall constitute (i) a modification of a stock right within the meaning of Treas. Reg.
Section 1.409A-1(b)(5)(v)(B) so as to constitute the grant of a new stock right, (ii) an extension
of a stock right, including the addition of any feature for the deferral of compensation within the
meaning of Treas. Reg. Section 1.409A-1(b)(5)(v)(C), or (iii) an impermissible acceleration of a
payment date or a subsequent deferral of a stock right subject to Code Section 409A within the
meaning of Treas. Reg. Section 1.409A-1(b)(5)(v)(E). Furthermore, no adjustment as the result of a
change in capitalization shall cause the exercise price to be less than the Fair Market Value of
such Shares (as adjusted to reflect the change in capitalization) on the date of grant, and any
adjustment as the result of the substitution of a new stock right or the assumption of an
outstanding stock right pursuant to a corporate transaction shall satisfy the conditions described
in Treas. Reg. Section 1.409A-1(b)(5)(v)(D).

 


5. ELIGIBILITY. All Eligible Individuals are eligible to participate in this Plan and receive
Awards hereunder. Holders of equity-based awards issued by a company acquired by the Company or
with which the Company combines are eligible to receive Substitute Awards hereunder.



A-4



6. OPTIONS AND SARS. The Committee is hereby authorized to grant Options and SARs to Participants
with the following terms and conditions and with such additional terms and conditions, in either
case not inconsistent with the provisions of the Plan, as the Committee determines and sets forth
in the Award Agreement:

 


(a) The exercise price per Share under an Option or SAR will be determined by the Committee;
provided, however, that, except in the case of Substitute Awards, such exercise price shall not be
less than the Fair Market Value of a Share on the date of grant of such Option or SAR. The
Committee shall not have the authority to reprice Options or SARS to reduce the exercise price
without first obtaining shareholder approval for such repricing.

 


(b) The term of each Option will be fixed by the Committee and the effect thereon, if any, of the
Separation from Service of the Participant will be determined by the Committee and set forth in the
applicable Agreement. The Agreement will contain the terms of the Award, including, but not limited
to: (i) the number of Shares that may be issued upon exercise of an Option or number of SARs
subject to an Award; (ii) the exercise price of each Option or SAR; (iii) the term of the Option or
SAR; (iv) such terms and conditions on the vesting and/or exercisability of an Option or SAR as may
be determined by the Committee; (v) any restrictions on transfer of the Option or SAR and
forfeiture provisions; and (vi) such further terms and conditions, in each case, not inconsistent
with this Plan as may be determined from time to time by the Committee.

 


(c) Subject to the terms of the Plan and the related Agreement, any Option or SAR may be exercised
at any time during the period commencing with either the date that Option or SAR is granted or the
first date permitted under a vesting schedule established by the Committee and ending with the
expiration date of the Option or SAR. A Participant may exercise his Option or SAR for all or part
of the number of Shares or rights which he is eligible to exercise under terms of the Option or
SAR. The Committee will determine the method or methods by which, and the form or forms in which,
including, without limitation, cash, Shares, other Awards, or other property, or any combination
thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price of an
Option, payment of the exercise price with respect thereto may be made or deemed to have been made.

 


(d) Unless otherwise revised in the Award Agreement documenting an Option or SAR Award, the
following general rules will apply to outstanding Option and SAR Awards designated as Stock-Only
SARs (“SOSARs”) at the time of Separation from Service:

 


(i) In the event of Separation from Service for cause (as determined by the Company), then all
outstanding Option and SOSAR Awards, and any cash-based SAR Awards, whether vested or unvested,
will immediately terminate and be forfeited.

