**EXHIBIT 10.25**

 

May 2, 2005

 

George F. Martin

6 Mulberry Circle

Gladstone, MI 49837

 

# **RE:**  Employment Letter Agreement

#  

Dear George:

 

This letter agreement (“Agreement”) is being delivered to you (“Executive”)in connection with your employment with NewPage Corporation (hereinafterreferred to as the “Company”).  The termsof your employment are as set forth below, effective upon the Closing Date (asdefined under the Equity and Purchase Agreement (the “Purchase Agreement”) byand between Escanaba Timber LLC (f/k/a Maple Acquisition LLC) and MeadWestvacoCorporation dated as of January 14, 2005, as amended) (the “Effective Date”):

 

1.             **Position: **Executivewill be employed as Vice President, Coated Operations, of the Company and willhave such authority, responsibilities and duties as are customarily attendantto that position.  Executive shall alsoserve certain of the Company’s designated subsidiaries or affiliates asdetermined by the Board of Directors of NewPage Holding Corporation (the “HoldingBoard”), for no additional consideration.

 

2.             **Location**: The principal place of the Executive’s employment shall be at theCompany’s headquarters, which shall initially be in Dayton, Ohio.

 

3.             **Compensation and Executive Benefits:**  During Executive’s employment, Executiveshall receive:

 

(a) Base Salary:  $235,000, payable in accordance with thepayroll practices of the Company.  Eachyear, the Holding Board shall review the Executive’s base salary forincrease.  Once increased, base salaryshall not be decreased.

 

(b) Signing Bonus: $162,750,payable on the Effective Date, $127,751.58 of which the Executive herebyinstructs the Company to pay on his behalf to Maple Timber Acquisition LLC (the“Parent”) to purchase the interests in the Paper Series and Timber Series ofthe Parent on the Effective Date pursuant to the Executive Purchase Agreement,dated as the Effective Date,

 

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between the Parent and the Executive (the “ExecutivePurchase Agreement”).

 

(c) Annual Bonus.  Executive shall be eligible to participate inan annual bonus pool for senior executives of the Company as follows:  (i) for the performance period from May 1,2005 to December 31, 2005, such bonus shall be based upon the provisionsof the current Papers Business Unit Incentive Plan and the Executive’s targetbonus shall be based on 45% of Base Salary, pro rated for the period between May 1,2005 and December 31, 2005 (it being understood that MeadWestvacoCorporation is responsible for the bonus for the period between January 1,2005 and April 30, 2005) (ii) for performance periods after 2005,such bonus will be based upon the achievement by the Company of consolidatedEBITDA related targets reasonably derived from the annual business planpresented by management and approved by the Holding Board.  The Executive’s target bonus for achievingtarget EBITDA, as approved by the Holding Board, will be 45% of Base Salary andthe Executive will receive a minimum bonus for achieving minimum EBITDA, asapproved by the Holding Board.  Bonuseswill be calculated on a straight-line basis for EBITDA achievements betweentargets.  There shall be no cap on theamount of such performance-based bonuses. No bonus will be paid if minimum EBITDA is not achieved.  Each annual bonus shall be paid on or before March 15thof the year following the tax year in which the relevant services have beenperformed.

 

(d) Vacation.  Five (5) weeks of paid annual vacationtime each year (accrued in full on the Effective Date and each anniversarythereafter).  Executive shall not beentitled to payment for unused vacation days upon the termination of hisemployment except as set forth in Section 10 below.  The carry-over of vacation days shall be inaccordance with Company policy from time to time in effect.

 

(e) Other Benefits.  Executive shall be eligible to participate inemployee benefit plans pursuant to the terms of such plans that are availableto similarly situated executives of the Company.  The Company may at any time or from time totime amend, modify, suspend or terminate any employee benefit plan, program orarrangement for any reason in its sole discretion.

 

4.             **Reimbursement of Expenses**:  The Executive will be reimbursed for allappropriate business expenses incurred by him in connection with his duties inaccordance with the policies of the Company as in effect from time to time.

