Exhibit 10.3
AGREEMENT
AGREEMENT (this "Agreement") made and entered into by and between Cellu Tissue
Holdings, Inc., a Delaware corporation (the "Company"), and Mr. Steven Ziessler
(the "Executive"), effective as of the Closing Date as defined in the Agreement
and Plan of Merger, dated May 8, 2006, (the "Merger Agreement") by and among
Cellu Parent Corporation, a Delaware corporation ("Cellu Parent"), Cellu
Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of
Cellu Parent Corporation ("Cellu Acquisition"), and Cellu Paper Holdings, Inc.,
a Delaware corporation ("Cellu Paper"), and which is hereafter referred to as
the "Effective Date.
WHEREAS, the Company is a wholly owned subsidiary of Cellu Paper; and Cellu
Acquisition is a wholly owned subsidiary of Cellu Parent;
WHEREAS, the Merger Agreement contemplates that Cellu Acquisition will merge
with and into Cellu Paper, with Cellu Paper as the surviving entity (the
"Merger");
WHEREAS, the operations of the Company and its Affiliates are a complex matter
requiring direction and leadership in a variety of areas, including financial,
strategic planning, regulatory, community relations and others;
WHEREAS, the Executive is possessed of certain experience and expertise that
qualify the Executive to provide the direction and leadership required by the
Company and its Affiliates;
WHEREAS, prior to the closing under the Merger Agreement, the Executive was
employed by the Company as its Chief Operations Officer; and
WHEREAS, subject to the terms and conditions hereinafter set forth, the Company
wishes to employ the Executive as its President of Marketing and Sales and the
Executive wishes to accept such continued employment, effective as of the
Closing;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
promises, terms, provisions and conditions set forth in this Agreement, the
parties hereby agree:
1.
EMPLOYMENT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS
AGREEMENT, THE COMPANY HEREBY OFFERS AND THE EXECUTIVE HEREBY ACCEPTS
EMPLOYMENT.
2.
TERM.
SUBJECT TO EARLIER TERMINATION AS HEREINAFTER
PROVIDED, THE EXECUTIVE'S EMPLOYMENT HEREUNDER SHALL BE FOR A TERM OF FOUR
(4) YEARS, COMMENCING ON THE EFFECTIVE DATE, AND SHALL BE AUTOMATICALLY EXTENDED
THEREAFTER FOR SUCCESSIVE TERMS OF ONE YEAR EACH, UNLESS EITHER PARTY PROVIDES
NOTICE TO THE OTHER AT LEAST SIXTY (60) DAYS PRIOR TO THE EXPIRATION OF THE
ORIGINAL OR ANY EXTENSION TERM THAT THE AGREEMENT IS NOT TO BE EXTENDED. THE
TERM OF THIS AGREEMENT, AS FROM TIME TO TIME EXTENDED OR RENEWED, IS HEREAFTER
REFERRED TO AS "THE TERM OF THIS AGREEMENT" OR "THE TERM HEREOF."
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THIS AGREEMENT SHALL
BE NULL, VOID AND WITHOUT EFFECT UPON TERMINATION OF THE MERGER AGREEMENT PRIOR
TO CONSUMMATION OF THE MERGER.
3.
CAPACITY AND PERFORMANCE.
(A)
SUBJECT TO EARLIER TERMINATION AS HEREINAFTER PROVIDED, DURING THE
TERM OF THIS AGREEMENT, THE EXECUTIVE SHALL SERVE THE COMPANY AS ITS PRESIDENT
OF MARKETING AND SALES, REPORTING TO THE COMPANY'S CHIEF EXECUTIVE OFFICER. IN
ADDITION, DURING THE TERM HEREOF, AND WITHOUT FURTHER COMPENSATION, THE
EXECUTIVE SHALL SERVE AS A DIRECTOR AND/OR OFFICER OF ONE OR MORE