and that pursuant to their terms vest or become payable if one or more specifiedperformance goals or criteria (other than the continued performance of services) areachieved or the amount of the Award that vests or becomes payable depends upon the extentof achievement of one or more such performance goals or criteria, such Annual Award shallbe paid only if the Severance Performance Goal is achieved. The amount paid (or number ofunrestricted shares issued) in respect of an Annual Award that becomes payable pursuant tothe terms of this Section 5(c)(v) shall be equal to the amount of the Award (assumingcontinued employment until the end of the award period and the achievement, at the targetlevel, of any performance goals or criteria established with respect to such Award)multiplied by a fraction the numerator of which is the number of full months and anyfractional portion of a month during the period from the first day of the award period forthe Annual Award through the Date of Termination and the denominator of which is the totalnumber of months in such award period (or if such fraction is greater than 1/2, multiplied byone (1)). This Section 5(c)(v) shall, as of the date of grant of any Annual Award grantedafter 2009, form a part of the terms of such Award.     4. Section 5(c)(ix) is amended to read in its entirety as follows:     (ix) Each stock option to acquire common stock of the Company and each stockappreciation right in respect of the Company’s common stock held by the Executive as of theDate of Termination shall (A) to the extent not already vested on the Date of Termination,become fully vested on the Date of Termination and (B) shall, to the extent not previouslyexercised, be exercisable following the Date of Termination for the full term of suchoption or stock appreciation right. The Company also represents that it caused thesubsidiaries holding the Company’s real estate and financial services operations prior totheir spin-off in 2007 to provide that vesting shall accelerate and restrictions shalllapse on all unvested or restricted equity or equity-based awards in respect of each suchcompany held by the Executive as of the Date of Termination and that each stock option toacquire common stock of such company and each stock appreciation right in respect of suchcompany held by the Executive as of the Date of Termination shall remain exercisablefollowing the Date of Termination for the full term of such option or stock appreciationright.     5. Section 5(c)(x) is amended to read in its entirety as follows:     (x) All incentive awards (including but not limited to restricted units, restrictedretention units, restricted stock units, performance stock units, restricted stock, andperformance awards) that have an award period in excess of one fiscal year (“Long-TermIncentive Awards”) shall become fully vested on the Date of Termination and shall be paid(or unrestricted shares issued) on the Applicable Award Payment Date; provided, however,that in the case of a Long-Term Incentive Award granted after January 1, 2009 and whichpursuant to its terms vests and/or becomes payable (or unrestricted shares issuable) onlyif one or more
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specified performance goals or criteria (other than the continued performance ofservices) is achieved, such Long-Term Incentive Award shall be paid (or unrestricted sharesissued) only if the Severance Performance Goal is achieved. This Section 5(c)(x) shallconstitute an amendment to any Long-Term Incentive Awards granted after January 1, 2009 andbefore November 6, 2009 and shall, as of the date of grant of any Long-Term IncentiveAwards granted on or after November 6, 2009, form a part of the terms of the Award. Notlater than the later of the Date of Termination or 30 days after the end of any potentialApplicable Measurement Period for an Award the payment of which is contingent uponachievement of the Severance Performance Goal (each, a “Performance Award”), the Committeeshall determine whether the Severance Performance Goal has been achieved as of the end ofsuch potential Applicable Measurement Period. If the Committee determines that theSeverance Performance Goal has been achieved for such Applicable Measurement Period, theCommittee shall on the date of such determination certify such achievement in writing in amanner that satisfies the requirements of Treasury Regulation Section 1.162-27(e)(5).Neither Section 5(c)(v) hereof nor this Section 5(c)(x) shall apply to stock options andstock appreciation rights covering the Company’s common stock.     6. A new Section 5(c)(xi) is added immediately following Section 5(c)(x) to read in itsentirety as follows:     (xi) For purposes of this Section 5, the following terms shall have the meaningsindicated:     (A) “Applicable Award Payment Date” means, with respect to an Award, the laterof (a) the Date of Termination or as soon as practicable thereafter (but in anyevent within five (5) days following the Date of Termination), or (b) with respectto a Performance Award, the date that the Committee certifies achievement of theSeverance Performance Goal in a manner that satisfies Treasury Regulation Section1.162-27(e)(5) or as soon as practicable thereafter (but in any event within five(5) days following such certification).     (B) “Applicable Measurement Period” means the period beginning on the firstday of the award period for an Award and ending on the last day of the later of (a)the second fiscal quarter preceding the Date of Termination, and (b) the last dayof the first fiscal quarter that would result in the Severance Performance Goalbeing established as of a date that satisfies Treasury Regulation Section1.162-27(e)(2)(i) (the later of such dates, being the “Initial Measurement Date”);provided, however, that if the Severance Performance Goal is notsatisfied as of the Initial Measurement Date, the Applicable Measurement Periodshall end as of the last day of the first fiscal quarter, if any, after the InitialMeasurement Date and on or before the last day of the last fiscal quarter in theoriginal award period for the Award that the Severance Performance Goal is
