Exhibit 10.24



 





EXHIBIT
10.24









EXECUTIVE DEFERRED SHARE UNITS




PLAN




 









 





			
	Abitibi-Consolidated Inc.
	 	Executive Deferred

Share Unit Plan






TABLE OF CONTENTS




	 	 	 	 	 
	SECTION 1. GENERAL PROVISIONS
	 	 	1	 
	 
	 	 	 	 
	1.1 Purpose 
	 	 	1	 
	1.2. Definitions 
	 	 	1	 
	1.3. Effective Date 
	 	 	2	 
	1.4. Administration 
	 	 	2	 
	1.5.  Governing law
	 	 	2	 
	 
	 	 	 	 
	SECTION 2. ELECTION UNDER THE PLAN
	 	 	2	 
	 
	 	 	 	 
	2.1. Payment and Deferral of Annual Remuneration 
	 	 	2	 
	2.2. Adjustments and Reorganizations 
	 	 	3	 
	2.3. Termination of Service 
	 	 	4	 
	 
	 	 	 	 
	SECTION 3. GENERAL
	 	 	5	 
	 
	 	 	 	 
	3.1. Transferability of Awards
	 	 	5	 
	3.2. No Right Service 
	 	 	5	 
	3.3. Unfunded Plan 
	 	 	5	 
	3.4. Successors and Assigns 
	 	 	5	 
	3.5. Plan Amendment 
	 	 	5	 
	3.6. Plan Termination 
	 	 	6	 
	 
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SECTION 1. General Provisions





	1.1.	 	Purpose





          The purpose of the Abitibi-Consolidated Inc. Executive Deferred Share Unit Plan is to promote
a greater alignment of interests between eligible officers and executives of the Corporation and
the shareholders of the Corporation.





	1.2.	 	Definitions






	 	As used in the Plan, the following terms have the following meanings:






	 	(a)	 	“Board” means the Board of Directors of the Corporation;
	 
	 	(b)	 	“Committee” means the Human Resources Compensation Committee of the
Board, or such other persons designated by the Board;
	 
	 	(c)	 	“Common Share” means a common share of Abitibi-Consolidated Inc.;
	 
	 	(d)	 	“Corporation” means Abitibi-Consolidated Inc.;
	 
	 	(e)	 	“Deferred Share Unit” means a right granted by the Corporation to an Eligible
Executive to receive, on a deferred payment basis, a Common Share or the cash
equivalent of a Common Share on the terms contained herein;
	 
	 	(f)	 	“Eligible Executive” means any officer or executive of the Corporation or any
subsidiary of the Corporation determined to be an Eligible Executive pursuant to
paragraph 1.4;
	 
	 	(g)	 	“Executive’s Annual Incentive Remuneration” means all bonus amounts (if
any) payable to an Eligible Executive by the Corporation or a subsidiary of the
Corporation in respect of the services provided to the Corporation or subsidiary by
the Eligible Executive in any calendar year;
	 
	 	(h)	 	“Fair Market Value” means the average of the high and low prices per Common
Share at which Common Shares are traded on the principal Canadian stock
exchange on which the Common Shares are traded on the applicable day or, if such stock exchange is not open on such day, or if there are no prices per
Common Share quoted on such day, on the immediately preceding day on which
such stock exchange is open or there is a quoted price, as the case may be. If the
Common Shares are not listed on a stock exchange, the Fair Market Value shall
be the value established by the Committee based on the price per Common Share
on any other public exchange on which the shares are listed, or if the Common
Shares are not listed on any public exchange, by the Committee acting in good
faith;
	 
	 	(i)	 	“Filing Date” has the meaning ascribed to that term in paragraph 2.3(a);





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	 	(j)	 	“Final Payment” has the meaning ascribed to that term in paragraph 2.3(a);
	 
	 	(k)	 	“Plan” means the Abitibi-Consolidated Inc. Executive Deferred Share Unit Plan;
and
	 
	 	(l)	 	“Trustee” means a trustee of a trust or custodial account established by the
Corporation for the purpose of purchasing Common Shares pursuant to paragraph 2.3(a).






	1.3.	 	Effective Date






	 	The Plan shall be effective as of January 1, 2000.






	1.4.	 	Administration





          The Committee shall, in its sole and absolute discretion: (i) determine from time to time
which officers or executives of the Corporation or any subsidiary of the Corporation shall be
Eligible Executives for the purposes of the Plan; (ii) interpret and administer the Plan; (iii)
establish, amend and rescind any rules and regulations relating to the Plan; and (iv) make any
other determinations that the Committee deems necessary or desirable for the administration of the
Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency
in the Plan in the manner and to the extent the Committee deems, in its sole and absolute
discretion, necessary or desirable. Any decision of the Committee with respect to the
administration and interpretation of the Plan shall be conclusive and binding on the Eligible
Executive.





