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EXHIBIT 8
SEVERANCE AGREEMENT
This Severance Agreement ("Agreement") is entered into and effective
as of this 30th day of June, 1999, by and between AMERICAN BUSINESS
PRODUCTS, INC. (the "Company") and XXXXXXX X. XXXXXX (the "Executive").
WHEREAS, Executive is presently employed by the Company in a key
management capacity; and
WHEREAS, the Company's Board of Directors has determined that it is
appropriate and in the best interests of the Company and its shareholders to
reinforce and assure the continued attention and dedication of certain key
executives of the Company to their duties of employment without personal
distraction or conflict of interest as a result of the possibility or
occurrence of a change in control of the Company; and
WHEREAS, the Company has previously entered into an agreement with the
Executive providing for certain severance benefits, and the Company desires to
combine the existing agreement with an agreement to provide protection to the
Executive in the event of a termination of his employment following a Change in
Control; and
WHEREAS, the Company's Board of Directors has authorized the Company
to enter into protective agreements with designated key executives of the
Company, one of whom is the Executive;
NOW THEREFORE, in consideration of the foregoing, and of the mutual
covenants and agreements of the parties set forth in this Agreement, and of
other good and valuable consideration including, but not limited to,
Executive's continuing employment with the Company, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally
bound, agree as follows:
SECTION 1
DEFINITIONS
1.1 "Affiliate" shall mean any parent, brother-sister or subsidiary
corporation of the Company, any joint venture in which the Company owns at
least a 50 percent interest, and any partnership, limited liability partnership
or limited liability corporation in which the Company or any of its
wholly-owned subsidiaries owns at least a 50 percent interest.
1.2 "Board" shall mean the Board of Directors of the Company.
1.3 "Cause" shall mean (i) the Executive's willful and continued
failure to perform any substantial duty of his position with the Company and
its Affiliates (other than any such failure resulting from incapacity due to
Disability), within fifteen (15) days after a written demand for substantial
performance to the Executive which specifically identifies the manner in which
he has not substantially
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performed his duties; (ii) the Executive's willful engagement in any illegal
conduct or gross misconduct which is materially and demonstrably injurious to
the Company; or (iii) the Executive's engagement in any activity that is in
conflict of interest or competitive with the Company or its Affiliates (other
than any isolated, insubstantial and inadvertent action not taken in bad faith
and which is promptly remedied by the Executive upon notice).
1.4 "Change in Control" shall have the definition contained in the
American Business Products, Inc. 1999 Incentive Compensation Plan.
1.5 "Company" shall mean American Business Products, Inc.
1.6 "Disability" shall mean, for purposes of this Agreement, a
physical or mental impairment that prohibits the Executive from performing the
essential duties of his position, which is expected to be of a long and
continued duration, and for which he becomes eligible to receive benefits under
the Company's long-term disability plan.
1.7 "Effective Date" shall mean July 1, 1999.
1.8 "Good Reason" shall mean (i) the assignment of duties
inconsistent with the Executive's position, or any action by the Company which
results in diminution of the Executive's position, authority, duties or
responsibilities as in effect on the Effective Date (other than any isolated,
insubstantial and inadvertent action not taken in bad faith and which is
promptly remedied by the Company upon notice by the Executive); (ii) a
reduction in the Executive's base salary or benefits (unless such reduction in
benefits applies to all officers of the Company); (iii) a material breach by
the Company of its obligations hereunder; (iv) the Company requiring the
Executive to have his office based at a location other than the metropolitan
Atlanta area; or (v) any failure by a successor to the Company to assume and
agree to perform the Company's obligations hereunder.
1.9 "Proprietary Information" shall mean information that meets the
definition of "trade secret" under the laws of the State of Georgia (i.e., the
Uniform Trade Secrets Act, O.C.G.A. ss.10-1-760, et seq.), as well as any
scientific or technical information, design, process, procedure, formula or
improvement that is secret and of value, information that the Company takes
reasonable efforts to protect from disclosure and from which the Company
derives actual or potential economic value due to its confidential nature,
including, but not limited to, technical or nontechnical data, formulas,
complications, programs, devices, methods, techniques, drawings, processes,
financial data, lists of actual or potential customers, price lists, business
plans, customer and vendor records, training and operations materials and
memoranda, personnel records, financial information relating to the business of
the Company, accounts, customers, vendors, employees and affairs of the
Company, and any information marked "confidential" by the Company.
1.10 "Qualifying Termination" shall mean (a) the termination of
Executive's employment by the Company without Cause, or (b) the Executive's
termination of his employment for Good Reason. A Qualifying Termination shall
not include a termination of Executive's employment by reason of the
Executive's death, the Executive's Disability, the Executive's voluntary
termination of employment without Good Reason, or the termination of the
Executive's employment for Cause.
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SECTION 2
TERM OF AGREEMENT
2.1 Term of Agreement. This Agreement shall commence on the
Effective Date and shall continue in effect until the second anniversary of
that date (the "Initial Term"). This Agreement shall automatically be extended
for one additional year at the end of the Initial Term, and then for successive
one-year periods (each such one-year extension following the Initial Term shall
be a "Successive Period"). However, either party may terminate this Agreement
at the end of the Initial Term, or at the end of any Successive Period, by
giving the other party written notice of intent not to renew, delivered at
least sixty (60) calendar days prior to the end of such Initial Term or
Successive Period; provided, however, that any such termination of this
Agreement by the Company, which was to become effective within sixty (60) days
prior to the date of a Change in Control, shall be ineffective and shall be
deemed to be a Qualifying Termination.
2.2 Extension of Term Upon Change in Control. In the event that a
Change in Control occurs during the Initial Term or any Successive Period, the
term of this Agreement shall automatically and irrevocably become a term ending
on the first anniversary of the effective date of the Change in Control. This
Agreement shall be assigned to, and shall be assumed by, any successor to the
Company subsequent to such Change in Control.
SECTION 3
SEVERANCE BENEFITS
3.1 Entitlement to Benefits. If, for any reason constituting a
Qualifying Termination, the Executive's employment terminates during the period
beginning on the Effective Date of this Agreement and ending on the first
anniversary of the effective date of a Change in Control of the Company, the
Company shall provide to the Executive the benefits described in either Section
3.2 or Section 3.3 below, as applicable.
3.2 Severance Benefits. In the event of a Qualifying Termination
prior to a Change in Control of the Company, the Company shall pay and provide
to Executive each of the following benefits, subject to Executive's entitlement
to such benefits pursuant to Section 3.1 hereof:
(a) Accrued Pay and Benefits. As soon as practical
following such a Qualifying Termination, but no later than 10 business
days following such Qualifying Termination, the Company shall provide
the Executive with a lump sum cash payment equal to Executive's earned
but unpaid base salary, earned and unpaid vacation pay, and any
unreimbursed business expenses. Such payment shall constitute full
satisfaction for these amounts owed to Executive.
(b) Severance Pay. As soon as practical following such a
Qualifying Termination, but no later than 10 business days following
such Qualifying Termination, the Company shall provide the Executive
with a lump sum cash payment equal to one times the Executive's annual
rate of base salary in effect upon the date of the Qualifying
Termination.
(c) Welfare Benefits. For twelve (12) months following a
Qualifying Termination,
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the Company shall provide the Executive with continued medical,
dental, basic life insurance, officer life insurance, and accidental
death and dismemberment insurance benefits for the Executive and/or
the Executive's covered dependents at least equal to those which would
have been provided to them if the Executive's employment had not been
terminated, with the Company paying 100% of the cost of such benefits
during such period; provided, that such twelve-month period shall
offset any period of continuation coverage provided under COBRA
applicable to such benefits; provided further, however, that if the
Executive becomes employed with another employer and is eligible to
receive medical or other welfare benefits under another employer-
provided plan, the medical and other welfare benefits described herein
shall be secondary to those provided under such other plan during such
applicable period of continued eligibility.
(d) Bonuses and Stock Rights. Any cash bonus earned (but
which has not been paid) for a performance period that has been
completed prior to a Qualifying Termination shall be immediately
payable upon the Qualifying Termination. Any outstanding rights to (i)
any cash bonus that would by its terms be payable for or expire in the
current year (whether short-term or long-term), or (ii) a performance
share award or a performance-based restricted stock award for a
performance period which has not been completed, shall become
immediately vested in the same proportion as the proportion of the
current year (or applicable performance period for long-term cash
bonuses, performance share awards or performance-based restricted
stock awards) which has been completed, with performance deemed to
have been met at target level, and the vested portion shall be
immediately payable or nonforfeitable (as applicable) upon the
Qualifying Termination. Any outstanding stock options or restricted
stock awards (with only time-based restrictions) of the Executive
shall immediately become exercisable or nonforfeitable (as applicable)
upon the Qualifying Termination.
(e) Retirement Benefits. Upon the date of the Qualifying
Termination, the Executive shall forfeit the unvested portion of his
account in the Profit Sharing Retirement Plan and his Matching
Contributions Account in the Employee Savings Plan. Due to that
forfeiture, as soon as practicable, but no later than thirty (30) days
following the Qualifying Termination, the Company shall pay the
Executive a single sum cash payment in an amount equivalent to the
forfeited portion of his account in the Profit Sharing Retirement Plan
and his Matching Contributions Account in the Employee Savings Plan,
determined as of the most recent valuation date prior to the
Qualifying Termination. In addition, the Company shall pay the
Executive the amount of any benefit he forfeits under any nonqualified
retirement plan sponsored by the Company due to the Qualifying
Termination. Any payment under this provision shall be made from the
general assets of the Company and not from the trust fund of any
tax-qualified retirement plan. The Executive acknowledges that this
payment will be subject to taxes at the time of payment and will not
be eligible for rollover treatment.
(f) Outplacement Benefits. The Company shall provide
outplacement services for the Executive at a cost of up to Fifteen
Thousand Dollars ($15,000.00). The Company agrees to pay such amount
directly to an outplacement company of the Executive's choice.
3.3 Change in Control Severance Benefits. In the event of a
Qualifying Termination following a Change in Control of the Company, in lieu of
the benefits described in Section 3.2, the Company shall pay and provide to
Executive each of the following benefits, subject to Executive's entitlement to
such benefits pursuant to Section 3.1 hereof:
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(a) Accrued Pay and Benefits. As soon as practical following such
a Qualifying Termination, but no later than 10 business days following such
qualifying Termination, the Company shall provide the Executive with a lump sum
cash payment equal to Executive's earned but unpaid base salary, earned and
unpaid vacation pay, and any unreimbursed business expenses. Such payment shall
constitute full satisfaction for these amounts owed to Executive.
(b) Severance Pay. As soon as practical following such a
Qualifying Termination, but no later than 10 business days following such
Qualifying Termination, the Company shall provide the Executive with a lump sum
cash payment equal to two (2) times the Executive's annual rate of base salary
in effect upon the date of the Qualifying Termination.
(c) Welfare Benefits. For twelve (12) months following a
Qualifying Termination, the Company shall provide the Executive with continued
medical, dental, basic life insurance, officer life insurance, and accidental
death and dismemberment insurance benefits for the Executive and/or the
Executive's covered dependents at least equal to those which would have been
provided to them if the Executive's employment had not been terminated, with
the Company paying 100% of the cost of such benefits during such period;
provided, that such twelve-month period shall offset any period of continuation
coverage provided under COBRA applicable to such benefits; provided further,
however, that if the Executive becomes employed with another employer and is
eligible to receive medical or other welfare benefits under another
employer-provided plan, the medical and other welfare benefits described herein
shall be secondary to those provided under such other plan during such
applicable period of continued eligibility.
(d) Bonuses and Stock Rights. Any cash bonus earned (but which has
not been paid) for a performance period that has been completed prior to a
Qualifying Termination shall be immediately payable upon the Qualifying
Termination. Any outstanding rights to (i) any cash bonus that would by its
terms be payable for or expire in the current year (whether short-term or
long-term), or (ii) a performance share award or performance-based restricted
stock award for a performance period which has not been completed, shall become
immediately vested with performance deemed to have been met at target level,
and two (2) times the vested amount shall be immediately payable or
nonforfeitable (as applicable) upon the Qualifying Termination. Any outstanding
stock options or restricted stock awards (with only time-based restrictions) of
the Executive shall immediately become exercisable or nonforfeitable (as
applicable) upon the Qualifying Termination.
(e) Retirement Benefits. Upon the date of the Qualifying
Termination, the Executive shall forfeit the unvested portion of his account in
the Profit Sharing Retirement Plan and his Matching Contributions Account in
the Employee Savings Plan. Due to that forfeiture, as soon as practicable, but
no later than thirty (30) days following the Qualifying Termination, the
Company shall pay the Executive a single sum cash payment in an amount
equivalent to the forfeited portion of his account in the Profit Sharing
Retirement Plan and his Matching Contributions Account in the Employee Savings
Plan, determined as of the most recent valuation date prior to the Qualifying
Termination. In addition, the Company shall pay the Executive the amount of
any benefit he forfeits under any nonqualified retirement plan sponsored by the
Company due to the Qualifying Termination. Any payment under this provision
shall be made from the general assets of the Company and not from the trust
fund of any tax-qualified retirement plan. The Executive acknowledges that this
payment will be subject to taxes at the time of payment and will not be
eligible for rollover treatment.
