ABITIBIBOWATER INC.
TIME-BASED VESTING
RESTRICTED STOCK UNIT AGREEMENT
THIS RESTRICTED
STOCK UNIT 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
restricted stock units may be granted in respect of 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
restricted stock unit 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:
1. Grant of
Restricted Stock Unit .
(a)
Grant . The Company hereby grants to Participant [
] restricted stock units (the “ RSU s”), on the
terms and conditions set forth in this Agreement and as otherwise
provided in the Plan. Each RSU represents the right to receive
payment in respect of one share of Stock as of the Settlement Date,
to the extent the participant is vested in such RSUs as of the
Settlement Date, subject to the terms of this Agreement and the
Plan.
(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 RSUs granted under this Agreement
are 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 RSU 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 department 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)
Vesting . Subject to continued employment or service with
the Company, the RSUs shall vest if the Participant is actively
employed or in service with the Company on December 31, 2010
(the “ Vesting Date ”).
(b)
Settlement . The obligation to make payments and
distributions with respect to RSUs shall be satisfied through cash
payments (the “ settlement ”) and the settlement
of the RSUs, may be subject to such conditions, restrictions and
contingencies as the Committee shall determine. The RSUs shall
be
settled as soon
as practicable after the RSUs vest (the “ Settlement
Date ”), but in no event later than March 15, 2011.
Notwithstanding the foregoing, the payment dates set forth in this
Section 2(b) have been specified for the purpose of complying with
the provisions of Section 409A of the Internal Revenue Code
(“ Section 409A ”). To the extent payments are
made during the periods permitted under Section 409A
(including any applicable periods before or after the specified
payment dates set forth in this Section 2(b)), the Company
shall be deemed to have satisfied its obligations under the Plan
and shall be deemed not to be in breach of its payments obligations
hereunder.
(c)
Dividends and Voting Rights . The right to dividends
(including extraordinary dividends if so determined by the
Committee) declared and paid to other shareholders shall be accrued
during the vesting period and paid in cash to the Participant
(based on the number of RSUs vested) upon the Vesting Date, less
any applicable withholding taxes. No dividends shall be accrued for
the benefit of the Participant with respect to record dates
occurring prior to the Date of Grant, or with respect to record
dates occurring on or after the date, if any, on which the
Participant has forfeited the RSUs. The Participant shall not be a
shareholder of record with respect to the RSUs and shall have no
voting rights with respect to the RSUs.
3.
Termination of Employment or Service with the Company
.
(a)
Retirement . (i) If the Partic
