Clearwater Paper Corporation Restricted Stock Unit Agreement



 Exhibit 10.12(ii) 
 CLEARWATER PAPER CORPORATION 
 RESTRICTED STOCK UNIT AGREEMENT

 2008 STOCK INCENTIVE PLAN 
 THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made and entered into on the Grant Date specified in the attached Addendum to this Agreement, by and between Clearwater Paper
Corporation, a Delaware corporation (the “Corporation”), and the Employee named in the attached Addendum (the “Employee”). 
 W I T N E S S E T H: 
 WHEREAS, the Corporation maintains the Clearwater Paper
Corporation 2008 Stock Incentive Plan (the “Plan”), which is incorporated into and forms a part of this Agreement, and the Employee has been selected to receive a grant of Restricted Stock Units under Section 10 of the Plan;

 NOW, THEREFORE, for valuable consideration, the parties agree as follows: 
 1. Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms used in this Agreement shall have
the meanings set forth in this Section 1. Capitalized terms not defined in this Agreement shall have the same definitions as in the Plan. 
 (a) “Addendum” means the attached Addendum. 
 (b)
“Cause” means the occurrence of any one or more of the following: (i) the Employee’s conviction of any felony or any crime involving fraud, dishonesty or moral turpitude; (ii) the Employee’s participation in a
fraud or act of dishonesty against the Corporation, its Subsidiaries or Affiliates or any successor to the Corporation that results in material harm to the business of the Corporation, its Subsidiaries or Affiliates or any successor to the
Corporation; (iii) the Employee’s intentional, material violation of any contract between the Corporation, its Subsidiaries or Affiliates or any successor to the Corporation and the Employee, or any statutory duty the Employee owes the
Corporation, its Affiliates or any successor to the Corporation, in either case that the Employee does not correct within 30 days after written notice thereof has been provided to the Employee, (iv) the commission of an act by the Employee that
could (either alone or with other acts) be considered harassment or discrimination on the basis of gender, race, age, religion, sexual orientation or other protected category; or (v) the commission by the Employee of an alcohol or drug offense
in violation of the Corporation’s, or a Subsidiary’s or an Affiliate’s Substance Abuse Policy for salaried employees. 
 (c) “Disability” means the condition of the Employee who is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death
or which has lasted or can be expected to last for a continuous period of at least 12 months. 









 (d) “Double Trigger Event” means the Employee’s Service with the
Corporation or a Subsidiary or an Affiliate is involuntarily terminated without Cause or voluntarily terminated for Good Reason within one month prior to or 24 months following the effective date of a Change of Control. 
 (e) “Good Reason” means that one or more of the following are undertaken by the Corporation, its Subsidiaries or Affiliates
or any successor to the Corporation without the Employee’s written consent: (i) the assignment to the Employee of any duties or responsibilities that results in a material diminution in the Employee’s position or function as in effect
immediately prior to the effective date of a Change of Control; provided, however, that a change in the Employee’s title or reporting relationships shall not provide the basis for a voluntary termination with Good Reason;
(ii) a reduction, without the Employee’s written consent, by the Corporation, its Subsidiaries or Affiliates or any successor to the Corporation in the Employee’s annual base salary, as in effect on the effective date of the Change of
Control or as increased thereafter; (iii) any failure by the Corporation, its Subsidiaries or Affiliates or any successor to the Corporation to continue in effect (or substantially replace in the aggregate) any material benefit plan or program
in which the Employee was participating immediately prior to the effective date of the Change of Control (hereinafter referred to as “Benefit Plans”), or the taking of any action by the Corporation, its Subsidiaries or Affiliates or any
successor to the Corporation that would adversely affect the Employee’s participation in or reduce the Employee’s benefits under the Benefit Plan; provided, however, that no voluntary termination of Service with Good Reason
shall be deemed to have occurred if the Corporation, its Subsidiaries or Affiliates or any successor to the Corporation provide for the Employee’s participation in benefit plans and programs that, taken as a whole, are comparable to the Benefit
Plans; (iv) a relocation of the Employee’s business office to a location more than 50 miles from the location at which the Employee performs duties as of the effective date of the Change of Control, except for required travel by the
Employee on the Corporation’s, its Subsidiaries’ or Affiliates’ or any successor to the Corporation’s business to an extent substantially consistent with the Employee’s business travel obligations prior to the effective date
of the Change of Control; or (v) a material breach by the Corporation, its Subsidiaries or Affiliates or any successor to the Corporation concerning the terms and conditions of the Employee’s employment. 
 (f) “Grant Date” means the effective date of the Award of the Restricted Stock Units to the Employee, as specified in the
Addendum. 
 (g) “Retirement Plan” means the Clearwater Paper Salaried Retirement Plan. 
 (h) “Vesting Period” means the period specified in the Addendum. 
 2. Award. Subject to the terms of this Agreement and the Addendum, the Employee is hereby awarded a grant of Restricted Stock Units
in the number set forth in the attached Addendum (the “Award”). Except as otherwise set forth herein, the number of Shares actually payable to the Employee is contingent on the Employee’s continuous Service for the duration of the
Vesting Period. This Award has been granted pursuant to the Plan and is subject to all the terms and provisions thereof, a copy of which is attached and the terms and conditions of which are incorporated by reference into this Agreement. 

