Exhibit 10(a)
(Form 10-Q for quarter
ended June 30, 1994)
RETIREMENT AND RELEASE AGREEMENT
--------------------------------
This Retirement and Release Agreement ("Agreement") is entered into by
and between R.R. Donnelley & Sons Company, on behalf of itself, its subsidiaries
and affiliated entities and their respective shareholders, directors, officers,
employees, agents, and attorneys and their predecessors, successors, and assigns
("Company"), and Frank J. Uvena ("Uvena") this 25th day of July 1994.
PRELIMINARY RECITALS:
---------------------
WHEREAS, the Company has employed Uvena as Senior Vice President of
Law and Corporate Staffs;
WHEREAS, Uvena has elected to retire from his employment and all
offices he held with the Company, effective March 31, 1995; and
WHEREAS, the Company and Uvena mutually agree to end the employment
relationship, provide for an orderly transition of responsibilities, secure
Uvena's availability in the future to assist in the prosecution or defense of
matters in which Uvena was involved, limit certain competitive activities
following Uvena's retirement, and settle all matters and potential claims on the
terms and conditions and for the compensation stated in this Agreement.
AGREEMENT
---------
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, the Company and Uvena hereby agree as follows:
1. Uvena shall remain on the payroll of the Company at his base salary
rate through March 31, 1995 ("Retirement Date"), at which time his employment
will terminate. Uvena shall cease to perform services for the Company (except
as provided in this Agreement) by no later than December 31, 1994 ("Leave
Date"). Effective on or before the Leave Date, Uvena shall resign as the
Company's Senior Vice President of Law and Corporate Staffs (and any other
positions he may hold with any of the subsidiary corporations or affiliated
entities of the Company). Uvena's separation shall be deemed to be, and shall
be, early retirement with the consent of the Company for purposes of determining
his rights under retirement, stock options and other benefit plans of the
Company providing for rights dependent upon whether a termination of employment
was early retirement with the consent of the Company.
2. So long as Uvena has complied with the terms of this Agreement and:
(i) Uvena does not revoke this Agreement within seven (7) days after
his execution and delivery of the Agreement; and
(ii) Uvena executes and delivers to the Company the notarized
Ratification Affidavit attached as Exhibit A between eight (8)
and fifteen (15) days after the delivery of the executed
Agreement to the Company,
the Company will cause the following compensation to be paid to Uvena and shall
cause the following events to occur:
a. Uvena shall be entitled to receive such retirement benefits as
are provided for him under the Company's various plans for
retired employees except for the following adjustment and such
plans shall be honored in accordance with their terms. Uvena
shall be credited with four years of additional benefit accrual
based on Annual Covered Earnings for 1994 as defined by the
plans. The additional four years will not be credited to his age
for the purpose of calculating Early Retirement Reductions.
However, there will be no actuarial reduction for retirement
prior to normal retirement age regarding the additional four
years of additional benefit accrual.
b. The rights of Uvena under the Company's stock bonus, restricted
stock, and stock option grants shall be honored in accordance
with the terms of such grants and the plans under which such
grants were issued. No such grants will be made to Uvena in 1994
or 1995.
c. Uvena may participate in the Company's 1993 Stock Purchase Plan
in accordance with the terms of the plan.
d. The Company agrees, effective as of the Retirement Date, to
establish and to credit to a hypothetical account (the "Account")
the principal sum of $550,000. Such principal amount, as
increased or decreased from time to time by interest credited and
distributions made, shall bear interest from April 1, 1995,
creditable quarterly thereafter, at a rate equal to Moody's Aaa,
but not less than six percent (6%). There shall be paid to Uvena
during his lifetime, and charged to the Account the sum of
$50,000 on April 1, 1995, and on each April 1 thereafter (or in
the case of the last such installment such lesser amount as shall
remain in the Account) until the first to occur of (i) the death
of Uvena or (ii) the depletion of the Account by reason of the
charges for such distributions. The obligation of the Company to
make the payments contemplated by this section shall be an
unsecured general obligation of the Company.
