Severance Agreement, dated January 27, 2021, by and between Verso Corporation and Randy J. Nebel

Certain Definitions. Capitalized terms used, but not defined, elsewhere in this Agreement will for purposes of this Agreement have the meanings defined for such terms below.

“Bonus Target” means the amount of annual cash incentive bonus that Employee would receive for the full year in which Employee’s termination of employment occurs, if all of Verso’s and Employee’s performance goals applicable to Employee’s incentive bonus for such year (as such bonus arrangement is in effect at time of termination of Employee’s employment) were achieved at the target level of performance.

“Cause” means that any one or more of the following has occurred:

Employee’s indictment for, conviction of, or pleading guilty or nolo contendere to, a felony (other than motor vehicle offenses the effect of which do not materially impair Employee’s performance of Employee’s duties to Verso).  

Employee’s willful failure to substantially perform the material duties of Employee’s position with Verso (other than any such failure resulting from Employee’s incapacity due to physical or mental illness), provided that Employee have been provided written notice of such failure and, if such failure is curable, Employee has not cured the failure to the satisfaction of Verso within 15 days after delivery of such notice.

Employee’s willful failure to obey legal orders consistent with Employee’s position at Verso given in good faith by Verso’s Board of Directors, other than any such failure resulting from incapacity due to physical or mental illness; provided, however, that Employee has been given written notice of such failure and, if such failure is curable, Employee has not cured the failure to the satisfaction of Verso within 15 days after delivery of such notice.

Employee’s willful misconduct or breach of fiduciary duty (including, without limitation, any act of fraud, embezzlement, or dishonesty) which causes or

is reasonably expected to result in material injury to Verso or its business reputation.

Employee’s entering into an agreement or consent decrease or being the subject of any regulatory order that in any of such cases prohibits Employee from serving as an officer or director of a company that has publicly-traded securities.

Employee’s material breach of any agreement that Employee may have with Verso or of any written policies or procedures of Verso, which is injurious to Verso; provided, however, that Employee has been given written notice of such failure and, if such breach is curable, Employee has not cured the breach to the satisfaction of Verso within 15 days after delivery of such notice.

“Change in Control” means that any one or more of the following have occurred:  

A transaction or series of transactions occurs whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), directly or indirectly acquires beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of securities of Verso possessing more than 50% of the total combined voting power of Verso's securities outstanding immediately after such acquisition.

During any period of two consecutive calendar years, the Continuing Directors cease to constitute at least a majority of the board of directors of Verso (“Board”). For purposes of this definition, the term “Continuing Director” means any director who was (a) a member of the Board at the beginning of the two-year period, or (b) elected to the Board by Verso’s stockholders, or (c) appointed to the Board by a majority of the Continuing Directors then serving on the Board; in the case of clause (b) and (c), whose election or appointment to the Board did not occur in connection with any actual or threatened director election contest or proxy solicitation contest or any transaction or proposed transaction involving Verso or any subsidiary of Verso.

Verso, directly, or indirectly through one or more subsidiaries or intermediaries, enters into an agreement to, or consummates, a sale or other disposition of all or substantially all of Verso's assets in any single transaction or series of transactions (including pursuant to a spin-off, split-up or similar transaction) (each, a “Sale of Substantially All Assets”). Without limiting the generality of the foregoing sentence, and subject to the exclusions below, a Sale of Substantially All Assets will include the sale or other disposition, within any two-year period, in any one transaction or series of transactions, of more than two-thirds of the mills (whether determined by reference to mill-generated revenue or by number of mills) owned by Verso and its subsidiaries at the beginning of the two-year period.  For purposes of this clause (3), however, in determining whether a Sale of Substantially All Assets has occurred the following assets and mills (or sales of assets and mills, as the case may be) shall be disregarded (together, any sales of such assets and mills, including related assets and real estate) are referred to as the “Excluded Sales”): (a) all or any portion of Verso’s mills,

including related assets and real estate, in Duluth, MN, Wisconsin Rapids, WI, and Luke MD, (b) all or any portion of Consolidated Water Power Company, including related assets and real estate, and (c) any disposition of assets (including mills) that has been proposed as of, or that occurred prior to, the effective date of this Agreement.

