exv10w6






Exhibit 10.6




NATIONAL DENTEX CORPORATION




AMENDMENT NO. 1

TO

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN VI




     This Amendment No. 1 to the National Dentex Corporation Supplemental Executive Retirement Plan
VI (as amended hereby, the “Plan”) is dated as of the 31st day of December, 2008, is
adopted by National Dentex Corporation, a Massachusetts corporation (the “Company”), and is binding
upon the Company and the Participants. Capitalized terms used in this Amendment No. 1 and not
defined herein shall have the respective meanings ascribed to them in the Plan.



     WHEREAS, the Plan was first effective as of the 11 day of August, 2006; and



     WHEREAS, the Company desires to make certain changes to the Plan to conform certain defined
terms including “disability” and “change of control” and the timing of certain payments for
“specified employees” to the final rules under Section 409A of the Internal Revenue Code of 1986,
as amended (the “Code), as well as making certain other clarifications under the Plan; and



     WHEREAS, Article XIV of the Plan provides that it may be amended by a written agreement signed
by the Company and the Participants; and



     WHEREAS,
the Board of Directors of the Company (the“Board”), upon the recommendation of the
Compensation Committee of the Board, has authorized the Company to make the changes set forth
below; and



     WHEREAS, each of the Participants has adopted this Amendment No. 1 by executing and delivering
to the Company an adoption agreement in substantially the form attached as Exhibit A
hereto.



     NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Plan is hereby amended as follows:




	 	1.	 	Amendment to Article 1 Definitions of the Agreement. Article 1 shall be
amended to add the following new definitions as follows:
	 
	 	 	 	““Code” shall mean the Internal Revenue Code of 1986, as amended.”
	 
	 	 	 	““Disability” or “Disabled” shall mean (a) the inability of the Participant to
engage in any substantial gainful employment activity on behalf of the Company, with
or without reasonable accommodation as that term is defined under applicable state
or federal law, by reason of any medically determinable physical or mental
impairment (i) that can be expected to result in death or to last for a continuous
period of not less than 12 months; or (ii) that can be expected to result in death
or to last for a continuous period of not less than 12 months and the Participant is
receiving income replacement benefits for a period of not less than three (3) months
under an accident and health plan covering the Company’s employees; or (b) the
Participant shall be determined to be totally disabled by the U.S. Social Security
Administration (“SSA”). A determination of Disability (other than a determination
by the SSA) shall be made by an independent physician selected by the Board of
Directors and whose determination as to disability shall be binding on the Company
and the Participant.”
	 
	 	 	 	““Specified Employee” shall mean the Participant if the Company’s stock is
publically traded on an established securities market and the Participant:





 









 






	 	(a)	 	owns more than 5 percent (5%) of the stock of the Company or any member
of its “controlled group” as that term is defined under §1563 of the Code;
	 
	 	(b)	 	owns more than 1 percent (1%) of the stock of the Company and has
compensation from the Company in excess of $150,000 per year; or
	 
	 	(c)	 	is an officer of the Company with compensation in excess of $145,000 per
year.”






	 	2.	 	Amendment to Article II of the Plan. Article II part 2(ii) is hereby
amended by adding a new section (6) as follows:
	 
	 	 	 	“(6) Distributions to a Specified Employee may not be made before the date that is
six months after the date of separation from service, or, if earlier, the date of
death.”






	 	3.	 	Amendment to Article III of the Plan. Article III is hereby amended by
deleting Article III in its entirety and replacing it with the following:





“Change of Control





	 		 	(1) Acceleration of Vesting Upon Change of Control. If a Change of Control of the
Company (as defined in Section (3) below) occurs prior to the vesting in full of the
Retirement Benefit under Article II, Section (2), and the Participant is rendering
Service to the Company immediately prior to the date of such Change of Control, then
notwithstanding any change in the Participant’s Service status that may occur in
connection with, upon or subsequent to such Change of Control, the Retirement
Benefit provided in Article II, Section (1) shall be deemed to be vested in full,
notwithstanding the provisions of Article II, Section (2), as of the date of such
Change of Control. Such benefits shall be payable, as and when provided for in
Article II, Section (1), beginning after the Payout Trigger Date, upon the terms and
on the monthly schedule provided therein.
	 
	 		 	(2) Obligations of Successor Entity. In furtherance and not in limitation of Section
(1) above and Article XVIII below, the Company agrees that it will not permit to
occur any Change of Control (to the extent within the Company’s control), nor merge
or consolidate with any other corporation or organization, nor sell substantially
all of its assets to, or permit its business activities to be taken over by, another
corporation or organization, unless and until the succeeding or continuing
corporation or other organization shall expressly assume the rights and obligations
of the Company herein set forth and as amended from time to time. The Company
further agrees that it will not cease business activities, dissolve, liquidate or
terminate its existence, other than as heretofore set forth in this Article III,
without having made adequate provision for the fulfilling of its obligations
hereunder.
	 
	 		 	(3) Definition of Change of Control. As used in this Plan, the term “Change of
Control” shall mean either a change in ownership, change in effective control, or
change in a substantial portion of the Company’s assets, as follows:
	 
	 		 	     (i) Change in Ownership. A change in ownership occurs if a person, or multiple
persons acting as a group, acquires more than 50% of the capital stock of the
Company, measured by voting power or value.
	 
	 		 	     (ii) Change in Effective Control. A change in effective control occurs if
either:
	 
	 		 	     (a) A person (or group of persons) acquires 30% of the capital stock of the
Company measured by voting power over a 12-month period; or




 









 






	 		 	     (b) A majority of the Board of Directors of the Company is replaced by
directors not endorsed by the prior members of the board.
	 
	 		 	     (iii) Change in a Substantial Portion of the Company’s Assets. A Change of
Control based on the sale of assets occurs if a person (or group of persons)
acquires 40% or more of the gross fair market value of the assets of the Company
over a 12-month period.”






	 	4.	 	Amendment to Article VI of the Plan. Article VI is hereby amended by
deleting Article VI in its entirety and replacing it with the following:





“Disability





	 	 	 	In the event that the Participant becomes Disabled, such Disability shall have no
effect on the amount or timing of the benefits to be payable under this Plan, except
to the extent that, for purposes of Article II, Section (2), the Participant’s
Service terminates as a result of such Disability prior to the date the Retirement
Benefit shall have vested in full.”
	 
	 	5.	 	Remainder of the Plan Unaffected. In all other respects, the provisions
of the Plan shall remain in full force and effect.





[Remainder of Page Intentionally Left Blank]




 









 








     IN WITNESS WHEREOF, the Company has caused this Amendment No. 1 to the Plan
to be signed its corporate name by its duly authorized officer.



	 	 	 	 	 	 	 
	 

	 	NATIONAL DENTEX CORPORATION
	 
	 
	 

	 	By:
	 	/s/ Richard Becker, Jr.
 

	 	 
	 

	 	Name:
	 	Richard Becker, Jr.	 	 
	 

	 	Title:
	 	Executive Vice President & Treasurer
	 	











 









 











Exhibit A




ADOPTION AGREEMENT FOR AMENDMENT NO. 1




FOR USE BY PARTICIPANTS IN THE




NATIONAL DENTEX CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN VI




     THE UNDERSIGNED, being a Participant under and as defined in the National Dentex Corporation
Supplemental Executive Retirement Plan VI (the “Plan”), hereby adopts and agrees to the terms and
provisions of Amendment No. 1 to the Plan dated as of the
___ day of December, 2008, in the form to
which this Adoption Agreement has been attached, and agrees that this Adoption Agreement shall
serve as the undersigned’s counterpart signature page to such Amendment No. 1.



	 	 	 	 	 
	 

	 	 

[Signature of Participant]
	 	 
	 
	 	 	 	 
	 

	 	 

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