EX-10.39



 Exhibit 10.39 
 Amended April 30, 2013 
  
 



 
  
  
 SUPPLEMENTARY PENSION PLAN 

FOR DESIGNATED MANAGERS 

OF DOMTAR INC. 

 
 As in effect on March 7, 2007, 

including amendments up to April 30, 2013 







 



 
  
 Table of Contents 

 

					
	 1) Introduction
	 	 	    3	  
		
	 2) Definitions
	 	 	3	  
		
	 3) Normal Retirement
	 	 	6	  
		
	 4) Early Retirement
	 	 	7	  
		
	 5) Deferral of Early Retirement Pension
	 	 	8	  
		
	 6) Termination of Employment
	 	 	8	  
		
	 7) Normal Form of Pension
	 	 	9	  
		
	 8) Optional Forms of Pension
	 	 	9	  
		
	 9) Death Before Commencement of Pension Payments
	 	 	10	  
		
	 10) Death After Commencement of Pension Payments
	 	 	10	  
		
	 11) Disability
	 	 	11	  
		
	 12) Administration
	 	 	11	  
		
	 13) Funding
	 	 	11	  
		
	 14) Non-Alienation of Benefits
	 	 	11	  
		
	 15) Conflicts or Inconsistencies
	 	 	11	  
		
	 16) Amendments
	 	 	11	  
		
	 17) General Provisions
	 	 	12	  








 



 
  

	1.	Introduction 

  

	1.1	The present document constitutes the Supplementary Pension Plan for Designated Managers of Domtar Inc., hereinafter called the “Supplementary Pension Plan”.


  

	1.2	The purpose of the Supplementary Pension Plan is to provide Designated Managers of the Company with additional retirement benefits in excess of those that may be
payable in accordance with the provisions of the Base Plan. 

  

	1.3	Effective March 7, 2007, the Supplementary Pension Plan is closed to new membership. However, Designated Managers participating to the Supplementary Pension Plan
on that date will continue to accumulate benefits in accordance with its provisions. 

  

	2.	Definitions 

  

	2.1	Accrued Retirement Pension: at any date, the sum of (a) and (b) below: 


 

	 	(a)	the sum of (i) and (ii) below: 

  

	 	(i)	1.3% of the Member’s Best Average First Level Earnings multiplied by the number of years of Credited Service before January 1, 2000; 


 

	 	(ii)	2% of the Member’s Best Average Second Level Earnings multiplied by the number of years of Credited Service before January 1, 2000; 


 

	 	(b)	the sum of (iii) and (iv) below: 

  

	 	(iii)	1.5% of the Member’s Best Average First Level Earnings multiplied by the number of years of Credited Service from January 1, 2000; 


 

	 	(iv)	2% of the Member’s Best Average Second Level Earnings multiplied by the number of years of Credited Service from January 1, 2000. 


 

	2.2	Base Plan: the Domtar Pension Plan for Non-Negotiated Employees, as may be amended from time to time. 


 

	2.2.1	Best Average Earnings: has the meaning assigned to that expression in the Base Plan except that “Best Average Earnings” for the purposes of the
Supplementary Pension Plan shall be determined based on Earnings as defined for the purposes of the Supplementary Pension Plan. Furthermore, for a Member who Separates from Service on or after January 1, 2015, “Best Average Earnings”
for the purposes of the Supplementary Pension Plan shall not be less than the “Best Average Earnings” determined as at December 31, 2014. 


  
  

	
	  
 3

Supplementary Pension Plan
 for
Designated Managers of Domtar Inc.,
 as in effect on March 7, 2007 including amendments up to April 30, 2013










 



 
  
  

	2.2.2	Best Average First Level Earnings: has the meaning assigned to that expression in the Base Plan except that, for the purposes of the Supplementary Pension
Plan, the reference to Best Average Earnings in the expression Best Average First Level Earnings in the Base Plan shall be considered to be a reference to the expression “Best Average Earnings” as defined in the Supplementary Pension Plan.


