EXHIBIT 10.1


 


October 13, 2004


 


Mr. Joe M. Scott


20 Belvedere Court


Richfield, CT 
06877


 


Dear Joe,


 


It gives me great pleasure to confirm our
offer to join what we believe is one of the most successful and dynamic
organizations in targeted advertising, media, and marketing solutions. You have
an extraordinary opportunity to participate in the growth and challenge offered
by Vertis, Inc. As you might imagine, this opportunity provides a truly unique
and rewarding experience for our staff, and we believe that you will make an
outstanding addition to the team.


 


Following are the terms of our offer:


 


1.               Specifically, you will join Vertis Inc. in the
position of Senior Vice President,
Sales-North America.  In that capacity, you will report to Herbert
W. Moloney, III, Chief Operating Officer – North America.  In brief, you are
responsible for growing top line
revenue for the North America Operations.


 


2.               Your start date will be mutually determined,
however we are hoping that you will be able to join us on or before November 1,
2004.


 


3.               Your office will be located at 250 W. Pratt
Street, Baltimore, MD  21201.


 


4.               Your starting base salary will be $300,000 annualized.  This will be distributed in an amount of $11,538 bi-weekly on Fridays.


 


5.               You
will receive an automobile allowance of $990
per month or $11,880 annually.


 


6.               You will participate in a Sales Executive
Compensation Plan.  The details of this
Plan are outlined in greater detail in Attachment A to this letter.  You
understand that the amounts set forth in Attachment A are based upon currently
forecasted numbers for 2004 and growth assumptions that will be refined and
finalized as part of the 2005 budget process. Therefore, the numbers and the
incentive targets set forth in Attachment A are subject to change based on the
final budget process.  However, the
methodology for calculating the incentive shall not change.


 


7.               As an element of your compensation, the Company
intends to grant to you 5,000 shares of the Company’s restricted common stock
under the Vertis Holdings, Inc. equity plan, subject to approval by the Company’s
Board of Directors at it’s next meeting. 
These shares of restricted stock will be subject to the Company’s
standard vesting provisions and restrictions on transfer.  These provisions will be more fully set forth
in a Restricted Stock Agreement, to be entered into upon the award of the
shares.


 


8.               If the Company terminates your employment for any
reason other than for Cause, then you will receive severance pay, in the form
of payroll continuation of your annual base salary as of your date of
separation, for a period of twelve (12) months, less all legally required
deductions.  “Cause” shall mean (i) gross
negligence or willful misconduct by you in connection with the performance of
your duties that is materially injurious to the Company, monetarily or
otherwise, (ii) the conviction of you by a court of competent jurisdiction for
felony criminal conduct or (iii) material violation by you of the
non-disclosure of confidential information or non-solicitation provisions of
your Business Responsibility Agreement.


 





















 


9.               You will be eligible to participate in the
company’s Deferred Compensation Plan. 
The details of this Plan will be provided to you by TBG Financial.


 


10.         To
assist you and your family transition to the Maryland area, the company will
provide you with a program of comprehensive relocation benefits.  You will be forwarded the Executive
Relocation Policy.


 


11.         Your performance will be reviewed annually. Merit
increases will be based on performance and in accordance with the company’s
current policy and procedures.


 


12.         You will be eligible for coverage under our group
health, life insurance and disability plans on the first day of the month
following or coinciding with your start date providing you have submitted a
HIPAA certificate from your previous employer. 
Our health insurance plans provide coverage for most medical, dental and
vision expenses.  Several coverage
options are available allowing you to select the program that best meets your
needs.  Benefit brochures and more
detailed and specific information will be provided to you under separate cover.


 


13.         You will be eligible to participate in our 401K
Plan within 15 days of your hire date. 
This program is administered by Putnam Investments, and you will have an
array of investment options from which to choose.


 


14.         You
will be eligible immediately for all Vertis holidays, which are:


 


Thanksgiving Day


Day After Thanksgiving


Christmas Eve Day


Christmas Day


New Year’s Day


Memorial Day


Independence Day


Labor Day


 


As a senior member of
management, your personal time off will be covered under our Executive Leave
policy, which provides you up to 4 weeks of compensated leave yearly (leaves
cannot be accumulated from year to year). 
Your leaves will need to be approved by me and coordinated with our
company operations.


 


15.         Vertis
requires that all employees take and pass a pre-employment controlled substance
screening prior to the beginning of employment. Therefore, this offer is
contingent upon the laboratory results of that test. Details containing our
testing procedures will be provided under separate cover.


 


16.         As
appropriate for your position in senior management, this offer is contingent
upon the successful completion and results of comprehensive reference and
background checks.


 


Due to the highly sensitive nature of our
business, we require all professional and or management personnel to sign a
Business Responsibility Agreement.


 


Additionally, federal
requirements state that, at the time of your employment, you must provide
documentation establishing your identity and legal right to work in the United
States. Therefore, this offer is contingent on this validation.


 





















 


 


We understand that you are not a party to any
employment contract or agreement which restricts your ability to devote the
full range of your skills and knowledge to Vertis Inc., or your right to engage
in competition with your present employer after the termination of your
employment. If this understanding is incorrect, please notify us
immediately.  Accordingly, our offer is
contingent upon our receipt and review of any such agreement.


 


Furthermore, should you accept this offer;
there is no expressed or implied contract of employment between you and Vertis
Inc. You will be employed for no particular period of time; you have the right
to terminate your employment at any time for any reason, and the company has a
similar right.


 


The terms of this offer of employment
extended to you are outlined in this letter and any additions or other changes
must also be in writing.


 


Please acknowledge your receipt of this offer
and agreement with the terms outlined above by signing the attached copy of
this letter and returning it to me.


 


I am sure you realize that this position
offers you the opportunity to enhance your already considerable skills. I am
certain you will find your new role challenging, rewarding and satisfying. We
look forward to having you on the Vertis, Inc. team.


 


	
  Sincerely,

  
	
   

  
	
  /S/ Donald E. Roland

  	
   

  
	
   

  Donald E. Roland

  
	
  President and Chief Executive Officer

  
	
   

  
	
   

  
	
  Acknowledged:

  	
  /S/ Joe M.
  Scott

  	
   

  
	
   

  
	
  Date:
  10/15/04