Chief Financial Officer Severance Agreement

EXHIBIT 10(d)
SEVERANCE AGREEMENT


THIS SEVERANCE AGREEMENT ("Agreement") is entered into as of the 15th day of November, 1994, by and between DUPLEX PRODUCTS INC., a corporation, ("DUPLEX") and ANDREW CAMPBELL ("CAMPBELL").


WHEREAS, DUPLEX desires to hire CAMPBELL in the position of Vice President and Chief Financial Officer.
WHEREAS, CAMPBELL desires employment with DUPLEX in the position of Vice President and Chief Financial Officer.
NOW THEREFORE, in consideration of the promises set forth in this Agreement, and in further consideration of CAMPBELL's employment by DUPLEX, the parties agree as follows:


1. Definitions. The terms defined below shall have the following meanings throughout this Agreement:
1.1 Base Annual Salary. For purposes of this Agreement, "Base Annual
Salary" shall be equal to the greater of:
1.1.1 CAMPBELL's annual salary excluding bonuses or other similar
payments as of the date of a Change of Control; or
1.1.2 CAMPBELL's annual salary excluding bonuses or other similar
payments as of the date of a Qualifying Termination.
1.2 Change of Control. A "Change of Control" shall exist upon the first
of the following to occur:
1.2.1 Any tender offer, merger or other business combination, sale
of assets, contested election or any combination of the foregoing
transactions (a "Transaction"), which results in the persons who
were directors of DUPLEX before the Transaction ceasing to
constitute a majority of the Board of Directors of DUPLEX or any
successor to DUPLEX after the Transaction;


2
1.2.2 DUPLEX merges or consolidates with another corporation and as
a result of the merger or consolidation fifty percent (50%) or less
of the outstanding voting securities of the surviving or resulting
corporation shall then be owned in the aggregate by former
stockholders of DUPLEX;
1.2.3 A tender offer or exchange offer is made and consummated for
the ownership of securities of DUPLEX representing more than fifty
percent (50%) of the combined voting power of DUPLEX's then
outstanding voting securities; or
1.2.4 DUPLEX transfers substantially all of its assets to another
corporation which is not a wholly-owned subsidiary of DUPLEX.
1.3 QUALIFYING TERMINATION. A "Qualifying Termination" is a termination of
CAMPBELL's employment qualifying him for Severance Consideration under
this Agreement and shall mean:
1.3.1 Any termination of CAMPBELL's employment by DUPLEX or any
successor to DUPLEX without cause;
1.3.2 Any resignation from employment by CAMPBELL within 90 days
following a Change of Control;
1.3.3 Any significant diminution of ...