ex10p2.htm


    
      

    

     

    Exhibit
      10.2

    
 

    
      		
              Cenveo,
                Inc. 

              One
                Canterbury Green

              201
                Broad Street, 6th
                Floor                          
                

              Stamford,
                CT  06901

              (203)
                595-3000

              Fax
                (203) 595-3074

            


    

     

     

    July
      11, 2007

     

    Mr.
      Mark Hiltwein

    Cenveo
      Inc.

    One
      Canterbury Green

    201
      Broad Street

    Stamford,
      CT  06901

     

    Dear
      Mark:

     

    This
      letter agreement (and the attached Annex A, collectively, this “Agreement”)
      governs certain terms of your employment as Executive Vice President and Chief
      Financial Officer with Cenveo, Inc. (the “Company”) and the terms under which
      your employment with the Company may be terminated. The Company shall pay you
      an
      annual base salary in the amount of $375,000 per year, which amount shall be
      payable in accordance with the Company’s customary payroll
      practices.  You will be eligible to participate in the Company’s MBO
      annual incentive plan for a potential bonus opportunity of 100% of your base
      salary, subject to the terms and conditions of such plan. Your bonus for 2007
      shall be prorated based on the date you start employment.  You will
      also be entitled to an auto allowance of $1,000 per month. You and the Company
      hereby acknowledge that your employment with the Company constitutes “at-will”
employment and that either party may terminate your employment at any time,
      upon
      written notice of termination, subject to and in accordance with the provisions
      of this Agreement.

     

    1.           Termination
      of Employment.

     

    (a)           If
      the Company terminates your employment without Cause, as defined in Annex A,
      or
      if you terminate your employment for Good Reason, as defined in Annex A, (i)
      the
      Company will pay you, in lieu of any other severance benefit that would
      otherwise be payable to you, a lump sum payment within ten (10) days (or, if
      later, promptly after the time for revocation of the release referred to in
      Section 2 below has expired) after your termination equal to one
      (1)  times your Annualized Total Compensation, as defined in Annex A;
      (ii) you will immediately vest in all outstanding stock options or other equity
      grants issued to you as of the date of your termination; and (iii) you will
      be
      entitled to receive your base salary through the date of such termination (to
      the extent not previously paid) plus all other amounts (other than any severance
      benefits) you are entitled to under


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    the
      terms of the Company’s benefit plans, programs, and policies through the date of
      your termination.

     

               
      If you elect medical or dental coverage under the Company’s group medical or
      dental plans pursuant to Section 4980B of the Code (“COBRA Coverage”), the
      Company will also pay or reimburse you, if paid by you, promptly upon your
      request, an amount equal to the premium for COBRA Coverage (for yourself and
      your dependents) during a period not to exceed twelve (12) months of such COBRA
      Coverage or such shorter period to which you and your dependents are entitled
      pursuant to COBRA.

     

    (b)         If
      your employment is terminated for any other reason, including by reason of
      your
      death or disability, or if you voluntarily terminate your employment without
      Good Reason, you will be entitled to receive only your base salary through
      the
      date of such termination (to the extent not previously paid) plus all other
      amounts (other than any severance benefits) you are entitled to under the terms
      of the Company’s benefit plans, programs, and policies through the date of your
      termination.

     

    (c)         Except
      as specifically provided in this Section 1, you will not be entitled to any
      other compensation, severance or other benefits from the Company upon the
      termination of your employment for any reason.

     

    2.           Delivery
      of Release.  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 sixty (60) days of termination of your employment,  a general
      unconditional release in favor of the Company in form and substance satisfactory
      to the Company, and the time for revocation of such release must have expired
      without revocation by you. You are not obligated to seek other employment or
      take any other action by way of mitigation of the amounts payable to you under
      any of the provisions of this Agreement.

     

    3.           Non-Competition
      and Non-Solicitation.  You agree that at all times both during
      your employment and for twelve (12) months thereafter you will not , directly
      or
      indirectly, (a) carry on, engage in, or otherwise provide services to, any
      business that competes anywhere in the United States with a portion of the
      Company’s business representing more than 15% of the Company’s consolidated
      revenues on the date of your termination of employment with the Company (b)
      solicit or hire, or assist others in the solicitation or hiring of, any of
      the
      employees of the Company or any of its subsidiaries or (c) solicit or otherwise
      interfere in any respect with the  business relationships of the
      Company or any of its subsidiaries with any of their customers or
      suppliers.  During such twelve (12) month period, you will not make
      any statements, comments, or communications that are reasonably likely to be
      considered to be disparaging, derogatory or detrimental to the good name or
      business reputation of the Company.

     

    4.           Entire
      Agreement.  This Agreement (including, without limitation, Annex
      A) constitutes the entire agreement and understanding between you and the
      Company


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    with
      respect to the subject matter hereof, and may not be amended or modified except
      by subsequent written agreement executed by both parties hereto.

     

    5.           Counterparts.  This
      Agreement 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 Agreement.

     

    


     

    


     

    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.

     

    CENVEO,
      INC.

     

    By:          /s/
      Robert G. Burton, Sr.

    Name:   Robert
      G. Burton, Sr.

