Exhibit 10.45


 


SERVICE AGREEMENT


 


THIS AGREEMENT
is between Vertis Digital Services Limited (No. 3526757) whose registered
office is at The Green Building, 50-54 Beak Street, London WIF 9RN (“Vertis Digital”) and Adriaan Roosen of Flat
20 City Reach, 22 Dingley Road, London ECIV 8BW)(the “Executive”) and made on August 31, 2003
(the “Effective Date”).


 


WHEREAS, the
Executive has been employed by Vertis Digital since 10 October 2001 and the
parties wish to provide for the continued employment of the Executive under the
terms of this Agreement, and the Executive agrees to continue to serve Vertis
Digital in the capacities and on the terms and conditions set forth in this
Agreement;


 


In this Agreement “Group Company” means Vertis Digital, Vertis
Inc. (a Delaware company) (the “Company”),
Vertis Holdings, Inc. (a Delaware company) (“Holdings”)
and any holding company (as defined in section 736 of the Companies Act 1985),
subsidiary undertaking (as defined in Section 258 of the Companies Act 1985) or
associated company (as defined in Sections 416 et seq. of the Income and
Corporation Taxes Act 1988) of the Vertis Digital, the Company and Vertis
Holdings.


 


IT IS HEREBY
AGREED as follows:


 


1.                                       TERM
OF APPOINTMENT


 


(a)                                  Vertis
Digital shall engage the Executive and the Executive shall serve Vertis Digital
on the terms of this agreement (the “Appointment”).  The Appointment shall commence on the
Effective Date and continue until terminated:


 


(i)                                     as
provided for elsewhere in this Agreement by either party; or


 


(ii)                                  by
Vertis Digital giving the Executive not less than 18 month’s prior written
notice; or


 


(iii)                               by
the Executive giving Vertis Digital not less than 30 days prior written notice.


 


(b)                                 The
Executive’s previous employment with Vertis Digital from 1 October 2001 counts
as part of the Executive’s continuous employment with Vertis Digital.


 


(c)                                  Notwithstanding
Section 1(a)(ii) above, Vertis Digital may in its sole discretion terminate the
Appointment by giving written notice to the Executive that it is exercising its
discretion under this Section 1(c) to terminate the Appointment with effect
from such date as is specified in the notice (“the Date of Termination”). In such case (other than a
termination by Vertis Digital for Cause, death or Disability or a termination


 

















 


to which section 5(d) applies
or a termination by the Executive under Section 1(a)(iii) or a termination by
the Executive for Good Reason) Vertis Digital shall pay to the Executive the
Payment in Lieu of Notice.  The “Payment in Lieu of Notice” shall be equal
to:


 


(i)                                     the
Annual Basic Salary (as at the Date of Termination) which the Executive would
have been entitled to over the notice period referred to in Section 1(a)(ii)
(or, if applicable, the remainder of the notice period);


 


(ii)                                  the
Applicable Bonus Amount in accordance with Section 5(a);


 


(iii)                               any
accrued but unpaid amounts of the Executive’s Annual Basic Salary and accrued
but untaken holiday for periods prior to the Date of Termination and earned
annual bonuses for completed financial years of the Company prior to the Date
of Termination; and


 


(iv)                              any
Pro Rata Bonus Payment in accordance with Section 5(g).


 


(d)                                 The
Payment in Lieu of Notice shall be subject to such deductions as Vertis Digital
may be required to make. The payments due under Sections 1(c)(i) and 1(c)(ii)
shall be divided into equal monthly instalments which shall be payable over the
two year period following the Date of Termination. The payment due under
Section 1(c)(iii) shall be paid within 30 days of the Date of Termination.  The Payment in Lieu of Notice shall be in
full and final settlement of all claims the Executive may have against Vertis
Digital or any Group Company arising out of or in connection with the
termination of the Appointment and the termination of his directorships of any
Group Company.


 


(e)                                  In
the event of a termination of the Appointment under Section 1(c) Vertis Digital
shall also provide to the Executive (and as applicable his eligible dependants)
continued participation at such company’s expense in the Vertis Digital
medical, dental, prescription and vision care insurance plans, if any, on the
terms available to him at the Date of Termination and subject in each case to
the rules of such plans and the terms of any related policy of insurance as
amended from time to time (or substantially equivalent coverage under an
alternative arrangement) for six months following the Date of Termination (or
if earlier until the date the Executive obtains benefits under similar plans
with a subsequent employer).


 


(f)                                    Despite
any other provision in this agreement Vertis Digital is under no obligation to
provide the Executive with work during his notice period and may require him to
remain away from work or may vary his duties during his notice period (whether
or not notice is served by Vertis Digital or the Executive) (“Garden Leave”). While on Garden Leave the
Executive will be required to comply with any conditions laid down by Vertis
Digital and may not work for any third party or on his own behalf without the
prior written permission of Vertis Digital. 
In the event that Vertis Digital exercises its rights to place the
executive on Garden Leave under this Section 1(f) (other than where the
Executive has served notice under Section 1(a)(iii), or a termination by Vertis
Digital for Cause, death or Disability or a termination to which section 5(d)
applies but including a termination by the Executive for Good Reason (in which
case upon receipt of a Notice of


 

















 


Termination for Good Reason
Vertis Digital may serve a counter notice upon the Executive placing him on
Garden Leave under this Section 1(f))) Vertis Digital shall pay to the
Executive (i) a cash payment equal to 1.5 times the sum of (A) the Executive’s
Annual Basic Salary (as at the date of commencement of Garden Leave); (ii) the
Applicable Bonus Amount save that the date of commencement of Garden Leave
shall be treated as the Date of Termination for the purposes of calculating the
Applicable Bonus Amount; (iii) any unpaid amounts of the Executive’s Annual
Basic Salary for periods prior to the date of commencement of Garden Leave and
earned annual bonuses for completed financial years prior to the date of
commencement of Garden Leave; and (iv) any Pro Rata Bonus Payment save that the
date of commencement of Garden Leave shall be treated as the Date of
Termination for the purposes of calculating the Pro Rata Bonus Payment. The
payments due under Section 1(f) (i) and (ii) shall be divided into equal
monthly instalments which shall be payable over the two year period following
the date of commencement of Garden Leave. 
The payment due under Section 1(f)(iii) shall be paid within 30 days of
the date of commencement of Garden Leave. 
All such payments shall be subject to such deductions as Vertis Digital
may be required to make and shall be in full and final settlement of all claims
the Executive may have against Vertis Digital or any Group Company arising out
of or in connection with the Appointment, the termination of the Appointment
and the termination of the Executive’s directorships of any Group Company.


 


2.                                       POSITION
AND DUTIES.


 


(a)                                  During
his employment with Vertis Digital, the Executive shall serve as the Managing
Director of Vertis Europe and shall perform such duties and have such
responsibilities as are customarily assigned to such position, and shall also
perform or hold such other duties and responsibilities with respect to any
Group Company not inconsistent therewith as may from time to time be assigned
to him by the board of directors of Vertis Digital (the “Board”).


