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EXHIBIT 10.5
ANNEX IX TO SHARE PURCHASE AGREEMENT
FORM OF
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of March 10, 1997 by and between COS
Information Inc. (the "COMPANY") and Xxxxxx Xxxxx (the "EXECUTIVE").
WITNESSETH:
WHEREAS Vestcom International, Inc. (the "PARENT") through several newly
formed subsidiaries, will merge, consolidate or otherwise amalgamate with or
acquire one of several companies (the "AMALGAMATION") which provide computer
output and document management services, including (i) the production and
distribution of documents on paper, microfilm, microfiche and CD-Rom, (ii)
computer center outsourcing services, (iii) marketing materials fulfillment,
(iv) mailing services, (v) demand publishing and (vi) a variety of ancillary or
related services (the "BUSINESS" or "BUSINESS ACTIVITIES").
WHEREAS simultaneously with the Amalgamation, the Parent, through a newly
formed subsidiary, 504087 N.B. Inc., will acquire (the "ACQUISITION") from the
Executive and other persons all of the issued and outstanding shares in the
capital of Lirpaco Inc., which is the sole shareholder of the Company.
WHEREAS the Executive has performed valuable services to the Company to be
acquired by the Parent as aforesaid pursuant to the terms of an agreement of
purchase and sale dated March o, 1997 (the "PURCHASE AGREEMENT") among, inter
alia, the Parent, 504087 N.B. Inc., the Executive and other vendors.
WHEREAS, the Executive is willing to continue to serve after the
Acquisition as an officer of the Company and the Company desires to retain the
Executive in such capacity effective upon consummation of the Acquisition on the
terms and conditions herein set forth;
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto hereby agree as follows:
SECTION 1. EMPLOYMENT. The Company agrees to employ the Executive, and the
Executive agrees to be employed by the Company, upon the terms and conditions
hereinafter provided, for a period commencing on the Consummation Date as
defined in the Purchase Agreement (the "COMMENCEMENT DATE") and, subject to
earlier termination pursuant to Section 5 hereof, continuing until the third
(3rd) anniversary of the Commencement Date (the "TERM"). In the event that the
Acquisition is not consummated on or prior to the date set forth in Section
12.1(ii) of the Purchase Agreement, for any reason, then this Agreement shall
terminate and be of no further force and effect. The Executive hereby represents
and warrants that he has the legal capacity to execute and perform this
Agreement, and that its execution by him now, and the performance by him on and
after the Commencement Date, will not violate the terms of any existing
agreement or understanding to which the Executive is a party.
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SECTION 2. POSITION AND DUTIES. During the Term, the Executive agrees to serve
as an Executive Officer of the Company, or as an officer of the Parent or any
other subsidiary or division of the Parent, and will have such powers and duties
as may be reasonably conferred upon him by the Board of Directors of the Company
(the "BOARD"). During the Term, and except for reasonable vacation periods of up
to four (4) weeks in any calendar year (consistent with the vacation policies
established by the Parent's Board of Directors, with a maximum of one (1) week
of unused vacation time eligible to be carried over to the subsequent calendar
year), the Executive shall devote substantially all of his business time,
attention, skill and efforts exclusively to the business and affairs of the
Company and its subsidiaries and affiliates provided that the Executive is only
required to perform his services hereunder from the Company's offices in
Montreal three (3) days a week, consistent with his historical work schedule, so
long as he is accessible by telephone and facsimile for business purposes the
other work days and is available to return to Montreal if the needs of the
business so require. Notwithstanding the foregoing, the Executive may make
personal investments in such form or manner as will neither require his services
in the operation or affairs of the business in which such investments are made,
nor violate the terms of Section 6(c) of this Agreement.
SECTION 3. COMPENSATION. For all services rendered by the Executive in any
capacity required hereunder during the Term, including, without limitation,
services as an executive officer, director, or member of any committee of the
Company, the Parent or any subsidiary, affiliate or division thereof, the
Executive shall be compensated as follows:
(a) The Company shall pay the Executive a fixed gross salary of
$8333.34 per month ($100,000 per annum) (the annualized salary being referred to
as the "BASE SALARY"), payable in bi-weekly installments or otherwise in
accordance with the Company's payroll practices.