Verso, whether directly involving Verso or indirectly involving Verso through one or more subsidiaries or intermediaries, enters into an agreement to or consummates (a) a merger, combination, consolidation, conversion, exchange of securities, reorganization or business combination, or (b) an acquisition of the assets or stock of another entity, in any single transaction or series of transactions, which event results in the voting securities of Verso outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving or another entity) at least 66% percent of the combined voting power of the voting securities of Verso or such surviving or other entity outstanding immediately after such event.

Any transaction or series of transactions that has the substantial effect of any one or more of the foregoing events occurs.

“Disability” means Employee’s physical or mental illness or incapacity that, as determined by a physician selected by Verso, has rendered or will render Employee unable to perform Employee’s duties hereunder with or without reasonable accommodation as required by applicable law (including some additional period of leave) for a period of 120 consecutive days (including weekends and holidays) or for 180 days within any twelve (12) month period.

“Eligible Termination” means a termination of Employee’s employment with Verso either (1) by Verso without Cause (and other than due to Employee’s death or Disability) or (2) by Employee for Good Reason. For clarity, if Employee ceases to be employed by Verso Corporation or one of its subsidiaries (referred to in this paragraph as the “Verso group of companies”), but continues immediately thereafter to be employed by any other company in the Verso group of companies, such transition of Employee’s employment within the Verso group of companies will not be considered a termination of Employee’s employment by Verso.

“Good Reason” means that any one or more of the following events has occurred without Employee’s written consent:

a material reduction by Verso in Employee’s annual base salary or target-level annual incentive award opportunity, other than a general reduction in the base salaries or target-level annual incentive award opportunities of all or substantially all of Verso’s executives;

a material demotion by Verso with respect to Employee’s job duties and responsibilities; or

Verso’s material breach of any material agreement between Employee and Verso;

“Monthly Base Salary” means Employee’s annualized rate of base salary from Verso as in effect immediately prior to termination of Employee’s employment with Verso, divided by 12.

“Prorated Bonus” means, if Employee’s employment with Verso terminates other than on a December 31, the annual cash incentive award payable to Employee under the applicable annual incentive bonus plan of Verso (such as the Verso Incentive Plan (VIP)) in which Employee participates for the year in which Employee’s termination occurs, which will be (1) prorated on a daily basis with respect to the period of Employee’s employment with Verso during such year, (2) based on Verso’s actual level of achievement of its performance objectives for such year (for the entire year, even though Employee’s employment terminated during the year), (3) based on the assumption that Employee satisfied all of Employee’s performance goals at target level and service criteria for the receipt of such incentive award, and (4) payable to Employee at the same time that Verso pays its annual cash incentive awards under the applicable incentive plan to its executive officers generally (but in no event later than March 15 of the immediately following year).

“Separation from Service” means a “separation from service” with Verso, as such term is defined in Treasury Regulation 1.409A-1(h), or any successor thereto, promulgated under the Internal Revenue Code of 1986, as amended (“IRC”). For the avoidance of doubt, references to a “separation,” “termination,” “termination of employment” or like terms means a “Separation from Service.”

Termination Benefits

Entitlement. In the event of Employee’s Separation from Service from Verso in an Eligible Termination, Employee will be entitled to the payments and benefits identified in section 2.2, below, subject to the terms and conditions of this Agreement and provided that the Severance Conditions set forth in section 2.7 are met.

Termination Allowance and Other Benefits.  If Employee is entitled to payments and benefits pursuant to this Section 2.2, Verso will pay a termination allowance (“Termination Allowance”) to Employee and provide to Employee the other benefits described in this Section 2.2 (collectively with the Termination Allowance, the “Termination Benefits”).  As specified below, the level of Termination Benefits provided will be determined based on whether (a) the Separation from Service is not in connection with a Change in Control and not within 12 months after a Change in Control or (b) the Separation from Service is

in connection with a Change in Control or occurs within twelve calendar months after the month in which a Change in Control occurs (a “Change in Control Termination”).

Termination Allowance. Employee’s Termination Allowance will equal the sum of (a) Employee’s Monthly Base Salary multiplied by eighteen (18) plus (b) Employee’s Bonus Target multiplied by one and one-half (1.5); provided, however, that if the Eligible Termination is a Change in Control Termination, Employee’s Termination Allowance will equal the sum of (x) Employee’s Monthly Base Salary multiplied by twenty-four (24) plus (y) Employee’s Bonus Target multiplied by two (2).  Verso will pay the Termination Allowance to Employee, less all applicable reductions, taxes and other withholdings, in a lump sum cash payment within 60 days following Employee’s Separation from Service, provided that if the period for Employee to provide (and not revoke) the Release defined below spans two calendar years, the payment will be made in the second of such two years (and within the 60-day period following Employee’s Separation from Service).

Prorated Bonus. Verso will pay the Prorated Bonus to Employee, less all applicable reductions, taxes and other withholdings, when payment of the applicable incentive bonus would have been paid to Employee in the normal course if Employee had remained employed with Verso through the end of the applicable year.

Outplacement Services. Verso will provide Employee with outplacement services using a provider selected by Verso in its reasonable discretion and paid for in full by Verso, (a) for eighteen (18) months or (b) if shorter, until Employee becomes re-employed with another employer.

COBRA. If Employee elects to receive continued medical and dental insurance coverage provided by Verso for Employee and Employee’s eligible dependents, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then Employee will be reimbursed by Verso for the amount of Employee’s COBRA premiums to continue the coverage that was in effect immediately prior to Employee’s termination of employment with Verso, for eighteen (18) months; provided, however, that such period shall be twenty-four (24) months in the case of a Change in Control Termination. If elected, such coverage will begin on the first day of the month immediately following the date of termination of Employee’s employment, and Verso’s obligations with respect to such continued coverage will cease upon the first to occur of Employee’s death, the date that Employee becomes eligible for coverage under the health plan of a future employer, or the date that Verso ceases to offer group health coverage to its active executive employees or Verso is otherwise under no obligation to offer COBRA continuation coverage to Employee; provided, further, that Verso’s obligations with respect to such continued coverage are subject to Verso’s ability to comply with applicable law and provide such benefit without resulting in adverse tax consequences.

Payment of Termination Benefits; Taxes. The Termination Benefits will be payable as and when prescribed above in section 2.2, subject to any delays and modifications that may be required in accordance with the provisions of this

Agreement set forth below under the heading “Tax Matters.” In the event any withholding is required with respect to any Termination Benefits or amounts owed Employee by Verso, Verso may deduct the applicable reductions, taxes and other withholdings from the applicable payment or benefit or from any other amounts otherwise payable to Employee, or it may require Employee to make arrangements reasonably satisfactory to Verso to provide for such withholding amounts. Except for Verso’s withholding rights, Employee will be solely responsible for Employee’s own tax liability with respect to participation in this Agreement.

No Termination Benefits. Verso will not be obligated to pay or provide any Termination Benefits to Employee under this Agreement if (1) Employee’s employment is terminated under any circumstance other than those set forth in Section 2.2, above, including, without limitation, if Employee quits or resigns for any reason that is not Good Reason, if Verso terminates Employee’s employment for Cause, or in the event Employee’s employment ends due to Employee’s death or Disability, or (2) any of the Severance Conditions are not timely satisfied.  Employee agrees to reasonably cooperate with Verso and any physician selected by Verso, including providing such information as Verso or such physician may reasonably request and submitting to an examination by such physician, in connection with a determination as to whether or not Employee has a Disability.

