**EXHIBIT 10.1****AGREEMENT**     THISAGREEMENT (this “Agreement”), is made and entered into as of the 10thday of May, 2006, effective as the 1st day of May, 2006, by and between BOWATER INCORPORATED, aDelaware corporation (the “Company”), and ARNOLD M.NEMIROW (the “Executive”).W I T NE S S E T H:     WHEREAS, the Executive retired as the President and Chief Executive Officer of the Companyeffective as of April 30, 2006, and in accordance with the requirements of Section 4.15 of theCompany’s By-Laws, resigned from the Board of Directors of the Company effective as of hisretirement; and     WHEREAS, at its meeting scheduled for May 10, 2006, the Board of Directors of the Company willre-elect the Executive as a Class II director of the Company and appoint him Chairman of the Boardof Directors of the Company; and     WHEREAS, the Executive and the Company have negotiated and agreed on the compensation andbenefits to be provided to the Executive for his continued service as Chairman and for hiscontinued consulting services for a limited period thereafter and desire to set forth theiragreement in writing.     NOW, THEREFORE, the parties hereby agree as follows:     1. Continued Services.     (a) The Executive shall serve as the non-executive Chairman of the Board of Directors of theCompany from May 10, 2006 through the end of the Company’s current fiscal year on December 31, 2006(the “Board Service Period”), at which time he will resign as Chairman and as a member of the Boardof Directors of the Company.     (b) During the twenty-four (24) month period beginning January 1, 2007 and ending December 31,2008 (the “Consulting Period”), the Executive shall function in an advisory and consulting capacityto the Company and shall assume and perform such advisory and consulting responsibilities andduties regarding major management matters and shareholder and governmental relations as may berequested by the Chief Executive Officer of the Company during normal business hours afterreasonable notice from the Company.     2. Fees and Other Benefits.     (a) The Company shall pay the Executive $50,000 per month for his services during the BoardService Period and the Consulting Period. The monthly fees shall be in lieu of all othercompensation and fees otherwise payable by the Company to its non-employee directors. TheExecutive’s right to receive such monthly fees shall terminate in the event the Executive’s deathor disability prior to the expiration of the Consulting Period.     (b) The Company shall promptly reimburse the Executive for reasonable business expensesincurred during the Board Service Period and the Consulting Period in performing serviceshereunder, including all expenses of travel and living expenses while away from home on businessor at the request of and in the service of the Company, provided that such expenses are incurredand accounted for in accordance with the policies and procedures established by the Company. Inaddition, during the Board Service Period, the Company shall reimburse the
 

 
Executive for the cost of maintaining an off-site office in the Greenville, South Carolina area andsecretarial and administrative support.     (c) The Amended and Restated Change in Control Agreement between the Company and theExecutive dated as of June 9, 2000 (the “CIC Agreement”) is amended to provide that in the eventthe Company enters into a definitive agreement or executes a letter of intent during the BoardService Period and the transactions contemplated by such definitive agreement or letter of intentresult in a “Change in Control” of the Company (as defined in the CIC Agreement), then upon theoccurrence of such Change in Control (whether before or after the Board Service Period), theExecutive shall be entitled to receive, in lieu of any amounts or benefits described in Section 4of the CIC Agreement, an amount equal to three (3) times the annualized fee ($600,000) paid to himduring the Board Service Period (a total of $ 1.8 million). The provisions of Section 5 of the CICAgreement shall remain in full force and effect with respect to any amounts paid to the Executivein connection with a Change in Control of the Company, including any amounts paid to him pursuantto this Paragraph 2(c).     3. Non-Competition. During the Board Service Period and the Consulting Period, theExecutive shall not directly or indirectly engage in Competition (as defined below) with theCompany; provided, that it shall not be a violation of this Paragraph 3 for the Executive to becomethe registered or beneficial owner of up to 5% of any class of the capital stock of a competingcorporation registered under the Securities Exchange Act of 1934, as amended, provided that theExecutive does not actively participate in the business of such corporation until such time as thiscovenant expires. For purposes of this Agreement, “Competition” by the Executive shall mean theExecutive’s engaging in, or otherwise directly or indirectly being employed by or acting as aconsultant or lender to, or being a director, officer, employee, principal, agent, stockholder(other than as specifically provided for herein), member, owner or partner of, or permitting hisname to be used in connection with the activities of any other business or organization thatproduces newsprint, coated mechanical or specialty papers, bleached kraft pulp or lumber productsin the United States or Canada.     4. Confidential Information. The Executive shall hold in a fiduciary capacity for thebenefit of the Company all trade secrets, confidential information, and knowledge or data relatingto the Company and its businesses, which were obtained by the Executive during the Executive’semployment by the Company or during the term of this Agreement. The Executive shall not, withoutthe prior written consent of the Company or as may otherwise be required by law or legal process,communicate or divulge any such trade secrets, information, knowledge or data to anyone other thanthe Company and those designated by the Company.     5. Termination. In the event the Executive (i) engages in an act of materialdishonesty, fraud, embezzlement, or breach of trust against the Company or an act which he knew tobe in violation of his duties to the Company (including the unauthorized disclosure ofconfidential information) or (ii) materially breaches this Agreement and such breach is notremedied within 10 days after written notice thereof by the Company, the Company shall be entitledto terminate this Agreement and the consulting relationship established hereby, immediately uponthe giving of written notice to the Executive of such termination specifying the grounds thereof.After the effective date of termination under this Paragraph 5, the Company shall have no furtherobligations under this Agreement, except to pay the amounts due the Executive hereunder as of sucheffective date.
