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EXHIBIT 11
SEVERANCE AGREEMENT
This Severance Agreement ("Agreement") is entered into and effective
as of this 15th day of October, 1999, by and between AMERICAN BUSINESS
PRODUCTS, INC. (the "Company") and XXXXXXXX X. XXXXXXXX (the "Executive").
WHEREAS, Executive is presently employed by a subsidiary of the
Company in a key management capacity; and
WHEREAS, the Company's Board of Directors has determined that it is
appropriate and in the best interests of the Company and its shareholders to
reinforce and assure the continued attention and dedication of the Executive to
his duties of employment without personal distraction or conflict of interest
as a result of the possibility or occurrence of a change in control of the
Company; and
WHEREAS, the Company's Board of Directors has authorized the Company
to enter into this Agreement with the Executive;
NOW THEREFORE, in consideration of the foregoing, and of the mutual
covenants and agreements of the parties set forth in this Agreement, and of
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, agree
as follows:
SECTION 1
DEFINITIONS
1.1 "Affiliate" shall mean any parent, brother-sister or subsidiary
corporation of the Company, any joint venture in which the Company owns at
least a 50 percent interest, and any partnership, limited liability partnership
or limited liability corporation in which the Company or any of its
wholly-owned subsidiaries owns at least a 50 percent interest.
1.2 "Board" shall mean the Board of Directors of the Company.
1.3 "Cause" shall mean (i) the Executive's willful and continued
failure to perform any substantial duty of his position with the Company and
its Affiliates (other than any such failure resulting from incapacity due to
Disability), within fifteen (15) days after a written demand for substantial
performance to the Executive which specifically identifies the manner in which
he has not substantially performed his duties; (ii) the Executive's willful
engagement in any illegal conduct or gross misconduct which is materially and
demonstrably injurious to the Company; or (iii) the Executive's engagement in
any activity that is in conflict of interest or competitive with the Company or
its Affiliates (other than any isolated, insubstantial and inadvertent action
not taken in bad faith and which is promptly remedied by the Executive upon
notice).
1.4 "Change in Control" shall have the definition contained in the
American Business
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Products, Inc. 1999 Incentive Compensation Plan.
1.5 "Code" shall mean the Internal Revenue Code of 1986, as
amended.
1.6 "Company" shall mean American Business Products, Inc.
1.7 "Disability" shall mean, for purposes of this Agreement, a
physical or mental impairment that prohibits the Executive from performing the
essential duties of his position, which is expected to be of a long and
continued duration, and which would meet the definition of disability under the
Company's long-term disability plan.
1.8 "Effective Date" shall mean October 15, 1999.
1.9 "Good Reason" shall mean (i) the assignment of duties
inconsistent with the Executive's position, or any action by the Company which
results in diminution of the Executive's position, authority, duties or
responsibilities as in effect on the Effective Date (other than any isolated,
insubstantial and inadvertent action not taken in bad faith and which is
promptly remedied by the Company upon notice by the Executive); (ii) a
reduction in the Executive's base salary or benefits (unless such reduction in
benefits applies to all officers of the Company); (iii) a material breach by
the Company of its obligations hereunder; (iv) the Company requiring the
Executive to have his office based at a location more than 30 miles from the
location of his office on the Effective Date; or (v) any failure by a successor
to the Company to assume and agree to perform the Company's obligations
hereunder.
1.10 "Proprietary Information" shall mean information that meets the
definition of "trade secret" under the laws of the State of Georgia (i.e., the
Uniform Trade Secrets Act, O.C.G.A. ss.10-1-760, et seq.), as well as any
scientific or technical information, design, process, procedure, formula or
improvement that is secret and of value, information that the Company takes
reasonable efforts to protect from disclosure and from which the Company
derives actual or potential economic value due to its confidential nature,
including, but not limited to, technical or nontechnical data, formulas,
complications, programs, devices, methods, techniques, drawings, processes,
financial data, lists of actual or potential customers, price lists, business
plans, customer and vendor records, training and operations materials and
memoranda, personnel records, financial information relating to the business of
the Company, accounts, customers, vendors, employees and affairs of the
Company, and any information marked "confidential" by the Company.
1.11 "Qualifying Termination" shall mean (a) the termination of
Executive's employment by the Company without Cause, or (b) the Executive's
termination of his employment for Good Reason. A Qualifying Termination shall
not include a termination of Executive's employment by reason of the
Executive's death, the Executive's Disability, the Executive's voluntary
termination of employment without Good Reason, or the termination of the
Executive's employment for Cause.
SECTION 2
TERM OF AGREEMENT
2.1 Term of Agreement. This Agreement shall commence on the
Effective Date and shall
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continue in effect until June 30, 2001 (the "Initial Term"). This Agreement
shall automatically be extended for one additional year at the end of the
Initial Term, and then for successive one-year periods (each such one-year
extension following the Initial Term shall be a "Successive Period"). However,
either party may terminate this Agreement at the end of the Initial Term, or at
the end of any Successive Period, by giving the other party written notice of
intent not to renew, delivered at least sixty (60) calendar days prior to the
end of such Initial Term or Successive Period; provided, however, that any such
termination of this Agreement by the Company, which was to become effective
within sixty (60) days prior to the date of a Change in Control, shall be
ineffective and shall be deemed to be a Qualifying Termination.
2.2 Extension of Term Upon Change in Control. In the event that a
Change in Control occurs during the Initial Term or any Successive Period, the
term of this Agreement shall automatically and irrevocably become a term ending
on the first anniversary of the effective date of the Change in Control. This
Agreement shall be assigned to, and shall be assumed by, any successor to the
Company subsequent to such Change in Control.
SECTION 3
SEVERANCE BENEFITS
3.1 Entitlement to Benefits. If, for any reason constituting a
Qualifying Termination, the Executive's employment terminates during the period
beginning on the Effective Date of this Agreement and ending on the first
anniversary of the effective date of a Change in Control of the Company, the
Company shall provide to the Executive the benefits described in either Section
3.2 or Section 3.3 below, as applicable.
3.2 Severance Benefits. In the event of a Qualifying Termination
prior to a Change in Control of the Company, the Company shall pay and provide
to Executive each of the following benefits, subject to Executive's entitlement
to such benefits pursuant to Section 3.1 hereof:
(a) Accrued Pay and Benefits. As soon as practicable
following such a Qualifying Termination, but no later than 10 business
days following such Qualifying Termination, the Company shall provide
the Executive with a lump sum cash payment equal to Executive's earned
but unpaid base salary, earned and unpaid vacation pay, and any
unreimbursed business expenses. Such payment shall constitute full
satisfaction for these amounts owed to Executive.
(b) Severance Pay. As soon as practicable following such a
Qualifying Termination, but no later than 10 business days following
such Qualifying Termination, the Company shall provide the Executive
with a lump sum cash payment equal to one times the Executive's annual
rate of base salary in effect upon the date of the Qualifying
Termination.
(c) Welfare Benefits. For twelve (12) months following a
Qualifying Termination, the Company shall provide the Executive with
continued medical, dental, basic life insurance, officer life
insurance, and accidental death and dismemberment insurance benefits
for the Executive and/or the Executive's covered dependents at least
equal to those which would have been provided to them if the
Executive's employment had not been terminated, with the Company
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paying 100% of the cost of such benefits during such period; provided,
that such twelve-month period shall offset any period of continuation
coverage provided under COBRA applicable to such benefits; provided
further, however, that if the Executive becomes employed with another
employer and is eligible to receive medical or other welfare benefits
under another employer-provided plan, the medical and other welfare
benefits described herein shall be secondary to those provided under
such other plan during such applicable period of continued
eligibility.
(d) Bonuses and Stock Rights. Any cash bonus earned (but
which has not been paid) for a performance period that has been
completed prior to a Qualifying Termination shall be immediately
payable upon the Qualifying Termination. Any outstanding rights to (i)
any cash bonus that would by its terms be payable for or expire in the
current year (whether short-term or long-term), or (ii) a performance
share award or a performance-based restricted stock award for a
performance period which has not been completed, shall be governed by
the applicable provisions of the plan under which such cash bonus,
performance share award or performance-based restricted stock award
was granted. Any outstanding stock options or restricted stock awards
of the Executive shall be governed by the applicable provisions of the
plan under which such stock options or restricted stock awards were
granted.
(e) Retirement Benefits. Upon the date of the Qualifying
Termination, the Executive shall forfeit the unvested portion of his
account in the Profit Sharing Retirement Plan and his Matching
Contributions Account in the Employee Savings Plan. Due to that
forfeiture, as soon as practicable, but no later than thirty (30) days
following the Qualifying Termination, the Company shall pay the
Executive a single sum cash payment in an amount equivalent to the
forfeited portion of his account in the Profit Sharing Retirement Plan
and his Matching Contributions Account in the Employee Savings Plan,
determined as of the most recent valuation date prior to the
Qualifying Termination. In addition, the Company shall pay the
Executive the amount of any benefit he forfeits under any nonqualified
retirement plan sponsored by the Company due to the Qualifying
Termination. Any payment under this provision shall be made from the
general assets of the Company and not from the trust fund of any
tax-qualified retirement plan. The Executive acknowledges that this
payment will be subject to taxes at the time of payment and will not
be eligible for rollover treatment.
(f) Outplacement Benefits. The Company shall provide
outplacement services for the Executive at a cost of up to Fifteen
Thousand Dollars ($15,000.00). The Company agrees to pay such amount
directly to an outplacement company of the Executive's choice.
3.3 Change in Control Severance Benefits. In the event of a
Qualifying Termination following a Change in Control of the Company, in lieu of
the benefits described in Section 3.2, the Company shall pay and provide to
Executive each of the following benefits, subject to Executive's entitlement to
such benefits pursuant to Section 3.1 hereof:
(a) Accrued Pay and Benefits. As soon as practicable
following such a Qualifying Termination, but no later than 10 business
days following such Qualifying Termination, the Company shall provide
the Executive with a lump sum cash payment equal to Executive's earned
but unpaid base salary, earned and unpaid vacation pay, and any
unreimbursed business expenses. Such payment shall constitute full
satisfaction for these amounts owed to Executive.
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(b) Severance Pay. As soon as practicable following such a
Qualifying Termination, but no later than 10 business days following
such Qualifying Termination, the Company shall provide the Executive
with a lump sum cash payment equal to two (2) times the Executive's
annual rate of base salary in effect upon the date of the Qualifying
Termination.
(c) Welfare Benefits. For twelve (12) months following a
Qualifying Termination, the Company shall provide the Executive with
continued medical, dental, basic life insurance, officer life
insurance, and accidental death and dismemberment insurance benefits
for the Executive and/or the Executive's covered dependents at least
equal to those which would have been provided to them if the
Executive's employment had not been terminated, with the Company
paying 100% of the cost of such benefits during such period; provided,
that such twelve-month period shall offset any period of continuation
coverage provided under COBRA applicable to such benefits; provided
further, however, that if the Executive becomes employed with another
employer and is eligible to receive medical or other welfare benefits
under another employer-provided plan, the medical and other welfare
benefits described herein shall be secondary to those provided under
such other plan during such applicable period of continued
eligibility.
(d) Bonuses and Stock Rights. Any cash bonus earned (but
which has not been paid) for a performance period that has been
completed prior to a Qualifying Termination shall be immediately
payable upon the Qualifying Termination. Any outstanding rights to any
cash bonus that would by its terms be payable for or expire in the
current year (whether short-term or long-term) shall become 100
percent vested (without proration) with performance deemed to have
been met at target level, and two (2) times the vested amount shall be
immediately payable to the Executive upon the Qualifying Termination.
Any outstanding stock options, restricted stock awards or performance
share awards of the Executive shall be governed by the applicable
provisions of the plan under which such stock options, restricted
stock awards or performance share awards were granted.
(e) Retirement Benefits. Upon the date of the Qualifying
Termination, the Executive shall forfeit the unvested portion of his
account in the Profit Sharing Retirement Plan and his Matching
Contributions Account in the Employee Savings Plan. Due to that
forfeiture, as soon as practicable, but no later than thirty (30) days
following the Qualifying Termination, the Company shall pay the
Executive a single sum cash payment in an amount equivalent to the
forfeited portion of his account in the Profit Sharing Retirement Plan
and his Matching Contributions Account in the Employee Savings Plan,
determined as of the most recent valuation date prior to the
Qualifying Termination. In addition, the Company shall pay the
Executive the amount of any benefit he forfeits under any nonqualified
retirement plan sponsored by the Company due to the Qualifying
Termination. Any payment under this provision shall be made from the
general assets of the Company and not from the trust fund of any
tax-qualified retirement plan. The Executive acknowledges that this
payment will be subject to taxes at the time of payment and will not
be eligible for rollover treatment.
(f) Outplacement Benefits. The Company shall provide
outplacement services for the Executive at a cost of up to Fifteen
Thousand Dollars ($15,000.00). The Company agrees to pay such amount
directly to an outplacement company of the Executive's choice.
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SECTION 4
EXCISE TAX
4.1 Limitation on Payment. If the benefits provided to the
Executive under this Agreement or under any other agreement with, or plan of,
the Company (in the aggregate, the "Total Payment") constitute a payment so
that an excise tax (the "Excise Tax") is due under Section 280G, Section 4999
or other provision of the Code, then the benefits provided under this Agreement
shall be limited to the Reduced Amount. The "Reduced Amount" shall be the
largest amount that could be received by the Executive under this Agreement
such that no part of the Total Payment provided to the Executive shall be
subject to the Excise Tax. The Reduced Amount shall be calculated by a
nationally recognized benefits consulting firm or accounting firm, and such
amount shall be presented to the Executive for review and approval. If the
amount payable to the Executive is limited to the Reduced Amount, Executive
shall have the right, in the Executive's sole discretion, to designate the
portion of the Total Payment that should be reduced or eliminated so as to
avoid having the benefits provided to the Executive under this Agreement be
subject to the Excise Tax.
4.2 Notification. If the Internal Revenue Service claims in writing
that any benefit received under this Agreement constitutes an "excess parachute
payment" under Section 280G of the Code, the Executive shall notify the Company
in writing of such claim within 10 business days of the claim. The Executive
shall apprise the Company of the nature of such claim and the date on which
such claim is requested to be paid. The Executive shall not pay such claim
prior to the expiration of the 30-day period following the date on which the
Executive provides notice of the claim to the Company (or such shorter period
ending on the date that any payment of taxes with respect to the claim is due).
If the Company notifies the Executive in writing prior to the expiration of
such period that it desires to contest such claim, the Executive shall (i) give
the Company any information reasonably requested by the Company relating to
such claim; (ii) take such action in connection with contesting such claim as
the Company shall reasonably request in writing from time to time; (iii)
cooperate with the Company in good faith in order to effectively contest such
claim; and (iv) permit the Company to participate in any proceedings relating
to such claim; provided, however, that the Company shall bear and pay directly
all costs and expenses (including, but not limited to, additional interest and
penalties and related legal, consulting or similar fees) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or other tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses.
4.3 Excise Tax Refund. If, after the receipt by the Executive of an
amount advanced by the Company in connection with the contest of the Excise Tax
claim, the Executive becomes entitled to receive any refund with respect to
such claim, the Executive shall promptly pay to the Company the amount of such
refund (together with any interest paid or credited thereon after taxes
applicable thereto); provided, however, that if the amount of that refund
exceeds the amount advanced by the Company or it is otherwise determined for
any reason that additional amounts could be paid to the Executive without
incurring any Excise Tax, any such amount will be promptly paid by the Company
to the Executive. If, after the receipt of an amount advanced by the Company in
connection with an Excise Tax claim, a determination is made that the Executive
shall not be entitled to any refund with respect to such claim and the Company
does not notify the Executive in writing of its intent to contest the denial of
such refund
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prior to the expiration of 30 days after such determination, such advance shall
be forgiven and shall not be required to be repaid and shall be deemed to be in
consideration for services rendered after the date of the Qualified
Termination.
SECTION 5
SUCCESSORS AND ASSIGNMENT
5.1 Successors. The Company shall require any successor (whether
via a Change in Control, direct or indirect, by purchase, merger,
consolidation, or otherwise) to all or substantially all of the stock or assets
of the Company to expressly assume and agree to perform the Company's
obligations under this Agreement, in the same manner and to the same extent
that the Company would be required to perform them if no such succession had
taken place.
5.2 Assignment by Executive. This Agreement shall inure to the
benefit of and be enforceable by Executive's executors or administrators or
heirs. If Executive should die after any amount has become payable to Executive
hereunder but prior to payment, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to
Executive's estate or designated beneficiary. Executive's rights hereunder shall
not otherwise be assignable.
SECTION 6
CONFIDENTIALITY OF COMPANY INFORMATION; NONSOLICITATION
6.1 Nonsolicitation of Customers, Clients and Suppliers. Executive
agrees that during the term of this Agreement and for twelve (12) calendar
months following his Qualifying Termination, he will not, directly or
indirectly, without the Company's prior written consent, contact any customer,
client or supplier of the Company or any of its Affiliates for business
purposes unrelated to furthering the business of the Company or its Affiliates.
