Exhibit 10.47


 


vertis


 


	
  To:

  	
   

  	
  Tom Zimmer

  
	
  From:

  	
   

  	
  Herb Moloney

  
	
  Date:

  	
   

  	
  August 15,
  2003

  
	
  Re:

  	
   

  	
  Memo of
  Understanding

  



 


 


I am pleased
to confirm your new position as Group President – Vertis North America
West.  In this role you will work
closely with me, Dave Colatriano, and all of our senior management, as together
we take Vertis to the next step of its evolution into a single, integrated
company with unprecedented targeted advertising and marketing capabilities.


 


You have been
selected for this important role because of your outstanding record of success
in leading our RNS West business unit, and your commitment to the Vision we
share for the future of Vertis.


 


Salient points
about your new position:


 


1.               Effective August 17, 2003, your title
will be Group President – Vertis North America West.


 


2.               You will continue to report directly to
me.


 


3.               You will be responsible for managing and
delivering the results for Vertis sales and operations for the western half of
North America.  Among your
responsibilities will be strategy, planning, execution, organizational
effectiveness, budgeting, forecasting and ensuring that the Vertis Values are
maintained.


 


4.               Your new annual salary will be
$390,500.  Your executive incentive plan
payout at target will remain at 60% and will continue to be subject to the
terms of the Executive Incentive Plan for the Company.  Your monthly auto allowance will remain at
$990.  This is a total potential annual
W2 compensation package of $636,600 at target, with a maximum potential of
$870,900 under the current terms of the Executive Incentive Plan.


 


5.               Your performance and salary will be
reviewed in one year.


 


6.               You will continue to receive four (4)
weeks of executive leave per year under the executive leave policy.  During your employment with the Company, you
will be eligible to participate in the retirement, welfare benefit, and fringe
benefit plans, practices, policies and programs of the Company (including any
medical, prescription, dental, disability, life


 


	
   

  	
  [VERTIS LOGO]

  
	
   

  	
   

  



 

















 


insurance,
accidental death and travel accident insurance plans, the Supplemental
Executive Retirement Plan and Deferred Compensation Plan, all as maintained by
the Company) to the same extent, and subject to substantially the same terms
and conditions, as these arrangements are made available generally to officers
of the Company similarly situated.


 


7.               If the Company (i) terminates your
employment for any reason other than for Cause, Disability or death, or (ii)
requires that you be based at a location which is more than fifty (50) miles
from the office at which you are based at the time you are notified of the
requirement to relocate, then you will receive severance pay, in the form of
payroll continuation of your annual base salary as of your Separation Date, for
a period of twelve (12) months, less all legally required deductions.  If you remain unemployed following the
aforementioned payments, you will be eligible for a continuation of the
severance pay, less all legally required deductions, for up to six (6) additional
months for each month in which you remain unemployed.


 


8.               The Company has the right to terminate
your employment due to your Disability, and your employment will terminate
automatically upon your death.  If your
employment is terminated by the Company due to your Disability, or if your
employment is terminated automatically upon your death then, the Company will
pay you (or your estate, as applicable) any portion of your annual base salary
earned through the Date of Separation that has not been paid and earned annual
bonuses for completed fiscal years prior to the Date of Separation.  “Disability” means that (1) you are
permanently disabled within the meaning of the long-term disability plan of the
Company in which you participate or (2) if there is no such plan in effect,
that (i) you have been absent from the full-time performance of your duties
with the Company for a period of 120 days, (ii) the Company will have given you
a notice of termination for Disability, and (iii) within 30 days after such
notice of termination is given, you will not have returned to the full-time
performance of your duties.  The
effective date of any such termination for Disability will be (A) in the case
of a termination under clause (1), the date on which you are determined to be
disabled for purposes of such plan or, (B) in the case of a termination under
clause (2), the date which is 30 days following the notice of termination for
Disability (either such date, the “Disability Effective Time”).


