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Exhibit 10.4  


 
  Haas Publishing Companies, Inc.
  3119 Campus Drive
  Norcross, GA 30071    
    


March 10
2005 


Mr. Robert
Metz

Chief Executive Officer

Haas Publishing Companies, Inc. 


Dear
Bob: 


        In
connection with your continuing employment with Haas Publishing Companies, Inc. (the "Company"), this letter agreement (the "Letter Agreement") will constitute our agreement
relating to amounts and benefits owing to you in connection with any termination of your employment. 



        In
the event we terminate your employment without cause at any time after the date hereof and subject to the fourth paragraph hereof, we agree (i) to pay you an aggregate amount
equal to 18 months base salary at the rate being paid on the date your employment is terminated by the Company (the "Date of Termination"), less applicable withholdings, payable
bi-weekly on the Company's regularly scheduled payroll dates; (ii) to pay you a bonus equal to 1.5 times your target EICP bonus (as set forth in your EICP letter in effect for the
calendar year in which the termination occurs) less applicable withholdings, payable no later than April 15 of the year following the year in which your termination occurred; (iii) to
pay you the LTP bonus under the Company's Long Term Compensation Program for the portion of the year worked in which the Date of Termination occurs from the beginning of such calendar year to the Date
of Termination, less applicable withholdings, payable no later than March 31 of the year following the year in which the termination occurred; and (iv) to vest on
the 18-month anniversary of the Date of Termination any unvested stock options and restricted stock granted prior to December 31, 2004 (such vesting to be subject to applicable
withholding requirements). Any EICP bonus for completed calendar years unpaid at the Date of Termination shall be paid in full in accordance with the EICP. 


        No
severance payments whatsoever shall be payable upon your voluntary resignation or upon termination of your employment for cause. For purposes of this Letter Agreement, "cause" shall
mean substance abuse, conviction of a felony, fraud, theft, embezzlement, sexual harassment, or willful or repeated failure or refusal to follow reasonable policies or directives established and
disclosed by your supervisor or the Board of Directors of the Company. 


        As
consideration for the severance and benefits to be provided to you pursuant to this Letter Agreement and as a condition to your receipt of any payments hereunder, you agree to execute
and abide by all terms of a separation and release agreement in the form customarily being used by the Company at the time of your termination without cause. Such agreement will provide that for the
18-month period immediately following the Date of Termination you will not (i) directly or indirectly, hire, seek to hire, solicit, encourage, induce or attempt to induce any person
employed by the Company or any of its corporate affiliates at any time during the period of such employee's employment to provide services to a person or entity other than the Company or any of its
corporate affiliates, or to terminate a relationship with the Company or any of its corporate affiliates; (ii) directly or indirectly, whether in your own enterprise or venture or as an
employee, officer, director, consultant or affiliate of any other entity, compete with Company; or (iii) encourage, assist, authorize or knowingly approve the taking of such actions by other
persons or entities ((i), (ii) and (iii), collectively, the "Non-Competition Provisions") 


        In
the event that you breach any of the Non-Competition Provisions within 18 months of your execution of a separation and release agreement with the Company and fail
to cure any such breach as soon as reasonably possible after written notice to you from the Company, in addition to any other legal or equitable rights and remedies the Company may have,
(i) the Company shall have no further 







 



obligations
under this Letter Agreement (including without limitation any obligation to make additional payments or vest any additional rights) and (ii) you shall be obligated to refund to the
Company (x) all payments already made under this Letter Agreement and (y) the stock options and/or restricted stock (or the fair market value thereof in the event such stock was sold)
which vested pursuant to this Letter Agreement. The fair market value for purposes of the recoupment with respect to exercised options or sold restricted shares shall mean the aggregate sale proceeds
less brokerage commissions. 


        The
severance arrangements set forth above shall be in lieu of and not in addition to any other severance policies of the Company which may be in effect generally from time to time. This
Letter Agreement shall supersede any prior severance agreements or arrangements you had with the Company and any such prior agreements shall be considered void. 


        Both
parties agree that any disputes hereunder shall be heard and determined by an arbitrator selected in accordance with the rules and procedures of the American Arbitration Association
in New York City and that the arbitrator's findings shall be final and binding on both parties hereto. 


        This
Letter Agreement and its validity, interpretation, performance, and enforcement shall be governed by the laws of the State of New York. 


        This
Letter Agreement constitutes our entire agreement supersedes all prior agreements between us and any such prior agreements are of no further force and effect. The provisions of this
Letter Agreement may not be changed or waived, except by a writing signed by you and the Company. 



	 	 	Very truly yours,
	

 	
 	

By:	
 	

/s/ Beverly C. Chell

	 	 	Name:	 	Beverly C. Chell
	 	 	Title:	 	Vice Chairman
	

AGREED AND ACCEPTED	
 	

 	
 	

 
	

/s/ Robert Metz
 Robert Metz	
 	

 	
 	

 




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Haas Publishing Companies, Inc. 3119 Campus Drive Norcross, GA 30071