Executive further agrees that for a period of twelve (12) calendar months
following the date of his Qualifying Termination, he will not directly or
indirectly, (i) contact, solicit or divert, or attempt to contact, solicit,
divert or take away, any customer, client or supplier of the Company or its
Affiliates for purposes of, or with respect to, providing a customer, client or
supplier to a competing business; or (ii) take any affirmative action with a
customer, client or supplier of the Company or its Affiliates for purposes of
providing a customer, client or supplier to a business competing with the
Company or its Affiliates. The prohibitions of the preceding sentence shall
apply only to customers, clients and suppliers of the Company with whom the
Executive had Material Contact on the Company's behalf during the twelve months
immediately preceding the Qualifying Termination. For purposes of this
Agreement, the Executive had "Material Contact" with a customer, client or
supplier if (a) he had business dealings with the customer, client or supplier
on the Company's behalf; (b) he was responsible for supervising or coordinating
the dealings between the Company and the customer, client or supplier; or (c)
he obtained Proprietary Information about the customer, client or supplier as a
result of his association with the Company.
6.2 Nonsolicitation of Employees. The Executive agrees that during
his employment with the Company and for twelve (12) calendar months after his
Qualifying Termination, the Executive will not, directly or indirectly, solicit
or attempt to recruit or hire any employees of the Company or its Affiliates
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who were employed by the Company or its Affiliates at any time during the last
year of the Executive's employment with the Company and who are actively
employed by the Company or its Affiliates at the time of the solicitation or
attempted solicitation, to provide services similar to those performed by the
employee for the Company on behalf of, or for the purpose of engaging in
employment with, a competitor of the Company.
6.3 Nondisclosure of Trade Secrets and Proprietary Information.
Except to the extent reasonably necessary for Executive to perform his duties
for the Company, the Executive shall not, directly or indirectly, furnish or
disclose to any person, or use in any way, any trade secrets of the Company or
its Affiliates, for so long as such trade secrets remain "trade secrets" under
applicable state law. Except to the extent reasonably necessary for Executive
to perform his duties for the Company, Executive shall not, during the term of
this Agreement and for a period of twelve (12) calendar months following the
Executive's Qualifying Termination, directly or indirectly, furnish or disclose
to any person, or use in any way, for personal benefit or the benefit of
others, any Proprietary Information of the Company or its Affiliates.
6.4 Reasonableness. Executive has carefully considered the nature
and extent of the restrictions upon him and the rights and remedies conferred
on the Company under this Agreement, and Executive hereby acknowledges and
agrees that: (i) the restrictions and covenants contained herein, and the
rights and remedies conferred upon the Company, are necessary to protect the
goodwill and other value of the business of the Company; (ii) the restrictions
places upon Executive hereunder are fair and reasonable in time, will not
prevent him from earning a livelihood, and place no greater restraint upon the
Executive than is reasonably necessary to secure the business and goodwill of
the Company; (iii) the Company is relying upon the restrictions and covenants
contained herein in continuing to make available to Executive information
concerning the business of the Company; (iv) the Executive's employment
hereunder places him in a position of confidence and trust with the Company and
its employees, customers and suppliers; and (v) the provisions of this section
shall be interpreted so as to protect the Proprietary Information, and to
secure for the Company the exclusive benefits of the work performed on behalf
of the Company by the Executive under this Agreement, and not to unreasonably
limit his ability to engage in employment and consulting activities in
noncompetitive areas which do not endanger the Company's legitimate interests
expressed in this Agreement.
6.5 Remedy for Breach. Executive acknowledges and agrees that his
breach of any of the covenants contained in this Article of this Agreement will
cause irreparable injury to the Company and that remedies at law available to
the Company for any actual or threatened breach by the Executive of such
covenants will be inadequate and that the Company shall be entitled to specific
performance of the covenants in this Article or injunctive relief against
activities in violation of this Article by temporary or permanent injunction or
other appropriate judicial remedy, writ or order, without the necessity or
proving actual damages. This provision with respect to injunctive relief shall
not diminish the right of the Company to claim and recover monetary damages
against the Executive for any breach of this Agreement, in addition to
injunctive relief. The Executive acknowledges and agrees that the covenants
contained in this Article shall be construed as agreements independent of any
other provision of this or any other contract between the parties hereto, and
that the existence of any claim or cause of action by the Executive against the
Company, whether predicated upon this or any other contract, shall not
constitute a defense to the enforcement by the Company of said covenants.
Further, the Executive agrees that upon his violation of any of the
restrictions in Agreement, the Company may immediately cease any payments or
benefits provided hereunder to the Executive or his dependents.
