EXHIBIT 10(5)
November 27, 1996
Mr. Robert S. Brown
158 Rolling Acres Road
Lunenburg, MA 01462
Dear Bob:
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.
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(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.
(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
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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"
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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
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(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 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
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(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,
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
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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).
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(i) Disability. Termination by the company of your employment based
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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
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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
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"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 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 two-thirds 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
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Reason" shall mean termination based on:
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(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;
(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
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(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.
(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
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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.
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5. Compensation Upon Termination or During Disability; other Agreements.
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(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 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 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.
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(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 Company by reason of any compensation
earned by you as the result of employment by another employer after the Date of
Termination, or otherwise.
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6. Successors; Binding Agreement.
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(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.
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(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.
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(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
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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
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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.
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11. Miscellaneous. No provision of this Agreement may be modified, waived or
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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
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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
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this Agreement 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
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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 /s/Robert J. Murray
--------------------
Robert J. Murray
For NEBS, Inc. Board of Directors
Agreed to this 5th day
Of December, 1996
/s/ Robert S. Brown
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Mr. Robert S. Brown
158 Rolling Acres Road
Lunenburg, MA 01462
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