EXHIBIT 10.8
RETENTION AND SEVERANCE AGREEMENT
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AGREEMENT made as of August 16, 1999 between World Color Press, Inc., a
Delaware corporation (the "Company"), with offices at 000 Xxxxxxxxxx Xxxx,
Xxxxxxxxx, XX 00000, and __________________ (the "Executive").
WHEREAS, the Executive is employed by the Company or by one of its
wholly-owned consolidated subsidiaries;
WHEREAS, Executive and the Company entered into a Change in Control
Severance Agreement as of April 16, 1999 (the "CIC Agreement"), which provides
for severance benefits upon certain terminations within two years following a
"Change in Control" (as defined therein);
WHEREAS, through a wholly-owned subsidiary, Quebecor Printing Inc. (the
"Parent") intends to acquire the Company in a two-step transaction, and the
consummation of the first step tender offer (the "Effective Date") will
constitute a Change in Control under the CIC Agreement; PROVIDED, HOWEVER, that
in the event the transaction is converted to a one-step merger, the Change in
Control and therefore the Effective Date hereunder will occur upon the effective
date of such merger;
WHEREAS, the Company wishes to encourage and provide incentive to the
Executive to remain with and devote full time and attention to the business
affairs of the Company and wishes to provide income protection to the Executive
following the Change in Control;
NOW, THEREFORE, in consideration of the mutual agreement and
understandings set forth herein and for other good and valuable consideration,
the receipt and adequacy of which is hereby acknowledged, the Company and the
Executive hereby agree as follows:
1. DEFINITIONS.
(a) "BASE SALARY" shall mean the Executive's regular annual
rate of base pay as of the date in question.
(b) "CAUSE" shall mean the Executive's (i) conviction or
guilty plea or plea of nolo contendere of a felony involving fraud or
dishonesty; (ii) theft or embezzlement of property from Parent or the Company;
or (iii) willful and continued refusal by the Executive substantially to perform
the duties of his or her position (other than any such failure resulting from
Executive's incapacity due to physical or mental illness or any such actual or
anticipated failure after the Executive's issuance of a notice of termination
for "Good Reason" (as defined herein)), within a reasonable period of time after
receipt of written notice from the Company specifying the manner in which the
Company believes the Executive is not substantially performing the duties of his
or her position. For this definition, no act or failure to act shall be deemed
willful unless done, or omitted to be done, by the Executive not in good faith
and without reasonable belief that the Executive's act, or failure to act was in
the best interests of the Company. amended.
(c) "CODE" shall mean the Internal Revenue Code of 1986, as
amended.
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(d) "DATE OF TERMINATION" shall mean fifteen days following a
party's receipt of the Notice of Termination, or upon the death of the
Executive.
(e) The Executive shall have "GOOD REASON" to terminate
employment if (i) the Executive is not elected, reelected, or otherwise
continued in the office of the Company which he or she held immediately prior to
the Effective Date, or he or she is removed as a member of the Board of
Directors of the Company if the Executive was a director immediately prior to
the Effective Date; (ii) the Executive's duties, responsibilities, status or
authority are materially reduced, diminished or adversely altered from those in
effect immediately prior to the Effective Date or the Executive is assigned
duties inconsistent with the Executive's status as a senior officer of the
Company; (iii) the Executive's level of compensation or benefits in effect
immediately prior to or after the Effective Date is reduced; (iv) the potential
benefit of the Executive under any performance-based bonus, equity or other
incentive plan of the Company in effect immediately prior to the Effective Date
is reduced; (v) the Executive's employment is based at a location more than ten
miles away from the location at which it is based immediately prior to the
Effective Date; (vi) any purchaser, assign, surviving corporation, or successor
of Parent or the Company or their respective businesses or assets (whether by
acquisition, merger, liquidation, consolidation, reorganization, sale or
transfer of assets of business or otherwise) fails or refuses to expressly
assume in writing this Agreement and all of the duties and obligations of the
Company hereunder pursuant to Paragraph 14 hereof; (vii) Parent or the Company
fails to pay any amounts due to the Executive; (viii) the Executive is required
to travel substantially more than he or she traveled prior to the Effective
Date; or (ix) the Company breaches any of the provisions of this Agreement.
