Exhibit 10.17





Exhibit 10.17









	 	 	 
	November 23, 2007

	 	Catalyst Paper Corporation
	 

	 	16th Floor, 250 Howe Street
	 

	 	Vancouver, British Columbia
	 

	 	Canada V6C 3R8
	 
	 	 
	Personal & Confidential
	 	 
	 

	 	Tel: 604.654.4000
	 

	 	Fax: 604.654.4048






Steve Boniferro

Sault Ste. Marie, Ontario




Dear Steve,




I am very pleased to offer to you the position of Senior Vice-President Human Resources of Catalyst
Paper Corporation (the “Company”). In this capacity you will report to the President and CEO of
the Company. The terms and conditions of your employment with the Company are set out in this
document.



Effective Date:




Your appointment to the position will be effective on a mutually agreed to date that is not
expected to be later than January 1st, 2008.



Location:




The position will be located in Richmond, B.C.; however there will be some business travel that
will be expected with your position.



Base Salary:




Your base salary will be $250,000 per year commencing on your first day of employment with the
Company.



Short Term Incentive Program:




You will be eligible for additional annual cash compensation of up to an annual maximum of $100,000
under the Company’s Short Term Incentive Program (STIP). The STIP will be allocated between an
individual component (individual performance contribution over and above normal job expectations,
as identified in predetermined objectives); and a corporate performance component.



The amount paid each year will be established at the end of the year, based on your performance
review and actual corporate performance. You will receive 75% of your STIP award in the form of
cash and you will receive 25% of your STIP award in Restricted Share
Units (RSUs), which will have a maximum vesting period of three years. At your discretion you may
elect to receive some, or all, of the cash component in RSUs.


 


 









 





Mid-Term and Long-Term Incentive Program:




You will be eligible to participate in the Mid-Term and Long-Term Incentive Plan (the “MLTIP”),
which will provide you with the potential to receive an annual maximum value of $190,000.



The MLTIP award will be allocated evenly in the form of Performance Share Units (RSUs with
Performance Conditions), which will make up the Mid-Term component of the MLTIP and Stock Options,
which will make up the Long-Term Incentive component of the MLTIP. The Performance Share Units
(PSU) and Stock Options will have the following characteristics:




	 	•	 	50% of the annual maximum value of the MLTIP or $95,000 will be granted in the form
of PSUs. The PSUs will vest two years after their date of grant, subject to the
attainment of corporate and/or personal performance criteria established by the Board
at the time the PSUs are granted. At the end of the two year period, actual
performance will be compared against the performance targets to determine the actual
number of PSUs which will vest. PSUs which do not vest will expire.







	 	•	 	The two year PSU pool is established at year one with the number of units to be
granted determined by the deemed share price determined by the Board of Directors. 0%
to 100% of the units in the pool will be distributed at the end of year two based on
the results of the performance evaluation.







	 	•	 	The remaining 50% of the annual maximum value of the MLTIP ($95,000) will be
provided in the form of Stock Options which will vest and be distributed using the
same methodology described above.







	 	•	 	The two year LTIP Stock Option pool is established in year one with the number of
options determined by the deemed share price on the date of grant factored by the Hay
Modified Black Scholes method of options valuation.







	 	•	 	Should you voluntarily leave the employ of the Company or have your employment
terminated by the Company for Cause, any PSUs or Stock Options that have not yet
vested will be forfeited.







	 	•	 	The existing program measurement period is December 31, 2009.






Benefits:




You and your dependents will be eligible for coverage under the Company’s Flexible Benefits
Program. A summary of the Flexible Benefits Plan for permanent employees is attached for your
information. Please note these benefits are provided while you are in active employment. On
resignation or termination for Cause, all health and welfare benefits will cease. Upon retirement
you will be eligible for participation in the Salaried
Employees’ Post-Retirement Benefits Plan. It is also expressly understood that the provision of
these benefits may be subject to change and the Company reserves the unilateral right to amend any
of the benefits plans.


