Exhibit 10.15


 


EMPLOYMENT AGREEMENT


 


EMPLOYMENT AGREEMENT (“Agreement”) dated as of May
2, 2005 between NewPage Corporation (the “Company”) and Peter H. Vogel (the “Executive”)
(together, the “Parties”).


 


WHEREAS, an Equity and Purchase Agreement was
entered into by and between Escanaba Timber LLC (f/k/a Maple Acquisition LLC)
and MeadWestvaco Corporation, dated as of January 14, 2005, as amended (the “Purchase
Agreement”); and


 


WHEREAS, the Parties wish to establish the terms
of Executive’s future  employment.


 


Accordingly, the Parties agree as follows:


 


1.                                       Employment and
Acceptance. The Company shall employ the Executive, and Executive shall accept
employment, subject to the terms of this Agreement, on the Closing Date, as
defined in the Purchase Agreement (the “Effective Date”).


 


2.                                       Term. Subject to
Section 5 of this Agreement, this Agreement and the employment relationship
hereunder will continue from the Effective Date until the third anniversary of
the Effective Date (the “Term”). There shall be no extension of this Agreement other
than by written agreement executed by both parties hereto. In the event of the
Executive’s termination of employment during the Term, the Company’s obligation
to continue to pay all base salary, as adjusted, bonus and other benefits then
accrued shall terminate except as may be provided for in Section 5 of this
Agreement.


 


3.                                       Duties and Title.


 


3.1                                 Title. The Company
shall employ the Executive to render exclusive and full-time services to the
Company and certain designated subsidiaries and affiliates. The Executive will serve in the
capacity of Chief Executive Officer and President of NewPage Holding
Corporation (“NewPage Holding”), Escanaba Timber LLC and the Company and shall
serve as a member of the Board of Directors of NewPage Holding (the “Holding
Board”) and of the Board of Directors of the Paper Series and the Timber Series
of Maple Timber Acquisition LLC (the “Parent”). The Executive shall serve in
the same executive position for such of the Company’s designated subsidiaries
and affiliates as determined by the Holding Board, for no additional
consideration.


 


3.2                                 Duties. The Executive
will have such authority and responsibilities and will perform such executive
duties as are customarily performed by the chief executive officer and
president of businesses similar to those of the Company or assigned to
Executive by the Holding Board. The Executive will devote all his full
working-time and attention to the performance of such duties and to the
promotion of the business and interests of the Company and its subsidiaries and
affiliates. This provision, however, will not prevent the Executive from acting
as an advisor to or a member of, the board of directors of any civic or
charitable organizations, so long as such actions do not violate the provisions
of Section 7 of this Agreement or interfere with the Executive’s performance of
his duties hereunder.


 





















 


4.                                       Compensation by
the Company.


 


4.1                                 Base Salary. As compensation
for all services rendered pursuant to this Agreement, the Company will pay to
the Executive, an annual base salary of Four Hundred Thousand Dollars
($400,000), payable in accordance with the payroll practices of the Company (“Base
Salary”). Each year during the Term, the Holding Board will conduct a review of
Executive’s Base Salary and, in its sole discretion, may increase Executive’s
Base Salary. Once increased, Base Salary shall not be decreased. For the
purposes of this Agreement, “Base Salary” shall mean the Executive’s base
salary as increased pursuant to this Section 4.1.


 


4.2                                 Bonuses.


 


(a)                                  Signing Bonus. Executive shall
be entitled to a bonus in the amount of Six Hundred Ninety-Seven Thousand
Five Hundred Dollars ($697,500) (the “Signing Bonus”). Such amount shall be
paid to the Executive on the Effective Date, $547,506.75 of which the Executive
hereby instructs the Company to pay on his behalf to 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”).


 


(b)                                 2005 Bonus. The Executive’s
bonus for the performance period from May 1, 2005 to December 31, 2005 shall
be based upon the provisions of the current Papers Business Unit Incentive Plan
and the Executive’s target bonus shall be based on 100% 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.


 


(c)                                  Bonuses
Subsequent to 2005. For performance periods during the Term after 2005, the Executive will be
entitled to participate in an annual bonus pool for senior executives of the
Company which 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. Executive’s target
bonus will be 100% of Base Salary for achieving target EBITDA, as approved by
the Holding Board, and Executive’s minimum bonus will be 75% of Base Salary for
achieving minimum EBITDA, as approved by the Holding Board. No bonus will be
paid if minimum EBITDA is not achieved. Bonuses will be calculated on a
straight-line basis for EBITDA achievements between targets. Each annual bonus
(“Annual Bonus”) shall be paid on or before March 15th of the year following
the tax year in which the relevant services required for payment have been
performed. There shall be no cap on the amount of such Annual Bonuses.


