Exhibit 10.6
FIRST AMENDMENT
TO
CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS FIRST AMENDMENT TO CHANGE IN CONTROL SEVERANCE
AGREEMENT (this "First Amendment"), dated May 5, 2003, is made
and entered to by and between New England Business Service, Inc.,
a Delaware corporation with its principal offices at 000 Xxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (the "Company"), and [insert name]
(the "Executive") residing in [city, state, zip].
WHEREAS, the Company and the Executive are parties to a
Change in Control Severance Agreement dated [insert date] (the
"Agreement"), pursuant to which the Executive is entitled to
certain benefits in the event of a termination of the Executive's
employment with the Company following a "Change in Control" (as
defined in the Agreement"); and
WHEREAS, the Board of Directors of the Company has
determined that it is desirable to amend certain provisions of
the Agreement in order to induce the Executive to remain in the
employ of the Company; and
WHEREAS, capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to them in the
Agreement;
NOW, THEREFORE, in consideration of the foregoing and other
respective covenants and agreements of the parties herein
contained, the parties hereto agree as follows:
1. Section 6 of the Agreement is hereby renamed "Severance
Payments and Benefits".
2. Section 6.1(A) of the Agreement is hereby amended by
inserting, before the period (".") at the end thereof, the
following text:
"(the "Bonus Amount")".
3. Section 6.1(C) of the Agreement is hereby deleted in its
entirety and the following is substituted therefor:
"(C) The Company shall pay the cost of providing
the Executive with outplacement services up to a maximum of
20% of the sum of the Base Salary and the Bonus Amount,
provided that such services are (i) utilized by the
Executive within eighteen months following the Date of
Termination and (ii) provided by an outplacement provider
approved by the Company (which approval shall not be
unreasonably withheld, delayed or conditioned). Such
payment shall be made by the Company directly to the service
provider promptly following the provision of such services
and the presentation to the Company of documentation of the
provision of such services.
"(D) For purposes of calculating the Executive's
benefits under the New England Business Service, Inc.
Amended and Restated Supplemental Executive Retirement Plan
(the "SERP"), the Executive shall be credited with an
additional two (2) Years of Benefit Service (as such term is
defined in the SERP) in addition to the number of Years of
Service that the Executive would otherwise have been
credited with as of the Date of Termination.
"(E) Payments made, or benefits provided, to the
Executive pursuant to Section 6.1(A), 6.1(B) or 6.1(C) shall
be offset (but not below zero) by any severance payments or
severance-related benefits provided to the Executive
pursuant to any other plan, agreement or arrangement with
the Company or a subsidiary providing for severance
payments."
4. Except to the extent expressly amended hereby, the
provisions of the Agreement shall remain in full force and
effect.
5. The validity, interpretation, construction and
performance of this First Amendment shall be governed by the laws
of the Commonwealth of Massachusetts.
6. This First Amendment may be executed in several
counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same
instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned officer, on behalf of
New England Business Service, Inc., and the Executive have
hereunto set their hands as an agreement under seal, all as of
the date first above written.
NEW ENGLAND BUSINESS SERVICE, INC.
By:
Name: Xxxxxx X. Xxxxxx
Title: Chairman and Chief
Executive Officer
EXECUTIVE:
Name:
