EXHIBIT
10.31  EMPLOYMENT AGREEMENT  THIS AGREEMENT
by and among Vertis Inc., (the Company), Vertis Holdings, Inc. (Holdings)
and Catherine Leggett (the Executive), dated and effective as of August 31, 2003
(the Effective Date).  WHEREAS, the
Company wishes to provide for the continued employment by the Company of the
Executive, and the Executive wishes to continue to serve the Company, in the
capacities and on the terms and conditions set forth in this Agreement;  NOW, THEREFORE, it is hereby agreed as follows:  1.EMPLOYMENT
AT WILL. The employment of the Executive by the Company shall be at will and
shall be terminable by either party upon 30 days prior written notice or as
otherwise set forth in Section 4. The provisions of Sections 4 and 5 shall
govern the consequences of any termination of the Executives employment.  2.POSITION
AND DUTIES.  (a)During
her employment with the Company, the Executive shall serve as the Senior Vice
President - Human Resources of the Company 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 the Company or its subsidiaries not inconsistent therewith as may from time
to time be assigned to him by the Board of Directors of the Company (the Board).  (b)During
her employment with the Company, and excluding any periods of vacation and sick
leave to which the Executive is entitled, the Executive shall devote her full
business attention and time to the business and affairs of the Company and
shall use all reasonable efforts to carry out her 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 Company.  3.COMPENSATION.  (a)BASE
SALARY. During her employment with the Company, the Executive shall continue to
receive an annual base 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 Base
Salary). The Annual Base Salary shall be paid in accordance with the Companys
regular payroll practice for its senior executives, as in effect from time to
time. The Annual Base 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 the Company.


(b)ANNUAL
CASH BONUS. For fiscal years during the Executives employment with the
Company, the Executive shall participate in an annual cash incentive
compensation plan (currently the Companys Executive Incentive 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 fiscal year. Any cash bonuses payable to the Executive will be paid 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 annual cash incentive
compensation plan.  (c)LONG-TERM
INCENTIVE COMPENSATION. During the Executives employment with the Company, the
Executive shall be eligible to receive long-term equity incentive compensation
awards (which may consist of stock options or other types of awards, as
determined by the Board in its discretion) pursuant to the Companys equity
incentive compensation plans and programs in effect from time to time. These
awards shall be granted in the discretion of the Board and shall include such
terms and conditions (including performance objectives) as the Board deems
appropriate.  (d)OTHER
BENEFITS. During the Executives employment with the Company, the Executive
shall 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 insurance, accidental death and
travel accident insurance plans and programs 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 the senior officers of the
Company.  (e)VACATION;
EXPENSES. The Executive shall be entitled to 4 weeks annual paid executive
leave in accordance with the provisions of the Company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 the Company. The executive leave
does not accrue and may not be carried forward, nor is unused leave paid out
upon termination of employment. The Company shall pay or reimburse the
Executive for ordinary and necessary business expenses incurred by him in the
performance of her duties in accordance with the Companys usual policies.  4.TERMINATION
OF EMPLOYMENT.  (a)DEATH
OR DISABILITY. The Executives employment shall terminate automatically upon
the Executives death during her employment with the Company. The Company shall
be entitled to terminate the Executives employment because 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 the Company for a period of 120 days, (ii) the Company shall have
given the Executive a notice of  2


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 clause (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 clause (2), the date which is 30 days following the
notice of termination for Disability (either such date, the Disability
Effective Time).  (b)TERMINATION
BY THE COMPANY.  (i)The
Company may terminate the Executives employment with the Company for Cause or
without Cause. Except as set forth in Section 4(b)(ii), Cause shall mean (i)
gross negligence or willful misconduct by the Executive in connection with the
performance of her duties hereunder that is materially injurious to the
Company, monetarily or otherwise, (ii) the conviction of the Executive by a
court of competent jurisdiction for felony criminal conduct or (iii) material
violation by the Executive of the provisions of Section 6 of this Agreement,
unless, in the case of clauses (i) or (iii), the event constituting Cause is
curable and has been cured by the Executive within ten business days of her
receipt of written notice from 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 felony criminal conduct; or (B) the willful
engaging by the Executive in fraud or dishonesty which is demonstrably and
materially injurious to the Company or its 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 willful 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  3


