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CLEARWATER PAPER CORPORATION STOCK OPTION AGREEMENT 2008 STOCK INCENTIVE PLAN

Stock Option Agreement

CLEARWATER PAPER CORPORATION STOCK OPTION AGREEMENT 2008 STOCK INCENTIVE PLAN | Document Parties: CLEARWATER PAPER CORPORATION You are currently viewing:
This Stock Option Agreement involves

CLEARWATER PAPER CORPORATION

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Title: CLEARWATER PAPER CORPORATION STOCK OPTION AGREEMENT 2008 STOCK INCENTIVE PLAN
Governing Law: Delaware     Date: 8/4/2009

CLEARWATER PAPER CORPORATION STOCK OPTION AGREEMENT 2008 STOCK INCENTIVE PLAN, Parties: clearwater paper corporation
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Exhibit 10.13(i)

CLEARWATER PAPER CORPORATION

STOCK OPTION AGREEMENT

2008 STOCK INCENTIVE PLAN

THIS STOCK OPTION AGREEMENT is made and entered into the day specified in the attached Addendum by and between Clearwater Paper Corporation, a Delaware corporation (the “Corporation”), and the Employee named in the attached Addendum (the “Employee”).

W I T N E S S E T H:

That to encourage stock ownership by employees of the Corporation and for other valuable consideration, the parties agree as follows:

1. Definitions . In addition to the terms defined elsewhere in this Agreement, the following terms used in this Agreement shall have the meanings set forth in this Section 1. Capitalized terms not defined in this Agreement shall have the same definitions as in the Plan.

(a) “ Addendum ” means the attached Addendum.

(b) “ Date of Grant ” means the date on which the Committee determined to grant this Option, as specified in the Addendum.

(c) “ Disability ” means the Employee 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 which has lasted or can be expected to last for a continuous period of at least 12 months.

(d) “ Exercise Price ” means the price per Share designated in the Addendum at which this Option may be exercised.

(e) “ Misconduct ” means that the Committee (or its delegate) has determined in its sole discretion that the Employee has:

(i) engaged in competition with the Corporation or a Subsidiary or an Affiliate, including, but not limited to, the rendering of services for any organization or engaging directly or indirectly in any business that is or may be (in the reasonable discretion of the Committee) directly or indirectly competitive with the Corporation or a Subsidiary or an Affiliate;

(ii) induced any customer of the Corporation or a Subsidiary or an Affiliate to breach any contract with the Corporation or a Subsidiary or an Affiliate, or induced any employee of the Corporation or a Subsidiary or an Affiliate to be employed or perform services elsewhere;


(iii) made any unauthorized disclosure of any of the secrets or confidential information of the Corporation or a Subsidiary or an Affiliate;

(iv) committed an act of embezzlement, fraud or theft with respect to the property of the Corporation or a Subsidiary or an Affiliate;

(v) engaged in conduct which is not in good faith and which directly results in material loss, damage or injury to the business, reputation or employees of the Corporation or a Subsidiary or an Affiliate;

(vi) committed an act that could (either alone or with other acts) be considered harassment or discrimination on the basis of gender, race, age, religion, sexual orientation or other protected category; or

(vii) committed an alcohol or drug offense in violation of the Corporation’s or a Subsidiary’s or an Affiliate’s Substance Abuse Policy for salaried employees.

(f) “ Option Period ” means the term of this Option as provided in Section 4 of this Agreement.

(g) “ Purchase Price ” means the Exercise Price times the number of whole shares with respect to which this Option is exercised.

(h) “ Retirement Plan ” means the Clearwater Paper Salaried Retirement Plan.

2. Grant of Option . The Corporation grants to Employee the option to purchase that number of shares of Stock specified in the Addendum for the Exercise Price specified in the Addendum, on the terms and conditions stated in this Agreement. This Option has been granted pursuant to the Plan, a copy of the text of which Employee may obtain upon request to the Corporation.

3. Vesting . Subject to the conditions stated in this Agreement, unless a different period is specified in the Addendum, the period during which the option may be exercised (the “Vesting Schedule”) shall be as follows:

 

Number of Shares

  

Vesting Schedule*

50% of the number of shares specified in the Addendum

  

From one year from the Date of Grant to end of term for Option

50% of the number of shares specified in the Addendum

  

From two years from the Date of Grant to end of term for Option

Notwithstanding the foregoing, Employee shall have the right to exercise the Option for 100% of the Shares covered by the Option, or any portion thereof, upon a Change of Control that occurs after the date that is six months after the Date of Grant.

 

*

See Paragraph 5 for further explanation of end of term for Option.

 

2


4. Option Term; Exercise After Termination of Service . The term of this Option shall end and this Option shall not be exercisable after seven years from the Date of Grant if this Option is designated as an Incentive Stock Option in the Addendum or 10 years from the Date of Grant if this Option is designated as a Nonstatutory Stock Option in the Addendum or, if earlier, upon the termination of Employee’s Service, subject to the following provisions:

(a) If the termination of employment is caused by the Employee’s death, this Option, to the extent that it was exercisable under Section 3 of this Agreement at the date of death and had not previously been exercised, may be exercised at any time before the end of the Option Period as specified in the Option Agreement by Employee’s executors or administrators or by any person or persons who shall have acquired this Option directly from Employee by bequest or inheritance.

(b) If the termination of employment is caused by Disability or coincides with Employee’s commencement of early or normal retirement payments under the Retirement Plan, this Option, to the extent it was exercisable under Section 3 of


 
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