Cambior Inc. - Exhibit 4.3 - Prepared by TNT Filings Inc.



 



STOCK OPTION PLAN FOR 

KEY EMPLOYEES 

OF CAMBIOR INC. AND ITS SUBSIDIARIES 


Unless the Board of Directors of the Company determines
otherwise, all options granted since March 17, 1986 by the Company to its
Employees (as defined in 1.4) are governed by the terms and conditions hereof.



1.
       
Definitions 



  For the purposes hereof, unless the context indicates
  otherwise, 

  
    1.1
    "Beneficiary" means an Employee to whom an Option has been granted under the
    Plan; 

    1.2
    "Board" means the Board of Directors of Cambior Inc.; 

    1.3
    "Company" means Cambior Inc. and its subsidiaries; 

    1.4
    "Employee" means any senior executive of the Company and any key employee of
    the Company designated as such by the Board; 

    
    1.5 "Expiry Date" means the date
    and time set by the Board at which the Option expires, such date being not
    later than ten years after the Option Granting Date; 

    1.6
    "Option" means an option granted to an Employee to purchase Shares under the
    Plan; 

    1.7
    "Option Granting Date" means the date on which the Board grants an Option
    under the Plan; 

    
    1.8 "Option Period" means a period
    of time set by the Board during which a Beneficiary may exercise an Option;
    the Option Period begins at the Option Granting Date, unless the Board
    determines otherwise, and expires on the Expiry Date; 

    1.9
    "Plan" means this Stock Option Plan for Key Employees of the Company; and
    

    
    1.10 
    "Shares" means the common
    shares of the share capital of the Company reserved for issuance under the
    Plan and which may be purchased by exercising an Option. 

  




2.
       
Purposes of the Plan 



  The purposes of the Plan are (i) to grant Employees of the Company options
  to purchase Shares of the Company in order to stimulate their productivity,
  thus 





	Stock Option Plan
    for Key Employees of Cambior Inc. and its subsidiaries	 
	Last reviewed:
    October 12, 2005	 
	 	
    Page 2





  furthering the growth and development of the Company, and
  (ii) to assist the Company in retaining and attracting experienced and
  competent Employees. 

  
  3. 
  Management of the Plan 

  
  The Plan shall be managed by the Board. The
  Board has full authority with respect to the interpretation of the Plan and
  the adoption of rules, provisions and other measures which it may consider
  necessary or advisable for the management of the Plan, including the authority
  to delegate its powers hereunder (except the power to grant Options) to the
  Human Resources Committee of the Board. 

  
  4. 
  Shares Subject to the Plan 

  
  
    4.1 The number of
    Shares which may be issued pursuant to the exercise of Options shall not
    exceed, subject to adjustment pursuant to Section 11 hereof, 5% of the total
    number of shares of the share capital of the Company issued and outstanding,
    or any greater number approved by resolution of the Board, as calculated on
    Option Granting Date. All Shares subject to Options which have expired
    without being exercised shall be available for any subsequent Option granted
    under the Plan. 

    4.2 Any single individual may not
    hold Options to acquire more than 5% of the outstanding common shares of the
    Company. 

  

  
  5. 
  Granting of Options 

  
  The Board shall, from time to time,
  designate the Beneficiaries and the number of Shares to be covered by each
  Option. A Beneficiary may hold more than one Option. The granting of each
  Option shall be evidenced by a letter from the Company addressed to the
  Beneficiary setting forth the number of Shares covered by such Option, the
  subscription price, the Option Granting Date, the Option Period and the Expiry
  Date. 

  
  6. 
  Subscription Price 

  
  The subscription price for each Share
  covered by an Option shall be fixed by the Board but shall be no less than the
  average of the closing prices of a common share of the Company on The Toronto
  Stock Exchange, for the five (5) business-day period immediately preceding the
  Option Granting Date. 

  
  7. 
  Option Period 

  
  Subject to Section 8, each Option shall be exercisable at
  any time during the Option Period; however: 






	Stock Option Plan
    for Key Employees of Cambior Inc. and its subsidiaries	 
	Last reviewed:
    October 12, 2005	 
	 	
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    7.1
    should a Beneficiary
    die while still employed by the Company, any and all restrictions applicable
    to his right of exercise shall be lifted as of the date of his death and
    furthermore any Option then outstanding shall expire at the end of the
    36-month period following the date of his death (but no later than the
    Expiry Date first established by the Board). 

    7.2
    should a Beneficiary
    take an early retirement from his employment with the Company between the
    ages of 55 and 59 inclusively, any and all restrictions applicable to his
    right of exercise shall be lifted immediately, save and except for any
    Option granted within the 12-month period preceding his date of early
    retirement, and furthermore any Option then outstanding shall expire at the
    end of the 24-month period following his date of early retirement (but no
    later than the Expiry Date first established by the Board). 

