EXHIBIT 10.5
AMENDMENT TO EMPLOYMENT
AGREEMENT
THIS AMENDMENT TO
EMPLOYMENT AGREEMENT (this “Amendment”) is executed as
of the 31 st of December 2008, by and
between Gregory D. Cessna (“Employee”) and School
Specialty, Inc. (the “Company”). Capitalized terms used
herein which are not otherwise defined have the same meaning as in
the Employment Agreement between the Company and the Employee dated
as of July 11, 2005 (the “Employment
Agreement”).
RECITALS
The Company and Employee have
entered into the Employment Agreement.
The Company and Employee wish to
amend the Employment Agreement so that payments of severance
thereunder upon a qualifying termination of employment will not be
subject to penalty or interest under the provisions of
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”) and the regulations and other authority
promulgated pursuant to Section 409A of the Code (jointly, the
“Section 409A Authority”).
NOW, THEREFORE, in consideration of
the promises and mutual agreements contained herein, and for other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged by the Company and Employee (jointly,
the “Parties”), the Parties agree as
follows:
1. Definition of Termination
without Cause . For all purposes of the Employment Agreement,
Employee’s employment shall be treated as if it were
terminated without Cause if (a) the termination meets the
definitions of “separation from service” and
“involuntary separation from service” as set forth in
Treas. Reg. §1.409A-1(h)(1) and (n)(1), respectively, and
(b) the Company did not have Cause, as defined in the
Employment Agreement, for terminating Employee’s
employment.
2. “Specified
Employee” Delay in Payments . Notwiths
