Exhibit
10.4


	
  

  	
  

  	
  Mike DuBose

  	
  www.vertisinc.com

  
	
  TURN TO US

  	
  Chairman & Chief Executive Officer

  	
   

  
	
   

  	
  250 West Pratt Street Suite 1800 Baltimore, MD 21201

  
	
   

  	
   

  	
  D: 410.361.8367 F: 410.528.9287

  	
   

  
	
   

  	
   

  	
  mdubose@vertisinc.com

  	
   

  
					



 


May 21, 2007


VIA HAND DELIVERY


Steve Tremblay


 


Dear
Steve:


This letter (“Letter
Agreement”) confirms our agreement concerning your resignation as Chief
Financial Officer of Vertis Holdings, Inc., Vertis, Inc. and their subsidiaries
and affiliates (collectively “Vertis”) effective May 21, 2007, and the special
benefits that are being offered to you in order to ensure a smooth transition.
Although you are resigning your role as Chief Financial Officer with Vertis,
Vertis has asked you to stay as Senior Vice President Corporate Development
through at least June 30, 2007, and will thereafter provide to you severance
benefits set forth herein, as well as other valuable consideration set forth
below. You agree that the memorandum of July 1, 2005 from Mr. Durbin is null
and void in exchange for the consideration set forth herein.


1.                                      Resignation and Termination
of Employment.


(a)    Effective
May 21, 2007, you hereby resign your position as Chief Financial Officer of Vertis,
as well as your position on any Board of Directors or as an Officer of any
Vertis companies. Your at will employment with Vertis will continue, in the
capacity of Senior Vice President Corporate Development through at least June
30, 2007 and as long as December 31, 2007 or such other mutually agreeable
extension date (the “Date of Termination”), at which time your employment will
terminate. Through the Date of Termination, you will continue to receive your
current base salary, less applicable withholding taxes and lawful deductions
and you shall continue to be eligible to participate in all Vertis retirement,
health and welfare benefit plans, including any automobile allowance, medical,
prescription, dental, disability, life insurance, accidental death and travel
accident insurance plans and programs maintained by Vertis.


(b)    You
may terminate your employment at any time by notifying me. However, in order to
be eligible to receive the consideration set forth herein you may not terminate
your employment prior to June 30, 2007. Given your at will status, Vertis may
terminate your employment prior to June 30, 2007, prior to December 31, 2007 or
any subsequent mutually agreeable extension; however, as long as you have
honored your obligations set forth herein you shall be entitled to the
consideration set forth below.


(c)    In
the event you complete your obligations set forth herein and terminate your
employment on or after June 30, 2007 Vertis agrees to pay you eighteen months
of severance at your current rate of pay minus all applicable and legally
required deductions. For purposes of


	
  

  	
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clarification only, current rate of pay does not
include auto allowance. Vertis will pay you said severance payments ratably
over the eighteen (18) month period following the Date of Termination, in
accordance with the Company’s normal payroll practices. Further and subject to
the same conditions precedent, Vertis agrees to pay you a pro rata portion of
your bonus under the Vertis Management Incentive Compensation Plan (“MICP”),
subject to all of its terms and conditions, including without limitation,
payment on the same date as other executives. The pro rata portion shall be
calculated as the amount you would have been eligible for had you stayed
employed under the MICP multiplied by a fraction the numerator of which is the
number of months you are employed in 2007 and the denominator of which is
twelve.


(d)    409A
SAFE HARBOR. Notwithstanding anything in this Letter Agreement to the contrary,
in no event shall Vertis commence payment or distribution to you of any amount
that constitutes nonqualified deferred compensation within the meaning of
Section 409A of the Code, earlier than the earliest permissible date under
Section 409A of the Code that such amount could be paid without additional
taxes or interest being imposed upon you under Section 409A of the Code. If any
payments are delayed pursuant to the immediately preceding sentence, Vertis
shall accrue such payments and pay them without interest, in a lump sum cash
payment, to you on the first business day upon which the payment may be made in
compliance with Section 409A of the Code. Vertis and you agree that you will
each execute any and all amendments to this Agreement as each mutually agree in
good faith may be necessary to ensure compliance with the distribution
provisions of Section 409A of the Code.