    7.3
    should a Beneficiary
    retire, at the normal age of 60 and thereafter, from his employment with the
    Company, any and all restrictions applicable to his right of exercise shall
    be lifted immediately and furthermore any Option then outstanding shall
    expire at the end of the 36-month period following his date of retirement
    (but no later than the Expiry Date first established by the Board). 
    

    7.4
    should a retired
    Beneficiary die, any Option then outstanding shall be transferred to his
    heirs and be exercisable under the same terms. 

    7.5
    should a Beneficiary
    resign or voluntarily leave his employment with the Company, except in the
    cases specifically mentioned in this section 7, any Option then outstanding
    shall expire on the 30th day following such resignation or voluntary
    departure or on such later date as the Board may determine (but no later
    than the Expiry Date first established by the Board); 

    7.6
    should the
    employment of a Beneficiary be terminated, except in the cases specifically
    mentioned in this section 7, any Option then outstanding shall expire on the
    90th day following such termination of employment or on such later date as
    the Board may determine (but no later than the Expiry Date first established
    by the Board); and 

    7.7
    should a Beneficiary
    be dismissed for cause such as disloyalty, wilful misconduct or gross
    negligence, as determined by the Board, any Option then outstanding and all
    the rights thereunder shall expire on the date of such dismissal. 
    

  

  The Beneficiary shall forfeit all rights under an Option if
  all or any portion thereof has not been exercised on or prior to the Expiry
  Date or if the Option Period has  





	Stock Option Plan
    for Key Employees of Cambior Inc. and its subsidiaries	 
	Last reviewed:
    October 12, 2005	 
	 	
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  not commenced prior to the date of his death or the date of
  termination of his employment with the Company. 

  Should there be a material change in the
  employment of a Beneficiary prior to the commencement of the Option Period,
  the Board may, in its sole discretion, reduce or abolish all rights or
  interests under the Option. For the purposes of this paragraph, a "material
  change in the employment" is deemed to have occurred on the date determined by
  the Board as being the date as of which a Beneficiary performs or is required
  to perform work or services as an Employee that the Board, in its sole
  discretion, determines to be of less value to the Company than the work or
  services to be performed by the Beneficiary on the Option Granting Date.
  

  
  8.
  Exercise of an
  Option 

  
  
    8.1
    Unless the Board
    determines otherwise, an Option may be exercised at any time during the
    Option Period. 

    8.2
    Should the Option be
    divided into portions exercisable over more than one year (for example, if
    20% of the Option is exercisable every year over a period of five years), a
    Beneficiary who exercises his Option for a lesser number of Shares than the
    number to which he is entitled during a given year, or who decides not to
    exercise his Option in a given year, has the right to exercise the
    unexercised portion of his Option during the following years of his Option
    Period. 

    8.3
    Notwithstanding the
    foregoing, an Option divided into portions shall become immediately
    exercisable in its entirety, at the sole discretion of the Beneficiary, in
    the event of an Acquisition Offer as defined in Schedule A hereto. The
    exercise of an Option under such circumstances shall be made in accordance
    with the terms and conditions of Schedule A hereto, which Schedule forms
    part of the Plan as if recited at length herein. 

    8.4
    Except as provided
    in 8.3, an Option shall be exercised by a Beneficiary by written notice to
    the Company setting forth the number of Shares in respect of which the
    Option is being exercised and specifying the address to which the
    certificate evidencing such Shares is to be delivered. Such notice shall be
    accompanied by a certified cheque made payable to the Company in the amount
    of the subscription price multiplied by the number of Shares so purchased.
    The Company shall cause a certificate for the number of Shares so purchased
    to be issued in the name of the Beneficiary and delivered to the address
    specified in the notice no later than 10 business days following the receipt
    of such notice and cheque.

  

  




	Stock Option Plan
    for Key Employees of Cambior Inc. and its subsidiaries	 
	Last reviewed:
    October 12, 2005	 
	 	
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  9.
  Non-assignability
  

  
  No Option or interest therein shall be assignable by the Beneficiary other
  than by will or by application of the law of successions. 

  
  10.
  Status of the
  Beneficiary 

  
  A Beneficiary shall not be entitled to exercise the rights
  of a shareholder of the Company in respect of any Shares covered by an Option
  until he becomes the registered holder of such Shares. 

  
  11.
  Consequences of an
  Amendment to the Share Capital 

  
  In the event of any amendment to the share capital of the
  Company affecting the Shares by way of stock dividend, stock split,
  reorganization, merger, consolidation, combination or exchange of shares, or
  any other similar change affecting the share capital of the Company, the Board
  shall make equitable adjustments to the maximum number or class of Shares
  issuable under the Plan, the number and type of Shares covered by outstanding
  Options and the subscription price of such Shares, as applicable. Such
  adjustment shall be conclusive and binding for all purposes under the Plan.
  

