Exhibit
10.16


 


March 29, 2006


 


VIA
OVERNIGHT MAIL DELIVERY


 


Donald Roland


 


c/o          David
Rodman Cohan, Esq.


Cohan &
West, P.C.


201 N. Charles
St.


Suite 2404


Baltimore, MD  21201


 


Re:  Transition
Arrangements


 


Dear Don:


 


This letter (the “Letter Agreement”)
confirms our legally binding agreement concerning your amicable change of
position to Non-Executive Chairman from Chairman and Chief Executive Officer of
Vertis Holdings, Inc. and Vertis, Inc. and its subsidiaries (referred
to collectively as “Vertis”) for the
period from March 1, 2006 to March 31, 2008, and the special benefits
that are being offered to you in order to ensure a smooth transition.


 


1.             Resignation
as Chairman and CEO.   Effective
immediately, you are leaving your position as Chairman and Chief Executive
Officer of Vertis and all other executive directorships and officer positions
which you currently hold with Vertis. 
Simultaneously, you will assume the position of Non-Executive Chairman
of the Board of Directors of Vertis, Inc. and Vertis Holdings, Inc.


 


2.             Employment Status.   Your
employment with Vertis will continue, in the capacity of Non-Executive Chairman
and employee until March 31, 2008 (the “Transition
Period”), unless you or Vertis terminates your employment
earlier.  If Vertis terminates your
employment for Cause (as defined below), then, notwithstanding the foregoing
sentence, the Transition Period will end as of the date your employment is
terminated.  Except for a termination for
Cause, your rights to payments and benefits described herein shall remain in
effect until March 31, 2008.  If
requested by a majority of the members of the Board of Directors of Vertis, you
will resign your position as Non-Executive Chairman of the Board of


 


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Directors, but all of the other
benefits provided to you under the Letter Agreement will still be
retained.  For purposes of this Letter
Agreement, “Cause” means (a) gross negligence or willful misconduct by you
in connection with the performance of your duties hereunder that is materially
injurious to Vertis, monetarily or otherwise, (b) your conviction by a
court of competent jurisdiction for felony criminal conduct or (c) your
material violation of the provisions of Section 10 of this Letter
Agreement, unless, in the case of clauses (a) or (c), the event
constituting Cause is curable and has been cured by you within ten business
days of your receipt of written notice from Vertis that an event constituting
Cause has occurred and specifying in reasonable detail the actions required to
effect a cure.


 


3.             Duties.  During
your continued employment with Vertis, you will report to the Board of
Directors of Vertis acting by a majority of the Board.  During the Transition Period, you will not be
authorized to perform any work or functions on behalf of Vertis except as
specifically approved by the Chief Executive Officer or the Board and with
respect to which assignments you and the Chief Executive Officer mutually
agree; provided that your consent may not be withheld unreasonably.  Specifically, you will not be involved in the
day to day operations of Vertis, but rather your efforts will exclusively be
dedicated to recommending growth opportunities and innovations for Vertis’
consideration.


 


4.             Compensation, Benefits and
Outplacement.   In consideration of your entering
into this Letter Agreement and as consideration for the general releases
included in Section 15 and the other obligations under this Letter
Agreement, including your continued services to be rendered as an employee,
Vertis will provide you with the following compensation and benefits.  Vertis will pay you during the Transition
Period, in accordance with Vertis’ regular payroll practice for its senior
executives, an annual base salary of $650,000 (the “Annual Base
Salary”).  During the
Transition Period, except as provided below, you shall continue to be eligible
to participate in all retirement, health and welfare benefit plans of Vertis
(including any medical, prescription, dental, disability, life insurance,
accidental death and travel accident insurance plans and programs maintained by
Vertis) or, in the discretion of Vertis, to have substantially equivalent
coverage provided under an alternative arrangement, 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 Vertis.  Notwithstanding the immediately preceding
sentence, your participation in the Vertis Supplemental Executive Retirement
Plan (the “SERP”) will cease as of March 1,
2006, in accordance with Vertis Retirement Committee action taken under SERP Section 2.1(c).  You understand that the Retirement Committee
interprets the SERP to provide that your “Final Average Compensation” used in
calculating your SERP Benefit is determined using your “Compensation” for
calendar years 2001, 2002, 2003, 2004 and 2005, and you agree that this
interpretation applies to calculating your SERP Benefit.  (See attached exhibits


 


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regarding SERP calculations and
election rights.)  You (and, as
applicable, your eligible dependents) will be entitled to elect healthcare
continuation coverage (“COBRA”) in
accordance with the provisions of Section 4980B of the Internal Revenue
Code of 1986, as amended, when your employment with Vertis terminates.  Vertis shall pay the cost of providing you
with outplacement services, up to a maximum of $32,500 provided that such
services are (a) utilized by you starting six (6) months from March 1,
2006 and ending two (2) years from the start date and (b) provided by
a recognized outplacement provider.  Such
payment shall be made by Vertis directly to the service provider promptly
following the provision of such services and the presentation to Vertis of
documentation of the provision of such services.


