Common use of Separation from Service under 409A Clause in Contracts

Separation from Service under 409A. Notwithstanding any provision to the contrary in this Agreement: (i) no amount shall be payable pursuant to Section 6 unless the termination of Employee’s employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; (ii) if Employee is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits to which Employee is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A), including, without limitation, any portion of the additional compensation awarded pursuant to Section 6, is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s termination benefits shall not be provided to Employee prior to the earlier of (A) the expiration of the six-month period measured from the date of Employee’s “separation from service” with Verso Paper (as such term is defined in the Department of Treasury Regulations issued under Section 409A) or (B) the date of Employee’s death; provided that upon the earlier of such dates, all payments deferred pursuant to this Section 9(b)(ii) shall be paid in a lump sum to Employee, and any remaining payments due under this Agreement shall be paid as otherwise provided herein; (iii) the determination of whether Employee is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be made by Verso Paper in accordance with the terms of Section 409A and applicable guidance thereunder (including, without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); (iv) for purposes of Section 409A, Employee’s right to receive installment payments pursuant to Section 6 shall be treated as a right to receive a series of separate and distinct payments; and (v) to the extent that any reimbursement of expenses or in-kind benefits constitutes “deferred compensation” under Section 409A, such reimbursement or benefit shall be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.”

Separation from Service under 409A. Notwithstanding any provision to the contrary in this Agreement: : (ia) no No amount shall be payable pursuant to Section 6 Sections 7.1(a) or (b) unless the termination of Employeethe Executive’s employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; and (iib) if Employee If the Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits to which Employee the Executive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A), including, without limitation, any portion of the additional compensation awarded pursuant to Section 6Sections 7.1(a) or (b), is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employeethe Executive’s termination benefits shall not be provided to Employee the Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of Employeethe Executive’s “separation from service” with Verso Paper the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A409A of the Code) or (B) the date of Employeethe Executive’s death; provided that upon . Upon the earlier of such dates, all payments deferred pursuant to this Section 9(b)(ii10.2(b) shall be paid in a lump sum to Employeethe Executive, and any remaining payments due under this the Agreement shall be paid as otherwise provided herein; and (iiic) the The determination of whether Employee the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be made by Verso Paper the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including, including without limitation, limitation Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); and (ivd) for For purposes of Section 409A409A of the Code, Employeethe Executive’s right to receive installment payments pursuant to Section 6 7.1(a) shall be treated as a right to receive a series of separate and distinct payments; and and (ve) to the extent that any The reimbursement of expenses or in-kind benefits constitutes “deferred compensation” any expense under Section 409A, such reimbursement 4.2 or benefit Section 7.1 shall be provided made no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.”

Separation from Service under 409A. Notwithstanding any provision to the contrary in this Agreement: : (i) no No amount shall be payable pursuant to Section 6 8(c) or Section 23 unless the termination of Employeethe Executive’s employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; ; (ii) if Employee If the Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits to which Employee the Executive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A), including, without limitation, any portion of the additional compensation awarded pursuant to Section 68(c) or Section 23, is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employeethe Executive’s termination benefits shall not be provided to Employee the Executive prior to the earlier of (A1) the expiration of the six-month period measured from the date of Employeethe Executive’s “separation from service” with Verso Paper the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A) or (B2) the date of Employeethe Executive’s death; provided that upon . Upon the earlier of such dates, all payments deferred pursuant to this Section 9(b)(ii24(b)(ii) shall be paid in a lump sum to Employeethe Executive, and any remaining payments due under this the Agreement shall be paid as otherwise provided herein; ; (iii) the The determination of whether Employee the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be made by Verso Paper the Company in accordance with the terms of Section 409A and applicable guidance thereunder (including, including without limitation, limitation Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); ; (iv) for For purposes of Section 409A, Employeethe Executive’s right to receive installment payments pursuant to Section 6 8(c) shall be treated as a right to receive a series of separate and distinct payments; and and (v) to the extent that any The reimbursement of expenses or in-kind benefits constitutes “deferred compensation” any expense under Section 409A, such reimbursement 6(f) or benefit Section 8(a) shall be provided made no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.”