(f) "NOTICE OF TERMINATION" During the term of this Agreement,
any purported termination of the Executive's employment (other than by reason of
death) shall be communicated by written Notice of Termination from one party
hereto to the other party hereto in accordance with Paragraph 15 hereof. For
purposes of this Agreement, a "Notice of Termination" shall mean a notice which
shall indicate the specific termination provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstance claimed to
provide a basis for termination of the Executive's employment under the
provision so indicated.
(g) "PERMANENT DISABILITY shall mean the Executive is unable
to engage in the activities required by the Executive's job by reason of any
medically determined physical or mental impairment for a period of six
consecutive months or for an aggregate of nine months in any twenty-four
consecutive month period.
(h) "SEVERANCE PERIOD" shall be the two-year period commencing
on the date of the Executive's Termination of Employment.
(i) "TARGET BONUS" shall mean the Executive's maximum bonus
eligibility under the Company's management bonus plan.
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(j) "TERMINATION OF EMPLOYMENT" shall mean the termination of
the Executive's employment with the Company and its affiliates for any reason.
2. TERM. The initial term of this Agreement shall be for the period
commencing on the Effective Date, if and only if such Effective Date occurs, and
ending on the fifth anniversary thereafter. The term shall be automatically
extended by one additional day for each day beyond the fifth anniversary of the
date of this Agreement that the Executive remains employed by Parent or the
Company until such time as Parent or the Company (as applicable) elects to cease
such extension by giving written notice of such to the Executive. The Agreement
shall thus terminate on the second anniversary of the effective date of such
notice.
3. RETENTION Bonuses. The Executive shall be entitled to a bonus (the
"Retention Bonus") equal to a cash payment of (i) one times the sum of the
Executive's Base Salary and Target Bonus, as in effect on the Effective Date and
(ii) the benefits under all defined benefit and cash balance plans (including
but not limited to the World Color Press, Inc. Cash Balance Plan and
Supplemental Executive Retirement Plan (collectively, the "Pension Plans"))
which the Executive would accrue during the period from the Effective Date until
the second anniversary of the Effective Date if he or she were to continue
employment with the Company, assuming no change in Base Salary and Target Bonus,
each as in effect immediately prior to the Effective Date, assuming full bonus
payout and without regard to any amendment to the Pension Plans made subsequent
to the Effective Date. Forty percent of such cash amount shall be paid on the
Effective Date and sixty percent of such cash amount shall be paid on the first
anniversary of the Effective Date if the Executive remains employed by the
Company or its affiliates.
4. SEVERANCE BENEFITS,
(a) TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. The
Executive shall be entitled to severance benefits if, during the two year period
commencing on the Effective Date, the Executive has a Termination of Employment
initiated (i) by the Company or any of its affiliates without Cause or (ii) by
the Executive for Good Reason. Such severance benefits shall include (i) a cash
payment, which shall be payable in one lump sum as soon as reasonably
practicable after the Date of Termination, but in no event later than fourteen
days thereafter, equal to (x) one times the sum of the Executive's Base Salary
and Target Bonus, each as in effect upon the Termination of Employment (without
giving effect to any reduction which constitutes Good Reason) (or, if higher,
immediately prior to the Effective Date), and (y) the amount under all of the
Pension Plans which the Executive would have accrued during the period from the
Date of Termination until the second anniversary of the Date of Termination had
the Executive continued employment with the Company, assuming no change in Base
Salary and Target Bonus, each as in effect immediately prior to the Termination
of Employment (without giving effect to any reduction that constitutes Good
Reason) (or, if higher, immediately prior to the Effective Date), assuming full
bonus payout and without regard to any amendment to the Pension Plans made upon
or subsequent to the Effective Date, PROVIDED, HOWEVER, that such amount shall
be reduced by the amount, if any, of the Retention Bonus (defined below) already
paid to the Executive; PROVIDED, FURTHER, that after such reduction the
Executive shall be entitled to no less than one times the sum of the Executive's
then current Base Salary and the Target
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Bonus; (ii) continuation during the Severance Period of coverage under and
participation in employee welfare and fringe benefit plans or programs that the
Executive (and any beneficiary) is covered under or participating in immediately
prior to the Notice of Termination (without giving effect to any reduction in
such benefits which constitutes Good Reason) (or, if more favorable to the
Executive, immediately prior to the Effective Date) (or substantially equivalent
plans or programs on a benefit by benefit basis), subject to reduction of such
employee welfare and fringe benefit plans upon re-employment and receipt by the
Executive of comparable benefits under welfare and fringe benefit plans of a
successor employer during the Severance Period; and (iii) receipt of
outplacement services during the Severance Period, which services are no less
favorable than the executive outplacement provided by the Company, consistent
with past practices.