(b) Except as expressly modified by this Agreement, the Executive
shall be entitled to participate in all compensation and employee benefit plans
or programs, and to receive all benefits, and perquisites, which are approved by
the Board of Directors of the Company and are generally made available by the
Company to all salaried employees of the Company or which are now or hereafter
established and maintained by the Parent or the Company or any other subsidiary
of the Parent acquired on the Commencement Date (a "FOUNDING COMPANY") for all
senior officers, subject to eligibility requirements and to the extent
permissible under the general terms and provisions of such plans or programs and
in accordance with the provisions thereof, including, more particularly,
incentive compensation, bonus, group hospitalization, health, life insurance,
pension, savings, thrift and profit-sharing plans, travel or accident insurance,
disability insurance and executive contingent compensation plans. The Company
shall also provide the Executive with a car allowance to cover all business
automobile expenses (including insurance) in the amount of $1,148 per month less
$135 for personal use (net $1,013) plus $0.11 per documented business kilometer.
No other car expenses shall be reimbursed. Notwithstanding the foregoing,
nothing in this Agreement shall require the Parent nor the Company nor any
Founding Company to establish, maintain or continue any particular plan or
program nor preclude the amendment, rescission or termination of any such plan
or program that may be established from time to time, provided that such
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amendment, rescision or termination is applicable generally to the senior
officers of the Parent, the Company and the other Founding Companies.
SECTION 4. BUSINESS EXPENSES. The Company shall pay or reimburse the Executive
for all reasonable travel or other reasonable expenses incurred by the Executive
in connection with the performance of his duties and obligations under this
Agreement, subject to the Executive's presentation of appropriate vouchers in
accordance with such expense account policies and approval procedures as the
Company may from time to time establish for senior officers (including but not
limited to prior approval of extraordinary expenses) and to preserve any
deductions for income taxation purposes to which the Company may be entitled.
SECTION 5. EFFECT OF TERMINATION OF EMPLOYMENT. (a) (i) In the event the
Executive's employment terminates during the Term due to a Without Cause
Termination (as defined below), the Company shall pay, as notice or payment in
lieu of notice and full and final compensation, subject to and conditional upon
full compliance with the provisions of Section 6 below, to the Executive an
amount in cash equal to the Executive's Base Salary as in effect at the time of
such termination for the remainder of the Term, payable in equal bi-weekly
installments over the remainder of the Term, subject to customary deductions,
and no further payments shall be due hereunder.
(ii) In the event the Executive's employment terminates during
the Term due to either the Executive's death or Permanent Disability (as defined
below), the Company shall, as a death benefit or severance pay, as the case may
be, subject to the provisions of Section 6 below, pay the Executive or his heirs
or legal representatives, as the case may be, a lump-sum amount in cash equal to
the Executive's one year Base Salary as in effect at the time of such
termination for the remainder of the Term and no further payments hereunder
shall be due, but provided further, that in the case of death, such payments
shall be offset by any amounts otherwise paid to the Executive, his heirs or
legal representatives, as the case may be, under any life insurance policy
maintained by the Company on the life of the Executive as to which the Executive
has the right to designate the beneficiaries and in the case of Permanent
Disability, such payments shall be offset by any amounts otherwise paid to the
Executive, his heirs or legal representatives, as the case may be, under the
Company's disability program generally available to other employees. The Company
shall have no obligation to provide any such insurance policies or programs.
(iii) In addition to the sums paid pursuant to subparagraphs
(i) or (ii) above, earned but unpaid Base Salary as of the date of termination
of employment shall be payable in full. No payments or amounts due under any
incentive compensation, stock option, bonus or profit sharing plan then
maintained by the Company or the Parent shall be due on termination except as
expressly provided in any such plan.
(iv) This Section 5(a) shall survive the expiration of this
Agreement and shall remain binding upon the Company until such time as the
Executive's employment relationship with the Company is terminated and the
benefits, if any, provided under this Section 5(a) are paid in full to the
Executive.
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(b) In the event that the Executive's employment terminates due to a
Termination for Cause or the Executive terminates employment with the Company
for reasons other than death, Permanent Disability (other than pursuant to a
Termination for Cause), earned but unpaid Base Salary as of the date of
termination of employment shall be payable in full. However, notwithstanding the
provisions of Section 5(a), no other payments shall be made, or benefits
provided, by the Company under this Agreement except for benefits otherwise
vested under the terms of employee benefit programs maintained by the Company or
its affiliates for its employees and except as otherwise required by law.
Further, the Executive shall remain liable for damages if his termination is a
breach of this Agreement.
