0001628280-15-001105 Sample Contracts

CLEARWATER PAPER CORPORATION RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • February 26th, 2015 • 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 STOCK OPTION AGREEMENT
Stock Option Agreement • February 26th, 2015 • Clearwater Paper Corp • Paperboard mills • Delaware

THIS STOCK OPTION AGREEMENT is made and entered into the day specified in the attached Addendum by and between Clearwater Paper Corporation, a Delaware corporation (the “Corporation”), and the Employee named in the attached Addendum (the “Employee”).

CLEARWATER PAPER CORPORATION PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • February 26th, 2015 • 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”).

TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 26th, 2015 • Clearwater Paper Corp • Paperboard mills • California

THIS TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December 30, 2014, is entered into by and among the financial institutions signatory hereto (each a “Lender” and collectively the “Lenders”), BANK OF AMERICA, N.A., as Agent for the Lenders (in such capacity, “Agent”) and CLEARWATER PAPER CORPORATION, a Delaware corporation (“Borrower”).

Letterhead of Clearwater Paper Corporation]
Clearwater Paper Corp • February 26th, 2015 • Paperboard mills

You are receiving this letter because you have outstanding Restricted Stock Units granted under the Clearwater Paper Corporation 2008 Stock Incentive Plan, also known as our Long-Term Incentive Plan (the “Plan”). This letter describes an amendment to your outstanding Restricted Stock Units that was recently approved by the Compensation Committee of Clearwater Paper’s Board of Directors (the “Committee”).

Letterhead of Clearwater Paper Corporation]
Clearwater Paper Corp • February 26th, 2015 • Paperboard mills

You are receiving this letter because you have outstanding Performance Shares granted under the Clearwater Paper Corporation 2008 Stock Incentive Plan, also known as our Long-Term Incentive Plan (the “Plan”). This letter describes an amendment to your outstanding Performance Shares that was recently approved by the Compensation Committee of Clearwater Paper’s Board of Directors (the “Committee”).

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