**Exhibit 10.41**
|                    | ** ** | ****   |                                                 | John V. Howard, Jr., Esq. | **www.vertisinc.com** |
|--------------------|------------|--------|------------------------------------------------------|---------------------------|-----------------------|
|  TURN TO USTM |       |   | Chief Legal Officer and Secretary                    |
|               |       |   | 250 W. Pratt Street, Suite 1800, Baltimore, MD 21201 |
|               |       |   | D: 410.361.8347 F: 410.454.8460                      |
|               |       |   | jhoward@vertisinc.com                                |

 

December 5, 2006

**VIA OVERNIGHT DELIVERY**

Dean D. Durbin

Dear Dean:

This letter (“LetterAgreement”) confirms our agreement concerning your resignation as President,Chief Executive Officer, and Director of Vertis Holdings, Inc., Vertis, Inc.and their subsidiaries and affiliates (collectively “Vertis”) effectiveNovember 28, 2006, and the special benefits that are being offered to you inorder to ensure a smooth transition. Although you are resigning your employmentwith Vertis, Vertis agrees to honor the terms of your August 31, 2003Employment Agreement, as amended (“Employment Agreement”), as though yourtermination of employment is occurring under the provisions of Section 5(a) ofthe Employment Agreement and will provide to you the severance benefits setforth in the Employment Agreement for such terminations, as well as othervaluable consideration set forth below. Other than as specifically modifiedbelow, your rights and obligations and all other provisions under yourEmployment Agreement shall remain as set forth therein, including withoutlimitation the provisions of Section 5(d)(iii) thereof; provided, however,that solely for purposes of the last sentence of Section 5(a) and Section5(d)(iii), your employment will be considered to have terminated effectiveNovember 28, 2006.

*1.**                              Resignationand Termination of Employment.  *EffectiveNovember 28, 2006, you resign your position as President and Chief ExecutiveOfficer of Vertis, as well as your position on any Board of Directors ofVertis. Your employment with Vertis will continue, in the capacity of anon-officer employee, until February 28, 2007 (the “Date of Termination”), atwhich time your employment will terminate. Through the Date of Termination, youwill continue to receive your current base salary, less applicable withholdingtaxes and lawful deductions, and except as provided below, you shall continueto be eligible to participate in all Vertis retirement, health and welfarebenefit plans, including any medical, prescription, dental, disability, lifeinsurance, accidental death and travel accident insurance plans and programsmaintained by Vertis.

*2.**                              TransitionPeriod.  *Until February 28, 2007,you agree to make yourself available to respond to business-related inquiriesfrom Vertis’s officers, directors and/or shareholders.

*3.**                              EquityInterests.  *You are a party tothose certain agreements with Vertis known as the Amended and RestatedManagement Subscription Agreement, dated as of August 31, 2003 (the “ManagementSubscription Agreement”) and certain Restricted Stock Agreements
|  |   |   |       |
|--|--------|--------|------------|
|  |   |   | (INITIALS) |

 

----

CONFIDENTIAL

dated as of May 20, 2004 andMarch 6, 2006 respectively (collectively the “Restricted Stock Agreements”),under which you are the beneficial owner of an equity stake in Vertis.

(a)                          Vertis hereby forever waives its call rights(exclusive of any drag-along rights) against the shares of common stock andother equity interests that are subject to the Management SubscriptionAgreement and agrees to take all actions necessary to amend the ManagementSubscription Agreement to provide for the continuation of the tag-along rightsthat you (or, as applicable, your estate) enjoy with respect to the interestssubject to the Management Subscription Agreement beyond your termination ofemployment with Vertis for any reason.

(b)                         Vertis agrees to take all actions necessary toamend the Restricted Stock Agreements to provide as follows:

(i)                     On February 28, 2007, forty percent (40%) ofthe then-unvested shares of common stock subject to the Restricted StockAgreements shall be forfeited immediately for no consideration,

(ii)                  with respect to the remaining sixty percent(60%) of the shares of common stock subject to the Restricted Stock Agreementsthat are unvested as of February 28, 2007 (the “Remaining Shares”),

(1)thirty-three percent (33%) of the Remaining Shares shall be forfeited for noconsideration on February 28, 2011, if they have not earlier become vested andnonforfeitable pursuant to the terms of the Restricted Stock Agreements, and

(2)sixty-seven percent (67%) of the Remaining Shares shall be forfeited over thetwenty-four (24) month period that commences on February 28, 2007, withone-twenty-fourth (1/24th) of such shares being forfeited on the lastday of March 2007, and an additional one-twenty-fourth (1/24th) of such shares being forfeited on the last day of each monththereafter, until all such Remaining Shares shall have been forfeited if theyhave not earlier become vested and nonforfeitable pursuant to the terms of theRestricted Stock Agreements.

