between the Parent and the Executive (the “Executive Purchase Agreement”).

(c)  Annual Bonus .  Executive shall be eligible to participate in an annual bonus pool for senior executives of the Company as follows:  (i) for the performance period from May 1, 2005 to December 31, 2005, such bonus shall be based upon the provisions of the current Papers Business Unit Incentive Plan and the Executive’s target bonus shall be based on 45% of Base Salary, pro rated for the period between May 1, 2005 and December 31, 2005 (it being understood that MeadWestvaco Corporation is responsible for the bonus for the period between January 1, 2005 and April 30, 2005) (ii) for performance periods after 2005, such bonus will be based upon the achievement by the Company of consolidated EBITDA related targets reasonably derived from the annual business plan presented by management and approved by the Holding Board.  The Executive’s target bonus for achieving target EBITDA, as approved by the Holding Board, will be 45% of Base Salary and the Executive will receive a minimum bonus for achieving minimum EBITDA, as approved by the Holding Board.  Bonuses will be calculated on a straight-line basis for EBITDA achievements between targets.  There shall be no cap on the amount of such performance-based bonuses.  No bonus will be paid if minimum EBITDA is not achieved.  Each annual bonus shall be paid on or before March 15 ^th of the year following the tax year in which the relevant services have been performed.

(d)  Vacation .  Five (5) weeks of paid annual vacation time each year (accrued in full on the Effective Date and each anniversary thereafter).  Executive shall not be entitled to payment for unused vacation days upon the termination of his employment except as set forth in Section 10 below.  The carry-over of vacation days shall be in accordance with Company policy from time to time in effect.

(e)  Other Benefits .  Executive shall be eligible to participate in employee benefit plans pursuant to the terms of such plans that are available to similarly situated executives of the Company.  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.

4.              Reimbursement of Expenses :  The Executive will be reimbursed for all appropriate business expenses incurred by him in connection with his duties in accordance with the policies of the Company as in effect from time to time.

5.              Disclosure:  The Executive represents and warrants that Executive is not a party to or subject to any restrictive covenants, legal restrictions or other agreements in favor of any entity, or person which would in any way preclude, inhibit, impair or limit the Executive’s ability to perform Executive’s obligations for the Company, including, but not limited to, non-competition agreements, non-solicitation agreements or confidentiality agreements.

6.              Confidentiality:

I.           During the course of the Executive’s employment by MeadWestvaco Corporation, the Executive had access to, and during the course of the Executive’s employment under this Agreement, the Executive will have access to, certain trade secrets and confidential information relating to the Company and its affiliates and subsidiaries (the “Protected Parties”) which is not readily available from sources outside the Company.  The confidential and proprietary information and, in any material respect, trade secrets of the Protected Parties are among their most valuable assets, including but not limited to, their customer, supplier and vendor lists, contract terms, databases, competitive strategies, computer programs, frameworks, or models, their marketing programs, their sales, financial, marketing, training and technical information, their product development (and proprietary product data), business plans and strategies (including, but not limited to, acquisition and divestiture plans), environmental matters and other regulatory matters and any other information, whether communicated orally, electronically, in writing or in other tangible forms concerning how the Protected Parties create, develop, acquire or maintain their products and marketing plans, target their potential customers and operate their other businesses.  The Protected Parties invested, and continue to invest, considerable amounts of time and money in their process, technology, know-how, obtaining and developing the goodwill of their customers, their other external relationships, their data systems and data bases, and all the information described above (hereinafter collectively referred to as “Confidential Information”), and any misappropriation or unauthorized disclosure of Confidential Information in any form would irreparably harm the Protected Parties.  The Executive acknowledges that such Confidential Information constitutes valuable,

highly confidential, special and unique property of the Protected Parties.  The Executive shall hold in a fiduciary capacity for the benefit of the Protected Parties all Confidential Information relating to the Protected Parties and their businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company or its subsidiaries and affiliates and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement).  Except as required by law or an order of a court or governmental agency with jurisdiction, the Executive shall not, during the period the Executive is employed by the Company or its subsidiaries and affiliates or at any time thereafter, disclose any Confidential Information, directly or indirectly, to any person or entity for any reason or purpose whatsoever, nor shall the Executive use it in any way, except in the course of the Executive’s employment with, and for the benefit of, the Protected Parties or to enforce any rights or defend any claims hereunder or under any other agreement to which the Executive is a party, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed in the formal proceedings related thereto.  The Executive shall take all reasonable steps to safeguard the Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft.  The Executive understands and agrees that the Executive shall acquire no rights to any such Confidential Information.