  

	2.2.3	Best Average Second Level Earnings: has the meaning assigned to that expression in the Base Plan except that, for the purposes of the Supplementary
Pension Plan, the references to Best Average Earnings and Best Average First Level Earnings in the expression Best Average Second Level Earnings in the Base Plan shall be considered to be references to the expressions “Best Average
Earnings” and “Best Average First Level Earnings”, respectively, as defined in the Supplementary Pension Plan. 

  

	2.3	Board: the Board of Directors of Domtar Corporation. 

  

	2.4	Code: the U.S. Internal Revenue Code of 1986, as amended. 

  

	2.5	Company: means Domtar Corporation and any of its subsidiaries or affiliated companies. 


 

	2.6	Credited Service: 

  

	 	(a)	For a Member who joined the Supplementary Pension Plan before January 1, 1998, shall, at any date whatsoever, have the meaning given to it by Article I of the
Base Plan unless the HR Committee agrees on a start date, for the purpose of determining credited service under the Supplementary Pension Plan, that is different from the start date of the Base Plan. 


 

	 	(b)	For a Member who joined the Supplementary Pension Plan on or after January 1, 1998, shall mean the period of service with the Company starting with the date
the Designated Manager becomes a Member of the Supplementary Pension Plan and ending with the date of his Separation from Service, during which the Member is accruing credited service under the DB Option of the Base Plan or the Company is
contributing on behalf of the Member under the DC Option of the Base Plan, or would be contributing if it were not for the tax limits. 

  

	 	(c)	For all Members, Credited Service shall exclude service as a member of the management committee of the Company. 


 

	2.7	Designated Manager: a manager occupying an Eligible Position who is a participant of the Base Plan and who has been permitted by the HR Committee to
participate in the Supplementary Pension Plan. 

  

	2.7.1	Earnings: in relation to a Member: has the meaning assigned to that expression in the Base Plan with the exception that bonuses recognized for a particular year
after 2014 will not exceed the lesser of: 


  
  

	
	  
 4

Supplementary Pension Plan
 for
Designated Managers of Domtar Inc.,
 as in effect on March 7, 2007 including amendments up to April 30, 2013










 



 
  
  

	 	(a)	the actual target bonus for the particular year, as determined from time to time by the Company, for the Member; and 


 

	 	(b)	50% of the salary of the Member for the year preceding the particular year. 

 For the period of disability recognized pursuant to Section 11 of the Supplementary Pension Plan, Earnings are deemed based on the Member’s salary rate on the day his disability begins.

  

	2.8	Eligible Position: a position designated as such by the HR Committee upon recommendation of the President and Chief Executive Officer of the Company.


  

	2.9	HR Committee: the Human Resources Committee of the Board. 

  

	2.10	Member: a Designated Manager from the date he is designated as such and who is accruing benefits under the Supplementary Pension Plan.


  

	2.11	Section 409A: section 409A of the Code and the rules, regulations and guidance promulgated thereunder. 


 

	2.12	Separation from Service: occurs (or a Member Separates from Service) when 


 

	 	(a)	For a U.S. Taxpayer: the Member ceases to be employed by the Company and all entities considered a single employer with the Company under Code Sections 414(b) and
(c) as a result of the Member’s death, retirement, or other termination of employment. Whether a Separation from Service takes place is based on all the relevant facts and circumstances and determined in accordance with Section 409A.


  

	 	(b)	For a Member other than a U.S. Taxpayer: the Member ceases to be employed by the Company as a result of the Member’s death, retirement, or other termination of
employment. 

  

	2.13	U.S. Taxpayer: a Member who 

  

	 	(a)	Is a U.S. citizen; or 

  

	 	(b)	Is a foreign national/U.S. permanent resident (“green card” holder); or 


 

	 	(c)	Is a foreign national who meets the “substantial physical presence” test during an applicable calendar year; 


 

	 	(d)	Is a “dual status” individual and either 

  

	 	i.	Who declares that he is a U.S. Taxpayer (under (a), (b), or (c) above); or 


 

	 	ii.	Who the Company determines is a U.S. Taxpayer (under (a), (b), or (c) above); 


 

	 	(e)	Is subject to U.S. federal income tax under the terms of the Canada-United States Tax Convention (1980) and the Protocols in effect thereunder; or


  

	 	(f)	Whose benefits under this Supplementary Pension Plan are otherwise subject to taxation in the U.S. 