(b) TERMINATION UPON DEATH OR DISABILITY. The Executive (or
his or her representative, if applicable) shall be entitled to the following
severance benefits if, during the two year period commencing on the Effective
Date, the Executive has a Termination of Employment due to death or permanent
disability: (i) a cash payment, which shall be payable in one lump sum as soon
as reasonably practicable after the Date of Termination, but in no event later
than fourteen days thereafter, equal to (x) one times the sum of the Executive's
Base Salary and Target Bonus, each as in effect upon the Termination of
Employment (or, if higher, immediately prior to the Effective Date), and (y) the
amount under all of the Pension Plans which the Executive would have accrued
during the period from the Date of Termination until the second anniversary of
the Date of Termination had the Executive continued employment with the Company,
assuming no change in Base Salary and Target Bonus, each as in effect
immediately prior to the Termination of Employment (or, if higher, immediately
prior to the Effective Date), assuming full bonus payout and without regard to
any amendment to the Pension Plans made subsequent to the Effective Date;
PROVIDED, HOWEVER, that such amount shall be reduced by the amount, if any, of
the Retention Bonus already paid to the Executive; and (ii) continuation during
the Severance Period of coverage under and participation in employee welfare and
fringe benefit plans or programs that the Executive (and any beneficiary) is
covered under or participating in immediately prior to the Date of Termination
(or, if more favorable to the Executive, immediately prior to the Effective
Date) (or substantially equivalent plans or programs on a benefit by benefit
basis).
(c) LEGAL AND ACCOUNTING FEES AND EXPENSES. The Company also
shall pay to the Executive all legal and accounting fees and expenses incurred
by the Executive as a result of a termination which entitles the Executive to
the severance benefits hereunder (including all such fees and expenses, if any,
incurred in disputing any such termination or in seeking in good faith to obtain
or enforce any benefit or right provided by this Agreement or in connection with
any tax audit or proceeding to the extent attributable to the application of
Section 4999 of the Code to any payment of benefit provided by the Company).
Such payments shall be made within five business days after delivery of the
Executive's written requests for payment accompanied with such evidence of fees
and expenses incurred as the Company reasonably may require.
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5. PAYMENTS OTHER THAN SEVERANCE. Subject to Paragraph 9 herein, upon
any Termination of Employment, whether or not the severance benefits outlined in
Paragraph 4 above are payable, the Executive shall also be entitled to all
compensation and other amounts accrued, due and owing to Executive from Parent
or the Company or under any employee benefit plan of Parent or the Company, as
of the Date of Termination including, without limitation, under the Pension
Plans.
6. EXECUTIVE'S AGREEMENTS.
(a) NON-COMPETE. In consideration of the Noncompete Payment,
the Executive hereby covenants and agrees that for the twelve-month period
following the earlier of any Termination of Employment and the first anniversary
of the Effective Date, he or she shall not directly or indirectly, own, manage,
operate, join, control or participate in the ownership, management, operation or
control, or be connected as a director, officer, employee, partner, consultant
or otherwise with any Competing Business, other than as a shareholder or
beneficial owner, directly or indirectly of five percent or less of the
outstanding securities of a publicly held Competing Business. For purposes of
this Agreement, "Competing Business" means any business, firm or enterprise
engaged in a business substantially similar to the Company's printing business
as it exists at the time of the Effective Date within the same geographical
locations in the United States in which the Company operates on the Effective
Date. The "Noncompete Payment" shall be equal to $225,000, forty percent of
which shall be paid on the Effective Date and sixty percent of which shall be
paid on the earlier of the first anniversary of the Effective Date and
termination of the Executive's employment without Cause, for Good Reason or by
reason of death or Permanent Disability.
(b) NON-SOLICITATION. In consideration of the Noncompete
Payment, the Executive hereby covenants and agrees that for the twelve-month
period following the earlier of any Termination of Employment and the first
anniversary of the Effective Date, he or she shall not directly or indirectly,
(i) solicit any employee of the Company or its affiliates to leave the
employment of the Company or its affiliates, or (ii) solicit any customer of the
Company or its affiliates to end its business relations with the Company or its
affiliates.
