EXHIBIT 10.2
EMPLOYMENT AGREEMENT
BETWEEN
ANACOMP, INC.
("ANACOMP")
with offices located at
00000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxxxx 00000
and
XXXXX XXXXXXX
-------------------
("EMPLOYEE")
Date of Agreement: November 21, 1996
Effective Date of Agreement: January 6, 1997
Date of Expiration of Agreement: January 5, 1999
EMPLOYMENT AGREEMENT
This Agreement is entered into between ANACOMP, INC. or any of its
subsidiaries or affiliates (herein referred to as "ANACOMP") and EMPLOYEE. The
full identification of each party, date of Agreement, effective date of
Agreement, and date of expiration of Agreement are all included on the cover
sheet immediately preceding this page which is incorporated herein by this
reference. The following conditions and terms shall apply:
SECTION I
Merger of All Prior Agreements
1.1 Merger. This Agreement and the letter agreement dated November 5,
1997 between the parties shall supersede and terminate all prior employment
contracts and agreements between EMPLOYEE and ANACOMP. In the event of any
conflict between this Agreement and such letter agreement, the terms of this
Agreement shall govern.
SECTION II
Scope and Term of Employment, Compensation
2.1 Scope of Employment. ANACOMP and EMPLOYEE mutually agree that
Addendum I, attached hereto and incorporated herein by this reference, is
intended to define the scope of employment, base salary, and incentive
compensation.
2.2 Employment Term. Subject always to termination provisions as
provided elsewhere in this Agreement, the term of this Agreement shall begin on
the Effective Date of Agreement and shall terminate on the Date of Expiration
of Agreement, both as shown on the cover sheet. Unless otherwise terminated as
provided elsewhere herein, this Agreement shall automatically renew after
expiration date on an annual basis unless either party gives the other party
thirty (30) days prior written notice requesting that said Agreement not be
renewed. If this Agreement is not renewed and EMPLOYEE continues working
beyond Termination Date at the request of ANACOMP, said employment shall be on
a month-to-month basis. If, at the expiration of the original two-year term or
any renewal term, ANACOMP declines to renew this Agreement and does not request
that EMPLOYEE continue working, EMPLOYEE shall be entitled to all benefits due
him under this Agreement and not previously paid him, and all of EMPLOYEE'S
existing already awarded options to acquire ANACOMP common stock shall
immediately vest. EMPLOYEE shall have no right to any further compensation
from ANACOMP pursuant to this Agreement.
2.3 Compensation. Compensation is confidential and is to be discussed
only with the officers of ANACOMP, as required.
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SECTION III
Fringe Benefits
3.1 Benefits. In addition to the regular compensation, EMPLOYEE shall
be entitled to the normally available employee fringe benefits including
regular holidays, vacations and health insurance. ANACOMP, however, reserves
the right to change or alter these fringe benefits from time to time with the
understanding that the EMPLOYEE will be treated on an equal basis with other
employees of similar status.
SECTION IV
Insurance on Employee
4.1 Insurance. EMPLOYEE agrees that ANACOMP may, at its option and
expense, obtain life insurance on the life of the EMPLOYEE and the ownership of
all such policies and the proceeds therefrom shall be the sole property of
ANACOMP. EMPLOYEE agrees to undergo a routine physical examination for
insurance purposes within fifteen (15) days upon the request and at the expense
of ANACOMP.
SECTION V
Relocation
5.1 Relocation. EMPLOYEE agrees that it is a condition of his
employment that he relocate to Poway, California by June 30, 1997. He further
agrees that such relocation will not trigger a termination of this Agreement
nor a right to receive the Severance Allowance pursuant to Section 6.4.2
hereof. For the purpose of this Agreement, "relocate to Poway" shall mean that
EMPLOYEE normally lives in the vicinity of Poway such that he can attend
ANACOMP's office located in Poway on a regular daily basis.
