Exhibit 10.1
    

    
      

      SECOND AMENDMENT
TO
EMPLOYMENT AGREEMENT
    

    
      


    

    
      This Second Amendment to Employment Agreement (this “Amendment”)
      is made and entered into as of December 31, 2008, by and between Mike
      Jackson (the “Executive”) and Verso Paper Holdings LLC, a
      Delaware limited liability company (together with any of its
      subsidiaries and affiliates as may employ the Executive from time to
      time and any successor(s) thereto, the “Company”).
    

    
      Introduction.  The Executive and the Company are parties to the
      Employment Agreement dated as of November 20, 2006, as previously
      amended by the First Amendment to Employment Agreement dated as of
      January 1, 2008 (collectively, the “Agreement”).  The
      Executive and the Company desire to modify certain terms of the
      Agreement as set forth in this Amendment.  This Amendment is intended to
      be adopted in good-faith compliance with Section 409A of the Internal
      Revenue Code of 1986, as amended (the “Code”), and the
      Department of Treasury Regulations and other interpretive guidance
      promulgated thereunder (collectively, “Section 409A”).  Based
      on the foregoing, and in consideration of the mutual promises and
      covenants set forth herein, the Executive and the Company hereby agree
      as follows:  
    

    
      1.        Defined Terms.  Capitalized
      terms used but not otherwise defined herein shall have the meanings
      assigned to such terms in the Agreement.
    

    
      2.        Amendment to
      Section 1(n).  Section 1(n) is hereby amended and restated in its
      entirety as follows:
    

    
      “(n)   A “Disability” shall have
      occurred when the Executive has been unable to perform his duties
      because of a physical or mental incapacity for a period of at least one
      hundred eighty (180) consecutive days and which is expected to result in
      death or can be expected to last for a continuous period of not less
      than  twelve (12) months as determined by a medical doctor mutually
      agreed upon by the parties hereto.”
    

    
      3.        Amendment to
      Section 3(b).  The second sentence of Section 3(b) is hereby amended
      to delete the word “Proposed” immediately before the words “Department
      of Treasury Regulations.”
    

    
      4.        Amendment to
      Section 5(a).  Section 5(a) is hereby amended and restated in its
      entirety as follows:
    

    
      “(a)      In General.  
    

    
      (i)       Subject to Section 9(b),
      upon termination of the Executive’s employment for any reason, the
      Executive (or the Executive’s estate) shall be entitled to receive: (A)
      any amount of the Executive’s Annual Base Salary through the Date of
      Termination not theretofore paid, (B) any expenses owed to the Executive
      under Section 3(e), (C) any accrued vacation pay owed to the
      Executive pursuant to Section 3(d), and (D) any amount arising
      from the Executive’s participation in, or benefits under any employee
      benefit plans, programs or arrangements under Section 3(e), which
      amounts shall be payable in accordance with the terms and conditions of
      such employee benefit plans, programs or arrangements including, where
      applicable, any death and disability benefits.  Any Annual Bonus earned
      for any calendar year completed prior to the Date of Termination, but
      unpaid prior to such date, shall be paid within sixty (60) days
      following the date such Annual Bonus is determined by the Board, but in
      any event within the period required by Section 409A of the Code, such
      that it qualifies as a “short-term deferral” pursuant to Section
      1.409A-1(b)(4) of the Department of Treasury Regulations (or any
      successor thereto).  
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (ii)      In addition, subject to Section
      9(b), the Company shall (A) provide to the Executive the
      employment-related benefits described in the attached Exhibit A
      for up to twenty-four (24) months following the Date of Termination, in
      accordance with and subject to the terms and conditions set forth in Exhibit
      A; and (B) contribute on the Executive’s behalf an amount equal to
      his Lost Retirement Benefits (as defined below) to the Company’s
      Deferred Compensation Plan.  As used in this Agreement, the term “Lost
      Retirement Benefits” shall mean the projected value of employer
      contributions under the Company’s Retirement Savings Plan, Deferred
      Compensation Plan, and Supplemental Salaried Retirement Savings Plan
      (collectively, the “Plans”) that the Executive would have
      received had he remained actively employed with the Company during the
      twenty-four (24) months following the Date of Termination.  The
      determination of the Lost Retirement Benefits shall be made by the
      Company, in its sole and absolute discretion, and shall be based on
      (x) the Annual Base Salary per month in effect in the month immediately
      preceding the Date of Termination and (y) the assumption that the
      Executive’s salary deferrals during such twenty-four (24) month period
      are in such amounts as would produce the maximum possible matching
      contribution by the Company under the Plans.  The Company shall
      contribute on the Executive’s behalf, on a date determined by the
      Company but in any event within the ninety (90) day period following the
      Date of Termination, the value of his Lost Retirement Benefits to the
      Company’s Deferred Compensation Plan in a lump sum payment.”
    