 


(b)                                 During
the Appointment, and excluding any periods of vacation and sick leave to which
the Executive is entitled, the Executive shall devote the whole of his working
time and attention to duties assigned to him and to the business and affairs of
the Vertis Digital (and any Group Companies) and shall use all reasonable
efforts to carry out his responsibilities faithfully and efficiently.  However, the Executive may serve on
corporate, industry, civic or charitable boards or committees, so long as these
activities do not materially interfere with the performance of the Executive’s
responsibilities to the Vertis Digital (and any Group Companies).


 


(c)                                  During
the Appointment the Executive shall work at such of the Group’s offices in the
United Kingdom as the Board may require.


 


(d)                                 The
Executive shall work such hours as are necessary for the proper performance of
his duties.  Regulation 4(1) of the
Working Time Regulations 1998 (the “Regulations”)
limits the average working week (calculated in accordance with the Regulations)
of each worker to a maximum of 48 hours. 
The Executive agrees to opt out of this part of the Regulations.  Should the Executive wish to terminate this
opt-out then


 

















 


he may do so by giving Vertis
Digital not less than three months written notice.  The Executive will comply with any policy of Vertis Digital in
force from time to time concerning the maintenance of records of the hours that
he works.


 


3.                                       SALARY
AND BENEFITS


 


(a)                                  SALARY. 
During the Appointment, the Executive shall continue to receive the
annual salary at the rate in effect on the Effective Date, as adjusted by the
Board from time to time as set forth below (the “Annual Basic Salary”). 
The Annual Basic Salary shall be subject to any withholdings which are
required to be deducted by law and shall be payable by bank credit transfer in
equal monthly instalments in arrears on or about the last working day of each
calendar month paid by Vertis Digital in accordance with its regular payroll
practice for its senior executives as in effect from time to time.  The Annual Basic Salary shall be reviewed
for adjustment by the Board at least annually prior to the end of each calendar
year during the Executive’s employment with Vertis Digital.


 


(b)                                 ANNUAL
CASH BONUS.  For financial years of the
Company during the Appointment, the Executive shall be eligible to participate
in an annual cash incentive compensation plan (currently the Company’s
Executive Incentive Plan), subject to the rules of such plan as adopted and
approved by the Board from time to time, with applicable corporate and
individual performance targets and maximum award amounts determined by the
Board.  The target bonus of the
Executive pursuant to the annual cash incentive compensation plan shall be
determined in accordance with the Executive Incentive Plan (or the applicable
replacement or successor plan) with respect to each such financial year of the
Company.  Any cash bonuses payable to
the Executive will be paid by Vertis Digital at the time Vertis Digital
normally pays such bonuses to its senior executives and will be subject to the
terms and conditions and rules of the applicable annual cash incentive
compensation plan (as amended from time to time).


 


(c)                                  OTHER
BENEFITS.


 


(i)                                     During
the Appointment, the Executive shall be eligible to participate in the
retirement, welfare benefit, and fringe benefit plans, practices, policies and
programmes of Vertis Digital (including any medical, prescription, dental,
disability, life insurance, accidental death and travel accident insurance
plans and programmes maintained by Vertis Digital) to the same extent, subject
in each case to the rules of such policies, programmes, plans, practices and
the rules of any relevant insurance policy as amended from time to time, such
participation to be on substantially the same terms and conditions as these
arrangements are made available generally to the senior officers of Vertis
Digital.


 


(ii)                                  During
the Appointment Vertis Digital shall make the following contributions in
connection with the Executive’s pension arrangements:


 


(A)                              reimbursement
the Euro equivalent of 10,000 guilders per annum (or such minimum amount
prescribed by relevant


 

















 


Dutch
legislation) which the Executive pays into the vrijwillige verzetering AOW/AWW
subject to the Executive providing relevant prepaid invoices;


 


(B)                                five
per cent. of the Executive’s Annual Basic Salary per annum into the Executive’s
voluntary pension scheme subject to the rules of such Inland Revenue limits in
both cases as amended from time to time.


 


(iii)                               Vertis
Digital may deduct from any sums owed to the Executive all sums which he from
time to time owes to any Group Company.


 


(d)                                 HOLIDAY;
EXPENSES.


 


(i)                                     The
Executive shall be entitled to 25 days annual paid leave in accordance with the
provisions of Vertis Digital’s executive leave policy as in effect from time to
time, which shall be taken at times selected by the Executive with due regard
for the business needs of Vertis Digital and the Group Companies.  Any accrued but undertaken holiday leave may
not be carried forward to the next holiday year.  Upon termination of the Appointment, the Executive shall be
entitled to receive payment in lieu of any holiday entitlement which has
accrued prior to the Date of Termination but is unused calculated on the basis
of 2.08 day’s holiday for each completed calendar month of service in the then
current holiday year.  Vertis Digital
may require the Executive to take any accrued but unused holiday entitlement
during the notice period (whether or not the Executive is on Garden Leave).


 


(ii)                                  Vertis
Digital shall pay or reimburse the Executive for ordinary and necessary
business expenses incurred by him in the performance of his duties in
accordance with Vertis Digital’s usual policies.


 


4.                                       TERMINATION
OF EMPLOYMENT.


 


(a)                                  DEATH
OR DISABILITY.  The Appointment shall
terminate automatically upon the Executive’s death.  Vertis Digital shall be entitled to terminate the Appointment
with immediate effect in the event of the Executive’s Disability.  “Disability”
means that (1) the Executive is permanently disabled within the meaning of the
long-term disability plan of the Company in which the Executive participates or
(2) if there is no such plan in effect, that (i) the Executive has been absent
from the full-time performance of the Executive’s duties with Vertis Digital
for a period of 120 days, (ii) Vertis Digital shall have given the Executive a
notice of termination for Disability, and (iii) within 30 days after such
notice of termination is given, the Executive shall not have returned to the
full-time performance of the Executive’s duties.  The effective date of any such termination for Disability shall
be (A) in the case of a termination pursuant to Section 4(a)(1), the date on
which the Executive is determined to be disabled for purposes of such plan or,
in the case of a termination pursuant to Section 4(a)(2), the date


 

















 


which is 30 days following the
notice of termination for Disability (either such date, the “Disability Effective Time”).


 


(b)                                 TERMINATION
BY VERTIS DIGITAL.