 


(ii) In the event of Separation from Service due to death or Retirement of the Participant while
employed by the Company or any of its subsidiaries, or the termination of service of the
Participant due to Disability (whether or not a Separation from Service), then an amount of
unvested Options or SOSARs shall vest equal to a percentage, the numerator of which equals the
number of days that has elapsed as of the date of death or Retirement or the date on which such
Disability commenced (such date to be determined by the Committee in its sole discretion) in the
vesting restriction period for each applicable vesting tranche, and the denominator of which equals
the total number of days in each such applicable vesting period, rounded down to the nearest whole
Share. For example, if a Participant holds a SOSAR Award for 12,000 shares vesting one-third in
each year, and Retires on July 31 of the second year of the vesting period, such Participant will
have previously vested in 4,000 shares with respect to the first one-third tranche, and will vest
in 3,161 Shares with respect to the second one-third tranche (4,000 Shares times 577/730), and
2,107 Shares with respect to the third one-third tranche (4,000 Shares times 577/1,095). Such
vested Options and SOSARs, together with all other vested and unexercised Options and SOSARs may be
exercised by the Participant, or his or her beneficiaries, for three years following the date of
death, Disability or Retirement, or, if shorter, until the end of the term of a particular Option
or SOSAR as established in the Award Agreement.

 


(iii) In all other events of Separation from Service, the Participant shall have a period of ninety
(90) days following such Separation from Service (or, if shorter, until the end of the term of a
particular Option or SOSAR as established in the original Award Agreement) to exercise any vested
and unexercised Options and SARs then outstanding; all unvested Option and SAR Awards shall
immediately terminate and be forfeited.

 


(e) The terms of any Incentive Stock Option granted under the Plan shall comply in all respects
with the provisions of Section 422 of the Code, or any successor provision thereto, and any
regulations promulgated thereunder. No Incentive Stock Option shall be granted to any Eligible
Individual who is not an employee of the Company or a Subsidiary. Options designated as Incentive
Stock Options shall not be eligible for treatment under the Code as “incentive stock options” (and
will be deemed to be Non-Qualified Stock Options) to the extent that either (i) the aggregate Fair
Market Value of Shares (determined as of the date of grant) with respect to such Options are
exercisable for the first time by the Participant during any calendar year (under all plans of the
Company and any Subsidiary) exceeds $100,000.00, taking Options into account in the order in which
they were granted or (ii) such Options otherwise remain exercisable but are not exercised within
three (3) months of termination of employment (or such other period of time provided in Section 422
of the Code).



A-5

 


7. RESTRICTED STOCK AND RESTRICTED STOCK UNIT AWARDS. The Committee is hereby authorized to grant
Awards of Restricted Stock and/or Restricted Stock Units to Eligible Individuals.

 


(a) The Awards granted under this Section 7 are subject to such restrictions as the Committee may
impose (including, without limitation, any limitation on the right to vote Shares underlying
Restricted Stock Awards or the right to receive any dividend, other right or property), which
restrictions may lapse separately or in combination at such time or times, in such installments or
otherwise, as the Committee may deem appropriate. Such Awards will be evidenced by an Agreement
containing the terms of the Awards, including, but not limited to: (i) the number of Shares of
Restricted Stock or Restricted Stock Units subject to such Award; (ii) the purchase price, if any,
of the Shares of Restricted Stock or Restricted Stock Units and the means of payment for the Shares
of Restricted Stock or Restricted Stock Units; (iii) the performance criteria, if any, and level of
achievement in relation to the criteria that shall determine the number of Shares of Restricted
Stock or Restricted Stock Units granted, issued, retainable and/or vested; provided, however, that
any such performance criteria shall be selected from the criteria set forth in Section 9(b) to the
extent the Committee determines that the Award needs to comply with Section 162(m) of the Code;
(iv) such terms and conditions of the grant, issuance, vesting and/or forfeiture of the Restricted
Stock or Restricted Stock Units as may be determined from time to time by the Committee;
(v) restrictions on transferability of the Restricted Stock or Restricted Stock Units; and
(vi) such further terms and conditions, in each case, not inconsistent with this Plan as may be
determined from time to time by the Committee.

 


(b) Without limiting the foregoing, and except as otherwise revised in the Award Agreement
documenting a service-based Restricted Stock Unit Award (“RSUs”), the following general rules will
apply to outstanding RSUs at the time of Separation from Service:

 


(i) In the event of Separation from Service for cause (as determined by the Company), all
outstanding RSUs will immediately terminate and be forfeited.

