Exhibit 10.12


 


 


May 2, 2005


 


Daniel
A. Clark


450
Stolle Dr.


Springboro,
OH 45066


 


RE:  Employment
Letter Agreement


 


Dear
Dan:


 


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 Chief Information Officer and Vice President, Order
Management, 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:  $225,000, 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:  $162,750,
payable on the Effective Date, $127,751.58 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
40% 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 40% 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.  Five (5) 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 21,
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.


 





















 


	
  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/
  Daniel A. Clark

  	
   

  
	
   

  	
  Name:
  Daniel A. Clark

  
	
   

  
	
  Date:
  May 2, 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.


 


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 Panics hereto, intending to be legally bound
hereby, have executed this General Release as of
                                    .


 


	
  EXECUTIVE

  	
  NEWPAGE
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
   

  	
  Title:

  
				



 


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