<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-21525
DONNELLEY ENTERPRISE SOLUTIONS INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-316071
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
161 NORTH CLARK STREET, SUITE 2400, CHICAGO, IL 60601
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (312) 419-7600
Indicate by check mark whether the registrant (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [_]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Common Stock, par value $0.01 per share: 5,005,000 shares outstanding as of
May 14, 1997.
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<PAGE>
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Income for the three month period ended
March 31, 1996 and 1997.............................................. 1
Consolidated Balance Sheets as of December 31, 1996 and March 31,
1997................................................................. 2
Consolidated Statements of Cash Flows for the three month period ended
March 31, 1996 and 1997.............................................. 3
Notes to Consolidated Financial Statements............................ 4
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................. 6
Item 3. Quantitative and Qualitative Disclosures about Market Risk...... *
PART II--OTHER INFORMATION
Item 1. Legal Proceedings............................................... *
Item 2. Changes in Securities........................................... *
Item 3. Defaults Upon Senior Securities................................. *
Item 4. Submission of Matters to a Vote of Security Holders............. *
Item 5. Other Information............................................... 11
Item 6. Exhibits and Reports on Form 8-K................................ 11
</TABLE>
- --------
*No response to this item is included herein for the reason that it is
inapplicable or the answer to such item is negative.
<PAGE>
PART I--FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS.
DONNELLEY ENTERPRISE SOLUTIONS INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME
($000S, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
1996 1997
---------- ----------
(UNAUDITED)
<S> <C> <C>
Business services outsourcing revenues.................. $ 12,837 $ 16,356
Information technology revenues......................... 7,614 10,682
---------- ----------
Total revenues........................................ 20,451 27,038
Cost of revenues........................................ 15,925 21,137
---------- ----------
Gross profit.......................................... 4,526 5,901
Selling, general and administrative expenses............ 4,301 5,182
Amortization of goodwill................................ 148 265
---------- ----------
Earnings from operations.............................. 77 454
Interest expense (income), net.......................... 59 (8)
---------- ----------
Earnings before income taxes.......................... 18 462
Income taxes............................................ 87 226
---------- ----------
Net income (loss)..................................... $ (69) $ 236
========== ==========
Earnings per share...................................... $ 0.05
==========
Common shares outstanding............................... 5,005,000
==========
Pro forma earnings per share............................ $ (0.01)
==========
Pro forma common shares outstanding..................... 5,005,000
==========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
<PAGE>
DONNELLEY ENTERPRISE SOLUTIONS INCORPORATED
CONSOLIDATED BALANCE SHEETS
($000S, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
ASSETS 1996 1997
------ ------------ ---------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and equivalents.................................. $ 8,910 $ 6,437
Accounts receivable, less allowances for doubtful
accounts of $460 in 1996 and $584 in 1997............ 21,228 18,428
Unbilled receivables.................................. 4,847 15,237
Inventories........................................... 4,144 2,832
Prepaid expenses and other current assets............. 1,728 1,552
Income taxes receivable............................... 1,533 1,533
Deferred income taxes................................. 867 990
------- -------
Total current assets................................ 43,257 47,009
Property and equipment, net............................. 12,646 14,059
Goodwill, net........................................... 20,213 19,948
Other noncurrent assets................................. 60 60
------- -------
Total assets........................................ $76,176 $81,076
======= =======
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
Current liabilities:
Line of credit........................................ $ -- $ 4,000
Capital lease obligations, current portion............ 1,162 1,106
Advances due to related party......................... 6,455 9,853
Accounts payable...................................... 7,633 5,868
Accrued salary and benefits........................... 2,280 2,455
Accrued other expenses................................ 2,010 2,493
Customer prepayments.................................. 4,434 1,923
Deferred revenues..................................... 1,134 2,140
------- -------
Total current liabilities........................... 25,108 29,838
Noncurrent liabilities:
Capital lease obligations............................. 1,305 1,382
Deferred income taxes................................. 311 323
------- -------
Total noncurrent liabilities........................ 1,616 1,705
Shareholders' equity:
Common stock--$.01 par value, 15,000,000 authorized
shares; 5,005,000 issued and outstanding at December
31, 1996 and March 31, 1997, respectively............ 50 50
Preferred stock--$.01 par value, 1,000,000 authorized
shares; none issued and outstanding.................. -- --
Additional paid-in capital............................ 49,399 49,244
Retained earnings..................................... 3 239
------- -------
Total shareholders' equity.......................... 49,452 49,533
------- -------
Total liabilities and shareholders' equity.......... $76,176 $81,076
======= =======
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
2
<PAGE>
DONNELLEY ENTERPRISE SOLUTIONS INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
($000S)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------
1996 1997
--------- ---------
(UNAUDITED)
<S> <C> <C>
Cash flows provided by (used in) operating activities:
Net income (loss)..................................... $ (69) $ 236
Depreciation and amortization......................... 1,009 1,204
Amortization of goodwill.............................. 148 265
Net changes in assets and liabilities................. (8,019) (8,825)
--------- ---------
Net cash used in operating activities............. (6,931) (7,120)
--------- ---------
Cash flows used in investing activities:
Capital expenditures.................................. (1,081) (2,302)
LANSystems contingent payments........................ (794) --
--------- ---------
Net cash used in investing activities............. (1,875) (2,302)
--------- ---------
Cash flows (used for) provided by financing activities:
Advances from related parties, net.................... 8,658 3,398
Line of credit........................................ -- 4,000
Principal payments on capital leases.................. (342) (294)
Stock issuance costs related to IPO................... -- (155)
--------- ---------
Net cash provided by financing activities......... 8,316 6,949
--------- ---------
Net decrease in cash and equivalents.................. (490) (2,473)
Cash and equivalents, at beginning of period...... 652 8,910
--------- ---------
Cash and equivalents, at end of period............ $ 162 $ 6,437
========= =========
The changes in assets and liabilities were as follows:
Decrease (increase) in assets:
Receivables, net.................................... $ (4,334) $ (7,590)
Inventories......................................... (1,117) 1,312
Prepaid expenses and other.......................... 15 176
Income taxes receivable............................. (20) --
Deferred income taxes............................... 117 (123)
Other noncurrent assets............................. (1) --
Increase (decrease) in liabilities:
Accounts payable.................................... (642) (1,765)
Accrued salary and benefits......................... (1,042) 175
Accrued other expenses.............................. (197) 483
Customer prepayments................................ (271) (2,511)
Deferred income taxes............................... -- 12
Deferred revenues................................... (274) 1,006
Other noncurrent liabilities........................ (253) --
--------- ---------
Net change in assets and liabilities.................. $ (8,019) $ (8,825)
========= =========
Interest.............................................. 60 82
Income taxes.......................................... $ -- $ 6
========= =========
Supplemental non-cash investing and financing
activities:
Capital leases........................................ $ -- $ 315
========= =========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
3
<PAGE>
DONNELLEY ENTERPRISE SOLUTIONS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. ORGANIZATION AND NATURE OF OPERATIONS
Donnelley Business Services ("DBS") was an unincorporated business unit of
R.R. Donnelley & Sons Company ("R.R. Donnelley") from its organization in 1988
through December 31, 1995. On June 21, 1995, R.R. Donnelley acquired
LANSystems, Inc. ("LANSystems") in a business combination accounted for as a
purchase. Following the acquisition, LANSystems was a wholly owned subsidiary
of R.R. Donnelley and was operated together with DBS. Effective January 1,
1996, R.R. Donnelley contributed the assets and liabilities of DBS to
LANSystems and LANSystems changed its name to Donnelley Enterprise Solutions
Incorporated (the "Company" or "DESI").
On November 5, 1996, the Company completed an initial public offering of
2,860,000 shares of Common Stock (the "IPO" or "Offering"), 1,855,000 of which
were sold by the Company, and 1,005,000 of which were sold by R.R. Donnelley.
Of the $41.7 million of net proceeds to the Company from the IPO, (1)
approximately $8.7 million was used in final payment for certain contingent
obligations arising from the acquisition of LANSystems, (2) $20.3 million was
used in repayment of advances owed R.R. Donnelley, and (3) approximately $8.1
million was used in repayment of the $8.0 million Dividend Note and accrued
interest. The remaining $4.6 million was used for general corporate purposes.
The Company is a single-source provider of integrated information management
services to professional service providers, primarily large law firms,
investment banking firms and accounting firms. The Company operates entirely
within the information management services segment. Within this segment, the
Company offers two general categories of services: business services
outsourcing and information technology services. The Company's business
services outsourcing offerings include document services, such as
reprographic, networked and color printing, mailroom and facsimile services;
word processing and desktop publishing; and imaging. The Company's information
technology services include systems integration, consulting, systems
management outsourcing and software development.
NOTE 2. BASIS OF PRESENTATION AND CARVE-OUT
The financial statements included herein are unaudited and have been
prepared by the Company to conform with the requirements applicable to this
Quarterly Report on Form 10-Q. Accordingly, certain information and
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been omitted as permitted
by such requirements. However, the Company believes that the disclosures made
are adequate to make the information presented not misleading. These financial
statements should be read in conjunction with, and have been prepared in
conformity with the accounting principles reflected in the financial
statements and related notes in the Company's Annual Report on Form 10-K for
the year ended December 31, 1996.
The consolidated first quarter 1996 financial statements and other financial
data appearing in this Form 10-Q reflect the results of operations, financial
position and cash flows of the Company on a carve-out basis and are derived
from the historical consolidated financial statements and financial data of
the Company. The consolidated financial statements have been adjusted to
reflect certain expenses and liabilities incurred by R.R. Donnelley on behalf
of the Company. The Company believes that the assumptions underlying all such
adjustments are reasonable; however, the consolidated financial statements do
not necessarily reflect the expenses and liabilities that would have been
incurred by the Company operating as a stand alone entity.
The Company has entered into certain agreements pursuant to which R.R.
Donnelley or its affiliates have agreed to perform certain legal, tax, data
processing, risk management, employee benefit, credit and collection, cash
management, banking and accounts payable services for the Company. The Company
is charged fees and expenses for these services, but retains the right to
terminate certain services provided under the agreements upon 30 days notice.
4
<PAGE>
adjustments necessary to present fairly the financial information for the
periods presented. Certain items in prior periods have been reclassified to
conform with current period classifications. The 1997 interim results are not
necessarily indicative of the results that may be expected for the remainder
of the year.
NOTE 3. EARNINGS PER SHARE
Earnings per share is determined by dividing the net income by the weighted
average shares outstanding during the period. The dilutive effect of
unexercised stock options has not been included in the calculation as the
effect would not be material. The pro forma earnings per share calculation for
the three months ended March 31, 1996 does not reflect the actual weighted
average shares outstanding during the period, but assumes the 5,000,000 common
shares outstanding upon the completion of the Offering and the 5,000
restricted common shares issued to a key executive were outstanding for the
period.
NOTE 4. CREDIT AGREEMENT
The Company entered into a $22.0 million credit agreement with Harris Trust
and Savings Bank on October 30, 1996. The credit agreement is used in
conjunction with cash flows from operations to fund ongoing operations,
seasonal cash needs and for continued growth and investment.
NOTE 5. COMMITMENTS AND CONTINGENCIES
The Company is party to certain litigation arising in the ordinary course of
business which, in the opinion of management, will not have a material adverse
effect on the operations or financial position of the Company. A former client
filed suit against the Company in 1996 and the Company filed a counter claim
in 1997. The Company is of the opinion that the claim and the related
counterclaim will not have a material impact on the results of operations of
the Company in the period in which resolved.
NOTE 6. NEW ACCOUNTING PRONOUNCEMENT
In February of 1997, Statement of Financial Accounting Standards No. 128,
"Earnings per Share" ("FAS 128") was issued. FAS 128 simplifies the standards
for computing earnings per share. FAS 128 is effective for financial
statements issued for periods ending after December 15, 1997, including
interim periods. FAS 128 requires restatement of all prior-period EPS data
presented. Management believes the adoption of FAS 128 in the fourth quarter
will not have a material impact on the financial statements of the Company.
5
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
GENERAL
Overview
The Company is a single-source provider of integrated information management
services to professional service organizations, primarily large law firms,
investment banks and accounting firms. DESI offers its clients the opportunity
to focus on their core businesses by outsourcing a variety of functions,
including business services and information technology services. The Company
has experienced substantial growth by expanding its service offerings, adding
new clients, increasing business with its existing clients, and capitalizing
on the growing trend toward outsourcing. In the first quarter of 1997, the
Company's revenues from business services outsourcing and information
technology services were $16.3 million and $10.7 million, respectively. In the
first quarter of 1996, the Company had revenues of $12.8 million from business
services outsourcing and $7.6 million from information technology services.
DESI commenced its outsourcing operations in 1988 as a provider of
reprographic services and has expanded its service offerings to include
networked and electronic color printing, mailroom and facsimile services, word
processing, desktop publishing and imaging. In June 1995, the Company
broadened its capabilities from managing paper-based information to include
the management of electronic information through the acquisition of
LANSystems, which has provided information technology services, including
systems integration, consulting and software development, since 1983. In
February 1996, the Company began providing systems management outsourcing
services.
The Company's revenues are derived primarily from (i) monthly fees under its
business services outsourcing contracts, (ii) fees relating to both
information technology and technical training projects, (iii) the resale of
hardware or software products, (iv) monthly fees under its system management
outsourcing contracts, and (v) monthly fees under information technology
maintenance contracts. The Company typically enters into contracts with its
business services clients that have terms ranging from three to five years.
These contracts generally provide for monthly minimum payments based on the
client's historical volumes. Substantially all of the Company's business
services outsourcing contracts are priced on a per unit basis for each service
provided and allow for annual increases or decreases of the unit pricing for
each of the outsourcing services provided in order to reflect actual costs of
labor, equipment and supplies. System management contracts are priced on a
monthly fixed fee basis, plus a fee for overtime and additional services. The
majority of the Company's other information technology projects are priced on
a fixed-fee basis, although some work is contracted on a time-and-materials
basis. Contracts for information technology projects typically include scope
of work and acceptance criteria for identifying project completion. The
Company typically seeks to obtain an increase in its fees if a client makes
any significant change to the original scope of a project. Payment terms for
these contracts include a down payment, and invoices are submitted in
accordance with the achievement of negotiated milestones or dates during the
projects.
Increased penetration in the Company's target markets is a key element in
its growth strategy. Cross-selling within the Company's existing client base
resulted in three new systems management outsourcing engagements in the first
quarter of 1997. Information technology services revenue growth is due in part
to several large scale implementations of Windows NT in both the legal and
investment banking markets. The Company expects to continue to capitalize on
the marketplaces' migration from Netware to Windows NT.
The strategy to focus on higher margin technology related services continues
to drive a change in the Company's product mix, resulting in an increase in
information technology service related revenues that typically generate a
higher margin. The revenues associated with the resale of hardware or software
products, generally associated with a typical information technology project,
were 38% of total information technology revenues for the first quarter of
1997, as compared to 40% in the first quarter of 1996. The Company provides
products to its clients only as an accommodation and generally as required for
particular projects. The Company's maintenance contracts are priced on an
annual basis with payments made generally in advance. The Company's systems
management contracts are provided over multi-year terms, invoiced on a monthly
basis.
6
<PAGE>
DESI's cost of revenues associated with business services outsourcing are
comprised of wages, supplies, equipment, research and development and start-up
costs; its cost of revenues associated with systems managements revenues are
comprised of wages, start-up costs and depreciation on fixed assets; and its
cost of revenues associated with its information technology services are
comprised of computer equipment and software, labor costs, an overhead
allocation and purchasing expenses. The Company's gross profit margins on its
information technology services generally are higher than those associated
with its business services outsourcing. The Company's margins on resold
products are lower than those for business and information technology
services.
DESI's selling expenses are included in selling, general and administrative
expenses and are comprised of sales and support salaries, commissions, travel
and entertainment. Selling expenses as a percentage of revenues for
information technology services are significantly higher than for business
outsourcing services due to the long-term nature of DESI's business
outsourcing contracts.
DESI's research and development activities, the costs of which are included
in selling, general and administrative expenses, consist of software and
hardware product evaluation, trial integration of purchased hardware and
software, user productivity benchmarking and the development of custom
integration software.
The Company's results of operations are sensitive to the state of the U.S.
professional service economy, particularly as it affects the Company's target
markets. The volume of services provided by the Company generally are lower in
periods in which activities of the Company's clients are reduced by economic
or other factors. The resulting decline in the Company's revenues from a
particular client affects the Company's net income because a large percentage
of the Company's costs are fixed, although this effect historically has been
more than offset by a growth in revenues from other clients. In addition,
clients have imposed pricing pressures on the Company during periods in which
their activities are reduced because of their own reduced levels of
profitability, thereby adversely affecting the Company's gross margins and
results of operations. Again, these pricing pressures have been offset by a
growth in revenues and the Company's ability to attract new clients who desire
to reduce their expenses by outsourcing certain services to the Company.
Initial Public Offering
On November 5, 1996, the Company completed an initial public offering of
2,860,000 shares of Common Stock (the "IPO" or "Offering"), 1,855,000 of which
were sold by the Company, and 1,005,000 of which were sold by R.R. Donnelley.
Prior to the IPO, the Company was a wholly-owned subsidiary of R.R. Donnelley.
Of the $41.7 million of net proceeds to the Company from the IPO (1)
approximately $8.7 million was used in final payment for certain contingent
obligations arising from the acquisition of LANSystems, Inc. ("LANSystems"),
(2) $20.3 million was used in repayment of advances owed R.R. Donnelley, and
(3) approximately $8.1 million was used in repayment of the $8.0 million
Dividend Note and accrued interest. The remaining $4.6 million was used for
general corporate purposes.
As a result of the IPO, the number of shares of common stock outstanding
increased to 5,005,000 shares (including 5,000 of restricted shares granted to
a key executive) from the 3,145,000 shares outstanding prior to the IPO and
total equity increased to approximately $50 million.
Relationship with R.R. Donnelley
Prior to the Offering, DESI operated as a separate business within R.R.
Donnelley. It had relied on R.R. Donnelley for its financing needs and for a
number of support services, including legal, tax, collections, insurance,
benefits administration, data processing and payroll. The Company has entered
into certain agreements pursuant to which R.R. Donnelley or its affiliates
have agreed to perform certain legal, tax, data processing, risk management,
credit and collection, cash management, banking and accounts payable services
for the Company. See Note 2 of Notes to the Consolidated Financial Statements.
The Company is charged fees and expenses for these services, but retains the
right to terminate certain services provided under the agreements upon 30 days
notice.
7
<PAGE>
As of March 31, 1997, the Company had advances payable to R.R. Donnelley
totaling approximately $9.9 million, which includes both the fees related to
and amounts funded by R.R. Donnelley on behalf of the Company as specified in
the transition services agreement.
The consolidated first quarter 1996 financial statements reflect the results
of operations, financial position and cash flows of the Company on a carve-out
basis; that is, the financial statements have been adjusted to reflect certain
expenses and liabilities incurred by R.R. Donnelley on behalf of the Company.
The Company believes that the assumptions underlying all such adjustments are
reasonable; however, such consolidated financial statements do not necessarily
reflect the results of operations, financial position and cash flows of the
Company had the Company operated as a separate entity during the periods
presented. Income taxes reflected in such consolidated financial statements
through the closing of the IPO were determined as if the Company had filed a
separate return.
Acquisition of LANSystems
LANSystems was acquired on June 21, 1995 for cash of approximately $16.6
million and certain contingent payment obligations. The acquisition was
accounted for as a purchase, with the excess of the purchase price over the
fair market value of net assets acquired being allocated to goodwill in the
amount of approximately $11.8 million. The goodwill is being amortized over
its estimated useful life of 20 years. LANSystems was acquired by R.R.
Donnelley and, as such, the Company was not required to provide cash for the
acquisition. The earnout provisions resulted in contingent payments of $9.5
million to former LANSystems shareholders and management participants.
Payments made to the recipients of the contingent payments have been treated
as additional purchase price for LANSystems, resulting in an increase in
goodwill of approximately $9.5 million, which will be amortized over the
remaining useful life (approximately 19 years).
RESULTS OF OPERATIONS
The following table sets forth certain items from the Company's unaudited
consolidated statements of income as a percentage of revenues for the periods
indicated:
<TABLE>
<CAPTION>
THREE
MONTHS
ENDED
MARCH 31,
-------------
1996 1997
----- -----
<S> <C> <C>
Revenues
Business services outsourcing............................ 62.8% 60.5%
Information technology................................... 37.2 39.5
----- -----
Total revenues......................................... 100.0 100.0
Cost of revenues........................................... 77.9 78.2
----- -----
Gross profit........................................... 22.1 21.8
Selling, general and administrative expenses............... 21.0 19.1
Amortization of goodwill................................... 0.7 1.0
----- -----
Earnings from operations............................... 0.4 1.7
Interest expense........................................... 0.3 --
----- -----
Earnings before income taxes........................... 0.1 1.7
Income taxes............................................... 0.4 0.8
----- -----
Net income (loss)...................................... (0.3)% 0.9%
===== =====
</TABLE>
Quarter ended March 31, 1997 compared to quarter ended March 31, 1996
Revenues for the quarter ended March 31, 1997 totaled $27.0 million, a 32.2%
increase over 1996 revenues of $20.5 million. This $6.5 million increase was
comprised of a $3.5 million, or 27.4%, increase in business
8
<PAGE>
services outsourcing revenues and a $3.0 million, or 40%, increase
attributable to information technology services. Business services outsourcing
growth was due to a $2.4 million increase in revenues from new clients and a
$1.1 million increase in revenues from existing clients. Revenues from
information technology services were comprised of $4.1 million from the resale
of hardware and software products and $6.6 million from services.
Cost of revenues of $21.1 million increased as a percentage of revenues to
78.2% from 77.9% in the first quarter of 1996 because of an increase in the
business services outsourcing margins, more than offset by a decrease in the
information technology services margin. Business services outsourcing margins
increased as a result of increased revenues in higher margin services
particularly imaging. Information technology services margins decreased as a
result of a higher utilization of sub contract labor and the impact of hiring
new engineers, most of whom were not billable through part of the first
quarter of 1997.
Selling, general and administrative expenses increased $0.9 million, or
20.4%, from the first quarter of 1996 and as a percentage of revenues,
decreased to 19.1% in the first quarter of 1997 from 21.0% in 1996, primarily
due to revenues increasing at a rate faster than selling, general and
administrative expenses and the start-up costs in 1996 of the systems
management services.
Amortization of goodwill was $0.3 million, compared to $0.2 million in the
first quarter of 1996.
The Company's effective income tax rate decreased to 48.9% in the first
quarter of 1997 from 477.8% in 1996. The effective tax rate exceeds the U.S.
federal statutory rate due to the effect of nondeductible goodwill
amortization and state taxes.
Net income increased $0.3 million to $0.2 million in the first quarter of
1997 as a result of the foregoing factors.
LIQUIDITY AND CAPITAL RESOURCES
Prior to the completion of the IPO, the Company funded its operations,
capital expenditures and acquisitions through cash flows from operations,
amounts advanced interest-free from R.R. Donnelley and the sale of its
business services outsourcing accounts receivable to a subsidiary of R.R.
Donnelley. These receivables were sold without recourse and the Company was
not charged any factoring cost. The arrangement pursuant to which the Company
sold such receivables to a subsidiary of R.R. Donnelley was terminated on
December 16, 1996.
On November 6, 1996, the Company entered into a credit agreement (the
"Credit Agreement") with Harris Trust and Savings Bank (the "Bank") under
which it is entitled to borrow up to $22.0 million on a revolving credit
basis. Borrowings under the Credit Agreement will mature in three years and
will bear interest (i) at the prime rate announced by the Bank or (ii) at the
applicable LIBOR rate plus, depending on the Company's fixed charge coverage
ratio, up to 125 basis points per annum. In addition, the Company will pay a
commitment fee of 20 to 30 basis points per annum, depending on its fixed
charge coverage ratio. The Credit Facility contains customary financial and
other covenants, including requirements to maintain a minimum consolidated net
worth, a minimum fixed charge coverage ratio and a maximum leverage ratio, and
restrictions on liens, investments, dividends, indebtedness, acquisitions and
transactions with affiliates. The Company has historically not paid interest
with respect to the advances it received from R.R. Donnelley. The Company's
interest expense will increase as the Company borrows under the Credit
Facility. At March 31, 1997, the Company was in compliance with all debt
covenants and there were $4.0 million in borrowings outstanding under the
Credit Agreement.
