0001393066-14-000003 Sample Contracts

RESOLUTE FOREST PRODUCTS EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 3rd, 2014 • Resolute Forest Products Inc. • Paper mills • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT, dated as of MONTH DAY, YEAR (the “Date of Grant”) is made by and between Resolute Forest Products Inc., a Delaware corporation (the “Company”), and «FIRST» «LAST»(“Participant”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 3rd, 2014 • Resolute Forest Products Inc. • Paper mills • Quebec

WHEREAS the Corporation and the Executive are currently parties to an Employment Agreement, dated January 1, 2011 (the “Prior Employment Agreement”), and desire to amend and restate the terms and conditions of the Prior Employment Agreement in their entirety to read as set forth herein;

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 3rd, 2014 • Resolute Forest Products Inc. • Paper mills

THIS AMENDED AND RESTATED AGREEMENT, made as of the 26 day of February 2014, by and between Resolute Forest Products Inc., a Delaware corporation (the “Corporation”), and Richard Garneau (the “Executive”).

EMPLOYEE NONQUALIFIED STOCK OPTION AGREEMENT
Employee Nonqualified Stock Option Agreement • March 3rd, 2014 • Resolute Forest Products Inc. • Paper mills • Delaware

THIS OPTION AGREEMENT (the “Agreement”), dated as of «MONTH DATE, YEAR» (the “Date of Grant”), is made by and between Resolute Forest Products Inc. a Delaware corporation (the “Company”), and «FIRST» «LAST» (“Participant”).

AMENDMENT NO. 6 TO CREDIT AGREEMENT AND CONSENT AND AUTHORIZATION RELATING TO SECURITY DOCUMENTS
Credit Agreement • March 3rd, 2014 • Resolute Forest Products Inc. • Paper mills • New York

AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”) dated as of February 25, 2014, among Resolute Forest Products Inc. (f/k/a/ Abitibibowater Inc.) (“Resolute”), each Domestic Subsidiary of Resolute set forth on the signature pages hereto, and Citibank, N.A. (“Citibank”), as Collateral Agent.

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