 


(i)                                     Vertis
Digital may terminate the Appointment for Cause. Except as set forth in Section
4(b)(ii), “Cause” shall mean (A)
gross misconduct by the Executive, or any serious (after warning) repeated
breach by the Executive in connection with the performance of his duties
hereunder that is materially injurious to Vertis Digital or the Company,
monetarily or otherwise, (B) the conviction of the Executive by a court of
competent jurisdiction for any criminal offence (other than an offence under
any road traffic legislation in the United Kingdom or elsewhere for which a
fine or non-custodial penalty is imposed) or (C) material breach by the
Executive of the provisions of Section 6 of this Agreement, (D) if the
Executive becomes bankrupt or makes any arrangement or composition with or for
the benefit of his creditors; (E) if the Executive is disqualified from holding
any office which he holds in any Group Company or resigns from such office
without the prior approval of the Board; unless, in the case of Sections
4(b)(i) (A) or (C), the event constituting Cause is curable and has been cured
by the Executive within ten business days of his receipt of written notice from
Vertis Digital or the Company that an event constituting Cause has occurred and
specifying in reasonable detail the actions required to effect a cure.


 


(ii)                                  Notwithstanding
the provisions of Section 4(b)(i), following a Change in Control (as defined
herein), “Cause” shall only mean
(A) the conviction of the Executive by a court of competent jurisdiction for
any criminal offence other than an offence under any road traffic legislation
in the United Kingdom or elsewhere for which a fine or non-custodial penalty is
imposed; or (B) the wilful engaging by the Executive in fraud or dishonesty
which is demonstrably and materially injurious to Vertis Digital or the Company
or either company’s reputation, monetarily or otherwise.  For purposes of this Section 4(b), no act,
or failure to act, on the Executive’s part shall be deemed “wilful” unless
committed, or omitted by the Executive in bad faith.


 


(iii)                               A
termination of the Executive’s employment for Cause shall require a vote of a
majority of the Board.  Following a
Change in Control a termination of the Executive’s employment for Cause shall
not be effective unless it is accomplished in accordance with the following
procedures.  The Board shall give the
Executive written notice (“Notice of
Termination for Cause”) of its intention to terminate the
Executive’s employment for Cause, setting forth in reasonable detail the
specific conduct of the Executive that it considers to constitute Cause and the
specific provision(s) of this Agreement on which it relies, and stating the
date, time and place of the Special Board Meeting for Cause.  The “Special
Board Meeting for Cause” means a meeting of the Board called and
held specifically and exclusively for the purpose of considering the
Executive’s termination for Cause.  The
Special Board Meeting for Cause must take place not less than thirty business
days after the Executive receives the


 

















 


Notice of
Termination for Cause.  The Executive
shall be given an opportunity, together with counsel, to be heard at the
Special Board Meeting for Cause.  The
Executive’s termination for Cause shall be effective when a resolution is duly
adopted at the Special Board Meeting for Cause stating that, in the good faith
opinion of the Board, the Executive is guilty of the conduct described in the
Notice of Termination for Cause and that such conduct constitutes Cause under
the applicable provision of this Agreement.


 


(c)                                  TERMINATION
BY THE EXECUTIVE.


 


(i)                                     The
Executive may terminate employment the Appointment for Good Reason (or without
Good Reason under Section 1(a)(iii)).  “Good Reason” shall mean the occurrence of
any of the following events, without the Executive’s consent (other than in
connection with an event constituting Cause): (a) any action by Vertis Digital
which results in a significant diminution in the Executive’s position,
authority, duties or responsibilities as contemplated by this Agreement (other
than in connection with any period of Garden Leave under Section 1(f) or 5(d));
(b) a reduction in the Executive’s Annual Basic Salary or the Executive’s
annual cash bonus opportunity under the Executive Incentive Plan (or a successor
plan) or a failure by Vertis Digital to timely pay any portion of the
Executive’s current or deferred compensation; (c) Vertis Digital requiring the
Executive to be based at an office that is greater than 50 miles from where the
Executive’s office is located at such time except for required travel on any
Group Company’s business to an extent substantially consistent with the
business travel obligations which the Executive undertook on behalf of Vertis
Digital prior to a Change in Control; or (d) the failure by Vertis Digital to
obtain from any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of Vertis Digital an express written assumption and agreement to perform
this Agreement in the same manner and to the same extent that Vertis Digital or
Vertis Digital would be required to perform it if no such succession had taken
place unless, in each case, such action is remedied by Vertis Digital within
ten business days after receipt of a Notice of Termination for Good Reason (as
defined below) given by the Executive.


 


(ii)                                  Except
in the case of a Limited Change in Control (as defined in Section 5(d) hereof)
the Executive shall automatically be deemed to have Good Reason (“Deemed Good Reason”) despite the absence of
any of the events or circumstances described in Section 4(c)(i)(a) to (d) fro
the thirty day period commencing on the first anniversary of a Change in
Control; provided, however, that if the Executive wishes to terminate the
Appointment pursuant to the provisions of this subparagraph 4(c)(ii), the
Executive’s entitlement to the benefits provided in Section 5(d) (and the
benefits provided in connection with a termination described in such Section)
may be conditional upon Vertis Digital requiring the Executive to continue to
serve Vertis Digital for up to six months following the Notice of Termination
for Good Reason (the “Transition Period”).  A failure by the Executive to comply with
such a request absent an event or circumstance described in Section 4(c)(i)(a)
to (d) (as such definition is modified


 

















 


by the last
sentence of this Section 4(c)(ii)) will result in the termination being treated
as a termination described in Section 5(a). 
In the event that Vertis Digital invokes the right to require the
Executive to continue to serve Vertis Digital during the Transition Period, the
Executive’s Annual Basic Salary shall not be reduced during such period, nor
shall the Executive’s annual bonus opportunity (which bonus, if any, (i) shall
be paid out on a pro-rata basis for the applicable period during which the
Executive was employed, (ii) shall be paid at the time such bonuses are paid to
Vertis Digital’s executives generally and (iii) shall be based upon the Company’s
(and if applicable the Executive’s) scheduled performance against target
applicable to the portion of the performance period during which the Executive
was employed - in each case consistent with (and not in duplication of) the
provisions of Section 5(e)). 
Notwithstanding the definition of Good Reason set forth in the second
sentence of Section 4(c)(i), the Executive agrees that during the Transition
Period Vertis Digital may, in its discretion, change the Executive’s authority,
position, duties or responsibilities during the Transition Period, without such
change constituting a breach of this Agreement or a Good Reason.


 


(iii)                               A
termination of the Appointment by the Executive for Good Reason or Deemed Good
Reason shall be effected by giving Vertis Digital in a timely manner written
notice (“Notice of Termination for Good
Reason”) of the termination, setting forth in the case of a
termination for Good Reason in reasonable detail the specific conduct of Vertis
Digital that constitutes Good Reason and the specific provision(s) of this
Agreement on which the Executive relies. 
A termination of the Appointment by the Executive for Good Reason shall
be effective ten business days following the date when the Notice of
Termination for Good Reason is given, unless, if applicable, the even
constituting Good Reason is remedied by Vertis Digital prior to that date or
unless Vertis Digital has served a counter notice upon the Executive placing
the Executive on Garden Leave under Section 1(f) or 5(d).  Actions by Vertis Digital which constitute
Good Reason shall be disregarded in the calculation of termination benefits
described in Section 5.


 


(iv)                              A
termination of the Appointment by the Executive without Good Reason shall be
effected by giving Vertis Digital 30 days’ written notice of the termination in
accordance with Section 1(a)(iii).


 


(d)                                 DATE
OF TERMINATION; RESIGNATION.  The “Date of Termination” means the date of the
Executive’s death, the Disability Effective Time, the date specified in the
notice referred to in Section 1(c), the date upon which the Executive’s
resignation becomes effective following him serving notice under Section
1(a)(iii) or the date on which the termination of the Appointment by Vertis
Digital for Cause or by the Executive for Good Reason is effective under the
terms of this Agreement.  Following
termination of the Appointment for any reason or during any period of Garden
Leave, the Executive shall immediately resign from the Board and from all other
offices and positions he holds with any Group Company if requested by the
Board.


 

















 


5.                                       OBLIGATIONS
OF VERTIS DIGITAL AND/OR THE COMPANY UPON TERMINATION.


 


(a)                                  TERMINATION
BY VERTIS DIGITAL (OTHER THAN TERMINATIONS FOR CAUSE, DEATH OR DISABILITY OR
UNDER SECTION 1(c)) OR TERMINATION BY THE EXECUTIVE FOR GOOD REASON.  If the Appointment is terminated otherwise
than in accordance with this Agreement (including a termination by the
Executive for Good Reason but excluding a termination by Vertis Digital for
Cause, Disability or death or by Vertis Digital under Section 1(c) or by the
Executive or Vertis Digital under Section 1(a)) then, except for any
termination to which Section 5(d) applies, Vertis Digital shall pay to the
Executive: (i) a liquidated sum (the “Liquidated
Sum”) calculated by reference to the Executive’s 18 month notice
period equal to 1.5 times the sum of (A) the Executive’s Annual Basic Salary
immediately prior to the Date of Termination and (B) the greater of (1) the
annual bonus earned by the Executive for the last completed financial year
prior to the financial year in which the Date of Termination occurs and (2) the
annual bonus the Executive would have earned for the financial year in which
the Date of Termination occurs absent such termination (which amount shall be
based upon the Company’s (and if applicable the Executive’s) actual performance
against target (expressed as a percentage of achievement of targeted
performance) applicable to the portion of the performance period during which
the Executive was employed, with such percentage level of achievement
annualized for the full financial year) (the greater of such amounts being
referred to hereafter as the “Applicable
Bonus Amount”); and (ii) any unpaid amounts of the Executive’s
Annual Basic Salary for periods prior to the Date of Termination and earned
annual bonuses for completed years prior to the Date of Termination.  The payment described in clause (i) of the
preceding sentence shall be divided into equal monthly installments which will
be payable over the two-year period following the Date of Termination, and the
payments described in clause (ii) of the preceding sentence shall be made
within 30 days of the Date of Termination. 
Vertis Digital shall also provide to the Executive (and, as applicable,
his eligible dependents), in the event of such a termination continued
participation at such company’s expense in Vertis Digital’s medical, dental,
prescription and vision care insurance plans subject to the rules of such plans
(or substantially equivalent coverage under an alternative arrangement) for six
months following the Date of Termination (or, if earlier, until the date the
Executive obtains benefits under similar plans with a subsequent
employer).  For purposes of this Agreement,
the Appointment shall be deemed to have been terminated within the thirteen
month period following a Change in Control and during the Term by Vertis
Digital without Cause (and shall be governed by Section 5(d)), if the
Appointment is terminated by Vertis Digital without Cause either (i) during the
120 day period prior to the execution of an agreement, the consummation of
which would result in a Change in Control or (ii) following the execution of an
agreement, the consummation of which would result in a Change in Control and
such termination is effective at the time, or during the pendency, of such
Change in Control (in either case whether or not such Change in Control
actually occurs).


 


The Liquidated
Sum will be subject to such deductions as Vertis Digital may be required to
make and will be in full and final settlement of any claims whatsoever which
the Executive has or may have against any Group Company arising out of or in


 

















 


connection with the Appointment
or its termination or his directorships of any Group Company or their
termination.  In consideration for the
payment of the Liquidated Sum the Executive agrees to be bound by restrictions
in Section 6 of this Agreement.


 


(b)                                 DEATH
AND DISABILITY.  If the Appointment is
terminated by Vertis Digital due to Disability or terminated automatically upon
the Executive’s death then Vertis Digital shall pay to the Executive (or the
Executive’s estate, as applicable) in a lump sum in cash within 30 days after
the Date of Termination, any portion of the Executive’s Annual Basic Salary
earned through the Date of Termination that has not been paid and earned annual
bonuses for completed financial years prior to the Date of Termination.  Vertis Digital shall also provide to the
Executive (and, as applicable, his eligible dependents), in the event of such a
termination continued participation at such company’s expense in Vertis
Digital’s medical, dental, prescription and vision care insurance plans (or
substantially equivalent coverage under an alternative arrangement) for six
months following the Date of Termination (or, if earlier, until the date the
Executive obtains alternative coverage from a subsequent employer).


 


(c)                                  BY
VERTIS DIGITAL FOR CAUSE; BY THE EXECUTIVE OTHER THAN FOR GOOD REASON.  If the Appointment is terminated by Vertis
Digital for Cause or the Executive serves notice to voluntarily terminate his
employment by serving notice under Section 1(a)(iii) then Vertis Digital shall
pay to the Executive in a lump sum in cash within thirty days after the Date of
Termination, any portion of the Executive’s Annual Basic Salary earned through
the Date of Termination that has not been paid and earned annual bonuses for
completed financial years prior to the Date of Termination.


 


(d)                                 CHANGE  IN CONTROL TERMINATION.


 


(i)                                     For
the period of 13 months following a Change in Control the appropriate period of
notice to be given by Vertis Digital to the Executive to terminate the
Appointment under Section 1(a)(ii) shall be increased to 36 months and
Section 1(a)(ii) shall be amended accordingly. 
During such 13 month period Sections 1(c), 1(d), 1(e) and 1(f) shall be
replaced by this Section 5(d).  If,
within the 13-month period immediately following the occurrence of a Change in
Control directly or indirectly in connection with it, the Appointment is
terminated by Vertis Digital without notice and other than for Cause (other
than a termination for Disability or death) or by the Executive for Good Reason
(subject, if applicable, to the proviso set forth in the first sentence of
Section 4(c)(ii)), then Vertis Digital shall pay to the Executive (i) a cash
payment equal to three times the sum of (A) the Executive’s Annual Basic Salary
immediately prior to the Date of Termination and (B) the Applicable Bonus
Amount; and (ii) any unpaid amounts of the Executive’s Annual Basic Salary for
periods prior to the Date of Termination and earned annual bonuses for
completed financial years prior to the Date of Termination.  The cash payments described in clause (i)
and (ii) of the preceding sentence shall be made in a lump sum within 30 days
following the Date of Termination. 
Notwithstanding the foregoing, if the amounts of such payments cannot be
finally determined on or before a date when a payment is due, Vertis Digital
shall pay to the Executive on such day an estimate, as reasonably


 

















 


determined by
Vertis Digital, of the minimum amount of such payments to which the Executive
is clearly entitled and shall pay the remainder of such payments, if any, as
soon as the amount thereof can be determined. 
Vertis Digital shall also provide to the Executive (and, as applicable,
his eligible dependents), in the event of such a termination continued
participation at such company’s expense in Vertis Digital’s medical, dental,
prescription and vision care insurance plans (or substantially equivalent
coverage under an alternative arrangement) for 12 months following the Date of
Termination (or, if earlier, until the date the Executive obtains alternative
coverage from a subsequent employer).


