Employment, Noncompetition, Confidentiality and Consulting Agreement - Reader's Digest Association Inc. and Thomas A. Belli
EMPLOYMENT,
NONCOMPETITION, CONFIDENTIALITY
AND CONSULTING AGREEMENT
This Employment, Noncompetition, Confidentiality and
Consulting Agreement (this "Agreement") is entered into on the
14th day of November, 1997, between The Reader's Digest
Association, Inc., and Thomas A. Belli (the "Employee").
WITNESSETH:
WHEREAS, the Employee is currently a consultant to The
Reader's Digest Association, Inc. and has been previously
employed by The Reader's Digest Association, Inc. in a number of
positions, including President of QSP, Inc., a wholly-owned
subsidiary of The Reader's Digest Association, Inc.; and
WHEREAS, The Reader's Digest Association, Inc. and the
Employee desire that the Employee be re-employed as the President
of QSP, Inc. and desire to set forth certain terms of the
Employee's employment with the Company (as that term is
hereinafter defined in Section 1 below); and
WHEREAS, in order to protect the business interests of
the Company, The Reader's Digest Association, Inc. desires the
Employee to undertake certain obligations not to compete with the
Company during and following the Employee's employment with the
Company; and
WHEREAS, in order to further protect the Company's
business interests, The Reader's Digest Association, Inc. desires
the Employee to undertake certain other obligations, including to
preserve and protect the Company's Confidential/Proprietary
Information, as defined in this Agreement; and
WHEREAS, The Reader's Digest Association, Inc. and the
Employee wish to provide for the terms and conditions of a
consulting arrangement, under which the Employee will provide
consulting services to the Company following termination of the
Employee's employment with the Company; and
WHEREAS, nothing contained in this Agreement is
intended to change the Company's employment at-will policy
whereby the Company may at any time change the Employee's job
title, duties, compensation, and other terms and conditions of
employment and either the Employee or the Company may terminate
the Employee's employment with the Company at any time and for
any reason.
NOW, THEREFORE, in consideration of the premises and
the mutual covenants and agreements contained herein, The
Reader's Digest Association, Inc. and the Employee agree as
follows:
1. Definitions. For all purposes of this Agreement,
the following terms shall have the definitions set forth below:
"Affiliate" shall mean, with respect to The Reader's
Digest Association, Inc., any other person or entity that,
directly or indirectly, is controlled by, controls, or is under
common control with The Reader's Digest Association, Inc.
"Business" shall mean any and all aspects of the
business being conducted, planned to be conducted or contemplated
to be conducted by QSP, Inc., QSP Distribution Services, Inc.,
and Quality Services Products, Inc. in the Territory described
below, including but not limited to the sale or promotion of
products or services, the procurement of products or services,
the fulfillment of orders for products or services, the provision
of services, including fund-raising activities, and the
distribution of products.
"Company" shall mean The Reader's Digest Association,
Inc., and all of its parents, divisions, subsidiaries, and
Affiliates, and shall also include QSP, Inc., QSP Distribution
Services, Inc., and Quality Services Products, Inc.
"Customers" shall mean all persons (including sponsors
and contact persons and their successors), schools, classes,
clubs, organizations, associations, groups of persons and
entities of any type which are as of the date of his Agreement,
were at any time during the two-year period immediately preceding
the date of this Agreement, were at any time during the
Noncompetition Period, and/or were at any time during the two-
year period immediately preceding the application or enforcement
of this Agreement, customers of QSP, Inc. or Quality Services
Products, Inc., or were solicited or serviced for fund raising
purposes by sales representatives or agents of QSP, Inc. or
Quality Services Products, Inc. for the benefit, in whole or in
part, of QSP, Inc. or Quality Services Products, Inc. during any
such periods of time.
"Noncompetition Period" shall mean any time during
which the Employee is an employee of the Company and a period of
three years after the termination of the Employee's employment
with the Company, regardless of whether termination of the
employment relationship is with or without cause, or voluntary or
involuntary. If, during such three-year period, the Employee
engages in a violation of any provision of this Agreement, the
Noncompetition Period shall continue to run for a three-year
period beginning from the date of the last violation.