The Company had net usage of cash from operations of $7.1 million during the
quarter ended March 31, 1997, as compared to cash used by operations of $6.9
million in 1996. The increased usage in 1997 was primarily due to an increase
in receivables of $7.6 million. This increase is due to a number of factors,
including the termination of the factoring arrangement with R.R. Donnelley and
delays in LANSystems billing and collection
9
<PAGE>
functions. These LANSystems functions were delayed because of the
implementation of new systems and controls at LANSystems, the implementation of
the Company's new financial management and accounting system, and the
centralization of the Company's accounting function. The Company anticipates
that receivables will decrease in the second quarter of 1997.
Capital expenditures increased $1.2 million to $2.3 million in the first
quarter of 1997 from $1.1 million in 1996, primarily due to new client site
start-ups and investment in the Company's financial and operating management
system that is being implemented. For the quarter ended March 31, 1997, the
Company had $6.9 million of cash provided by financing activities, primarily
from Advances from Related Party and Line of Credit.
For the quarter ended March 31, 1997 operating cash flow (earnings from
operations plus depreciation and amortization) was $1.9 million, up from $1.2
million the prior quarter. The Company believes cash flows from operations and
the Credit Facility will be sufficient to fund, during the term of the Credit
Facility, its ongoing operations, continued growth and investment, including
acquisitions.
10
<PAGE>
PART II--OTHER INFORMATION
ITEM 5. OTHER INFORMATION
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995. Certain statements in this filing and elsewhere (such as in other
filings by the Company with the Securities and Exchange Commission, press
releases, presentations by the Company or its management and oral statements)
may constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Specifically, the words "intends,"
"expects," "plans," "anticipates," "estimates," and similar expressions are
intended to identify forward-looking statements. Such forward-looking
statements involve known and unknown risks, uncertainties, and other factors
which may cause the actual results, performance or achievements of the Company
to be materially different from future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors are
discussed in Part II, Item 7, of the Company's Annual Report on Form 10-K for
the year ended December 31, 1996 and the Company's Registration Statement (No.
333-10127) under "Risk Factors."
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
<TABLE>
<C> <S> <C>
3.1 First Amended and Restated Certificate of Incorporation of
the Company.(1)
3.2 By-laws of the Company.(1)
10.1 Transition Services Agreement between the Company and R.R.
Donnelley.(1)
10.2 Benefit Administration Services Agreement between the Com-
pany and R.R. Donnelley.(1)
10.3 Tax Allocation and Indemnification Agreement between the
Company and R.R. Donnelley.(1)
10.4 Employment Agreement between Rhonda I. Kochlefl and the
Company.(1)(2)
10.5 Employment Agreement between Leo S. Spiegel and the Compa-
ny.(1)(2)
10.6 Employment Agreement between Luke F. Botica and the Compa-
ny.(2)(3)
10.7 Employment Agreement between Linda A. Finkel and the Com-
pany.(2)(3)
10.8 Severance Agreement between Thomas P. Bradbury and the
Company.(1)(2)
10.9 1996 Broad-Based Employee Stock Plan.(1)(2)
10.10 Agreement of Merger among R.R. Donnelley & Sons Company,
Donnelley DBS, Inc. and LANSystems, Inc.(1)
10.11 Form of Credit Agreement among the Company, as Borrower,
and the Banks named therein.(1)
10.12 1997 Non-Employee Director Stock Plan.(2)(3)
10.13 Amended and Restated 1996 Stock Incentive Plan.(2)(3)
10.14 1997 Employee Stock Purchase Plan. (3)
10.15 Employment Agreement between David A. Shea and the Compa-
ny.(2)
10.16 Employment Agreement between Robert A. Lento and the Com-
pany.(2)
27.1 Financial Data Schedule.
</TABLE>
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(1) Incorporated herein by reference to the Company's Registration Statement
on Form S-1 (No. 333-10127), declared effective on October 30, 1996.
(2) Indicates a management contract or compensatory plan or agreement.
(3) Incorporated herein by reference to the Company's 1996 Annual Report on
Form 10-K.
(b) No Current Report on Form 8-K was filed by the Company during the first
quarter of 1997.
11
<PAGE>
SIGNATURE
PURSUANT TO THE REQUIREMENT OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
Donnelley Enterprise Solutions
Incorporated
/s/ Luke F. Botica
By: __________________________________
Luke F. Botica
Senior Vice President & Chief
Financial Officer
(Authorized Officer & Principal
Financial Officer)
Date: May , 1997
12
<PAGE>
EXHIBIT 10.15
EMPLOYMENT AGREEMENT
This Employment Agreement is made as of March 1, 1997 by and among
Donnelley Enterprise Solutions Incorporated, a Delaware corporation (the
"Company"), and David Shea (the "Executive").
WHEREAS, the Company desires to employ the Executive as its President,
Systems Management Group division ("SMG"), and the Executive desires to
accept such employment, for the term and upon the conditions set forth in
this Agreement.
Agreement
---------
Now, therefore, the parties hereto hereby agree as follows:
1. Employment. Subject to the terms and conditions set forth in this
Agreement, the Company offers and the Executive hereby accepts employment,
effective as of March 1, 1997.
2. Term. Subject to earlier termination as hereafter provided, the
Executive shall be employed hereunder for an original term commencing on the
Effective Date and ending at 5:00 p.m., Chicago time, on the fourth anniversary
of the Effective Date, or such later date to which the parties may agree. The
term of this Agreement is hereafter referred to as "the term of this Agreement"
or "the term hereof".
3. Capacity and Performance.
3.1. Offices. During the term hereof and for the compensation
described in Section 4 below, the Executive shall serve as the Division
President, SMG division. The Executive shall be subject to the direction
of the Chairman, President and Chief Executive Officer of the Company (or
any one of them to whom the Executive then reports, hereinafter referred to
as the "Reporting Executive"), and shall have such other powers, duties and
responsibilities consistent with the Executive's position as President, SMG
division, as may from time to time be prescribed by the Reporting
Executive. In addition, for so long as the Executive is employed by the
Company and, unless otherwise determined by the Reporting Executive,
without further compensation, the Executive shall serve as a director of
one or more of the Company's subsidiaries if so elected or appointed from
time to time.
3.2. Performance. During the term hereof, the Executive shall be
employed by the Company and shall perform and discharge (faithfully,
diligently and to the best of the
<PAGE>
Executive's ability) such duties and responsibilities on behalf of the
Company and its subsidiaries as may be designated from time to time by the
Reporting Executive. During the term hereof, the Executive shall devote the
Executive's full business time and attention to the advancement of the
business and interests of the Company and its subsidiaries and to the
discharge of the Executive's duties and responsibilities hereunder. Nothing
contained herein shall be construed to prohibit or restrict the Executive
from (a) serving in various capacities in community, civic, religious or
charitable organizations, (b) serving as a member of the boards of non-
affiliated entities provided such entities do not compete with the Company
and such service does not create a conflict of interest as determined by
the Board, or (c) attending to personal business and investment matters. It
is expressly agreed that any such service or activity permitted by the
previous sentence shall not unreasonably interfere with the performance of
the Executive's duties and, if so, the Executive, after consultation with
the Board, will comply with the reasonable requests to cease or limit the
service or activity.
4. Compensation and Benefits. As compensation for all services performed
by the Executive under this Agreement and performance of the Executive's duties
and of the obligations to the Company and its subsidiaries, pursuant to this
Agreement or otherwise and subject to Section 5 hereof:
4.1. Base Salary. During the term hereof, the Company shall pay the
Executive a base salary at the rate of $175,000 per year, payable in
accordance with the payroll practices of the Company for its executives but
no less than monthly and subject to increase at any time or from time to
time by the Reporting Executive in his or her sole discretion. Such base
salary, as from time to time increased, is hereafter referred to as the
"Base Salary". The Base Salary payable to the Executive in 1997 shall be
prorated for the period from the Effective Date through December 31, 1997
and for any subsequent period of service less than one full year.
4.2. Bonus Compensation. During the term hereof, the Company from
time to time shall pay the Executive an annual bonus (the "Bonus"). The
Bonus in respect of 1997 (the "1997 Bonus") will be calculated as follows:
The Company will calculate the dollar amount of the 1997 SMG Bonus pursuant
to Section 4.2.1. below and the dollar amount of the 1997 DESI Bonus
pursuant to Section 4.2.2. below, adjust such amounts in accordance with
Section 4.2.3, and pay to the Executive the sum of such amounts:
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<PAGE>
4.2.1. (a) If the Targeted Operating Income (as defined below) for the
SMG Division for calendar year 1997 (the "1997 SMG TOI"), is less than 70%
x Base SMG Target (the "Minimum SMG Target"), the 1997 SMG Bonus shall
equal zero;
(b) If the 1997 SMG TOI is equal to or greater than the Minimum SMG
Target but less than (TBD) (the "Base SMG Target"), the 1997 SMG Bonus
shall equal the number obtained by multiplying 30% of the Executive's 1997
Salary by a fraction (which shall not be greater than one), the numerator
of which is the difference between the 1997 SMG TOI and the Minimum SMG
Target and the denominator of which is the amount determined by subtracting
the Minimum SMG Target from the Base SMG Target;
(c) If the 1997 SMG TOI is equal to or greater than the Base SMG
Target but less than 150% x SMG Target (the "Maximum SMG Target"), the 1997
SMG Bonus shall equal the sum of the number obtained by multiplying 60% of
the Executive's 1997 Salary by a fraction (which shall not be greater than
one), the numerator of which is the difference between the 1997 SMG TOI and
the Base SMG Target and the denominator of which is the amount determined
by subtracting the Base SMG Target from the Maximum SMG Target; or
(d) If the 1997 SMG TOI is equal to or greater than the Maximum SMG
Target, the 1997 SMG Bonus shall equal 60% of the Executive's 1997 Salary.
4.2.2. (a) If the Adjusted Operating Income (as defined below) for
DESI taken as a whole for calendar year 1997 (the "1997 DESI AOI"), is less
than 70% x Base DESI Target (the "Minimum DESI Target"), the 1997 DESI
Bonus shall equal zero;
(b) If the 1997 DESI TOI is equal to or greater than the Minimum DESI
Target but less than (TBD) (the "Base DESI Target"), the 1997 DESI Bonus
shall equal the sum of the number obtained by multiplying 10% of the
Executive's 1997 Salary by a fraction (which shall not be greater than
one), the numerator of which is the difference between the 1997 DESI AOI
and the Minimum DESI Target and the denominator of which is the amount
determined by subtracting the Minimum DESI Target from the Base DESI
Target;
(c) If the 1997 DESI TOI is equal to or greater than the Base
DESI Target
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<PAGE>
but less than 150% x Base DESI Target (the "Maximum DESI Target"), the
1997 DESI Bonus shall equal the sum of the number obtained by
multiplying 20% of the Executive's 1997 Salary by a fraction (which
shall not be greater than one), the numerator of which is the
difference between the 1997 DESI TOI and the Base DESI Target and the
denominator of which is the amount determined by subtracting the Base
DESI Target from the Maximum DESI Target; or
(d) If the 1997 DESI TOI is equal to or greater than the Maximum
DESI Target, the 1997 DESI Bonus shall equal 20% of the Executive's
1997 Salary.
4.2.3. Any compensation paid to the Executive as Bonus shall be
in addition to the Base Salary. The 1997 Bonus payable to the
Executive shall be pro-rated for any period of service less than a
full year by multiplying (x) the amount of the Bonus calculated for
such year by (y) a fraction, the numerator of which is the number of
days from and including January 1 of such year through and including
the effective date of the Executive's termination of employment and
the denominator of which is 365. All bonus and benefit plans are
subject to annual review and change by the Board relative to key
strategic objectives for the year.
