Exhibit 10.1

[Letterhead of Clearwater Paper Corporation]

December 13, 2011

Mr. Gordon L. Jones

Dear Gordon:

The purpose of this letter agreement (this “ Agreement ”) is to confirm important terms and conditions pertaining to your continued employment as Chief Executive Officer of Clearwater Paper Corporation (the “ Company ”) and supersedes in its entirety that prior agreement entered into effective as of July 1, 2008 by and among you and the Company as successor in interest to Potlatch Corporation under that prior agreement.

1. Term of Agreement : The term of this Agreement shall begin on December 16, 2011 (the “ Effective Date ”), and will end at the close of business on December 15, 2014 (the “ Agreement Term ”), unless this Agreement is terminated earlier in accordance with its terms.

2. Position : You will continue to be employed with the Company as its Chief Executive Officer. In addition, the Company’s Board of Directors (the “ Board ”) shall use its best efforts to secure your continued election to the Board.

3. Base Salary : Your base salary as of the Effective Date is $800,000 on an annualized basis, payable in accordance with the Company’s regular payroll practices, as established from time to time. During the term of this Agreement, your salary shall be reviewed on at least an annual basis by, and may be increased but not decreased at the discretion of, the appropriate committee of the Board. The review of your base salary will occur at the same time as the review for other senior executives of the Company.

4. Annual Incentive Award Opportunity :

(a) You will be eligible to participate in the Company’s annual bonus plan for similarly situated executives. Under the current terms of the annual bonus plan, your target annual bonus is 100% of your base salary. Any actual bonus can range from 0% to 175% of the target bonus opportunity and will be calculated 75% based on corporate performance and 25% based on individual performance. All awards shall be governed by the terms of, and subject to any conditions established by, the Company’s then-current annual bonus plan.

(b) Notwithstanding the provisions of Section 4(a), and subject to Section 8(b), for purposes of any applicable annual bonus plan, your termination of employment on or after January 1, 2013 for any reason other than death, disability or by the Company for “Misconduct,” as that term is defined for purposes of the Company’s Severance Program for Executive Employees, as amended from time to time, or any successor program (the “ Severance Program ”), shall be treated as a normal retirement under the annual bonus plan.

5. Long-Term Incentive Awards :

(a) You will be eligible to participate in the Company’s Long-Term Incentive Plan (“ LTIP ”), subject to the terms and conditions of the LTIP and on a basis at least as favorable as generally applicable to the other senior executives of the Company. Under the current LTIP, the target value of your LTIP award is 200% of the mid-point of the range for your salary grade. Actual payout of LTIP awards, which may range from zero (0) shares to a maximum of two (2) times the target number of shares, will be based on Company performance as measured by the methodology determined by the appropriate committee of the Board and will be paid out in shares of Company stock in accordance with the terms and conditions of the LTIP. ¹

(b) Notwithstanding the provisions of Section 5(a), and subject to Section 8(b), your termination of employment on or after January 1, 2013 for any reason other than death, disability or termination by the Company for “Misconduct,” as that term is defined for purposes of the Severance Program, shall be treated as a normal retirement under the LTIP (the amount payable due to such treatment is referred to herein as the “Section 5(b) Additional Benefit”).

6. Employee Benefits :

(a) You will be eligible to participate in Company’s employee welfare, benefit, and retirement plans and programs, including retirement and supplemental retirement plans, on the same basis as generally applicable to the other senior executives of the Company. Further, you will be eligible for all fringe benefits and perquisites generally available to the other senior executives of the Company on at least as favorable basis as such other senior executives, and you will be reimbursed for reasonable business expenses per Company policy.

(b) Notwithstanding the provisions of Section 6(a), and subject to Section 8(b), if your employment terminates prior to your attainment of age 65, the Board will take such action as is necessary to provide you with an additional benefit under the Company’s Salaried Supplemental Benefit Plan, as amended from time to time (or a successor plan thereto) (the “ Supplemental Plan ”), or under another benefit plan or arrangement, which will make up certain benefits which cannot be paid to you under the Clearwater Paper Salaried Retirement Plan, as amended from time to time (the “ Retirement Plan ”), or under the Clearwater Paper 401(k) Plan, as amended from time to time (the “ 401(k) Plan ”), pursuant to the benefit enhancement under the 401(k) Plan that will take effect January 1, 2012 in connection with the freezing of the Retirement Plan and the Retirement Plan Supplemental Benefit portion of the Supplemental Plan, to include: (i) any benefit that you have accrued under the Retirement Plan but must forfeit because you are not fully vested in your benefit under the Retirement Plan at the time your employment with the Company terminates;

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(ii) prompt payment or commencement of payment, without actuarial reduction for commencement of payment prior to age 65, of (A) the benefit you have accrued under the Retirement Plan Supplemental Benefit portion of the Supplemental Plan plus (B) an amount equal to the benefit you have accrued under the Retirement Plan (after taking clause (i) above into account, if you are not vested in your benefit under the Retirement Plan at the time your employment with the Company terminates), adjusted for the form of payment (to the extent your benefit under the Retirement Plan is vested at the time your employment with the Company terminates, such additional amount under part (B), above, shall cease to be paid upon your attainment of age 65 or, if earlier, on the date your benefit under the Retirement Plan is paid or commences to be paid), and (iii) payment in a lump sum as soon as practicable (but, in no event, more than 30 days) after your termination of employment of the additional benefit that you would have accrued under the 401(k) Plan and the 401(k) Plan Supplemental Benefit portion of the Supplemental Plan pursuant to the benefit enhancement referred to above, if you had continued your employment with the Company until you reached age 65, with a continued compensation rate equal to your compensation rate at the time your employment with the Company terminates, provided, however, that the benefits described in clause (ii) and clause (iii) above shall be paid only if your employment terminates on or after January 1, 2013 for any reason other than death, disability or by the Company for “Misconduct,” as that term is defined for purposes of the Severance Program. Any additional benefits to which you may be entitled under clause (i) and (ii) above shall be paid in the form and at the time specified in the Supplemental Plan for Supplemental Retirement Plan Benefits of an equivalent amount assuming no discount for early commencement.

(c) The Company will pay, or reimburse you for, the reasonable professional fees and related expenses you incur for legal advice in connection with the preparation and execution of this Agreement.

7. Termination of Employment; Severance : This Agreement and your employment with the Company may be terminated at any time during its term by either you or the Company, provided, however, that the parties’ rights and obligations upon such termination during the term shall be as set forth in applicable provisions of this Agreement and the Severance Program and applicable provisions of any other documents referenced in Section 15 below. If your employment terminates during the term of this Agreement for any reason you shall promptly offer to resign from the Board. The Nominating and Governance Committee shall consider the appropriateness of continued Board service and will recommend to the Board whether the resignation should be accepted. In addition, termination of your employment for any reason shall constitute your resignation as an officer of the Company, its subsidiaries, and its affiliates. You will be a participant in the Severance Program and will be subject to all the terms and conditions of the Severance Program, which are incorporated into this agreement by reference; provided, however, that Section 4(c) of the Severance Program and references to Section 4(c) in Section 4(d) of the Severance Program shall not apply to you, and in their place the following provisions shall apply:

(a) Notwithstanding any other provision of this Agreement, in the event that you become entitled to receive or receive any payments, options, awards or benefits (including,

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without limitation, the monetary value of any non-cash benefits and the accelerated vesting of stock options) under this Agreement, the Severance Program or under any other plan, agreement or arrangement with the Company, any person whose actions result in a “Change of Control” (as that term is defined in the Severance Program) or any person affiliated with the Company or such person (collectively, the “ Payments ”), that may separately or in the aggregate constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the Treasury regulations promulgated thereunder (“ 280G ”) and it is determined that, but for this Section 7(a), any of the Payments will be subject to any excise tax pursuant to Section 4999 of the Code or any similar or successor provision (the “ Excise Tax ”), the Company shall pay to you either (i) the full amount of the Payments or (ii) an amount equal to the Payments, reduced by the minimum amount necessary to prevent any portion of the Payments from being an “excess parachute payment” (within the meaning of Section 280G) (the “ Capped   Payments ”), whichever of the foregoing amounts results in the receipt by you, on an after-tax basis, of the greatest amount of Payments notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. For purposes of determining whether you would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Payments and for purposes of Section 7(c) (if applicable), you shall be deemed to pay federal, state and local taxes at the highest marginal rate of taxation for the applicable calendar year.

