Exhibit 10.6
Cenveo, Inc.
December 29, 2008
Mr. Robert Burton
201 Broad Street
Stamford, CT 06901
Re: Amendment to Letter Agreement/409A
Dear Bob,
In order to comply with tax law changes under Section 409A of the Internal Revenue Code, you
and we have agreed to amend your letter agreement with Cenveo, Inc. (the "Company"), dated
October 27, 2005, as amended on November 8, 2006 and February 27, 2008 (the "Agreement"),
as follows:
1. Section 5(a) (All Terminations) of the Agreement is amended to read in its entirety as
follows:
"In the case of any termination of your employment (by you or by the Company) for any reason, you
will be entitled to receive your Base Salary through the date of such termination (to the
extent not previously paid), which will be paid in a lump sum within 10 days of termination, plus all
other amounts you are entitled to under the terms of the Company's benefit plans,
programs, and policies through the date of such termination, which amounts will be paid in
accordance with the terms of those plans, programs, and policies.”
2. Section 5(d) (Disability Termination) of the Agreement is amended by the addition of the
following at the end thereof:
"Notwithstanding the foregoing, if your employment is deemed to have terminated for
purposes of Section 409A of the Internal Revenue Code ("Section 409A") on account of
your disability prior to actual termination, the payments otherwise payable to you under
this Section 5(d) shall be paid in a lump sum within ten (10) days after such deemed
termination (or, if required by Section 409A), six (6) months after your deemed
termination."
3. Section 8 (Delivery of Release) of the Agreement is amended to read in its entirety as
follows:
"As a condition to the obligation of the Company to make the payments provided for in this
Agreement and otherwise perform its obligations hereunder to you upon termination of your
employment (other than due to your death), you or your legal representatives must deliver to the
Company within 60 days of termination of your employment a written release, substantially in the form attached
hereto as Annex B, and the time for revocation of such release must have expired without revocation by you."
4. Section 9(b) (Allocations; Mitigation of Excise Tax) of the Agreement is amended by
deleting the third sentence thereof and it shall read in its entirety as follows:
(b) In the event any portion of the payments under Section 5 or other benefits,
including any acceleration of vesting or payment, provided for under this Agreement or any
other agreement or arrangement between you and the Company ("Payments") would be subject
to the excise tax imposed pursuant to Section 4999 of the Internal Revenue Code, such Payments
will be reduced to the amount that would result in no portion of the Payments being subject to
the excise tax imposed pursuant to section 4999 of the Code; provided that no such reduction
will be made if the net after-tax benefit to which you otherwise would be entitled without such
reduction would be greater than the net after-tax benefit to you resulting from the receipt of the
Payments with such reduction. For purposes of the foregoing calculation, your net after-tax
benefit will be determined after taking into account federal, state and local income and excise
taxes. The Company agrees that your reasonable allocation pursuant to Section 9(a) (for
severance amounts under this Agreement) to be in consideration for your agreement under
Section 8 may be used by you to mitigate the effects of Section 4999 of the Internal Revenue
Code.
5. A new Section 18 is added which reads as follows:
18. Compliance with Section 409A
(a) Notwithstanding the provisions of Section 5, if you are a specified
employee within the meaning of Section 409A, as determined by the Company in accordance
with the election made by the Company for determining specified employees, any amounts
payable under Section 5 (and any other payments to which you may be entitled) which constitute
"deferred compensation" within the meaning of Section 409A and which are otherwise
scheduled to be paid during the first six months following your termination of employment
(other than any payments that are permitted under Section 409A to be paid within six months
following termination of employment of a specified employee) shall be suspended until the six-
month anniversary of your termination of employment (or your death if sooner), at which time
all payments that were suspended shall be paid to you (or your estate) in a lump sum, together
with interest on each suspended payment at the prime rate (as reported in the Wall Street Journal)
from the date of suspension to the date of payment.
(b) With respect to any in-kind benefits and reimbursements provided for in
this Agreement, in no event shall any expenses be reimbursed after the last day of the calendar
year following the calendar year in which you incurred such expenses; in no event shall the
amount of any in-kind benefits or expenses eligible for reimbursement in one calendar year
affect the benefits or expenses eligible for reimbursement in any other calendar year; and, in no event
shall any in-kind benefits or right to reimbursement be subject to liquidation or exchange for another benefit.
(c) A termination of employment shall not be deemed to have occurred for
purposes of any provision of this Agreement providing for the payment of my amounts or benefits upon or
following a termination of employment unless such termination is also a "separation from service" (within
the meaning of Section 409A).
(d), For purposes of Section 409A, each payment under Section 5 of this
Agreement (and each other severance plan payment) will be treated as a separate payment.
(e) It is intended that this Agreement comply with the provisions of Section 409A and
the regulations and guidance of general applicability issued thereunder so as to not
subject you to the payment of additional interest and takes under Section 409A, and in furtherance of
this intent, this Agreement shall be interpreted, operated and administered in a
manner consistent with these intentions.
Please acknowledge your agreement with the foregoing by signing and returning a copy of this
letter.
Very truly yours,
/s/ Patrice M. Daniels
Name: Patrice M. Daniels
Title: Director and Chairperson of Compensation Committee
Accepted. and Agreed this 29th
day of December, 2008.
/s/ Robert G. Burton, Sr.