4.3. Vacations. During the term hereof, the Executive shall be
entitled to four (4) weeks of vacation per annual vacation period of the
Company, such vacation to be taken at such times and intervals as shall be
determined by the Executive in the Executive's reasonable discretion. The
Executive may not accumulate or carry over from one calendar year to
another any unused, accrued vacation time, unless the Reporting Executive
determines that business demands require deferral and carry over of
vacation from any year into up to the first six (6) months of the
succeeding year. The Executive shall not be entitled to compensation for
vacation time not taken, except that upon termination of employment, the
Executive shall be paid for all vacation time accrued but not taken.
4.4. Other Benefits. During the term hereof and subject to any
contribution therefor generally required of executives of the Company, the
Executive shall be entitled to participate in all employee benefit plans
and other programs (including, but not limited to, any medical, dental,
retirement, disability, life insurance, sick leave and other benefits) from
time to time adopted by the Board and in effect for executives of the
Company generally, except to the extent such plans are in a category of
benefit otherwise already provided to the Executive. Such participation
shall be subject to (i) the terms of the
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<PAGE>
applicable plan documents, (ii) generally applicable Company policies and
(iii) the discretion of the Board or any administrative or other committee
provided for in or contemplated by such plan. The Company may alter,
modify, add to or delete its employee benefit plans at any time as the
Board, in its sole judgment, determines to be appropriate.
4.5. Business Expenses. The Company shall pay or reimburse the
Executive for all reasonable business expenses incurred or paid by the
Executive in the performance of the Executive's duties and responsibilities
hereunder, subject to (i) any expense policy of the Company set by the
Board from time to time, and (ii) such reasonable substantiation and
documentation requirements as may be specified by the Board from time to
time.
4.6. Severance. In the event the Executive's employment with the
Company is (i) terminated by the Company other than for Cause in accordance
with Section 5.4 or (ii) terminated by the Executive in accordance with
Section 5.5, the Executive will be entitled to receive twenty-four (24)
monthly payments equal to the Executive's then applicable Base Salary
calculated on a monthly basis at the time of such termination (i.e., 1/12th
of the Base Salary), paid on the last day of a calendar month.
5. Termination of Employment and Severance Benefits. Notwithstanding the
provisions of Section 2 hereof, the Executive's employment hereunder shall
terminate prior to the expiration of the term of this Agreement under the
following circumstances:
5.1. Retirement or Death. In the event of the Executive's retirement
or death during the term hereof, the Executive's employment hereunder shall
immediately and automatically terminate. In the event of the Executive's
retirement after the age of sixty-five, age fifty-five with the prior
consent of the Board or death during the term hereof, the Company shall pay
to the Executive (or in the case of death, the Executive's designated
beneficiary or, if no beneficiary has been designated by the Executive, to
the Executive's estate) (i) Base Salary earned but unpaid through and
including the date of such retirement or death, (ii) any amount payable
pursuant to Section 4.6, (iii) any unpaid portion of any Bonus for any
fiscal year preceding the year in which such retirement or death occurs
that was earned but had not previously been paid and (iv) at the times the
Company pays its executives bonuses in accordance with its general payroll
policies, any Bonus which would have been paid had such retirement or death
not occurred during the fiscal year of such retirement or death (pro-rated
based on a formula, the numerator of which shall be the number of days
during the fiscal year of such retirement or death in which the Executive
was employed by the Company and the denominator of which shall be 365 or
366, as the case may be).
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<PAGE>
5.2. Disability.
5.2.1. The Company may terminate the Executive's employment
hereunder, upon written notice to the Executive, in the event that the
Executive becomes disabled during the Executive's employment hereunder
through any illness, injury, accident or condition of either a
physical or psychological nature and, as a result, is unable to
perform substantially all of the Executive's duties and
responsibilities hereunder for an aggregate of one hundred eighty
(180) days during any period of three hundred and sixty-five (365)
consecutive calendar days.
5.2.2. The Board may designate another employee to act
temporarily in the Executive's place during any period of the
Executive's disability. Notwithstanding any such designation, the
Executive shall continue to receive the Base Salary in accordance with
Section 4.1 and to receive benefits in accordance with Section 4.5, to
the extent permitted by the then current terms of the applicable
benefit plans, until the Executive becomes eligible for disability
income benefits under any disability income plan maintained by the
Company or until the termination of the Executive's employment,
whichever shall first occur. Upon becoming so eligible, or upon such
termination, whichever shall first occur, the Company shall pay to the
Executive (i) Base Salary earned but unpaid through and including the
date of such eligibility or termination, (ii) any amount payable
pursuant to Section 4.6, (iii) any unpaid portion of any Bonus for any
fiscal year preceding the year in which such eligibility or
termination occurs that was earned but had not previously been paid
and (iv) at the times the Company pays its executives bonuses in
accordance with its general payroll policies, any Bonus which would
have been paid had disability not occurred during the fiscal year in
which such eligibility or termination occurs (pro-rated based on a
formula, the numerator of which shall be, as applicable, (i) the
number of days from and including January 1 of the fiscal year in
which such eligibility occurs to but excluding the date of such
eligibility or (ii) the number of days on which the Executive was
employed by the Company during the fiscal year in which such
termination occurs and the denominator of which shall be 365 or 366,
as the case may be).
5.2.3.Except as provided in Section 5.2.2, while receiving
disability income payments under any disability income plan maintained
by the Company, the Executive shall not be entitled to receive any
Base Salary under Section 4.1 or
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<PAGE>
Bonus payments under Section 4.2 but shall continue to participate in
the Company's benefit plans in accordance with Section 4.5 and the
terms of such plans, until the termination of the Executive's
employment. During the twelve (12) month period from and including the
date of termination, the Company shall pay for the cost of the
Executive's participation in the Company's group medical and dental
plans, provided that the Executive is entitled to continue such
participation under applicable law and the terms of such plan.
5.2.4. If any question shall arise as to whether during any
period the Executive is disabled through any illness, injury, accident
or condition of either a physical or psychological nature so as to be
unable to perform substantially all of the Executive's duties and
responsibilities hereunder, the Executive may, and at the request of
the Company shall, submit to a medical examination by a physician
either (i) mutually selected by the Company and the Executive or the
Executive's duly appointed guardian or (ii) failing mutual agreement,
a physician selected by each of a physician selected by the Company
and a physician selected by the Executive, to determine whether the
Executive is so disabled and such determination shall for the purposes
of this Agreement be conclusive of the issue. If such question shall
arise and the Executive shall fail to submit to such medical
examination, the Board's determination of the issue shall be binding
on the Executive.
5.3. By the Company for Cause. The Company may terminate the
Executive's employment hereunder for Cause as provided in Section 11.2. If
the Executive's employment hereunder is terminated for Cause, the Company
shall have no further obligation or liability to the Executive relating to
the Executive's employment hereunder, or the termination thereof, except
that the Company shall pay to the Executive (i) Base Salary earned but
unpaid through and including the date of termination, (ii) any amount
payable pursuant to Section 4.6, and (iii) any other amounts accrued by the
Executive but unpaid through and including the date of termination (it
being understood that a Bonus does not accrue until December 31 of the year
on which such Bonus is based).
5.4. By the Company other than for Cause. The Company may terminate
the Executive's employment hereunder other than for Cause at any time after
the Effective Date upon two weeks prior written notice to the Executive.
In the event of such termination, then the Company shall pay the Executive
(i) Base Salary earned but unpaid through and including the date of
termination, (ii) any amount payable pursuant to Section 4.6, (iii) the
amounts specified in Section 4.7, (iv) any unpaid portion of any Bonus for
any fiscal year preceding the year in which such termination occurs that
was
-7-
<PAGE>
earned but had not previously been paid, (v) at the times the Company
pays its executives bonuses in accordance with its general payroll
policies, any Bonus which would have been paid had termination not occurred
during the fiscal year in which such termination occurs (pro-rated based on
a formula, the numerator of which shall be the number of days during the
fiscal year in which such termination occurs the Executive was employed by
the Company and the denominator of which shall be 365 or 366, as the case
may be), and (vi) any other amounts accrued by the Executive but unpaid
through and including the date of termination. In addition, 100% of the
number of shares of Common Stock subject to each option, including the
Options, held by the Executive on the date of such termination and which
are then unexercisable shall become exercisable as of the date of such
termination, and such Options may be exercised for a period up to ninety
(90) days following termination of the Executive's employment.
5.5. By the Executive upon Breach or for Good Reason. The Executive
may terminate the Executive's employment hereunder (i) in the event that
the Company fails to perform, in any material respect, its obligations
under this Agreement, after written notice to the Company setting forth in
reasonable detail the nature of such breach if such breach remains uncured
for a period of 30 days following such written notice to the Company
provided that said notice shall not be required in the event of repeated,
intentional or willful failure to perform by the Company, (ii) there is a
material diminution in the responsibilities, duties and powers of the
Executive, or (iii) the Executive's offices are moved from their present
location to a location outside of the New York metropolitan area. In the
event of termination in accordance with this Section 5.5, then the Company
shall pay to the Executive (i) Base Salary earned but unpaid through and
including the date of termination, (ii) any amount payable pursuant to
Section 4.6, (iii) the amounts specified in Section 4.7, (iv) any unpaid
portion of any Bonus for any fiscal year preceding the year in which such
termination occurs that was earned but had not previously been paid, (v) at
the times the Company pays its executives bonuses in accordance with its
general payroll policies, any Bonus which would have been paid had
termination not occurred during the fiscal year in which such termination
occurs (pro-rated based on a formula, the numerator of which shall be the
number of days during the fiscal year in which such termination occurs the
Executive was employed by the Company and the denominator of which shall be
365 or 366, as the case may be), and (vi) any other amounts accrued by the
Executive but unpaid through and including the date of termination. In
addition, 100% of the number of shares of Common Stock subject to each
option, including the Options, held by the Executive on the date of such
termination and which are then unexercisable shall become exercisable as of
the date of such termination, and such Options may be exercised for a
period up to ninety (90) days following termination of the Executive's
employment.
-8-
<PAGE>
5.6. By the Executive Other than upon Breach or for Good Reason. The
Executive may terminate the Executive's employment hereunder at any time
upon ninety (90) days' written notice to the Company. In the event of
termination of the Executive pursuant to this Section 5.6, the Board may
elect to waive the period of notice, or any portion thereof, and, whether
or not the Board so elects, the Company shall pay to the Executive (i) Base
Salary for the full notice period, (ii) any amount payable pursuant to
Section 4.6, (iii) at the times the Company pays its executives bonuses in
accordance with its general payroll policies, any Bonus which would have
been paid had termination not occurred during the fiscal year in which such
termination occurs (pro-rated as set forth in Section 5.5 above), and (iv)
any other amounts accrued by the Executive but unpaid through and including
the date of termination.
5.7. Post-Agreement Employment. In the event the Executive remains
in the employ of the Company or any of its Affiliates following termination
of this Agreement, by the expiration of the term hereof or otherwise, then
such employment shall be at will, unless otherwise agreed in writing.
6. Effect of Termination. The provisions of this Section 6 shall
apply in the event of termination due to the expiration of the term of this
Agreement, pursuant to Section 5 or otherwise.
6.1. Receipt of Certain Benefits. It is the mutual intention of the
Company and the Executive that the Executive receive the full benefit of
the compensation and benefits provided to the Executive during the term
hereof which compensation and benefits may be payable over periods beyond
the particular year of employment. The Executive shall not be obligated to
seek other employment by way of mitigation of the amounts due to the
Executive nor shall the Executive's earnings after termination reduce the
Company's obligations hereunder. Nothing in this Section 6.1 is intended
or shall be construed to affect the rights and obligations of the Company
and its Affiliates, on the one hand, and the Executive, on the other, with
respect to any loans, stock pledge arrangements, option plans or other
agreements to the extent said rights or obligations survive termination of
employment under the provisions of the documents relating thereto.
6.2. Termination of Health and Welfare Benefits. Except for medical
and dental insurance coverage continued pursuant to Sections 5.2 hereof and
any right of continuation of health coverage to the extent provided by
Sections 601 through 608 of ERISA, health and welfare benefits shall
terminate pursuant to the terms of the applicable benefit plans based on
the date of termination of the Executive's employment without
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<PAGE>
regard to any continuation of Base Salary or other payments to the
Executive following such date of termination pursuant to Section 5.
