EXHIBIT 10.20


 


October 6, 2005


 


Douglas K. Cooper


2845 Foxfire Drive


Milford, MI 48380


 


RE:  Letter Employment Agreement


 


Dear Doug:


 


This letter employment agreement (“Agreement”) is being delivered to
you (“Executive”) in connection with your employment with NewPage Corporation
(hereinafter referred to as the “Company”). 
Subject to your successfully passing a pre-employment drug screen and
background check, the terms of your employment are as set forth below,
effective upon November 1, 2005 (the “Effective Date”):


 


1.        Position:  Executive
will be employed as Vice President, General Counsel and Secretary of the
Company and will have such authority, responsibilities and duties as are
customarily attendant to that position. 
Executive shall also serve certain of the Company’s designated
subsidiaries or affiliates as determined by the Board of Directors of NewPage Holding
Corporation (the “Holding Board”) for no additional consideration.  During the term of employment, Executive will
devote Executive’s full business time and best efforts to the performance of
Executive’s duties hereunder and will not engage in any other business,
profession or occupation for compensation or otherwise which would conflict or
interfere with the rendition of such services without the prior written consent
of the Holding Board.


 


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


 


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


 


(a) Base Salary:  $235,000, payable in accordance with the
payroll practices of the Company.  Each
year, the Holding Board shall review the Executive’s base salary for
increase.  Once increased, base salary
shall not be decreased.


 


(b) Signing Bonus: $94,080,
payable on the Effective Date, which the Executive hereby instructs the Company
to pay, after applicable withholding and other deductions, on his behalf to


 





















 


Maple Timber Acquisition LLC (the “Paper
Series”) to purchase equity interests of the Paper Series on the Effective
Date pursuant to the Executive Purchase Agreement, dated as the Effective Date,
among the Paper Series, NewPage Investments LLC and the Executive (the “Executive
Purchase Agreement”).


 


(c) Annual Bonus.  Executive shall be eligible to participate in
an annual bonus pool for senior executives of the Company.  The annual bonus will be based upon the
achievement by the Company of established financial and other performance-based
criteria as approved by the Holding Board. 
The Executive’s target, as approved by the Holding Board, will be 45% of
Base Salary (“Target Bonus”), and the Executive will receive a minimum bonus
for achieving minimum company performance thresholds, as approved by the
Holding Board.  Bonuses will be
calculated on a straight-line basis for financial achievements between
targets.  No bonus will be paid if
minimum financial targets are not achieved. 
Each annual bonus shall be paid on or before March 15th
of the year following the tax year in which the relevant services have been
performed.  Notwithstanding the
foregoing, the Executive’s bonus for 2005 will not be prorated and will be at
least fifty percent (50%) of the Target Bonus.


 


(d) Vacation.  Six (6) weeks of paid annual vacation
time each year (accrued in full on the Effective Date and each anniversary
thereafter).  Executive shall not be
entitled to payment for unused vacation days upon the termination of his
employment except as set forth in Section 10 below.  The carry-over of vacation days shall be in
accordance with Company policy as in effect from time to time.


 


(e) Moving and Relocation.  Executive shall be eligible to receive moving
and relocation benefits in accordance with the terms and conditions of the NewPage Moving &
Relocation Plan.


 


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


 


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


 


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5.        Disclosure:  The
Executive represents and warrants that Executive is not a party to or subject
to any restrictive covenants, legal restrictions or other agreements in favor
of any entity, or person which would in any way preclude, inhibit, impair or
limit the Executive’s ability to perform Executive’s obligations for the
Company, including, but not limited to, non-competition agreements,
non-solicitation agreements or confidentiality agreements.


 


6.        Confidentiality:


 


I.      During
the course of the Executive’s employment under this Agreement, the Executive
will have access to, certain trade secrets and
confidential information relating to the Company and its affiliates and
subsidiaries (the “Protected Parties”) which is not readily available from
sources outside the Company.  The
confidential and proprietary information and trade secrets of the Protected
Parties are among their 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, their sales, financial, marketing, training and technical
information, their product development (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 tangible forms concerning how the Protected Parties create, develop,
acquire or maintain their products and marketing plans, target their potential
customers and operate their other businesses. 
The Protected Parties invested, and continue to invest, considerable
amounts of time and money in their process, technology, know-how, obtaining and
developing the goodwill of their customers, their other external relationships,
their data systems and data bases, and all the information described above
(hereinafter collectively referred to as “Confidential Information”), and any
misappropriation or unauthorized disclosure of Confidential Information in any
form would irreparably harm the Protected Parties.  The Executive acknowledges that such
Confidential Information constitutes valuable, highly confidential, special and
unique property of the Protected Parties. 
The Executive shall hold in a fiduciary capacity for the benefit of the