 


5.             Reimbursement of Business
Expenses.    During the
Transition Period, Vertis will reimburse you for ordinary and necessary,
pre-approved business expenses incurred by you in the performance of your
duties in accordance with Vertis’ usual policies and subject to your
substantiation of such expenses.


 


6.             Equity Interests.  You
are a party to those certain agreements with Vertis
known as the Amended and Restated Retained Share Agreement and the Amended and
Restated Management Subscription Agreement, each dated as of August 31,
2003 (collectively, the “Retained Equity Agreements”)
and that certain Restricted Stock Agreement dated effective as of May 20,
2004 (the “Restricted Stock Agreement”), under
which you are the beneficial owner of an equity stake in Vertis.  By execution of this Letter Agreement, you
agree to forfeit to Vertis, effective immediately, the shares of common stock
of Vertis that are subject to the Restricted Stock Agreement.  In consideration of your forfeiture of such
shares under the Restricted Stock Agreement, Vertis hereby forever waives its
call rights (exclusive of any drag-along rights, which shall continue to be in
effect) against the shares of common stock that are subject to the Retained
Equity Agreements and agrees to take all actions necessary to amend the
Retained Equity Agreements to provide for the continuation beyond your
termination of employment with Vertis for any reason of the pre-IPO tag-along
rights that you (or, as applicable, your estate) enjoy with respect to the
shares subject to the Retained Equity Agreements.


 


7.             Death or Disability.  In
the event that you die or are permanently disabled before March 31, 2008,
your employment with Vertis will automatically terminate upon your death or
permanent disability if not earlier terminated and Vertis will pay to you or
your estate, as applicable, the Annual Base Salary for, and over the remaining
balance of, the Transition Period, less applicable withholding taxes.  Such payments will be made at the same time
and in the same increments as were being made during your employment.  Notwithstanding anything in this Section 7
to the contrary, in the event you become permanently disabled, the amount of
Annual Base Salary that Vertis will pay to you each


 


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month during the balance of the Transition Period will be offset by any
disability income benefit to which you are entitled for such month under a
short-term or long-term disability plan or alternative arrangement provided by
Vertis.


 


8.             Change in Control or
Liquidity Event.


 


(a)           In the event that on
or before June 29, 2006, which is the 120th day following March 1,
2006, a Change in Control (as defined herein) shall occur or on or before June 29,
2006 an agreement is executed, the consummation of which would result in a
Change in Control, Vertis will pay to you, in a lump sum cash payment upon the
closing of the transaction constituting such Change in Control or as soon as practicable
thereafter, $650,000 less applicable taxes. 
Such amount shall be in addition to, and not in lieu of, other payments
and benefits payable to you during the Transition Period.


 


(b)           For purposes of this
Letter Agreement, a “Change in Control” shall be deemed to have occurred on the
first date after this Letter Agreement becomes effective 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 Vertis, Inc. constituting fifty percent (50%) or more of the combined
voting power of the securities of Vertis, Inc., (2) any Person shall
acquire all or substantially all of the assets of Vertis, Inc. 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 of Directors
of Vertis, Inc.  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) Vertis Holdings, Inc., 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 Vertis, Inc. 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 Vertis, Inc. or the ability to appoint or elect directors of Vertis, Inc.
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 Vertis, Inc. 
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


 


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of Vertis, Inc.
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 Vertis, Inc.  Notwithstanding the foregoing, a Change in
Control shall be deemed to have occurred on the date when the Designated
Investors together with the senior management of Vertis, Inc. (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
Vertis, Inc.


 


9.             Accrued
Benefits.   Upon your termination
of employment with Vertis for any reason, in addition to any other amounts and
benefits provided for in this Letter Agreement, you (and your beneficiaries and
dependents, as applicable) shall be entitled to receive all vested benefits
under Vertis’ benefit plans, policies and programs in which you participated,
in accordance with the terms of such plans, policies and programs (except to
the extent that such benefits are duplicative of benefits provided for in this
Letter Agreement).