Other Payments and Benefits. The Termination Benefits are not in lieu of, but are in addition to, (1) amounts owed Employee by Verso, but not yet paid, upon termination of Employee’s employment (for example, Employee’s unpaid salary through the date of termination) and (2) benefits to which Employee may be entitled under any and all other policies, plans and procedures of Verso 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. 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, unless Employee specifically is approved in writing by Verso 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.

Equity Programs. This Agreement does not modify or apply as to any stock option, restricted stock, stock unit, or other equity award granted pursuant to the Verso Corporation Performance Incentive Plan (or any successor Verso equity incentive plan). In the event of any termination of employment, any such equity award will be governed by the applicable award agreement and the terms of the plan under which it was granted.

Severance Conditions. The payment of Termination Benefits is subject to all the following conditions precedent (“Severance Conditions”):

Employee must work until Employee’s last day of employment by Verso as reasonably instructed by Verso, provided that if Employee has accrued vacation that Employee may take, taking such vacation will not be a violation of this requirement; and Employee must fulfill in all material respects all of Employee’s duties to Verso in good faith through that date.

Employee must meet, in all material respects through the date that Employee’s Termination Allowance is actually paid to Employee, all of Employee’s obligations under this Agreement, the Restrictive Covenant Agreement, and all other agreements, if any, between Employee and Verso that survive termination of Employee’s employment with Verso.

Employee must execute and not revoke a Waiver and Release of Claims Agreement (“Release”) in accordance with the timing and other requirements set forth in this paragraph. The Release must be signed in connection with the termination of Employee’s employment with Verso and not any earlier than Verso may prescribe. The Release will be in substantially the form attached hereto as Exhibit A, with such changes as Verso may reasonably believe are necessary or advisable to comply with applicable laws, rules and regulations or as Verso may otherwise believe are appropriate and consistent with the purposes and intent of the Release.  Verso will provide the final form of Release to Employee no later than ten (10) days following Employee’s termination of employment, and Employee will be required to execute and return the Release to Verso within twenty-one (21) days (or forty-five (45) days if such longer period of time is required to make the Release maximally enforceable under applicable law) after Verso provides the form of Release to Employee.

If as of Employee’s last day of employment with Verso, Employee is no longer or otherwise not party to a Restrictive Covenant Agreement providing that Employee will not compete with Verso for a period of at least eighteen (18) months after Employee’s Separation of Service from Verso, then Employee must execute and not revoke a Restrictive Covenant Agreement requiring Employee not to compete with Verso (or solicit Verso employees or customers) for 18 months after Employee’s Separation from Service, and Employee will be required to execute and return the Restrictive Covenant Agreement to Verso not later than the date on which Employee must provide the Release to Verso. In such circumstances, Verso will provide the form of Restrictive Covenant Agreement to Employee not later than the last day of the period of time in which Verso has to provide the form of Release to Employee.

Resignations.  Upon termination of Employee’s employment for any reason, Employee will be deemed to have resigned from all offices and directorships, if any, then held with Verso or any of its affiliates, and, at Verso’s request, Employee will execute such documents as are necessary or desirable to effectuate such resignations.

Employee’s Representations.  Employee hereby represents and warrants all of the following to Verso:

The execution, delivery and performance of this Agreement by Employee does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Employee is a party or by which he or she is bound.

Employee is not a party to or bound by any employment agreement, non-compete agreement, confidentiality agreement or other restriction with any other person or entity, which would be breached by entering into this Agreement.

Upon the execution and delivery of this Agreement by Verso, this Agreement will be the valid and binding obligation of Employee, enforceable in accordance with its terms. Employee hereby acknowledges and represents that he has consulted with independent legal counsel regarding his or her rights and obligations under this Agreement and that he or she fully understands the terms and conditions contained in this Agreement.

Tax Matters.

Section 409A.

The Termination Benefits described herein are intended to be exempt from or comply with the provisions of Section 409A of the IRC, as well as any regulations or other guidance issued by the Secretary of Treasury and the Internal Revenue Service (collectively, “Section 409A”), so as to avoid the imposition of any tax, penalty or interest under Section 409A. To the extent such section or regulations apply, the provisions hereof will be construed and interpreted accordingly.

