EXHIBIT 10.20
A MENDMENT N O .
1
TO
E MPLOYMENT A GREEMENT
This Amendment No. 1 is made
effective as of January 1, 2009, and modifies and amends the
Employment Agreement dated November 1, 2007 (the “
Agreement ”), between NewPage Corporation
(“ Company ”) and Michael T. Edicola
(“ Executive ”). Terms defined in the
Agreement have the same meaning when used in this Amendment unless
otherwise indicated. For good and valuable consideration, the
receipt and sufficiency of which is acknowledged, Company and
Executive agree as follows:
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1.
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Section 5.3 of the Agreement is amended in
its entirety to read as follows:
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5.3 Termination By the Company Without Cause or By
Executive for Good Reason .
(a) 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 or in other form satisfactory to the Company
(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:
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(1)
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any unpaid Base
Salary and any accrued but unused vacation pay through the date of
termination;
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(2)
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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;
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(3)
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an amount equal
to two times Base Salary;
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(4)
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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;
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(5)
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outplacement
services substantially similar to those provided pursuant to the
terms of the Company’s severance plan; and
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(6)
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accrued
benefits pursuant to the Company’s benefit plans and
programs.
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(b) 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).
(c) The amounts in (2) and
(3) above will be paid in a lump sum only after the Executive
has executed and delivered to the Company the Release within the
period stated below and after any applicable revocation period in
the Release has expired. Within 45 days after the date of
termination (the “ Delivery Deadline ”),
the Executive shall deliver to the Company either an executed
Release or a notice stating that the Executive has a good faith,
bona fide dispute regarding his employment or the termination of
his employment with the Company (“ Dispute
Notice ”). If the Executive delivers an executed
Release by the Delivery Deadline, the Company shall make the
payments set forth in (3) above on the first business day that
is 60 days after the date of termination (provided that, as
permitted by Section 409A of the Internal R
