a5906561ex10-14.htm


     

    
      	      
              NON-EMPLOYEE
      DIRECTOR

            	
               Exhibit
      10.14

            


    

     

    
      VERSO
PAPER CORP.

       

      2008
INCENTIVE AWARD PLAN

       

      STOCK
OPTION GRANT NOTICE AND

      STOCK
OPTION AGREEMENT

       

      Verso
Paper Corp., a Delaware corporation (the “Company”), pursuant
to its 2008 Incentive Award Plan (the “Plan”), hereby grants
to the holder listed below (“Participant”), an
option to purchase the number of shares of the Company’s common stock, par value
$.01 per share (“Common Stock”), set
forth below (the “Option”).  This
Option is subject to all of the terms and conditions set forth herein and in the
Stock Option Agreement attached hereto as Exhibit A (the “Stock Option
Agreement”) and the Plan, which are incorporated herein by
reference.  Unless otherwise defined herein, the terms defined in the
Plan shall have the same defined meanings in this Stock Option Grant Notice (the
“Grant Notice”)
and the Stock Option Agreement.

       

      Participant:____________________________

       

      Grant
Date:____________________________

       

      Total Number of Shares Subject to
Option:   _____________________________shares

       

      Exercise Price per
Share:    $___________________

       

      Total Exercise
Price:    $_______________________       

       

      Expiration
Date:______________________________

       

      Type of Option:
     ̈   Incentive
Stock Option      ý   Non-Qualified
Stock Option

       

      
        	
                Vesting
      Schedule:

              	
                Subject
      to the terms of the Stock Option Agreement (including without limitation
      all exhibits thereto), the Option shall be fully vested and exercisable as
      of the Grant Date.

              


      

       

      By his or
her signature, the Participant agrees to be bound by the terms and conditions of
the Plan, the Stock Option Agreement and this Grant Notice.  The
Participant has reviewed the Stock Option Agreement, the Plan and this Grant
Notice in their entirety, has had an opportunity to obtain the advice of counsel
prior to executing this Grant Notice and fully understands all provisions of
this Grant Notice, the Stock Option Agreement and the
Plan.  Participant hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Committee upon any questions
arising under the Plan or relating to the Option.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                      VERSO
      PAPER CORP.

                                                    	 	
                                                      PARTICIPANT

                                                    
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
                                                      By:

                                                    	 
      	 	
                                                      Signature:

                                                    	 
      
	
                                                      Print
      Name:

                                                    	 
      	 	
                                                      Print
      Name:

                                                    	 
      
	
                                                      Title:

                                                    	 
      	 	 
      	 
      
	 	 	 	 	 
	Address:	6775
      Lenox Center Court, Suite 400	 	Address:	 
	 	Memphis,
      TN 38115-4436	 	 	 
	 	 	 	 	 
	 	 	 	 	 


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      EXHIBIT
A

      TO

      STOCK
OPTION GRANT NOTICE

       

       

      STOCK
OPTION AGREEMENT

       

      Pursuant
to the Stock Option Grant Notice (the “Grant Notice”) to
which this Stock Option Agreement (this “Agreement”) is
attached, Verso Paper Corp., a Delaware corporation (the “Company”), has
granted to the Participant an option (the “Option”) under the
Company’s 2008 Incentive Award Plan (the “Plan”) to purchase
the number of shares of Common Stock indicated in the Grant Notice.

       

      ARTICLE
I.

      GENERAL

       

      1.1 Defined
Terms.  Wherever the following terms are used in this Agreement
they shall have the meanings specified below, unless the context clearly
indicates otherwise.  Capitalized terms not specifically defined
herein shall have the meanings specified in the Plan and the Grant
Notice.

       

      (a) “Administrator” shall
mean the entity that conducts the general administration of the Plan as provided
in Article 12 of the Plan.  With reference to the duties of the
Committee under the Plan which have been delegated to one or more persons
pursuant to Section 12.6 of the Plan, or as to which the Board has assumed, the
term “Administrator” shall refer to such person(s) unless the Committee or the
Board has revoked such delegation or the Board has terminated the assumption of
such duties.

       

      (b) “Termination of
Service” shall mean:

       

      (i) As to a
Consultant, the time when the engagement of a Holder as a Consultant to the
Company or a Subsidiary is terminated for any reason, with or without cause,
including, without limitation, by resignation, discharge, death or retirement,
but excluding terminations where the Consultant simultaneously commences or
remains in employment or service with the Company or any
Subsidiary.

