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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

Employment Agreement Amendment

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT | Document Parties: MULTI COLOR CORP | Multi-Color Corporation You are currently viewing:
This Employment Agreement Amendment involves

MULTI COLOR CORP | Multi-Color Corporation

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Title: FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Date: 9/22/2009
Industry: Printing Services     Sector: Services

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT, Parties: multi color corp , multi-color corporation
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Exhibit 10.1

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT (“First Amendment”) to the Employment Agreement is made and entered into as of the 21 st day of September, 2009 between Multi-Color Corporation, an Ohio corporation (“Multi-Color”), and Nigel Andrew Vinecombe (“Employee”).

RECITALS:

A. On February 29, 2008, Collotype International Holdings Pty Ltd (“Collotype”) was acquired by Multi-Color as part of a Share Sale and Purchase Agreement. Pursuant to that acquisition, and effective as of the date of the acquisition, Collotype and Employee entered an Employment Agreement (the “Employment Agreement”), attached hereto as Exhibit A.

B. Employee has been appointed Chief Operating Officer (“COO”) of Multi-Color, effective May 7, 2009.

C. Both Employee and Multi-Color agree that Multi-Color, the parent company of Collotype, has determined that it is in the best interests of Multi-Color and its shareholders to amend the Employment Agreement to reflect Employee’s new position as Chief Operating Officer of Multi-Color. Employee agrees that the First Amendment accurately reflects the pertinent changes to the terms and conditions of his employment as COO of Multi-Color and he is voluntarily and knowingly entering into the First Amendment.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained in this First Amendment and the Employment Agreement and for good and valuable consideration, the receipt of which is mutually acknowledged, Multi-Color and the Employee agree to modify and amend the Employment Agreement as follows:

1. Both Employee and Multi-Color agree that, upon execution of the First Amendment, the amended Employment Agreement and the First Amendment are the new agreement between Employee and Multi-Color concerning Employee’s employment by Multi-Color. Employee and Multi-Color understand and agree that any reference in the Employment Agreement to Collotype or “Employer” is hereby amended and understood to mean Multi-Color. Employee and Multi-Color further agree that the material amended terms in the Employment Agreement and the First Amendment constitute a binding Employment Agreement between Employee and Multi-Color.

2. Schedule 1 of the Employment Agreement titled “Details” is hereby deleted and replaced with a new Schedule as shown in the attached Amended Schedule 1 – Details.

3. Schedule 2 of the Employment Agreement titled “Services” is hereby deleted and replaced with a new Schedule as shown in the Attached Amended Schedule 2 – Services.


4. Schedule 3 of the Employment Agreement titled “Confidential Information” remains in full force and effect.

5. In Section 1.1, titled “Defined terms,” the following bolded terms are amended as follows:

Associates means in relation to a person: (a) a person with whom the person associates as part of a business enterprise ; (b) a company or trust of which the person has control; or (c) the spouse or child over the age of 18 of the person.

Business Days means any day other than Saturday, Sunday or Public Holiday in the State of Ohio, United States of America.

Related Body Corporate means a company and any and all parent or subsidiary companies.

6. Section 1.2(a)(vi) is hereby deleted and replaced with the following language:

“reference to dollars is a reference to the currency of the United States of America.”

7. Section 6.2 is hereby deleted and replaced with language in attached Amended Schedule 1 – Details.

8. Section 6.3 is hereby deleted and replaced with language in attached Amended Schedule 1 – Details.

9. Section 8.1 of the Employment Agreement titled “Pre-existing medical conditions” is hereby deleted, shall be re-titled “Employee Disability,” and is hereby replaced with the following language:

Employee is required to give Multi-Color notice of any disability, as defined by the Americans with Disabilities Act, 42 U.S.C. § 12102(2) and Oh. Rev. Code 4112.01(13), that he has or develops, if such disability requires a reasonable accommodation from Multi-Color in order that Employee may continue to perform the essential functions of his duties. In the event that Employee has a disability that requires a reasonable accommodation, Multi-Color will make efforts to reasonably accommodate Employee as required by applicable state or federal disability laws. However, the parties understand and agree that, given Employee’s position as COO of Multi-Color, it would be an undue hardship if Employee were absent or otherwise unable to perform the essential functions of his duties for more than an aggregate total of ninety (90) days within any twelve (12) month period. Therefore, if as a result of or related to a disability, Employee is unable to perform his full-time duties as described in the Employment Agreement, First Amendment and any subsequent amendments thereto, for an aggregate total of ninety (90) days within any twelve (12) month period to the satisfaction of Multi-Color, Multi-Color may terminate Employee’s employment under Clause 11 of the Employment Agreement and the terms of the First


Amendment. Multi-Color reserves the right to take reasonable and appropriate measures to verify any claim of disability raised by Employee as provided and permitted under applicable law.

