February 22, 1999
Mr. Joel S. Hughes
24 Hillington Drive
North Easton, MA 02356
Dear Joel:
New England Business Service, Inc., a Delaware corporation (the
"Company"), considers the establishment and maintenance of a sound
and vital management to be essential to protecting and enhancing the
best interests of the Company and its shareholders. In this
connection, the Company recognizes that, as is the case with many
publicly held corporations, the possibility of a change in control
may arise and that such possibility, and the uncertainty and
questions which it may raise among management, may result in the
departure or distraction of management personnel to the detriment of
the Company and its shareholders. Accordingly, the Board of
Directors of the Company (the "Board") has determined that
appropriate steps should be taken to reinforce and encourage the
continued attention and dedication of members of the Company's
management to their assigned duties without distraction in
circumstances arising from the possibility of a change in control of
the Company. In particular, the Board believes it important, should
the Company or its shareholders receive a proposal for transfer of
control of the Company, that you be able to assess and advise the
Board whether such proposal would be in the best interests of the
Company and its shareholders and to take such other action regarding
such proposal as the Board might determine to be appropriate, without
being influenced by the uncertainties of your own situation.
In order to induce you to remain in the employ of the
Company, this letter agreement, which has been approved by the Board,
sets forth the severance benefits which the Company agrees will be
provided to you in the event your employment with the Company is
terminated subsequent to a "change in control" of the Company under
the circumstances described below.
1. Agreement to Provide Services; Right to Terminate.
i) Except as otherwise provided in paragraph (ii) below, the
Company or you may terminate your employment at any time, subject to
the Company's providing the benefits hereinafter specified in
accordance with the terms hereof.
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(ii) In the event a tender offer or exchange offer is
made by a Person (as hereinafter defined) for more than 25% of the
combined voting power of the Company's outstanding securities
ordinarily having the right to vote at elections of directors
("Outstanding Company Voting Securities"), including shares of common
stock ($1.00 par value) of the Company (the "Stock"), you agree that
you will not leave the employ of the Company (other than as a result
of Disability or upon Retirement, as such terms are hereinafter
defined) and will render the services contemplated in the recitals to
this Agreement until such tender offer or exchange offer has been
abandoned or terminated or a change in control of the Company, as
defined in Section 3 hereof, has occurred. For purposes of this
Agreement, the term "Person" shall mean and include any individual,
corporation, partnership, group, association or other "person", as
such term is defined in Section 3(a)(9) and as used in Section 14(d)
of the Securities Exchange Act of 1934 (the "Exchange Act"), other
than the Company, a wholly owned subsidiary of the Company or any
employee benefit plan(s) sponsored by the Company or a subsidiary of
the Company.
2. Term of Agreement. This Agreement shall commence on
the date hereof and shall continue in effect until July 1, 2001;
provided, however, that this Agreement shall continue in effect for a
period of twenty-four (24) months after a change in control of the
Company, as defined in Section 3 hereof, if such change in control
shall have occurred during the term of this Agreement.
Notwithstanding anything in this Section 2 to the contrary, this
Agreement shall terminate if you or the Company terminate your
employment prior to a change in control of the Company as provided in
Section 1 (i) above.