Separation from Service under 409A. Notwithstanding any provision to the contrary in this Agreement: : (ia) no No amount shall be payable pursuant to Section 6 Sections 7.1(a) or (b) unless the termination of Employee’s the Executive's employment constitutes a “"separation from service” " within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; and (iib) if Employee If the Executive is deemed at the time of his separation from service to be a “"specified employee” " for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits to which Employee the Executive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A), including, without limitation, any portion of the additional compensation awarded pursuant to Section 6Sections 7.1(a) or (b), is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s the Executive's termination benefits shall not be provided to Employee the Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of Employee’s “the Executive's "separation from service” " with Verso Paper the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A409A of the Code) or (B) the date of Employee’s the Executive's death; provided that upon . Upon the earlier of such dates, all payments deferred pursuant to this Section 9(b)(ii10.2(b) shall be paid in a lump sum to Employeethe Executive, and any remaining payments due under this the Agreement shall be paid as otherwise provided herein; and (iiic) the The determination of whether Employee the Executive is a “"specified employee” " for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be made by Verso Paper the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including, including without limitation, limitation Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); and (ivd) for For purposes of Section 409A409A of the Code, Employee’s the Executive's right to receive installment payments pursuant to Section 6 7.1(a) shall be treated as a right to receive a series of separate and distinct payments; and and (ve) to the extent that any The reimbursement of expenses or in-kind benefits constitutes “deferred compensation” any expense under Section 409A, such reimbursement 4.2 or benefit Section 7.1 shall be provided made no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.”6

Separation from Service under 409A. Notwithstanding any provision to the contrary in this Agreement: : (ia) no No amount shall be payable pursuant to Section 6 4.5 unless the termination of EmployeeExecutive’s employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; and (iib) if Employee If the Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits to which Employee the Executive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A), including, without limitation, any portion of the additional compensation awarded pursuant to Section 64.5, is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employeethe Executive’s termination benefits shall not be provided to Employee the Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of Employeethe Executive’s “separation from service” with Verso Paper Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A409A of the Code) or (B) the date of Employeethe Executive’s death; provided that upon . Upon the earlier of such dates, all payments deferred pursuant to this Section 9(b)(ii8.2(b) shall be paid in a lump sum to Employeethe Executive, and any remaining payments due under this the Agreement shall be paid as otherwise provided herein; and (iiic) the The determination of whether Employee the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be made by Verso Paper Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder there under (including, without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations (and any successor provision thereto); and (ivd) for For purposes of Section 409A, Employeethe Executive’s right to receive installment payments pursuant to Section 6 4.5 shall be treated as a right to receive a series of separate and distinct payments; and (v) to the extent that any reimbursement of expenses or in-kind benefits constitutes “deferred compensation” under Section 409A, such reimbursement or benefit shall be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.”

Separation from Service under 409A. Notwithstanding any provision to the contrary in this Agreement: : (i) no No amount shall be payable pursuant to Section 6 7(c) or Section 22 unless the termination of Employeethe Executive’s employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; ; (ii) if Employee If the Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits to which Employee the Executive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A), including, without limitation, any portion of the additional compensation awarded pursuant to Section 67(c) or Section 22, is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employeethe Executive’s termination benefits shall not be provided to Employee the Executive prior to the earlier of (A1) the expiration of the six-month period measured from the date of Employeethe Executive’s “separation from service” with Verso Paper the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A) or (B2) the date of Employeethe Executive’s death; provided that upon . Upon the earlier of such dates, all payments deferred pursuant to this Section 9(b)(ii23(b)(ii) shall be paid in a lump sum to Employeethe Executive, and any remaining payments due under this the Agreement shall be paid as otherwise provided herein; ; (iii) the The determination of whether Employee the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be made by Verso Paper the Company in accordance with the terms of Section 409A and applicable guidance thereunder (including, including without limitation, limitation Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); ; (iv) for For purposes of Section 409A, Employeethe Executive’s right to receive installment payments pursuant to Section 6 7(c) shall be treated as a right to receive a series of separate and distinct payments; and and (v) to the extent that any The reimbursement of expenses any expense under Sections 5(f) or in-kind benefits constitutes “deferred compensation” under Section 409A, such reimbursement or benefit 7(a) shall be provided made no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.”