(b) All computations and determinations called for by Sections 7(a) and 7(c) shall be made and reported in writing to the Company and you by a third-party service provider selected by the Company (the “ Tax Advisor ”), and all such computations and determinations shall be conclusive and binding on the Company and you. For purposes of such calculations and determinations, the Tax Advisor shall rely on accurate information about the Payments and reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and you shall furnish to the Tax Advisor such information and documents as the Tax Advisor may reasonably request in order to make their required calculations and determinations. The Company shall bear all fees and expenses charged by the Tax Advisor in connection with its services.

(c) In the event that Section 7(a) applies and a reduction is required to be applied to the Payments thereunder, the Payments shall be reduced by the Company in a manner and order of priority that provides you with the largest net after-tax value; provided that payments of equal after-tax present value shall be reduced in the reverse order of payment. Notwithstanding anything to the contrary herein, any such reduction shall be structured in a manner intended to comply with Section 409A of the Code.

8. Covenants :

(a) You acknowledge and agree to execute and comply with the Company’s Inventions, Trade Secrets and Confidentiality Agreement, which is incorporated into this agreement by reference, in the form attached to this Agreement and as the same may be amended from time to time. You also acknowledge that your obligations under the Inventions, Trade Secrets and Confidentiality Agreement will survive the termination of your

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employment for any reason. You also acknowledge and agree that you will have access to confidential and proprietary information of the Company and third parties in the course of performing your responsibilities for the Company, that such access is necessary to your ability to perform those responsibilities, that such Company confidential and proprietary information is a valuable asset of the Company, and that the Company has developed and will develop goodwill that is a valuable asset of the Company. In view of the foregoing and in consideration of the compensation and benefits as provided under this Agreement, you further agree that:

(i) during the time you are employed and for a period of three (3) years following your separation from employment with the Company for any reason, you will not, without the prior written consent of the Company, directly or indirectly, engage in, whether as an owner, consultant, outside director, employee, or otherwise, activities competitive with those of the Company in any state, province or like geography where the Company does business;

(ii) during the time you are employed and for a period of three (3) years following your separation from employment with the Company for any reason, you will not, without the prior written consent of the Company, directly or indirectly, solicit for employment, offer, or cause to be offered employment, either on a full time, part-time or consulting basis, to any person who was employed by the Company or its affiliates on the date your employment terminated and with whom you had regular contact during the course of your employment by the Company; and

(iii) during the time you are employed and for a period of one (1) year following your separation from employment with the Company for any reason, you will not, without the prior written consent of the Company, directly or indirectly, (A) solicit, divert, appropriate to or accept on behalf of any competitor of the Company, or (B) attempt to solicit, divert, appropriate to or accept on behalf of any competitor of the Company, any business from any customer or actively sought prospective customer of the Company with whom you have dealt, whose dealings with the Company have been supervised by you or about whom you have acquired confidential information in the course of your employment.

You agree that the foregoing restrictions are reasonable, will not preclude you from finding gainful employment, and are necessary to protect the goodwill, confidential information, and other protectable business interests of the Company. You further agree that the Company would suffer irreparable harm should you violate these restrictions and agree that injunctive relief, in addition to any other damages or relief available to the Company, is appropriate and necessary to protect the Company’s interests.

(b) In the event of a breach by you of your obligations under Section 8(a), no further payment of the Section 5(b) Additional Benefit shall be made, any further rights you may have had to future payment of the Section 5(b) Additional Benefit shall be canceled and void, and you shall promptly repay to the Company any prior payment made to you of the Section 5(b) Additional Benefit.

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9. Representation and Warranties : You represent and warrant that you are not a party to, or otherwise subject to, any covenant not to compete, or other agreement that would restrict or limit your ability to perform your responsibilities under this Agreement, with any person or entity and that your performance of your obligations under this Agreement will not violate the terms and conditions of any contract or obligation, written or oral, between you and any other person or entity.

10. Assignment and Successors : This Agreement is personal to you and, without the prior written consent of the Company, shall not be assignable by you. The Company may assign this Agreement (a) to any corporation resulting from any merger, consolidation or other reorganization to which the Company is a party; (b) any corporation, partnership, association or other person to which the Company may transfer all or substantially all of the assets and business of the Company existing at such time; or (c) any subsidiary, parent or other affiliate of the Company, but in the event of an assignment to a subsidiary, parent or affiliate, the Company shall remain obligated to you for the compensation and benefits payable under this Agreement. This Agreement shall inure to the benefit of and be enforceable by the Company and its successors and assigns.

11. Withholding : The Company may withhold from any payment that is required to be made under this Agreement amounts sufficient to satisfy applicable withholding requirements under any federal, state, or local law and all payments hereunder shall be subject to applicable deductions.

12. Controlling Law : Except where otherwise provided for herein, this Agreement shall be governed in all respects by the laws of the State of Washington, excluding any conflict-of-law rule that might refer the construction of the Agreement to the laws of another state or country. You consent to the exclusive jurisdiction of the state and federal courts located in Spokane County, Washington, for any action relating this Agreement. You will not bring any action relating to this Agreement in any other court.

13. Separability and Construction : If any provision of this Agreement is determined to be invalid, unenforceable, or unlawful by a court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect, and the provisions that are determined to be invalid, unenforceable, or unlawful will either be limited or reformed so that they will remain in effect to the fullest extent allowed by law.

14. Waiver of Breach : Except as otherwise specifically provided for herein, no failure by any party to give notice of any breach of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver or relinquishment of that party’s rights, and no waiver or relinquishment of rights by any party at any one or more times will be deemed to be a waiver or relinquishment of such right or power at any other time or times.

15. This Agreement and the payments and benefits provided for hereunder, including, without limitation, those provided for in Section 6(b) hereof, are intended to comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A (to the extent not exempt therefrom). Notwithstanding anything herein to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions;

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provided, however that in no event shall the Company or any of its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on you pursuant to Code Section 409A or for any damages incurred by you as a result of this Agreement (or the payments or benefits hereunder) failing to comply with, or be exempt from, Code Section 409A. If you or the Company reasonably believes that any payment or benefit does not so comply with Section 409A, you or the Company will promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of this Agreement such that it complies (with the most limited possible economic effect on you and on the Company) or to mitigate any additional tax or interest (or both) that may apply under Section 409A if compliance is not practicable. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary:

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16. Entire Agreement/Modification in Writing : This Agreement together with the Inventions, Trade Secrets and Confidentiality Agreement and relevant plan documents and grant notices (each as it may be amended from time to time) constitute the entire understanding relating to the matters addressed herein and supersede any other prior agreement, whether written or oral. No addition to, or modification of, this Agreement shall be effective unless in writing and signed by both you and an authorized representative of the Company.

17. Construction : Each party and his or its counsel have reviewed this Agreement and have been provided the opportunity to revise this Agreement, and, accordingly, the normal rule of construction providing for any ambiguities to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. Instead, the language of all parts of this Agreement shall be construed as a whole and according to its fair meaning, not strictly for or against either party. Nothing in this Agreement is intended to or constitutes a guarantee of employment for a fixed or specific term, and except as to the specific obligations established by this Agreement, the Company reserves the right to adopt, amend, discontinue, or otherwise alter its compensation, benefit, and human resources practices, policies, and programs at its discretion.

18. Survival : The provisions of Sections 7, 8, 9 and 11-16 of this Agreement shall survive the termination of this Agreement and any termination of your employment hereunder.

[Remainder of page intentionally left blank.]

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Gordon, I hope this Agreement provides you with the level of security and incentive that will allow you to continue to contribute substantially to the success of the Company. Please sign below and return an executed original to me to indicate your acceptance of these terms. Again, we are pleased to have you as a continuing member of the team.

Sincerely,

I, Gordon L. Jones, have read, understand, accept and agree to the terms of the letter/agreement from Boh A. Dickey dated December 13, 2011.

Date: December 13, 2011

Clearwater Paper Corporation

Inventions, Trade Secrets and Confidentiality Agreement

IN CONSIDERATION OF and as a condition of my employment or continued employment by Clearwater Paper Corporation (the “Company”), and in consideration of the compensation and benefits to be provided to me and the confidential and other information of the Company to which I will be provided access, I agree as follows:

Inventions and Improvements

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Trade Secrets and Confidential Information

I understand and agree that (a) my obligations under this Agreement will survive the termination of my employment for any reason, (b) nothing in this Agreement constitutes a promise of continued employment or a limitation on the Company’s or my rights to terminate my employment, (c) the Company may assign this Agreement to any entity that employs me, including but not limited to any successor to the Company, (d) this Agreement will be governed by the laws of the State of Washington, and (e) any legal action relating to this Agreement shall be brought only in a state or federal court located in the State of Washington.