(c) For purposes of this Agreement, the following terms have the
following meanings:
(i) The term "TERMINATION FOR CAUSE" means, to the maximum
extent permitted by applicable law, a termination of the Executive's employment
by the Company for any event or circumstance which, pursuant to applicable law,
constitutes cause for dismissal without either notice or payment in lieu of
notice including without limitation such termination because the Executive has
(a) materially breached or failed to perform his duties under applicable law
(including but not limited to laws governing employment practices and securities
laws), this Agreement or any employment policies or practices of the Parent or
the Company and such breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness, (b) committed an act of dishonesty in the
performance of his duties hereunder, (c) intentionally engaged in conduct
detrimental to the business of the Company, (d) been convicted of a felony or a
misdemeanor involving moral turpitude, (e) materially breached or failed to
perform his obligations and duties hereunder or under any policies or procedures
of the Company, and, if such breach or failure is curable, which breach or
failure the Executive shall fail to remedy within 15 days after written demand
from the Company (which demand shall specify the breach or failure and any
necessary or desired corrective action) or (f) violated in any material respect
the representations made in Section 1 above or the provisions of Section 6
below.
(ii) The term "WITHOUT CAUSE TERMINATION" means a termination
of the Executive's employment by the Company other than due to death, Permanent
Disability, or a Termination for Cause.
(iii) The term "PERMANENT DISABILITY" means (to the extent
permitted by applicable law) permanently disabled so as to qualify for full
benefits under the Company's then-existing long-term disability plan, if any;
provided, however, that if the Company does not maintain any such plan on the
date of determination, "PERMANENT DISABILITY" shall mean the inability of the
Executive to productively work at his usual position with the Company and
discharge his normal responsibilities throughout normal business hours for a
period of six consecutive calendar months due to illness or injury of a physical
or mental nature, supported by the completion by a physician of a medical
certification form outlining the disability and treatment.
(d) The Company shall have the right to suspend the Executive with
pay during any period in which it is investigating a possible basis for a
Termination For Cause.
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Upon suspension, the Company shall provide the Executive with reasonable notice
of the basis for suspension to the extent practical.
(e) During the period commencing on the Commencement Date through
March 31, 1998, the Executive's employment may only be terminated by the Company
based upon a Termination For Cause.
SECTION 6. CONFIDENTIALITY; COVENANT AGAINST COMPETITION. (a) The Executive
recognizes and acknowledges that all information pertaining to the affairs,
business, clients, or customers of the Parent, the Company or any of their
subsidiaries or affiliates or predecessors (any or all of such entities being
hereinafter referred to in this Section 6 as the "BUSINESS"), as such
information may exist from time to time, other than information that the Company
or the Parent has previously made publicly available or which has otherwise
entered the public domain through no fault of the Executive, is confidential
information and is a unique and valuable asset of the Business, access to and
knowledge of which will be essential to the performance of the Executive's
duties under this Agreement. In consideration of the payments made to him
hereunder, the Executive shall not, except to the extent reasonably necessary in
the performance of his duties under this Agreement or as required by law,
divulge to any person, firm, association, corporation, or governmental agency,
any information concerning the affairs, businesses, clients, or customers of the
Business (except such information as is required by law to be divulged to a
government agency or pursuant to subpoena or similar lawful process), or make
use of any such information for his own purposes or for the benefit of any
person, firm, association or corporation (except the Business) and shall use his
reasonable best efforts to prevent the disclosure of any such information by
others. All records, memoranda, letters, books, papers, reports, customer lists,
accountings or other data, and other records and documents relating to the
Business, whether made by the Executive or otherwise coming into his possession,
are confidential information and are, shall be, and shall remain the property of
the Business. No copies thereof shall be made which are not retained by the
Business, and the Executive agrees, on termination of his employment, that he
will not retain or make copies of any such documents relating to the Business
and, on demand of the Company, to deliver the same to the Company or the Parent.
(b) All proprietary information and all of the Executive's interest
in trade secrets, trademarks, computer programs, customer information, customer
lists, employee lists, products, procedures, copyrights, patents and
developments developed by the Executive as a result of, or in connection with,
his employment hereunder, shall belong to the Company; and without further
compensation, but at the Company's expense, upon the request of the Company, the
Executive shall execute any and all assignments or other documents and take any
and all such other action as the Company may reasonably request in order to vest
in the Company all of the Executive's right, title and interest in and to all of
the foregoing items, free and clear of all liens, charges and encumbrances of
the Executive of any kind.