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(f) Outplacement Benefits. The Company shall provide
outplacement services for the Executive at a cost of up to Fifteen
Thousand Dollars ($15,000.00). The Company agrees to pay such amount
directly to an outplacement company of the Executive's choice.
SECTION 4
EXCISE TAX
4.1 Gross-Up Payment for Excise Taxes. In the event that any
payment or distribution by the Company to or for the benefit of the Executive
due to a Qualifying Termination under the provisions of this Agreement (a
"Payment") is determined (without regard to any additional payments required
under this Section 4.1) to be subject to the excise tax imposed by Section 4999
of the Code or any interest or penalties are incurred by the Executive with
respect to such excise tax (such excise tax, together with any such interest
and penalties, are hereinafter collectively referred to as the "Excise Tax"),
then the Executive shall be entitled to receive an additional payment (a
"Gross-Up Payment") in an amount such that after payment by the Executive of
all taxes (including any interest or penalties imposed with respect to such
taxes), including any income taxes (and any interest and penalties imposed with
respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the
Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payments.
4.2 Determination of Gross-Up Payment. All determinations required
to be made under Section 4.1, including whether and when a Gross-Up Payment is
required, the amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determination, shall be made by the Company's
regular independent accounting firm (the "Accounting Firm") which shall provide
detailed supporting calculations both to the Company and the Executive within
15 business days of the receipt of notice from the Executive that there has
been a Payment, or such earlier time as is requested by the Company. In the
event that the Accounting Firm is serving as accountant or auditor for the
individual, entity or group effecting the Change in Control, the Executive
shall appoint another nationally recognized accounting firm to make the
determinations required hereunder (which accounting firm shall then be referred
to as the Accounting Firm hereunder). All fees and expenses of the Accounting
Firm shall be borne solely by the Company. Any Gross-Up Payment shall be paid
by the Company to the Executive within 15 days of the receipt of the Accounting
Firm's determination. Any determination by the Accounting Firm shall be binding
upon the Company and the Executive. As a result of the uncertainty in the
application of Section 4999 of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is possible that Gross-Up
Payments which will not have been made by the Company should have been made
("Underpayment"), consistent with the calculations required to be made
hereunder. In the event that the Executive thereafter is required to make a
payment of any Excise Tax, the Accounting Firm shall determine the amount of
the Underpayment that has occurred and any such Underpayment shall be promptly
paid by the Company to or for the benefit of the Executive.
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SECTION 5
SUCCESSORS AND ASSIGNMENT
5.1 Successors. The Company shall require any successor (whether
via a Change in Control, direct or indirect, by purchase, merger,
consolidation, or otherwise) to all or substantially all of the stock or assets
of the Company to expressly assume and agree to perform the Company's
obligations under this Agreement, in the same manner and to the same extent
that the Company would be required to perform them if no such succession had
taken place.
5.2 Assignment by Executive. This Agreement shall inure to the
benefit of and be enforceable by Executive's executors or administrators or
heirs. If Executive should die while any amount would be payable to Executive
hereunder had Executive continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement
to Executive's estate or designated beneficiary. Executive's rights hereunder
shall not otherwise be assignable.
SECTION 6
CONFIDENTIALITY OF COMPANY INFORMATION; NONSOLICITATION
6.1 Nonsolicitation of Customers, Clients and Suppliers. Executive
agrees that during the term of this Agreement and for twelve (12) calendar
months following his Qualifying Termination, he will not, directly or
indirectly, without the Company's prior written consent, contact any customer,
client or supplier of the Company or any of its Affiliates for business
purposes unrelated to furthering the business of the Company or its Affiliates.
Executive further agrees that for a period of twelve (12) calendar months
following the date of his Qualifying Termination, he will not directly or
indirectly, (i) contact, solicit or divert, or attempt to contact, solicit,
divert or take away, any customer, client or supplier of the Company or its
Affiliates for purposes of, or with respect to, providing a customer, client or
supplier to a competing business; or (ii) take any affirmative action with a
customer, client or supplier of the Company or its Affiliates for purposes of
providing a customer, client or supplier to a business competing with the
Company or its Affiliates. The prohibitions of the preceding sentence shall
apply only to customers, clients and suppliers of the Company with whom the
Executive had Material Contact on the Company's behalf during the twelve months
immediately preceding the Qualifying Termination. For purposes of this
Agreement, the Executive had "Material Contact" with a customer, client or
supplier if (a) he had business dealings with the customer, client or supplier
on the Company's behalf; (b) he was responsible for supervising or coordinating
the dealings between the Company and the customer, client or supplier; or (c)
he obtained Proprietary Information about the customer, client or supplier as a
result of his association with the Company.
6.2 Nonsolicitation of Employees. The Executive agrees that during
his employment with the Company and for twelve (12) calendar months after his
Qualifying Termination, the Executive will not, directly or indirectly, solicit
or attempt to recruit or hire any employees of the Company or its Affiliates
who were employed by the Company or its Affiliates at any time during the last
year of the Executive's employment with the Company and who are actively
employed by the Company or its Affiliates at the time of the solicitation or
attempted solicitation, to provide services similar to those performed by the
employee for the Company on behalf of, or for the purpose of engaging in
employment with, a competitor of the Company.
6.3 Nondisclosure of Trade Secrets and Proprietary Information.
Except to the extent
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reasonably necessary for Executive to perform his duties for the Company, the
Executive shall not, directly or indirectly, furnish or disclose to any person,
or use in any way, any trade secrets of the Company or its Affiliates, for so
long as such trade secrets remain "trade secrets" under applicable state law.
Except to the extent reasonably necessary for Executive to perform his duties
for the Company, Executive shall not, during the term of this Agreement and for
a period of twelve (12) calendar months following the Executive's Qualifying
Termination, directly or indirectly, furnish or disclose to any person, or use
in any way, for personal benefit or the benefit of others, any Proprietary
Information of the Company or its Affiliates.
6.4 Reasonableness. Executive has carefully considered the nature
and extent of the restrictions upon him and the rights and remedies conferred
on the Company under this Agreement, and Executive hereby acknowledges and
agrees that: (i) the restrictions and covenants contained herein, and the
rights and remedies conferred upon the Company, are necessary to protect the
goodwill and other value of the business of the Company; (ii) the restrictions
places upon Executive hereunder are fair and reasonable in time, will not
prevent him from earning a livelihood, and place no greater restraint upon the
Executive than is reasonably necessary to secure the business and goodwill of
the Company; (iii) the Company is relying upon the restrictions and covenants
contained herein in continuing to make available to Executive information
concerning the business of the Company; (iv) the Executive's employment
hereunder places him in a position of confidence and trust with the Company and
its employees, customers and suppliers; and (v) the provisions of this section
shall be interpreted so as to protect the Proprietary Information, and to
secure for the Company the exclusive benefits of the work performed on behalf
of the Company by the Executive under this Agreement, and not to unreasonably
limit his ability to engage in employment and consulting activities in
noncompetitive areas which do not endanger the Company's legitimate interests
expressed in this Agreement.
6.5 Remedy for Breach. Executive acknowledges and agrees that his
breach of any of the covenants contained in this Article of this Agreement will
cause irreparable injury to the Company and that remedies at law available to
the Company for any actual or threatened breach by the Executive of such
covenants will be inadequate and that the Company shall be entitled to specific
performance of the covenants in this Article or injunctive relief against
activities in violation of this Article by temporary or permanent injunction or
other appropriate judicial remedy, writ or order, without the necessity or
proving actual damages. This provision with respect to injunctive relief shall
not diminish the right of the Company to claim and recover monetary damages
against the Executive for any breach of this Agreement, in addition to
injunctive relief. The Executive acknowledges and agrees that the covenants
contained in this Article shall be construed as agreements independent of any
other provision of this or any other contract between the parties hereto, and
that the existence of any claim or cause of action by the Executive against the
Company, whether predicated upon this or any other contract, shall not
constitute a defense to the enforcement by the Company of said covenants.
Further, the Executive agrees that upon his violation of any of the
restrictions in Agreement, the Company may immediately cease any payments or
benefits provided hereunder to the Executive or his dependents.