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e. In January 1996, the Company shall pay Uvena two-thirds of the
payment that would have been called for under the 1993-1995 long
term incentive grant made to Uvena on December 10, 1992 pursuant
to the terms of the 1991 Stock Incentive Plan.
f. The Company shall pay Uvena the full 1994 annual bonus in
accordance with the terms of the 1994 Annual Incentive Plan,
payable in January 1995 in accordance with the terms of that
plan. Uvena shall not receive a payment under that plan for any
period after December 31, 1994.
g. The Company shall reimburse Uvena up to $5,000 for 1994 and an
additional $5,000 for 1995 for financial planning purposes in
accordance with the terms of the plan approved at the June 13,
1994 meeting of the Compensation Committee of the Company's Board
of Directors.
h. The Company shall pay the premium for excess life and disability
insurance benefits for Uvena for the period through the
Retirement Date in accordance with the terms of the plan approved
at the June 13, 1994 meeting of the Compensation Committee of the
Company's Board of Directors.
i. Uvena may continue to participate in the Company's benefit plans
in accordance with the terms of the plans through the Retirement
Date and thereafter as permitted by the plans. The Company shall
provide Uvena his rights under the Consolidated Budget
Reconciliation Act ("COBRA") from and after the Retirement Date
or, if earlier, the date of any "qualifying event" under that
law.
j. The Company shall provide outplacement assistance to Uvena, if
desired by Uvena, in the Company's discretion.
Upon the death of Uvena, any balance then remaining in the Account described in
sub-paragraph 2(d) or payment not yet made pursuant to sub-paragraphs 2(e) or
(f) shall be paid to such person(s) or trust(s) as shall be designated in
writing delivered to the Company by Uvena or if no such person(s) or trust(s)
have been so designated to the estate of Uvena.
The foregoing payments and benefits shall be subject to withholding taxes to the
extent required by law.
3. Uvena shall not at any time hereafter disparage or portray in a
negative light the Company, its subsidiary or affiliated entities, or their
shareholders, members, directors, officers, employees, agents or attorneys (past
or present) and shall not disclose to any one (without the prior written consent
of the Company) any information
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regarding the Company or its financial condition, contractual arrangements,
internal affairs, or governance which is non-public, confidential, or
proprietary or which would in any way injure the reputation of the Company or of
any of the (past or present) shareholders, members, directors, officers,
employees, agents or attorneys of the Company.
4. Uvena agrees that as a part of his responsibilities he will perform
such duties as are assigned to him and will assist the Company to ensure a
smooth transition to employees or other individuals designated by the Company of
his responsibilities and the details concerning the projects and assignments in
which he is and was involved.
5. Uvena agrees to cooperate with the Company in the truthful and honest
prosecution and/or defense of any claim in which the Released Parties (as
defined below) may have an interest (subject to reasonable limitations
concerning time and place), which may include without limitation making himself
available to participate in any proceeding involving any of the Released
Parties, allowing himself to be interviewed by representatives of the Company,
appearing for depositions and testimony without requiring a subpoena, and
producing and/or providing any documents or names of other persons with relevant
information.
6. Uvena agrees that during the two year period commencing March 31, 1995
and ending March 30, 1997, he will hold himself available to provide, and will
provide, if requested by the Company, consulting services relating to the areas
of his expertise developed during his career with the Company. To the extent
that he shall provide such consulting services, Uvena shall be entitled to
reimbursement for all reasonable out-of-pocket expenses incurred in the
performance of such services, but shall not be entitled to other compensation
therefor, it being the intent of the parties that the benefits provided
elsewhere in this Agreement include compensation for a reasonable amount of
consulting services. In the event the Company should request Uvena to provide
consulting services which would require more than one hundred (100) hours in any
twelve month period, Uvena shall not be obligated to provide such services
unless he and the Company shall agree upon a basis of compensation for such
excess hours. The inability of Uvena to provide required consulting services
under this paragraph due to his death or disability shall not be deemed a breach
of this Agreement.
7. Uvena reaffirms and agrees to comply with the terms of the Agreement
Regarding Confidential Information, Intellectual Property and Non-Solicitation
of Employees signed by Uvena on November 1, 1988, a copy of which is attached
hereto as Exhibit B and incorporated by reference herein. Uvena represents that
he has delivered (or will as requested, but no later than the Leave Date,
deliver) all papers, books, records, computer programs, or like materials in his
possession or control and all copies thereof to the Company.
