Exhibit 10.29
BLUE RIDGE HOLDING CORP.
2005 EMPLOYEE STOCK UNIT PLAN
1.
PURPOSE
The purpose of the Plan is to provide performance-based awards of restricted
stock units ("Restricted Stock Units") in respect of the common stock of the
Parent to key executives of the Company in order to better align the interests
of the executives with those of the stockholders of the Parent.
2.
DEFINITIONS
For purposes of the Plan and, unless otherwise provided in an Award Agreement,
each Award Agreement:
(A)
"AWARD" SHALL MEAN A GRANT OF RESTRICTED
STOCK UNITS MADE TO A PARTICIPANT PURSUANT TO THE TERMS OF THE PLAN.
(B)
"AWARD AGREEMENT" SHALL MEAN A WRITTEN
AGREEMENT BETWEEN THE COMPANY AND A PARTICIPANT EVIDENCING AN AWARD AND
DESCRIBING ITS TERMS AND CONDITIONS.
(C)
"BOARD" SHALL MEAN THE BOARD OF DIRECTORS
OF THE COMPANY.
(D)
"COMMITTEE" SHALL MEAN THE BOARD, OR ANY
COMMITTEE THEREOF, COMPRISED OF NO FEWER THAN TWO DIRECTORS, APPOINTED BY THE
BOARD TO ADMINISTER THE PLAN.
(E)
"COMMON STOCK" SHALL MEAN SHARES OF COMMON
STOCK OF THE PARENT, PAR VALUE $0.01 PER SHARE.
(F)
"COMPANY" SHALL MEAN BLUE RIDGE PAPER
PRODUCTS, INC. AND ANY SUCCESSOR THERETO.
(G)
"PARENT" SHALL MEAN BLUE RIDGE HOLDING
CORP., A DELAWARE CORPORATION.
(H)
"PARENT BOARD" SHALL MEAN THE BOARD OF
DIRECTORS OF THE PARENT.
(I)
"PARTICIPANT" SHALL MEAN EACH EXECUTIVE
OF THE COMPANY SO DESIGNATED BY THE COMMITTEE IN ACCORDANCE WITH SECTION 4.
(J)
"PLAN" SHALL MEAN THE BLUE RIDGE PAPER
PRODUCTS, INC. 2005 EMPLOYEE STOCK UNIT PLAN AS SET FORTH HEREIN.
(K)
"PLAN EFFECTIVE DATE" SHALL HAVE THE
MEANING SET FORTH IN SECTION 20.
(L)
"RESTRICTED STOCK" SHALL MEAN SHARES OF
RESTRICTED COMMON STOCK THAT WILL VEST AND BECOME NON-FORFEITABLE UNDER
SECTION 6.1 HEREOF.
(M)
"RESTRICTED STOCK UNIT" SHALL MEAN SHARES OF
RESTRICTED COMMON STOCK THAT WILL VEST AND BECOME NON-FORFEITABLE UNDER
SECTION 6.1 HEREOF.
(N)
"STOCKHOLDERS' AGREEMENT" SHALL MEAN THE
STOCKHOLDERS' AGREEMENT, DATED AS OF MAY 14, 1999, BETWEEN THE PARENT AND THE
STOCKHOLDERS LISTED THEREIN, AS AMENDED, MODIFIED AND SUPPLEMENTED FROM TIME TO
TIME.
3.
ADMINISTRATION AND INTERPRETATION OF
THE PLAN
(A)
THE PLAN SHALL BE ADMINISTERED BY THE
COMMITTEE.
THE COMMITTEE SHALL HAVE THE EXCLUSIVE AUTHORITY AND RESPONSIBILITY
TO:
(I) INTERPRET THE PLAN; (II) AUTHORIZE THE PAYMENT OF ALL BENEFITS AND
EXPENSES OF THE PLAN AS THEY BECOME PAYABLE UNDER THE PLAN; (III) ADOPT, AMEND
AND RESCIND RULES AND REGULATIONS RELATING TO THE PLAN; AND (IV) MAKE ALL OTHER
DETERMINATIONS AND TAKE ALL OTHER ACTIONS NECESSARY OR DESIRABLE FOR THE PLAN'S
ADMINISTRATION INCLUDING, WITHOUT LIMITATION, CORRECTING ANY DEFECT, SUPPLYING
ANY OMISSION OR RECONCILING ANY INCONSISTENCY IN THE PLAN IN THE MANNER AND TO
THE EXTENT IT SHALL DEEM NECESSARY TO CARRY THE PLAN INTO EFFECT.
(B)
ALL DECISIONS OF THE COMMITTEE ON ANY
QUESTION CONCERNING THE SELECTION OF PARTICIPANTS AND THE INTERPRETATION AND
ADMINISTRATION OF THE PLAN SHALL BE FINAL, CONCLUSIVE AND BINDING UPON ALL
PARTIES.
THE COMMITTEE MAY RELY ON INFORMATION, AND CONSIDER RECOMMENDATIONS,
PROVIDED BY THE EXECUTIVES OF THE COMPANY.
4.
ELIGIBILITY AND