EXHIBIT 10.2
BOWATER INCORPORATED
Non-Qualified Stock Option Agreement
To: David J. Paterson
May 1, 2006 May 1, 2016 43,250 US$27.425
- ------------ ------------ -------- --------
Grant Date Expiration Date Number of Shares Option Price per Share
This stock option is granted to you by the Human Resources and Compensation
Committee (the "Committee") of the Board of Directors of Bowater Incorporated, a
Delaware corporation (the "Company"), upon the terms and conditions set forth
below and those contained in the Bowater Incorporated 1997 Stock Option Plan
(the "Plan").
1. The Company hereby grants you a non-qualified stock option (the "Option")
to purchase, subject to the provisions of this Agreement and the Plan, on
or before the Expiration Date indicated above, at the Option Price per
Share stated above, the Number of Shares (the "Shares") of the Common Stock
of the Company, par value $1.00 per share, set forth above. This grant is
subject to the condition that you execute and return this Agreement to the
Company within sixty (60) days of the date you receive it; if you do not so
execute and return this Agreement, the grant shall be null and void and
without effect. This Agreement may only be modified by a writing signed by
both you and the Company.
2. No shares may be purchased hereunder unless you remain in the continuous
employ of the Company or one of its Subsidiaries (as that term is defined
in the Plan) for one year following the grant date except as provided in
paragraphs 7 and 8. Thereafter, the Option may be exercised in the manner
hereinafter set forth, provided that you are at the time of such exercise
in the employ of the Company or one of its Subsidiaries (except as provided
in paragraphs 7 and 8). The Option shall become immediately exercisable in
the event of your death or a Change in Control (as that term may be defined
from time to time in the Plan) while you are employed by the Company or one
of its Subsidiaries.
3. You may exercise the Option, in whole or in part, by complying with
notification procedures specified by the Company's Human Resources
Department at its corporate headquarters. Contemporaneously with the
delivery of notice with respect to exercise of the Option you must pay the
full purchase price of the Shares purchased pursuant to the exercise of the
Option in cash, or by tender of Share certificates in proper form for
transfer to the Company valued at the Fair Market Value of the Shares (as
defined in the Plan) on the preceding day, or by any combination of the
foregoing, or with any other consideration acceptable to the Committee. You
may also make payment upon the exercise of the Option by means of a
properly executed exercise notice together with irrevocable instructions to
a broker to deliver promptly to the Company the portion of the sale or loan
proceeds sufficient to pay such purchase price. The Option may not be
exercised with respect to a fractional share or with respect to fewer than
100 Shares (unless it is being exercised in full). No Shares shall be sold
or delivered hereunder until full payment for such Shares has been made.
4. The Company shall not be required to issue or deliver any certificate or
certificates for Shares purchased upon the exercise of any part of the
Option prior to (i) the admission of such Shares to listing on any stock
exchange on which the Shares may then be listed, (ii) the completion of any
registration or other qualification of such Shares under any applicable
law, rule or regulation, (iii) the obtaining of any consent or approval or
other clearance from any governmental agency that the Company determines to
be necessary or advisable, and (iv) the payment to the Company, upon its
demand, of any amount requested by the Company for the purpose of
satisfying its liability, if any, to withhold federal, state or local
income or earnings tax or any other applicable tax or assessment (plus
interest or penalties thereon, if any, caused by a delay in making such
payment) incurred by reason of the exercise of the Option or the transfer
of such Shares thereupon.
5. The Option shall be exercised and Shares issued only upon compliance with
the Securities Act of 1933, as amended (the "Act"), and any other
applicable securities laws, and you agree to comply with any requirements
imposed by the Committee under such laws. You agree that you will not
transfer any Shares acquired upon exercise of the Option at any time during
which you are in possession of any material, nonpublic information about
the Company, its business affairs, financial condition or prospects. If you
are an officer of the Company subject to Section 16 of the Securities
Exchange Act of 1934, as amended, you are required to obtain prior approval
of any exercise of the Option or transfer of the Shares acquired thereby
from the Section 16 Compliance Officer or General Counsel of the Company.
If you are an "affiliate" of the Company (as that term is defined in Rule
144 promulgated under the Act, and which generally includes directors and
certain officers), by accepting this Agreement, you agree that you will
dispose of the Shares acquired upon exercise of the Option only in
compliance with Rule 144 or in such other manner as will not violate the
Act and the rules and regulations promulgated thereunder, and any other
applicable securities law.
