(the "Waiver Period"); provided, however, that
if any portion of the 90-day Period occurs during the Waiver Period, Holdings
shall have the right to exercise the Call Rights on or before the later of
(i) the 90th day following Executive's termination of service and
(ii) September 7, 2006.
Except as expressly set forth in the preceding
sentence, the Call Rights shall remain in full force and effect as provided in
the Stock Restriction and Repurchase Agreement and the Holdings Stock Purchase
Agreement.
C.
MISCELLANEOUS PROVISIONS
1.
EXECUTIVE'S UNDERTAKING.
EXECUTIVE HEREBY AGREES TO TAKE
WHATEVER ADDITIONAL ACTION AND EXECUTE WHATEVER ADDITIONAL DOCUMENTS THE
CORPORATION AND/OR HOLDINGS MAY DEEM NECESSARY OR ADVISABLE IN ORDER TO CARRY
OUT OR EFFECT ONE OR MORE OF THE OBLIGATIONS OR RESTRICTIONS IMPOSED ON
EXECUTIVE, HOLDINGS OR THE CORPORATION PURSUANT TO THE PROVISIONS OF THIS
AGREEMENT.
2.
AGREEMENT IS ENTIRE CONTRACT.
THIS AGREEMENT, ALONG WITH THE
STOCK RESTRICTION AND REPURCHASE AGREEMENT, THE HOLDINGS STOCK PURCHASE
AGREEMENT AND THE EMPLOYMENT AGREEMENT, CONSTITUTE THE ENTIRE CONTRACT BETWEEN
THE PARTIES HERETO WITH REGARD TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY
PRIOR CONTRACTS, AGREEMENTS OR UNDERSTANDING BETWEEN THE PARTIES WITH RESPECT TO
SUCH SUBJECT MATTER.
3.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT RESORT
TO THAT STATE'S CONFLICT-OF-LAWS RULES.
4.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING ON AND
INSURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS,
ASSIGNS, HEIRS AND LEGAL REPRESENTATIVES.
NOTWITHSTANDING THE FOREGOING,
NEITHER PARTY SHALL ASSIGN THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF
THE OTHER PARTIES.
5.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS,
EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL OF WHICH TOGETHER SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
3
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
indicated above.
PERRY JUDD'S INCORPORATED
Name:
Title:
Address:
575 West Madison Street
Waterloo, Wisconsin
53594
Attention:
Chairman
PERRY JUDD'S HOLDINGS, INC.
Name:
Title:
Address:
575 West Madison Street
Waterloo, Wisconsin
53594
Attention:
Chairman
CRAIG A. HUTCHISON
Address:
18 Chautauqua Trail
Madison, Wisconsin 53719