Exhibit 10.10





Exhibit 10.10




CATALYST PAPER CORPORATION



  


2007 RESTRICTED SHARE UNIT PLAN



  


March 28, 2007, as amended April 29, 2009



 


 









 





CATALYST PAPER CORPORATION




2007 RESTRICTED SHARE UNIT PLAN





	1.	 	PURPOSE

	 
	1.1	 	This Plan has been established by the Corporation to provide long-term incentives to
executives of the Corporation and its Subsidiaries for the success of the Corporation and its
Subsidiaries, to support the objectives of employee ownership, to foster a responsible balance
between short term and long term results, and to build and maintain a strong spirit of
performance and entrepreneurship.

	 
	2.	 	PLAN DEFINITIONS AND INTERPRETATIONS







In this Plan, the following terms have the following meanings:




	 	(a)	 	“Account” means the bookkeeping account established and maintained by the
Corporation for each Participant in which the number of Share Units of the Participant
are recorded;







	 	(b)	 	“Applicable Law” means any applicable provision of law, domestic or foreign,
including, without limitation, applicable securities legislation, together with all
regulations, rules, policy statements, rulings, notices, orders or other instruments
promulgated thereunder and Stock Exchange Rules;







	 	(c)	 	“Beneficiary” means any person designated by the Participant as his or her
beneficiary under the Plan in accordance with Section 13.1 or, failing any such
effective designation, the Participant’s estate;







	 	(d)	 	“Board” mean the Board of Directors of the Corporation;







	 	(e)	 	“Committee” means the Governance and Human Resources Committee of the Board or
any other committee or person designated by the Board to administer the Plan;







	 	(f)	 	“Corporation” means Catalyst Paper Corporation and its respective successors
and assigns, and any reference in the Plan to action by the Corporation means action by
or under the authority of the Board or any person or committee that has been designated
for the purpose by the Board including, without limitation, the Committee;







	 	(g)	 	“Director” means a director of the Corporation;





 


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	 	(h)	 	“Disability” means, with respect to a Participant, any physical or mental state
of the Participant such that as a result of illness, disease, mental or physical
disability or similar cause, the Participant is unable to fulfill the Participant’s
obligations as a director of the Corporation or under the Participant’s employment
agreement with the Participant’s Employer, either for any consecutive six month
period or for any six month period (whether or not consecutive) in any consecutive
twenty-four (24) month period;







	 	(i)	 	“Employee” means an employee of the Corporation or any of its Subsidiaries or
any combination or partnership of such corporations;







	 	(j)	 	“Employer” means, with respect to a Participant who is a Director, the
Corporation, and with respect to a Participant who is an Employee, the Corporation, the
Subsidiary or the combination or partnership of such corporations that employs the
Participant or that employed the Participant immediately prior to the Participant’s
Termination Date;







	 	(k)	 	“Expiry Date” means, with respect to Share Units granted to a Participant, the
date which is two years after the Participant’s Termination Date;







	 	(l)	 	“Fiscal Year” means a fiscal year of the Corporation;







	 	(m)	 	“Grant Agreement” means an agreement between the Corporation and a Participant
under which Share Units are granted, together with such amendments, deletions or
changes thereto as are permitted under the Plan;







	 	(n)	 	“Grant Date” of a Share Unit means the date a Share Unit is granted to a
Participant under the Plan;







	 	(o)	 	“Insider” has the meaning provided for purposes of the TSX relating to Security
Based Compensation Arrangements;







	 	(p)	 	“Market Value” with respect to a Share as at any date means the arithmetic
average of the closing price of the Shares traded on the TSX for the five (5) trading
days on which a board lot was traded immediately preceding such date (or, if the Shares
are not then listed and posted for trading on the TSX, on such stock exchange on which
the Shares are then listed and posted for trading as may be selected for such purpose
by the Corporation). In the event that the Shares are not listed and posted for
trading on any stock exchange, the Market Value shall be the Market Value of the Shares
as determined by the Board in its discretion, acting reasonably and in good faith;







