performed by the chief executive officer of businesses similar to those of the Company or assigned to Executive by the Holding Board.  The Executive will devote all his full working-time and attention during the Employment Term to the performance of such duties and to the promotion of the business and interests of Holding, the Company and its subsidiaries and affiliates.  This provision, however, will not prevent the Executive from acting as an advisor to or a member of, the board of directors of any civic or charitable organizations, so long as such actions do not violate the provisions of Section 7 of this Agreement or interfere with the Executive’s performance of his duties hereunder.

3.3           Consulting Services .  During the Consulting Term, the Executive will serve as Chairman of the Holding Board and the Board.  During the Consulting Term, the Executive will devote such of his business time, attention, skill and energy as are necessary to perform his duties hereunder, use his best efforts to promote the success of the Company in accordance with all applicable laws, and cooperate fully with the Company in the advancement of the best lawful interests of the Company.  Nothing in this Section 3.3 shall prevent the Executive during the Consulting Term from engaging in additional activities that do not violate the provisions of Sections 7 and 8, or otherwise interfere in the performance of the Executive’s duties hereunder during the Consulting Term.

4.             Compensation by the Company .

4.1           Compensation During the Employment Term .

(a)           Base Salary .  As compensation for all services rendered pursuant to this Agreement during the Employment Term, the Company will pay to the Executive during the Employment Term, an annual base salary of Seven Hundred and Fifty Thousand Dollars ($750,000), payable in accordance with the payroll practices of the Company (“Base Salary”).  Each year during the Employment Term, the Holding 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 shall not be decreased.  For the purposes of this Agreement, “Base Salary” shall mean the Executive’s base salary as increased pursuant to this Section 4.1(a).

(b)           Annual Bonus .  For performance periods during the Employment Term, the Executive will be entitled to participate in the NewPage Corporation Annual Management Incentive Plan approved annually by the Board (the “Annual Incentive Plan”).  Executive’s target bonus will be 100% of Base Salary for achieving targets set annually by the Board in the Annual Incentive Plan.  Each annual bonus (“Annual Bonus”) shall 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.

(c)           Participation in Employee Benefit Plans .  The Executive shall be entitled during the Employment Term, if and to the extent eligible, to participate in all of the applicable benefit plans of the Company that may be available to other senior executives of the Company, on the same terms as such other executives. The Company may at any time or from time to time amend, modify, suspend or terminate any employee benefit plan, program or arrangement for any reason in its sole discretion.

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(d)           Vacation .  The Executive shall be entitled to four (4) weeks of paid vacation with respect to each calendar year during the Employment Term.  Vacation days will be prorated for any partial year during the Employment Term based on the number of days elapsed in such year.  Executive shall not be entitled to payment for unused vacation days upon the termination of his employment except as set forth in Section 5 below.  The accrual and carry-over of vacation days shall be in accordance with Company policy from time to time in effect.

4.2           Compensation During the Consulting Term .

(a)           Consulting Fee .  During the Consulting Term, in lieu of any other fees as a director, the Executive shall receive an annual fee of $500,000 (payable in monthly installments of $41,666.66) (the “Consulting Fee”).

(b)           Independent Contractor .  During the Consulting Term, the Executive shall be and shall be deemed for all purposes to be, an independent contractor of the Company.  The Consulting Fee shall not be deemed to be wages and, therefore, shall not be subject to any withholdings or deductions.  During the Consulting Term, the Executive shall not be entitled to any employee benefits of the Company or any of its affiliates or subsidiaries.

4.3           Expense Reimbursement .  During the Term, the Executive shall 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.

5.             Termination of Relationship with the Company .

5.1           Upon Expiration of the Employment Term or By the Company for Cause or By the Executive Without Good Reason .  Upon expiration of the Employment Term, or if during the Employment Term (other than as a result of the commencement of the Consulting Term pursuant to Section 2.2), the Company terminates the Executive’s employment for Cause (as defined below) or Executive terminates his employment without Good Reason (as defined below), the Executive shall be entitled to receive the following:

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

(b)           accrued benefits pursuant to the terms and conditions of the Company’s benefit plans and programs.

Upon any such termination, as applicable, the payment set forth in Section 5.1(a) shall be paid in a lump sum within 10 business days after termination (unless an earlier date is prescribed by law).

For the purposes of this Agreement, “Cause” means (i) commission of a felony by the Executive; (ii) acts of dishonesty by the Executive resulting or intending to result in personal gain or enrichment at the expense of the Company or its subsidiaries or affiliates; (iii) the Executive’s material breach of any provision of any policy of the Company or Holding; (iv) the Executive’s failure to follow the lawful written directions of the Board or the Holding Board;

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(v) conduct by the 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 the Executive in connection with his duties that is unlawful and materially injurious to the Company or its subsidiaries or affiliates; provided that the Executive shall have ten (10) business days following the Company’s written notice of its intention to terminate the Executive’s employment to cure such Cause, if curable, as determined by the Holding Board, in its sole discretion.

