Delaware
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20-3594554
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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Ms. Massman will continue to serve as the Company's Chief Financial Officer until her replacement is identified and elected.
In connection with the announcement of Ms. Massman's election, Ms. Massman and the Company have agreed to certain employment terms. Ms. Massman and the Company intend to enter into a definitive employment agreement incorporating these agreed terms, which definitive agreement will be filed as an exhibit to a subsequent filing. The material employment terms are as follows. The employment agreement will be for an initial term of one year. Thereafter, the agreement will be automatically extended for successive one-year periods unless the Company or Ms. Massman give notice that the term will not be extended. Ms. Massman will be paid an initial annual base salary of $525,000. She will be eligible for an annual bonus pursuant to the terms and conditions of Clearwater Paper's annual incentive program (as described in the Company's most recent definitive proxy statement) with a target annual bonus of 70% of annual base salary. Beginning in 2012, Ms. Massman will be eligible to receive performance shares with a target aggregate principal amount of 125% of the salary grade midpoint for the position of Chief Operating Officer in accordance with the Company's long-term incentive program (as described in the Company's most recent definitive proxy statement). Ms. Massman will be entitled to participate in all of the Company's employee benefit plans and programs on substantially the same terms and conditions as other senior executives. Ms. Massman will also participate in the Company's Severance Program for Executive Employees (as described in the Company's most recent definitive proxy statement), subject to the following: (i) if Ms. Massman is terminated for any reason other than cause, death, disability, or retirement, or if she terminates her employment for good reason, her cash severance payment will be equal to one year of base compensation from the date of her separation from service, her pro-rated annual bonus for the termination year under the applicable bonus plan will be at the target amount, and she will also receive pro-rated settlement of performance share awards based on the Company's actual performance and pro-rated vesting of restricted stock unit awards and (ii) if Ms. Massman is terminated within two years of a change of control, she will not receive an excise tax gross-up.
Gordon L. Jones will continue to serve the Company as Chief Executive Officer and Chairman of the Board of Directors. As of November 1, 2011, Mr. Jones will no longer serve as President of Clearwater Paper.
On October 20, 2011, Clearwater Paper issued a press release announcing Ms. Massman's appointment. A copy of the press release is attached hereto as Exhibit 99.1.
CLEARWATER PAPER CORPORATION
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Date: October 24, 2011
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By:
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/s/ Michael S. Gadd
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Michael S. Gadd
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Corporate Secretary
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Exhibit No.
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Description
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EX-99.1
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Press Release of Clearwater Paper Corporation, dated October 20, 2011: CLEARWATER PAPER NAMES LINDA MASSMAN PRESIDENT AND COO
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