VERSO CORPORATION (NYSE:VRS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

VERSO CORPORATION (NYSE:VRS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02

Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On June30, 2017, Peter H. Kesser resigned from his positions as
the Senior Vice President, General Counsel and Secretary of Verso
Corporation (Verso) and as a director and the Senior Vice
President, General Counsel and Secretary of Versos subsidiaries.
On the same date and in connection with his departure, Verso and
Mr.Kesser entered into a separation agreement under which Verso
agreed to provide certain payments and other benefits to
Mr.Kesser. These payments and benefits include the following:

$624,750, payable in 12 equal monthly installments, as
compensation for the performance of his obligations under a
confidentiality and non-competition agreement with Verso (the
CNC agreement);
$357,000 as severance under Versos severance policy;
$196,288 as a contribution equivalent to two years of lost
retirement benefits to his Verso deferred compensation plan
account;
$110,943 as a prorated, discounted portion of his
target-level annual incentive award payable under Versos
incentive plan for 2017;
$49,877 (estimate) of premiums and administrative fees for 36
months (6 months fully subsidized and 30months partially
subsidized) of continued medical and dental insurance
coverage for him and his eligible dependents;
$38,805 or a formula-based, to-be-determined amount,
whichever is greater, in lieu of the issuance by Verso of
7,761 shares of ClassA common stock upon the accelerated
vesting of restricted stock units previously granted to him
under Versos performance incentive plan;
$31,238 as the second installment of his retention bonus
under Versos 2016 retention plan; and
at least $81,417 consisting of housing and relocation
subsidies and payments in lieu of his prorated 2017
contribution under Versos supplemental salary retirement
program, unused vacation time, executive-level outplacement
services, a fully paid, two-year individual term life
insurance policy, and his remaining allowance under Versos
executive financial counseling policy for the current program
year.

The total value of these payments and other benefits is
approximately $1.5million. Mr.Kesser also is entitled to his
accrued, vested benefits under Versos retirement and deferred
compensation plans. Mr.Kesser provided Verso with a release of
claims and agreed to comply with certain non-competition,
non-solicitation
and other covenants under the separation agreement and the CNC
agreement.

The foregoing
summary of the separation agreement between Verso and Mr.Kesser
does not purport to be complete and is subject to, and qualified
in its entirety by, the full text of such agreement, a copy of
which is filed as Exhibit 10.1 to this report and is incorporated
herein by reference.


Item 5.02

(d)


Exhibit Number


Description

10.1 Separation agreement, dated June30, 2017, between Verso
Corporation and Peter H. Kesser.


Verso Corp Exhibit
EX-10.1 2 d422031dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 CONFIDENTIAL        Verso Corporation 8540 Gander Creek Drive Miamisburg,…
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