Exhibit 10.1
------------
AMENDMENT TO SEVERANCE AND CHANGE OF CONTROL AGREEMENT
This Amendment to Severance and Change of Control Agreement
(this "Amendment"), effective as of January 16, 2006, is entered into by and
between Packaging Dynamics Corporation (the "Company") and Xxxxxxx X.
Xxxxxxxxx (the "Executive").
WHEREAS, the Company and the Executive are parties to that
certain Severance and Change of Control Agreement, dated as of October 1, 2004
(the "Severance Agreement"); and
WHEREAS, the Company and the Executive wish to amend certain
of the terms of the Severance Agreement.
NOW, THEREFORE, in consideration of the foregoing premises
and for good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Amendments to the Severance Agreement.
(a) The parenthetical in provisio (c) of Section 1 is hereby
amended by adding the words "...and the 2005 Long-Term Stock
Incentive Plan" to the end of such parenthetical.
(b) Section 2(b)(ii) is hereby amended and restated in its entirety
as follows:
"(ii) a lump sum payable on the date of termination equal to
(A) one (1) times the sum of the Executive's base salary and target
bonus as in effect immediately prior to the date of termination (or,
if higher, in effect immediately prior to the first occurrence or
circumstance constituting Good Reason), or (B) two (2) times the sum
of such amounts if such termination occurs on or after a Change Of
Control and on or before the second anniversary date of such Change
Of Control;"
(c) Proviso (x) of Section 2(b)(iii) is hereby amended and restated
in its entirety as follows:
"...(x) the first anniversary of the date of termination (or
the second anniversary of such date if such termination occurs on or
after a Change Of Control and on or before the second anniversary
date of such Change Of Control) or..."
(d) Section 2(b)(iv) is hereby amended and restated in its entirety
as follows:
"(iv) if such termination occurs on or after (or within close
proximity of) a Change Of Control, the acceleration of vesting under
all of the Company's equity compensation plans, including but not
limited to the Company's 2002 Long-Term Incentive Compensation Plan
and 2005 Long-Term Stock Incentive Plan; and"
2. Governing Law. This Amendment shall be governed, construed,
interpreted, and enforced in accordance with the substantive laws of
the State of Illinois.
3. Counterparts; Effectiveness. This Amendment may be signed in any
number of counterparts, each of which shall be an original, with the
same effect as if the signatures thereto and hereto were upon the
same instrument. This Amendment shall be effective as of January 16,
2006 when each party hereto shall have received a counterpart hereof
signed by the other party hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of this 16 day of January, 2006.
PACKAGING DYNAMICS CORPORATION
By: /s/ XXXXX X. XXXXXXX
--------------------------------
Name:
Title:
By: /s/ XXXXXXX X. XXXXXXXXX
---------------------------------
XXXXXXX X. XXXXXXXXX, individually
