Chief Executive Officer and Direct Reports



 EXHIBIT 10.1 

 

			
	



	  	 Corporate Policy
 Human Resources


 Severance Policy – Chief Executive Officer and Direct Reports 

 

	I.	Purpose 

 This Policy provides an eligible
Executive with financial support in the event that his employment is terminated under circumstances entitling the eligible Executive to severance pay and benefits, as provided in this Policy. 

 

	II.	Implementation Date 

 This Policy is
effective August 1, 2012. 
  

	III.	Eligible Employees 

 This Policy applies
to the Chief Executive Officer and his direct reports in Job Grades 43 and above, determined at the time the termination is announced (“Eligible Executive”). An employee who is not a direct report of the Chief Executive Officer at the
time his termination is announced is not covered by this Policy. 
  

	IV.	Eligible Terminations 

 Except for the
terminations noted below, severance pay and benefits under this Policy will be payable to an Eligible Executive for a Company-triggered termination or if an Eligible Executive voluntarily terminates his employment with the Company for “good
reason” within 12 months after a “change in control” of the Company. Refer to the attached Appendix for a definition of “change in control” and “good reason.” An Eligible Executive covered by U.S. Section 409A
must be required to provide written notice to the Company of the existence of the condition constituting good reason within a period not to exceed 90 days of the initial existence of the condition. Upon the Eligible Executive’s written notice,
the Company will have a period of 30 days during which it may remedy the condition and not be required to pay the severance amount. 

Terminations under the following circumstances are not eligible for severance pay and benefits under this Policy: 

 

	 	(1)	Company-triggered terminations for just cause, as determined by the Company in its sole discretion; 


 

	 	(2)	Company-triggered terminations where the Executive leaves employment with the Company before a date authorized by the Company; or 


 

	 	(3)	Any voluntary termination (other than a termination for good reason within 12 months after a change in control). 


  

			
	 Adopted December 9, 2010

Amended August 1, 2012
	  	
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 Human Resources


  


	V.	Administrative Procedure for Granting Severance 

 If the employment of an Eligible Executive other than the Senior Vice President of Human Resources is being terminated, the Chair of the Board or Chief Executive Officer and the Senior Vice
President of Human Resources must approve the termination before any announcement of the termination can be made. In the case of a termination of employment of the Senior Vice President of Human Resources, the Chair of the Board and the Chief
Executive Officer must approve the termination before any announcement of the termination can be made. 
 Eligible Executives will be informed
of the decision to terminate their employment in a face to face meeting with the Chief Executive Officer (or the Chair of the Board in the case of the Chief Executive Officer) and a senior Human Resources professional, and will be given a standard
letter setting out the terms and conditions of the severance package. 
  

	VI.	Amount of Severance Pay 

 Eligible
Executives will be entitled to severance pay calculated as described below. The severance package will comply with all obligations of notice, termination and severance pay under applicable legislation and any common law (Civil Code in Quebec), and
entitlements to pay in lieu of reasonable notice. Subject to the minimums and maximums below, severance pay will be based on the following criteria: 
  

	(a)	Eligible Executives will receive six (6) weeks of “eligible pay” per year of continuous service, subject to the following: 


 

	 	(1)	The minimum severance amount will be 52 weeks of eligible pay. 

  

	 	(2)	The maximum severance amount will be 104 weeks of eligible pay. 

  

	 	(3)	Eligible Executive’s with partial years of service will receive a prorated number of weeks of eligible pay for completed months of service.


  

	(b)	“Eligible Pay” means annual base pay as in effect at the termination of employment date and the average of the Eligible Executive’s last two
(2) incentive awards paid under a regular cash incentive plan or program, including the 2010 Short-Term Incentive Plan (“Incentive Awards”). Other cash recognition, non-recurring or multi-year incentive awards are not considered
Incentive Awards for the purpose of this Policy. If an Incentive Award paid under the 2010 STIP is included, such award amount will be annualized. In any case, the award amount used to determine Eligible Pay is subject to a maximum of 125% of the
Executive’s target incentive (expressed in dollars) for the year in which the termination occurs. 


