exv10w15






Exhibit 10.15









-Mr I.J.E. Tuovinen

Meester Reijnstlaan 18

1181 PR AMSTELVEEN




30th June 2006



Dear Juhani,



We are happy to confirm our offer to localize you, effective 1 July 2006. Your employer will be
Arizona Chemical BV in the Netherlands.



For the purpose of calculating your continuous employment your first day of employment with the
Company is recorded as 16th September 1980.



The main terms and conditions of this offer are as follows:



Location,
Position and Reporting



The position of Managing Director Europe is based in Almere, the Netherlands. You will continue to
report to the Vice President, located in Jacksonville USA.



Effective
1st July, 2006 we will increase your PL level to 24.



Compensation



Your
annual gross salary for the above position in The Netherlands will be EURO 178,351 (90% of the PL 24 Midpoint) for 38.75 hours per week. This salary includes the 8%
holiday allowance, which will be prorated to the effective number of months worked in 2006.





	 	1.	 	Based on article 9 of the ‘Uitvoeringsbesluit loonbelasting 1965’, you are entitled to receive a
tax-free cost reimbursement for extraterritorial costs. We agree that your current employment income
(“loon uit tegenwoordige Dienstbetrekking”), will be reduced according to Dutch labour law so that 100/70
of your current employment income equals the originally agreed current employment income of
€178,351.00.
	 
	 	2.	 	You will receive a cost reimbursement for extraterritorial costs equal to 30/70 of the current
employment income as agreed in article 1.
	 
	 	3.	 	You acknowledge the fact that an adjustment of the agreed
remuneration of article 1 can
influence all employment income related payments and benefits like pension and social security
benefits.




Your compensation will be subject to periodic review. Please note that any merit increase includes
all statutory salary increases where applicable.



The position is regarded as Exempt, which means that you will not be entitled to claim compensation
for overtime. In addition you will remain eligible for participation in the Business Performance
Incentive Plan (BPIP) applicable in Arizona Chemical. The target bonus will be 40% of your Dutch PL
24 midpoint. For 2006, you will be eligible for the PL 24 target (your bonus will not be prorated
for the first 6 months of the year when you were a PL 23).



			
	 	 	



	 
	Arizona Chemical B.V.

Transistorstraat 16 - 1322 CE Almere 

P.O. Box 60053 - 1320 AB Almere - The Netherlands

 	 	Phone : (31) 36 - 546 28 00

 Fax : (31) 36 - 546 28 95 

Chamber of Commerce : nr. 32045469




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Employee
Benefits



You will participate in Arizona Chemical B.V.’s Pension Scheme II and group medical insurance. The
company will initiate a review by an external expert of your current State pension plan and
Arizona’s Pension Scheme II to address your concern about the difference in pension build up (1.9%
in Finland from the age of 53 and 4.5% between the ages of 63 and 68 versus 1.75% under Pension
Scheme II). Based on the outcome of the review we will discuss compensation of the difference from
your 53rd birthday



You will continue to participate in the special Finnish OY (early retirement) pension program that
is specific to you and the local plant MD. Any tax liability in the Netherlands in relation to the
employer’s contribution to this program will be borne by the company.



Housing
allowance



The
company will continue to provide you with a net housing allowance of
€ 2,443 per month,
regardless of whether you rent of buy a house. If and when we need to terminate the allowance we
will provide a minimum of 6 months notice and you will receive a lump sum payment equivalent to 72
months of your current monthly allowance.



Company
car




You will
be entitled to a level IV company car in accordance with the IP
company car policy. Please

note that you are subject to Dutch tax on the private use of this company car.



International
schooling



Support for schooling will continue as it is today.



Visits
to Finland



The
employer will pay for roundtrip transportation for the entire family at the interval of one trip
per year.



Annual
Holidays



Your annual leave will consist of 30 days, excluding the Dutch legal holidays. The number of days
of vacation will be pro-rated with respect to the number of months worked per calendar year.



