exv10w1






Exhibit 10.1


SEPARATION AGREEMENT AND GENERAL RELEASE




     PLEASE READ THIS AGREEMENT CAREFULLY. IT INCLUDES A RELEASE OF CLAIMS.



     Jeffrey J. Norton (referred to herein as “I”, “me”, “my”, or “myself”) and P. H. Glatfelter
Company, (hereinafter “Glatfelter” or “Company”), hereby enter into this Separation Agreement and
General Release (hereinafter “Agreement”) which was presented to me by Glatfelter for my
consideration on June 5, 2008 concerning my termination from Glatfelter effective September 30,
2008 (“Termination Date”). I agree to the terms of this Agreement on behalf of myself, my spouse,
and my heirs, estate, executors, administrators, successors, and assigns. Glatfelter enters into
this Agreement on behalf of P. H. Glatfelter Company, d/b/a Glatfelter, and its directors,
officers, agents, employees, consultants and insurers, and its respective past, present, and future
parents, affiliated companies, subsidiaries, successors, and assigns. Glatfelter and I have agreed
to the following terms to resolve, settle and terminate any dispute or claim I may have about my
employment with Glatfelter, including but not limited claims related to the termination of my
employment with the Company. I further understand that my decision to accept or decline the terms
and conditions set forth in this Agreement does not affect my Termination Date.



     1. Transition Period: If I enter into this Agreement, I understand that my
employment continues through September 30, 2008 at my current base pay, bonus, and associated
benefits programs. I understand that I am to execute my responsibilities as previously discussed
and documented to create an effective transition work plan. The Company acknowledges that I may
conduct an active job search during this period provided this does not inhibit the execution of my
work responsibilities. It is recognized, however, that I may devote a significant portion of time
during my work days to search for a new position, including taking time off for research purposes,
consultations with outplacement professionals and interviews. The Company agrees to continue to
provide me the necessary tools including laptop, blackberry, and voice mail to execute my
responsibilities.



     2. Severance Pay. In addition to the monies associated with the Transition Period
described in paragraph 1, if I enter into this Agreement, the Company will pay me my current base
salary less required withholdings and applicable payroll taxes in the form of severance from the
period of October 1, 2008 through December 31, 2008 (referred to herein as the “Severance



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Period”) without regard to whether I obtain another position. The severance pay will be paid
in a lump sum within 30 days of the execution of this Agreement. However, no such payments will be
made until the 7-day revocation period as provided in paragraph 21 (e) below has expired. I will
receive these severance payments via check or direct deposit, in accordance with the most recent
usual practices regarding my salary payments to date. Further, with respect to the Company’s
Management Incentive Plan (MIP) for the year 2008, the Company will pay me an additional amount of
$83,784.75 in complete satisfaction of any possible distribution associated with a management
incentive plan bonus for the year 2008. I shall have no further claim for a management incentive
plan bonus for the year 2008. This payment is to be made in a lump sum in January of 2009.



     3. In addition, subject to the terms provided in this Agreement, the Company will make the
following payments and offer me the following benefits following the date of my departure from
employment




a. COBRA Benefits:




	 	(i)	 	Regardless of whether I enter into this Agreement, I understand
that, my health insurance coverage provided through the Company’s sponsored
health plan, will terminate for me and my currently covered dependants on June
30, 2009. In addition, I acknowledge that in accordance with the Consolidated
Omnibus Budget Reconciliation Act of 1986 (COBRA) I have the right, at my cost
and expense, to temporarily continue health, vision and dental insurance
benefits for up to 18 months following the Termination Date (“COBRA
Continuation Coverage Period”).
	 
	 	(ii)	 	If I enter into this Agreement, and elect to continue
health or dental benefits under COBRA, through June 30, 2009, the Company will
continue to extend health, vision and dental benefits to me and my eligible
dependents at the current employee contribution rates for such coverages as are
in effect for active salaried employees of Company (the “Employee Portion”) and
the Severance Period will be counted against the COBRA Continuation Coverage
Period. I understand and agree that the Company




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	 	 	 	will, on a monthly basis during the Severance Period, bill the Employee
Portion to me at my current mailing address: 822 Woodfield Drive, Lititz,
Pennsylvania 17543. I agree to provide the Company in writing with any
applicable change in mailing address and acknowledge that failure to do so
constitutes my agreement that the mailing address listed herein is valid for
any matters pertaining to this Agreement. I understand that if, by June
30, 2009, or upon my becoming eligible for healthcare benefits with a new
employer, I elect to continue health or dental benefits for the remainder of
the COBRA Continuation Coverage Period, I will be responsible for the full
cost of such health or dental coverage at the premiums and rates charged by
the Company’s coverage providers during the remainder of the COBRA
Continuation Coverage Period.






