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Exhibit 10.10
CLEARWATER PAPER CORPORATION
DEFERRED COMPENSATION PLAN FOR DIRECTORS
Effective December 16, 2008
CLEARWATER PAPER
CORPORATION
DEFERRED COMPENSATION PLAN FOR DIRECTORS
Effective December 16, 2008
1. ESTABLISHMENT AND PURPOSE.
(a) The Clearwater Paper Corporation Deferred Compensation Plan
for Directors was adopted effective December 16, 2008, by
the Board of Directors of Clearwater Paper Corporation to provide
Directors of Clearwater Paper Corporation an opportunity to defer
payment of their Director’s Fees. The Plan is also intended
to establish a method of paying Director’s Fees, which will
assist the Corporation in attracting and retaining persons of
outstanding achievement and ability as members of the Board of
Directors of the Corporation.
(b) Deferred Equity-Based Awards, as defined herein, are subject
to the terms and conditions of this Plan.
(c) The Plan is intended to comply with the requirements of
Section 409A of the Code.
2. DEFINITIONS.
(a) "Affiliate" means any other entity which would be treated as
a single employer with the Corporation under Section 414(b) or
(c) of the Code.
(b) "Beneficiary" means the person or persons designated by the
Director to receive payment of the Director’s Deferred
Compensation Account in the event of the death of the Director.
(c) "Board" and "Board of Directors" means the board of
directors of the Corporation.
(d) "Code" means the Internal Revenue Code of 1986, as
amended.
(e) "Committee" means the Nominating and Corporate Governance
Committee of the Board.
(f) "Corporation" means Clearwater Paper Corporation, a Delaware
corporation.
(g) "Deferred Compensation Account" means the bookkeeping
account established pursuant to section 6 on behalf of each
Director who elects to participate in the Plan.
(h) "Deferred Equity-Based Award" means an award of Director
compensation payable on a deferred basis in the form of Stock Units
under the Plan and without regard to a Director’s election to
participate and defer Director’s Fees under the Plan.
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(i) "Director" means a member of the Board of
Directors who is not an employee of the Corporation or any
subsidiary thereof.
(j) "Director’s Fees" means the amount of compensation
paid by the Corporation to a Director for his or her services as a
Director, including an annual retainer and any amount payable for
attendance at a Board meeting or any Board committee meeting.
"Director’s Fees" shall not include Deferred Equity-Based
Awards, or any reimbursement by the Corporation of expenses
incurred by a Director incidental to attendance at a Board meeting
or a Board committee meeting or of any other expense incurred on
behalf of the Corporation.
(k) A Director shall be considered "Disabled" if the Director 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 can be expected to last for a
continuous period of not less than twelve months.
(l) "Distribution" means the distribution by Potlatch
Corporation to its stockholders of all of the outstanding shares of
the common stock of the Corporation then owned by Potlatch
Corporation, pursuant to the Separation and Distribution Agreement
between Potlatch Corporation and the Corporation.
(m) "Dividend Equivalent" means an amount equal to the cash
dividend paid on an outstanding share of the Corporation’s
common stock. Dividend Equivalents shall be credited to Stock Units
as if each Stock Unit were an outstanding share of the
Corporation’s common stock, except that Dividend Equivalents
shall also be credited to fractional Stock Units.
(n) "Plan" means the Clearwater Paper Corporation Deferred
Compensation Plan for Directors.
(o) "Separation from Service" means termination of a
Director’s service as a non-employee member of the Board
consistent with Code Section 409A and the regulations
promulgated thereunder. The Plan is intended to be a Plan provided
to directors, and in accordance with applicable regulations, a
Director shall be treated as having Separation from Service for
purposes of this Plan on the later of the date that the Director
ceases to serve on the Board of Directors of the Corporation or an
Affiliate and the Director is not an independent contractor to the
Corporation or an Affiliate. Continued service as an employee of
the Corporation or an Affiliate shall not affect whether a Director
has incurred a Separation from Service under this Plan.
(p) "Stock Units" means the deferred portion of Director’s
Fees, which is converted into units denominated in shares of the
Corporation’s common stock, and Deferred Equity-Based Awards
credited as units denominated in shares of the Corporation’s
common stock.
(q) "Value" means the closing price of the Corporation’s
common stock as reported in the New York Stock Exchange, Inc.,
composite transactions reports for the Valuation Date.
(r) "Valuation Date" means, for the purpose of Section 6 or
7, the date on which Director’s Fees or Dividend Equivalents
are converted into Stock Units pursuant to Section 6 or 7 and,
for purposes of Section 8, the last trading day of the month
preceding the month in which Stock Units are converted into cash
for purposes of Section 8.
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(s) "Year" shall mean the calendar
year.
3. ELIGIBILITY
Each Director who receives Director’s Fees for service on
the Board of Directors shall be eligible to participate in the
Plan. A Director who receives a Deferred Equity-Based Award
credited under the Plan shall participate in the Plan.
4. PARTICIPATION FOR DIRECTOR’S FEES.
In order to participate in the Plan with respect to
Director’s Fees for a particular Year, a Director must file a
deferral election with the Secretary of the Corporation prior to
January 1 of such Year; provided, however, that in the case of
a newly elected or appointed Director an election to participate
shall be effective for the Year in which the Director is first
elected or appointed if it is filed no later than thirty days
following the date of the Director’s election or appointment
to the Board. Any initial election filed by a newly elected or
appointed Director shall apply only to Director’s Fees earned
after the effective date of the election. A new Director who does
not elect to make deferrals of Director’s Fees during the
initial thirty-day election period may not later elect to make
deferrals of Director’s Fees for the calendar year of his or
her initial eligibility. If a payment of Director’s Fees
(such as annual retainer fees or fees for serving as Chairman of a
Committee) are due for services performed over a period of time
which includes the period both before and the period after the date
of the election, the election will apply to an amount equal to the
total amount of the Director’s Fee paid for such performance
period multiplied by the ratio of the number of days remaining in
the performance period after the election over the total number of
days in the performance period.
5. DEFERRAL ELECTION.
A Director who elects to participate in the deferral of
Director’s Fees under the Plan shall file a deferral election
on a form, which shall indicate:
(a) The amount or percentage of Director’s Fees that such
Director elects to defer pursuant to the terms of the Plan. This
election shall apply to amounts deferred under the Plan until
modified by the Director. The Director shall notify the Secretary
of the Corporation in writing of any such modification, which shall
apply solely to amounts deferred with respect to Years following
the Year in which the modification is made;
(b) The Year in which payment of the Director’s Deferred
Compensation Account and/or Stock Units attributable to the
Director’s deferral shall commence; provided however, that
payments shall commence no later than the Year following the Year
in which the Director attains age 72 and, in the case of Stock
Unit payments, to the extent that the Committee reasonably
determines that earlier payment would result in a violation of
Federal securities laws, payment shall be made no earlier than six
months after the last date on which Director’s Fees have been
converted into Stock Units on behalf of the Director (except in the
case of payments made following the Director’s death,
Disability or Separation from Service);
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(c) Whether the payment of such Director’s
Deferred Compensation Account is to be made in a single lump sum or
in a series of approximately equal installments over a period of
years specified by the Director (but in no event more than fifteen
years). For purposes of the Plan, installment payments shall be
treated as a single distribution under Section 409A of the
Code;
(d) Whether the percentage deferral election shall be effective
only with respect to Director’s Fees paid for the Year in
which the Director’s participation in the Plan is to commence
as determined pursuant to Section 4 above or shall apply with
respect to Director’s Fees paid for that Year and all
subsequent Years until revoked or modified by the Director, it
being intended that a Director shall have only one election in
effect with respect to the Year during which payment is to commence
and the form of the payment for all amounts deferred under the
Plan. Changes to the Year of commencement and form of payment may
be made only in accordance with the rules of Section 5(f),
below. The Director shall notify the Secretary of the Corporation
in writing of any such revocation or modification of a deferral
election or permitted new election with respect to the time or form
of payment, which elections shall apply solely to amounts deferred
with respect to Years following the Year in which the revocation,
modification or new payment election is made; and
(e) The percentage of the Director’s Fees deferred
pursuant to the election, which is to be converted into Stock
Units. This election shall apply to the Year in which the
Director’s participation in the Plan commences and to all
subsequent Years until modified by the Director. The Director shall
notify the Secretary of the Corporation in writing of any such
modification, which shall apply solely to amounts deferred with
respect to years following the Year in which the modification is
made.
(f) Notwithstanding any provision herein to the contrary, a
Director or former Director may revoke a previous election and make
a new election as to the time and form of distribution under the
Plan. Such new election shall take effect 12 months after it
is filed with the Secretary of the Corporation and shall apply only
to that portion of the Director’s or former Director’s
Deferred Compensation Account and/or Stock Units scheduled to be
paid more than 12 months after the date the election is filed
with the Secretary of the Corporation; provided, however, that the
newly scheduled distribution date must be at least 5 years later
than the originally scheduled distribution date.
6. TREATMENT OF DEFERRED ACCOUNTS.
(a) Upon receipt of a duly filed deferral election, the
Corporation shall establish a Deferred Compensation Account to
which shall be credited an amount equal to that portion of the
Director’s Fees which would have been payable currently to
the Director but for the terms of the deferral election and which
is not converted into Stock Units. If the deferral election
includes an election to convert a percentage of the
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