SEPARATION AND DISTRIBUTION AGREEMENT by and between POTLATCH CORPORATION and CLEARWATER PAPER CORPORATION Dated as of [—], 2008Separation and Distribution Agreement • October 10th, 2008 • Potlatch Forest Products CORP • Paperboard mills • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is made as of [—], 2008, by and between Potlatch Corporation, a Delaware corporation (“Potlatch”), and Clearwater Paper Corporation, a Delaware corporation (formerly named Potlatch Forest Products Corporation) (“Clearwater”) (each a “Party” and together, the “Parties”). Capitalized terms used in this Agreement are defined or otherwise referenced in Section 1.1.
TAX SHARING AGREEMENT by and among POTLATCH CORPORATION, POTLATCH FOREST HOLDINGS, INC. POTLATCH LAND & LUMBER, LLC, and CLEARWATER PAPER CORPORATION Dated as of , 2008Tax Sharing Agreement • October 10th, 2008 • Potlatch Forest Products CORP • Paperboard mills • Washington
This Tax Sharing Agreement (this “Agreement”) is dated as of [-], 2008, by and among Potlatch Corporation, a Delaware corporation (“Potlatch”), Potlatch Forest Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Potlatch (“Holdings”), Clearwater Paper Corporation f/k/a Potlatch Forest Products Corporation, a Delaware corporation and currently a direct, wholly owned subsidiary of Holdings (“Clearwater”), and Potlatch Land & Lumber, LLC, a Delaware limited liability company and currently a direct, wholly owned subsidiary of Clearwater (“RetainCo,” and together with Potlatch, Holdings, and Clearwater, the “Parties,” with each sometimes referred to herein as a “Party”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 10th, 2008 • Potlatch Forest Products CORP • Paperboard mills • Washington
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is made as of [—], 2008, by and between Potlatch Land & Lumber, LLC, a Delaware limited liability company (“Potlatch”), and Clearwater Paper Corporation, a Delaware corporation (formerly named Potlatch Forest Products Corporation) (“Clearwater”) (each, a “Party,” and together, the “Parties”).
PERSONAL & CONFIDENTIAL July 28, 2008 Mr. Gordon L. Jones Dear Gordon:Potlatch Forest Products CORP • October 10th, 2008 • Paperboard mills • Washington
We are pleased to offer you a leadership role at Potlatch Corporation (“Potlatch”) and, subsequent to the anticipated spin-off of Potlatch’s current pulp-based manufacturing facilities (the “Spin-Off”), with the new company formed as a result (“SpinCo”). This letter agreement (the “Agreement”) sets forth important terms and conditions pertaining to your employment and supersedes in its entirety that prior agreement dated July 3, 2008.