(c) ENFORCEMENT. It is expressly understood and agreed that
although the Executive and the Company consider the restrictions contained in
this Paragraph 6 to be reasonable, if a final judicial determination is made by
a court of competent jurisdiction that the time or territory or any other
restriction contained in this Agreement is an unenforceable restriction against
the Executive, the provisions of this Agreement shall not be rendered void but
shall be deemed amended to apply as to such MAXIMUM time and territory and to
such maximum extent as such court may judicially determine or indicate to be
enforceable. Alternatively, if any court of competent jurisdiction finds that
any restriction contained in this Agreement is unenforceable, and such
restriction cannot be amended so as to make it enforceable, such finding shall
not affect the enforceability of any of the other restrictions contained herein.
7. GOLDEN PARACHUTE GROSS-UP. If, in the written opinion of a
nationally recognized accounting firm, selected by the Company and reasonably
acceptable to the
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Executive for this purpose (at the Company's expense), or if so alleged by the
Internal Revenue Service ("IRS"), the aggregate of the benefit payments and
provisions under this Agreement and any other arrangement between the Executive
and Parent or the Company (the "Payments") would cause the payment or provision
of one or more of such benefits to constitute an "excess parachute payment" as
defined in Section 28OG(b) of the Code, then the Company will pay to the
Executive an additional amount in cash (the "Gross-Up Payment") equal to the
amount necessary to cause the net amount retained by the Executive, after
deduction of any (i) excise tax on the Payments, (ii) federal, state or local
income tax on the Gross-Up Payment, (iii) excise tax on the Gross-Up Payment and
(iv) any penalty related to the Payments, to be equal to the aggregate
remuneration the Executive would have received, excluding such Gross-Up Payment
(net of all federal, state and local excise and income taxes), as if Sections
28OG and 4999 of the Code (and any successor provisions thereto) had not been
enacted into law. The Gross-Up Payment provided for in this Paragraph shall be
made within ten days after the termination of Executive's employment or the date
on which any Payment is made that is reasonably Rely to constitute an "excess
parachute payment"; PROVIDED, HOWEVER, that if the amount of the Gross- Up
Payment cannot be finally determined at the time, the Company shall pay to
Executive an estimate as determined in good faith by the Company of such
payments (together with interest at the rate provided in section 1274(b)(2)(B)
of the Code) as soon as the amount thereof can be determined but in no event
after the earlier of (i) the date any related withholding taxes are due or (ii)
the thirtieth day after the date of termination or the date on which any Payment
is made that is reasonably likely to constitute an "excess parachute payment."
The Company agrees to reimburse the Executive for reasonable fees and
expenses (including reasonable attorneys and accountants fees and expenses) in
connection with any audit or assessment by the IRS if a claim ("Claim") arises
out of, or results from the treatment or characterization by the IRS of any
Payments made by Parent or the Company and for the cost of preparing the
Executive's income tax returns for the year in which any Payment by Parent or
the Company may be characterized as an excess parachute payment. The Executive
shall notify the Company in writing of any such Claim as soon as practicable,
but in no event later than ten business days after the Executive is informed of
such Claim and shall cooperate with the Company in good faith to effectively
contest the Claim. The Company shall, at its expense, control all proceedings in
connection with such contest and, at its sole option, may pursue or forego any
and all administrative appeals, proceedings, hearings and conferences with the
taxing authority in respect of such Claim and the Executive agrees to cooperate
in the prosecution of such contest in such manner as the Company shall
reasonably determine, subject to the Company's obligations hereunder; PROVIDED,
HOWEVER, that no formal resolution of such claim may be made by the Company
without the Executive's consent if such resolution could adversely affect the
Executive. Notwithstanding the foregoing, if the Company forgoes further
prosecution of such contest, the Executive may elect to continue such
prosecution and the Company shall cooperate with the Executive and shall be
liable for the fees and expenses in connection with such further prosecution.
8. EMPLOYMENT AT-WILL. Notwithstanding anything to the contrary
contained herein, the Executive's employment with the Company is not for any
specified term and may be terminated by the Executive or by the Company at any
time, for any reason, with or
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without cause, without liability except with respect to the severance benefits
provided hereunder or as required by law or any other contract or employee
benefit plan or practice.
