CEO Employment Agreement - Robert A. Olah

Exhibit 10.1


EMPLOYMENT AGREEMENT
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AGREEMENT by and between Crown Vantage Inc., a Virginia corporation (the "Company") and Robert A. Olah (the "Executive"), dated as of the 1st day of September, 1999.


1. Effective Date. The "Effective Date" of this Agreement shall be September
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1, 1999.


2. Employment Period. The Company hereby agrees to continue the Executive in
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its employ, and the Executive hereby agrees to remain in the employ of the
Company, subject to the terms and conditions of this Agreement, for the
period commencing on the Effective Date and ending on December 31, 2001
(the "Employment Period"). Should the Executive remain employed by the
Company following the expiration of the Employment Period, it shall not be
according to, or governed by, the terms of this Agreement in any respect.
Unless the Executive's employment is pursuant to another Agreement, the
Executive shall be employed "at will," according to terms and conditions,
and with compensation and benefits, as are offered by the Company and
accepted by the Executive.


3. Terms of Employment.
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(a) Position and Duties. During the Employment Period, the Executive shall
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be employed as President and Chief Executive Officer of the Company
and shall have such duties, responsibilities and authority as shall be
consistent therewith.


During the Employment Period, and excluding any periods of vacation
and sick leave to which the Executive is entitled, the Executive
agrees to devote reasonable attention and time during normal business
hours to the business and affairs of the Company and, to the extent
necessary to discharge the responsibilities assigned to the Executive
hereunder, to use the Executive's reasonable best efforts to perform
faithfully and efficiently such responsibilities. During the
Employment Period it shall not be a violation of this Agreement for
the Executive to (A) serve on corporate, civic or charitable boards or
committees, (B) deliver lectures, fulfill speaking engagements or
teach at educational institutions and (C) manage personal investments,
so long as such activities do not significantly interfere with the
performance of the Executive's responsibilities as an employee of the
Company in accordance with this Agreement. It is expressly understood
and agreed that to the extent that any such activities have been
conducted by the Executive prior to the Effective Date, the continued
conduct of such activities (or the conduct of activities similar in
nature and scope thereto) subsequent to the Effective Date shall not
thereafter be deemed to interfere with the performance of the
Executive's responsibilities to the Company.


(b) Compensation.
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(i) Base Salary. The Executive shall receive an annual base salary
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("Annual Base Salary") of $375,000 during the Employment Period.
The Annual Base Salary


shall be paid in equal monthly installments or more frequently.
During the Employment Period, the Annual Base Salary shall be
reviewed at least every 12 months. Any increase in Annual Base
Salary shall not serve to limit or reduce any other obligation
to the Executive under this Agreement. Annual Base Salary shall
not be reduced after any such increase and the term Annual Base
Salary as utilized in this Agreement shall refer to Annual Base
Salary as so increased.


(ii) Annual Bonus. In addition to Annual Base Salary, the Executive
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shall be awarded, for each fiscal year ending during the
Employment Period, an annual bonus (the "Annual Bonus") pursuant
to the Company's annual incentive plans, pro rated in the case
of a bonus for any year during which the Executive was employed
for less than 12 months. Each such Annual Bonus shall be paid no
later than the end of the third month of the fiscal year next
following the fiscal year for which the Annual Bonus is awarded,
unless the Executive shall elect to defer the receipt of such
Annual Bonus.


(iii) Incentive, Savings and Retirement Plans. During the Employment
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Period, the Executive shall be entitled to participate in all
incentive, savings and retirement plans, practices, policies and
programs applicable generally to other peer executives of the
Company and its affiliated companies. As used in this Agreement,
the term "affiliated companies" shall include any company
controlled by, controlling or under common control with the
Company.


(iv) Welfare Benefit Plans. During the Employment Period, the
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Executive and/or the Executive's dependents, as the case may be,
shall be eligible for participation in and shall receive all
benefits under welfare benefit plans, practices, policies and
programs provided by the Company and its affiliated companies
(including, without limitation, medical, prescription, dental,
disability, employee life, group life, accidental death and
travel accident insurance plans and programs) to the extent
applicable generally to other peer executives of the Company and
its affiliated companies, but in no event shall such plans,
practices, policies and programs provide the Executive with
benefits which are less favorable, in the aggregate, than the
most favorable of such plans, practices, policies and programs
in effect for the Executive at any time during the 120-day
period immediately preceding the Effective Date or, if more
favorable to the Executive, those provided generally at any time
after the Effective Date to other peer executives of the Company
and its affiliated companies.


(v) Expenses. During the Employment Period, the Executive shall be
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entitled to receive prompt reimbursement for all reasonable
business expenses incurred by the Executive.