 


4.3                                 Participation in
Employee Benefit Plans. The Executive shall be entitled, during the
Term, if and to the extent eligible, to participate in all of the applicable
benefit plans of the Company, which may be available to other senior executives
of the Company, on the same terms as such other executives. 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.


 


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4.4                                 Vacation. The Executive
shall be entitled to six (6) weeks of paid annual vacation. Vacation days shall
accrue in full on the Effective Date, and thereafter on each anniversary of the
Effective Date. Executive shall not be entitled to payment for unused vacation days
upon the termination of his employment except as set forth in Section 5 below.
The carry-over of vacation days shall be in accordance with Company policy from
time to time in effect.


 


4.5                                 Expense
Reimbursement. During the Term, the Executive shall be entitled to receive
reimbursement for all appropriate business expenses incurred by him in connection
with his duties under this Agreement in accordance with the policies of the
Company as in effect from time to time.


 


5.                                       Termination of
Employment.


 


5.1                                 Upon Expiration
of the Term or By the Company for Cause or By the Executive Without Good Reason. Upon expiration
of the Term, or if during the Term, the Company terminates the Executive’s
employment for Cause (as defined below) or Executive terminates his employment
without Good Reason (as defined below), the Executive shall be entitled to
receive the following:


 


(a)                                  any unpaid Base
Salary through the date of termination; and any accrued but unused vacation pay
through the date of termination; and


 


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


 


Upon any such termination, as applicable, the
payment set forth in Section 5.1(a) shall be paid in a lump sum within 10
business days after termination (unless an earlier date is prescribed by law).


 


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 the Holding Board or the Board of Directors of Maple Timber Acquisition LLC
(Paper Series or Timber Series), (v) conduct by the Executive in connection
with his 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 his 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) the assignment to the
Executive of any duties inconsistent in any material adverse respect with the
Executive’s position (including without limitation, any reduction in offices,
titles and reporting requirements), authority, duties or responsibilities
immediately following the Effective Date, or any other action by the Company
which results in a


 


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material
diminution in such position, authority, duties or responsibilities; (ii) 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; or (iii) the Company’s
requiring the Executive to be based in any office or location outside of
twenty-five (25) miles from the Executive’s principal place of employment,
which shall be Dayton, Ohio; (iv) a material reduction in the aggregate
benefits provided to the Executive, except for any across-the-board
reduction(s) affecting all similarly situated employees on substantially the
same proportional basis or (v) 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.


 


5.2                                 By the Company
Without Cause or By the Executive for Good Reason. Subject to the
Executive’s compliance with Section 7 hereof and subject to the execution by
the Executive, without revocation, of a valid employment release described
herein, if during the Term the Executive’s employment terminates without Cause
or Executive terminates his employment for Good Reason, the Executive shall
receive the severance payments set forth in this Section 5.2 at such times and
subject to the provisions of paragraphs (I) and (II) below (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”).


 


(a)                                  any unpaid Base
Salary through the date of termination;


 


(b)                                 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 employees;


 


(c)                                  any accrued but
unused vacation pay;


 


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


 


4





















 


Paper
Class A Common Percentage Interests at the time of the termination without
Cause or with Good Reason;


 


(e)                                  continued receipt
of welfare benefits for 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 clause 5.2(e) shall be secondary
to those provided under such other plan;


 


(f)                                    outplacement
services substantially similar to those provided pursuant to the terms of the
Severance Plan; and


 


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


 


(I). The payment set forth in Section 5.2(a) shall
be paid within 10 business days after the date of termination (unless an
earlier date is prescribed by law).


 


(II). The payments set forth in Sections
5.2(b)-(d) shall be paid in a lump sum after the later of (i) the expiration of
the applicable revocation period contained in a valid mutual release agreement
substantially in the form attached hereto as Exhibit A and (ii) with respect to
the bonus, the annual bonus payment date for similarly situated employees after
the Executive’s termination of employment.


 


The Company shall have no obligation to provide
the benefits set forth above in the event that Executive breaches the
provisions of Section 7.


 


“Severance Bonus Amount” shall mean, in the event of a
termination (i) prior to June 1st of any calendar year, the Annual 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 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 annual bonuses to similarly situated
employees).