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SECTION 7
MISCELLANEOUS
7.1 Invalidity of Any Provision. It is the intention of the parties
hereto that the provisions of this Agreement shall be enforced to the fullest
extent permissible under the laws of each state and jurisdiction in which such
enforcement is sought, but that the unenforceability (or the modification to
conform with such laws) of any provision hereof shall not render unenforceable
or impair the remainder of this Agreement which shall be deemed amended to
delete or modify, as necessary, the invalid or unenforceable provisions. The
parties further agree to alter the balance of this Agreement in order to render
the same valid and enforceable. The terms of the restrictive covenant
provisions of this Agreement shall be deemed modified to the extent necessary
to be enforceable and, specifically, without limiting the foregoing, if the
term of the applicable restrictive covenant is too long to be enforceable, it
shall be modified to encompass the longest term which is enforceable and, if
the scope of the geographic area of the applicable restrictive covenant is too
great to be enforceable, it shall be modified to encompass the greatest area
that is enforceable.
7.2 Costs of Enforcement. In any action taken in good faith
relating to the enforcement of this Agreement or any provision herein, the
Executive shall be entitled to be paid any and all costs and expenses incurred
by him in enforcing or establishing his rights thereunder, including, without
limitation, reasonable attorneys' fees, whether suit be brought or not, and
whether or not incurred in arbitration, trial, bankruptcy or appellate
proceedings, but only if the Executive is successful on at least one material
issue raised in the enforcement proceeding; provided, that the total amount of
any and all costs and expenses payable by the Company to the Executive under
this provision shall be limited to $100,000.
7.3 Applicable Law. This Agreement shall be construed and enforced
in accordance with the laws of the State of Georgia.
7.4 Arbitration. Any claim or dispute arising under this Agreement
shall be subject to arbitration, and prior to commencing any court action, the
parties agree that they shall arbitrate all controversies. The arbitration
shall be conducted in Atlanta, Georgia, in accordance with the Employment
Dispute Rules of the American Arbitration Association and the Federal
Arbitration Act, 9 U.S.C. ss.1, et. seq. The arbitrator(s) shall be authorized
to award both liquidated and actual damages, in addition to injunctive relief,
but no punitive damages. The arbitrator(s) may also award attorney's fees and
costs, without regard to any restriction on the amount of such award under
Georgia or other applicable law. Such an award shall be binding and conclusive
upon the parties hereto, subject to 9 U.S.C. ss.10. Each party shall have the
right to have the award made the judgment of a court of competent jurisdiction.
7.5 Waiver of Breach. The waiver of a breach of any provision of
this Agreement by a party hereto shall not operate or be construed as a wavier
of any subsequent breach by the other party hereto.
7.6 Successors and Assigns. This Agreement shall inure to the
benefit of the Company and its Affiliates, and their respective successors and
assigns. This Agreement shall inure to the benefit of and
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be enforceable by the Executive's estate and/or legal representatives.
7.7 Assignment of Agreement. This Agreement is not assignable by
the Executive, but shall be freely assignable by the Company to any successor
with the written consent of the Executive. The Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company to assume expressly and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it
if no such succession had taken place.
7.8 Notices. All notices, demands and other communications
hereunder shall be in writing and shall be delivered in person or deposited in
the United States mail, certified or registered, with return receipt requested,
as follows:
if to Executive:
Xx. Xxxxxxxx X. Xxxxxxxx
0000 Xxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
if to Company:
AMERICAN BUSINESS PRODUCTS, INC.
Attention: President and Chief Executive Officer
0000 XxxxxXxxx Xxxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
7.9 Entire Agreement. This Agreement contains the entire agreement
of the parties with respect to severance benefits. All understanding and
agreements heretofore made between the parties hereto with respect to severance
benefits, including any offer letter or other agreements between the Company
and the Executive, are hereby superseded by this document which alone fully and
completely expresses the agreements of the parties. This Agreement may not be
changed orally but only by an agreement in writing signed by both parties.
7.10 Survival of Provisions. The provisions of Article 4 -
Restrictive Covenants shall survive termination of this Agreement.
7.11 Captions. The captions appearing in this Agreement are inserted
only as a matter of convenience and in no way define, limit, construe or
describe the scope or intent of any provisions of this Agreement or in any way
affect this Agreement.
IN WITNESS WHEREOF, the Company and Executive have executed this
Agreement, to be effective as of the day and year first written above.
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COMPANY:
AMERICAN BUSINESS PRODUCTS, INC.
By: /s/ W. Xxxxx Xxxx
-------------------------------------------
W. Xxxxx Xxxx
Chairman of the Compensation Committee of the
Board of Directors
EXECUTIVE:
/s/ Xxxxxxxx X. Xxxxxxxx
----------------------------------------------
Xxxxxxxx X. Xxxxxxxx
