Resignation of Chief Executive OfficerOn February 8, 2010, our board of directors accepted the resignation of Mark A. Suwyn as our chief executive officer, effective February 8, 2010. Mr. Suwyn had been elected on January 18, 2010, to serve as our chief executive officer on an interim basis until a successor to our former president and chief executive officer was elected. Mr. Suwyn will remain as our chairman and as a member of our board of directors.
Election of Director and President and Chief Executive Officer
On February 8, 2010, our board of directors elected E. Thomas Curley, age 54, to serve as a director and as our president and chief executive officer, effective February 8, 2010. From 2002 to 2009, Mr. Curley served as president of the Rolls-Royce Energy business, which provides leading-technology gas compression and power generation equipment and service support to customers in nearly 80 countries. Previously, he served as president of Oil & Gas for the Rolls-Royce Energy business, and b efore that as vice-president and general manager of the Rotating Products segment of Cooper Energy Services, a division of Cooper Cameron Corporation. Mr. Curley began his career at General Electric Company, where he served in a variety of management positions over a 15-year career, before moving to Caterpillar Inc. and then to Cooper Energy Services.
The compensation committee of our board of directors has approved an employment agreement for Mr. Curley with NewPage Corporation, an award agreement with NewPage under our 2010 executive long-term incentive plan, and a non-qualified stock option agreement with our parent, NewPage Group Inc. Each of these agreements was executed by the parties effective February 8, 2010.
The employment agreement provides for an annual base salary of $550,000 and a target bonus of 100% of Mr. Curley's base salary under our performance excellence plan and our profit sharing plan. The employment agreement also provides for a severance payment equal to twice Mr. Curley's base salary upon termination of his employment, unless the termination is by us for cause or by Mr. Curley without good reason.
The long-term incentive plan award agreement provides for a performance award of $1,500,000, which will be payable if NewPage achieves annual performance goals established each year by the compensation committee during the three years ending December 31, 2012.
The option award provides an option to purchase 1,271,550 shares of NewPage Group Inc. common stock at an exercise price of $2.00 per share. One-half of these options will vest in three equal increments at the end of each of the three years ending December 31, 2012, if Mr. Curley remains as an employee on each vesting date. One-half of these options will vest in three equal increments at the end of each of the three years ending December 31, 2012, if Mr. Curley remains as an employee on each vesting date and if NewPage achieves as of each vesting date annual performance goals established each year by the compensation committe e.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