"Territory" shall mean (i) the town of Ridgefield,
Connecticut, (ii) Fairfield County, Connecticut, (iii) the town
of New Castle, New York, (iv) Westchester County, New York, (v)
the area within a 75-mile radius of QSP, Inc.'s Ridgefield,
Connecticut offices, (vi) the area within a 75-mile radius of The
Reader's Digest Association, Inc.'s New Castle, New York's
offices, (viii) each and every county in the United States where
QSP, Inc.'s sales representatives do Business as of the date of
this Agreement, did Business at any time during the two-year
period immediately preceding the date of this Agreement, did
Business during the Noncompetition Period, and/or did Business
during the two-year period immediately preceding the application
or enforcement of this Agreement; and (vii) each and every county
and district in Canada where Quality Services Products, Inc.'s
sales representatives do Business as of the date of this
Agreement, did Business at any time during the two-year period
immediately preceding the date of this Agreement, did Business
during the Noncompetition Period, and/or did
Business during the two-year period immediately preceding the
application or enforcement of this Agreement.
2. Employment Terms
a. Position. Subject to the Employee's ability
to document his identity and authorization to work pursuant to
the Immigration Reform and Control Act, and a negative result on
the Employee's drug test, the Employee shall be employed as the
President of QSP, Inc. The Employee shall perform the duties,
undertake the responsibilities and exercise the authority
customarily performed, undertaken and exercised by persons
employed in a similar capacity, subject to the provisions herein
and as otherwise determined by the President, Reader's Digest
USA. The Employee shall report directly to President, Reader's
Digest USA or as otherwise determined by the Chief Executive
Officer of RDA. The Employee acknowledges that his employment
with the Company is at will, and the Company reserves the right
to terminate the Employee at any time, with or without cause.
The Employee further acknowledges and agrees that the Employee
must adhere to the following during his employment:
regular and open communication with the President, Reader's
Digest USA (or successor thereto); regular attendance at staff
meetings;
Employee to promote to all QSP employees the close alliance
of QSP and RDA;
general strategy and budget must be agreed to by President,
Reader's Digest USA (or successor thereto) and adhered to
beginning with FY'98 profit and revenue targets already agreed
upon;
QSP's Operations, Information Systems, Finance, Human
Resources and Public Relations departments and personnel will
have oversight by Readers' Digest functions. Any changes of
senior level personnel at QSP in these organizations will require
the approval and support of the Reader's Digest function head as
well as the President, Reader's Digest USA (or successor thereto)
or her designee;
All organization changes must be approved by President,
Reader's Digest USA (or successor thereto) or her designee;
Any recommended changes in policy, procedure, organization
structure or major personnel changes must be approved by
President, Reader's Digest USA (or successor thereto) or her
designee;
Annual compensation plans (salary, bonus, options) as well
as any "special arrangements" to employees or schools require
written approval of President, Reader's Digest USA (or successor
thereto) or her designee;
Full support and cooperation in QSP's move to Pleasantville
expected to occur in the very near future.
b. Obligations. The Employee agrees to devote
his full business time and attention to the business and affairs
of QSP, Inc. (together with QSP Distribution Services, Inc., and
Quality Services Products, Inc.). The foregoing, however, shall
not preclude the Employee from serving on charitable boards or
committees or managing personal investments, so long as such
activities do not interfere with the performance of the
Employee's responsibilities hereunder.
c. Base Salary. The Company agrees to pay or
cause to be paid to the Employee commencing upon the Employee's
hire date a base salary at the rate of $250,000 per year
(hereinafter referred to as the "Base Salary"), as may be
adjusted from time-to-time in accordance with the Company's
policy, payable on a bi-weekly basis. The parties agree that
upon commencement of payment to the Employee of his base salary
hereunder, all payments due to the Employee under Section 3 of
the Agreement between the Employee and The Reader's Digest
Association, Inc. dated February 18, 1994 (the "1994 Agreement")
shall cease and the Employee hereby waives all claims with
respect thereto.