(c) In consideration of the payments made to him hereunder, during
the period commencing on the effective date of the termination of his employment
(whether pursuant to this Agreement or under any extension of the Term), and
ending on the first (1st) anniversary of such effective date of termination of
his employment (the "RESTRICTIVE PERIOD"), the Executive shall not, without
express prior written approval of the Board, as
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evidenced by a resolution of the Board, directly or indirectly, own or hold any
proprietary interest in, or be employed by or receive remuneration from, any
corporation, partnership, sole proprietorship or other entity (a "COMPETITOR")
engaged in competition with the Business Activities of the Parent, the Company
or any of their subsidiaries or affiliates as conducted at the time of such
termination of employment in the "TERRITORY", other than severance-type or
retirement-type benefits from entities constituting prior employers of the
Executive. The Executive agrees that during such Restrictive Period he will not
solicit for himself or for the account of any Competitor, any customer or client
of the Parent, the Company or their subsidiaries or affiliates, or, in the event
of the Executive's termination of his employment, any entity or individual that
was such a customer or client during the twenty-four (24)-month period
immediately preceding the Executive's termination of employment.
In addition, during such Restrictive Period the Executive agrees
not to act on behalf of himself or any Competitor to interfere with the
relationship between the Parent, the Company or their subsidiaries or affiliates
and their employees, independent contractors, customers or suppliers. The
Executive also agrees during such Restrictive Period not to hire an employee of
the Parent, the Company or their subsidiaries or affiliates or induce any such
employee to leave the employment of the Parent, the Company or their
subsidiaries or affiliates.
The Executive agrees that the restrictive covenants contained herein
are in addition to and not in lieu of any similar covenants contained in the
Purchase Agreement.
For purposes of this Agreement, "TERRITORY" shall mean an area
within 160 kilometers of any place of business, office, warehouse or other
facility where the Parent, the Company, or any of their affiliates or
subsidiaries then conducts business.
For purposes of the preceding paragraphs, (i) the term "PROPRIETARY
INTEREST" means legal or equitable ownership, whether through stockholding or
otherwise, of an equity interest in a business, firm or entity other than
ownership of less than two percent (2%) of any class of equity interest in a
publicly held business, firm or entity and (ii) an entity shall be considered to
be "engaged in competition" if such entity is, or is a holding company for, a
company engaged in any aspect of the Business Activities or providing any other
services competitive with the business then being conducted by the Parent, the
Company and their subsidiaries or affiliates at the date of termination of
employment, in the Territory.
(d) The Executive acknowledges the reasonableness of the
restrictions contained in this Section 6. The Executive acknowledges that the
Parent, the Company and their subsidiaries and affiliates and their successors
and assigns would be irreparably injured in a manner not adequately compensated
by money damages by a breach or violation (or threatened breach or violation) of
the provisions of this Section 6 by the Executive. Therefore, in the event of
any such breach or violation (or threatened breach or violation), in addition to
all other rights and remedies which the Parent, the Company and their
subsidiaries and affiliates may have, whether at law or in equity, the Parent,
the Company and their subsidiaries and affiliates and their successors and
assigns shall be entitled to obtain injunctive or other equitable relief against
the Executive without the need
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to post bond or other security in connection therewith and the Executive hereby
consents to the entry of an order for such injunctive or other equitable relief.
(e) The Executive's agreement as set forth in this Section 6 shall
survive the expiration of the Term and the termination of the Executive's
employment with the Company.
(f) If any court determines that the provisions of this Section 6,
or any part hereof, is unenforceable because of the object, the duration or
geographic scope of such provisions, such court shall have the power to reduce
the object, the duration or scope of such provisions, as the case may be, so
that, as so reduced, such provisions are then enforceable to the maximum extent
permitted by applicable law.
SECTION 7. WITHHOLDING TAXES. The Company may directly or indirectly withhold
from any payments made under this Agreement all Federal, provincial, state, city
or other taxes and all other deductions as shall be required pursuant to any law
or governmental regulation or ruling or pursuant to any contributory benefit
plan maintained by the Company in which the Executive may participate.
