Exhibit 10.3
EXECUTION VERSION
CRC PRESS LLC
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of June 10, 1998, between CRC PRESS
LLC, a Delaware limited liability company (the "Company"), and Xxxxxx Xxxx (the
"Executive").
R E C I T A L S:
WHEREAS, the Company and the Executive entered into an Employment
Agreement dated as of January 13, 1997 (the "Original Agreement"); and
WHEREAS, in contemplation of an Initial Public Offering by the
Company's parent, the Company and the Executive desire to amend certain terms of
the Original Agreement and to embody in this Agreement all the term and
conditions of the Executive's employment by the Company as so amended;
NOW, THEREFORE, subject to Section 17 hereof, the parties hereby
agree that this Agreement supersedes and supplants the Original Agreement in all
respects and further agree as follows:
Section 1. Employment. The Company hereby agrees to employ the
Executive and the Executive hereby accepts employment with the Company, on the
terms and subject to the conditions hereinafter set forth. Subject to the terms
and conditions contained herein, the Executive shall serve as the President of
the Company and, in such capacity, shall report directly to the Board of
Directors (or in the event the Company has no Board of Directors, its operating
committee (collectively, the "Board of Directors")) and shall have such duties
as are typically performed by a president of a corporation, together with such
additional duties, commensurate with the Executive's position as a President of
the Company, as may be assigned to the Executive from time to time by the Board
of Directors. Subject to the reasonable requirements of the Board of Directors,
the Executive shall have the authority to hire employees for the Company. The
principal location of the Executive's employment shall be at the Company's
principal executive office located in Florida, although the Executive
understands and agrees that he may be required to travel from time to time for
business reasons.
Section 2. Term. Unless terminated pursuant to Section 6 hereof, the
Executive's employment, which commenced on January 13, 1997, shall continue
during the period ending on January 13, 2000 (the "Employment Term").
Section 3. Compensation.
(a) Salary. As compensation for the performance of the Executive's
services hereunder, the Company shall pay to the Executive a salary (the
"Salary") of $175,000 per annum through December 31 ,1998 and of $200,000 per
annum beginning January 1, 1999, with increases, if any, as may be approved in
writing by the Board of Directors. In the event the Company acquires another
business, by purchase of assets or stock, merger, consolidation or otherwise,
for a purchase price in excess of $50,000,000, the Board of Directors will
consider increasing the Salary. The Salary shall be payable in accordance with
the payroll practices of the Company as the same shall exist from time to time.
In no event shall the Salary be decreased during the Employment Term.
(b) Additional Payments. (i) In the event the Company or the
Company's parent completes an underwritten public offering of its equity
securities (an "Initial Public Offering") on or prior to December 31, 1998, the
Company shall pay the Executive an incentive payment in the amount of (A)
$700,000 in cash and (B) the number of shares (the "Shares") of the class of
securities offered to the public in such Initial Public Offering obtained by
dividing $250,000 by the initial public offering price per share. Such incentive
payment, if any, shall be payable on the date of the closing of such Initial
Public Offering.
(ii) In the event the Company achieves the financial performance
objectives, established by the Board of Directors, for the year ended December
31, 1999, the Company shall pay the Executive a bonus in an amount equal to 50%
of the Executive's base salary in effect at the end of such year. Such bonus, if
any, shall be payable promptly after the Company's financial results for such
year are finally determined.
(c) Benefits. In addition to the Salary and such additional
payments, if any, the Executive shall be entitled to participate in health,
insurance and other benefits provided to other senior executives of the Company
on terms no less favorable than those available to such senior executives of the
Company. The Executive shall also be entitled to the same number of vacation
days, holidays, sick days and other benefits as are generally allowed to other
senior executives of the Company in accordance with the Company policy in effect
from time to time.
(d) Stock Options. In the event an Initial Public Offering is
completed during either (i) the Employment Term or (ii) the eighteen (18) month
period following the Company's termination of the Executive's employment without
Just Cause, provided that the registration statement relating to the Initial
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Public Offering was filed with the Securities and Exchange Commission within
twelve (12) months following the Company's termination of the Executive's
employment without Just Cause and the Executive was employed by the Company for
at least thirty six (36) months, the Company shall, effective as of the closing
of the Initial Public Offering grant to the Executive options to acquire the
number of shares or similar securities offered to the public in the Initial
Public Offering obtained by dividing Three Million ($3,000,000) by the initial
public offering price of such shares or other securities (the "IPO Options").
The IPO Options shall be exercisable for a period of five (5) years commencing
on the date of the completion of the Initial Public Offering (the "Exercise
Period") for a price per share equal to the initial public offering price, and
shall vest as follows:
(i) One-third of the IPO Options shall become exercisable on
December 31, 1999; and
(ii) With respect to the remaining two-thirds of the IPO Options:
(A) If the Initial Public Offering occurs on or prior to
January 13, 2000, the Executive shall be entitled to exercise at any time
during the Exercise Period the number of such IPO Options obtained by
multiplying the total number of such IPO Options by a fraction, the
numerator of which is the number of full months between January 1997 and
the month in which the Initial Public Offering is completed and the
denominator of which is thirty six (36). All other such IPO Options shall
thereafter vest in equal monthly installments during the period commencing
with the month following the month in which the Initial Public Offering is
completed and ending with January 13, 2000; or
(B) If the Initial Public Offering occurs after January 13,
2000, the Executive shall be entitled to exercise at any time during the
Exercise Period any or all of such IPO Options.
Section 4. Exclusivity. During the Employment Term, the Executive
shall devote his full time to the business of the Company, shall faithfully
serve the Company, shall in all respects conform to and comply with the lawful
and reasonable directions and instructions given to him by the Board of
Directors in accordance with the terms of this Agreement, shall use his best
efforts to promote and serve the interests of the Company and shall not engage
in any other business activity, whether or not such activity shall be engaged in
for pecuniary profit, except that the Executive may (i) participate in the
activities of professional trade organizations related to the business of the
Company and (ii) engage in personal investing activities, provided that
activities set forth in these clauses
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(i) and (ii), either singly or in the aggregate, do not interfere in any
material respect with the services to be provided by the Executive hereunder.
Section 5. Reimbursement for Expenses. The Executive is authorized
to incur reasonable expenses in the discharge of the services to be performed
hereunder, including expenses for travel, entertainment, lodging and similar
items in accordance with the Company's expense reimbursement policy, as the same
may be modified by the Board of Directors from time to time. The Company shall
reimburse the Executive for all such proper expenses upon presentation by the
Executive of itemized accounts of such expenditures in accordance with the
financial policy of the Company, as in effect from time to time.
Section 6. Termination and Default.
(a) Death. This Agreement shall automatically terminate upon the
death of the Executive and upon such event, the Executive's estate shall be
entitled to receive the amounts specified in Section 6(e) below.
(b) Disability. If the Executive is unable to perform the duties
required of him under this Agreement because of illness, incapacity, or physical
or mental disability, this Agreement shall remain in full force and effect and
the Company shall pay all compensation required to be paid to the Executive
hereunder, unless the Executive is unable to perform the duties required of him
under this Agreement for an aggregate of 120 days (whether or not consecutive)
during any 12-month period during the term of this Agreement, in which event
this Agreement (other than Sections 6(e), 7, 8, 9 and 13 hereof), including, but
not limited to, the Company's obligations to pay any Salary or to provide any
privileges under this Agreement, shall terminate.
(c) Just Cause. If the Executive's employment is terminated pursuant
to this Section 6(c), the Executive shall be entitled to receive the amounts
specified in Section 6(e) below. In the event of termination pursuant to this
Section 6(c) for Just Cause, the Company shall deliver to the Executive written
notice setting forth the basis for such termination, which notice shall
specifically set forth the nature of the Just Cause which is the reason for such
termination. Termination of the Executive's employment hereunder shall be
effective upon delivery of such notice of termination. For purposes of this
Agreement, "Just Cause" shall mean: (i) the Executive's failure (except where
due to a disability contemplated by subsection (b) hereof), neglect or refusal
to perform his duties hereunder which failure, neglect or refusal shall not have
been corrected by the Executive within 30 days of receipt by the Executive of
written notice from the Company of such failure, neglect or refusal, which
notice
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shall specifically set forth the nature of said failure, neglect or refusal,
(ii) any willful or intentional act of the Executive that has the effect of
injuring the reputation or business of the Company or its affiliates in any
material respect; (iii) any continued or repeated absence from the Company,
unless such absence is (A) approved or excused by the Board of Directors or (B)
is the result of the Executive's illness, disability or incapacity (in which
event the provisions of Section 6(b) hereof shall control); (iv) use of illegal
drugs by the Executive or repeated drunkenness; (v) conviction of the Executive
for the commission of a felony; or (vi) the commission by the Executive of an
act of fraud or embezzlement against the Company.