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satisfied. By way of example, assume that the Executive is granted an annualbonus award on February 4, 2011 that is contingent upon achievement of a specifiedperformance goal for the Company’s 2011 fiscal year. The Executive’s employment isthen terminated by the Company without Cause on May 1, 2011. The InitialMeasurement Date would be the fiscal quarter ending July 2, 2011 because July 2,2011 is the first end of a fiscal quarter as of which, in accordance with TreasuryRegulation Section 1.162-27(e)(2)(i), the grant date of the annual bonus award(February 4, 2011) would not occur after expiration of more than 25% of theApplicable Measurement Period (January 1, 2011 through July 2, 2011). If theSeverance Performance Goal is not satisfied as of July, 2, 2011 but is subsequentlysatisfied as of October 1, 2011, the Applicable Measurement Period would end as ofOctober 1, 2011. If the Severance Performance Goal is not satisfied as of eitherJuly, 2, 2011 or October 1, 2011, but is subsequently satisfied as of December 31,2011, the Applicable Measurement Period would end as of December 31, 2011. If theSeverance Performance Goal is not satisfied as of July 2, 2011, October 1, 2011, orDecember 31, 2011, the annual bonus award would not be paid.     (C) “Award” means an Annual Award or a Long-Term Incentive Award.     (D) “Committee” means a compensation committee within the meaning of TreasuryRegulation Section 1.162-27(c)(4).     (E) “EBITDA” means segment operating income minus general and administrativeexpenses and minus share-based compensation, plus depreciation and amortization,all as determined in accordance with GAAP and reported in the Company’s financialstatements.     (F) “Peer Group” means Abitibi-Bowater, Appleton Papers Inc., Boise Inc.,Canfor Corporation, Caraustar Industries, Inc., Cascades Inc., Catalyst PaperCorporation, Domtar Inc., Glatfelter (P.H.) Company, Graphic Packaging,International Paper Company, MeadWestvaco Corporation, Mercer International Inc.,Neenah Paper Inc., Newark Group (The) Inc., NewPage Corp., Packaging Corporation ofAmerica, Rock-Tenn Company, Smurfit-Stone Container Corporation, Temple-InlandInc., Verso Paper, Wausau Paper Corp., and West Fraser Timber Co.; provided,however, that a company will be removed from the Peer Group if for any year orquarter (as applicable) during the Award Period (a) it does not file either (i) aForm 10-K or Form 10-Q (as applicable), or (ii) a Form 40-F or Form 6-K (asapplicable), or (b) less than 80% of its total revenues (as reported in the mostrecently filed Form 10-K or in the case of a Canadian company that does not file aForm 10-K, the Canadian
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company’s most recently filed Form 40-F) are from either (i) papermanufacturing/conversion or (ii) lumber and panels.     (G) “Pension Plan” means any tax-qualified or non-qualified defined benefitpension plan, including supplemental or excess benefit pension plans maintained bythe Company and any other plan or agreement entered into between the Executive andthe Company which is designed to provide the Executive with retirement benefits,and any tax-qualified or non-qualified defined contribution pension plan, includingany supplemental or excess defined contribution or individual account planmaintained by the Company and any other defined contribution or individual accountplan or agreement entered into between the Executive and the Company.     (H) “ROI” means operating income, excluding Significant Unusual Items, dividedby beginning of year total assets, excluding certain assets (assets held for sale,municipal bonds related to capital leases, financial assets of special purposeentities, discontinued operations, and acquisitions/divestitures on a weightedaverage basis), and less current liabilities (excluding the current portion oflong-term debt). Significant Unusual Items are income items reported in a Form10-K or Form 40-F that represent the recognition of income from multiple years’activities in the current year (for example, gain on the sale or disposition of anasset, and refunds, rebates, settlements, and credits that represent recognition ofincome from multiple years’ activities). An item will be included as a SignificantUnusual Item only if it exceeds $1 million. If any portion of an ApplicableMeasurement Period is not a full fiscal year, ROI will be determined for suchpartial fiscal year in accordance with the preceding provisions based on theapplicable Forms 10-Q or Forms 6-K for the applicable fiscal quarter(s) for suchpartial fiscal year, and ROI for such partial fiscal year shall be weighted as apartial fiscal year for purposes of determining ROI over the Applicable MeasurementPeriod.     (I) “Severance Performance Goal” means the Company having, over the ApplicableMeasurement Period, either (a) positive EBITDA or (b) an ROI that falls within thetop three quartiles as compared to the Peer Group.     7. Section 5(e) is amended by substituting “5(c)(i), (iii), (iv) and (x) hereof” for “5(c)(i),(iii), (iv) and (v) hereof” where the latter phrase appears and by substituting “5(c)(i), (iii),(iv) or (x) hereof” for “5(c)(i), (iii), (iv) or (v) hereof” in both places the latter phraseappears.     8. Except as modified above, the Existing Agreement shall continue in effect in accordancewith its terms.
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     IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the date firstabove written.      **COMPANY**