 


9.               If your employment is terminated under
Paragraphs 7 or 8, then in addition to the payments described in those
paragraphs, you will receive the following:


 


2

















 


a.               The
Company will also provide to you (and, as applicable, your eligible
dependents), continued coverage through COBRA in the Company’s medical, dental,
prescription and vision care plans for up to eighteen (18) months.  During that eighteen (18) month period, the
Company will be responsible for paying the employer and employee portions of
the COBRA premiums for the first six (6) months of COBRA coverage.  After that six-month period, you will solely
be responsible for the payment of any COBRA premiums if you elect to continue
COBRA coverage.


 


b.              The
Company will treat you as if you have earned an annual bonus (the “Pro-rata
Bonus”) equal to the bonus (if any) you would have received (as determined
consistent with the provisions set forth below) had you remained employed by
the Company through the last day of the fiscal year during which the Date of
Separation occurs, multiplied by a fraction, the numerator of which is the
number of days in such fiscal year during which you were employed by the
Company and the denominator of which is 365. 
The Pro-rata Bonus payment shall be based on the actual results for the
completed fiscal year during which the Date of Separation occurs, shall be made
at the time the Company normally pays such bonuses to its senior executives,
and will be subject to the terms and conditions of the applicable Executive
Incentive Plan but without giving effect to any requirement therein that you
remain employed with the Company through the payment date or the last day of
the applicable fiscal year in order to receive payment.


 


c.               The
Company will pay the cost of providing you with outplacement services, up to a
maximum of five percent (5%) of the sum of your annual base salary plus bonus
under the Executive Incentive Plan, provided that such services are (a)
utilized by you within the earlier of (i) your employment with a new employer
or (ii) six (6) months following the Date of Separation and (b) provided by a
recognized outplacement provider.  Such
payment shall be made by the Company directly to the service provider promptly
following the provision of such services and the presentation to the Company of
documentation of the provision of such services.  Such services shall include office facilities and telephone
answering services.


 


10.         If your employment is terminated by the
Company for Cause or if you voluntarily terminate employment then, the Company
will pay you (or your estate, as applicable) any portion of your annual base
salary earned through the Date of Separation that has not been paid and earned
annual bonuses for completed fiscal years prior to the Date of Separation.


 


3

















 


“Cause” shall
mean (i) gross negligence or willful misconduct by you in connection with the
performance of your duties that is materially injurious to the Company,
monetarily or otherwise, (ii) the conviction of you by a court of competent
jurisdiction for felony criminal conduct or (iii) material violation by you of
the provisions of Paragraph 12.


 


11.         The “Date of Separation” means the date of
your death, the Disability Effective Time or the effective date on which you or
the Company terminate your employment.


 


12.         (a)                  You
shall hold in a fiduciary capacity for the benefit of the Company all secret or
confidential information, knowledge or data relating to the Company or any of
its predecessors or affiliated companies and their respective businesses that
you obtain or have obtained during your employment by the Company or any of its
predecessors or affiliated companies and that is not public knowledge (other
than as a result of the your violation of your obligations to the Company,
including those set forth in this Memorandum of Understanding) (“Confidential
Information”).  You will not use,
disclose, communicate, divulge or disseminate Confidential Information at any
time during or after your employment with the Company, except with the prior
written consent of the Company or as otherwise required by law or legal process
(of which you have delivered to the Company prompt prior notice and allowed the
Company an opportunity to defend).


 


(b)                 During
your employment with the Company and for a period of eighteen (18) months after
the Date of Separation, you will not, without the prior written consent of the
Company’s Board of Directors, directly or Indirectly solicit or attempt to
solicit any customers or suppliers (including prospective customers or
suppliers) of the Company or any of its subsidiaries or affiliates for the
purpose of providing or obtaining products or services competitive to those
offered by the Company or any of its affiliated entities or successors. This
restriction applies only to those customers (including prospective customers or
suppliers) with whom you had material contact on behalf of the Company or any
of its subsidiaries or affiliates within the 12-month period preceding the Date
of Separation.