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8. In consideration of the covenants and agreements of the Company herein
contained, the payments to be made by the Company pursuant to this Agreement,
the positions of trust and confidence he occupied with the Company and the
information of a highly sensitive and confidential nature he garnered as a
result of such position, Uvena agrees that he will not, during the period
commencing on the date of this Agreement and ending on December 31, 1996,
without the prior written consent of the Company, either directly or indirectly
accept employment by or serve as a consultant, agent, principal stockholder,
corporate officer, director, or any other individual or representative capacity
for any competitor, identified in the graphic arts industry, of the Company or
any of its subsidiaries or assist in the solicitation of any work or engage in
any other activity in competition with the business then being conducted by the
Company or any of its subsidiaries, or solicit directly or indirectly the
employees of the Company or any of its subsidiaries to accept any other
employment. Uvena acknowledges that the business conducted by the Company is
worldwide and that it is reasonably necessary for the protection of the Company
and its subsidiaries and their goodwill, in view of his knowledge of its and
their worldwide operations, that he not provide to competitors of the Company or
any of its subsidiaries anywhere in the world the benefit of his knowledge of
the Company and its subsidiaries and its and their business. Uvena further
acknowledges that a breach by him of his agreements contained in this section
would cause irreparable harm to the Company which is not adequately measurable
by money damages and that accordingly in the event of such a breach, in addition
to any and all other rights the Company may have, including, without limitation,
rights at law and in equity, and the right of the Company to terminate its
obligations under this Agreement and the payment of any monies hereunder, the
Company shall be entitled to equitable remedies in the nature of injunctive
relief to stop any existing breaches and to prohibit any future breaches.
9. Uvena, on behalf of himself, his heirs, executors, attorneys,
administrators, successors and assigns, hereby fully and forever, to the full
extent permitted by law, releases and discharges the Company, and each of its
subsidiary and affiliated companies and entities and each of their partners,
principals, members, shareholders, directors, officers, trustees, employees,
contractors, consultants, agents and attorneys, past, present and future, and
all predecessors, successors and assigns thereof (collectively "Released
Parties") from any and all claims, demands, agreements, actions, suits, causes
of action, damages, injunctions, restraints and liabilities, of whatever kind or
nature, in law, equity or otherwise, whether now known or unknown or which have
ever existed or which may now exist (except to enforce the terms of this
Agreement), including, but not limited to, any and all claims, liabilities,
demands or causes of action relating to or arising out of Uvena's employment,
resignation from the position of Senior Vice President of Law and Corporate
Staffs, or retirement from employment with the Company, such as claims under
Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. (S) 2000e et
seq., 42 U.S.C. (S) 1981, the Civil Rights Act of 1991, the Americans with
Disabilities Act, the Family and Medical Leave Act, the Age Discrimination in
Employment Act, as amended by the Older
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Workers Benefit Protection Act, the anti-trust and restraint of trade statutes
and common law, the federal and state (including, without limitation, Illinois)
statutes or common law, or claims for breach of contract, for misrepresentation,
for violation of any other federal, state or local statute, ordinance or
regulation or common law dealing in any respect with discrimination in
employment or otherwise, defamation, retaliatory or wrongful discharge under the
common law of any state, infliction of emotional distress or any other tort
under the common law of any state or for attorney's fees. Uvena acknowledges
and agrees that this release and the covenant not to sue set forth in paragraph
10 are essential and material terms of this Agreement and that without such
release and covenant not to sue no agreement would have been reached by the
parties. Uvena understands and acknowledges the significance and consequences
of this release and this Agreement.
The following provisions are applicable to, and made a part of, this
Agreement and the foregoing general release and waiver:
a. Uvena does not release or waive any right or claim that arises
after the date of execution of this Agreement which he may have
under the Age Discrimination in Employment Act, as amended by the
Older Workers Benefits Protection Act, provided that any claim
based upon his resignation from the position of Senior Vice
President of Law and Corporate Staffs and his retirement from the
Company has arisen prior to the execution of this Agreement;
b. In exchange for this general release and waiver hereunder, Uvena
hereby acknowledges that he has received separate consideration
beyond that to which he is otherwise entitled under the Company's
policy or applicable law;
c. The Company has advised, and hereby again expressly advises,
Uvena to consult with an attorney of his choosing regarding, and
prior to executing, this Agreement which contains a general
release and waiver.
d. Uvena has twenty-one (21) days from the date of receiving this
document to consider whether or not to execute this Agreement. In
the event of such execution, Uvena has a further period of seven
(7) days from such date in which to revoke said execution and
this Agreement shall not become effective or enforceable prior to
the expiration of such period.