SECTION VI
Termination
6.1 Compensation and Benefits Upon Termination. This Agreement may be
terminated prior to the expiration of the initial term or any renewal term by
any of the following events:
(a) mutual written agreement expressed in a single document signed by
both ANACOMP and EMPLOYEE;
(b) voluntary written resignation by EMPLOYEE given to ANACOMP ninety
days prior to the date of resignation;
(c) death of EMPLOYEE;
(d) written notice of termination without cause as defined in Section
6.2;
(e) written notice of termination with cause as defined in Section
6.3; or
(f) the occurrence of any of the events specified in Section 6.4.1,
which EMPLOYEE elects to treat as a termination under Section 6.4.2.
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Upon termination for any of the foregoing reasons, EMPLOYEE shall
continue to render his services and shall be paid his regular compensation and
benefits up to the date of termination. If this Agreement is terminated under
Sections 6.1(b), 6.1(c) or 6.1(e), no severance allowance (as defined below)
shall be paid to EMPLOYEE (except, with respect to any termination pursuant to
Section 6.1(e), as otherwise provided in Section 6.3). If this Agreement is
terminated under Sections 6.1(a), 6.1(d) or 6.1(f), then ANACOMP shall pay to
EMPLOYEE a severance allowance equal, in the first year of this Agreement, to
$200,000 and, in the second year of this Agreement or any renewal term
thereafter, to $400,000, payable in a lump sum or biweekly at EMPLOYEE's
option, health benefits until other employment is secured or for twenty-four
months, whichever is sooner, and all of EMPLOYEE's existing already awarded
options to acquire ANACOMP common stock shall immediately vest (the "Severance
Allowance"). This Severance Allowance is in addition to the regular
compensation and benefits which EMPLOYEE shall receive up to the date of
termination. In the event of such termination, this Agreement shall be deemed
terminated for all purposes except to the extent otherwise herein provided.
6.2 Termination Without Cause. If ANACOMP concludes that EMPLOYEE's
services are no longer required, this Agreement may be terminated without cause
by giving EMPLOYEE written notice thereof. The noninsurability of EMPLOYEE,
either present or future, does not constitute grounds for termination under
this or any other section of the Agreement. If EMPLOYEE is terminated under
this section, ANACOMP shall pay EMPLOYEE the compensation, benefits and
Severance Allowance provided in Section 6.1 above.
6.3 Termination With Cause.
6.3.1 ANACOMP may immediately terminate this Agreement at any
time with cause upon written notice to the EMPLOYEE specifying the cause and
effective date of termination. As used in this section, "cause" shall mean
only the following:
(i) Inability of EMPLOYEE, as determined by ANACOMP, to perform
EMPLOYEE's assigned duties on a fulltime basis for any continuous period of one
hundred twenty (120) days or a total of one hundred eighty (180) days in any
twelve (12) month period, which period shall commence on the initial date of
this Agreement and every anniversary thereafter.
(ii) The willful and continued failure by EMPLOYEE substantially
to perform his duties and obligations, including the continued failure to meet
business goals, or the willful engagement by EMPLOYEE in misconduct which is
materially injurious to ANACOMP, monetarily or otherwise. For purposes of this
subsection, no act or failure to act on EMPLOYEE's part shall be considered
"willful" unless done or omitted to be done by EMPLOYEE in bad faith and
without reasonable belief that his action or omission was in the best interests
of ANACOMP.
(iii) The failure of EMPLOYEE to relocate permanently to Poway,
California by June 30, 1997.
6.3.2 Employee agrees that in the event written notice of
termination is given under this Section 6.3, the EMPLOYEE agrees to treat the
contents of said notice as privileged and EMPLOYEE shall have no action against
ANACOMP or any of its officers, agents or employees due to the contents of said
notice unless the contents are intentionally false and malicious. If EMPLOYEE
is terminated under this Section 6.3, he shall receive no Severance Allowance
at the time of such termination. If EMPLOYEE is given notice of termination
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under this Section 6.3 and it is later established that no "cause" existed,
EMPLOYEE shall be entitled to all compensation, benefits and allowances due him
for the period following such alleged termination and through the date of such
determination and shall be entitled to the Severance Allowance, plus legal
interest from the date of termination and all reasonable attorneys' fees
incurred by EMPLOYEE in contesting the notice of termination.