(e)    Further,
in the event you complete your obligations set forth herein and terminate your
employment on or after June 30, 2007 Vertis agrees to pay for out placement for
you not to exceed a total cost of $20,000 and to be completed within six months
of your Date of Termination.


2.                                      Transition Period. Until the Date of Termination, you agree to
assist Barry Kohn as reasonably requested in his new role as Chief Financial
Officer and to make yourself available to respond to business-related inquiries
from Vertis’s officers, directors and/or shareholders. Specifically you agree that
in this transition to maintain a positive attitude in all communications with
Mr. Kohn and Vertis’ officers, directors and/or employees and other
stakeholders such as investors. Vertis agrees that at all times it, its
officers, directors, and employees will maintain a similar attitude and treat
you in a dignified manner. In your role as Senior Vice President of Corporate
Development you will complete analyses on acquisitions and divestures as
assigned by me, facilitate due diligence and strategy of any acquisitions and
divestures as assigned by me, work with the executive team on any such
acquisitions or divestures including integration post closing, introduce and
transition investor relationships from yourself to Mr. Kohn, transition the
treasury function to Mr. Kohn or such other person that the Board appoints, and
other special projects that I assign to you. You will report to me.


3.                                      Equity Interests. You are a party to certain Restricted Stock
Agreements (collectively the “Restricted Stock Agreements”), under which you
are the beneficial owner of an equity stake in Vertis. The Restricted Stock
Agreements shall continue to govern your beneficial ownership in Vertis and you
acknowledge that upon the Date of Termination you will terminate


	
  

  	
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your
beneficial ownership and forfeit the unvested shares as provided for in the
Restricted Stock Agreement.


4.                                      Indemnification. Except to the extent inconsistent with Vertis’s
certificate of incorporation or bylaws, Vertis will indemnify you against any
claim arising out of your employment to the fullest extent permitted by law
with respect to your service as an employee, officer, and director of Vertis
and its subsidiaries, which indemnification shall be provided following your
termination of employment for so long as you may have liability with respect to
your service as an employee, officer or director of Vertis. You will be covered
by a directors’ and officers’ insurance policy with respect to your acts as an
officer and director while employed by Vertis to the same extent as all other
Vertis officers and directors under such policies.


5.                                      Releases and Covenants Not
to Sue.


(a)                                  In keeping with our intent to provide for an
amicable separation, for yourself and your heirs and personal representatives,
you hereby release and forever discharge Vertis, and its subsidiaries,
affiliates, successors, benefit plans, directors, officers and employees (the
“Vertis Released Parties”), from and against all liability, damages, actions
and claims of any kind whatsoever, known and unknown, that you now have or may
have had, or thereafter claim to have, on behalf of yourself or any other
person or entity, at any time, arising out of, or relating in any way to, any
acts or omissions done or occurring in whole or in part prior to and including
the date of this Letter Agreement, including, but not limited to, all such
matters arising out of, or related in any way to, your employment or termination
of employment with Vertis. You expressly acknowledge and agree that, to the
maximum extent permitted by law, this Release includes, but is not limited to,
your release of any tort and contract claims and any claims under Title VII of
the Civil Rights Act of 1964, as amended, the Americans With Disabilities Act,
the Employee Retirement Income Security Act, and all other federal, state and
local laws pertaining to employment and/or employment discrimination other than
the Age Discrimination and Employment Act. By signing this Letter Agreement,
you also expressly acknowledge and represent that you have suffered no injuries
or occupational diseases arising out of or in connection with your employment
with Vertis and have received all wages to which you were entitled as an
employee of Vertis.