6.3. Survival of Certain Provisions. Provisions of this Agreement
shall survive any termination if so provided herein or if necessary or
desirable fully to accomplish the purposes of such provision, including,
without limitation, the obligations of the Executive under Sections 7 and 8
hereof. The obligation of the Company to make payments to or on behalf of
the Executive under Sections 4.7, 5.4 or 5.5 hereof is expressly
conditioned upon the Executive's continued full performance of obligations
under Sections 7 and 8 hereof. The Executive recognizes that, except as
expressly provided in Section 4.7, 5.4 or 5.5, no compensation is earned
after termination of employment.
7. Confidential Information; Intellectual Property.
7.1. Confidentiality. The Executive acknowledges that the Company
and its Affiliates continually develop Confidential Information, that the
Executive may develop Confidential Information for the Company or its
Affiliates and that the Executive may learn of Confidential Information
during the course of employment. The Executive will comply with the
policies and procedures of the Company for protecting Confidential
Information and shall never disclose to any Person (except as required by
applicable law or for the proper performance of the Executive's duties and
responsibilities to the Company and its Affiliates), or use for the
Executive's own benefit or gain or otherwise use in a manner adverse to the
interests of the Company and its Affiliates, any Confidential Information
obtained by the Executive incident to the Executive's employment or other
association with the Company or any of its Affiliates. The Executive
understands that this restriction shall continue to apply after the
Executive's employment terminates, regardless of the reason for such
termination. Notwithstanding the foregoing, the Executive's covenant not to
disclose Confidential Information does not apply to information which (i)
becomes generally available to the public or otherwise becomes known
through sources other than the Executive, (ii) is subsequently disclosed to
the Executive by a source other than the Company who was under no duty of
confidence or (iii) is required to be disclosed by the Executive through
discovery in litigation or by order of a court or otherwise as required by
law.
7.2. Return of Documents. All documents, records, tapes and other
media of every kind and description relating to the business, present or
otherwise, of the Company or its Affiliates and any copies, in whole or in
part, thereof (the "Documents"), whether or not prepared by the Executive,
shall be the sole and exclusive property of the Company and its Affiliates,
provided, however, that Executive shall in all cases be entitled to retain
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<PAGE>
copies of documents relating to the Executive's employment rights,
compensation, benefits or other obligations of the Company to the Executive
and the Executive to the Company. The Executive shall safeguard all
Documents and shall surrender to the Company at the time the Executive's
employment terminates, or at such earlier time or times as the Board or its
designee may specify, all Documents then in the Executive's possession or
control.
7.3. Assignment of Rights to Intellectual Property. The Executive
shall promptly and fully disclose all Intellectual Property to the Company.
The Executive hereby assigns and agrees to assign to the Company (or as
otherwise directed by the Company) the Executive's full right, title and
interest in and to all Intellectual Property. The Executive agrees to
execute any and all applications for domestic and foreign patents,
copyrights or other proprietary rights and to do such other acts (including
without limitation the execution and delivery of instruments of further
assurance or confirmation) requested by the Company to assign the
Intellectual Property to the Company and to permit the Company to enforce
any patents, copyrights or other proprietary rights to the Intellectual
Property. The Executive will not charge the Company for time spent in
complying with these obligations. All copyrightable works that the
Executive creates shall be considered "work made for hire".
8. Agreement not to Compete with the Business. The Executive agrees that
during the term of the Executive's employment hereunder and for a period of two
(2) years following the date of termination thereof (the "Non-Competition
Period"), the Executive will not, directly or indirectly (a) own, manage,
operate, control or participate in any manner in the ownership, management,
operation or control of, or be connected as an officer, employee, partner,
director, principal, consultant, agent or otherwise with, or have any financial
interest in, or aid or assist anyone else in the conduct of, any business,
venture or activity which competes with the business of the Company, or any
group, division or subsidiary of the Company, as described in the Company's
Registration Statement on Form S-1 relating to the Company's initial public
offering of Common Stock or, beginning with the Company's Annual Report on Form
10-K for the year ending December 31, 1996, the Company's most recent Annual
Report on Form 10-K filed with the Securities and Exchange Commission prior to
the date (the "Date of Termination") the Executive's employment under this
Agreement is terminated (hereinafter, "Competitive Business") in the United
States or any other geographic area where such Competitive Business is being
conducted at the Date of Termination or (b) recruit or otherwise seek to induce
any employees of the Company or any of its subsidiaries to terminate their
employment or violate any agreement with or duty to the Company or any of its
subsidiaries. It is understood and agreed that, for the purposes of the
foregoing provisions of this Section 8, (i) no business, venture or activity
shall be deemed to be a Competitive Business unless not less than five percent
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of the Company's consolidated gross sales or operating income is derived from,
or not less than five percent of the Company's consolidated assets are devoted
to, such business, venture or activity; and (ii) no business, venture or
activity conducted by any entity by which the Executive is employed or in which
the Executive is interested or with which the Executive is connected or
associated shall be deemed to be a Competitive Business unless it is one from
which five percent or more of such entity's consolidated gross sales or
operating income is derived, or to which five percent or more of such entity's
consolidated assets are devoted; provided, however, that if the actual gross
sales or operating income or assets of such entity derived from or devoted to
such business, venture or activity is equal to or in excess of 10% of the most
nearly comparable figure for the Company, such business, venture or activity of
such entity shall be deemed to be a Competitive Business. Further, ownership of
not more than five percent of the voting stock of any publicly held corporation
shall not, of itself, constitute a violation of this Section 8.
9. Enforcement of Covenants. The Executive acknowledges that the
Executive has carefully read and considered all the terms and conditions of this
Agreement, including without limitation the restraints imposed upon the
Executive pursuant to Sections 7 and 8 hereof. The Executive agrees that said
restraints are necessary for the reasonable and proper protection of the Company
and its Affiliates and that the restraints are reasonable as to the definition
of Competitive Business and length of time. The Executive further acknowledges
that, were the Executive to breach any of the covenants or agreements contained
in Sections 7 or 8 hereof, the damage to the Company could be irreparable. The
Executive therefore agrees that the Company, in addition to any other remedies
available to it, shall be entitled to preliminary and permanent injunctive
relief against any breach or threatened breach by the Executive of any of said
covenants or agreements. The parties further agree that in the event that any
provision of Section 7 or 8 hereof shall be determined by any Court of competent
jurisdiction to be unenforceable by reason of its being extended over too great
a time, too large a geographic area or too great a range of activities, such
provision shall be deemed to be modified to permit its enforcement to the
maximum extent permitted by law.
10. Conflicting Agreements. The Executive hereby represents and warrants
that the execution of this Agreement and the performance of the Executive's
obligations hereunder will not breach or be in conflict with any other agreement
to which or by which the Executive is a party or is bound and that the Executive
is not now subject to any covenants against competition or similar covenants
that would affect the performance of the Executive's obligations hereunder. The
Executive will not disclose to or use on behalf of the Company or any of its
Affiliates any proprietary information of a third party without such party's
consent.
11. Definitions. Terms defined elsewhere in this Agreement are used
herein as so defined. In addition, the following terms shall have the following
meanings:
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11.1. Affiliates. "Affiliates" means all persons and entities
directly or indirectly controlling, controlled by or under common control
with the Company.
11.2. Cause. The following events or conditions shall constitute
"Cause" for termination: (i) the willful refusal of the Executive to
substantially perform the Executive's duties to the Company (other than any
refusal resulting from the Executive's incapacity due to physical or mental
illness), including the Executive's obligations under this Agreement or
(ii) a willful and material breach by the Executive of Section 7.1, 7.3 or
8 or (iii) a conviction for fraud, embezzlement or other act of dishonesty
by the Executive that causes material injury to the Company or any of its
Affiliates or (iv) conviction of, or plea of nolo contendere to, any felony
involving dishonesty or moral turpitude; or (v) the Executive's engaging in
activities (A) which constitute a violation of any policy, rule or
regulation adopted by the Company, including policies related to conflicts
of interest, insider trading, reimbursement of business expenses and the
like, or (B) which result in a material injury to the business, financial
condition, results of operations or prospects of the Company or its
Affiliates, as determined by the Board or a committee thereof.
For purposes of this Section 11.2, no act or failure to act on the
Executive's part shall be deemed "willful" unless done, or omitted to be
done, by the Executive not in good faith and without reasonable belief that
the actions or omissions were in the best interest of the Company.
Notwithstanding and with respect to clause (i) only in the immediately
preceding paragraph, the Executive shall not be deemed terminated for Cause
unless and until there shall have been delivered to the Executive a copy of
a resolution duly adopted by the affirmative vote of not less than 75% of
the entire membership of the Board (excluding the Executive if the
Executive is a member of the Board) at a meeting of the Board called and
held for such purpose (after reasonable notice to the Executive and an
opportunity for the Executive, together with the Executive's counsel, to be
heard before the Board and after the Executive has been provided with a
period of not less than 30 days within which to correct the situation)
finding that in the opinion of the Board the Executive engaged in the
conduct set forth in such clause (i) and specifying the particulars in
reasonable detail.
11.3. Confidential Information. "Confidential Information" means any
and all information of the Company and its Affiliates that is not generally
known by others with whom they compete or do business, or with whom they
plan to compete or do business and any and all information the disclosure
of which would otherwise be adverse to the
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interests of the Company or any of its Affiliates. Confidential Information
includes without limitation such information relating to (i) the services or
products sold or offered by the Company or any of its Affiliates, (ii) the
costs, sources of supply, financial performance and strategic plans of the
Company and its Affiliates, (iii) the identity and special needs of the
customers of the Company and its Affiliates and (iv) the people and
organizations with whom the Company and its Affiliates have business
relationships and those relationships. Confidential Information also includes
comparable information that the Company or any of its Affiliates have received
belonging to others or which was received by the Company or any of its
Affiliates with any understanding that it would not be disclosed.
11.4. ERISA. "ERISA" means the federal Employee Retirement Income
Security Act of 1974 or any successor statute, and the rules and regulations
thereunder, and in the case of any referenced section thereof any successor
section thereto, collectively and as from time to time amended and in effect.
11.5. Intellectual Property. "Intellectual Property" means inventions,
discoveries, developments, methods, processes, compositions, works, concepts and
ideas (whether or not patentable or copyrightable or constituting trade secrets)
conceived, made, created, developed or reduced to practice by the Executive
(whether alone or with others, whether or not during normal business hours or on
or off Company premises) during the Executive's employment that relate to either
the business of the Company or any of its Affiliates or any prospective activity
of the Company or any of its Affiliates.
11.6. Person. "Person" means an individual, a corporation, an
association, a partnership, a limited liability company, an estate, a trust and
any other entity or organization.
12. Withholding. All payments made by the Company under this Agreement shall
be reduced by any tax or other amounts required to be withheld by the Company
under applicable law.
13. Miscellaneous.
13.1. Assignment. Neither the Company nor the Executive may make any
assignment of this Agreement or any interest herein (provided, however, that
nothing contained herein shall be construed to place any limitation or
restriction on the transfer of the Common Stock in addition to any restrictions
set forth in any agreement applicable to
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such shares) without the prior written consent of the other. This Agreement
shall inure to the benefit of and be binding upon the Company and the Executive,
and their respective successors, executors, administrators, heirs and permitted
assigns.
13.2. Severability. If any portion or provision of this Agreement shall
to any extent be declared illegal or unenforceable by a court of competent
jurisdiction, then the application of such provision in such circumstances shall
be deemed modified to permit its enforcement to the maximum extent permitted by
law, and both the application of such portion or provision in circumstances
other than those as to which it is so declared illegal or unenforceable and the
remainder of this Agreement shall not be affected thereby, and each portion and
provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by law.
13.3. Waiver; Amendment. No waiver of any provision hereof shall be
effective unless made in writing and signed by the waiving party. The failure of
either party to require the performance of any term or obligation of this
Agreement, or the waiver by either party of any breach of this Agreement, shall
not prevent any subsequent enforcement of such term or obligation or be deemed a
waiver of any subsequent breach. This Agreement may be amended or modified only
by a written instrument signed by the Executive and the Company.