Notwithstanding the foreign Member declaration of U.S. Taxpayer status, and unless proven otherwise, if the Company’s payroll, human
resources, or other records indicate that the Member is a U.S. Taxpayer, then the Member shall be deemed to be a U.S. Taxpayer for the purposes of the Supplementary Pension Plan. 

  
  

	
	  
 5

Supplementary Pension Plan
 for
Designated Managers of Domtar Inc.,
 as in effect on March 7, 2007 including amendments up to April 30, 2013










 



 
  

	2.14	For the purposes of the present document, the terms and expressions listed below shall have the meaning given to them in the Base Plan: 


 

	 	o	Actuarial Equivalent Value 

  

	 	o	Normal Retirement Date 

  

	3.	Normal Retirement 

 A Member who
Separates from Service on or beyond his Normal Retirement Date shall receive from the Company, in accordance with the Supplementary Pension Plan, a monthly pension of one twelfth of the excess of (a) over (b) below: 

 

	(a)	his Accrued Retirement Pension, determined on his date of Separation from Service; 


 

	(b)	the sum of (i) and (ii) below: 

  

	 	(i)	for the years of Credited Service during which he participated to the DB Option of the Base Plan, the annual amount of the pension at Normal Retirement Date or of the
pension at postponed retirement, as applicable, to which he is entitled on such date in accordance with the Base Plan; 

  

	 	(ii)	for the years of Credited Service during which he participated to the DC Option of the Base Plan, the annual amount of the pension at Normal Retirement Date or of the
pension at postponed retirement, as applicable, to which he would have been entitled under the Base Plan if he had participated to the DB Option of the Base Plan. 


For the purposes of this paragraph (b), any amount of pension shall be determined disregarding any credit splitting resulting from a
marriage breakdown. 
 If the Designated Manager commenced his participation to the Supplementary Pension Plan after January 1, 1998, his
pension under the Supplementary Pension Plan shall be multiplied by the applicable percentage below: 
  

			
	 Complete Years Since

Appointment as a
 Designated Manager
	  	 Applicable

Percentage

	1	  	20%
	2	  	40%
	3	  	60%
	4	  	80%
	5 or more	  	100%


  
  

	
	  
 6

Supplementary Pension Plan
 for
Designated Managers of Domtar Inc.,
 as in effect on March 7, 2007 including amendments up to April 30, 2013










 



 
  
  

	4.	Early Retirement 

 A Member who Separates
from Service, for a reason other than death, before his Normal Retirement Date but on or after age 55, shall receive from the Company, in accordance with the Supplementary Pension Plan, a monthly pension of one twelfth of the excess of (a) over
(b) defined below: 
  

	(a)	his Accrued Retirement Pension, determined on his retirement date, reduced in the same manner as under the Base Plan; 


 

	(b)	the sum of (i) and (ii) below: 

  

	 	(i)	for the years of Credited Service during which he participated to the DB Option of the Base Plan, the annual early retirement pension amount to which he is entitled on
such date in accordance with the Base Plan; 

  

	 	(ii)	for the years of Credited Service during which he participated to the DC Option of the Base Plan, the annual early retirement pension amount to which he would have been
entitled under the Base Plan if he had participated to the DB Option of the Base Plan. 

 If the Member commenced his
participation to the Supplementary Pension Plan after January 1, 1998, his pension under the Supplementary Pension Plan shall be multiplied by the applicable percentage below: 

 

			
	 Complete Years Since

Appointment as a
 Designated Manager
	  	 Applicable

Percentage

	1	  	20%
	2	  	40%
	3	  	60%
	4	  	80%
	5 or more	  	100%


  
  

	
	  
 7

Supplementary Pension Plan
 for
Designated Managers of Domtar Inc.,
 as in effect on March 7, 2007 including amendments up to April 30, 2013










 



 
  
  

