0001193125-11-340976 Sample Contracts

CLEARWATER PAPER CORPORATION RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • December 14th, 2011 • Clearwater Paper Corp • Paperboard mills • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made and entered into on the Grant Date specified in the attached Addendum to this Agreement, by and between Clearwater Paper Corporation, a Delaware corporation (the “Corporation”), and the Employee named in the attached Addendum (the “Employee”).

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CLEARWATER PAPER CORPORATION PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • December 14th, 2011 • Clearwater Paper Corp • Paperboard mills • Delaware

THIS PERFORMANCE SHARE AGREEMENT (this “Agreement”) is made and entered into on the Grant Date specified in the attached Addendum to this Agreement by and between CLEARWATER PAPER CORPORATION, a Delaware corporation (the “Corporation”), and the Employee named in the Addendum (the “Employee”).

Letterhead of Clearwater Paper Corporation]
Employment Agreement • December 14th, 2011 • Clearwater Paper Corp • Paperboard mills • Washington

The purpose of this letter agreement (this “Agreement”) is to confirm important terms and conditions pertaining to your employment as President and Chief Operating Officer of Clearwater Paper Corporation (the “Company”) and supersedes in its entirety the terms and conditions of that offer letter dated August 26, 2008 from the Company as successor in interest under that offer letter to Potlatch Corporation.

Letterhead of Clearwater Paper Corporation]
Employment Agreement • December 14th, 2011 • Clearwater Paper Corp • Paperboard mills • Washington

The purpose of this letter agreement (this “Agreement”) is to confirm important terms and conditions pertaining to your continued employment as Chief Executive Officer of Clearwater Paper Corporation (the “Company”) and supersedes in its entirety that prior agreement entered into effective as of July 1, 2008 by and among you and the Company as successor in interest to Potlatch Corporation under that prior agreement.

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