Exhibit 10.20
[Letterhead of Clearwater
Paper]
Mr. Harry Seamans
Dear Harry,
The purpose of this letter agreement
is to confirm certain compensation and benefits to be provided to
you in connection with your termination of employment with
Clearwater Paper Corporation (the “Company”) on
April 30, 2009, and your obligations with regard to such
compensation and benefits.
You previously received a memorandum
dated April 9, 2009 (the “April 9th Memo”)
describing the severance pay, medical, dental and life insurance
benefits, vacation pay, 401(k) and pension benefits, and other
benefits payable to you under the Company’s benefit plans and
policies. This letter addresses compensation not addressed in the
April 9th Memo.
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1.
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Your equity
awards will be treated as follows:
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a.
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Founders Grant
of 22,634 restricted stock units (“RSUs”): You will be
treated as vested in 20%, or 4,527, of these RSUs.
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b.
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2007-2009
Conversion Grant of 16,961 RSUs: You will be treated as vested in
3/12, or 4,240, of these RSUs.
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c.
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2008-2010
Conversion Grant of 6,886.5 RSUs: You will be treated as vested in
3/24, or 861, of these RSUs.
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d.
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2009-2011 LTIP
Grant of 5,592 RSUs and 16,775 Performance Shares: You will be
treated as vested in 4/36 of the RSUs, or 621 RSUs, and with having
a target amount of 4/36 of the Performance Shares, or 1,863.889
Performance Shares.
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You will be entitled to a total of
10,249 shares of the Company’s common stock, subject to
applicable tax withholding requirements, in full settlement of your
vested RSUs as soon as practicable, but no later than 60 days,
after your termination of employment. Your 1,863.889 Performance
Shares will be settled in 2012 at the same time and in the same
manner as all other Performance Shares issued for the 2009-2011
performance period are settled, provided that the Company meets the
applicable performance goals for the 2009-2011 performance period
necessary for such settlement.
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2.
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Per the
Clearwater Paper Corporation Executive Severance Program, you will
receive one (1) year of base compensation ($295,380), paid in
monthly installments, minus applicable tax withholding, not to
exceed twelve (12) months beginning May 1,
2009.
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3.
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The Company
agrees if it meets its financial targets and bonuses are paid to
participants under the 2009 Annual Incentive Plan, we will pay you
a total pro rated bonus of $44,300 minus applicable tax
withholding.
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4.
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You agree not
to use or disclose any information disclosed to or known by you as
a consequence of or through your employment with the Company
(including information conceived, originated or developed by you),
which is not generally known to the public, about the
Company’s business, prospects, personnel, stockholders,
operations, processes, budgets, plans and development
programs.
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5.
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In
consideration of the c
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