       

      (ii) As to a
Non-Employee Director, the time when a Holder who is a Non-Employee Director
ceases to be a Director for any reason, including, without limitation, a
termination by resignation, removal or failure to be elected, death or
retirement, but excluding terminations where the Holder simultaneously commences
or remains in employment or service with the Company or any
Subsidiary.

       

      (iii) As to an
Employee, the time when the employee-employer relationship between a Holder and
the Company or any Subsidiary is terminated for any reason, including, without
limitation, a termination by resignation, discharge, death, disability or
retirement; but excluding terminations where the Holder simultaneously commences
or remains in employment or service with the Company or any
Subsidiary.

       

      The
Administrator, in its sole discretion, shall determine the effect of all matters
and questions relating to Terminations of Service, including, without
limitation, the question of whether a Termination of Service resulted from a
discharge for cause and all questions of whether particular leaves of absence
constitute a Termination of Service; provided, however, that with respect to
Incentive Stock Options, unless the Administrator otherwise provides in the
terms of the Award Agreement or otherwise, a leave of absence, change in status
from an employee to an independent contractor or other change in the
employee-employer relationship shall constitute a Termination of Service only
if, and to the extent that, such leave of absence, change in status or other
change interrupts employment for the purposes of Section 422(a)(2) of the Code
and the then applicable regulations and revenue rulings under said
Section.   For purposes of the Plan, a Holder’s employee-employer
relationship or consultancy relations shall be deemed to be terminated in the
event that the Subsidiary employing or contracting with such Holder ceases to
remain a Subsidiary following any merger, sale of stock or other corporate
transaction or event (including, without limitation, a spin-off).

       

       

      
        
           

        

        
          A-1

          
            

          

        

        
           

        

      

       

      1.2 Incorporation of Terms of
Plan.  The Option is subject to the terms and conditions of the
Plan which are incorporated herein by reference.  In the event of any
inconsistency between the Plan and this Agreement, the terms of the Plan shall
control.

       

      ARTICLE
II.

      GRANT
OF OPTION

       

      2.1 Consideration to the
Company.  In consideration of the grant of the Option by the
Company, the Participant agrees to render faithful and efficient services
to the Company or any Subsidiary.  Nothing in the Plan or this
Agreement shall confer upon the Participant any right to continue in the employ
or service of the Company or any Subsidiary or shall interfere with or restrict
in any way the rights of the Company and its Subsidiaries, which rights are
hereby expressly reserved, to discharge or terminate the services of the
Participant at any time for any reason whatsoever, with or without cause, except
to the extent expressly provided otherwise in a written agreement between the
Company or a Subsidiary and the Participant.

       

      ARTICLE
III.

      PERIOD OF EXERCISABILITY

       

      3.1 Commencement of
Exercisability.

       

      (a) Subject to
Sections 3.1(b) and 3.3, the Option shall become vested and exercisable in such
amounts and at such times as are set forth in the Grant Notice.

       

      (b) Any
portion of the Option which remains unvested at the date of the Participant’s
Termination of Service shall thereupon be forfeited, except as may otherwise be
provided herein or by action of the Administrator following the Grant
Date.

       

      3.2 Duration of
Exercisability.  Any portion of the Option which becomes vested
and exercisable pursuant to the vesting schedule set forth in the Grant Notice
shall remain vested and exercisable until it becomes unexercisable under Section
3.3.

       

      3.3 Expiration of
Option.  The Option may not be exercised to any extent by
anyone after the first to occur of the following events:

       

      (a) The
expiration of ten years from the Grant Date;

       

      (b) If this
Option is designated as an Incentive Stock Option and the Participant owned
(within the meaning of Section 424(d) of the Code), at the time the Option
was granted, more than 10% of the total combined voting power of all classes of
stock of the Company or any “subsidiary corporation” of the Company or any
“parent corporation” of the Company (each within the meaning of Section 424 of
the Code), the expiration of five years from the Grant Date;

       

       

      
        
           

        

        
          A-2

          
            

          

        

        
           

        

      

       

      (c) The
expiration of three months from the date of the Participant’s Termination of
Service for any reason other than the Participant’s Termination of Service by
reason of the Participant’s death or Disability; or

       

      (d) The
expiration of one year from the date of the Participant’s Termination of Service
by reason of the Participant’s death or Disability.