 


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Pensions:




You will be eligible to participate in the Salaried Employees’ Defined Contribution Pension Plan.
Under this plan, the Company will contribute up to 7% of your annual eligible earnings to the Plan,
up to the maximum allowed by the Canadian Revenue Agency. The maximum contribution for 2007 is
$20,000. Coverage under the pension plan will commence on your start date.



Supplemental Executive Retirement Plan:




You will be eligible to participate in a Supplemental Executive Pension Plan (the “Plan”) having
the following basic characteristics:




	 	•	 	An allocation of $200,000 will be made to a notational account in your name on
January 1st of each year for three (3) years. Thereafter, the allocation
will be reduced to $25,000 per year.







	 	•	 	Notational investment income (positive or negative) will be credited each month to
your account based on the change in the month end unit value of the balanced fund
investment option(s) offered under the defined contribution segment of the Company’s
basic pension plan.







	 	•	 	Allocation of $200,000 will vest at the end of each year. The first allocation
will be vested as of December 31st, 2008, second allocation in December
31st, 2009 and third allocation as of December 31st, 2010.







	 	•	 	The Plan is not registered with the Canada Revenue Agency and is not subject to
pension benefit standards legislation. The benefit is paid from general company
revenues and is secured by a Letter of Credit held in trust with CIBC Mellon.






Housing Assistance:




The Company will provide $2,000 per month to cover the housing cost differential. The housing
assistance may be reduced or eliminated if the Company were to relocate to a lower cost
jurisdiction in the future.



Travel:




The Company will reimburse you for two trips to Sault Ste. Marie for you and your wife, annually.


 


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Vacation:




Your annual vacation entitlement will initially be five (5) weeks (4 weeks regular plus 1 week
through Flex). Vacation entitlements will be as outlined in the attached benefit summary.



Executive Health:




You will be eligible for Executive Health Services offered through a relationship with Medisys
Health Group. As part of this benefit you are eligible for an annual Executive Health & Lifestyle
Assessment at any one of the Medisys’ clinics in Vancouver.



Supplementary Compensation:




You will be provided with a one time RSU grant of 50,000 restricted share units, which will have a
three year vesting period.



Relocation Assistance:




Enclosed is a summary of the relocation expenses the Company will reimburse you for during your
relocation from Sault St. Marie to Richmond. Prior to commencing your relocation, the Director of
Compensation and Benefits will contact you to commence this process and arrange a meeting with our
contracted Real Estate Agency — PRUDENTIAL Relocation Canada Limited.



You will be paid a moving allowance equivalent to one month’s base salary for reimbursement of your
moving expenses. The allowance will be paid to you on the first available payroll. Please refer
to the attached relocation summary for information regarding taxation and legislative requirements.



Termination of Employment for Cause:




The Company may terminate your employment at any time for Cause and in that event, the Company will
have no further obligations to you other than to provide you with payment of your regular salary
and accrued and untaken vacation to the date of termination. For greater certainty, all
entitlements under the STIP and the MLTIP will immediately terminate, other than for any
entitlement which has vested as of the date of termination.



Cause for the purpose of this Agreement includes your failure to properly carry out your duties
after notice by the Company of the failure to do so and an opportunity for you to correct the same
within a reasonable time from the date of receipt of such notice, or theft, fraud, dishonesty or
misconduct by you involving the property, business or affairs of the Company or the carrying out of
your duties.



The date of termination for the purpose of this Agreement means the later of the date you give or
receive notice of termination of employment or the date specified in the notice of termination of
employment as the effective date of termination.


 


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Termination of Employment without Cause:




The Company may also terminate your employment for other than Cause by providing you with salary
continuance in lieu of working notice of termination calculated as follows:




	 	1.	 	Continuance of your base salary for 12 months following the date of termination
(“Salary Continuance Period”). This will be paid in the same manner as salaries paid to
active employees and will be subject to all statutory deductions.







	 	2.	 	You will continue to participate in the STIP during the Salary Continuance Period but
awards payable to you under the STIP will be based solely on the corporate performance
portion of the award and you will not be entitled to receive any awards based on
achievement of individual objectives.