3. Change in Control. For the purpose of this Agreement a "Change
in Control" shall mean:
(a) The acquisition by any Person of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 35% or more of either (i) the then outstanding shares of the Stock
or (ii) the combined voting power of the Outstanding Company Voting
Securities; provided, however, that the following acquisitions shall
not constitute a Change of Control: (A) any acquisition directly from
the Company (excluding an acquisition by virtue of the exercise of a
conversion privilege); (B) any acquisition by the Company or by any
corporation controlled by the Company; (C) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by
the Company or any corporation controlled by the Company; or (D) any
acquisition by any corporation pursuant to a consolidation or merger,
if, following such consolidation or merger, the conditions describe
in clauses (i), (ii) and (iii) of subsection (c) of this paragraph
are satisfied; or
(b) Individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") ceasing for any reason to constitute at
least a majority of the Board; provided, however, that any individual
becoming a director (other than a director designated by a Person who
has entered into an agreement within the Company to effect a
transaction described in clauses (a) or (c) of this Section)
subsequent to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a vote or
resolution of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office
occurs
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as a result of either an actual or threatened election contest (as
such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board;
or
(c) Adoption by the Board of a resolution approving an
agreement of consolidation of the Company with or merger of the
Company into another corporation or business entity in each case,
unless, following such consolidation or merger, (i) more than 60% of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such consolidation or merger and/or the
combined voting power of the then outstanding voting securities of
such corporation or business entity entitled to vote generally in the
election of directors (or other persons having the general power to
direct the affairs of such entity) is then beneficially owned,
directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Stock and Outstanding Company Voting Securities
immediately prior to such consolidation or merger in substantially
the same proportions as their ownership, immediately prior to such
consolidation or merger, of the Stock and Outstanding Company Voting
Securities, as the case may be, (ii) no Person (excluding the
Company, any employee benefit plan (or related trust) of the Company
or such corporation or other business entity resulting from such
consolidation or merger and any Person beneficially owning,
immediately prior to such consolidation or merger, directly or
indirectly, 35% or more of the Stock or Outstanding Company Voting
Securities, as the case may be) beneficially owns, directly or
indirectly, 35% or more of, respectively, the then outstanding shares
of common stock of the corporation resulting from such consolidation
or merger and/or the combined voting power of the then outstanding
voting securities of such corporation or business entity entitled to
vote generally in the election of its directors (or other persons
having the general power to direct the affairs of such entity) and
(iii) at least a majority of the members of the board of directors
(or other group of persons having the general power to direct the
affairs of the corporation or other business entity) resulting from
such consolidation or merger were members of the Incumbent Board at
the time of the execution of the initial agreement providing for such
consolidation or merger; provided, that any right to receive
compensation pursuant to Section 5 below which shall vest by reason
of the action of the Board pursuant to this subsection (c) shall be
divested upon (A) the rejection of such agreement of consolidation or
merger by the stockholders of the Company or (B) its abandonment by
either party thereto in accordance with its terms; or
(d) Adoption by the requisite majority of the whole Board, or
by the holders of such majority of stock of the Company as is
required by law or by the Certificate of Incorporation or By-Laws of
the Company as then in effect, of a resolution or consent authorizing
(i) the dissolution of the Company or (ii) the sale or other
disposition of all or substantially all of the assets of the Company,
other than to a corporation or other business entity with respect to
which, following the such sale or other disposition, (A) more than
60% of, respectively, the then outstanding shares of common stock of
such corporation and/or the combined voting power of the outstanding
voting securities of such corporation or other entity to vote
generally in the election of its directors (or other persons having
the general power to direct its affairs) is then beneficially owned,
directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Stock and Outstanding Company Voting Securities
immediately prior to such sale or other disposition in substantially
the same proportion as their ownership,
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immediately prior to such sale or other disposition, of the Stock
and/or Outstanding Company Voting Securities, as the case may be, (B)
no Person (excluding the Company and any employee benefit plan (or
related trust) of the Company or such corporation or other business
entity and any Person beneficially owning, immediately prior to such
sale or other disposition, directly or indirectly, 35% or more of the
Stock and/or Outstanding Company Voting Securities, as the case may
be) beneficially owns, directly or indirectly, 35% or more of,
respectively, the then outstanding shares of common stock of such
corporation and/or the combined voting power of the then outstanding
voting securities of such corporation or other business entity
entitled to vote generally in the election of directors (or other
persons having the general power to direct its affairs), and (C) at
least a majority of the members of the board of directors or group of
persons having the general power to direct the affairs of such
corporation or other entity were members of the Incumbent Board at
the time of the execution of the initial agreement of action of the
Board providing for such sale or other disposition of assets of the
Company; provided, that any right to receive compensation pursuant to
Section 5 below which shall vest by reason of the action of the Board
or the stockholders pursuant to this subsection shall be divested
upon the abandonment by the Company of such dissolution, or such sale
of or other disposition of assets, as the case may be.
Notwithstanding anything in the foregoing to the contrary, no change
in control shall be deemed to have occurred for purposes of this
Agreement by virtue of any transaction which results in you, or a
group of Persons which includes you, acquiring, directly or
indirectly, 35% or more of the combined voting power of the Company's
Outstanding Voting Securities.
4. Termination Following Change in Control. If any of the events
described in Section 3 hereof constituting a change in control of the
Company shall have occurred, you shall be entitled to the benefits
provided in section 5 hereof upon the termination of your employment
with the Company within twenty-four (24) months after such event,
unless such termination is (a) because of your death, (b) by the
Company for Cause, Disability or Retirement or (c) by you other than
for Good Reason (as all such capitalized terms are hereinafter
defined).
