PERFORMANCE-BASED VESTING
RESTRICTED STOCK UNIT AGREEMENT
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ABITIBIBOWATER, INC. | ||||
By: | ||||
Name: | ||||
Title: | ||||
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[Performance Target Vesting Matrix]
Exhibit A |
The Vesting criteria for the 2008 Performance Based RSUs granted will be as follows:
● RSUs granted will vest based on the Company's EBITDA performance over the 3-year performance period (2008 – 2010) according to the table below.
RSU Vesting Level (1)
| Minimum Threshold 0% | Target 100% | Maximum 200% |
EBITDA 2008 | $700 M | $1.0 B | $1.2 B |
EBITDA 2009 | $700 M | $1.1 B | $1.3 B |
EBITDA 2010 | $700 M | $1.2 B | $1.4 B |
3-year Total EBITDA | $2.1 B or below | $3.3 B | $3.9 B or Above |
(1) Vesting of 100% of the performance-based RSUs is subject to achievement of the 3-year Total EBITDA at Target ($3.3 billion). If 3-year Total EBITDA achieved ("Actual EBITDA") is less than or equal to the Minimum Threshold level ($2.1 billion), then no RSUs shall vest. If Actual EBITDA achieved is equal to or greater than the Maximum level ($3.9 billion), then 200% of the RSUs shall vest. If Actual EBITDA achieved is greater than Minimum Threshold level but less than Target level, then the number of RSUs that vest shall be reduced based on straight line linear interpolation between the Minimum Threshold and Target EBITDA levels. If Actual EBITDA achieved is greater than Target level but less than Maximum level, then the number of RSUs that vest shall be increased based on straight line linear interpolation between the Target and Maximum EBITDA levels but in no event greater than 200%.
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