Severance Benefits and Other Consideration. Under Section 5(e) of your Employment Agreement with Cellu Tissue, dated May 8, 2006, and subsequently amended on January 18, 2010, September 15, 2010 and November 18, 2010 (the “Employment Agreement”), you are entitled to receive certain severance benefits (the “Severance Benefits”) upon your termination of employment with Cellu Tissue for Good Reason (as such term is defined in Section 5(e) of your Employment Agreement). Clearwater Paper will treat your resignation as of December 27, 2010 as satisfying all of the requirements for a resignation for Good Reason under your Employment Agreement. As provided under Section 5(e) of your Employment Agreement, payment of the Severance Benefits is conditioned on your execution and delivery of this Agreement, such that the Agreement becomes irrevocable (as described above) before the end of the sixty (60) day period which starts on the date of your termination from employment. This means that you will need to sign and deliver this Agreement no later than February 17, 2011, and not revoke this Agreement during the Revocation Period, in order to receive the Severance Benefits. You understand that your failure to execute and deliver this Agreement to me by February 17, 2011, or your revocation of this Agreement during the Revocation Period, will completely release and discharge Clearwater Paper from any and all obligations to provide the Severance Benefits.

Severance Benefits and Other Consideration. In consideration of Employee’s execution of this Agreement and the Release of Claims (as defined in Paragraph 10), each of which contains a general release of any and all known and unknown claims, SeaWorld agrees to pay Employee severance benefits as set forth in the SeaWorld Parks & Entertainment, Inc. Key Employee Severance Plan (the “Plan”) (incorporated by reference herein), unless otherwise provided herein. Such benefits include the following:

Severance Benefits and Other Consideration. Employee is entitled to the customary retirement benefits accrued by Employee under the terms of the employee benefit plans maintained by the Company in which Employee participated, which benefits shall not be inconsistent with those set forth on Exhibit 1 of this Agreement. In exchange for the receipt of the fully executed original of this Agreement and Employee's retirement with Company, Company also agrees to pay to Employee: (a) A lump sum severance payment in the amount of $750,000, to be paid at separation after the Employee's release herein is effective, subject to appropriate deductions as required by law. (b) A payment in an amount determined by reference to the 1999 award that Employee could have received under the Southern Energy Resources, Inc. Short-Term Incentive Plan, pro-rated based on the Effective Date of Termination, and payable no later than March 15, 2000. For purposes of determining this amount, the corporate component will be determined under the normal procedures for this Plan, and the individual component will be paid at 100% of the targeted amount. (c) Under the Southern Energy Resources, Inc. Deferred Incentive Compensation Plan, Employee will be paid his vested awards determined as of the Effective Date of Termination by June 30th after the year in which each of Employee's deferral elections in effect for such awards ends. (d) Under the Southern Energy Resources, Inc. Deferred Incentive Compensation Plan, Employee will continue to vest in outstanding and unvested awards determined as of the Effective Date of Termination. Each award will be paid by June 30th after the year in which each such award vests. (e) Under the Southern Energy Resources, Inc. Value Creation Plan, Employee will continue to vest in Employee's outstanding, unvested Appreciation Rights and Index Rights as of the Effective Date of Termination (estimated to be approximately 1,033,053). Employee must exercise all such Appreciation Rights by no later than the end of the first exercise window period following the year the last Appreciation Right vests and each such Indexed Right no later than the end of the first exercise window period following the year in which the last Appreciation Right vests. Employee may exercise vested Appreciation and Index rights anytime prior to the date the last Appreciation Rights vests. (f) Under the Southern Energy Resources, Inc. Value Creation Plan, Employee will be entitled to exercise Employee's vested Appreciation Rights determin...

