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EXHIBIT 10.48
EMPLOYMENT AGREEMENT
THIS
AGREEMENT, is made as of this 1st day of August , 1997, by and
between BOWATER INCORPORATED, a Delaware
corporation having a mailing address of
55 East Camperdown Way, Greenville, South
Carolina 29601 (the "Corporation"),
and C. Randolph Ellington, 10 Belfrey
Drive, Greer, SC 29650 (the "Executive").
WHEREAS,
the Corporation desires to employ the Executive as Vice
President, Newsprint and Directory Sales,
of the Newsprint and Directory
Division; and
WHEREAS,
the Executive is desirous of serving the Corporation in such
capacity;
NOW,
THEREFORE, the parties hereto agree as follows:
1. Employment. During the term of
this Agreement the Corporation agrees to
continue to employ the Executive, and the
Executive agrees to continue in the
employ of the Corporation, in accordance
with and subject to the provisions of
this Agreement.
2.
Term.
(a) Subject to
the provisions of subparagraphs (b) and (c) of this
Section 2, the term of this Agreement shall begin on the Date
hereof and shall continue thereafter until terminated by
either party by written notice given to the other party at
least thirty (30) days prior to the effective date of any such
termination. The effective date of the termination shall be
the date stated in such notice, provided that if the
Corporation specifies an effective date that is more than (30)
days following the date of such notice, the Executive may,
upon thirty (30) days' written notice to the Corporation,
accelerate the effective date of such termination.
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(b)
Notwithstanding Section 2(a), upon the occurrence of a Change
in Control as defined in the Change in Control Agreement of
even date herewith between the Corporation and the Executive
(the "Change in Control Agreement"), the term of this
Agreement shall be deemed to continue until terminated, but in
any event, for a period of not less than three (3) years
following the date of the Change in Control, unless such
termination shall be at the Executive's election for other
than "Good Reason" as that term is defined in the Change in
Control Agreement.
(c)
Notwithstanding Section 2(a), the term of this Agreement shall
end upon:
(i) the death of
the Executive;
(ii) the inability of
the Executive to perform his duties
properly, whether by reason of ill-health, accident or
other cause, for a period of one hundred and eighty
(180) consecutive days or for periods totaling one
hundred and eighty (180) days occurring within any
twelve (12) consecutive calendar months; or
(iii) the executive's retirement on his early or normal
retirement date.
3.
Position and Duties. Throughout the term hereof, the Executive
shall be
employed as Vice President, Newsprint and
Directory Sales, of the Newsprint and
Directory Division (Salary Grade 32), with
the duties and responsibilities
customarily attendant to that office,
provided that the Executive shall
undertake such other and further
assignments and responsibilities of at least
comparable status as the Board of Directors
may direct. The Executive shall
diligently and faithfully devote his full
working time and best efforts to the
performance of the services under this
Agreement and to the furtherance of the
best interests of the Corporation.
4. Place
of Employment. The Executive will be employed at the corporate
offices in the City of Greenville, South
Carolina or at such other place as the
Corporation shall designate from time to
time, provided, however, that if the
Executive is transferred to another place
of employment, necessitating a change
in his residence, the Executive shall be
entitled to financial assistance in
accordance with the terms of the
Corporation's relocation policy then in effect.
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5.
Compensation and Benefits.
(a) Base Salary.
The Corporation shall pay to the Executive a base
salary of $192,500 payable in substantially equal periodic
installments on the Corporation's regular payroll dates. The
Executive's base salary shall be reviewed at least annually
and from time to time may be increased (or reduced, if such
reduction is effected pursuant to across-the-board salary
reductions similarly affecting all management personnel of the
Corporation).
(b) Bonus Plan.
In addition to his base salary, the Executive
shall be entitled to receive a bonus under the Corporation's
bonus plan in effect from time to time determined in the
manner, at the time, and in the amounts set forth under such
plan.
(c) Benefit
Plans. The Corporation shall make contributions on the
Executive's behalf to the various benefit plans and programs
of the Corpo