 


(c)                  During
your employment with the Company and for a period of eighteen (18) months after
the Date of Separation, you will not, without the prior written consent of the
Company’s Board of Directors, directly or indirectly, hire any person who was
employed by the Company or any of its subsidiaries or affiliates within the
six-month period preceding the date of such hiring or solicit, entice, persuade
or induce any person or entity


 


4

















 


doing business
with the Company and its subsidiaries or affiliates, to terminate such
relationship or to refrain from extending or renewing the same.


 


(d)                 You
agree that the restrictions set forth in this Paragraph 12 are reasonable and
necessary to protect the legal interests of the Company.  You further agree that the Company will be
entitled to injunctive relief in the event of any actual or threatened breach
of the restrictions and shall not be required to post bond or prove actual
damages.  If the scope or content of any
restriction contained in this Memorandum of Understanding is too broad to
permit enforcement of such restriction to its full extent, then the restriction
shall be enforced to the maximum extent permitted by law, and the parties consent
that the scope or restriction shall be judicially modified accordingly in any
proceeding brought with respect to the enforcement of the restriction.


 


13.         Other than with respect to the Company’s right
to obtain injunctive relief under Paragraph 12 (which shall not be subject to
the provisions of this Paragraph 13), the parties agree that all disputes
arising under or related to your employment or the provisions of this
Memorandum of Understanding will be brought first to confidential, non-binding mediation
in California.


 


14.         This Memorandum of Understanding is personal
to you and without the prior written consent of the Company your rights under
this Memorandum of Understanding are not assignable (except by will or the laws
of descent and distribution).  This
Memorandum of Understanding will inure to the benefit of and be enforceable by
your legal representative and will be binding upon the Company and its
successors and assigns.


 


15.         This Memorandum of Understanding shall be
governed by, and construed in accordance with, the laws of the State of
California, without reference to principles of conflict of laws.  This Memorandum of Understanding may not be
amended or modified except by a written agreement executed by the parties or
their respective successors and legal representatives.


 


16.         Neither party’s failure to insist upon strict
compliance with any provisions of, or to assert any right under, this
Memorandum of Understanding shall not be deemed to be a waiver of such
provision or right or of any other provision of or right under this Memorandum
of Understanding.  This Memorandum of
Understanding shall constitute the entire understanding of the parties with
respect to subject matter herein and supercedes any


 


5

















 


other
agreement or other understanding, whether oral or written, express or implied,
between them including, without limitation, the Executive Change in Control
Severance Agreement between you and Treasure Chest Advertising Company, Inc.
dated November 20, 1995 and the Key Employee Agreement between you and Treasure
Chest Advertising Company, Inc. dated June 19, 1997.  This Memorandum of Understanding shall terminate upon the
termination of your employment, except that terms of this Memorandum of
Understanding which must survive the termination of this Memorandum of
Understanding in order to be effectuated (including, without limitation, the
provisions of Paragraphs 7, 8, 9, 10, 12, 13 and 16) shall survive.  Upon the termination of your employment, you
consent to the notification by the Company to your new employer of your
obligations under this Memorandum of Understanding.


 


Tom, I believe
we have an incredible opportunity to take Vertis to the next level to build a
stronger company, built to last, that provides security and growth for our
people, financial reward for our investors, and unprecedented service to our
customers.  I am pleased and proud to
work with you in this exciting evolution of our company!


 


 


	
  Accepted and
  Agreed to By:

  	
   

  
	
   

  	
   

  
	
  Vertis, Inc.

  	
  Thomas
  Zimmer

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Herbert
  W. Moloney, III

  	
   

  	
  /s/ Thomas
  Zimmer

  	
   

  
	
   

  	
   

  
	
  Printed
  Name:

  	
  Herbert W.
  Moloney, III

  	
   

  	
  Date:

  	
  8/15/03

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  COO

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  8/15/03

  	
   

  	
   

  
							



 


6