ex10p6.htm


    
      
        

      

      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.