 


Notwithstanding the preceding clauses (i), (ii) and (iii) of Section
5(d)(i) and despite any other provision in this Agreement, during the period of
13 months following a Change in Control Vertis Digital may in its discretion
serve 36 months notice upon the Executive to terminate the Appointment under Section
1(a)(ii) (other than for a Cause (other than a termination for Disability or
death) but including a termination by the Executive for Good Reason (subject if
applicable to the proviso in the first sentence of Section 4(c)(ii)) in which
case upon receipt of a Notice of Termination for Good Reason or if applicable
at the end of the Transition Period Vertis Digital may serve a counter notice
upon the Executive informing him that he is being placed on Garden Leave under
this Section), Vertis Digital may in its discretion place the Executive on
Garden Leave for up to 24 months of such notice period (the “Change of Control Garden Leave Period”).  During the Change of Control Garden Leave
Period the Executive shall remain an employee of Vertis Digital and shall
comply with any conditions laid down by Vertis Digital.  The Executive shall remain bound during the
Change of Control Garden Leave Period by his obligations under the Agreement
(in particular without limitation under Section 6 hereof) save that the Executive
agrees that during the Change of Control Garden Leave Period he shall only
receive a salary based on the minimum rate in force at the date of commencement
of such Change of Control Garden Leave Period under the National Minimum Wage
Act 1998 for a 35 hour week (such salary to be paid monthly in arrears over the
Change of Control Garden Leave Period). 
The Executive further agrees that he shall not be entitled to any
further payments or benefits under this Agreement during the Change of Control
Garden Leave Period save that he shall receive the payments and/or benefits
referred to the preceding clauses (i), (ii) and (iii) of Section 5(d)(i)
provided always that the date of commencement of the Change of Control Garden
Leave Period shall be treated as the Date of Termination for the purposes of
calculating each of such payments and/or benefits (including for the avoidance
of doubt the Pro rata Bonus under Section 5(e)) and for the purposes of
calculating the date of payment of such payments/benefits.  In the event that Vertis Digital exercises
its right to place the Executive on Garden Leave under this Section 5(d), the
payments due to the Executive under Section 5(d)(i) shall be reduced by a sum
equal to the total wages due to the Executive under the National Minimum Wage
Act 1998 over the 24 month Change of Control Garden Leave Period.  At the end of the Change of Control Garden
Leave Period the Appointment shall automatically terminate and the Executive
shall have no claim whatsoever against any Group Company in


 

















 


relation to
the Appointment, the Garden Leave Period and/or the termination of the
Appointment or the termination of any directorships or otherwise.


 


Whilst the 24 month Change of Control Garden Leave period is considered
by the parties to be fair and reasonable in the circumstances, it is agreed
that if such period should be judged to be void or ineffective for any reason
but would be treated as valid and effective if the period reduced in scope, the
Executive agrees that the Change of Control Garden Leave period shall apply
with such modifications as necessary to make such period valid and effective.


 


The payments due under this Section 5(d)(i) shall be subject to such
deductions as are required and shall be in full and final settlement of all
claims the Executive may have against any Group Company arising out of in
connection with the Appointment, the termination of the Appointment and the
termination of the Executive’s directorship of any Group Company.  In consideration of the payments made under
this Section 5(d)(i) the Executive agrees to remain bound by the provisions in
clause 6 of this Agreement.


 


(ii)                                  For
purposes of this Agreement, a “Change in
Control” shall be deemed to have occurred on the first date after
the Effective Date on which (i) any Person (as defined below) shall acquire,
whether by purchase, exchange, tender offer, merger, consolidation or
otherwise, beneficial ownership of securities of the Company constituting fifty
percent (50%) or more of the combined voting power of the securities of the
Company, (2) any Person shall acquire all or substantially all of the assets of
the Company pursuant to a sale, dissolution or liquidations or (3) any Person
shall acquire the ability to appoint or elect a majority of the members of the
Board.  For purposes of the preceding
sentence, “Person” shall have the meaning given in Section 3(a)(9) of the
Securities Exchange Act of 1934, as amended from time to time, as such term is
modified and used in Sections 13(d) and 14(d) thereof, except that such term
shall not include (i) Holdings, Thomas H. Lee Partners or Thomas H.
Lee Equity Fund IV, L.P., Evercore Capital Partners L.P. and each of their
respective affiliates (the “Designated Investors”), (ii) a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or
any of its affiliates, (iii) an underwriter temporarily holding securities
pursuant to an offering of such securities and (iv) a corporation owned,
directly or indirectly, by the Designated Investors, such that the aggregate
ownership of securities or assets of the Company or the ability to appoint or
elect directors of the Company that is attributable to such Designated
Investors would not decrease to a level that would result in a Change in Control,
if such ownership or ability was deemed to be held directly in the
Company.  The completion of an initial
public offering in which no Person acquires beneficial ownership of fifty
percent (50%) or more of the combined voting power of the securities of such
Person shall not constitute a Change in Control, nor shall the acquisition of
beneficial ownership of securities of the Company by a Person which has a class
of securities registered under Section 12 of the Securities Exchange Act of
1934, as amended, if such acquisition does not result in the Designated
Investors owning thirty percent


 

















 


(30%) or less
of the combined voting power of the securities of the Company.  Notwithstanding the foregoing, other than
for purposes of the existence of Deemed Good Reason (as defined in Section
4(c)(i)), a Change in Control shall be deemed to have occurred on the date when
the Designated Investors together with the senior management of the Company (as
determined by the Designated Investors) cease to beneficially own at least
thirty percent (30%) or more of the combined voting power of the securities of
the Company (a “Limited Change in Control”).


 


(iii)                               For
purposes of this Agreement, the Appointment shall be deemed to have been
terminated within the thirteen month period following a Change in Control and
during the Term by Vertis Digital without Cause (and shall be governed by this
Section 5(d)), if the Executive’s employment is terminated by Vertis Digital
without Cause either (i) during the 120 day period prior to the execution of an
agreement, the consummation of which would result in a Change in Control or
(ii) following the execution of an agreement, the consummation of which would
result in a Change in Control and such termination is effective at the time, or
during the pendency, of such Change in Control (in either case whether or not
such Change in Control actually occurs).