This release and covenant not to sue shall not apply to workers, compensation
claims, and claims under state and federal unemployment insurance laws.
10. To the maximum extent permitted by law, Uvena covenants not to sue or
to institute or cause to be instituted any kind of claim or action (except to
enforce this
6
Agreement) in any federal, state or local agency or court against any of the
Released Parties relating to the matters covered by the foregoing release.
11. Uvena warrants and represents that he has neither made, will make,
nor suffered to be made any assignment or transfer of any right, claim, demand
or cause of action covered by the above release or covenant not to sue, that
Uvena is the sole and absolute owner of all thereof, and that Uvena has not
filed or suffered to be filed on his behalf any claim, action, demand of any
kind covered by the above release or covenant not to sue as of the date and time
of the execution of this Agreement.
12. Uvena agrees that Uvena's breach, or failure to fulfill the
conditions, of paragraphs 2 through 10 of this Agreement will cause the Released
Parties great injury which will be difficult, if not impossible, to measure and
that such injury will be immediate and irreparable for which the Released
Parties will have no adequate remedy at law. Consequently, Uvena agrees that,
notwithstanding the availability to the Company of any other relief, any breach
by Uvena or Uvena's agents or attorneys of any of the provisions of this
Agreement shall entitle the Released Parties to injunctive relief, and shall
discharge Uvena from its obligations under this Agreement. Further, Uvena agrees
that, in the event of a breach by Uvena or Uvena's agents or attorneys of the
provisions of this Agreement, the Released Parties would be more harmed by the
denial of an injunction or other equitable relief than Uvena would be harmed by
the issuance of an injunction or other equitable relief and that the public
interest would be furthered by the issuance of an injunction or other equitable
relief to prevent a further or additional breach of the provisions of this
Agreement by Uvena or Uvena's agents or attorneys.
13. Uvena agrees that neither this Agreement nor performance hereunder
constitutes an admission by the Company of any violation of any federal, state
or local law, regulation, common law, of any breach of any contract or any other
wrongdoing of any type.
14. In the event that any paragraph, subparagraph or provision of this
Agreement shall be determined to be contrary to governing law or otherwise
unenforceable, all remaining portions of this Agreement shall be enforced to the
maximum extent permitted by law; the unenforceable paragraph, subparagraph or
provision shall first be construed or interpreted, if possible, to render it
enforceable and, if that is not possible, then the provision shall be severed
and disregarded, and the remainder of this Agreement shall be enforced to the
maximum extent permitted by law.
15. This Agreement is being made and entered into in the State of Illinois
and its construction, validity and enforceability shall be determined under, and
in accordance with, the laws of the State of Illinois.
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16. This instrument plus the exhibits attached hereto constitute the
entire agreement between the parties. No modification of this Agreement shall
be valid unless signed by the party against whom such modification is sought to
be enforced.
IN WITNESS WHEREOF the parties have executed this Agreement the day and
year first above stated.
R.R. Donnelley & Sons Company
By: /s/ Steven J. Baumgartner
-----------------------------
Steven J. Baumgartner
Senior Vice President
of Human Resources
/s/ Frank J. Uvena
------------------------------
Frank J. Uvena
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EXHIBIT A
- - ---------
STATE OF ILLINOIS ) RATIFICATION AFFIDAVIT
)SS:
COUNTY OF COOK )
Frank J. Uvena, being first duly cautioned and sworn on oath, deposes
and states:
1. I am the same Frank J. Uvena who is a party to a Retirement and
Release Agreement ("Agreement") between R.R. Donnelley & Sons Company ("the
Company") and myself dated July 25, 1994.
