AGREEMENT --------- By Mutual consent of Waverly, Inc. and David J. Callard the Agreementbetween Waverly, Inc. and David J. Callard dated December 12, 1997 (the'Retainer Agreement') is hereby terminated and canceled effective at theEffective Time (as defined in the Merger Agreement) of the Agreement and Plan ofMerger by and among MP Acquisition Corp., Wolters Kluwer U.S. Corporation andWaverly Inc. dated as of February 10, 1998 (the 'Merger Agreement'). In the event the Effective Time fails to occur for any reason, theRetainer Agreement will continue in full force and effect. Agreed to and accepted:David J. CallardBy: /s/David J. Callard ----------------- David J. CallardWaverly, Inc.By: /s/William M. Passano Jr. ----------------------- William M. Passano Jr.
/Compensation/Consulting AgreementsWaverly Inc.2009-10-18/compensation/consulting//content/hippo/files/default.www/content/contract/contract/W/Waverly-Inc-/2208
2209Loan Agreement - Waverly Inc. and William M. Passano Jr.
Loan Agreement Between Waverly, Inc. and William M. Passano, Jr.
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This is an agreement between Waverly, Inc.('Company') and William M. Passano,
Jr.('Stock Option Holder') dated January 19, 1998.
The Stock Option Holder wishes to exercise 26,000 option sahres as evidenced by
the attached Election Form signed by the Stock Option Holder.
The Company agrees to advance the exercise price to the Employee in the amount
of $204,750.00 (26,000 shares x $7.875 per share) referred to as 'Loan'.
The Stock Option Holder agrees to the following terms and conditions of the
Loan.
1. The Company will hold the shares as collateral against the Loan.
2. The Stock Option Holder will pay interest on the Loan principal at an annual
interest rate equal to the actual borrowing rate charged by First National Bank
of Maryland to Waverly, Inc. during the period the Loan is outstanding.
3. The Stock Option Holder will repay the Loan and accrued interest no later
than the time that such shares are sold. In any event, the Loan will be callable
at such time as the Stock Option Holder is freely able to dispose of such
shares. Dividends distributed during the loan period would be credited to the
Company and affset against interest due on the loan.
Signed: /s/E. Philip Hanlon Date: 1/19/98
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Waverly, Inc.
Signed: /s/William M. Passano, Jr. Date: 1/19/98
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Stock Option Holder