d. Employee Benefits. The Employee shall be
entitled to participate in all employee benefit plans, policies
and programs maintained by The Reader's Digest Association, Inc.
and made available to executives in salary grade 18 and as may be
in effect and amended or terminated from time-to-time (except as
specifically provided herein). The Employee's participation in
such plans, policies and programs shall be on the same basis and
terms as are applicable to executives of the Company in salary
grade 18 generally. With respect to the Employee's prior
employment with the Company, the Employee will be treated in
accordance with the terms of each applicable benefit plan. The
Employee will be eligible to receive an annual bonus with a
target equivalent to that of an employee in grade level 18
participating in the Company's Management Incentive Compensation
Plan (whether as a participant in that Plan or otherwise, at the
Company's discretion), based on goals established by the Company
(the target for fiscal year ending June 30, 1998 is $90,000). In
addition, the Company shall recommend to the Compensation and
Nominating Committee of the Board of Directors of The Reader's
Digest Association, Inc. that the Employee receive a grant of
10,000 stock options under the Company's Key Employee Long Term
Incentive Plan as soon as practical following employment on such
terms as the Company shall determine in its sole discretion.
e. Payment Upon Execution. In addition to the
consideration provided in Section 3.b., below, and the other
consideration set forth in this Agreement, The Reader's Digest
Association, Inc. shall pay the Employee, within 15 days
following execution of this Agreement by all parties, the sum of
One Hundred Thousand Dollars ($100,000.00).
f. The Employee represents and warrants that the
execution and performance of this Agreement will not violate or
conflict with any agreement or arrangement to which the Employee
is a party or with any other of Employee's obligations.
3. Consulting Arrangement and Waiver of Severance
Pay. Upon termination of the Employee's employment with the
Company for any reason other than cause as hereinafter defined in
Section 3.f., the Company shall, for a three-year period, engage
and retain the Employee as a consultant and the Employee agrees
to serve as a consultant for such three-year period on the
following terms and conditions:
a. The Employee shall provide consulting
services to the Company from time to time at the request of the
Company with respect to such matters relating to the Business as
the Company shall from time to time determine. Such consulting
services shall not generally require more than one hundred hours
per three-month period. The Employee may, during the course of
his or her consulting arrangement, engage or be interested in any
activity that is not in violation of Section 4 of this Agreement.
b. As compensation for such consulting services,
the Employee shall be paid, on no less frequently than a monthly
basis, the same amount of salary per month as the Company paid
the Employee in the last full month immediately preceding the
termination of the Employee's employment with the Company, except
as provided in Section 3.e., below. The Employee shall be
reimbursed for all reasonable and necessary expenses incurred in
the course of providing such consulting services, in accordance
with and subject to the Company's policies with respect to
reimbursement of expenses and upon presentation of expense
vouchers in such detail as the Company may from time to time
require in accordance with such policies; provided that such
expenses were expressly authorized in writing by the Company
prior to being incurred by the Employee. It is expressly
understood and agreed that during any period in which the
Employee is serving as a consultant, he or she shall not be an
employee of the Company or treated or regarded as an employee of
the Company. It is further understood and agreed that, when
serving as a consultant, the Employee shall have no authority to
bind the Company and the Employee shall not hold himself out as
having such authority. At any time during which the Employee
serves as a consultant, he shall be an independent contractor.
During the three-year period referred to in this section, the
Employee shall not be entitled to any employee benefits under any
employee benefit plans or programs of the Company -- except:
(i) the Company will pay the premiums on
behalf of the Employee for continuation coverage required to be
offered pursuant to Section 602 of ERISA (commonly referred to as
"COBRA") under the Company's medical and dental plan(s) and up to
an additional 18 months for any period subsequent to such initial
continuation period that the Employee is permitted under the
terms of such plan(s) to continue participation; and
(ii) such benefits that are generally
available to former employees of the Company, but only if the
Employee fulfills all eligibility and participation requirements
of such plans or programs.
