This Undertaking Agreement ("Agreement") is entered into as of February 20, 2007, between SGS International, Inc., a Delaware corporation (the "Company"), and Marriott W. Winchester, Jr., the Senior Vice President of Sales and Marketing for the Company (the "Executive").
WHEREAS, Vertis, Inc. has filed a lawsuit against the Executive alleging that during his employment with the Company he breached his obligations under a certain Business Responsibility Agreement, dated July 12, 2005, by and between Vertis, Inc. and the Executive (the Litigation);
WHEREAS, the Company has retained legal counsel and other professionals to assist it in evaluating the Litigation;
WHEREAS, the Executive has advised the Company that he desires to retain independent legal counsel to assist him in connection with the Litigation; and
WHEREAS, the Executive has requested the Company to advance to him the costs for attorneys' fees and expenses actually and reasonably incurred by him in connection with the Litigation;
NOW, THEREFORE, the parties hereto agree as follows: