EX-10.1






Exhibit 10.1




P. H. GLATFELTER COMPANY

MANAGEMENT INCENTIVE PLAN

(as Amended and Restated, Effective as of January 1, 2015)




Purpose of the Plan



The purpose of the Management Incentive Plan (hereinafter called the “Plan”) is to advance the
interests of the P. H. Glatfelter Company and its shareholders by providing incentives to key
employees with significant responsibility for the success and growth of the Company. The Plan is
designed to: (i) promote the attainment of the Company’s significant business objectives; (ii)
encourage and reward management teamwork across the entire Company; and (iii) assist in the
attraction and retention of employees vital to the Company’s long-term success.



Effective Date



This Plan was originally established effective January 1, 2005. The Plan was amended and
restated effective January 1, 2008 to conform its provisions to the requirements of Section 409A of
the Code and the final regulations thereunder and was further amended and restated effective as of
January 1, 2010. The Plan is amended and restated effective as of January 1, 2015, subject to
shareholder approval of the amended and restated Plan (the “2015 Plan Effective Date”). The 2015
Plan restatement applies to awards made on or after the 2015 Plan Effective Date.



Definitions



For the purpose of the Plan, the following definitions shall apply:



“Board” means the Board of Directors of the Company.



“Change in Control” means:



(i) The acquisition, directly or indirectly, other than from Glatfelter, by any person, entity or
“group” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (excluding, for
this purpose, Glatfelter, its subsidiaries, and any employee benefit plan of Glatfelter or its
subsidiaries) (a “Third Party”) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of the combined voting power of Glatfelter’s
then outstanding voting securities entitled to vote generally in the election of directors; or



(ii) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Directors”) cease
in any 12 month period for any reason to constitute at least a majority of the Board, provided that
any person becoming a director subsequent to the date hereof whose election, or nomination for
election by Glatfelter’s shareholders, was approved by a vote of at least a majority of the
Incumbent Directors who are directors at the time of such vote shall be, for purposes of this Plan,
an Incumbent Director, but excluding for this purpose, any such person whose initial election as a
member of the Board occurs as a result of an actual or threatened election contest with respect to
the election or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Third Party other than the Board; or




	 	(iii)	 	Consummation of (a) a reorganization, merger or consolidation, in each case, with
respect to which persons who were the shareholders of Glatfelter immediately prior to such
reorganization, merger or consolidation (other than the surviving entity) do not,
immediately thereafter, beneficially own more than 50% of the combined voting power of the
reorganized, merged or consolidated company’s then outstanding voting securities entitled
to vote generally in the election of directors, or (b) a liquidation or dissolution of
Glatfelter or the sale of all or substantially all of the assets of Glatfelter (whether
such assets are held directly or indirectly) to a Third Party.





The Committee may provide for another definition of Change in Control with respect to a particular
award if necessary or appropriate to comply with Section 409A of the Code or as the Committee
otherwise deems appropriate.



“Code” means the Internal Revenue Code of 1986, as amended, including any successor law thereto.



“Committee” means the Compensation Committee of the Board, or such other committee as is appointed
or designated by the Board to administer the Plan, in each case which shall be comprised solely of
two or more “outside Directors” (as defined under Section 162(m) of the Code and the regulations
promulgated thereunder).



“Company” means P. H. Glatfelter Company and any subsidiary entity or affiliate thereof.



“Glatfelter” means P. H. Glatfelter Company.



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



“Participant” means any person who has satisfied the eligibility requirements set forth in
“Participation in the Plan,” below, and who has been selected to participate in the Plan by the
Committee.



“Performance Goal” means, in relation to any Performance Period, the level of performance that must
be achieved with respect to a Performance Measure.



“Performance Measures” means any one or more of the following performance criteria, either
individually, alternatively or in any combination, and subject to such modifications as specified
by the Committee, 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: cash flow; cash flow from
operations; earnings (including earnings before interest, taxes, depreciation, and amortization
(“EBITDA”) or some variation thereof, or earnings reflecting the elimination of the impact of
certain specified non-core sources, such as pension income or expense and gains or losses from
asset dispositions, acquisition and integration related costs); 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 (with respect to awards that are not intended to be
performance-based awards under Section 162(m) of the Code) other non-financial operating and
management performance objectives. The Committee may determine that certain adjustments shall
apply, in whole or in part, in such manner as specified by the Committee, to exclude the effect of
any of the following events that occur during a Performance Period, provided that if an award is
intended to constitute performance-based compensation within the meaning of Section 162(m) of the
Code, such adjustments shall be applied consistent with the requirements of that Code section and
tax regulations thereunder: the impairment of tangible or intangible assets; litigation or claim
judgments or settlements; the effect of changes in tax law, accounting standards or 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, including, but not limited to, such 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 shareowners for the applicable year.



“Performance Period” means, in relation to any award, the calendar year or other period (not
exceeding three years) for which performance is being calculated.



“Total and Permanent Disability” means: (1) 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 (2) if no such policy or plan exists, the
Participant shall be considered to be totally disabled as determined by the Committee.



“Retirement” means termination of employment upon or after the Participant attains (i) age 65 or


(ii) age 55 with a minimum of 10 years of service with the Company.



Administration of the Plan



The management of the Plan shall be vested in the Committee; provided, however, that all acts
and authority of the Committee pursuant to this Plan shall be 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. The Committee may, with respect to Participants for whom awards are not
intended to be performance-based compensation subject to Section 162(m) of the Code, delegate such
of its powers and authority under the Plan to the Company’s officers as it deems necessary or
appropriate. In the event of such delegation, all references to the Committee in this Plan shall be
deemed references to such officers as it relates to those aspects of the Plan that have been
delegated.



Subject to the terms of the Plan, the Committee shall, among other things, have full authority and
discretion to determine eligibility for participation in the Plan, make awards under the Plan,
establish the terms and conditions of such awards (including the Performance Goals and Performance
Measures) and determine whether the Performance Goals applicable to any Performance Measures for
any awards have been achieved. The Committee shall have full authority and discretion to determine
whether a specific award shall be intended to be performance-based compensation under Section
162(m) of the Code, and the Committee shall have no obligation to make awards that are intended to
be performance-based compensation under Section 162(m) of the Code.



The Committee’s determinations under the Plan need not be uniform among all Participants, or
classes or categories of Participants, and may be applied to such Participants, or classes or
categories of Participants, as the Committee, in its sole and absolute discretion, considers
necessary, appropriate or desirable. The Committee is authorized to interpret the Plan, to adopt
administrative rules, procedures, regulations, and guidelines for the Plan (including without
limitation procedures for the exercise of its discretion to determine whether Performance Goals
have been met and/or to reduce the amount of awards as set forth below in “Incentive Compensation
Awards”), and may correct any defect, supply any omission or reconcile any inconsistency or
conflict in the Plan or in any award. All determinations by the Committee shall be final,
conclusive and binding on the Company, the Participant and any and all interested parties.



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 at the time
such awards are granted as the Committee determines to be necessary or appropriate 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).



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.)



Participation in the Plan



Participation in the Plan is limited to officers and key employees of the Company who have
significant responsibility for corporate, business segment or facility-based operations and who are
selected by the Committee for participation in the Plan. Nothing herein contained shall be
construed as giving any employee the right to participate in the Plan.



Incentive Compensation Awards



The Committee may, in its discretion, from time to time make awards to persons eligible for
participation in the Plan pursuant to which the Participant will earn cash compensation. The amount
of a Participant’s award may be based on a percentage of such Participant’s salary or such other
methods as may be established by the Committee. Each award shall be communicated to the
Participant, and shall specify, among other things, the terms and conditions of the award and the
Performance Goals to be achieved.



In no event may an award paid under the Plan to any Participant with respect to any calendar year
within a Performance Period exceed USD $3,500,000 (the “individual limit”). For the avoidance of
doubt, if a Performance Period consists of more than one calendar year, the individual limit shall
be multiplied by the number of calendar years in the Performance Period to determine the aggregate
limit for the Performance Period.



With respect to awards that are intended to be performance-based compensation under Section 162(m)
of the Code, each award shall be conditioned upon the Company’s achievement of one or more
preestablished Performance Goals with respect to the Performance Measures established by the
Committee and shall satisfy the requirements for performance-based compensation under Section
162(m) of the Code, including the requirement that the achievement of the Performance Goals be
substantially uncertain at the time they are established and that the Performance Goals be
established in such a way that a third party with knowledge of the relevant facts could determine
whether and to what extent the Performance Goals have been met.



With respect to awards that are intended to be performance-based compensation under Section 162(m)
of the Code, no later than 90 days after the beginning of the applicable Performance Period, the
Committee shall establish in writing the Performance Goals, Performance Measures and the amounts or
objective methods for computing the amounts of compensation which will be payable under the Plan to
each Participant if the Performance Goals established by the Committee are attained; provided
however, that for a Performance Period of less than one year, the Committee shall take any such
actions prior to the lapse of 25% of the Performance Period.



At the time the Committee determines the Performance Goals and Performance Measures for a
Performance Period, in addition to establishing minimum Performance Goals below which no
compensation shall be payable pursuant to an award, the Committee, in its 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 Goals have been achieved.



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 awards. Such additional restrictions or conditions shall be established no later than the date
the Committee determines the Performance Goals and Performance Measures for a Performance Period.
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, a vesting
requirement of continued employment by the Participant until a date which may be beyond the end of
a Performance Period, 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 reduce the amount of any 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. Notwithstanding any provision of this Plan
to the contrary, the Committee shall not use its discretionary authority, with respect to any award
that is intended to be performance-based compensation under Section 162(m) of the Code, to
increase, directly or indirectly, the amount of a payment to any individual above which it would be
based on the pre-established Performance Goals in the absence of such exercise of discretion.



Payment of Individual Incentive Awards



Except as otherwise provided below with respect to permitted deferrals or awards paid in
connection with death, Total and Permanent Disability or Change in Control, awards shall be paid as
promptly as practicable (but in no event later than 21/2
months after the close of the fiscal year in which the Performance Period ends) after
the Company’s certified public accountants have completed their examination of the Company’s
year-end consolidated financial statements. For awards that are intended to be performance-based
compensation under Section 162(m), except as otherwise provided below with respect to death, Total
and Permanent Disability or Change in Control, no payment shall be made unless the Committee has
certified in writing the extent to which the applicable Performance Goals and any other material
terms have been achieved. For purposes of this provision, and for so long as the Code permits, the
approved minutes of the Committee meeting in which the certification is made shall be treated as
written certification.



Notwithstanding the immediately preceding paragraph, in the event the Committee had, at the time
the award was granted, imposed a vesting requirement of continued employment until a specified date
before the award can be paid, the award shall be paid as soon as practicable after the last to
occur of


(i) the payment date described in the immediately preceding paragraph or (ii) the vesting date, but
in no event later than 21/2 months following the close of
the fiscal year in which the later of (i) or (ii) occurs.



Unless otherwise determined by the Committee, Participants who have terminated employment with the
Company prior to the end of a Performance Period for any reason other than death, Retirement or
Total and Permanent Disability shall forfeit any and all rights to payment under any awards then
outstanding under the terms of the Plan and shall not be entitled to any cash payment for such
period.



Unless otherwise determined by the Committee, if a Participant’s employment with the Company should
terminate during a Performance Period by reason of death, Retirement or Total and Permanent
Disability, the Participant’s award shall be prorated to reflect the period of service prior to his
or her death, Retirement or Total and Permanent Disability, and shall be paid either to the
Participant or, as appropriate, the Participant’s estate. The Committee may also provide for
payment of a prorated or other award in the event a Participant’s employment is terminated by the
Company without cause or under other circumstances as the Committee deems appropriate.



The Committee may determine that awards for a Performance Period will be paid without regard to
attainment of applicable Performance Goals and Performance Measures at the time of termination of
employment, with respect to awards that are not intended to be performance-based awards under
Section 162(m) of the Code or with respect to awards payable in connection with death, Total and
Permanent Disability or Change in Control. Except for awards payable in connection with death,
Total and Permanent Disability or Change in Control, no award that is intended to be
performance-based compensation under Section 162(m) of the Code (including a prorated award) shall
be paid in the absence of the Committee’s certification that the applicable Performance Goals and
Performance Measures have been met.



