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AMENDMENT TO
AMENDED AND RESTATED
CHANGE IN CONTROL AGREEMENT
THE AMENDED AND
RESTATED CHANGE IN CONTROL AGREEMENT, dated February 1, 2005,
between Bowater Incorporated (the “Corporation”) and
William G. Harvey (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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‘Termination of
employment’ (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 (notwithstanding any contrary provision in Section 1(u))
any reference to the ‘Termination Date’ or to effective
date of a termination shall mean the date on which the Executive
has incurred a separation from service.”
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3.
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The
last sentence of Section 4(b)(vii) is amended in its entirety
to read as follows:
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“If and to the extent that the
benefit described in this paragraph is not or cannot be provided
under any plan, program, or arrangement of the Corporation, or
without the benefits provided thereunder being taxable to the
Executive, the Corporation shall either, at its election, procure
an insurance policy on substantially similar terms and conditions
for the Executive and the Executive’s spouse or surviving
spouse and dependents, or pay Executive an additional amount of
severance pay for each month during which such coverage is in
effect equal to the amount of tax that is imposed on the value of
such coverage (plus the tax imposed on such additional severance
pay), which amount shall be withheld to satisfy the tax obligation;
and”
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4.
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Section 4(b)(viii) is amended
in its entirety to read as follows:
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“(viii)
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The
Corporation shall pay for or provide the Executive with individual
out-placement assistance as offered by a member firm of the
Association of Out-Placement Consulting Firms, at a total cost not
to exceed $20,000; provided that such assistance shall be provided
not later than the end of the second year following the year in
which the termination of employment occurs and, if reimbursed by
the Corporation rather than paid directly, shall be reimbursed not
later than the end of the year following the year in which the
expense is incurred.”
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5.
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The
last paragraph of Section 4(b) is amended to read as
follows:
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“The sum of the amounts set
forth in subsections (b)(i) through (vi) shall be paid to the
Executive in a lump sum not later than ten (10) business days
following the effective date of the termination; provided that if
the Executive is a ‘designated employee,’ as defined in
Section 409A of the Code, on the date on which he incurs a
termin
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