Exhibit 10.14


 


May 2, 2005


 


James
C. Tyrone


7207
Wetherington Dr.


West
Chester, OH 45069


 


RE: Employment Letter Agreement


 


Dear Jim:


 


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


 


1.             Position: Executive will be employed as Senior Vice
President, Coated Sales and Marketing, 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.


 


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: $310,000, 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: $267,375, payable on the Effective
Date, $209,877.59 of which the Executive hereby instructs 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 of the Parent on the
Effective Date pursuant to the Executive Purchase Agreement, dated as the
Effective Date,


 





















 


between the Parent 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 as follows:
(i) for the performance period from May 1, 2005 to December 31,
2005, such bonus shall be based upon the provisions of the current Papers
Business Unit Incentive Plan and the Executive’s target bonus shall be based on
65% of Base Salary, pro rated for the period between May 1, 2005 and December 31,
2005 (it being understood that MeadWestvaco Corporation 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 consolidated EBITDA related targets reasonably derived from
the annual business plan presented by management and approved by the Holding
Board. The Executive’s target bonus for achieving target EBITDA, as approved by
the Holding Board, will be 65% of Base Salary and the Executive will receive a
minimum bonus for achieving minimum EBITDA, as approved by the Holding Board. Bonuses
will be calculated on a straight-line basis for EBITDA achievements between
targets. There shall be no cap on the amount 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 15th of the year following the tax year
in which the relevant services have been performed.


 


(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 from time to time in effect.


 


(e)  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.


 





















 


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 by MeadWestvaco Corporation, the Executive had access to, and 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, in any material respect, 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 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 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 or Hire. 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.


 


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”).
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 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 subject to 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 (“NewPage”) 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 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 welfare 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 welfare benefits under another employer-provided plan, the welfare
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 bonus, 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 terminated 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 be entitled to receive items I, II, III,
and VII.


 





















 


listed
above and if the Executive’s employment terminates with Cause or as a result of
a resignation by the Executive without Good Reason, the Executive shall only be
entitled to receive items I, III and VII. The payment 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 with respect to II at such time that
annual bonuses are paid after the Executive’s termination date to similarly
situated employees.


 


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 or Timber Series), (iv) the Executive’s failure
to follow the lawful written directions of Executive’s supervisor, 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 or Timber 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 or
(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; 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
the 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, 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).


 


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 of business of the individual or
entity being disparaged.


 





















 


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

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  	
   

  
				



 





















 


	
   

  	
  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, including, but not limited to, the Term
Sheet between Maple Timber Acquisition LLC and Executive, dated as of March 18,
2005.


 


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.


 


 





















 


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


 





















 


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.


 


24.           Termination of Purchase Agreement/Termination of Company Obligations:  In the
event the Closing Date does not occur and the Purchase Agreement terminates
pursuant to Article XIII thereof, the terms of employment contained herein
shall be null and void or, if the Executive’s employment with MeadWestvaco
Corporation or its subsidiaries terminates prior to the Closing Date, the terms
contained herein shall be null and void unless the Company agrees otherwise, in
its sole discretion.


 





















 


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:

  
				



 


18





















 


	
   

  	
  Sincerely,

  	
   

  
	
   

  	
  /s/
  Linda Sheffield

  	
   

  
	
   

  	
  Name:
  Linda Sheffield

  	
   

  
	
   

  	
  Title:   Treasurer

  	
   

  
				



 





















 


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


 


	
  Accepted

  	
  /s/ James C. Tyrone

  	
   

  	
   

  
	
   

  	
  Name: James C.
  Tyrone

  	
   

  
	
   

  	
   

  
	
  Date: May 2, 2005