	5.	Deferral of Early Retirement Pension 

 A
Member, other than a U.S. Taxpayer, who Separates from Service, for a reason other than death, before his Normal Retirement Date but on or after age 55 and who is entitled to a pension from the Supplementary Pension Plan under Article 4 above, may
elect to defer the commencement of this pension until the first day of any calendar month preceding or coinciding with his Normal Retirement Date, provided he has chosen the same option for the early retirement pension to which he is entitled in
accordance with the Base Plan. 
 In such event, the amount of pension to which he is entitled in accordance with the Supplementary Pension Plan
shall be calculated as provided in Section 4 but using the pension commencement date as the date of calculation of the reduction factors of paragraph (a) of Section 4 and as the date of calculation of the amount of pension under the
Base Plan for paragraph (b) of Section 4. 
 For more certainty, this Section 5 does not apply to a U.S. Taxpayer. 

 

	6.	Termination of Employment 

  

	6.1	A Member who voluntarily Separates from Service before attaining age 55, or whose Separation from Service before attaining age 55 occurs for just cause, is not entitled
to any benefit under the Supplementary Pension Plan. 

  

	6.2	Subject to paragraphs 6.3 and 6.4 and 6.5 of the Supplementary Pension Plan, a Member, other than a US Taxpayer, who involuntarily Separates from Service before
attaining age 55, for a reason other than death and for other than just cause, shall receive from the Company, in accordance with the Supplementary Pension Plan, a monthly pension determined as in Section 3 above, payable from the Member’s
Normal Retirement Date. 

 Any increase in pension under the DB Option of the Base Canadian Pension Plan after
Separation from Service shall have no impact on the pension payable to the Member from the Supplementary Pension Plan under this paragraph 6.2. 
  

	6.3	Subject to paragraph 6.4 of the Supplementary Pension Plan, if a Member eligible for a pension in accordance with paragraph 6.2, other than a U.S. Taxpayer, elects to
receive the pension to which he is entitled in accordance with the Base Plan before his Normal Retirement Date, he shall receive from the Company, in accordance with the Supplementary Pension Plan and in lieu of the monthly pension provided under
paragraph 6.2 of the Supplementary Pension Plan, a monthly pension that will commence on the same date as will the pension due in accordance with the Base Plan. If the Member is only entitled to receive benefits under the DC Option of the Base Plan,
the Member may elect to receive the pension to which he is entitled at a date that would be permitted under the DB Option of the Base Plan if the Member were entitled to benefits under the DB Option. In these events, the pension under the
Supplementary Pension Plan shall be the Actuarial Equivalent Value of the pension otherwise payable from his Normal Retirement Date. 


  
  

	
	  
 8

Supplementary Pension Plan
 for
Designated Managers of Domtar Inc.,
 as in effect on March 7, 2007 including amendments up to April 30, 2013










 



 
  
  

	6.4	Instead of the pension described in paragraph 6.2 or 6.3 above, a Member, other than a US Taxpayer, may elect to receive a single lump sum payment equal to the
Actuarial Equivalent Value of the pension described in paragraph 6.2 above. 

  

	6.5	A U.S. Taxpayer who involuntarily Separates from Service before attaining age 55, for a reason other than death and for other than just cause, shall receive from the
Company, in accordance with the Supplementary Pension Plan, a monthly pension determined as in Section 3 above, payable starting on the first day of the month coinciding with or following the month of the Member’s date of Separation from
Service. In this event, the pension under the Supplementary Pension Plan shall be the Actuarial Equivalent Value of the pension otherwise payable from his Normal Retirement Date. 


 

	7.	Normal Form of Pension 

 The normal form
of pension payable under the Supplementary Pension Plan shall consist of monthly benefits payable in equal amounts starting on the first day of the month coinciding with or following the month of the Member’s date of Separation from Service and
on the first day of every subsequent month for the life of the Member, provided, however, that, for a U.S. Taxpayer, any such payment that is subject to Section 409A and that would otherwise be payable within six months following the
Member’s Separation from Service shall be delayed and paid on the first day of the month following the six-month anniversary of the Member’s Separation from Service to the extent necessary to comply with Section 409A. If the Member
dies before 60 monthly payments have been made, payments under the Supplementary Pension Plan shall continue to his estate until 60 monthly payments have been made. 
 For the purposes of Articles 3, 4, and 6 of the present document, the pension amount due in accordance with the Base Plan shall be that which corresponds to the normal form of pension and shall exclude
the additional pension resulting from excess contributions of the Base Plan, if any. 
  

