EXHIBIT 10.19
May 10, 2000
Mr. C. Stephenson Gillispie, Jr.
102 N. Erlwood Court
Richmond, Virginia 23229
Re: Retirement Agreement
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Dear Steve:
This letter agreement confirms the terms of your retirement from Cadmus
Communications Corporation ("Cadmus") and your resignation as a Director and as
Chairman, President and Chief Executive Officer of Cadmus.
1. Retirement; Resignation. You hereby confirm your decision to retire
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from Cadmus and your resignation as a Director and as Chairman, President and
Chief Executive Officer of Cadmus and as a director and officer of all Cadmus
subsidiaries and affiliates, which resignation will be effective on June 30,
2000, or such earlier date as the Board of Directors of Cadmus may direct (the
"Resignation Date"). You agree that you will sign such other documents and
instruments further effecting or evidencing such resignation as Cadmus may
reasonably request.
2. Public Statements. (a) You and Cadmus agree that a mutually
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acceptable press release announcing your retirement and resignation will be
issued by Cadmus promptly after the May 2000 meeting of the Board of Directors
of Cadmus. That press release will be consistent with the description of your
retirement and resignation set forth on Exhibit A attached hereto. You and
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Cadmus further agree that any other Public Statement (as defined below) made by
you or Cadmus regarding your retirement and resignation will also be consistent
with the description of your retirement and resignation set forth on Exhibit A.
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(b) For purposes of this letter agreement, (i) the term "Public Statement"
means any statement, comment or other communication, whether oral, in writing or
in electronic form, made or otherwise communicated by a party to any other
Person (as defined below) (1) which is intended to be, or has a reasonable
likelihood of being, published, quoted or used in connection with any newspaper,
magazine, television, radio or other media article, segment or story, (2) which
is made or otherwise communicated in a speech or other public presentation or
talk, or (3) which is made or otherwise communicated to any one or more Persons
other than the family members and the personal friends and acquaintances of the
individual making the statement, comment or other communication; provided,
however, that "Public Statement" as used herein will not include any statement,
comment or other communication made in any filing with any court or otherwise
made under penalty of perjury or any statement, comment or other communication
made only to the family members or the personal friends or acquaintances of the
individual making the statement,
Mr. C. Stephenson Gillispie, Jr.
May 10, 2000
Page 2
comment or other communication; provided, however, that "Public Statement" as
used herein will not include any statement, comment or other communication made
in any filing with any court or otherwise made under penalty of perjury or any
statement, comment or other communication made only to the family members or the
personal friends or acquaintances of the individual making the statement,
comment or other communication; and (ii) the term "Person" means any
corporation, partnership, joint venture, trust, sole proprietorship, limited
liability company, unincorporated business association, individual or other
entity.
3. Salary and Benefits through Retirement Date. (a) Unless you
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voluntarily resign your employment prior to June 30, 2000, Cadmus will continue
to pay your salary in regular installments at your current annual level through
June 30, 2000 (the "Retirement Date"). For purposes of all benefit plans of
Cadmus in which you currently participate, your employment as a covered
executive will continue through the Retirement Date; and, except as otherwise
provided herein or as otherwise required by the terms of the applicable plan or
applicable law, your active participation in such benefit plans will cease as of
the end of the day on the Retirement Date. If the Resignation Date occurs prior
to the Retirement Date, you will continue employment with Cadmus, from the
Resignation Date through the Retirement Date, as an untitled executive employee,
with such duties as are assigned to you in accordance with Section 8(a) below.
(b) You will be entitled to receive any cash bonus (not to exceed $50,000)
which is otherwise due to you under Cadmus' Executive Incentive Plan for Cadmus'
fiscal year ending June 30, 2000.
4. Retirement Benefits.
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(a) Pension. Your retirement benefits under Cadmus' Pension Plan and
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Supplemental Executive Retirement Plan ("SERP") will be governed by the
applicable terms of the respective plans; provided, however, that your SERP
benefit entitlement will be modified as provided in Section 5(d) below, subject
to further modification as provided in Section 12(b) below.
(b) Thrift Savings Plan. Your account balance under Cadmus' Thrift Savings
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Plan will be payable to you in accordance with the terms of Cadmus' Thrift
Savings Plan.