	 	3.	 	The Company will continue all your pension plan and supplemental pension plan
contributions and premiums during the Salary Continuance Period.







	 	4.	 	Any RSUs that the Company has granted to you pursuant to the Company’s RSU component
of its STIP but which have not vested as of the date of termination will vest normally
during the Salary Continuance Period and shall be exercisable in accordance with the terms
and conditions of the STIP but you will not receive any new grants of RSUs following the
date of termination.







	 	5.	 	Subject to the Company evaluating the scope of your entitlement under the MLTIP at
the date of termination (the “Rights”), that portion of your Rights that would have vested
up to the date of termination shall be deemed vested and available for exercise in
accordance with the terms and conditions of the applicable plan as of the date of
termination. If the terms and conditions of the applicable plan as of the date of
termination requires that the scope of your Rights shall be determined by the Company’s
evaluation of the Company’s and/or your performance, then the time frame for conducting
such evaluation shall be accelerated and the Company will endeavour to evaluate the
Company’s and/or your performance, as applicable, to the date of termination and to define
the scope of your Rights to the date of termination in good faith and in a manner
consistent with the Company’s policies and procedures within 30 days of the date of
termination and any such determination by the Company shall be conclusive and binding upon
you under this Agreement.







	 	6.	 	Employment benefits, perquisites and privileges will continue through the Salary
Continuance Period as identified in Schedule A of this letter.







	 	7.	 	The Company shall provide you, for a period of up to one year from the date of
termination, with the job relocation counselling services of a firm chosen by the Company,
at a cost to the Company not to exceed $25,000.







	 	8.	 	If you find alternate employment during the Salary Continuance Period, you agree that
you will notify the Company immediately and that all payments, benefits or other
entitlements pursuant to the paragraphs (1) to (6) of this
Agreement shall terminate on the date that you commence that alternate employment .





 


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Election:




Within 14 days of the date of termination by the Company other than for Cause, you may elect, by
notice in writing to the Company, to receive a lump sum payment from the Company in lieu of the
payments and benefits described in paragraphs (1) to (7) in the previous section of this Agreement.
If you make this election, the Company will pay you, in lieu of any payments and benefits outlined
in paragraphs (1) to (7) of this Agreement, as follows:




	 	1.	 	An amount equal to 80% of the amount of base salary payable to you during the Salary
Continuance Period;







	 	2.	 	An amount in lieu of any cash entitlement during the Salary Continuance Period to
STIP (“Cash Bonus”) such amount to be calculated as follows:







	 	a.	 	if you have been employed by the Company for less than one fiscal
year at the date of termination, an amount equal to the two times 25% of your
maximum potential payout of Cash Bonus for the then current fiscal year of the
Company;







	 	b.	 	if you have been employed by the Company for longer than one fiscal
year but less than two fiscal years at the date of termination, an amount equal to
two times 80% of the amount of actual Cash Bonus paid to you in the fiscal year
immediately prior to fiscal year in which your employment is terminated; or







	 	c.	 	if you have been employed by the Company for longer than two fiscal
years at the date of termination, an amount equal to 80% of two times the average
of the actual Cash Bonus paid to you in the two fiscal years immediately prior to
the fiscal year in which your employment is terminated unless the date of
termination is less than two years from your normal retirement date, in which case
an amount equal to 80% of the average actual Cash Bonus paid to you in the two
fiscal years immediately prior to the fiscal year in which your employment is
terminated multiplied by a fraction where the numerator is the number of days
between the date of termination and your normal retirement date and the
denominator is 365; and







	 	3.	 	All benefits and perquisites shall terminate as of the date of the election and all
obligations, if any, of the Company to you in respect of any RSUs or LTIP shall terminate
as of the date of the election and any further ability for you to exercise any RSUs or
Rights will be governed by the terms and conditions of the applicable plans.