	8.	Optional Forms of Pension 

  

	(a)	For a Member other than a U.S. Taxpayer, if the Member elects (or is deemed to have elected) to receive the pension to which he is entitled in accordance with the Base
Plan under an optional form of payment provided by the Base Plan, he will be assumed to have elected the same option for the payment of the pension due in accordance with the Supplementary Pension Plan. 


  
  

	
	  
 9

Supplementary Pension Plan
 for
Designated Managers of Domtar Inc.,
 as in effect on March 7, 2007 including amendments up to April 30, 2013










 



 
  
 In this event, the payment
of the pension due in accordance with the Supplementary Pension Plan shall be made following the terms and conditions applicable under the Base Plan for the optional form of pension elected (or deemed to have been elected). However, if the Member
elects a form of pension under the DB Option of the Base Plan that has an Actuarial Equivalent Value greater than the Actuarial Equivalent Value of the pension under the normal form of payment under the Supplementary Pension Plan, the Supplementary
Pension Plan pension shall be reduced by the Actuarial Equivalent Value of such additional value under the Base Plan. 
  

	 	(b)	For a U.S. Taxpayer, the Member may elect to receive the pension to which he is entitled in any of the optional forms of payment provided under the Base Plan that
constitutes a “life annuity” within the meaning of U.S. Treas. Reg. 1.409A-2(b)(2)(ii). Any such election must be made prior to the date that any benefit is paid or provided under the Supplementary Pension Plan and must commence on the
same date that the normal form of payment described in Section 7 would otherwise have commenced (taking into account any six-month delay required under Section 7). 


Payment of the pension due in accordance with the Supplementary Pension Plan shall be the Actuarial Equivalent Value of the pension to
which the Member would otherwise be entitled under the normal form of payment described in Section 7. 
  

	9.	Death Before Commencement of Pension Payments 

 If a Member Separates from Service by reason of death before the commencement of his pension payments, his estate shall receive a single lump sum payment equal to the Actuarial Equivalent Value of the
benefits to which he would have been entitled under the Supplementary Pension Plan had he Separated from Service involuntarily for a reason other than death and just cause on the day of his death. Any such payment shall be made within 90 days of the
date of the Member’s death. 
 If a Member dies after Separation of Service and before the payment of any benefit under the Supplementary
Pension Plan and the Member is entitled to a deferred pension under Section 5, 6.2 or 6.5, his estate shall receive a single lump sum equal to the Actuarial Equivalent Value of the benefits to which he would otherwise be entitled to receive
under Section 5, 6.2 or 6.5 as applicable to the Member. Any such payment shall be made within 90 days of the date of the Member`s death. 
  

	10.	Death After Commencement of Pension Payments 

 Subject to Article 8, if a Member dies after payment of his pension, determined in accordance with Articles 3, 4, 5 or 6, as applicable, has commenced, the death benefits shall be determined in accordance
with the normal form of pension as described in Article 7. 

  
  

	
	  
 10

Supplementary Pension Plan
 for
Designated Managers of Domtar Inc.,
 as in effect on March 7, 2007 including amendments up to April 30, 2013










 



 
  
  

	11.	Disability 

 A Member who is considered
disabled under the Base Plan, and who continues, on that basis, to accrue Credited Service and pension credits under that plan, shall continue to accrue Credited Service for the purposes of the Supplementary Pension Plan. 

For the purposes of the Supplementary Pension Plan, a disabled Member is deemed to have Separated from Service on the date he Separated from Service
under the Base Plan. 
  

	12.	Administration 

 The HR Committee is
responsible for the administration of the Supplementary Pension Plan, the supervision of its application and the interpretation of its provisions. With respect to Members who are not U.S. Taxpayers, the HR Committee may, at its discretion, approve
other settlement options of benefits payable under this Supplementary Pension Plan. 
  