10. Section 8.2 titled “Criminal Convictions (including traffic offenses)” is hereby deleted, re-titled “Criminal Convictions” and is hereby replaced with the following language:

Employee will provide Multi-Color with written notice of any: (i) criminal felony conviction, arrest or indictment; (ii) conviction, arrest or indictment relating to a crime involving fraud, dishonesty or misappropriation; or (iii) conviction, indictment, or arrest that requires, or may require, Employee to spend time in jail or other penal institution, whether such conviction, indictment, or arrest occurred in the past or occurs subsequent to the execution of this First Amendment. Multi-Color reserves the right, at its sole discretion, to terminate the employment of Employee for any of the above-described convictions, arrests, or indictments or for failing to give the required notice.

11. Section 10.2 titled “Undertakings by the Employee” is hereby deleted, re-titled “Non-Compete and Non-Solicitation,” and is replaced with the following language:

Non-Solicitation of Customers: For the period commencing on the date of this First Amendment and ending on the expiration of one (1) year following the termination or expiration of Employee’s employment with Multi-Color for any reason or no reason at all, whether voluntary or involuntary, Employee shall not either directly or through any intermediary solicit, entice or induce, recruit, encourage or otherwise endeavor to cause or attempt to cause any current or prospective customer of Multi-Color to:

 

 

a.

Cease doing business in whole or in part with Multi-Color;

 

 

b.

Change or alter in any adverse way the business relationship such customer has with Multi-Color; or

 

 

c.

Interfere or disrupt a relationship between Multi-Color and a prospective customer that is known by Employee where there is a probable future economic benefit or advantage to Multi-Color from such relationship.

During the 60-day period following the expiration or termination of Employee’s employment with Multi-Color for any reason or no reason at all, whether voluntary or involuntary, Employee shall take no affirmative action to disclose or otherwise communicate to any of the customers of, or suppliers to, Multi-Color that Employee’s employment with Multi-Color has expired or been terminated, or is about to expire or be terminated, and until that 60th day, Multi-Color shall have the sole discretion to determine who may notify those customers or suppliers of the expiration or termination (or impending expiration or termination) of Employee’s employment, and the form, substance and timing of such notification; provided, this provision shall not be construed to prohibit a response by Employee to any inquiry acknowledging the expiration or termination of Employee’s employment once it has occurred.


Non-Solicitation of Employees: For the period commencing on the date of this Agreement and ending on the expiration of one (1) year following the expiration or termination of Employee’s employment with Multi-Color for any reason or no reason at all, whether voluntary or involuntary, Employee shall not either directly or indirectly through any intermediary solicit, entice or induce, recruit, encourage or otherwise endeavor or attempt to cause any employee of Multi-Color to leave the employment of Multi-Color to work with Employee or with any other person or business with whom Employee is or becomes affiliated; provided, that the foregoing covenant shall not apply to or prohibit solicitations by Employee or persons or businesses with whom Employee has become affiliated made to the public generally through print or e-mail solicitations or advertising.

Covenant not to Compete: In consideration of Employee’s employment and exposure to the training in, use of and provision of Multi-Color Confidential Information, which Employee agrees would not have been made available absent execution of this Agreement, Employee agrees that for the period commencing on the date of this Agreement and ending on the expiration of one (1) year following the expiration or termination of Employee’s employment with Multi-Color for any reason or no reason at all, whether voluntary or involuntary, Employee will not work for any individual or entity, or own, control or invest in any entity, that provides similar services as Multi-Color or is a competitor of Multi-Color and its businesses. The foregoing applies regardless of whether Employee engages in such work or activities directly or indirectly as an employee, independent contractor, agent, owner, investor, sole proprietor or otherwise.

12. Sections 10.3 titled “Duration of prohibition” and 10.4 titled “Geographic application” is hereby deleted and is replaced with a new Section 10.3 titled “Limitations on Non-Compete and Non-Solicitation” which shall contain the following language:

The undertakings in clause 10.2 apply only if the activity prohibited by clause 10.2 occurs within any geographical area in which, as of the Termination Date, Multi Color engages in business or has otherwise established goodwill, business reputation or any customer relations.

13. Section 10.5 titled “Interpretation” shall be deleted.

14,. Section 14 titled “Governing law and jurisdiction” is hereby deleted and is replaced with the following language under the same title:

Multi-Color and Employee agree that the law of the State of Ohio in the United States of America applies to and will govern the Employment Agreement and First Amendment, even if application by a court or other tribunal of choice of law or conflict of law principles would normally require application of a different law. Multi-Color and Employee further agree to submit to the exclusive jurisdiction of courts located in Ohio to resolve any dispute that arises under, or in connection with, the Employment Agreement or First Amendment.


