EXHIBIT 99.3
August 28, 2001
Westvaco Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
RE: Side Letter
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In connection with the Agreement and Plan of Merger, dated as of August 28,
2001, by and among MW Holding Corporation, Xxxxxxx Merger Sub Corporation,
Xxxxxxx Merger Sub Corporation, The Xxxx Corporation and Westvaco Corporation
(the "Merger Agreement"), this will confirm our agreement as follows:
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1. Defined Terms. Defined terms used herein shall have their respective
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meanings as set forth in the Merger Agreement.
2. Xxxxxxx X. Xxxx. The parties have agreed that Xxxxxxx X. Xxxx shall be
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offered an amendment to his Severance Agreement which provides that (i) he
accepts the position with Parent set forth on Exhibit B to the Merger Agreement
with Parent, (ii) he will not be required to move to Stamford, but will commute
as necessary to provide his services, and (iii) at any time during the eighteen
months immediately following the Effective Date, he may terminate his own
employment for any reason and such termination shall be treated as a termination
for Good Reason (within the meaning of his Severance Agreement) for all purposes
of his Severance Agreement.
3. Xxxxxx X. Xxxxx Xxxxxxxxx. The parties have agreed that the amount of
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the minimum lump sum severance amount provided in Section 8(b)(i) of the
Employment Agreement provided for in Section 6.18 of the Merger Agreement by and
among Xxxxxx X. Xxxxx, The Xxxx Corporation, and MW Holding Corporation shall be
$7.8 million.
4. Third Party Beneficiaries. Both Xxxxxxx X. Xxxx and Xxxxxx X. Xxxxx
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shall be third party beneficiaries of this Letter Agreement.
Westvaco Corporation
August 28, 2001
Sincerely,
The Xxxx Corporation
/s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Chairman of the Board,
President and Chief
Executive Officer
Agreed to and accepted by:
MW Holding Corporation
/s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President
Westvaco Corporation
/s/ Xxxx X. Xxxx, Xx.
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Name: Xxxx X. Xxxx, Xx.
Title: Chairman of the Board,
President and Chief
Executive Officer
