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EMPLOYMENT AGREEMENT

Employee Retention Agreement

EMPLOYMENT AGREEMENT | Document Parties: NewPage Corporation | NewPage Holding Corporation You are currently viewing:
This Employee Retention Agreement involves

NewPage Corporation | NewPage Holding Corporation

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Title: EMPLOYMENT AGREEMENT
Governing Law: New York     Date: 3/25/2008

EMPLOYMENT AGREEMENT, Parties: newpage corporation , newpage holding corporation
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Exhibit 10.27

E MPLOYMENT A GREEMENT

T HIS E MPLOYMENT A GREEMENT (“ Agreement ”) is made as of November 1, 2007 between NewPage Corporation (“ Company ”) and Michael T. Edicola (“ Executive ”). The Company and Executive agree as follows:

1. Employment and Acceptance . The Company will employ Executive, and Executive accepts employment with the Company, subject to the terms of this Agreement, effective as of November 1, 2007 (the “ Effective Date ”).

2. Term . This Agreement and the employment relationship established by this Agreement will continue from the Effective Date until terminated by either party in accordance with Section 5 (the “ Term ”).

3. Duties and Title .

3.1 Title . The Company will employ Executive to render exclusive and full-time services to the Company and certain of its subsidiaries and affiliates. Executive will serve in the capacity of Vice President, Human Resources of the Company and of NewPage Holding Corporation (“ Holding ”). Executive may also serve during the Term in executive positions for one or more of the Company’s subsidiaries and affiliates for no additional consideration.

3.2 Duties . Executive will have the authority and responsibilities and will perform those executive duties that are customarily performed by the chief human resources executive of businesses similar to those of the Company or assigned to Executive by the Chief Executive Officer of the Company (the “ CEO ”) or the board of directors of the Company or of Holding (“ Board ”). Executive will report to the CEO. Executive will devote all his full working-time and attention to the performance of those duties and to the promotion of the business and interests of the Company and its subsidiaries and affiliates. This provision will not prevent Executive from acting as an advisor to or a member of the board of directors of any civic or charitable organization, so long as those actions do not violate Section 7 or interfere with Executive’s performance of his duties under this Agreement.

3.3 Location . The principal place of Executive’s employment will be at the Company’s headquarters in the Miamisburg, Ohio area.

4. Compensation by the Company .

4.1 Base Salary . As compensation for all services rendered pursuant to this Agreement, the Company will pay to Executive, an annual base salary of two hundred eighty-five thousand dollars ($285,000), payable in accordance with the payroll practices of the Company (“ Base Salary ”). Each year during the Term, the Board will conduct a review of Executive’s Base Salary and, in its sole discretion, may increase Executive’s Base Salary. Once increased, Base Salary may not be decreased. For the purposes of this Agreement, Base Salary means Executive’s base salary as increased pursuant to this Section 4.1.

 


4.2 Annual Bonus . For performance periods during the Term, Executive will be entitled to participate in the NewPage Corporation Annual Performance Excellence Plan approved annually by the Board (the “ Annual Incentive Plan ”). Executive’s target bonus will be 45% of Base Salary for achieving targets set annually by the Board in the Annual Incentive Plan. Each annual bonus (“ Annual Bonus ”) will be paid on or before March 15th of the year following the tax year in which the relevant services required for payment have been performed. There will be no cap on the amount of any Annual Bonus. Executive will be eligible to receive a prorated bonus for 2007.

4.3 Participation in Employee Benefit Plans . Executive will be entitled during the Term to participate in the benefit plans of the Company that may be available to other senior executives of the Company, on the same terms as those other executives. The Company may at any time amend, modify, suspend or terminate any employee benefit plan, program or arrangement for any reason in its sole discretion.

4.4 Vacation . Executive will be entitled to four weeks of paid vacation during each calendar year during the Term. Vacation days will be prorated for any partial year based on the number of days elapsed in that year. Executive is not entitled to payment for unused vacation days upon the termination of his employment except as set forth in Section 5. The accrual and carry-over of vacation days will be in accordance with Company policy from time to time in effect.