Separation from Service under 409A. Notwithstanding any provision to the contrary in this Agreement: : (i1) no No amount shall be payable pursuant to Section 6 2 unless the termination of Employee’s Executive's employment constitutes a “"separation from service” " within the meaning of Section 1.409A-1(h) of the Department of Treasury RegulationsRegulations with respect to the Company; and (ii2) if Employee If Executive is deemed at the time of his their separation from service to be a “"specified employee” " for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits to which Employee Executive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A), including, without limitation, any portion of the additional compensation awarded pursuant to Section 6, ) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s Executive's termination benefits shall not be provided to Employee Executive prior to the earlier of (Ai) the expiration of the six-month period measured from the date of Employee’s “Executive's "separation from service” " with Verso Paper the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A) or (Bii) the date of Employee’s Executive's death; provided that upon . Upon the earlier of such dates, all payments deferred pursuant to this Section 9(b)(ii4(b)(2) shall be paid in a lump sum to EmployeeExecutive, and any remaining payments due under this the Agreement shall be paid as otherwise provided herein; and (iii3) the The determination of whether Employee Executive is a “"specified employee” " for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his their separation from service shall be made by Verso Paper the Company in accordance with the terms of Section 409A and applicable guidance thereunder (including, including without limitation, limitation Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); and (iv4) for For purposes of Section 409A, Employee’s Executive's right to receive installment payments pursuant to Section 6 2(b) shall be treated as a right to receive a series of separate and distinct payments; and and (v5) to the extent that any reimbursement of expenses or in-kind benefits constitutes “deferred compensation” under Section 409A, such reimbursement or benefit shall be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of any in-kind benefits provided in any other year.”

Separation from Service under 409A. Notwithstanding any provision to the contrary in this Agreement: : (i) no No amount shall be payable pursuant to Section 6 7(b) or Section 22 unless the termination of Employeethe Executive’s employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; ; (ii) if Employee If the Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits to which Employee the Executive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A), including, without limitation, any portion of the additional compensation awarded pursuant to Section 67(b) or Section 22, is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employeethe Executive’s termination benefits shall not be provided to Employee the Executive prior to the earlier of (Ax) the expiration of the six-month period measured from the date of Employeethe Executive’s “separation from service” with Verso Paper the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A) or (By) the date of Employeethe Executive’s death; provided that upon . Upon the earlier of such dates, all payments deferred pursuant to this Section 9(b)(ii23(b)(ii) shall be paid in a lump sum to Employeethe Executive, and any remaining payments due under this the Agreement shall be paid as otherwise provided herein; ; (iii) the The determination of whether Employee the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be made by Verso Paper the Company in accordance with the terms of Section 409A and applicable guidance thereunder (including, including without limitation, limitation Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); ; (iv) for For purposes of Section 409A409A of the Code, Employeethe Executive’s right to receive installment payments pursuant to Section 6 7(b) shall be treated as a right to receive a series of separate and distinct payments; and and (v) to the extent that any The reimbursement of expenses or in-kind benefits constitutes “deferred compensation” any expense under Section 409A, such reimbursement or benefit Sections 5(f) shall be provided made no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.”

