Exhibit 10.10



 





EXHIBIT 10.10




	 	 	 
	

	 	Abitibi-Consolidated Inc.

1155 Metcalfe Street, Suite 800

Montréal, Québec, Canada H3B 5H2

Tel. 514-875-2160 Fax. 514-875-6284
	 
	 	 
	 

	 	Postal address:

Post Office Box 69

Montréal, Québec, Canada H3C 2R5






Mr. John Weaver



Dear John:




          Re: Severance Entitlements




          The purpose of this letter is to set out your entitlements in the event
that your employment is terminated without Just Cause in a circumstance other
than a circumstance involving a “Change of Control” of Abitibi-Consolidated Inc.
(“ACI”).




          If your employment is terminated without “Just Cause” or for “Good Reason”
following a Change of Control, your entitlement to severance payments and other
benefits will be covered by the terms of the Severance Compensation Agreement dated
September 26, 1995 between you and Abitibi-Price Inc. as amended by the Severance
Compensation Agreement dated May 30, 1997 (the “Change of Control Arrangements”).
For greater certainty, unless otherwise specified in this letter, all defined terms
will have the meaning ascribed to them in the Change of Control Arrangements.




          If your employment is terminated without Just Cause in a circumstance other
than a circumstance involving a Change of Control of ACI, you will be entitled to:





	 	•	 	your accrued and unused vacation entitlement;
	 
	 	•	 	your accrued and unpaid salary and bonus remuneration;
	 
	 	•	 	a cash amount equal to three times your annual
compensation. For purposes of this agreement, “annual
compensation” shall mean the annual base salary payable to you at
the end of the month immediately preceding the month in which
your employment is terminated plus the average annual bonus paid
to you in the two year period immediately prior to the calendar
year in which your employment was terminated;
	 
	 	•	 	your coverage under all of the Company benefit
plans, except for the long-
term disability plan, will cease on the earlier of three years
following the date
that your employment was terminated or the date that you accept
comparable
employment. Your coverage under the ACI long-term disability plan
will
cease 8 weeks after the date that your employment is terminated.
	 
	 	•	 	three years additional credited service in the ACI pension plan;




 









 











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	 	•	 	continued use of the automobile provided to you by ACI
for three years following the date of your termination. You will be
responsible for its maintenance and operating costs and ACI will continue
to insure the automobile;
	 
	 	•	 	all of your options will vest and they will continue to be
exercisable as if you continued to be employed by the Company;
	 
	 	•	 	your entitlements pursuant to the terms of the ACI Deferred
Share Unit and Performance Share Unit Plans will be determined in accordance
with the terms of those plans; and
	 
	 	•	 	You will be permitted to elect to relocate to the United
States. If you so elect, all costs and expenses that you incur will be subject
to the terms of the ACI relocation policy attached as Schedule “A” hereto.





          Except as provided above, where your employment has been terminated by you or terminated by
the Corporation for any reason, you will not be entitled, except to the extent required under any
mandatory employment standard under applicable employment legislation, to receive any payment as
termination pay, severance pay, pay in lieu of notice, or as damages. Except as to any entitlement
as provided above, you hereby waive any claim you may have against ACI for or in respect of
termination pay, severance pay, or on account of loss of office or employment or notice in lieu
thereof or damages in lieu thereof. Payments to you upon termination in accordance with this
agreement by ACI will be deemed to include and to satisfy entitlement to termination pay, vacation
pay and severance pay pursuant to the applicable employment legislation to the extent of those
payments. Receipt by you of payments in accordance with this agreement will be deemed to constitute
a full and final release and discharge by you of ACI, and all of its directors, officers and agents
(for each of whom ACI contracts as a trustee) from all claims in respect of your hiring by,
employment with and termination of employment with ACI. For greater certainty, you will, subject to
the terms of all applicable corporate law, continue to be indemnified by ACI for actions that you
undertook in your capacity as an executive of ACI.




          In addition, you agree as follows:





	 	•	 	For a period of three years after your termination in the
circumstance described above, you shall not, without the prior written consent
of ACI, directly or indirectly, be an owner, consultant, employee, officer,
director, advisor, partner, venturer, or agent of, or render or provide any
services to any corporation, trust, firm or partnership which competes in any
way, whether directly or indirectly, with the business of ACI in Canada or the
United States.
	 
	 	•	 	Notwithstanding the foregoing, nothing herein shall prevent you
from owning not more than 5% of the issued shares of a corporation, the shares
of which are listed on a recognized stock exchange or traded in the
over-the-counter




 









 











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	 	 	 	market in Canada or the United States, which carries on a business which is the same as or
substantially similar to or which competes with or would compete with the business of ACI or
any of its Subsidiaries.
	 
	 	•	 	You shall not for a period of 3 years following your termination,
directly or indirectly, contact or solicit any designated customers of
ACI or any of its subsidiaries for the purpose of selling to the
designated customers any products or services which are the same as or
substantially similar to, or in any way competitive with, the products
or services sold by ACI or any of its subsidiaries at the end of your
employment period. For the purpose of this section, a designated
customer means a person who was a customer of ACI or of any of its
subsidiaries during some part of your employment period.
	 
	 	•	 	You agree that for a period of three years following the date that
your employment is terminated, you will not, directly or indirectly,
employ or retain as an independent contractor any employee of ACI or
any of its subsidiaries or induce or solicit, or attempt to induce,
any such person to leave his/her employment.
	 
	 	•	 	You shall not at any time, directly or indirectly, use or disclose to
any person any confidential information provided, however, that
nothing in this section shall preclude you from disclosing or using
confidential information if:






	 	(a)	 	the confidential information is available to the public or in the public
domain at the time of such disclosure or use, without breach of this Agreement; or
	 
	 	(b)	 	disclosure of the confidential information is required to be made by any
law, regulation, governmental authority or court.






	 	•	 	You acknowledge and agree that the obligations under this section are
to remain in effect in perpetuity and shall exist and continue in full
force and effect notwithstanding any breach or repudiation, or alleged
breach or repudiation, of this Agreement by ACI.
	 
	 	•	 	You agree that for purposes of this Agreement, confidential
information shall mean: (i) all intellectual property (including trade
secrets); (ii) all information relating to ACI’s business policies,
strategies, operations, finances, marketing plans or business
opportunities; mergers and acquisitions, (iii) the identity of ACI’s
customers that became known to you during your employment, including,
without limitation, any customer lists or any information about the
business of ACI’s customers; and (iv) the identity of ACI’s suppliers
that became known to you during your employment.
	 
	 	•	 	You acknowledge that a breach or threatened breach by you of the
provisions set out above will result in ACI and its shareholders
suffering irreparable




 









 











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	 	 	 	harm which is not capable of being calculated and which cannot be fully or
adequately compensated by the recovery of damages alone. Accordingly, you agree
that ACI shall be entitled to interim and permanent injunctive relief, specific
performance and other equitable remedies, in addition to any other relief to
which ACI may become entitled.
	 
	 	•	 	You agree not to disclose the terms of this Agreement to
anyone other than your spouse, your financial advisor or your solicitor.





          All amounts payable to you hereunder are subject to all applicable deductions and
withholdings. If you wish to receive the amounts set out above in a more tax effective manner, ACI
will comply with any lawful direction that you may give concerning the payments.




          You acknowledge that you have had an opportunity to read and consider this Agreement and to
obtain such independent legal or other advice concerning the interpretation and effect of this
Agreement as you considered advisable.




          This Agreement will be governed by the laws of the Province of Quebec and the federal laws of
Canada applicable therein.




          The parties hereto acknowledge that they have expressly requested and are satisfied that this
Agreement and all related documents be drawn up in the English language. Les parties aux présentes
reconnaissent avoir expressément requis que la présente entente et les documents qui y sont
relatifs soient rédigés en anglais.




          Please indicate your acceptance of and your agreement to the terms of this letter by signing
as appropriate and returning to us a copy of this letter.





	 	 	 	 	 
	 	Yours truly,



ABITIBI-CONSOLIDATED INC.

 	 
	 	Per:	 /s/ (name unrecognizable)
 	 
	 	 	DIRECTOR 	 
	 	 	 
	 



          IN WITNESS WHEREOF I have hereunto set my hand and seal this 25th day of September, 2000.



	 	 	 	 	 	 	 
	SIGNED, SEALED AND DELIVERED 

in the presence of:

	 	)

)	 	 	 	 
	/s/ Jacques Vachon
 

WITNESS SIGNATURE

	 	)

)


	 	/s/ John Weaver 

John Weaver
	 l/s
	 
	 	 	 	 	 	 
	Jacques Vachon
 

PRINT NAME OF WITNESS

	 	)

)

	 	 	 	 
	 
	 	 	 	 	 	 
	4325 Montrose, Westmount
 

ADDRESS OF WITNESS

	 	)

)