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Date

(Upon execution, this document will be placed in the employee’s personnel file.)

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Exhibit 10.2

[Letterhead of Clearwater Paper Corporation]

December 9, 2011

Ms. Linda K. Massman

Dear Linda:

The purpose of this letter agreement (this “ Agreement ”) is to confirm important terms and conditions pertaining to your employment as President and Chief Operating Officer of Clearwater Paper Corporation (the “ Company ”) and supersedes in its entirety the terms and conditions of that offer letter dated August 26, 2008 from the Company as successor in interest under that offer letter to Potlatch Corporation.

1. Term of Agreement : This Agreement shall be effective as of November 1, 2011 (the “ Effective Date ”), and, unless terminated earlier in accordance with its terms, shall remain in effect for one (1) year following the Effective Date (the “ Agreement Term ”). The Agreement Term shall automatically extend for successive one-year periods unless and until the Company gives, or you give, written notice to the other of termination at least ninety (90) calendar days prior to the end of the then-current term.

2. Position : You will be employed with the Company as its President and Chief Operating Officer. You will continue to serve as the Company’s Chief Financial Officer until your replacement is identified and elected.

3. Base Salary : Your base salary as of the Effective Date is $525,000 on an annualized basis, payable in accordance with the Company’s regular payroll practices, as established from time to time. Beginning on March 1, 2013 and continuing thereafter during the term of this Agreement, your salary shall be reviewed on at least an annual basis by, and may be increased but not decreased at the discretion of, the appropriate committee of the Board. Except as otherwise provided in this Section 3, the review of your base salary will occur at the same time as the review for other senior executives of the Company.

4. Annual Incentive Award Opportunity : You will be eligible to participate in the Company’s annual bonus plan for similarly situated executives. As of the Effective Date, your target annual bonus is 70% of your base salary. All awards shall be governed by the terms of, and subject to any conditions established by, the Company’s then-current annual bonus plan.

5. Long-Term Incentive Awards : You will be eligible to participate in the Company’s Long-Term Incentive Plan (“ LTIP ”), subject to the terms and conditions of the LTIP and on a basis at least as favorable as generally applicable to the other senior executives of the Company. Under the current LTIP, beginning with the award granted in 2012, the target value of your LTIP

award is 125% of the mid-point of the range for your salary grade. Beginning with the award granted in 2012 and until changed, all of your LTIP awards will be granted in the form of performance shares.

6. Employee Benefits :

(a) You will be eligible to participate in the Company’s employee welfare, benefit, and retirement plans and programs, including retirement and supplemental retirement plans, on the same basis as generally applicable to the other senior executives of the Company. Further, you will be eligible for all fringe benefits and perquisites generally available to the other senior executives of the Company on at least as favorable a basis as such other senior executives, and you will be reimbursed for reasonable business expenses per Company policy.

(b) The Company will pay, or reimburse you for, the reasonable professional fees and related expenses you incur for legal advice in connection with the preparation and execution of this Agreement.

7. Termination of Employment; Severance : This Agreement and your employment with the Company may be terminated at any time during its term by either you or the Company, provided, however, that the parties’ rights and obligations upon such termination during the term shall be as set forth in applicable provisions of this Agreement and the Severance Program for Executive Employees, as amended from time to time, or any successor program (the “ Severance Program ”) and applicable provisions of any other documents referenced in Section 16 below. Termination of your employment for any reason shall constitute your resignation as an officer of the Company, its subsidiaries, and its affiliates. You will be a participant in the Severance Program and will be subject to all the terms and conditions of the Severance Program, which are incorporated into this agreement by reference; provided, however, that:

(a) With regard to Section 4(a)(i) and the last paragraph of Section 4(a) and subject to Section 5(c) of the Severance Program (and any similar or successor sections), the cash benefit payable upon the occurrence of any of the events specified in Section 5(a) of the Severance Program (and any similar or successor section) prior to a Change of Control (as that term is defined in the Severance Program) will be equal to one year of your Base Compensation.

(b) Section 4(c) of the Severance Program (and any similar or successor section) and references to Section 4(c) in Section 4(d) of the Severance Program (and any similar or successor section) shall not apply to you, and in their place the following provisions shall apply:

(i) Notwithstanding any other provision of this Agreement, in the event that you become entitled to receive or receive any payments, options, awards or benefits (including, without limitation, the monetary value of any non-cash benefits and the accelerated vesting of stock options) under this Agreement, the Severance Program or under any other plan, agreement or arrangement with the Company, any person whose actions result in a “Change of Control” (as that term is defined in the Severance Program) or any person affiliated with the Company or such person (collectively, the “ Payments ”),

that may separately or in the aggregate constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the Treasury regulations promulgated thereunder (“ 280G ”) and it is determined that, but for this Section 7(a), any of the Payments will be subject to any excise tax pursuant to Section 4999 of the Code or any similar or successor provision (the “ Excise Tax ”), the Company shall pay to you either (i) the full amount of the Payments or (ii) an amount equal to the Payments, reduced by the minimum amount necessary to prevent any portion of the Payments from being an “excess parachute payment” (within the meaning of Section 280G) (the “ Capped   Payments ”), whichever of the foregoing amounts results in the receipt by you, on an after-tax basis, of the greatest amount of Payments notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. For purposes of determining whether you would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Payments and for purposes of Section 7(c) (if applicable), you shall be deemed to pay federal, state and local taxes at the highest marginal rate of taxation for the applicable calendar year.

(ii) All computations and determinations called for by Sections 7(i) and 7(iii) shall be made and reported in writing to the Company and you by a third-party service provider selected by the Company (the “ Tax Advisor ”), and all such computations and determinations shall be conclusive and binding on the Company and you. For purposes of such calculations and determinations, the Tax Advisor may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and you shall furnish to the Tax Advisor such information and documents as the Tax Advisor may reasonably request in order to make their required calculations and determinations. The Company shall bear all fees and expenses charged by the Tax Advisor in connection with its services.

(iii) In the event that Section 7(i) applies and a reduction is required to be applied to the Payments thereunder, the Payments shall be reduced by the Company in a manner and order of priority that provides you with the largest net after-tax value; provided that payments of equal after-tax present value shall be reduced in the reverse order of payment. Notwithstanding anything to the contrary herein, any such reduction shall be structured in a manner intended to comply with Section 409A of the Code.

Further, and subject to Section 5(c) of the Severance Program (and any similar or successor section), upon the occurrence of any of the events specified in Section 5(a) of the Severance Program (and any similar or successor section) prior to a Change of Control (as that term is defined in the Severance Program), you will receive a pro-rated settlement of your performance awards based on actual performance determined pursuant to such plan and pro-rated vesting of your restricted stock unit awards, where applicable, granted under the LTIP.

Further, and subject to Section 5(c) of the Severance Program (and any similar or successor section), upon the occurrence of any of the events specified in Section 5(a) of the Severance Program (and any similar or successor section) prior to a Change of Control (as that term is defined in the Severance Program), you shall receive a cash payment of $225,000.

8. Covenants :

You acknowledge and agree to execute and comply with the Company’s Inventions, Trade Secrets and Confidentiality Agreement, which is incorporated into this Agreement by reference, in the form attached to this Agreement and as the same may be amended from time to time. You also acknowledge that your obligations under the Inventions, Trade Secrets and Confidentiality Agreement will survive the termination of your employment for any reason. You also acknowledge and agree that you will have access to confidential and proprietary information of the Company and third parties in the course of performing your responsibilities for the Company, that such access is necessary to your ability to perform those responsibilities, that such Company confidential and proprietary information is a valuable asset of the Company, and that the Company has developed and will develop goodwill that is a valuable asset of the Company. In view of the foregoing and in consideration of the compensation and benefits as provided under this Agreement, you further agree that:

(a) during the time you are employed and for a period of two (2) years following your separation from employment with the Company for any reason, you will not, without the prior written consent of the Company, directly or indirectly, engage in, whether as an owner, consultant, employee, or otherwise, activities competitive with that of the Company in any state, province or like geography where the Company does business;

(b) during the time you are employed and for a period of two (2) years following your separation from employment with the Company for any reason, you will not, without the prior written consent of the Company, directly or indirectly, solicit for employment, offer, or cause to be offered employment, either on a full time, part-time or consulting basis, to any person who was employed by the Company or its affiliates on the date your employment terminated and with whom you had regular contact during the course of your employment by the Company; and

(c) during the time you are employed and for a period of one (1) year following your separation from employment with the Company for any reason, you will not, without the prior written consent of the Company, directly or indirectly, (A) solicit, divert, appropriate to or accept on behalf of any competitor of the Company, or (B) attempt to solicit, divert, appropriate to or accept on behalf of any competitor of the Company, any business from any customer or actively sought prospective customer of the Company with whom you have dealt, whose dealings with the Company have been supervised by you or about whom you have acquired confidential information in the course of your employment.