6.4 Demotion, Transfer or Reduction in Compensation, Merger, Transfer
of Assets, Change in Control or Business Discontinuation.
6.4.1 Demotion, Transfer, or Reduction in Compensation. If any
of the following takes place:
(1) EMPLOYEE is demoted, including for these purposes (i) any material
change in the title or duties described in Addendum I hereto, or (ii) any
significant reduction or change by ANACOMP in the functions, duties or
responsibilities of EMPLOYEE under this Agreement,
(2) a transfer of EMPLOYEE to another location, other than Poway or
San Diego, California, or
(3) any reduction in annual base salary (but not including a reduction
in the incentive bonus received by EMPLOYEE resulting from a decrease in Pre-
Tax Income earned by ANACOMP for the relevant period),
EMPLOYEE may, in his sole discretion, elect to treat any such occurrence as a
termination of this Agreement by giving written notice of such election to
ANACOMP, entitling EMPLOYEE to payment of the compensation, benefits and
Severance Allowance provided in Section 6.1 above. In the event ANACOMP
disputes any election made by EMPLOYEE pursuant to this Section 6.4.1, ANACOMP
shall notify EMPLOYEE in writing of such dispute within ten (10) days of
receiving EMPLOYEE's written election. If ANACOMP does not so notify EMPLOYEE
within the ten (10) day period, ANACOMP shall be deemed to have accepted
EMPLOYEE's election and shall pay all compensation, benefits and Severance
Allowance provided in Section 6.1 above.
6.4.2 Merger, Transfer of Assets, Change in Control or Business
Discontinuation. In the event of any:
(a) merger or consolidation where ANACOMP is not the consolidated
or surviving company and the surviving or resulting company does not expressly
agree to be bound by and have the benefits of the provisions of this Agreement,
or
(b) transfer of all or substantially all of the assets of ANACOMP
and the transferee of ANACOMP's assets does not expressly agree to be bound by
and have the benefits of the provisions of this Agreement, or
(c) change in control of ANACOMP of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934 as in effect on the
day thereof (the "Exchange Act"), provided that, without limitation, such a
change in control shall be deemed to have occurred if: (i) any person or
persons acting in concert (as such term is used in Section 13(d) and 14(d)(2)
of the Exchange Act) is or becomes the beneficial holder directly or
indirectly of securities of ANACOMP representing 25% or more of the combined
voting power of ANACOMP's then outstanding securities; (ii) during any period
of two consecutive years, individuals who at the begining of such period
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constitute the Board cease for any reason to constitute a majority thereof,
unless the election or nomination for election by ANACOMP's shareholders of
each new director was aproved by a vote of at least 2/3 of the directors who
were directors at the begining of such period; or (iii) transfer of all or
substantially all of the stock of ANACOMP and the transferee of ANACOMP's stock
does not expressly agree to be bound by and have the benefits of the provisions
of this Agreement, or
(d) discontinuation of the business by ANACOMP,
then (i) EMPLOYEE may, in his sole discretion, elect to treat any such
occurrence as a termination of this Agreement by giving written notice of such
election and immediate termination of his employment to ANACOMP, and (ii)
ANACOMP shall pay EMPLOYEE within thirty (30) days of EMPLOYEE's election and
termination of employment a payment equal to the Severance Allowance. This
Severance Allowance shall be in addition to the regular compensation and
benefits that EMPLOYEE is entitled to receive up to the date EMPLOYEE's
employment with ANACOMP terminates.
6.5 Return of Company Property. EMPLOYEE agrees to return all
property of ANACOMP, including but not limited to, details of equipment,
prices, specifications, programs, customer and prospective customer lists and
any other proprietary data or objects acquired through the EMPLOYEE's
employment with ANACOMP, within seven (7) days after termination of employment,
regardless of the reason therefor.
6.6 Waiver of Claims. All Severance Allowance payments made by
ANACOMP to EMPLOYEE pursuant to Section II hereof or this Section VI shall be
in full and complete payment of any and all claims that EMPLOYEE may have
against ANACOMP regarding his employment or the termination thereof, and
EMPLOYEE hereby expressly waives all rights that he may have to any other
payments or to bring any other claims based upon his employment or the
termination thereof. Except for the qualification with respect to employee
benefits described in Section II above, all Severance Allowance payments due
from ANACOMP to EMPLOYEE under this Agreement are absolute, and shall not be
diminished or otherwise affected by virtue of EMPLOYEE's securing alternative
employment. At the time he receives his Severance Allowance, EMPLOYEE agrees
that he will execute a release agreement in favor of ANACOMP.
SECTION VII
Restrictive Covenant and Non-Competition
Confidential Information
7.1 Non-Competition. EMPLOYEE and ANACOMP shall enter into the
"Confidentiality, Non-Competition and Non-Disclosure Agreement" attached hereto
as Addendum III. In the event of any conflict between the terms of this
Agreement and such Non-Disclosure Agreement, this Agreement shall govern. If
EMPLOYEE violates such Non-Disclosure Agreement, ANACOMP shall have the right
to stop all termination payments due under Sections II and/or VI hereof, which
have not yet been fully paid to EMPLOYEE. EMPLOYEE agrees that, upon his
relocation to Poway, California, he will, upon request by ANACOMP, execute a
revised Non-Disclosure Agreement that will comply with the laws of the State of
California.
The provisions of this Section shall not prevent EMPLOYEE from
complying with the terms of this Employment Agreement with ANACOMP nor from
owning any shares of stock of any competitor of ANACOMP so long as such shares
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are regularly traded on a recognized security exchange or are listed for trade
by NASDAQ in the Over-the-Counter Market.
SECTION VIII
Warranties and Representations
8.1 EMPLOYEE hereby warrants and represents as follows:
(1) That the execution of this Agreement and the discharge of
EMPLOYEE's obligations hereunder will not breach or conflict with any other
contract, agreement or understanding between EMPLOYEE and any other party or
parties.
(2) That EMPLOYEE has ideas, information and know-how relating to the
type of business conducted by ANACOMP and EMPLOYEE's disclosure of such ideas,
information and know-how to ANACOMP will not conflict with or violate the
rights of any third party or parties with respect thereto.
SECTION IX
Remedies
9.1 The parties agree that the remedy for breach of this Agreement
shall include actions in equity for injunctive relief as well as money damages.
The remedies given to or reserved by ANACOMP hereunder shall be cumulative and
not exclusive of any other remedy available under law.
SECTION X
No Waiver
10.1 The failure of EMPLOYER to terminate this Agreement for the
breach of any condition or covenant herein by the EMPLOYEE shall not affect
EMPLOYER's right to terminate for subsequent breaches of the same or other
conditions or covenants. The failure of either party to enforce at any time or
for any period of time any of the provisions of this Agreement shall not be
construed as a waiver of such provisions or of the right of the party
thereafter to enforce each and every such provision.
ARTICLE XI
Benefit
11.1 This Agreement shall bind, benefit, and be enforceable by
ANACOMP, its successors and assigns, and by EMPLOYEE, EMPLOYEE's heirs,
executors, administrators, and legal representatives.
ARTICLE XII
Severability
12.1 Should any provision of this Agreement not be enforceable in any
jurisdiction, the remainder of the Agreement shall not be affected thereby.
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ARTICLE XIII
Survival
13.1 The obligations contained in Sections II, VI, and VII shall
survive the termination of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed or caused this
Agreement to be executed as of the day, month and year stated on the cover page
of this Agreement, which Agreement shall be effective only upon approval by
ANACOMP, INC., as evidenced by the authorized signature of an officer of
ANACOMP below.