Severance Benefits and Other Consideration

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Executive Perquisites, Benefits and Other Compensation Executive shall be entitled to receive additional benefits and compensation from the Company in such form and to such extent as specified below: (i) Payment of all premiums for coverage for Executive and his dependent family members under health, hospitalization, disability, dental, life and other insurance plans that the Company may have in effect from time to time, benefits provided to Executive under this clause (i) to be at least equal to such benefits provided to Metals executives. (ii) Reimbursement for all business travel and other out-of-pocket expenses reasonably incurred by Executive in the performance of his services pursuant to this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Executive upon submission of any request for reimbursement, and in a format and manner consistent with the Company's expense reporting policy. (iii) The Company shall provide Executive with other executive perquisites as may be available to or deemed appropriate for Executive by the Board and participation in all other Company-wide employee benefits as are available from time to time.
Compensation and Other Benefits Subject to the provisions of this Agreement, the Company shall pay and provide the following compensation and other benefits to the Executive during the Term as compensation for services rendered hereunder:
Vacation and Other Benefits Each Contract Year, Executive shall be entitled to four (4) weeks of paid vacation in accordance with Employer’s applicable policies and procedures for executive-level employees. Executive shall also be eligible to participate in and receive the fringe benefits generally made available to other executive-level employees of Employer in accordance with and to the extent that Executive is eligible under the general provisions of Employer’s fringe benefit plans or programs; provided, however, that Executive understands that these benefits may be increased, changed, eliminated or added from time to time during the Term as determined in Employer’s sole and absolute discretion.
Insurance and Other Benefits During the Employment Period, the Executive and the Executive’s dependents shall be entitled to participate in the Company’s insurance programs and any ERISA benefit plans, as the same may be adopted and/or amended from time to time (the “Benefits”). The Executive shall be entitled to paid personal days on a basis consistent with the Company’s other senior executives, as determined by the Board. The Executive shall be bound by all of the policies and procedures established by the Company from time to time. However, in case any of those policies conflict with the terms of this Agreement, the terms of this Agreement shall control.
Salary and Other Compensation As compensation for the services to be rendered by the Employee to the Company pursuant to this Agreement, the Employee shall be paid the following compensation and other benefits:
Expense Reimbursement and Other Benefits (a) During the term of Executive’s employment hereunder, pursuant to Applica’s Travel and Expense Policy and upon the submission of proper substantiation by the Executive, including copies of all relevant invoices, receipts or other evidence reasonably requested by Applica, Applica shall reimburse the Executive for all reasonable expenses actually paid or incurred by the Executive in the course of and pursuant to the business of Applica or any Affiliates. (b) Executive shall participate in Applica’s Group Health and Hospitalization Plan, Group Life Insurance Plan, Group Disability Insurance Plan and all other insurances, or insurance plans (collectively, the “Welfare Benefits”), and executive benefits and bonuses covering Applica’s executive officers as are now or may in the future be in effect, subject to applicable eligibility requirements. Additionally, Applica shall provide the Executive with life insurance in an amount equal to five times his Base Salary. During the Term, Applica shall pay for (i) the Executive’s annual dues in a country club and (ii) tax preparation and financial planning for the Executive on an annual basis up to a maximum of 1% of his base salary. (c) During the Term, Applica shall provide Executive with a monthly automobile allowance of $975. (d) During the Term, the Executive will be entitled to four weeks’ paid vacation for each year. The Executive will also be entitled to the paid holidays and other paid leave set forth in Applica’s policies. Vacation days and holidays during any fiscal year that are not used by the Executive during such Fiscal Year may not be carried over and used in any subsequent Fiscal Year.
Payment of Employment Taxes and Other Expenses Should City, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Division, or both, determine that Contractor is an employee for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by Contractor which can be applied against this liability). City shall then forward those amounts to the relevant taxing authority. Should a relevant taxing authority determine a liability for past services performed by Contractor for City, upon notification of such fact by City, Contractor shall promptly remit such amount due or arrange with City to have the amount due withheld from future payments to Contractor under this Agreement (again, offsetting any amounts already paid by Contractor which can be applied as a credit against such liability). A determination of employment status pursuant to the preceding two paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement, Contractor shall not be considered an employee of City. Notwithstanding the foregoing, Contractor agrees to indemnify and save harmless City and its officers, agents and employees from, and, if requested, shall defend them against any and all claims, losses, costs, damages, and expenses, including attorneys’ fees, arising from this section.
Servicing and Other Compensation The Servicer, as compensation for its activities hereunder, shall be entitled to receive, on or prior to each Distribution Date, the amounts provided for as the Servicing Fee and as reimbursement for Nonrecoverable Advances, Servicing Advances and reimbursement for Advances, all as specified by Section 5.09. The amount of compensation or reimbursement provided for shall be accounted for on a Mortgage Loan-by-Mortgage Loan basis. Additional servicing compensation in the form of assumption fees, prepayment fees and late payment charges shall be retained by the Servicer, to the extent permitted by applicable law. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees and expenses of the Trustee and any Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided in Sections 5.09 and 5.21.
No Other Severance Benefits Except as specifically set forth in this Agreement, the Employee covenants and agrees that he shall not be entitled to any other form of severance benefits from the Company, including, without limitation, benefits otherwise payable under any of the Company's regular severance policies, in the event his employment hereunder ends for any reason and, except with respect to obligations of the Company expressly provided for herein, the Employee unconditionally releases the Company and its subsidiaries and affiliates, and their respective directors, officers, employees and stockholders, or any of them, from any and all claims, liabilities or obligations under this Agreement or under any severance or termination arrangements of the Company or any of its subsidiaries or affiliates for compensation or benefits in connection with his employment or the termination thereof.
Servicing and Other Compensation; Compensating Interest (a) The Master Servicer, as compensation for its activities hereunder, shall be entitled to receive on each Distribution Date the amounts provided for by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e) below. The amount of servicing compensation provided for in such clauses shall be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash Liquidation or REO Disposition exceed the unpaid principal balance of such Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed Interest) at a per annum rate equal to the related Net Mortgage Rate (or the Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), the Master Servicer shall be entitled to retain therefrom and to pay to itself and/or the related Subservicer, any Foreclosure Profits and any Servicing Fee or Subservicing Fee considered to be accrued but unpaid. (b) Additional servicing compensation in the form of prepayment charges, assumption fees, late payment charges, investment income on amounts in the Custodial Account or the Certificate Account or otherwise shall be retained by the Master Servicer or the Subservicer to the extent provided herein, subject to clause (e) below. (c) The Master Servicer shall be required to pay, or cause to be paid, all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the Primary Insurance Policies, if any, to the extent such premiums are not required to be paid by the related Mortgagors, and the fees and expenses of the Trustee and any Custodian) and shall not be entitled to reimbursement therefor except as specifically provided in Sections 3.10 and 3.14. (d) The Master Servicer's right to receive servicing compensation may not be transferred in whole or in part except in connection with the transfer of all of its responsibilities and obligations of the Master Servicer under this Agreement. (e) Notwithstanding any other provision herein, the amount of servicing compensation that the Master Servicer shall be entitled to receive for its activities hereunder for the period ending on each Distribution Date shall be reduced (but not below zero) by an amount equal to Compensating Interest (if any) for such Distribution Date. Such reduction shall be applied during such period as follows: first, to any Servicing Fee or Subservicing Fee to which the Master Servicer is entitled pursuant to Section 3.10(a)(iii) and second, to any income or gain realized from any investment of funds held in the Custodial Account or the Certificate Account to which the Master Servicer is entitled pursuant to Sections 3.07(c) or 4.01(b), respectively. In making such reduction, the Master Servicer (i) will not withdraw from the Custodial Account any such amount representing all or a portion of the Servicing Fee to which it is entitled pursuant to Section 3.10(a)(iii) and (ii) will not withdraw from the Custodial Account or Certificate Account any such amount to which it is entitled pursuant to Section 3.07(c) or 4.01(b).

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