4.5 Expense Reimbursement . During the Term, Executive will be entitled to receive reimbursement for all appropriate business expenses incurred by him in connection with his duties under this Agreement in accordance with the policies of the Company as in effect from time to time.

4.6 Moving and Relocation . Executive will be eligible to receive moving and relocation benefits in accordance with the terms and conditions of the NewPage Moving & Relocation Plan.

5. Termination of Employment .

5.1 Definitions .

(a) “ Cause ” means (i) commission of a felony by Executive, (ii) acts of dishonesty by Executive resulting or intending to result in personal gain or enrichment at the expense of the Company or its subsidiaries or affiliates, (iii) Executive’s material breach of any provision of any policy of the Company, Holding or the parent of Holding (Paper Series), (iv) Executive’s failure to follow the lawful written directions of the Board or the board of directors of the parent of Holding, (v) conduct by Executive in connection with his duties that is fraudulent, willful and materially injurious to the Company or its subsidiaries or affiliates, or (vi) conduct by Executive in connection with his duties that is unlawful and materially injurious to the Company or its subsidiaries or affiliates. If the Board determines, in its sole discretion, that the events or circumstances giving rise to the Cause are curable, the Company will so notify Executive and those events or circumstances will not be deemed to be Cause if Executive effects a cure satisfactory to the Board within 10 business days after the Company’s notice is received.

 

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(b) “ Disability ” means a determination by the Company in accordance with applicable law based on information provided by a physician selected by the Company or its insurers and reasonably acceptable to Executive that, as a result of a physical or mental injury or illness, Executive has been unable to perform the essential functions of his job with or without reasonable accommodation for a period of 90 consecutive days or for a period of 180 days in any one-year period.

(c) “ Good Reason ” means, without the consent of Executive, (i) the assignment to Executive of any duties inconsistent in any material adverse respect with Executive’s position (including without limitation any reduction in offices, titles and reporting requirements), authority, duties or responsibilities immediately following the Effective Date, or any other action by Holding or the Company which results in a material diminution in his position, authority, duties or responsibilities, (ii) a reduction by Holding or the Company in Executive’s Base Salary or in the percentage of Base Salary on which Executive’s bonus is based, (iii) Holding or the Company’s requiring Executive to be based in any office or location outside of 50 miles from Executive’s principal place of employment, which will be Dayton and Miami Township, Ohio, (iv) a material reduction in the aggregate benefits provided to Executive, except for any across-the-board reductions affecting all similarly situated employees on substantially the same proportional basis, or (v) any failure by the Company to obtain the express written assumption of the Company’s obligations to Executive as described in this Agreement by any successor or assign of the Company.

(d) “ Severance Bonus Amount ” means, in the event of a termination (i) prior to June 1st of any calendar year, the Annual Bonus paid to Executive for the calendar year prior to the termination or (ii) on or after June 1st of any calendar year, the Annual Bonus that would have been payable to Executive for the calendar year of the termination (determined as of the end of that calendar year and payable when the Company pays annual bonuses to similarly situated employees).

5.2 Termination By the Company for Cause or By Executive Without Good Reason . If during the Term the Company terminates Executive’s employment for Cause, or if during the Term Executive terminates his employment without Good Reason, Executive will be entitled to receive the following and will not be eligible to receive any payments or benefits under any Company severance plan:

 

  (1) any unpaid Base Salary and any accrued but unused vacation pay through the date of termination; and

 

  (2) accrued benefits pursuant to the Company’s benefit plans and programs.

The amount in (1) above will be paid in a lump sum within 10 business days after termination (unless an earlier date is required by law).

