EXHIBIT 4.6
CEO EMPLOYMENT CONTRACT
September 14, 2004
Xx. Xxxxxxx Xxxx
0000 Xxxxxxxxx Xxxx
Xxxxxxxx, XX
X0X 0X0
Dear Xxxxxxx:
On behalf of the Board Of Directors of Western Forest Products Inc., we are very
pleased to offer you the position of President and Chief Executive Officer of
the Company. This offer of employment is subject only to final referencing and
we would be delighted with your acceptance.
COMPENSATION
Your base salary will be Three Hundred and Seventy-Five Thousand Dollars
($375,000 CDN) per annum, paid on a bi-weekly basis. Your salary will be
reviewed following your 2005 Performance Review and increasing to a minimum of
$400,000 CDN for calendar year 2006. It is anticipated that Performance Reviews
would be completed during the first quarter of each year.
INCENTIVE COMPENSATION
You will be eligible to participate in the Corporate Bonus Plan, with a bonus
target of 50% of your base salary. Any payments under the Corporate Bonus Plan
will depend upon corporate and personal performance and based on objectives
mutually agreed between the Management Resources and Compensation Committee on
behalf of the Board of Directors and yourself. All bonuses will be paid
according to the terms of the plan.
In order to compensate you for incentive compensation relating to your 2004
performance that may have been due you from your current employer, you will
receive a one-time cash payment of One Hundred and Twenty-Five Thousand Dollars
($125,000 CDN) on January 1, 2005.
BENEFITS
You will be entitled to participate in the Corporation's existing benefit
program for Executives effective from your start date. The details of which will
follow under separate cover.
PENSION
You will be entitled to participate in the existing Western Forest Products
Executive Pension Plan the details of which will follow under separate cover.
SHARE OPTION PLAN
You will be eligible to participate in the Company's Incentive Share Option
Plan. The number of common shares to be granted under the option, the date of
any grant and the strike price of the options will all be determined by the
Board under the terms and conditions of the Company's Plan. All other terms of
the grant of options will be determined by the Plan document. We will provide
you with an option grant that has a term of ten years with vesting over a five
year period. You will be provided with 250,000 options, to be priced and granted
as of your start date.
Your participation under the Incentive Share Option Plan will be reviewed
following your 2005 Performance Review and an additional grant will be provided
during the first quarter of 2006 under the terms of the Plan with a minimum of
75,000 additional options.
RELOCATION
You will be provided with a relocation program which will include the sale of
your home in Kamloops (real estate fees and legal costs), movement of your
personal furnishings to your new home and legal costs associated with the
purchase of your new home. A sundry allowance equal to one half months base
salary will be provided for other moving costs. Interim accommodation will be
provided subject to prior approval.
VEHICLE ALLOWANCE
Vehicle Allowance will be provided at $1,200 CDN per month.
START DATE
Your start date will be no later than October 25, 2004 with the intention of
commencing sooner, subject to your negotiated notice period.
SEVERANCE PACKAGE
In the event of termination without cause, you will be provided a separation
payment equal to 24 months of salary plus bonus based on the average of bonus
history over the past three years or shorter, if applicable. This payment is
inclusive of all obligations by the Company. Vested options must be exercised
within 90 days of termination.
CHANGE OF CONTROL
In the event of a change in control of Western Forest Products, you will be
entitled, for a period of 90 days, thereafter, to resign your employment and
receive the Severance Package referred to above. Additionally, all unvested
options will vest and you will be entitled to exercise all options for a period
of 90 days. For the purposes of this clause, change of control shall mean either
(i) the acquisition of 50% or more of the total voting control of the
Corporation by any person other than an existing shareholder or (ii) a merger of
the Corporation with any other corporation which results in the voting
securities of the Corporation representing less than 50% of the voting power
of the surviving entity.
EMPLOYMENT AGREEMENT
You and the Board may wish to clarify details relative to this offer in a
separate document. In no case will such clarifications reduce the values of this
offer.
The foregoing terms and conditions are accepted this 15 day of Sept.,
2004.
/s/ X. Xxxxx Xxxxxx /s/ X. Xxxx
----------------------------------- ---------------------------------
J. Xxxxx Xxxxxx Xxxxxxx Xxxx
Director
Western Forest Products Inc.
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