    Title:     Chairman
      and CEO

     

     

    Accepted
      and Agreed this

    18th
      day of July, 2007.

     

     

     

    /s/  Mark
      Hiltwein                                                      

    Mark
      Hiltwein

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

              

                   ANNEX
            A

        

      

    


    


     

    DEFINITIONS
      AND MISCELLANEOUS TERMS

     

    a.            
      “Cause” means:

     

    (i)           
      the willful and continued failure of the Executive to perform substantially
      his
      duties with the Company (other than any such failure resulting from Executive’s
      incapacity due to physical or mental illness or any such failure subsequent
      to
      Executive being delivered a notice of termination without Cause by the Company
      or delivering a notice of termination for Good Reason to the Company) after
      a
      written demand for substantial performance is delivered to Executive by the
      Company which specifically identifies the manner in which the Company believes
      that Executive has not substantially performed Executive’s duties;

     

    (ii)           the
      willful engaging by Executive in illegal conduct or misconduct which is
      demonstrably and materially injurious (monetarily or otherwise) to the Company
      or its subsidiaries;

     

    (iii)          conviction
      of, or the pleading of nolo contendere with regard to, a crime constituting
      a
      felony; or

     

    (iv)          dishonesty
      or misappropriation by Executive relating to the Company or any of its funds,
      properties or other assets.

     

    A
      termination for Cause after a Change in Control (as defined in the Equity Plan,
      as of the date hereof) shall be based only on events occurring after such Change
      in Control; provided, however, the foregoing limitation shall not apply to
      an
      event constituting Cause that was not discovered by the Company prior to a
      Change in Control.  For purposes of this definition, no act or failure
      to act by Executive shall be considered “willful” unless done or omitted to be
      done by Executive in bad faith and without reasonable belief that Executive’s
      action or omission was in the best interests of the Company.  Any act,
      or failure to act, based upon authority given pursuant to a resolution duly
      adopted by the Board based upon the advice of counsel for the Company shall
      be
      conclusively presumed to be done, or omitted to be done, by Executive in good
      faith and in the best interests of the Company.

     

    In
      order for a cessation of Executive’s employment to be deemed to be a termination
      of Executive’s employment for Cause for the conduct described above, (A) the
      Company shall have provided written notice to Executive that identifies such
      conduct, and (B) in the event that the event or condition is curable, Executive
      shall have failed to remedy such event or condition within thirty (30) days
      after Executive has received such written notice, and (C) the final
      determination that Executive’s employment shall be terminated for Cause shall
      have been made (specifying the particular details thereof) by the Company.
      The
      Company must initially notify Executive of any event constituting Cause within
      ninety (90) days following the Company’s knowledge of its existence or such
      event shall not constitute Cause under this Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    b.           
      “Good Reason” means, without Executive’s express written consent, the occurrence
      of any of the following events:

     

    (i)           a
      material diminution of Executive’s authority, duties or
      responsibilities;

     

    (ii)          material
      reduction by the Company in Executive’s rate of annual base salary;

     

    (iii)         any
      requirement of the Company that Executive be based anywhere more than
      thirty-five (35) miles from his current location or such other place of
      employment as mutually agreed upon by the Company and Executive if constituting
      a material change; or

     

    (iv)         any
      material breach of this Agreement by the Company.

     

    Notwithstanding
      the foregoing, a Good Reason event shall not be deemed to have occurred if
      the
      Company cures such action, failure or breach within thirty (30) days after
      receipt of notice thereof given by Executive.  Executive’s right to
      terminate employment for Good Reason shall not be affected by Executive’s
      incapacities due to mental or physical illness and Executive’s continued
      employment shall not constitute consent to, or a waiver of rights with respect
      to, any event or condition constituting Good Reason; provided, however, that
      Executive must provide notice of termination of employment within six (6) days
      following Executive’s knowledge of an event constituting Good Reason or such
      event shall not constitute Good Reason under this Agreement.

     

    c.            
      “Annualized Total Compensation” means the Executive’s Base Salary, target bonus
      opportunity (as if all targets and objectives were met) and car allowance for
      one year, at the rate in effect immediately before the Executive’s termination
      date.

     

    Confidentiality;
      Intellectual Property.

     

    (a)           The
      Executive hereby acknowledge that, as an employee of the Company, the Executive
      will be making use of, acquiring and adding to confidential information of
      a
      special and unique nature and value relating to the Company and its
      subsidiaries.  The Executive further recognizes and acknowledges that
      all confidential information is the exclusive property of the Company and its
      subsidiaries, is material and confidential, and is critical to the successful
      conduct of the business of the Company and its
      subsidiaries.  Accordingly, the Executive hereby covenants and agrees
      that the Executive will use confidential information for the benefit of the
      Company and its subsidiaries only and will not at any time, directly or
      indirectly, during the term of the Executive’s employment with the Company or at
      any time thereafter divulge, reveal or communicate any confidential
      information to any person, firm, corporation or entity whatsoever, or use any
      confidential information for the Executive’s own benefit or for the benefit of
      others, except as required in connection with the performance of the Executive’s
      duties.  The foregoing does not prohibit the Executive from making any
      disclosures required by applicable law, provided that whenever possible the
      Executive will give the Company prior notice of such contemplated disclosure
      and
      cooperate with the Company at its expense in seeking a protective order or
      other
      appropriate protection of such information.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    (b)           All
      Intellectual Property and Technology created, developed, obtained or conceived
      of by the Executive during the Executive’s employment, and all business
      opportunities presented to the Executive during the Executive’s employment, will
      be owned by and belong exclusively to the Company, provided that they are
      reasonably related to any of the business of the Company as at the date of
      such
      creation, development, obtaining or conception, and the Executive will (i)
      promptly disclose any such Intellectual Property, Technology or business
      opportunity to the Company, and (ii) execute and deliver to the Company, without
      additional compensation, such instruments as the Company may require from time
      to time to evidence its ownership of any such Intellectual Property, Technology
      or business opportunity.  