	1.5.	 	Governing Law





          The Plan shall be governed by and construed in accordance with the laws of the Province of
Québec and the federal laws of Canada applicable therein.




SECTION 2. Election under the Plan





	2.1.	 	Payment and Deferral of Annual Remuneration





          Subject to such rules, approvals and conditions as the Committee may impose, an Eligible
Executive may elect to receive the Executive’s Annual Incentive Remuneration, in whole or in part,
in the form of Deferred Share Units or cash.





	 	(a)	 	Method of Electing. To elect a form or forms of payment of an Executive’s
Annual Incentive Remuneration, the Eligible Executive shall complete and deliver to
the Secretary of the Corporation a written election by no later than December 31 of
the calendar year preceding the calendar year in which the Executive’s Annual
Incentive Remuneration becomes payable. The Eligible Executive’s written election
shall designate the percentage of the Executive’s Annual Incentive Remuneration for
the applicable calendar year that is to be





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	 	 	 	deferred into Deferred Share Units and the percentage to be paid in cash. In the
absence of a designation to the contrary, the Eligible Executive’s election for the
latest calendar year with respect to the percentage of the Executive’s Annual
Incentive Remuneration that is to be deferred into Deferred Share Units and the
percentage that is to be paid in cash shall continue to apply to all subsequent
Executive’s Annual Incentive Remuneration payments until the Eligible Executive
submits another written election in accordance with this paragraph. An Eligible
Executive shall only file one election in respect of the Executive’s Annual
Incentive Remuneration payable in any calendar year and the election shall be
irrevocable for that year. If no election is made, and no prior election remains
effective, the Eligible Executive shall be deemed to have elected to be paid all the
Executive’s Annual Incentive Remuneration for the applicable calendar year in cash.
	 
	 	(b)	 	Payment of Executive’s Annual Incentive Remuneration. The portion of the
Executive’s Annual Incentive Remuneration shall be paid in cash or credited as
Deferred Share Units, as elected by the Eligible Executive, on the date on which bonus
payments are payable under the applicable bonus arrangement.
	 
	 	(c)	 	Deferred Share Units. Deferred Share Units elected by an Eligible Executive
pursuant to the Plan shall be credited to an account maintained for the Eligible
Executive by the Corporation. The number of Deferred Share Units (including
fractional Deferred Share Units) to be credited on each of the dates prescribed by
paragraph 2.1(b) shall be determined by dividing the amount of the Executive’s
Annual Incentive Remuneration to be deferred into Deferred Share Units on such
date by the Fair Market Value per Common Share on such date.
	 
	 	(d)	 	Dividends. When dividends are paid on Common Shares, an Eligible Executive
shall be credited with dividend equivalents in respect of Deferred Share Units
credited to the Eligible Executive’s account as of the record date for payment of
dividends. Such dividend equivalents shall be converted into additional Deferred
Share Units (including fractional Deferred Share Units) based on the Fair Market
Value per Common Share on the date credited.






	2.2.	 	Adjustments and Reorganizations





          In the event of any stock dividend, stock split, combination or exchange of shares, merger,
consolidation, spin-off or other distribution (other than normal cash dividends) of the
Corporation’s assets to shareholders, or any other change in the capital of the Corporation
affecting Common Shares, such proportionate adjustments, if any, as the Committee in its discretion
may deem appropriate to reflect such change, shall be made with respect to the number of Deferred
Share Units outstanding under the Plan.




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	2.3.	 	Termination of Service






	 	(a)	 	Termination of Service. An Eligible Executive who has retired from all
positions with the Corporation and any subsidiary of the Corporation as officer,
executive and director, or who, except as a result of death, has otherwise ceased to
hold any such positions with the Corporation and any such subsidiaries, may redeem the
Deferred Share Units credited to the Eligible Executive’s account by filing with the
Secretary of the Corporation a notice of redemption of the Deferred Share Units in the
prescribed form on or before December 15 of the first calendar year commencing after
the date the Eligible Executive retires from or otherwise ceases to hold such
positions. If the Eligible Executive fails to file a notice of redemption of the
Deferred Share Units on or before such December 15, the Eligible Executive shall be
deemed to have filed with the Secretary of the Corporation a notice of redemption on
such December 15. The date on which a notice of redemption is filed or deemed to be
filed with the Secretary of the Corporation is the “Filing Date”. The notice of
redemption filed by the Eligible Executive shall specify that the Eligible Executive
has elected to receive either: (i) a lump sum cash payment (net of any applicable
withholdings) (the “Final Payment”) equal to the number of Deferred Share Units
credited to the Eligible Executive’s account as of the Filing Date multiplied by the
Fair Market Value per Common Share on the Filing Date; or (ii) the number of Common
Shares that may be purchased with the Final Payment on the basis set out in this
paragraph below by the Trustee. The Eligible Executive may also elect on the notice of
redemption to receive a percentage of the Final Payment in cash and the remaining
percentage of the Final Payment by the purchase of Common Shares, in either case in
accordance with the preceding sentence as appropriately amended. If a notice of
redemption is deemed to be filed or the notice of redemption filed does not specify
receipt of cash or Common Shares, the Eligible Executive shall be deemed to have
elected to receive the entire payment in cash. Within 7 days following the Filing
Date, the Corporation shall either: (i) if the Eligible Executive elected to receive
all or a portion of the Final Payment, make such payment to the Eligible Executive;
or (ii) if the Eligible Executive elected to receive Common Shares, contribute all or
the appropriate portion of the Final Payment to the Trustee and require the Trustee to
use such amount as soon as practicable thereafter to purchase Common Shares on the
principal Canadian stock exchange on which the Common Shares are traded. An amount
that would otherwise give rise to fractional shares shall be paid in cash.
	 
	 	(b)	 	Death of Eligible Executive. In the event of the death of an Eligible
Executive, the Corporation shall, within 90 days of the Eligible Executive’s death,
make a lump sum cash payment to or for the benefit of the legal representative or
beneficiary of the Eligible Executive. The lump sum cash payment shall equal the
number of Deferred Share Units credited to the Eligible Executive’s Account on the
date of payment multiplied by the Fair Market Value per Common Share on the day
immediately preceding the date of payment. If permitted by applicable law, the
Eligible Executive may appoint a beneficiary of his rights under the Plan.





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	 	 	 	“Beneficiary” for the purpose of the Plan means a person who is a relation or
dependent of the Eligible Executive.
	 
	 	(c)	 	Death of Eligible Executive after Retirement. If an Eligible Executive dies
after ceasing to hold all positions as officer, executive and director of the
Corporation or any of its subsidiaries but before filing a notice of redemption with
the Secretary of the Corporation, paragraphs 2.3(a) and (b) shall apply with such
modifications as the circumstances require provided that, in no event shall payment be
made later than December 31 of the first calendar year commencing after the Eligible
Executive ceases to hold the aforementioned positions.





SECTION 3. General





	3.1.	 	Transferability of Awards





          Rights respecting Deferred Share Units shall not be transferable or assignable other than by
will or the laws of descent and distribution.





	3.2.	 	No Right to Service





          Neither participation in the Plan nor any action under the Plan shall be construed to give
any Eligible Executive a right to be retained as an employee, officer or otherwise in the service
of the Corporation.





	3.3.	 	Unfunded Plan





          Unless otherwise determined by the Committee, the Plan shall be unfunded. To the extent any
individual holds any rights by virtue of an election under the Plan, such rights (unless otherwise
determined by the Committee) shall be no greater than the rights of an unsecured general creditor
of the Corporation.





	3.4.	 	Successors and Assigns





          The Plan shall be binding on all successors and assigns of the Corporation and an Eligible
Executive, including without limitation, the estate of such Eligible Executive and the legal
representative of such estate, or any receiver or trustee in bankruptcy or representative of the
Corporation’s or Eligible Executive’s creditors.





	3.5.	 	Plan Amendment





          The Board may amend the Plan as it deems necessary or appropriate, but no such amendment
shall, without the consent of the Eligible Executive or unless required by law, adversely affect
the rights of an Eligible Executive with respect to Deferred Share Units to which the Eligible
Executive is then entitled under the Plan.




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	3.6.	 	Plan Termination





          The Board may terminate the Plan at any time, but no such termination shall, without the
consent of the Eligible Executive or unless required by law, adversely affect the rights of an
Eligible Executive with respect to Deferred Share Units to which the Eligible Executive is then
entitled under the Plan.




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APPENDIX 2 — Financial Performance Criterion, Comparator Group and Ranking Schedule for
grant




[appropriate information from HRCC approved guidelines to be inserted for each grant]





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