Cenveo, Inc. One Canterbury Green Stamford, CT 06901 Fax (203) 595-3074 November 6, 2007
Exhibit
10.4
One Canterbury Green
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Fax (▇▇▇) ▇▇▇-▇▇▇▇
November 6, 2007
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RE: Cenveo, Inc. (the
“Company”)
Dear
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Reference is made to the employment
agreement dated October 27, 2005 between you and the Company, as amended on
November 8, 2006 (as amended, the “Employment Agreement”). This
letter agreement (the “Amendment”) will serve to amend the Employment Agreement
in the following respects, effective as of the date of this
letter. (Capitalized terms not defined in this Amendment will have
the same meaning as in the Employment Agreement.)
1. The first sentence of
Section 2(a) (“Base Salary”) of the Employment Agreement is amended to increase
the rate of your annual Base Salary by replacing the amount “$1,000,001” with
the amount “$1,100,000.”
2. Section 5(a) of the
Employment Agreement is amended to provide that you will from and after any
termination of your employment be entitled to receive under the Company’s
insured medical plan or, if such plan is self-insured, through the purchase of
insurance, medical coverage that is no less favorable than the medical coverage
provided from time to time to the Company’s senior management
employees. The cost to you for such coverage shall be no greater than
100% of the premium cost for medical insurance coverage provided by the Company
to its active senior management employees.
3. Section 5(c) of the
Employment Agreement is amended to provide that if the Company terminates your
employment without Cause or if you terminate your employment for Good Reason,
you will immediately vest in all outstanding stock options or other equity
grants issued to you as of the date of your termination (it is acknowledged by
the Company that some but not all of the awards evidencing your outstanding
stock options and other equity grants have provided for such vesting prior to
amending the Employment Agreement pursuant to this sentence).
The
Employment Agreement otherwise remains in full force and effect. This
amendment may be executed in two or more counterparts, each of which will
constitute an original, and all of which together will constitute one and the
same.
If the foregoing terms and conditions
are acceptable and agreed to by you, please sign the line provided below to
signify such acceptance and agreement and return the executed copy to the
undersigned.
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By:
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Name:
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Title:
Director & Chairperson of the
Compensation Committee
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Accepted
and Agreed this
6th day of
November, 2007.
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