You agree that the foregoing restrictions are reasonable, will not preclude you from finding gainful employment, and are necessary to protect the goodwill, confidential information, and other protectable business interests of the Company. You further agree that the Company would suffer irreparable harm should you violate these restrictions and agree that injunctive relief, in addition to any other damages or relief available to the Company, is appropriate and necessary to protect the Company’s interests.

9. Representation and Warranties : You represent and warrant that you are not a party to, or otherwise subject to, any covenant not to compete, or other agreement that would restrict or limit

your ability to perform your responsibilities under this Agreement, with any person or entity and that your performance of your obligations under this Agreement will not violate the terms and conditions of any contract or obligation, written or oral, between you and any other person or entity.

10. Assignment and Successors : This Agreement is personal to you and, without the prior written consent of the Company, shall not be assignable by you. The Company may assign this Agreement (a) to any corporation resulting from any merger, consolidation or other reorganization to which the Company is a party; (b) any corporation, partnership, association or other person to which the Company may transfer all or substantially all of the assets and business of the Company existing at such time; or (c) any subsidiary, parent or other affiliate of the Company. This Agreement shall inure to the benefit of and be enforceable by the Company and its successors and assigns.

11. Withholding : The Company may withhold from any payment that is required to be made under this Agreement amounts sufficient to satisfy applicable withholding requirements under any federal, state, or local law and all payments hereunder shall be subject to applicable deductions.

12. Controlling Law : Except where otherwise provided for herein, this Agreement shall be governed in all respects by the laws of the State of Washington, excluding any conflict-of-law rule that might refer the construction of the Agreement to the laws of another state or country. You consent to the exclusive jurisdiction of the state and federal courts located in Spokane County, Washington, for any action relating to this Agreement. You will not bring any action relating to this Agreement in any other court.

13. Notices : Any notices under this Agreement that are required to be given to the Company shall be addressed to the Corporate Secretary of the Company, and any notices required to be given to you shall be sent to your address as shown in the Company’s records, which you are responsible for keeping up-to-date.

14. Separability and Construction : If any provision of this Agreement is determined to be invalid, unenforceable, or unlawful by a court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect, and the provisions that are determined to be invalid, unenforceable, or unlawful will either be limited or reformed so that they will remain in effect to the fullest extent allowed by law.

15. Waiver of Breach : Except as otherwise specifically provided for herein, no failure by any party to give notice of any breach of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver or relinquishment of that party’s rights, and no waiver or relinquishment of rights by any party at any one or more times will be deemed to be a waiver or relinquishment of such right or power at any other time or times.

16. Entire Agreement/Modification in Writing : This Agreement together with the Inventions, Trade Secrets and Confidentiality Agreement, plan documents, grant notices, and governing policies of the Company (each as it may be amended from time to time) constitute the entire understanding relating to the matters addressed herein and supersede any other prior

agreement, whether written or oral. No addition to, or modification of, this Agreement shall be effective unless in writing and signed by both you and an authorized representative of the Company.

17. Construction : Each party and his, her, or its counsel have reviewed this Agreement and have been provided the opportunity to revise this Agreement, and, accordingly, the normal rule of construction providing for any ambiguities to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. Instead, the language of all parts of this Agreement shall be construed as a whole and according to its fair meaning, not strictly for or against either party. Nothing in this Agreement is intended to or constitutes a guarantee of employment for a fixed or specific term, and the Company reserves the right to adopt, amend, discontinue, or otherwise alter its compensation, benefit, and human resources practices, policies, and programs at its discretion.

18. Survival : The provisions of Sections 7, 8, 9 and 11-17 of this Agreement shall survive the termination of this Agreement and any termination of your employment hereunder.

[Remainder of page intentionally left blank.]

Linda, I hope this Agreement provides you with the level of security and incentive that will allow you to continue to contribute substantially to the success of the Company. Please sign below and return an executed original to me to indicate your acceptance of these terms. Again, we are pleased to have you as a continuing member of the team.

Sincerely,

cc: Thomas H. Carter

I, Linda K. Massman, have read, understand, accept and agree to the terms of the letter/agreement from Gordon L. Jones dated December 9, 2011.

                                         , 2011

Date

Clearwater Paper Corporation

Inventions, Trade Secrets and Confidentiality Agreement

IN CONSIDERATION OF and as a condition of my employment or continued employment by Clearwater Paper Corporation (the “Company”), and in consideration of the compensation and benefits to be provided to me and the confidential and other information of the Company to which I will be provided access, I agree as follows:

Inventions and Improvements

Trade Secrets and Confidential Information

I understand and agree that (a) my obligations under this Agreement will survive the termination of my employment for any reason, (b) nothing in this Agreement constitutes a promise of continued employment or a limitation on the Company’s or my rights to terminate my employment, (c) the Company may assign this Agreement to any entity that employs me, including but not limited to any successor to the Company, (d) this Agreement will be governed by the laws of the State of Washington, and (e) any legal action relating to this Agreement shall be brought only in a state or federal court located in the State of Washington.

(Upon execution, this document will be placed in the employee’s personnel file.)

Exhibit 10.3

Annual LTIP and Founders Grant RSUs

[Letterhead of Clearwater Paper Corporation]

[Date]

[Name]

[Address]

[Address]

Re: Deferral of RSU Settlements

Dear                     :

You have                      Restricted Stock Units (RSUs) scheduled to vest on December 31, 2011, and another                      RSUs (the balance of your “Founders Award”) scheduled to fully vest on January 13, 2012. Ordinarily we would transfer to you the number of shares of Clearwater Paper common stock (“Shares”) corresponding to your fully vested RSUs within a period of days after the vesting date. However, because the compensation from your RSUs will likely exceed the amount deductible by Clearwater Paper for federal income tax purposes, we are required to defer the delivery of a portion of these shares until a later date.

The remainder of this letter explains in more detail the reasons for this deferral and how it will be administered in practice.

Why must delivery of the Shares be deferred?

Section 12 of your RSU Agreements provides for an automatic deferral of RSU compensation to the extent that compensation would exceed the amount deductible by Clearwater Paper under Section 162(m) of the Internal Revenue Code at the time the RSU award vests.

Section 162(m) imposes a $1 million cap on the tax deduction that can be claimed by Clearwater Paper for compensation paid to any “covered employee” during a calendar year. Our “covered employees” for any calendar year are the CEO and the three most highly compensated executive officers, other than the CFO, who are employed as of the end of the year. Performance-based compensation, such as our Performance Share awards and Annual Incentive Plan bonuses, is exempt from the $1 million limit, but RSUs are not considered “performance-based” and thus are subject to the limit.

We are expecting that you will be one of our “covered employees” for 2011 and 2012, and that your total non-performance based compensation for 2011 and 2012 will exceed the $1 million deduction limit. That means you will be subject to the deferral requirement.

How is the amount to be deferred calculated?

As of December 31, 2011, we will determine whether the value of your RSUs vesting on that date, plus your other non-performance based compensation for 2011, exceeds the $1 million deduction limit. The value of your RSUs for this purpose will be determined by multiplying the number of fully vested RSUs by the closing selling price per Share on the NYSE on December 30, 2011 (the last day of trading in 2011). If your total non-performance based compensation exceeds $1 million, we will divide the excess amount by the same price per Share to determine the number of Shares under your RSU award that must be deferred.

Similarly, on January 13, 2012 we will determine whether, and by how much, the value of your Founders Award RSUs fully vesting on that date, plus your other non-performance based compensation projected for 2012, exceeds the $1 million deduction limit. The value of your Founders Award RSUs will be determined by multiplying the number of fully vested RSUs under that award by the closing selling price per Share on the NYSE on January 13, 2012. If your total non-performance based compensation projected for 2012 exceeds $1 million, we will divide the excess amount by the same price per Share to determine the number of Shares under your Founders Award that must be deferred.