	 	(q)	 	“Participant” means a Director of the Corporation or an individual who is a
bona fide full time Employee who has been designated by the Corporation for
participation in the Plan;







	 	(r)	 	“Payout Date” means a date selected by the Corporation, in accordance with and
as contemplated by Section 3.3 and Section 6.1;







	 	(s)	 	“Plan” means this Catalyst Paper Corporation 2007 Restricted Share Unit Plan;





 


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	 	(t)	 	“Reorganization” means any (i) capital reorganization, (ii) merger,
(iii) amalgamation, (iv) offer for Shares of the Corporation which if successful would
entitle the offeror to acquire all of the Shares of the Corporation or all of one or
more particular class(es) of securities of the Corporation to which the offer relates,
(v) sale of a material portion of the assets of the Corporation, or (vi) arrangement or
other scheme of reorganization;







	 	(u)	 	“Retirement” means the retirement of a Participant from employment with his or
her Employer in accordance with the normal retirement policy of his or her Employer;







	 	(v)	 	“Security Based Compensation Arrangement” has the meaning defined in the
provisions of the TSX Company Manual relating to security based compensation
arrangements;







	 	(w)	 	“Shareholders” means the holders of Shares;







	 	(x)	 	“Shares” mean Common Shares of the Corporation and includes any securities of
the Corporation into which such units may be converted, reclassified, redesignated,
subdivided, consolidated, exchanged or otherwise changed, pursuant to a Reorganization
or otherwise;







	 	(y)	 	“Share Unit” means a unit credited by means of an entry on the books of the
Corporation to a Participant pursuant to the Plan, representing the right to receive,
subject to and in accordance with the Plan, for each Vested Share Unit one Share, at
the time, in the manner, and subject to the terms, set forth in the Plan and the
applicable Grant Agreement;







	 	(z)	 	“Stock Exchange Rules” means the applicable rules of any stock exchange upon
which Shares are listed;







	 	(aa)	 	“Subsidiary” means an entity (including a partnership) in which the Corporation
holds, directly or indirectly, a majority voting interest;







	 	(bb)	 	“Termination Date” means the date on which a Participant ceases, for any
reason, to be an active Director or an active Employee, and, in the case of a
Participant who is a Director and who ceases to be a Director as a result of any action
taken by the Board of Directors or the Shareholders of the Corporation, such date shall
be the date the Director ceases to be a Director; and in the case of a Participant who
is an Employee, where the employment is terminated by the Employer, whether wrongful or
for cause or otherwise, such date shall be the date notice of termination is provided;







	 	(cc)	 	“TSX” means the Toronto Stock Exchange; and







	 	(dd)	 	“Vested Share Units” shall mean Shares in respect of which all vesting terms
and conditions set forth in the Plan and the applicable Grant Agreement have been
either satisfied or waived in accordance with the Plan.





 


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	2.2	 	In this Plan, unless the context requires otherwise, words importing the singular number may
be construed to extend to and include the plural number, and words importing the plural number
may be construed to extend to and include the singular number.







	3.	 	GRANT OF SHARE UNITS AND TERMS







	3.1	 	The Corporation may grant Share Units to such Participant or Participants in such number and
at such times as the Corporation may, in its sole discretion, determine, as a bonus or similar
payment in respect of services rendered by the Participant for a Fiscal Year or otherwise as
compensation.







	3.2	 	At the option of the Participant, the amount payable to the Participant under any bonus,
profit sharing or gain-sharing program by the Corporation, or a Subsidiary in respect of a
Fiscal Year, or a portion thereof, may be provided in the form of Share Units in lieu thereof,
provided the Participant so elects prior to the completion of the relevant Fiscal Year.