*4.**                             **Indemnification**.  *Except to the extent inconsistent with Vertis’s certificate ofincorporation or bylaws, Vertis will indemnify you against any claim arisingout of your employment to the fullest extent permitted by law with respect toyour service as an employee, officer and director of Vertis and itssubsidiaries, which indemnification shall be provided following yourtermination of employment for so long as you may have liability with respect toyour service as an employee, officer or director of Vertis. You will be coveredby a directors’ and officers’ insurance policy with respect to your acts as anofficer and director while employed by Vertis to the same extent as all otherVertis officers and directors under such policies.

*5*.                              *Releases and Covenants Notto Sue**.*

(a)                          In keeping with our intent to provide for anamicable 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 “VertisReleased Parties”), from and against all liability, damages, actions and claimsof any kind
|  |   |   |       |
|--|--------|--------|------------|
|  |   |   | (INITIALS) |

 

2

----

whatsoever, known and unknown, that you now have ormay have had, or thereafter claim to have, on behalf of yourself or any otherperson or entity, at any time, arising out of, or relating in any way to, anyacts or omissions done or occurring in whole or in part prior to and includingthe date of this Letter Agreement, including, but not limited to, all suchmatters arising out of, or related in any way to, your employment ortermination of employment with Vertis. You expressly acknowledge and agreethat, to the maximum extent permitted by law, this Release includes, but is notlimited to, your release of any tort and contract claims and any claims underTitle VII of the Civil Rights Act of 1964, as amended, the Americans WithDisabilities Act, the Employee Retirement Income Security Act, the AgeDiscrimination in Employment Act, and all other federal, state and local lawspertaining to employment and/or employment discrimination. By signing this LetterAgreement, you also expressly acknowledge and represent that you have sufferedno injuries or occupational diseases arising out of or in connection with youremployment with Vertis and have received all wages to which you were entitledas an employee of Vertis.

(b)                         You agreenot to file, join in or prosecute any lawsuits or arbitrations against Vertisor any of the other Vertis Released Parties, concerning any matter, act,occurrence, or transaction which arose on or before the date of this LetterAgreement. Although you are not precluded from filing a charge with the EEOC orfrom participating in an EEOC investigation or proceeding, you expressly waiveyour right to any monetary recovery or any other individual relief inconnection with any EEOC charge or other administrative action, to the maximumextent permitted by law.

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

(d)                         Except asprovided in Section 5(e) below, Vertis hereby releases you, your heirs personalrepresentatives and estate, from and against all liability, damages, actionsand claims of any kind whatsoever, known and unknown, that Vertis now has ormay have had or hereafter claims to have had on behalf of Vertis or any other Personclaiming through Vertis at any time, arising out of or relating in any way toany acts or omissions done or occurring in whole or in part prior to andincluding the date of this Letter Agreement, including, but not limited to allsuch matters of, or related in any way to Vertis’s employment of you (the “VertisRelease”).

(e)                          Notwithstandinganything in this Letter Agreement to the contrary, nothing in this LetterAgreement, including, without limitation, the foregoing releases willrelinquish, diminish, or in any way affect (i) any rights or claims arising outof 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, toindemnification under Vertis’s (or as to any other entities for which you serveas a director or officer, such entity’s) certificate of incorporation orbylaws; (iii) any rights you may have as a holder of any equity interest inVertis or any rights or claims you may have, if any, under a Vertis benefitplan, program or policy, except to the extent modified by this LetterAgreement; (iv) any right to reimbursement for business expenses incurredduring the course of
|  |   |   |       |
|--|--------|--------|------------|
|  |   |   | (INITIALS) |

 

3

----

your employment with Vertis and in accordance withVertis’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 toobtain contribution as permitted by applicable law in an instance in which bothyou, 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 claimsthat Vertis or any other Vertis Released Party may have against you based on, orarising out of, any criminal conduct or intentional misconduct that you mayhave engaged in of which Vertis is not currently aware or any act or omissionwith respect to which Vertis would not have the power to indemnify you underthe provisions of Section 145 of the Delaware General Corporation Law regardingindemnification of corporate officers and directors; or (vii) any rights orclaims that, as a matter of law, cannot be released or waived.