    
      
        

        

      

      
        
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      5.        Amendment to
      Section 5(b).  Section 5(b) is hereby amended and restated in its
      entirety as follows:
    

    
      “(b)      Termination without
      Cause or Resignation for Good Reason:  Subject to Section
      9(b), if the Executive’s employment shall terminate without Cause
      pursuant to Section 4(a)(iv), or for Good Reason pursuant to Section
      4(a)(v), the Company shall, in addition to the benefits and payments
      under Section 5(a):
    

    
      (i)       continue to pay the Annual Base Salary, in accordance with the
      Company’s customary payroll practices, during the period (the “Severance
      Period”) beginning on the Date of Termination and ending on the
      earlier to occur of:  (A) the eighteen (18) month anniversary of the
      Date of Termination, or (B) the first date that the Executive violates
      any covenant contained in Section 6 or 7; and
    

    
      (ii)      pay the Executive an amount equal to the product of (A) the
      amount, if any, of the Annual Bonus payable with respect to the calendar
      year immediately preceding the calendar year in which the Date of
      Termination occurs, and (B) 1.5, payable in equal installments during
      the Severance Period, in accordance with the Company’s customary payroll
      practices;
    

    
      provided that, notwithstanding the foregoing:  (i) the amounts
      payable to the Executive under this Section 5(b) shall be
      contingent upon and subject to the Executive’s execution and
      non-revocation of a general waiver and release of claims agreement in
      the Company’s customary form (and the expiration of any applicable
      revocation period) on or prior to the thirtieth (30th) day
      following the Date of Termination; and (ii) the installment payments
      pursuant to this Section 5(b) shall commence on the first payroll
      period following the thirtieth (30th) day following the Date
      of Termination and the initial installment shall include Annual Base
      Salary and Annual Bonus amounts for all payroll periods from the Date of
      Termination through the date of such initial payment.”
    

    
      6.        Amendment to
      Section 9.  Section 9 is hereby amended and restated in its entirety
      as follows:
    

    
      “9.       Section 409A of
      the Code.
    

    
      (a)       General.  The
      parties hereto acknowledge and agree that, to the extent applicable,
      this Agreement shall be interpreted in accordance with, and incorporate
      the terms and conditions required by, Section 409A of the Code and the
      Department of Treasury Regulations and other interpretive guidance
      issued thereunder, including without limitation any such regulations or
      other guidance that may be issued after the Effective
      Date.  Notwithstanding any provision of this Agreement to the contrary,
      in the event that the Company determines that any amounts payable
      hereunder will be immediately taxable to the Executive under Section
      409A of the Code and related Department of Treasury guidance, the
      Company and the Executive shall cooperate in good faith to (i) adopt
      such amendments to this Agreement and appropriate policies and
      procedures, including amendments and policies with retroactive effect,
      that they mutually determine to be necessary or appropriate to preserve
      the intended tax treatment of the benefits provided by this Agreement,
      to preserve the economic benefits of this Agreement and to avoid less
      favorable accounting or tax consequences for the Company and/or (ii)
      take such other actions as mutually determined to be necessary or
      appropriate to exempt the amounts payable hereunder from Section 409A of
      the Code or to comply with the requirements of Section 409A of the Code
      and thereby avoid the application of penalty taxes thereunder.  
    

