EXHIBIT 10.53
November 6, 2004
Mr. Herbert Moloney
Vertis, Inc.
250 W. Pratt St.
Baltimore, MD 21201
Re: Transition Arrangements
Dear Herb:
In keeping with the conversations that you have
had with the Board and its various members regarding the
Board’s long term planning for Vertis and how that impacts
you, this letter is intended to memorialize an arrangement wherein
we mutually agree to allow you to pursue other opportunities while
continuing to provide valuable service to Vertis, Inc.
(“Vertis”) for a period of time and Vertis agrees to
treat your leaving as a termination without cause at the end of
that period. Additionally, Vertis will agree to accelerate your
outplacement benefits as set forth below.
This arrangement is designed to provide Vertis
with predictability and assistance in the transition to a new
management organization and in particular assurance that you will
provide to Mr. Joe Scott, Vertis’ new Senior VP Sales of
North American, as much insight as possible into Vertis’
sales organization and its relationships with customers and the
industry. Vertis will expect you to attend internal and external
meetings, consult with the Board, management, and the field
organization as the Board and Vertis senior management directs. The
Board has every confidence that you will honor its expectation of
continued high performance just as you have performed in your many
years of service to Vertis.
In exchange, the arrangement will provide to you
a dignified transition to your next professional position, adequate
notice of your end date with Vertis and compensation for a period
of two years as set forth in your Employment Agreement of August
31, 2003 “Employment Agreement” in circumstances
equivalent to a termination without cause.
From the date of your counter-signature of this
letter, you will provide services to Vertis as requested by the
Board or its senior management. Vertis anticipates that within the
reorganization currently underway and prior to the Date of
Termination as hereinafter defined that your reporting
relationships and j