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 with the Company for Good Reason or without
Good Reason. 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 the Company which results in a
significant diminution in the Executives position, authority, duties or responsibilities
as contemplated by this Agreement; (b) a reduction in the Executives Annual
Base Salary or the Executives annual cash bonus opportunity under the
Executive Incentive Plan (or a successor plan) or a failure by the Company to
timely pay any portion of the Executives current or deferred compensation; (c)
the Company 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 the Companys business to an extent substantially
consistent with the business travel obligations which the Executive undertook
on behalf of the Company prior to a Change in Control; or (d) the failure by
the Company 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 the Company an express written assumption and
agreement to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession had
taken place unless, in each case, such action is remedied by the Company 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
the second sentence of Section 4(c)(i) for the thirty day period commencing on
the first anniversary of a Change in Control; provided, however, that if the
Executive terminates her employment pursuant to the provisions of this
subparagraph (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 conditioned by the Company on the Executive
continuing to serve the Company 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 the second sentence of Section 4(c)(i) (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 the Company invokes its right to require the Executive to continue
to serve the Company during the Transition Period, the Executives Annual Base
Salary shall not be reduced  4


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 the Company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(g)). Notwithstanding the definition of Good
Reason set forth in the second sentence of Section 4(c)(i), the Company may, in
its discretion, change the Executives authority, position, duties or
responsibilities during the Transition Period, without such change constituting
Good Reason.  (iii)A
termination of employment by the Executive for Good Reason or Deemed Good
Reason shall be effected by giving the Company 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 the
Company that constitutes Good Reason and the specific provision(s) of this
Agreement on which the Executive relies. A termination of employment 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 event constituting Good Reason is remedied by the Company prior
to that date. Actions by the Company which constitute Good Reason shall be
disregarded in the calculation of termination benefits described in Section 5.  (iv)A
termination of the Executives employment by the Executive without Good Reason
shall be effected by giving the Company 30 days written notice of the
termination.  (d)DATE
OF TERMINATION; RESIGNATION. The Date of Termination means the date of the
Executives death, the Disability Effective Time or the date on which the
termination of the Executives employment by the Company for Cause or without
Cause or by the Executive for Good Reason or without Good Reason is effective.
Following termination of the Executives employment for any reason, the
Executive shall immediately resign from the Board and from all other offices
and positions she holds with the Company and its subsidiaries if requested by
the Board.  5.OBLIGATIONS
OF THE COMPANY UPON TERMINATION.  (a)TERMINATION
BY THE COMPANY (OTHER THAN TERMINATIONS FOR CAUSE, DEATH OR DISABILITY), OR
TERMINATION BY THE EXECUTIVE FOR GOOD REASON. If the Company terminates the
Executives employment for any reason other than for Cause (other than a
termination for Disability or death), or the Executive terminates her
employment for Good Reason, then, except for any termination to which Section
5(d) applies, the Company shall pay to the Executive (i) a cash payment equal
to 1.5 times the sum of (A) the Executives Annual Base 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 fiscal year prior to the fiscal
year in which  5