	13.	Funding 

 The Supplementary Pension Plan
is not funded. All benefits payable under the Supplementary Pension Plan are paid from the general funds of the Company. 
  

	14.	Non-Alienation of Benefits 

 No benefit
payable under the provisions of the Supplementary Pension Plan shall be in any manner capable of anticipation, surrender, commutation, alienation, sale, transfer, assignment, pledge, encumbrance or charge; nor shall any such benefit be in any manner
subject to the debts, contracts, liabilities, engagements or torts of the person entitled to such benefit, except as specifically provided in any applicable legislation. 

 

	15.	Conflicts or Inconsistencies 

 In the
event of any conflict or inconsistency between the provisions of the Supplementary Pension Plan and the provisions of the Base Plan, the provisions of the Supplementary Pension Plan shall prevail. 

 

	16.	Amendments 

 The Company reserves the
right to amend or terminate the Supplementary Pension Plan at any time. Subject to Section 17.6, no amendment or termination shall adversely affect any benefits that have accrued up to the effective date of such change, based on Earnings,
Credited Service and Base Plan accrued benefits up to that date, which effective date shall not precede the date on which the change is communicated to the Member. Notwithstanding the foregoing, any amendment to this Supplementary Pension Plan which
is the result of a change to the Base Plan shall take effect as of the same date as applicable in respect of the amendment to the Base Plan. 

  
  

	
	  
 11

Supplementary Pension Plan
 for
Designated Managers of Domtar Inc.,
 as in effect on March 7, 2007 including amendments up to April 30, 2013










 



 
  
  

	17.	General Provisions 

  

	17.1	Currency 

 All amounts under the
Supplementary Pension Plan shall be in Canadian currency. 
  

	17.2	Withholding and reporting 

 All
payments under the Supplementary Pension Plan are expressed on a pre-tax basis and shall be subject to applicable withholding tax and reporting pursuant to applicable legislation. 

 

	17.3	Interpretation 

 The
Supplementary Pension Plan shall be interpreted, with respect to a Member, in accordance with the laws of the same jurisdiction as applicable for purposes of the Member’s employment agreement with the Company, which is in force at the relevant
time, or in the absence of an employment agreement, with the law of the Province of Québec. 
  

	17.4	Entire Agreement 

 The
Supplementary Pension Plan supersedes and replaces any and all prior plans, agreements, arrangements or understandings between the Company and the Senior Executive Employee regarding any retirement benefits to be provided to the Senior Executive
Employee in excess of those that may be payable in accordance with the provisions of the Base Plans. 
  

	17.5	Severability 

 Should any of the
provisions of the Supplementary Pension Plan and/or conditions be illegal or not enforceable, it or they shall be considered severable and the Supplementary Pension Plan and the remaining conditions shall remain in full force and effect and be
binding upon the parties as though the said provision or provisions had never been included. 
  

	17.6	Enurement 

 The Supplementary
Pension Plan shall enure to the benefit of and be binding upon the respective successors of the parties hereto, and the heirs, administrators and legal representatives of the Member. 

 

	17.7	Section 409A 

 Neither the
Company nor any of its directors, officers or employees shall have any liability to a Member in the event Section 409A applies to any benefit paid or provided pursuant to the Supplementary Pension Plan in a manner that results in adverse tax
consequences for the Member or any of his or her beneficiaries or transferees. The HR Committee may unilaterally amend, modify or terminate any benefit provided under the Supplementary Pension Plan if it determines, in its sole discretion, that such
amendment, modification or termination is necessary or advisable to comply with applicable U.S. law as a result of changes in law or regulation or to avoid the imposition of an additional tax, interest or penalty under Section 409A. 


  
  

	
	  
 12

Supplementary Pension Plan
 for
Designated Managers of Domtar Inc.,
 as in effect on March 7, 2007 including amendments up to April 30, 2013










 



 
  

  
  

	
	  
 13

Supplementary Pension Plan
 for
Designated Managers of Domtar Inc.,
 as in effect on March 7, 2007 including amendments up to April 30, 2013