(c) Non-Qualified Deferred Compensation Programs. Your account balances
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under Cadmus' Deferred Compensation Plan and Non-Qualified Thrift Plan will be
payable to you in accordance with the respective terms of Cadmus' Deferred
Compensation Plan and Non-Qualified Thrift Plan.
(d) Other Retirement Benefits and Perquisites. Except as specifically
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provided in this letter agreement or as required by applicable law, you agree
that, after the Retirement Date, you will not be entitled to any other
retirement benefits or any perquisites as a retiree or otherwise from Cadmus or
any of its subsidiaries or affiliates or under any plan or program maintained by
Cadmus or any of its subsidiaries or affiliates.
Mr. C. Stephenson Gillispie, Jr.
May 10, 2000
Page 3
5. Additional Benefits. In consideration of your many years of dedicated
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service to Cadmus, your assistance in assuring an orderly transition of
management of Cadmus and your willingness to provide the transition and
consulting services described in Section 8, and subject to your compliance with
the provisions contained in Section 8 below, the confidentiality provisions
contained in Section 9 below and the restrictive covenants contained in Section
11 below, Cadmus agrees to provide you the following additional benefits:
(a) Salary Continuation Payments. In lieu of any severance or other
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termination payments which might otherwise be due to you under any Cadmus plan
or program or under any agreement with Cadmus or any of its subsidiaries or
affiliates, Cadmus will pay to you, for a three-year period beginning July 1,
2000, and ending June 30, 2003 (the "Salary Continuation Period"), salary
continuation payments (the "Salary Continuation Payments") while you are alive
equal to $444,000 per year, with the Salary Continuation Payments to be paid to
you in monthly or quarterly installments, at your option.
(b) Welfare Benefits. While you are receiving Salary Continuation
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Payments, you and your eligible family members will be entitled to participate
in Cadmus' medical, dental, vision, life and accident, short-term and long-term
disability, employee assistance, medical reimbursement spending account and
dependent care spending account plans (the "Welfare Benefit Plans") on the same
basis made available to eligible active employees of Cadmus, subject to Cadmus'
right to modify such Welfare Benefit Plans from time to time, subject in the
case of any Welfare Benefit Plan other than group health coverage to any
termination of coverage imposed by the terms of the applicable insurance
policies (which Cadmus agrees to make a good faith effort to have the insurer
waive) and subject to Cadmus' right at any time to substitute for any such
Welfare Benefit Plan any individual or other group insurance coverage(s)
providing at least comparable coverage. The group health coverage provided
hereunder will be considered part of your COBRA coverage. Cadmus will be
responsible for the normal employer contributions, and you will be responsible
for the normal employee contributions, to the cost of maintaining your and your
eligible family members' participation in the Welfare Benefit Plans (determined
as though you were an active eligible employee). Subject to any limitation
under applicable tax law, you may participate in the Welfare Benefit Plans by
making pre-tax salary reduction contributions from your Salary Continuation
Payments.
(c) Continued Health Coverage Care to Age 65. After your Salary
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Continuation Payments cease, Cadmus will provide group health (medical, dental
and vision) coverage to you until you attain age 65 and to your wife until she
attains age 65 under the medical, dental and vision group health care plan of
Cadmus, subject to Cadmus' right to modify such plan from time to time, subject
to you being responsible for the normal employee contributions to the cost of
maintaining participation in such plan on the same basis made available to
eligible active employees of Cadmus (or their spouses), and subject to Cadmus'
right at any time to substitute for such plan any individual or other group
insurance coverage(s) providing at least comparable coverage.
(d) SERP Benefits. Your SERP benefit entitlement will be modified by
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changing it to a benefit equal to $200,000 per year which will be payable
monthly as a single life annuity for
Mr. C. Stephenson Gillispie, Jr.
May 10, 2000
Page 4
your lifetime and will commence on July 1, 2003 (your "Enhanced SERP Benefit").
