Back in December 2011, the Fibrek‘s Board of Directors amended the employment agreements of their executive employment agreements to include a “change of control” clause that would come into effect if:

• another entity acquires all or substantially all the assets of Fibrek, or
• another entity becomes the beneficial owner of more than 50% of the Common Shares, or
• 50% or more of the members of the board of directors of Fibrek becoming persons other than the Existing Directors

If any of the executives would be terminated without cause or suffer a substantial change in his or her working conditions within six months of a change of control, or, give notice of his or her intention to voluntarily terminate his or her own employment within 60 days of the change of control, such executive was entitled to a separation payment.

These changes were made with the objective of incentivizing and retaining the services of the Fibrek executives in the context of the Resolute Offer.

On May 2, 2012 the change of control clause was triggered when Resolute Forest Products acquired Fibrek.

On May 9, 2012, the 5 executives at Fibrek resigned from their positions and were therefore eligible for separation payments.

Before they left, the departing executives approved their separation payments and secured the payments in a trust account in April.  In addition, a letter of credit was put in place in April 2011, the amount of which was increased in December 2011, to secure the additional pension benefits recognized to Pierre Gabriel Côté in the event of a change of control.

Pierre Gabriel Côté -  President and Chief Executive Officer - $5,114,684

As President and CEO,  Côté received a severance payment equal to 36 months of his base salary, and a target short-term bonus.

$5,114,684 was paid to Côté on May 11, 2012.

Of this payment, $3,634,934 was his severance payment and $1,479,750 was to settle his supplemental pension benefits accrued during his employment.

Without the change of control clause, Côté’s severance payment would have been $900,000.

Patsie Ducharme - Vice President and Chief Financial Officer - $754,866

Ducharme received a severance payment equal to 24 months of salary, a short-term bonus, and the value of contributions and notional supplementary contributions that would have been made by Fibrek to the Pension Plan for Ducharme during such 24-month period.

Ducharme’s payment was $754,866.

Ducharme will keep her medical, dental and life insurance coverage for 24 months.

Without the change of control clause, Ducharme’s severance payment would have been $531,144.

Dany Paradis - Vice President, Change Management and Supply Chain - $914,157

Paradis received a severance payment equal to 24 months of his base salary and target short-term bonus, and the value of contributions and notional supplementary contributions that would have been made by Fibrek to the Pension Plan for  Paradis during such 24-month period.

Paradis’s payment was $914,157 .

Paradis will also keep his medical, dental and life insurance coverage for 24 months.

Without the change of control clause, Paradis’ severance payment would have been $417,101.

Jean-Pierre Benoit - Vice President, Sales and Operations - $778,497

Benoit  received a severance payment equal to 24 months of his base salary and target short-term bonus, and the value of contributions and notional supplementary contributions that would have been made by Fibrek to the Pension Plan for Benoit during such 24-month period.

Benoit’s payment was $778,497.

Benoit will also keep his medical, dental and life insurance coverage for 24 months.

Without the change of control clause, Benoit’s severance payment would have been $363,544.

Emmanuelle Lamarre-Cliche, Vice President, Legal Affairs, Sustainable Development and Corporate Secretary – $671,931

Emmanuelle Lamarre-Cliche received a severance payment equal to 24 months of her base salary and target short-term bonus, and the value of contributions and notional supplementary contributions that would have been made by Fibrek to the Pension Plan for Lamarre-Cliche during such 24-month period.

Lamarre-Cliche’s payment was $671,931.

Lamarre-Cliche will also keep her medical, dental and life insurance coverage for 24 months.

Without the change of control clause, Lamarre-Cliche’s severance payment would have been $318,994.