EXHIBIT 10.15
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement) entered into by and between
XXXXXX OFF, a resident of the Commonwealth of Pennsylvania (the "Chairman"), and
CHECKPOINT SYSTEMS, INC., a corporation organized and existing under the laws of
the Commonwealth of Pennsylvania (the "Company") this 28th day of December,
2007.
WHEREAS, the Chairman and the Company entered into an Amended and Restated
Employment Agreement as of January 1, 2006 (the "Employment Agreement"); and
WHEREAS, in recognition of the Board of Directors' election of Xxxxxx van
der Menve as Chief Executive Officer of Company as of December 27, 2007, it is
appropriate to revise certain terms of the Employment Agreement and to confirm
the Chairman's status as Chairman of the Board of Directors from that date
forward.
NOW, THEREFORE, in consideration of the mutual covenants and obligations
contained herein, and intending to be legally bound, the parties, subject to the
terms and conditions set forth herein, agree as follows:
1. The Chairman confirms his resignation as an employee and officer of the
Company effective as of December 27, 2007, and the Company confirms its
acceptance of such resignation.
The parties further agree that the Chairman's resignation was for Good
Reason (as defined in the Employment Agreement).
3. The Chairman shall continue to serve as Chairman of the Board of
Directors of the Company until his removal by the Board or his resignation, and
he shall use his best efforts to assist management during the transition period
following Mr, van der Merwe's appointment as Chief Executive Officer, provided
that the Chairman shall not resign for reasons other than physical incapacity
before the earlier of Dece. hor 31, 2008 or such date as of which the Board has
concluded that a sufficient transition period has elapsed.V
4. The Chairman shall be entitled to such compensation for his services as
Chairman of the Board of Directors as determined by the Board.
5. Section 10(b) of the Employment Agreement is hereby amended in the
following respects:
(a) The Good Reason severance payment will not include e pro rate
portion of Average Annual Incentive Compensation.
(b) The restricted stock units granted to the Chairman on April 1, 2005
shall not become vested as a result of his Good Reason termination.
(c) The Good Reason severance payment shall include an additional
amount equal to the bonus which the Chairman would have earned as the Chief
Executive Officer of the Company for the current fiscal year had he not resigned
prior to the close of the fiscal year, reduced by $400,000. Such additional
amount shall be paid no later than March 15, 2008.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
the day and year first written above.
ATTE ST: CHECKPOINT SYSTEMS, INC.
/s/ Xxxxx Xxxxxxx By: R. Xxxxx Xxxxxxx
------------------------- ----------------------------------------
/s/ Xxxxxx Off
-----------------------------------------