 


5.3                                 Due to Death or
Disability. If during the Term the Executive dies or the Company terminates the
Executive’s employment on account of the Executive’s Disability (as defined
below), the Executive, or the Executive’s legal representatives (as
appropriate), shall be entitled to receive the following:


 


(a)                                  any unpaid Base
Salary through the date of termination;


 


(b)                                 a pro rata bonus
for the year of termination, calculated as the product of (x) “Severance Bonus Amount”
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 employees; and


 


(c)                                  any accrued but
unused vacation pay; and


 


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


 


The payments set forth in Section 5.3(a) and (c)
shall be paid in a lump sum within ten (10) business days after the date of
termination (unless an earlier date is prescribed by law) and with respect to
5.3(b), at such time that annual bonuses are paid after the Executive’s
termination date to similarly situated employees.


 


For the purposes of this Agreement, “Disability”
means a 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 his job with or without reasonable accommodation for a
period of (i) ninety (90) consecutive days or (ii) one hundred and eighty (180)
days in any one-year period.


 


5.4                                 No Mitigation. The obligations
of the Company to Executive which arise upon the termination of his employment
pursuant to this Section 5 shall not be subject to mitigation or offset.


 


5.5                                 Removal from any
Boards and Positions. If the Executive’s employment
terminates for any reason under this Agreement, 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.


 


6.                                       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 the business of the individual or entity being disparaged.


 


7.                                       Restrictions and
Obligations of the Executive.


 


7.1                                 Confidentiality.


 


(a)                                  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


 


6





















 


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 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.


 


(b)                                 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 7.3 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.


 


(c)                                  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


 


7





















 


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.


 


(d)                                 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.


 


7.2                                 Non-Solicitation
or Hire. During the Term and for a period of one (1) year following the
termination of the Executive’s employment for any reason (including the expiration
of the Term), 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, or who was a customer of the
Company or its subsidiaries or affiliates at any time during the relevant
period immediately prior to the relevant date, 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 7.3) 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 the 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.


 


7.3                                 Non-Competition. During the Term
and for a period of one (1) year following the termination of the Executive’s
employment for any reason (including the expiration of the Term), the Executive
shall not, whether individually, as a director, manager, member, stockholder,
partner, owner, employee, consultant or agent of any business, of 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,


 


8





















 


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).


 


7.4                                 Property. The Executive
acknowledges that all originals and copies of materials, records and documents
generated by him or coming into his possession during his 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 Term, 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 his 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 his possession or control.


 


8.                                       Remedies;
Specific Performance. The Parties acknowledge and agree that the
Executive’s breach or threatened breach of any of the restrictions set forth in
Section 7 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 Section 7. 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 Section 7, except as required by law, the Executive shall not be
entitled to any payments set forth in Section 5.2 hereof if the Executive
breaches the covenants applicable to the Executive contained in Section 7.


 


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


 


10.                                 Other Provisions.


 


10.1                           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:

  	
   

  	
   

  



 


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  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.


 


10.2                           Entire Agreement. This Agreement
contains the entire agreement between the Parties 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 Cerberus
Capital Management, L.P. and the Executive, dated as of January 17, 2005.


 


10.3                           Representations and Warranties by Executive. The Executive represents
and warrants that he 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 his obligations under this Agreement, including, but not limited to,
non-competition agreements, non-solicitation agreements or confidentiality
agreements.


 


10.4                           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 Parties
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


 


10





















 


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.


 


10.5                           Governing Law and Venue.


 


(a)                                  This Agreement
shall be governed and construed in accordance with the laws of the State of New York applicable
to agreements made and not to be performed entirely within such state, without
regard to conflicts of laws principles.


 


(b)                                 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.


 


10.6                           Assignability by the Company and the
Executive. 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.


 


10.7                           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.


 


10.8                           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.


 


10.9                           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. The Executive acknowledges that the
restrictive covenants contained in Section 7 are a condition of this Agreement
and are reasonable and valid in temporal scope and in all other respects.


 


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10.10                     Judicial Modification. If any court
determines that any of the covenants in Section 7, 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.


 


10.11                     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.


 


10.12                     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.


 


12





















 


IN WITNESS WHEREOF, the Parties hereto, intending
to be legally bound hereby, have executed this Agreement as of the day and year
first above mentioned.


 


	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Peter H. Vogel

  	
   

  
	
   

  	
  Peter H. Vogel

  



 





















 


	
   

  	
  NEWPAGE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Linda Sheffield

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Linda Sheffield

  
	
   

  	
   

  	
  Title: 

  	
  Treasurer

  
					



 





















 


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 Employment
Agreement between the Company and the Executive, dated as of                   ,
2005 (the “Employment 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 7, 8
and 10.10 of the Employment 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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