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:
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Number of Shares
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Vesting Schedule*
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50% of the
number of shares specified in the Addendum
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From one year
from the Date of Grant to end of term for Option
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50% of the
number of shares specified in the Addendum
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From two years
from the Date of Grant to end of term for Option
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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.
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*
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See Paragraph 5
for further explanation of end of term for Option.
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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