(d) Resignation. The Executive shall not have the right to resign
his employment with the Company during the Employment Term.
(e) Payments. In the event that the Executive's employment hereunder
terminates for any reason, the Company shall pay to the Executive all amounts
accrued but unpaid hereunder through the date of termination in respect of
Salary or unreimbursed expenses, and additional payments under Section 3(b), if
any. Notwithstanding the foregoing, the Executive shall not be entitled to
receive any additional payments under Section 3(b) if he is terminated for Just
Cause or if he resigns in violation of Section 6(d). In the event the
Executive's employment hereunder is terminated prior to January 13, 1999 by the
Company without Just Cause, in addition to the amounts specified in the first
sentence of this subsection (e), (i) the Executive shall continue to receive the
Salary (less any applicable withholding or similar taxes) at the rate in effect
hereunder on the date of such termination periodically, in accordance with the
Company's prevailing payroll practices, through January 13, 1999 (the "Severance
Term"), (ii) the Executive shall be entitled to receive any incentive payment
payable under Section 3(b)(i), (iii) the Executive shall continue to receive any
health or insurance benefits provided to him as of the date of such termination
in accordance with Section 3(c) hereof during the Severance Term. In the event
the Executive accepts other employment or engages in his own business prior to
the last date of the Employment Term, the Executive shall forthwith notify the
Company and the Company shall be entitled to set off from amounts due the
Executive under this Section 6(e) the amounts paid to the Executive in respect
of such other employment or business activity. In the event the Executive's
employment hereunder is terminated after January 13, 1999 for any reason, the
Company shall pay to the Executive only the amounts accrued but unpaid hereunder
through the date of termination in respect of Salary or unreimbursed expenses or
additional payments under Section 3(b), if any, provided that if such
termination by the Company occurs during 1999, any bonus accrued pursuant to
Section 3(b)(ii) shall be pro rated for that portion of the year
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during which the Executive was employed by the Company. Amounts owed by the
Company in respect of the Salary or reimbursement for expenses under the
provisions of Section 5 hereof shall, except as otherwise set forth in this
Section 6(e), be paid promptly upon any termination. Amounts owed by the Company
in respect of additional payments, if any, shall, except as otherwise set forth
in this Section 6(e), be paid promptly after the amount of such payment has been
determined in accordance with Section 3(b). Upon any termination of this
Agreement, all of the rights, privileges and duties of the Executive hereunder
shall cease, except for his rights under this Section 6(e) and his obligations
under Sections 7, 8, 9, and 13 hereunder.
Section 7. Secrecy and Non-Competition.
(a) No Competing Employment. The Executive acknowledges that the
agreements and covenants contained in this Section 7 are essential to protect
the value of the Company's business and assets and by his current employment
with the Company and its subsidiaries, the Executive has obtained and will
obtain such knowledge, contacts, know-how, training and experience and there is
a substantial probability that such knowledge, know-how, contacts, training and
experience could be used to the substantial advantage of a competitor of the
Company and to the Company's substantial detriment. Therefore, the Executive
agrees that for the period commencing on the date of this Agreement and ending
on January 13, 2002 (such period is hereinafter referred to as the "Restricted
Period"), the Executive shall not participate or engage, directly or indirectly,
for himself or on behalf of or in conjunction with any person, partnership,
corporation or other entity, whether as an employee, agent, officer, director,
shareholder, partner, joint venturer, investor or otherwise, in any publishing
business undertaken or expressly contemplated to be undertaken by the Company or
any of its subsidiaries or by the Executive at any time during the Employment
Term. Notwithstanding the foregoing, in the event the Executive's employment is
terminated by the Company prior to January 13, 1999 without Just Cause, the
Restricted Period shall mean the period ending on January 13, 1999.
(b) Nondisclosure of Confidential Information. The Executive, except
in connection with his employment hereunder, shall not disclose to any person or
entity or use, either during the Employment Term or at any time thereafter, any
information not in the public domain or generally known in the industry, in any
form, acquired by the Executive while employed by the Company or any predecessor
to the Company's business or, if acquired following the Employment Term, such
information which, to the Executive's knowledge, has been acquired, directly or
indirectly, from any person or entity owing a duty of confidentiality to the
Company or any of its subsidiaries or affiliates, relating to the
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Company, its subsidiaries or affiliates, including but not limited to
information regarding customers, vendors, authors, suppliers, trade secrets,
training programs, manuals or materials, technical information, contracts,
systems, procedures, mailing or subscription lists, know-how, trade names,
improvements, price lists, financial or other data (including the revenues,
costs or profits associated with any of the Company's products or services),
business plans, code books, invoices and other financial statements, computer
programs, software systems, databases, discs and printouts, plans (business,
technical or otherwise), customer and industry lists, correspondence, internal
reports, personnel files, sales and advertising material, telephone numbers,
names, addresses or any other compilation of information, written or unwritten,
which is or was used in the business of the Company or any subsidiaries or
affiliates thereof. The Executive agrees and acknowledges that all of such
information, in any form, and copies and extracts thereof, are and shall remain
the sole and exclusive property of the Company, and upon termination of his
employment with the Company, the Executive shall return to the Company the
originals and all copies of any such information provided to or acquired by the
Executive in connection with the performance of his duties for the Company, and
shall return to the Company all files, correspondence and/or other
communications received, maintained and/or originated by the Executive during
the course of his employment.
(c) No Interference. During the Restricted Period, the Executive
shall not, whether for his own account or for the account of any other
individual, partnership, firm, corporation or other business organization (other
than the Company), directly or indirectly solicit, endeavor to entice away from
the Company or its subsidiaries, or otherwise directly interfere with the
relationship of the Company or its subsidiaries with any person who, to the
knowledge of the Executive, is employed by or otherwise engaged to perform
services for the Company or its subsidiaries (including, but not limited to, any
independent sales representatives or organizations) or who is, or was within the
then most recent twelve-month period, a customer or client, of the Company, its
predecessors or any of its subsidiaries. The placement of any general classified
or "help wanted" advertisements and/or general solicitations to the public at
large shall not constitute a violation of this Section 7(c) unless the
Executive's name is contained in such advertisements or solicitations.
(d) Inventions, etc. The Executive hereby sells, transfers and
assigns to the Company or to any person or entity designated by the Company all
of the entire right, title and interest of the Executive in and to all
inventions, ideas, disclosures and improvements, whether patented or unpatented,
and copyrightable material, made or conceived by the Executive,
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solely or jointly, during his employment by the Company which relate to methods,
apparatus, designs, products, processes or devices, sold, leased, used or under
consideration or development by the Company, or which otherwise relate to or
pertain to the business, functions or operations of the Company or which arise
from the efforts of the Executive during the course of his employment for the
Company. The Executive shall communicate promptly and disclose to the Company,
in such form as the Company requests, all information, details and data
pertaining to the aforementioned inventions, ideas, disclosures and
improvements; and the Executive shall execute and deliver to the Company such
formal transfers and assignments and such other papers and documents as may be
necessary or required of the Executive to permit the Company or any person or
entity designated by the Company to file and prosecute the patent applications
and, as to copyrightable material, to obtain copyright thereof. Any invention
relating to the business of the Company and disclosed by the Executive within
one year following the termination of his employment with the Company shall be
deemed to fall within the provisions of this paragraph unless proved to have
been first conceived and made following such termination.
Section 8. Injunctive Relief. Without intending to limit the
remedies available to the Company, the Executive acknowledges that a breach of
any of the covenants contained in Section 7 hereof may result in material
irreparable injury to the Company or its subsidiaries or affiliates for which
there is no adequate remedy at law, that it will not be possible to measure
damages for such injuries precisely and that, in the event of such a breach or
threat thereof, the Company shall be entitled to obtain a temporary restraining
order and/or a preliminary or permanent injunction, without the necessity of
proving irreparable harm or injury as a result of such breach or threatened
breach of Section 7 hereof, restraining the Executive from engaging in
activities prohibited by Section 7 hereof or such other relief as may be
required specifically to enforce any of the covenants in Section 7 hereof.