  

			
	 Adopted December 9, 2010

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 Human Resources


  


	VII.	Payment of Severance and Waiver and Release 

 As a condition to the receipt of severance pay and benefits under this Policy, a terminating Executive must execute and not revoke a Waiver and Release Agreement in a form acceptable to the Company. For
Canadian Eligible Executives, only severance pay amounts that exceed statutory requirements are conditioned on execution of a Waiver and Release Agreement that is not later revoked. The period for considering the Waiver and Release Agreement and
related period of revocation will be provided in the notice of termination. 
  

	(a)	U.S. Eligible Executives 

 Severance pay
for Eligible Executives subject to U.S. Code Section 409A will be paid in the form of a lump sum payment as soon as practicable after an Eligible Executive signs the Waiver and Release Agreement and the seven (7) day period for revoking
the Agreement expires, but in no event later than 45 days following the end of the year in which the Executive is terminated. The Eligible Executive will be given up to 45 days, as the Company determines, from the date of termination to review and
consider the Waiver and Release Agreement. 
  

	(b)	Canadian Eligible Executives 

 Severance
pay for Eligible Executives subject to Canadian tax will be paid in the form of a lump sum payment, provided that in Ontario, the first eight (8) weeks of severance will be paid in the form of salary continuance, with full benefits and pension
coverage, both subject to usual cost sharing arrangements. 
 For the avoidance of doubt, there will be no compounding effect between the
statutory requirements and the severance pay offered by the Company. 
  

	VIII.	Restrictive Covenants 

 As a condition to
receiving severance pay and benefits under this Policy, the Eligible Executive must execute a Non-Compete Agreement in a form acceptable to the Company. 
  

	IX.	Confidential Information 

 Severed
Executives need to observe at all times the rules governing the protection of the Company’s confidential information, before, on and after their termination of employment date. Payment of severance pay and the availability of related benefits
will cease if an Eligible Executive discloses or improperly uses such confidential information. The Company will be entitled to seek recovery of any prior severance pay previously made to the Eligible Executive and/or seek any equitable relief.


  

			
	 Adopted December 9, 2010

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	X.	Current Year Incentive Award 

 Eligibility
for an Incentive Award for the year in which the Eligible Executive’s employment terminates and for the prior year (in the event of termination after the performance year and before payment) will be governed by the provisions of the applicable
incentive plan. Eligibility to other cash recognition, non-recurring or multi-year incentive awards will cease as of an Executive’s termination of employment date, unless the governing plan documents provide otherwise. 

 

	XI.	Equity-based Compensation 

 If the
Eligible Executive has formerly received equity-based compensation awards, the Senior Vice President of Human Resources (or the Chief Executive Officer in the event of termination of the Senior Vice President of Human Resources) must provide notice
of such Executive’s termination date to the Director of Corporate Compensation, so that the third party administrator of the Company equity-based compensation plans can be advised on a timely basis. Any such awards will be governed by the
provisions of the applicable award agreements and equity-based compensation plans. 
  

	XII.	Vacation Credits 

 Any earned but unused
vacation time will be paid in a lump sum shortly after the termination of employment date by the Eligible Executive. Current vacation time cannot be taken after the last worked day by the Eligible Executive and no further vacation pay will accrue
after the termination of employment date. 
  

	XIII.	Career Transition Counseling 

 The Company
will make available career transition and outplacement counseling through an outside firm chosen by the Company. All severed Executives who receive severance pay should be encouraged to take advantage of these services in a timely manner.

 Although the Executive has the choice whether to participate in the career transition and outplacement counseling program, an Executive who
refuses to participate eliminates his right to any Company provided benefit related to career transition and outplacement counseling. In such cases, the Executive should also be reminded about his legal obligation to mitigate any income loss arising
from the termination of employment. 
  