For example, with respect to the your Founders Award RSUs fully vesting on January 13, 2012, if the value of one Share on January 13, 2012 is $35 per share, your RSUs would be worth $              . If your other non-performance based compensation projected for 2012 is $              , you would exceed the $1 million limit by $              . We would divide the $              excess by $35 per share to determine the number of shares that must be deferred: $              ÷ $35 =              shares.

When will the deferred Shares be paid?

Under Section 12 of your RSU Agreement, the deferred Shares will be settled after we have determined that deduction of the payment will not be barred by Section 162(m). That means payment will be made to you after any one of the following events occurs:

In the first situation, we will deliver all of the deferred Shares to you (subject to applicable withholding taxes) as soon as practicable after your termination of employment. While that delivery would normally occur within 60 days after your termination of employment, it is likely we will have to delay delivery for at least 6 months after your termination of employment to comply with Section 409A of the Internal Revenue Code.

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In the second situation, we will deliver all of the deferred Shares to you (subject to applicable withholding taxes) at or near the end of the calendar year in which you ceased be a “covered employee,” but no later than 60 days after the end of that year.

In the third situation, we will perform a year-end calculation to determine the maximum number of Shares that can be delivered to you. We would first determine the maximum amount of RSU award compensation that, when added to your other non-performance based compensation for that calendar year, would not exceed the $1 million limit, and then divide that amount by the closing selling price per Share on the NYSE on December 31 (or the last day of trading, if earlier) of that year. The resulting number of Shares will be paid to you (subject to applicable withholding taxes) no later than 60 days after the end of that calendar year. Any Shares that cannot be paid to you at that time will continue to be deferred until they can be paid to you under one of the three scenarios described above.

Will the deferred shares be eligible for dividends?

Your deferred Shares will be credited with dividend equivalents if and when Clearwater Paper pays dividends on its outstanding Shares. The dividend amounts will be deemed invested in additional Shares, which will be paid to you at the same time or times as the original deferred Shares are paid to you.

When is the compensation for deferred RSU awards reported for federal income tax purposes?

Normally, when RSUs vest in a particular calendar year, we report on Form W-2 the fair market value of all of the underlying Shares as “wages” subject to income tax and FICA tax withholding for that year. Since the settlement of a portion of your RSUs will be deferred, however, the tax reporting will be different.

The fair market value of the Shares that are being delivered to you (i.e., that are not being deferred) will be included in your Form W-2 for the year of vesting, and will be subject to both income tax and FICA tax withholding. The Shares that are deferred will not be reported for income tax purposes until they are later paid to you. However, the fair market value of those deferred Shares will need to be reported for FICA tax purposes in the year of vesting. There will be no additional FICA taxes payable on the deferred Shares when the Shares are later paid to you, even if the Shares have appreciated in value prior to that time.

We are permitted to treat the “wages” for the deferred Shares as arising at the end of the calendar year of vesting, when you should have exceeded Social Security wage base for the year ($106,800 for 2011). So the only portion of the FICA tax that should apply to the deferred Shares is the 1.45% Medicare tax. Arrangements will be made to have the 1.45% Medicare tax paid by withholding shares that are not being deferred.

*            *             *

If you have any questions about this letter, please contact                                  at                      .

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To confirm that you understand and agree with the deferral terms described in this letter, please sign and date this letter where indicated below. You should retain a copy of this letter for your records, and return the signed original to                                      at                                      .

Sincerely,

[Name]

[Title]

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Exhibit 10.4

Founders Grant RSUs

[Letterhead of Clearwater Paper Corporation]

[Date]

[Name]

[Address]

[Address]

Re: Deferral of Founders Award Settlement

Dear                      :

The balance of your “Founders Award,” consisting of              Restricted Stock Units (RSUs), is scheduled to fully vest on January 13, 2012. Ordinarily we would transfer to you the number of shares of Clearwater Paper common stock (“Shares”) corresponding to your fully vested RSUs within a period of days after the vesting date. However, because the compensation from your RSUs will likely exceed the amount deductible by Clearwater Paper for federal income tax purposes, we are required to defer the delivery of a portion of these shares until a later date.

The remainder of this letter explains in more detail the reasons for this deferral and how it will be administered in practice.

Why must delivery of the Shares be deferred?

Section 12 of your RSU Agreement provides for an automatic deferral of RSU compensation to the extent that compensation would exceed the amount deductible by Clearwater Paper under Section 162(m) of the Internal Revenue Code at the time the RSU award vests.

Section 162(m) imposes a $1 million cap on the tax deduction that can be claimed by Clearwater Paper for compensation paid to any “covered employee” during a calendar year. Our “covered employees” for any calendar year are the CEO and the three most highly compensated executive officers, other than the CFO, who are employed as of the end of the year. Performance-based compensation, such as our Performance Share awards and Annual Incentive Plan bonuses, is exempt from the $1 million limit, but RSUs are not considered “performance-based” and thus are subject to the limit.

We are expecting that you will be one of our “covered employees” for 2012, and that your total non-performance based compensation for 2012 will exceed the $1 million deduction limit. That means you will be subject to the deferral requirement.

How is the amount to be deferred calculated?

On January 13, 2012 we will determine whether, and by how much, the value of your Founder Award RSUs fully vesting on that date, plus your other non-performance based compensation projected for 2012, exceeds the $1 million deduction limit. The value of your RSUs will be determined by multiplying the number of fully vested RSUs by the closing selling price per Share on the NYSE on January 13, 2012. If your total non-performance based compensation projected for 2012 exceeds $1 million, we will divide the excess amount by the same price per Share to determine the number of Shares under your Founders Award that must be deferred.

For example, if the value of one Share on January 13, 2012 is $35 per share, your RSUs would be worth $              . If your other non-performance based compensation projected for 2012 is $              , you would exceed the $1 million limit by $              . We would divide the $              excess by $35 per share to determine the number of shares that must be deferred: $              ÷ $35 =              shares.

When will the deferred Shares be paid?

Under Section 12 of your RSU Agreement, the deferred Shares will be settled after we have determined that deduction of the payment will not be barred by Section 162(m). That means payment will be made to you after any one of the following events occurs:

In the first situation, we will deliver all of the deferred Shares to you (subject to applicable withholding taxes) as soon as practicable after your termination of employment. While that delivery would normally occur within 60 days after your termination of employment, it is likely we will have to delay delivery for at least 6 months after your termination of employment to comply with Section 409A of the Internal Revenue Code.

In the second situation, we will deliver all of the deferred Shares to you (subject to applicable withholding taxes) at or near the end of the calendar year in which you ceased be a “covered employee,” but no later than 60 days after the end of that year.

In the third situation, we will perform a year-end calculation to determine the maximum number of Shares that can be delivered to you. We would first determine the maximum amount of RSU award compensation that, when added to your other non-performance based compensation for that calendar year, would not exceed the $1 million limit, and then divide that amount by the closing selling price per Share on the NYSE on December 31 (or the last day of trading, if

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earlier) of that year. The resulting number of Shares will be paid to you (subject to applicable withholding taxes) no later than 60 days after the end of that calendar year. Any Shares that cannot be paid to you at that time will continue to be deferred until they can be paid to you under one of the three scenarios described above.

Will the deferred shares be eligible for dividends?

Your deferred Shares will be credited with dividend equivalents if and when Clearwater Paper pays dividends on its outstanding Shares. The dividend amounts will be deemed invested in additional Shares, which will be paid to you at the same time or times as the original deferred Shares are paid to you.

When is the compensation for deferred RSU awards reported for federal income tax purposes?

Normally, when RSUs vest in a particular calendar year, we report on Form W-2 the fair market value of all of the underlying Shares as “wages” subject to income tax and FICA tax withholding for that year. Since the settlement of a portion of your RSUs will be deferred, however, the tax reporting will be different.

The fair market value of the Shares that are being delivered to you (i.e., that are not being deferred) will be included in your Form W-2 for the year of vesting, and will be subject to both income tax and FICA tax withholding. The Shares that are deferred will not be reported for income tax purposes until they are later paid to you. However, the fair market value of those deferred Shares will need to be reported for FICA tax purposes in the year of vesting. There will be no additional FICA taxes payable on the deferred Shares when the Shares are later paid to you, even if the Shares have appreciated in value prior to that time.

We are permitted to treat the “wages” for the deferred Shares as arising at the end of the calendar year of vesting, when you should have exceeded Social Security wage base for the year ($106,800 for 2011). So the only portion of the FICA tax that should apply to the deferred Shares is the 1.45% Medicare tax. Arrangements will be made to have the 1.45% Medicare tax paid by withholding shares that are not being deferred.