 


(e)                                  PRO-RATA
BONUS PAYMENTS.  Except as set forth in
the following sentence, for purposes of this Section 5 and Section 1(c), bonus
amounts shall only be considered to be earned if the Executive was employed by
Vertis Digital through the last day of the performance period to which the
bonus relates.  In case of a termination
described in Section 5(a), 5(b) or 5(d) or Section 1(c), in addition to the
payments provided in such Section, the Executive shall be considered to have
earned an annual bonus (the “Pro-rata Bonus”)
equal to the bonus (if any) the Executive would have received (as determined
consistent with the provisions set forth below) had the Executive remained
employed by Vertis Digital through the last day of the financial year during
which the Date of Termination occurs, multiplied by a fraction, the numerator
of which is the number of days in such financial year during which the Executive
was employed by Vertis Digital and the denominator of which is 365.  The Pro-rata Bonus for purposes of a
termination described in Section 5(d), shall be determined, as near as
practicable, based on actual performance achieved for the financial year through
the Date of Termination, expressed as a percentage of targeted performance for
that period.  For purposes of a
termination described in Section 5(a) or 5(b) or Section 1(c), such Pro-rata
Bonus payment shall be based on the actual results for the completed financial
year during which the Date of Termination occurs.  In the event of a termination described in Section 5(a), 5(b) or
5(d) or Section 1(c), the payment of any amount of Pro-rata Bonus which becomes
due in accordance with this Section 5(e) shall be made at the time Vertis
Digital normally pays such bonuses to its senior executives, irrespective of
whether any such bonuses are paid to other senior executives for such financial
year, and will be subject to the terms and conditions of the applicable annual
cash incentive compensation plan but without giving effect to any requirement
therein that the Executive remain employed with Vertis Digital through the
payment date or the last day of the applicable financial year in order to
receive payment thereunder.  Exhibit A
hereto sets forth examples of the calculation of the Pro-rata Bonus.


 

















 


(f)                                    OUTPLACEMENT
SERVICES.  If the Executive’s employment
is terminated under the circumstances described in Section 5(a) or 5(d) or
Section 1(c), Vertis Digital shall pay the cost of providing the Executive with
outplacement services, up to a maximum of five percent (5%) of the sum of the
Annual Basic Salary and the Applicable Bonus Amount, provided that such
services are (a) utilized by the Executive within six months following the Date
of Termination (or date of commencement of the Garden Leave Period if
appropriate) and (b) provided by a recognized outplacement provider.  Such payment shall be made by Vertis Digital
directly to the service provider promptly following the provision of such
services and the presentation to Vertis Digital of documentation of the
provision of such services.  Such
services shall include office facilities and telephone answering services during
such six month period.


 


(g)                                 ACCRUED
BENEFITS.  Upon the termination of the
Appointment for any reason, in addition to any other amounts and benefits
provided for in Section 5, the Executive (and his beneficiaries and dependents,
as applicable) shall be entitled to receive all vested benefits under Vertis
Digital’s benefit plans policies and programs in which the Executive
participated, in accordance with the terms of such plans (except to the extent
that such benefits are duplicative of benefits provided for in Section 5).


 


6.                                       CONFIDENTIALITY;
COMPETITION; SOLICITATION; INTELLECTUAL PROPERTY; RETURN OF PROPERTY.


 


(a)                                  Without
prejudice to his common law duties, the Executive shall not (save in the proper
course of his duties, as required by law or as authorised by Vertis Digital or
the Company) use or communicate to any person (and shall use his best
endeavours to prevent the use or communication of) any trade or business
secrets or confidential information of or relating to any Group Company
(including but not limited to details of actual or potential customers,
consultants, suppliers, designs, products, product applications, trade
arrangements, terms of business, operating systems, business strategies,
manufacturing processes, pricing and fee arrangements and structures and
financial information, inventions, research and development activities) which
he creates, develops, receives or obtains while in the service of Vertis
Digital or any Group Company.  This
restriction shall continue to apply after the termination of the Appointment
howsoever arising without limit in time and shall include information in the
public domain for so long as the Executive is in a position to use such
information more readily than others who have not worked for any Group Company.


 


(b)                                 By
signing this Agreement the Executive consents:


 


(i)                                     to
Vertis Digital holding and processing any information about him which he may
provide to Vertis Digital and the Company which they may acquire as a result of
his employment providing such use is in accordance with the Data Protection Act
1998;


 

















 


(ii)                                  to
Vertis Digital holding and processing any “sensitive personal data” (as defined
in the Data Protection Act 1998) relating to him (including, for example,
information relating to his health or racial or ethnic origin); and


 


(iii)                               to
the transfer of all or any part of the information that Vertis Digital holds
relating to him outside the European Economic Area.


 


(c)                                  For
the purposes of Section 6(d) to (f) “Intellectual
Property Rights” means patents, trade marks and service marks,
rights in designs, trade or business names, data base rights, copyrights
(including rights in computer software) (whether or not registered and
including applications for (and the right to apply for) registration of any
such thing) and all rights or forms of protection of a similar nature or having
equivalent or similar effect to any of these which may subsist anywhere in the
world for the full period thereof and all extensions or renewals thereof.


 


(d)                                 The
Executive acknowledges that because of the nature of his duties and the
particular responsibilities arising as a result of such duties which he owes to
Vertis Digital and the Group Companies he has a special obligation to further
the interests of Vertis Digital and the Group Companies.  In particular the Executive’s duties will
include reviewing the products and services of Vertis Digital and Group
Companies with a view to identifying and implementing potential improvements.


 


(e)                                  The
Executive shall promptly disclose to Vertis Digital any idea, invention or work
which is relevant to (or capable of use in) the business of any Group Company
made by him in the course of his employment (whether or not in the course of
his duties).  The Executive acknowledges
that all Intellectual Property Rights subsisting (or which may in the future
subsist) in any such ideas, inventions or works will, on creation, vest in and
be the exclusive property of Vertis Digital and if they do not do so he shall
assign them to Vertis Digital (upon such company’s request and at their cost).  The Executive hereby irrevocably waives any
“Moral Rights” which he may have in any such ideas, inventions or works under
chapter IV of part I of the Copyright, Designs and Patents Act 1988.


 


(f)                                    The
Executive hereby irrevocably appoints Vertis Digital to be his attorney in his
name and on his behalf to execute and do any such instrument or thing and
generally to use his name for the purpose of giving to Vertis Digital or its
nominee the full benefit of this clause and acknowledges in favour of any third
party that a certificate in writing signed by any director or secretary of
Vertis Digital that any instrument or act falls within the authority hereby
conferred shall be conclusive evidence that such is the case.