 

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5.             **Disclosure: **TheExecutive represents and warrants that Executive is not a party to or subjectto any restrictive covenants, legal restrictions or other agreements in favorof any entity, or person which would in any way preclude, inhibit, impair orlimit the Executive’s ability to perform Executive’s obligations for theCompany, including, but not limited to, non-competition agreements,non-solicitation agreements or confidentiality agreements.

 

6.             **Confidentiality:**

 

I.          Duringthe course of the Executive’s employment by MeadWestvaco Corporation, theExecutive had access to, and during the course of the Executive’s employmentunder this Agreement, the Executive will****have accessto, certain trade secrets and confidential information relating to the Companyand its affiliates and subsidiaries (the “Protected Parties”) which is notreadily available from sources outside the Company.  The confidential and proprietary informationand, in any material respect, trade secrets of the Protected Parties are amongtheir most valuable assets, including but not limited to, their customer,supplier and vendor lists, contract terms, databases, competitive strategies,computer programs, frameworks, or models, their marketing programs, theirsales, financial, marketing, training and technical information, their productdevelopment (and proprietary product data), business plans and strategies(including, but not limited to, acquisition and divestiture plans),environmental matters and other regulatory matters and any other information,whether communicated orally, electronically, in writing or in other tangibleforms concerning how the Protected Parties create, develop, acquire or maintaintheir products and marketing plans, target their potential customers andoperate their other businesses.  TheProtected Parties invested, and continue to invest, considerable amounts oftime and money in their process, technology, know-how, obtaining and developingthe goodwill of their customers, their other external relationships, their datasystems and data bases, and all the information described above (hereinaftercollectively referred to as “Confidential Information”), and anymisappropriation or unauthorized disclosure of Confidential Information in anyform would irreparably harm the Protected Parties.  The Executive acknowledges that suchConfidential Information constitutes valuable,

 

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highly confidential, special and uniqueproperty of the Protected Parties.  TheExecutive shall hold in a fiduciary capacity for the benefit of the ProtectedParties all Confidential Information relating to the Protected Parties andtheir businesses, which shall have been obtained by the Executive during theExecutive’s employment by the Company or its subsidiaries and affiliates andwhich shall not be or become public knowledge (other than by acts by theExecutive or representatives of the Executive in violation of thisAgreement).  Except as required by law oran order of a court or governmental agency with jurisdiction, the Executiveshall not, during the period the Executive is employed by the Company or itssubsidiaries and affiliates or at any time thereafter, disclose anyConfidential Information, directly or indirectly, to any person or entity forany reason or purpose whatsoever, nor shall the Executive use it in any way,except in the course of the Executive’s employment with, and for the benefitof, the Protected Parties or to enforce any rights or defend any claimshereunder or under any other agreement to which the Executive is a party,provided that such disclosure is relevant to the enforcement of such rights ordefense of such claims and is only disclosed in the formal proceedings relatedthereto.  The Executive shall take allreasonable steps to safeguard the Confidential Information and to protect itagainst disclosure, misuse, espionage, loss and theft.  The Executive understands and agrees that theExecutive shall acquire no rights to any such Confidential Information.

 

II.        Allfiles, records, documents, drawings, specifications, data, computer programs,evaluation mechanisms and analytics and similar items relating thereto or tothe Business (for the purposes of this Agreement, “Business” shall be asdefined in Section 8 hereof), as well as all customer lists, specificcustomer information, compilations of product research and marketing techniquesof the Company and its subsidiaries and affiliates, whether prepared by theExecutive or otherwise coming into the Executive’s possession, shall remain theexclusive property of the Company and its subsidiaries and affiliates, and theExecutive shall not remove any such items from the premises of the Company andits subsidiaries and affiliates, except in furtherance of the Executive’sduties under this Agreement.

 

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III.       Itis understood that while employed by the Company the Executive will promptlydisclose to it, and assign to it the Executive’s interest in any invention,improvement or discovery made or conceived by the Executive, either alone orjointly with others, which arises out of the Executive’s employment.  At the Company’s request and expense, theExecutive will assist the Company and its subsidiaries and affiliates duringthe period of the Executive’s employment under this Agreement and thereafter inconnection with any controversy or legal proceeding relating to such invention,improvement or discovery and in obtaining domestic and foreign patent or otherprotection covering the same.