 


(ii) In the event of Separation from Service due to death or Retirement of the Participant while
employed by the Company or any of its subsidiaries, or the termination of service of the
Participant due to Disability (whether or not a Separation from Service), then an amount of
unvested RSUs shall vest equal to a percentage, the numerator of which equals the number of days
that has elapsed as of the date of death or Retirement or the date on which such Disability
commenced (such date to be determined by the Committee in its sole discretion) in the vesting
restriction period for each applicable vesting tranche, and the denominator of which equals the
total number of days in each such vesting restriction period, rounded down to the nearest whole
Share. For example, if a Participant holds RSUs for 12,000 shares with lapse of the restrictions
occurring as to one-third of the Shares in each year, and Retires on July 31 of the second year of
the restriction period, the restrictions with respect to the first tranche of 4,000 shares will
have lapsed previously, and restrictions will lapse as to 3,161 Shares with respect to the second
one-third tranche (4,000 Shares times 577/730), and 2,107 Shares with respect to the third
one-third tranche (4,000 Shares times 577/1,095) at Retirement. All vested RSUs will be paid in
accordance with the payment provisions set forth in Section 7(d) of this Plan.

 


(iii) In all other events of Separation from Service, to the extent not previously paid, the
Participant shall be paid any vested RSUs in accordance with the payment provisions of
Section 7(d), and all unvested RSUs shall immediately terminate and be forfeited.

 


(c) Any Award of Restricted Stock or Restricted Stock Units may be evidenced in such manner as the
Committee may deem appropriate, including, without limitation, book-entry registration or issuance
of a stock certificate or certificates. In the event any stock certificate is issued in respect of
Shares underlying a Restricted Stock Award, such certificate will be registered in the name of the
Participant and bear an appropriate legend referring to the terms, conditions, and restrictions
applicable to such Shares.

 


(d) Restricted Stock and Restricted Stock Unit Awards shall (subject to satisfaction of any
purchase price requirement) be transferred or paid to the Participant as soon as practicable
following the Award date or the termination of the vesting or other restrictions set forth in the
Plan or the Agreement and the satisfaction of any and all other conditions of the Award applicable
to such Restricted Stock or Restricted Stock Unit Award (the “Restriction End Date”), but in no
event later than two and one-half (21/2) months following the end of the calendar year that
includes the later of the Award date or the Restriction End Date, as the case may be. In the event
a Participant terminates service with the Company due to a Disability, then the Participant’s
vested Restricted Stock Units shall be paid to the Participant within thirty (30) days of the
Participant’s qualification for long-term disability under the Company’s long-term disability plan
or policy, or the Committee’s determination of Disability, as the case may be. Notwithstanding any
of the foregoing, to the extent that the provisions of Section 7(b) hereof or the provisions of any
Award Agreement for Restricted Stock Units require, distributions of Stock under circumstances that
constitute a “deferral of compensation” shall conform to the applicable requirements of
Section 409A of the Code, including, without limitation, the requirement that a distribution to a
Participant who is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) which is
made on account of the specified employee’s Separation from Service shall not be made before the
date which is six (6) months after the date of Separation from Service.



A-6



8. STOCK AWARDS AND OTHER STOCK-BASED AWARDS.

 


(a) Stock Awards. The Committee is hereby authorized to grant Stock Awards to Eligible Individuals.
Stock Awards may be issued by the Committee in addition to, or in tandem with, other Awards granted
under this Plan, and may be issued in lieu of any cash compensation or fees for services to the
Company as the Committee, in its discretion, determines or authorizes. Stock Awards shall be
evidenced by an Agreement or in such other manner as the Committee may deem necessary or
appropriate, including, without limitation, book-entry registration or issuance of a stock
certificate or certificates. In the event any stock certificate is issued in respect of Shares
underlying a Stock Award, such certificate will be registered in the name of the Participant.