    
      
        

        

      

      
        
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      (b)       Separation from Service
      under Section 409A.  Notwithstanding any provision to the contrary
      in this Agreement:  (i) no amount shall be payable pursuant to Section
      5(a) or Section 5(b) unless the termination of the
      Executive’s employment constitutes a “separation from service” within
      the meaning of Section 1.409A-1(h) of the Department of Treasury
      Regulations; (ii) if the Executive is deemed at the time of his
      separation from service to be a “specified employee” for purposes of
      Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement
      of any portion of the termination benefits to which the Executive is
      entitled under this Agreement (after taking into account all exclusions
      applicable to such termination benefits under Section 409A), including,
      without limitation, any portion of the additional compensation awarded
      pursuant to Section 5(a) or Section 5(b), is required in
      order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i)
      of the Code, such portion of the Executive’s termination benefits shall
      not be provided to the Executive prior to the earlier of (A) the
      expiration of the six-month period measured from the date of the
      Executive’s “separation from service” with the Company (as such term is
      defined in the Department of Treasury Regulations issued under Section
      409A) or (B) the date of the Executive’s death; provided
      that upon the earlier of such dates, all payments deferred pursuant to
      this Section 9(b)(ii) shall be paid in a lump sum to the
      Executive, and any remaining payments due under this Agreement shall be
      paid as otherwise provided herein; (iii) the determination of whether
      the Executive is a “specified employee” for purposes of Section
      409A(a)(2)(B)(i) of the Code as of the time of his separation from
      service shall be made by the Company in accordance with the terms of
      Section 409A of the Code and applicable guidance thereunder (including,
      without limitation, Section 1.409A-1(i) of the Department of Treasury
      Regulations and any successor provision thereto); (iv) for purposes of
      Section 409A of the Code, the Executive’s right to receive installment
      payments pursuant to Section 5(b) shall be treated as a right to
      receive a series of separate and distinct payments; and (v) to the
      extent that any reimbursement of expenses or in-kind benefits
      constitutes “deferred compensation” under Section 409A, such
      reimbursement or benefit shall be provided no later than December 31 of
      the year following the year in which the expense was incurred.  The
      amount of expenses reimbursed in one year shall not affect the amount
      eligible for reimbursement in any subsequent year.  The amount of any
      in-kind benefits provided in one year shall not affect the amount of
      in-kind benefits provided in any other year.  No provision of this
      Agreement shall be interpreted or construed to transfer any liability
      for failure to comply with the requirements of Section 409A from the
      Executive or any other individual to the Company or any of its
      affiliates, employees or agents.”
    

    
      
        

        

      

      
        
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      7.        Section References.  Unless
      otherwise indicated, all references in this Amendment to designated
      “Sections” are to the designated Sections of the Agreement.
    

    
      8.        Continuing
      Effectiveness of Agreement.  Except as modified by the foregoing,
      the terms and conditions of the Agreement shall remain unaffected and
      shall continue in full force and effect after the date hereof.
    

    
      9.        Counterparts.  This
      Amendment may be executed by one or more of the parties to this
      Amendment on any number of separate counterparts (including counterparts
      delivered by telecopy), and all of said counterparts taken together
      shall be deemed to constitute one and the same instrument.  Any such
      counterpart delivered by telecopy shall be effective as an original for
      all purposes.
    

    
      [Signatures are on next page.]
    

    
      
        

        

      

      
        
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      IN WITNESS WHEREOF, the parties have executed this Amendment as of the
      date and year first above written.
    

    
      


    

    
    	
           
        	
          VERSO PAPER HOLDINGS LLC
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            By:
          

        	
          
            /s/ Scott M. Kleinman
          

        
	

        	

        	
          Scott M. Kleinman
        
	

        	

        	
          Chairman of the Board
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	

        	
          EXECUTIVE
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	

        	
          /s/ Mike Jackson
        
	

        	

        	
          Mike Jackson
        


    

    
      

      

      

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