Vice President-human Resources Employment Agreement

EMPLOYMENT AGREEMENT


THIS AGREEMENT, made this 15TH day of MARCH, 1993, by and between BOWATER INCORPORATED, a Delaware corporation having a mailing address of ONE PARKLANDS DRIVE, DARIEN, CONNECTICUT 06820, (the "Corporation"), and PHILLIP A. TEMPLE of 1500 LAKE SHORE DRIVE, CHICAGO, ILLINOIS 60610 (the "Executive").


WHEREAS, the Corporation desires to employ the Executive as Vice President-Human Resources and Administration; and


WHEREAS, the Executive is desirous of serving the Cor- poration in such capacity;


NOW, THEREFORE, the parties hereto agree as follows:


1. Employment. During the term of this Agreement the Corporation agrees to continue to employ the Executive, and the Executive agrees to continue in the employ of the Cor- poration, in accordance with and subject to the provisions of this Agreement.


2. Term.


(a) Subject to the provisions of subparagraphs (b) and
(c) of this Section 2, the term of this Agreement
shall begin on the date hereof and shall continue
thereafter until terminated by either party by
written notice given to the other party at least
thirty (30) days prior to the effective date of any
such termination. The effective date of the ter-
mination shall be the date stated in such notice,
provided that if the Corporation specifies an effec-
tive date that is more than thirty (30) days fol-
lowing the date of such notice, the Executive may,
upon thirty (30) days' written notice to the Cor-
poration, accelerate the effective date of such
termination.


(b) Notwithstanding Section 2(a), upon the occurrence of
a Change in Control as defined in the Severance
Agreement of even date between the Corporation and
the Executive (the "Severance Agreement"), the term
of this Agreement shall be deemed to continue until
terminated, but in any event, for a period of not


less than three (3) years following the date of the
Change in Control, unless such termination shall be
at the Executive's election for other than "Good
Reason" as that term is defined in the Severance
Agreement.


(c) Notwithstanding Section 2(a), the term of this
Agreement shall end upon: (i) the death of the
Executive; (ii) the inability of the Executive to
perform his duties properly, whether by reason of
ill-health, accident or other cause, for a period of
one hundred and eighty (180) consecutive days or for
periods totaling one hundred and eighty (180) days
occurring within any twelve (12) consecutive calen-
dar months; or (iii) the executive's retirement on
his early or normal retirement date.


3. Position and Duties. Throughout the term hereof, the Executive shall be employed as Vice President-Human Resources and Administration of the Corporation, with the duties and responsibilities customarily attendant to that office, provided that the Executive shall undertake such other and further assignments and responsibilities of at least comparable status as the Board of Directors may direct. The Executive shall diligently and faithfully devote his full working time and best efforts to the performance of the services under this Agreement and to the furtherance of the best interests of the Corporation.


4. Place of Employment. The Executive will be employed at the Corporation's offices in the City of Greenville, South Carolina or at such other place as the Corporation shall designate from time to time, provided, however, that if the Executive is transferred to another place of employment, necessitating a change in his residence, the Executive shall be entitled to financial assistance in accordance with the terms of the Corporation's relocation policy then in effect.


5. Compensation and Benefits.


(a) Base Salary. The Corporation shall pay to the
Executive a base salary at the annual rate of
$180,000, payable in substantially equal periodic
installments on the Corporation's regular payroll
dates. The Executive's base salary shall be re-
viewed at least annually and from time to time may
be increased (or reduced, if such reduction is
effected pursuant to across-the-board salary reduc-
tions similarly affecting all management personnel
of the Corporation).


(b) Bonus Plan. In addition to his base salary, the
Executive shall be entitled to receive a bonus under
the Corporation's bonus plan in effect from time to
time determined in the manner, at the time, and in
the amounts set forth under such plan.


(c) Benefit Plans. The Corporation shall make con-
tributions on the Executive's behalf to the various
benefit plans and programs of the Corporation in
which the Executive is eligible to participate in
accordance with the provisions thereof as in effect
from time to time.


(d) Vacations. The Executive shall be entitled to paid
vacation, in keeping with the Corporation's policy
as in effect from time to time, to be taken at such
time or times as may be approved by the Corporation.


(e) Expenses. The Corporation shall reimburse the
Executive for all reasonable expenses properly
incurred, and appropriately documented, by the
Executive in connection with the business of the
Corporation.


(f) Perquisites. The Corporation shall make available
to the Executive all perquisites to which he is
entitled by virtue of his position.


6. Nondisclosure. During and after the term of this Agreement, the Executive shall not, without the written consent of the Board of Directors of the Corporation, dis- close or use directly or indirectly, (except in the course of employment hereunder and in furtherance of the business of the Corporation or any of its subsidiaries and affiliates) any of the trade secrets or other confidential information or proprietary data of the Corporation or its subsidiaries or affiliates; provided, however, that confidential information shall not include any information known generally to the public (other than as a result of unauthorized disclosure by the Executive) or any information of a type not otherwise considered confidential by persons engaged in the same or similar businesses.