 


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Protected Parties all Confidential
Information relating to the Protected Parties and their businesses, which shall
have been obtained by the Executive during the Executive’s employment by the
Company or its subsidiaries and affiliates and which shall not be or become
public knowledge (other than by acts by the Executive or representatives of the
Executive in violation of this Agreement). 
Except as required by law or an order of a court or governmental agency
with jurisdiction, the Executive shall not, during the period the Executive is
employed by the Company or its subsidiaries and affiliates or at any time
thereafter, disclose any Confidential Information, directly or indirectly, to any
person or entity for any 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 benefit of, the Protected Parties or to enforce any rights or defend
any claims hereunder or under any other agreement to which the Executive is a
party, provided that such disclosure is relevant to the enforcement of such
rights or defense of such claims and is only disclosed in the formal
proceedings related thereto.  The
Executive shall take all reasonable steps to safeguard the Confidential
Information and to protect it against disclosure, misuse, espionage, loss and
theft.  The Executive understands and
agrees that the Executive shall acquire no rights to any such Confidential
Information.


 


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


 


III.    It
is understood that while employed by the Company the Executive will promptly
disclose to it, and assign to it the


 


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Executive’s interest in any invention, improvement
or discovery made or conceived by the Executive, either alone or jointly with
others, which arises out of the Executive’s employment.  At the Company’s request and expense, the
Executive will assist the Company and its subsidiaries and affiliates during
the period of the Executive’s employment under this Agreement and thereafter in
connection with any controversy or legal proceeding relating to such invention,
improvement or discovery and in obtaining domestic and foreign patent or other
protection covering the same.


 


IV.    As
requested by the Company and at the Company’s expense, from time to time and
upon the termination of the Executive’s employment for any reason, the
Executive will promptly deliver to the Company and its subsidiaries and affiliates,
as applicable, all copies and embodiments, in whatever form, of all
Confidential 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, magnetic
media, disks, diskettes, tapes and all other materials containing any
Confidential Information) irrespective of the location or form of such
material.  If requested by the Company,
the Executive will provide the Company with written confirmation that all such
materials have been delivered to the Company as provided herein.


 


7.        Non-Solicitation.  During the Executive’s employment and for a
period of one (1) year following the termination of the Executive’s employment
for any reason, the Executive shall not directly or indirectly solicit or
attempt to solicit or induce, directly or indirectly, (a) any party who is
a customer of the Company or its subsidiaries or affiliates, during period for
the purpose of marketing, selling or providing to any such party any services
or products offered by or available from the Company or its subsidiaries or
affiliates and relating to the Business (as defined in Section 8) or (b) any
employee of the Company or any of its subsidiaries or affiliates or any person
who was an employee of the Company or any of its subsidiaries or affiliates
during the twelve (12) month period immediately prior to the date of Executive’s
termination of employment to terminate such employee’s employment relationship
with the Protected Parties in order, in either case, to enter into a similar
relationship with the Executive, or any other person or any entity in
competition with the Business of the Company or any of its subsidiaries or
affiliates.


 


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


 


9.        Remedies; Specific Performance.  The Parties acknowledge and agree
that the Executive’s breach or threatened breach of any of the restrictions set
forth in Sections 6, 7 and 8 will result in irreparable and continuing damage
to the Protected Parties for which there may be no adequate remedy at law and
that the Protected Parties shall be entitled to equitable relief, including
specific performance and injunctive relief as remedies for any such breach or
threatened or attempted breach.  The
Executive hereby consents to the grant of an injunction (temporary or
otherwise) against the Executive or the entry of any other court order against
the Executive prohibiting and enjoining him from violating, or directing him to
comply with any provision of Sections 6, 7 or 8.  The Executive also agrees that such remedies
shall be in addition to any and all remedies, including damages, available to
the Protected Parties against him for such breaches or threatened or attempted
breaches.  In addition, without limiting
the Protected Parties’ remedies for any breach of any restriction on the
Executive set forth in Sections 6, 7, or 8, except as required by law, the
Executive shall not be entitled to any payments


 


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set forth in Section 10 hereof if the
Executive breaches the covenants applicable to the Executive contained in
Sections 6, 7 or 8.