  
  12.
  Amendment and
  Termination 

  
  Subject to obtaining the prior approval of
  the Toronto Stock Exchange and of any other stock exchange on which the
  securities of the Company are trading, the Board may, at any time and from
  time to time, amend, suspend or terminate the Plan in whole or in part,
  provided, however, that the Board may not, without the approval of the holders
  of a majority of the common shares present and voting in person or by proxy at
  a meeting of shareholders of the Company, materially increase the benefits
  under the Plan, increase the number of Shares issuable under the Plan or
  materially modify the eligibility requirements of the Employees under the
  Plan. 

  No such amendment, suspension or termination
  of the Plan shall, without the consent of the Beneficiaries to whom Options
  shall theretofore have been granted, adversely affect the rights of such
  Beneficiaries. 




	Approved:	
    Annual General and Special Meeting of Shareholders, May 2, 1990
	Modified:	1.	Board of
    Directors, February 20, 1992
	 	2.	Board of
    Directors, February 16, 1995 - Annual General and Special Meeting of
    Shareholders, May 11, 1995.
	 	3.	Board of
    Directors, February 28, 1997.
	 	4.	Board of
    Directors, February 27 and April 30, 1998 - Annual General and Special
    Meeting of Shareholders April 30, 1998.
	 	5.	Board of
    Directors, February 22, 2002 and written resolution May 9, 2002 - Annual
    General and Special Meeting of Shareholders, May 7, 2002.
	 	6.	Board of
    Directors, December 15, 2004 - Annual General and Special Meeting of
    Shareholders, May 12, 2005.
	 	7.	Text only,
    October 12, 2005.
	 	 	 




	Stock Option Plan
    for Key Employees of Cambior Inc. and its subsidiaries	 
	Last reviewed:
    October 12, 2005	 
	 	
    Page 6




SCHEDULE
A


ACQUISITION
OFFER 



  1.
  For the purposes of
  this Plan: 

  
    1.1
    "Offer" or
    "Acquisition Offer" means a take-over bid, a take-over bid by way of an
    exchange of securities or an issuer bid (these three transactions having the
    meaning ascribed thereto under the Securities Act (Québec), as it is
    currently in effect or as it may be modified or reenacted thereafter (the
    "Act")) with respect to the common shares of the Company and which results
    in a person acquiring Control (as defined in 1.2) of the Company; such an
    Offer also includes an exempt offer under the Act; and 

    1.2
    "Control" means the
    holding by a person, other than as a creditor, of shares granting to such
    person more than 50% of the votes, thereby allowing such person to elect a
    majority of the Directors of the Company. 

  

  2.
  Subject to the
  following provisions, if an Offer is made, the Beneficiary may, at his
  discretion, by a notice to the Company, notwithstanding any conflicting
  provision of his Option, exercise his Option in whole or in part, by complying
  with the terms and conditions set forth in Section 8.4 of the Plan. The
  exercise of the Option shall be subject to the acceptance of the Offer by a
  sufficient number of shareholders to allow a person to acquire Control of the
  Company, such acceptance representing a condition precedent to the exercise.
  If, following the Offer, the Offeror does not succeed in acquiring Control of
  the Company: 

  
    i)
    the Option shall
    then be deemed never to have been exercised; 

    ii)
    the Shares to be
    issued following the exercise of the Option shall be deemed never to have
    been issued; and 

    iii)
    the Secretary and
    the transfer agent of the Company shall take all necessary steps to cause
    the Beneficiary to receive a new option with the same terms and conditions
    as the Option subject to the notice of exercise under this Section 2, and
    shall also make the necessary entries in the registers of the Company.
    

  

  3.
  If, prior to the expiry date of any Offer,
  the transfer agent of the Company receives from one or more of the major
  shareholders of the Company a notice in writing to the effect that they have
  not accepted and will not accept the Offer, thus leading to the conclusion
  that the offeror will not acquire Control of the Company, the provisions of
  Section 2 of this Schedule shall then apply to the Shares subject to the
  exercise of the Option mutatis
  mutandis.
  





	Stock Option Plan
    for Key Employees of Cambior Inc. and its subsidiaries	 
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    October 12, 2005	 
	 	
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  4.
  With respect to any
  Offer, if the offeror, for any reason whatsoever, does not take delivery of
  the shares subject to the Offer and does not pay the price of such shares, or
  if the offeror takes delivery of and pays for only a lesser number of shares
  than that tendered in acceptance of the Offer, thereupon: 

  
    4.1
    the Shares resulting
    from the exercise of the Option which are not so taken up and paid for shall
    be deemed never to have been issued; 

    4.2
    the provisions of Section 2 of this Schedule shall apply to such Shares not
    taken up and paid for, mutatis mutandis.
    

  

  5.
  As soon as possible
  following the announcement of any Offer, the Secretary shall give notice in
  writing to the Beneficiary indicating the substance of the provisions of this
  Schedule and attaching thereto a copy of the Offer and of any other document
  that the Company or the Secretary may, at their discretion, deem useful or
  necessary in order to allow the Beneficiary to exercise his rights hereunder.
  

  6.
  Any and all costs and
  expenses incurred by the Beneficiary and the Secretary in the administration
  of the provisions of this Schedule shall be borne by the Company.