SECTION 8. CONSOLIDATION, MERGER, OR SALE OF ASSETS. Nothing in this Agreement
shall preclude the Company from consolidating or merging into or with, or
transferring all or substantially all of its assets to, another person or entity
which assumes this Agreement and all obligations and undertakings of the Company
hereunder. Upon such a consolidation, merger or transfer of assets and
assumption, the term "COMPANY" as used herein shall mean such other entity and
this Agreement shall continue in full force and effect, unless the Executive
elects to terminate this Agreement pursuant to Section 8(b). The Executive
acknowledges and understands that the Amalgamation is specifically excluded from
the provisions of this Section 8.
(a) In the event of a pending Change in Control (as defined below)
with respect to which the Executive has not received, at least ten (10) business
days prior to the anticipated closing date of the transaction giving rise to the
Change in Control, written notice from the successor to all or a substantial
portion of the Company's business and/or assets that such successor is willing
as of the closing to assume and agree to perform the Company's obligations under
this Agreement in the same manner and to the same extent that the Company is
hereby required to perform (including retaining the Executive as an Executive
Officer, such Change in Control shall be deemed to be a Without Cause
Termination, and the applicable portions of Section 5(a) shall apply mutatis
mutandis.
(b) In any Change in Control situation, the Executive may, at his
sole discretion, elect to terminate this Agreement by providing written notice
to the Company at least five (5) business days prior to the anticipated closing
of the transaction giving rise to the Change in Control. In such case, the
Change in Control shall be deemed to be a Without Cause Termination, and the
applicable provisions of Section 5(a) shall apply mutatis mutandis.
(c) For purposes of this Section 8, the effective date of
termination will be the closing date of the transaction giving rise to the
Change in Control and all
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compensation, reimbursement, and lump-sum payments due the Executive shall be
paid in full by the Company at or prior to such closing.
(d) A "CHANGE IN CONTROL" for purposes of this Agreement shall be
deemed to have occurred if:
(i) Any person, firm or corporation acquires directly or
indirectly the Beneficial Ownership (as defined in Section 13(d) of the United
States Securities Exchange Act of 1934, as amended) of any voting security of
the Parent and immediately after such acquisition, the acquirer has Beneficial
Ownership of voting securities representing 50% or more of the total voting
power of all the then-outstanding voting securities of the Parent;
(ii) the individuals (A) who, as of the Commencement Date
constitute the Board of Directors of the Parent (the "ORIGINAL DIRECTORS") or
(B) who thereafter are elected to the Board of Directors of the Parent (the
"PARENT BOARD") and whose election, or nomination for election, to the Parent
Board was approved by a vote of at least 2/3 of the Original Directors then
still in office (such Directors being called "ADDITIONAL ORIGINAL DIRECTORS") or
(C) who are elected to the Parent Board and whose election or nomination for
election to the Parent Board was approved by a vote of at least 2/3 of the
Original Directors and Additional Original Directors then still in office, cease
for any reason to constitute a majority of the members of the Parent Board;
(iii) The stockholders of the Parent shall approve a merger,
consolidation, recapitalization or reorganization of the Parent or consummation
of any such transaction if stockholder approval is not sought or obtained, other
than any such transaction which would result in at least 75% of the total voting
power represented by the voting securities of the surviving entity outstanding
immediately after such transaction being Beneficially Owned by holders of
outstanding voting securities of the Parent immediately prior to the
transaction, with the voting power of each such continuing holder relative to
such other continuing holders being not altered substantially in the
transaction; or
(iv) The stockholders of the Parent shall approve a plan of
complete liquidation of the Parent or an agreement for the sale or disposition
by the Company of all or a substantial portion of the Parent's assets (i.e. 50%
or more in value of the total assets of the Parent).
(e) The Company shall notify the Executive in writing promptly after
the Company or the Parent becomes aware of or anticipates that a Change in
Control is likely to occur.
SECTION 9. NOTICES. All notices, requests, demands and other communications
required or permitted hereunder shall be given in writing and shall be deemed to
have been duly given if delivered or mailed, postage prepaid, or by use of an
independent third party commercial delivery service for same day or next day
delivery and providing a signed receipt as follows:
(a) To the Company:
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COS Information Inc.
c/o Vestcom International, Inc.
0000 Xxxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Attention: President
(b) To the Executive:
Xxxxxx Xxxxx
<< Address >>
or to such other address as either party shall have previously specified in
writing to the other Notice by mail shall be deemed effective on the fourth
business day after its deposit with the Canadian or United States Postal
Service, notice by same day courier service shall be deemed effective on the day
of deposit with the delivery service and notice by next day delivery service
shall be deemed effective on the day following the deposit with the delivery
service.
