Exhibit 10.34
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, dated as of this 3rd day of February, 1997, is by
and between U.S. Office Products Company (the "Company"), a Delaware
corporation, and Xxxxxx Xxxxxx ("Employee").
RECITALS
The Company desires to employ Employee and to have the benefit of his skills
and services, and Employee desires to accept employment with the Company, on the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises, terms, covenants
and conditions set forth herein, and the performance of each, the parties
hereto, intending legally to be bound, hereby agree as follows:
AGREEMENTS
1. EMPLOYMENT; TERM. The Company hereby employs Employee to perform the
duties described herein, and Employee hereby accepts employment with the
Company, for a term beginning on the date first written above (the "Commencement
Date") and continuing for a period of two years from the Commencement Date. The
term of this Agreement shall be extended automatically beyond the initial
two-year period for additional, successive one-year terms, unless the Company
notifies the Employee no less than six months prior to the end of the initial
period or of any renewal period, as applicable, that it does not intend to
extend the term for an additional period at the end of the then-effective term.
The initial period, together with all renewal periods, if any, shall be referred
to in this Agreement as the "Term." In addition to termination in the event of a
decision of non-renewal by the Company this Agreement may be terminated prior to
the end of the Term in the manner provided for in Section 6 below. This
Agreement also may be terminated prior to the end of the Term in the manner
provided for in Section 6 below.
2. POSITION AND DUTIES. The Company hereby employs Employee as the President
of the Company's North American Office Products Group. Employee shall have such
responsibilities, duties and authority as are delegated to him from time to time
by the President of the Company and/or the Board of Directors of the Company
(the "Board"). Employee will report directly to the President of the Company.
Employee hereby accepts this employment upon the terms and conditions herein
contained and agrees to devote all of his professional time, attention, and
efforts to promote and further the business of the Company. Employee shall
faithfully adhere to, execute, and fulfill all policies established by the
Company.
3. COMPENSATION. For all services rendered by Employee, the Company shall
compensate Employee as follows:
(a) BASE SALARY. Effective on the Commencement Date, the base salary
payable to Employee shall be $450,000 per year, payable on a regular basis
in accordance with the Company's standard payroll procedures, but not less
than monthly.
(b) INCENTIVE BONUS. During the Term, Employee shall be eligible to
receive an incentive bonus up to the amount, based upon the criteria, and
payable at such times as are, specified in Exhibit A attached hereto. The
amount, manner of payment, and form of consideration, if any, shall be
determined by the Board or the Committee, in its sole and absolute
discretion, and such determination shall be binding and final. To the extent
that such bonus is to be determined in light of financial performance during
a specified fiscal period and this Agreement commences on a date after the
start of such fiscal period, any bonus payable in respect of such fiscal
period's results may be prorated. In addition, if the period of Employee's
employment hereunder expires before the end of a fiscal period, and if
Employee is eligible to receive a bonus at such time (such eligibility being
subject to the restrictions set forth in Section 6 below), any bonus payable
in respect of such fiscal period's results
may be prorated. Notwithstanding the foregoing, no later than the end of the
first twelve months of Employee's employment hereunder, Employee shall
receive incentive compensation in an amount of no less than $150,000.
(c) PERQUISITES, BENEFITS, AND OTHER COMPENSATION. During the Term,
Employee shall be entitled to receive such perquisites and benefits as are
offered by the Company to senior executive officers of the Company, subject
to such changes, additions, or deletions as the Company may make from time
to time, as well as such other perquisites or benefits as may be specified
from time to time by the Board. Employee shall be entitled to four weeks of
paid vacation per year during the Term, with accrual and use thereof to be
in accordance with the Company's policies regarding such matters, as in
effect from time to time. In addition, management of the Company shall
request that the Compensation Committee of the Board grant to Employee, with
vesting to begin as of the Commencement Date, 250,000 options to purchase
common stock of the Company, under the terms and conditions of the Company's
Amended and Restated 1994 Long-Term Incentive Plan (the "Plan"). Such
options shall have a ten-year term, shall vest in 25% increments each year
over a four-year period, and shall be subject to limits on exercise as are
specified in the Plan or in any grant certificate or agreement entered into
by Employee and the Company. The grant of such options shall be conditioned
upon Employee's execution of this Agreement and commencement of employment
with the Company.