Separation from Service under 409A. Notwithstanding any provision to the contrary in this Agreement: : (i1) no No amount shall be payable pursuant to Section 6 2 unless the termination of EmployeeExecutive’s employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury RegulationsRegulations with respect to the Company; and (ii2) if Employee If Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits to which Employee Executive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A), including, without limitation, any portion of the additional compensation awarded pursuant to Section 6, ) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of EmployeeExecutive’s termination benefits shall not be provided to Employee Executive prior to the earlier of (Ai) the expiration of the six-month period measured from the date of EmployeeExecutive’s “separation from service” with Verso Paper the Company (as such term is defined in the Department of Treasury Regulations issued under Section Section’ 409A) or (Bii) the date of EmployeeExecutive’s death; provided that upon . Upon the earlier of such dates, all payments deferred pursuant to this Section 9(b)(ii4(b)(2) shall be paid in a lump sum to EmployeeExecutive, and any remaining payments due under this the Agreement shall be paid as otherwise provided herein; and (iii3) the The determination of whether Employee Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be made by Verso Paper the Company in accordance with the terms of Section 409A and applicable guidance thereunder (including, including without limitation, limitation Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); and (iv4) for For purposes of Section 409A, EmployeeExecutive’s right to receive installment payments pursuant to Section 6 2(b) shall be treated as a right to receive a series of separate and distinct payments; and and (v5) to the extent that any reimbursement of expenses or in-kind benefits constitutes “deferred compensation” under Section 409A, such reimbursement or benefit shall be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of any in-kind benefits provided in any other year.”

Separation from Service under 409A. Notwithstanding any provision to the contrary in this Agreement: : (ia) no No amount shall be payable pursuant to Section 6 Sections 7.1(a), (b) or (d) unless the termination of Employeethe Executive’s employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; and (iib) if Employee If the Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits to which Employee the Executive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A), including, without limitation, any portion of the additional compensation awarded pursuant to Section 6Sections 7.1(a), (b) or (d), is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employeethe Executive’s termination benefits shall not be provided to Employee the Executive prior to the earlier of (Ai) the expiration of the six-month period measured from the date of Employeethe Executive’s “separation from service” with Verso Paper the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A409A of the Code) or (Bii) the date of Employeethe Executive’s death; provided that upon . Upon the earlier of such dates, all payments deferred pursuant to this Section 9(b)(ii10.2(b) shall be paid in a lump sum to Employeethe Executive, and any remaining payments due under this the Agreement shall be paid as otherwise provided herein; and (iiic) the The determination of whether Employee the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be made by Verso Paper the Company in accordance with the terms of Section 409A and applicable guidance thereunder (including, including without limitation, limitation Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); and (ivd) for For purposes of Section 409A, Employeethe Executive’s right to receive installment payments pursuant to Section 6 this Agreement shall be treated as a right to receive a series of separate and distinct payments; and and (ve) to the extent that any The reimbursement of expenses or in-kind benefits constitutes “deferred compensation” any expense under Section 409A, such reimbursement or benefit this Agreement shall be provided made no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.”

Separation from Service under 409A. Notwithstanding any provision to the contrary in this Agreement: : (ia) no No amount shall be payable pursuant to Section 6 4.1 unless the termination of EmployeeExecutive’s employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; and (iib) if Employee If the Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits to which Employee the Executive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A), including, without limitation, any portion of the additional compensation awarded pursuant to Section 64.1, is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employeethe Executive’s termination benefits shall not be provided to Employee the Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of Employeethe Executive’s “separation from service” with Verso Paper the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A409A of the Code) or (B) the date of Employeethe Executive’s death; provided that upon . Upon the earlier of such dates, all payments deferred pursuant to this Section 9(b)(ii10.2(b) shall be paid in a lump sum to Employeethe Executive, and any remaining payments due under this the Agreement shall be paid as otherwise provided herein; and (iiic) the The determination of whether Employee the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be made by Verso Paper the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including, without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations (and any successor provision thereto); and (ivd) for For purposes of Section 409A, Employeethe Executive’s right to receive installment payments pursuant to Section 6 4.1 shall be treated as a right to receive a series of separate and distinct payments; and (v) to the extent that any reimbursement of expenses or in-kind benefits constitutes “deferred compensation” under Section 409A, such reimbursement or benefit shall be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.”

