Exhibit 10.13


 


LETTER OF AGREEMENT


 


 


As of November 13, 2003


 


 


John B. Wadsworth


Treasurer and Chief Financial Officer


Blue Ridge Paper Products, Inc.


 


Dear John:


 


This letter confirms your employment as Treasurer and Chief Financial
Officer (CFO) of Blue Ridge Paper Products, Inc. (the “Company”), and sets
forth our agreement with respect to the terms and conditions of your employment
and in the event of your separation from employment:


 


1.                                       Position.   You are employed as Treasurer and CFO of
the Company.  In both capacities, you
report to the President and Chief Executive Officer (CEO) of the Company.  You agree that you shall devote your full
business time and efforts to promote the interests of the Company.


 


2.                                       Term.   The term of your employment commenced on
November 28, 2000 and shall continue through and including the earlier of (i)
the 5th anniversary of the date hereof or (ii) the date on which
your employment is terminated pursuant to paragraphs 7, 8, 9 or 10 of this
letter agreement.


 


3.                                       Duties.   You shall have such duties and
responsibilities as are consistent with the role of Treasurer and CFO, and such
other duties and responsibilities as the CEO or Board may reasonably assign
you.


 


4.                                       Salary.   The Company pays you a base salary, payable
in accordance with the normal payment procedures of the Company and subject to
such withholdings and other normal employee deductions as may be required by
law or elected by you in accordance with the Company’s benefit plans, at an
annual rate of $180,000.00 (“Salary”). 
As separately agreed upon, you also are eligible to receive an annual
cash bonus payment.


 


5.                                       Employee
Benefit Programs.   Among other
benefits to which you may be entitled, you are entitled to participate during
your term of employment in such pension, life insurance, health, disability and
major medical insurance plans, and in such other employee benefit plans and
programs, for the benefit of the employees of the Company, as may be maintained
from time to time during the term, in each case to the extent and in the manner
available to you as of the date hereof, and subject to the terms and provisions
of such plans or programs.  In addition,
the Company shall make annual contributions to your account under the Blue
Ridge Paper Products Employee Stock Ownership Plan maintained by the parent
company of the Company, Blue


 


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Ridge Holding Company.  You will
also continue to be eligible to participate in the Restricted Stock Unit plan
maintained by Blue Ridge Holding Corp. for the benefit of certain named
executive officers of the Company.


 


6.                                       Vacation.   You are entitled to 6 weeks of paid
vacation per annum during the term of your employment in accordance with
Company policy.  Vacation scheduling
will be on a mutually agreeable basis, in accordance with the Company’s
business needs.


 


7.                                       Termination
for Cause.   The Company may
terminate your employment at any time for “Cause,” as defined below.  If your employment is terminated by the
Company for Cause, the Company will pay to you any salary or other compensation
earned but not paid to you prior to the date of such termination.  Other than such payment, upon such
termination, neither you nor the Company shall have any further rights,
obligations or claims against the other except as specifically provided under
this letter agreement.


 


For purposes of this letter agreement, “Cause” shall mean:  (i) the willful or negligent failure or
refusal by you to perform your duties hereunder; provided that the Company
shall provide you with notice of such failure or refusal within fifteen days of
receipt of notice thereof; (ii) the commission by you of any material act of
dishonesty or breach of trust in connection with the performance of your duties
hereunder; (iii) your being convicted of, or pleading guilty or no contest to,
any felony or any lesser crime having as its predicate element fraud,
dishonesty or misappropriation; or (iv) a termination due to breach of your
obligations under paragraphs 11, 12, 13, 14 or 15 of this Agreement, in each
case as determined in good faith by the Company.


 


8.                                       Termination
Without Cause.   The Company may
terminate your employment at any time without Cause.  If your employment is terminated by the Company without Cause,
the Company shall pay to you the equivalent of your annual base salary for a
period of one (1) year from the date of your termination, in accordance with
the normal pay practices of the Company; provided, however, that any
obligations of the Company to you pursuant to this paragraph shall terminate
upon any matter constituting Cause becoming known to the Company subsequent to
such termination.  Except as set forth
in this paragraph, upon such a termination, neither you nor the Company shall
have any further rights, obligations or claims against the other except as specifically
provided under this letter agreement or imposed by law.