the Date of Termination occurs and (2) the annual bonus the Executive
would have earned for the fiscal 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 fiscal 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 Base Salary for periods prior to
the Date of Termination and earned annual bonuses for completed fiscal years
prior to the Date of Termination. The payment described in clause (i) of the
preceding sentence shall be made ratably over the two-year period following the
Date of Termination, in accordance with the Companys normal payroll practices
and the payments described in clause (ii) of the preceding sentence shall be
made within 30 days of the Date of Termination. The Company shall also provide
to the Executive (and, as applicable, her eligible dependents), in the event of
such a termination continued participation at the Companys expense in the
Company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) following which, if no
such alternative coverage has been obtained, the Executive will be entitled to
elect continuation coverage (COBRA) in accordance with the provisions of
Section 4980B of the Internal Revenue Code of 1986, as amended (the Code),
which COBRA coverage period shall begin at the close of the period of such
continued participation. For purposes of this Agreement, the Executives
employment shall be deemed to have been terminated within the thirteen month
period following a Change in Control and during the Term by the Company without
Cause (and shall be governed by Section 5(d)), if the Executives employment is
terminated by the Company 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).  (b)DEATH
AND DISABILITY. If the Executives employment is terminated by the Company due
to Disability or terminated automatically upon the Executives death then, (i)
the Company 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 Base Salary earned through the Date of
Termination that has not been paid and earned annual bonuses for completed
fiscal years prior to the Date of Termination and (ii) all outstanding equity
awards shall be treated according to the provisions of the plan and agreements
under which such awards were granted. The Company shall also provide to the
Executive (and, as applicable, her eligible dependents), in the event of such a
termination continued participation at the Companys expense in the Company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) following which, if  6


no such alternative coverage
has been obtained, the Executive (or her eligible dependents, if applicable)
will be entitled to elect COBRA continuation coverage in accordance with the
provisions of Section 4980B of the Code, which COBRA coverage period shall
begin at the close of the period of such continued participation. In addition,
notwithstanding anything to the contrary in any option plan or agreement of the
Executive, outstanding options which are vested as of the Date of Termination
shall remain exercisable until the earlier of (1) the date which is 180 days
following the Date of Termination and (2) the maximum term of the option.  (c)BY
THE COMPANY FOR CAUSE; BY THE EXECUTIVE OTHER THAN FOR GOOD REASON. If the
Executives employment is terminated by the Company for Cause or the Executive
voluntarily terminates employment other than for Good Reason then, (i) the
Company 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 Base
Salary earned through the Date of Termination that has not been paid and earned
annual bonuses for completed fiscal years prior to the Date of Termination and
(ii) all outstanding equity awards shall be treated according to the provisions
of the plan and agreements under which such awards were granted.  (d)CHANGE
IN CONTROL TERMINATION.  (i)If,
within the 13-month period immediately following the occurrence of a Change in
Control, the Executives employment by the Company is terminated by the Company
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 the Company shall pay to the
Executive (i) a cash payment equal to three times the sum of (A) the Executives
Annual Base Salary immediately prior to the Date of Termination and (B) the
Applicable Bonus Amount; and (ii) any unpaid amounts of the Executives Annual
Base Salary for periods prior to the Date of Termination and earned annual
bonuses for completed fiscal 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, the Company shall
pay to the Executive on such day an estimate, as reasonably determined by the
Company, 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. The Company shall also provide to the
Executive (and, as applicable, her eligible dependents), in the event of such a
termination continued participation at the Companys expense in the Company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) following which, if no such
alternative coverage has been obtained, the Executive will be entitled to elect
COBRA continuation coverage in accordance with the provisions of Section  7


4980B of the
Code, which COBRA coverage period shall begin at the close of the period of
such continued participation.  (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 (1) 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 Executives employment shall be deemed to have
been terminated within the thirteen month period following a Change in Control
and during the Term by the Company without Cause (and shall be governed by this
Section 5(d)), if the Executives employment is terminated by the Company
without Cause either (i) during the 120 day period prior to the execution of an
agreement, the consummation of which would result  8