In addition, if elected by you by written notice to Cadmus no later than June
30, 2000 (failure to timely make such an election will be deemed an election by
you of a single life annuity), Cadmus agrees to pay the following actuarial
value of your Enhanced SERP Benefit to you in any of the following forms elected
by you, commencing on July 1, 2003 if you are then living: (i) a 15 year term
certain payment payable monthly with no life contingencies in the annual amount
of $211,639, with the balance, if any, of the 15 year term certain after your
death payable to your beneficiary under the SERP, (ii) a joint and 50% spouse
survivor life annuity, payable monthly to you during your lifetime in the annual
amount of $177,700 and continuing after your death to your current spouse if she
survives you for her lifetime in the annual amount of $88,850, or (iii) a joint
and 100% spouse survivor life annuity, payable monthly to you during your
lifetime in the annual amount of $159,880 and continuing after your death to
your current spouse if she survives you for her lifetime in the annual amount of
$159,880. In the event that you die prior to July 1, 2003, you and Cadmus agree
that your SERP "Death Benefit" (as defined in the SERP) will be based on the
form of payment of your Enhanced SERP Benefit elected by you as provided above,
so that (v) if you elect the single life annuity, no SERP benefit will be due or
payable, (w) if you elect the 15 year term certain payment, your SERP Death
Benefit will be a 15 year term certain payment with no life contingencies in the
annual amount of $211,639 per year payable monthly to your beneficiary under the
SERP, commencing, without adjustment for commencement before July 1, 2003, as of
the beginning of the calendar month following the calendar month of your death,
(x) if you elect a joint and 50% spouse survivor annuity and your current spouse
survives you, your SERP Death Benefit will be the $88,850 per year spouse
survivor portion of the joint and 50% spouse survivor annuity elected by you as
provided above and will be payable for your spouse's lifetime commencing,
without adjustment for commencement before July 1, 2003, as of the beginning of
the calendar month following the calendar month of your death, (y) if you elect
a joint and 100% spouse survivor annuity and your current spouse survives you,
your SERP Death Benefit will be the $159,880 per year spouse survivor portion of
the joint and 100% spouse survivor annuity elected by you as provided above and
will be payable for your spouse's lifetime commencing, without adjustment for
commencement before July 1, 2003, as of the beginning of the calendar month
following the calendar month of your death, or (z) if you elect a joint and
spouse survivor annuity and your current spouse does not survive you, no SERP
benefit will be due or payable.
6. Unexercised Stock Options. You and Cadmus agree that, in consideration
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for the payment of $30,361 to be made by Cadmus to you eight (8) days after the
date of this letter agreement, all of the unexercised Cadmus stock options which
have been issued to you, including, without limitation, all such unexercised
Cadmus stock options issued under Cadmus' 1984 Stock Option Plan and Cadmus'
1990 Incentive Stock Plan, are hereby cancelled effective as of the date of this
letter agreement, and you agree that you will have no further rights thereunder.
7. Withholding. You acknowledge and agree that all payments, benefits and
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other amounts to be paid or provided to you hereunder, including, without
limitation, all Salary
Mr. C. Stephenson Gillispie, Jr.
May 10, 2000
Page 5
Continuation Payments, will be subject to withholding and deductions as required
by applicable laws and regulations.
8. Transition and Consulting Services. (a) You agree that, during the
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period from the date of this letter agreement through December 31, 2000, your
activities and involvement with Cadmus generally will be limited to the
following: (i) cooperating in good faith with and providing all reasonable
assistance to the Board of Directors of Cadmus and the new Chief Executive
Officer of Cadmus, as they may request, to assure an orderly transition of
management of Cadmus, and (ii) performing such reasonable duties and tasks as
are assigned to you by the Board of Directors of Cadmus or the new Chief
Executive Officer of Cadmus.
(b) You further agree that, from January 1, 2001, through the end of the
Salary Continuation Period, you will make yourself available from time to time,
as reasonably requested by the Board of Directors of Cadmus or the Chief
Executive Officer of Cadmus and as mutually agreed by you (such agreement by you
not to be unreasonably withheld), for consultation on selected matters. Your
consulting obligations from and after January 1, 2001, through the end of the
Salary Continuation Period will be such as are consistent with your status as a
retired Chief Executive Officer of Cadmus and shall not conflict materially with
other obligations you may undertake external to Cadmus. In the event that your
consulting obligations under this Section 8(b) require more than 100 hours of
your time during any one calendar quarter, Cadmus agrees to pay you a consulting
fee to compensate you for your time in excess of such 100 hours at a daily or
hourly rate which is mutually agreeable to you and Cadmus.