(i) Disability. Termination by the company of your
employment based on "Disability" shall mean termination because of
your absence from your duties with the Company on a full time basis
for one hundred twenty (120) consecutive days as a result of your
incapacity due to physical or mental illness, unless within thirty
(30) days after Notice of Termination (as hereinafter defined) is
given to you following such absence you shall have returned to the
full time performance of your duties.
(ii) Retirement. Termination by you or by the Company of your
employment based on "Retirement" shall mean termination on or after
your normal retirement date as defined in the Company's Pension Plan
(or any successor or substitute plan or plans of the Company put into
effect prior to a change in control) (the "Pension Plan").
(iii) Cause. Termination by the Company of your employment for
"Cause" shall mean termination upon (a) the willful and continued
failure by you to perform substantially your duties with the Company
(other than any such failure resulting from your incapacity due to
physical or mental illness) after a demand for substantial
performance is delivered to you by the
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Chairman of the Board or President of the Company which specifically
identifies the manner in which such executive believes that you have
not substantially performed your duties, or (b) the willful engaging
by you in illegal conduct which is materially and demonstrably
injurious to the Company. For purposes of this paragraph (iii), no
act, or failure to act, on your part shall be considered "willful"
unless done, or omitted to be done, by you without reasonable belief
that your action or omission was in, or not opposed to, the best
interests of the Company. Any act, or failure to act, based upon
authority given pursuant to a resolution duly adopted by the Board or
based upon the advice of counsel for the Company shall be
conclusively presumed to be done, or omitted to be done, by you in
good faith and in the best interests of the Company. It is also
expressly understood that your attention to matters not directly
related to the business of the Company shall not provide a basis for
termination for Cause so long as the Board has approved your
engagement in such activities. Notwithstanding the foregoing, you
shall not be deemed to have been terminated for Cause unless and
until there shall have been delivered to you a copy of a resolution
duly adopted by the affirmative vote of not less than twothirds of
the entire membership of the Board at a meeting of the Board called
and held for the purpose (after reasonable notice to you and an
opportunity for you, together with your counsel, to be heard before
the Board), finding that in the good faith opinion of the Board you
were guilty of the conduct set forth above in (a) or (b) of this
paragraph (iii) and specifying the particulars thereof in detail.
(iv) Good Reason. Termination by you of your employment for
"Good Reason" shall mean termination based on:
(A) a determination by you, in your reasonable judgment, that
there has been an adverse change in your status or position(s) as an
officer of the Company as in effect immediately prior to the change
in control, including, without limitation, any adverse change in your
status or position as a result of a diminution in your duties or
responsibilities (other than, if applicable, any such change directly
attributable to the fact that the Company is no longer publicly
owned) or the assignment to you of any duties or responsibilities
which are inconsistent with such status or position(s), or any
removal of you from or any failure to reappoint or reelect you to
such position(s) (except in connection with the termination of your
employment for Cause, Disability or Retirement or as a result of your
death or by you other than for Good Reason);
(B) a reduction by the Company in your base salary as in effect
immediately prior to the change in control;
(C) the failure by the Company to continue in effect any Plan
(as hereinafter defined, excluding any stock option plan) in which
you are participating at the time of the change in control of the
Company (or Plans providing you with at least substantially similar
benefits) other than as a result of the normal expiration of any such
Plan in accordance with its terms as in effect at the time of the
change in control, or the taking of any action, or the failure to
act, by the Company which would adversely affect your continued
participation in any of such Plans on at least as favorable a basis
to you as is the case on the date of the change in control or which
would materially reduce your benefits in the future under any of such
Plans or deprive you of any material benefit enjoyed by you at the
time of the change in control;
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(D) the failure by the Company to provide and credit you with
the number of paid vacation days to which you are then entitled in
accordance with the Company's normal vacation policy as in effect
immediately prior to the change in control;
(E) the Company's requiring you to be based at an office that
is greater than 50 miles from where your office is located
immediately prior to the change in control except for required travel
on the Company's business to an extent substantially consistent with
the business travel obligations which you undertook on behalf of the
Company prior to the change in control;
(F) the failure by the Company to obtain from any Successor (as
hereinafter defined) the assent to this Agreement contemplated by
Section 6 hereof;
(G) any purported termination by the Company of your employment
which is not effected pursuant to a Notice of Termination satisfying
the requirements of paragraph (v) below (and, if applicable,
paragraph (iii) above); and for purposes of this Agreement, no such
purported termination shall be effective; or
(H) any refusal by the Company to continue to allow you to
attend to matters or engage in activities not directly related to the
business of the Company which, prior to the change in control, you
were permitted by the Board to attend to or engage in.