(b)                                 You agree not to file, join in or prosecute
any lawsuits or arbitrations against Vertis or any of the other Vertis Released
Parties, concerning any matter, act, occurrence, or transaction which arose on
or before the date of this Letter Agreement. Although you are not precluded
from filing a charge with the EEOC or from participating in an EEOC
investigation or proceeding, you expressly waive your right to any monetary
recovery beyond the consideration herein or any other individual relief in
connection with any EEOC charge or other administrative action, to the maximum
extent permitted by law.


(c)                                  Prior to you receiving any payments under
this Letter Agreement which are payable after your termination of employment
with Vertis, Vertis may require you to execute an additional general release
covering the period of time through your last day of employment. The additional
general release will be in a form substantially similar to the form attached as
Appendix A.


	
  

  	
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(d)                                 Except as provided in Section 5(e) below,
Vertis hereby releases you, your heirs personal representatives and estate,
from and against all liability, damages, actions and claims of any kind
whatsoever, known and unknown, that Vertis now has or may have had or hereafter
claims to have had on behalf of Vertis or any other Person claiming through
Vertis at any time, arising out of or relating in any way to any acts or omissions
done or occurring in whole or in part prior to and including the date of this
Letter Agreement, including, but not limited to all such matters of, or related
in any way to Vertis’s employment of you (the “Vertis Release”).


(e)                                  Notwithstanding anything in this Letter
Agreement to the contrary, nothing in this Letter Agreement, including, without
limitation, the foregoing releases will relinquish, diminish, or in any way
affect (i) any rights or claims arising out of this Letter Agreement, including
any breach by Vertis or you, as applicable, of this Letter Agreement; (ii) any
right or claim you may have, if any, to indemnification under Vertis’s (or as
to any other entities for which you serve as a director or officer, such
entity’s) certificate of incorporation or bylaws; (iii) any rights you may have
as a holder of any equity interest in Vertis or any rights or claims you may
have, if any, under a Vertis benefit plan, program or policy, except to the
extent modified by this Letter Agreement; (iv) any right to reimbursement for
business expenses incurred during the course of your employment with Vertis and
in accordance with Vertis’s policies with respect to the reimbursement of
business expenses; (v) any right or claim you, Vertis or any other Vertis
Released Party may have to obtain contribution as permitted by applicable law
in an instance in which both you, on the one hand, and any of the Vertis or any
other Vertis Released Party, on the other hand, are held to be jointly liable;
(vi) any rights or claims that Vertis or any other Vertis Released Party may
have against you based on, or arising out of, any criminal conduct or
intentional misconduct that you may have engaged in or any act or omission with
respect to which Vertis would not have the power to indemnify you under the
provisions of Section 145 of the Delaware General Corporation Law regarding
indemnification of corporate officers and directors; or (vii) any rights or
claims that, as a matter of law, cannot be released or waived.


7.                                       Governing Law and Dispute
Resolution. This Agreement
shall be governed by, and construed in accordance with, the laws of the State
of Maryland, without reference to principles of conflict of laws. All disputes
arising under or related to your employment or the provisions of this Agreement
shall be settled by arbitration under the rules of the American Arbitration
Association then in effect, such arbitration to be held in Baltimore Maryland,
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. 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.


8.                                       Business Responsibility
Agreement.  You agree to
execute the Business Responsibility Agreement attached as Appendix B to this
Letter Agreement simultaneously with your execution of this Letter Agreement
and in further consideration of the benefits contained herein. Appendix 


	
  

  	
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B shall supersede any and all similar agreements
between you and Vertis, including without limitation, the April 28, 1997 Key
Employee Agreement and the August 8, 2005 Business Responsibility Agreement. To
the extent any terms in Appendix B conflict with this Letter Agreement
regarding matters, which are the subject of Appendix B, the terms of Appendix B
shall control. To the extent any terms in Appendix B conflict with this Letter
Agreement regarding matters in which are the subject of this Letter Agreement,
the terms of this Letter Agreement shall control. Once Appendix B is executed
it shall exist and survive independently of your performance under the Letter
Agreement.