 

IV.       Asrequested by the Company and at the Company’s expense, from time to time andupon the termination of the Executive’s employment for any reason, theExecutive will promptly deliver to the Company and its subsidiaries andaffiliates, as applicable, all copies and embodiments, in whatever form, of allConfidential Information in the Executive’s possession or within his control(including, but not limited to, memoranda, records, notes, plans, photographs,manuals, notebooks, documentation, program listings, flow charts, magneticmedia, disks, diskettes, tapes and all other materials containing anyConfidential Information) irrespective of the location or form of suchmaterial.  If requested by the Company,the Executive will provide the Company with written confirmation that all suchmaterials have been delivered to the Company as provided herein.

 

7.             **Non-Solicitation or Hire**.  During the Executive’s employment and for aperiod of one (1) year following the termination of the Executive’semployment for any reason, the Executive shall not directly or indirectlysolicit or attempt to solicit or induce, directly or indirectly, (a) anyparty who is a customer of the Company or its subsidiaries or affiliates,during period for the purpose of marketing, selling or providing to any suchparty any services or products offered by or available from the Company or itssubsidiaries or affiliates and relating to the Business (as defined in Section 8)or (b) any employee of the Company or any of its subsidiaries oraffiliates or any person who was an employee of the Company or any of itssubsidiaries or affiliates during the twelve (12) month period immediatelyprior to the date of Executive’s termination of employment to terminate suchemployee’s employment relationship with the Protected Parties in order, ineither case, to enter into a

 

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similar relationship with the Executive, orany other person or any entity in competition with the Business of the Companyor any of its subsidiaries or affiliates.

 

8.             **Non-Competition**.  During the Executive’s employment and for a periodof one (1) year following the termination of the Executive’s employmentfor any reason, Executive shall not, whether individually, as a director,manager, member, stockholder, partner, owner, employee, consultant or agent ofany business, or in any other capacity, other than on behalf of the Company ora subsidiary or affiliate, organize, establish, own, operate, manage, control,engage in, participate in, invest in, permit his name to be used by, act as aconsultant or advisor to, render services for (alone or in association with anyperson, firm, corporation or business organization), or otherwise assist anyperson or entity that engages in or owns, invests in, operates, manages orcontrols any venture or enterprise, which engages or proposes to engage in thecoated paper and/or carbonless paper business anywhere in the world (the “Business”).  Notwithstanding the foregoing, nothing inthis Agreement shall prevent the Executive from owning for passive investmentpurposes not intended to circumvent this Agreement, less than five percent (5%)of the publicly traded common equity securities of any company engaged in theBusiness (so long as the Executive has no power to manage, operate, advise,consult with or control the competing enterprise and no power, alone or inconjunction with other affiliated parties, to select a director, manager,general partner, or similar governing official of the competing enterpriseother than in connection with the normal and customary voting powers affordedthe Executive in connection with any permissible equity ownership).

 

9.             **Remedies; Specific Performance. **The Parties acknowledge and agreethat the Executive’s breach or threatened breach of any of the restrictions setforth in Sections 6, 7 and 8 will result in irreparable and continuing damageto the Protected Parties for which there may be no adequate remedy at law andthat the Protected Parties shall be entitled to equitable relief, includingspecific performance and injunctive relief as remedies for any such breach orthreatened or attempted breach.  TheExecutive hereby consents to the grant of an injunction (temporary orotherwise) against the Executive or the entry of any other court order againstthe Executive prohibiting and enjoining him from violating, or directing him tocomply with any provision of Sections 6, 7 or 8.  The Executive also agrees that such remediesshall be in addition to any and all remedies, including damages, available tothe Protected Parties against him for such breaches or threatened or attemptedbreaches.  In addition, without

 

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limiting the Protected Parties’ remedies forany breach of any restriction on the Executive set forth in Sections 6, 7, or8, except as required by law, the Executive shall not be entitled to anypayments set forth in Section 10 hereof if the Executive breaches thecovenants applicable to the Executive contained in Sections 6, 7 or 8.

