MEMORANDUM
TO: Bartley H. Calder
FROM: Richard H. Rhoads
DATE: December 17, 1993
RE: Separation Agreement
- --------------------------------------------------------------------------------
The following is an outline of the separation agreement between you and NEBS.
The provisions illustrated below constitute the total benefits which will be
provided to you as part of your separation from NEBS.
1. TERMINATION OF EMPLOYMENT
On behalf of NEBS Board of Directors, your resignation as President
and CEO is accepted effective December 31, 1993. Between November 11
and December 31, you will be considered on leave of absence with pay
and will not exercise any power of the positions you have held at
NEBS.
2. SEVERANCE PAY
You will receive eleven months of severance pay. This pay will
begin on January 1, 1994 and end on November 30, 1994. These
payments will be deposited directly on or about the fifteenth of
each month into the bank account you have designated. If, at the
conclusion of this period, you have not been employed, NEBS will
pay you additional monthly payments ($24,166.66) for up to twelve
months or until you become employed, whichever occurs earlier.
your continued receipt of severance payments is conditioned upon
the terms set forth in paragraph 14 below.
3. You will be entitled to receive 6/12 of the executive bonus which
you would be entitled to receive pursuant to the FY94 NEBS
Executive Bonus Plan (effective as of June 28, 1993) if such
bonuses are paid for FY94. The fraction represents a pro-ration
based on six months of active service during the fiscal year.
4. VACATION PAY
You will receive any accrued and unused vacation pay, which will be
paid to you in a lump sum during the first week of January, 1994
5. OUTPLACEMENT COUNSELING
To assist you in your search for a new job, NEBS will provide you
with outplacement counseling at a cost not to exceed $43,500 (15%
of your base salary) by a company of your choice, through such
time, not later than November 30, 1995, or until you become
employed, whichever occurs earlier.
6. STOCK OPTIONS
You will have until December 31, 1993 to exercise all or any
portion of the options which have been granted to you. After
December 31, 1993, all unexercised grants will be null and void, in
accordance with their terms.
7. HEALTH CARE
NEBS will continue to pay your medical/dental/vision plan
coverages at the established employee contribution level through
June 30, 1995 (18 months from your termination date). This
18-month time frame will cover the period in which you normally
would have the opportunity to continue coverage under the
provisions of COBRA. You will be provided with further details
regarding this subject under separate cover from Jim Savage in
early January.
8. FSA
If you are currently contributing to a health care FSA, we will
continue to make payroll deductions through June 30, 1995.
9. LIFE INSURANCE
Your life insurance will terminate effective December 31, 1993.
If you wish to convert your lift insurance to an individual plan,
you must contact CIGNA by January 30, 1994.
10. 401(k) PLAN
Your participation in the 401(k) plan will cease December 31, 1993.
Documentation regarding the distribution of your account balance
will be provided to you in early January.
11. PENSION PLAN
You are vested in the NEBS Pension Plan with credited service
through December 31, 1993 and will be entitled to receive a future
pension benefit under the terms and conditions of the Plan.
12. DISABILITY PROGRAMS
Your NEBS disability programs will cease on December 31, 1993.
If you are interested in a personal protection plan, we can provide
the information for your review.
13. FINANCIAL COUNSELING
You may continue to use the financial planning services of
G.W. & Wade, Inc. through December 31, 1994 and the service of
that firm for the preparation of your 1994 tax return.
14. USE AND DISCLOSURE OF TRADE SECRETS AND OTHER CONFIDENTIAL
INFORMATION
You represent that to the best of your knowledge, you do not now
have, and you agree that you shall promptly return to NEBS,
anything tangible or electronically keep or stored which
constitutes, represents, evidences or records any trade secret
or other confidential information of NEBS, retaining no copies
thereof. You agree that you will not any time after November 11,
1993, directly or indirectly, use or disclose to any person any
trade secrets or other confidential information of NEBS. The term
"trade secret or other confidential information" shall mean any
secret or confidential scientific, design, process, procedures,
formula, invention or improvement, including without limitation,
marketing plans or strategies, product development plans, business
acquisition plans, new personnel acquisition plans, technical
processes, research and development processesm and each of the
Company's customer lists.
If you enter into employment with a "competitor of NEBS" prior
to November 30, 1995, or if you use or
disclose trade secrets or other confidential information of NEBS
as defined in the preceding paragraph, you severance pay and
benefits will be immediately terminated. "Competitor of NEBS"
means:
(a) any of the following names companies or any companies
controlled by, controlling or under common control with any
of them, or any successor to the business forms businesses
of any of them by merger, split-off or acquisition of
assets: Deluxe Corp., Moore Corp. Ltd., R.R. Donnelley &
Sons Co., Rapid Forms, Quill, Ennis Business Forms, Inc.,
Alpha Graphics, Reynolds & Reynolds Co., Wallace Computer
Services, Inc., American Business Products, John Harland Co.,
Duplex Products, Inc., Paris Business Forms, Inc., Inmac
Corp., Viking or Staples, Inc., Office Depot or any other
operator of a chain of office supply "superstores"; or
(b) any individual, firm or corporation engaged in the United
States, Canada or the United Kingdom in any of the following
businesses in which NEBS was engaged or was actively
planning to engage prior to November 11, 1993: the
manufacture, processing, distribution or sale by direct
marketing or otherwise of business forms, business forms
software, stationery, business cards, printed marketing
products commonly used by small business, or equipment or
software for desktop publishing.
I have asked Jim Savage to contact you in order to answer any questions you
may have regarding your benefits.
NEW ENGLAND BUSINESS
SERVICE, INC.
By: /s/ Richard H. Rhoads
----------------------
Richard H. Rhoads
Chairman
Dated: 12/20/93
-------------------
/s/ Bartley H. Calder
- -----------------------
Bartley H. Calder
Dated: 12/20/93
--------------