	3.3	 	In granting any Share Units pursuant to Section 3.1 or Section 3.2, the Corporation shall
designate:







	 	(a)	 	the number of Share Units which are being granted to the Participant;







	 	(b)	 	any time or performance based or other conditions as to vesting of the Share
Units to become Vested Share Units; and







	 	(c)	 	the Payout Date, which shall in no event be later than the Expiry Date and,
unless otherwise determined on the Grant Date, shall be the third anniversary of the
Grant Date.







which shall be set out in the Grant Agreement.




	3.4	 	Subject to the terms of the Plan, the Corporation may determine any other terms or conditions
with respect to the vesting of Share Units granted pursuant to Section 3.1, in whole or in
part, to become Vested Share Units or the provision of Shares under the Plan, including
without limitation:







(a) length of time of service to the Employer by a Participant;




(b) the market price of the Shares;




	 	(c)	 	the return to Shareholders, with or without reference to other comparable
businesses;





 


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	 	(d)	 	the financial performance or results of the Corporation, a Subsidiary, or
business share thereof;







	 	(e)	 	other performance criteria relating to the Corporation, a Subsidiary, or
business share thereof;







	 	(f)	 	ownership of Shares by a Participant;







	 	(g)	 	restrictions on the re-sale of Shares acquired under the Plan including escrow
arrangements; and







	 	(h)	 	any other terms and conditions the Corporation may in its discretion determine
with respect to vesting;







which shall be set out in the Grant Agreement.




The conditions may relate to all or a portion of the Share Units in a grant and may be
graduated such that different percentages (which may be greater or lesser than 100%) of the
Share Units in a grant will become Vested Share Units depending on the extent of
satisfaction of one or more such conditions.




The Corporation may, in its discretion, subsequent to the Grant Date of a Share Unit, waive
any such terms or conditions or determine that they have been satisfied.




	4.	 	GRANT AGREEMENT







	4.1	 	Each grant of a Share Unit will be set forth in a Grant Agreement containing terms and
conditions required under the Plan and such other terms and conditions not inconsistent
herewith as the Corporation may, in its sole discretion, deem appropriate.







	5.	 	SHARE UNIT GRANTS AND ACCOUNTS







	5.1	 	An Account shall be maintained by the Corporation for each Participant. On the Grant Date,
the Account will be credited with the Share Units granted to a Participant on that date.







	5.2	 	A Participant’s Account shall, unless otherwise determined by the Corporation, from time to
time until the Participant’s Termination Date, be credited with additional Share Units, the
number of which shall be the quotient determined by dividing: one hundred per cent (100%) of
the cash distributions that would have been paid to the Participant if the Share Units in his
or her Account on the relevant record date for a cash distribution on the Shares had been
Shares by the Market Value of a Share on the payment date of such cash distribution, with
fractions computed to three decimal places. Share Units credited to a Participant’s Account
pursuant to this Section 5.2 shall vest, and be payable, in accordance with Section 6.1 to the
extent that they are in respect of Share Units granted to the Participant that have become
Vested Share Units.





 


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	6.	 	PAYOUTS







	6.1	 	On each Payout Date, the Participant shall be entitled to receive, and the Corporation shall
issue, Shares equal in number to the Vested Share Units in the Participant’s Account to which
the Payout Date relates.







	6.2	 	The number of Shares to be issued or provided shall be equal to the whole number of Vested
Share Units. Where the number of Share Units would result in the issue of a fractional Share
Unit in the form of a fractional Share, the number of Share Units to be issued in the form of
Shares shall be rounded down to the next whole number of Share Units. No fractional Shares
shall be issued or provided nor shall cash be paid at any time in lieu of any such fractional
interest. Any such fractional interests of a Share Unit which, together with other fractional
interests, form a whole Share Unit, shall be issued or provided in the form of a Share as part
of the Share Units to be issued or provided to the Participant on the next applicable Payout
Date, if any.







	6.3	 	Shares issued by the Corporation from treasury under this Plan shall be considered fully paid
in consideration of past service that is no less in value than the fair equivalent of the
money the Corporation would have received if the Shares had been issued for money.







