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EXHIBIT 10.6
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of March 10, 1997 by and between
Comvestrix Acquisition Corp. (the "Company") and Xxxxxx Xxxxx (the "Executive").
WITNESSETH:
WHEREAS, the Company is a newly formed subsidiary of Vestcom
International, Inc. (the "Parent") and contemplates that the Parent, through the
Company and several other newly formed subsidiaries, will merge, consolidate or
otherwise amalgamate with or acquire one of several companies (the
"Amalgamation") which provide computer output and document management services,
including (i) the production and distribution of documents on paper, microfilm.
microfiche and CD-Rom, (ii) computer center outsourcing services, (iii)
marketing materials fulfillment, (iv) mailing services, (v) demand publishing
and (vi) a variety of ancillary or related services (the "Business" or the
"Business Activities").
WHEREAS, the Executive has performed valuable services for one of
the companies (the "Founding Company") to be acquired by the Parent through a
merger of the Founding Company and the Company in connection with the
Amalgamation pursuant to the terms of an agreement and plan of reorganization
dated as of February 28, 1997 (the "Merger Agreement") among, inter alia, the
Company and the Parent; and
WHEREAS, the Executive is willing to serve after the Amalgamation
as an officer of the Company and the Company desires to retain the Executive in
such capacities effective upon consummation of the Amalgamation on the terms and
conditions herein set forth;
NOW THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto hereby agree as follows:
SECTION 1. EMPLOYMENT. The Company agrees to employ the Executive,
and the Executive agrees to be employed by the Company, upon the terms and
conditions hereinafter provided, for a period commencing on the Consummation
Date as defined in the Merger Agreement (the "Commencement Date") and, subject
to earlier termination pursuant to Section 5 hereof, continuing until the third
(3rd) anniversary of the Commencement Date (the "Term"). In the event that the
Amalgamation is not consummated on or prior to the date set forth in Section 12.
1 (ii) of the Merger Agreement for any reason, then this Agreement shall
terminate and be of no further force and effect. The Executive hereby
represents and warrants that he has the legal capacity to execute and perform
this Agreement, and that its execution by him now, and performance by him on and
after the Commencement Date, will not violate the terms of any existing
agreement or understanding to which the Executive is a party.
SECTION 2. POSITION AND DUTIES. During the Term, the Executive
agrees to serve as an Executive Officer of the Company, or as an officer of the
Parent or any other subsidiary or division of the Parent, and will have such
powers and duties as may be reasonably
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conferred upon him by the Board of Directors of the Company (the "Board").
During the Term, and except for reasonable vacation periods of up to four (4)
weeks in any calendar year (consistent with the vacation policies established by
the Parent's Board of Directors, with a maximum of one (1) week of unused
vacation time eligible to be carried over to the subsequent calendar year), the
Executive shall devote substantially all of his business time, attention, skill
and efforts exclusively to the business and affairs of the Company and its
subsidiaries and affiliates. Notwithstanding the foregoing, the Executive may
make personal investments in such form or manner as will neither require his
services in the operation or affairs of the business in which such investments
are made, nor violate the terms of Section 6(c) of this Agreement.
SECTION 3. COMPENSATION. For all services rendered by the
Executive in any capacity required hereunder during the Term, including, without
limitation, services as an executive officer, director, or member of any
committee of the Company, the Parent or any subsidiary, affiliate or division
thereof, the Executive shall be compensated as follows:
(a) The Company shall pay the Executive a fixed salary at
the rate of $9,166.67 per month ($110,000 on an annualized basis) (the
annualized salary being referred to as the "Base Salary") in bi-weekly
installments or otherwise in accordance with the Company's payroll practices.
(b) Except as expressly modified by this Agreement, the
Executive shall be entitled to participate in all compensation and employee
benefit plans or programs. and to receive all benefits-, and perquisites, which
are approved by the Board of Directors of the Company and are generally made
available by the Company to all salaried employees of the Company or which are
now or hereafter established and maintained by the Parent or the Company or any
other subsidiary of the Parent acquired on the Commencement Date (a "Founding
Company") for all senior officers, subject to eligibility requirements and to
the extent permissible under the general terms and provisions of such plans or
programs and in accordance with the provisions thereof, including, without
limitation, incentive compensation, bonus, group hospitalization, health, life
insurance, pension, savings, thrift and profit-sharing plans, travel or accident
insurance, disability insurance and executive contingent compensation plans. The
Company shall also provide the Executive with a car allowance to cover all
business automobile expenses (including insurance) in the amount of $850 per
month less $100 for personal use (net $750) plus $.12 per documented business
mile. No other car expenses shall be reimbursed. Notwithstanding the foregoing,
nothing in this Agreement shall require the Parent nor the Company nor any
Founding Company to establish, maintain or continue any particular plan or
program nor preclude the amendment, rescision or termination of any such plan or
program that may be established from time to time, provided that such amendment,
recision or termination is applicable generally to the senior officers of the
Parent, the Company and the other Founding Companies.