Section 9. Extension of Restricted Period. In addition to the
remedies the Company may seek and obtain pursuant to Section 8 of this
Agreement, the Restricted Period shall be extended by any and all periods during
which the Executive shall be found by a court to have been in violation of the
covenants contained in Section 7 hereof.
Section 10. Life Insurance. Executive agrees that the Company may
apply for, secure and own insurance on Executive's life (in amounts determined
by the Company). Executive agrees to cooperate fully in the application for and
securing of such insurance, including the submission by Executive to such
physical and other examinations, and the answering of such questions and
furnishing of such information by Executive, as may be required
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by the carrier(s) of such insurance. Notwithstanding anything to the contrary
contained herein, the Company shall not be required to obtain any insurance for
or on behalf of Executive.
Section 11. Successors and Assigns; No Third-Party Beneficiaries.
This Agreement shall inure to the benefit of, and be binding upon, the
successors and assigns of each of the parties, including, but not limited to,
the Executive's heirs and the personal representatives of the Executive's
estate; provided, however, that neither party shall assign or delegate any of
the obligations created under this Agreement without the prior written consent
of the other party. Notwithstanding the foregoing, the Company shall have the
unrestricted right to assign this Agreement and to delegate all or any part of
its obligations hereunder to any of its subsidiaries or affiliates, but in such
event such assignee shall expressly assume all obligations of the Company
hereunder and the Company shall remain fully liable for the performance of all
of such obligations in the manner prescribed in this Agreement. Nothing in this
Agreement shall confer upon any person or entity not a party to this Agreement,
or the legal representatives of such person or entity, any rights or remedies of
any nature or kind whatsoever under or by reason of this Agreement.
Section 12. Waiver and Amendments. Any waiver, alteration, amendment
or modification of any of the terms of this Agreement shall be valid only if
made in writing and signed by the parties hereto; provided, however, that any
such waiver, alteration, amendment or modification is consented to on the
Company's behalf by the Board of Directors. No waiver by either of the parties
hereto of their rights hereunder shall be deemed to constitute a waiver with
respect to any subsequent occurrences or transactions hereunder unless such
waiver specifically states that it is to be construed as a continuing waiver.
Section 13. Severability and Governing Law. The Executive
acknowledges and agrees that the covenants set forth in Section 7 hereof are
reasonable and valid in geographical and temporal scope and in all other
respects. If any of such covenants or such other provisions of this Agreement
are found to be invalid or unenforceable by a final determination of a court of
competent jurisdiction (a) the remaining terms and provisions hereof shall be
unimpaired and (b) the invalid or unenforceable term or provision shall be
deemed replaced by a term or provision that is valid and enforceable and that
comes closest to expressing the intention of the invalid or unenforceable term
or provision. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE.
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Section 14. Notices.
(i) All communications under this Agreement shall be in writing and
shall be delivered by hand or mailed by overnight courier or by registered or
certified mail, postage prepaid:
(1) if to the Executive, at 000 Xxxxxxxxx Xxxx, Xxxx Xxxxx, Xxxxxxx
00000, or at such other address as the Executive may have furnished the Company
in writing,
(2) if to the Company, at 0000 Xxxxxxxxx Xxxxxxxxx, X.X., Xxxx
Xxxxx, Xxxxxxx 00000, marked for the attention of the Board of Directors, or at
such other address as it may have furnished in writing to the Executive, or
(ii) Any notice so addressed shall be deemed to be given: if
delivered by hand, on the date of such delivery; if mailed by courier, on the
first business day following the date of such mailing; and if mailed by
registered or certified mail, on the third business day after the date of such
mailing.
Section 15. Section Headings. The headings of the sections and
subsections of this Agreement are inserted for convenience only and shall not be
deemed to constitute a part thereof, affect the meaning or interpretation of
this Agreement or of any term or provision hereof.