SECTION 7
MISCELLANEOUS
7.1 Invalidity of Any Provision. It is the intention of the parties
hereto that the provisions of this Agreement shall be enforced to the fullest
extent permissible under the laws of each state and jurisdiction in which such
enforcement is sought, but that the unenforceability (or the modification to
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conform with such laws) of any provision hereof shall not render unenforceable
or impair the remainder of this Agreement which shall be deemed amended to
delete or modify, as necessary, the invalid or unenforceable provisions. The
parties further agree to alter the balance of this Agreement in order to render
the same valid and enforceable. The terms of the restrictive covenant
provisions of this Agreement shall be deemed modified to the extent necessary
to be enforceable and, specifically, without limiting the foregoing, if the
term of the applicable restrictive covenant is too long to be enforceable, it
shall be modified to encompass the longest term which is enforceable and, if
the scope of the geographic area of the applicable restrictive covenant is too
great to be enforceable, it shall be modified to encompass the greatest area
that is enforceable.
7.2 Costs of Enforcement. In any action taken in good faith
relating to the enforcement of this Agreement or any provision herein, the
Executive shall be entitled to be paid any and all costs and expenses incurred
by him in enforcing or establishing his rights thereunder, including, without
limitation, reasonable attorneys' fees, whether suit be brought or not, and
whether or not incurred in arbitration, trial, bankruptcy or appellate
proceedings, but only if the Executive is successful on at least one material
issue raised in the enforcement proceeding; provided, that the total amount of
any and all costs and expenses payable by the Company to the Executive under
this provision shall be limited to $100,000.
7.3 Applicable Law. This Agreement shall be construed and enforced
in accordance with the laws of the State of Georgia.
7.4 Arbitration. Any claim or dispute arising under this Agreement
shall be subject to arbitration, and prior to commencing any court action, the
parties agree that they shall arbitrate all controversies. The arbitration
shall be conducted in Atlanta, Georgia, in accordance with the Employment
Dispute Rules of the American Arbitration Association and the Federal
Arbitration Act, 9 U.S.C. ss.1, et. seq. The arbitrator(s) shall be authorized
to award both liquidated and actual damages, in addition to injunctive relief,
but no punitive damages. The arbitrator(s) may also award attorney's fees and
costs, without regard to any restriction on the amount of such award under
Georgia or other applicable law. Such an award shall be binding and conclusive
upon the parties hereto, subject to 9 U.S.C. ss.10. Each party shall have the
right to have the award made the judgment of a court of competent jurisdiction.
7.5 Waiver of Breach. The waiver of a breach of any provision of
this Agreement by a party hereto shall not operate or be construed as a wavier
of any subsequent breach by the other party hereto.
7.6 Successors and Assigns. This Agreement shall inure to the
benefit of the Company and its Affiliates, and their respective successors and
assigns. This Agreement shall inure to the benefit of and be enforceable by the
Executive's estate and/or legal representatives.
7.7 Assignment of Agreement. This Agreement is not assignable by
the Executive, but shall be freely assignable by the Company to any successor
with the written consent of the Executive. The Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company to assume expressly and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it
if no such succession had taken place.
7.8 Notices. All notices, demands and other communications
hereunder shall be in writing and shall be delivered in person or deposited in
the United States mail, certified or registered, with return
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receipt requested, as follows:
if to Executive:
Xx. Xxxxxxx X. Xxxxxx
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
if to Company:
AMERICAN BUSINESS PRODUCTS, INC.
Attention: President and Chief Executive Officer
0000 XxxxxXxxx Xxxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
7.9 Entire Agreement. This Agreement contains the entire agreement
of the parties with respect to severance benefits. All understanding and
agreements heretofore made between the parties hereto with respect to severance
benefits, including any offer letter or other agreements between the Company
and the Executive, are hereby superseded by this document which alone fully and
completely expresses the agreements of the parties. This Agreement may not be
changed orally but only by an agreement in writing signed by both parties.
7.10 Survival of Provisions. The provisions of Article 4 --
Restrictive Covenants shall survive termination of this Agreement.
7.11 Captions. The captions appearing in this Agreement are inserted
only as a matter of convenience and in no way define, limit, construe or
describe the scope or intent of any provisions of this Agreement or in any way
affect this Agreement.
IN WITNESS WHEREOF, the Company and Executive have executed this
Agreement, to be effective as of the day and year first written above.
COMPANY:
AMERICAN BUSINESS PRODUCTS, INC.
By: /s/ W. Xxxxx Xxxx
--------------------------------------------
W. Xxxxx Xxxx
Chairman of the Compensation Committee of
the Board of Directors
EXECUTIVE:
/s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Xxxxxxx X. Xxxxxx
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