Exhibit 10.11(i)
AMENDMENT TO THE
CLEARWATER PAPER
CORPORATION
PERFORMANCE SHARE
AGREEMENT
2008 STOCK INCENTIVE
PLAN
This Amendment to the Clearwater
Paper Corporation Performance Share Agreement
(“Amendment”) is entered into by Clearwater Paper
Corporation (the “Corporation”) and Employee effective
as of the Grant Date.
RECITALS
A. The Corporation maintains the
Clearwater Paper Corporation 2008 Stock Incentive Plan (the
“Plan”), which is incorporated into and forms a part of
this Amendment, and the Employee was selected to receive a
contingent grant of Performance Shares for the Performance Period
January 1, 2009-December 31, 2011 under Section 11
of the Plan.
B. In connection with the grant of
Performance Shares to Employee, the Corporation and Employee
entered into a Performance Share Agreement, dated as of the Grant
Date (the “Agreement”).
C. The parties now wish to enter
into this Amendment to modify certain of the provisions of the
Agreement upon the terms and conditions set forth below.
NOW, THEREFORE, for valuable
consideration, the parties agree as follows:
1. Amendment of Section 5(i).
Section 5(i) of the Agreement is hereby amended and replaced
in its entirety by the following:
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5.
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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:
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(i)
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subtracting
(a) the beginning average stock price for one share of stock
(determined by calculating the average closing sto
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