b. Outplacement Services: If I enter into this Agreement, the Company will
arrange for Outplacement Services to be provided to me by Right Associates. The Company
agrees to reimburse me for any out of pocket expenses, including reasonable travel and
meals, associated with meetings with Right Associates and/or meetings with individuals or
groups related to my search for a new position until June 30, 2009. I understand that I
should contact William T. Yanavitch if I have any questions regarding my outplacement
program eligibility.




c. Unused Vacation: The Company will pay me my accrued but unused vacation
entitlement, pro-rated from the beginning of the year until the Termination Date through the
normal payroll process, regardless of whether I enter into this Agreement.




d. 401(k) Benefits: I understand that employee 401 (k) contributions and any
matching employer 401 (k) contributions cease as of the Termination Date, regardless of
whether I enter into this Agreement.




e. Equity: Regardless of whether I enter into this Agreement, the Company will
convey common stock shares to me for my vested Restricted Stock Units according to the terms
in my RSU certificate. Additionally, I am eligible to exercise any vested stock options
previously granted according to the terms of my certificate.



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f. Pension: I understand I am vested in the Glatfelter pension plan and an exhibit
of the pension estimate has been provided to me. Additionally, the Company agrees to pay
$40,000 in satisfaction of my SMPP. This amount is to be paid within 10 days of the
execution of this Agreement.




g. Other Benefits: If I enter into this Agreement, the Employee Assistance Program
will be extended beyond the Termination Date, and will include a maximum of three sessions
during the Severance Period.




h. In addition, the Company will pay the cost of financial planning/tax review/legal
services incurred in the negotiation and review of this Severance Offer in an amount up to
$5,000.




j. The Company agrees to reimburse me for my annual executive physical examination,
inoculations and related laboratory tests.



     4. The payments made and benefits provided by the Company under this Agreement are in full
satisfaction of all bonus pay, profit-sharing, stock options, relocation expenses, termination
benefits, statutory entitlements or other compensation which I may be entitled by virtue of my
employment with, or separation from, the Company. I understand that the payments and benefits
outlined in paragraph 1, 2 and 3 above are in addition to any other payment or benefit to which I
otherwise may be entitled under any of Glatfelter’s benefit plans and are valuable benefits to
which I would not otherwise be entitled if I do not enter into this Agreement. I understand that
any payments made under this Agreement are not in lieu of any applicable unemployment compensation
benefits I may otherwise be entitled to receive.



     5. Defense and Indemnity: The Company agrees to defend and indemnify and hold harmless me
from all liability and costs incurred (including reasonable attorney’s fees and disbursements) as a
consequence of claims by third parties, whether or not derivatively on behalf of the Company
resulting from or growing out of my status as or as a result of my having been an officer or
director of (or counsel to) the Company or any affiliate thereof, to the full extent permitted by
law. In no event shall the terms, provisions and conditions of the defense and indemnity provided
for thereunder be less than the same as those presently provided for under



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the Articles of Incorporation and By-Laws of the Company. Said terms, provisions and conditions of
defense and indemnity shall remain an independent, contractual obligation of the Company to me
from and after the date hereof regardless of how the Company might hereafter amend or change its
Articles of Incorporation or By-Laws to provide for different terms, conditions and provisions of
defense and indemnity for other officers and directors of the Company. In the event the Company
should amend its articles of Incorporation or Bylaws to provide for different terms, conditions and
provisions of defense and indemnity after the effective date hereof, I shall be notified in writing
of the change. I shall thereafter have thirty (30) days to elect in writing to accept the changed
conditions of defense and indemnity as a modification to the Company’s contractual obligation
hereunder or to continue under the terms of defense and indemnity as provided for herein.



     6. With the limited exception outlined in paragraph 12 below, in consideration for the
payments to be made and benefits to be offered by Glatfelter to me under this Agreement, on behalf
of myself and my heirs, estate, executors, administrators, successors, and assigns, I hereby
release and agree to hold harmless Glatfelter and its directors, officers, agents, employees,
insurers, affiliated companies, subsidiaries, successors and assigns from all actions, causes of
action, claims, disputes, judgments, obligations, damages, and liabilities, in law or equity
(herein, collectively “Claims”), relating to my employment with Glatfelter or lack of employment
with Glatfelter, including but not limited to my employment termination and any Glatfelter actions
that led to that termination.