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     6. Release of the Company. The Executive covenants and agrees that the Executivehereby irrevocably and unconditionally releases, acquits and forever discharges the Company, aswell as each of the Company’s officers, directors, employees, subsidiaries, and agents (theCompany and the Company’s officers, directors, employees, subsidiaries and agents beingcollectively referred to herein as the “Releasees”), or any of them, from any and all charges,complaints, claims, liabilities, obligations, promises, demands, costs, losses, debts, andexpenses (including attorneys’ fees and costs actually incurred), of any nature whatsoever, in lawor equity, arising out of the Executive’s employment with the Company or his retirement from suchemployment (other than any claim arising out of the breach by the Company of the terms of thisAgreement), including, without limitation, all claims asserted or that could be asserted by theExecutive against the Company in any litigation arising from summonses and complaints filed infederal, state or municipal court asserting any claim arising from any alleged violation by theReleasees of any federal, state, or local statutes, ordinances, or common law which the Executivenow has, owns, or holds, or claims to have, own, or hold, or which the Executive had, owned, orheld, or claimed to have, own or hold at any time before execution of this Agreement, against anyor all of the Releasees. Notwithstanding the foregoing, the Executive specifically does notrelease any(i) claim that may arise from the Company’s breach of this Agreement or (ii) any claimsfor the payment or provision of any and all benefits or payments under any of the Company’semployee benefit plans and programs in which the Executive participated during his employment bythe Company or as a retiree of the Company, including all rights under the Company’s tax-qualified401(k), compensatory and pension plans, non-qualified benefit restoration and supplemental plansand post-retirement medical plan, insurance and similar benefits.     7. Independent Contractor. In performing services under this Agreement, the Executiveshall be acting as an independent contractor and not as an employee or agent, and the Executiveshall not be considered an employee, of the Company within the meaning or the application of anyfederal, state or local laws or regulations, nor shall the Executive be entitled to seekcompensation, exercise any right or seek any benefits accruing to regular employees of theCompany. The Executive understands and agrees that the Company will not withhold from the feespayable to the Executive hereunder any sums for income tax, unemployment insurance, socialsecurity or any other withholding pursuant to any law or requirement of any governmental body andall of such withholdings and taxes are the Executive’s sole responsibility. The Executive shallnot have any right, power or authority to create, and shall not represent to any person that hehas the power to create any obligation, express or implied, on the Company’s behalf without theexpress prior written consent of the Company.     8. Notices. Any notice or other communications to be given hereunder shall be deemedto have been given or delivered when delivered by hand to the individuals named below or whendeposited in the United States mail, registered or certified, with proper postage andregistration or certification fees prepaid, addressed to the parties as follows (or to such otheraddress as one party shall give the other in the manner provided herein).     If to the Company, to:     Bowater Incorporated  55 East Camperdown Way  Post Office Box 1028  Greenville, South Carolina 29602-1028
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     Attention: General Counsel     If to the Executive, to the most recent address on the Company’s employment recordsfor the Executive.     9. Governing Law. The validity, interpretation, construction and performanceof this Agreement shall be governed by the substantive laws of the State of Delawarewithout regard to the choice of law provisions thereof.     10. Validity. The invalidity or unenforceability of any provision of thisAgreement shall not affect the validity or enforceability of any other provision of thisAgreement, which shall remain in full force and effect.     11. Entire Agreement. This Agreement constitutes the entire agreement betweenthe parties pertaining to the subject matter contained herein and supersedes any and allprior and contemporaneous agreements, representations, promises, inducements andunderstandings of the parties. This written Agreement cannot be varied, contradicted orsupplemented by evidence of any prior or contemporaneous oral or written agreements.Moreover, this written Agreement may not be later modified except by a further writingsigned by a duly authorized officer of the Company and the Executive.     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and yearfirst above written.        /s/ Arnold M. Nemirow       Arnold M. Nemirow         BOWATER INCORPORATED         By: /s/ Togo D. West, Jr.         Name: Togo D. West, Jr.   Title: Chairman — Human Resources and Compensation     Committee 
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