EXHIBIT 10.2


 


Vertis


 


 


Dean D. Durbin

President & Chief Financial Officer


 


PO Box 17102


Baltimore, MD 21297


250 West Pratt Street , 16th
Floor


Baltimore, MD 21201


D 410.361.8367 F


410.528.9287


ddurbin@vertIsinc.com


www.vortlslnc.com


 


January 11, 2005


 


Mr. Gary L. Sutula


915 Burnham Court


Aurora, Illinois, 60504


 


Dear Gary,


 


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, Chief Information
Executive. In that capacity, you will report to me. In brief, you will provide the technology vision and strategic leadership
for Vertis Inc. In concert with other key executive leaders, you will be the
technology thought-leader relative to the support of the growth and evolution
of the company’s business model and drive all elements of technology strategy
development and execution. You will also establish and manage related key
alliances, provide leadership and direction to the company’s technology
leadership team, and represent the company’s technology “face” in the
marketplace.


 


2.                    Your start date will be
mutually determined, however we are hoping that you will be able to join us
within four weeks from today,


 


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


 


4.                    Your starting base
salary will be $240,000 annualized. This will be distributed in an amount of
$9,230,76 bi-weekly on Fridays.


 


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


 


6.                    You will be eligible to
participate in the company’s Executive Incentive Plan (EIP) with a target payout
of 40% of your base salary. Your participation is in accordance with the terms
and conditions of the Plan.


 


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.                    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.


 


	
   

  	
  

  The center of targeted

  advertising and marketing”

  



 





















 


9.                    To assist you and your family transition to
the Maryland area, the company will provide
you with a program of comprehensive relocation benefits in accordance
with the terms of our Executive Relocation Policy.


 


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


 


11,              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.


 


12.              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.


 


13.              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.


 


14.              Additionally, we require post-offer
controlled substance tests prior to the beginning of your employment with
Vertis, Inc. Therefore; this offer is contingent upon the laboratory results.
Please refer to the enclosed information for
details concerning our testing procedures. A list of locations where the drug
test is to be conducted can be found at www.questdiagnostic.com. Please see the
enclosed drug consent form, and a forensic drug testing custody and control form. Your start date will be confirmed
once your test results have been received.


 


15.               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/
  Dean D. Durbin

  	
   

  	
   

  
	
   

  Dean
  D. Durbin

  	
   

  
	
  President
  & Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
  Acknowledged:

  	
   

  
	
   

  	
   

  
	
  /S/
  Gary Sutula

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:  January
  13, 2005