Exhibit 10.2
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement") dated this 1st day of May,
2000 is by and between ANACOMP INC., an Indiana corporation having its principal
offices at 12365 Crosthwaite Circle, Poway, California ("Anacomp") and DONALD W.
THURMAN, Chief Operating Officer of Anacomp ("Thurman"). Anacomp and Thurman
together are sometimes referred to herein as the "Parties".
RECITALS
WHEREAS, Anacomp and Thurman are parties to that certain Employment
Agreement, dated December 15, 1998 (the "Employment Agreement"). All capitalized
terms used herein and not otherwise defined herein shall have the meaning given
to such terms in the Employment Agreement;
WHEREAS, pursuant to the Employment Agreement, Thurman has served as Chief
Operating Officer of Anacomp and is entitled to certain payments to be made upon
the mutual termination of the Employment Agreement;
WHEREAS, Anacomp and Thurman each has determined that it is in their
mutual best interests to terminate the Employment Agreement, subject to the
terms and conditions contained in this Agreement ("Termination"); and
WHEREAS, pursuant to Section 6.1(a) of the Employment Agreement, Anacomp
and Thurman have agreed to terminate the Employment Agreement.
AGREEMENT
NOW, THEREFORE, pursuant to the provisions contained in the Employment
Agreement and in consideration of the promises contained herein, and other good
and valuable consideration, Anacomp and Thurman agree as follows:
1. Thurman will continue in his capacity as chief operating officer through
August 31, 2000 (the "Effective Date"), or through such earlier date as shall be
determined by Anacomp.
2. Thurman shall be paid his current salary through August 31, 2000, regardless
of whether he serves as chief operating officer for the entire time period.
3. In addition to any amounts due to Thurman through August 31, 2000, including
Base Salary, Fringe Benefits and Incentive Compensation, pursuant to Section 6.1
of the Employment Agreement and in full satisfaction and settlement of all such
amounts due, Thurman shall receive the following after Termination:
a. Severance. Anacomp will pay Thurman a severance allowance of
[$400,000] payable in a lump sum within ___ days of the
Effective Date [or biweekly at Thurman's option].
b. Stock Options. Upon Termination, all non-qualified stock
options previously granted to Thurman pursuant to the Anacomp
Inc. Amended and Restated 1996 Long-Term Incentive Plan shall
vest immediately and shall be exercisable through August 31,
2001.
c. Health Benefits. In accordance with Section 5.1 of the
Employment Agreement, Anacomp will provide Thurman with health
benefits as set forth in the Employment Agreement until
Thurman has secured other employment or for twelve months,
whichever is sooner.
4. Following the conclusion of his employment, Thurman will be eligible to
receive a bonus of up to an additional $100,000, at the sole discretion of
Anacomp's Compensation Committee.
5. Pursuant to Section 13.1 of the Employment Agreement, the provisions of
Sections II, VI and VII of the Employment Agreement, and the Confidentiality,
Non-Competition and Non-Disclosure Agreement appended to the Employment
Agreement, shall survive and shall continue in full force and effect upon
Termination.
6. Thurman hereby fully and forever releases, waives and forgives Anacomp and
any other entity to which Thurman has performed services under the Employment
Agreement and their respective directors, officers, employees, agents,
subsidiaries, stockholders, and affiliates, and successors and assigns
(collectively, "Released Parties"), from any and all rights, interests, liens or
claims of any kind whatsoever, at common law, equity, by statute or otherwise,
whether they may be asserted individually or collectively, directly,
derivatively or indirectly, whether known or unknown, concealed or hidden, and
whether suspected or unsuspected, which Thurman ever had, currently has or
hereafter may have against the Released Parties with respect to any of such
services performed by Thurman or with respect to any of the transaction
contemplated by the Employment Agreement and all activities of Thurman
thereunder, such release to be effective automatically without further action by
any party upon execution of this Agreement.
7. Anacomp hereby fully and forever irrevocably releases, waives and forgives
Koehrer, from any and all rights, interests, liens or claims of any kind
whatsoever, at common law, equity, by statute or otherwise, whether they may be
asserted individually or collectively, directly, derivatively or indirectly,
whether known or unknown, concealed or hidden, and whether suspected or
unsuspected, which Anacomp ever had, currently has or hereafter may have against
Koehrer with respect to any of the transactions contemplated by the Employment
Agreement and all activities of Anacomp thereunder, such release to be effective
automatically without further action by any party upon execution of this
Agreement.
8. This Agreement supercedes all prior agreements, and contains the entire
understanding of the Parties hereto. It may only be modified in writing signed
by the Parties.
IN WITNESS WHEREOF, as of the date first above-written, the
undersigned Parties, acting through their duly authorized representatives, have
executed this Termination Agreement in multiple counterparts.
ANACOMP INC.
By: /s/ Richard D. Jackson
Name: Richard D. Jackson
Title: Co-Chairman
DONALD W. THURMAN
/s/ Donald W. Thurman