6. The Option is not transferable by you otherwise than by will or by the laws
of descent and distribution, and is exercisable, during your life, only by
you or by your guardian or legal representative. Any attempted assignment,
transfer, pledge, hypothecation or other disposition of the Option contrary
to the provisions hereof shall be null and void. The Option does not confer
upon you any right with respect to continuation of employment with the
Company or any of its Subsidiaries, and will not interfere in any way with
the right of the Company or any of its Subsidiaries to terminate your
employment.
7. To the extent that the Option has not become exercisable it shall terminate
on the earlier of (i) the Expiration Date, or (ii) at the date of the
termination of your employment with the Company or its Subsidiaries for any
reason other than for death, Disability (as defined in the Plan) or
Retirement (as defined in the Plan). Except as provided in the last
sentence of this paragraph, to the extent that the Option has become
exercisable, it shall terminate on the earlier of (i) the Expiration Date,
or (ii) three months after the termination of your employment with the
Company or its Subsidiaries for any reason other than death, Disability or
Retirement. Subject to paragraph 8, and the condition that the Option may
not be exercised in whole or in part after the Expiration Date or its
expiration as otherwise provided in this paragraph, the Option may be
exercised in whole or in part within a period of five years after the
termination of your employment due to Disability or Retirement and any
period of Disability or Retirement shall be considered continued employment
for purposes of paragraph 2. The Option terminates immediately upon
termination of your employment for cause (as determined in accordance with
Section 8(b) of your Employment Agreement).
8. If you die while employed or during a period of Disability or Retirement
described above, the legal representative to whom your rights hereunder are
transferred by will or the laws of descent and distributions may exercise
some or all of this Option at any time prior to the earlier of (i) the
Expiration Date, or (ii) twenty-four months from the date of your death,
regardless of whether the requirements of paragraph 2 have been satisfied.
As of the earlier of such dates, the Option shall terminate and expire.
9. If a stock dividend, stock split, recapitalization, merger, consolidation,
combination, exchange of shares or other similar corporate change occurs,
the Committee may adjust the terms of this Option in such manner as it
deems equitable.
10. The Option shall be irrevocable during the Option period and its validity
and construction shall be governed by the laws of the State of Delaware.
The terms and conditions herein set forth are subject in all respects to
the terms and conditions of the Plan, which shall be controlling. You agree
to execute such other agreements, documents or assignments as may be
necessary or desirable to effect the purposes of this Agreement.
BOWATER INCORPORATED
/s/ Togo D. West, Jr.
---------------------
Togo D. West, Jr.
Chairman, Human Resources and
Compensation Committee
- -------------------------------------------------------------------------------
I hereby acknowledge receipt of the Non-Qualified Stock Option (the "Option")
granted on the date shown above, which has been issued to me under the terms and
conditions of the Bowater Incorporated 1997 Stock Option Plan (the "Plan"). I
agree to conform to all of the terms and conditions of the Option and the Plan.
Date: 5/10/06 Your Signature: /s/ David J. Paterson
-------- ----------------------------------
Name: David J. Paterson
BOWATER INCORPORATED
Non-Qualified Stock Option Agreement
To: David J. Paterson
May 1, 2006 May 1, 2016 112,445 US $27.425
Grant Date Expiration Date Number of Shares Option Price per Share
This stock option is granted to you by the Human Resources and Compensation
Committee (the "Committee") of the Board of Directors of Bowater Incorporated, a
Delaware corporation (the "Company"), upon the terms and conditions set forth
below and those contained in the Bowater Incorporated 2000 Stock Option Plan
(the "Plan").
1. The Company hereby grants you a non-qualified stock option (the "Option")
to purchase, subject to the provisions of this Agreement and the Plan, on
or before the Expiration Date indicated above, at the Option Price per
Share stated above, the Number of Shares (the "Shares") of the Common Stock
of the Company, par value $1.00 per share, set forth above. This grant is
subject to the condition that you execute and return this Agreement to the
Company within sixty (60) days of the date you receive it; if you do not so
execute and return this Agreement, the grant shall be null and void and
without effect. This Agreement may only be modified by a writing signed by
both you and the Company.
2. No shares may be purchased hereunder unless you remain in the continuous
employ of the Company or one of its Subsidiaries (as that term is defined
in the Plan) for one year following the grant date except as provided in
paragraph 7 and 8. Thereafter, the Option may be exercised in the manner
hereinafter set forth, provided that (a) you are at the time of such
exercise in the employ of the Company or one of its Subsidiaries (except as
provided in paragraphs 7 and 8), and (b) the Option may be exercised only
to the extent of 40,083 of the Shares to which it relates on or after the
first anniversary of the grant date, and may be exercised to the extent of
the remaining 72,362 of such Shares on or after the second anniversary of
such date. The Option shall become immediately exercisable in the event of
your death or a Change in Control (as that term may be defined from time to
time in the Plan) while you are employed by the Company or one of its
Subsidiaries.