9.                                      Successors.


(a)                                  This Letter Agreement is personal to you and
without the prior written consent of Vertis, your rights under this Letter
Agreement shall not be assignable (except by will or the laws of descent and
distribution).


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


(c)                                  Vertis 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 expressly to assume
and agree to perform this Letter Agreement in the same manner and to the same
extent that Vertis would have been required to perform it if no such succession
had taken place. As used in this Letter Agreement, the term “Vertis” shall mean
both Vertis as defined above and any such successor.


10.                               Miscellaneous.


(a)                                  This Letter Agreement incorporates by
specific reference the Restricted Stock Agreements, except where specifically
modified herein. Unless otherwise noted, this Letter Agreement supersedes any
and all other agreements or proposals, written or oral, made by Vertis or any
Released Party, or on their behalf to you, including but not limited to, the
July 1, 2005 memorandum from Mr. Durbin, the April 28, 1997 Key Employee
Agreement and the August 8, 2005 Business Responsibility Agreement. This Letter
Agreement and its two Appendices are the full and final understanding between
you and Vertis. You agree that there are no additional promises or terms among
you and Vertis other than those contained or referred to herein, and that this
Letter Agreement shall not be modified, waived or amended except by a written
agreement executed by the parties hereto or their respective successors and
legal representatives.


(b)                                 Notwithstanding any other provision of this
Letter Agreement, Vertis may withhold from amounts payable under this Letter
Agreement all federal, state, local and foreign taxes that are required to be
withheld by applicable laws or regulations.


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


	
  

  	
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If the foregoing terms are
acceptable to you, please confirm your agreement by signing your name below.
Your signature below will indicate that you are entering into this Letter
Agreement freely and with a full understanding of its terms and effect.


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  /s/ Mike DuBose

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Mike DuBose,

  	
   

  
	
   

  	
  On behalf of
  Vertis, Inc. and

  	
   

  
	
   

  	
  Vertis Holdings,
  Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  AGREED AND
  ACCEPTED:

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Steve
  Tremblay

  	
   

  	
   

  
	
  Steve Tremblay

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  5/30/07

  	
   

  	
   

  
					



 


	
  

  	
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Appendix A


SUPPLEMENTAL
RELEASE AND COVENANT NOT TO SUE


In consideration of the
payments and benefits provided, and to be provided, to me by Vertis, Inc.
and/or its subsidiaries and other affiliates (hereinafter referred to
collectively as “Vertis” or the “Company”) pursuant to the Letter Agreement
dated May 21, 2007 which I executed on
                 ,
2007, and in accordance with that Letter Agreement, I, Steve Tremblay, for
myself and my heirs, personal representatives, and assigns, hereby release and forever
discharge Vertis, its subsidiaries, affiliates, and successors, and each of
their directors, officers, and employees (the “Vertis Released Parties”) from
and against all liability, damages, actions, and claims of any kind whatsoever,
known and unknown, that I now have or may have had, or thereafter claim to
have, on behalf of myself or any other person or entity, at any time, arising
out of, or relating in any way to, any acts or omissions done or occurring in
whole or in part prior to and including the date of this Supplemental Release
and Covenant Not to Sue (“Supplemental Release”) including, but not limited to,
all such matters arising out of, or related in any way to, my employment or
termination of employment with Vertis or any of its subsidiaries or affiliates.


By this Supplemental
Release, I hereby release any tort and contract claims and any claims under
Title VII of the Civil Rights Act of 1964, as amended, the Americans With
Disabilities Act, the Employee Retirement Income Security Act, and all other
federal, state and local laws pertaining to employment and/or employment
discrimination other than the Age Discrimination in Employment Act. I further
expressly acknowledge and represent that I have suffered no injuries or
occupational diseases arising out of or in connection with my employment with
Vertis and have received all wages to which I was entitled as an employee of
Vertis.