15. To the extent necessary to be consistent with his employment by Multi-Color in the United States, Employee and Multi-Color agree that the Employment Agreement and First Amendment will be interpreted to reflect his employment in the United States for Multi-Color and that he no longer is employed by Collotype under the Employment Agreement.

16. The terms of the Employment Agreement and Schedules thereto that are amended herein shall be effective as of August 1, 2009. All terms of the Employment Agreement and Schedules thereto not specifically amended herein shall remain in full force and effect.

IN WITNESS WHEREOF, THE UNDERSIGNED HAVE EXECUTED THIS Agreement as of the date first written above.

 

M ULTI -C OLOR C ORPORATION

By:

 

/s/ Francis D. Gerace

Title:

 

President and CEO

W ITNESS :

 

/ S / Lesha K. Spahr

 

(“Employer”)

/s/ Nigel A. Vinecombe

NIGEL A. VINECOMBE

 

(“Employee”)

W ITNESS :

 

/ S / Lesha K. Spahr


Amended Schedule 1 – Details

 

1.

Employee

 

Name

  

Nigel Andrew Vinecombe

Address

  

224 East 8 th Street

  

Apartment #806

  

Cincinnati, OH 45202

 

2.

Effective Date of First Amendment

August 1, 2009

 

3.

Expiry Date

The second anniversary of the Employment Commencement Date With Multi-Color

 

4.

Total Employment Cost

 

Annual Base Salary:

 

USD 300,000.00 (paid on the payroll schedule applicable to other US based executives of Multi- Color)

Bonus:

 

Eligible to participate in the Executive Incentive Compensation Plan, with a target payout factor of 85% of Annual Base Salary

Stock Options:

 

On the day this First Amendment is entered into, the Company shall grant the Executive under the Company’s 2003 Stock Incentive Plan, 30,000 stock option awards, with five-year vesting. During the Executive’s employment, Executive may receive additional stock option awards or restricted stock, as determined by the Board or its committees from time to time.

Retirement Plan:

 

Superannuation: 10% of Annual Base Salary

Welfare and Other Benefit Plans:

 

Eligible to participate and shall receive all benefits under welfare, fringe, vacation and other similar benefit plans, practices, policies and programs provided by Multi-Color to the extent applicable generally to other US based executives of Multi-Color.


Amended Schedule 1 – Details Cont.

 

Fringe Benefits:

 

Car Allowance USD $600.00 per month

Housing Allowance:

 

USD $3,750.00 per month, grossed up for tax purposes for period of time assigned to US, but in no case not longer than twenty-four (24) months.

Home Leave:

 

Employee will be reimbursed for two (2) home leave trips for Employee and spouse to Australia for each twelve (12) months Employee works in the US. Travel will be scheduled for business class airfare.

Tax Equalization:

 

For the period of time assigned to the US, but in no

case not longer than twenty-four (24) months, Employee’s tax liability will be tied to the “tax equalization” concept for purposes of calculating taxes for Employee’s annual base salary, bonus, Company contribution to the Superannuation Fund, housing allowance and home leaves. Multi-Color will withhold an estimated home country Australian tax liability based on Employee’s earned income. Employee’s annual total “tax equalized” liability will then be reconciled by an independent tax service provider based on Employee’s actual earned and personal income based on current Australian tax law. Employee’s total overall annual tax liability will not exceed that of Employee’s peer based on a “stay-at-home” tax liability concept.

Expenses:

 

During Employee’s employment, Employee shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by the Employee and documented as required by regulations of the Internal Revenue Service.

 

5.

Responsible Person

Francis D. Gerace


Amended Schedule 2 – Services

Job Description:

 

 

 

Manage and supervise the day-to-day operations of the business, including sales, marketing, operations and organizational development.

 

 

 

Achieve financial targets.

 

 

 

Execute business growth strategy subject to President and CEO, and Board approval.

 

 

 

Coordinate Annual Business Plans, including budgets, for business segments for recommendation to Multi-Color Corporation President and CEO, and Board.

 

 

 

Execute on Performance Plans once Annual Business Plans and budgets are approved.

 

 

 

Fulfill Duties and Responsibilities associated with being Board Member.


 

Exhibit A to First Amendment

 

Employment

Agreement

 

Nigel Vinecombe

 

Collotype Labels Pty Ltd ( Employer )

The party described in item 1 of Schedule 1

( Employee )


Employment Agreement

 

 

Details

  

3

Agreed terms

  

4

1.      Defined terms and interpretation

  

4

2.      Engagement

  

5

3.      Obligations

  

5

4.      Acknowledgement by Employee

  

6

5.      Total Employment Cost

  

6

6.      Leave Entitlements

  

7

7.      Performance review

  

7

8.      Notifications

  

8

9.      Confidential information, materials and intellectual property

  

8

10.    Restraint

  

9

11.    Termination

  

10

12.    Entire Agreement

  

11

 
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