3. You may exercise the Option, in whole or in part, by complying with
notification procedures specified by the Company's Human Resources
Department at its corporate headquarters. Contemporaneously with the
delivery of notice with respect to exercise of the Option you must pay the
full purchase price of the Shares purchased pursuant to the exercise of the
Option in cash, or by tender of Share certificates in proper form for
transfer to the Company valued at the Fair Market Value of the Shares (as
defined in the Plan) on the preceding day, or by any combination of the
foregoing, or with any other consideration acceptable to the Committee. You
may also make payment upon the exercise of the Option by means of a
properly executed exercise notice together with irrevocable instructions to
a broker to deliver promptly to the Company the portion of the sale or loan
proceeds sufficient to pay such purchase price. The Option may not be
exercised with respect to a fractional share or with respect to fewer than
100 Shares (unless it is being exercised in full). No Shares shall be sold
or delivered hereunder until full payment for such Shares has been made.
4. The Company shall not be required to issue or deliver any certificate or
certificates for Shares purchased upon the exercise of any part of the
Option prior to (i) the admission of such Shares to listing on any stock
exchange on which the Shares may then be listed, (ii) the completion of any
registration or other qualification of such Shares under any applicable
law, rule or regulation, (iii) the obtaining of any consent or approval or
other clearance from any governmental agency that the Company determines to
be necessary or advisable, and (iv) the payment to the Company, upon its
demand, of any amount requested by the Company for the purpose of
satisfying its liability, if any, to withhold federal, state or local
income or earnings tax or any other applicable tax or assessment (plus
interest or penalties thereon, if any, caused by a delay in making such
payment) incurred by reason of the exercise of the Option or the transfer
of such Shares thereupon.
5. The Option shall be exercised and Shares issued only upon compliance with
the Securities Act of 1933, as amended (the "Act"), and any other
applicable securities laws, and you agree to comply with any requirements
imposed by the Committee under such laws. You agree that you will not
transfer any Shares acquired upon exercise of the Option at any time during
which you are in possession of any material, nonpublic information about
the Company, its business affairs, financial condition or prospects. If you
are an officer of the Company subject to Section 16 of the Securities
Exchange Act of 1934, as amended, you are required to obtain prior approval
of any exercise of the Option or transfer of the Shares acquired thereby
from the Section 16 Compliance Officer or General Counsel of the Company.
If you are an "affiliate" of the Company (as that term is defined in Rule
144 promulgated under the Act, and which generally includes directors and
certain officers), by accepting this Agreement, you agree that you will
dispose of the Shares acquired upon exercise of the Option only in
compliance with Rule 144 or in such other manner as will not violate the
Act and the rules and regulations promulgated thereunder, and any other
applicable securities law.
6. The Option is not transferable by you otherwise than by will or by the laws
of descent and distribution, and is exercisable, during your life, only by
you or by your guardian or legal representative. Any attempted assignment,
transfer, pledge, hypothecation or other disposition of the Option contrary
to the provisions hereof shall be null and void. The Option does not confer
upon you any right with respect to continuation of employment with the
Company or any of its Subsidiaries, and will not interfere in any way with
the right of the Company or any of its Subsidiaries to terminate your
employment.
7. To the extent that the Option has not become exercisable it shall terminate
on the earlier of (i) the Expiration Date, or (ii) at the date of the
termination of your employment with the Company or its Subsidiaries for any
reason other than for death, Disability (as defined in the Plan) or
Retirement (as defined in the Plan). Except as provided in the last
sentence of this paragraph, to the extent that the Option has become
exercisable, it shall terminate on the earlier of (i) the Expiration Date,
or (ii) three months after the termination of your employment with the
Company or its Subsidiaries for any reason other than death, Disability or
Retirement. Subject to paragraph 8, and the condition that the Option may
not be exercised in whole or in part after the Expiration Date or its
expiration as otherwise provided in this paragraph, the Option may be
exercised in whole or in part within a period of five years after the
termination of your employment due to Disability or Retirement and any
period of Disability or Retirement shall be considered continued employment
for purposes of paragraph 2. The Option terminates immediately upon
termination of your employment for cause (as determined in accordance with
Section 8(b) of your Employment Agreement).