*6.**                              AdditionalDisclosures and Notice of Rights*.  You acknowledge, agree and understand that:

(a)                          underthis Letter Agreement you are waiving and releasing, among other claims, anyrights and claims that may exist under the Age Discrimination in Employment Act(ADEA);

(b)                         thewaiver and release of claims set forth in Section 5 above does not apply to anyrights or claims that may arise under the ADEA after the date of execution ofthis Letter Agreement;

(c)                          thepayments and other consideration that are being provided to you under thisLetter Agreement are of significant value and in addition to what you otherwisewould be entitled;

(d)                         you arebeing advised in writing to consult with an attorney before signing this LetterAgreement;

(e)                          you arebeing given a period of at least twenty-one (21) days within which to reviewand consider this Letter Agreement before signing it; and

(f)                            youmay revoke this Letter Agreement by providing written notice to Vertis withinseven (7) days following its execution. This Letter Agreement will not becomeeffective and enforceable until such seven (7) day period has expired, and youtherefore will not receive any consideration under this Letter Agreement untilafter the revocation period has expired. Accordingly, the Effective Date ofthis Letter Agreement will be the eighth (8th) day following your signing of this Letter Agreement.Any notice of revocation of this Letter Agreement will not be effective unlessgiven in writing and received by Vertis via personal delivery, overnightcourier or certified U.S. Mail, return receipt requested, at the followingaddress: John V. Howard, Jr., General Counsel, 250 W. Pratt Street, 18th Floor Baltimore, Maryland 21201.

*7.**                              DisputeResolution*.  The disputeresolution provisions set forth in the Employment Agreement shall governdisputes arising under or in connection with this Letter Agreement.
|  |   |   |       |
|--|--------|--------|------------|
|  |   |   | (INITIALS) |

 

4

----

*8.**                              Successors.*

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

(b)                         ThisLetter Agreement shall inure to the benefit of and be binding upon Vertis andits successors and assigns.

(c)                          Vertisshall require any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all of the business and/orassets of Vertis expressly to assume and agree to perform this Letter Agreementin the same manner and to the same extent that Vertis would have been requiredto perform it if no such succession had taken place. As used in this LetterAgreement, the term “Vertis” shall mean both Vertis as defined above and anysuch successor.

*9.**                              Miscellaneous.*

(a)                          ThisLetter Agreement incorporates by specific reference the Management SubscriptionAgreement, Restricted Stock Agreements, and the provisions of your EmploymentAgreement, 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 toyou, including but not limited to, your Employment Agreement. This LetterAgreement is the full and final understanding between you and Vertis. You agreethat there are no additional promises or terms among you and Vertis other thanthose contained or referred to herein, and that this Letter Agreement shall notbe modified, waived or amended except by a written agreement executed by theparties hereto or their respective successors and legal representatives.

(b)                         Notwithstandingany other provision of this Letter Agreement, Vertis may withhold from amountspayable under this Letter Agreement all federal, state, local and foreign taxesthat are required to be withheld by applicable laws or regulations.

(c)                          Your orVertis’s failure to insist upon strict compliance with any provisions of, or toassert any right under, this Letter Agreement shall not be deemed to be awaiver of such provision or right or of any other provision of or right underthis Letter Agreement.
|  |   |   |       |
|--|--------|--------|------------|
|  |   |   | (INITIALS) |

 

5

----

If the foregoing termsare acceptable to you, please confirm your agreement by signing your namebelow. Your signature below will indicate that you are entering into thisLetter Agreement freely and with a full understanding of its terms and effect.
|                      |     |   | Very truly yours,                                                          |
|----------------------|----------|--------|----------------------------------------------------------------------------|
|                 |     |   |                                                                       |
|                 |     |   | /s/ John V. Howard, Jr.                                                    |   |
|                 |     |   | John V. Howard, Jr.,  On behalf of Vertis, Inc. and  Vertis Holdings, Inc. |
|                 |     |   |                                                                       |
| AGREED AND ACCEPTED: |     |   |                                                                       |
|                 |     |   |                                                                       |
| /s/ Dean D. Durbin   |     |   |                                                                       |   |
| Dean D. Durbin       |     |   |                                                                       |   |
|                 |     |   |                                                                       |   |
| Date:                | 12/17/06 |   |                                                                       |   |   |
|                      |          |        |                                                                            |  |  |  |

 

6

----