(vi) Fringe Benefits. During the Employment Period, the Executive
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shall be entitled to fringe benefits at the discretion of the
Company, including, without


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limitation, tax and financial planning services, payment of club
dues, and an automobile of his or her choice and payment of
related expenses.


(vii) Vacation. During the Employment Period, the Executive shall be
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entitled to 6 weeks of paid vacation per year.


4. Termination of Employment.
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(a) Death or Disability. The Executive's employment shall terminate
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automatically upon the Executive's death during the Employment Period.
If the Company determines in good faith that the Disability of the
Executive has occurred during the Employment Period (pursuant to the
definition of Disability set forth below), it may give to the
Executive written notice in accordance with Section 11(b) of this
Agreement of its intention to terminate the Executive's employment. In
such event, the Executive's employment with the Company shall
terminate effective on the 30th day after receipt of such notice by
the Executive (the "Disability Effective Date"), provided that, within
the 30 days after such receipt, the Executive shall not have returned
to full-time performance of the Executive's duties. For purposes of
this Agreement, "Disability" shall mean the absence of the Executive
from the Executive's duties with the Company on a full-time basis for
180 consecutive business days as a result of incapacity due to mental
or physical illness which is determined to be total and permanent by a
physician selected by the Company or its insurers and acceptable to
the Executive or the Executive's legal representative.


(b) Cause. The Company may terminate the Executive's employment during the
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Employment Period for Cause. For purposes of this Agreement, "Cause"
shall mean:


(i) the continued failure of the Executive to perform the
Executive's duties with the Company or one of its affiliates
(other than any such failure resulting from incapacity due to
physical or mental illness) to the satisfaction of the President
and CEO, after a written notification is delivered to the
Executive which identifies the manner in which the Executive has
not performed to the satisfaction of the President and CEO; or


(ii) the engaging by the Executive in illegal conduct or gross
misconduct which is injurious to the Company; or


(iii) failure to obey the lawful direction of the President and CEO,
not cured within five days following written notice from the
President and CEO; or


(iv) any act(s) that has a substantial and adverse effect on the
Company's business or reputation.


(c) Notice of Termination. Any termination by the Company for Cause shall
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be communicated by a Notice of Termination to the other party hereto
given in accordance with Section 11(b) of this Agreement. For purposes
of this Agreement, a "Notice of Termination" means a written notice
which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets


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forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executive's employment under
the provision so indicated and (iii) if the Date of Termination (as
defined below) is other than the date of receipt of such notice,
specifies the termination date (which date shall be not more than
thirty days after the giving of such notice). The failure by the
Company to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of Cause shall not waive
any right of the Company hereunder or preclude the Company from
asserting such fact or circumstance in enforcing the Company's rights
or defending against any claim of the Executive hereunder.


(e) Date of Termination. "Date of Termination" means (i) if the
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Executive's employment is terminated by the Company for Cause, the
date of receipt of the Notice of Termination or any later date
specified therein, as the case may be, (ii) if the Executive's
employment is terminated by the Company other than for Cause or
Disability, the Date of Termination shall be the date on which the
Company notifies the Executive of such termination, and (iii) if the
Executive's employment is terminated by reason of death or Disability,
the Date of Termination shall be the date of death of the Executive or
the Disability Effective Date, as the case may be.


5. Obligations of the Company upon Termination.
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(a) Termination Other Than for Cause, Death or Disability if Employee
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Agrees to Cancellation of Change of Control Agreement. If, during the
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Employment Period, the Company shall terminate the Executive's
employment other than for Cause or death or Disability, and, subject
to (i) the execution by the Executive of the Release attached as
Exhibit A hereto, and (ii) the automatic cancellation of any right the
Executive might otherwise have under the Change of Control Agreement
previously entered into between the Executive and the Company, a copy
of which is attached as Exhibit B, the Executive shall be entitled to
all of the following:


(i) the Company shall pay to the Executive in a lump sum in cash
within 15 calendar days after the Date of Termination the
aggregate of the following amounts:


A. the sum of (1) the Executive's Annual Base Salary through
the Date of Termination to the extent not theretofore paid,
(2) the product of (x) the higher of (I) the Minimum Bonus
and (II) the Annual Bonus paid or payable, including any
bonus or portion thereof, which has been earned but deferred
(and annualized for any fiscal year consisting of less than
twelve full months or during which the Executive was
employed for less than twelve full months), for the most
recently completed fiscal year during the Employment Period,
if any (such higher amount being referred to as the "Highest
Annual Bonus") and (y) a fractio ...