Section 16. Entire Agreement. This Agreement constitutes the entire
understanding and agreement of the parties hereto regarding the employment of
the Executive. This Agreement supersedes all prior negotiations, discussions,
correspondence, communications, understandings and agreements between the
parties relating to the subject matter of this Agreement.
Section 16. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original and all of which
together shall be considered one and the same agreement.
Section 17. Effective Time. This Agreement shall become effective on
the date of closing of an Initial Public Offering. If an Initial Public Offering
does not close on or prior to December 31, 1998, this Agreement shall terminate
and the Original Agreement shall continue to govern the relationship between the
Company and the Executive.
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Section 18. Representations and Warranties. The Executive represents
and warrants to the Company as follows:
(a) Authorization, Validity, etc.
(i) This Agreement, upon execution and delivery by the Executive,
will be duly executed and delivered by the Executive and (assuming due execution
and delivery hereof by the Company) will be the valid and binding obligation of
the Executive enforceable against the Executive in accordance with its terms.
(ii) Neither the execution and delivery of this Agreement nor the
performance of this Agreement in accordance with its terms and conditions by the
Executive (A) requires the approval or consent of any governmental body or of
any other person or (B) conflicts with or results in any breach or violation of,
or constitutes (or with notice or lapse of time or both would constitute) a
default under, any agreement, instrument, judgment, decree, order, statute,
rule, permit or governmental regulation applicable to the Executive. Without
limiting the generality of the foregoing, the Executive is not a party to any
non-competition, non-solicitation, no hire or similar agreement that restricts
in any way the Executive's ability to engage in any business or to solicit or
hire the employees of any person.
(b) Suitability.
(i) The Executive (A) has been furnished and has carefully read a
current draft of the Registration Statement on Form S-1 relating to the Initial
Public Offering (the "Registration Statement"), (B) has the requisite knowledge
and experience in financial and business matters to be capable of evaluating the
merits and risks of an investment in the Shares, (C) is able to bear the
economic risks of such investment in the Shares for an indefinite period, (D) at
the present time could afford a complete loss of such investment and (E) is an
"accredited investor" (as defined in Rule 501 under the Securities Act of 1933,
as amended (the "Securities Act")).
(ii) The Executive and his attorneys, accountants and other
representatives and advisors (A) have been given an opportunity to ask, and
have, to the extent that the Executive has considered necessary, asked questions
of, and have received answers from, representatives of the Company and its
affiliates concerning the issuance of the Shares and the affairs of the Company
and its affiliates, and such questions, if any, have been answered to the full
satisfaction of the Executive and such persons; and (B) have been given or
afforded access to all documents, records, books and additional information
which the Executive and such persons have requested regarding such matters.
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In accepting the Shares, the Executive is not relying on any oral information
furnished by or oral representation made by the Company or its affiliates or any
one acting on their behalf.
(c) Awareness.
(i) The Executive understands that the offer and sale of the Shares
has not been registered under the Securities Act or under any state securities
laws, in reliance upon exemptions therefrom for non-public offerings, and that
the Shares must be held indefinitely unless the sale thereof is subsequently
registered under the Securities Act and under certain state securities laws or
an exemption from such registration is available. The Executive understands that
the certificate or certificates for the Shares will bear a legend to such
effect.
(ii) The Executive agrees not to sell or otherwise transfer the
Shares unless they are registered under the Securities Act and under any
applicable securities laws, or an exemption from such registration is available.
The Executive understands that neither the Company nor any affiliate thereof is
required to register any Shares under the Securities Act, or take any steps to
perfect any exemption therefrom for any resale of the Shares pursuant to Rule
144 under the Securities Act, or otherwise. The Executive understands that there
may not be any public market for the Shares.
(iii) The Shares are being acquired solely for the Executive's own
account for investment, and not with a view to, or for resale in connection
with, any distribution of the Shares.
(iv) The Executive understands that no offering memorandum or sales
literature in connection with the issuance of the Shares has been filed with or
reviewed by the Securities and Exchange Commission or the state securities
administrators. No federal or state agency has passed upon the Shares or made
any finding or determination as to the merits thereof.
The representations and warranties of the Executive contained in
this Section 18 shall survive the execution, delivery and performance of this
Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.
CRC PRESS LLC
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Chairman
/s/ Xxxxxx Xxxx
--------------------
Xxxxxx Xxxx
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