 


10.       Termination:  The Company may terminate Executive’s
employment hereunder for any reason and at any time without prior notice.  Upon a termination of the Executive’s
employment 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 the execution by the Executive, without
revocation, of a valid employment release substantially in the form attached
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 may be
entitled under any Company severance plan (the “Severance Plan)):


 


I.      any
unpaid Base Salary through the date of termination;


 


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


 


III.    any
accrued but unused vacation pay;


 


IV.    an
amount equal to two (2) times Base Salary minus an amount equal to the
original purchase price paid for the Paper Class A Common Percentage
Interests pursuant to the terms of the Executive Purchase Agreement between the
Executive and the Company; provided that if such termination without Cause or
with Good Reason is within 12 months following the acquisition by NewPage Holding
Corporation or its subsidiaries of the stock or assets of a business enterprise
of at least substantially the same revenues and total assets as NewPage Holding
Corporation and its subsidiaries on a consolidated basis (for the avoidance of
doubt, such a business enterprise shall include one of the four (4) leading
coated paper companies other than the Company), the amount shall be equal to three (3) times Base Salary minus
an amount equal to the original purchase price paid for the Paper Class A
Common Percentage Interests pursuant to the terms of the Executive Purchase
Agreement between the Executive and the Company; provided, further that, if at


 


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the
time of a termination of employment without Cause or with Good Reason, the
aggregate “fair market value” of the Paper Class A Common Percentage
Interests being repurchased from the Executive pursuant to the Executive
Purchase Agreement is less than the aggregate original purchase price paid by
the Executive for such Paper Class A Common Percentage Interests, the
Executive shall receive an additional cash payment equal to the difference
between (i) the aggregate original purchase price paid for such Paper Class A
Common Percentage Interests by the Executive and (ii) the aggregate “fair
market value” of such Paper Class A Common Percentage Interests at the
time of the termination without Cause or with Good Reason;


 


V.     continued
receipt of medical and dental benefits for twenty-four (24) months after the
Executive’s date of termination; provided, however, if the Executive becomes
reemployed with another employer and is eligible to receive medical and dental
benefits under another employer-provided plan, such benefits described in this Section 10(V)
shall be secondary to those provided under such other plan;


 


VI.    outplacement
services substantially similar to those provided pursuant to the terms of the
Severance Plan; and


 


VII.   accrued
benefits pursuant to the terms and conditions of the Company’s benefit plans
and programs.


 


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


 


If the Executive’s employment terminates as a
result of the Executive’s death or if the Company terminates the Executive’s
employment on account of the Executive’s Disability (as defined below), the
Executive, or the Executive’s legal representatives (as appropriate), shall
only be entitled to receive items I, II, III, and VII listed above
and if the Executive’s employment is terminated by the Company for Cause or as
a result of a resignation by the Executive without Good Reason, the Executive
shall only be entitled to receive


 


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items I, III and VII.  The payments set forth in I and III shall be
paid in a lump sum within 10 business days after termination (unless an earlier
date is prescribed by law) and the payment set forth in II shall be at such
time as annual bonuses are paid to similarly situated employees after the
Executive’s termination date.


 


The obligations of the Company to Executive
which arise upon the termination of his employment pursuant to this Section 10
shall 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 of
dishonesty by the Executive resulting or intending to result in personal gain
or enrichment at the expense of the Company or its subsidiaries or affiliates, (iii) the
Executive’s material breach of any provision of any policy of the Company, NewPage Holding
or Maple Timber Acquisition LLC (Paper Series), (iv) the Executive’s
failure to follow the lawful written directions of 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 of Directors of Maple Timber
Acquisition LLC (Paper Series), (v) conduct by the Executive in connection
with Executive’s duties that is fraudulent, willful and materially injurious to
the Company or its subsidiaries or affiliates, (vi) conduct by the
Executive in connection with Executive’s duties that is unlawful and materially
injurious to the Company or its subsidiaries or affiliates, or (vii) any
breach of the provisions in Sections 6, 7 and 8 of this Agreement; provided
that the Executive shall have ten (10) business days following the Company’s
written notice of its intention to terminate the Executive’s employment to cure
such Cause, if curable, as determined by the Holding Board, in its sole
discretion.


 


For the purposes of this Agreement, “Good
Reason” means, without the consent of the Executive, (i) a reduction by
the Company in the Executive’s Base Salary or in the percentage of Base Salary
on which the Executive’s bonus is based; (ii) a material reduction in the
aggregate benefits provided to the Executive, except for any across-the-board
reduction(s) affecting all similarly situated executives on substantially the
same proportional basis; (iii) relocation of Executive outside of fifty
(50) miles from his office location set forth in Section 2 hereof or (iv) any
failure by the Company to obtain the express written assumption of the Company’s
obligations to the Executive as described herein by any successor or assign of
the Company.