I agree not to file, join in
or prosecute any lawsuits against Vertis or any of the other Vertis Released
Parties, concerning any matter, act, occurrence, or transaction which arose on
or before the date of this Supplemental Release. Although I am not precluded
from filing a charge with the EEOC or participating in an EEOC investigation or
proceeding, I expressly waive my right to any monetary recovery beyond the
consideration herein or any other individual relief in connection with any EEOC
charge or other administrative action, to the maximum extent permitted by law.
I expressly represent that as of the date that I sign this Supplemental
Release, I have not filed any grievances, claims, complaints, administrative
charges or lawsuits against Vertis or any Vertis Released Party.


Notwithstanding anything in
this Supplemental Release to the contrary, nothing in this Supplemental Release
will relinquish, diminish, or in any way affect (i) any rights or claims
arising out of the Supplemental Release, including any breach by Vertis of the
Supplemental Release; (ii) any right or claim I may have, if any, to
indemnification under Vertis’s (or as to any other entities for which I serve
as a director or officer, such entity’s) bylaw, certificate of incorporation or
other organizational or charter documents or under any other plan, program,
policy or arrangement of Vertis or such entity; (iii) any rights I may have as
a holder of equity interest in Vertis or any rights or claims I may have, if
any, under a Company benefit plan, program or policy; (iv) any right to
reimbursement for business expenses incurred during the


	
   

  	
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course of my employment with Vertis and in
accordance with Vertis’s policies with respect to the reimbursement of business
expenses; (v) any right or claim I may have to obtain contribution as permitted
by applicable law in an instance in which both I, on the one hand, and any of
Vertis or any other Vertis Released Party, on the other hand, are held to be
jointly liable; (vi) any rights or claims that, as a matter of law, cannot be
released or waived; or (vii) any rights or claims arising out of the Letter
Agreement dated May 21, 2007, including any breach by Vertis of that Letter
Agreement.


By voluntarily executing this document, I confirm
that I understand and accept the terms of this document having had the option
to have said terms reviewed by my attorney.


	
  /s/ Steve Tremblay

  	
   

  	
   

  
	
  Steve Tremblay

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  5/30/07

  	
   

  	
   

  
	
  Date

  	
   

  	
   

  



 


	
   

  	
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Appendix
B


BUSINESS RESPONSIBILITY AGREEMENT


As you know, your position involves exposure and
access to very sensitive areas of the business of Vertis Communications
(“Vertis”), including confidential and proprietary information. This agreement
(“BRA”) confirms the terms and conditions of your access to that information,
and it reflects the agreement between you and Vertis that compliance with these
terms is essential to your employment with Vertis. You also understand that the
obligations of this letter are in addition to the obligations set forth in Vertis’
current Employee Handbook.


In consideration of the Letter Agreement dated May
21, 2007 and your eligibility for positions that give you access to Vertis’
confidential and proprietary information and for other consideration, you and
Vertis agree as follows:


1.                                       Business Conduct. In addition to the terms
and conditions in this Agreement, you are subject to the Vertis Employee
Handbook, including any updates or changes, and the Vertis Code of Conduct, as
well as all other policies and procedures of Vertis. You agree at all times to
perform faithfully the duties assigned to you to the best of your ability,
experience and talents and you will not do any other work that interferes with
or creates a real or perceived conflict of interest with your responsibilities
for Vertis.


