ABITIBIBOWATER INC. 2008 EQUITY
INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
THIS OPTION
AGREEMENT (the “ Agreement ”), dated as of
[Insert Date] (the “ Date of Grant ”), is made
by and between AbitibiBowater Inc., a Delaware corporation (the
“ Company ”), and
(“ Participant ”).
WHEREAS, the
Company has adopted the AbitibiBowater Inc. 2008 Equity Incentive
Plan (the “ Plan ”), pursuant to which options
may be granted to purchase shares of the Company’s common
stock, par value $1.00 per share (“ Stock ”);
and
WHEREAS, the Human
Resources and Compensation Committee of the Company (the “
Committee ”) has determined that it is in the best
interests of the Company and its stockholders to grant the stock
option award provided for herein to Participant subject to the
terms set forth herein.
NOW, THEREFORE,
for and in consideration of the premises and the covenants of the
parties contained in this Agreement, and for other good and
valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto, for themselves, their successors
and assigns, hereby agree as follows:
(a)
Grant . The Company hereby grants to Participant an option
(the “ Option ”) to purchase [
] shares of Stock (such shares of Stock, the “ Option
Shares ”), on the terms and conditions set forth in this
Agreement and as otherwise provided in the Plan. The Option is not
intended to qualify as an incentive stock option within the meaning
of Section 422 of the Code.
(b)
Incorporation by Reference, Etc. The provisions of the Plan
are hereby incorporated herein by reference. Except as otherwise
expressly set forth herein, this Agreement shall be construed in
accordance with the provisions of the Plan and any interpretations,
amendments, rules and regulations promulgated by the Committee from
time to time pursuant to the Plan. Any capitalized terms not
otherwise defined in this Agreement shall have the definitions set
forth in the Plan. The Committee shall have final authority to
interpret and construe the Plan and this Agreement and to make any
and all determinations under them, and its decision shall be
binding and conclusive upon Participant and his legal
representative in respect of any questions arising under the Plan
or this Agreement.
(c)
Approval of the Plan . The Option granted under this
Agreement is subject to the Plan being approved by the shareholders
of the Company, as set forth in the Plan. If the shareholders do
not approve the Plan, then the Option granted under this Agreement
shall become automatically void and of no further force or
effect.
(d)
Acceptance of Agreement . Unless you notify your local human
resources in writing within 14 days after the Date of Grant
that you do not wish to accept this
Agreement, you
will be deemed to have accepted this Agreement and will be bound by
the terms of the Agreement and the Plan.
2. Terms
and Conditions .
(a)
Exercise Price . The Exercise Price, being the price at
which Participant shall be entitled to purchase the Option Shares
upon the exercise of all or any portion of the Option, shall be $
per Option Share.
(b)
Exercisability of the Option . Except as may otherwise be
provided herein, the Option shall become vested and exercisable in
four equal installments on each of the first four anniversaries of
the Date of Grant, subject to the Participant’s continued
employment or service through the applicable vesting
date.
3.
Termination of Employment or Service with the Company
.
(a)
Retirement . If the Participant’s employment or
service with the Company terminates as a result of (i)
“Retirement” or (ii) involuntarily termination by
the Company when the Participant would otherwise be eligible for
Retirement as of the date of such termination (or following the
expiration of any applicable severance period), then any portion of
the outstanding Option shall continue to vest on its regular
schedule for up to four years after such termination and any vested
portion of the Option will remain exercisable during the five-year
period immediately following such termination; provided that
if the Participant dies after such termination during such
five-year period, then any portion of the outstanding and vested
Option shall remain exercisable for two years following the death
of the Participant. The term “Retirement” shall mean
termination of employment at a time when the Participant qualifies
for the payment of benefits immediately due to the
Participant’s status as a “retired” employee
under any qualified or registered defined benefit pension plan
maintained by the Company (or would so qualify if the Participant
was a participant in such plan).
(b)
Termination by the Company without Cause . If the
Participant’s employment or service with the Company is
involuntarily terminated without Cause, other than on account of
Disability, Retirement, or eligibility for Retirement on the date
of termination, then any portion of the Option which was vested in
accordance with its terms on such date shall remain exercisable for
five years after such termination of employment or service;
provided that if the Participant dies during such five-year
period, then any portion of the outstanding and vested Option shall
remain exercisable for two years following the death of the
Participant.
(c)
Death . If the Participant’s employment or service
with the Company terminates due to the Participant’s death,
then any portion of the Option which was vested of the date of
death shall remain exercisable for two years after such
death.
(d)
Disability . For the avoidance of doubt, the Option shall
continue vesting during any applicable short-term disability period
prior to termination of employment. If the Participant’s
employment or service with the Company terminates due to the
Participant’s Disability, the Option shall continue to vest
following such termination until the expiration of the two-year
period commencing on the start of the corresponding short-term
disability period, and
2
any portion of
the outstanding and vested Option shall remain exercisable during
such two-year per
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