       

      3.4 Special Tax
Consequences.  The Participant acknowledges that, to the extent
that the aggregate Fair Market Value (determined as of the time the Option is
granted) of all shares of Common Stock with respect to which “incentive stock
options” (within the meaning of Section 422 of the Code, but without regard to
Section 422(d) of the Code) under the Plan, and under all other plans of the
Company and any Subsidiary or parent corporation thereof (as defined in Section
424(e) of the Code), including the Option, are exercisable for the first time by
the Participant in any calendar year exceeds $100,000, the Option and such other
options shall be Non-Qualified Stock Options to the extent necessary to comply
with the limitations imposed by Section 422(d) of the Code.  The
Participant further acknowledges that the rule set forth in the preceding
sentence shall be applied by taking the Option and other “incentive stock
options” into account in the order in which they were granted, as determined
under Section 422(d) of the Code and the Treasury Regulations
thereunder.  The Participant further acknowledges that an Option that
is an Incentive Stock Option that is exercised more than three months after the
Participant’s Termination of Service, other than by reason of death or
Disability, will be taxed as a non-qualified stock option.

       

      ARTICLE
IV.

      EXERCISE OF OPTION

       

      4.1 Person Eligible to
Exercise.  Subject to Section 11.3(a)(iii) of the Plan, and
except as provided in Section 5.2(b), during the lifetime of the Participant,
only the Participant may exercise the Option or any portion
thereof.  After the death of the Participant, any exercisable portion
of the Option may, prior to the time when the Option becomes unexercisable under
Section 3.3, be exercised by the Participant’s personal representative or by any
person empowered to do so under the deceased the Participant’s will or under the
then applicable laws of descent and distribution.

       

      4.2 Partial
Exercise.  Any exercisable portion of the Option or the entire
Option, if then wholly exercisable, may be exercised in whole or in part at any
time prior to the time when the Option or portion thereof becomes unexercisable
under Section 3.3.

       

      4.3 Manner of
Exercise.  The Option, or any exercisable portion thereof, may
be exercised solely by delivery to the Secretary of the Company (or any
third-party administrator or other person or entity designated by the Company)
of all of the following prior to the time when the Option or such portion
thereof becomes unexercisable under Section 3.3:

       

      (a) A notice
of exercise in the form attached hereto as Exhibit B (or such
other form as may be specified by the Administrator from time to time) stating
that the Option or portion thereof is thereby exercised, such notice complying
with all applicable rules established by the Administrator;

       

      (b) The
receipt by the Company of full payment for the shares of Common Stock with
respect to which the Option or portion thereof is exercised, including payment
of any applicable withholding tax, which may be in one or more of the forms of
consideration permitted under Section 4.4;

       

      (c) Such
representations and documents as the Administrator, in its sole discretion,
deems necessary or advisable to effect compliance with all applicable provisions
of the Securities Act and any other federal, state or foreign securities laws or
regulations; and

       

       

      
        
           

        

        
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      (d) In the
event the Option or portion thereof shall be exercised pursuant to Section 4.1
by any person or persons other than the Participant, appropriate proof of the
right of such person or persons to exercise the Option.

       

      Notwithstanding
any of the foregoing, the Company shall have the right to specify all conditions
of the manner of exercise, which conditions may vary by country and which may be
subject to change from time to time.

       

      4.4 Method of
Payment.  Payment of the exercise price, and any applicable
withholding tax, shall be by any of the following, or a combination thereof, at
the election of the Participant:

       

      (a) Cash;

       

      (b) Check;

       

      (c) Broker-Assisted
Cashless Exercise.  With the consent of the Administrator, delivery of
a notice that the Participant has placed a market sell order with a broker with
respect to shares of Common Stock then issuable upon exercise of the Option, and
that the broker has been directed to pay a sufficient portion of the net
proceeds of the sale to the Company in satisfaction of the aggregate exercise
price, provided that payment of such proceeds is then made to the Company
upon settlement of such sale;

       

      (d) Share
Surrender.  With the consent of the Administrator, surrender of other
shares of Common Stock which (i) in the case of shares of Common Stock acquired
from the Company, have been owned by the Participant for more than six (6)
months on the date of surrender (or such other minimum length of time as the
Administrator determines from time to time to be necessary to avoid adverse
accounting consequences or violation of any applicable law, rule or regulation),
and (ii) have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the shares of Common Stock with respect to which the
Option or portion thereof is being exercised; or

       

      (e) Net
Exercise.  With the consent of the Administrator, surrendered shares
of Common Stock issuable upon the exercise of the Option having a Fair Market
Value on the date of exercise equal to the aggregate exercise price of the
shares of Common Stock with respect to which the Option or portion thereof is
being exercised.