8. If you die while employed or during a period of Disability or Retirement
described above, the legal representative to whom your rights hereunder are
transferred by will or the laws of descent and distributions may exercise
some or all of this Option at any time prior to the earlier of (i) the
Expiration Date, or (ii) twenty-four months from the date of your death,
regardless of whether the requirements of paragraph 2 have been satisfied.
As of the earlier of such dates, the Option shall terminate and expire.
9. If a stock dividend, stock split, recapitalization, merger, consolidation,
combination, exchange of shares or other similar corporate change occurs,
the Committee may adjust the terms of this Option in such manner as it
deems equitable.
10. The Option shall be irrevocable during the Option period and its validity
and construction shall be governed by the laws of the State of Delaware.
The terms and conditions herein set forth are subject in all respects to
the terms and conditions of the Plan, which shall be controlling. You agree
to execute such other agreements, documents or assignments as may be
necessary or desirable to effect the purposes of this Agreement.
BOWATER INCORPORATED
/s/ Togo D. West, Jr.
---------------------
Togo D. West, Jr.
Chairman, Human Resources and
Compensation Committee
_______________________________________________________________________________
I hereby acknowledge receipt of the Non-Qualified Stock Option (the "Option")
granted on the date shown above, which has been issued to me under the terms and
conditions of the Bowater Incorporated 2000 Stock Option Plan (the "Plan"). I
agree to conform to all of the terms and conditions of the Option and the Plan.
Date: 5/10/06 Your Signature: /s/ David J. Paterson
------- -----------------------------------
Name: David J. Paterson
BOWATER INCORPORATED
Non-Qualified Stock Option Agreement
To: David J. Paterson
May 1, 2006 May 1, 2016 94,305 US $27.425
Grant Date Expiration Date Number of Shares Option Price per Share
This stock option is granted to you by the Human Resources and Compensation
Committee (the "Committee") of the Board of Directors of Bowater Incorporated, a
Delaware corporation (the "Company"), upon the terms and conditions set forth
below and those contained in the Bowater Incorporated 2002 Stock Option Plan
(the "Plan").
1. The Company hereby grants you a non-qualified stock option (the "Option")
to purchase, subject to the provisions of this Agreement and the Plan, on
or before the Expiration Date indicated above, at the Option Price per
Share stated above, the Number of Shares (the "Shares") of the Common Stock
of the Company, par value $1.00 per share, set forth above. This grant is
subject to the condition that you execute and return this Agreement to the
Company within sixty (60) days of the date you receive it; if you do not so
execute and return this Agreement, the grant shall be null and void and
without effect. This Agreement may only be modified by a writing signed by
both you and the Company.
2. No shares may be purchased hereunder unless you remain in the continuous
employ of the Company or one of its Subsidiaries (as that term is defined
in the Plan) for one year following the grant date except as provided in
paragraphs 7 and 8. Thereafter, the Option may be exercised in the manner
hereinafter set forth, provided that (a) you are at the time of such
exercise in the employ of the Company or one of its Subsidiaries (except as
provided in paragraphs 7 and 8), and (b) the Option may be exercised only
to the extent of 10,971 of the Shares to which it relates on or after the
second anniversary of the grant date, and may be exercised to the extent of
the remaining 83,334 of such Shares on or after the third anniversary of
such date. The Option shall become immediately exercisable in the event of
your death or a Change in Control (as that term may be defined from time to
time in the Plan) while you are employed by the Company or one of its
Subsidiaries.
3. You may exercise the Option, in whole or in part, by complying with
notification procedures specified by the Company's Human Resources
Department at its corporate headquarters. Contemporaneously with the
delivery of notice with respect to exercise of the Option you must pay the
full purchase price of the Shares purchased pursuant to the exercise of the
Option in cash, or by tender of Share certificates in proper form for
transfer to the Company valued at the Fair Market Value of the Shares (as
defined in the Plan) on the preceding day, or by any combination of the
foregoing, or with any other consideration acceptable to the Committee. You
may also make payment upon the exercise of the Option by means of a
properly executed exercise notice together with irrevocable instructions to
a broker to deliver promptly to the Company the portion of the sale or loan
proceeds sufficient to pay such purchase price. The Option may not be
exercised with respect to a fractional share or with respect to fewer than
100 Shares (unless it is being exercised in full). No Shares shall be sold
or delivered hereunder until full payment for such Shares has been made.