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)OPTION
TREATMENT ON TERMINATION OF EMPLOYMENT DESCRIBED IN SECTION 5(a). If the
Executives employment is terminated under the circumstances described in
Section 5(a), then, notwithstanding anything in any agreement between the
Executive and the Company or Holdings (or any of their predecessors or
affiliated companies) to the contrary, the Executive shall be given credit for
an additional year of vesting service for purposes of the Executives then
outstanding options to purchase shares of common stock of Holdings (other than
options that vest upon attainment of performance goals but including options
issued prior to the Effective Date), such that any such options which were
scheduled to vest in the one year period commencing on the Date of Termination
shall be immediately vested and exercisable upon the Date of Termination and
shall remain exercisable in accordance with their existing terms (including
those relating to termination of employment). Notwithstanding the foregoing,
the Board may, following the Effective Date and in its discretion, grant
options that vest upon attainment of performance goals and may (but shall not
be required to) provide that such awards shall vest in whole or in part if the
Executives employment is terminated under the circumstances described in
Section 5(a) or 5(d).  (f)OPTION
TREATMENT ON TERMINATION OF EMPLOYMENT DESCRIBED IN SECTION 5(d). If the
Executives employment is terminated under the circumstances described in
Section 5(d), then, notwithstanding anything in any agreement between the
Executive and the Company or Holdings (or any of their predecessors or
affiliated companies) to the contrary, all of the Executives then outstanding
options to purchase shares of common stock of Holdings (other than options that
vest upon attainment of performance goals but including options issued prior to
the Effective Date), whether or not previously vested and exercisable, shall be
immediately vested and exercisable upon the Date of Termination and shall
remain exercisable in accordance with their existing terms (including those
relating to termination of employment).  (g)PRO-RATA
BONUS PAYMENTS. Except as set forth in the following sentence, for purposes of
this Section 5, bonus amounts shall only be considered to be earned if the
Executive was employed by the Company 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), 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 the Company through the last day of the fiscal year during
which the Date of Termination occurs, multiplied by a fraction, the numerator
of which is the number of days in such fiscal year during which the Executive
was employed by the Company 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 fiscal year through the Date of Termination, expressed as a  9


percentage of targeted
performance for that period. For purposes of a termination described in Section
5(a) or 5(b), such Pro-rata Bonus payment shall be based on the actual results
for the completed fiscal year during which the Date of Termination occurs. In
the event of a termination described in Section 5(a), 5(b) or 5(d), the payment
of any amount of Pro-rata Bonus which becomes due in accordance with this
Section 5(g) shall be made at the time the Company normally pays such bonuses
to its senior executives, irrespective of whether any such bonuses are paid to
other senior executives for such fiscal 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 the Company through the payment date or the last day of the
applicable fiscal year in order to receive payment thereunder. Exhibit A hereto
sets forth examples of the calculation of the Pro-rata Bonus.  (h)OUTPLACEMENT
SERVICES. If the Executives employment is terminated under the circumstances
described in Section 5(a) or 5(d), the Company shall pay the cost of providing
the Executive with outplacement services, up to a maximum of five percent (5%)
of the sum of the Base Salary and the Applicable Bonus Amount, provided that
such services are (a) utilized by the Executive within six months following the
Date of Termination 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 during such six month
period.  (i)ACCRUED
BENEFITS. Upon the Executives termination of employment for any reason, in
addition to any other amounts and benefits provided for in Section 5, the
Executive (and her beneficiaries and dependents, as applicable) shall be
entitled to receive all vested benefits under the Company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)The
Executive 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 the Executive obtains or has obtained during the Executives
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 Executives
violation of her obligations to the Company, including those set forth herein)
(Confidential Information). The Executive shall not communicate, divulge or
disseminate Confidential Information at any time during or after the Executives
employment with the Company, except with the prior written consent of the
Company or as otherwise required by law or legal process (of which the
Executive has delivered to the Company prompt prior notice).  10