       

      4.5 Conditions to Issuance of
Stock Certificates.  The shares of Common Stock deliverable
upon the exercise of the Option, or any portion thereof, may be either
previously authorized but unissued shares of Common Stock or issued shares of
Common Stock which have then been reacquired by the Company.  Such
shares of Common Stock shall be fully paid and nonassessable.  The Company
shall not be required to issue or deliver any shares of Common
Stock purchased upon the exercise of the Option or portion thereof prior to
fulfillment of all of the following conditions:

       

      (a) The
admission of such shares of Common Stock to listing on all stock exchanges on
which such Common Stock is then listed;

       

      (b) The
completion of any registration or other qualification of such shares of Common
Stock under any state or federal law or under rulings or regulations of the
Securities and Exchange Commission or of any other governmental regulatory body,
which the Administrator shall, in its absolute discretion, deem necessary or
advisable;

       

      (c) The
obtaining of any approval or other clearance from any state or federal
governmental agency which the Administrator shall, in its absolute discretion,
determine to be necessary or advisable; and

       

       

      
        
           

        

        
          A-4

          
            

          

        

        
           

        

      

       

      (d) The
receipt by the Company of full payment for such shares of Common Stock,
including payment of any applicable withholding tax, which may be in one or more
of the forms of consideration permitted under Section 4.4.

       

      4.6 Rights as
Stockholder.  The holder of the Option shall not be, nor have
any of the rights or privileges of, a stockholder of the Company in respect of
any shares of Common Stock purchasable upon the exercise of any part of the
Option unless and until such shares of Common Stock shall have been issued by
the Company to such holder (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the
Company).  No adjustment will be made for a dividend or other right
for which the record date is prior to the date the shares of Common Stock are
issued, except as provided in Section 13.2 of the Plan.

       

      ARTICLE
V.

      OTHER PROVISIONS

       

      5.1 Administration.  The
Administrator shall have the power to interpret the Plan and this Agreement and
to adopt such rules for the administration, interpretation and application of
the Plan as are consistent therewith and to interpret, amend or revoke any such
rules.  All actions taken and all interpretations and determinations
made by the Administrator in good faith shall be final and binding upon
Participant, the Company and all other interested persons.  No member
of the Committee or the Board shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan,
this Agreement or the Option.

       

      5.2 Option Transferability.

       

      (a) Subject to
Section 11.3(a) of the Plan, and except as otherwise set forth in Section
5.2(b), (i) the Option may not be sold, pledged, assigned or transferred in any
manner other than by will or the laws of descent and distribution, unless and
until the shares of Common Stock underlying the Option have been issued, and all
restrictions applicable to such shares of Common Stock have lapsed; and (ii)
neither the Option nor any interest or right therein shall be liable for the
debts, contracts or engagements of Participant or his or her successors in
interest or shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any attempted disposition thereof shall be null and
void and of no effect, except to the extent that such disposition is permitted
by the preceding clause (i).

       

      (b) Notwithstanding
the foregoing, with respect to any Participant who is a director or officer of
the Company or a Subsidiary, the Administrator may permit any portion of the
Option that is not an Incentive Stock Option to be transferred to, exercised by
and paid to certain persons or entities related to such Participant, including
but not limited to members of such Participant’s family, charitable institutions
or trusts or other entities whose beneficiaries or beneficial owners are members
of such Participant’s family and/or charitable institutions, or to such other
persons or entities as may be expressly approved by the Administrator, pursuant
to such conditions and procedures as the Administrator may
establish.  Any permitted transfer shall be subject to the condition
that the Administrator receive evidence satisfactory to it that the transfer is
being made for estate and/or tax planning purposes (or to a “blind trust” in
connection with such Participant’s termination of employment or service with the
Company or a Subsidiary to assume a position with a governmental, charitable,
educational or similar non-profit institution) and on a basis consistent with
the Company’s lawful issuance of securities.  