Separation from Service under 409A. Notwithstanding any provision to the contrary in this Agreement: : (i) no No amount shall be payable pursuant to Section 6 8(c) unless the termination of EmployeeExecutive’s employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h1.409A-l(h) of the Department of Treasury Regulations; ; (ii) if Employee If Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits to which Employee Executive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A), including, without limitation, any portion of the additional compensation awarded pursuant to Section 68(c), is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of EmployeeExecutive’s termination benefits shall not be provided to Employee Executive prior to the earlier of (A1) the expiration of the six-month period measured from the date of EmployeeExecutive’s “separation from service” with Verso Paper the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A) or (B2) the date of EmployeeExecutive’s death; provided that upon . Upon the earlier of such dates, all payments deferred pursuant to this Section 9(b)(ii23(b)(ii) shall be paid in a lump sum to EmployeeExecutive, and any remaining payments due under this the Agreement shall be paid as otherwise provided herein; . For the purposes of clarification, any payments that are subject to Section 409A shall not include any payments on the occurrence of an involuntary termination of employment that would satisfy the short-term deferral exclusions described in Section 1.409A-l(b)(4) of the Department of Treasury Regulations or the separation pay exception described in Section 1.409A-l(b)(9) of the Department of Treasury Regulations, and such payments shall be made to Executive immediately upon his termination; (iii) the The determination of whether Employee Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be made by Verso Paper the Company in accordance with the terms of Section 409A and applicable guidance thereunder (including, including without limitation, limitation Section 1.409A-1(i1.409A-l(i) of the Department of Treasury Regulations and any successor provision thereto); ; (iv) for For purposes of Section 409A, EmployeeExecutive’s right to receive installment payments pursuant to Section 6 8(c) shall be treated as a right to receive a series of separate and distinct payments; and and (v) to the extent that any The reimbursement of expenses or in-kind benefits constitutes “deferred compensation” any expense under Section 409A, such reimbursement 6(e) or benefit Section 8(a) shall be provided made no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.”

Separation from Service under 409A. Notwithstanding any provision to the contrary in this Agreement: (ia) no amount shall will be payable pursuant to Section 6 3 unless the termination of Employee’s 's employment constitutes a “"separation from service” " within the meaning of Section 1.409A-1(hl.409A-l(h) of the Department of Treasury Regulations; (iib) if Employee is deemed at the time of his separation from service to be a “"specified employee” " for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent that delayed commencement of any portion of the termination benefits to which Employee is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A), including, without limitation, any portion of the additional compensation awarded pursuant to Section 63, is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s 's termination benefits shall will not be provided to Employee prior to the earlier of (Ai) the expiration of the six-month period measured from the date of Employee’s “'s "separation from service” " with Verso Paper (as such term is defined in the Department of Treasury Regulations issued under Section 409A) or (Bii) the date of Employee’s 's death; , provided that upon the earlier of such dates, all payments deferred pursuant to this Section 9(b)(ii6.2(b) shall will be paid in a lump sum to Employee, and any remaining payments due under this Agreement shall will be paid as otherwise provided herein; (iiic) the determination of whether Employee is a “"specified employee” " for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall will be made by Verso Paper in accordance with the terms of Section 409A and applicable guidance thereunder (including, without limitation, Section 1.409A-1(il.409A-l(i) of the Department of Treasury Regulations and any successor provision thereto); (ivd) for purposes of Section 409A, Employee’s 's right to receive installment payments pursuant to Section 6 shall 3 will be treated as a right to receive a series of separate and distinct payments; and (ve) to the extent that any reimbursement of expenses or in-kind benefits constitutes “"deferred compensation” " under Section 409A, such reimbursement or benefit shall will be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall will not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall will not affect the amount of in-kind benefits provided in any other year.”