It is understood by the Employee that he may not be eligible to
participate in the existing medical and dental plans(s) after his
employment with the Company has terminated, and it is further
understood by the Employee that the Company is not obligated to
amend any such plan(s) and is not guaranteeing that he will be
eligible to participate in such plan(s) as a former employee.
c. The Employee shall have no obligation to
serve as a consultant during any periods of time in the three-
year period when the Employee is engaged or interested on a full-
time basis in any activity that is not in violation of Section 4
of this Agreement. During such periods, however, the Company
shall continue to pay the compensation set forth in Section 3.b.,
above, except as provided in Section 3.e., below.
d. The monthly payments set forth in Section
3.b., above, shall continue to be paid to the Employee or his
estate in the event of the Employee's disability or death, except
as provided in Section 3.e., below.
e. The Company shall have no obligation to make
any payments or further payments under this Section 3 if the
Employee, during the Noncompetition Period, engages in any acts
or omissions constituting (i) proven embezzlement, dishonesty or
fraud; (ii) conviction of or plea of nolo contendere to a crime
involving the property, business relationships or employees of
the Company or involving moral turpitude; (iii) material breach
or violation of the Employee's obligations under this Agreement;
(iv) material breach of any fiduciary duty owed to the Company;
(v) material violation of The Reader's Digest Code of Conduct or
any violation of those sections of The Reader's Digest Code of
Conduct relating to insider trading; (vi) material breach of The
Reader's Digest Proprietary Information Policy; or (vii)
conspiracy against the Company. Neither the Employee's
obligations under this Agreement nor the length of the
Noncompetition Period shall be affected by any of the acts or
omissions described in this Section 3.e. or by the Company's
exercise of its rights under this Section 3.e.
f. For purposes of this Agreement, "cause" shall
mean any of the following: The Employee's (i) proven
embezzlement, dishonesty or fraud; (ii) conviction of or plea of
nolo contendere to a crime involving the property, business
relationships or employees of the Company or involving moral
turpitude; (iii) material breach or violation of the Employee's
obligations under this Agreement; (iv) willful failure or refusal
to perform the Employee's duties and responsibilities; (v)
material breach of the Employee's fiduciary duty to the Company;
(vi) material violation of The Reader's Digest Code of Conduct or
any violation of those sections of the Reader's Digest Code of
Conduct relating to insider trading; (vii) material breach of the
Reader's Digest Proprietary Information Policy; (viii) conspiracy
against the Company; or (ix) inability to perform the Employee's
job duties as a result of alcoholism or drug abuse, consistent
with applicable law. The Company shall have no obligation to
engage the Employee as a consultant or to make any payments under
Section 3.b., above, if the Employee's employment is terminated
for cause. Neither the Employee's obligations under this
Agreement nor the length of the Noncompetition Period shall be
affected by a termination for cause or by the Company's exercise
of its rights under this Agreement in the event of a termination
for cause.
g. The Employee hereby waives all rights, and
forever releases and discharges the Company from any and all
claims, to any severance payments or other benefits under (i) The
Reader's Digest Association, Inc. Severance Plan for Senior
Management, (ii) the Severance Pay Policy available to employees
of The Reader's Digest Association, Inc., and (iii) any and all
other salary continuation or severance pay plans or programs of
any nature or kind. This waiver and release shall not apply to
the Supplemental Retirement Benefit Agreement ("SRB Agreement")
between the Employee and The Reader's Digest Association, Inc.
dated August 17, 1988, as amended August 10, 1992.
4. Agreement Not to Compete. During the
Noncompetition Period and within the Territory, the employee
shall not, directly or indirectly, whether paid or unpaid, engage
or be interested -- whether as owner, investor (other than as a
holder of less than 2% by value of the outstanding equity
securities of any publicly traded company), partner, lender,
officer, director, proprietor, consultant, advisor, employee,
agent, sales representative, participant, or otherwise -- in any
activity or enterprise that is competitive with the Business.
Without limiting the foregoing, assistance in the preparation or
prosecution of any claim against the Company by present or former
customers, employees, officers, consultants, and/or suppliers
shall be deemed to be an "activity or enterprise that is
competitive with the Business."
