CADMUS COMMUNICATIONS CORP/NEW
EX-10.35 EMPLOYEE RETENTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.35
<SEQUENCE>8
<FILENAME>g78403exv10w35.txt
<DESCRIPTION>EX-10.35 EMPLOYEE RETENTION AGREEMENT
<TEXT>
<PAGE>
                                                                  EXHIBIT 10.35


May 9, 2002


Lisa S. Licata
11504 Riveredge Road
Doswell, VA 23047


                  Re:      Employee Retention Agreement


Dear  Lisa:

                  Cadmus Communications Corporation (the "Corporation")
considers it essential to the best interests of its shareholders to foster the
continuous employment of its key management personnel and that of its direct
and indirect subsidiaries (collectively the "Cadmus Companies" or individually
a "Cadmus Company"). In this connection, the Board of Directors of the
Corporation (the "Board") recognizes that the possibility of a change in
control of the Corporation may exist and that such possibility, and the
uncertainty and questions which it may raise among management, may result in
the departure or distraction of management personnel to the detriment of the
Corporation and its shareholders.

                  The Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of
members of the Cadmus Companies' management, including yourself, to their
assigned duties without distraction in the face of potentially disturbing
circumstances arising from the possibility of a change in control of the
Corporation.

                  In order to induce you to remain in the employ of the Cadmus
Companies, the Corporation agrees that you shall receive the severance benefits
set forth in this letter agreement (the "Agreement") in the event your
employment with the Cadmus Companies is terminated under the circumstances
described below subsequent to a Change in Control (as defined in Section 2) of
the Corporation.

                  1.       Certain Definitions.

                  (a)      "Change in Control Period" means the period
commencing on the date hereof and ending on the second anniversary of such
date; provided, however, that commencing on the date one year after the date
hereof, and on each anniversary of such date (such date and each annual
anniversary thereof shall be hereinafter referred to as the "Renewal Date"),
the Change in Control Period shall be automatically extended so as to terminate
two years from such Renewal Date, unless at least 60 days prior to the Renewal
Date the Corporation shall give notice to you that the Change in Control Period
shall not be so extended.

                  (b)      "Effective Date" means the first date during the
Change in Control Period (as defined in Section 1(a)) on which a Change in
Control occurs. Anything in this Agreement to the contrary notwithstanding, if
a Change in Control occurs and if your employment with the Cadmus Companies is
terminated prior to the date on which the Change in Control occurs, and if it
is reasonably demonstrated by you that such termination of employment (i) was
at the request of a third party who has taken steps reasonably calculated to
effect the Change in Control, or (ii) otherwise arose in connection with or
anticipation of the Change in Control, then for all purposes of this Agreement
the "Effective Date" shall mean the date immediately prior to the date of such
termination of employment.

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                  (c)      "Employment Period" means the period commencing on
the Effective Date and ending on the second anniversary of such date.

                  (d)      "Date of Termination" means (i) if your employment
with the Cadmus Companies is terminated by the Corporation for Cause or is
terminated by you for Good Reason, the date of receipt of the Notice of
Termination or any later date specified therein, as the case may be, (ii) if
your employment with the Cadmus Companies is terminated by the Corporation
other than for Cause or Disability, the Date of Termination shall be the date
on which the Corporation notifies you of such termination, and (iii) if your
employment is terminated by reason of death or Disability, the Date of
Termination shall be the date of your death or the Disability Effective Date,
as the case may be.

                  (e)      "Termination" means a notice which (i) indicates the
specific termination provision in this Agreement relied upon, (ii) sets forth
in reasonable detail the facts and circumstances claimed to provide a basis for
termination of your employment under the provision so indicated, and (iii) if
the Date of Termination is other than the date of receipt of such notice,
specifies the termination date.

                  2.       Change in Control. No benefits shall be payable
hereunder unless there shall have been a Change in Control of the Corporation,
as set forth below. For purposes of this Agreement, a "Change in Control" shall
mean:

                  (a)      The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 20% or more of either (i) the then outstanding shares of common stock of the
Corporation (the "Outstanding Cadmus Common Stock") or (ii) the combined voting
power of the then outstanding voting securities of the Corporation entitled to
vote generally in the election of directors (the "Outstanding Cadmus Voting
Securities"). Notwithstanding the foregoing, the following acquisitions shall
not constitute a Change in Control: (i) any acquisition directly from the
Corporation, (ii) any acquisition by the Corporation, (iii) any acquisition by,
or benefit distribution from, any employee benefit plan (or related trust)
sponsored or maintained by the Corporation or any corporation controlled by the
Corporation, (iv) any acquisition pursuant to any compensatory stock option,
stock purchase or other stock plan for employees, or (v) any acquisition
pursuant to a reorganization, merger or consolidation, if, following such
reorganization, merger or consolidation, the conditions described in clauses
(i), (ii), and (iii) of Subsection (c) of this Section 2 are satisfied; or

                  (b)      Individuals who, as of the date hereof, constitute
the Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election or nomination for
election was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board (with his predecessor thereafter ceasing
to be a member); or

                  (c)      Approval by the shareholders of the Corporation of
the reorganization, merger, or consolidation of the Corporation unless,
following such reorganization, merger, or consolidation, (i) more than 60% of
the then outstanding shares of common stock and the then outstanding voting
securities of the resulting corporation is then beneficially owned by all or
substantially all of the beneficial owners, respectively, of the Outstanding
Cadmus Common Stock and Outstanding Cadmus Voting Securities


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immediately prior to such reorganization, merger, or consolidation, (ii) no
Person (excluding (A) the Corporation, (B) any employee benefit plan (or
related trust) of the Corporation or such corporation resulting from such
reorganization, merger, or consolidation, and (C) any Person beneficially
owning, immediately prior to such reorganization, merger, or consolidation, 20%
or more of the Outstanding Cadmus Common Stock or Outstanding Cadmus Voting
Securities, as the case may be) beneficially owns 20% or more of the then
outstanding shares of common stock or the combined voting power of the then
outstanding voting securities of the resulting corporation, and (iii) at least
a majority of the members of the board of directors of the resulting
corporation were members of the Incumbent Board at the time of the execution of
the initial agreement providing for such reorganization, merger, or
consolidation; or

                  (d)      Approval by the shareholders of the Corporation of
(i) a complete liquidation or dissolution of the Corporation, or (ii) the sale
or other disposition of all or substantially all of the assets of the
Corporation other than to a corporation with respect to which, following such
sale or other disposition, (A) more than 60% of the outstanding shares of
common stock and the then outstanding voting securities of such corporation is
beneficially owned by all or substantially all of the beneficial owners,
respectively, of the Outstanding Cadmus Common Stock and Outstanding Cadmus
Voting Securities immediately prior to such sale or disposition; (B) no Person
(excluding (I) the Corporation, (II) any employee benefit plan (or related
trust) of the Corporation or such corporation, and (III) any Person
beneficially owning, immediately prior to such sale or other disposition, 20%
or more of the Outstanding Cadmus Common Stock or Outstanding Cadmus Voting
Securities, as the case may be) beneficially owns 20% or more of the then
outstanding shares of common stock or the combined voting power of the then
outstanding voting securities of such corporation, and (C) at least a majority
of the members of the board of directors of such corporation were members of
the Incumbent Board at the time of the execution of the initial agreement
providing for such sale or other disposition of the assets of the corporation.

                  3.       Employment Period. The Corporation hereby agrees to
continue, or cause to be continued, your employment with the Cadmus Companies
for the Employment Period.

                  4.       Termination of Employment.

                  (a)      Your employment with the Cadmus Companies shall
terminate automatically upon your death during the Employment Period.

                  (b)      If, as a result of your incapacity due to physical
or mental illness (as determined by the Corporation), you shall have been
absent from the full-time performance of your duties with the Cadmus Companies
for six (6) consecutive months (your "Disability"), the Cadmus Company by which
you are then employed may give you written notice of its intention to terminate
your employment. In such event, your employment with the Cadmus Companies shall
terminate effective on the 30th day after your receipt of such notice (the
"Disability Effective Date"), provided that within 30 days after your receipt
of such notice you have not returned to full-time performance of your duties.

                  (c)      Your employment with the Cadmus Companies may be
terminated by the Corporation during the Employment Period with or without
Cause. For purposes hereof, "Cause" shall mean (i) the willful and continued
failure by you to substantially perform your duties with the Cadmus Companies
(other than any such failure resulting from your incapacity due to physical or
mental illness or any such actual or anticipated failure after the issuance of
a Notice of Termination by you for Good Reason (as defined in Section 4(d)),
after a written demand for substantial performance is delivered to you by the
Board, which demand specifically identifies the manner in which the Board
believes that you have not


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substantially performed your duties, (ii) the willful engagement by you in
conduct which is demonstrably and materially injurious to the Cadmus Companies,
monetarily or otherwise, or (iii) your conviction of a felony involving moral
turpitude. For purposes of this subsection, no act, or failure to act, on your
part shall be deemed "willful" unless done, or omitted to be done, by you not
in good faith and without reasonable belief that your action or omission was in
the best interest of the Cadmus Companies.

                  (d)      You may terminate your employment with the Cadmus
Companies during the Employment Period for any reason, including without
limitation Good Reason. For purposes of this Agreement, "Good Reason" shall
mean:

                           (i)      the assignment to you of any duties
         inconsistent with the position (including status, offices, titles, and
         reporting requirements) or authority in the Cadmus Companies that you
         held immediately prior to the Change in Control, or a significant
         adverse alteration in the nature or status of your responsibilities or
         the conditions of your employment from those in effect immediately
         prior to such Change in Control;

                           (ii)     a reduction by the Corporation in your
         annual base salary as in effect on the date hereof or as the same may
         be increased from time to time;

                           (iii)    if your principal office location is at the
         Corporation's principal executive offices immediately prior to the
         Change in Control, the relocation of the Corporation's principal
         executive offices to a location outside the Richmond Metropolitan
         Area, or if your principal office location is not at the Corporation's
         principal executive offices immediately prior to the Change in
         Control, the Corporation's requiring you to be based anywhere other
         than your principal office location immediately prior to the Change in
         Control except for required travel on the Cadmus Companies' business
         to an extent substantially consistent with your present business
         travel obligations;

                           (iv)     except in the event of reasonable
         administrative delay, the failure by the Cadmus Companies to pay to
         you any portion of your current compensation or to pay to you any
         portion of an installment of deferred compensation under any deferred
         compensation program of the Cadmus Companies within seven (7) days of
         the date such compensation is due;

                           (v)      the failure by the Cadmus Companies to
         continue in effect for you any compensation plan in which you
         participate immediately prior to the Change in Control that is
         material to your total compensation or any substitute plan adopted
         prior to the Change in Control, unless an equitable arrangement
         (embodied in an ongoing substitute or alternative plan) has been made
         with respect to such plan, or the failure by the Cadmus Companies to
         continue your participation therein (or in such substitute or
         alternative plan) on a basis not materially less favorable, both in
         terms of the amount of benefits provided and the level of your
         participation relative to other participants, as it existed at the
         time of the Change in Control;

                           (vi)     the failure by the Cadmus Companies to
         continue to provide you with benefits substantially similar to those
         enjoyed by you under any of the Cadmus Companies' life insurance,
         medical, health and accident, or disability plans in which you were
         participating at the time of the Change in Control, the taking of any
         action by any


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         Cadmus Company which would directly or indirectly materially reduce
         any of such benefits or deprive you of any material fringe benefit
         enjoyed by you at the time of the Change in Control, or the failure by
         the Cadmus Companies to provide you with the number of paid vacation
         days to which you are entitled on the basis of years of service with
         the Cadmus Companies in accordance with the normal vacation policy of
         the Cadmus Company employing you in effect at the time of the Change
         in Control;

                           (vii)    the failure of the Corporation to obtain a
         satisfactory agreement from any successor to assume and agree to
         perform this Agreement, as contemplated in Section 6 hereof;

                           (viii)   any purported termination of your
         employment that is not effected pursuant to a Notice of Termination
         satisfying the requirements of Subsection (e) hereof (and, if
         applicable, the requirements of Subsections (b) and (c) hereof), which
         purported termination shall not be effective for purposes of this
         Agreement; or

                           (ix)     so long as no Cause for your termination by
         the Corporation exists (or would exist assuming the Board made a
         determination of Cause), a voluntary cessation by you of your
         employment for any reason during the 60-day period commencing on the
         first anniversary of the occurrence of the Change in Control.

                  For purposes of this subsection, any good faith determination
of "Good Reason" made by you shall be conclusive. In addition, your right to
terminate your employment pursuant to this subsection shall not be affected by
your incapacity due to physical or mental illness and your continued employment
shall not constitute consent to, or a waiver of rights with respect to, any
circumstance constituting Good Reason hereunder.

                  (e)      Any purported termination of your employment with
the Cadmus Companies by the Corporation or by you shall be communicated by
written Notice of Termination to the other party hereto in accordance with
Section 8.