 

10.           **Termination:** The Company may terminate Executive’semployment hereunder for any reason and at any time without prior notice.  Upon a termination of the Executive’semployment without Cause (as defined below) or by Executive with Good Reason(as defined below), and subject to the Executive’s compliance with Sections 6,7 and 8 of this Agreement and subject to the execution by the Executive,without revocation, of a valid employment release substantially in the formattached hereto as Exhibit A, the Executive shall receive from the Company(which shall be in lieu of any payments or benefits to which the Executive maybe entitled under any Company severance plan (the “Severance Plan)):

 

### I.          anyunpaid Base Salary through the date of termination;

###  

### II.        apro rata bonus for the year of termination, calculated as the product of (x) “SeveranceBonus Amount” (as defined below) and (y) a fraction, the numerator of which isthe number of days in the current fiscal year through the date of terminationand the denominator of which is 365, payable at the time that bonuses are paidafter the Executive’s termination date, to similarly situated executives;

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### III.       anyaccrued but unused vacation pay;

###  

### IV.       anamount equal to two (2) times Base Salary minus an amount equal to theoriginal purchase price paid for the Paper Class A Common PercentageInterests pursuant to the terms of the Executive Purchase Agreement between theExecutive and the Company; provided that if such termination without Cause orwith Good Reason is within 12 months following the acquisition by NewPage HoldingCorporation or its subsidiaries of the stock or assets of a business enterpriseof at least substantially the same revenues and total assets as NewPage HoldingCorporation (“NewPage”) and its subsidiaries on a consolidated basis (for theavoidance of doubt, such a business enterprise shall include one of the four (4) leadingcoated paper companies other than the Company), the amount shall be equal to three (3) times Base Salary minusan amount equal to the original

 

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### purchase price paid for the Paper Class A Common PercentageInterests pursuant to the terms of the Executive Purchase Agreement between theExecutive and the Company; provided, further that, if at the time of atermination of employment without Cause or with Good Reason, the aggregate “fairmarket value” of the Paper Class A Common Percentage Interests being repurchasedfrom the Executive pursuant to the Executive Purchase Agreement is less thanthe aggregate original purchase price paid by the Executive for such Paper Class ACommon Percentage Interests, the Executive shall receive an additional cashpayment equal to the difference between (i) the aggregate originalpurchase price paid for such Paper Class A Common Percentage Interests bythe Executive and (ii) the aggregate “fair market value” of such Paper Class ACommon Percentage Interests at the time of the termination without Cause orwith Good Reason;

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### V.        continuedreceipt of welfare benefits for twenty-four (24) months after the Executive’sdate of termination; provided, however, if the Executive becomes reemployedwith another employer and is eligible to receive welfare benefits under anotheremployer-provided plan, the welfare benefits described in this Section 10(V).shall be secondary to those provided under such other plan;

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### VI.       outplacementservices substantially similar to those provided pursuant to the terms of theSeverance Plan; and

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### VII.      accruedbenefits pursuant to the terms and conditions of the Company’s benefit plansand programs.

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Upon a termination without Cause or with GoodReason, the payment in I above shall be made within 10 business days after thedate of termination (unless an earlier date is prescribed by law) and thepayments in II-IV shall be paid in a lump sum after the later of (i) theexpiration of the applicable revocation period contained in the employmentrelease and (ii) with respect to bonus, the annual bonus payment date forsimilarly situated employees after the Executive’s termination of employment.

 

If the Executive’s employment terminates as aresult of the Executive’s death or if the Company terminated the Executive’semployment on account of the Executive’s Disability (as defined below), theExecutive, or the Executive’s legal representatives (as appropriate), shall beentitled to receive items I, II, III, and VII.

 

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listed above and if the Executive’semployment terminates with Cause or as a result of a resignation by theExecutive without Good Reason, the Executive shall only be entitled to receiveitems I, III and VII. The payment set forth in I and III shall be paid ina lump sum within 10 business days after termination (unless an earlier date isprescribed by law) and with respect to II at such time that annual bonuses arepaid after the Executive’s termination date to similarly situated employees.

