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- S-4 Registration of securities issued in business combination transactions
- 3.1 Certificate of Incorporation of SGS International, Inc.
- 3.2 By-laws of SGS International, Inc. Adopted on November 8, 2005
- 4.3 Indenture Dated As of December 30, 2005
- 4.6 Supplemental Indenture, Dated April __, 2006
- 4.7 Registration Rights Agreement, Dated As of December 30, 2005
- 5.1 Opinion of Dechert LLP As to the Legality of the Securities to Be Issued
- 9.1 Stockholder Agreement, Dated As If December 30, 2005
- 10.1 Acquisition Agreement Dated As of November 11, 2005
- 10.2 First Amendment to the Acquisition Agreement Dated As of December 30, 2005
- 10.3 Transition Services Agreement Dated As of December 31, 2005
- 10.7 Credit Agreement, Dated As of December 30, 2005
- 10.8 First Amendment to Credit Agreement
- 10.9 Security Agreement, Dated As of December 30, 2005
- 10.10 Canadian Security Agreement, Dated As of December 30, 2005
- 10.11 Debenture Dated As of December 30, 2005
- 10.12 Employment Agreement, Dated December 30, 2005
- 10.13 Amendment, Dated As of January 15, 2006, to Employment Agreement
- 10.14 Supplemental Pension Agreement, Dated As of April 6, 1999
- 10.15 Employment Agreement, Dated As of December 30, 2005
- 10.16 Amendment, Dated As of January 15, 2006, to Employment Agreement
- 10.17 Agreement, Dated As of June 23, 2003, Regarding Reimbursement
- 10.18 Loan Agreement Dated June 30, 2004
- 10.19 First Amendment to Loan Agreement Dated September 14, 2004
- 10.20 Second Amendment to Loan Agreement Dated August 18, 2005
- 10.21 Promissory Note for $3,100,000 Dated June 30, 2004
- 10.22 Employment Agreement, Dated January 27, 2006
- 10.23 Amended and Restated Shareholders' Agreement, Dated June 30, 2004
- 10.24 First Amendment to the Amended and Retated Sharholders' Agreement
- 10.25 Second Amendment to the Amended and Restated Shareholders' Agreement
- 10.26 Stock Purchase Agreement, Dated June 30, 2004
- 10.27 First Amendment to the Stock Purchase Agreement, Dated August 18, 2005
- 10.28 Stock Purchase Agreement, Dated November 4, 2005
- 10.29 Advisory Agreement Between SGS International, Inc. and CVC Management LLC
- 10.30 Deed of Lease Dated As of April 2005
- 10.32 Employement Agreement, Dated As of April 10, 2006
- 10.33 Third Amendment to Loan Agreement
- 12.1 Statement Regarding the Computation of Ration of Earnings to Fixed Charges
- 21.1 Subsidiaries of SGS International, Inc.
- 23.2 Consent of Pricewaterhousecoopers LLP.
- 23.3 Consent of Pricewaterhousecoopers LLP.
- 24.1 Power of Attorney
- 24.2 Power of Attorney
- 25.1 State of Eligibility of Wells Fargo Bank
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Letter to the Holders of SGS International, Inc.
- 99.4 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
- 99.5 Form of Letter to Clients
- 99.6 Guidelines for Certification of Taxpayer Identification Number
- 17 Apr 08 Registration of securities issued in business combination transactions (amended)
- 28 Mar 08 Registration of securities issued in business combination transactions
- 23 Jun 06 Registration of securities issued in business combination transactions (amended)
- 5 May 06 Registration of securities issued in business combination transactions
Exhibit 10.17
June 11, 2003
Luca Naccarato
2808 Mockingbird Court
Prospect, KY 40059
Dear Luke,
In consideration for your continued employment with Southern Graphic Systems, this will confirm Southern Graphic Systems agreements with you with respect to the flexibility you require as a result of your special needs child Franke, who has the progressive disease Rhettes Syndrome. This agreement also reflects the organizations desire for you to complete a degree program at an accredited university. This degree should be a H.S. in Business Administration or its equivalent. The B.U. President of Southern Graphic Systems will approve the equivalent in advance. The purpose of this investment is to better prepare you for upward mobility with SGS and/or Alcoa.
Agreement
• | Southern Graphic Systems to pay for degree program from accredited university in accordance with the attached Alcoa Tuition Assistance Program, B.S. in Business Administration or its equivalent. |
• | Move family from Louisville to Toronto (Alcoa moving package). This move may occur between October 2003 and December 2007. |
• | Your primary office will be located at Southern Graphic Systems, Brampton, Ontario, facility. When in Louisville, Southern Graphic Systems will provide a hotel room with a kitchenette at a Marriott Residence Inn or its equivalent. While staying in Louisville you will be expected to pay for your personal meals and other personal expenses. All other costs will be in accordance with Alcoa’s travel policies. |
Luke, nothing in this letter should be construed to confer on you the right to remain an officer or an employee to Southern Graphic Systems.
Very truly yours, |
Hank R. Baughman |
President |
Robert Tanner |
VP Human Resource |
Hugh Williams |
V. P. Finance |
hrb/plt | Corporate Office: | |
2823 South Floyd St. / Louisville, KY 40209-1821 | ||
P.O.Box 32640 / Louisville, KY 40232 | ||
(502) 637-5443 / FAX: (502) 634-5298 |