 


For the purposes of this Agreement, “Disability”
means the determination by the Company, in accordance with applicable law,


 


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based on information provided by a physician
selected by the Company or its insurers and reasonably acceptable to the
Executive that, as a result of a physical or mental injury or illness, the
Executive has been unable to perform the essential functions of the Executive’s
job with or without reasonable accommodation for a period of (i) ninety
(90) consecutive days or (ii) one-hundred eighty (180) days in any
one-year period.


 


For the purposes of this Agreement, “Severance
Bonus Amount” shall mean, in the event of a termination (i) prior to June 1st
of any calendar year, the annual performance-based bonus paid to the Executive
for the calendar year prior to the termination or (ii) on or after June 1st
of any calendar year, the annual performance-based bonus that would have been
payable to the Executive for the calendar year of the termination (determined
as of the end of such calendar year and payable when the Company pays its
annual performance-based bonuses to similarly situated employees); provided,
however, that if Executive’s employment with the Company terminates on
or prior to December 31, 2005, “Severance Bonus Amount” shall mean zero.


 


11.       Removal from any Boards and Positions.  If the Executive’s employment terminates for
any reason, he shall be deemed to resign (i) if a member, from the Holding
Board, the Board of Directors of the Paper Series and the Timber Series of
Maple Timber Acquisition LLC or any other board of directors of any subsidiary
or affiliate of the Company or any other board to which he has been appointed
or nominated by or on behalf of the Company and (ii) from any position
with the Company or any subsidiary or affiliate of the Company, including, but
not limited to, as an officer of the Company or any of its subsidiaries or
affiliates


 


12.       Nondisparagement:  Except as required by law or order of a court
or governmental agency having jurisdiction or to report, in good faith, an
impropriety or financial wrongdoing affecting the business of the Company,
Executive agrees that Executive will not at any time publish or communicate to
any person or entity any Disparaging (as defined below) remarks, comments or
statements concerning the Company, Cerberus Capital Management, L.P., their
parents, subsidiaries and affiliates, and their respective present and former
members, 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 any
aspect of the operation or business of the individual or entity being
disparaged.


 


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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’s
possession during Executive’s employment by the Company or its subsidiaries and
affiliates are the sole property of the Company and its subsidiaries and
affiliates (“Company Property”).  During
the Executive’s employment and at all times thereafter, the Executive shall not
remove, or cause to be removed, from the premises of the Company or its
subsidiaries or affiliates, copies of any record, file, memorandum, document,
computer related information or equipment, or any other item relating to the
business of the Company or its subsidiaries or affiliates, except in
furtherance 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 promptly
deliver to the Company all copies of Company Property in Executive’s possession
or control.


 


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


 


	
  (a) If the Company, to:

  
	
   

  
	
  NewPage Corporation

  
	
  Courthouse
  Plaza N.E.

  
	
  Dayton, Ohio
  45463

  
	
   

  
	
  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

  



 


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  And

  
	
   

  
	
  Schulte
  Roth & Zabel LLP

  
	
  919 Third
  Avenue

  
	
  New York,
  NY  10022

  
	
   

  
	
  Attention:

  	
  Stuart D.
  Freedman, Esq.

  
	
  Telephone:

  	
  212-756-2000

  
	
  Fax:

  	
  (212)
  593-5955

  



 


(b)           If
the Executive, to the Executive’s home address reflected in the Company’s
records.


 


15.       Entire Agreement: 
This Agreement contains the entire agreement between the
Company and the Executive with respect to the subject matter hereof and
supersedes all prior agreements, written or oral, with respect thereto.


 


16.       Waiver and Amendments: 
This Agreement may be amended, modified, superseded,
canceled, renewed or extended, and the terms and conditions hereof may be
waived, only by a written instrument signed by the Company and the Executive
or, in the case of a waiver, by the party waiving compliance.  No delay on the part of any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any waiver on the part of any right, power or privilege
hereunder, nor any single or partial exercise of any right, power or privilege
hereunder, preclude any other or further exercise thereof or the exercise of
any other right, power or privilege hereunder. 
This Agreement and all compensation derived therefrom are intended not
to constitute compensation deferred under a nonqualified deferred compensation
plan 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 this
Agreement will be interpreted consistent with the preceding sentence, and the
Agreement may be modified to the minimum extent necessary, as agreed upon by
the Company and the Executive, to comply with the requirements of Section 409A
of the Code and the regulations promulgated thereunder.