2. I affirm that, prior to my acceptance of that Agreement on July
25, 1994, I was advised to seek my own lawyer,s advice, and further I was
advised that I had 21 days in which to consider the matter (which period of time
I utilized to the extent deemed prudent by myself, I being under no compulsion
to make a decision sooner). I further affirm that the Agreement was written in
such a manner that I understood the terms, and that the consideration called for
by the Agreement in exchange for the release and covenant not to sue arises
solely from that aspect of the Agreement, and is something to which I would not
otherwise be entitled absent the Agreement and the release and covenant not to
sue.
3. More than seven calendar days have passed since I executed the
Agreement and I have not taken any action to revoke the Agreement or the release
and covenant not to sue. In full recognition of my rights and obligations under
that Agreement and release and covenant not to sue, I ratify my initial
acceptance.
4. I have read all of the statements in this Ratification Affidavit,
and all of the facts are true to my own personal knowledge.
5. Further this affiant sayeth naught.
_______________________
Frank J. Uvena
[Notarized on following page]
9
Subscribed and sworn to before me, the undersigned notary public, this
4th day of August, 1994.
_________________________________
Notary public in and for the
State of Illinois, County of Cook
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EXHIBIT B
Frank J. Uvena
--------------------------------
(Type or print name of employee)
AGREEMENT REGARDING CONFIDENTIAL INFORMATION,
INTELLECTUAL PROPERTY AND
NON-SOLICITATION OF EMPLOYEES
In consideration of my employment or continued employment by R. R.
Donnelley & Sons Company or any subsidiary, affiliate, successor or assignee
thereof (collectively "Donnelley"), and the salary, commission or other
compensation paid to me from time to time by Donnelley, I agree as follows:
1. Competitive Employment. While employed by Donnelley, I will devote my
entire skill and best efforts to the duties that are assigned to me from
time to time, and I will not, without Donnelley's prior written consent,
engage in any employment or activity other than for Donnelley in any
business in which Donnelley is or becomes engaged.
2. Definition of Confidential Information. I realize that my position with
Donnelley creates a relationship of high trust and confidence with respect
to Confidential Information owned by Donnelley, its customers or suppliers
that may be learned or developed by me while employed by Donnelley. For
purposes of this Agreement, "Confidential Information" means all
information that meets one or more of the following three conditions: (a)
it has not been made available generally to the public either by Donnelley
or by a third party with Donnelley's consent, (b) it is useful or of value
to Donnelley's current or anticipated business or research and development
activities or those of a customer or supplier of Donnelley, or (c) it
either has been identified as confidential to me by Donnelley (orally or in
writing) or it has been maintained as confidential from outside parties and
is recognized as intended for internal disclosure only. Confidential
Information includes, but is not limited to, "Trade Secrets" to the full
extent of the definition of that term under Illinois law. It does not
include "general skills, knowledge and experience" as those terms are
defined under Illinois law.
3. Examples of Confidential Information. Confidential Information includes,
but is not limited to: computer programs, unpatented inventions,
discoveries or improvements; marketing, manufacturing, organizational,
research and development, and business plans; company policies; sales
forecasts; personnel information (including the identity of Donnelley
employees, their responsibilities, competence and abilities, and
compensation); medical information about employees; pricing and nonpublic
financial information; current and prospective customer lists and
information on customers or
11
their employees; information concerning planned or pending acquisitions or
divestitures; and information concerning purchases of major equipment or
property.
4. General Skills, Knowledge and Experience. If I leave Donnelley, I may take
with me and use the general skills, knowledge and experience that I have
learned or developed in my position or positions with Donnelley or others.
5. Confidentiality Obligations. During and after my employment with Donnelley,
I will not (a) disclose, directly or indirectly, any Confidential
Information to anyone outside of Donnelley or to any employees of Donnelley
not authorized to receive such information or (b) use any Confidential
Information other than as may be necessary to perform my duties at
Donnelley. In no event will I disclose any Confidential Information to, or
use any Confidential Information for the benefit of, any current or future
competitor, supplier or customer of Donnelley, whether myself, any
subsequent employer, or any other person or entity.
6. Duration. With respect to Trade Secrets, my obligations under paragraph 5
shall continue indefinitely or until such Trade Secret Information has been
made available generally to the public either by Donnelley or by a third
party with Donnelley's consent or is otherwise not considered a Trade
Secret under Illinois law. With respect to Confidential Information which
is not a Trade Secret (hereinafter referred to as "Proprietary
Information"), my obligations under paragraph 5 shall continue in duration
until the first to occur of the following: (a) five (5) years has elapsed
since termination of my employment with Donnelley for any reason, including
termination by Donnelley with or without cause, or (b) the Proprietary
Information has been made available generally to the public either by
Donnelley or by a third party with Donnelley's consent.
