Exhibit 10.13


 


 


May 2, 2005


 


Matthew
L. Jesch


10833
Waterbury Ridge Lane


Dayton,
OH 45458


 


RE: Employment Letter Agreement


 


Dear Matt:


 


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 Vice President
and Chief Financial Officer of the Company and Escanaba Timber LLC 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: $250,000, 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 50% 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 50% 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 23, 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/
  Matthew L. Jesch

  	
   

  
	
   

  	
   

  	
  Name: Matthew L. Jesch

  
	
   

  	
   

  	
   

  
	
   

  	
  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 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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