 


(b) Other Stock-Based Awards. The Committee is hereby authorized to grant to Participants such
other Awards (including, without limitation, rights to dividends and dividend equivalents) that are
denominated or payable in, valued in whole or in part by reference to, or otherwise based on or
related to, Stock (including, without limitation, securities convertible into Stock) as are deemed
by the Committee to be consistent with the purposes of the Plan. Subject to the terms of the Plan,
the Committee will determine the terms and conditions of such Awards and set forth such terms and
conditions in an Agreement related to such Award. Shares or other securities delivered pursuant to
a purchase right granted under this Section 8(b) shall be purchased for such consideration, which
may be paid by such method or methods and in such form or forms, including, without limitation,
cash, Shares, other securities, other Awards or other property, or any combination thereof, as the
Committee determines, the value of which consideration, as established by the Committee, shall,
except in the case of Substitute Awards, not be less than the Fair Market Value of such Shares or
other securities as of the date such purchase right is granted.

 


(c) Stock Awards and Other Stock-Based Awards shall be transferred or paid to the Participant as
soon as practicable following the Award date and the satisfaction of any and all other conditions
of the Agreement applicable to such Stock Award or Other Stock-Based Award (the “Satisfaction
Date”), but in no event later than two and one-half (21/2) months following the end of the calendar
year that includes the later of the Award date or the Satisfaction Date, as the case may be.

 


9. PERFORMANCE AWARDS.

 


(a) The Committee is hereby authorized to grant Performance Awards to Eligible Individuals. Unless
otherwise determined by the Committee, such Awards will be evidenced by an Agreement containing the
terms of such Awards, including, but not limited to, the performance criteria and such terms and
conditions as may be determined from time to time by the Committee, in each case, not inconsistent
with this Plan.

 


(b) For Awards intended to be performance-based compensation under Section 162(m) of the Code,
Performance Awards shall be conditioned upon the achievement of pre-established goal(s) relating to
one or more of the following performance measures established within 90 days after the beginning of
the performance period as determined in writing by the Committee and subject to such modifications
as specified by the Committee: cash flow; cash flow from operations; earnings (including earnings
before interest, taxes, depreciation, and amortization or some variation thereof or earnings
targets that eliminate earnings from non-core sources, such as gains from pension assets and
timberland sales); earnings per share, diluted or basic; earnings per share from continuing
operations; net asset turnover; inventory turnover; capital expenditures; debt, net debt, debt
reduction; working capital; return on investment; return on sales; net or gross sales; market
share; economic value added; cost of capital; change in assets; expense reduction levels;
productivity; delivery performance; safety record; stock price; return on equity; total shareholder
return; return on capital; return on assets or net assets; revenue; income or net income; operating
income or net operating income; operating profit or net operating profit; gross margin, operating
margin or profit margin; and completion of acquisitions, business expansion, product
diversification and other non-financial operating and management performance objectives. To the
extent consistent with Section 162(m) of the Code, the Committee may determine that certain
adjustments apply, in whole or in part, in such manner as determined by the Committee, to exclude
the effect of any of the following events that occur during a performance period: the impairment of
tangible or intangible assets; litigation or claim judgments or settlements; the effect of changes
in tax law, accounting principles or other such laws or provisions affecting reported results;
accruals for reorganization and restructuring programs, including, but not limited to, reductions
in force and early retirement incentives; currency fluctuations; and any extraordinary, unusual,
infrequent or non-recurring items described in management’s discussion and analysis of financial
condition and results of operations or the financial statements and notes thereto appearing in the
Company’s annual report to shareholders for the applicable year. Performance measures may be
determined either individually, alternatively or in any combination, applied to either the Company
as a whole or to a business unit or Subsidiary entity thereof, either individually, alternatively
or in any combination, and measured over a period of time including any portion of a year, annually
or cumulatively over a period of years, on an absolute basis or relative to a pre-established
target, to previous years’ results or to a designated comparison group, in each case as specified
by the Committee.

 


(c) For Awards intended to be performance-based compensation under Section 162(m) of the Code,
performance goal(s) relating to the performance measures set forth above shall be pre-established
by the Committee, and achievement thereof certified in writing prior to payment of the Award, as
required by Section 162(m) and regulations promulgated thereunder. In addition to establishing
minimum performance goal(s) below which no compensation shall be payable pursuant to a Performance
Award, the Committee, in its



A-7



discretion, may create a performance schedule under which an amount less than or more than the
target award may be paid so long as the performance goal(s) have been achieved.