For the purposes of this Agreement, “Good Reason” means, without the consent of the Executive, (i) the assignment to the Executive of any duties inconsistent in any material adverse respect with the 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 such position, authority, duties or responsibilities; (ii) a reduction by Holding or the Company in the Executive’s Base Salary or in the percentage of Base Salary on which the Executive’s bonus is based; (iii) a material reduction in the aggregate benefits provided to the Executive, except for any across-the-board reduction(s) affecting all similarly situated employees on substantially the same proportional basis; or (iv) any failure by the Company to obtain the express written assumption of the Company’s obligations to the Executive as described herein by any successor or assign of the Company.  Notwithstanding the foregoing, the determination by the Holding Board to commence the Consulting Term pursuant to Section 2.2, and the resultant adjustment to the Executive’s position, authority, duties, responsibilities and/or compensation shall not constitute Good Reason.

5.2           By the Company Without Cause or By the Executive for Good Reason .  Subject to the Executive’s compliance with Section 7 hereof and subject to the execution by the Executive, without revocation, of a general release in the form attached hereto as Exhibit A (the “Release”), if during the Employment Term, without the Consulting Term having commenced, the Executive’s employment terminates without Cause or Executive terminates his employment for Good Reason, the Executive shall receive the severance payments set forth in this Section 5.2 at such times and subject to the provisions of paragraphs (I) and (II) below (which shall be in lieu of any payments or benefits to which the Executive may be entitled under any Company severance plan (the “Severance Plan”)):

(a)           any unpaid Base Salary through the date of termination;

(b)           a pro rata bonus for the year of termination, calculated as the product of (x) “Severance Bonus Amount” (as defined below) and (y) 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 after the Executive’s termination date to similarly situated employees;

(c)           any accrued but unused vacation pay;

(d)           an amount equal to one (1) times Base Salary;

(e)           continued receipt of welfare benefits for 24 months after the Executive’s date of termination; provided, however, if the Executive becomes reemployed

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with another employer and is eligible to receive welfare benefits under another employer-provided plan, the welfare benefits described in this clause 5.2(e) shall be secondary to those provided under such other plan; and

(f)            accrued benefits pursuant to the terms and conditions of the Company’s benefit plans and programs.

(I).  The payment set forth in Section 5.2(a) shall be paid within 10 business days after the date of termination (unless an earlier date is prescribed by law).

(II).  The payments set forth in Sections 5.2(b)-(d) shall 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 after the Executive’s termination of employment.

The Company shall have no obligation to provide the payments and benefits set forth above in the event that Executive breaches the provisions of Section 7.

“Severance Bonus Amount” shall mean, in the event of a termination (i) prior to June 1st of any calendar year, the Annual Bonus paid to the 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 the Executive for the calendar year of the termination (determined as of the end of such calendar year and payable when the Company pays annual bonuses to similarly situated employees).

5.3           Due to Death or Disability .  If during the Employment Term the Executive dies or the Company terminates the Executive’s employment on account of the Executive’s Disability (as defined below), the Executive, or the Executive’s legal representatives (as appropriate), shall be entitled to receive the following:

(a)           any unpaid Base Salary through the date of termination;

(b)           a pro rata bonus for the year of termination, calculated as the product of (x) “Severance Bonus Amount” and (y) 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 after the Executive’s termination date, to similarly situated employees; and

(c)           any accrued but unused vacation pay; and

(d)           accrued benefits pursuant to the terms and conditions of the Company’s benefit plans and programs.

The payments set forth in Section 5.3(a) and (c) shall be paid in a lump sum within ten (10) business days after the date of termination (unless an earlier date is prescribed by law) and with respect to 5.3(b), at such time that annual bonuses are paid after the Executive’s termination date to similarly situated employees.

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For the purposes of this Agreement, “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 the Executive that, as a result of a physical or mental injury or illness, the Executive has been unable to perform the essential functions of his job with or without reasonable accommodation for a period of (i) ninety (90) consecutive days or (ii) one hundred and eighty (180) days in any one-year period.

5.4           Upon Commencement of the Consulting Term .  Upon the expiration of the Employment Term as a result of the commencement of the Consulting Term pursuant to Section 2.2, the Executive shall be entitled to receive the following:

(a)           unpaid Base Salary through the date of termination of the Employment Term and any accrued but unused vacation pay through such date;

(b)           a prorated bonus for the year of termination, calculated as the product of (x) the Annual Bonus that would have been payable to the Executive for the calendar year of the termination of the Employment Term and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination of the Employment Term and the denominator of which is 365 (but in no event shall such fraction be less than 1/2), (determined as of the end of such calendar year and payable when the Company pays annual bonuses to similarly situated employees); and

(c)           accrued benefits pursuant to the terms and conditions of the Company’s benefit plans and programs.

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

5.6           Removal from any Boards and Positions .  If the Employment Term terminates for any reason under this Agreement without the Consulting Term having commenced, and