Retention
bonus



You are eligible for a retention bonus of 12 months of pay, based on your gross salary at the time
of divestiture or approximately 30 days following the formal closing of the sale with the buyer.



Social
Security and Income Taxes in the Netherlands



You will fall under Dutch Social Security and tax legislation.



Tax advisory support will be provided if needed.



Presently, local tax legislation allows tax relief under the 30% rule for a maximum period of ten
years. This benefit has been taken into consideration in determining your gross salary as stated above.





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Should there be a change in legislation that would allow for your 30% exemption to be extended, we
will actively pursue such an extension.



New
assignment



For any future new assignment within the group, further arrangements will be made. None of the
provisions of this agreement can be viewed as limiting your ability or the company’s ability to
terminate your employment with us.



Notice
Period



Either party may terminate this employment agreement giving notice in writing; the Employee’s
notice period is two full calendar months, the Employer has to observe a notice period of 4 full
calendar months. Notice may only be given at the end of a month.



Termination
of employment



Upon termination of employment you will be required to repay any unaccrued wages already received
in days and/or hours of holiday leave.



Upon termination of employment by the employer you will be eligible for a severance payment based
on the Dutch cantonal court formula (Kantonrechtersformule).



Employee
Information Handbook




This contract refers to the Employee Information Handbook in which the Arizona Chemical B.V. rules
and regulations are listed. By signing this contract you state that
you have received a copy, are familiar
with its contents and agree to abide by said rules.



Confidentiality



You shall
observe strict confidentiality towards third parties, including
Arizona Chemical B.V. personnel,
both during and after your employment, concerning all knowledge acquired during the execution of your
job in connection with the affairs and interests of Arizona Chemical B.V. This obligation to maintain
confidentiality also includes all information acquired from customers or other Arizona Chemical B.V.
contracts during the tenure as an employee.



Engagement
to comply with the competition law



You have received and reviewed the International Paper Anti-Trust policy (international Paper —
Antitrust Compliance Manual) and agree to abide with this policy in every regard. You are aware
that violation of this policy will result in sanctions, including possible termination of
employment. You have been informed that questions or concerns regarding the competition law should
be directed to the Arizona Chemical Management and International Paper legal advisor.



Applicable
law



This agreement is subject to Dutch law. Disputes resulting from this agreement or termination
thereof will be directed towards the appropriate Dutch court of law or the CWI (Centre for Work and
Income) for a legal decision.





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Closing
Remarks



If you
accept this offer under the terms and conditions as stated above, then please sign and
return the enclosed copy to us.




	 	 	 	 	 	 	 
	SIGNATURE:

	 	/s/ Jerry Marterer
	 	Date:	 	 
	 

	 	 
	 	 	 	 
	 

	 	Jerry Marterer	 	 	 	 
	 

	 	Vice President	 	 	 	 
	 

	 	Arizona Chemical	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNATURE:

	 	/s/ David B. Cowfer
	 	Date:	 	6/30/06
	 

	 	 
	 	 	 	 
	 

	 	 Devid B. Cowfer
 	 	 	 	 
	 

	 	Business HR Manager 	 	 	 	 
	 

	 	Arizona Chemical	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNATURE:

	 	/s/ Pierre Arduini
	 	Date:	 	 
	 

	 	 
	 	 	 	 
	 

	 	Pierre Arduini	 	 	 	 
	 

	 	Human Resources Mgr	 	 	 	 
	 

	 	Arizona Chemical Europe	 	 	 	 






I accept the appointment and agree with all the terms and condition as set out in the
above letter.




	 	 	 	 	 	 	 	 	 
	SIGNATURE:

	 	/s/ Juhani Tuovinen
	 	Date:
	 	30.6.2006
	 

	 	 
	 	 	 	 
	 

	 	Juhani Tuovinen	 	 	 	 	 	 







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