	XIV.	Additional Provisions Applicable to Executives in Canada 

  

	(a)	Benefits and Pension Plan 

 All benefits,
including pension accruals (defined benefit or defined contribution) cease on the last day of work. 

  

			
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	(b)	Retiring Allowance 

 For severed Canadian
Executives hired before 1996, subject to a maximum defined by tax rules, Revenue Canada allows a tax-deferred transfer of a portion of the severance pay to one’s registered retirement savings plan (“RRSP”) as a retiring allowance.

 For any Canadian Eligible Executive, a portion of the Severance Pay can be transferred to the Eligible Executive’s RRSP as a retiring
allowance, subject to the RRSP deduction limit available according to the Executive’s notice of assessment and upon presentation of written evidence of such RRSP deduction limit by the Executive to the Company. 

An Executive wanting to take advantage of these possibilities must submit the relevant tax forms prior to any direct transfer being made to the financial
institution holding his RRSP. 
  

	XV.	Additional Provisions Applicable to U.S. Executives 

  

	(a)	Medical and Dental Coverage 

 Upon termination
of employment, an Eligible Executive’s medical and dental benefits, if any, will cease as of the last day of the calendar month in which the termination occurs (the “Benefit Termination Date”), unless the governing plan documents
provide otherwise. The Eligible Executive will be entitled to continue his medical and dental coverage after the Benefit Termination Date as required by U.S. law under the Consolidated Omnibus Budget Reconciliation Act (COBRA). Eligible Executives
who elect to continue coverage through COBRA will be obligated to pay the full cost of the coverage, plus a two percent (2%) administrative charge. 
  

	(b)	Other Company Benefits 

 All other Company
benefits for an Eligible Executive (including, but not limited to, 401(k), life insurance, disability coverage, etc.) will cease as of an Executive’s termination of employment date, unless the governing plan documents provide otherwise. All pay
and other benefits (except benefits under this Policy) under any such plan, policy or arrangement of the Company that is payable on account of the Executive’s termination of employment will be paid according to the terms of those established
policies, plans and arrangements. Severance pay under this Policy will not be considered in the calculation of retirement plan benefits under any Company plan. 
  

	XVI.	Return of Equipment, Materials 

 All
materials and Company property including, but not limited to, computers and peripherals, records, files, telephone calling cards, building or parking access passes, blackberries, electronic devices, cellular phones, personal digital assistants
(PDAs) and Company credit cards must be returned upon termination of employment. Employee data, strategic plans, financial information, customer lists or data, trademarks, patents and the like are Company property and must also be


  

			
	 Adopted December 9, 2010

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returned and must remain strictly confidential. Any questions about what other information is considered confidential should be addressed by the severed Executive to the Executive’s superior
and/or the Legal Department. 
  

	XVII.	Policy Deviations/Amendment/Termination 


The Board of Directors may approve deviations from this policy upon recommendation of the Human Resources and Compensation/Nominating and Governance
Committee of the Board. 
 Eligible Executives do not have any vested right to severance pay and other related benefits, and the Company
reserves the right in its sole discretion to amend or terminate this Policy at any time, in a writing signed by the Human Resources and Compensation/Nominating and Governance Committee of the Board of Directors. 

Notwithstanding anything herein to the contrary, the Company may not reduce the protection offered pursuant to this Policy without providing to the Chief
Executive Officer and his direct reports in Job Grades 43 and above then in office 12-months prior written notice of any such reduction. Any reduction in the protection offered pursuant to this Policy will be ineffective and may not be applied
to an Eligible Executive before the expiry of a 12-months notice. 
 In the event of a change in control, in addition to the foregoing prior
written notice requirement, the Company may not reduce the protection offered pursuant to this Policy to the Chief Executive Officer and his direct reports in Job Grades 43 and above in office on the effective date of the change in control, for
any severance pay and benefits that may be offered to such officers upon an eligible termination that occurs during the 24-month period that begins on the effective date of the change in control. In other words, any reduction for severance pay and
benefits payable upon an eligible termination following a change in control will be ineffective and may not be applied to an eligible termination that occurs during this 24-month period by the Eligible Executive. Any such reductions shall only
be effective for an eligible termination that occurs after the foregoing 24-month period.
  