 


(d) The Committee, in its sole discretion, may also establish such additional restrictions or
conditions that must be satisfied as a condition precedent to the payment of all or a portion of
any Performance Awards. Such additional restrictions or conditions need not be performance-based
and may include, among other things, the receipt by a Participant of a specified annual performance
rating, the continued employment by the Participant and/or the achievement of specified performance
goals by the Company, business unit or Participant. Furthermore, and notwithstanding any provision
of this Plan to the contrary, the Committee, in its sole discretion, may retain the discretion to
reduce the amount of any Performance Award to a Participant if it concludes that such reduction is
necessary or appropriate based upon: (i) an evaluation of such Participant’s performance;
(ii) comparisons with compensation received by other similarly situated individuals working within
the Company’s industry; (iii) the Company’s financial results and conditions; or (iv) such other
factors or conditions that the Committee deems relevant. The Committee shall not use its
discretionary authority to increase any award that is intended to be performance-based compensation
under Section 162(m) of the Code.

 


(e) Performance Awards shall be transferred or paid to the Participant as soon as practicable
following the termination of the vesting or other restrictions set forth in the Plan or the
Agreement and the satisfaction of any and all other conditions of the Agreement applicable to such
Performance Award (the “Performance End Date”), but in no event later than two and one-half (21/2)
months following the end of the calendar year that includes the Performance End Date.

 


10. DURATION. The Plan became effective on the Original Effective Date. No Award may be granted
under the Plan after the tenth anniversary of the date at which this Plan is approved by
shareholders of the Company in 2009. However, unless otherwise expressly provided in the Plan or in
an applicable Agreement, any Award theretofore granted may extend beyond such date, and the
authority of the Committee to administer the Plan and to amend, alter, adjust, suspend,
discontinue, or terminate any such Award, or to waive any conditions or rights under any such
Award, and the authority of the Board to amend the Plan, shall extend beyond such date.

 


11. AMENDMENT, MODIFICATION AND TERMINATION.

 


(a) Except to the extent prohibited by applicable law and unless otherwise expressly provided in an
Agreement or in the Plan, the Board may amend, alter, suspend, discontinue, or terminate the Plan
or any portion thereof at any time; provided, however, that no such amendment, alteration,
suspension, discontinuation or termination shall be made without: (i) shareholder approval if such
approval is necessary to comply with any tax, legal or regulatory (including, for this purpose, the
rules of any national securities exchange(s) on which the Stock is then listed) requirement for
which or with which the Board deems it necessary or desirable to qualify or comply; or (ii) the
consent of the affected Participant, if such action would adversely affect any material rights of
such Participant under any outstanding Award. Notwithstanding the foregoing or any provision of the
Plan to the contrary, the Committee may at any time (without the consent of the Participant)
modify, amend or terminate any or all of the provisions of this Plan to the extent necessary:
(i) to conform the provisions of the Plan with Section 409A of the Code regardless of whether such
modification, amendment, or termination of the Plan shall adversely affect the rights of a
Participant under the Plan; and (ii) to enable the Plan to achieve its stated purposes in any
jurisdiction outside the United States in a tax-efficient manner and in compliance with local rules
and regulations.

 


(b) The Committee may waive any conditions or rights under, amend any terms of, or amend, alter,
suspend, discontinue or terminate, any Award theretofore granted, prospectively or retroactively,
without the consent of any Participant or holder or beneficiary of an Award, provided, however,
that no such action shall impair any material rights of a Participant or holder or beneficiary
under any Award theretofore granted under the Plan. The Committee may, in its discretion, vest part
or all of a Participant’s Award that would otherwise be forfeited; provided that, in the case of a
Restricted Stock Unit Award, Stock Award, Other Stock-Based Award or Performance Award,
distribution thereof to the Participant shall be made no later than two and one-half (21/2) months
following the end of the calendar year in which such vesting occurs. Notwithstanding the foregoing,
no waiver, amendment, alteration, suspension, discontinuation or termination of the Award by the
Committee shall constitute (i) a modification of a stock right within the meaning of Treas. Reg.
Section 1.409A-1(b)(5)(v)(B) so as to constitute the grant of a new stock right, (ii) an extension
of a stock right, including the addition of any feature for the deferral of compensation, within
the meaning of Treas. Reg. Section 1.409A-1(b)(5)(v)(C), or an impermissible acceleration of a
payment date or a subsequent deferral of a stock right subject to Code Section 409A within the
meaning of Treas. Reg. Section 1.409A-1(b)(5)(v)(E). Furthermore, in no event may the Committee
exchange Awards previously granted for Awards of a different type.