	6.4	 	Subject to and in accordance with any Applicable Law, the Corporation may, but is not
obligated to, acquire issued and outstanding Shares in the market for the purposes of
providing Shares to Participants under the Plan. The Shares acquired for this purpose shall
not be included for the purpose of the determining the maximum number of Shares to be issued
under the Plan in accordance with Section 10.1.







	6.5	 	If so determined by the Corporation, in lieu of the issue or provision of Shares, the
Corporation may satisfy the issuance or provision of Shares under the Plan, in whole or in
part, by the payment of a cash amount to a Participant on the Payout Date. The amount of such
payment shall be equal to the number of Shares in respect of which the Corporation makes such
a determination, multiplied by the Market Price on the Payout Date, subject to any applicable
withholding tax.







	7.	 	TERMINATION OF EMPLOYMENT AND FORFEITURES







	7.1	 	Unless otherwise determined by the Corporation at any time, on a Participant’s Termination
Date, any Share Units in a Participant’s Account which are not Vested Share Units shall
terminate and be forfeited.







	7.2	 	Notwithstanding section 8.1, where a Participant ceases to be a Director or Employee by
reason of Retirement, death or Disability or a Director ceases to be a Director at the request
of the Board or as a result of a vote of Shareholders, then in respect of each grant of Share
Units made to such Participant pursuant to Section 3.1, that number of Share Units equal to
the product of (i) the number of Share Units relating to that grant multiplied by (ii) a
fraction, the numerator of which shall be the number of months between the applicable Grant
Date and the Participant’s Termination Date (rounded up to the nearest whole number of months)
and the denominator of which shall be the total
number of months between the Grant Date and the date that all the Share Units relating to
that grant would have become fully Vested Share Units, assuming any applicable terms or
conditions under Section 3.4 had been satisfied, shall become Vested Share Units, and not
terminate nor be forfeited on the Participant’s Retirement, death, or termination of
employment or directorship by reason of Disability.





 


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	7.3	 	Notwithstanding Section 8.1, where a Participant ceases to be an Employee as a result of the
termination of his or her employment without cause, then in respect of each grant of Share
Units made to such Participant, at the Corporation’s discretion, all or a portion of such
Participant’s Share Units may be made fully Vested Share Units or may be permitted to continue
to vest, in accordance with their terms, during any statutory or common law severance period
or any period of reasonable notice required by law or as otherwise may be determined by the
Corporation in its sole discretion.







	8.	 	FORFEITED UNITS







	8.1	 	Notwithstanding any other provision of the Plan or a Grant Agreement, Share Units granted
hereunder shall terminate on, if not redeemed or previously terminated and forfeited in
accordance with the Plan, and be of no further force and effect after, the Expiry Date.







	9.	 	ALTERATION OF NUMBER OF SHARES SUBJECT TO THE PLAN







	9.1	 	In the event that the Shares shall be subdivided or consolidated into a different number of
Shares or a distribution shall be declared upon the Shares payable in Shares, the number of
Share Shares then recorded in the Participant’s Account shall be adjusted by replacing such
number by a number equal to the number of Shares which would be held by the Participant
immediately after the distribution, subdivision or consolidation, should the Participant have
held a number of Shares equal to the number of Share Shares recorded in the Participant’s
Account on the record date fixed for such distribution, subdivision or consolidation.







	9.2	 	In the event there shall be any change, other than as specified in Section 9.1, in the number
or kind of outstanding Shares or of any shares or other securities into which such Shares
shall have been changed or for which they shall have been exchanged, pursuant to a
Reorganization or otherwise, then there shall be substituted for each Share referred to in the
Plan or for each share into which such Share shall have been so changed or exchanged, the kind
of securities into which each outstanding Share shall be so changed or exchanged and an
equitable adjustment shall be made, if required, in the number of Share Units then recorded in
the Participant’s Account, such adjustment, if any, to be reasonably determined by the
Committee and to be effective and binding for all purposes.







