exv10w53






EXHIBIT 10.53




October 17, 2007




Mr. Joseph B. Johnson

208 Northbrook Way

Greenville, SC 29615




Re: Offer letter



Dear Joe,



I am pleased to offer you the position of Vice-President, Corporate Controller, in the new
AbitibiBowater, Inc. The following are details as agreed upon on this date:




Location:



For the time being, you may maintain an office in the Greenville, South Carolina area and you will
continue to be an employee of Bowater Incorporated, as well as AbitibiBowater. During this interim
time, you will be paid by Bowater Incorporated. However, you will be required eventually to
relocate to the head office located in Montreal. The effective relocation date will be discussed
and determined in the year 2008.




Effective Date:



The effective date is the closing of the merger (“Closing Date”). This offer is contingent on the
conclusion of the merger, your being authorized to work in Canada and subject to approval of the
Human Resources and Compensation Committee (“HRCC”) of the new company of various compensation
items.




Base Salary:



Your annual base salary, effective the date of the merger, will be US$270,000.




Incentives and Perquisites:



We will request that the HRCC approve compensation plan redesigns as soon as practical following
the closing. You will be eligible to participate in a short-term incentive plan with a target
level of 40% of your base salary. We expect to terminate the current 2007 Annual Incentive Plan on
the Closing Date and to pay the resulting bonus as soon as practicable. We will substitute a new
plan for the remainder of 2007 and all of 2008, emphasizing the achievement of synergies.



Additionally, we anticipate continuing annual equity grants of similar value as you currently
receive. We also anticipate a stock ownership requirement for key executives will be required.
Previous equity awards will roll-over into the new Company and will be paid according to the
initial payout schedule.







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You will be eligible for a perquisite allowance of US$7,000 per year as well as a complete annual
medical examination.




Benefits:




Group Insurance and Retirement Benefits:



As long as you have dependants that remain in the United-States, you will have the choice to
continue to participate in US group insurance and pension plans or to begin participation in the
Bowater Canadian group insurance and pension plans.



Please refer to Paula Ferreira, Carol Hinton or Aaron Whitlock for more details on the Canadian
Plans.




HR Policies and Procedures:



You will maintain your current vacation entitlement. You will also be entitled to all other Human
Resources policies applicable to the Montreal, Head office location.




Harmonization:



Following the merger, the new company intends to harmonize certain benefits offered to salaried
employees, which may lead to changes in the current benefits. You will be informed about any
changes at the appropriate time.




Relocation to Montreal:



In order to facilitate the relocation process, we have assigned Paula Ferreira to coordinate all
aspects of your relocation. Please feel free to contact her at your earliest convenience at (514)
954-2988 or ferreirap@bowater.com.



The international relocation policy, which is enclosed, governs the general terms and conditions of
your relocation to Montreal. The relocation benefits will include a lump sum of $83,587 as a
housing and cost of living offset, which will be payable only when you begin the relocation process
and will be subject to Canadian taxes. This payment includes an amount attributable to the higher
Canadian tax rate. In addition, considering your special circumstance, the Company will provide an
education allowance for a period of three years, up to a maximum of $15,000/per child per year.



In the event that you voluntarily terminate your employment or are terminated with cause, before
the first anniversary of the effective date of this offer letter, you agree to reimburse all
amounts incurred by the Company, computed on an aftertax basis, under the international relocation
policy for your relocation to Montreal, on a prorated basis based on time worked during the
one-year period.




Other:



Subject to the approval of the HRCC, you will be covered by a Change in Control agreement similar
to your current agreement as well as an employment contract.







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We are excited about the prospects of the combination of the two companies and look forward to
continuing to provide you with opportunities for personal and professional development.




Yours truly,




/s/ William G. Harvey




William G. Harvey

Senior Vice-President and Chief Financial Officer



To indicate your acceptance of this offer, please sign in the space provided below and return a
copy of this letter to Jim Wright’s attention.



(a) I have had an adequate opportunity to read and consider this offer of employment and to obtain
such legal or other advice in regard to it as I considered advisable; and



(b) I am signing this offer of employment voluntarily, without coercion, and without reliance on
any representation, expressed or implied, by AbitibiBowater other than those contained herein.



I accept the offer as above:




	 	 	 	 	 	 	 
	/s/ Joseph B. Johnson

	 	 	 	10-18-2007
	 	 
	 

	 	 	 	 	 	 
	Joseph B. Johnson

	 	 	 	Date	 	 







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