 

The obligations of the Company to Executivewhich arise upon the termination of his employment pursuant to this Section 10shall not be subject to mitigation or offset.

 

For the purposes of this Agreement, “Cause”means (i) commission of a felony by the Executive, (ii) acts ofdishonesty by the Executive resulting or intending to result in personal gainor enrichment at the expense of the Company or its subsidiaries or affiliates, (iii) theExecutive’s material breach of any provision of any policy of the Company, NewPage Holdingor Maple Timber Acquisition LLC (Paper Series or Timber Series), (iv) theExecutive’s failure to follow the lawful written directions of Executive’ssupervisor, the Chief Executive Officer and President of the Company or NewPage Holding,or the Holding Board, the Board of Directors of the Company or the Board ofDirectors of Maple Timber Acquisition LLC (Paper Series or Timber Series),(v) conduct by the Executive in connection with Executive’s duties that isfraudulent, willful and materially injurious to the Company or its subsidiariesor affiliates or (vi) conduct by the Executive in connection withExecutive’s duties that is unlawful and materially injurious to the Company orits subsidiaries or affiliates; provided that the Executive shall have ten (10) businessdays following the Company’s written notice of its intention to terminate theExecutive’s employment to cure such Cause, if curable, as determined by theHolding Board, in its sole discretion.

 

For the purposes of this Agreement, “GoodReason” means, without the consent of the Executive, (i) a reduction bythe Company in the Executive’s Base Salary or in the percentage of Base Salaryon which the Executive’s bonus is based; (ii) a material reduction in theaggregate benefits provided to the Executive, except for any across-the-boardreduction(s) affecting all similarly situated Executives on substantially thesame proportional basis; (iii) relocation of the Executive outside offifty (50) miles from his office location set forth in Section 2 hereof,or (iv) any failure by the Company to obtain the express writtenassumption of the Company’s obligations to the Executive as described herein byany successor or assign of the Company.

 

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For the purposes of this Agreement, “Disability”means the determination by the Company, in accordance with applicable law,based on information provided by a physician selected by the Company or itsinsurers and reasonably acceptable to the Executive that, as a result of aphysical or mental injury or illness, the Executive has been unable to performthe essential functions of the Executive’s job with or without reasonableaccommodation for a period of (i) ninety (90) consecutive days or (ii) one-hundredeighty (180) days in any one-year period.

 

For the purposes of this Agreement, “SeveranceBonus Amount” shall mean, in the event of a termination (i) prior to June 1stof any calendar year, the annual performance-based bonus paid to the Executivefor the calendar year prior to the termination or (ii) on or after June 1stof any calendar year, the annual performance-based bonus that would have beenpayable to the Executive for the calendar year of the termination (determinedas of the end of such calendar year and payable when the Company pays itsannual performance-based bonuses to similarly situated employees).

 

11.           **Removal from any Boards and Positions**.  If the Executive’s employment terminates forany reason, he shall be deemed to resign (i) if a member, from the HoldingBoard, the Board of Directors of the Paper Series and the Timber Series ofMaple Timber Acquisition LLC or any other board of directors of any subsidiaryor affiliate of the Company or any other board to which he has been appointedor nominated by or on behalf of the Company and (ii) from any positionwith the Company or any subsidiary or affiliate of the Company, including, butnot limited to, as an officer of the Company or any of its subsidiaries oraffiliates

 

12.           **Nondisparagement**:  Except as required by law or order of a courtor governmental agency having jurisdiction or to report, in good faith, animpropriety or financial wrongdoing affecting the business of the Company,Executive agrees that Executive will not at any time publish or communicate toany person or entity any Disparaging (as defined below) remarks, comments orstatements concerning the Company, Cerberus Capital Management, L.P., theirparents, subsidiaries and affiliates, and their respective present and formermembers, partners, directors, officers, shareholders, employees, agents,attorneys, successors and assigns.  “Disparaging”remarks, comments or statements are those that impugn the character, honesty,integrity or morality or business acumen or abilities in connection with anyaspect of the operation of business of the individual or entity beingdisparaged.