Separation from Service under 409A. Notwithstanding any provision to the contrary in this Agreement: : (ia) no No amount shall be payable pursuant to Section 6 Sections 7.1(a) or (b) unless the termination of Employee’s the Executive's employment constitutes a “"separation from service” " within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; and (iib) if Employee If the Executive is deemed at the time of his separation from service to be a “"specified employee” " for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits to which Employee the Executive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A), including, without limitation, any portion of the additional compensation awarded pursuant to Section 6Sections 7.1(a) or (b), is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s the Executive's termination benefits shall not be provided to Employee the Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of Employee’s “the Executive's "separation from service” " with Verso Paper the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A409A of the Code) or (B) the date of Employee’s the Executive's death; provided that upon . Upon the earlier of such dates, all payments deferred pursuant to this Section 9(b)(ii10.2(b) shall be paid in a lump sum to Employeethe Executive, and any remaining payments due under this the Agreement shall be paid as otherwise provided herein; and (iiic) the The determination of whether Employee the Executive is a “"specified employee” " for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be made by Verso Paper the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including, including without limitation, limitation Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); and (ivd) for For purposes of Section 409A409A of the Code, Employee’s the Executive's right to receive installment payments pursuant to Section 6 7.1(a) shall be treated as a right to receive a series of separate and distinct payments; and and (ve) to the extent that any The reimbursement of expenses or in-kind benefits constitutes “deferred compensation” any expense under Section 409A, such reimbursement 4.2 or benefit Section 7.1 shall be provided made no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.”7

Separation from Service under 409A. Notwithstanding any provision to the contrary in this Agreement: : (i1) no No amount shall be payable pursuant to Section 6 2 unless the termination of EmployeeExecutive’s employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury RegulationsRegulations with respect to the Company; and (ii2) if Employee If Executive is deemed at the time of his their separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits to which Employee Executive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A), including, without limitation, any portion of the additional compensation awarded pursuant to Section 6, ) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of EmployeeExecutive’s termination benefits shall not be provided to Employee Executive prior to the earlier of (Ai) the expiration of the six-month period measured from the date of EmployeeExecutive’s “separation from service” with Verso Paper the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A) or (Bii) the date of EmployeeExecutive’s death; provided that upon . Upon the earlier of such dates, all payments deferred pursuant to this Section 9(b)(ii4(b)(2) shall be paid in a lump sum to EmployeeExecutive, and any remaining payments due under this the Agreement shall be paid as otherwise provided herein; and (iii3) the The determination of whether Employee Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his their separation from service shall be made by Verso Paper the Company in accordance with the terms of Section 409A and applicable guidance thereunder (including, including without limitation, limitation Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); and (iv4) for For purposes of Section 409A, EmployeeExecutive’s right to receive installment payments pursuant to Section 6 2(b) shall be treated as a right to receive a series of separate and distinct payments; and and (v5) to the extent that any reimbursement of expenses or in-kind benefits constitutes “deferred compensation” under Section 409A, such reimbursement or benefit shall be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of any in-kind benefits provided in any other year.”

