Exhibit 10.11(ii)
CLEARWATER PAPER
CORPORATION
PERFORMANCE SHARE
AGREEMENT
2008 STOCK INCENTIVE PLAN
THIS PERFORMANCE SHARE AGREEMENT
(this “Agreement”) is made and entered into on the
Grant Date specified in the attached Addendum to this Agreement by
and between CLEARWATER PAPER CORPORATION, a Delaware corporation
(the “Corporation”), and the Employee named in the
Addendum (the “Employee”).
W I T N E S S E T H:
WHEREAS, the Corporation maintains
the Clearwater Paper Corporation 2008 Stock Incentive Plan (the
“Plan”), which is incorporated into and forms a part of
this Agreement, and the Employee has been selected to receive a
contingent grant of Performance Shares under Section 11 of the
Plan;
NOW, THEREFORE, for valuable
consideration, the parties agree as follows:
1. Definitions . In addition
to the terms defined elsewhere in this Agreement, the following
terms used in this Agreement shall have the meanings set forth in
this Section 1. Capitalized terms not defined in this
Agreement shall have the same definitions as in the
Plan.
(a) “ Addendum ”
means the attached Addendum.
(b) “ Disability
” means the condition of the Employee who is unable to engage
in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for
a continuous period of at least 12 months.
(c) “ Grant Date
” means the effective date of the Award of the Performance
Shares to the Employee, as specified in the Addendum.
(d) “ Retirement Plan
” means the Clearwater Paper Salaried Retirement
Plan.
2. Award . Subject to the
terms of this Agreement and the Addendum, the Employee is hereby
awarded a target contingent grant of Performance Shares in the
number set forth in the attached Addendum (the
“Award”). The number of Shares actually payable to the
Employee is contingent on the performance achieved as specified in
the Addendum. This Award has been granted pursuant to the Plan and
is subject to all the terms and provisions thereof, a copy of which
is attached and the terms and conditions of which are incorporated
by reference into this Agreement.
3. Performance Measure . The
Performance Measure is a comparison of the percentile ranking of
the Corporation’s total stockholder return (stock price
appreciation plus dividends as calculated pursuant to
Section 5 below) as compared to the total stockholder return
performance of a selected peer group of companies as specified in
the Performance Schedule contained in the Addendum.
4. Performance Period . The
Performance Period is the period specified in the Addendum and
represents the period during which the total stockholder return for
the Corporation and the selected peer group of companies is
measured.
5. Calculation of Total
Stockholder Return . Total stockholder return for a Share and
for the stock of a member of the peer group shall be expressed as a
percentage and calculated by:
|
|
(i)
|
subtracting
(a) the beginning average stock price for one share of stock
(determined by calculating the average closing stock price during
the forty trading days preceding the beginning of the Performance
Period) from (b) the ending average stock price for such share
of stock (determined by calculating the average closing stock price
during the final forty trading days of the Performance Period,
after taking into account the effect of any of the events described
in Section 12 of the Plan occurring with respect to the
Corporation or any member of the peer group); and
|
|
|
(ii)
|
adding to the
difference determined under subparagraph (i) above all cash
dividends actually paid on such share of stock during the
Performance Period; and
|
|
|
(iii)
|
dividing the
sum determined by subparagraphs (i) and (ii) above by the
beginning average stock price determined pursuant to clause
(a) of subparagraph (i) above.
|
6. Dividend Equivalents .
During the Performance Period, dividend equivalents shall be
converted into additional Performance Shares based on the closing
price of the Corporation’s Common Stock on the New York Stock
Exchange on the dividend payment date. Such additional Performance
Shares shall vest or be forfeited in the same manner as the
underlying Performance Shares to which they relate.
7. Settlement of Awards .
Pursuant to Section 5 above, the Corporation shall deliver to
the Employee one Share for each earned Performance Share (and, as
applicable, for the accrued dividend equivalents) as determined in
accordance with the provisions set forth in the Addendum. Any
earned Performance Shares payable to the Employee (including Shares
payable pursuant to Section 6 above) shall be paid solely in
Shares. Any fractional Share will be rounded to the closest whole
Share.
8. Time of Payment . Except
as otherwise provided in this Agreement, the Shares issuable for
the earned Performance Shares (and any accrued dividend
equivalents) shall be delivered to the Employee (or, in the case of
the Employee’s death before delivery, to the Employee’s
beneficiary or representative) as soon as practicable after the end
of the Performance Period as set forth in the Addendum, but in no
event later than 60 days following the end of the Performance
Period.
9. Committee Discretion to Reduce
Award . Notwithstanding any provision in this Agreement to the
contrary, the Committee retains the right, at its sole and absolute
discretion, to reduce or eliminate any Award that may become
payable hereunder if the Committee determines that any one or more
of the following conditions have occurred:
|
|
(a)
|
The stockholder
return to the Corporation’s stockholders has been
insufficie
|