2.                                       Confidentiality. You acknowledge that the
successful marketing and development of Vertis’ products and services requires
substantial time and expense. Such efforts generate valuable proprietary and
confidential information for Vertis that gives Vertis a business advantage over
others who do not have such information. You acknowledge that during and in
connection with your employment with Vertis you have developed and/or acquired,
and/or will develop and/or acquire, Confidential Information (as defined in
this Agreement). You agree to use your best efforts and the utmost diligence to
guard and protect all Confidential Information of Vertis. Vertis “Confidential
Information” includes all information about the business of Vertis and its
affiliates which has not been made available generally to the public by Vertis,
whether or not it is reduced to writing. It includes, without limitation, any
information about Vertis customers; Vertis’ marketing methods, business plans
and related data; the costs of any materials; the prices, discounts or terms at
which it sells its products or services; manufacturing processes and costs;
sales costs; financial information; compensation paid to employees, and other
proprietary information and trade secrets. You will not, at any time during or
after your employment by Vertis, disclose or use for yourself or for the
benefit of any other person or entity any Vertis Confidential Information. If
your employment by Vertis is terminated for any reason, you will leave with Vertis
any and all company and personal records, papers, electronic media and
materials, which contain or otherwise disclose Vertis Confidential Information.


3.                                       Discoveries and Inventions. You will promptly
report to Vertis any and all discoveries, inventions or improvements of any
nature, whether or not patentable, which you discover, conceive or make during
the period of your employment, which relate to the business of Vertis. All such
discoveries, inventions and improvements will be the sole and exclusive
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Vertis.
During or after your employment with Vertis, you will execute any documents
Vertis deems necessary for the protection of its interest in discoveries,
inventions and improvements.


4.                                       Conflicts of Interest. You will avoid actual,
perceived or potential conflicts of interest with Vertis’ business. In this
regard, you agree not to accept any cash or cash equivalents, no matter what
the value, or to accept any gifts, entertainment or gratuities with a value
over $100.00 from actual or prospective customers, suppliers, competitors or
others with whom Vertis has business relationships. In addition, you agree not
to have, directly or indirectly, financial interests in companies that compete
with or supply to Vertis. If any actual or potential conflict of interest
arises, you agree to report them immediately in writing to an officer of
Vertis.


5.                                       Company Property. All equipment, notebooks,
documents, memoranda, reports, files, samples, books, correspondence, mailing
lists, calendars, card files, rolodexes, and all other written, digital and
graphic records affecting or relating to the business of Vertis and its
affiliates, regardless of the medium in which such information is stored (“Company
Property”) shall be and remain the sole and exclusive property of Vertis. You
agree not to remove any Company Property from Vertis’ premises at any time
unless that Company Property is necessary to the duties which you must perform
outside of Vertis’ premises. If your employment with Vertis or its affiliates
terminates for any reason, you shall promptly deliver to Vertis all Company
Property which is or has been in your possession. You shall not maintain in any
medium any copy or other reproduction of any Company Property after the
termination of employment.


6.                                       Employee Solicitation. You agree that Vertis
invests substantial time and effort in assembling its personnel. You agree that
during your employment and for a period of two (2) years after its termination
for any reason, you will not, for yourself or as a stockholder, director,
officer, partner, agent or employee of any other person, firm or corporation,
directly or indirectly solicit any employee of Vertis or its affiliates for
employment or retention in any capacity by yourself or another entity.


7.                                       Customers Solicitation. You agree that the
relationships of Vertis and its affiliates with their customers are solely the
assets and property of Vertis. You agree that during and for a period of two
(2) years following termination of your employment with Vertis or its
affiliates for any reason, you will not, for yourself or as a stockholder,
director, officer, partner, agent or employee of any other person, firm or
corporation, directly or indirectly solicit, contact, serve or have any dealing
with or attempt to solicit, contact serve or have any dealing with, for a
Similar Purpose, any of the customers of Vertis or its affiliates with whom you
had material contact or any material knowledge of on behalf of Vertis or its
affiliates during the twelve (12) month period before your termination.
“Similar Purpose” means the manufacture, development, sale or servicing of any
product or service competitive with, or usable for substantially the same
purposes as, any product or service manufactured or sold or in the process of
development by Vertis or its affiliates. “Material contact” means: (i) direct
personal contact with customer for the purpose of selling the products or
services of Vertis or its affiliates to the customer or (ii) any direct
supervision of the direct personal contacts other employees of Vertis or its
affiliates may


	
   

  	
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have
with customers. “Material knowledge” means access to pricing, margin or
customer preferences or needs derived solely from Vertis Confidential
Information.