It is intended that (a) each payment or installment of payments provided hereunder is a separate “payment” for purposes of Section 409A and (b) the payments satisfy, to the maximum extent possible, the exemptions from the application of Section 409A, including those exceptions provided under Treasury Regulations 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two year exception for separation pay), and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay).

Notwithstanding anything to the contrary herein, if Verso determines that (a) on the date of Employee’s Separation from Service or at such other time that Verso determines to be relevant, Employee is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of Verso and (b) any payments to be provided to Employee pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the IRC or any other taxes or penalties imposed under Section 409A (“Section 409A Taxes”) if provided at the time otherwise required hereunder, then such payments will be delayed until the date that is six months after the date of Employee’s Separation from Service with Verso (or if earlier, Employee’s death) if and to the extent such delay is required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A. Any payments delayed pursuant to this section will be made in a lump sum (without interest) on the first day of the seventh month following Employee’s Separation from Service (or, if earlier, within 30 days after the date of Employee’s death).

Notwithstanding any other provision hereof to the contrary, in no event will any payment hereunder that constitutes “deferred compensation” for purposes of Section 409A and the Treasury Regulations promulgated thereunder be subject to offset (excluding any forfeiture of benefits hereunder) by any other amount unless otherwise permitted by Section 409A.

Section 280G.

If it is determined (as hereafter provided) that any payment or distribution by Verso to or for Employee’s benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, Agreement, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the IRC (or any successor provision thereto) by reason of being contingent on a change in ownership or effective control of Verso or of a substantial portion of the assets of Verso, within the meaning of Section 280G of the IRC (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest or penalties, are hereafter collectively referred to as the “Excise Tax”), then, in the event that the after-tax value of all Payments to Employee (such after-tax value to reflect the reduction for the Excise Tax and all federal, state and local income, employment and other taxes on such Payments) would, in the aggregate, be less than the after-tax value to Employee (reflecting a reduction for all such taxes in a like manner) of the Safe Harbor Amount (as defined below), (a) the cash portions of the Payments payable to Employee under this Agreement will be reduced, in the reverse order in which they are due to be paid commencing with the latest such payment, until the Parachute Value (as defined below) of all Payments paid to Employee, in the aggregate, equals the Safe Harbor Amount, and (b) if the reduction of the cash portions of the Payments, payable under this Agreement, to zero would not be sufficient to reduce the Parachute Value of all Payments to the Safe Harbor Amount, then any other Payments payable to Employee under any other agreements, policies, plans, programs or arrangements will be reduced until the Parachute Value of all Payments paid to Employee, in the aggregate, equals the Safe Harbor Amount.

If a reduction in Payments is required pursuant to section 5.2(1), then Payments will first be reduced or eliminated (if and to the extent necessary) by reducing any Payment that is treated as contingent on the change in ownership or control but is not covered by Treas. Reg. Section 1.280G-1 Q/A 24(b) or (c), then from any Payment that is covered by Treas. Reg. Section 1.280G-1 Q/A 24(c), in each case in reverse order beginning with Payments which are to be paid the farthest in time from applicable event. All calculations under this section will be determined by a national accounting firm selected by Verso (which may include Verso’s outside auditors) and will be provided to Verso and Employee within 15 days prior to the date on which any Payment is payable to Employee. Verso will pay all costs to obtain and provide such calculations to Employee and Verso.

For purposes of this section 5.2, (a) the term “Parachute Value” of a Payment will mean the present value (as of the date of the applicable change in ownership or effective control of Verso or of a substantial portion of the assets of Verso, within the meaning of Section 280G of the IRC) of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the IRC, as determined for purposes of determining

whether and to what extent the Excise Tax will apply to such Payment; and (b) the term “Safe Harbor Amount” will mean 2.99 times Employee’s “base amount” within the meaning of Section 280G(b)(3) of the IRC.

Other Provisions.