7. Geographic Scope. I understand that Donnelley has sales and manufacturing
facilities throughout the United States and in a number of foreign
countries, that it purchases equipment and materials from suppliers located
throughout the world, and that it expects to expand the scope of its
international activities in the future, I therefore agree that my
obligations under paragraph 5 shall extend worldwide.
8. Former Employers. I acknowledge that Donnelley expects me to respect and
safeguard the trade secrets and confidential information of my former
employers. I will not disclose to Donnelley, use in Donnelley's business,
or cause Donnelley to use, any information or material that is confidential
to any former employer, unless such information is no longer confidential
or Donnelley or I have obtained the written consent of such former employer
to do so.
9. Return of Property. Upon termination of my employment with Donnelley, I
will return all Donnelley property in my possession, including notebooks,
reports, manuals programming data, listings and materials, engineering or
patent drawings, patent applications, any other documents, files or
materials which contain, mention or relate to Confidential Information, and
all copies and summaries of such materials, whether
12
in human-or machine-readable-only form, that I may have or that may come
into my custody while employed by Donnelley.
10. Non-Solicitation of Employees. I shall not while employed by Donnelley and
for a period of two (2) years from the date of termination of my employment
with Donnelley for any reason, including termination by Donnelley with or
without cause, either directly or indirectly solicit, induce or encourage
any Donnelley employee(s) to terminate their employment with Donnelley or
to accept employment with any competitor, supplier or customer of
Donnelley, nor shall I cooperate with any others in doing or attempting to
do so. As used herein, the term "solicit, induce or encourage" includes,
but is not limited to, (a) initiating communications with a Donnelley
employee relating to possible employment, (b) offering bonuses or
additional compensation to encourage Donnelley employees to terminate their
employment with Donnelley and accept employment with a competitor, supplier
or customer of Donnelley, or (c) referring Donnelley employees to personnel
or agents employed by competitors, suppliers or customers of Donnelley.
11. Injunctive Relief. I acknowledge that violation of the foregoing
confidentiality and non-solicitation obligations will cause Donnelley
irreparable harm. I agree that Donnelley is entitled to protection from
such violations, including protection by injunctive relief, in addition to
other remedies available under the law.
12. Disclosure of Developments. I will disclose promptly to Donnelley all
inventions, discoveries, developments, improvements, works of authorship
and computer programs and related documentation (collectively,
"Developments") that are made, conceived, first reduced to practice or
learned by me either solely or jointly with another or others while
employed by Donnelley, whether or not they are patentable, copyrightable or
subject to trade secret protection.
13. Ownership of Developments. I agree that, except as otherwise provided in
paragraph 17 hereof, all Developments shall be the sole and exclusive
property of Donnelley. Any Development for which copyright protection is
available shall be considered a work made for hire or, if I am an
independent contractor, assigned by me to Donnelley, I agree to assign and
do hereby assign to Donnelley, or to some other legal entity ("Assignee")
designated by Donnelley, all of my right, title and interest in and to all
Developments.
14. Protection of Developments. Donnelley or Assignee shall have the right to
use the Developments and obtain Letters Patent, copyrights (as author or
assignee) or other statutory or common law protections for Developments in
any and all countries. I will provide Donnelley or Assignee such assistance
as may be requested in order for Donnelley or Assignee to obtain or
otherwise secure, and from time to time enforce. U.S. or foreign Letters
Patent, copyrights or other statutory or common law protections for
Developments, including the execution of any and all documents that
Donnelley or Assignee may wish to use to obtain or otherwise secure or
enforce such rights, together with any assignments thereof to Donnelley or
Assignee, and to the successors and
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assigns of Donnelley or Assignee, transferring all of my right, title and
interest in and to any Development, and the right to apply for or otherwise
obtain any such rights. Donnelley or Assignee shall have the sole right to
determine what action, if any, to take with respect to any Development. All
expenses incurred in obtaining and enforcing rights in Developments owned
by or assigned to Donnelley shall be borne by Donnelley.