9. WAIVER OF OTHER SEVERANCE BENEFITS. The benefits payable pursuant to
this Agreement are in lieu of any other severance benefits which may otherwise
be payable to the Executive upon termination within two years following a change
in control pursuant to agreement, policy or practice, except those benefits
which are to be made available to the Executive as required by applicable law.
10. DISPUTE. All claims by the Executive for benefits under this
Agreement shall be directed to and determined by the Board of Directors of the
Company and shall be in writing. Any denial by the Board of Directors of the
Company of a claim for benefits under this Agreement shall be delivered to the
Executive in writing and shall set forth the specific reasons for the denial and
the specific provisions of this Agreement relied upon. Any dispute or
controversy arising under, out of, in connection with or in relation to this
Agreement shall, at the election and upon written demand of either party, be
finally determined and settled by binding arbitration in the town of Greenwich,
CT, using a mutually agreeable single arbitrator, in accordance with the Labor
Arbitration rules and procedures of the American Arbitration Association, and
judgment upon the award may be entered in any court having jurisdiction thereof.
The arbitrator shall have the power to order specific performance, mandamus, or
other appropriate legal or equitable relief to enforce the provisions of this
Agreement. The Company shall pay all costs of the arbitration and all reasonable
attorney's and accountant's fees and expenses of the Executive in connection
therewith.
11. COMPENSATION DURING DISPUTE. If a purported termination occurs
during the two years following the Effective Date, and such termination is
disputed by any party, the Company shall continue to pay the Executive the full
compensation in effect when the notice giving rise to the dispute was given
(including, but not limited to, salary) and continue the Executive as a
participant in all compensation, benefit and insurance plans in which the
Executive was participating when the notice giving rise to the dispute was given
until the dispute is finally resolved in accordance with Paragraph 10 hereof.
Amounts paid under this Paragraph 10 are in addition to all other amounts due
under this Agreement (other than those due under Paragraph 5 hereof) and shall
not be offset against or reduce any other amounts due under this Agreement. In
addition, any Gross-Up Payment due under Paragraph 7 shall be increased to take
into account any increased benefits under this Paragraph.
12. NO SET-OFF. There shall be no right of set-off or counterclaim in
respect of any claim, debt, or obligation against any payment to or benefit for
the Executive provided for in this Agreement.
13. NO MITIGATION OBLIGATION. The parties hereto expressly agree that
the payment of the benefits by the Company to the Executive in accordance with
the terms of this Agreement will be liquidated damages, and, except with respect
to reduction of employee welfare and fringe benefits but only to the extent
specifically provided for in Paragraph 4(a), that the Executive shall not be
required to mitigate the amount of any payment provided for in this
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Agreement by seeking other employment or otherwise, nor shall any profits,
income, earnings or other benefits from any source whatsoever create any
mitigation, offset, reduction or any other obligation on the part of the
Executive hereunder or otherwise.
14. SUCCESSORS: BINDING AGREEMENT,
(a) This Agreement shall not be terminated by the voluntary or
involuntary dissolution of the Company or by any merger or consolidation where
the Company is not the surviving corporation, or upon any transfer of all or
substantially all of the Company's assets, or any other change in control. The
Company shall require any purchaser, assign, surviving corporation, or successor
(whether direct or indirect, by purchase, merger, consolidation, reorganization
or otherwise) to all or substantially all of the business and/or assets of the
Company, by agreement in the form and substance satisfactory to the Executive,
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent the Company would be required to perform if no such
succession had taken place. This Agreement shall be binding upon and inure to
the benefit of the Company and any purchaser, assign, surviving corporation or
successor to the Company, including without limitation any persons acquiring
directly or indirectly all or substantially all of the business and assets of
the Company whether by purchase, merger, consolidation, reorganization, transfer
of all or substantially all of the business or assets of the Company, or
otherwise (and such purchaser, assign, surviving corporation or successor shall
thereafter be deemed the "Company" for the purposes of this Agreement), but this
Agreement shall not otherwise be assignable, transferable or delegable by the
Company.
(b) This Agreement shall inure to the benefit of and be
enforceable by the Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees and/or legatees.