Entire Agreement; Amendments.  This Agreement contains the entire agreement of the parties relating to the subject matter herein and supersedes in full and in all respects any prior oral or written agreement, arrangement or understanding between the parties with respect to Employee’s employment with Verso. This Agreement may not be amended or changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.  For clarity, the Restrictive Covenant Agreement is outside of the scope of the foregoing integration provision.

Waivers.  The waiver by either party of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach by the other party. No waiver of any provision of this Agreement will be implied from any course of dealing between the parties hereto or from any failure by either party hereto to assert any rights hereunder on any occasion or series of occasions.

Not an Employment Agreement.  This Agreement does not give Employee any right to continued employment with Verso, and all employees remain subject to discharge to the same extent as if this Agreement had never been adopted.

No Conflicting Agreements.  Employee hereby represents and agrees that he is not a party to or bound by any agreement which would affect or otherwise limit the performance of his obligations hereunder.

Mitigation.  If Employee is eligible to receive Termination Benefits under this Agreement, Employee will not be required to mitigate the amount of such Termination Benefits by seeking employment or otherwise.

Severability and Enforceability. If any provision of this Agreement or the application of any such provision to any party or circumstances will be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances other than those to which it is so determined to be invalid and unenforceable, will not be affected thereby, and each provision hereof will be validated and enforced to the fullest extent permitted by law. Employee agrees the restrictions set forth in this Agreement are reasonable and necessary to protect the interests of Verso. If any of the covenants set forth herein are deemed to be invalid or unenforceable for any reason, the parties contemplate that such provisions will be modified to make them enforceable to the fullest extent permitted by law.

Assignment. The rights and obligations of Verso under this Agreement will inure to the benefit of and will be binding upon the successors and assigns of Verso. Employee acknowledges that the services to be rendered by him are unique and personal, and except as otherwise provided by law, Employee may not assign or transfer, in whole or in part, either directly or by operation of law or otherwise, including without limitation by execution, levy, garnishment, attachment, pledge

or in any manner, any interest that Employee have under this Agreement. If Termination Benefits are due under this Agreement to Employee at a time when Verso determines Employee are unable to care for Employee’s affairs, payment may instead be made directly to Employee’s legal guardian or personal representative. If Employee dies after a termination of employment with Verso and at a time when a Termination Benefits are due to Employee under this Agreement, then Verso may make payment of the applicable Termination Benefits to the executor, personal representative or administrators of Employee’s estate.

Section Headings.  The section headings of, and titles of paragraphs and subparagraphs contained in, this Agreement are for the purpose of convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation thereof.

Choice of Law and Venue. This Agreement will be governed by, construed under, and enforced in accordance with the internal laws of the State of Ohio, without regard to the conflicts-of-law provisions or principles thereof. This Agreement and its subject matter have substantial contacts with the State of Ohio, and any lawsuit or other legal proceeding with respect to this Agreement must be brought in a court of competent jurisdiction in Hamilton County, Ohio, or in the United States District Court for the Southern District of Ohio (Western Division). In any such lawsuit or other legal proceeding, any such court will have personal jurisdiction over all the parties hereto, and service of process upon them under any applicable law, statute or rule will be deemed valid and good.

Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

Electronic Execution; Counterparts. This Agreement may be executed electronically and in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.  Photographic, facsimile and PDF copies of such signed counterparts may be used in lieu of the originals for any purpose.

Notices. Any notices provided hereunder must be in writing and will be deemed effective upon the earlier of two days following personal delivery (including personal delivery by e-mail provided that receipt is confirmed by the recipient by reply email), or on the date received by the recipient by Federal Express or courier, if sent to the recipient address indicated below:

Survival. Anything contained in this Agreement to the contrary notwithstanding, the provisions of this Agreement reasonably expected to be performed or applicable after expiration or termination of this Agreement, will survive termination of this Agreement and any termination of Employee’s employment hereunder.

Legal Counsel. Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice.  Each party has cooperated in the drafting, negotiation and preparation of this Agreement.  Hence, in any construction to be made of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language.