CLEARWATER PAPER CORPORATION
PERFORMANCE SHARE AGREEMENT
2008 STOCK INCENTIVE PLAN
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”).
W I T N E S S E T H:
WHEREAS, the Corporation maintains the Clearwater Paper Corporation 2008 Stock Incentive Plan (the “Plan”), which is
incorporated into and forms a part of this Agreement, and the Employee has been selected to receive a contingent grant of
Performance Shares under Section 11 of the Plan;
NOW, THEREFORE, for valuable consideration, the parties agree as follows:
1. Definitions . In addition to the terms defined elsewhere in this Agreement, the following terms used in this Agreement
shall have the meanings set forth in this Section 1. Capitalized terms not defined in this Agreement shall have the same
definitions as in the Plan.
(a) “ Addendum ” means the attached Addendum.
(b) “ Disability ” means the condition of the Employee who is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted
or can be expected to last for a continuous period of at least 12 months.
(c) “ Grant Date ” means the effective date of the Award of the Performance Shares to the Employee, as specified in the
(d) “ Retirement Plan ” means the Clearwater Paper Salaried Retirement Plan.
2. Award . Subject to the terms of this Agreement and the Addendum, the Employee is hereby awarded a target contingent
grant of Performance Shares in the number set forth in the attached Addendum (the “Award”). The number of Shares actually
payable to the Employee is contingent on the performance achieved as specified in the Addendum. This Award has been
granted pursuant to the Plan an