SECTION 10. NO ATTACHMENT. Except as required by law, no right to receive
payments under this Agreement shall be subject to anticipation, commutation,
alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or
to execution, attachment, levy, or similar process or assignment by operation of
law, and any attempt, voluntary or involuntary, to effect any such action shall
be null, void and of no effect; provided, however, that nothing in this Section
10 shall preclude the assumption of such rights by executors, administrators or
other legal representatives of the Executive or his estate and their conveying
any rights hereunder to the person or persons entitled thereto.
SECTION 11. SOURCE OF PAYMENT. All payments provided for under this Agreement
shall be paid in cash from the general funds of the Company. The Company shall
not be required to establish a special or separate fund or other segregation of
assets to assure such payments, and, if the Company shall make any investments
to aid it in meeting its obligations hereunder, the Executive shall have no
right, title or interest whatever in or to any such investments except as may
otherwise be expressly provided in a separate written instrument relating to
such investments. Nothing contained in this Agreement, and no action taken
pursuant to its provisions, shall create or be construed to create a trust of
any kind, or a fiduciary relationship, between the Company and the Executive or
any other person. To the extent that any person acquires a right to receive
payments from the Company hereunder, such right, without prejudice to rights
which employees may have, shall be no greater than the right of an unsecured
creditor of the Company.
SECTION 12. BINDING AGREEMENT; NO ASSIGNMENT. This Agreement shall be binding
upon, and shall inure to the benefit of, the Executive and the Company (and the
Parent, to the extent set forth herein) and their respective permitted
successors, assigns, heirs, beneficiaries and representatives. This Agreement is
personal to the Executive and may not be assigned by him. Any attempted
assignment in violation of this Section 12 shall be null and void.
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SECTION 13. GOVERNING LAW. This agreement shall be governed by and interpreted
and construed in accordance with the laws of the Province of Quebec and the laws
of Canada applicable therein and shall be treated in all respects as a Quebec
contract. The Executive, and the Company irrevocably submit to the concurrent
jurisdiction of the courts of the State of New Jersey and the United States
District Court for the District of New Jersey and the courts of the Province of
Quebec for the purpose of any suit, action, proceeding or judgment relating to
or arising out of this Agreement and the transactions contemplated hereby.
Service of process in connection with any such suit, action or proceeding may be
served on the Executive anywhere in the world by the same methods as are
specified for the giving of notices under this Agreement. The Executive
irrevocably consents to the jurisdiction of any such court in any such suit,
action or proceeding and to the laying of venue in such court. The Executive
irrevocably waives any objection to the laying of venue of any such suit, action
or proceeding brought in such courts and irrevocably waives any claim that any
such suit, action or proceeding brought in any such court has been brought in an
inconvenient forum.
SECTION 14. ENTIRE AGREEMENT. This Agreement shall constitute the entire
agreement among the parties with respect to the matters covered hereby and shall
supersede all previous written, oral or implied understandings among them with
respect to such matters
SECTION 15. AMENDMENTS. This Agreement may only be amended or otherwise modified
by a writing executed by all of the parties hereto.
SECTION 16. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when executed shall be deemed to be an original and
all of which together shall be deemed to be one and the same instrument.
SECTION 17. CURRENCY. All of the amounts referred to in this Agreement shall be
in Canadian funds.
SECTION 18. LANGUAGE. The parties confirm their wish that this agreement and any
notices or communications permitted or required hereunder be in the English
language only. Les parties confirment leur volonte que la presente convention
ainsi que xxx xxxx et communications requis ou permis aux termes des presentes
soient en langue anglaise seulement.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officer and the Executive has signed this Agreement, all
as of the first date above written.
COS INFORMATION INC.
By: /s/ Xxxxxx Xxxxx
___________________________
Name: Xxxxxx Xxxxx
Title: Chairman
/s/ Xxxxxx Xxxxx
___________________________
Xxxxxx Xxxxx
VESTCOM INTERNATIONAL, INC. hereby unconditionally guarantees payment
of the obligations of the Company pursuant to the terms of this Agreement and
accepts the benefit of Section 6 thereof.
VESTCOM INTERNATIONAL, INC.
By:/s/ Xxxxx XxXxxxxxxx
___________________________
Xxxxx XxXxxxxxxx
Vice President
