Exhibit 10.2
SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT
AGREEMENT
This
Second Amendment to Executive Employment Agreement (this
“ Amendment ”) is entered into by and between
American Reprographics Company , a Delaware corporation
(“ ARC ”) as the employer, and Jonathan R.
Mather, an individual residing in the State of California (“
Executive ”), as the employee, on March 11,
2009.
This
Amendment is entered into with reference to the following
facts:
ARC
and Executive entered into an Executive Employment Agreement dated
November 29, 2006, as amended (“ Agreement
”). The parties now wish to enter into this Amendment to
amend the Agreement.
Now,
therefore, the parties agree as follows:
1. All capitalized terms in this Amendment
not otherwise defined herein shall have the meanings ascribed to
them in the Agreement.
2. A new Section 3(a)(i) is added to
Section 3(a) of the Agreement (Base Salary) as follows:
“(i) The amount of Base Salary payable to
Executive pursuant to Section 3(a) shall be reduced by ten percent
(10%) (the “ Base Salary Reduction ”) effective
as of February 1, 2009 through and including January 31,
2010 (the “ Effective Period ”). If ARC’s
EBITDA for the fiscal year ending December 31, 2009 exceeds
$140 million, the aggregate amount of the Base Salary
Reduction during the Effective Period shall be paid to Executive in
cash or a grant of ARC stock options, as elected by Executive.
Payment of the Base Salary Reduction in the form of a grant of
ARC