	9.3	 	In the case of any such substitution, change or adjustment as provided for in this Section 9,
the variation shall generally require that the aggregate Market Value of the Share Units then
recorded in the Participant’s Account prior to such substitution, change or adjustment will be
proportionately and appropriately varied so that it be equal to such aggregate Market Value
after the variation.





 


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	10.	 	MAXIMUM NUMBER OF SHARES TO BE ISSUED







	10.1	 	Subject to adjustment, the maximum number of Shares issuable under the Plan shall
be 7,000,000 Shares.







	10.2	 	The maximum number of Shares issuable to Insiders pursuant to the Plan, together with any
Shares issuable pursuant to any other Security Based Compensation Arrangement, at any time,
shall not exceed 10% of the total number of outstanding Shares. The maximum number of Shares
issued to Insiders pursuant to the Plan, together with any Shares issued pursuant to any other
Security Based Compensation Arrangement, within any one year period, shall not exceed 10% of
the total number of outstanding Shares.







	11.	 	AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN 







	11.1	 	The Board may, without notice and without Shareholder approval, at any time and from time to
time, amend the Plan or any provisions thereof in such manner as the Corporation, in its sole
discretion, determines appropriate







	 	(a)	 	for the purposes of making formal minor or technical modifications to any of
the provisions of the Plan,







	 	(b)	 	to correct any ambiguity, defective provision, error or omission in the
provisions of the Plan,







(c) to change the vesting provisions of Share Units or the Plan; and




	 	(d)	 	to change the termination provisions of Share Units or the Plan which does not
entail an extension beyond the original expiry date of the Share Units;







provided, however, that:




	 	(e)	 	no such amendment of the Plan may be made without the consent of each affected
Participant in the Plan if such amendment would adversely affect the rights of such
affected Participant(s) under the Plan; and







	 	(f)	 	shareholder approval shall be obtained in accordance with the requirements of
the Toronto Stock Exchange for any amendment that results in:







	 	(i)	 	an increase in the maximum number of Shares issuable pursuant
to the Plan;







	 	(ii)	 	an extension of the Expiry Date for Share Units granted to
Insiders under the Plan;







(iii) other types of compensation through Share issuance;




	 	(iv)	 	an expansion of the rights of a Participant to assign Share
Units other than as set forth in Section 14.2; or







	 	(v)	 	the addition of additional categories of participants, other
than as contemplated by Section 9, requires the approval of Shareholders by a
majority of the votes cast at a meeting of Shareholders.





 


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	11.2	 	If the Corporation terminates the Plan, Share Units previously credited shall, at the
discretion of the Corporation, either (a) be settled immediately in accordance with the terms
of the Plan in effect at such time, or (b) remain outstanding and in effect and settled in due
course in accordance with the applicable terms and conditions.







	12.	 	ADMINISTRATION







	12.1	 	Unless otherwise determined by the Board, the Plan shall be administered by the Committee
subject to Applicable Laws. The Committee shall have full and complete authority to interpret
the Plan, to prescribe such rules and regulations and to make such other determinations as it
deems necessary or desirable for the administration of the Plan. All actions taken and
decisions made by the Committee shall be final, conclusive and binding on all parties
concerned, including, but not limited to, the Participants and their beneficiaries and legal
representatives, each Subsidiary and the Corporation. All expenses of administration of the
Plan shall be borne by the Corporation.







	12.2	 	The Corporation shall keep or cause to be kept such records and accounts as may be necessary
or appropriate in connection with the administration of the Plan and the discharge of its
duties. At such times as the Corporation shall determine, the Corporation shall furnish the
Participant with a statement setting forth the details of his or her Share Units including the
Grant Date and the Vested Share Units and unvested Share Units held by each Participant. Such
statement shall be deemed to have been accepted by the Participant as correct unless written
notice to the contrary is given to the Corporation within 30 days after such statement is
given to the Participant.