5. Agreement Not to Solicit Customers. The Employee
acknowledges that QSP, Inc.'s and Quality Services Products,
Inc.'s relationships with Customers constitute the goodwill of
the Business and that such relationships have been developed over
a long period of time at substantial expense and with substantial
effort on the part of QSP, Inc. and Quality Services Products,
Inc. During the Noncompetition Period, the Employee shall not,
directly or indirectly, or through any business, activity or
enterprise in which the Employee is engaged or interested --
whether as owner, investor, partner, lender, officer, director,
proprietor, consultant, advisor, employee, agent, sales
representative, participant or otherwise -- (i) solicit or
otherwise communicate with any Customer for any purpose that is
competitive with the Business (except on behalf of the Company
during the Employee's employment or consulting arrangement with
the Company); (ii) induce or influence any Customer, supplier or
other person that has a business relationship with QSP, Inc. or
Quality Services Products, Inc. or any sales representative that
has an employment relationship with or represents QSP, Inc. or
Quality Services Products, Inc. to discontinue or reduce the
extent of such relationship; or (iii) assist or cause any other
person or entity to engage in any of the actions in which the
Employee is prohibited from engaging under this Section.
6. Agreement Not to Disparage the Company. The
Employee shall not, at any time during the Noncompetition Period
and at any time thereafter, directly or indirectly commit any act
that may tend to deprive the Company of its goodwill or disparage
the Company or its products, services, business practices,
employees, officers, directors, consultants, sales
representatives or accounts, or any person or entity that has a
business relationship with the Company or the Company's
relationships with any such person or entity.
7. Agreement Not to Employ or Engage Employees or
Sales Representatives. During the Noncompetition Period, the
Employee shall not, directly or indirectly or through any
business, activity or enterprise in which the Employee is engaged
or interested -- whether as owner, investor, partner, lender,
officer, director, consultant, advisor, employee, agent, sales
representative, participant or otherwise -- employ or engage or
otherwise solicit or contact for the purpose of employing or
engaging any person who is then or was at any time within the
Noncompetition Period an employee, consultant, sales
representative or agent of the Company.
8. Records of the Company. The Employee acknowledges
that all the records, documents, accounts, sales literature,
manuals (training, personnel, employment, or otherwise),
pamphlets, and other written materials relating to the Business
(collectively, the "Records") are the sole and exclusive property
of the Company and are of great value to the Company. The
Employee shall not, upon termination of employment with the
Company, directly or indirectly remove or copy any such Records.
Upon termination of the Employee's employment with the Company,
whether voluntary or involuntary, the Employee agrees to
surrender to the Company all Records and copies thereof within
seven days following the termination of employment. The Employee
also agrees not to retain any such Records, including any copies
thereof, unless expressly approved in writing by the Vice
President, Human Resources, of The Reader's Digest Association,
Inc. Upon termination of the Employee's employment with the
Company, whether voluntary or involuntary, the Employee agrees to
participate in an exit interview, at which time the Employee may
be asked whether, and if requested the Employee agrees to certify
under oath that, the Employee has surrendered to the Company all
Records and has complied with all of the other provisions of this
Agreement.
9. Confidential/Proprietary Information.
a. The Employee acknowledges that all
information, knowledge and data, whether in a tangible or
intangible form, concerning (i) Customers, the identity and size
of Customers, (ii) the identity of other employees of the Company
and sales representatives employed by or representing QSP, Inc.