***

If you have any questions about this letter, please contact                                          at                                          .

To confirm that you understand and agree with the deferral terms described in this letter, please sign and date this letter where indicated below. You should retain a copy of this letter for your records, and return the signed original to                                          at                                          .

Sincerely,

[Name]

[Title]

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Acknowledged and agreed:

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Exhibit 10.5

CLEARWATER PAPER CORPORATION

RESTRICTED STOCK UNIT AGREEMENT

2008 STOCK INCENTIVE PLAN

THIS RESTRICTED STOCK UNIT 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 attached 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 grant of Restricted Stock Units under Section 10 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) “ Cause ” means the occurrence of any one or more of the following: (i) the Employee’s conviction of any felony or any crime involving fraud, dishonesty or moral turpitude; (ii) the Employee’s participation in a fraud or act of dishonesty against the Corporation, its Subsidiaries or Affiliates or any successor to the Corporation that results in material harm to the business of the Corporation, its Subsidiaries or Affiliates or any successor to the Corporation; (iii) the Employee’s intentional, material violation of any contract between the Corporation, its Subsidiaries or Affiliates or any successor to the Corporation and the Employee, or any statutory duty the Employee owes the Corporation, its Affiliates or any successor to the Corporation, in either case that the Employee does not correct within 30 days after written notice thereof has been provided to the Employee, (iv) the commission of an act by the Employee that could (either alone or with other acts) be considered harassment or discrimination on the basis of gender, race, age, religion, sexual orientation or other protected category; or (v) the commission by the Employee of an alcohol or drug offense in violation of the Corporation’s, or a Subsidiary’s or an Affiliate’s Substance Abuse Policy for salaried employees.

(c) “ 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.

(d) “ Double Trigger Event ” means the Employee’s Service with the Corporation or a Subsidiary or an Affiliate is involuntarily terminated without Cause or voluntarily terminated for Good Reason within one month prior to or 24 months following the effective date of a Change of Control.

(e) “ Good Reason ” means that one or more of the following are undertaken by the Corporation, its Subsidiaries or Affiliates or any successor to the Corporation without the Employee’s written consent: (i) the assignment to the Employee of any duties or responsibilities that results in a material diminution in the Employee’s position or function as in effect immediately prior to the effective date of a Change of Control; provided , however , that a change in the Employee’s title or reporting relationships shall not provide the basis for a voluntary termination with Good Reason; (ii) a reduction, without the Employee’s written consent, by the Corporation, its Subsidiaries or Affiliates or any successor to the Corporation in the Employee’s annual base salary, as in effect on the effective date of the Change of Control or as increased thereafter; (iii) any failure by the Corporation, its Subsidiaries or Affiliates or any successor to the Corporation to continue in effect (or substantially replace in the aggregate) any material benefit plan or program in which the Employee was participating immediately prior to the effective date of the Change of Control (hereinafter referred to as “Benefit Plans”), or the taking of any action by the Corporation, its Subsidiaries or Affiliates or any successor to the Corporation that would adversely affect the Employee’s participation in or reduce the Employee’s benefits under the Benefit Plan; provided , however , that no voluntary termination of Service with Good Reason shall be deemed to have occurred if the Corporation, its Subsidiaries or Affiliates or any successor to the Corporation provide for the Employee’s participation in benefit plans and programs that, taken as a whole, are comparable to the Benefit Plans; (iv) a relocation of the Employee’s business office to a location more than 50 miles from the location at which the Employee performs duties as of the effective date of the Change of Control, except for required travel by the Employee on the Corporation’s, its Subsidiaries’ or Affiliates’ or any successor to the Corporation’s business to an extent substantially consistent with the Employee’s business travel obligations prior to the effective date of the Change of Control; or (v) a material breach by the Corporation, its Subsidiaries or Affiliates or any successor to the Corporation concerning the terms and conditions of the Employee’s employment.

(f) “ Grant Date ” means the effective date of the Award of the Restricted Stock Units to the Employee, as specified in the Addendum.

(g) “ Retirement ” means (i) the Employee’s early or normal retirement and commencement of benefit payments under the Retirement Plan, or (ii) if the Employee does not have an accrued benefit under the Retirement Plan, the Employee’s termination of Service on or after the earlier of his or her (A) attainment of age 65 or (B) attainment of age 55 and completion of 10 years of Service.

(h) “ Retirement Plan ” means the Clearwater Paper Salaried Retirement Plan.

(i) “ Service ” shall have the meaning given such term under the Plan, except that as used in this Agreement the term “Service” shall be limited to employment and shall exclude service performed as an Outside Director or as a Consultant.

(j) “ Vesting Period ” means the period specified in the Addendum.

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2. Award . Subject to the terms of this Agreement and the Addendum, the Employee is hereby awarded a grant of Restricted Stock Units in the number set forth in the attached Addendum (the “Award”). Except as otherwise set forth herein, the number of Shares actually payable to the Employee is contingent on the Employee’s continuous Service for the duration of the Vesting Period. This Award has been granted pursuant to the Plan and is subject to all the terms and provisions thereof, a copy of which is attached and the terms and conditions of which are incorporated by reference into this Agreement.

3. Dividend Equivalents . During the Vesting Period, dividend equivalents shall be converted into additional Restricted Stock Units based on the closing price of the Stock on the New York Stock Exchange on the dividend payment date. Such additional Restricted Stock Units shall vest or be forfeited in the same manner as the underlying Restricted Stock Units to which they relate.

4. Settlement of Awards . Pursuant to Section 5 of this Agreement, the Corporation shall deliver to the Employee one Share for each vested Restricted Stock Unit included in the Award and, as applicable, one share for each vested Restricted Stock Unit that corresponds to an accrued dividend equivalent. Any vested Restricted Stock Units payable to the Employee (including Shares payable pursuant to Section 3 above) shall be paid solely in Shares. Any fractional Share will be rounded to the closest whole Share.

5. Time of Payment . Except for Shares issuable pursuant to Section 8, the Shares issuable for the vested Restricted Stock Units shall be delivered to the Employee (or, in the case of the Employee’s death, to the Employee’s beneficiary or representative) as soon as practicable after the end of the Vesting Period (but in no event late than the 15 ^th day of the third calendar month following the date on which the Vesting Period ends). With respect to Shares issuable in connection with Restricted Stock Units that become vested pursuant to Section 8, such Shares shall be delivered to the Employee as soon as practicable after (but no later than 60 days after) the date on which the Double Trigger Event occurs; provided however, that if the Employee’s Service with the Corporation, a Subsidiary or an Affiliate is involuntarily terminated without Cause or voluntarily terminated for Good Reason on or prior to the date of the Change of Control to which the Double Trigger Event relates, then such Shares shall be delivered immediately prior to the consummation of such Change of Control.

6. Retirement, Disability, or Death During the Vesting Period . If the Employee’s Service with the Corporation or a Subsidiary or an Affiliate terminates during the first year of the Vesting Period because of the Employee’s Retirement, due to his or her Disability or due to his or her death, the Employee (or, in the case of the Employee’s death, the Employee’s beneficiary or representative) will be entitled to a prorated number of Shares, determined by multiplying the number of Restricted Stock Units subject to this Agreement by a fraction, the numerator of which is the number of full months completed in the first year of the Vesting Period as of the date of termination, and the denominator of which is twelve. If the Employee’s Service with the Corporation or a Subsidiary or an Affiliate terminates after the first year of the Vesting Period because of the Employee’s Reti r ement , due to his or her Disability or due to his or her death, the Restricted Stock Units shall become immediately vested in full and payable in accordance with Sections 4 and 5 above.

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7. Termination of Service During the Vesting Period . If the Employee’s Service terminates during the Vesting Period for any reason other than as described in Section 6 or Section 8, this Agreement shall be terminated automatically as of the date of such termination of Service and the Employee shall not become vested in any of the Restricted Stock Units subject to this Agreement.

8. Change of Control . If a Double Trigger Event occurs during the first year of the Vesting Period, the Employee will be entitled to a prorated number of Shares, determined by multiplying the number of Restricted Stock Units subject to this Agreement by a fraction, the numerator of which is the number of full months in the first year of the Vesting Period prior to the month in which the Double Trigger Event occurred, and the denominator of which is twelve. If a Double Trigger Event occurs after the first year of the Vesting Period, the Restricted Stock Units shall become immediately vested in full and payable in accordance with Sections 4 and 5 above.