APPROVED BY:
ANACOMP, INC. EMPLOYEE:
By:/s/ X. Xxxx Xxxxxx /s/ Xxxxx Xxxxxxx
-------------------------------- ------------------------------
Xxxxx Xxxxxxx
Title: Chief Executive Officer
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ADDENDUM 1
TO
EMPLOYMENT AGREEMENT DATED
BETWEEN
ANACOMP, INC. ("ANACOMP")
AND
XXXXX XXXXXXX (EMPLOYEE)
Scope of Employment
ANACOMP employs the EMPLOYEE in the capacity of President and Chief
Operating Officer. EMPLOYEE will be responsible for the day-to-day operations
of ANACOMP, excluding the Magnetics Division and (until EMPLOYEE's relocation
to Poway, California) the Technology Group. EMPLOYEE will report to the Chief
Executive Officer and be an advisory member of ANACOMP's Board of Directors.
Location
EMPLOYEE will be based at ANACOMP's Poway, California facility and
will be required to relocate there permanently on or before June 30, 1997.
Until EMPLOYEE's permanent relocation, ANACOMP will pay his actual and
reasonable temporary living expenses in the Poway area, up to a maximum of
$5,000 per month, plus his actual and reasonable travel expenses.
Base Salary
For all services rendered by EMPLOYEE under this Agreement, EMPLOYEE
shall receive a Base Salary of $240,000 per year payable bi-weekly. Base
Salary will be reviewed at the beginning of each fiscal year.
Incentive Compensation
Bonuses
In addition to Base Salary, EMPLOYEE shall receive an annual bonus
opportunity of $160,000, payable monthly, quarterly or after year-end, as more
particularly described in the EMPLOYEE's Compensation Plan attached hereto as
Addendum II. The annual bonus shall be established at the beginning of each
fiscal year.
In lieu of ANACOMP'S normal relocation package, EMPLOYEE shall receive
a one-time relocation bonus of $150,000, one-half of which is payable on
January 6, 1997 (or on his official date of hire if changed by mutual
agreement) and one-half of which is payable upon his permanent relocation to
Poway, California. This relocation bonus would be recoverable by ANACOMP
should EMPLOYEE resign his employment or be terminated with cause pursuant to
Section 6.3 of the Agreement within one year of his date of relocation or if
EMPLOYEE fails to relocate permanently to Poway, California by June 30, 1997.
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Stock Options
ANACOMP will award EMPLOYEE non-qualified stock options to purchase
127,500 shares of ANACOMP Common Stock at fair market value as follows:
-85,000 stock options to be awarded at date of hire which will vest in
full in three years from the date of grant
-42,500 stock options to be awarded after two years of employment which
will vest in full in three years from the date of grant
ANACOMP, INC. EMPLOYEE
By:/s/ X. Xxxx Xxxxxx /s/ Xxxxx Xxxxxxx
-------------------------------- ------------------------------
Xxxxx Xxxxxxx
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ADDENDUM II
CONFIDENTIALITY, NON-COMPETITION AND NON-DISCLOSURE AGREEMENT
In consideration of the employment or continued employment of Employee by
Anacomp, Inc. and its successors, assigns, subsidiaries, or duly authorized
representatives (hereinafter collectively referred to as "Anacomp") and of
the award of an option for the purchase of 85,000 shares of Anacomp, Inc.
Common Stock, par value $.01 per share, at a price of $8.4375, Employee
hereby agrees as follows:
1. Confidentiality and Trade Secrets. The Employee recognizes and
acknowledges that during the course of his/her employment, he/she will have
access to and become acquainted with confidential, trade secret and
proprietary information about Anacomp's businesses and customers
(hereinafter collectively referred to as the "Protected Information"). The
parties hereto recognize that the Protected Information available to
Employee may pertain both to customers and accounts handled by Employee
personally as well as accounts with which Employee is not personally
involved. The parties agree that all Protected Information constitutes a
trade secret of Anacomp. Protected Information may include, but is not
limited to, the names, addresses, and requirements of any customer or
prospective customer of Anacomp; the terms (including price terms) of
contractual relations with such customers; special requirements of such
customers; the identities of individual contacts at such customers; and any
other information relating to Anacomp's research, operations, business
relationships, engineering data or results, specifications, concepts,
methods, processes, rates or schedules, vendor information, products or
services (including prices, costs, sales or content), financial information
or measures, business methods, future business plans, data bases, computer
programs, designs, models, operating procedures, and knowledge of the
organization. The Employee recognizes and acknowledges that all of the
Protected Information is valuable, special and essential to the successful
and effective conduct of Anacomp's business. Therefore, the Employee shall
not, during his/her employment with Anacomp or at any time thereafter,
regardless of the reasons for leaving that employment, use, disclose or
communicate, directly or indirectly, any Protected Information to any third
party for any reason or purpose whatsoever, except as required in the course
of his/her employment with Anacomp. Further, upon the termination of
his/her employment with Anacomp, for any reason whatsoever, Employee shall
promptly return any and all copies of any written material, documents,
computer hardware and software, tools and equipment belonging to Anacomp or
relating to the business of Anacomp in his/her possession.
2. Non-Competition.
2.1 Non-Competition While an Employee or Consultant. While an employee
of Anacomp, or as a consultant to Anacomp after his termination of
employment, Employee agrees not to compete in any manner, either directly or
indirectly as an employee, consultant, investor or owner, whether for
compensation or otherwise, with Anacomp, or to assist any other person or
entity to compete with Anacomp. Further, while an employee of Anacomp,
Employee agrees not to engage in any other employment without the prior
written permission of Anacomp.
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3. Non-Solicitation.
3.1 Non-Solicitation of Employees. During the term of his/her
employment at Anacomp and for two (2) years following the termination for
any reason of such employment, Employee agrees, either on his/her own behalf
or on behalf of any other person or entity, directly or indirectly, not to
hire, solicit, or encourage to leave the employ of Anacomp any person who is
then an employee of Anacomp. The foregoing restrictions shall apply to
employees located in all geographical areas where Employee performed
services for Anacomp during the two-year period prior to his/her
termination, including areas for which Employee had supervisory authority.
3.2 Non-Solicitation of Customers. Because of Employee's access to
Protected Information of Anacomp, Employee agrees that, during the term of
his/her employment at Anacomp and for two (2) years following the
termination for any reason of such employment, he/she will not, directly or
indirectly, in connection with the products and services offered by Anacomp
and those products and services which are competitive with the products and
services of Anacomp: (a) solicit, attempt to obtain, or in any way transact
business with any customers which were customers of Anacomp during his/her
employment or at the time of his/her termination; (b) aid or assist any
other party in the solicitation of any such customers; or (c) interfere with
Anacomp's relationships with any of its customers by soliciting such
customers or inducing them to discontinue their relationships with Anacomp.
Products and services which are competitive with the products and services
of Anacomp include but are not limited to: Micrographics Products (computer
output to microfilm-COM-equipment and software, cameras and film,
processors, duplicators, retrieval and display equipment and software,
computer aided retrieval-CAR-systems, readers, reader printers, other
micrographics equipment, micrographics equipment maintenance, micrographics
consumable supplies and accessories, records management software); Output
Services (computer output to microfilm-COM, source document microfilming,
output of data to compact disk, laser printing, conversion of paper and film
to electronic images, micrographic or electronic imaging system design,
consulting and education, system implementation and integration); Electronic
Image Management Products (hardware, software, magnetics products including
tapes, tape drives and optical media supplies, maintenance of electronic
imaging equipment); Electronic Image Management Services (conversion of
computer generated data to optical or laser disk, COLD, electronic document
imaging and workflow, conversion of paper documents to electronic images,
system design consulting and education, system implementation and
integration, conversion of microfilm to electronic images); and Archival
Services (storage, management and retrieval of all forms of customer
information and business records, including but not limited to paper,
microfiche, magnetic media and digital storage media). The foregoing
restrictions shall apply to all geographical areas where Employee performed
services for Anacomp during the two-year period prior to his/her
termination, including areas for which Employee had supervisory authority.