8.                                       Non-Competition. You agree that during and
for a period of two (2) years following termination of your employment with
Vertis or its affiliates for any reason, you will not, for yourself or as a
stockholder, director, officer, partner, agent or employee of any other person,
firm or corporation, directly or indirectly, render any services in connection
with the manufacture, development, sale or servicing of any product or service
competitive with, or usable for substantially the same purposes as, any product
or service manufactured or sold or in the process of development by Vertis or
its affiliates. This section shall not preclude any investment in a security listed
in a national securities exchange, if such investment is limited to not more
than one percent (1%) of the outstanding value of such security.


9.                                       Interpretation of Obligations. If any
provision of this Agreement is held to be invalid, void or unenforceable, the
remaining provisions will remain in effect and will not be affected, impaired
or invalidated. If a court should determine that any restrictive provision in
this Agreement is unenforceable because of over-breadth, then the court will
modify the provision to make it reasonable and enforceable under the
circumstances.


10.                                 Injunctive Relief. You acknowledge that if
you violate any of the provisions in this Agreement, Vertis will be damaged
irreparably, it will be difficult to determine the resulting damages to Vertis
and that monetary damages would not be adequate in any event. In addition to
any other remedies it may have, Vertis shall be entitled to temporary and
permanent injunctive relief without the necessity of proving actual damage or
posting a bond or other security thereof to prevent any breach, continuing
breach, or threatened breach of the covenants set forth herein.


11.                                 Other Employment After Termination. You
acknowledge the restrictions in this Agreement are reasonably designed to
protect Vertis’ Confidential Information and other legitimate business
interests. You acknowledge and represent that you have substantial experience
and knowledge such that you can readily obtain subsequent employment which does
not violate this Agreement. You also agree that Vertis may notify any of your
future or prospective employers as to the existence and provision of this
Agreement and as to its intention to enforce its rights.


13.                                 Miscellaneous. This Agreement is governed by
and construed in accordance with the laws of the State of Maryland. If any
legal action is necessary to enforce the terms or conditions of this Agreement,
the parties agree that the Courts of the State of Maryland shall have proper
venue and jurisdiction for the bringing of such action. Nothing in this
Agreement shall affect the continued validity, effectiveness, and
enforceability of any confidentiality agreement, nondisclosure agreement, or
similar agreement, all of which remain in full force and effect. This Agreement
may be modified only in writing executed by the parties. Waiver of any default
or breach of this Agreement shall not constitute a waiver of any other default
or breach. You acknowledge that your obligations under this Agreement are
unique and personal. Therefore, you may not assign any of your rights or
delegate any of your duties or obligations under this Agreement.   Vertis may assign its rights, duties or
obligations under this Agreement to any


	
   

  	
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person or entity with whom it has merged or
consolidated, or to whom it has transferred all, or substantially all, of its
assets or as a consequence of a corporate reorganization or merger between
Vertis and any of its affiliates.


You certify that you have read this Agreement,
studied it, and have had sufficient opportunity to ask questions, and
understand all rights and obligations under the Agreement. You also certify
that you had the option of seeking legal counsel regarding this Agreement prior
to execution. If this Agreements acceptable to you, please sign the enclosed
copy and return it to me.


	
  /s/ Mike DuBose

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Mike DuBose,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  On behalf of
  Vertis, Inc. and Vertis Holdings, Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted and
  Agreed

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
  /s/ Steve Tremblay

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Steve Tremblay

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  5/30/07

  	
   

  	
   

  
						



 


	
   

  	
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