 


(c) With respect to Participants who reside or work outside the United States of America, the
Committee may, in its sole discretion, amend, or otherwise modify, without Board or shareholder
approval, the terms of the Plan or Awards with respect to such Participants in order to conform
such terms with the provisions of local law; provided that such amendment or other modification
shall not, without the approval of the shareholders of the Company, increase the total number of
Shares reserved for purposes of the Plan, expand the class of Eligible Individuals who may receive
Awards under the Plan, add a new type of Award to the Plan or make other changes that would require
the approval of the shareholders of the Company under the rules of the national securities
exchange(s) on which the Company’s Stock is then listed.



A-8



(d) The Committee is authorized to make adjustments in the terms and conditions of, and the
criteria included in, Awards in recognition of unusual or nonrecurring events (including, without
limitation, an event affecting the Company, or the financial statements of the Company, or of
changes in applicable laws, regulations or accounting principles), whenever the Committee
determines that such adjustments are appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan, subject, with respect
to Awards intended to meet the requirements of Section 162(m) of the Code, compliance with the
provisions of Section 162(m).

 


(e) In connection with an event described in Section 4(d) or such other events as determined by the
Committee and set forth in an Award Agreement, the Committee may, in its discretion: (i) cancel any
or all outstanding Awards under the Plan in consideration for payment to the holder of each such
cancelled Award of an amount equal to the portion of the consideration that would have been payable
to such holder pursuant to such transaction if such Award had been fully vested and exercisable,
and had been fully exercised, immediately prior to such transaction, less the exercise price, if
any, that would have been payable therefore; or (ii) if the net amount referred to in clause (i)
would be negative, cancel such Award for no consideration or payment of any kind. Payment of any
amount payable pursuant to the preceding sentence may be made in cash and/or securities or other
property in the Committee’s discretion. Such payment shall be made as soon as practicable, but in
no event later than two and one-half (21/2) months following the end of the calendar year in which
the Committee exercises its discretion to make payment as aforesaid.

 


12. MISCELLANEOUS.

 


(a) Nothing in the Plan or in any Agreement confers upon any Eligible Individual who is a
Participant the right to continue in the service or employment of the Company or any Affiliate or
affect any right which the Company or any Affiliate may have to terminate or modify the employment
or provision of service of the Participant with or without cause.

 


(b) The Company has the right to withhold from any payment of cash or Stock to a Participant or
other person under the Plan an amount sufficient to cover any required withholding taxes, including
the Participant’s social security and Medicare taxes (FICA) and federal, state, local income tax or
such other applicable taxes (“Taxes”) with respect to income arising from payment of the Award. The
Company may require the payment of any Taxes before issuing any Stock pursuant to the Award. The
Committee may, if it deems appropriate in the case of a Participant, withhold such Taxes through a
reduction of the number of Shares delivered to such individual, or allow the Participant to elect
to cover all or any part of the required withholdings, and to cover any additional withholdings up
to the amount needed to cover the Taxes with respect to income arising from payment of the Award,
through a reduction of the number of Shares delivered to such individual or a subsequent return to
the Company of Shares held by the Participant, in each case valued in the same manner as used in
computing the withholding taxes under the applicable laws.

 


(c) Awards received by a Participant under this Plan are not be deemed a part of a Participant’s
regular, recurring compensation for purposes of any termination, indemnity or severance pay laws
and shall not be included in, nor have any effect on, the determination of benefits under any other
employee benefit plan, contract or similar arrangement provided by the Company or an Affiliate,
unless expressly so provided by such other plan, contract or arrangement, or unless the Committee
so determines. No provision of the Plan shall prevent the Company from adopting or continuing in
effect other or additional compensation arrangements, including incentive arrangements providing
for the issuance of options and stock, and awards that do not qualify under Section 162(m) of the
Code, and such arrangements may be generally applicable or applicable only in specific cases.