 

 2 








 3. Dividend Equivalents. During the Vesting Period, dividend equivalents shall be
converted into additional Restricted Stock Units based on the closing price of the Stock on the New York Stock Exchange on the dividend payment date. Such additional Restricted Stock Units shall vest or be forfeited in the same manner as the
underlying Restricted Stock Units to which they relate. 
 4. Settlement of Awards. Pursuant to Section 5 of this
Agreement, the Corporation shall deliver to the Employee one Share for each vested Restricted Stock Unit included in the Award and, as applicable, one share for each vested Restricted Stock Unit that corresponds to an accrued dividend equivalent.
Any vested Restricted Stock Units payable to the Employee (including Shares payable pursuant to Section 3 above) shall be paid solely in Shares. Any fractional Share will be rounded to the closest whole Share. 
 5. Time of Payment. Except for Shares issuable pursuant to Section 8, the Shares issuable for the vested Restricted Stock Units
shall be delivered to the Employee (or, in the case of the Employee’s death, to the Employee’s beneficiary or representative) as soon as practicable after the end of the Vesting Period (but in no event late than March 15 of the
calendar year following the year in which the Vesting Period ends). With respect to Shares issuable in connection with Restricted Stock Units that become vested pursuant to Section 8, such Shares shall be delivered to the Employee as soon as
practicable after (but no later than 60 days after) the date on which the Double Trigger Event occurs; provided however, that if the Employee’s Service with the Corporation, a Subsidiary or an Affiliate is involuntarily terminated without Cause
or voluntarily terminated for Good Reason on or prior to the date of the Change of Control to which the Double Trigger Event relates, then such Shares shall be delivered immediately prior to the consummation of such Change of Control. 
 6. Retirement, Disability, or Death During the Vesting Period. If the Employee’s employment with the Corporation or a Subsidiary
or an Affiliate terminates during the first year of the Vesting Period because of the Employee’s early or normal retirement and commencement of benefit payments under the Retirement Plan, due to his or her Disability or due to his or her death,
the Employee (or, in the case of the Employee’s death, the Employee’s beneficiary or representative) will be entitled to a prorated number of Shares, determined by multiplying the number of Restricted Stock Units subject to this Agreement
by a fraction, the numerator of which is the number of full months completed in the first year of the Vesting Period as of the date of termination, and the denominator of which is twelve. If the Employee’s employment with the Corporation or a
Subsidiary or an Affiliate terminates after the first year of the Vesting Period because of the Employee’s early or normal retirement and commencement of benefit payments under the Retirement Plan, due to his or her Disability or due to his or
her death, the Restricted Stock Units shall become immediately vested in full and payable in accordance with Sections 4 and 5 above. 
 7. Termination of Employment During the Vesting Period. If the Employee’s Service terminates during the Vesting Period for any reason other than as described in Section 6 or Section 8, this Agreement shall be
terminated automatically as of the date of such termination of Service and the Employee shall not become vested in any of the Restricted Stock Units subject to this Agreement. 
  

 3 








 8. Change of Control. If a Double Trigger Event occurs during the first year of the
Vesting Period, the Employee will be entitled to a prorated number of Shares, determined by multiplying the number of Restricted Stock Units subject to this Agreement by a fraction, the numerator of which is the number of full months in the first
year of the Vesting Period prior to the month in which the Double Trigger Event occurred, and the denominator of which is twelve. If a Double Trigger Event occurs after the first year of the Vesting Period, the Restricted Stock Units shall become
immediately vested in full and payable in accordance with Sections 4 and 5 above. 
 9. Available Shares. The Corporation
agrees that it will at all times during the term of this Agreement reserve and keep available sufficient authorized but unissued or reacquired Shares to satisfy the requirements of this Agreement. 
 10. Applicable Taxes. In the event the Corporation determines that it is required to withhold state or federal income taxes, Social
Security taxes, or any other applicable taxes as a result of the payment of the Shares, the Corporation will satisfy such withholding requirements by withholding of Shares otherwise payable upon the settlement of the Award, which Shares will have a
Fair Market Value (determined as of the date when taxes would otherwise be withheld in cash) not in excess of the legally required minimum amount of tax withholding. 
 11. Relationship to Other Benefits. Restricted Stock Units shall not be taken into account in determining any benefits under any pension, savings, disability, severance, group insurance or any
other pay-related plan of the Corporation or its Subsidiaries or Affiliates. 
 12. Required Deferral. In the event the
Award would cause the Employee to qualify as a “covered employee” pursuant to Section 162(m) of the Code, that portion of the Award that would exceed the amount deductible by the Corporation under Section 162(m) of the Code shall
be automatically deferred until the Employee’s compensation is no longer subject to Section 162(m) of the Code. Any portion of the Award so deferred shall be credited with dividend equivalents and shall be paid out as additional Shares in
the first calendar year in which the Corporation reasonably anticipates that deduction of the payment will not be barred by application of Section 162(m) of the Code. Any such deferral of the Award is intended to comply with Section 409A
of the Code. 
 13. Stockholder Rights. Neither the Employee nor the Employee’s beneficiary or representative shall
have any rights as a stockholder with respect to any Shares subject to this Agreement until such Shares shall have been issued to the Employee or the Employee’s beneficiary or representative. 
 14. Transfers, Assignments, Pledges. Except as otherwise provided in this Agreement, the rights and privileges conferred by this
Agreement shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of the Award, or of any right or privilege conferred by this Agreement, contrary to the provisions of this Section 14, or upon any attempted sale under any execution, attachment or similar process upon
the rights and privileges conferred by this Agreement, the Award and the rights and privileges conferred by this

  

 4 








 
Agreement shall immediately become null and void. However, this Section 14 shall not preclude: (i) an Employee from designating a beneficiary to succeed, after the Employee’s
death, to any rights of the Employee or benefits distributable to the Employee under this Agreement not distributed at the time of the Employee’s death; or (ii) a transfer of any Award hereunder by will or the laws of descent or
distribution. In that regard, any such rights shall be exercisable by the Employee’s beneficiary, and such benefits shall be distributed to the beneficiary, in accordance with the provisions of this Agreement and the Plan. The beneficiary shall
be the named beneficiary or beneficiaries designated by the Employee in writing filed with the Corporation in such form and at such time as the Corporation shall require. If a deceased Employee has not designated a beneficiary, or if the designated
beneficiary does not survive the Employee, any benefits distributable to the Employee shall be distributed to the legal representative of the estate of the Employee. If a deceased Employee has designated a beneficiary and the designated beneficiary
survives the Employee but dies before the complete distribution of benefits to the designated beneficiary under this Agreement, then any benefits distributable to the designated beneficiary shall be distributed to the legal representative of the
estate of the designated beneficiary. 
 15. No Employment Rights. Nothing in this Agreement shall be construed as giving
the Employee the right to be retained as an employee or as impairing the rights of the Corporation or a Subsidiary or an Affiliate to terminate his or her employment at any time, with or without cause. 
 16. Administration. The authority to manage and control the operation and administration of this Agreement shall be vested in the
Committee, and the Committee shall have all powers with respect to this Agreement as it has with respect to the Plan. Any interpretation of this Agreement by the Committee and any decision made by it with respect to this Agreement is final and
binding. 
 17. Interpretation/Applicable Law. This Agreement shall be interpreted and construed in a manner consistent
with the terms of the Plan and in accordance with the laws of the State of Delaware (without regard to choice of law principles). If there is any discrepancy between the terms and conditions of this Agreement and the terms and conditions of the
Plan, the terms and conditions of the Plan shall control. 
 18. Term of the Agreement. The term of this Agreement shall
end upon the earlier of (i) the delivery of all of the Shares or other consideration to be issued in exchange for the Restricted Stock Units (and accrued dividend equivalents) subject to the Award granted to the Employee or (ii) upon the
termination of the Employee’s Service for any reason other than retirement under the Retirement Plan, the Employee’s Disability or death or in connection with a Double Trigger Event. 
 [remainder of page intentionally left blank] 
  

 5 








 IN WITNESS WHEREOF, each party has or has caused this Agreement to be executed as of
the respective date set forth below. 
  

			
	CORPORATION:
	
	 Clearwater Paper Corporation,
 a Delaware corporation

		
	By:	 	 
	Name:	 	 
	Title:	 	 
	Date:	 	 
	
	EMPLOYEE:
	
	 
	[Name of Employee]
		
	Date:	 	 


  

 6