	XVIII.	Unauthorized Representation on Behalf of the Company 

 Except for cases where a termination of employment has been properly approved and administered in accordance to the Company guidelines, it is strictly forbidden for anyone to make verbal or written
representations to future, current or past Executives about possible future severance entitlements. It is also forbidden to set pre-determined levels of severance pay and other related benefits in any conversations or documents related to the hire,
transfer or re-assignment of any Eligible Executive, unless formally approved by the Human Resources and Compensation/Nominating and Governance Committee of the Board of Directors. 

  

			
	 Adopted December 9, 2010

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	XIX.	Recovery of Payments 

 An Eligible
Executive will be required to return to the Company any severance and related benefits payment, or portion thereof, made by mistake of fact or law, and the Company shall have all remedies available at law for the recovery of such amounts, including
the right to offset such amounts from any future amounts payable to the severed Executive by the Company in relation to his employment or the termination of his employment with the Company. 
 Without limiting the generality of the foregoing, the Company may offset and deduct any amount which the severed Executive is required to return to the Company, from any lump sum payable hereunder, or
from any amount owed to the Eligible Executive pursuant to any short-term incentive plan, long-term incentive plan, deferred compensation arrangements, other compensation programs, or any supplemental pension plan. Any such offset from a plan,
arrangement or program that provides for deferred compensation subject to Code Section 409A shall comply with the rules and limitations for offsets under Treasury Regulation Section 1.409A-3(j)(4)(xiii). 

 

	XX.	Improper Personal or Professional Conduct 


Severed Executives need to display the highest personal and professional standards at all times, prior and after their termination of employment date. Any
improper personal or professional conduct such as, without limitation, unlawful behaviour, theft, fraud, misrepresentation, harassment, disparagement, defamation or speaking negatively of the Company, its personnel, its products and services, its
customers, its suppliers, and any such conduct shall be sanctioned with the loss or reduction of severance pay and other related benefits. 
  

	XXI.	Mandated Payments 

 Severance pay and
other related benefits offered by the Company are the maximum made available in the event of involuntary termination of employment. To the extent that a federal, provincial, state or local law mandates the Company to make a payment to an Eligible
Executive because of termination of employment or in accordance with a plant/work location closing law, the severance pay and other related benefits under this Policy will be reduced by the amount of such mandated payment(s). Similarly, in the event
that a decision from the court of competent jurisdiction would result in a monetary award to a severed Executive, such monetary award would reduce the amount of severance pay under this Policy. 

 

	XXII.	Source of Severance Pay 

 Notwithstanding
anything contained hereunder, severance pay comes from the general funds of the Company and is not secured by a trust agreement or any other financial instrument (such as a letter of credit). 

  

			
	 Adopted December 9, 2010

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	XXIII.	No Assignment 

 The Severance Pay payable
under this policy shall not be subject to anticipation, alienation, pledge, sale, transfer, assignment, garnishment, attachment, execution or encumbrance of any kind and any attempt to do so shall be void, except as required by law. 

 

	XXIV.	Applicable Law 

 This severance Policy
will be governed and construed in accordance with the law applicable in the state or province where the severed Executive reported to work on his last worked day, except where pre-empted by federal law. 

For Eligible Executives subject to U.S. tax, it is intended that payments and benefits under this Policy be exempt from the provisions of section 409A of
the Internal Revenue Code and Treasury regulations or other guidance thereunder. This Policy will be interpreted and administered in a manner consistent with this intent, and, if either party determines that any provision would cause payments and
benefits under this Policy to be subject to but fail to comply with U.S. Section 409A, the parties will cooperate in preparing an amendment to comply with U.S. Section 409A (which amendment may be retroactive to the extent permitted under
U.S. Section 409A). 
 The severance compensation provided by under this Policy constitutes an unfunded compensation arrangement for a
member of a select group of the Company’s management and any exemptions under ERISA, as applicable to such an arrangement, will be applicable to this Policy. 
  