For purposes of this Agreement, "Plan" shall mean any compensation
plan such as an incentive, stock option or restricted stock plan or
any employee benefit plan such as a thrift, pension, profit sharing,
medical, disability, accident, life insurance plan or a relocation
plan or policy or any other plan, program or policy of the Company
intended to benefit employees.
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(v) Notice of Termination. Any purported termination by the
Company or by you following a change in control shall be communicated
by written Notice of Termination to the other party hereto. For
purposes of this Agreement, a "Notice of Termination" shall mean a
notice which shall indicate the specific termination provision in
this Agreement relied upon.
(vi) Date of Termination. "Date of Termination" following a
change in control shall mean (a) if your employment is to be
terminated for Disability, thirty (30) days after Notice of
Termination is given (provided that you shall not have returned to
the performance of your duties on a full-time basis during such
thirty (30) day period), (b) if your employment is to be terminated
by the Company for Cause or by you pursuant to Sections 4 (iv) (F)
and 6 hereof or for any other Good Reason, the date specified in the
Notice of Termination, or (c) if your employment is to be terminated
by the Company for any reason other than Cause, the date specified in
the Notice of Termination, which in no event shall be a date earlier
than ninety (90) days after the date on which a Notice of Termination
is given, unless an earlier date has been expressly agreed to by you
in writing either in advance of, or after, receiving such Notice of
Termination. In the case of termination by the Company of your
employment for Cause, if you have not previously expressly agreed in
writing to the termination, then within thirty (30) days after
receipt by you of the Notice of Termination with respect thereto, you
may notify the Company that a dispute exists concerning the
termination, in which event the Date of Termination shall be the date
set either by mutual written agreement of the parties or by the
arbitrators in a proceeding as provided in Section 13 hereof. During
the pendency of any such dispute, the Company will continue to pay
you your full compensation in effect just prior to the time the
Notice of Termination is given (or, if higher, as in effect
immediately prior to the change in control) and until the dispute is
resolved in accordance with Section 13.
5. Compensation Upon Termination or During Disability; other
Agreements.
(i) During any period following a change in control of the
Company that you fail to perform your duties as a result of
incapacity due to physical or mental illness, you shall continue to
receive your salary at the rate then in effect and any benefits or
awards under any Plans shall continue to accrue during such period,
to the extent not inconsistent with such Plans, until your employment
is terminated pursuant to and in accordance with paragraphs 4(i) and
4 (vi) hereof. Thereafter, your benefits shall be determined in
accordance with the Plans then in effect.
(ii) If your employment shall be terminated for Cause
following a change in control of the Company, the Company shall pay
you your salary through the Date of Termination at the rate in effect
just prior to the time a Notice of Termination is given plus
any benefits or awards (including both the cash and stock components)
which pursuant to the terms of any Plans have been earned or become
payable, but which have not yet been paid to you. Thereupon the
Company shall have no further obligations to you under this
Agreement.
(iii) Subject to Section 8 hereof, if, within twentyfour (24)
months after a change in control of the Company, as defined in
Section 3 above, shall have occurred, your employment by the Company
shall be terminated (a) by the Company other than for Cause, '
Disability or
7
Retirement or (b) by you for Good Reason, then the Company shall pay
to you, no later than the fifth day following the Date of
Termination, without regard to any contrary provisions of any Plan,
the following:
(A) (x) your salary through the Date of Termination at the rate
in effect just prior to the time a Notice of Termination is given
(or, if higher, as in effect immediately prior to the change in
control) and (y) any benefits or awards (including both the cash and
stock components) which pursuant to the terms of any Plans have been
earned or become payable, but which have not yet been paid to you;
and
(B) you shall receive an amount equal to 1.5 times the average
of your calendar year earnings from the Company, consisting for the
purposes of this Agreement of base salary and any bonus paid pursuant
to the Executive Bonus Plan, the Management Incentive Plan, Profit
Sharing Plan or similar bonus plan, during the period consisting of
the 5 most recent consecutive calendar years (or fewer than 5, if
applicable) ending on or before the date of the change of control.