II.         All files, records, documents, drawings, specifications, data, computer programs, evaluation mechanisms and analytics and similar items relating thereto or to the Business (for the purposes of this Agreement, “Business” shall be as defined in Section 8 hereof), as well as all customer lists, specific customer information, compilations of product research and marketing techniques of the Company and its subsidiaries and affiliates, whether prepared by the Executive or otherwise coming into the Executive’s possession, shall remain the exclusive property of the Company and its subsidiaries and affiliates, and the Executive shall not remove any such items from the premises of the Company and its subsidiaries and affiliates, except in furtherance of the Executive’s duties under this Agreement.

III.        It is understood that while employed by the Company the Executive will promptly disclose to it, and assign to it the Executive’s interest in any invention, improvement or discovery made or conceived by the Executive, either alone or jointly with others, which arises out of the Executive’s employment.  At the Company’s request and expense, the Executive will assist the Company and its subsidiaries and affiliates during the period of the Executive’s employment under this Agreement and thereafter in connection with any controversy or legal proceeding relating to such invention, improvement or discovery and in obtaining domestic and foreign patent or other protection covering the same.

IV.        As requested by the Company and at the Company’s expense, from time to time and upon the termination of the Executive’s employment for any reason, the Executive will promptly deliver to the Company and its subsidiaries and affiliates, as applicable, all copies and embodiments, in whatever form, of all Confidential Information in the Executive’s possession or within his control (including, but not limited to, memoranda, records, notes, plans, photographs, manuals, notebooks, documentation, program listings, flow charts, magnetic media, disks, diskettes, tapes and all other materials containing any Confidential Information) irrespective of the location or form of such material.  If requested by the Company, the Executive will provide the Company with written confirmation that all such materials have been delivered to the Company as provided herein.

7.              Non-Solicitation or Hire .  During the Executive’s employment and for a period of one (1) year following the termination of the Executive’s employment for any reason, the Executive shall not directly or indirectly solicit or attempt to solicit or induce, directly or indirectly, (a) any party who is a customer of the Company or its subsidiaries or affiliates, during period for the purpose of marketing, selling or providing to any such party any services or products offered by or available from the Company or its subsidiaries or affiliates and relating to the Business (as defined in Section 8) or (b) any employee of the Company or any of its subsidiaries or affiliates or any person who was an employee of the Company or any of its subsidiaries or affiliates during the twelve (12) month period immediately prior to the date of Executive’s termination of employment to terminate such employee’s employment relationship with the Protected Parties in order, in either case, to enter into a

similar relationship with the Executive, or any other person or any entity in competition with the Business of the Company or any of its subsidiaries or affiliates.

8.              Non-Competition .  During the Executive’s employment and for a period of one (1) year following the termination of the Executive’s employment for any reason, Executive shall not, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or a subsidiary or affiliate, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise, which engages or proposes to engage in the coated paper and/or carbonless paper business anywhere in the world (the “Business”).  Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) of the publicly traded common equity securities of any company engaged in the Business (so long as the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership).

9.              Remedies; Specific Performance.  The Parties acknowledge and agree that the Executive’s breach or threatened breach of any of the restrictions set forth in Sections 6, 7 and 8 will result in irreparable and continuing damage to the Protected Parties for which there may be no adequate remedy at law and that the Protected Parties shall be entitled to equitable relief, including specific performance and injunctive relief as remedies for any such breach or threatened or attempted breach.  The Executive hereby consents to the grant of an injunction (temporary or otherwise) against the Executive or the entry of any other court order against the Executive prohibiting and enjoining him from violating, or directing him to comply with any provision of Sections 6, 7 or 8.  The Executive also agrees that such remedies shall be in addition to any and all remedies, including damages, available to the Protected Parties against him for such breaches or threatened or attempted breaches.  In addition, without

limiting the Protected Parties’ remedies for any breach of any restriction on the Executive set forth in Sections 6, 7, or 8, except as required by law, the Executive shall not be entitled to any payments set forth in Section 10 hereof if the Executive breaches the covenants applicable to the Executive contained in Sections 6, 7 or 8.

10.            Termination:  The Company may terminate Executive’s employment hereunder for any reason and at any time without prior notice.  Upon a termination of the Executive’s employment without Cause (as defined below) or by Executive with Good Reason (as defined below), and subject to the Executive’s compliance wi