and Quality Services Products, Inc., (iii) sales and marketing
information of the Company, (iv) the Company's arrangements,
contracts and relationships with its suppliers, distributors,
facilitators and fulfillment houses, (v) costs, purchase and
pricing information of the Company, (vi) business, financial,
public relations or technical information, (vii) any matter that
gives the Company an advantage over its competitors or over
persons outside the Company seeking to learn more about the
Company's business or operations, (viii) the business plans,
strategic plans, practices, concepts, ideas, research,
techniques, methods,
and procedures of the Company, (ix) the know-how developed, used,
and contemplated for use in connection with the Business and (x)
actual or potential claims or suits by or against the Company
(collectively, "Confidential/Proprietary Information") belongs to
the Company, is confidential and/or proprietary, has been
obtained by the company at great cost and over a long period of
time and is of great value to the Company. The term
Confidential/Proprietary Information shall not include any
information, knowledge or data that is or becomes common
knowledge within the industry (other than through a violation or
breach of this Agreement or violation or breach of any other
obligation of confidentiality by any person or entity) or is
obtained by the Employee from third parties who obtained such
information (other than through a violation or breach of any
agreement or other obligation of confidentiality). The fact that
Confidential/Proprietary Information has been disclosed to a
limited number of outsiders by the Company shall not deprive the
information, knowledge or data of its proprietary or confidential
status. The Employee acknowledges that he has or will become
privy to such Confidential/Proprietary Information by virtue of
his employment with the Company.
b. For as long as the Employee is in possession
of any Confidential/Proprietary Information (including during and
after the Noncompetition Period), the Employee shall hold and
maintain in strict confidence, and shall not directly or
indirectly use, divulge, furnish or make accessible to any person
or entity not expressly authorized by the Company to receive such
information, any Confidential/Proprietary Information.
c. In the event the Employee or anyone on the
Employee's behalf are served with or subject to a legal demand,
legal obligation, court order or request for disclosure of any
Confidential/Proprietary Information, the Employee shall provide
The Reader's Digest Association, Inc. with notice as soon as
practicable and use his best efforts (at the Company's expense)
to oppose and/or adjourn any such disclosure and to afford the
Company the opportunity to oppose such disclosure lawfully.
d. The Employee agrees that the terms of this
Agreement are confidential and may not be disclosed to any third
party other then his legal and financial advisors and immediate
family (spouse and children) who shall in turn agree not to
disclose the terms to any third party.
10. Enforcement.
a. The Employee acknowledges that any breach of
Sections 1 through 9 of this Agreement would result in immediate
and irreparable injury to the Company for which the Company will
not have any adequate remedy at law. The Company shall be
entitled, in addition to all other remedies, to a temporary and
permanent injunction and/or decree for specific performance of
the terms of Sections 1 through 9 of this Agreement, without the
necessity of showing any actual damages, posting a bond or
furnishing other security.
b. The Employee hereby consents to the
jurisdiction over his or her person in the State of Connecticut
and agrees that service of a summons and complaint by mail to the
address listed in Section 13 shall be, or shall be deemed to be,
effective service over his or her person, to the extent permitted
by law. In addition, the Employee agrees that the courts located
in the state of Connecticut shall be the exclusive forum for any
dispute or claim arising under or in connection with this
Agreement.
c. In any action in which the Company obtains a
preliminary or permanent injunction or any other relief, the
Company shall be entitled to a judgment or award for
reimbursement of its legal costs, including but not limited to
reasonable attorneys' fees.
d. The Company has the right, exercisable at any
time in its sole discretion, to seek enforcement of the
provisions of this agreement for a period of time less than the
Noncompetition Period and in areas less than the full Territory,
to seek enforcement as to some but not all matters protected by
this Agreement, and to seek partial enforcement of any matter
protected by this Agreement.
11. Severability. If any clause or provision of this
Agreement, or portion thereof, shall be held by any court or
other tribunal of competent jurisdiction to be illegal, invalid
or unenforceable, the remainder of such clause or provision shall
not be affected thereby and shall be given full effect, without
regard to the invalid portion. It is the intention of the
parties that, if any court or other tribunal of competent
jurisdiction construes any clause or provision of this Agreement,
or any portion thereof, to be illegal, invalid or unenforceable,
such court or tribunal shall, only to the extent necessary to
ensure the legality, validity, or enforceability thereof, either
strike or delete such clause or provision or portion thereof or
reduce the duration, area, or other aspect of such provision,
and, in its reduced form, such provision shall then be
enforceable and shall be enforced.