Separation from Service under 409A. Notwithstanding any provision to the contrary in this Agreement: : (ia) no No amount shall be payable pursuant to Section 6 Sections 7.1(a), (b) or (g) unless the termination of Employee’s the Executive's employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; and (iib) if Employee If the Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits to which Employee the Executive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A), including, without limitation, any portion of the additional compensation awarded pursuant to Section 6Sections 7.1(a), (b) or (g), is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s the Executive's termination benefits shall not be provided to Employee the Executive prior to the earlier of (Ai) the expiration of the six-month period measured from the date of Employee’s the Executive's “separation from service” with Verso Paper the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A409A of the Code) or (Bii) the date of Employee’s the Executive's death; provided that upon . Upon the earlier of such dates, all payments deferred pursuant to this Section 9(b)(ii10.2(b) shall be paid in a lump sum to Employeethe Executive, and any remaining payments due under this the Agreement shall be paid as otherwise provided herein; and (iiic) the The determination of whether Employee the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be made by Verso Paper the Company in accordance with the terms of Section 409A and applicable guidance thereunder (including, including without limitation, limitation Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); and (ivd) for For purposes of Section 409A, Employee’s the Executive's right to receive installment payments pursuant to Section 6 7.1(a) shall be treated as a right to receive a series of separate and distinct payments; and and (ve) to the extent that any The reimbursement of expenses or in-kind benefits constitutes “deferred compensation” any expense under Section 409A3.4, such reimbursement 4.2 or benefit 7.1 shall be provided made no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.”

Separation from Service under 409A. Notwithstanding any provision to the contrary in this Agreement: (i) no amount shall be payable pursuant to Section 6 unless the termination of Employee’s employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; (ii) if Employee is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent that delayed commencement of any portion of the termination benefits to which Employee is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A), including, without limitation, any portion of the additional compensation awarded pursuant to Section 6, is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s termination benefits shall not be provided to Employee prior to the earlier of (A) the expiration of the six-month period measured from the date of Employee’s “separation from service” with Verso Paper (as such term is defined in the Department of Treasury Regulations issued under Section 409A) or (B) the date of Employee’s death; , provided that upon the earlier of such dates, all payments deferred pursuant to this Section 9(b)(ii) shall be paid in a lump sum to Employee, and any remaining payments due under this Agreement shall be paid as otherwise provided herein; (iii) the determination of whether Employee is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be made by Verso Paper in accordance with the terms of Section 409A and applicable guidance thereunder (including, without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); (iv) for purposes of Section 409A, Employee’s right to receive installment payments pursuant to Section 6 shall be treated as a right to receive a series of separate and distinct payments; and (v) to the extent that any reimbursement of expenses or in-kind benefits constitutes “deferred compensation” under Section 409A, such reimbursement or benefit shall be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.”

Separation from Service under 409A. Notwithstanding any provision to the contrary in this Agreement: (ia) no amount shall will be payable pursuant to Section 6 3 unless the termination of Employee’s employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; (iib) if Employee is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent that delayed commencement of any portion of the termination benefits to which Employee is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A), including, without limitation, any portion of the additional compensation awarded pursuant to Section 63, is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s termination benefits shall will not be provided to Employee prior to the earlier of (Ai) the expiration of the six-month period measured from the date of Employee’s “separation from service” with Verso Paper (as such term is defined in the Department of Treasury Regulations issued under Section 409A) or (Bii) the date of Employee’s death; , provided that upon the earlier of such dates, all payments deferred pursuant to this Section 9(b)(ii6.2(b) shall will be paid in a lump sum to Employee, and any remaining payments due under this Agreement shall will be paid as otherwise provided herein; ; (iiic) the determination of whether Employee is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall will be made by Verso Paper in accordance with the terms of Section 409A and applicable guidance thereunder (including, without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); (ivd) for purposes of Section 409A, Employee’s right to receive installment payments pursuant to Section 6 shall 3 will be treated as a right to receive a series of separate and distinct payments; and (ve) to the extent that any reimbursement of expenses or in-kind benefits constitutes “deferred compensation” under Section 409A, such reimbursement or benefit shall will be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall will not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall will not affect the amount of in-kind benefits provided in any other year.”