       

      5.3 Adjustments.  The
Participant acknowledges that the Option is subject to modification and
termination in certain events as provided in this Agreement and Article 13 of
the Plan.

       

       

      
        
           

        

        
          A-5

          
            

          

        

        
           

        

      

       

      5.4 Notices.  Any
notice to be given under the terms of this Agreement to the Company shall be
addressed to the Company in care of the Secretary of the Company at the
address given beneath the signature of the Company’s authorized officer on the
Grant Notice, and any notice to be given to Participant shall be addressed to
Participant at the address given beneath Participant’s signature on the Grant
Notice.  By a notice given pursuant to this Section 5.4, either party
may hereafter designate a different address for notices to be given to that
party.  Any notice required to be given to Participant shall, if
Participant is then deceased, be given to the person entitled to exercise his or
her Option pursuant to Section 4.1 by written notice under this Section
5.4.  Any notice shall be deemed duly given when hand delivered, sent
via email, or sent by certified mail (return receipt requested) and deposited
(with postage prepaid) in a post office or branch post office regularly
maintained by the United States Postal Service.

       

      5.5 Titles.  Titles
are provided herein for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.

       

      5.6 Governing Law;
Severability.  The laws of the State of Delaware shall govern
the interpretation, validity, administration, enforcement and performance of the
terms of this Agreement regardless of the law that might be applied under
principles of conflicts of laws.

       

      5.7 Conformity to Securities
Laws.  The Participant acknowledges that the Plan and this
Agreement are intended to conform to the extent necessary with all provisions of
the Securities Act and the Exchange Act and any and all regulations and rules
promulgated by the Securities and Exchange Commission thereunder, and state
securities laws and regulations.  Notwithstanding anything herein to the
contrary, the Plan shall be administered, and the Option is granted and may be
exercised, only in such a manner as to conform to such laws, rules and
regulations.  To the extent permitted by applicable law, the Plan and this
Agreement shall be deemed amended to the extent necessary to conform to such
laws, rules and regulations.

       

      5.8 Amendments, Suspension and
Termination.  To the extent permitted by the Plan,
this Agreement may be wholly or partially amended or otherwise modified,
suspended or terminated at any time or from time to time by the Committee or the
Board,
provided that, except as may otherwise be provided by the Plan, no
amendment, modification, suspension or termination of this Agreement shall
adversely affect the Option in any material way without the prior written
consent of the Participant.  

       

      5.9 Successors and
Assigns.  The Company may assign any of its rights under this
Agreement to single or multiple assignees, and this Agreement shall inure to the
benefit of the successors and assignees of the Company.  Subject to the
restrictions on transfer set forth in Section 5.2, this Agreement shall be
binding upon Participant and his or her heirs, executors, administrators,
successors and assignees.

       

      5.10 Notification of
Disposition.  If this Option is designated as an Incentive
Stock Option, Participant shall give prompt notice to the Company of any
disposition or other transfer of any shares of Common Stock acquired under this
Agreement if such disposition or transfer is made (a) within two years after the
Grant Date (including the date the Option is modified, extended or renewed for
purposes of Section 424(h) of the Code) with respect to such shares of Common
Stock or (b) within one year after the issuance or transfer of such shares of
Common Stock to Participant.  Such notice shall specify the date of
such disposition or other transfer and the amount realized, in cash, other
property, assumption of indebtedness or other consideration, by Participant in
such disposition or other transfer.

       

      5.11 Limitations Applicable to
Section 16 Persons.  Notwithstanding any other provision of the
Plan or this Agreement, if Participant is subject to Section 16 of the Exchange
Act, the Plan, the Option and this Agreement shall be subject to any additional
limitations set forth in any applicable exemptive rule under Section 16 of the
Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that
are requirements for the application of such exemptive rule.  To the
extent permitted by applicable law, this Agreement shall be deemed amended to
the extent necessary to conform to such applicable exemptive rule

       

       

      
        
           

        

        
          A-6

          
            

          

        

        
           

        

      

       

      5.12 Not a Contract of
Employment or
Service.  Nothing in this Agreement or in the Plan shall confer
upon the Participant any right to continue to serve as an Employee, Non-Employee
Director, Consultant or other service provider of the Company or any of its
Subsidiaries.