(c) In addition, without limiting the generality of Section 8(a) or Section
8(b) above, you agree that, during the period from the date of this letter
agreement through the end of the Salary Continuation Period, you will consult
with, provide testimony and otherwise cooperate with Cadmus and its subsidiaries
and affiliates, at Cadmus' expense, in the prosecution or defense, as
applicable, of any litigation, arbitration, mediation or other legal or
contractual dispute or matter involving Cadmus or any of its subsidiaries or
affiliates, in each case as reasonably requested by Cadmus.
(d) Cadmus will advance, or will promptly reimburse, actual out-of-pocket
expenses reasonably incurred by you for travel, lodging, meals, and incidental
expenses in connection with services provided by you under this Section 8,
consistent with Cadmus' established policies and procedures applicable to
executive officers.
9. Confidentiality. (a) You agree that you will not at any time use for
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your own benefit or the benefit of any other Person, or disclose, divulge or
communicate to any other Person, any Confidential Information (as defined
below), except as required to carry out any transition or consulting services
performed by you for Cadmus as provided in Section 8 above and except as
required by applicable law. You are not required to contest compulsory process
served on you that may require the disclosure of Confidential Information; but
you agree that you will notify Cadmus in writing of your receipt of any such
process within five (5) days after receipt thereof.
Mr. C. Stephenson Gillispie, Jr.
May 10, 2000
Page 6
(b) For purposes of this Agreement, "Confidential Information" means all
confidential information of Cadmus and its subsidiaries and affiliates,
including, without limitation (i) all confidential or proprietary information
relating to: the Intellectual Property (as defined in Section 10(c) below),
other trade secrets and inventions, acquisition and merger strategies and plans,
corporate communications, public relations, promotional, marketing and
advertising plans and programs, research and development projects, plans and
strategies for current and future business development, financial and
statistical data, customers, including, without limitation, customer names,
relationships, lists, sales and account records, sales and marketing strategies
and pricing matters, and former or current officers, directors or employees of
Cadmus or any of its subsidiaries or affiliates; and (ii) all other information
not generally known in the businesses in which Cadmus or its applicable
subsidiaries and affiliates are engaged. Notwithstanding anything to the
contrary contained herein, "Confidential Information" shall not include (i) any
information that is generally available to the public (by means other than
through a violation of this letter agreement), (ii) any information which is or
becomes generally known in the business in which Cadmus operates (by means other
than a violation of this letter agreement), or (iii) any information obtained by
you which you can establish was obtained by you after the Retirement Date and
other than through the consulting and other services provided under Section 8
above.
10. Intellectual Property. (a) You agree that, as between you and
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Cadmus, Cadmus owns and has full and exclusive rights to all of the Intellectual
Property, including, without limitation, all related copyrights, trademarks and
patents. Without limiting the generality of the preceding sentence, you further
agree that all of the Intellectual Property, to the extent applicable,
constitutes "works made for hire" in favor of Cadmus under the copyright laws of
the United States. To the extent that a court finds that you would otherwise
have any rights in or to any of the Intellectual Property, you hereby
irrevocably assign to Cadmus all of your right, title and interest in and to the
Intellectual Property and all related copyrights, trademarks and patents.
(b) You agree that, upon the request of Cadmus and at Cadmus' expense, you
will execute, deliver, file and record all further instruments and documents
(including, without limitation, registrations and assignments of copyrights,
trademarks, patents and other intellectual property rights), and take all
further action reasonably requested by Cadmus, as Cadmus deems necessary or
prudent in order to insure that Cadmus owns and has full and exclusive rights to
all of the Intellectual Property.
(c) For purposes of this Agreement, the "Intellectual Property" means all
products, services, reports, studies, analyses, marketing strategies,
inventions, computer software, programs and applications, trade secrets,
methods, processes and other intellectual property protected or protectable
under applicable copyright, trademark and/or patent laws and regulations, used
or useful in the business of Cadmus or any of its subsidiaries or affiliates,
which have been developed, created or reduced to practice by you, whether alone
or in cooperation with others, during your employment with Cadmus, any of its
subsidiaries or any of their respective predecessors.
Mr. C. Stephenson Gillispie, Jr.
