Ex 10.2
EXECUTION COPY
RETENTION AND SEVERANCE AGREEMENT
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 Xxxx X. Xxxxxx (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.
(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 shall not have the title, duties,
responsibilities, status and authority of (x) Chairman, CEO and President of the
North American Group of the Company (U.S. and Canada) and (y) a member of the
Office of the President of Parent, in each case, reporting only to the Chief
Executive Officer of Parent; (ii) the Executive is assigned duties inconsistent
with the Executive's status as a senior officer of Parent in the positions
described in (i)(x) and (y) above (including, without limitation, the reduction
of the Executive's authority and responsibility for the operation 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) Parent and the Executive fail to agree before September 30, 1999
on an increase in the Executive's Base Salary and Target Bonus that is
reasonably related to the increase in the Executive's authorities and
responsibilities, or such increased Base Salary or Target Bonus are reduced at
any time; (vi) the Executive's place of employment or the North American Group
corporate headquarters is based at a location more than ten miles away from
Greenwich, CT; (vii) 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; (viii) Parent or the Company
fails to pay any amounts due to the Executive; (ix) the Executive is required to
travel substantially more than he or she traveled prior to the Effective Date;
(x) the Company breaches any of the provisions of this Agreement; or (xi) the
Executive shall not be entitled to diversify Parent stock holdings without
limitation (except if prohibited by law).
(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 three-year period
commencing on the date of the Executive's Termination of Employment.
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(i) "TARGET BONUS" shall mean the Executive's maximum
bonus eligibility under the Company's management bonus plan.
(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 and one-half
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 beginning
on the Effective Date and ending on the third 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 and one-half 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 third 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
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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 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 and one-half 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
third 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
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payment accompanied with such evidence of fees and expenses incurred as the
Company reasonably may require.
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 eighteen-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 $2,268,750, 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 eighteen-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.
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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 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 280G(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 and interest 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 280G 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 likely 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 final 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.
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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 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 11 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
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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 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
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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:
(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
or 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 or
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 exercise 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,
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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 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 pre-empted 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.
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The parties have duly executed this Agreement as of the date
first written above.
WORLD COLOR PRESS, INC. EXECUTIVE
---------------------------------- ------------------------------
By: Xxxx X. Xxxxxx
Title: 00 Xxxxxx Xxx
Xxxxxxxxx, XX 00000
