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EXHIBIT 10
EMPLOYMENT SEPARATION AGREEMENT
AND GENERAL RELEASE
This Employment Separation Agreement and General Release
(the
"Agreement") is being entered into between Cenveo, Inc.
(formerly Mail-Well,
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Inc.) ("Cenveo") and Paul V. Reilly ("Mr. Reilly") as of January
6, 2005.
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For and in consideration of the mutual promises contained
herein, and for
other good and sufficient consideration, receipt of which is
hereby
acknowledged, Cenveo and Mr. Reilly (sometimes hereafter
referred to as the
"parties") agree as follows:
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1. RESIGNATION AND PAYMENT.
(a) Mr. Reilly shall resign from all offices and positions
he holds or may hold with Cenveo and any and all other
businesses or
entities owned or controlled directly or indirectly by Cenveo,
including
without limitation his positions as President and Chief
Executive Officer of
Cenveo, but not his position as a director of Cenveo. Mr. Reilly
shall
submit a resignation letter to the Board of Directors of Cenveo
in the form
set forth in Attachment A on or before January 6, 2005. Mr.
Reilly's
resignation shall be effective on the last day of the month in
which it is
accepted by Cenveo's Board of Directors (the "Termination
Date"). Cenveo and
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Mr. Reilly agree that until the Termination Date, he shall be
entitled to
receive all benefits due him under the terms of the Employment
and Executive
Severance Agreement dated March 10, 2003 between Mr. Reilly and
Cenveo, Inc.
(the "Employment and Executive Severance Agreement") and further
that he
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shall remain in all positions he currently holds with Cenveo and
any and all
other businesses or entities owned or controlled directly or
indirectly by
Cenveo.
(b) Mr. Reilly shall be entitled to receive all "Accrued
Obligations" as of the Termination Date, as such term is defined
in Section
4.3(a) of the Employment and Executive Severance Agreement.
Additionally,
provided that Mr. Reilly executes this Agreement and does not
revoke it in
accordance with paragraph 14 below, Mr. Reilly shall be entitled
to receive
the payments and benefits (the "Severance Benefits") he would
have received
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pursuant to the Employment and Executive Severance Agreement, as
if Cenveo
had terminated Mr. Reilly's employment without cause as of
January 6, 2005
except as otherwise provided in Attachment B hereto. The parties
stipulate
and agree that the Severance Benefits are as set forth in
Attachment B
hereto. All payments shall be reduced by standard deductions
and
withholdings for federal, state, and local taxes as determined
by Cenveo.
(c) As of the Termination Date, except as provided herein,
Mr. Reilly shall not be eligible and is not eligible to
participate in any
Cenveo benefits or compensation plans, except to the extent
contemplated by
Cenveo's stock option plans or to the extent Mr. Reilly elects
medical or
dental coverage under Cenveo's group medical or dental plans
pursuant to the
federal law commonly known as COBRA.
(d) Mr. Reilly agrees that once all of the payments and
benefits referred to in this paragraph 1 have been paid, he
shall have been
paid all compensation due and owing to him
under this Agreement and under the Employment and Executive
Severance
Agreement or any other contract or agreement he has or may have
had with
Cenveo or from any other source of entitlement, including all
wages, salary,
commissions, bonuses, incentive payments, profit-sharing
payments, accrued
vacation, leave, severance pay or other benefits or
compensation.
(e) Mr. Reilly's rights with regard to any vested stock
options shall be governed by the applicable stock option plan
terms.
2. GENERAL RELEASE. With the exception of the obligations
set forth in this Agreement, Mr. Reilly, on behalf of himself
and his
agents, heirs, executors, administrators, successors and
assigns, hereby
releases and forever discharges Cenveo and its affiliates, and
any and all
of its and their officers, directors, employees, agents,
counsel, and
successors and assigns, from any and all complaints, claims,
demands,
damages, lawsuits, actions, and causes of action which he has or
may have
against any one or more of them for any reason whatsoever in law
or in
equity, under federal, state or other law, whether the same be
upon
statutory claim, contract, tort or other basis, including but
not limited to
any and all claims arising from or relating to his employment or
the
termination of his employment and any and all claims relating to
the
Employment and Executive Severance Agreement, any other
employment contract,
any employment statute or regulation, or any employment
discrimination law,
including but not limited to the Age Discrimination in
Employment Act of
1967, the Older Workers' Benefit Protection Act, Title VII of
the Civil
Rights Act of 1964, the Americans with Disabilities Act of 1990,
the Civil
Rights Act of 1866, the Equal Pay Act of 1963, and the Colorado
Civil Rights
Act, all as amended, all state and local laws, regulations and
ordinances
prohibiting discrimination in employment, and other laws and
regulations
relating to employment, including but not limited to the
Employee Retirement
Income Security Act of 1974, the Fair Labor Standards Act, and
the Family
and Medical Leave Act, all as amended. Mr. Reilly understands
and
acknowledges that this is a GENERAL RELEASE. Mr. Reilly agrees,
without
limiting the generality of the above release, not to file any
claim or
lawsuit seeking damages or other relief and asserting any claims
that are
lawfully released in this paragraph. Mr. Reilly further hereby
irrevocably
and unconditionally waives any and all rights to recover any
relief and
damages concerning the claims that are lawfully released in this
paragraph.
Mr. Reilly represents and warrants that he has not previously
filed or
joined in any such claims against any of the persons or entities
released
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