5.3 Termination By the Company Without Cause or By Executive for Good Reason . Subject to Executive’s compliance with Section 7 and subject to the execution by Executive, without revocation, of a general release in the form attached as Exhibit A (the “ Release ”), if during the Term Executive’s employment terminates without Cause or Executive terminates his employment for Good Reason, Executive will receive the following in lieu of any payments or benefits to which Executive would otherwise be entitled under any Company severance plan:

 

  (1) any unpaid Base Salary and any accrued but unused vacation pay through the date of termination;

 

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  (2) a pro rata bonus for the year of termination, calculated by multiplying the Severance Bonus Amount by a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination and the denominator of which is 365, payable at the time that bonuses are paid to similarly situated employees;

 

  (3) an amount equal to two times Base Salary;

 

  (4) continued receipt of medical, dental, vision, basic life, and employee assistance coverage for 24 months after Executive’s date of termination, subject to payment by Executive of the employee cost of those benefits as paid by active employees, but if Executive is employed by another employer who provides one or more similar benefits, the benefits under the Company’s plan will be secondary to those provided under the new plan;

 

  (5) outplacement services substantially similar to those provided pursuant to the terms of the Company’s severance plan; and

 

  (6) accrued benefits pursuant to the Company’s benefit plans and programs.

The amount in (1) above will be paid within 10 business days after the date of termination (unless an earlier date is required by law). The amounts in (2) and (3) above will be paid in a lump sum after the later of (i) the expiration of the applicable revocation period contained in the Release, and (ii) with respect to the bonus, the annual bonus payment date for similarly situated employees. The Company will have no obligation to provide any payments or benefits in this Section 5.3 if Executive breaches the provisions of Section 7.

5.4 Termination Due to Death or Disability . If during the Term Executive dies or the Company terminates Executive’s employment on account of Executive’s Disability, Executive or Executive’s legal representatives (as appropriate) will be entitled to receive the following in lieu of any payments or benefits to which Executive would otherwise be entitled under any Company severance plan:

 

  (1) any unpaid Base Salary and any accrued but unused vacation pay through the date of termination;

 

  (2) a pro rata bonus for the year of termination, calculated by multiplying the Severance Bonus Amount by a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination and the denominator of which is 365, payable at the time that bonuses are paid to similarly situated employees; and

 

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  (3) accrued benefits pursuant to the Company’s benefit plans and programs.

The amounts in (1) above will be paid in a lump sum within 10 business days after the date of termination (unless an earlier date is required by law), and the amount in (2) above will be paid when annual bonuses are paid to similarly situated employees.

5.5 No Mitigation . The obligations of the Company to Executive that arise upon the termination of his employment pursuant to this Section 5 will not be subject to mitigation or offset.

5.6 Removal from any Boards and Positions . If Executive’s employment terminates for any reason under this Agreement, he will be deemed to resign as applicable (1) as a member of the board of directors of the Company or any of its subsidiaries or affiliates of the Company, (2) as a member of any other board to which he has been appointed or nominated by or on behalf of the Company, and (3) as an officer of and from any position with the Company or any of its subsidiaries or affiliates.

6. Nondisparagement . Except as required by law or order of a court or governmental agency having jurisdiction or to report, in good faith, an impropriety or financial wrongdoing affecting the business of the Company, Executive will not at any time publish or communicate to any person or entity any disparaging (as defined below) remarks, comments or statements concerning the Company, Cerberus Capital Management, L.P., their parents, subsidiaries and affiliates, and their respective present and former members, partners, directors, officers, shareholders, employees, agents, attorneys, successors and assigns. “Disparaging” remarks, comments or statements are those that impugn the character, honesty, integrity, morality or business acumen or abilities in connection with any aspect of the operation of the business of the individual or entity being disparaged.

7. Restrictions and Obligations of Executive .

7.1 Confidentiality .

(a) During the course of Executive’s employment under this Agreement, Executive will have access to, certain trade secrets and confidential information relating to the Company and its affiliates and subsidiaries (“ Protected Parties ”) that is not readily av


 
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