12. Miscellaneous.
a. All of the WHEREAS recitals set forth at the
beginning of this Agreement are integral parts of this Agreement
and are incorporated into this Agreement by reference.
b. The Employee acknowledges that he is not relying
on any representations, statements, promises, or other writings
in entering into this Agreement, which sets forth the parties'
final and entire agreement and supersedes any and all prior and
contemporaneous understandings, obligations, agreements and
representations with respect to the subject matter hereof, except
for the SRB Agreement and the 1994 Agreement (as amended hereby),
which continue in full force and effect.
c. This Agreement shall inure to the benefit of and
be binding upon the Company, its successors and assigns, and upon
the Employee, the Employee's heirs, administrators and legal
representatives, but no right or obligation hereunder may be
assigned or delegated, except by the Company to an entity that
succeeds to or acquires any of the Company's assets, whether by
purchase, merger, consolidation or otherwise. QSP, Inc. shall be
deemed a third party beneficiary of this Agreement entitled to
enforce the terms of this Agreement as if a party hereto.
d. No failure or delay by either party in exercising
any right, option, power, or privilege hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the
exercise of any other right, option, power or privilege.
e. This Agreement may be amended, modified, waived or
terminated only by a writing signed by The Reader's Digest
Association, Inc. and the Employee.
f. This Agreement shall be governed by the internal
laws of the State of Connecticut, and no other state's or
country's laws shall apply, even if they would otherwise govern
as a result of the application of the rules of Connecticut or any
other state or country governing choice of laws.
g. Neither party to this Agreement shall be deemed to
have drafted any clause or provision of this Agreement for
purposes of construing any clause or provision of this Agreement.
The titles and headings of this Agreement and all sections of
this Agreement are for purposes of convenience only, form no part
of this Agreement, and shall not be used in interpreting this
Agreement.
h. By the Employee's signature below, the Employee
acknowledges that he has had the opportunity to retain counsel
of the Employee's own choosing in connection with his
consideration of this Agreement, has had adequate opportunity and
time to consider the terms of this Agreement, is fully aware of
and fully understands all of the provisions of this Agreement and
enters into this Agreement freely, voluntarily and without duress
or coercion, physical or otherwise.
i. The Employee shall disclose the existence of this
Agreement to any person or entity that he seeks to have an
interest in or become employed or retained by or affiliated or
associated with during the Noncompetition Period. The Employee
also agrees to promptly notify The Reader's Digest Association,
Inc. in writing of the names, telephone numbers and addresses of
each and every person and entity with whom he interviews or is in
contact for purposes of future employment, retention,
association, affiliation or ownership, if such person or entity
engages in a business that in any manner competes with the
Business. The Employee further agrees to notify promptly The
Reader's Digest Association Inc. in writing of the name,
telephone number and address of any person or entity that he
plans or has agreed to become employed by, perform work for,
provide services to, become associated or affiliated with, or
have an interest in during the Noncompetition Period, regardless
of whether such entity or person engages in a business that is
competitive with the Business.
13. Notices. All notices and communications under this
Agreement shall be deemed to be given, and service shall be or
shall be deemed to be effective, when received (a) personally by
hand or (b) by Federal Express or its equivalent, addressed as
follows:
if to the Company:
Vice President, Human Resources
The Reader's Digest Association, Inc.
Reader's Digest Road
Pleasantville, New York 10570
with a required copy to:
General Counsel
The Reader's Digest Association, Inc.
Reader's Digest Road
Pleasantville, New York 10570
if to the Employee:
Thomas A. Belli
4 Taunton Hill Road
Newtown, Connecticut 06470
or to such other address(es) as any party may furnish to the
other in writing in accordance with this Section.
IN WITNESS WHEREOF, The Reader's Digest Association,
Inc. and the Employee have executed this Agreement on the date
first set forth above.
THE READER'S DIGEST ASSOCIATION,
INC.
By: MARCIA M. LEFKOWITZ
Marcia M. Lefkowitz
Date: November 14, 1997
By: THOMAS A. BELLI
Thomas A. Belli
conf\belli97