CLEARWATER PAPER CORPORATION (NYSE:CLW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Material Compensatory Contract with CEO
On February 8, 2019, Clearwater Paper Corporation (“Clearwater Paper” or the “Company”) and Linda K. Massman, President and Chief Executive Officer, agreed to certain employment terms.Ms. Massman and the Company intend to enter into a definitive employment agreement incorporating these agreed terms, which definitive agreement will be filed as an exhibit to a subsequent filing.The material employment terms are as follows.
The employment agreement will be for a term of 3 years beginning on January 1, 2019 (the “Effective Date”).Ms. Massman will be paid an initial annual base salary of $925,000 as of the Effective Date, subject to adjustment based on periodic executive compensation assessments undertaken by the Compensation Committee of the Board of Directors (“Compensation Committee”).She will be eligible for an annual bonus to the terms and conditions of Clearwater Paper’s annual incentive program (as described in the Company’s most recent definitive proxy statement) with an initial target annual bonus of 50% of annual base salary, subject to adjustment based on periodic executive compensation assessments undertaken by the Compensation Committee.Ms. Massman will be eligible to receive long-term incentive awards with an initial target aggregate principal value of at least $2,000,000, subject to Board discretion, in accordance with the Company’s long-term incentive program (as described in the Company’s most recent definitive proxy statement), subject to adjustment based on periodic executive compensation assessments undertaken by the Compensation Committee.
If Ms. Massman is terminated for any reason other than cause, death, disability, or retirement, or if she terminates her employment for good reason, she will receive (i) a cash severance payment equal to 18 months of base compensation; (ii) a pro-rated annual bonus for the termination year under the applicable bonus plan based on the Company’s performance; and (iii) 18 months of continued health and welfare benefit coverage.If Ms. Massman is terminated within two years of a change of control, she will receive (i) a cash severance payment equal to 2.5 times her then current base salary plus target annual incentive bonus; (ii) a pro-rated annual bonus for the termination year under the applicable bonus plan at her target amount; and (iii) 2.5 years of continued health and welfare benefit coverage.Ms. Massman will not receive an excise tax gross-up in connection with any change of control payments.In order to be entitled to receive any separation payments, Ms. Massman will be required to agree in writing to covenants prohibiting disclosure of confidential information, solicitation of customers and employees and engaging in competitive activity.
Ms. Massman will be entitled to participate in all of the Company’s employee benefit plans and programs on substantially the same terms and conditions as other senior executives.
Long Term Incentive Plan Form Agreement
On February 8, 2019, the Compensation Committee of the Board of Directors of the Company approved an updated form of the Company’s Performance Share Agreement to be used from time to time by the Company under its stock incentive plan.The updated form provides for pro-rated vesting based on the number of months the recipient was employed during the three-year performance period (1/36th vesting per month) upon a change of control provided the recipient is terminated without cause or terminates employment for good reason within one month prior to or 24 months following the change of control.
The above summary is qualified in its entirety by reference to the text of the Performance Share Agreement which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibit Index
Clearwater Paper Corp Exhibit
EX-10.1 2 clw-ex101_6.htm EX-10.1 clw-ex101_6.htm Exhibit 10.1 CLEARWATER PAPER CORPORATION PERFORMANCE SHARE AGREEMENT THIS PERFORMANCE SHARE AGREEMENT (this “Agreement”) is made and entered into as of [Grant Date] (the “Grant Date”) by and between CLEARWATER PAPER CORPORATION,…
To view the full exhibit click here
About CLEARWATER PAPER CORPORATION (NYSE:CLW)
Clearwater Paper Corporation manufactures quality consumer tissue, away-from-home (AFH), tissue, parent roll tissue, bleached paperboard and pulp at manufacturing facilities across the nation. The Company is a supplier of private label tissue to retailers and wholesale distributors, including grocery, drug, mass merchants and discount stores. In addition, the Company produces bleached paperboard used by quality-conscious printers and packaging converters. The Company operates through two segments: Consumer Products and Pulp and Paperboard. Its Consumer Products segment manufactures and sells a complete line of at-home tissue products in each tissue category, including bathroom tissue, paper towels, napkins and facial tissue. The Company also manufactures AFH and parent rolls for external sales. Its Pulp and Paperboard segment manufactures and markets bleached paperboard for the high-end segment of the packaging industry, and is a producer of solid bleach sulfate paperboard.
