If there is a Qualifying Termination and the Participant signs a Release within 45 days following the Qualifying Termination and does not revoke the Release as permitted by law, the Company will provide the following payments and benefits, subject to the terms of the Plan, on the 60th day following the Qualifying Termination:

Benefits Payments. Upon completion of appropriate forms and subject to applicable terms and conditions under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company shall continue to provide Executive medical insurance coverage to the same extent that such insurance continues to be provided to similarly situated executives at the time of Executive’s termination with the cost of the regular premium for such benefits shared in the same relative proportion by Company and Executive as in effect on the last day of employment (the “COBRA Payment”), until the earlier to occur of: # twelve (12) months following Executive’s termination date, or # the date Executive becomes eligible for medical benefits with another employer. Notwithstanding the foregoing, if Executive’s COBRA Payment would cause the applicable group health plan to be discriminatory and, therefore, result in adverse tax consequences to Executive, Company shall, in lieu of the COBRA Payment, provide Executive with an equivalent monthly cash payment, minus deduction of all amounts required to be deducted or withheld under applicable law, for any period of time Executive is eligible to receive the COBRA Payment. Executive shall bear full responsibility for applying for COBRA continuation coverage and Company shall have no obligation to provide Executive such coverage if Executive fails to elect COBRA benefits in a timely fashion.

Payments & Benefits. Except as may otherwise be provided in a Participant’s Participation Notice, in the event of a Qualifying Termination, the Company, directly or through an Affiliate, will pay the Participant the Accrued Amounts, if any, on the date of such Qualifying Termination. In addition, subject to Sections 5 and 6 and a Participant’s continued compliance with the provisions of any agreement with the Company or any Affiliate, including, without limitation, the Participant’s Proprietary Information Agreement, in the event of a Qualifying Termination, the Participant shall be entitled to the payments and benefits described in this Section 4, subject to the terms and conditions of the Plan.

Retirement Payments and Benefits. Without admission of any liability, fact or claim, the Company hereby agrees, subject to this Agreement becoming effective and irrevocable within forty-five days following the Retirement Date and continued compliance with the terms and conditions of the Proprietary Information and Inventions Agreement entered into between Executive and the Company (the “Confidentiality Agreement”), to provide Executive the severance benefits set forth below. Specifically, the Company and Executive agree as follows:

If the employment of an Eligible Participant is terminated by the Company without Cause or the Eligible Participant resigns from employment with the Company for Good Reason, then, in addition to the Accrued Benefits, subject to the Eligible Participant’s full execution of a separation agreement and release (including seeking independent legal advice on such separation agreement and release before execution and obtaining a certificate of such legal advice if required by the Company) in a form and manner satisfactory to and provided by the Company that contains, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement provisions, a reaffirmation of all of the Eligible Participant’s Continuing Obligations, and, if applicable, a confirmation of the Eligible Participant’s resignation from all officer, trustee and board member positions that the Eligible Participant holds with the Company or any of its respective subsidiaries and affiliates, and shall provide that if the Eligible Participant breaches any of the Continuing Obligations, all payments of the severance payments and benefits shall immediately cease (the “Separation Agreement and Release”), and the Separation Agreement and Release becoming irrevocable, all within the time frame set forth in the Separation Agreement and Release but in no event to exceed 60 days from the Date of Termination: # the Company shall pay to the Eligible Participant an amount equal to the sum of # nine months of ACTIVE/106457950.7

Additional Payments and Benefits. The Executive shall also be entitled to:

If a Change in Control occurs and within a period of twenty-four (24) months thereafter, the Executive incurs a Separation from Service on account of # an involuntary termination by the Company for reasons other than death, Disability or Cause, or # a voluntary termination elected by the Executive for Good Reason, then subject to # the Executive signing and not revoking a separation and general release agreement (the “Release”) in a form provided by the Company as may be in use from time to time, and # [Section 4] below, the Executive shall receive (and the Company (or any successor thereto) shall pay, award and/or provide):

If a Change in Control occurs and within a period of twenty-four (24) months thereafter, Executive incurs a Separation from Service on account of # an involuntary termination by the Company for reasons other than death, Disability or Cause, or # a voluntary termination elected by the Executive for Good Reason, then subject to # Executive signing and not revoking a separation and general release agreement (the "Release") in a form provided by the Company as may be in use from time to time, and # [Section 4] below, Executive shall (and the Company (or any successor thereto) shall pay, award and/or provide):

Other Payments and Benefits. In addition to the Termination Benefits, the Company agrees to provide the following payments and benefits to Employee:

Other Payments and Benefits. The Termination Benefits are not in lieu of, but are in addition to, # amounts owed Employee by [[Verso:Organization]], but not yet paid, upon termination of Employee’s employment (for example, Employee’s unpaid salary through the date of termination) and # benefits to which Employee may be entitled under any and all other policies, plans and procedures of [[Verso:Organization]] applicable to Employee, to the extent not duplicative of the benefits set forth herein. The determination of whether a payment or other benefit is duplicative will be within the sole discretion of [[Verso:Organization]]. For clarity, without limiting the generality of the foregoing sentence, Employee will not be entitled to any benefits under any severance policy for employees of [[Verso:Organization]], unless Employee specifically is approved in writing by [[Verso:Organization]] to receive any such benefits under any such severance policy and such approval is explicit that such benefits are in addition to the benefits provided under this Agreement.