 


(d) Except as the Committee may otherwise determine from time to time: (i) no Award and no right
under any Award shall be assignable, alienable, saleable or transferable by a Participant otherwise
than by will or by the laws of descent and distribution; provided, however, that, a Participant
may, in the manner established by the Committee, designate a beneficiary or beneficiaries to
exercise the rights of the Participant, and to receive any property distributable, with respect to
any Award upon the death of the Participant; and provided, further, however, that in no event shall
the Committee authorize any assignment, alienation, sale, or other transfer under this paragraph
that would provide a Participant or beneficiary with the opportunity to receive consideration from
a third party; (ii) each Award, and each right under any Award, shall be exercisable during the
Participant’s lifetime only by the Participant or, if permissible under applicable law, by the
Participant’s guardian or legal representative; and (iii) no Award and no right under any such
Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge,
alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company.
The provisions of this paragraph shall not apply to any Award which has been fully exercised,
earned or paid, as the case may be, and shall not preclude forfeiture of an Award in accordance
with the terms thereof.

 


(e) This Plan is unfunded and the Company is not required to segregate any assets that may at any
time be represented by Awards under this Plan. Neither the Company, its Affiliates, the Committee,
nor the Board shall be deemed to be a trustee of any amounts to be paid under this Plan nor shall
anything contained in this Plan or any action taken pursuant to its provisions create or be
construed to create a fiduciary relationship between the Company and/or its Affiliates, and a
Participant or Successor. To the extent any person acquires a right to receive an Award under this
Plan, such right shall be no greater than the right of an unsecured general creditor of the
Company.



A-9



(f) Any liability of the Company to any Participant with respect to an Award shall be based solely
upon contractual obligations created by this Plan and the applicable Agreement. Except as may be
required by law, neither the Company nor any member or former member of the Board or of the
Committee, nor any other person participating (including participation pursuant to a delegation of
authority under Section 3(i) hereof) in any determination of any question under this Plan, or in
the interpretation, administration or application of this Plan, shall have any liability to any
party for any action taken, or not taken, under this Plan.

 


(g) No certificate for Shares distributable pursuant to this Plan will be issued and delivered
unless the issuance of such certificate complies with all applicable legal requirements including,
without limitation, compliance with the provisions of Section 409A of the Code, applicable state
securities laws, the Securities Act of 1933, as amended and in effect from time to time or any
successor statute, the Exchange Act and the requirements of the national securities exchange(s) on
which the Company’s Stock may, at such time, be listed.

 


(h) To the extent that federal laws do not otherwise control, this Plan and all determinations made
and actions taken pursuant to this Plan shall be governed by the laws of the Commonwealth of
Pennsylvania, without giving effect to its conflict of law provisions.

 


(i) In the event that any provision of this Plan is held to be illegal or invalid for any reason,
the illegality or invalidity shall not affect the remaining provisions of this Plan, and this Plan
shall be construed and enforced as if the illegal or invalid provision had not been included.

 


(j) No fractional shares shall be issued or delivered pursuant to this Plan or any Agreement, and
the Committee shall determine whether cash, other securities, or other property shall be paid or
transferred in lieu of any fractional shares, or whether such fractional Shares or any rights
thereto shall be canceled, terminated, or otherwise eliminated.

 


Pursuant to authority granted to William T. Yanavitch II, Vice President of Human Resources and
Administration, in resolutions of the Board of Directors dated March 4, 2009, the foregoing Amended
and Restated Long-Term Incentive Plan is adopted by the Board the 4th day of March, 2009, to be
effective as of the date this amended and restated Long-Term Incentive Plan is approved by the
Company’s shareholders, which is expected to occur on April 29, 2009.

 


P. H. GLATFELTER COMPANY

 


	 	 	 	 	 
	 

	 	By: 
	 	/s/  William T. Yanavitch II







	 	 	William T. Yanavitch II,

Vice President of Human Resources and






Administration