(c) This Agreement is personal in nature and neither of the
parties hereto shall, without the consent of the other, assign, transfer or
delegate this Agreement or any rights or obligations hereunder except as
expressly provided in this Paragraph 14. Without limiting the generality of the
foregoing, the Executive's right to receive payments hereunder shall not be
assignable, transferable or delegable, whether by pledge, creation of a security
interest or otherwise, or otherwise subject to anticipation, alienation, sale,
encumbrance, charge, hypothecation, or set-off in respect of any claim, debt, or
obligation, or to execution, attachment, levy or similar process, or assignment
by operation of law, other than by a transfer by his or her will or by the laws
of descent and distribution. Any attempt, voluntary or involuntary, to effect
any action prohibited by this Paragraph shall be null, void, and of no effect.
15. NOTICES. Any notice, request, claim, demand, document and other
communication hereunder to any party shall be effective upon receipt (or refusal
of receipt) and shall be in writing and delivered personally or sent by telex,
telecopy, or certified or registered mail, postage prepaid, or other similar
means of communication, as follows:
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(a) If to the Company, addressed to its principal executive
offices to the attention of its Secretary;
(b) If to the Executive, to him or her at the address set
forth in the signature page hereto after Executive's name, or at any such other
address as either party shall have specified by notice in writing to the other.
16. AMENDMENTS; WAIVERS. This Agreement may not be modified, amended,
or terminated except by an instrument in writing, signed by the Executive and by
a duly authorized representative of the Company. By an instrument in writing
similarly executed, either party may waive compliance by the other party with
any provision of this Agreement that such other party was of is obligated to
comply with or perform; provided, however, that such waiver shall not operate as
a waiver of, or estoppel with respect to, any other of subsequent failure. No
failure to exercise and no delay in exercising any right, remedy, or power
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, or power hereunder preclude any other or further
exercises thereof or the exercise of any other right, remedy, or power provided
herein or by law or in equity.
17. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter contained herein and
supersedes all prior agreements, including the CIC Agreement and Schedule 6.11
to the Agreement and Plan of Merger among Parent, Printing Acquisition Inc. and
the Company dated as of July 12, 1999 (the "Merger Agreement"), promises,
covenants, arrangements, communications, representations or warranties, whether
oral or written, by any officer, employee or representative of any party hereto.
The parties further intend that this Agreement shall constitute the complete and
exclusive statement of its terms and that no extrinsic evidence whatsoever may
be introduced in any judicial, administrative, or other legal proceeding
involving this Agreement. Notwithstanding the foregoing, nothing in this
Agreement shall affect the treatment of the Executive's stock options or
restricted stock or the Executive's third party beneficiary rights under the
Merger Agreement (except with respect to Schedule 6.11 of the Merger Agreement).
18. SEVERABILITY; ENFORCEMENT. If any provision of this Agreement, or
the application thereof to any person, place or circumstance shall be held by a
court of competent jurisdiction to be invalid, unenforceable or void, the
remainder of this Agreement and such provisions as applied to other persons,
places and circumstances shall remain in full force and effect.
19. INDEMNIFICATION. The Company shall indemnify, defend, and hold the
Executive harmless from and against any liability, damages, costs, or expenses
(including legal and accounting fees and expenses) in connection with any claim,
cause of action, investigation, litigation, or proceeding involving him or her
by reason of his or her having been an officer, director, employee, or agent of
the Company, unless it is judicially determined, in a final, nonappealable
order, that the Executive was guilty of gross negligence or willful misconduct.
The Company also agrees to maintain directors and officer liability insurance
for the benefit of the Executive for at least six years after the Effective
Date; PROVIDED that the Company shall be
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deemed to maintain such insurance if Parent so maintains directors and officer
liability insurance for the benefit of the Executive.
20. GOVERNING LAW. This Agreement shall be interpreted, administered
and enforced in accordance with the law of the State of Connecticut, except to
the extent preempted by Federal law.
21. SURVIVAL. Any paragraph hereunder that requires performance beyond
the termination of this Agreement, and the Company's or the Executive's (as
applicable) obligations thereunder, shall survive any termination of this
Agreement.
22. COUNTERPARTS. This Agreement may be signed in counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
The parties have duly executed this Agreement as of the date first
written above.
WORLD COLOR PRESS, INC. EXECUTIVE
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By:
Title:
