[▇▇▇▇▇▇▇▇ Letterhead]
September 8, 1995
▇▇. ▇. ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Graphics, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇▇▇:
This letter, when signed by both of us, will constitute our agreement to employ
you as Senior Vice President, Operations for ▇▇▇▇▇▇▇▇ Graphics, Inc. ("SGI").
The initial term of your employment pursuant to this agreement shall commence
immediately and shall continue for two years thereafter, unless earlier
terminated as provided below. The term of your employment hereunder shall be
extended automatically for additional one year periods unless written notice of
either party's intention not to extend has been given to the other party at
least one year prior to the expiration of the then current term.
Your salary shall be $200,000 per annum, to be paid bi-weekly. You shall also be
entitled to participate in SGI's incentive plan. SGI shall pay you directly or
reimburse you for reasonable expenses incurred by you in connection with the
performance of your duties, including without limitation, travel and
entertainment expenses reasonably related to SGI's business or interest, upon
submission of written documentation of such expenses.
In all other aspects (e.g. vacation, hours, sick leave and fringe benefits), the
terms of your employment will be in accordance with SGI's general policy in
effect from time to time as applied to executives.
Your employment will be on a full time basis and you will not engage in any
other business activities without SGI's prior written consent.
During your employment, and at all times thereafter, you will maintain the
confidentiality of all non-public information regarding SGI or its operations
that you receive during the course of your employment. Without limiting the
generality of the foregoing, such information includes trade secrets and
know-how, marketing, manufacturing and other plans, pricing and price policies,
sales forecasts, research and development, the terms upon which SGI deals with
customers and suppliers and proposed acquisitions. Such information shall not be
disclosed by you to any person other than an authorized representative of SGI
without its prior written consent. Upon termination of your employment, and
without regard to the circumstances of such termination, you shall (i)
immediately turn over to SGI all written materials, lists and records or copies
thereof that came into your possession in the course of your employment by SGI,
whether or not they contain confidential information and (ii) for a period of
two (2) years after such termination, not solicit or hire employees or customers
of SGI.
For so long as you are employed by SGI and continuing for one year thereafter,
you shall not, directly or indirectly, as a sole proprietor, member of a
partnership, stockholder or investor (other than a stockholder or investor
owning not more than a 5% interest), officer or director of a corporation, or as
an employee, associate, consultant or agent of any person, partnership,
corporation or other business organization or entity other than SGI, render any
service to, or in any way be affiliated with, a competitor (or any person or
entity that is reasonably anticipated to become a competitor) of SGI or any of
its affiliates.
Without intending to limit the remedies available to SGI, you acknowledge that a
breach of the covenant set forth in the preceding paragraph and the covenant set
forth in clause (ii) of the last paragraph on page 1 (relating to solicitation
of employees) may result in material and irreparable injury to SGI or its
affiliates for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of such a breach or threat thereof, SGI shall be entitled to seek a temporary
restraining order and/or a preliminary or permanent injunction restraining you
from engaging in activities prohibited by this agreement or such other relief as
may be required specifically to enforce any of the foregoing covenants. If for
any reason, it is held that the foregoing restrictions are not reasonable or
that consideration therefor is inadequate, such restrictions shall be
interpreted or modified to include as much of the duration and scope identified
in the foregoing sections as will render such restrictions valid and
enforceable.
Your employment will terminate automatically upon your death. If you are
disabled from performing the duties of your employment for six consecutive
months, SGI may terminate your employment pursuant to this agreement at the end
of such period subject to whatever additional benefits you may be entitled to
receive under any disability plan maintained by SGI at the time.
Either you or SGI may terminate your employment with or without "Cause" (as
hereinafter defined) at any time. If during the term of this Agreement your
employment is terminated by SGI for any reason other than Cause, you shall
receive your base salary then in effect from the date of termination until the
later of the expiration date of this Agreement or two years after the date of
termination. If this Agreement is not extended and you are thereafter terminated
by SGI for any reason other than Cause, you shall receive your base salary then
in effect from the date of termination until two years after the date of
termination. Such base salary payments will be reduced to the extent you receive
compensation from another employer with respect to such period.
For purposes of this agreement:
"Cause" shall mean the termination of your employment hereunder in the event of
your (i) conviction of any crime or offense involving money or other property of
SGI or any felony, (ii) willful and unreasonable refusal to substantially
perform your duties hereunder, (iii) competition with SGI, or (iv) gross
negligence in the conduct of your duties; provided, however, no termination
shall be deemed for "Cause" under clauses (ii) or (iv) unless you shall have
first received written notice from SGI advising you of the acts or omissions
that constitute the refusal or gross negligence and you fail to correct the acts
or omissions complained of within 20 business days following receipt of such
notice.
All references to "SGI" include its divisions, subsidiaries and affiliates.
All questions concerning the construction, validity, enforcement and
interpretation of this agreement and the exhibits hereto will be governed by the
internal law, and not the law of conflicts, of the State of New York, and you
hereby consent to jurisdiction and venue in the State and Federal courts in New
York, New York in connection with such questions.
This agreement constitutes our entire agreement, supersedes all prior agreements
between us, and its provisions may not be changed or waived, except by a writing
signed by the party to be charged with such change.
Sincerely,
▇▇▇▇▇▇▇▇ Graphics, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President & Chief Operating Officer
ACCEPTED AND AGREED TO:
/s/ ▇.▇. ▇▇▇▇▇▇▇▇
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