9. Available Shares . The Corporation agrees that it will at all times during the term of this Agreement reserve and keep available sufficient authorized but unissued or reacquired Shares to satisfy the requirements of this Agreement.

10. Applicable Taxes . In the event the Corporation determines that it is required to withhold state or federal income taxes, Social Security taxes, or any other applicable taxes as a result of the payment of the Shares, the Corporation will satisfy such withholding requirements by withholding of Shares otherwise payable upon the settlement of the Award, which Shares will have a Fair Market Value (determined as of the date when taxes would otherwise be withheld in cash) not in excess of the legally required minimum amount of tax withholding.

11. Relationship to Other Benefits . Restricted Stock Units shall not be taken into account in determining any benefits under any pension, savings, disability, severance, group insurance or any other pay-related plan of the Corporation or its Subsidiaries or Affiliates.

12. Required Deferral . In the event that, as of the end of the Vesting Period, the value of the Shares issuable for the vested Restricted Stock Units exceeds the amount that would be deductible by the Corporation due to the application of Section 162(m) of the Code, the payment of that portion of such Shares having a value in excess of the amount deductible by the Corporation under Section 162(m) of the Code shall be automatically deferred until the first calendar year in which the Corporation reasonably anticipates that deduction of the payment will not be barred by application of Section 162(m) of the Code. Any portion of such Shares so deferred shall be credited with dividend equivalents which shall be paid out as additional Shares at the same time as the underlying Shares with respect to which the dividend equivalents are credited.

13. Stockholder Rights . Neither the Employee nor the Employee’s beneficiary or representative shall have any rights as a stockholder with respect to any Shares subject to this Agreement until such Shares shall have been issued to the Employee or the Employee’s beneficiary or representative.

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14. Transfers, Assignments, Pledges . Except as otherwise provided in this Agreement, the rights and privileges conferred by this Agreement shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Award, or of any right or privilege conferred by this Agreement, contrary to the provisions of this Section 14, or upon any attempted sale under any execution, attachment or similar process upon the rights and privileges conferred by this Agreement, the Award and the rights and privileges conferred by this Agreement shall immediately become null and void. However, this Section 14 shall not preclude: (i) an Employee from designating a beneficiary to succeed, after the Employee’s death, to any rights of the Employee or benefits distributable to the Employee under this Agreement not distributed at the time of the Employee’s death; or (ii) a transfer of any Award hereunder by will or the laws of descent or distribution. In that regard, any such rights shall be exercisable by the Employee’s beneficiary, and such benefits shall be distributed to the beneficiary, in accordance with the provisions of this Agreement and the Plan. The beneficiary shall be the named beneficiary or beneficiaries designated by the Employee in writing filed with the Corporation in such form and at such time as the Corporation shall require. If a deceased Employee has not designated a beneficiary, or if the designated beneficiary does not survive the Employee, any benefits distributable to the Employee shall be distributed to the legal representative of the estate of the Employee. If a deceased Employee has designated a beneficiary and the designated beneficiary survives the Employee but dies before the complete distribution of benefits to the designated beneficiary under this Agreement, then any benefits distributable to the designated beneficiary shall be distributed to the legal representative of the estate of the designated beneficiary.

15. No Employment Rights . Nothing in this Agreement shall be construed as giving the Employee the right to be retained as an employee or as impairing the rights of the Corporation or a Subsidiary or an Affiliate to terminate his or her employment at any time, with or without cause.

16. Administration . The authority to manage and control the operation and administration of this Agreement shall be vested in the Committee, and the Committee shall have all powers with respect to this Agreement as it has with respect to the Plan. Any interpretation of this Agreement by the Committee and any decision made by it with respect to this Agreement is final and binding.

17. Interpretation/Applicable Law . This Agreement shall be interpreted and construed in a manner consistent with the terms of the Plan and in accordance with the laws of the State of Delaware (without regard to choice of law principles). If there is any discrepancy between the terms and conditions of this Agreement and the terms and conditions of the Plan, the terms and conditions of the Plan shall control.

18. Term of the Agreement . The term of this Agreement shall end upon the earlier of (i) the delivery of all of the Shares or other consideration to be issued in exchange for the Restricted Stock Units (and accrued dividend equivalents) subject to the Award granted to the Employee or (ii) upon the termination of the Employee’s Service for any reason other than retirement under the Retirement Plan, the Employee’s Disability or death or in connection with a Double Trigger Event.

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19. Compliance with Section 409A of the Code. The provisions of this Agreement regarding the payments to be provided to the Employee are intended to comply with Section 409A of the Code or an exemption therefrom, and any ambiguity in any such provision shall be resolved in a manner that supports compliance with Section 409A or an exemption therefrom. Without limiting the foregoing,

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF , each party has or has caused this Agreement to be executed as of the respective date set forth below.

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STOCK INCENTIVE PLAN

ADDENDUM TO PEFORMANCE SHARE AGREEMENT

and RESTRICTED STOCK UNIT AGREEMENT

Name of Employee:

Target Grant of Restricted Stock Units:             

The RSU award, along with all additional shares attributable to dividend equivalents shall vest on              .

The Performance Share Agreement and Restricted Stock Unit Agreement are incorporated by reference into this Addendum and the terms of the Performance Share and Restricted Stock Unit Agreements shall be controlling in the event of any discrepancy.

IN WITNESS WHEREOF , the Corporation has caused this Addendum to the Performance Share and Restricted Stock Unit Agreements to be executed on its behalf by its duly authorized representative, and the Employee has executed the same on the date indicated below.

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Exhibit 10.6

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 Addendum.

(d) “ Retirement ” means (i) the Employee’s early or normal retirement and commencement of benefit payments under the Retirement Plan, or (ii) if the Employee does not have an accrued benefit under the Retirement Plan, the Employee’s termination of Service on or after the earlier of his or her (A) attainment of age 65 or (B) attainment of age 55 and completion of 10 years of Service.

(d) “ Retirement Plan ” means the Clearwater Paper Salaried Retirement Plan.

(e) “ Service ” shall have the meaning given such term under the Plan, except that as used in this Agreement the term “Service” shall be limited to employment and shall exclude service performed as an Outside Director or as a Consultant.

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 and in this Agreement. This Award has been granted pursuant to the Plan and is subject to all the terms and provisions thereof, a copy of which is attached and the terms and conditions of which are incorporated by reference into this Agreement.

3. Performance Measure . The Performance Measure is a comparison of the percentile ranking of the Corporation’s total stockholder return (stock price appreciation plus dividends as calculated pursuant to Section 5 below, as the same may be adjusted pursuant to Section 12 below) as compared to the total stockholder return performance of a selected peer group of companies as specified in the Performance Schedule contained in the Addendum.

4. Performance Period . Subject to Section 12 below (which provides for a shortened Performance Period in the event of a Change of Control), the Performance Period is the period specified in the Addendum and represents the period during which the total stockholder return for the Corporation and the selected peer group of companies is measured.

5. Calculation of Total Stockholder Return . Subject to the adjustment to the forty trading day measurement period as set forth in Section 12 below, total stockholder return for a Share and for the stock of a member of the peer group shall be expressed as a percentage and calculated by:

6. Dividend Equivalents . During the Performance Period, dividend equivalents shall be converted into additional Performance Shares based on the closing price of the Corporation’s Common Stock on the New York Stock Exchange on the dividend payment date. Such additional Performance Shares shall vest or be forfeited in the same manner as the underlying Performance Shares to which they relate.

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7. Settlement of Awards . Pursuant to Section 5 above, the Corporation shall deliver to the Employee one Share for each earned Performance Share (and, as applicable, for the accrued dividend equivalents) as determined in accordance with the provisions set forth in the Addendum and this Agreement. Any earned Performance Shares payable to the Employee (including Shares payable pursuant to Section 6 above) shall be paid solely in Shares. Any fractional Share will be rounded to the closest whole Share.

8. Time of Payment . Except as otherwise provided in this Agreement, the Shares issuable for the earned Performance Shares (and any accrued dividend equivalents) shall be delivered to the Employee (or, in the case of the Employee’s death before delivery, to the Employee’s beneficiary or representative) as soon as practicable after the end of the Performance Period as set forth in the Addendum, but in no event later than March 15 of the calendar year following the year in which the Performance Period ends.