 

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13.           **Property**: The Executive acknowledges that all originals and copies of materials,records and documents generated by Executive or coming into Executive’spossession during Executive’s employment by the Company or its subsidiaries andaffiliates are the sole property of the Company and its subsidiaries andaffiliates (“Company Property”).  Duringthe Executive’s employment and at all times thereafter, the Executive shall notremove, or cause to be removed, from the premises of the Company or itssubsidiaries or affiliates, copies of any record, file, memorandum, document,computer related information or equipment, or any other item relating to thebusiness of the Company or its subsidiaries or affiliates, except infurtherance of Executive’s duties under the Agreement.  When the Executive’s employment terminates,or upon request of the Company at any time, the Executive shall promptlydeliver to the Company all copies of Company Property in Executive’s possessionor control.

 

14.           **Notices**: Any notice or other communication required or which may be givenhereunder shall be in writing and shall be delivered personally, telegraphed,telexed, sent by facsimile transmission or sent by certified, registered orexpress mail, postage prepaid, and shall be deemed given when so deliveredpersonally, telegraphed, telexed, or sent by facsimile transmission or, ifmailed, four (4) days after the date of mailing, as follows:

 

### (a) Ifthe Company, to:

###  

NewPage CorporationCourthouse Plaza N.E.

Dayton, Ohio

 

Attention: Board of Directors

 

 

With copies to:

 

Cerberus Capital Management, L.P.

299 Park Avenue

New York, New York 10171

 
| Attention: | Lenard  Tessler |
|------------|-----------------|
| Telephone: | 212-891-2100    |
| Fax:       | (212)  755-3009 |

 

And

 

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Schulte Roth & Zabel LLP919 Third AvenueNew York, NY  10022

 
| Attention: | Stuart D.  Freedman, Esq. |
|------------|--------------------------------|
| Telephone: | 212-756-2000                   |
| Fax:       | (212) 593-5955                 |

 

### (b)                   Ifthe Executive, to the Executive’s home address reflected in the Company’srecords.

###  

15.           **Entire Agreement: **This Agreement contains the entire agreement between theCompany and the Executive with respect to the subject matter hereof andsupersedes all prior agreements, written or oral, with respect thereto,including, but not limited to, the Term Sheet between Maple Timber AcquisitionLLC and Executive, dated as of April 16, 2005.

 

16.           **Waiver and Amendments: **This Agreement may be amended, modified, superseded,canceled, renewed or extended, and the terms and conditions hereof may bewaived, only by a written instrument signed by the Company and the Executiveor, in the case of a waiver, by the party waiving compliance.  No delay on the part of any party inexercising any right, power or privilege hereunder shall operate as a waiverthereof, nor shall any waiver on the part of any right, power or privilegehereunder, nor any single or partial exercise of any right, power or privilegehereunder, preclude any other or further exercise thereof or the exercise ofany other right, power or privilege hereunder. This Agreement and all compensation derived therefrom are intended notto constitute compensation deferred under a nonqualified deferred compensationplan as contemplated in Section 409A of the Internal Revenue Code of 1986,as amended (the “Code”).  Accordingly,notwithstanding any other provision of this Agreement, the provisions of thisAgreement will be interpreted consistent with the preceding sentence, and theAgreement may be modified to the minimum extent necessary, as agreed upon bythe Company and the Executive, to comply with the requirements of Section 409Aof the Code and the regulations promulgated thereunder.

 

17.           **Governing Law and Venue.**

 

I.**         **This Agreement shall be governed andconstrued in accordance with the laws of the State of New York applicable toagreements made and to be performed entirely within such state, without regardto conflicts of laws principles.