15. Post-Employment Assistance. If I am no longer employed by Donnelley,
Donnelley or Assignee shall compensate me at a reasonable rate for time
actually spent by me at the request of Donnelley or Assignee on the
assistance referred to in paragraph 14. Such rate shall be determined by
Donnelley and shall be based on my compensation at the time my employment
with Donnelley was terminated. Donnelley or Assignee shall also reimburse
me for pre-approved traveling and personal expenses incurred in complying
with such request.
16. Employee Inventions. I understand that the provisions of paragraphs 13, 14
and 15 of this Agreement do not apply to an invention for which none of
Donnelley's equipment, supplies, facilities or trade secret information was
used and which was developed entirely on my own time, unless the invention
relates directly to Donnelley's business or to Donnelley's actual or
demonstrably anticipated research or development activities, or unless the
invention results from work I perform for Donnelley.
17. Pre-Existing Developments. I have identified at the end of this agreement
all Developments that have been made or conceived or first reduced to
practice by me alone or jointly with others prior to my employment with
Donnelley, and that I desire to exclude from operation of this agreement.
If there are no Developments listed, I represent that I have made no such
Developments
18. Payments. With respect to any Development for which Donnelley seeks to
obtain U.S. or foreign letters patent, Donnelley will pay me the sum of
Five Hundred Dollars ($500) when I execute an assignment of the Development
to Donnelley, or when I execute the first patent application and assignment
covering the Development, whichever occurs first. Divisional or
continuation-in-part applications shall be considered to cover separate
Developments. The payment of the sum of Five Hundred Dollars ($500) shall
relieve Donnelley of any obligation to make any further payments to me with
respect to such Development. If there are several co-inventors, this sum
shall be divided equally between them.
19. Partial Termination. If, subsequent to the date of this agreement, I am
placed into a position at Donnelley in which disclosure and assignment of
Developments is not required under Donnelley's Standard Practice on
Patents, SP5-0500, I may terminate paragraphs 12-18 of this Agreement in
accordance with the terms of such Standard Practice with respect to
Developments conceived subsequent to the date of my placement.
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20. Identification of Authorship. Donnelley, its assignees and licensees are
not required to designate me as the author of any design, computer program
or related documentation or other work of authorship created as a work made
for hire or assigned under this agreement when any such work is distributed
publicly, nor to make any such public distribution.
21. Subsidiaries and Affiliates. I understand and agree that this agreement is
executed by R. R. Donnelley & Sons Company on its own behalf and on behalf
of each of its subsidiaries, that my obligations under this agreement shall
apply equally to each of Donnelley's subsidiaries and that such
subsidiaries may enforce this agreement in their own names as if they were
parties to this agreement.
22. Prior Agreements. The provisions of any previous agreement relating to the
same subject matter shall remain in effect with respect to any Developments
disclosed by me to Donnelley prior to the date of this agreement. Any
Development made or conceived during the term of such previous agreement
but not disclosed until after the date of this agreement shall be governed
by the terms of this agreement.
23. Severability. If any provision of this agreement is held by a court to be
void or unenforceable for any reason, the remaining provisions of this
agreement shall continue in full force and effect. If a court is of the
opinion that any part of this Agreement is unreasonable, it may modify this
Agreement to make it reasonable and enforceable in all respects.
24. Recovery of Expenses. I agree to pay to Donnelley the costs and reasonable
attorneys' fees incurred by Donnelley if it prevails in enforcing any or
all of the terms of this Agreement.
25. Survival of Obligations. The provisions of paragraphs 2-16, 18, 20, and
23-26 of this Agreement shall survive its termination.
26. Governing Law. This agreement shall be construed in accordance with laws
governing contracts made and to be performed in the State of Illinois.
_________________________________________ _____________________, 19_____
Employee Date
R. R. DONNELLEY & SONS COMPANY
By ______________________________________
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The following are Developments not covered by paragraph 17, in which I have any
right, title or interest, and which were conceived or written either wholly or
in part by me prior to my employment with Donnelley, but neither published nor
filed in any Patent Office.
DESCRIPTION OF DOCUMENTS (if applicable)
Date of Name of Witness
Title of Document Document on Document
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