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EXHIBIT
10.2
N EW P
AGE C ORPORATION
July 27, 2007
Mr. Charles J.
Aardema
5315 Oakbrook Dr.
Fairfield, OH 45014
Dear Chuck:
The purpose of this letter agreement
(“ Agreement ”) is to acknowledge and set
forth the terms of our agreement regarding the termination of your
employment under the Employment Letter Agreement between NewPage
Corporation (“ Company ”) and you dated
May 2, 2005 (“ Employment Agreement
”). Capitalized terms defined in the Employment Agreement
have the same meaning when used in this Agreement unless otherwise
indicated.
| 1. |
You confirm that your last day of employment with the Company
will be August 31, 2007 (“ Termination
Date ”). Effective as of the Termination Date, you
will be deemed to have resigned from your position as Vice
President, Human Resources and Communications of the Company. In
addition, effective as of the Termination Date, you will be deemed
to have resigned from all other offices, directorships, and
fiduciary capacities held with or on behalf of the Company and its
subsidiaries and affiliates or any with benefit plan sponsored by
any of them. Except as set forth in this Agreement, the Employment
Agreement and the Term (as defined in the Employment Agreement)
will terminate on the Termination Date. |
| 2. |
In consideration of the performance of your obligations in this
Agreement and in full satisfaction of the Company’s
obligations to you pursuant to the Employment Agreement and
otherwise, but subject to Paragraph 3 below: |
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(a) |
The Company will pay you accrued but unpaid Base Salary through
the Termination Date, payable in accordance with the
Company’s normal payroll practices. |
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(b) |
The Company will pay you $325,625 ( i.e. , two times
your Annual Base Salary minus the original purchase price paid by
you for your Paper Class A Common Percentage
Interests). |
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(c) |
The Company will pay you $12,733 for 17 days of accrued but
unused 2007 vacation. |
Mr. Charles J. Aardema
July 27, 2007
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(d) |
Bonus compensation, if any, for 2007 will be determined at the
end of 2007. If a bonus is payable under the Profit Sharing Plan,
the amount of the bonus will be prorated based on your Termination
Date. Any bonus earned under the Profit Sharing Plan or awarded
under the Performance Excellence Plan will be paid at the same time
as to other members of the NewPage Senior Leadership
Team. |
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(e) |
If on or before December 31, 2007, NewPage Holding
Corporation or one of its subsidiaries executes a definitive
agreement for an acquisition of the type described in
Section 10(IV) of the Employment Agreement and that
acquisition is subsequently completed, the Company will pay you
$194,750 at the end of the month in which the acquisition is
completed or January 31, 2008, whichever is later. |
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(f) |
The Company will continue to provide you welfare benefits under
the Company’s welfare benefit plans for 24 months following
the Termination Date, so long as you continue to pay the employee
cost sharing payments in connection with those benefits. If you
elect to continue to receive benefits under the Company’s
welfare benefits plans while you are employed by another employer,
the welfare benefits under the Company’s welfare benefit
plans will be secondary to those provided under the welfare benefit
plans of your new employer. |
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(g) |
The Company will provide you at its expense with outplacement
services through Right Management, for a period of up to one year
following the Termination Date. |
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(h) |
You will receive all other accrued vested benefits to which you
are entitled under the terms of the Company’s employee
benefit plans in accordance with the provisions of those
plans. |
| 3. |
The Company’s obligations under Paragraphs 2(b) through
2(g) above are contingent upon your signing and not revoking the
form of General Release attached to this Agreement as Appendix A
(the “ Release ”). The Company will make
the payments described in Paragraphs 2(b) through 2(d) in a lump
sum to you following expiration of the applicable revocation period
contained in the Release and will make the payment described in
Paragraph 2(e) if and when the conditions in that Paragraph and in
this Paragraph 3 are satisfied. |
| 4. |
Sections 6, 7 and 8 of the Employment Agreement will remain in
full force and effect subsequent to the Termination Date and will
survive the termination of the Employment Agreement. You represent
and warrant that you have complied with the provisions of
Section 7 of the Employment Agreement as of the date you
execute this Agreement. |
2
Mr. Charles J. Aardema
July 27, 2007
| 5. |
All payments by the Company described in this Agreement will be
reduced by all applicable taxes and other amounts that the Company
is required to withhold under applicable law. |
| 6 . |
The Company acknowledges and agrees that the payments provided
in this Agreement are not subject to mitigation or
offset. |
| 7. |
This Agreement will be binding upon and inure to the benefit of
you and the Company and your and its respective affiliates,
predecessors, successors, personal representatives, and
assigns. |
| 8. |
This Agreement and the Release represent the entire agreement
of the parties with respect to its subject matter, superseding all
prior agreements, understandings, discussions, or communications
concerning this Agreement or its subject matter, and may be
modified or amended only in writing signed by you and by an
a |
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