EXHIBIT 10.9
BOWATER INCORPORATED
2004 NON-EMPLOYEE DIRECTOR STOCK UNIT PLAN
AWARD AGREEMENT
This Agreement is made by and between Bowater Incorporated (the
"Corporation") and (the "Participant") effective as of the Date of Grant set
forth below.
Subject to the terms of the Bowater Incorporated 2004 Non-Employee Director
Stock Unit Plan (the "Plan"), which is incorporated herein by reference as part
of this Agreement, the Company hereby awards as of the Date of Grant to
Participant an award of Stock Units (the "Award"), as described below.
Capitalized terms used and not defined or described herein shall have the
meanings set forth in the Plan.
A. Date of Grant: May 9, 2006
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B. Stock Units: 1450
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C. Payment Date: If this is the first Award for the Participant,
Participant shall be vested and entitled to payment in cash of the value of the
Stock Units upon separation from service (within the meaning of Section 409A of
the Internal Revenue Code). Otherwise the Payment Date shall be as elected by
the Participant by December 31 of the calendar year prior to the calendar year
of the Date of Grant.
D. Payment Election for Future Awards: If Participant is granted any
additional awards under the Plan during the current calendar year, the timing of
payment shall be as set forth above under "Payment Date." With respect to any
awards that may be granted to Participant under the Plan in calendar years
beginning after the current calendar year, Participant may make a payment
election by providing written notice to the Senior Vice President - Human
Resources of the Corporation by December 31 of the calendar year prior to the
calendar year of the subsequent Award; provided that with respect to any awards
made during a given calendar year, the payment election in effect as of December
31 of the most recent prior calendar year is irrevocable and shall govern the
timing of payment. A payment election in no way entitles a Participant to future
Awards.
With respect to any awards under the Plan that may be granted in subsequent
calendar years, the Paricipant may elect to be vested and receive payment with
respect to all of the Stock Units awarded either (i) upon separation from
service (within the meaning of Section 409A of the Internal Revenue Code) from
the Corporation, or (ii) with respect to fifty percent (50%) of the Stock Units
awarded on April 30th of the calendar year following the calendar year in which
the award is granted and the remaining fifty percent (50%) on April 30th of the
second calendar year following the calendar year in which the award is granted.
Termination of a Participant's service on the Board of Directors shall not
affect the Participant's right to payment under the dual installment payment
option. Termination of service as a member of the Board of Directors of the
Corporation may not qualify as a "separation from service" if the director
continues to have an ongoing relationship with the Corporation after, in which
case the Participant must consult with the Senior Vice President - Human
Resources regarding the proper date for payment.
The Participant shall forfeit this Award and shall not be entitled to any
payment hereunder if the Participant materially breaches the Participant's
duties as a Director of the Corporation or engages in a material violation of
applicable securities or corporate law, as determined in good faith in their
sole discretion by the other members of the Board of Directors of the
Corporation who are not involved in such breach or violation.
Executed as of the Date of Grant, set forth above.
BOWATER INCORPORATED
By:
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Name: Title:
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