13.4. Notices. Any and all notices, requests, demands and other
communications provided for by this Agreement shall be in writing and shall be
effective when delivered in person or two business days after being deposited in
the United States mail, postage prepaid, registered or certified, and addressed
(a) in the case of the Executive, to David Shea, 23 Broad Street, Weston, CT,
06883 or, (b) in the case of the Company, at its principal place of business and
to the attention of the Chief Executive Officer; or to such other address as
either party may specify by notice to the other.
13.5. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the terms and conditions of the Executive's
employment and, except as otherwise provided herein, supersedes all prior
communications, agreements and understandings, written or oral, with the Company
with respect to the terms and conditions of the Executive's employment,
including the Original Agreement.
13.6. Headings. The headings and captions in this Agreement are for
convenience only and in no way define or describe the scope or content of any
provision of this Agreement.
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13.7. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original and all of which together shall
constitute one and the same instrument.
13.8. Governing Law. This Agreement shall be governed by and construed in
accordance with the domestic substantive laws of the State of Illinois without
giving effect to any choice or conflict of laws provision or rule that would
cause the application of the domestic substantive laws of any other
jurisdiction.
13.9. Legal Fees. In any action brought by the Executive to enforce the
Executive's rights hereunder, DESI shall reimburse, indemnify and hold harmless
the Executive from her fees and reasonable expenses of counsel; provided,
however, that such indemnification shall not extend to any action brought by the
Executive in bad faith or without a reasonable likelihood of success under the
terms of this Agreement.
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IN WITNESS WHEREOF, this Agreement has been executed by the Company, by its
duly authorized representative, and by the Executive, as of the date first above
written.
THE COMPANY: DONNELLEY ENTERPRISE SOLUTIONS INCORPORATED
By _____________________________________________
Name: Date:
Title:
THE EXECUTIVE: ________________________________________________
David Shea Date:
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EXHIBIT 10.16
EMPLOYMENT AGREEMENT
This Employment Agreement is made as of January 9, 1997 by and among
Donnelley Enterprise Solutions Incorporated, a Delaware corporation (the
"Company"), and Robert A. Lento (the "Executive").
WHEREAS, the Company desires to employ the Executive as its President,
LANSystems division, and the Executive desires to accept such employment,
for the term and upon the conditions set forth in this Agreement.
Agreement
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Now, therefore, the parties hereto hereby agree as follows:
1. Employment. Subject to the terms and conditions set forth in this
Agreement, the Company offers and the Executive hereby accepts employment,
effective as of January 13, 1997.
2. Term. Subject to earlier termination as hereafter provided, the
Executive shall be employed hereunder for an original term commencing on the
Effective Date and ending at 5:00 p.m., Chicago time, on the fourth anniversary
of the Effective Date, or such later date to which the parties may agree. The
term of this Agreement is hereafter referred to as "the term of this Agreement"
or "the term hereof".
3. Capacity and Performance.
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3.1. Offices. During the term hereof and for the compensation
described in Section 4 below, the Executive shall serve as the Division
President, LANSystems division. The Executive shall be subject to the
direction of the Chairman, President and Chief Executive Officer of the
Company (or any one of them to whom the Executive then reports, hereinafter
referred to as the "Reporting Executive"), and shall have such other
powers, duties and responsibilities consistent with the Executive's
position as President, LANSystems division, as may from time to time be
prescribed by the Reporting Executive. In addition, for so long as the
Executive is employed by the Company and, unless otherwise determined by
the Reporting Executive, without further compensation, the Executive shall
serve as a director of one or more of the Company's subsidiaries if so
elected or appointed from time to time.
3.2. Performance. During the term hereof, the Executive shall be
employed by the Company and shall perform and discharge (faithfully,
diligently and to the best of the
<PAGE>
Executive's ability) such duties and responsibilities on behalf of the
Company and its subsidiaries as may be designated from time to time by the
Reporting Executive. During the term hereof, the Executive shall devote the
Executive's full business time and attention to the advancement of the
business and interests of the Company and its subsidiaries and to the
discharge of the Executive's duties and responsibilities hereunder. Nothing
contained herein shall be construed to prohibit or restrict the Executive
from (a) serving in various capacities in community, civic, religious or
charitable organizations, (b) serving as a member of the boards of non-
affiliated entities provided such entities do not compete with the Company
and such service does not create a conflict of interest as determined by
the Board, or (c) attending to personal business and investment matters. It
is expressly agreed that any such service or activity permitted by the
previous sentence shall not unreasonably interfere with the performance of
the Executive's duties and, if so, the Executive, after consultation with
the Board, will comply with the reasonable requests to cease or limit the
service or activity.
4. Compensation and Benefits. As compensation for all services performed
by the Executive under this Agreement and performance of the Executive's duties
and of the obligations to the Company and its subsidiaries, pursuant to this
Agreement or otherwise and subject to Section 5 hereof:
4.1. Base Salary. During the term hereof, the Company shall pay the
Executive a base salary at the rate of $210,000 per year, payable in
accordance with the payroll practices of the Company for its executives but
no less than monthly and subject to increase at any time or from time to
time by the Reporting Executive in his or her sole discretion. Such base
salary, as from time to time increased, is hereafter referred to as the
"Base Salary". The Base Salary payable to the Executive in 1997 shall be
prorated for the period from the Effective Date through December 31, 1997
and for any subsequent period of service less than one full year.
4.2. Bonus Compensation. During the term hereof, the Company from
time to time shall pay the Executive an annual bonus (the "Bonus"). The
Bonus in respect of 1997 (the "1997 Bonus") will be calculated as follows:
The Company will calculate the dollar amount of the 1997 LANSystems Bonus
pursuant to Section 4.2.1. below and the dollar amount of the 1997 DESI
Bonus pursuant to Section 4.2.2. below, adjust such amounts in accordance
with Section 4.2.3, and pay to the Executive the sum of such amounts:
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4.2.1. (a) If the Targeted Operating Income (as defined below)
for the LANSystems Division for calendar year 1997 (the "1997
LANSystems TOI"), is less than (TBD) (the "Minimum LANSystems
Target"), the 1997 LANSystems Bonus shall equal zero;
(b) If the 1997 LANSystems TOI is equal to or greater than the
Minimum LANSystems Target but less than (TBD) (the "Base LANSystems
Target"), the 1997 LANSystems Bonus shall equal the number obtained by
multiplying 30% of the Executive's 1997 Salary by a fraction (which
shall not be greater than one), the numerator of which is the
difference between the 1997 LANSystems TOI and the Minimum LANSystems
Target and the denominator of which is the amount determined by
subtracting the Minimum LANSystems Target from the Base LANSystems
Target;
(c) If the 1997 LANSystems TOI is equal to or greater than the
Base LANSystems Target but less than (TBD) (the "Maximum LANSystems
Target"), the 1997 LANSystems Bonus shall equal the sum of the number
obtained by multiplying 60% of the Executive's 1997 Salary by a
fraction (which shall not be greater than one), the numerator of which
is the difference between the 1997 LANSystems TOI and the Base
LANSystems Target and the denominator of which is the amount
determined by subtracting the Base LANSystems Target from the Maximum
LANSystems Target; or
(d) If the 1997 LANSystems TOI is equal to or greater than the
Maximum LANSystems Target, the 1997 LANSystems Bonus shall equal 60%
of the Executive's 1997 Salary.
4.2.2. (a) If the Adjusted Operating Income (as defined below)
for DESI taken as a whole for calendar year 1997 (the "1997 DESI
AOI"), is less than (TBD) (the "Minimum DESI Target"), the 1997 DESI
Bonus shall equal zero;
(b) If the 1997 DESI TOI is equal to or greater than the Minimum
DESI Target but less than (TBD) (the "Base DESI Target"), the 1997
DESI Bonus shall equal the sum of the number obtained by multiplying
10% of the Executive's 1997 Salary by a fraction (which shall not be
greater than one), the numerator of which is the difference between
the 1997 DESI AOI and the Minimum DESI Target and the denominator of
which is the amount determined by subtracting the Minimum
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DESI Target from the Base DESI Target;
(c) If the 1997 DESI TOI is equal to or greater than the Base
DESI Target but less than (TBD) (the "Maximum DESI Target"), the 1997
DESI Bonus shall equal the sum of the number obtained by multiplying
20% of the Executive's 1997 Salary by a fraction (which shall not be
greater than one), the numerator of which is the difference between
the 1997 DESI TOI and the Base DESI Target and the denominator of
which is the amount determined by subtracting the Base DESI Target
from the Maximum DESI Target; or
(d) If the 1997 DESI TOI is equal to or greater than the Maximum
DESI Target, the 1997 DESI Bonus shall equal 20% of the Executive's
1997 Salary.
4.2.3. Any compensation paid to the Executive as Bonus shall be
in addition to the Base Salary. The 1997 Bonus payable to the
Executive shall be pro-rated for any period of service less than a
full year by multiplying (x) the amount of the Bonus calculated for
such year by (y) a fraction, the numerator of which is the number of
days from and including January 1 of such year through and including
the effective date of the Executive's termination of employment and
the denominator of which is 365. All bonus and benefit plans are
subject to annual review and change by the Board relative to key
strategic objectives for the year.
4.3. Stock Options. The Company has established the 1997 Stock
Incentive Plan (the "Plan") for management/employees of the Company
pursuant to which options may be granted for common stock of the Company
("Common Stock"). As soon as practical after the Effective Date, the
Company shall grant to the Executive, pursuant to the Plan, options to
purchase a total of 25,000 shares of Common Stock at an exercise price
equal to the fair market value of the common stock on the date of grant
(the "Options"). Subject to the termination of employment provisions
contained in the agreement evidencing the Options, the Options will become
exercisable in four cumulative annual installments on the one year (25%),
two year (25%), three year (25%) and four year (25%) anniversaries of the
Effective Date, subject to acceleration of vesting in accordance with the
terms of the agreement evidencing the Options.
4.4. Vacations. During the term hereof, the Executive shall be
entitled to four (4) weeks of vacation per annual vacation period of the
Company, such vacation to be taken at such times and intervals as shall be
determined by the Executive in the Executive's
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reasonable discretion. The Executive may not accumulate or carry over from
one calendar year to another any unused, accrued vacation time, unless the
Reporting Executive determines that business demands require deferral and
carry over of vacation from any year into up to the first six (6) months of
the succeeding year. The Executive shall not be entitled to compensation
for vacation time not taken, except that upon termination of employment,
the Executive shall be paid for all vacation time accrued but not taken.
4.5. Other Benefits. During the term hereof and subject to any
contribution therefor generally required of executives of the Company, the
Executive shall be entitled to participate in all employee benefit plans
and other programs (including, but not limited to, any medical, dental,
retirement, disability, life insurance, sick leave and other benefits) from
time to time adopted by the Board and in effect for executives of the
Company generally, except to the extent such plans are in a category of
benefit otherwise already provided to the Executive. Such participation
shall be subject to (i) the terms of the applicable plan documents, (ii)
generally applicable Company policies and (iii) the discretion of the Board
or any administrative or other committee provided for in or contemplated by
such plan. The Company may alter, modify, add to or delete its employee
benefit plans at any time as the Board, in its sole judgment, determines to
be appropriate.
4.6. Business Expenses. The Company shall pay or reimburse the
Executive for all reasonable business expenses incurred or paid by the
Executive in the performance of the Executive's duties and responsibilities
hereunder, subject to (i) any expense policy of the Company set by the
Board from time to time, and (ii) such reasonable substantiation and
documentation requirements as may be specified by the Board from time to
time.
4.7. Severance. In the event the Executive's employment with the
Company is (i) terminated by the Company other than for Cause in accordance
with Section 5.4 or (ii) terminated by the Executive in accordance with
Section 5.5, the Executive will be entitled to receive twenty-four (24)
monthly payments equal to the Executive's then applicable Base Salary
calculated on a monthly basis at the time of such termination (i.e., 1/12th
of the Base Salary), paid on the last day of a calendar month.