	
	Approved by:
	
	 /s/ Richard B. Evans

	Richard B. Evans
	Chair of the Board of Directors


  

			
	 Adopted December 9, 2010

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 Appendix 
 For purposes of the Severance Policy, the following shall apply: 
  

	(a)	A change in control means any of the following: 

  

	 	(1)	the acquisition, directly or indirectly and by any means whatsoever, by any Person, or by a group of Persons acting jointly or in concert, of that number of Voting
Shares which is equal to or greater than 50% of the total issued and outstanding Voting Shares immediately after such acquisition; 

  

	 	(2)	the election or appointment by any holder of Voting Shares, or by any group of holders of Voting Shares acting jointly or in concert, of a number of members of the
Board of Directors of Resolute Forest Products Inc. equal to or greater than 50% of the members of the Board of Directors; 

  

	 	(3)	any transaction or series of transactions, whether by way of reconstruction, reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or
otherwise, whereby assets of Resolute Forest Products Inc. or any subsidiary become the property of any other Person (other than a subsidiary of Resolute Forest Products Inc.) if such assets which become the property of any other person have a fair
market value (net of the fair market value of any then existing liabilities of Resolute Forest Products Inc. assumed by such other Person as part of the same transaction) equal to 50% or more of the Market Capitalization of Resolute Forest Products
Inc. immediately before such transaction; or 

  

	 	(4)	the completion of any transaction or the first of a series of transactions which would have the same or similar effect as any transaction or series of transactions
referred to in paragraphs (1), (2) and (3) above. 

 For purposes of the foregoing definition, the following terms have
the following meanings: 
  

	(A)	“Market Capitalization of Resolute Forest Products Inc.” at any time means the product of (i) the number of outstanding common shares of Resolute Forest
Products Inc. at that time, and (ii) the average of the closing prices for the common shares of Resolute Forest Products Inc. on the principal securities exchange (in terms of volume of trading) on which the common shares of Resolute Forest
Products Inc. are listed at that time for each of the last 10 business days prior to such time on which the common shares of Resolute Forest Products Inc. traded on such securities exchange. 


 

	(B)	“Person” shall mean any individual, corporation, partnership, group, association or other “person” as such term is used in Sections 13(d) and 14(d)
of the Exchange Act. 


  

			
	 Adopted December 9, 2010

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	(C)	“Voting Shares” means any securities of Resolute Forest Products Inc. ordinarily carrying the right to vote at elections of directors.


 Notwithstanding the foregoing, the following events do not constitute a change in control for purposes of this Policy: the
Company’s emergence from creditor protection on the Emergence Date; any and all related corporate restructuring transactions that occur coincident with or following emergence; the change in the Company’s Board of Directors coincident with
emergence; any change in shareholders coincident with emergence; and any other transactions coincident with or following emergence provided for in the plan of reorganization and related Canadian plan of arrangement that would otherwise constitute a
change in control. 
  

	(b)	“Good reason” means any of the following: 

  

	 	(1)	a material adverse change in the Eligible Executive’s status, title, position, duties or responsibilities (including in reporting line relationships) or any
removal of the Eligible Executive from or failure to reappoint or reelect the Eligible Executive to any material office or position; 

  

	 	(2)	a material reduction in compensation and benefits, in the aggregate, (in terms of benefit levels and/or reward opportunities which opportunities will be evaluated in
light of the performance requirements thereof) to those provided for under the employee compensation and benefit plans, programs and practices in which the Eligible Executive was participating; 


 

	 	(3)	a material reduction of the Executive’s salary; or 

  

	 	(4)	a material change in the geographic location at which the Eligible Executive is to perform services on behalf of the Corporation from the location immediately prior to
the Change in Control. 


  

			
	 Adopted December 9, 2010

Amended August 1, 2012
	  	
		  	Page 10 of 10