EX-10.19






Exhibit 10.19




	 	 	 
	 

	 	Bowne & Co., Inc.
	 

	 	55 Water Street
	 

	 	New York, NY 10041
	 

	 	212/658-5803
	 

	 	Email: susan.cummiskey@bowne.com

	 

	 	Fax: 212/658-5814






	 	 	 
	 

	 	Susan W. Cummiskey
	 

	 	Senior Vice President, Human
Resources











	 	 	 
	 

	 	December 18, 2008






Mr. Carl
J. Crosetto

824 Stonewall Court

Franklin Lakes, NJ 07417




Re: Consulting Agreement




Dear Carl:



This letter agreement is in confirmation of your consulting agreement with Bowne &
Co., Inc. (together with its subsidiaries and affiliates “Bowne”). If the terms meet
your approval please sign and return a copy of this letter agreement to me.





	 	1.	 	Term: January 1, 2009 to December 31, 2010 (the “Consulting Term”).
	 
	 	2.	 	Compensation:






	 	a.	 	$ 255,000 annual consulting fee in lieu of
Board of Director retainers and fees and for services rendered. The
fees are payable monthly upon invoice. We anticipate that you will
provide 1 to 2 days of services per week during the Consulting Term.
	 
	 	b.	 	Reimbursement of reasonable business related expenses.
	 
	 	c.	 	You will be indemnified in connection with your
duties under this Agreement and for your participation as a member of
Bowne’s Board of Directors to the same extent as Bowne’s executives and
other board members.
	 
	 	d.	 	You will be an independent contractor, and
thus will not be entitled to continued active participation in
Bowne’s employee benefit plans.






	 	3.	 	Duties:





 









 





Carl J. Crosetto

Page 2 of 3





	 	a.	 	Continue as a member of the Board of Directors of Bowne.
	 
	 	b.	 	Assist in securing of new customers and the retention of
existing customers by continuing relationships with key individuals.
	 
	 	c.	 	Provide coaching and mentoring to members of Bowne’s senior
management team.
	 
	 	d.	 	Participate in cross selling of Bowne’s new services.
	 
	 	e.	 	Assist in the analysis of potential acquisitions or
divestitures and the integration of organizations after an acquisition.
	 
	 	f.	 	Any other projects that are mutually agreed upon between you and
David Shea.






	 	4.	 	Reports: You will provide periodic status reports to David Shea.
	 
	 	5.	 	Confidential Information: You agree that you will not at any time, whether during or
after the Consulting Term, disclose to any person or entity any Bowne confidential
information or trade secrets without the prior written authorization of Bowne.
	 
	 	6.	 	Non-Compete and Non Solicitation of Employees:






	 	a.	 	You agree that during the Consulting Term and for a period of
twelve months thereafter, you will not, directly or indirectly:






	 	i.	 	disclose to any person information which, whether
or not Bowne confidential information, would be beneficial to a competitor
of Bowne;
	 
	 	ii.	 	make or hold investments in the aggregate of more than one percent (1%) of
the capital of a competing business either in the form of a stock purchase,
contribution to capital, loan or any other form, or any combination of the
foregoing;
	 
	 	iii.	 	render or give advice or assistance to a competing business
whether as an employee or consultant or otherwise;
	 
	 	iv.	 	become an officer or director of a corporation or member of a partnership
or trustee of a trust which conducts, by itself or through one or more
subsidiaries, a competing business or become an employee of such corporation,
partnership, trust, or business;
	 
	 	v.	 	on behalf of any other person or entity contact or solicit any former or
current client of Bowne for which you were directly or indirectly responsible
with the purpose of providing or offering to provide any services which compete
with services provided by Bowne;
	 
	 	vi.	 	on behalf of any other person or entity, solicit or
encourage any current employee to leave the employment of Bowne or hire a
former employee within six (6) months of their having left Bowne’s
employment.






Clauses (ii) and (iv) of the foregoing non-competition provisions shall only apply
to lines of business in which Bowne is engaged as of the date hereof, and shall not
apply to new lines of business engaged in by Bowne subsequent to the date hereof.



 









 





Carl J, Crosetto

Page 3 of 3





	 	b.	 	You acknowledge and agree that Bowne’s remedies for a breach or
threatened breach of any of the provisions of Section 5 or Section 6 of this
agreement would be inadequate and Bowne would suffer irreparable damages as a
result of such breach or threatened breach. In recognition of this fact, you agree
that, in the event of such a breach or threatened breach, in addition to any
remedies at law, Bowne, without posting any bond, shall be entitled to obtain
equitable relief in the form of specific performance.




You have been an integral part of Bowne for more than 30 years. We appreciate your willingness to
consult and share your expertise.




Sincerely,




	 	 
	/s/ Susan W. Cummiskey
	 
	 	 
	Susan W. Cummiskey

Senior Vice President, Human Resources
	 








	 	 	 
	 

	 	Agreed and
Accepted:
	 
	 	 
	 

	 	/s/ Carl J. Crosetto
	 

	 	 
	 

	 	Carl J. Crosetto