 


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Privacy:



In accepting this employment offer, you agree that the Company may collect, use, and disclose
your personal information for the purposes of effectively administering the terms and
conditions of your employment. The Company will comply with the Personal Information
Protection Act of British Columbia ( the “Privacy Act”) and use any information as outlined in
the Catalyst Paper Privacy Policy (attached).



Confidentiality:



You agree that as a result of the performance of your duties as an employee, you will acquire
knowledge of the business of the Company. You agree that except with the permission of the
Company, you will not use or disclose such non-public information to any unauthorized person so
long as you are subject to an employment agreement with this Company or at any time thereafter.



You also expressly acknowledge and agree that the knowledge and experience that you will gain
as an employee will not be used in any manner which could be detrimental to the business
interests of the Company whether during the currency of your employment with this Company or at
any time following the termination of your employment with the Company.



You have reviewed the above terms and you expressly agree that all of the restrictions in this
Agreement are necessary and fundamental to the protection of the legitimate business interests
of the Company and as such, all defenses to the strict enforcement of these provisions by the
Company are waived by you.



To acknowledge your acceptance of this offer of employment, please sign and return the enclosed
copy of this letter to me.



Steve, I am looking forward to working with you in your new role at Catalyst Paper, and the
results that will be realized through your effective leadership and contribution.



Yours truly,



Richard Garneau

President and CEO

Catalyst Paper Corporation




I, Steve Boniferro, agree to and accept the terms and conditions of the offer of employment
with Catalyst Paper Corporation as outlined in this letter.



	 	 	 	 	 	 	 
	 

(Signature)

	 	 	 	 

(Date)
	 	 






 


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SCHEDULE A



Schedule of Benefits on Termination without Cause




On your Termination without Cause the following benefits coverage will remain in place during
your Salary Continuance Period.




	1.	 	Medical Services Plan

	 
	 	 	The Company will continue to provide coverage for you and your eligible dependents under the
Provincial Medical Services Plan.

	 
	2.	 	Extended Health and Dental Plans

	 
	 	 	The options you have selected under the Company’s Selection Flex Benefits program will
continue to be in place during your Salary Continuance Period unless you make a written
request to cancel this coverage.

	 
	3.	 	Health Spending Account

	 
	 	 	You will be able to continue charging eligible expenses to this account up to the current
balance in your account. You may not elect to direct additional funds to this account.

	 
	4.	 	Group Life and Optional Life Insurance

	 
	 	 	Your current level of Basic Group Life Insurance coverage will continue. You may not elect
to increase this insurance coverage. You will have 31 days after your Termination Date to
convert your Group Life Insurance to an individual life insurance policy without having to
provide medical evidence of insurability.

	 
	 	 	While all Option Life Insurance coverage (employee, spousal or child) will cease at the
commencement of the Salary Continuance Period, you will have 31 days to convert this
coverage to an individual policy, without having to provide medical evidence of
insurability. If you wish to covert this coverage, contact Manulife Financial at:







(604) 678-1624 — Linda Burns OR

(604) 678-1625 — Linda LaPorte




	5.	 	Long Term Disability

	 
	 	 	Our Long Term Disability policy does not allow us to extend coverage to individuals during
periods of Salary Continuance. We will, however, for the period of Salary Continuance,
reimburse you for premiums associated with an individual Long Term Disability Insurance
policy should you wish to purchase this. If you wish to pursue this option, the Company
will assist with securing an appropriate provider of this benefit.

	 
	6.	 	Executive Health Services

	 
	 	 	You will continue to be eligible for Executive Health Services offered through Medisys
Health Group.

	 
	7.	 	Post-Retirements

	 
	 	 	You will be eligible for post-retirement benefits, as per the terms of the Salaried Employee
Post-Retirement Benefit plan on your Termination Date.

	 
	8.	 	Change in Benefit Plans and Programs

	 
	 	 	The Company reserves the right to amend and discontinue any of the benefit plans and
programs referred to in this letter. Should the Company change any of these benefit plans
and programs, the benefits to which you will be entitled shall change in the same manner.







 


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