May 10, 2000
Page 7
11. Restrictive Covenants. (a) You agree that, during the Salary
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Continuation Period, you will not, directly or indirectly:
(i) serve as an officer, director, employee, principal, partner,
agent, contractor or consultant of or for, or otherwise have a financial
interest in, any Prohibited Business (as defined in Section 11(d) below)
which sells or offers to sell products or services in competition with
Cadmus or any of its subsidiaries or affiliates; provided that this
covenant will not prevent you from purchasing or owning not more than one
percent (1%) of any class of securities of any corporation, whether or not
such corporation is a Prohibited Business;
(ii) sell or offer to sell to any Person any goods or services of
any type then sold or offered by Cadmus or any of its subsidiaries or
affiliates in competition with Cadmus or any of its subsidiaries or
affiliates;
(iii) otherwise interfere with or induce or cause a reduction or
termination of the business between Cadmus or any of its subsidiaries or
affiliates and any customer or prospective customer of Cadmus or any of its
subsidiaries or affiliates;
(iv) hire or attempt to hire any person employed or engaged by
Cadmus or any of its subsidiaries or affiliates or encourage or solicit any
such person to terminate his or her employment or engagement with Cadmus or
such subsidiary or affiliate of Cadmus;
(v) interfere with or induce or cause a reduction or termination
of the business relationship between Cadmus or any of its subsidiaries or
affiliates and any business which supplies or supplied goods or services to
Cadmus or its subsidiaries or affiliates;
(vi) make any Public Statement inconsistent with the description of
your retirement and resignation set forth on Exhibit A or any Public
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Statement which is either intended to be or reasonably likely to be
injurious or detrimental to Cadmus or any of its subsidiaries or affiliates
or which is derogatory to any current or former director, officer or
employee of Cadmus or any of its subsidiaries or affiliates; or
(vii) acquire or attempt to acquire, or be a member of a group of
two or more Persons who acquire or attempt to acquire, or provide
Confidential Information to or otherwise assist in any way any Person or
group of two or more Persons who acquire or attempt to acquire, beneficial
ownership (within the meaning of Rule 13d-3 of the Securities Exchange
Commission under the Securities Exchange Act of 1934) of 20% or more of the
outstanding shares of the voting stock of Cadmus; or otherwise effect or
attempt to effect, or be a member of a group of two or more Persons who
otherwise effect or attempt to effect, or provide Confidential Information
to or otherwise assist in any way any Person or group of two or more
Persons who otherwise effect or attempt to effect, a "change in control" of
Cadmus.
Mr. C. Stephenson Gillispie, Jr.
May 10, 2000
Page 8
(b) You acknowledge and agree that, given the nature of the businesses in
which Cadmus and its subsidiaries and affiliates are engaged and given your past
service as a Director and Chairman, President and Chief Executive Officer of
Cadmus, the restrictive covenants contained in Section 11(a) above are
reasonable and necessary to protect the legitimate business interests of Cadmus.
The parties therefore intend that these restrictive covenants be enforced to the
fullest extent permitted by applicable law. Each of these restrictive covenants
is a separate and independent contractual provision.
(c) Intentionally Omitted.
(d) For purpose of this Agreement, "Prohibited Business" means any Person
that is in competition with Cadmus or any of its subsidiaries or affiliates or
that provides goods or services of any type provided by Cadmus or any of its
subsidiaries or affiliates.
12. Enforcement. (a) You acknowledge and agree that, if you violate any
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of the confidentiality provisions contained in Section 9 above or any of the
restrictive covenants contained in Section 11(a) above in any material respect,
such a violation would result in irreparable harm and injuries to Cadmus and its
subsidiaries and affiliates, and you therefore also acknowledge and agree that,
in the event of any such violation by you, Cadmus will be entitled to obtain
from any court of competent jurisdiction, subject to the restrictions contained
in Section 12(c) below, preliminary and permanent injunctive relief, damages and
an equitable accounting of all earnings and profits and to exercise all other
rights and remedies to which Cadmus may be entitled in connection therewith.
