Exhibit 10.9**EMPLOYMENT AGREEMENT**     **THIS AGREEMENT**, is made as of this 25th day of January 2006, by and between BOWATERINCORPORATED, a Delaware corporation having a mailing address of 55 East Camperdown Way,Greenville, South Carolina 29601 (the “Corporation”), and Joseph B. Johnson, 208 Northbrook Way,Greenville, South Carolina 29615 (the “Executive”).     **WHEREAS**,the Corporation desires to employ the Executive as Vice President – Controller of theCorporation; and     **WHEREAS**,the Executive is desirous of serving the Corporation in such capacity;     **NOW, THEREFORE**, the parties hereto agree as follows:     1. Employment. During the term of this Agreement, the Corporation agrees to employthe Executive and the Executive agrees to be in the employ of the Corporation, in accordance withand subject to the provisions of this Agreement.     2. Term. (a) Subject to the provisions of subparagraphs (b) and (c) of thisSection 2, the term of this Agreement shall begin on the date hereof and shallcontinue thereafter until terminated by either party by written notice given tothe other party at least thirty (30) days prior to the effective date of anysuch termination. The effective date of the termination shall be the datestated in such notice, provided that if the Corporation specifies an effectivedate that is more than thirty (30) days following the date of such notice, theExecutive may, upon thirty (30) days’ written notice to the Corporation,accelerate the effective date of such termination.  (b) Notwithstanding Section 2(a), upon the occurrence of a Change inControl as defined in the Change in Control Agreement between theCorporation and the Executive (the “Change in Control Agreement”), the termof this Agreement shall be deemed to continue until terminated, but in anyevent, for a period of not less than three (3) years following the date ofthe Change in Control, unless such termination shall be at the Executive’selection for other than “Good Reason” as that term is defined in the Changein Control Agreement.  (c) Notwithstanding Section 2(a), the term of this Agreementshall end upon: (i) the death of the Executive;  (ii) the inability of the Executive to perform hisduties properly, whether by reason of ill-health, accident or othercause, for a
 

 
   period of one hundred and eighty (180) consecutive days orfor periodstotaling one hundred and eighty (180) days occurring within anytwelve (12) consecutive calendar months; or  (iii) the Executive’s retirement as of the retirement date.     3. Position and Duties. Throughout the term hereof, the Executive shall be employedas Vice President — Controller of the Corporation with the duties and responsibilities customarilyattendant to that office, provided that the Executive shall undertake such other and furtherassignments and responsibilities of at least comparable status as the Corporation may direct. TheExecutive shall diligently and faithfully devote his full working time and best efforts to theperformance of the services under this Agreement and to the furtherance of the best interests ofthe Corporation.     4. Place of Employment. The Executive will be employed at the Corporation’s officeslocated in Greenville, SC, or at such other place as the Corporation shall designate from time totime.     5. Compensation and Benefits. (a) Base Salary. The Corporation shall pay to theExecutive a base salary of $194,900.00 (Salary Grade 31) payable insubstantially equal periodic installments on the Corporation’s regular payrolldates. The Executive’s base salary shall be reviewed at least annually andfrom time to time may be increased (or reduced, if such reduction is effectedpursuant to across-the-board salary reductions similarly affecting allmanagement personnel of the Corporation).  (b) Incentive Plans. (i) Annual Incentive Plan. In addition tohis base salary, the Executive shall be eligible to receive an annualincentive award under the Corporation’s annual incentive plan in effectfrom time to time determined in the manner, at the time, and in theamounts set forth under such plan.  (ii) MTIP. The Executive shall be eligibleto participate in the Bowater Incorporated Mid-Term Incentive Plan, inaccordance with the plan terms, as modified from time to time, and forso long as such plan continues.  (iii) Stock-Based Incentive Compensation.Subject to the approval of the Board of Directors, the Executive shallbe eligible for an
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   annual award under a Bowater stock-based incentive program, asmodified from time to time, and for so long as such programcontinues. (c) Benefit Plans. The Corporation shall makecontributions on the Executive’s behalf to the various benefit plans andprograms of the Corporation in which the Executive is eligible to participatein accordance with the provisions thereof as in effect from time to time.  (d) Vacations. The Executive shall be entitled to paidvacation in keeping with the Corporate policy as in effect from time to time,to be taken at such time or times as may be approved by the Corporation.  (e) Expenses. The Corporation shall reimburse theExecutive for all reasonable expenses properly incurred, and appropriatelydocumented, by the Executive in connection with the business of theCorporation.  (f) Perquisites. The Corporation shall make available tothe Executive all perquisites to which he is entitled by virtue of hisposition.     6. Nondisclosure. During and after the term of this Agreement, the Executive shallnot, without the written consent of the Board of Directors of the Corporation, disclose or usedirectly or indirectly, (except in the course of employment hereunder and in furtherance of thebusiness of the Corporation or any of its subsidiaries and affiliates) any of the trade secrets orother confidential information or proprietary data of the Corporation or its subsidiaries oraffiliates; provided, however, that confidential information shall not include any informationknown generally to the public (other than as a result of unauthorized disclosure by the Executive)or any information of a type not otherwise considered confidential by persons engaged in the sameor similar businesses.     