Exhibit 10.28
AMENDED AND RESTATED LETTER OF AGREEMENT
BLUE RIDGE PAPER PRODUCTS INC.
Amended and Restated as of February 14, 2007
Terry A. Huskey
30 Coco Way
Waynesville, North Carolina 28786
Dear Terry:
This amended and restated letter confirms the terms and conditions of your
continued employment as VP and General Manager/Paper of Blue Ridge Paper
Products Inc. (the "Company"):
1.
POSITION.
YOU ARE EMPLOYED AS VP AND GENERAL MANAGER/PAPER OF
THE COMPANY.
IN THAT CAPACITY, YOU REPORT TO THE PRESIDENT AND CHIEF EXECUTIVE
OFFICER OF THE COMPANY (THE "CEO").
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 VP AND GENERAL MANAGER/PAPER, AND SUCH OTHER DUTIES
AND RESPONSIBILITIES AS THE CEO OR 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 $190,000 (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