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EXHIBIT (c)(13)
AGREEMENT
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This Agreement ("Agreement") is entered into by and between Duplex
Products Inc., a corporation ("Duplex") and Mark A. Robinson ("Robinson").
WHEREAS, Robinson currently serves as General Counsel of Duplex; and,
WHEREAS, Duplex may from time to time be an acquisition target; and,
WHEREAS, it is in the best interests of the shareholders that key
management personnel remain in place throughout any acquisition activity and
devote their entire time and energies to their employment with Duplex and any
such acquisition activity; and,
WHEREAS, it is the desire of Duplex to give appropriate incentives and
protection to certain key executives in the event of any such activity so that
they can devote their entire time and energies to Duplex business without
distraction.
NOW, THEREFORE, in consideration of the promises set forth in this
Agreement, and in further consideration of Robinson's continued employment with
Duplex, the parties hereto agree as follows:
1. DEFINITIONS. The terms defined below shall have the following
meanings throughout this Agreement:
1.1 BASE ANNUAL SALARY. For purposes of this Agreement, "Base Annual
Salary" shall be equal to Robinson's annual salary excluding bonuses
or other similar payments as of the date of a Change of Control.
1.2. CHANGE IN CONTROL. A "Change in Control" shall exist upon the
first of any of the following to occur:
1.2.1. Any tender offer, merger or other business
combination, sale of assets, contested election or any
combination of the foregoing transactions (a "Transaction"),
which results in the persons who were directors of Duplex
before the Transaction ceasing to constitute a majority of the
Board of Directors of Duplex or any successor to Duplex after
the Transaction;
1.2.2. Duplex merges or consolidates with another corporation
and as a result of the merger or consolidation fifty percent
(50%) or less of the outstanding voting securities of the
surviving or resulting corporation shall then be owned in the
aggregate by former stockholders of Duplex;
1.2.3. A tender offer or exchange offer is made and
consummated for the ownership of securities of Duplex
representing more than fifty percent (50%) of the combined
voting power of Duplex's then outstanding voting securities;
or
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1.2.4. Duplex transfers substantially all of its assets to
another corporation which is not a wholly-owned subsidiary of
Duplex.
1.2.5. A Change of Control for the purposes of this Agreement
shall specifically include any transaction completed with
Miami Systems Corporation and/or Wallace Computer Systems
Inc..
1.3 SEVERANCE CONSIDERATION. "Severance Consideration" shall be
equal to one year's Base Annual Salary if the Severance occurs in the
first twelve (12) months immediately following a Change of Control.
Beginning the thirteenth (13th) month through the twenty-fourth
(24th) month after a Change of Control, said Severance Consideration
shall be reduced by 8.33% each month.
1.4 QUALIFYING TERMINATION. A "Qualifying Termination" is a
termination of Robinson's employment qualifying him for Severance
Consideration under this Agreement and shall mean:
1.4.1 Any termination of Robinson's employment by Duplex, or
any successor to Duplex, without cause, subsequent to and
within twenty-four (24) months of a Change of Control;
1.4.2 A reduction of Robinson's salary by Duplex, or any
successor to Duplex, by 20% per cent, or more, or his position
is changed from General Counsel, subsequent to and within
twenty-four (24) months of a Change of Control.
1.5 ENTIRE TIME AND ENERGIES. "Entire time and energies" shall mean
the normal and customary hours per week devoted to perform the duties
assigned to Robinson as General Counsel since he assumed said
position, and as compared to corporate executives in similar positions
with other similar companies.
2. PAYMENT OF SEVERANCE CONSIDERATION.
If a Qualifying Termination occurs and Robinson is entitled to
Severance Consideration, said Severance Consideration shall be paid
to Robinson as set forth in this Agreement, and shall be paid in one
lump sum within ten (10) days of said termination.
3. RETENTION POOL.
Duplex has created a Retention Pool to be used only if a transaction
is consummated with Miami Systems Corporation and/or Wallace Computer
Systems Inc., in which case Robinson will share in said Retention Pool
as follows:
3.1 If Miami Systems Corporation effectuates a merger with Duplex,
or acquires 50% or more of the outstanding shares of Duplex,
or Wallace Computer Systems Inc.
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acquires 50% or more of the outstanding shares of Duplex, and
Robinson is still employed by Duplex at the time either of the
above referenced transactions is consummated, then in that
event, Robinson shall receive $100,000.00 from said Retention
Pool, in one lump sum payable within ten (10) days after said
transaction is consummated.
4. STOCK OPTIONS.
On January 4, 1996, Duplex through its Board of Directors adopted a
resolution that would cause all stock options issued under the
1984/1993 Incentive Stock Option program, owned by Robinson, no matter
when granted that would not otherwise vest, to vest 100% at the time
of the consummation of either of the transactions mentioned in
paragraph 3 hereinabove with Miami Systems Corporation or Wallace
Computer Systems Inc.
5. WITHHOLDING OF TAXES.
Duplex, or any successor of Duplex, shall withhold from any Severance
Consideration payable under this Agreement all federal, state, city or
other taxes as may be required by law.
6. NOT AN EMPLOYMENT AGREEMENT.
Nothing in this Agreement shall give Robinson any right to continued
employment with Duplex, or any successor of Duplex, nor shall it give
Duplex any rights to the continued performance of duties by Robinson
to Duplex, or any successor of Duplex.
7. NOTICES.
Notices under this Agreement shall be in writing and shall be deemed
given when mailed by United States registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:
If to Duplex, to:
Duplex Products Inc.
1947 Bethany Road
Sycamore, IL 60178
Attn: Chairman of the Board
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If to Robinson, to:
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or to such other address as either party may furnish to the other in writing,
except that notices of changes of address shall be effective only upon receipt.
8. APPLICABLE LAW.
The performance and interpretation of this Agreement shall be
construed in accordance with the laws of the State of Illinois.
9. SEVERABILITY.
If a court of competent jurisdiction determines that any provision of
this Agreement is invalid or unenforceable, then the invalidity or
unenforceability of that provision shall not affect the validity or
enforceability of any other provision of this Agreement and all other
provisions shall remain in full force and effect.
10. NO ASSIGNMENT.
Robinson's rights to receive payments or benefits under this Agreement
shall not be assignable or transferable whether by pledge, creation of
a security interest or otherwise. Duplex shall have no liability to
pay any amount so attempted to be assigned or transferred.
11. SUCCESSORS.
This Agreement shall be binding upon and inure to the benefit of
Duplex, its successors and assigns (including, without limitation, any
company into or with which Duplex may merge or consolidate). Duplex
agrees that it will not effect a Change of Control unless either: the
person or entity acquiring control of Duplex shall expressly assume by
an instrument in writing all duties and obligations of Duplex under
this Agreement; or Duplex shall provide for the payment in full of all
amounts which are payable to Robinson under this Agreement.
12. CONFIDENTIALITY AND RELEASE.
Robinson's right to receive and Duplex's obligation to pay Severance
Consideration shall be contingent upon Robinson executing a binding
agreement setting forth a release of any and all claims arising from
his employment and/or termination of employment with
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Duplex or any successor of Duplex. Such agreement shall also contain
covenants of confidentiality.
13. ENTIRE AGREEMENT.
This Agreement represents the entire agreement of the parties
regarding the severance pay arrangements between them. This Agreement
may not be modified except in writing signed by both parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered as of the day and year first above written.
DUPLEX PRODUCTS INC.
BY: /s/ John A. Bacon /s/ Mark A. Robinson
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John A. Bacon MARK A. ROBINSON
Compensation Committee Chairman January 26, 1996
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