     In particular, I understand and agree that this Agreement includes, without limitation, my
release of all Claims arising under any federal, state, or local law, including any and all laws
and regulations prohibiting employment discrimination on the basis of race, color, religion, age,
sex, national origin, ancestry, disability, medical condition, veteran status, marital status, and
sexual orientation or other status or characteristic protected by law or ordinance, including, but
not limited to, claims under Title VII of the Civil Rights Act of 1964, as amended; Section 1981 of
the Civil Rights Act of 1866; the Americans with Disabilities Act (“ADA”); the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”); the Fair Labor Standards Act, as amended,
including the Equal Pay Act; the Worker Adjustment and Retraining Notification Act (“WARN”); the
Age Discrimination in Employment Act of 1967, as amended, (the



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“ADEA”); the Family and Medical Leave Act of 1993 (the “FMLA”); the Act pertaining to the
Employment and Reemployment Rights of Members of the Uniformed Services, (“USERRA”); the
Immigration Reform and Control Act; the Occupational Safety and Health Act; and other state and
local human or civil rights laws as well as all other statutes; and all regulations pertaining to
the above statutes, as any of the foregoing may have been amended; as well as any and all other
tort, contract, or statutory claims related to my employment, including but not limited to the
termination of that employment unless otherwise addressed herein.




     7. In consideration of the payments and benefits provided by this Agreement, I agree that I
will not knowingly seek reemployment with, and that I will not be eligible for reemployment with,
the current Company, or any current affiliated owned or operated entity. I further understand that
it is the Company’s policy to provide only confirmation of my dates of employment and job titles
held. No additional references will be provided by the Company either verbally or in writing to
other employers on my behalf without the express permission of the Vice President Human Resources
and Administration. The Company has agreed to provide me with a mutually agreed-to written letter
of recommendation in support of my search process which letter will be provided within ten (10)
business days of the execution of this Agreement. The Company agrees that any written or oral
inquiries regarding Jeffrey J. Norton will be provided by the current Vice President of Human
Resources and Adminsitration, William T. Yanavitch and/or the current Chairman and Chief Executive
Officer George H. Glatfelter.



     8. This Agreement does not constitute an admission by the Company that it has violated any
contract, law, or regulation, or in any way infringed my rights or privileges. The Company and I
are making this Agreement in order to end my employment on a friendly basis, and to avoid the costs
of defending any legal action, which I might otherwise initiate. Because this Agreement is being
offered to me in order to settle or compromise any possible disputed employment or contract claims
that I may have against the Company, I agree that I may not use it as evidence for any purpose
except where it is alleged that the Agreement itself has been breached in some manner.



     9. I understand and agree that this Agreement extends to all Claims which are known or
unknown to me, asserted or unasserted by me, suspected or unsuspected by me, past, present, and



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through the Termination Date.



     10. With the limited exception outlined in paragraph 12, I release and discharge Glatfelter
not only from any Claims which I could make on my own behalf, but also those that may or could be
brought by any person or organization on my behalf, and I specifically waive any right to become
and promise not to become a member of any class in any proceeding or case in which any such Claim
against Glatfelter may arise, in whole or in part, from any event which occurred on or before the
Termination Date.



     11. I have not filed any Claims against Glatfelter based on any event that took place on or
before the date I execute this Agreement, and I have not previously purported to have assigned or
transferred, to any person or entity, any Claim released by me under this Agreement.



     12. I agree that within five (5) business days of the signing of this Agreement, I will
have delivered to the Company all Company documents, keys, access cards, cell phones, computers and
other materials which came into my possession during the course of my employment with Glatfelter.
I further agree that I will not make use of or disclose to anyone, without the prior written
consent of Glatfelter, any information or documents concerning or related to the Company, whether
confidential or not, that I acquired during the course of my employment with the Company. I further
agree that, outside of normal business transactions in which I am involved on behalf of the
Company, I will not discuss the Company’s business, customers, sales, prospects, trade secrets,
methods of operation, or other similar topics with anyone other than the officers or members of the
Board of Directors of Glatfelter, and I will not engage in any activities or make any statements
that may disparage or reflect negatively on the Company, its officers, directors, employees or
shareholders. This provision shall include, but not be limited to, Internet postings under an
alias, as well as anonymous media contacts. The term “disparage” includes, without limitation,
comments or statements to the press or the other media about Glatfelter or any individual or entity
with whom Glatfelter has a business relationship which I know or should know would adversely affect
in any manner (i) the conduct of the business or prospective business of Glatfelter or (ii) the
business or personal reputation of Glatfelter or any of its current officers, officers, directors,
employees, subsidiaries, affiliates, parent entities or related business entities. Glatfelter
Management (including, but not limited to



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its Officers and Directors) agrees that they will not disparage or encourage or induce others to
disparage me. The term “disparage” further includes, without limitation, comments or statements
to the press, media or any other persons that would affect in any manner the business or personal
reputation of Jeffrey J. Norton. Any such disparagement of me by Glatfelter and/or any of its
officers, directors, employees, subsidiaries, etc. shall be considered a material breach of this
Agreement and, notwithstanding anything contained herein to the contrary, I reserve the right to
pursue legal action regarding any such disparagement.