                  5.       Compensation upon Termination during the Employment
Period. Following a Change in Control, you shall be entitled to the following
benefits upon termination of your employment with the Cadmus Companies provided
that such termination occurs during the Employment Period:

                  (a)      If your employment is terminated by reason of your
death during the Employment Period, this Agreement shall terminate without
further obligations to your legal representatives under this Agreement, other
than for (i) payment of your Base Salary (as defined in Section 5(g) hereof)
through the Date of Termination at the same rate in effect at such date, and
(ii) all other amounts to which you are entitled under any compensation plan or
any other plan, policy, or arrangement of the Cadmus Companies, at the time
such payments are due.

                  (b)      During any period that you fail to perform your
full-time duties with the Cadmus Companies as a result of incapacity due to
physical or mental illness, you shall continue to receive, until this Agreement
is terminated pursuant to Section 4(b) hereof, your Base Salary (as defined in
Section 5(g)) at the rate in effect at the commencement of any such period,
together with all compensation payable to you under any long-term disability
plan maintained by the Cadmus Companies in your name or for your benefit or
other similar plan during such period. Thereafter, your benefits shall be
determined under the retirement,


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insurance and other compensation programs of the Cadmus Companies in which you
participate in accordance with the terms of such programs; however, your
receipt of benefits under any long-term disability plan maintained by the
Cadmus Companies in your name or for your benefit will not be affected by your
termination under this Agreement.

                  (c)      If, during the Employment Period, your employment\
with the Cadmus Companies shall be terminated by the Corporation for Cause or
by you other than for Good Reason, you shall be entitled to your full Base
Salary (as defined in Section 5(g)) through the Date of Termination at the rate
in effect at the time Notice of Termination is given, plus all other amounts to
which you are entitled under any compensation plan of the Cadmus Companies at
the time such payments are due, and the Cadmus Companies shall have no further
obligations to you under this Agreement.

                  (d)      If, during the Employment Period, your employment
with the Cadmus Companies shall be terminated by you for Good Reason or by the
Corporation other than for Cause, death, or Disability, then you shall be
entitled to the benefits provided below:

                           (i)      the Corporation shall pay to you your full
         Base Salary (as defined in Section 5(g) hereof) through the Date of
         Termination at the rate in effect at the time Notice of Termination is
         given, no later than the fifth day following the Date of Termination,
         plus all other amounts to which you are entitled under any
         compensation plan of the Cadmus Companies, at the time such payments
         are due;

                           (ii)     in lieu of any further salary or bonus
         payments to you for periods subsequent to the Date of Termination, you
         shall be paid as severance pay to you, at the time and in the manner
         specified in Subsection (e), a severance payment (the "Severance
         Payment") equal to the product of (A) your Base Salary (as defined in
         Section 5(g) hereof), and (B) a number (the "Payment/Benefit Factor")
         determined by dividing by 52 the sum of (I) three times the number of
         full years that you have been employed by the Cadmus Companies, and
         (II) three times each $10,000 of your annual salary (that is,
         excluding bonus) as in effect at the Date of Termination; provided,
         however, that in no event shall such Payment/Benefit Factor be less
         than 1.5 nor greater than 2, and provided, further, that in no event
         shall such amount exceed the amount of your Base Salary (as defined in
         Section 5(g)), on an undiscounted basis, which you would have received
         had you remained in the employ of the Cadmus Companies until your
         "Normal Retirement Date" (as defined in the Corporation's Pension Plan
         (or any successor thereto) (the "Pension Plan"));

                           (iii)    a separate lump-sum supplemental retirement
         benefit (the amount of such benefit shall be hereinafter referred to
         as the "Supplemental Retirement Amount") equal to the difference
         between (A) the actuarial equivalent (utilizing for this purpose the
         actuarial assumptions utilized in determining benefit cash-outs with
         respect to the Corporation's Pension Plan during the 90-day period
         immediately preceding the Effective Date) of the benefit payable under
         the Pension Plan and any supplemental and/or excess benefit plan of
         the Corporation providing benefits for you (the "SERP") which you
         would receive if your employment continued at the compensation level
         in effect at the Date of Termination for the remainder of the
         Employment Period, assuming for this purpose that all accrued benefits
         are fully vested and that benefit accrual formulas are no less
         advantageous to you than those in effect during the 90-day period
         immediately proceeding


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         the Effective Date, and (B) the actuarial equivalent (utilizing for
         this purpose the actuarial assumptions utilized in determining benefit
         cash outs with respect to the Pension Plan during the 90-day period
         immediately preceding the Effective Date) of your actual vested
         benefit (paid or payable), if any, under the Pension Plan and the
         SERP;

                           (iv)     except as provided in (iii) above, your
         participation in, and terminating distribution and vested rights
         under, the Corporation's Pension Plan and other plans of deferred
         compensation of the Cadmus Companies shall be governed by the terms of
         those respective plans;

                           (v)      the Corporation shall pay to you all legal
         fees and expenses incurred by you as a result of such termination,
         including all such fees and expenses, if any, incurred in seeking to
         obtain or enforce any right or benefit provided by this Agreement or
         in connection with any tax audit or proceeding to the extent
         attributable to the application of Section 4999 of the Internal
         Revenue Code of 1986, as amended (the "Code") to any payment or
         benefit provided hereunder;

                           (vi)     for a period of years (or portion thereof)
         (the "Payment Period") equal to the Payment/Benefit Factor after such
         termination or until your "Normal Retirement Date" (as defined in the
         Corporation's Pension Plan), whichever first occurs, the Corporation
         shall arrange to provide you with life, disability, accident and group
         health insurance benefits substantially similar to those which you
         were receiving under the welfare programs of the Cadmus Companies
         immediately prior to the Notice of Termination. Benefits otherwise
         receivable by you pursuant to this clause (vi) shall be reduced to the
         extent comparable benefits are actually received by you from any
         source (including a subsequent employer) during such period following
         your termination, and any such benefits actually received by you shall
         be reported to the Corporation;

                           (vii)    for a period of twelve (12) months
         following such termination, the Corporation shall pay the expenses of
         such outplacement services as you may require, with such services to
         be performed by such agency as the Corporation shall designate; and

                           (viii)   in the event that the payments and benefits
         provided to you, or for your benefit, under this Agreement (determined
         without regard to the Gross-Up Payment described below) or under any
         other plan or agreement which become payable or are taken into account
         as "parachute payments" within the meaning of Section 280G of the Code
         as a result of a Change in Control or your termination of employment
         relating thereto (the "Total Parachute Payments") would result in your
         being entitled to "excess parachute payments" as defined in Section
         280G of the Code, you shall be entitled to receive an additional
         payment (a "Gross-Up Payment") in an amount such that after payment by
         you of all taxes (including any interest or penalties incurred by you
         with respect to such taxes), including, without limitation, any
         federal, state and local income taxes, any employment taxes, and the
         excise tax imposed by Section 4999 of the Code (such excise tax,
         together with any interest or penalties relating to such excise tax,
         are hereinafter collectively referred to as the "Excise Tax"), you
         retain an amount of the Gross-Up Payment equal to the Excise Tax
         imposed upon the Total Parachute Payments. All determinations
         regarding the additional payment called for in this clause (viii)
         shall be made by tax counsel selected by the Corporation and shall be
         based on the maximum applicable marginal tax rates for each year


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         in which such payments and benefits shall be paid or provided to you
         or for your benefit (based upon the rate in effect for such year at
         the time of the first payment of the foregoing and, as appropriate as
         determined by such tax counsel, the taxable wage base for employment
         tax purposes).

                  (e)      The payment provided for in Subsection (d)(ii),
shall be made in a lump-sum not later than the 30th day following the Date of
Termination. Notwithstanding anything contained in this Subsection (e) or in
Subsection (d)(ii), you may elect to receive, in lieu of a lump-sum Severance
Payment, the benefits described in Subsection (d)(ii) in equal monthly
installments commencing on the first day of the month following the Date of
Termination and ending on the first to occur of (A) the first day of the last
month within the Payment Period, or (B) the first day of the month in which
occurs your "Normal Retirement Date" (as defined in the Corporation's Pension
Plan).

                  (f)      Except as provided in Subsection (d)(vi) hereof you
shall not be required to mitigate the amount of any payment provided for in
this Section 5 by seeking other employment or otherwise, nor shall the amount
of any payment or benefit provided for in this Section 5 be reduced by any
compensation earned by you as the result of employment by another employer, by
retirement benefits, by offset against any amount claimed to be owed by you to
any Cadmus Company, or otherwise.

                  (g)      For purposes of this Agreement, your "Base Salary"
shall mean the greater of (i) the annual salary and bonus paid to you by the
Cadmus Companies at the date of this Agreement, or (ii) the annual salary and
bonus payable to you by the Cadmus Companies during the fiscal year in which a
Change in Control occurs.

                  6.       Successors: Binding Agreement.

                  (a)      This Agreement is personal to you and without the
prior written consent of the Corporation shall not be assignable by you
otherwise than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of, and be enforceable by, your legal
representatives.

                  (b)      This Agreement shall inure to the benefit of, and be
binding upon, the Corporation and its successors and assigns.

                  (c)      The Corporation will require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Corporation to assume
expressly and agree to perform this Agreement in the same manner and to the
same extent that the Corporation would be required to perform it if no such
succession had taken place. As used in this Agreement, "Corporation" shall mean
the Corporation as hereinbefore defined and any successor to its business
and/or assets as aforesaid which assumes and agrees to perform this Agreement
by operation of law, or otherwise.

                  7.       Resolution of Disputes. If there shall be any
dispute between the Corporation and you (i) in the event of any termination of
your employment with the Cadmus Companies by the Corporation, whether such
termination was for Cause, or (ii) in the event of any termination of
employment with the Cadmus Companies by you, whether Good Reason existed, then,
unless and until there is a final, nonappealable judgment by a court of
competent jurisdiction declaring that such termination was for Cause or that
the determination by you of the existence of Good Reason was not made in good
faith, the Corporation shall pay all amounts, and provide all benefits, to you
and/or your family or other beneficiaries,


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as the case may be, that the Corporation would be required to pay or provide
pursuant to Section 5(d) as though such termination were by the Corporation
without Cause or by you with Good Reason; provided, however, that the
Corporation shall not be required to pay any disputed amounts pursuant to this
Section 7 except upon receipt of an undertaking by or on behalf of you to repay
all such amounts to which you are ultimately adjudged by such court not to be
entitled.

                  8.       Notice. For the purpose of this Agreement, notices
and all other communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given when delivered or mailed by United
States certified or registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth on the first page of this
Agreement, provided that all notice to the Corporation shall be directed to the
attention of the Board with a copy to the Secretary of the Corporation, or to
such other address as either party may have furnished to the other in writing
in accordance herewith, except that notice of change of address shall be
effective only upon receipt.

                  9.       Miscellaneous.

                  (a)      This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia, without reference to
principles of conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect.

                  (b)      The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

                  (c)      The Corporation may withhold from any amounts
payable under this Agreement such Federal, state or local taxes as shall be
required to be withheld pursuant to any applicable law or regulation.

                  (d)      Your or the Corporation's failure to insist upon
strict compliance with any provision hereof or any other provision of this
Agreement or the failure to assert any right you or the Corporation may have
hereunder, including, without limitation, your right to terminate your
employment for Good Reason pursuant to Section 4(d) or the Corporation's right
to terminate your employment for Cause pursuant to Section 4(c), shall not be
deemed to be a waiver of such provision or right or any other provision or
right of this Agreement.

                  (e)      You and the Corporation acknowledge that, except as
may otherwise be provided under any other written agreement between you and the
Corporation, your employment by the Cadmus Companies is "at will" and if, prior
to the Effective Date, your employment with the Cadmus Companies terminates,
then you shall have no rights under this Agreement.

                  (f)      Prior to the Effective Date, this Agreement may be
amended, modified, or terminated by the Corporation, which amendment,
modification, or termination shall be binding and effective without any
requirement for notification of, or consent by, you. Notwithstanding the
foregoing, on or after the Effective Date, this Agreement may not be amended,
modified, or terminated otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.

                  10.      Entire Agreement. This Agreement sets forth the
entire agreement of the parties hereto in respect of the subject matter
contained herein and supersedes all prior agreements, promises, covenants,
arrangements, communications, representations or warranties, whether oral or
written, by any officer, employee or representative of any party hereto; and
any prior agreement of the parties hereto in respect of the subject matter
contained herein is hereby terminated and canceled.


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Page 10


                  If this letter sets forth our agreement on the subject matter
hereof, kindly sign and return to the Corporation the enclosed copy of this
letter, which will then constitute our agreement on this subject.


                                    Sincerely,

                                    CADMUS COMMUNICATIONS CORPORATION


                                    By
                                      -----------------------------------------
                                    Name:  Bruce V. Thomas
                                    Title: Chief Executive Officer

Accepted and agreed to:


--------------------------------
Lisa S. Licata


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