       

      5.13 Entire
Agreement.  The Plan, the Grant Notice and this Agreement
(including all exhibits thereto) constitute the entire agreement of the parties
and supersede in their entirety all prior undertakings and agreements of the
Company and Participant with respect to the subject matter hereof.

       

      5.14 Section
409A.  To the extent applicable, the Plan, this
Agreement and the Grant Notice shall be interpreted in accordance
with Section 409A of the Code (together with any 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
date hereof, “Section
409A”).  Notwithstanding any provision of the Plan, this
Agreement or the Grant Notice to the contrary, in the event that following
the date hereof the Administrator determines that the Option may be subject to
Section 409A, the Administrator reserves the right to (without any obligation to
do so or to indemnify the Participant for failure to do so) adopt such
amendments to the Plan, this Agreement or the Grant Notice or
adopt other policies and procedures (including amendments, policies and
procedures with retroactive effect), or take any other actions, that the
Administrator determines are necessary or appropriate to (a) exempt the Option
from Section 409A and/or preserve the intended tax treatment of the benefits
provided with respect to the Option, or (b) comply with the requirements of
Section 409A and thereby avoid the application of any penalty taxes under such
Section.

       

      


      
        
           

        

        
          A-7

          
            

          

        

        
           

        

      

       

      EXHIBIT
B

      TO

      STOCK
OPTION GRANT NOTICE

       

      EXERCISE
NOTICE

       

      Effective
as of today, ­­_______________, 20___, the undersigned (“Participant”) hereby
elects to exercise Participant’s option to purchase the number specified below
of shares of Common Stock of Verso Paper Corp., a Delaware corporation (the
“Company”), pursuant
to the Verso Paper Corp. 2008 Incentive Award Plan (the “Plan”) and the Stock
Option Grant Notice and Stock Option Agreement dated as of _______________,
20___ (respectively, the “Grant Notice” and the
“Stock Option
Agreement”). Capitalized
terms used herein without definition shall have the meanings given thereto in
the Plan and, if not defined in the Plan, in the Stock Option
Agreement.

       

      Grant
Date:_____________________________

       

      Number of Shares as to which Option
is Exercised:______________________shares

       

      Exercise Price per
Share:    $___________________________

       

      Total Exercise
Price:    $_______________________________

       

      Certificate to be Issued in Name
of:________________________________________________________________________

       

      Amount of Payment Delivered
Herewith:    $____________________________(representing
the full exercise price for the Shares as well as any applicable withholding
tax)

       

      Form of
Payment:_______________________________(specify cash, check or other
method of payment permitted under Section 4.4 of the Stock Option
Agreement)

       

      Type of Option:
     ̈   Incentive
Stock Option      ý   Non-Qualified
Stock Option

       

      Participant
acknowledges that Participant has received, read and understood the Plan, the
Stock Option Agreement and the Grant Notice.  Participant agrees to
abide by and be bound by their terms and conditions.  Participant
understands that Participant may suffer adverse tax consequences as a result of
Participant’s purchase or disposition of the Common
Stock.  Participant represents that Participant has consulted with any
tax consultants that Participant deems advisable in connection with the purchase
or disposition of the Common Stock and that Participant is not relying on the
Company for any tax advice.  The Plan, the Stock Option Agreement and
the Grant Notice are incorporated herein by reference.  This Exercise
Notice, the Plan, the Stock Option Agreement and the Grant Notice constitute the
entire agreement of the parties and supersede in their entirety all prior
undertakings and agreements of the Company and Participant with respect to the
subject matter hereof.

       

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      SUBMITTED
      BY PARTICIPANT:

                                    	 
      	
                                      ACCEPTED
      BY VERSO PAPER CORP.:

                                    
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                      Signature:

                                    	 
      	 
      	
                                      By:

                                    	 
      
	
                                      Print
      Name:

                                    	 
      	 
      	
                                      Print
      Name:

                                    	 
      
	 
      	 
      	 
      	
                                      Title:

                                    	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                      Address:

                                    	 
      	 
      	
                                      Address:

                                    	
                                      6775
      Lenox Center Court, Suite 400

                                    
	
                                       

                                    	 
      	 
      	 
      	
                                      Memphis,
      TN 38115-4436

                                    
	 
      	 
      	 
      	 
      	 
      


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

       

      B-1