 


9.                                       Termination
With Good Reason.   You may
voluntarily terminate your employment at any time with “Good Reason,” as
defined below.  In the event of any such
termination under this paragraph, the Company shall pay to you the equivalent
of your annual base salary for a period of one (1) year from the date of your
termination, in accordance with the normal pay practices of the Company;
provided, however, that any obligations of the Company to you pursuant to this
paragraph shall terminate upon any matter constituting Cause becoming known to
the Company subsequent to such termination. 
Except as set forth in this paragraph, upon such a termination, neither
you nor the Company shall have any further rights, obligations or claims
against the other except as specifically provided under this letter agreement
or imposed by law.


 


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For purposes of this letter agreement, “Good Reason” shall mean the
Company, without your consent, (i) assigns to you duties inconsistent with your
position, title, authority or duties which results in a substantial diminution
of such position, title, authority or duties; provided that you shall provide
the Company with notice of such diminution and the Company shall not have
remedied such diminution within fifteen days of receipt of notice thereof; or
(ii) the Company materially breaches this letter agreement.


 


10.                                 Termination Without
Good Reason.   You may voluntarily
terminate your employment without Good Reason upon providing ninety (90) days
written notice to the Company, or such shorter period as the Company may
allow.  If your employment is terminated
pursuant to this paragraph, the Company will pay to you any Salary or other compensation
earned but not paid to you prior to the date of such termination.  Other than such payment upon such
termination, neither you nor the Company shall have any further rights,
obligations or claims against the other except as specifically provided under
this letter agreement or imposed by law.


 


11.                                 Non-Competition.   By signing this letter agreement, you
acknowledge and agree that the services you perform for the Company are
services which are unique and extraordinary and that, by reason of your
employment, you will acquire and have access to proprietary and “Confidential
Information,” as defined herein below, and trade secrets concerning the
Company’s operations, future plans and methods of doing business and those of
the Company’s affiliates.  Accordingly,
you agree that:


 


(a)                                  If, for any reason,
you decide to terminate your employment with the Company, you will provide the
Company with ninety (90) days written notice. 
To the extent available, such written notice will include the name of
your new employer and a description of your new position, duties and
responsibilities.


 


(b)                                 During the term of
your employment and during the “Restrictive Period,” as defined below, you will
not, absent prior written consent from the Company, directly or indirectly,
engage in a Competitive Business Activity in the United States.  The term “Competitive Business Activity”
shall mean:


 


(i)                                     engaging in, or
managing or directing persons engaging in the manufacture, sale or distribution
of liquid packaging board, including carton products manufactured by the Company’s
converting businesses.


 


(ii)                                  acquiring or having
an ownership interest in an entity that derives more than 10% of its gross
revenue from any Competing Business, except for ownership of 1% or less of any
entity whose securities are freely tradable on an established market; or


 


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(iii)                               participating in the
financing, operation, management or control of any firm, partnership,
corporation, entity or business described in subparagraph (ii) immediately
above.


 


The term “Restrictive Period” shall mean the period beginning upon a
termination of your employment with the Company and ending on the date which is
(i) in the event that your employment is terminated pursuant to paragraphs 7 or
10, the second anniversary of such termination or (ii) in the event that your
employment is terminated pursuant to paragraphs 8 or 9, the first anniversary
of such termination.


 


12.                                 Non-Solicitation.   During the term of your employment and
during the Restrictive Period, you will not, either for your benefit or for the
benefit of any other person or entity, directly or indirectly solicit any
contractor or employee of the Company or its affiliates to terminate his or her
employment or other relationship with the Company or it affiliates.


 


13.                                 Non-Disclosure of
Confidential Information.   By
signing this letter agreement, you recognize that your services as an employee
of the Company are unique services, and that by reason of your employment you
will have access to and acquire proprietary and other confidential information
and trade secrets concerning operations, future plans and methods of doing
business of the Company, its affiliates and their respective clients.  Accordingly, you hereby covenant that you
will not at any time during your employment by the Company or any time thereafter
reveal or divulge to any person, firm, corporation or other business entity or
use for your own personal or business purposes any trade secrets or
confidential information or knowledge relating to the business or businesses of
the Company, its affiliates or their respective clients including, without
limiting the generality of the foregoing, any information or knowledge
pertaining to products, formulae or processes, and developments or improvements
with respect thereto, inventions, discoveries, trademark, patents, designs,
sketches, manufacturing, packaging, merchandising, advertising, distribution
and sales methods, sales and profits figures, budgeting materials, customer
lists and relationships between the Company and any of its customers, suppliers,
ultimate consumers or affiliates (collectively, “Confidential
Information”).  Notwithstanding the
foregoing, Confidential Information shall not include information that (i) was,
or becomes through no breach of your obligations hereunder, generally known to
the public; or (ii) becomes known to you from sources other than the Company
under circumstances not involving any breach of an agreement to which any such
source is a party.  As used in this
letter agreement, the term “affiliate” means the Parent and each corporation or
other business entity at any time directly or indirectly controlled by the
Parent, its successors or assigns.  As
used in this letter agreement, the term “client” means any person, firm or corporation
to whom goods, services or intellectual property are actively being supplied by
the Company or an affiliate for compensation at the time you learn of such
person’s, firm’s or corporation’s Confidential Information, or to whom the
Company or an affiliate is at such time actively soliciting a business
relationship to engage in such activities. 
You acknowledge that any materials or documents relating to the
Company’s Confidential Information, in existence or developed in the future,
including all copies thereof, are proprietary to the Company and shall,
following the termination of your employment, regardless of the circumstances
thereof or reasons therefore, remain the Company’s sole and exclusive property
and that you shall immediately return all such materials


 


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and documents including any copies thereof to the Company upon any
termination of your employment or upon any prior request.


 


14.                                 Customer and
Supplier Solicitation.   During the
term of your employment and during the Restrictive Period, you shall not
divert, or attempt to divert any person, business or entity from doing business
with the Company, nor will you attempt to induce any such person, business or
entity to cease being a customer of or supplier to the Company.


 


15.                                 Non-Disparagement.   You will not, during your employment with
the Company or at any time thereafter, publicly disparage the Company, its
affiliates and shareholders or any of their officers, directors, employees or
agents, other than in connection with disclosures required by applicable law,
regulation or order of court or governmental agency.


 


16.                                 Remedy.   You hereby recognize and agree that the
Company would not have an adequate remedy at law or in equity for the breach or
threatened breach by you of any one or more of the covenants set forth in
paragraphs 11, 12, 13, 14, and 15 and agree that, in addition to such other
remedies as may be available to the Company, in law or in equity, the Company
may obtain an injunction or restraining order, without the posting of any bond
or security and without the proof of special damages, to enjoin you from the
breach or threatened breach of such covenants. 
The restrictions set forth in paragraphs 11, 12, 13, 14 and 15 are
considered by you and the Company to be reasonable for the purposes of
protecting the business of the Company. 
However, if any such restriction is found by a court of competent
jurisdiction to be unenforceable because it is too broad, it is the intention
of you and the Company that such restriction shall be interpreted to be as
broad as possible consistent with allowing its enforceability.


 


17.                                 Arbitration; Costs,
Fees and Expenses.   Except for
disputes with respect to paragraphs 11, 12, 13, 14 and 15 hereof, any dispute
respecting the meaning and intent of this letter agreement or any of its terms
and provisions shall be submitted to arbitration in Charlotte, North Carolina
before a single arbitrator in accordance with the Commercial Rules of the
American Arbitration Association then in effect, and the arbitration
determination resulting from any such submission shall be final and binding
upon the parties hereto.  All costs,
fees and expenses associated with any dispute respecting the meaning and intent
of this letter agreement or any of its terms and provisions shall be borne by
the party unsuccessful in such dispute.


 


18.                                 Survival of
Obligations.   You agree that your
obligations under paragraphs 11, 12, 13, 14 and 15 will survive any termination
of your employment.


 


19.                                 Amendment.   Following your execution of this letter
agreement, no provision thereof may be amended unless such amendment is agreed
to in writing and signed by you and an authorized officer of the Company.


 


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Our respective signatures below indicate our mutual assent to the terms
of this letter agreement.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  Blue Ridge Paper Products, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Richard A. Lozyniak

  	
   

  
	
   

  	
  By:  Richard A. Lozyniak

  
	
   

  	
  Title:  President and CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
  Agreed to and accepted:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ John B. Wadsworth

  	
   

  	
   

  
	
  John B. Wadsworth

  	
   

  
				



 


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