SECTION 4. BUSINESS EXPENSES. The Company shall pay or reimburse
the Executive for all reasonable travel or other reasonable expenses incurred by
the Executive in connection with the performance of his duties and obligations
under this Agreement, subject to the Executive's presentation of appropriate
vouchers in accordance with such expense account
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policies and approval procedures as the Company may from time to time establish
for senior officers (including but not limited to prior approval of
extraordinary expenses) and to preserve any deductions for Federal income
taxation purposes to which the Company may be entitled.
SECTION 5. EFFECT OF TERMINATION OF EMPLOYMENT. (a) (i) In the
event the Executive's employment terminates during the Term due to a Without
Cause Termination (as defined below), the Company shall, as liquidated damages,
subject to the provisions of Section 6 below, pay to the Executive an amount in
cash equal to the Executive's Base Salary as in effect at the time of such
termination for the remainder of the Term, payable in equal bi-weekly
installments over the remainder of the Term, subject to customary deductions,
and no further payments shall be due hereunder.
(ii) In the event the Executive's employment terminates
during the Term due to either the Executive's death or Permanent Disability (as
defined below), the Company shall, as a death benefit or severance pay, as the
case may be, subject to the provisions of Section 6 below, pay the Executive or
his heirs or legal representatives, as the case may be, a lump-sum amount in
cash equal to the Executive's one year Base Salary as in effect at the time of
such termination; and no further payments hereunder shall be due, but provided
further, that in the case of death, such payments shall be offset by any amounts
otherwise paid to the Executive, his heirs or legal representatives, as the case
may be, under any life insurance policy maintained by the Company on the life of
the Executive as to which the Executive has the right to designate the
beneficiaries and in the case of Permanent Disability, such payments shall be
offset by any amounts otherwise paid to the Executive, his heirs or legal
representatives, as the case may be, under the Company's disability program
generally available to other employees. The Company shall have no obligation to
provide any such insurance policies or programs.
(iii) In addition to the sums paid pursuant to subparagraphs
(i) or (ii) above, earned but unpaid Base Salary as of the date of termination
of employment shall be payable in full. No payments or amounts due under any
incentive compensation, stock option, bonus or profit sharing plan then
maintained by the Company or the Parent shall be due on termination except as
expressly provided in any such plan.
(iv) After termination of employment, the Executive shall
be entitled to continued group hospitalization and health care insurance to the
extent then specified in the Comprehensive Omnibus Budget Reconciliation Act of
1985, as amended or any successor law ("COBRA"), and subject to payment by the
Executive of the required amounts under COBRA.
(v) This Section 5(a) shall survive the expiration of this
Agreement and shall remain binding upon the Company until such time as the
Executive's employment relationship with the Company is terminated and the
benefits, if any, provided under this Section 5(a) are paid in full to the
Executive.
(b) In the event that the Executive's employment terminates due
to a Termination for Cause or the Executive terminates employment with the
Company for reasons
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other than death or Permanent Disability (other than pursuant to a Termination
For Cause), earned but unpaid Base Salary as of the date of termination of
employment shall be payable in full. However, notwithstanding the provisions of
Section 5(a), no other payments shall be made, or benefits provided, by the
Company under this Agreement except for benefits otherwise vested under the
terms of employee benefit programs maintained by the Company or its affiliates
for its employees and except as otherwise required by law. Further, the
Executive shall remain liable for damages if his termination is a breach of this
Agreement.
(c) For purposes of this Agreement, the following terms have the
following meanings:
(i) The term "Termination For Cause" means, to the maximum
extent permitted by applicable law, a termination of the Executive's
employment by the Company for any event or circumstance which, pursuant
to applicable law, constitutes cause for dismissal, including
termination because the Executive has (a) materially breached or failed
to perform his duties under applicable law (including but not limited
to laws governing employment practices and securities laws), this
Agreement or any employment policies or practices of the Parent or the
Company and such breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness, (b) committed an act of dishonesty
in the performance of his duties hereunder, (c) intentionally engaged
in conduct detrimental to the business of the Company, (d) been
convicted of a felony or a misdemeanor involving moral turpitude, (e)
materially breached or failed to perform his obligations and duties
hereunder or under any policies or procedures of the Company, and, if
such breach or failure is curable, which breach or failure the
Executive shall fail to remedy within 15 days after written demand from
the Company (which demand shall specify the breach or failure and any
necessary or desired corrective action) or (f) violated in any material
respect the representations made in Section I above or the provisions
of Section 6 below.
(ii) The term "Without Cause Termination" means a
termination of the Executive's employment by the Company other than due
to death, Permanent Disability or a Termination for Cause.
(iii) The term "Permanent Disability" means (to the extent
permitted by applicable law) permanently disabled so as to qualify for
full benefits under the Company's then-existing long-term disability
plan, if any; provided, however, that if the Company does not maintain
any such plan on the date of determination, "Permanent Disability"
shall mean the inability of the Executive to productively work at his
usual position with the Company and discharge his normal
responsibilities throughout normal business hours for a period of six
consecutive calendar months due to illness or injury of a physical or
mental nature, supported by the completion by the Executive's attending
physician of a medical certification form outlining the disability and
treatment.
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(d) The Company shall have the right to suspend the Executive
with pay during any period in which it is investigating a possible basis for a
Termination For Cause. Upon suspension, the Company shall provide the Executive
with reasonable notice of the basis for suspension to the extent practical.
(e) During the period commencing on the Commencement Date through
March 31, 1998, the Executive's employment may only be terminated by the Company
based upon a Termination For Cause.
SECTION 6. CONFIDENTIALITY; COVENANT AGAINST COMPETITION. (a) The
Executive recognizes and acknowledges that all information pertaining to the
affairs, business, clients, or customers of the Parent, the Company or any of
their subsidiaries or affiliates or predecessors (any or all of such entities
being hereinafter referred to as the "Business"), as such information may exist
from time to time, other than information that the Company or the Parent has
previously made publicly available or which has otherwise entered the public
domain through no fault of the Executive, is confidential information and is a
unique and valuable asset of the Business, access to and knowledge of which will
be essential to the performance of the Executive's duties under this Agreement.
In consideration of the payments made to him hereunder, the Executive shall not,
except to the extent reasonably necessary in the performance of his duties under
this Agreement, or as required by law, during the term of his employment
hereunder and thereafter, divulge to any person, firm, association, corporation,
or governmental agency, any information concerning the affairs, businesses,
clients, or customers of the Business (except such information as is required by
law to be divulged to a government agency or pursuant to subpoena or similar
lawful process), or make use of any such information for his own purposes or for
the benefit of any person, firm, association or corporation (except the
Business) and shall use his reasonable best efforts to prevent the disclosure of
any such information by others. All records, memoranda, letters, books, papers,
reports, customer lists, accountings or other data, and other records and
documents relating to the Business, whether made by the Executive or otherwise
coming into his possession, are confidential information and are, shall be, and
shall remain the property of the Business. No copies thereof shall be made which
are not retained by the Business, and the Executive agrees, on termination of
his employment, that he will not retain or make copies of any such documents
relating to the Business and, on demand of the Company, to deliver the same to
the Company or the Parent.
(b) All proprietary information and all of the Executive's
interest in trade secrets, trademarks, computer programs, customer information,
customer lists, employee lists, products, procedures, copyrights, patents and
developments developed by the Executive as a result of, or in connection with,
his employment hereunder, shall belong to the Company; and without further
compensation, but at the Company's expense, upon the request of the Company, the
Executive shall execute any and all assignments or other documents and take any
and all such other action as the Company may reasonably request in order to vest
in the Company all of the Executive's right, title and interest in and to all of
the foregoing items, free and clear of all liens, charges and encumbrances of
the Executive of any kind.
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(c) In consideration of the payments made to him hereunder,
during the period commencing on the effective date of the termination of his
employment (whether pursuant to this Agreement or under any extension of the
Term), and ending on the (1st) anniversary of such effective date of termination
of his employment (the "Restrictive Period"), the Executive shall not, without
express prior written approval of the Board, as evidenced by a resolution of the
Board, directly or indirectly, for himself or on behalf of or in conjunction
with, any other person, persons, company, partnership, corporation or business
of whatever nature, own or hold any proprietary interest in, be employed by or
receive remuneration from, or engage as an officer, director or in a managerial
capacity, whether as an employee, independent contractor, consultant or advisor,
or as a sales representative of, any corporation, partnership, sole
proprietorship or other entity (a "Competitor") engaged in competition with the
Business Activities of the Parent, the Company or any of their subsidiaries or
affiliates at the time of such termination of employment, in the "Territory",
other than severance-type or retirement-type benefits from entities constituting
prior employees of the Executive. The Executive agrees that during such
Restrictive Period he will not solicit for himself or for the account of any
Competitor, any customer or client of the Parent, the Company or their
subsidiaries or affiliates, or, in the event of the Executive's termination of
his employment, any entity or individual that was such a customer or client
during the eighteen (18)-month period immediately preceding the Executive's
termination of employment.
The Executive agrees that the restrictive covenants contained
herein are in addition and not in lieu of any similar covenants contained in the
Merger Agreement.
In addition, during such Restrictive Period the Executive agrees
not to act on behalf of himself or any Competitor to interfere with the
relationship between the Parent, the Company or their subsidiaries or affiliates
and their employees, independent contractors, customers or suppliers. The
Executive also agrees during such Restrictive Period not to hire an employee of
the Parent or its Subsidiaries or induce any such employee to leave the
employment of the Parent or its Subsidiaries, provided that the Executive shall
be permitted to call upon and hire any member of his immediate family.
For purposes of this Agreement, "Territory" shall mean an area
within 100 miles of any place of business, office, warehouse or other facility
where the Parent, the Company, or any of their affiliates or subsidiaries then
conducts business.
For purposes of the preceding paragraphs, (i) the term
"proprietary interest" means legal or equitable ownership, whether through
stockholding or otherwise, of an equity interest in a business, firm or entity
other than ownership of less than two (2%) percent of any class of equity
interest in a publicly held business, firm or entity and (ii) an entity shall be
considered to be "engaged in competition" if such entity is, or is a holding
company for, a company engaged in any aspect of the Business or providing any
other services competitive with the business then being conducted by the Parent
and/or its subsidiaries at the date of termination of employment, in the
Territory.
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(d) The Executive acknowledges the reasonableness of the
restrictions contained in this Section 6. The Executive acknowledges that the
Parent, the Company and their successors and assigns would be irreparably
injured in a manner not adequately compensated by money damages by a breach or
violation (or threatened breach or violation) of the provisions of this Section
6 by the Executive. Therefore, in the event of any such breach or violation (or
threatened breach or violation), in addition to all other rights and remedies
which the Parent or the Company may have, whether at law or in equity, the
Parent or the Company and their successors and assigns shall be entitled to
obtain injunctive or other equitable relief against the Executive without the
need to post bond or other security in connection therewith and the Executive
hereby consents to the entry of an order for such injunctive or other equitable
relief.
(e) The Executive's agreement as set forth in this Section 6
shall survive the expiration of the Term and the termination of the Executive's
employment with the Company.
(f) If any court determines that the provisions of this
Section 6, or any part hereof, is unenforceable because of the duration or
geographic scope of such provisions, such court shall have the power to reduce
the duration or scope of such provisions, as the case may be, so that, as so
reduced, such provisions are then enforceable to the maximum extent permitted by
applicable law.
SECTION 7. WITHHOLDING TAXES. The Company may directly or
indirectly withhold from any payments made under this Agreement all Federal,
state, city or other taxes and all other deductions as shall be required
pursuant to any law or governmental regulation or ruling or pursuant to any
contributory benefit plan maintained by the Company in which the Executive may
participate.
SECTION 8. CONSOLIDATION, MERGER, OR SALE OF ASSETS. Nothing in
this Agreement shall preclude the Company from consolidating or merging into or
with, or transferring all or substantially all of its assets to, another person
or entity which assumes this Agreement and all obligations and undertakings of
the Company hereunder. Upon such a consolidation, merger or transfer of assets
and assumption, the term "Company" as used herein shall mean such other entity
and this Agreement shall continue in full force and effect, unless the Executive
elects to terminate this Agreement pursuant to Section 8(b). The Executive
acknowledges and understands that the Amalgamation is specifically excluded from
the provisions of this Section 8.
(a) In the event of a pending Change in Control (as defined
below) with respect to which the Executive has not received, at least ten (10)
business days prior to the anticipated closing date of the transaction giving
rise to the Change in Control, written notice from the successor to all or a
substantial portion of the Company's business and/or assets that such successor
is willing as of the closing to assume and agree to perform the Company's
obligations under this Agreement in the same manner and to the same extent that
the Company is hereby required to perform (including retaining the Executive as
an Executive Officer), such Change in
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Control shall be deemed to be a Without Cause Termination, and the applicable
portions of Section 5(a) shall apply.
(b) In any Change in Control situation, the Executive may, at his
sole discretion, elect to terminate this Agreement by providing written notice
to the Company at least five (5) business days prior to the anticipated closing
of the transaction giving rise to the Change in Control. In such case, the
Change in Control shall be deemed to be a Without Cause Termination, and the
applicable provisions of Section 5(a) shall apply.
(c) For purposes of this Section 8, the effective date of
termination will be the closing date of the transaction giving rise to the
Change in Control and all compensation, reimbursement, and lump-sum payments due
the Executive shall be paid in full by the Company at or prior to such closing.
(d) A "Change in Control" for purposes of this Agreement shall be
deemed to have occurred if;
(i) Any person, firm or corporation acquires directly or
indirectly the Beneficial Ownership (as defined in Section 13(d) of the
Securities Exchange Act of 1934, as amended) of any voting security of the
Parent and immediately after such acquisition, the acquirer has Beneficial
Ownership of voting securities representing 50% or more of the total voting
power of all the then-outstanding voting securities of the Parent;
(ii) the individuals (A) who, as of the Commencement Date
constitute the Board of Directors of the Parent (the "Original Directors") or
(B) who thereafter are elected to the Board of Directors of the Parent (the
"Parent Board") and whose election, or nomination for election, to the Parent
Board was approved by a vote of at least 2/3 of the Original Directors then
still in office (such Directors being called "Additional Original Directors") or
(C) who are elected to the Parent Board and whose election or nomination for
election to the Parent Board was approved by a vote of at least 2/3 of the
Original Directors and Additional Original Directors then still in office, cease
for any reason to constitute a majority of the members of the Parent Board;
(iii) The stockholders of the Parent shall approve a merger,
consolidation, recapitalization or reorganization of the Parent or consummation
of any such transaction if stockholder approval is not sought or obtained, other
than any such transaction which would result in at least 75% of the total voting
power represented by the voting securities of the surviving entity outstanding
immediately after such transaction being Beneficially Owned by holders of
outstanding voting securities of the Parent immediately prior to the
transaction, with the voting power of each such continuing holder relative to
such other continuing holders being not altered substantially in the
transaction; or
(iv) The stockholders of the Parent shall approve a plan of
complete liquidation of the Parent or an agreement for the sale or disposition
by the Company of all or a
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substantial portion of the Parent's assets (i.e. 50% or more in value of the
total assets of the Parent).
(e) The Company shall notify the Executive in writing promptly
after the Company or the Parent becomes aware of or anticipates that a Change in
Control is likely to occur.
SECTION 9. NOTICES. All notices, requests, demands and other
communications required or permitted hereunder shall be given in writing and
shall be deemed to have been duly given if delivered or mailed, postage prepaid,
or by use of an independent third party commercial delivery service for same day
or next day delivery and providing a signed receipt as follows:
(a) To the Company:
Comvestrix Acquisition Corp.
c/o Vestcom International, Inc.
0000 Xxxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Attention: President
(b) To the Executive:
Xxxxxx Xxxxx
00 Xxxxx Xxxxxx Xxxx Xxxx
Xxxxxx Xxxxxx, XX 00000
or to such other address as either party shall have previously specified in
writing to the other. Notice by mail shall be deemed effective on the second
business day after its deposit with the United States Postal Service, notice by
same day courier service shall be deemed effective on the day of deposit with
the delivery service and notice by next day delivery service shall be deemed
effective on the day following the deposit with the delivery service.
SECTION 10. NO ATTACHMENT. Except as required by law, no right to
receive payments under this Agreement shall be subject to anticipation,
commutation, alienation, sale, assignment, encumbrance, charge, pledge, or
hypothecation or to execution, attachment, levy, or similar process or
assignment by operation of law, and any attempt, voluntary or involuntary, to
effect any such action shall be null, void and of no effect; provided, however,
that nothing in this Section 10 shall preclude the assumption of such rights by
executors, administrators or other legal representatives of the Executive or his
estate and their conveying any rights hereunder to the person or persons
entitled thereto.
SECTION 11. SOURCE OF PAYMENT. All payments provided for under
this Agreement shall be paid in cash from the general funds of the Company. The
Company shall not be required to establish a special or separate fund or other
segregation of assets to assure such payments, and, if the Company shall make
any investments to aid it in meeting its obligations
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hereunder, the Executive shall have no right, title or interest whatever in or
to any such investments except as may otherwise be expressly provided in a
separate written instrument relating to such investments. Nothing contained in
this Agreement, and no action taken pursuant to its provisions, shall create or
be construed to create a trust of any kind, or a fiduciary relationship, between
the Company and the Executive or any other person. To the extent that any person
acquires a right to receive payments from the Company hereunder, such right,
without prejudice to rights which employees may have, shall be no greater than
the right of an unsecured creditor of the Company.
SECTION 12. BINDING AGREEMENT; NO ASSIGNMENT. This Agreement shall
be binding upon, and shall inure to the benefit of, the Executive and the
Company (and the Parent, to the extent set forth herein) and their respective
permitted successors, assigns, heirs, beneficiaries and representatives. This
Agreement is personal to the Executive and may not be assigned by him. Any
attempted assignment in violation of this Section 12 shall be null and void.
SECTION 13. GOVERNING LAW; CONSENT TO JURISDICTION. The Executive
acknowledges that the services to be provided by the Executive hereunder are
intended to provide a substantial benefit to the Parent and that the structure
of the Amalgamation and the Merger (including the jurisdiction of organization
of the Company and the location of the Company's principal place of business)
have been designed for the benefit of the Parent. Accordingly, in order to
provide the Parent with the intended benefits described above, the validity,
interpretation, performance, and enforcement of this Agreement shall be governed
by the laws of the State of New Jersey. In addition, the Executive, and the
Company irrevocably submit to the exclusive jurisdiction of the courts of the
State of New Jersey and the United States District Court for the District of New
Jersey for the purpose of any suit, action, proceeding or judgment relating to
or arising out of this Agreement and the transactions contemplated hereby.
Service of process in connection with any such suit, action or proceeding may be
served on the Executive anywhere in the world by the same methods as are
specified for the giving of notices under this Agreement. The Executive
irrevocably consents to the jurisdiction of any such court in any such suit,
action or proceeding and to the laying of venue in such court. The Executive
irrevocably waives any objection to the laying of venue of any such suit, action
or proceeding brought in such courts and irrevocably waives any claim that any
such suit, action or proceeding brought in any such court has been brought in an
inconvenient forum.
SECTION 14. ENTIRE AGREEMENT. This Agreement shall constitute the
entire agreement among the parties with respect to the matters covered hereby
and shall supersede all previous written, oral or implied understandings among
them with respect to such matters.
SECTION 15. AMENDMENTS. This Agreement may only be amended or
otherwise modified by a writing executed by all of the parties hereto.
SECTION 16. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which when executed shall be deemed to be an
original and all of which together shall be deemed to be one and the same
instrument.
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IN WITNESS WHEREOF. the Company has caused this Agreement to be
executed by its duly authorized officer and the Executive has signed this
Agreement, all as of the first date above written.
Comvestrix Acquisition Corp.
By: /s/ Xxxxx XxXxxxxxxx
----------------------------
Name: Xxxxx XxXxxxxxxx
Title: Vice President
/s/ Xxxxxx Xxxxx
----------------------------
Xxxxxx Xxxxx
Vestcom International, Inc. hereby unconditionally guarantees payment of the
obligations of the Company pursuant to the terms of this Agreement and accepts
the benefit of Section 6 hereof.
VESTCOM INTERNATIONAL, INC.
By: /s/ Xxxxx XxXxxxxxxx
--------------------------
Xxxxx XxXxxxxxxx
Vice President
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