ENTITLED TO RECEIVE, AND
RECEIVES, ANY REFUND WITH RESPECT TO SUCH CLAIM, EXECUTIVE SHALL (SUBJECT TO
CGX'S COMPLYING WITH THE REQUIREMENTS OF THIS SECTION 16) PROMPTLY PAY TO CGX
THE AMOUNT OF SUCH REFUND (TOGETHER WITH ANY INTEREST PAID OR CREDITED THEREON
AFTER TAXES APPLICABLE THERETO).
IF, AFTER THE RECEIPT BY EXECUTIVE OF ANY
AMOUNT ADVANCED BY CGX PURSUANT TO SECTION 16, A DETERMINATION IS MADE THAT
EXECUTIVE SHALL NOT BE ENTITLED TO ANY REFUND WITH RESPECT TO SUCH CLAIM AND CGX
DOES NOT NOTIFY EXECUTIVE IN WRITING OF ITS INTENT TO CONTEST SUCH DENIAL OF
REFUND PRIOR TO THE EXPIRATION OF THIRTY (30) DAYS AFTER SUCH DETERMINATION,
THEN SUCH ADVANCE SHALL BE FORGIVEN AND SHALL NOT BE REQUIRED TO BE REPAID AND
THE AMOUNT OF SUCH ADVANCE SHALL OFFSET, TO THE EXTENT THEREOF, THE AMOUNT OF
GROSS-UP PAYMENT REQUIRED TO BE PAID.
17.
DEFINITIONS.
AS USED IN THIS AGREEMENT, TERMS DEFINED IN THE
PREAMBLE AND RECITALS OF OR ELSEWHERE IN THIS AGREEMENT SHALL HAVE THE MEANINGS
SET FORTH THEREIN AND THE FOLLOWING TERMS SHALL HAVE THE MEANINGS SET FORTH
BELOW:
(A)
AFFILIATE OR AFFILIATES SHALL MEAN AND REFER TO ANY DIRECT OR
INDIRECT SUBSIDIARIES OF CGX, OR ANY OTHER ENTITY OR ENTITIES THROUGH WHICH CGX
OR ANY SUBSIDIARY OF CGX MAY CONDUCT CGX'S LINE OF BUSINESS.
(B)
CAUSE SHALL MEAN AND INCLUDE WITHOUT LIMITATION (I) THE INABILITY
OF EXECUTIVE TO PERFORM HIS DUTIES HEREUNDER DUE TO A LEGAL IMPEDIMENT,
INCLUDING WITHOUT LIMITATION, THE ENTRY AGAINST EXECUTIVE OF AN INJUNCTION,
RESTRAINING ORDER OR OTHER TYPE OF JUDICIAL JUDGMENT, DECREE OR ORDER WHICH
WOULD PREVENT OR HINDER EXECUTIVE FROM PERFORMING HIS DUTIES; (II) THE WILLFUL
FAILURE BY EXECUTIVE TO FOLLOW MATERIAL CGX POLICIES OR THE WILLFUL DISREGARD OF
THE REASONABLE AND MATERIAL INSTRUCTIONS OF THE BOARD OF DIRECTORS WITH RESPECT
TO THE PERFORMANCE OF EXECUTIVE'S DUTIES, OTHER THAN ANY FAILURE NOT OCCURRING
IN BAD FAITH THAT IS REMEDIED BY EXECUTIVE PROMPTLY AFTER RECEIPT OF NOTICE
THEREOF FROM CGX; (III) EXCESSIVE ABSENTEEISM, FLAGRANT NEGLECT OF WORK, SERIOUS
MISCONDUCT, CONVICTION OF A FELONY OR FRAUD; OR (IV) THE FAILURE OF EXECUTIVE TO
DEVOTE SUBSTANTIALLY ALL OF HIS FULL WORKING TIME AND ATTENTION TO PERFORMANCE
OF HIS DUTIES FOR CGX.
(C)
CHANGE IN CONTROL AGREEMENT SHALL MEAN THAT CERTAIN EMPLOYMENT AND
CHANGE IN CONTROL AGREEMENT DATED JULY 25, 2000, AS AMENDED ON FEBRUARY 13,
2006, BETWEEN CGX AND EXECUTIVE.
(D)
CGX'S LINE OF BUSINESS SHALL MEAN GENERAL COMMERCIAL PRINTING
SERVICES, INCLUDING DIGITAL IMAGING, OFFSET LITHOGRAPHY, COMPOSITION, ELECTRONIC
PREPRESS, BINDING AND FINISHING SERVICES, FULFILLMENT OF PRINTED MATERIALS AND
INCLUDES ANY PRODUCTS OR SERVICES MANUFACTURED, DEVELOPED OR DISTRIBUTED,
INCLUDING ELECTRONIC PRODUCTS AND SERVICES, AT ANY TIME BY CGX AND/OR THE
AFFILIATES BEFORE OR AFTER THE EFFECTIVE DATE.
(E)
CGX'S MARKET SHALL MEAN THE UNITED STATES;
(F)
COMPETITIVE BUSINESS SHALL MEAN ANY PERSON OR ENTITY ENGAGED IN A
BUSINESS THAT PRODUCES ANY OF THE PRODUCTS OR PERFORMS ANY OF THE SERVICES
COMPRISING CGX'S LINE OF BUSINESS.
(G)
CONFIDENTIAL INFORMATION SHALL MEAN TRADE SECRETS, CUSTOMER AND
SUPPLIER