 


10.          Confidentiality;
Competition; Solicitation; Intellectual Property; Return of Property.


 


(a)           Throughout your
employment with Vertis, you have been privy to Vertis’ confidential and
proprietary business information, including customer information, business
plans, strategic plans, marketing strategies, financial, tax and performance
information, and other information about the present and proposed business of
Vertis.  Accordingly, you acknowledge and
affirm your continuing obligation to keep confidential and hold in a fiduciary
capacity for the benefit of Vertis any and all secret or confidential
information, knowledge or data relating to Vertis or any of its predecessors or
affiliated companies and their respective businesses that you obtain or have
obtained during your employment by Vertis or any of its predecessors or
affiliated companies and that is not public knowledge (other than as a result
of your violation of your obligations to Vertis, including those set forth
herein) (“Confidential Information”).  You shall not communicate, divulge or
disseminate Confidential Information at any time during or after your
employment with Vertis, except with the prior written consent of the Chief
Executive Officer of Vertis or as otherwise required by law or legal process
(of which you have delivered to the Chief Executive Officer of Vertis prompt
prior notice).


 


(b)           During your
employment with Vertis and for a period of two years after the termination of
your employment with Vertis for any reason, you shall not, without the prior
written consent of the Chief


 


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Executive Officer of Vertis, 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 your knowledge, contemplated by Vertis or any of
its subsidiaries now, at any time during the Transition Period, or on the date
that your employment terminates.  Nothing
herein will prohibit you from acquiring or holding not more than one percent of
any class of publicly traded securities of any business.


 


(c)           During your
employment with Vertis and for a period of two years after the termination of
your employment for any reason, you shall not, directly or indirectly: (i) solicit
or accept business from any customer of Vertis or prospective customer being
actively pursued by Vertis, to the extent such business involves products or
services that are competitive with those offered by Vertis; (ii) solicit,
encourage, or attempt to cause any customer, supplier or contractor of Vertis,
or any prospective customer, supplier or contractor being actively pursued by
Vertis, to terminate, reduce or otherwise adversely modify any business
relationship with Vertis or not to proceed with, or enter into, any business
relationship with Vertis; or (iii) otherwise interfere with or damage (or
attempt to interfere with or damage) any business relationship between Vertis
and a customer, contractor or supplier.


 


(d)           Except as set forth
below, during your employment with Vertis and for a period of two years after
the termination of your employment with Vertis, you shall not, without the
prior written consent of the Chief Executive Officer of Vertis, directly or
indirectly, hire any person who was employed by Vertis 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 Vertis and its subsidiaries or affiliates, to terminate such
relationship or to refrain from extending or renewing the same.


 


(e)           You
agree that during your employment with Vertis and continuing after the termination of your employment for
any reason, you will not communicate or make or cause, directly or indirectly, any other person or entity to communicate
or make, any  derogatory or disparaging statements about Vertis, its products or services, or any of its current
or former officers or employees.


 


(f)            You agree that the
restrictions set forth in this Section 10 are reasonable and necessary to
protect the legal interests of Vertis. 
Your obligations under this Section 10 shall survive any breach of
this Agreement or any other obligation by Vertis, and any breach by Vertis


 


6

















 


shall not in
any way alter or relieve your obligations under this Section 10.  If you breach any of the restrictions in this
Section 10, then in addition to any other damages or relief to which
Vertis may be entitled, Vertis shall be relieved of the obligation to make any
further payments to you under this Agreement, provided, however, that if
Executive shall dispute that such breach shall have occurred, Vertis shall immediately
commence an action for a declaratory judgment or other appropriate action to
determine this issue and shall make all payments as and when due into the court
to be held by the clerk of court in accordance with Maryland Rule 16-303.
Executive shall agree to the entry of an appropriate order of court respecting
such payments, which shall continue until the issue whether Executive shall
have breached this Section 10 shall have been fully adjudicated, all
rights of appeal having been exhausted, upon which the monies shall be released
to the party determined by the court to be entitled to them.  You acknowledge that a violation of any of
the covenants contained in this Section 10 will cause immediate and
irreparable injury to Vertis, for which injury there is no adequate remedy at
law, and you further agree that, in addition to any other legal or equitable
relief, Vertis 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 Letter 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.  The prevailing party
in any action to enforce this Section 10 or remedy a breach shall be
entitled to recover from the non-prevailing party the expenses, including
reasonable attorneys’ fees, incurred in the action, in addition to any other
relief awarded by the court.