7. Noncompetition. During the term of this Agreement and for a period of one (1) yearafter the date the Executive’s employment terminates, the Executive shall not, without the priorapproval of the Board of Directors of the Corporation or its delegate, in the same or a similarcapacity engage in or invest in, or aid or assist anyone else in the conduct of any business (otherthan the businesses of the Corporation and its subsidiaries and affiliates) which directly competeswith the business of the Corporation and its subsidiaries and affiliates as conducted during theterm hereof. If any court of competent jurisdiction shall determine that any of the provisions ofthis Section 7 shall not be enforceable because of the duration or scope thereof, the partieshereto agree that said court shall have the power to reduce the duration and scope of suchprovision to the extent necessary to make it enforceable and this Agreement in its reduced formshall be valid and enforceable to the extent permitted by law. The Executive acknowledges that theCorporation’s remedy at law for a breach by the Executive of the provisions of this Section 7will be inadequate. Accordingly, in the event of the breach or threatened breach by the Executiveof this Section 7, the Corporation shall be entitled to injunctive relief in addition to any otherremedy it may have.
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     8. Severance Pay. If the Executive’s employment hereunder is involuntarily terminatedfor any reason other than those set forth in Section 2(c) hereof, then unless the Corporation shallhave terminated the Executive for “Cause”, the Corporation shall pay the Executive severance pay inan amount equal to twelve (12) months of the Executive’s base salary on the effective date of thetermination, plus 1/12 of the amount of the last bonus paid to the Executive under theCorporation’s annual incentive plan as applicable to the Executive, for each month in the periodbeginning on January 1 of the year in which the date of the termination occurs and ending on thedate of the termination and for each months’ base salary to which the Executive is entitled underthis Section 8, provided, however, that any amount paid to the Executive by the Corporation forservices rendered subsequent to the thirtieth (30th) day following the communication to theExecutive of notice of termination shall be deducted from the severance pay otherwise duehereunder.     The severance pay shall be paid in a lump sum as soon as administratively feasible followingthe Executive’s effective date of termination from employment, but in no event later than March 15following the year of termination, unless otherwise required by Internal Revenue Code Section 409Aor guidance issued thereunder. The severance pay shall be in lieu of all other compensation orpayments of any kind relating to the termination of the Executive’s employment hereunder; providedthat the Executive’s entitlement to compensation or payments under the Corporation’s retirementplans, stock option or stock-based incentive plans, savings plans, or bonus plans attributable toservice rendered prior to the effective date of the termination shall not be affected by thisclause and shall continue to be governed by the applicable provisions of such plans; and furtherprovided that in lieu hereof, at his election, the Executive shall be entitled to the benefits ofthe Change in Control Agreement between the Corporation and the Executive, if termination occurs ina manner and at a time when such Change in Control Agreement is applicable. For purposes of thisAgreement, the term for “Cause” shall mean because of gross negligence or willful misconduct by theExecutive either in the course of his employment hereunder or which has a material adverse effecton the Corporation or the Executive’s ability to perform adequately and effectively his dutieshereunder.     9. Notices. Any notices required or permitted to be given under this Agreement shallbe in writing and shall be deemed to have been given when delivered or mailed, by registered orcertified mail, return receipt requested to the respective addresses of the parties set forthabove, or to such other address as any party hereto shall designate to the other party in writingpursuant to the terms of this Section 9.     10. Severability. The provisions of this Agreement are severable, and the invalidityor unenforceability of any provision shall not affect the validity or enforceability of any otherprovision.     11. Governing Law. This Agreement shall be governed by and interpreted in accordancewith the substantive laws of the State of Delaware.
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     12. Supersedure. This Agreement shall cancel and supersede all prior agreementsrelating to employment between the Executive and the Corporation.     13. Waiver of Breach. The waiver by a party of a breach of any provision of thisAgreement shall not operate or be construed as a waiver of any prior or subsequent breach by any ofthe parties hereto.     14. Binding Effect. The terms of this Agreement shall be binding upon and inure tothe benefit of the successors and assigns of the Corporation and the heirs, executors,administrators and successors of the Executive, but this Agreement may not be assigned by theExecutive.IN WITNESS WHEREOF, the Corporation and the Executive have executed thisAgreement as of the day and year first above written.         **BOWATER INCORPORATED**               By /s/ James T. Wright   /s/ Joseph B.Johnson          8/2/06             James T. Wright   Joseph B. Johnson    Senior Vice President – Human Resources      
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