9. Committee Discretion to Reduce Award . Notwithstanding any provision in this Agreement to the contrary, the Committee retains the right, at its sole and absolute discretion, to reduce or eliminate any Award that may become payable hereunder if the Committee determines that any one or more of the following conditions have occurred:

In addition, the Committee may reduce or eliminate the Award granted hereby based on the Employee’s individual performance.

10. Retirement, Disability, or Death During the Performance Period .

(a) If the Employee’s Service terminates during the first year of the Performance Period because of the Employee’s Retirement, his or her Disability or his or her death, then the Employee (or, in the case of the Employee’s death, the Employee’s beneficiary or representative) shall be entitled to receive, upon settlement of his or her Award after the end of the Performance Period in accordance with Section 8 (subject to the other terms of this Agreement, including Section 9), a prorated number of Shares determined at the end of the Performance Period in accordance with the following equation: X = A * (Y/12); where

X is the prorated number of Shares to be delivered upon settlement of the Award after the end of the Performance Period;

A is the number of Shares that would have been delivered upon settlement of the Award at the end of the Performance Period had the Employee’s Service not terminated during the first year of the Performance Period; and

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Y is the number of full calendar months the Employee is employed during the first year of the Performance Period.

(b) If the Employee’s Service terminates after the first year of the Performance Period because of the Employee’s Retirement, his or her Disability or his or her death, then the Employee (or, in the case of the Employee’s death, the Employee’s beneficiary or representative) shall be entitled to receive, upon settlement of his or her Award after the end of the Performance Period in accordance with Section 8 (subject to the other terms of this Agreement, including Section 9), the number of Shares that would have been delivered upon settlement of the Award after the end of the Performance Period had the Employee’s Service not terminated.

11. Termination of Service During the Performance Period . If the Employee’s Service terminates during the Performance Period for any reason other than as described in Section 10, the entire Award granted under this Agreement shall be automatically terminated as of the date of such termination of Service.

12. Change of Control .

(a) Upon a Change of Control that occurs during the first year of the Performance Period, the Award will be deemed payable (and shall be settled immediately prior to such Change of Control), with the number of Shares payable determined according to the following equation: X = A * (Y/12); where

X is the number of shares payable upon the Change of Control;

A is the number of shares that would be issuable assuming for these purposes that the Performance Period ends as of the date of the Change of Control (in connection with such calculation, the words “determined by calculating the average closing stock price during the final forty trading days of the Performance Period” in Section 5(a)(i) above shall be replaced the following words “determined by calculating the average closing stock price during the forty trading days ending on the third business day prior to the date of the Change of Control”); and

Y is the number of full months that have elapsed in the first year of the Performance Period prior to the date of the Change of Control.

(b) Upon a Change of Control that occurs after the first year of the Performance Period, the Award will be deemed payable (and shall be settled immediately prior to such Change of Control), with the number of Shares payable determined by assuming that the Performance Period ends as of the date of the Change of Control (in connection with such calculation, the words “determined by calculating the average closing stock price during the final forty trading days of the Performance Period” in Section 5(a)(i) above shall be replaced the following words “determined by calculating the average closing stock price during the forty trading days ending on the third business day prior to the date of the Change of Control”).

13. Available Shares . The Corporation agrees that it will at all times during the term of this Agreement reserve and keep available sufficient authorized but unissued or reacquired Shares to satisfy the requirements of this Agreement.

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14. Applicable Taxes . In the event the Corporation determines that it is required to withhold state or federal income taxes, social security taxes or any other applicable taxes as a result of the payment of the Shares, the Corporation will satisfy such withholding requirements by withholding of Shares otherwise payable upon the settlement of the Award, which Shares will have a Fair Market Value (determined as of the date when taxes would otherwise be withheld in cash) not in excess of the legally required minimum amount of tax withholding.

15. Relationship to Other Benefits . Performance Shares shall not be taken into account in determining any benefits under any pension, savings, disability, severance, group insurance or any other pay-related plan of the Corporation or its Subsidiaries or Affiliates.

16. Required Deferral . In the event the Award would cause the Employee to qualify as a “covered employee” pursuant to Section 162(m) of the Code, that portion of the Award that would exceed the amount deductible by the Corporation under Section 162(m) of the Code shall be automatically deferred until the Employee’s compensation is no longer subject to Section 162(m) of the Code. Any portion of the Award so deferred shall be converted to Restricted Stock Units (which such Restricted Stock Units, for the avoidance of doubt, shall be deemed outstanding as of immediately prior to any Change in Control so as to be subject to Section 12 of the Plan) and dividend equivalents shall accrue on the Restricted Stock Units (or any replacement thereof issued in accordance with Section 12 of the Plan) and be paid out as additional shares (or any replacements thereof issued in accordance with Section 12 of the Plan) in the first calendar year in which the Corporation reasonably anticipates that deduction of the payment will not be barred by application of Section 162(m) of the Code. Any such deferral of the Award is intended to comply with Section 409A of the Code.

17. Stockholder Rights . Neither the Employee nor the Employee’s beneficiary or representative shall have any rights as a stockholder with respect to any Shares subject to this Agreement until such Shares shall have been issued to the Employee or the Employee’s beneficiary or representative.

18. Transfers, Assignments, Pledges . Except as otherwise provided in this Agreement, the rights and privileges conferred by this Agreement shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Award, or of any right or privilege conferred by this Agreement, contrary to the provisions of this Section 18, or upon any attempted sale under any execution, attachment or similar process upon the rights and privileges conferred by this Agreement, the Award and the rights and privileges conferred by this Agreement shall immediately become null and void. However, this Section 18 shall not preclude: (i) an Employee from designating a beneficiary to succeed, after the Employee’s death, to any rights of the Employee or benefits distributable to the Employee under this Agreement not distributed at the time of the Employee’s death; or (ii) a transfer of any Award hereunder by will or the laws of descent or distribution. In that regard, any such rights shall be exercisable by the Employee’s beneficiary, and such benefits shall be distributed to the beneficiary, in accordance with the provisions of this Agreement and the Plan. The beneficiary shall be the named beneficiary or beneficiaries designated by the Employee in writing filed with the Corporation in such form and at such time as the Corporation shall require. If a deceased

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Employee has not designated a beneficiary, or if the designated beneficiary does not survive the Employee, any benefits distributable to the Employee shall be distributed to the legal representative of the estate of the Employee. If a deceased Employee has designated a beneficiary and the designated beneficiary survives the Employee but dies before the complete distribution of benefits to the designated beneficiary under this Agreement, then any benefits distributable to the designated beneficiary shall be distributed to the legal representative of the estate of the designated beneficiary.

19. No Employment Rights . Nothing in this Agreement shall be construed as giving the Employee the right to be retained as an employee or as impairing the rights of the Corporation or a Subsidiary or an Affiliate to terminate his or her employment at any time, with or without cause.

20. Administration . The authority to manage and control the operation and administration of this Agreement shall be vested in the Committee, and the Committee shall have all powers with respect to this Agreement as it has with respect to the Plan. Any interpretation of this Agreement by the Committee and any decision made by it with respect to this Agreement is final and binding.

21. Interpretation/Applicable Law . This Agreement shall be interpreted and construed in a manner consistent with the terms of the Plan and in accordance with the laws of the State of Delaware (without regard to choice of law principles). If there is any discrepancy between the terms and conditions of this Agreement and the terms and conditions of the Plan, the terms and conditions of the Plan shall control.

22. Term of the Agreement . The term of this Agreement shall end upon the earlier of (i) the delivery of all of the Shares or other consideration to be issued in exchange for Performance Shares (and accrued dividend equivalents) or (ii) upon the termination of the Employee’s Service for any reason other than Retirement, or the Employee’s Disability or death.

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IN WITNESS WHEREOF , each party has or has caused this Agreement to be executed as of the respective date set forth below.

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STOCK INCENTIVE PLAN

ADDENDUM TO PEFORMANCE SHARE AGREEMENT

and RESTRICTED STOCK UNIT AGREEMENT

Name of Employee:

Target Grant of Restricted Stock Units:             

The RSU award, along with all additional shares attributable to dividend equivalents shall vest on              .

The Performance Share Agreement and Restricted Stock Unit Agreement are incorporated by reference into this Addendum and the terms of the Performance Share and Restricted Stock Unit Agreements shall be controlling in the event of any discrepancy.

IN WITNESS WHEREOF , the Corporation has caused this Addendum to the Performance Share and Restricted Stock Unit Agreements to be executed on its behalf by its duly authorized representative, and the Employee has executed the same on the date indicated below.

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