(b) In addition, you further acknowledge and agree that, if you violate
any of the provisions contained in Section 8 above, any of the confidentiality
provisions contained in Section 9 above or any of the restrictive covenants
contained in Section 11(a) above in any material respect, Cadmus will have no
obligation (i) to pay any subsequent Salary Continuation Payments or any
subsequent installments of your Enhanced SERP Benefit that would otherwise be
due hereunder, or (ii) to pay or provide any of the other additional benefits or
amounts described in Section 5 above that would otherwise be due hereunder. In
the event you forfeit all or part of your Enhanced SERP Benefit as provided in
the preceding sentence, your monthly SERP benefit payments (whether payable to
you or after your death to your spouse or other SERP beneficiary) will be
reduced to the lesser of (x) $9,416.67 (that is, an annual amount of $113,000)
or (y) an amount arrived at by multiplying the pre-forfeiture monthly amount
payable to you (and where payments continue to your spouse or other beneficiary,
by multiplying the pre-forfeiture survivor or term certain monthly amount
payable to your spouse or other beneficiary) by a fraction, the numerator of
which is 113 and the denominator of which is 200, and the reduced monthly SERP
benefit payments will be made in the form of payment previously elected by you,
but in any event such monthly payments will cease no later than after 180 total
monthly payments (including monthly payments made before and after the
forfeiture) have been made or, if 180 total monthly payments have already been
made at the time of forfeiture, such monthly payments will cease immediately
upon forfeiture.
(c) Notwithstanding anything to the contrary contained herein, Cadmus'
right as provided above to obtain preliminary and permanent injunctive relief
with respect to a violation of the restrictive covenants set forth in clauses
(i) and (ii) of Section 11(a) above is available only for violations of such
restrictive covenants which occur on or before January 1, 2002. With respect to
any violation of the restrictive covenants set forth in clauses (i) or (ii) of
Section 11(a) above which occurs after January 1, 2002, Cadmus will be limited
to exercising the rights and remedies available to it under Section 12(b) above.
13. General Waiver and Release. (a) You hereby release and forever
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discharge Cadmus, its subsidiaries, affiliates, successors and assigns and their
respective officers, directors, employees and agents from any and all claims,
debts, demands, damages, actions, causes of action, obligations, indebtedness
and/or other liabilities, whether known or unknown, absolute or contingent,
direct or indirect, or at law, in equity or by statute, in any way related to or
arising out of your employment with Cadmus, its subsidiaries or any of their
respective predecessors or the termination of such employment; provided,
however, that this release shall not be construed in any way as a release or
waiver of (i) Cadmus' agreement to reimburse you for the tax liability (other
than the tax liability with respect to term insurance value) which you may incur
as a result of the split dollar life insurance arrangement between you and
Cadmus on the same basis and using the same methodology which Cadmus has used to
reimburse other senior executives of Cadmus under similar split dollar life
insurance arrangements, or (ii) any rights, actions or causes of action that may
be available to you in the event that Cadmus fails to comply with any of the
terms of this letter agreement.
(b) Cadmus, for itself and on behalf of its subsidiaries, affiliates,
successors and assigns, hereby releases and forever discharges you from any and
all claims, debts, demands, damages, actions, causes of action, obligations,
indebtedness and/or other liabilities, whether known or unknown, absolute or
contingent, direct or indirect, or at law, in equity or by statute, in any way
related to or arising out of your employment with Cadmus, its subsidiaries or
any of their respective predecessors or the termination of such employment;
provided, however, that this release shall not be construed in any way as a
release or waiver of any rights, actions or causes of action that may be
available to Cadmus in the event that you fail to comply with any of the terms
of this letter agreement.
14. Waiver of Employment Discrimination Rights or Claims. (a) You
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acknowledge that there are laws and regulations prohibiting employment
discrimination pursuant to which you may have rights or claims. These include
Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in
Employment Act, as amended, as well as other federal and state executive orders,
statutes and regulations. You also acknowledge that there are other common law
theories, including laws of contract and tort, which may relate to your
employment rights.
(b) Without limiting the generality of Section 13(a) above, you hereby
waive and release any rights or claims that you may have as described in Section
14(a) above or under any other laws, including specifically but not limited to
the federal Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C.
(S)(S) 621 et seq., whether with respect to
Mr. C. Stephenson Gillispie, Jr.
May 10, 2000
Page 10
Cadmus, its associates, employees, officers, directors, agents, successors or
its subsidiaries or affiliates; provided that you do not waive any rights or
claims that may arise after the date you sign this letter agreement.