Separation from Service under 409A. Notwithstanding any provision to the contrary in this Agreement: : (ia) no No amount shall be payable pursuant to Section 6 Sections 7.1(a) or (b) unless the termination of Employee’s the Executive's employment constitutes a “"separation from service” " within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; and (iib) if Employee If the Executive is deemed at the time of his separation from service to be a “"specified employee” " for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits to which Employee the Executive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A), including, without limitation, any portion of the additional compensation awarded pursuant to Section 6Sections 7.1(a) or (b), is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s the Executive's termination benefits shall not be provided to Employee the Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of Employee’s “the Executive's "separation from service” " with Verso Paper the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A409A of the Code) or (B) the date of Employee’s the Executive's death; provided that upon . Upon the earlier of such dates, all payments deferred pursuant to this Section 9(b)(ii10.2(b) shall be paid in a lump sum to Employeethe Executive, and any remaining payments due under this the Agreement shall be paid as otherwise provided herein; and (iiic) the The determination of whether Employee the Executive is a “"specified employee” " for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be made by Verso Paper the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including, including without limitation, limitation Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); and (ivd) for For purposes of Section 409A409A of the Code, Employee’s the Executive's right to receive installment payments pursuant to Section 6 7.1(a) shall be treated as a right to receive a series of separate and distinct payments; and and (ve) to the extent that any The reimbursement of expenses or in-kind benefits constitutes “deferred compensation” any expense under Section 409A, such reimbursement 4.2 or benefit Section 7.1 shall be provided made no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.”8

Separation from Service under 409A. Notwithstanding any provision to the contrary in this Agreement: : (ia) no No amount shall be payable pursuant to Section 6 3.5 or Section 3.6 unless the termination of EmployeeExecutive’s employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; and (iib) if Employee If the Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits to which Employee the Executive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A), including, without limitation, any portion of the additional compensation awarded pursuant to Section 63.5 or Section 3.6, is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employeethe Executive’s termination benefits shall not be provided to Employee the Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of Employeethe Executive’s “separation from service” with Verso Paper the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A409A of the Code) or (B) the date of Employeethe Executive’s death; provided that upon . Upon the earlier of such dates, all payments deferred pursuant to this Section 9(b)(ii9.2(b) shall be paid in a lump sum to Employeethe Executive, and any remaining payments due under this the Agreement shall be paid as otherwise provided herein; and (iiic) the The determination of whether Employee the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be made by Verso Paper the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including, without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations (and any successor provision thereto); and (ivd) for For purposes of Section 409A, Employeethe Executive’s right to receive installment payments pursuant to Section 6 3.5 or Section 3.6 shall be treated as a right to receive a series of separate and distinct payments; and and (ve) to the extent that any The reimbursement of expenses or in-kind benefits constitutes “deferred compensation” any expense under Section 409A, such reimbursement or benefit 3.3 shall be provided made no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.”

Separation from Service under 409A. Notwithstanding any provision to the contrary in this Agreement: : (ia) no No amount shall be payable pursuant to Section 6 Sections 7.1(a) or (b) unless the termination of Employee’s the Executive's employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; and (iib) if Employee If the Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits to which Employee the Executive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A), including, without limitation, any portion of the additional compensation awarded pursuant to Section 6Sections 7.1(a) or (b), is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s the Executive's termination benefits shall not be provided to Employee the Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of Employee’s the Executive's “separation from service” with Verso Paper the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A409A of the Code) or (B) the date of Employee’s the Executive's death; provided that upon . Upon the earlier of such dates, all payments deferred pursuant to this Section 9(b)(ii10.2(b) shall be paid in a lump sum to Employeethe Executive, and any remaining payments due under this the Agreement shall be paid as otherwise provided herein; and (iiic) the The determination of whether Employee the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be made by Verso Paper the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including, including without limitation, limitation Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); and (ivd) for For purposes of Section 409A409A of the Code, Employee’s the Executive's right to receive installment payments pursuant to Section 6 7.1(a) shall be treated as a right to receive a series of separate and distinct payments; and and (ve) to the extent that any The reimbursement of expenses or in-kind benefits constitutes “deferred compensation” any expense under Section 409A, such reimbursement 4.2 or benefit Section 7.1 shall be provided made no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.”