	13.	 	BENEFICIARIES AND CLAIMS FOR BENEFITS







	13.1	 	Subject to the requirements of Applicable Law, a Participant may designate in writing a
Beneficiary to receive any benefits that are payable under the Plan upon the death of such
Participant. The Participant may, subject to Applicable Law, change such designation from
time to time. Such designation or change shall be in such form and executed and filed in such
manner as the Corporation may from time to time determine.







	14.	 	GENERAL







	14.1	 	The transfer of an employee from the Corporation to a Subsidiary, from a Subsidiary to the
Corporation or from a Subsidiary to another Subsidiary, shall not be considered a termination
of employment for the purposes of the Plan, nor shall it be considered a termination of
employment if a Participant is placed on such other leave of absence which is considered by
the Corporation as continuing intact the employment relationship.







	14.2	 	The Plan shall enure to the benefit of and be binding upon the Corporation, its successors
and assigns. The interest of any Participant under the Plan or in any Share Unit shall not
be transferable or assignable other than by operation of law, except, if and on such terms
as the Corporation may permit, to a spouse or minor children or grandchildren or a personal
holding company or family trust controlled by a Participant, the shareholders or
beneficiaries of which, as the case may be, are any combination of the Participant, the
Participant’s spouse, the Participant’s minor children or the Participant’s minor
grandchildren, and after his or her lifetime shall enure to the benefit of and be binding
upon the Participant’s Beneficiary.





 


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	14.3	 	The Corporation’s grant of any Share Units or issuance of any Shares hereunder is subject to
compliance with Applicable Law applicable thereto. As a condition of participating in the
Plan, each Participant agrees to comply with all Applicable Law and agrees to furnish to the
Corporation all information and undertakings as may be required to permit compliance with
Applicable Law.

	 
	14.4	 	The Corporation or a Subsidiary may withhold from any amount payable to a Participant, either
under this Plan, or otherwise, such amount as may be necessary so as to ensure that the
Corporation or the Subsidiary will be able to comply with the applicable provisions of any
federal, provincial, state or local law relating to the withholding of tax or other required
deductions, including on the amount, if any, includable in the income of a Participant. The
Corporation shall also have the right in its discretion to satisfy any such withholding tax
liability by retaining, acquiring or selling on behalf of a Participant any Shares which would
otherwise be issued or provided to a Participant hereunder.

	 
	14.5	 	A Participant shall not have the right or be entitled to exercise any voting rights, receive
any distribution or have or be entitled to any other rights as a Shareholder in respect of any
Share Units.

	 
	14.6	 	Neither designation of an employee as a Participant nor the grant of any Share Units to any
Participant entitles any Participant to the grant, or any additional grant, as the case may
be, of any Share Units under the Plan. Neither the Plan nor any action taken thereunder shall
interfere with the right of an Employer of a Participant to terminate a Participant’s
employment at any time. Neither any period of notice, if any, nor any payment in lieu
thereof, upon termination of employment, wrongful or otherwise, shall be considered as
extending the period of employment for the purposes of the Plan.

	 
	14.7	 	Participation in the Plan shall be entirely voluntary and any decision not to participate
shall not affect any employee’s employment with the Corporation or a Subsidiary.

	 
	14.8	 	The Plan shall be an unfunded obligation of the Corporation. Neither the establishment of
the Plan nor the grant of any Share Units or the setting aside of assets by the Corporation
(if, in its sole discretion, it chooses to do so) shall be deemed to create a trust. The
right of the Participant or Beneficiary to receive payment pursuant to the Plan shall be no
greater than the right of other unsecured creditors of the Corporation.

	 
	14.9	 	This Plan is established under the laws of the Province of British Columbia and the rights of
all parties and the construction of each and every provision of the Plan and any Share
Units granted hereunder shall be construed according to the laws of the Province of British
Columbia.

	 
	14.10	 	This Plan is hereby instituted this 28th day of March, 2007 and amended this
29th day of April, 2009.







 


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