Notwithstanding the foregoing, in the event that a Change in Control occurs during a Performance
Period, the Committee may take such actions as it deems appropriate, including determining that
awards for part or all of the Performance Period will be paid without regard to attainment of
applicable Performance Goals and Performance Measures, consistent with the terms of any individual
change in control employment agreement, where applicable. The Committee may provide for payment of
full or prorated awards at the time of the Change in Control.



In all events, awards shall be paid no later than 21/2
months following the close of the fiscal year in which the award vests (i.e. is no
longer subject to a substantial risk of forfeiture), consistent with the short-term deferral
exception of Section 409A of the Code.



Permitted Deferrals



The Committee may permit Participants to elect to defer the payment of awards under the Plan.
Any deferral election shall be subject to such rules and procedures as shall be determined by the
Committee consistent with the requirements of Section 409A of the Code.


Amendment or Termination of the Plan



While the Company intends that the Plan shall continue in force from year to year, the Company
reserves the right by action of its Board of Directors, or the Committee, to amend, modify or
terminate the Plan, at any time; provided, however, that no such modification, amendment or
termination shall, without the consent of the Participant, materially adversely affect the rights
of such Participant to any payment that has been determined by the Committee to be due and owing to
the Participant under the Plan but not yet paid.



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 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.



Rights Not Transferable



A Participant’s rights under the Plan may not be assigned, pledged, or otherwise transferred
except, in the event of a Participant’s death, to the Participant’s designated beneficiary, or in
the absence of such a designation, by will or by the laws of descent and distribution.



Funding



The Plan is not funded and all awards payable hereunder shall be paid from the general assets
of the Company. No provision contained in this Plan and no action taken pursuant to the provisions
of this Plan shall create a trust of any kind or require the Company to maintain or set aside any
specific funds to pay benefits hereunder. To the extent a Participant acquires a right to receive
payments from the Company under the Plan, such right shall be no greater than the right of any
unsecured general creditor of the Company.



Withholdings



The Company shall have the right to withhold from any awards payable under the Plan or other
wages payable to a Participant such amounts as are sufficient to satisfy federal, state and local
tax withholding obligations arising from or in connection with the Participant’s participation in
the Plan and such other deductions as may be authorized by the Participant or as required by
applicable law.



No Employment or Service Rights



Nothing contained in the Plan shall confer upon any Participant any right with respect to
continued employment with the Company (or any of its affiliates), nor shall the Plan interfere in
any way with the right of the Company (or any of its affiliates) to at any time reassign the
Participant to a different job, change the compensation of the Participant or terminate the
Participant’s employment for any reason.



Other Compensation Plans



Nothing contained in this Plan shall prevent the Company from adopting other or additional
compensation arrangements for employees of the Company. No Participant shall have a guaranteed
right to any discretionary bonus as a substitute for an award under this Plan in the event that the
Performance Goals established under this Plan are not met or in the event that the shareholders
fail to approve the Plan.


Governing Law



The Plan shall be governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania, without giving effect to its conflict of law provisions.



Company Policies



All awards under this Plan shall be subject to any applicable clawback or recoupment policies,
insider trading policies, and other policies that may be implemented by the Board from time to
time.



Section 409A



The Plan is intended to comply with the short-term deferral rule set forth in the regulations
under Section 409A of the Code, in order to avoid application of Section 409A to the Plan. If and
to the extent that any payment under this Plan is deemed to be deferred compensation subject to the
requirements of Section 409A of the Code, this Plan shall be administered so that such payments are
made in accordance with the requirements of Section 409A of the Code.



Pursuant to authority granted to William T. Yanavitch II, Senior Vice President of Human Resources
and Administration, in resolutions of the Board of Directors adopted, the foregoing amended and
restated Management Incentive Plan is adopted this 26th day of February, 2015, to be effective as
of January 1, 2015, subject to approval by the Company’s shareholders, which is expected to be on
May 7, 2015.




P. H. GLATFELTER COMPANY




By: /s/ William T. Yanavitch II 

William T. Yanavitch II, Senior Vice President

of Human Resources and Administration