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EXHIBIT 10
SEVERANCE AGREEMENT
This Severance Agreement ("Agreement") is entered into and effective as
of this 30th day of June, 1999, by and between AMERICAN BUSINESS PRODUCTS,
INC. (the "Company") and XXXXXXX X. XXXXX (the "Executive").
WHEREAS, Executive is presently employed by 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 certain key
executives of the Company to their 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 has previously entered into an agreement with the
Executive providing for certain severance benefits, and the Company desires to
combine the existing agreement with an agreement to provide protection to the
Executive in the event of a termination of his employment following a Change in
Control; and
WHEREAS, the Company's Board of Directors has authorized the Company to
enter into protective agreements with designated key executives of the Company,
one of whom is 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 including, but not limited to, Executive's
continuing employment with the Company, 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
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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 Products, Inc. 1999 Incentive Compensation Plan.
1.5 "Company" shall mean American Business Products, Inc.
1.6 "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 for which he becomes eligible to receive benefits under
the Company's long-term disability plan.
1.7 "Effective Date" shall mean July 1, 1999.
1.8 "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 other than the metropolitan Atlanta area; or (v) any failure by a
successor to the Company to assume and agree to perform the Company's
obligations hereunder.
1.9 "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.
1.10 "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.
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SECTION 2
TERM OF AGREEMENT
2.1 Term of Agreement. This Agreement shall commence on the Effective
Date and shall continue in effect until the fourth anniversary of that date (the
"Initial Term"). This Agreement may be extended for additional one-year periods
upon written agreement by the parties (each one-year extension shall be referred
to as a "Successive Period").
2.2 Extension of Term Upon Change in Control. In the event that a
Change in Control occurs during the Initial Term of this Agreement, the term of
this Agreement shall automatically and irrevocably continue through the end of
the Initial Term; provided, that if the remainder of the Initial Term is less
than one year, the term of the Agreement shall be for a term ending on the first
anniversary of the effective date of the Change in Control. In the event that a
Change in Control occurs during 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 practical 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 practical 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 payment of $330,000.00.
(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
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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 become immediately vested in the
same proportion as the proportion of the current year (or applicable
performance period for long-term cash bonuses, performance share awards
or performance-based restricted stock awards) which has been completed,
with performance deemed to have been met at target level, and the
vested portion shall be immediately payable or nonforfeitable (as
applicable) upon the Qualifying Termination. Any outstanding stock
options or restricted stock awards (with only time-based restrictions)
of the Executive shall immediately become exercisable or nonforfeitable
(as applicable) upon the Qualifying Termination and shall remain
exercisable for a period of twelve (12) months following the Qualifying
Termination.
(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 practical 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 practical following such a
Qualifying Termination, but no later than 10 business days following
such Qualifying Termination, the Company shall
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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 (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
performance-based restricted stock award for a performance period which
has not been completed, shall become immediately vested with
performance deemed to have been met at target level, and two (2) times
the vested amount shall be immediately payable or nonforfeitable (as
applicable) upon the Qualifying Termination. Any outstanding stock
options or restricted stock awards (with only time-based restrictions)
of the Executive shall immediately become exercisable or nonforfeitable
(as applicable) upon the Qualifying Termination and shall remain
exercisable for a period of twelve (12) months following the Qualifying
Termination.
(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 Gross-Up Payment for Excise Taxes. In the event that any payment or
distribution by the Company to or for the benefit of the Executive due to a
Qualifying Termination under the provisions of this Agreement (a "Payment") is
determined (without regard to any additional payments required under this
Section 4.1) to be subject to the excise tax imposed by Section 4999 of the Code
or any interest or penalties are incurred by the Executive with respect to such
excise tax (such excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the "Excise Tax"), then the Executive
shall be entitled to receive an additional payment (a "Gross-Up Payment") in an
amount such that after payment by the Executive of all taxes (including any
interest or penalties imposed with respect to such taxes), including any income
taxes (and any interest and penalties imposed with respect thereto) and Excise
Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
4.2 Determination of Gross-Up Payment. All determinations required to
be made under Section 4.1, including whether and when a Gross-Up Payment is
required, the amount of such Gross-Up Payment and the assumptions to be utilized
in arriving at such determination, shall be made by the Company's regular
independent accounting firm (the "Accounting Firm") which shall provide detailed
supporting calculations both to the Company and the Executive within 15 business
days of the receipt of notice from the Executive that there has been a Payment,
or such earlier time as is requested by the Company. In the event that the
Accounting Firm is serving as accountant or auditor for the individual, entity
or group effecting the Change in Control, the Executive shall appoint another
nationally recognized accounting firm to make the determinations required
hereunder (which accounting firm shall then be referred to as the Accounting
Firm hereunder). All fees and expenses of the Accounting Firm shall be borne
solely by the Company. Any Gross-Up Payment shall be paid by the Company to the
Executive within 15 days of the receipt of the Accounting Firm's determination.
Any determination by the Accounting Firm shall be binding upon the Company and
the Executive. As a result of the uncertainty in the application of Section 4999
of the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that Gross-Up Payments which will not have been made
by the Company should have been made ("Underpayment"), consistent with the
calculations required to be made hereunder. In the event that the Executive
thereafter is required to make a payment of any Excise Tax, the Accounting Firm
shall determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for the benefit of the
Executive.
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 while any
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amount would be payable to Executive hereunder had Executive continued to live,
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 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.
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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.
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.
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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 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. Xxxxxxx X. Xxxxx
000 Xxxxx Xxxx
Xxxxxxxx, XX 00000
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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.
COMPANY:
AMERICAN BUSINESS PRODUCTS, INC.
By: /s/ W. XXXXX XXXX
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W. Xxxxx Xxxx
Chairman of the Compensation Committee of
the Board of Directors
EXECUTIVE:
/s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
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