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)

Long Term Incentive Plan Changes and Form Agreements

Clearwater Paper Corporation (the Company) is modifying its
long-term incentive program for 2017.The Companys named executive
officers will receive their 2017 long-term incentive plan awards
in the following proportions:

For named executive officers, the Company will use relative TSR
performance for the performance shares granted for the 2017-2019
period measured against the SP MidCap 400 Index, (excluding those
companies classified as members of the GICS Financials sector).In
addition, a majority of each 2017-2019 share grant will be based
in an objective company-wide financial metric as follows:

ROIC, or return on invested capital, will be measured over a
three year period to focus on the delivery of financial results
from the Companys strategic initiatives and related capital
expenditures.

On February 6, 2017, the Compensation Committee of the Board of
Directors of the Company approved updated forms of the Companys
Performance Share Agreement, Restricted Stock Unit Agreement and
Stock Option Agreement to be used from time to time by the
Company under its stock incentive plan.

Updates to all form agreements include changing accelerated
vesting upon the death, disability or retirement of any award
recipient to be based pro rata upon the full number of months in
the applicable vesting or performance period, rather than on
whether the accelerated vesting event occurs the first twelve
months of the awards or afterwards.

Changes to the Performance Share award form also include:

Changes to the RSU award form also include:

Changes to the Stock Option award form also include:

The above summaries are qualified in their entirety by reference
to the text of the Performance Share Agreement, Restricted Stock
Unit Agreement and Stock Option Agreement forms which are
attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively,
and are incorporated herein by reference.

Annual Incentive Plan Changes

The Companys Annual Incentive Plan (the Incentive Plan) is
designed to link compensation to annual Company performance by
awarding cash bonuses for achieving pre-established performance
goals.The Company is modifying its annual incentive program for
2017 to eliminate the individual component under the Annual
Incentive Plan for its named executive officers and for 2017 will
replace it with a Company-wide productivity component.This new
component is intended to incentivize the Companys named executive
officers to focus on productivity and the continued delivery of
financial results from the Companys strategic and operational
initiatives.Accordingly, 50% of the named executive officers
annual cash bonus will be based on objective, Company-wide
financial performance metrics.

For 2017, the Company performance measures for named executive
officers will be:

If the Company does not achieve the EBITDA threshold no cash
bonuses will be paid from the Annual Incentive Plan.

Based on a market assessment of comparable compensation programs,
the Company increased and capped the total amount participants in
the Annual Incentive Plan, including named executive officers,
could be awarded under the program to 200% of target based on
performance for 2017.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

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.

CLEARWATER PAPER CORPORATION (NYSE:CLW) Recent Trading Information

CLEARWATER PAPER CORPORATION (NYSE:CLW) closed its last trading session up +1.50 at 60.70 with 110,200 shares trading hands.