4. Remedies. Employee acknowledges that compliance with Sections 1, 2 and
3 of this Agreement is necessary to protect the business and good will of
Anacomp and that a breach of those sections will irreparably and continually
damage Anacomp for which money damages may not be adequate. Therefore,
Employee agrees that, in the event he/she breaches or threatens to breach
any of these Sections, Anacomp shall be entitled to both a preliminary or
permanent injunction in order to prevent the continuation of such harm and
money damages insofar as they can be determined. Nothing in this Agreement,
however, shall be construed to prohibit Anacomp from also pursuing any other
remedy, the parties having agreed that all remedies shall be cumulative.
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5. Inventions. Employee agrees that all inventions, improvements,
discoveries, systems, techniques, ideas, processes, programs, and other
things of value made or conceived in whole or in part by Employee while an
employee of Anacomp shall be and remain the sole and exclusive property of
Anacomp, and he/she will disclose all such things of value to Anacomp and
will cooperate with Anacomp to insure that the ownership by Anacomp of such
things of value is protected. Nothing in this Section is meant to apply to
an invention for which no equipment, supplies, facility or trade secret
information of Anacomp was used, which was developed entirely on Employee's
own time, and which does not relate to Anacomp's business, research,
development or from any work performed by Employee for Anacomp.
6. Employment. This Agreement does not confer upon Employee any rights to
continue in the employ of Anacomp or affect in any way Anacomp's right to
terminate his/her employment at any time.
7. Severability. If any provision or clause of this Agreement, or portion
thereof, shall be held by any court or other tribunal of competent
jurisdiction to be illegal, void or unenforceable in such jurisdiction, the
remainder of such provisions shall not thereby be affected and shall be
given full effect, without regard to the invalid portion. It is the
intention of the parties that, if any court construes any provision or
clause of this Agreement, or any portion thereof, to be illegal, void or
unenforceable because of the duration of such provision or the area or
matter covered thereby, such court shall reduce the duration, area or matter
of such provision and, in its reduced form, such provision shall then be
enforceable and shall be enforced.
8. Binding Effect. The rights and obligations of this Agreement shall
inure to and be binding upon the parties and their respective heirs,
successors and assigns.
9. Attorneys' Fees. In the event of any dispute, proceeding or litigation
concerning any controversy, claim or dispute between the parties hereto,
arising out of or relating to this Agreement or the interpretation or breach
thereof, each party shall pay its own expenses, attorneys' fees, expert
fees, and costs incurred therein or in the enforcement or collection of any
judgment or award rendered therein.
10. No Waiver. Anacomp's failure to enforce any provision of this
Agreement shall not in any way be construed as a waiver of any such
provision, or prevent Anacomp thereafter from enforcing each and every
provision of this Agreement.
11. Entire Agreement. This Agreement represents the entire agreement
between Employee and Anacomp, with respect to the subject matter hereof,
superseding all previous oral and written communications, representations,
understandings or agreements.
12. Employee's Understanding. Employee represents and warrants that he/she
has read each and every term of this Agreement and understands the serious
duties and obligations imposed upon Employee thereby. Employee further
represents and warrants that he/she has had full and ample opportunity to
question Anacomp about this Agreement and each of its terms and to consult
an attorney regarding this Agreement and each of its terms. Employee
represents that he/she is free to enter this Agreement and to perform each
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of its terms and covenants. Employee represents that he/she is not
restricted or prohibited, contractually or otherwise, from entering into and
performing this Agreement, and that his or her execution and performance of
this Agreement is not a violation or breach of any other agreement between
Employee and any other person or entity.
DATED: November 21, 1996
ANACOMP, INC.
By: /s/ Xxxx X. Xxxxxxxx /s/ Xxxxx Xxxxxxx
------------------------ -----------------------------------
Xxxx X. Xxxxxxxx Employee (signature)
Its: Vice President Xxxxx X. Xxxxxxx
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Employee (printed)
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Current position
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Current location
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Social Security Number
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