 

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II.        Theparties agree irrevocably to submit to the exclusive jurisdiction of thefederal courts or, if no federal jurisdiction exists, the state courts, locatedin Dayton, Ohio, for the purposes of any suit, action or other proceedingbrought by any party arising out of any breach of any of the provisions of thisAgreement and hereby waive, and agree not to assert by way of motion, as adefense or otherwise, in any such suit, action, or proceeding, any claim thatit is not personally subject to the jurisdiction of the above-named courts,that the suit, action or proceeding is brought in an inconvenient forum, thatthe venue of the suit, action or proceeding is improper, or that the provisionsof this Agreement may not be enforced in or by such courts.  In addition, the parties agree to the waiverof a jury trial.

 

18.           **Assignability: **ThisAgreement, and the rights and obligations hereunder, may not be assigned by theparties without written consent signed by the parties; provided, however, thatthe Company may assign its rights and/or obligations described herein to thesuccessor of the business of the Company.

 

19.           **Counterparts: **ThisAgreement may be executed in counterparts, each of which shall be deemed an originalbut all of which shall constitute one and the same instrument.

 

20.           **Headings: **Theheadings in this Agreement are for convenience of reference only and shall notlimit or otherwise affect the meaning of terms contained herein.

 

21.           **Severability: **Ifany term, provision, covenant or restriction of this Agreement, or any partthereof, is held by a court of competent jurisdiction of any foreign, federal,state, county or local government or any other governmental, regulatory oradministrative agency or authority to be invalid, void, unenforceable oragainst public policy for any reason, the remainder of the terms, provisions,covenants and restrictions of this Agreement shall remain in full force andeffect and shall in no way be affected or impaired or invalidated.

 

22.           **Judicial Modification**.  If any court determines that any of thecovenants in Sections 6, 7 or 8, or any part of any of them, is invalid orunenforceable, the remainder of such covenants and parts thereof shall notthereby be affected and shall be given full effect, without regard to theinvalid portion.  If any court determinesthat any of such covenants, or any part thereof, is invalid or unenforceablebecause of the geographic or temporal scope of such provision, such

 

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court shall reduce such scope to the minimumextent necessary to make such covenants valid and enforceable.

 

23.           **Tax Withholding**.  The Company or other payor is authorized towithhold from any benefit provided or payment due hereunder, the amount ofwithholding taxes due any federal, state or local authority in respect of suchbenefit or payment and to take such other action as may be necessary in theopinion of the Holding Board to satisfy all obligations for the payment of suchwithholding taxes.

 

24.           **Termination of Purchase Agreement/Termination ofCompany Obligations**:  In theevent the Closing Date does not occur and the Purchase Agreement terminatespursuant to Article XIII thereof, the terms of employment contained hereinshall be null and void or, if the Executive’s employment with MeadWestvacoCorporation or its subsidiaries terminates prior to the Closing Date, the termscontained herein shall be null and void unless the Company agrees otherwise, inits sole discretion.

 

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Sincerely,

 

 
|   | /s/ Linda Sheffield |   |
|--------|---------------------|--------|

 

 

Name: Linda Sheffield

Title: Treasurer

 

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Please indicate your acceptance of the termsof this Agreement by your signature below.

 
|   | Accepted |   /s/ George F. Martin   |   |
|--------|----------|------------------------------------|--------|
|   |     |   Name: George F. Martin |

 

Date: May 2, 2005

 

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**EXHIBIT A**

 

**FORM EMPLOYMENTGENERAL RELEASE**

 

