Offer Letter between Jacques Vachon and AbitibiBowater Inc



 Exhibit 10.2 

 

			
	 




	  	 111 Duke Street, Suite 5000

Montréal, Québec, H3C 2M1 Canada
 T
514-875-2160 resolutefp.com


 March 19, 2012 
 Mr. Jacques Vachon 
 484 Wood Avenue 
 Westmount, Quebec 
 H3Y 3J2 

 

	Re:	Terms and Conditions of Employment between Jacques Vachon and AbitibiBowater Inc. 


Dear Jacques, 
 I am pleased to confirm our
offer of employment regarding the position of Senior Vice President, Corporate Affairs and Chief Legal Officer in Resolute Forest Products, effective March 1, 2012. 
 The terms and conditions, as it applies to your compensation package, are described below: 

Annual Base Salary 
 Your base
salary has been increased, effective February 3, 2012, to an annual rate of CDN$325,000, payable in semi-monthly installments less applicable deductions. The semi-monthly installments will be deposited directly into your personal bank account.

 Position Classification 
 Your position of Senior Vice President, Corporate Affairs and Chief Legal Officer, will be classified in Grade 43 under Resolute Forest Products’ Job/Salary Structure. 

Short Term Incentive 
 You are
eligible to incentive awards pursuant to short term incentive plans adopted by the Company from time to time. For 2012, any payout under the 2012 Short Term Incentive Plan will be calculated using an incentive target of 100% of your annual base
salary, provided that the overall maximum incentive payout pursuant to this Plan may not exceed 7% of the free cash flow generated by the Company in 2012. 
 Long Term Incentive 
 You are eligible to receive grants under the AbitibiBowater
Inc. 2010 Equity Incentive Plan, as determined by the Board of Directors from time to time, at its discretion. The target award for your job grade is current set at 125% of your annual base salary. Note that the Company has adopted Stock Ownership
Guidelines. Pursuant to these guidelines, you are required to hold the equivalent of 2.5 times your annual base salary in Company stock. Please refer to the attached for more details. 








			
	 




	  	 111 Duke Street, Suite 5000

Montréal, Québec, H3C 2M1 Canada
 T
514-875-2160 resolutefp.com


 Pension Plan 
 Your participation in the AbiBow DC Pension Plan and DC Make Up Program remains unchanged. As previously communicated, the AbitibiBowater 2010 DC Supplemental Executive Retirement Plan will be liquidated
in the coming months and you are covered by the Security Protocol with respect to your benefits accrued under the AbitibiBowater 2010 Canadian DB Supplemental Executive Retirement Plan. 
 Health and Insurance Benefits 
 Your participation under the Company’s Health
and Insurance Benefits through our Canadian FlexBenefits program remains unchanged. 
 Vacation 

Effective January 1, 2012, you will be eligible to take 5 weeks of paid vacation per year, in accordance with the Company’s 2012 Vacation
Policy. 
 Other Benefits 

You will continue to be eligible to a company-paid parking and to receive a perquisite allowance of CDN$12,000 per year. Also, you and your spouse are
eligible for an annual medical examination, up to $1,500 each. In addition, medical referral, including vaccination, for yourself, your spouse or a dependent child, is covered up to $1,000 per calendar year. 

I look forward to your formal acceptance of this offer. 
  

	
	 /s/ Richard Garneau

	 Richard Garneau

	 President and Chief Executive Officer


 I have read the herein letter and hereby accept these terms and conditions. 

 

					
	 /s/ Jacques Vachon
	 		  	March 29, 2012
	 Jacques Vachon
	 		  	Date