(c) It is agreed and you acknowledge that (i) you have been offered at
least twenty-one (21) days to consider the meaning of this letter agreement and
you have voluntarily elected to sign this letter agreement prior to the
expiration of such twenty-one (21) day period, (ii) you have been advised to
consult with an attorney before signing this letter agreement, (iii) the
consideration to you for signing this letter agreement are the payments,
benefits and other arrangements set forth herein, which are in addition to the
payments and benefits to which you would have been entitled prior to the
execution of this letter agreement, (iv) you will have seven (7) days from the
date you sign this letter agreement to revoke this letter agreement by notifying
Cadmus in writing, and (v) this letter agreement will not become effective or
enforceable until such seven-day revocation period has passed.
15. Acknowledgment of Understanding and Voluntariness. (a) You
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acknowledge that you understand completely everything set forth in this letter
agreement, that you have had ample opportunity to review this letter agreement
and all its ramifications with an attorney of your own choosing, that you have
entered into this letter agreement voluntarily, without any coercion whatsoever,
of your own free will, and that you intend legally to be bound by this letter
agreement.
(b) Cadmus acknowledges that it understands completely everything set
forth in this letter agreement, that it has had ample opportunity to review this
letter agreement and all its ramifications with an attorney of its own choosing,
that it has entered into this letter agreement voluntarily, without any coercion
whatsoever, of its own free will, and that it intends legally to be bound by
this letter agreement.
16. Miscellaneous. (a) No modification, change or waiver of this letter
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agreement or any term hereof will be binding, unless executed in writing by you
and Cadmus evidencing the parties' respective intent to modify, change or waive
this letter agreement and to be bound thereby. No waiver of any of the terms of
this letter agreement will constitute a waiver of any other term (whether or not
similar), nor shall any such waiver constitute a continuing waiver unless
otherwise specifically provided.
(b) This letter agreement will be binding on and inure to the benefit of
the parties hereto and their respective heirs, personal representatives,
successors and assigns, as the case may be.
(c) All notices, requests and other communications to a party hereunder
will be in writing, will be sent by certified mail, return receipt requested, or
reputable overnight courier service, and will be given to such party at its
address set forth below or such other address as such party may hereafter
specify in writing for this purpose to the other party:
Mr. C. Stephenson Gillispie, Jr.
May 10, 2000
Page 11
If to you:
C. Stephenson Gillispie, Jr.
102 N. Erlwood Court
Richmond, Virginia 23229
With a copy to:
John M. Bredehoft
Venable, Baetjer and Howard, LLP
2010 Corporate Ridge, Suite 400
McLean, Virginia 22102
If to Cadmus:
Cadmus Communications Corporation
6620 West Broad Street, Suite 500
Richmond, Virginia 23230
Attn: Chief Executive Officer
(d) You will be responsible for all costs and expenses incurred by you, and
Cadmus will be responsible for all costs and expenses incurred by it, in
connection with the preparation, negotiation and execution of this letter
agreement, except that Cadmus agrees to reimburse you for up to $2,500 of the
actual attorneys' fees incurred by you in connection with this letter agreement.
(e) This letter agreement will be governed by and construed in accordance
with the laws of the Commonwealth of Virginia, without regard to its conflicts
of law principles. Any litigation arising out of this letter agreement will be
conducted in the Circuit Court of the City of Richmond, Virginia or the Circuit
Court of the County of Henrico, Virginia, or the United States District Court
for the Eastern District of Virginia, assuming such latter court has
jurisdiction over the matter.
(f) This letter agreement may be executed in counterparts, each of which
will be deemed to be an original but all of which together will constitute one
and the same instrument.
(g) This letter agreement constitutes the entire agreement between you and
Cadmus with respect to the matters addressed herein and supersedes all prior
agreements and understandings, whether written or oral, with respect to such
matters. There are no representations, understandings or agreements of any
nature or kind between the parties which are not included herein.
Mr. C. Stephenson Gillispie, Jr.
May 10, 2000
Page 12
If the foregoing is acceptable to you, please sign in the space indicated
below and return this letter agreement to Cadmus.
Sincerely,
CADMUS COMMUNICATIONS
CORPORATION
By:______________________________
G. Waddy Garrett
Chairman, Executive Compensation
and Organization Committee
ACCEPTED AND AGREED TO:
________________________________________
C. Stephenson Gillispie, Jr.
Date:___________________________________