For purposes of computing payment under this Agreement, compensation
for any partial calendar year, including the year during which a
change of control occurs, shall be annualized.
(iv) If, within twenty-four (24) months after a change in
control of the Company, as defined in Section 3 above, shall have
occurred, your employment by the Company shall be terminated (a) by
the Company other than for Cause, Disability or Retirement or (b) by
you for Good Reason, then the Company shall maintain in full force
and effect, for the continued benefit of you and your dependents for
a period terminating on the earliest of (a) thirty months after the
Date of Termination, (b) the commencement date of equivalent benefits
from a new employer or (c) your normal retirement date under the
terms of the Retirement Plan, all insured and self-insured employee
welfare benefit Plans in which you were entitled to participate
immediately prior to the Date of Termination, provided that your
continued participation is possible under the general terms and
provisions of such Plans (and any applicable funding media) and you
continue to pay an amount equal to your regular contribution under
such plans for such participation. In the event that your
participation in any such Plan is barred, the Company, at its sole
cost and expense, shall arrange to have issued for the benefit of you
and your dependents individual policies of insurance providing
benefits substantially similar (on an after-tax basis) to those which
you otherwise would have been entitled to receive under such Plans
pursuant to this paragraph (iv) or, if such insurance is not
available at a reasonable cost to the Company, the Company shall
otherwise provide you and your dependents with equivalent benefits
(on an after-tax basis). You shall not be required to pay any
premiums or other charges in an amount greater than that which you
would have paid in order to participate in such Plans. If, at the
end of three years after the Termination Date, you have not reached
your normal retirement date, you are participating in any of such
Plans and you have not previously received or are not then receiving
equivalent benefits from a new employer, the Company shall arrange,
at its sole cost and expense, to enable you to convert your and your
dependents' coverage under such Plans to individual policies or
programs upon the same terms as employees of the Company may apply
for such conversions.
(v) Except as specifically provided in paragraph (iv) above,
the amount of any payment provided for in this Section 5 shall not be
reduced, offset or subject to recovery by the
8
Company by reason of any compensation earned by you as the result of
employment by another employer after the Date of Termination, or
otherwise.
6. Successors; Binding Agreement.
(i) The Company will seek, by written request at least five
business days prior to the time a Person becomes a Successor (as
hereinafter defined), to have such Person assent to the fulfillment
of the Company's obligations under this Agreement. Failure of such
Person to furnish such assent by the later of (A) three business days
prior to the time such Person becomes a Successor or (B) two business
days after such Person receives a written request to so assent shall
constitute Good Reason for termination by you of your employment if a
change in control of the Company occurs or has occurred. For
purposes of this Agreement, "Successor" shall mean any Person that
succeeds to, or has the practical ability to control (either
immediately or with the passage of time), the Company's business
directly, by merger or consolidation, or indirectly, by purchase of
the Company's voting securities or otherwise.
(ii) This Agreement shall inure to the benefit of and be
enforceable by your personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and
legatees. If you should die while any amount would still be payable
to you hereunder if you had continued to live, all such amounts,
unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to your devisee, legatee or other
designee or, if there be no such designee, to your estate.
(iii) For purposes of this Agreement, the "Company" shall
include any corporation or other entity which is the surviving or
continuing entity in respect of any merger, consolidation or form of
business combination in which the Company ceases to exist.
7. Fees and Expenses; Mitigation.
(i) The Company shall reimburse you, on a current basis, for
all reasonable legal fees and related expenses incurred by you in
connection with the Agreement following a change in control of the
Company, including, without limitation, (a) all such fees and
expenses, if any, incurred in contesting or disputing any termination
of your employment or incurred by you in seeking advice with respect
to the matters set forth in Section 8 hereof or (b) your seeking to
obtain or enforce any right or benefit provided by this Agreement, in
each case, regardless of whether or not your claim is upheld by a
court of competent jurisdiction; provided, however, you shall be
required to repay any such amounts to the Company to the extent that
a court issues a final and non-appealable order setting forth the
determination that the position taken by you was frivolous or
advanced by you in bad faith.