4. The Company shall not be required to issue or deliver any certificate or
certificates for Shares purchased upon the exercise of any part of the
Option prior to (i) the admission of such Shares to listing on any stock
exchange on which the Shares may then be listed, (ii) the completion of any
registration or other qualification of such Shares under any applicable
law, rule or regulation, (iii) the obtaining of any consent or approval or
other clearance from any governmental agency that the Company determines to
be necessary or advisable, and (iv) the payment to the Company, upon its
demand, of any amount requested by the Company for the purpose of
satisfying its liability, if any, to withhold federal, state or local
income or earnings tax or any other applicable tax or assessment (plus
interest or penalties thereon, if any, caused by a delay in making such
payment) incurred by reason of the exercise of the Option or the transfer
of such Shares thereupon.
5. The Option shall be exercised and Shares issued only upon compliance with
the Securities Act of 1933, as amended (the "Act"), and any other
applicable securities laws, and you agree to comply with any requirements
imposed by the Committee under such laws. You agree that you will not
transfer any Shares acquired upon exercise of the Option at any time during
which you are in possession of any material, nonpublic information about
the Company, its business affairs, financial condition or prospects. If you
are an officer of the Company subject to Section 16 of the Securities
Exchange Act of 1934, as amended, you are required to obtain prior approval
of any exercise of the Option or transfer of the Shares acquired thereby
from the Section 16 Compliance Officer or General Counsel of the Company.
If you are an "affiliate" of the Company (as that term is defined in Rule
144 promulgated under the Act, and which generally includes directors and
certain officers), by accepting this Agreement, you agree that you will
dispose of the Shares acquired upon exercise of the Option only in
compliance with Rule 144 or in such other manner as will not violate the
Act and the rules and regulations promulgated thereunder, and any other
applicable securities law.
6. The Option is not transferable by you otherwise than by will or by the laws
of descent and distribution, and is exercisable, during your life, only by
you or by your guardian or legal representative. Any attempted assignment,
transfer, pledge, hypothecation or other disposition of the Option contrary
to the provisions hereof shall be null and void. The Option does not confer
upon you any right with respect to continuation of employment with the
Company or any of its Subsidiaries, and will not interfere in any way with
the right of the Company or any of its Subsidiaries to terminate your
employment.
7. To the extent that the Option has not become exercisable it shall terminate
on the earlier of (i) the Expiration Date, or (ii) at the date of the
termination of your employment with the Company or its Subsidiaries for any
reason other than for death, Disability (as defined in the Plan) or
Retirement (as defined in the Plan). Except as provided in the last
sentence of this paragraph, to the extent that the Option has become
exercisable, it shall terminate on the earlier of (i) the Expiration Date,
or (ii) three months after the termination of your employment with the
Company or its Subsidiaries for any reason other than death, Disability or
Retirement. Subject to paragraph 8, and the condition that the Option may
not be exercised in whole or in part after the Expiration Date or its
expiration as otherwise provided in this paragraph, the Option may be
exercised in whole or in part within a period of five years after the
termination of your employment due to Disability or Retirement and any
period of Disability or Retirement shall be considered continued employment
for purposes of paragraph 2. The Option terminates immediately upon
termination of your employment for cause (as determined in accordance with
Section 8(b) of your Employment Agreement).
8. If you die while employed or during a period of Disability or Retirement
described above, the legal representative to whom your rights hereunder are
transferred by will or the laws of descent and distributions may exercise
some or all of this Option at any time prior to the earlier of (i) the
Expiration Date, or (ii) twenty-four months from the date of your death,
regardless of whether the requirements of paragraph 2 have been satisfied.
As of the earlier of such dates, the Option shall terminate and expire.
9. If a stock dividend, stock split, recapitalization, merger, consolidation,
combination, exchange of shares or other similar corporate change occurs,
the Committee may adjust the terms of this Option in such manner as it
deems equitable.
10. The Option shall be irrevocable during the Option period and its validity
and construction shall be governed by the laws of the State of Delaware.
The terms and conditions herein set forth are subject in all respects to
the terms and conditions of the Plan, which shall be controlling. You agree
to execute such other agreements, documents or assignments as may be
necessary or desirable to effect the purposes of this Agreement.
BOWATER INCORPORATED
/s/ Togo D. West, Jr.
---------------------
Togo D. West, Jr.
Chairman, Human Resources and
Compensation Committee
________________________________________________________________________________
I hereby acknowledge receipt of the Non-Qualified Stock Option (the "Option")
granted on the date shown above, which has been issued to me under the terms and
conditions of the Bowater Incorporated 2002 Stock Option Plan (the "Plan"). I
agree to conform to all of the terms and conditions of the Option and the Plan.
Date: 5/10/06 Your Signature: /s/ David J. Paterson
------- ---------------------
Name: David J. Paterson