 


(g)                                 The
Executive covenants to Vertis Digital (for itself and as trustee for each Group
Company) that he shall not during the Appointment and for the following periods
(less any period or periods spent on Garden Leave immediately prior to the Date
of Termination) after the Date of Termination howsoever arising save with the
prior written consent of the Board directly or indirectly, either alone or
jointly with or on behalf of


 

















 


any third party and whether on
his own account or as principal, partner, shareholder, director, employee,
consultant or in any other capacity whatsoever:


 


(i)                                     for
nine months following Date of Termination in the Relevant Territory and in
competition with Vertis Digital, or any Relevant Group Company engage, assist
or be interested in any undertaking which provides Services.  Nothing herein will prohibit the Executive
from acquiring or holding not more than one per cent. of any class of publicly
traded securities of any business;


 


(ii)                                  for
twelve months following the Date of Termination solicit the employment or
engagement of any Key Employee in a business which is in competition with
Vertis Digital, or any Relevant Group Company (whether or not such person would
breach their contract of employment or engagement by reason of leaving the
service of the business in which they work).


 


(h)                                 Each
of the obligations in Section 6(g) to (j) is an entire, separate and
independent restriction on the Executive, despite the fact that they may be
contained in the same phrase and if any part is found to be invalid or
unenforceable the remainder will remain valid and enforceable.


 


(i)                                     While
the restrictions are considered by the parties to be fair and reasonable in the
circumstances, it is agreed that if any of them should be judged to be void or
ineffective for any reason, but would be treated as valid and effective if part
of the wording was deleted or the period or area was reduced in scope, they
shall apply with such modifications as necessary to make them valid and
effective.  The Executive will (at the request
of the Board) enter into a direct agreement with any Group Company under which
he will accept restrictions corresponding to the restrictions contained in
Sections 6(g) (or such as will be appropriate in the circumstances) in relation
to such Group Companies.


 


(j)                                     For
the purposes of this Section:


 


(i)                                     “Key Employee” means any person who
immediately prior to the Date of Termination was a senior employee or
consultant of Vertis Digital or any Relevant Group Company with whom the
Executive worked closely at any time during the period of 12 months prior to
the Date of Termination;


 


(ii)                                  “Relevant Group Company” means any Group
Company (and, if applicable, their predecessors in business) for which the
Executive performed services to a material degree or in which he held office at
any time during the 12 months prior to the Date of Termination;


 


(iii)                               “Relevant Territory” means the area
constituting the market of Vertis Digital and any Relevant Group Company for
Services in the period of 12 months prior to Termination and with which area
the Executive was materially concerned at any time during the said period of 12
months;


 

















 


(iv)                              “Services” means services which are
competitive with those supplied by Vertis Digital, or any Relevant Group
Company in the 12 months prior to the Date of Termination and with the supply
of which the Executive was materially concerned at any time during the said
period of 12 months.


 


(k)                                  Immediately
upon any termination of employment with Vertis Digital Services, the Executive
shall promptly deliver to Vertis Digital or the Company all equipment,
notebooks, documents, memoranda, reports, files, samples, books,
correspondence, mailing lists, calendars, card files, rolodexes and all other
records or materials relating to any Group Company’s business which are or have
been in the possession or control of the Executive.  The Executive shall not maintain any copy or other reproduction
whatsoever of any of the items described in this Section 6(k) after the
termination of such employment.


 


7.                                       INDEMNIFICATION.  Subject to Vertis Digital’s Memorandum of
Association or Articles of Association, Vertis Digital will indemnify the
Executive and hold him harmless to the fullest extent permitted by Section 310
of the Companies Act 1985 with respect to his service as an officer and director
of Vertis Digital, which indemnification shall be provided following
termination of employment for so long as the Executive may have liability with
respect to his service as an officer and director of Vertis Digital and any
Group Companies.  The Executive will be
covered by a directors’ and officers’ insurance policy with respect to his acts
as an officer and director to the same extent as all other officers and
directors of Group Companies under such policies.


 


8.                                       DISPUTE
RESOLUTION; ATTORNEYS’ FEES.  Other than
with respect to Vertis Digital’s right to obtain injunctive relief under
Section 6 (which shall not be subject to the provisions of this Section 8), all
disputes arising under or related to the employment of the Executive or the
provisions of this Agreement shall be settled by arbitration, such arbitration
to be held in London (or such other place as is mutually agreed by the
parties), as the sole and exclusive remedy of either party.  The arbitration shall be heard by one
arbitrator mutually agreed upon by the parties, who must be a former judge or
lawyer.  In the event that the parties
cannot agree upon the selection of the arbitrator within 10 days, each party
shall select one arbitrator and those arbitrators shall select a third
arbitrator who will serve as the sole arbitrator.  The arbitrator shall have the authority to order expedited
discovery, hearing and decision, including the ability to set outside time
limits for such discovery, hearing and decision.  The parties shall direct the arbitrator to render a decision not
later than 90 days following the arbitration hearing.  Judgment on any arbitration award may be entered in any court of
competent jurisdiction.  Vertis Digital
shall pay all reasonable legal fees and expenses incurred by the Executive in
connection with any such arbitration or other legal proceeding which occurs on
or following a Change in Control.


 


9.                                       SUCCESSORS.


 


(a)                                  This
Agreement is personal to the Executive and without the prior written consent of
all parties the Executive’s rights under the Agreement shall not be assignable


 

















 


(except by will or the laws of
descent and distribution).  This
Agreement shall inure to the benefit of and be enforceable by the Executive’s
legal representatives.


 


(b)                                 This
Agreement shall inure to the benefit of and be binding upon the Company and its
successors and assigns.


 


(c)                                  Vertis
Digital shall 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 Vertis Digital expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that Vertis Digital would
have been required to perform it if no such succession had taken place.  As used in this Agreement, Vertis Digital
shall also mean any successor.


 


10.                                 MISCELLANEOUS.


 


(a)                                  There
are no disciplinary rules that apply to the Executive and if he is dissatisfied
with any disciplinary decision he should apply orally or in writing to the
Board or the CEO of Holdings.  Any
grievance relating to the Executive’s employment should be addressed (either
orally or in writing) to the Board.  If
it is still unresolved after ten days the Executive may refer the grievance to
the CEO of Holdings.  This grievance
procedure does not form part of the Executive’s contract of employment.  Vertis Digital may at any time and upon
notice from the Board suspend the Executive for a period of up to four weeks
for the purposes of investigating any allegation of misconduct or neglect
against him and during this period he will continue to receive his salary and
all contractual benefits but will not (except with the prior written approval
of the Board) attend any premises of or contact any employee (other than any
director) or customer of Vertis Digital or any Group Company.


 


(b)                                 This
Agreement shall be governed by, and construed in accordance with, English
law.  The headings of this Agreement are
not part of the provisions hereof and shall have no force or effect.  This Agreement may not be amended or
modified except by a written agreement executed by the parties hereto or their
respective successors and legal representatives.


 


(c)                                  All
notices and other communications under this Agreement shall be in writing and
shall be given by hand delivery to the other party, by overnight courier or by
certified mail, return receipt requested, postage prepaid, addressed as
follows:


 


If to the Executive:


 


Adriaan Roosen


Flat 20 City Reach


22 Dingley Road


London ECIV 8BW


 


If to the Company:


Vertis Inc.


 

















 


250 W. Pratt Street, 18th Floor


Baltimore, Maryland 21201


Attention: General Counsel


 


with a copy to:


 


Thomas H. Lee Partners


75 State Street


Suite 2600


Boston, Massachusetts 02109


Attention: 
Anthony J. DiNovi


Scott M. Sperling


Soren Oberg


Fax: (617) 227-3514


 


or to such other address as
either party furnishes to the other in writing in accordance with this Section
10(c).


 


(d)                                 Notwithstanding
any other provision of this Agreement, Vertis Digital may withhold from amounts
payable under this Agreement all statutory deductions that are required to be
withheld by applicable laws or regulations.


 


(e)                                  The
Executive’s or Vertis Digital’s delay or failure to insist upon strict
compliance with any provisions of, or to assert any right under, this Agreement
shall not be deemed to be a waiver of such provision or right or of any other
provision of or right under this Agreement.


 


(f)                                    Each
party acknowledges and agrees with the other party that:


 


(i)                                     this
agreement constitutes the entire and only agreement between the Executive and
any Group Company relating to his employment with Vertis Digital;


 


(ii)                                  neither
he nor Vertis Digital nor any Group Company has been induced to enter into this
Agreement in reliance upon, nor has any such party been given, any warranty,
representation, statement, assurance, covenant, agreement, undertaking,
indemnity or commitment of any nature whatsoever other than as are expressly
set out in this Agreement and, to the extent that any of them has been, it (in
the case of Vertis Digital, acting on behalf of all Group Companies) and he
unconditionally and irrevocably waives any claims, rights or remedies which any
of them might otherwise have had in relation thereto;


 


provided that
the provisions of this Section 10(f) shall not exclude any liability which any
of the parties or, where appropriate, the Group Companies would otherwise have
to any other party or, where appropriate, to the Group Companies or any right
which any of them may have in respect of any statements made fraudulently by
any of them


 

















 


prior to the execution of this
Agreement or any rights which any of them may have in respect of fraudulent
concealment by any of them.


 


(g)                                 This
Agreement shall terminate upon the termination of the Executive’s employment
(howsoever occasioned), except for the provisions of Sections 5, 6, 7 and 8
which the parties agree shall survive such termination.  Upon the termination of the Executive’s
employment, Executive consents to the notification by Vertis Digital to the
Executive’s new employer of Executive’s obligations under this Agreement.


 


(h)                                 The
Executive is not required to seek other employment or to attempt in any way to
mitigate or reduce any amounts payable to the Executive by Vertis Digital
pursuant to Section 5 hereof.  Except
with respect to alternative medical, dental, prescription and vision care
insurance obtained from a subsequent employer, the amount of any payment or
benefit provided for in this Agreement shall not be reduced by any compensation
earned by the Executive as the result of employment by another employer, by
retirement benefits, by offset against any amount claimed to be owed by the
Executive to Vertis Digital, or otherwise.


 


(i)                                     This
Agreement may be executed in several counterparts, each of which shall be
deemed an original and which together shall constitute but one and the same
instrument.


 


(j)                                     The
Contracts (Rights of Third Parties) Act 1999 shall not apply to this
agreement.  No person other than the
parties to this agreement shall have any rights under it and it will not be enforceable
by any person other than the parties to it.


 


IN WITNESS
WHEREOF, this Agreement has been executed as a deed and delivered on the day
and year first above written.


 


 


	 
	
   

  	
  Signed as a
  deed by Donald E. Roland, Director

  	 

	 
	
   

  	
   

  	 

	 
	
   

  	
  For and on
  behalf of

  	 

	 
	
   

  	
  VERTIS
  DIGITAL SERVICES LIMITED

  	 

	 
	
   

  	
   

  	 

	 
	
   

  	
   

  	 

	 
	
   

  	
  /s/ Donald
  E. Roland

  	
   

  	 

	 
	
   

  	
  Signed as a
  Deed by

  	 

	 
	
   

  	
  Adriaan
  Roosen in the presence of:

  	 

	 
	
   

  	
   

  	 

	 
	
   

  	
  Witness
  signature:

  	
  /s/ C. J.
  Tomlinson

  	 

	 
	
   

  	
   

  	 

	 
	
   

  	
  Witness
  name:

  	
  C. J.
  Tomlinson

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
   

  	
  Witness
  address:

  	
  112 Phyllis
  Avenue

  	 

	 
	
   

  	
   

  	
  Motopor Park
  Surrey

  	 

	 
	
   

  	
   

  	
  KT36JZ

  	 

	 
	
   

  	
   

  	
   

  	 

	
   

  	
  Witness
  occupation:

  	
  Receptionist

  
							



 

















 


EXHIBIT A


 


Solely for
purposes of illustration and clarification of the provisions of Section 5, and
not in limitation thereof, the following examples are provided.  The bonus formula under the annual cash
incentive compensation plan in effect for the financial year in the examples
below is 75% of Base Salary payable upon 100% achievement of targeted
performance for the financial year; the Company’s bonus plan for the year sets
forth that reduced amounts are payable for achievement between 90% and 99% of
targeted performance (for each 1% above 90%, the Executive would earn 10% of
targeted bonus, until 100% achievement yields 100% payout of targeted bonus)
but no bonus is payable for achievement at or below 90%.


 


Example
1:  Assume that (A) actual performance
against interim quarterly targeted performance through June 30th is
100%; (B) actual performance against targeted performance through December 31st
is 85%; (C) Executive’s employment is terminated under circumstances described
in Section 5(d) on July 1st; and (D) Executive’s Base Salary on the
Date of Termination is $100,000.  The
Pro-rata Bonus payable to Executive is $37,500 determined as follows:


 


Pro-rata Bonus
= (182 days employed through Date of Termination ) 365) x 100% achievement x
(75% x $100,000 Base Salary)


 


Example
2:  Assume the same facts as Example 1,
except that Executive’s employment is terminated under circumstances described
in Section 5(a) or 5(b).  The Pro-rata
Bonus payable to Executive is zero because actual performance for the completed
financial year in which the Date of Termination occurs is below the 91% minimum
threshold required for a payout under the plan.


 


Example
3:  Assume the same facts as Example 2,
except that the actual performance against targeted performance through
December 31st is 95%.  The
Pro-rata Bonus payable to Executive is $18,750 determined as follows:


 


Pro-rata Bonus
= (182 days employed through Date of Termination ) 365) x 50% x (75% x $100,000
Base Salary)