    


    Enforcement
      of Covenants.

    


     The
      Executive acknowledges that the restrictions contained in of this Agreement
      are
      a reasonable and necessary protection of the immediate interests of the Company,
      and any violation of these restrictions would cause substantial injury to the
      Company and that the Company would not have entered into this Agreement, without
      receiving the additional consideration offered by the Executive in binding
      the
      Executive to any of these restrictions.  In the event of a breach or
      threatened breach by the Executive of any of these restrictions, the Company
      will be entitled to apply to any court of competent jurisdiction for an
      injunction restraining the Executive from such breach or threatened breach;
      provided, however, that the right to apply for an injunction shall not be
      construed as prohibiting the Company from pursuing any other available remedies
      for such breach or threatened breach.  In the event that,
      notwithstanding the foregoing, a covenant included herein is deemed by any
      court
      to be unreasonably broad in any respect, it shall be modified in order to make
      it reasonable and shall be enforced accordingly.  Without limitation
      of, and notwithstanding the foregoing, in the event that, in any judicial
      proceeding, a court refuses to enforce any of the covenants contained herein,
      then the unenforceable covenant shall be deemed eliminated from the provisions
      hereof for the purpose of those proceedings to the extent necessary to permit
      the remaining covenants to be enforced.  If any one or more of the
      provisions hereof is held to be invalid, illegal or unenforceable, the validity,
      legality or enforceability of the remaining provisions hereof shall not be
      affected thereby.  To the extent permitted by applicable law, the
      Executive and the Company waive any provision of law which renders any provision
      hereof invalid, illegal or unenforceable in any respect.

     

    Indemnification.

     

    The
      Executive’s rights of indemnification under the Company’s and any of its
      subsidiaries organizational documents, any plan or agreement at law or otherwise
      and the Executive’s rights thereunder to director’s and officer’s liability
      insurance coverage for, in both cases, actions as an officer and/or director
      of
      the Company and its affiliates shall survive any termination of the Executive’s
      employment.

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Notices.

     

    All
      notices or communications under this Agreement must be in writing, addressed
      (i)
      if to the Company to the attention of the General Counsel at the Company’s
      headquarters address and (ii) if to the Executive, at the Executive’s address
      first written above (or to any other addresses as either party may designate
      in
      a notice duly delivered as described in this paragraph).  Any notice
      or communication must be delivered by telecopy, by hand or by
      courier.  Notices and communications may also be sent by certified or
      registered mail, return receipt requested, postage prepaid, addressed as above
      and the third business day after the actual date of mailing will constitute
      the
      time at which notice was given.

     

    Governing
      Law.

     

    This
      Agreement will be governed by and construed in accordance with the laws of
      New
      York that apply to contracts made and performed entirely within such
      state.

     

    Arbitration
      of Disputes.

     

    Any
      dispute or controversy arising under or in connection with this Agreement that
      cannot be resolved by the Executive and the Company will be determined by
      arbitration in New York City, New York, in accordance with the rules set forth
      by the American Arbitration Association.  The decision of the
      arbitrator will be final and binding on the Executive and the Company and
      judgment may be entered on such decision in any court of competent
      jurisdiction.

     

    Successors
      and Assigns.

    


    This
      Agreement will inure to the benefit of and be enforceable by the Executive’s
      legal representatives and heirs.  This Agreement will inure to the
      benefit of and be binding upon the Company and its successors and
      assigns.  As used in this Agreement, the term “Company” means the
      Company as hereinbefore defined and any successor to its business and/or assets
      as aforesaid which assumes and agrees to perform this Agreement by operation
      of
      law, written agreement, or otherwise.

     

    Withholding.

     

    The
      Company may withhold from any amounts payable under this Agreement such federal,
      state or local taxes as are required to be withheld pursuant to any applicable
      law or regulation.

    


    Entire
      Agreement; Modifications.

    


    This
      Agreement (and the Annexes hereto) constitutes the entire agreement and
      understanding between the Executive and the Company with respect to the subject
      matter hereof, and may not be amended or modified except by subsequent written
      agreement executed by both parties hereto.  At the Executive’s
      request, the Company agrees to negotiate in good faith with the Executive to
      make such amendments to this Agreement as may be necessary or appropriate to
      comply with Section 409A of the Code.