DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • May 31st, 2013 • NewPage Holdings Inc. • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of December 21, 2012, by and between NEWPAGE CORPORATION, a Delaware corporation (“Company”), and ROBERT J. BASS (“Indemnitee”). The Company and Indemnitee agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • May 31st, 2013 • NewPage Holdings Inc. • Ohio
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of December 13, 2012, between NEWPAGE CORPORATION (“Company”) and JAMES C. TYRONE (“Executive”). The Company and Executive agree as follows:
NEWPAGE HOLDINGS INC. 2012 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 31st, 2013 • NewPage Holdings Inc. • Delaware
THIS AGREEMENT is made as of (“Grant Date”), between NewPage Holdings Inc., a Delaware corporation (the “Company”), and [•] (“Grantee”). This Agreement provides for a grant of Restricted Stock Units to the Grantee pursuant to the NewPage Holdings Inc. 2012 Long-Term Incentive Plan (the “Plan”). Capitalized terms used but not defined in this Agreement are as defined in the Plan. The Company and Grantee agree as follows:
STOCKHOLDERS AGREEMENT among NEWPAGE HOLDINGS INC. and EACH OF THE STOCKHOLDERS PARTY HERETO Dated as of December 21, 2012Stockholders Agreement • May 31st, 2013 • NewPage Holdings Inc. • Delaware
This STOCKHOLDERS AGREEMENT, dated as of December 21, 2012 (this “Agreement”), is entered into among NEWPAGE HOLDINGS INC., a Delaware corporation (the “Company”), and the Stockholders and each Person that hereafter becomes a Stockholder and is required by this Agreement to become a Party hereto and, solely for purposes of Sections 5.4 and 5.5, the Employee Stockholders. Capitalized terms not otherwise defined herein have the meanings set forth in Article I.
FORM OF NEWPAGE HOLDINGS INC. 2012 LONG-TERM INCENTIVE PLAN STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • May 31st, 2013 • NewPage Holdings Inc. • Delaware
THIS AGREEMENT is made as of [•], 2013 (“Grant Date”), between NewPage Holdings Inc., a Delaware corporation (the “Company”), and [•] (“Grantee”). This Agreement provides for a grant of Options to the Grantee pursuant to the NewPage Holdings Inc. 2012 Long-Term Incentive Plan (the “Plan”). Capitalized terms used but not defined in this Agreement are as defined in the Plan. The Company and Grantee agree as follows:
AGREEMENTAgreement • May 31st, 2013 • NewPage Holdings Inc. • Delaware
This AGREEMENT (this “Agreement”), dated as of December 20, 2012, is hereby entered into by and between NewPage Corporation, a Delaware corporation with its principal place of business in Miamisburg, Ohio (the “Company”), and Mark A. Angelson, an individual currently residing at 876 Park Avenue, New York, New York 10075 (“Angelson”).
