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First Amendment to the
Consolidated Graphics, Inc. Indemnification
Agreement
WHEREAS, Consolidated Graphics, Inc. (the
“Corporation”) entered into the Consolidated Graphics,
Inc. Indemnification Agreement with the undersigned individual (the
“Indemnitee”) on _____, 200
(the
“Agreement”); and
WHEREAS, the Agreement may be amended by a
written instrument executed by or on behalf of each of the parties
thereto; and
WHEREAS, the parties desire to amend the
Agreement to be compliant with Section 409A of the Internal
Revenue Code of 1986, as amended (the
“Code”);
NOW THEREFORE, this First Amendment (this
“Amendment”) is hereby made with all the amendments set
forth herein to be effective as of December 31, 2008 (the
“Effective Date”) as follows:
1. Section 6.5 of the Agreement is
hereby amended by inserting the following sentence at the end
thereof:
Under this Section 6.5, (i) the amount
of Expenses eligible for reimbursement during the
Indemnitee’s taxable year may not affect the Expenses
eligible for reimbursement in any other taxable year; (ii) the
reimbursement of Expenses must be made on or before the last day of
the Indemnitee’s taxable year following the taxable year in
which the Expenses were incurred; (iii) the right to
reimbursement may not be subject to liquidation or exchange for
another benefit; and (iv) the Indemnitee’s recovery from the
Corporation of any Expenses m
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