5. Termination of Employment and Severance Benefits. Notwithstanding the
provisions of Section 2 hereof, the Executive's employment hereunder shall
terminate prior to the expiration of the term of this Agreement under the
following circumstances:
5.1. Retirement or Death. In the event of the Executive's retirement
or death during the term hereof, the Executive's employment hereunder shall
immediately and
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automatically terminate. In the event of the Executive's retirement after
the age of sixty-five, age fifty-five with the prior consent of the Board
or death during the term hereof, the Company shall pay to the Executive (or
in the case of death, the Executive's designated beneficiary or, if no
beneficiary has been designated by the Executive, to the Executive's
estate) (i) Base Salary earned but unpaid through and including the date of
such retirement or death, (ii) any amount payable pursuant to Section 4.6,
(iii) any unpaid portion of any Bonus for any fiscal year preceding the
year in which such retirement or death occurs that was earned but had not
previously been paid and (iv) at the times the Company pays its executives
bonuses in accordance with its general payroll policies, any Bonus which
would have been paid had such retirement or death not occurred during the
fiscal year of such retirement or death (pro-rated based on a formula, the
numerator of which shall be the number of days during the fiscal year of
such retirement or death in which the Executive was employed by the Company
and the denominator of which shall be 365 or 366, as the case may be).
5.2. Disability.
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5.2.1. The Company may terminate the Executive's employment
hereunder, upon written notice to the Executive, in the event that the
Executive becomes disabled during the Executive's employment hereunder
through any illness, injury, accident or condition of either a
physical or psychological nature and, as a result, is unable to
perform substantially all of the Executive's duties and
responsibilities hereunder for an aggregate of one hundred eighty
(180) days during any period of three hundred and sixty-five (365)
consecutive calendar days.
5.2.2. The Board may designate another employee to act
temporarily in the Executive's place during any period of the
Executive's disability. Notwithstanding any such designation, the
Executive shall continue to receive the Base Salary in accordance with
Section 4.1 and to receive benefits in accordance with Section 4.5, to
the extent permitted by the then current terms of the applicable
benefit plans, until the Executive becomes eligible for disability
income benefits under any disability income plan maintained by the
Company or until the termination of the Executive's employment,
whichever shall first occur. Upon becoming so eligible, or upon such
termination, whichever shall first occur, the Company shall pay to the
Executive (i) Base Salary earned but unpaid through and including the
date of such eligibility or termination, (ii) any amount payable
pursuant to Section 4.6, (iii) any unpaid portion of any Bonus for any
fiscal year preceding the year in which such eligibility or
termination occurs that was earned
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but had not previously been paid and (iv) at the times the Company
pays its executives bonuses in accordance with its general payroll
policies, any Bonus which would have been paid had disability not
occurred during the fiscal year in which such eligibility or
termination occurs (pro-rated based on a formula, the numerator of
which shall be, as applicable, (i) the number of days from and
including January 1 of the fiscal year in which such eligibility
occurs to but excluding the date of such eligibility or (ii) the
number of days on which the Executive was employed by the Company
during the fiscal year in which such termination occurs and the
denominator of which shall be 365 or 366, as the case may be).
5.2.3. Except as provided in Section 5.2.2, while receiving
disability income payments under any disability income plan maintained
by the Company, the Executive shall not be entitled to receive any
Base Salary under Section 4.1 or Bonus payments under Section 4.2 but
shall continue to participate in the Company's benefit plans in
accordance with Section 4.5 and the terms of such plans, until the
termination of the Executive's employment. During the twelve (12)
month period from and including the date of termination, the Company
shall pay for the cost of the Executive's participation in the
Company's group medical and dental plans, provided that the Executive
is entitled to continue such participation under applicable law and
the terms of such plan.
5.2.4. If any question shall arise as to whether during any
period the Executive is disabled through any illness, injury, accident
or condition of either a physical or psychological nature so as to be
unable to perform substantially all of the Executive's duties and
responsibilities hereunder, the Executive may, and at the request of
the Company shall, submit to a medical examination by a physician
either (i) mutually selected by the Company and the Executive or the
Executive's duly appointed guardian or (ii) failing mutual agreement,
a physician selected by each of a physician selected by the Company
and a physician selected by the Executive, to determine whether the
Executive is so disabled and such determination shall for the purposes
of this Agreement be conclusive of the issue. If such question shall
arise and the Executive shall fail to submit to such medical
examination, the Board's determination of the issue shall be binding
on the Executive.
5.3. By the Company for Cause. The Company may terminate the
Executive's employment hereunder for Cause as provided in Section 11.2. If
the Executive's employment hereunder is terminated for Cause, the Company
shall have no further
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obligation or liability to the Executive relating to the Executive's
employment hereunder, or the termination thereof, except that the Company
shall pay to the Executive (i) Base Salary earned but unpaid through and
including the date of termination, (ii) any amount payable pursuant to
Section 4.6, and (iii) any other amounts accrued by the Executive but
unpaid through and including the date of termination (it being understood
that a Bonus does not accrue until December 31 of the year on which such
Bonus is based).
5.4. By the Company other than for Cause. The Company may terminate
the Executive's employment hereunder other than for Cause at any time after
the Effective Date upon two weeks prior written notice to the Executive. In
the event of such termination, then the Company shall pay the Executive (i)
Base Salary earned but unpaid through and including the date of
termination, (ii) any amount payable pursuant to Section 4.6, (iii) the
amounts specified in Section 4.7, (iv) any unpaid portion of any Bonus for
any fiscal year preceding the year in which such termination occurs that
was earned but had not previously been paid, (v) at the times the Company
pays its executives bonuses in accordance with its general payroll
policies, any Bonus which would have been paid had termination not occurred
during the fiscal year in which such termination occurs (pro-rated based on
a formula, the numerator of which shall be the number of days during the
fiscal year in which such termination occurs the Executive was employed by
the Company and the denominator of which shall be 365 or 366, as the case
may be), and (vi) any other amounts accrued by the Executive but unpaid
through and including the date of termination. In addition, 100% of the
number of shares of Common Stock subject to each option, including the
Options, held by the Executive on the date of such termination and which
are then unexercisable shall become exercisable as of the date of such
termination, and such Options may be exercised for a period up to ninety
(90) days following termination of the Executive's employment.
5.5. By the Executive upon Breach or for Good Reason. The Executive
may terminate the Executive's employment hereunder (i) in the event that
the Company fails to perform, in any material respect, its obligations
under this Agreement, after written notice to the Company setting forth in
reasonable detail the nature of such breach if such breach remains uncured
for a period of 30 days following such written notice to the Company
provided that said notice shall not be required in the event of repeated,
intentional or willful failure to perform by the Company, (ii) there is a
material diminution in the responsibilities, duties and powers of the
Executive, or (iii) the Executive's offices are moved from their present
location to a location outside of the New York metropolitan area. In the
event of termination in accordance with this Section 5.5, then the Company
shall pay to the Executive (i) Base Salary earned but unpaid through and
including the date of termination, (ii) any amount payable pursuant to
Section 4.6, (iii) the amounts
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<PAGE>
specified in Section 4.7, (iv) any unpaid portion of any Bonus for any
fiscal year preceding the year in which such termination occurs that was
earned but had not previously been paid, (v) at the times the Company pays
its executives bonuses in accordance with its general payroll policies, any
Bonus which would have been paid had termination not occurred during the
fiscal year in which such termination occurs (pro-rated based on a formula,
the numerator of which shall be the number of days during the fiscal year
in which such termination occurs the Executive was employed by the Company
and the denominator of which shall be 365 or 366, as the case may be), and
(vi) any other amounts accrued by the Executive but unpaid through and
including the date of termination. In addition, 100% of the number of
shares of Common Stock subject to each option, including the Options, held
by the Executive on the date of such termination and which are then
unexercisable shall become exercisable as of the date of such termination,
and such Options may be exercised for a period up to ninety (90) days
following termination of the Executive's employment.
5.6. By the Executive Other than upon Breach or for Good Reason. The
Executive may terminate the Executive's employment hereunder at any time
upon ninety (90) days' written notice to the Company. In the event of
termination of the Executive pursuant to this Section 5.6, the Board may
elect to waive the period of notice, or any portion thereof, and, whether
or not the Board so elects, the Company shall pay to the Executive (i) Base
Salary for the full notice period, (ii) any amount payable pursuant to
Section 4.6, (iii) at the times the Company pays its executives bonuses in
accordance with its general payroll policies, any Bonus which would have
been paid had termination not occurred during the fiscal year in which such
termination occurs (pro-rated as set forth in Section 5.5 above), and (iv)
any other amounts accrued by the Executive but unpaid through and including
the date of termination.
5.7. Post-Agreement Employment. In the event the Executive remains in
the employ of the Company or any of its Affiliates following termination of
this Agreement, by the expiration of the term hereof or otherwise, then
such employment shall be at will, unless otherwise agreed in writing.
6. Effect of Termination. The provisions of this Section 6 shall apply
in the event of termination due to the expiration of the term of this
Agreement, pursuant to Section 5 or otherwise.
6.1. Receipt of Certain Benefits. It is the mutual intention of the
Company and the Executive that the Executive receive the full benefit of
the compensation and benefits provided to the Executive during the term
hereof which compensation and benefits may
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<PAGE>
be payable over periods beyond the particular year of employment. The
Executive shall not be obligated to seek other employment by way of
mitigation of the amounts due to the Executive nor shall the Executive's
earnings after termination reduce the Company's obligations hereunder.
Nothing in this Section 6.1 is intended or shall be construed to affect the
rights and obligations of the Company and its Affiliates, on the one hand,
and the Executive, on the other, with respect to any loans, stock pledge
arrangements, option plans or other agreements to the extent said rights or
obligations survive termination of employment under the provisions of the
documents relating thereto.
6.2. Termination of Health and Welfare Benefits. Except for medical
and dental insurance coverage continued pursuant to Sections 5.2 hereof and
any right of continuation of health coverage to the extent provided by
Sections 601 through 608 of ERISA, health and welfare benefits shall
terminate pursuant to the terms of the applicable benefit plans based on
the date of termination of the Executive's employment without regard to any
continuation of Base Salary or other payments to the Executive following
such date of termination pursuant to Section 5.
6.3. Survival of Certain Provisions. Provisions of this Agreement
shall survive any termination if so provided herein or if necessary or
desirable fully to accomplish the purposes of such provision, including,
without limitation, the obligations of the Executive under Sections 7 and 8
hereof. The obligation of the Company to make payments to or on behalf of
the Executive under Sections 4.7, 5.4 or 5.5 hereof is expressly
conditioned upon the Executive's continued full performance of obligations
under Sections 7 and 8 hereof. The Executive recognizes that, except as
expressly provided in Section 4.7, 5.4 or 5.5, no compensation is earned
after termination of employment.
7. Confidential Information; Intellectual Property.
7.1. Confidentiality. The Executive acknowledges that the Company
and its Affiliates continually develop Confidential Information, that the
Executive may develop Confidential Information for the Company or its
Affiliates and that the Executive may learn of Confidential Information
during the course of employment. The Executive will comply with the
policies and procedures of the Company for protecting Confidential
Information and shall never disclose to any Person (except as required by
applicable law or for the proper performance of the Executive's duties and
responsibilities to the Company and its Affiliates), or use for the
Executive's own benefit or gain or otherwise use in a manner adverse to the
interests of the Company and its Affiliates, any Confidential Information
obtained by the Executive incident to the Executive's employment or other
association with the Company or any of its Affiliates. The
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<PAGE>
Executive understands that this restriction shall continue to apply after
the Executive's employment terminates, regardless of the reason for such
termination. Notwithstanding the foregoing, the Executive's covenant not to
disclose Confidential Information does not apply to information which (i)
becomes generally available to the public or otherwise becomes known
through sources other than the Executive, (ii) is subsequently disclosed to
the Executive by a source other than the Company who was under no duty of
confidence or (iii) is required to be disclosed by the Executive through
discovery in litigation or by order of a court or otherwise as required by
law.