4. EXPENSE REIMBURSEMENT. The Company shall reimburse Employee for (or, at
the Company's option, pay) all business travel and other out-of-pocket expenses
reasonably incurred by Employee in the performance of his services hereunder
during the Term. All reimbursable expenses shall be appropriately documented in
reasonable detail by Employee upon submission of any request for reimbursement,
and in a format and manner consistent with the Company's expense reporting
policy, as well as applicable federal and state tax record keeping requirements.
5. PLACE OF PERFORMANCE. Employee understands that he may be requested by
the Company to relocate from his present residence to another geographic
location in order to more efficiently carry out his duties and responsibilities
under this Agreement or as part of a promotion or a change in duties and
responsibilities. In such event, if Employee agrees to relocate, the Company
will provide Employee with a relocation allowance, in an amount determined by
the Company, to assist Employee in covering the costs of moving himself, his
immediate family, and their personal property and effects. The total amount and
type of costs to be covered shall be determined by the Company, in light of
prevailing Company policy at the time. In connection with the commencement of
Employee's employment hereunder, the Company shall reimburse Employee for costs
incurred by him in connection with his own and his family's relocation from
Atlanta, Georgia to the Washington, D.C. metropolitan area. The exact amount of
such reimbursement shall be determined by the President of the Company, in
consultation with Employee, it being intended that Employee's relocation not
impose any significant out-of-pocket costs on Employee.
6. TERMINATION; RIGHTS ON TERMINATION. Employee's employment may be
terminated in any one of the followings ways, prior to the expiration of the
Term:
(a) DEATH. The death of Employee shall immediately terminate the Term,
and no severance compensation shall be owed to Employee's estate.
(b) DISABILITY. If, as a result of incapacity due to physical or mental
illness or injury, Employee shall have been unable to perform the material
duties of his position on a full-time basis for a period of four consecutive
months, or for a total of four months in any six-month period, then 30 days
after written notice to the Employee (which notice may be given before or
after the end of the aforementioned periods, but which shall not be
effective earlier than the last day of the applicable period), the Company
may terminate Employee's employment hereunder if Employee is unable to
resume his full-time duties at the conclusion of such notice period. If
Employee's employment is terminated as a result of Employee's disability,
the Company shall continue to pay Employee his base salary at the
then-current rate for the lesser of (i) one year from the effective date of
termination, or (ii) whatever
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time period is remaining under the then-current period of the Term (without
regard to renewals thereof). Such payments shall be made in accordance with
the Company's regular payroll cycle.
(c) TERMINATION BY THE COMPANY "FOR CAUSE." The Company may terminate
the Term upon written notice to Employee "for cause," which shall be: (i)
Employee's material breach of this Agreement, which breach is not cured
within 10 days of receipt by Employee of written notice from the Company
specifying the breach; (ii) Employee's gross negligence in the performance
of his duties hereunder, intentional nonperformance or mis-performance of
such duties, or refusal to abide by or comply with the directives of the
Board, his superior officers, or the Company's policies and procedures,
which actions continue for a period of at least 10 days after receipt by
Employee of written notice of the need to cure or cease; (iii) Employee's
willful dishonesty, fraud, or misconduct with respect to the business or
affairs of the Company, and that in the judgment of the Company materially
and adversely affects the operations or reputation of the Company; (iv)
Employee's conviction of a felony or other crime involving moral turpitude;
or (v) Employee's abuse of alcohol or drugs (legal or illegal) that, in the
Company's judgment, materially impairs Employee's ability to perform his
duties hereunder. In the event of a termination "for cause," as enumerated
above, Employee shall have no right to any severance compensation.
(d) WITHOUT CAUSE. At any time after the commencement of employment, the
Company may, without cause, terminate the Term and Employee's employment,
effective 30 days after written notice is provided to the Employee. Should
Employee be terminated by the Company without cause, Employee shall receive
from the Company the base salary at the rate then in effect for the longer
of (i) one year from the date of termination, or (ii) whatever time period
is remaining under the then-current period of the Term (without regard to
renewals thereof). Such payments shall be made in accordance with the
Company's regular payroll cycle. If Employee resigns or otherwise terminates
his employment for any reason or for no reason, Employee shall receive no
severance compensation.
(e) PAYMENT THROUGH TERMINATION. Upon termination of Employee's
employment for any reason provided above, Employee shall be entitled to
receive all compensation earned and all benefits and reimbursements
(including payments for accrued vacation and sick leave, in each case in
accordance with applicable policies of the Company) due through the
effective date of termination. Additional compensation subsequent to
termination, if any, will be due and payable to Employee only to the extent
and in the manner expressly provided above in this Section 6. In the event
of a termination by the Company due to non-renewal (as contemplated by
Section 1 above), Employee shall be entitled to continue to receive his base
salary for a period of one year from the date on which he receives notice of
non-renewal from the Company. This one-year period shall begin on the date
Employee receives a notice of non-renewal, and unless otherwise directed by
the Company, Employee shall remain obligated to continue to work for the
Company, under the terms of this Agreement, from the date of receipt of such
notice through the end of the then-current term of employment under this
Agreement. With respect to incentive bonus compensation, Employee shall be
entitled to receive any bonus declared but not paid prior to termination. In
addition, in the event of a termination by the Company under Section 6(b) or
6(d) that occurs no more than 90 days prior to the end of the Company's
then-current fiscal year, Employee shall be entitled to receive incentive
bonus compensation through the end of the Company's fiscal year in which
termination occurs, calculated as if Employee had remained employed by the
Company through the end of such fiscal year, and paid in such amounts, at
such times, and in such forms as are determined by the Board or the
Committee. Except as specified in the preceding two sentences, Employee
shall not be entitled to receive any incentive bonus compensation after the
effective date of termination of his employment. All other rights and
obligations of the Company and Employee under this Agreement shall cease as
of the effective date of termination, except that Employee's obligations
under Sections 7, 8, 9 and 10 below shall survive such termination in
accordance with their terms.
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7. RESTRICTION ON COMPETITION.
(a) During the Term, and thereafter, if Employee continues to be employed by
the Company and/or any other entity owned by or affiliated with the Company on
an "at will" basis, for the duration of such period, and thereafter for a period
equal to the longer of (x) two years, or (y) the period during which Employee is
receiving any severance pay from the Company, Employee shall not, directly or
indirectly, for himself or on behalf of or in conjunction with any other person,
company, partnership, corporation, business, group, or other entity (each, a
"Person"):
(i) engage, as an officer, director, shareholder, owner, partner, joint
venturer, or in a managerial capacity, whether as an employee, independent
contractor, consultant, advisor, or sales representative, in any business
selling any products or services in direct competition with the Company,
within 100 miles of any location where the Company conducts business (the
"Territory");
(ii) call upon any Person who is, at that time, within the Territory, an
employee of the Company for the purpose or with the intent of enticing such
employee away from or out of the employ of the Company;
(iii) call upon any Person who or that is, at that time, or has been,
within one year prior to that time, a customer of the Company within the
Territory for the purpose of soliciting or selling products or services in
direct competition with the Company within the Territory; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon
any Person who or that, during Employee's employment by the Company was
either called upon by the Company as a prospective acquisition candidate or
was the subject of an acquisition analysis conducted by the Company.
(b) The foregoing covenants shall not be deemed to prohibit Employee from
acquiring as an investment not more than one percent of the capital stock of a
competing business, whose stock is traded on a national securities exchange or
through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be
employed by the Company and enters into a business or pursues other activities
that, at such time, are not in competition with the Company, Employee shall not
be chargeable with a violation of this Section 7 if the Company subsequently
enters the same (or a similar) competitive business or activity or commences
competitive operations within 100 miles of the Employee's new business or
activities. In addition, if Employee has no actual knowledge that his actions
violate the terms of this Section 7, Employee shall not be deemed to have
breached the restrictive covenants contained herein if, promptly after being
notified by the Company of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to the Company shall mean
U.S. Office Products Company, together with its subsidiaries and affiliates.
(e) The covenants in this Section 7 are severable and separate, and the
unenforceability of any specific covenant shall not affect the provisions of any
other covenant. If any provision of this Section 7 relating to the time period
or geographic area of the restrictive covenants shall be declared by a court of
competent jurisdiction to exceed the maximum time period or geographic area, as
applicable, that such court deems reasonable and enforceable, said time period
or geographic area shall be deemed to be, and thereafter shall become, the
maximum time period or largest geographic area that such court deems reasonable
and enforceable and this Agreement shall automatically be considered to have
been amended and revised to reflect such determination.
(f) All of the covenants in this Section 7 shall be construed as an
agreement independent of any other provision in this Agreement, and the
existence of any claim or cause of action of Employee against the Company,
whether predicated on this Agreement or otherwise, shall not constitute a
defense to the
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enforcement by the Company of such covenants; PROVIDED, that upon the failure of
the Company to make any payments required under this Agreement, the Employee
may, upon 30 days' prior written notice to the Company, waive his right to
receive any additional compensation pursuant to this Agreement and engage in any
activity prohibited by the covenants of this Section 7. It is specifically
agreed that the period of two years stated at the beginning of this Section 7,
during which the agreements and covenants of Employee made in this Section 7
shall be effective, shall be computed by excluding from such computation any
time during which Employee is in violation of any provision of this Section 7.
(g) If the time period specified by this Section 7 shall be reduced by law
or court decision, then, notwithstanding the provisions of Section 6 above,
Employee shall be entitled to receive from the Company his base salary at the
rate then in effect solely for the longer of (i) the time period during which
the provisions of this Section 7 shall be enforceable under the provisions of
such applicable law, or (ii) the time period during which Employee is not
engaging in any competitive activity, but in no event longer than the applicable
period provided in Section 6 above.
(h) Employee has carefully read and considered the provisions of this
Section 7 and, having done so, agrees that the restrictive covenants in this
Section 7 impose a fair and reasonable restraint on Employee and are reasonably
required to protect the interests of the Company and its officers, directors,
employees, and stockholders. It is further agreed that the Company and Employee
intend that such covenants be construed and enforced in accordance with the
changing activities, business, and locations of the Company throughout the term
of these covenants.
8. CONFIDENTIAL INFORMATION. Employee hereby agrees to hold in strict
confidence and not to disclose to any third party any of the valuable,
confidential, and proprietary business, financial, technical, economic, sales,
and/or other types of proprietary business information relating to the Company
(including all trade secrets), in whatever form, whether oral, written, or
electronic (collectively, the "Confidential Information"), to which Employee
has, or is given (or has had or been given), access as a result of his
employment by the Company. It is agreed that the Confidential Information is
confidential and proprietary to the Company because such Confidential
Information encompasses technical know-how, trade secrets, or technical,
financial, organizational, sales, or other valuable aspects of the Company's
business and trade, including, without limitation, technologies, products,
processes, plans, clients, personnel, operations, and business activities. This
restriction shall not apply to any Confidential Information that (a) becomes
known generally to the public through no fault of the Employee; (b) is required
by applicable law, legal process, or any order or mandate of a court or other
governmental authority to be disclosed; or (c) is reasonably believed by
Employee, based upon the advice of legal counsel, to be required to be disclosed
in defense of a lawsuit or other legal or administrative action brought against
Employee; PROVIDED, that in the case of clauses (b) or (c), Employee shall give
the Company reasonable advance written notice of the Confidential Information
intended to be disclosed and the reasons and circumstances surrounding such
disclosure, in order to permit the Company to seek a protective order or other
appropriate request for confidential treatment of the applicable Confidential
Information.
9. INVENTIONS. Employee shall disclose promptly to the Company any and all
significant conceptions and ideas for inventions, improvements, and valuable
discoveries, whether patentable or not, that are conceived or made by Employee,
solely or jointly with another, during the period of employment or within one
year thereafter, and that are directly related to the business or activities of
the Company and that Employee conceives as a result of his employment by the
Company, regardless of whether or not such ideas, inventions, or improvements
qualify as "works for hire." Employee hereby assigns and agrees to assign all
his interests therein to the Company or its nominee. Whenever requested to do so
by the Company, Employee shall execute any and all applications, assignments, or
other instruments that the Company shall deem necessary to apply for and obtain
Letters Patent of the United States or any foreign country or to otherwise
protect the Company's interest therein.
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10. RETURN OF COMPANY PROPERTY. Promptly upon termination of Employee's
employment by the Company for any reason or no reason, Employee or Employee's
personal representative shall return to the Company (a) all Confidential
Information; (b) all other records, designs, patents, business plans, financial
statements, manuals, memoranda, lists, correspondence, reports, records, charts,
advertising materials, and other data or property delivered to or compiled by
Employee by or on behalf of the Company or its representatives, vendors, or
customers that pertain to the business of the Company, whether in paper,
electronic, or other form; and (c) all keys, credit cards, vehicles, and other
property of the Company. Employee shall not retain or cause to be retained any
copies of the foregoing. Employee hereby agrees that all of the foregoing shall
be and remain the property of the Company and be subject at all times to their
discretion and control.
11. INDEMNIFICATION. In the event Employee is made a party to any threatened
or pending action, suit, or proceeding, whether civil, criminal, administrative,
or investigative (other than an action by the Company against Employee, and
excluding any action by Employee against the Company), by reason of the fact
that he is or was performing services under this Agreement or as an officer or
director of the Company, then, to the fullest extent permitted by applicable
law, the Company shall indemnify Employee against all expenses (including
reasonable attorneys' fees), judgments, fines, and amounts paid in settlement,
as actually and reasonably incurred by Employee in connection therewith. Such
indemnification shall continue as to Employee even if he has ceased to be an
employee, officer, or director of the Company and shall inure to the benefit of
his heirs and estate. The Company shall advance to Employee all reasonable costs
and expenses directly related to the defense of such action, suit, or proceeding
within 20 days after written request therefore by Employee to the Company,
PROVIDED, that such request shall include a written undertaking by Employee, in
a form acceptable to the Company, to repay such advances if it shall ultimately
be determined that Employee is or was not entitled to be indemnified by the
Company against such costs and expenses. In the event that both Employee and the
Company are made a party to the same third-party action, complaint, suit, or
proceeding, the Company will engage competent legal representation, and Employee
agrees to use the same representation; PROVIDED, that if counsel selected by the
Company shall have a conflict of interest that prevents such counsel from
representing Employee, Employee may engage separate counsel and the Company
shall pay all reasonable attorneys' fees of such separate counsel. The
provisions of this Section 11 are in addition to, and not in derogation of, the
indemnification provisions of the Company's By-laws. The foregoing
indemnification also shall be applicable to Employee in his capacity as an
officer, director, or representative of any subsidiary of the Company, or any
other entity, but in each case only to the extent that Employee is serving at
the request of the Board.
12. NO PRIOR AGREEMENTS. Employee hereby represents and warrants to the
Company that the execution of this Agreement by Employee, his employment by the
Company, and the performance of his duties hereunder will not violate or be a
breach of any agreement with a former employer, client, or any other Person.
Further, Employee agrees to indemnify and hold harmless the Company and its
officers, directors, and representatives for any claim, including, but not
limited to, reasonable attorneys' fees and expenses of investigation, of any
such third party that such third party may now have or may hereafter come to
have against the Company or such other persons, based upon or arising out of any
non-competition agreement, invention, secrecy, or other agreement between
Employee and such third party that was in existence as of the date of this
Agreement. To the extent that Employee had any oral or written employment
agreement or understanding with the Company, this Agreement shall automatically
supersede such agreement or understanding, and upon execution of this Agreement
by Employee and the Company, such prior agreement or understanding automatically
shall be deemed to have been terminated and shall be null and void.
13. ASSIGNMENT; BINDING EFFECT. Employee understands that he has been
selected for employment by the Company on the basis of his personal
qualifications, experience, and skills. Employee agrees, therefore, that he
cannot assign all or any portion of his performance under this Agreement. This
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Agreement may not be assigned or transferred by the Company without the prior
written consent of Employee. Subject to the preceding two sentences, this
Agreement shall be binding upon, inure to the benefit of, and be enforceable by
the parties hereto and their respective heirs, legal representatives,
successors, and assigns.
14. COMPLETE AGREEMENT; WAIVER; AMENDMENT. This Agreement is not a promise
of future employment. Employee has no oral representations, understandings, or
agreements with the Company or any of its officers, directors, or
representatives covering the same subject matter as this Agreement. This
Agreement is the final, complete, and exclusive statement and expression of the
agreement between the Company and Employee with respect to the subject matter
hereof and cannot be varied, contradicted, or supplemented by evidence of any
prior or contemporaneous oral or written agreements. This written Agreement may
not be later modified except by a further writing signed by a duly authorized
officer of the Company and Employee, and no term of this Agreement may be waived
except by a writing signed by the party waiving the benefit of such term.
15. NOTICE. Whenever any notice is required hereunder, it shall be given in
writing addressed as follows:
To the Company: U.S. Office Products Company
0000 Xxxxxx Xxxxxxxxx Xxxxxx, X.X.
Suite 600 East
Washington, D.C. 20007
Attn: General Counsel
To Employee: U.S. Office Products Company
0000 Xxxxxx Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 000 Xxxx
Xxxxxxxxxx, X.X. 00000
Attn: Xxxxxx Xxxxxx
PERSONAL AND CONFIDENTIAL
Notice shall be deemed given and effective three days after the deposit in
the U.S. mail of a writing addressed as above and sent first class mail,
certified, return receipt requested, or, if sent by express delivery, hand
delivery, or facsimile, when actually received. Either party may change the
address for notice by notifying the other party of such change in accordance
with this Section 15.
16. SEVERABILITY; HEADINGS. If any portion of this Agreement is held invalid
or inoperative, the other portions of this Agreement shall be deemed valid and
operative and, so far as is reasonable and possible, effect shall be given to
the intent manifested by the portion held invalid or inoperative. This
severability provision shall be in addition to, and not in place of, the
provisions of Section 7(e) above. The paragraph headings herein are for
reference purposes only and are not intended in any way to describe, interpret,
define or limit the extent or intent of the Agreement or of any part hereof.
17. EQUITABLE REMEDY. Because of the difficulty of measuring economic losses
to the Company as a result of a breach of the restrictive covenants set forth in
Sections 7, 8, 9 and 10, and because of the immediate and irreparable damage
that would be caused to the Company for which monetary damages would not be a
sufficient remedy, it is hereby agreed that in addition to all other remedies
that may be available to the Company at law or in equity, the Company shall be
entitled to specific performance and any injunctive or other equitable relief as
a remedy for any breach or threatened breach of the aforementioned restrictive
covenants.
18. ARBITRATION. Any unresolved dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration
conducted in accordance with the rules of the American Arbitration Association
then in effect. The arbitrators shall not have the authority to add to,
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detract from, or modify any provision hereof nor to award punitive damages to
any injured party. A decision by a majority of the arbitration panel shall be
final and binding. Judgment may be entered on the arbitrators' award in any
court having jurisdiction. The direct expense of any arbitration proceeding
shall be borne by the Company. Each party shall bear its own counsel fees. The
arbitration proceeding shall be held in Washington, D.C. Notwithstanding the
foregoing, the Company shall be entitled to seek injunctive or other equitable
relief, as contemplated by Section 17 above, from any court of competent
jurisdiction, without the need to resort to arbitration.
19. GOVERNING LAW. This Agreement shall in all respects be construed
according to the laws of the State of Delaware, without regard to its conflict
of laws principles.
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IN WITNESS WHEREOF, the parties hereto have cause this Agreement to be duly
executed as of the date first written above.
U.S. OFFICE PRODUCTS COMPANY
By: /s/ XXXXXXX X. XXXXX
-----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
EMPLOYEE:
/S/ XXXXXX XXXXXX
------------------------------
Xxxxxx Xxxxxx
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EXHIBIT A
Under the Company's Incentive Bonus Plan, Employee will be eligible to earn
up to 100% of Employee's base salary in bonus compensation, payable out of a
bonus pool determined by the Company's Board of Directors or a compensation
committee thereof, depending upon the achievement of specified criteria and
payable in the form of cash, stock options, or other non-cash awards, in such
proportions, and in such forms, as are determined by the Company's Board of
Directors or a compensation committee thereof. Bonuses under the Incentive Bonus
Plan will be determined by measuring Employee's performance, the Company's
performance and the North American Office Products Group's performance based on
the following criteria, weighted as indicated, and measured against target
performance levels established by the Company's Board of Directors or such
compensation committee: (i) the Company's profit -- 25%, (ii) the profit of the
North American Office Products Group--50%, and (iii) revenue growth of the North
American Office Products Group due to acquisitions -- 25%.
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