Form of Amendment No. 2 to the Cellu Parent Corporation 2006 Stock Option




 Exhibit 10.39 
 AMENDMENT NUMBER TWO 
 TO THE CELLU PARENT
CORPORATION 
 2006 STOCK OPTION AND RESTRICTED STOCK PLAN 
 Pursuant to Section 9 of the Cellu Parent Corporation (“Corporation”) 2006 Stock Option and Restricted Stock Plan
(“Plan”), the Corporation hereby adopts this Amendment Number Two to evidence the action of the Board of Directors of the Corporation approving the following amendment to the Plan: 
 § 1 
 By adding a new Section 12, IPO
Vesting and Put Right, to read as follows: 
 Effective upon the consummation of the initial public offering of the common
stock of Cellu Tissue Holdings, Inc. (“CT”) as described in the Registration Statement on Form S-1 (No. 333-162543) (the “Registration Statement”) filed with the Securities and Exchange Commission on October 16, 2009,
as amended from time to time (the “IPO”), (1) each Participant listed on Exhibit A to this Amendment (“Exhibit A Participant”) shall (upon consummation of the IPO) be deemed to have satisfied in full any performance-based
vesting condition (but not any time-based vesting conditions not otherwise satisfied as of the consummation of the IPO) for the Stock Options listed for such Exhibit A Participant on Exhibit A, (2) each Participant listed on Exhibit B to
this Amendment (“Exhibit B Participant”) and Stan Trevisan shall be eligible to exercise any Stock Options that are vested on or prior to the consummation of the IPO (“Vested Options”) pursuant to the terms of the applicable
Stock Option agreement using the cashless exercise program approved by the Administrator for this purpose, (3) each Exhibit B Participant who exercises his or her Vested Options during the three business days following the distribution
completion date of the IPO as defined under Regulation M (which shall be determined by CT) (such period, the “Put Period”)











 
will have the right at the time of such exercise to put to CT the shares of stock transferable upon such exercise (the “Transferable Shares”) (less any shares applied to satisfy the
exercise price or any applicable tax withholding) subject to the terms and conditions of this Section 12, (4) this right to put the Transferable Shares to CT (the “Put Right”) shall be effected at the initial public offering
price per share set forth on the cover of the final prospectus forming part of the Registration Statement (“IPO Price”) and shall be limited to the percentage of the Transferable Shares that is equal to the percentage of the total number
of shares of CT common stock held by Weston Presidio (following the conversion of any shares of the Corporation in connection with the IPO) that Weston Presidio sells in the IPO on the initial closing date of the IPO, (5) for any Exhibit B
Participant who elects to exercise his or her Vested Options using the cashless exercise program and to exercise the Put Right, the shares applied to satisfy the exercise price (and to satisfy any applicable tax withholding) will be treated as
having a fair market value equal to the IPO Price. The Administrator shall have the power to establish such procedures as the Administrator deems appropriate to effect this Section 12. If the IPO is not consummated, this Section 12 shall
be null and void ab initio. 
 § 2 
 Except as otherwise expressly amended by this Amendment, all the provisions of the Plan shall remain in full force and effect. 
 IN WITNESS WHEREOF, the Corporation has caused this Amendment Number Two to be executed by its duly authorized officer as of this
____ day of _________, 2009. 
  

			
	CELLU PARENT CORPORATION
		
	By:	 	 
		
	Title:	 	 


  

 2 









 Exhibit A 
 Participants Vested in Performance Based Options 
  
  

					
	 	 	 
	Name of Option Holder	 	 APF Performance Option
 Grant Date
  
	 	 Unvested
APF Performance
 Options Subject to
 Full Vesting

	 1.      Bambi Gorman
	 	4/13/09	 	71
	 2.      Stan Trevisan
	 	4/13/09	 	104
	 3.      D’Arcy Schnekenburger
	 	4/13/09	 	156
	 4.      Eddie Litton
	 	4/13/09	 	83
	 5.      Gregory P. Destiche
	 	4/13/09	 	65
	 6.      Gregory McNulty
	 	4/13/09	 	71
	 7.      Katherine Hendricks
	 	4/13/09	 	32
	 8.      Laura Luhm
	 	4/13/09	 	187
	 9.      Michael Roache
	 	4/13/09	 	52
	 10.    A. Michael
Barsevich
	 	4/13/09	 	71
	 11.    Anthony
Sanders
	 	4/13/09	 	52

  










 Exhibit B 
 Participants Eligible for Put Right 
  
 A. Michael Barsevich 
 Umberto DeCal 
 Gregory P. Destiche 
 Christopher R. Fiedler 
 Kevin M. French 
 Maria Lana Graham 
 Bambi Gorman 
 Katherine Hendricks 
 Eddie Litton 
 Laura Luhm 
 John McGrath 
 Gregory McNulty 
 Stephen Michalko 
 Michael Roache 
 Anthony Sanders 
 Keith Schenk 
 D’Arcy Schnekenburger 
 Deborah Swenson