Exhibit 10.10
AMENDED AND RESTATED LETTER OF AGREEMENT
BLUE RIDGE PAPER PRODUCTS INC.
Amended and Restated as of February 14, 2007
Richard A. Lozyniak
1 Stuyvesant Crescent
Asheville, North Carolina 28803
Dear Rich:
This amended and restated letter confirms the terms and conditions of your
continued employment as President and Chief Executive Officer of Blue Ridge
Paper Products Inc. (the "Company"):
1.
POSITION.
YOU ARE EMPLOYED AS
PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE COMPANY.
IN THAT CAPACITY, YOU
REPORT TO THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD").
YOU AGREE THAT
YOU SHALL CONTINUE TO DEVOTE YOUR FULL BUSINESS TIME AND EFFORTS TO PROMOTE THE
INTERESTS OF THE COMPANY.
2.
TERM.
THE TERM OF YOUR CONTINUED
EMPLOYMENT PURSUANT TO THIS AMENDED AND RESTATED LETTER AGREEMENT COMMENCED ON
FEBRUARY 14, 2007 (THE "COMMENCEMENT DATE") AND SHALL CONTINUE THROUGH AND
INCLUDING THE EARLIER OF (I) THE END OF THE TERM (AS HEREINAFTER DEFINED) OR
(II) THE DATE ON WHICH YOUR EMPLOYMENT IS TERMINATED PURSUANT TO THIS LETTER
AGREEMENT.
AS USED HEREIN, THE "TERM" SHALL MEAN THE PERIOD COMMENCING ON THE
COMMENCEMENT DATE AND ENDING ON DECEMBER 31, 2011; PROVIDED, HOWEVER, THAT
THEREAFTER THE TERM SHALL BE AUTOMATICALLY RENEWED FOR SUCCESSIVE ADDITIONAL
ONE-YEAR PERIODS UNLESS EITHER PARTY SHALL GIVE THE OTHER PARTY AT LEAST
THIRTY (30) DAYS' PRIOR WRITTEN NOTICE OF NON-RENEWAL BEFORE THE END OF THE
THEN-CURRENT PERIOD.
3.
DUTIES.
YOU SHALL HAVE SUCH DUTIES AND
RESPONSIBILITIES AS ARE CONSISTENT WITH THE ROLE OF PRESIDENT AND CHIEF
EXECUTIVE OFFICER, AND SUCH OTHER DUTIES AND RESPONSIBILITIES AS THE BOARD MAY
REASONABLY ASSIGN YOU.
4.
SALARY AND BONUS.
THE COMPANY PAYS YOU
A BASE SALARY, PAYABLE IN ACCORDANCE WITH THE NORMAL PAYMENT PROCEDURES OF THE
COMPANY AND SUBJECT TO SUCH WITHHOLDINGS AND OTHER NORMAL EMPLOYEE DEDUCTIONS AS
MAY BE REQUIRED BY LAW OR ELECTED BY YOU IN ACCORDANCE WITH THE COMPANY'S
BENEFIT PLANS, AT A CURRENT ANNUAL RATE OF $325,000 (SUCH SALARY, AS THE SAME
MAY BE CHANGED FROM TIME TO TIME IN THE SOLE DISCRETION OF THE BOARD, YOUR
"SALARY").
YOU ALSO ARE ELIGIBLE TO RECEIVE AN ANNUAL CASH BONUS PAYMENT IN
ACCORDANCE WITH THE BLUE RIDGE PAPER PRODUCTS PERFORMANCE INCENTIVE PLAN AS THE
SAME MAY BE IN EFFECT FROM TIME TO TIME IN THE SOLE DISCRETION OF THE BOARD.
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5.
EMPLOYEE BENEFIT PROGRAMS.
YOU ARE
ENTITLED TO PARTICIPATE DURING THE TERM IN SUCH PENSION, LIFE INSURANCE, HEALTH,
DISABILITY AND MAJOR MEDICAL INSURANCE PLANS, AND IN SUCH OTHER EMPLOYEE BENEFIT
PLANS AND PROGRAMS, FOR THE BENEFIT OF THE EMPLOYEES OF THE COMPANY, AS MAY BE
MAINTAINED FROM TIME TO TIME DURING THE TERM, IN EACH CASE, SUBJECT TO THE TERMS
AND PROVISIONS OF SUCH PLANS OR PROGRAMS.
IN ADDITION, THE COMPANY SHALL MAKE
ANNUAL CONTRIBUTIONS TO YOUR ACCOUNT UNDER THE BLUE RIDGE PAPER PRODUCTS
EMPLOYEE STOCK OWNERSHIP PLAN MAINTAINED BY THE PARENT COMPANY OF THE COMPANY,
BLUE RIDGE HOLDING CORP., IN ACCORDANCE WITH THE TERMS AND CONDITIONS THEREOF.
YOU WILL ALSO CONTINUE TO BE ELIGIBLE TO PARTICIPATE IN THE