     13. Other than the fact of my termination, I have kept, and will continue to keep, the terms
and conditions of this Agreement, and any related agreements, and all matters concerning them
confidential, except that I may reveal the terms and conditions of this Agreement and any related
agreements to my immediate family, my attorney and/or financial advisor, if any, so long as they
first agree not to disclose the information to anyone else. I further agree that I will not make
any statements or remarks that are disparaging to, or which have the potential of harming Company
and/or its present and former officers, directors, agents or employees, and that I will not engage
in any act or conduct that is, or could reasonably be construed to be, detrimental to Company’s
interests, business, or reputation.



     14. I agree to cooperate with any reasonable request of Glatfelter to participate in the
preparation for, response to, prosecution of and/or defense of any pending, actual, or threatened
litigation, arbitration and/or administrative proceeding involving the Company. The Company will
reimburse me for all reasonable out-of-pocket expenses that I may incur as a result of such
cooperation. Reasonable expenses incurred by me (including, but not limited to, travel-related
expenses, meals and lodging and any then current hourly wages associated with time spent by me
preparing for and/or participating in any such legal or administrative proceeding) as a result of
such cooperation will be reimbursed in accordance with Glatfelter policy within 60 calendar days
following the date on which Glatfelter receives appropriate documentation with respect to such
expenses, but in no event later than 120 days from the date that I incur the related expense.



     15. I agree that this Agreement may be revoked by Glatfelter if:




	 	a 	 	I breach the confidentiality or non-disparagement terms of this
Agreement, or any agreements regarding confidentiality that I may have
previously





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	 	 	 	entered into with Glatfelter, including but not limited to the
Confidentiality Agreement incorporated herein and attached hereto as Appendix
“A”;
	 
	 	b.	 	I misappropriate or fail to return Company property, misuse
Company property (such as, but not limited to, Internet access), or engage in
efforts that undermine the effectiveness of the Company’s operations.





     16. The foregoing terms represent the entire agreement between Glatfelter and me related to
the subject matter hereof and this Agreement supersedes any conflicting agreements between
Glatfelter and me, including any agreement executed at the commencement of my employment. No other
promises, consideration, agreement, plan, representation, oral statement, understanding, or course
of conduct not expressly set forth in this Agreement have been made between Glatfelter and me to
cause either of us to sign this Agreement.



     17. The provisions of this Agreement are severable. If any provision of this Agreement is
determined to be invalid or unenforceable by a court of competent jurisdiction, the other
provisions of this Agreement shall continue in full force and effect and the voided provision(s)
shall be amended, if possible, to the extent necessary to render it valid and enforceable.



     18. All matters relating to the interpretation, construction, and enforcement of this
Agreement shall be governed by and construed according to the laws of the Commonwealth of
Pennsylvania, without giving effect to its principles of conflicts of law, to the extent that the
laws of the United States of America do not preempt those laws. I further agree that jurisdiction
shall be proper in, and limited to, any appropriate state or federal court in the Commonwealth of
Pennsylvania.



     19. If any suit is brought relating to this Agreement or any breach of it, either by me or by
Glatfelter, the prevailing party in such suit shall be entitled to reimbursement for reasonable
costs, expenses and attorneys’ fees incurred by it in such suit.



     20. This Agreement may not be amended except by a written agreement that has been executed by
me and by an Officer of Glatfelter on behalf of Glatfelter.



     21. In connection with my execution of this Agreement, I acknowledge the following:



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          (a) I HAVE BEEN ADVISED BY THE COMPANY TO SEEK THE ADVICE OF LEGAL COUNSEL PRIOR TO EXECUTING
THIS DOCUMENT.




          (b) I have carefully read this Agreement, fully understand its terms, understand its legal
and binding effect, have had full opportunity to review it with my legal counsel, and that I sign
this Agreement voluntarily;




          (c) That I am waiving all rights and claims that I have or may have under the federal Age
Discrimination in Employment Act, as well as any rights or claims that I have or may have under
other federal, state, or local laws with regard to discrimination;




          (d) That I have a period of 21 days in which to consider this Agreement before signing it;




          (e) That for a period of 7 days following my signing of this Agreement, I may revoke this
Agreement, and that this Agreement shall not become effective and enforceable until this 7-day
revocation period has expired. Any revocation shall be submitted in writing to the signatory for
the Company. I also understand that this Agreement shall not become effective or enforceable until
the expiration of that seven (7) day period.




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     IN WITNESS WHEREOF, the undersigned parties have executed this Agreement, as of the dates
indicated below.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	P.H. Glatfelter Company
	Jeffrey J. Norton	 	 	 	By: William T. Yanavitch

VP, Human Resources and Administration
	 
	 	 	 	 	 	 	 	 
	Signed:
	 	/s/ Jeffrey J. Norton	 	 	 	Signed:	 	/s/ William T. Yanavitch
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	10/21/2008	 	 	 	Date:	 	10/25/2008
	 

	 	 
	 	 	 	 	 	 






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