 


(g)           You agree that any
and all intellectual property developed within the scope of employment or
relating to Vertis’ 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 you or others, shall remain the sole and exclusive
property of Vertis.


 


(h)           Since this Transition Period is
designed to provide you the ability to explore alternatives, as long as you do
not engage in any activities prohibited by Section 10, you shall have the
absolute right to engage in any and all business or charitable activities that
you elect to perform.


 


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11.          Indemnification.   Except
to the extent inconsistent with Vertis’ certificate of incorporation or bylaws,
Vertis will indemnify you and hold you harmless to the fullest extent permitted
by law with respect to your service as an employee, officer and director of
Vertis and its subsidiaries, which indemnification shall be provided following
your termination of employment for so long as you may have liability with
respect to your service as an employee, officer or director of Vertis and its
subsidiaries.  You will be covered by a
directors’ and officers’ insurance policy with respect to your acts as an
officer and director to the same extent as all other Vertis officers and
directors under such policies.


 


12.          Dispute Resolution; Attorneys’ Fees.   Other
than with respect to Vertis’ right to obtain injunctive relief under Section 10
(which shall not be subject to the provisions of this Section 12), all
disputes arising under or related to the employment of you or the provisions of
this Letter 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.  Vertis will advance the payment of the
arbitrator’s fees and costs, but whichever party is not the prevailing party in
the arbitration shall ultimately be responsible for the payment of the
arbitrator’s fees and costs.  Each party
shall be responsible for the payment of its/his own attorneys’ fees, except to
the extent otherwise provided in this Letter Agreement.  Except as the Parties may otherwise agree,
the arbitration proceedings shall be conducted in private and shall not be open
to the public or anyone other than the Parties (which shall include authorized
representatives of Vertis), the Parties’ attorneys and witnesses.  Any arbitration award shall be kept private
and shall not be publicly disclosed, except to the extent that the Parties
otherwise agree, the Parties may be required by law to disclose or report the
arbitration award, or as may be necessary to enforce the arbitration award.


 


13.          Successors.


 


(a)           This Letter Agreement is personal to
you and without the prior written consent of Vertis, your rights under this
Letter Agreement shall not be assignable (except by will or the laws of descent
and distribution).  This Letter Agreement
shall inure to the benefit of and be enforceable by your legal representatives.


 


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(b)           This Letter Agreement shall inure to
the benefit of and be binding upon Vertis and its successors and assigns.


 


(c)           Vertis 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 Vertis expressly
to assume and agree to perform this Letter Agreement in the same manner and to
the same extent that Vertis would have been required to perform it if no such
succession had taken place.  As used in
this Letter Agreement, the term “Vertis” shall mean both Vertis as defined
above and any such successor.


 


14.          Miscellaneous.


 


(a)           The validity,
construction and effect of this Letter Agreement, and the rights of any and all
persons having or claiming to have any interest under this Letter Agreement,
shall be governed by and determined exclusively in accordance with the laws of
the State of Maryland, without regard to its provisions concerning the
applicability of laws of other jurisdictions. 
The parties to this Letter Agreement agree and submit to the personal
jurisdiction and venue of Baltimore, Maryland, with respect to the enforcement
of, and resolution of any dispute under, this Letter Agreement.  Notwithstanding the foregoing, the provisions
of the Retained Equity Agreements with respect to the governing law that
pertains to such agreements and the parties’ consent thereunder to personal
jurisdiction and venue shall continue to control for purposes of the subject
matter of the Retained Equity Agreements.


 


(b)           This Letter
Agreement may not be amended or modified except by a written agreement executed
by the parties hereto or their respective successors and legal
representatives.  The captions of this
Letter Agreement are not part of the provisions hereof and shall have no force
or effect.


 


(c)           All notices and
other communications under this Letter 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 you:

  
	
   

  
	
  Donald Roland

  



 


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  If to Vertis:

  
	
   

  
	
  Vertis Inc.

  
	
  250 W. Pratt
  Street,

  
	
  18th
  Floor Baltimore,

  
	
  Maryland
  21201

  
	
  Attention:
  Chief Legal Officer

  
	
   

  
	
  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 14(c).


 


(d)           Notwithstanding any other provision
of this Letter Agreement, the Company may withhold from amounts payable under
this Letter Agreement all federal, state, local and foreign taxes that are
required to be withheld by applicable laws or regulations.


