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AMENDMENT TO
AMENDED AND RESTATED
CHANGE IN CONTROL AGREEMENT
THE AMENDED AND
RESTATED CHANGE IN CONTROL AGREEMENT, dated May 10, 2006,
between Bowater Incorporated (the “Corporation”) and
David J. Paterson (the “Executive”) is hereby amended
as follows:
1. It is
agreed that the transaction by which the Corporation became a
subsidiary of AbitibiBowater Inc. did not constitute a Change in
Control, and that henceforth the definition of Change in Control
shall be interpreted as if AbitibiBowater Inc. were the
Corporation.
2. A new
paragraph (v) is added at the end of Section 1 to read as
follows:
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“(v)
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The
phrase ‘termination of employment’ or ‘employment
is terminated’ (whether or not capitalized) shall mean a
separation from service as defined in Section 409A of the
Internal Revenue Code (the ‘Code’), any reference to
the Executive’s employment being terminated shall mean that
the Executive has incurred a separation from service as so defined,
and any reference to the effective date of a termination shall mean
the date on which the Executive has incurred a separation from
service.”
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3. Section 4(b)
is amended by deleting the second to the last paragraph
(“Unless otherwise required in the next paragraph . .
.”) and amending the last paragraph to read as
follows:
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“Amounts payable pursuant to
subsections (b)(i)-(vi), shall be made in a lump sum not later than
ten (10) business days following the Executive’s
Termination Date, except as otherwise provided below. If the
Executive is a ‘designated employee,’ as defined in
Section 409A of the Code, on the date on which he incurs a
termination of employment, then payment shall be deferred until the
first business day that is more than six months after the Executive
has incurred a termination of employment (such six month period
being hereinafter referred to as the ‘409A Deferral
Period’). If the Executive dies during the 409A Deferral
Period, the payment shall be made instead, within ten
(10) business days following his death, to the person
designated by the Executive in writing, or if no such person is
designated, to the Executive’s estate. The benefits the
Executive is entitled to receive pursuant to subsections
(b)(i)-(vi) shall be a substitute for any salary or severance
payments or benefits under the provisions of any Employment
Agreement then in effect (the ‘other severance’), and
if the other severance constitutes deferred compensation subject to
Section 409A of the Code, the applicable payment provided in
subsections (b)(i)-(vi) shall be paid in accordance with the same
schedule of payments provided for the other severance for which it
serves as a substitute, to the extent the payment provided in
subsection (b)(i)-(vi) does not exceed the other severance, except
that no such payment shall be made
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until the end
of the 409A Deferral Pe
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