from S-4
1 page
<page> December 18, 1997 Personal and Confidential - Mr. John Meneough 12 Tide Water Ormand, Fl 32174 Dear John: This Letter Will Confirm Your Continuing Employment With Dimac Through December 31, 1998. Your Base Salary, Effective January 1, 1998 Shall Be $200,000, and Your Guaranteed Minimum Bonus for Calendar Year 1998 Shall Be $40,000. in the Event You Are Terminated Within Twelve Months of a Change of Control in the Ownership of Dimac, Other Than for Just Cause (In Which Event You Will Receive Base Salary Only, Through the Date of Termination), You Shall Be Entitled to an Amount Equal to the Sum of (I) One Year's Base Salary, Plus (II) Your Pro-Rata Bonus for the Calendar Year (Such Bonus Amount in 1998 Being No Less Than the Guaranteed Minimum Bonus), Payable Within 15 Days of Termination. "Just Cause" for Purposes of This Letter Shall Be Defined as Moral Turpitude, Commission of a Felony, or Other Serious Crime, or Inability or Failure to Perform Your Duties as an Employee of Dimac. Very Truly Yours, Dimac Direct Inc. By:/S/ Paul V. Carlucci Paul V. Carlucci CC: Gene M. Henderson, President & CEO Dimac Marketing Corporation Boston - St. Louis - San Francisco
