EXHIBIT 10.9
AMENDMENT TO TERMINATION AGREEMENT
THIS AMENDMENT TO TERMINATION AGREEMENT (the "Amendment") dated this 16th
day of August, 2000, is made by and between Anacomp, Inc., an Indiana
corporation having its principal offices at 00000 Xxxxxxxxxxx Xxxxxx, Xxxxx,
Xxxxxxxxxx 00000 ("Anacomp"), and Xxxxxx X. Xxxxxxx, Chief Operating Officer of
Anacomp ("Xxxxxxx"). Anacomp and Xxxxxxx are sometimes together referred to
herein as the "Parties".
RECITALS
WHEREAS, Anacomp and Xxxxxxx are parties to that certain Termination
Agreement dated May 1, 2000 (the "Termination Agreement"), pursuant to which
Anacomp and Xxxxxxx agreed to terminate Xxxxxxx'x Employment Agreement. All
capitalized terms used herein and not otherwise defined herein shall have the
meaning given to such terms in the Termination Agreement; and
WHEREAS, Anacomp and Xxxxxxx desire to amend or supplement certain
provisions of the Termination Agreement.
AGREEMENT
NOW, THEREFORE, pursuant to the agreement provisions contained in the
Termination Agreement and in consideration of the promises contained herein, and
other good and valuable consideration, Anacomp and Xxxxxxx agree as follows:
1. The Recitals to the Termination Agreement are supplemented by adding
the following as the first Recital thereto:
"Whereas, effective March 13, 2000, Xxxxxxx
executed in favor of Anacomp a promissory note in
the principal amount of $180,000 (the "Note"); and"
2. Section 3 (a) of the Termination Agreement is deleted in its entirety
and is replaced with the following language:
"SEVERANCE. On the Effective Date, Anacomp will
pay Xxxxxxx x xxxxxxxxx allowance of $400,000 (the
"Severance Allowance"), payable bi-weekly in 26
equal installments, net of applicable withholding
taxes. However, if as of the date that Xxxxxxx has
received gross severance proceeds in an amount
that when subtracted from the Severance Allowance
equals the principal amount that remains
outstanding under the Note, then the remaining
severance amount payable to Xxxxxxx shall be
offset against the remaining principal amount of
the Note, which shall then be cancelled.
For example, if Xxxxxxx makes no prepayments on
the Note, then once Anacomp has paid Xxxxxxx xxxxx
severance equal to $220,000, the remaining
severance amount of $180,000 shall be offset
against the Note, which shall be cancelled."
3. Section 4 provides for the payment to Xxxxxxx of a bonus in an amount
up to $100,000, with the actual amount to be set by Anacomp's Compensation
Committee. Anacomp hereby agrees to pay Xxxxxxx a bonus of $25,000, payable the
first regularly scheduled Anacomp pay date after October 26, 2000.
4. Section 7 of the Termination Agreement is amended by deleting all
references therein to "Koehrer" and replacing those references with "Xxxxxxx".
5. Except as amended or supplemented hereby, the Termination Agreement
remains in full force and effect, in accordance with its terms.
IN WITNESS WHEREOF, the undersigned Parties, acting through their duly
authorized representatives, have executed this Amendment as of the date first
written above .
ANACOMP, INC.
By:
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Xxxxxx X. Xxxxx
President and Chief Executive Officer
------------------------------------(L.S.)
Xxxxxx X. Xxxxxxx