7.2. Return of Documents. All documents, records, tapes and other
media of every kind and description relating to the business, present or
otherwise, of the Company or its Affiliates and any copies, in whole or in
part, thereof (the "Documents"), whether or not prepared by the Executive,
shall be the sole and exclusive property of the Company and its Affiliates,
provided, however, that Executive shall in all cases be entitled to retain
copies of documents relating to the Executive's employment rights,
compensation, benefits or other obligations of the Company to the Executive
and the Executive to the Company. The Executive shall safeguard all
Documents and shall surrender to the Company at the time the Executive's
employment terminates, or at such earlier time or times as the Board or its
designee may specify, all Documents then in the Executive's possession or
control.
7.3. Assignment of Rights to Intellectual Property. The Executive
shall promptly and fully disclose all Intellectual Property to the Company.
The Executive hereby assigns and agrees to assign to the Company (or as
otherwise directed by the Company) the Executive's full right, title and
interest in and to all Intellectual Property. The Executive agrees to
execute any and all applications for domestic and foreign patents,
copyrights or other proprietary rights and to do such other acts (including
without limitation the execution and delivery of instruments of further
assurance or confirmation) requested by the Company to assign the
Intellectual Property to the Company and to permit the Company to enforce
any patents, copyrights or other proprietary rights to the Intellectual
Property. The Executive will not charge the Company for time spent in
complying with these obligations. All copyrightable works that the
Executive creates shall be considered "work made for hire".
8. Agreement not to Compete with the Business. The Executive agrees that
during the term of the Executive's employment hereunder and for a period of two
(2) years following the date of termination thereof (the "Non-Competition
Period"), the Executive will not, directly or indirectly (a) own, manage,
operate, control or participate in any manner in the ownership, management,
operation or control of, or be connected as an officer, employee, partner,
director,
-11-
<PAGE>
principal, consultant, agent or otherwise with, or have any financial
interest in, or aid or assist anyone else in the conduct of, any business,
venture or activity which competes with the business of the Company, or any
group, division or subsidiary of the Company, as described in the Company's
Registration Statement on Form S-1 relating to the Company's initial public
offering of Common Stock or, beginning with the Company's Annual Report on Form
10-K for the year ending December 31, 1996, the Company's most recent Annual
Report on Form 10-K filed with the Securities and Exchange Commission prior to
the date (the "Date of Termination") the Executive's employment under this
Agreement is terminated (hereinafter, "Competitive Business") in the United
States or any other geographic area where such Competitive Business is being
conducted at the Date of Termination or (b) recruit or otherwise seek to induce
any employees of the Company or any of its subsidiaries to terminate their
employment or violate any agreement with or duty to the Company or any of its
subsidiaries. It is understood and agreed that, for the purposes of the
foregoing provisions of this Section 8, (i) no business, venture or activity
shall be deemed to be a Competitive Business unless not less than five percent
of the Company's consolidated gross sales or operating income is derived from,
or not less than five percent of the Company's consolidated assets are devoted
to, such business, venture or activity; and (ii) no business, venture or
activity conducted by any entity by which the Executive is employed or in which
the Executive is interested or with which the Executive is connected or
associated shall be deemed to be a Competitive Business unless it is one from
which five percent or more of such entity's consolidated gross sales or
operating income is derived, or to which five percent or more of such entity's
consolidated assets are devoted; provided, however, that if the actual gross
sales or operating income or assets of such entity derived from or devoted to
such business, venture or activity is equal to or in excess of 10% of the most
nearly comparable figure for the Company, such business, venture or activity of
such entity shall be deemed to be a Competitive Business. Further, ownership of
not more than five percent of the voting stock of any publicly held corporation
shall not, of itself, constitute a violation of this Section 8.
9. Enforcement of Covenants. The Executive acknowledges that the
Executive has carefully read and considered all the terms and conditions of this
Agreement, including without limitation the restraints imposed upon the
Executive pursuant to Sections 7 and 8 hereof. The Executive agrees that said
restraints are necessary for the reasonable and proper protection of the Company
and its Affiliates and that the restraints are reasonable as to the definition
of Competitive Business and length of time. The Executive further acknowledges
that, were the Executive to breach any of the covenants or agreements contained
in Sections 7 or 8 hereof, the damage to the Company could be irreparable. The
Executive therefore agrees that the Company, in addition to any other remedies
available to it, shall be entitled to preliminary and permanent injunctive
relief against any breach or threatened breach by the Executive of any of said
covenants or agreements. The parties further agree that in the event that any
provision of Section 7 or 8 hereof shall be determined by any Court of competent
jurisdiction to be unenforceable by
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<PAGE>
reason of its being extended over too great a time, too large a geographic area
or too great a range of activities, such provision shall be deemed to be
modified to permit its enforcement to the maximum extent permitted by law.
10. Conflicting Agreements. The Executive hereby represents and warrants
that the execution of this Agreement and the performance of the Executive's
obligations hereunder will not breach or be in conflict with any other agreement
to which or by which the Executive is a party or is bound and that the Executive
is not now subject to any covenants against competition or similar covenants
that would affect the performance of the Executive's obligations hereunder. The
Executive will not disclose to or use on behalf of the Company or any of its
Affiliates any proprietary information of a third party without such party's
consent.
11. Definitions. Terms defined elsewhere in this Agreement are used herein
as so defined. In addition, the following terms shall have the following
meanings:
11.1. Affiliates. "Affiliates" means all persons and entities directly
or indirectly controlling, controlled by or under common control with the
Company.
11.2. Cause. The following events or conditions shall constitute
"Cause" for termination: (i) the willful refusal of the Executive to
substantially perform the Executive's duties to the Company (other than any
refusal resulting from the Executive's incapacity due to physical or mental
illness), including the Executive's obligations under this Agreement or
(ii) a willful and material breach by the Executive of Section 7.1, 7.3 or
8 or (iii) a conviction for fraud, embezzlement or other act of dishonesty
by the Executive that causes material injury to the Company or any of its
Affiliates or (iv) conviction of, or plea of nolo contendere to, any felony
involving dishonesty or moral turpitude; or (v) the Executive's engaging in
activities (A) which constitute a violation of any policy, rule or
regulation adopted by the Company, including policies related to conflicts
of interest, insider trading, reimbursement of business expenses and the
like, or (B) which result in a material injury to the business, financial
condition, results of operations or prospects of the Company or its
Affiliates, as determined by the Board or a committee thereof.
For purposes of this Section 11.2, no act or failure to act on the
Executive's part shall be deemed "willful" unless done, or omitted to be
done, by the Executive not in good faith and without reasonable belief that
the actions or omissions were in the best interest of the Company.
Notwithstanding and with respect to clause (i) only in the immediately
preceding paragraph, the Executive shall not be deemed terminated for Cause
unless and until there shall have been delivered to the Executive a copy of
a
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<PAGE>
resolution duly adopted by the affirmative vote of not less than 75% of
the entire membership of the Board (excluding the Executive if the
Executive is a member of the Board) at a meeting of the Board called and
held for such purpose (after reasonable notice to the Executive and an
opportunity for the Executive, together with the Executive's counsel, to be
heard before the Board and after the Executive has been provided with a
period of not less than 30 days within which to correct the situation)
finding that in the opinion of the Board the Executive engaged in the
conduct set forth in such clause (i) and specifying the particulars in
reasonable detail.
11.3. Confidential Information. "Confidential Information" means any
and all information of the Company and its Affiliates that is not generally
known by others with whom they compete or do business, or with whom they
plan to compete or do business and any and all information the disclosure
of which would otherwise be adverse to the interests of the Company or any
of its Affiliates. Confidential Information includes without limitation
such information relating to (i) the services or products sold or offered
by the Company or any of its Affiliates, (ii) the costs, sources of supply,
financial performance and strategic plans of the Company and its
Affiliates, (iii) the identity and special needs of the customers of the
Company and its Affiliates and (iv) the people and organizations with whom
the Company and its Affiliates have business relationships and those
relationships. Confidential Information also includes comparable
information that the Company or any of its Affiliates have received
belonging to others or which was received by the Company or any of its
Affiliates with any understanding that it would not be disclosed.
11.4. ERISA. "ERISA" means the federal Employee Retirement Income
Security Act of 1974 or any successor statute, and the rules and
regulations thereunder, and in the case of any referenced section thereof
any successor section thereto, collectively and as from time to time
amended and in effect.
11.5. Intellectual Property. "Intellectual Property" means
inventions, discoveries, developments, methods, processes, compositions,
works, concepts and ideas (whether or not patentable or copyrightable or
constituting trade secrets) conceived, made, created, developed or reduced
to practice by the Executive (whether alone or with others, whether or not
during normal business hours or on or off Company premises) during the
Executive's employment that relate to either the business of the Company or
any of its Affiliates or any prospective activity of the Company or any of
its Affiliates.
11.6. Person. "Person" means an individual, a corporation, an
association, a
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partnership, a limited liability company, an estate, a trust and any other
entity or organization.
12. Withholding. All payments made by the Company under this Agreement
shall be reduced by any tax or other amounts required to be withheld by the
Company under applicable law.
13. Miscellaneous.
13.1. Assignment. Neither the Company nor the Executive may make any
assignment of this Agreement or any interest herein (provided, however,
that nothing contained herein shall be construed to place any limitation or
restriction on the transfer of the Common Stock in addition to any
restrictions set forth in any agreement applicable to such shares) without
the prior written consent of the other. This Agreement shall inure to the
benefit of and be binding upon the Company and the Executive, and their
respective successors, executors, administrators, heirs and permitted
assigns.
13.2. Severability. If any portion or provision of this Agreement
shall to any extent be declared illegal or unenforceable by a court of
competent jurisdiction, then the application of such provision in such
circumstances shall be deemed modified to permit its enforcement to the
maximum extent permitted by law, and both the application of such portion
or provision in circumstances other than those as to which it is so
declared illegal or unenforceable and the remainder of this Agreement shall
not be affected thereby, and each portion and provision of this Agreement
shall be valid and enforceable to the fullest extent permitted by law.
13.3. Waiver; Amendment. No waiver of any provision hereof shall be
effective unless made in writing and signed by the waiving party. The
failure of either party to require the performance of any term or
obligation of this Agreement, or the waiver by either party of any breach
of this Agreement, shall not prevent any subsequent enforcement of such
term or obligation or be deemed a waiver of any subsequent breach. This
Agreement may be amended or modified only by a written instrument signed by
the Executive and the Company.
13.4. Notices. Any and all notices, requests, demands and other
communications provided for by this Agreement shall be in writing and shall
be effective when delivered in person or two business days after being
deposited in the United States mail, postage prepaid, registered or
certified, and addressed (a) in the case of the Executive, to Robert A.
Lento,
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<PAGE>
LANSystems, 300 Park Avenue South, New York, New York 10010 or, (b)
in the case of the Company, at its principal place of business and to the
attention of the Chief Executive Officer; or to such other address as
either party may specify by notice to the other.
13.5. Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the terms and conditions of
the Executive's employment and, except as otherwise provided herein,
supersedes all prior communications, agreements and understandings, written
or oral, with the Company with respect to the terms and conditions of the
Executive's employment, including the Original Agreement.
13.6. Headings. The headings and captions in this Agreement are for
convenience only and in no way define or describe the scope or content of
any provision of this Agreement.
13.7. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original and all of which together
shall constitute one and the same instrument.
13.8. Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic substantive laws of the State of
Illinois without giving effect to any choice or conflict of laws provision
or rule that would cause the application of the domestic substantive laws
of any other jurisdiction.
13.9. Legal Fees. In any action brought by the Executive to enforce
the Executive's rights hereunder, DESI shall reimburse, indemnify and hold
harmless the Executive from her fees and reasonable expenses of counsel;
provided, however, that such indemnification shall not extend to any action
brought by the Executive in bad faith or without a reasonable likelihood of
success under the terms of this Agreement.
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<PAGE>
IN WITNESS WHEREOF, this Agreement has been executed by the Company, by its
duly authorized representative, and by the Executive, as of the date first above
written.
THE COMPANY: DONNELLEY ENTERPRISE SOLUTIONS INCORPORATED
By__________________________________________________
Rhonda I. Kochlefl Date:
Chairman, President & CEO
THE EXECUTIVE: ______________________________________________________
Robert A.Lento Date:
-17-
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