 


(e)           Your or the Company’s failure to
insist upon strict compliance with any provisions of, or to assert any right
under, this Letter Agreement shall not be deemed to be a waiver of such
provision or right or of any other provision of or right under this Letter
Agreement.  No waiver of any of the terms
of this Letter Agreement will be valid unless in writing and signed by all
parties.


 


(f)            Except as set forth in this Section 14(f),
this Letter Agreement shall constitute the entire understanding of the parties
with respect to the subject matter herein and supersedes any other agreement or
other understanding, whether oral or written, express or implied, between
Vertis and you to the extent that such agreements or understandings contain
provisions addressed herein. 
Specifically, this Letter Agreement supersedes that certain Employment
Agreement, by and among Vertis, Inc., Vertis Holdings, Inc. and you,
dated and effective as of August 31, 2003, which employment agreement
shall be automatically canceled and become null and void upon this Letter
Agreement becoming effective.  For the
avoidance of doubt, this Letter Agreement shall not be construed to


 


10

















 


supersede the Retained Equity Agreements, but
such Retained Equity Agreements shall be modified to the extent specifically
set forth in Section 6 of this Letter Agreement.  You will not be entitled to any compensation,
remuneration, benefits or other payments, except as specifically provided in
this Agreement.


 


(g)           You are not required to seek other
employment or to attempt in any way to mitigate or reduce any amounts payable
to you by Vertis under this Letter Agreement.


 


(h)           This Letter Agreement may be executed
in several counterparts, each of which shall be deemed an original and all of
which together shall constitute but one and the same instrument.


 


(i)            All provisions of this Letter
Agreement are severable, and if any of them is determined to be invalid or
unenforceable for any reason, the remaining provisions and portions of this
Letter Agreement shall be unaffected thereby and shall remain in full force to
the fullest extent permitted by law.


 


15.          General
Release.  In keeping with our mutual
intent to provide for an amicable separation, for yourself and your heirs and
personal representatives, you hereby release and forever discharge Vertis, and
its parents, subsidiaries, affiliates, successors, benefit plans, directors,
officers, employees and shareholders (the “Vertis  Released Parties”), from and against all liability, damages,
actions and claims of any kind whatsoever, known and unknown, that you now have
or may have had, or hereafter claim to have, on behalf of yourself or any other
person or entity claiming through you, at any time, arising out of, or relating
in any way to, any acts or omissions done or occurring in whole or in part
prior to and including the date of this Letter Agreement, including, but not
limited to, all such matters arising out of, or related in any way to, your
employment or termination of employment with Vertis.  By this general release, you waive any right
to sue or otherwise assert against any of the Vertis Released Parties any
claim, including, but not limited to, any claim under Title VII of the Civil
Rights Act of 1964, as amended, the Americans With Disabilities Act, the Age
Discrimination In Employment Act, and all other federal, state and local laws
pertaining to employment and/or employment discrimination.  In addition, Vertis, hereby releases you,
your heirs personal representatives and estate, from and against all liability,
damages, actions and claims of any kind whatsoever, known and unknown, that
Vertis now has or may have had or hereafter claims to have had on behalf of
Vertis or any other Person claiming through Vertis at any time, arising out of
or relating in any way to any acts or omissions done or occurring in whole or in
part prior to and including the date of this Letter Agreement, including, but
not limited to all such matters of, or related in any way to Vertis’ employment
of you (the “Vertis Release”). The foregoing Vertis Release shall not


 


11

















 


apply, however, to any act or
omission with respect to which Vertis would not have the power to indemnify you
under the provisions of Section 145 of the Delaware General Corporation
Law regarding indemnification of corporate officers and directors.


 


*        *        *        *        *


 


Please read this Letter Agreement carefully and feel
free to consult with your own legal counsel if you so desire.  You may have up to twenty-one (21) days to
consider this final version of this Letter Agreement before signing it.  In addition, once you sign this Letter
Agreement, you will have seven (7) days within which to revoke this Letter
Agreement.  Any revocation must be in
writing and delivered to me within seven (7) days after you sign this
Letter Agreement.  This Letter Agreement
will not become effective until the seven-day revocation period has expired,
and you therefore will not receive any consideration under this Letter
Agreement until after the revocation period has expired, and all prior
agreements shall be unaffected until the seven-day revocation period has
expired.


 


If the foregoing terms are acceptable to you, please
confirm your agreement by signing your name below.  Your signature below will indicate that you
are entering into this Letter 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/ Donald Roland

  	
   

  
	
  Donald
  Roland

  



 


Date:  April 10,
2006


 


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