 


17.       Governing Law and Venue.


 


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


 


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


 


18.       Assignability:  This
Agreement, and the rights and obligations hereunder, may not be assigned by the
parties without written consent signed by the parties; provided, however, that
the Company may assign its rights and/or obligations described herein to the
successor of the business of the Company.


 


19.       Counterparts:  This
Agreement may be executed in counterparts, each of which shall be deemed an
original but all of which shall constitute one and the same instrument.


 


20.       Headings:  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning of terms contained herein.


 


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


 


22.       Judicial Modification.  If any court determines that any of the
covenants in Sections 6, 7 or 8, or any part of any of them, is invalid or
unenforceable, the remainder of such covenants and parts thereof shall not
thereby be affected and shall be given full effect, without regard to the
invalid portion.  If any court determines
that any of such covenants, or any part thereof, is invalid or unenforceable
because of the geographic or temporal scope of such provision, such


 


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


 


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


 


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  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Peter H. Vogel, Jr.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name: Peter H.
  Vogel, Jr.

  
	
   

  	
  Title: President and CEO

  



 





















 


	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
  Accepted

  	
  /s/ Douglas
  K. Cooper

  	
   

  
	
   

  	
   

  	
  Name:  Douglas K. Cooper

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date: October 6, 2005

  	
   

  
					



 





















 


EXHIBIT A


 


FORM EMPLOYMENT
GENERAL RELEASE


 


For good and
valuable 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
discharges NewPage Corporation, (the “Company”) and its affiliated
companies, parents, subsidiaries, predecessors, successors, assigns, divisions,
related entities and all of their present employees, officers, directors,
trustees, shareholders, members, partners (as applicable), agents, investors,
attorneys and representatives (the “Company Released Parties”), 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 Executive Releasor, has, or may hereafter have
against the Company Released Parties or any of them 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 with the Company and its subsidiaries or affiliates, and the
cessation thereof, and all matters arising under any federal, state or local
statute, rule or regulation or principle of contract law or common law,
including but not limited to the Age Discrimination in Employment Act of 1967,
29 U.S.C. § 621, et  seq., Title VII of the Civil Rights Act
of 1964, 42 U.S.C. § 2000 et  seq., the Americans with
Disabilities Act of 1990, 42 U.S.C. § 12101 et  seq., the
Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et
seq., the Fair Labor Standards Act, 29 U.S.C. § 201 et  seq.,
the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et  seq.
and applicable labor and employment laws of the states of New York and
Ohio.  Notwithstanding the foregoing, the
Executive’s release described herein shall be subject to the Company’s
compliance with its obligations under Section 10 of the Letter Agreement
between the Company and the Executive, dated as of               
    , 2005 (the “Letter Agreement) and nothing contained herein
shall release the Company Released Parties from any obligations under any
agreement relating to the grant, holding or disposition of equity, including,
without limitation any equity purchase and/or any equityholders agreements.  Notwithstanding
the foregoing, Executive does not release and shall retain any claim (i) for
indemnification and defense pursuant to the charter documents and bylaws of the
Company or any Company Released Party, and (ii) under any insurance
coverage available to Executive under any director’s and officer’s insurance
policy or similar policy maintained by the Company or any Company Released
Party.


 


In
consideration of the obligations and representations of Executive, the Company
hereby irrevocably, fully and unconditionally releases and forever discharges
the 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 may hereafter
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 with the 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 matters arising under any
federal, state or local statute, rule or regulation or principle of
contract law or common law. 
Notwithstanding the foregoing, the Company does not waive or release


 





















 


Executive from any obligations under this General Release or liability
to Company Released Parties for any claims such Company Released Parties may
have against the Executive arising out of the Executive’s gross negligence or
willful misconduct.


 


PLEASE
READ CAREFULLY BEFORE SIGNING.  THIS
DOCUMENT


INCLUDES
A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.


 


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


 


Executive may
revoke 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 on
the eighth (8th) day after execution.


 


Executive
acknowledges that he has been advised to consult with an attorney prior to
signing this General Release.


 


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


 


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


 


This General
Release will be governed by and construed in accordance with the laws of the
State of New York.  If any provision in
this General Release is held invalid or unenforceable for any reason, the
remaining provisions shall be construed as if the invalid or unenforceable
provision 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:

  
				



 


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