(b)During
the Executives employment with the Company and for a period of two years after
the termination of the Executives employment with the Company, the Executive
shall not, without the prior written consent of the Board, directly or
indirectly engage in or be interested in (as owner, partner, stockholder,
employee, director, officer, agent, consultant or otherwise), with or without
compensation, any business which is in competition with any line of business
actively being conducted or to the Executives knowledge, contemplated on the
Date of Termination by the Company or any of its subsidiaries or affiliates.
Nothing herein will prohibit the Executive from acquiring or holding not more
than one percent of any class of publicly traded securities of any business.  (c)Except
as set forth below, during the Executives employment with the Company and for
a period of two years after the termination of the Executives employment with
the Company, the Executive shall not, without the prior written consent of the
Board, 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 doing business with the Company and its subsidiaries or affiliates, to
terminate such relationship or to refrain from extending or renewing the same.  (d)The
Executive agrees that the restrictions set forth in this Section 6 are
reasonable and necessary to protect the legal interests of the Company. The
Executive further agrees that the Company shall 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 Agreement 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 hereby
consent that the scope or restriction shall be judicially modified accordingly
in any proceeding brought with respect to the enforcement of the restriction.  (e)The
Executive agrees that any and all intellectual property developed within the
scope of employment or relating to the Companys business, existing or which in
the future may exist, including all patents, copyrights, trademarks or trade
names, all ideas, concepts, themes, inventions, designs, improvements and
discoveries conceived or developed, whether by the Executive or others, shall
remain the sole and exclusive property of the Company.  (f)Immediately
upon any termination of employment with the Company, the Executive shall
promptly deliver to 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 the 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(f) after the termination of such
employment.  7.INDEMNIFICATION.
Except to the extent inconsistent with the Companys certificate of incorporation
or bylaws, the Company will indemnify the Executive and  11


hold him harmless to the
fullest extent permitted by law with respect to her service as an officer and
director of the Company and its subsidiaries, which indemnification shall be
provided following termination of employment for so long as the Executive may
have liability with respect to her service as an officer and director of the
Company and its subsidiaries. The Executive will be covered by a directors and
officers insurance policy with respect to her acts as an officer and director
to the same extent as all other Company officers and directors under such
policies.  8.DISPUTE
RESOLUTION; ATTORNEYS FEES. Other than with respect to the Company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 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. The Company 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
the Company 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)The
Company 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 the Company expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would have
been required to perform it if no such succession had taken place. As used in
this Agreement, the term Company shall mean both the Company as defined above
and any such successor.  10.MISCELLANEOUS.  (a)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. The  12


captions 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.  (b)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:  Catherine
Leggett 4401 Dustin Road
Burtonsville, Maryland 20866  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(b).  (c)Notwithstanding
any other provision of this Agreement, the Company may withhold from amounts
payable under this Agreement all federal, state, local and foreign taxes that
are required to be withheld by applicable laws or regulations.  (d)The
Executives or the Companys 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.  (e)Except
as set forth in this Section 10(e), as of the Effective Date, this Agreement
shall constitute the entire understanding of the parties with respect to
subject matter herein and supercedes any other agreement or other
understanding, whether oral or written, express or implied, between them to the
extent that such agreements or  13


understandings contain
provisions addressed herein. Specifically, this Agreement supercedes, without
limitation, the Executive Change in Control Severance Agreement, dated April
10, 2000, by and between the Executive and Treasure Chest Advertising Company,
Inc. and the Business Responsibility Agreement between the Executive and
Treasure Chest Advertising Company, Inc. For the avoidance of doubt, this
Agreement shall not be deemed to supercede any option agreement between the
Executive and the Company, but such option agreements shall be modified to the
extent specifically set forth herein.  (f)This
Agreement shall terminate upon the termination of the Executives employment,
except that terms of this Agreement which must survive the termination of this
Agreement in order to be effectuated (including the provisions of Sections 5,
6, 7 and 8) shall survive. Upon the termination of the Executives employment,
Executive consents to the notification by the Company to the Executives new
employer of Executives obligations under this Agreement.  (g)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 the Company 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 the Company, or otherwise.  (h)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.  14


IN WITNESS
WHEREOF, the Executive and the Company have executed this Agreement under seal,
as of the day and year first above written.  VERTIS, INC.By:
  /S/ Donald
  E. RolandName:
  Donald E. RolandTitle:
  Chief Executive OfficerVERTIS
  HOLDINGS, INC.By:
  /S/ Donald
  E. RolandName:
  Donald E. RolandTitle:
  Chief Executive Officer/S/ Catherine LeggettCatherine
  Leggett  15


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
fiscal year in the examples below is 75% of Base Salary payable upon 100%
achievement of targeted performance for the fiscal 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
fiscal 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 31 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)  A-1