7. Noncompetition. During the term of this Agreement, and for a period of one (1) year after the date the Execu- tive's employment terminates, the Executive shall not, with- out the prior approval of the Board of Directors of the Corporation in the same or a similar capacity engage in or invest in, or aid or assist anyone else in the conduct of any business (other than the businesses of the Corporation and its subsidiaries and affiliates) which directly competes with the business of the Corporation and its subsidiaries and affiliates as conducted during the term hereof. If any court


of competent jurisdiction shall determine that any of the provisions of this Section 7 shall not be enforceable because of the duration or scope thereof, the parties hereto agree that said court shall have the power to reduce the duration and scope of such provision to the extent necessary to make it enforceable and this Agreement in its reduced form shall be valid and enforceable to the extent permitted by law. The Executive acknowledges that the Corporation's remedy at law for a breach by the Executive of the provisions of this Section 7 will be inadequate. Accordingly, in the event of the breach or threatened breach by the Executive of this Section 7, the Corporation shall be entitled to injunctive relief in addition to any other remedy it may have.


8. Severance Pay. If the Executive's employment here- under is involuntarily terminated for any reason other than those set forth in Section 2(c) hereof, then unless the Corporation shall have terminated the Executive for "Cause", the Corporation shall pay the Executive severance pay in the amount equal to twenty-four months of the Executive's base salary on the effective date of the termination plus 1/12 of the amount of the last bonus paid to the Executive under the Corporation's bonus plan applicable to the Executive for each month in the period beginning on January 1 of the year in which the date of the termination occurs and ending on the date of the termination and for each months' base salary to which the Executive is entitled under this Section 8, pro- vided however, that any amount paid to the Executive for services rendered subsequent to the thirtieth (30th) day following the communication to the Executive of notice of termination shall be deducted from the severance pay other- wise due hereunder. Such payment shall be made in a lump sum within ten (10) business days following the effective date of the termination. The severance pay shall be in lieu of all other compensation or pay ments of any kind relating to the termination of the Executive's employment hereunder; provided that the Executive's entitlement to compensation or payments under the Corporation's retirement plans, stock option or incentive plans, savings plans or bonus plans attributable to service rendered prior to the effective date of the termina- tion shall not be affected by this clause and shall continue to be governed by the applicable provisions of such plans; and further provided that in lieu hereof, at his election, the Executive shall be entitled to the benefits of the Sever- ance Agreement of even date between the Corporation and the Executive, if termination occurs in a manner and at a time when such Severance Agreement is applicable. For purposes of this Agreement, the term for "Cause" shall mean because of gross negligence or willful misconduct by the Executive either in the course of his employment hereunder or which has a material adverse effect on the Corporation or the Execu- tive's ability to perform adequately and effectively his duties hereunder.


9. Notices. Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when delivered or mailed, by re- gistered or certified mail, return receipt requested to the respective addresses of the parties set forth above, or to such other address as any party hereto shall designate to the other party in writing pursuant to the terms of this Section 9.


10. Severability. The provisions of this Agreement are severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision.


11. Governing Law. This Agreement shall be governed by and interpreted in accordance with the substantive laws of the State of Connecticut.


12. Supersedure. This Agreement shall cancel and super- sede all prior agreements relating to employment between the Executive and the Corporation, except the Severance Agree- ment.


13. Waiver of Breach. The waiver by a party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any prior or subsequent breach by any of the parties hereto.


14. Binding Effect. The terms of this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Corporation and the heirs, executors, administrators and successors of the Executive, but this Agreement may not be assigned by the Executive.


IN WITNESS WHEREOF, the Corporation and the Executive have executed this Agreement as of the day and year first above written.


BOWATER INCORPORATED


/s/Doris Simpson By/s/ Anthony P. Gammie Witness Its


/s/Harriet Shaw /s/ Phillip A. Temple Witness


SEVERANCE AGREEMENT


THIS AGREEMENT, made the 15TH day of MARCH, 1993, by and between BOWATER INCORPORATED, a Delaware corporation having a mailing address of ONE PARKLANDS DRIVE, DARIEN, CONNECTICUT 06820, (the "Corporation"), and PHILLIP A. TEMPLE of 1500 LAKE SHORE DRIVE, CHICAGO, ILLINOIS 60610 (the "Executive").


WHEREAS, the Corporation considers it essential to the best interests of its shareholders to foster the continued employment of key management personnel; and


WHEREAS, the uncertainty attendant to a change in con- trol of the Corporation may result in the departure or dis- traction of management personnel to the detriment of the Corporation and its shareholders; and


WHEREAS, the Board of Directors of the Corporation (the "Board") has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Corporation's management, in- cluding Executive, to their assigned duties in the event of a change in control of the Corporation.


NOW THEREFORE, it is hereby agreed as follows:


1. DEFINITIONS


The following terms when used herein shall have the meanings assigned to them below:


(a) "Acquiring Person" shall mean any Person who is or
becomes a "beneficial owner" (as defined in Rule
13d-3 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") of securities of the
Corporation representing twenty percent (20%) or
more of the combined voting power of the Corpora-
tion's then outstanding voting securities, unless
such Person has filed S ...