For good andvaluable consideration, receipt whereof is hereby acknowledged,                          (“Executive”),individually and on behalf of his respective heirs, executors, administrators,representatives, agents, attorneys and assigns (the “Executive Releasor”),hereby irrevocably, fully and unconditionally releases and forever dischargesNewPage Corporation, (the “Company”) and its affiliated companies,parents, subsidiaries, predecessors, successors, assigns, divisions, relatedentities and all of their present employees, officers, directors, trustees,shareholders, members, partners (as applicable), agents, investors, attorneysand representatives (the “Company Released Parties”), from any and all mannerof actions and causes of action, suits, debts, dues, accounts, bonds,covenants, contracts, agreements, judgments, charges, claims, and demandswhatsoever which the Executive Releasor, has, or may hereafter have against theCompany Released Parties or any of them arising out of or by reason of anycause, matter or thing whatsoever from the beginning of the world to the datehereof, including without limitation any and all matters relating to employmentwith the Company and its subsidiaries or affiliates, and the cessation thereof,and all matters arising under any federal, state or local statute, rule orregulation or principle of contract law or common law, including but notlimited to the Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621,etseq., Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000etseq., the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101etseq., the Employee Retirement Income Security Act of 1974, 29U.S.C. § 1001 etseq., the Fair Labor Standards Act, 29U.S.C. § 201 etseq., the Family and Medical Leave Act of1993, 29 U.S.C. § 2601 etseq. and applicable labor andemployment laws of the states of New York and Ohio.  Notwithstanding the foregoing, the Executive’srelease described herein shall be subject to the Company’s compliance with its obligationsunder Section 10 of the Letter Agreement between the Company and theExecutive, dated as of                     , 2005 (the “Letter Agreement) and nothing containedherein shall release the Company Released Parties from any obligations under anyagreement relating to the grant, holding or disposition of equity, including,without limitation any equity purchase and/or any equityholders agreements.

 

Inconsideration of the obligations and representations of Executive, the Companyhereby irrevocably, fully and unconditionally releases and forever dischargesthe Executive, from any and all manner of actions and causes of action, suits,debts, dues, accounts, bonds, covenants, contracts, agreements, judgments,charges, claims, and demands whatsoever which the Company, has, or mayhereafter have against the Executive arising out of or by reason of any cause,matter or thing whatsoever from the beginning of the world to the date hereof,including without limitation any and all matters relating to employment withthe Company and its subsidiaries or affiliates, and the cessation thereof,other than any obligations of the Executive or terms set forth in Sections 6,7, 8, 9 and 21 of the Letter Agreement, which shall survive, and all mattersarising under any federal, state or local statute, rule or regulation orprinciple of contract law or common law. Notwithstanding the foregoing, the Company does not waive or releaseExecutive from any obligations under this General Release or liability toCompany Released Parties for any claims such Company Released Parties may haveagainst the Executive arising out of the Executive’s gross negligence orwillful misconduct.

 

**PLEASEREAD CAREFULLY BEFORE SIGNING.  THISDOCUMENT**

 

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**INCLUDESA RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.**

 

Executiveacknowledges that he has been given the opportunity to review and consider thisGeneral Release for twenty-one (21) days from the date he received a copy.  If he elects to sign before the expiration ofthe twenty-one (21) days, Executive acknowledges that he will have chosen, ofhis own free will without any duress, to waive his right to the full twenty-one(21) day period.

 

Executive mayrevoke this General Release after signing it by giving written notice to                              ,within seven (7) days after signing it. This General Release, provided it is not revoked, will be effective onthe eighth (8th) day after execution.

 

Executiveacknowledges that he has been advised to consult with an attorney prior tosigning this General Release.

 

Executive issigning this General Release knowingly, voluntarily and with full understandingof its terms and effects.  Executive issigning this General Release of his own free will without any duress, beingfully informed and after due deliberation. Executive voluntarily accepts the consideration provided to him for thepurpose of making full and final settlement of all claims referred to above.

 

Executiveacknowledges that he has not relied on any representations or statements notset forth in this General Release. Executive will not disclose the contents or substance of this GeneralRelease to any third parties, other than his attorneys, accountants, or asrequired by law, and Executive will instruct each of the foregoing not to disclosethe same.

 

This GeneralRelease will be governed by and construed in accordance with the laws of theState of New York.  If any provision inthis General Release is held invalid or unenforceable for any reason, theremaining provisions shall be construed as if the invalid or unenforceableprovision had not been included.

 

IN WITNESS WHEREOF, the Parties hereto,intending to be legally bound hereby, have executed this General Release as of                        .

 
| EXECUTIVE | NEWPAGE CORPORATION |
|-----------|---------------------|
|      |                |
|      |                |
|      |                |   |   |
| Name:     | Name:               |
|      | Title:              |
|           |                     |  |  |

 

18

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