(ii) You shall not be required to mitigate the amount of any
payment the Company becomes obligated to make to you in connection
with this Agreement, by seeking other employment or otherwise.
8. Taxes.
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(i) All payments to be made to you under this Agreement will be
subject to required withholding of federal, state and local income
and employment taxes.
(ii) Notwithstanding anything in the foregoing to the contrary,
if any of the payments provided for in this Agreement, together with
any other payments which you have the right to receive from the
Company or any corporation which is a member of an "affiliated group"
(as defined in Section 1504 (a) of the Internal Revenue Code of 1986
(the "Code") without regard to Section 1504(b) of the Code) of which
the Company is a member, would constitute a "parachute payment" (as
defined in Section 28OG (b) (2) of the Code) , the payments pursuant
to this Agreement shall be reduced (reducing first the payments under
Section 5 (iii) (B) ) to the largest amount as will result in no
portion of such payments being subject to the excise tax imposed by
Section 4999 of the Code; provided, however, that the determination
as to whether any reduction in the payments under this Agreement
pursuant to this proviso is necessary shall be made by you in good
faith, and such determination shall be conclusive and binding on the
Company with respect to its treatment of the payment for tax
reporting purposes.
9. Survival. The respective obligations of, and benefits afforded
to, the Company and you as provided in Sections 5, 6 (ii), 7, 8, 13
and 14 of this Agreement shall survive termination of this Agreement.
10. Notice. For the purposes of this Agreement, notices and all
other communications provided for in the Agreement shall be in
writing and shall be deemed to have been duly given when delivered or
mailed by United States registered mail, return receipt requested,
postage prepaid and addressed, in the case of the Company, to the
address set forth on the first page of this Agreement or, in the case
of the undersigned employee, to the address set forth below his
signature, provided that all notices to the Company shall be directed
to the attention of the Chairman of the Board of the Company, with a
copy to Terrence W. Mahoney, Hill & Barlow, One International Place,
Boston, MA 02110, or to such other address as either party may have
furnished to the other in writing in accordance herewith, except that
notice of change of address shall be effective only upon receipt.
11. Miscellaneous. No provision of this Agreement may be modified,
waived or discharged unless such modification, waiver or discharge is
agreed to in a writing signed by you and the Chairman of the Board or
President of the Company. No waiver by either party hereto at any
time of any breach by the other party hereto of, or of compliance
with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent
time. No agreements or representations, oral or otherwise, express
or implied, with respect to the subject matter hereof have been made
by either party which are not expressly set forth in this Agreement.
The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of
Massachusetts.
12. Validity. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full
force and effect.
13. Arbitration. Any dispute or controversy arising under or in
connection with this Agreement
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shall be settled exclusively by arbitration in Boston, Massachusetts
by three arbitrators in accordance with the rules of the American
Arbitration Association then in effect. Judgment may be entered on
the arbitrators' award in any court having jurisdiction; provided,
however, that you shall be entitled to seek specific performance of
your right to be paid until the Date of Termination during the
pendency of any dispute or controversy arising under or in connection
with this Agreement. The Company shall bear all costs and expenses
arising in connection with any arbitration proceeding pursuant to
this Section 13.
14. Employee's Commitment. You agree that subsequent to your period
of employment with the Company, you will not at any time communicate
or disclose to any unauthorized person, without the written consent
of the Company, any proprietary processes of the Company or any
subsidiary or other confidential information concerning their
business, affairs, products, suppliers or customers which, if
disclosed, would have a material adverse effect upon the business or
operations of the Company and its subsidiaries, taken as a whole; it
being understood, however, that the obligations of this Section 14
shall not apply to the extent that the aforesaid matters (a) are
disclosed in circumstances where you are legally required to do so or
(b) become generally known to and available for use by the public
otherwise than by your wrongful act or omission.
15. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all
of which together will constitute one and the same instrument.
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If this letter correctly sets forth our agreement on the subject
matter hereof, kindly sign and return to the Company the enclosed
copy of this letter which will then constitute our agreement on this
subject.
Sincerely,
NEW ENGLAND BUSINESS SERVICE, INC.
By
Robert J. Murray
For NEBS, Inc. Board of Directors
Agreed to this 23rd day
Of February, 1999.
Mr. Joel S. Hughes
24 Hillington Drive
North Easton, MA 02356
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