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EXHIBIT 10.14
AMENDMENT AND TERMINATION AGREEMENT
THIS
AMENDMENT AND TERMINATION AGREEMENT (this "AMENDMENT") to that
certain Change in Control Agreement by and
between Corrpro Companies, Inc., an
Ohio corporation (the "COMPANY") and George
A. Gehring (the "EXECUTIVE") dated
November 2, 2000 (the "AGREEMENT") is made
and entered into this 23rd day of
October, 2003 by and between the Company
and the Executive.
WHEREAS,
Wingate Partners III, L.P., a Delaware limited partnership
(together with its assigns, "WINGATE") is a
party to this Amendment for the
limited purpose of providing assurance that
it will vote all of its equity
ownership in the Company after the Closing
to carry out the terms of Section
1(d) hereof and for the purpose of
consenting that it will not require or
request that the Company, before the
Closing, take any action inconsistent or
contrary to the terms of this
Agreement;
WHEREAS,
Wingate and the Company executed a term sheet dated September
11,
2003 to enter into an agreement whereby
Wingate proposes to purchase $13.0
million in redeemable preferred stock of
the Company (the "PREFERRED STOCK"),
and Wingate would hold detachable warrants
to purchase 40% of the fully diluted
common stock at a nominal cost, all the
Preferred Stock would represent 51% of
the fully diluted voting power of the
common stock of the Company (including
authorized but unissued options) and the
holders of Preferred Stock would have
the right to elect the number of directors
constituting a majority of the Board
of Directors of the Company (the "BOARD")
authorized by the Company's
certificate of incorporation or bylaws (the
"TRANSACTIONS"); and
WHEREAS,
Wingate has made it a condition to consummation of the
Transactions that the Executive terminate
the Agreement; and
WHEREAS,
the Executive believes that it is in the best interest of the
Executive to terminate the Agreement in
conjunction with the Transactions; and
WHEREAS,
the Company and the Executive have entered into the Agreement
and
desire to amend its terms in accordance
with Section 5.5 of the Agreement; and
WHEREAS
the Board or a designated committee thereof has approved this
Amendment in accordance with Section 5.5 of
the Agreement.
NOW,
THEREFORE, in consideration of the mutual promises, conditions
and
covenants contained herein and in the
Agreement, and other good and valuable
consideration, the adequacy of which is
hereby acknowledged, the parties agree
as follows:
1.
Effective
immediately upon execution of this Amendment, all of the
terms and conditions of the Agreement shall
be terminated in their entirety,
null and void and shall no longer be of any
force or effect and the Executive
releases any right to receive any and all
payments under the Agreement; provided
that if the Company fails to fulfill all of
the Conditions (as defined below),
then the Agreement shall not be terminated
and remain in full force and effect
and the Executive shall have the right to
receive payments as provided in the
Agreement. The "CONDITIONS" shall mean:
(a) The
consummation of the issuance and sale of the Preferred
Stock to
Wingate (the "CLOSING") will have occurred.
(b) Prior to the
Closing, the Company will not terminate, amend or
modify
that certain Employment Agreement between the Executive and the
Company
dated November 2,
1
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2000 (the
"EMPLOYMENT AGREEMENT"), unless such amendment or modification
results in
terms that are no less favorable to the Executive than those
that
currently exist in the Employment Agreement, it being understood
that
if the
Employment Agreement is in effect immediately after the Closing
this
condition is fully satisfied.
(c) Prior to the
Closing, the Company shall execute and deliver to
the
Executive an amendment to the Employment Agreement (in the form
of
Exhibit A
attached hereto), which amendment extends the end date of the
term of
the Employment Agreement to March 31, 2006.
(d) On or before
the 180th day after the Closing, the Company
will,
whether by increasing the number of existing stock options that
may
be granted
under the current stock option plan, by establishing a new
equity
incentive plan or plans or by some combination thereof, have a
total
option pool (consisting of shares of common stock of the
Company
issuable
upon exercise of options granted (including all options
described
in
Sections 1(d) and 1(e) below) and options available for grant
to
directors,
officers and employees) equal to 15% of the fully diluted
common
stock of the Company (to be calculated immediately after the
Closing).
(e) Within 180
days after the Closing, if the Executive is
employed
by the Company on the date of grant or he has either been
terminated
by the Company without "Good Cause" (as defined in the
Employment
Agreement) or resigned for a reason permitted by Section 7 of
the
Employment Agreement prior to the date of grant, the Company
will
issue to
the Executive an option to purchase a minimum of 100,000 shares
of common
stock of the Company with an exercise price equal to the fair
market
value of the stock on the Determination Date and an option to
purchase a
minimum of 100,000 shares of common stock of the Company with
an
exercise price equal to 200% of the fair market value of the stock
on
the
Determination Date; for purposes of this Amendment,
"Determination
Date"
shall mean the 90th day after the Closing and "fair market value
of
the stock
on the Determination Date" shall mean that value of one share
of
the common
stock of the Company calculated on the 90th day after the
Closing
using the volume weighted average prices on the American Stock
Exchange
of such stock for the 30 day period prior to the 90th day after
the
Closing, or, if such average is not available, using the average
of
the
closing sale prices for such stock for the 30 day period prior to
the
90th day
after the Closing.
(f) Any options
held by the Executive under the existing plan with
an
exercise price greater than the fair market value of the stock on
the
Determination Date shall be modified, with the Executive's consent,
as
follows:
(i) the exercise price of 50% of such options shall equal 100%
of
the fair
market value of the stock on the Determination Date, and (ii)
the
exercise
price of 50% of such options shall equal 200% of the fair
market
value of
the stock on the Determination Date; such modification may
include
either
