Employment Agreement with Kumarakulasingam Suriyakumar
First Amendment to the Employment Agreement
Second Amendment to the Employment Agreement                                                                   
Third Amendment to the Employment Agreement
Fourth Amendment to the Employment Agreement
<DOCUMENT>
<TYPE>EX-10.31
<SEQUENCE>11
<FILENAME>v02039a2exv10w31.txt
<DESCRIPTION>EXHIBIT 10.31
<TEXT>
<PAGE>
                                                                   Exhibit 10.31
 
                              EMPLOYMENT AGREEMENT
 
     This Executive  Employment  Agreement (the  "Agreement") is entered into by
and between AMERICAN REPROGRAPHICS COMPANY, a Delaware corporation ("ARC) as the
employer;  and  KUMARAKULASINGAM  SURIYAKUMAR,  a  resident  of  California,  an
individual  ("EXECUTIVE"),  as the employee,  on January 7, 2005, but shall be
effective only upon the date (the "Effective  Date") of the  effectiveness  of a
Registration  Statement on Form S-1 filed by ARC for the initial public offering
of  ARC's  shares  of  common  stock.  ARC  and  Executive  may be  referred  to
collectively in this Agreement as the "Parties" and individually as a Party.
 
                                    RECITALS
 
     ARC has agreed to employ  Executive and Executive has agreed to accept such
employment, subject to the terms and conditions set forth herein.
 
     Now, therefore, in consideration of the promises,  covenants and agreements
set forth in this Agreement, the Parties agree as follows:
 
     1. POSITION AND DUTIES
 
        (a) ARC hereby  employs  Executive as its  President  and Chief
Operations Officer ("COO"),  and Executive  agrees to serve ARC in such
capacity,  upon the terms and conditions set forth herein.
 
        (b) Executive shall report to the Chief  Executive  Officer of ARC
("CEO"). Executive's primary responsibilities shall be to (i) manage the daily
operations of ARC, including,  sales and marketing,  business development,
administration, and information  systems,  (ii) lead the execution of ARC's long
range corporate goals, and (iii) perform such other duties which are normal and
customary to the position of President and COO of a publicly traded
 
                                        1
 
<PAGE>
 
company.  Executive shall have the authority generally incident and necessary to
perform such duties. Executive will be a member of the executive team.
 
        (c) During the term of this Agreement,  Executive will devote
substantially all of his employment  time and attention to the affairs of ARC
and use his best efforts to promote the business and interests of ARC. Executive
owes a fiduciary duty of  loyalty,  fidelity  and  allegiance  to act at all
times  in the  best interests  of ARC,  and not to do any  act  which  would
injure  the  business, interests, or reputation of ARC or any of its
subsidiaries or affiliates.
 
     2. TERM
 
     The term of this Agreement and of Executive's  employment  hereunder  shall
commence  on the  Effective  Date  hereof  and  continue  until the third  (3rd)
anniversary of the Effective Date unless otherwise terminated in accordance with
the provisions hereof; provided, however, that this Agreement will automatically
be  extended  on a  year-to-year  basis on the  terms and  conditions  set forth
herein,  including the bonus  provisions  of Section  3(b),  unless either party
gives written  notice to the other at least one hundred twenty (120 (days) prior
to the expiration of the term of this Agreement,  which includes any extensions,
that this  Agreement  shall  terminate  at the end of such  term,  or  extension
thereof.
 
     3. DIRECT COMPENSATION
 
     In  consideration  of the services to be provided by  Executive,  Executive
shall receive compensation,  less all applicable taxes, social security payments
and other items that ARC is required by law to withhold or deduct therefrom,  as
follows:
 
        (a) Base Salary.  Executive's annual Base Salary shall be $650,000, paid
in 12 equal  monthly  installments  on the last day of each  calendar  month.
Base Salary for any
 
                                        2
<PAGE>
 
partial  month  shall be  prorated  on the basis of a 365 day year.  Base Salary
shall be  subject  to annual  review by ARC's CEO and ARC's  Board of  Directors
Compensation  Committee (the "Compensation  Committee"),  and may be adjusted in
light  of the  financial  performance  of ARC or  the  personal  performance  of
Executive,  but shall in no event be less than  $650,000  per year during to the
term of this  Agreement.  After any such change,  Executive's  new level of Base
Salary shall be Executive's Base Salary for purposes of this Agreement.
 
        (b) INCENTIVE BONUS. During the term of this Agreement,  Executive shall
be eligible  to  receive  an annual  Incentive  Bonus ("Incentive Bonus") as
follows:
 
        (i)  "EPS" as used  herein  means  the  pre-tax  earnings  per  share
from operations (excluding extraordinary items) of the common stock of ARC
calculated under Generally  Accepted  Accounting  Principles  applied on a
consistent basis ("GAAP")  by ARC's  regular  certified  public  accountants  as
of the  close of business on the last day of each relevant  fiscal year.  EPS
shall be calculated on a fully diluted basis,  taking into account  unexercised
options and warrants to the extent and in the manner  required  under GAAP. For
the fiscal year ended December 31, 2004, EPS shall be calculated by dividing (A)
the aggregate (rather than  per-share)  pro  forma  pre-tax   earnings  from
operations   (excluding extraordinary items) of American Reprographics
Holdings,  L.L.C.  ("Holdings"), calculated  under  GAAP by ARC's  regular
certified  public  accountants  as if Holdings and its subsidiaries were a
consolidated group of corporations for that year,  by (B) the number of shares
of common  stock of ARC that would be used to calculate EPS on a fully diluted
basis under GAAP if the  calculation  were made at the closing of the initial
public offering of ARC common stock.
 
        (ii) For each fiscal year of ARC ending  December 31,  2005,  2006 or
2007, Executive shall receive an Incentive Bonus in an amount equal to $60,000
for
 
                                        3
<PAGE>
 
 
each full  percentage  point by which EPS for such fiscal  year  exceeds by more
than 10 percentage  points the EPS for the  immediately  preceding  fiscal year,
after  taking  into  account the amounts of (A) the  Incentive  Bonus  earned by
Executive   under  this  Section  3(b),  and  (B)  a  similar  bonus  earned  by
Sathiyamurthy  Chandramohan under a separate  Employment  Agreement entered into
contemporaneously  with this  Agreement.  Executive shall not be entitled to any
Incentive Bonus for a partial percentage point increase.  To illustrate:  if EPS
for the fiscal year ended  December  31, 2004 is $1.00,  an  Incentive  Bonus of
$60,000  will be paid if EPS for the fiscal year ended  December 31, 2005 equals
or exceeds  $1.11 but is less than $1.12,  and $120,000 will be paid if such EPS
equals or exceeds $1.12 but is less than $1.13. If EPS for the fiscal year ended
December 31, 2005 is $1.20,  an Incentive Bonus of at least $60,000 will be paid
if EPS for the fiscal year ended  December  31,  2006 equals or exceeds  $1.332.
Notwithstanding  the foregoing,  if EPS for a fiscal year shall be less than EPS
for the fiscal year ended  December 31, 2004,  for  purposes of  calculating  an
Incentive  Bonus,  if any, for the following  year,  EPS for the preceding  year
shall be presumed to be the amount of EPS for the fiscal year ended December 31,
2004.
 
        (iii) The Incentive Bonus shall be paid no later than 60 days following
the close of each fiscal year,  in cash or ARC common  stock,  or partly in
each, as elected by  Executive at least 20 days before the date such  Incentive
Bonus is paid. To the extent that such Incentive Bonus is paid in ARC common
stock,  such stock  shall be valued  using the  average of the  closing  prices
of ARC common stock  on the New  York  Stock  Exchange  for the 10  trading
days  immediately preceding  the date of issuance of ARC common stock in payment
of the  Incentive Bonus,  provided,  however,  that as a condition to  receiving
ARC common stock Executive  must deposit with ARC on the date of issuance cash
in the amount,  if any, by which the total of employee  withholding  taxes
required to be withheld with respect to the entire
 
                                        4
 
 
<PAGE>
 
Incentive  Bonus exceeds the cash portion of the Incentive  Bonus  available for
withholding.  To be  eligible  to  receive  a bonus,  Executive  must  have been
employed  by ARC during the entire  fiscal  year to which such  Incentive  Bonus
relates.
 
     4. GENERAL BENEFITS
 
     During the term of this  Agreement,  Executive  shall be  entitled to other
benefits provided by ARC to its senior  executives from time to time,  including
but not limited to, 401(k) and other retirement  plans,  deferred  compensation,
paid  holidays,  sick  leave  and other  similar  benefits.  Executive  shall be
entitled  to 4 weeks paid  vacation  each  calendar  year  accrued and vested in
accordance with ARC's vacation policy applicable to senior management.
 
     5. STOCK PLANS
 
     In the sole discretion of the Board of Directors of ARC, Executive shall be
eligible to participate in stock option, stock purchase, stock bonus and similar
plans of ARC ( "Stock Plans") established from time to time by ARC.
 
     6. GROUP INSURANCE OR BENEFIT PLANS
 
        (a) During the term of this  Agreement,  Executive  shall be
automatically covered by ARC group insurance  programs  (including any
self-insured  programs sponsored by ARC), including medical, dental, vision,
disability,  and life, if any.  Executive's  spouse and children  which are
eligible for coverage may join the insurance  programs,  subject to ARC's
policies and  applicable  laws.  The premiums for all insurance  programs for
Executive  and  Executive's  spouse and eligible children shall be paid by ARC.
 
        (b) Provided that this Agreement has not terminated  under Section 11(c)
or (f),  ARC shall  continue  to  provide  to  Executive,  Executive's  spouse
and Executive's eligible
 
                                        5
 
<PAGE>
 
children,  at no expense to either,  medical  insurance  coverage under the same
group insurance or ARC-sponsored  self-insurance,  or equivalent coverage, as is
provided  from time to time to ARC's  senior  executives.  Such  coverage  shall
continue  until  the  first to occur of (i)  medical  insurance  coverage  being
available through another employer, or (ii), in the case of Executive's eligible
children,  the  termination of  eligibility  under ARC's policies and applicable
laws, or (iii) in the cases of Executive and his spouse, qualification,  in each
instance, for Medicare coverage.
 
     7. SPECIAL BENEFITS
 
     Executive shall be allowed additional  employer-paid benefits of his choice
("Special  Benefits"),  including  the  lease of  automobiles,  social,  golf or
athletic club  memberships and other benefits not  specifically  provided for in
this Agreement,  provided, however, that the annual cost to ARC shall not exceed
$10,000. Any employer taxes imposed upon ARC by reason of the furnishing of such
Special Benefits shall be included in the annual $10,000 limitation.  Any unused
allowance for Special Benefits shall not be carried over to a subsequent year.
 
 
     8. REIMBURSEMENT OF BUSINESS RELATED EXPENSES.
 
     Executive shall be entitled to receive prompt  reimbursement for reasonable
expenses  incurred by him in performing  services  hereunder  during the term of
this Agreement in accordance with the policies and procedures then in effect and
established by ARC for its  employees.  Executive  may, at his  discretion,  fly
business class or first class on all airplane  flights of more than one (1) hour
if  Executive  deems such to be  appropriate  for the conduct of his duties.  In
addition to the Special  Benefits set forth in Section 7 above,  Executive shall
also be entitled  to  reimbursement  of  Executive  membership  dues and related
ongoing costs of appropriate  professional  organizations  which are approved by
ARC's CEO.
 
                                        6
 
 
<PAGE>
 
     9. OBLIGATIONS AND RESTRICTIVE COVENANTS.
 
        (a)  OBLIGATIONS.  During the term of this  Agreement,  Executive shall
not engage in any other employment, occupation or consulting activity for any
direct or indirect remuneration. This obligation shall not preclude Executive
from: (i) serving in any volunteer  capacity with any professional,  community,
industry, civic,  educational  or  charitable  organization;  (ii)  serving as a
member of corporate  boards of  directors,  provided  that  ARC's  CEO has
given  written consent,  and these  activities  or  services  do not  materially
interfere  or conflict  with  Executive's  responsibilities  or ability to
perform  his duties under this Agreement;  or (iii) engaging in personal
investment  activities for himself and his family which do not interfere with
the performance of his duties and obligations hereunder.
 
        (b)  NON-COMPETITION;  NON-SOLICITATION.  The Parties hereto recognize
that Executive's services are unique and the restrictive  covenants set forth in
this Section 9 are  essential  to protect the  business  (including  trade
secret and other confidential  information  disclosed by ARC to, learned by or
developed by Executive  during the course of employment by ARC) and the good
will of ARC. For purposes  of this  Section  9, all  references  to  "ARC"
shall  include  ARC's predecessors,  subsidiaries and affiliates. As part of the
consideration for the compensation and benefits to be paid to Executive
hereunder,  during the term of this Agreement Executive shall not:
 
             (i) Engage in any business  similar or related to or  competitive
with the business  conducted by ARC described from time to time in ARC's Annual
Report on Form 10-K to its shareholders and Board (the "Core Business of ARC");
 
                                        7
 
 
<PAGE>
             (ii) Render advice or services to, or otherwise  assist,  any other
person, association,   corporation,  or  other  entity  that  is  engaged,
directly  or indirectly, in any business similar or related to, or competitive
with, the Core Business of ARC;
 
             (iii)  Transact any business in any manner with or  pertaining to
suppliers or customers of ARC which,  in any manner,  would have, or is likely
to have, an adverse effect upon the Core Business of ARC; or
 
             (iv) Induce any employee of ARC to  terminate  his or her
employment  with ARC,  or hire or assist  in the  hiring of any such  employee
by any  person or entity not affiliated with ARC.
 
For purposes of this Agreement,  "affiliate" shall mean any entity which owns or
controls,  is owned or controlled  by, or is under common  ownership or control,
with ARC.
 
     10. CONFIDENTIALITY
 
     Executive  acknowledges  that it is the policy of ARC to maintain as secret
and  confidential  all valuable and unique  information  heretofore or hereafter
acquired,  developed  or  used  by ARC  relating  to the  business,  operations,
employees  and  customers  of ARC , which  information  gives ARC a  competitive
advantage in the industry,  and which information  includes technical knowledge,
know-how  or  trade  secrets  and  information  concerning  operations,   sales,
personnel,  suppliers, customers, costs, profits, markets, pricing policies, and
other confidential information and materials (the "Confidential Information").
 
        (a) NON-DISCLOSURE.  Executive recognizes that the services to be
performed by Executive are special and unique, and that by reason of his duties
he will be given, acquire or learn Confidential Information.  Executive
recognizes that all such  Confidential  Information  is
 
                                        8
 
<PAGE>
 
 
the sole and exclusive  property of ARC.  Executive  shall not, either during or
after his  employment by ARC,  disclose the  Confidential  Information to anyone
outside ARC or use the  Confidential  Information  for any  purpose  whatsoever,
other than for the performance of his duties hereunder,  except as authorized by
ARC in connection with performance of such duties.
 
        (b) RETURN OF CONFIDENTIAL  INFORMATION.  Executive shall deliver
promptly upon  termination  of employment  with ARC, or at any time requested by
ARC, all memos, notes,  records,  reports,  manuals,  drawings,  and any other
documents, whether  in  electronic   form  or  otherwise,   containing   any
Confidential Information,  including  without  limitation all copies of such
materials in any format which Executive may then possess or have under his
control.
 
        (c) OWNERSHIP OF INVENTIONS;  ASSIGNMENT OF RIGHTS.  Executive  agrees
that all information,  inventions,  intellectual property, trade secrets,
copyrights, trademarks,  content, know-how, documents, reports, plans,
proposals,  marketing and sales plans,  client lists, client files and materials
made by him or by ARC (the "Work Product") are the property of ARC and shall not
be used by him in any way adverse to the interests of ARC. Executive assigns to
ARC any and all rights of every nature which  Executive  may have in any such
Work  Product;  provided, however,  that such assignment does not apply to any
right which qualifies fully under  California  Labor Code  Section  2870.  This
section  shall  survive any termination of this Agreement and the employment
relationship between Executive and ARC.  Executive  shall  not  deliver,
reproduce  or in any way  allow  such documents or things to be delivered or
used by any third party without  specific direction  or consent of the Board.
Likewise,  Executive  shall not disclose to ARC, use in ARC's  business,  or
cause ARC to use, any  information  or material that is a trade secret of
others.
 
                                        9
 
<PAGE>
 
 
        (d) PREDECESSORS, SUBSIDIARIES AND AFFILIATES. For purposes of this
Section 10, references to ARC include its predecessors, subsidiaries and
affiliates.
 
     11. TERMINATION.
 
 
     Notwithstanding  any other term or provision  contained in this  Agreement,
this  Agreement  and  the  employment  hereunder  will  terminate  prior  to the
expiration of the term of this Agreement under the following circumstances:
 
        (a) DEATH. Upon Executive's death.
 
        (b) DISABILITY.  Upon Executive becoming "Permanently Disabled", which,
for purposes of this Agreement, shall mean Executive's incapacity due to
physical or mental illness or cause,  which, in the written  opinion of
Executive's  regular licensed physician,  results in the Executive being unable
to perform his duties on a full-time basis for 6 months during a period of 12
months.
 
        (c) TERMINATION BY ARC FOR CAUSE. Upon written notice to Executive, ARC
may terminate this Agreement for Cause, which, for purposes of this Agreement,
shall mean termination by action of the Board in its reasonable  discretion
because of Executive's:
 
             (i) willful  refusal  without proper cause to perform (other than
by reason of  physical  or  mental  disability  or  death)  the  duties  set
forth in this Agreement or delegated  from time to time in writing by ARC's CEO,
which remains uncorrected for 30 days following written notice to Executive by
ARC's CEO; or
 
             (ii) gross negligence,  self dealing or willful  misconduct of
Executive in connection  with the  performance of his duties  hereunder,
including,  without limitation,
 
                                       10
 
<PAGE>
 
misappropriation  of funds or property of ARC or its subsidiaries or affiliates,
securing or attempting to secure  personally  any profit in connection  with any
transaction entered into on behalf of ARC or its subsidiaries or affiliates,  or
any  willful  act  or  gross  negligence  having  the  effect  of  injuring  the
reputation,  business or business  relationships  of ARC or its  subsidiaries or
affiliates; or
 
             (iii) fraud, dishonesty or misappropriation of ARC business and
assets that harms the business of ARC or its subsidiaries or affiliates; or
 
             (iv) habitual insobriety, abuse of alcohol, abuse of prescription
drugs, or use of illegal drugs; or
 
             (v) engaging in any criminal activity involving moral turpitude; or
 
             (vi)  indictment or being held for trial in  connection  with a
misdemeanor involving moral turpitude or any felony; or
 
             (vii)  conviction  of a felony or entry into a guilty plea that
negatively reflects on Executive's fitness to perform the duties or harms the
reputation or business or ARC or its subsidiaries or affiliates; or
 
             (viii) any material  breach of any covenants  under this Agreement
or other material  policy of ARC,  other than under  clauses  (i)  through
(vii) of this Section 11(c) which remains  uncorrected for 30 days following
written notice to Executive by the ARC's CEO.
 
                                       11
 
<PAGE>
 
 
        (d) TERMINATION BY ARC WITHOUT CAUSE. Upon written notice to Executive,
ARC may terminate this Agreement at any time without any Cause or reason
whatsoever.
 
        (e)  TERMINATION BY EXECUTIVE WITH GOOD REASON.  Upon written notice to
ARC of any of the  following  "Good  Reasons," and the failure of ARC to correct
the reduction,  change  or breach  within  30 days  after  receipt  of such
notice, Executive may terminate this Agreement after the occurrence of
 
             (i) a material  change by ARC in the nature of Executive's  title,
duties, authorities and responsibilities set forth in this Agreement without
Executive's express written consent; or
 
             (ii) a reduction in the nature of Executive's  compensation  as
established under this  Agreement,  other than as  expressly  permitted  in this
Agreement, without Executive's express written consent; or
 
             (iii) a change  in the  officer  (other  than a change  in the
person  who occupies such position) to whom Executive  reports without
Executive's  express consent; or
 
             (iv) a material  breach by ARC of any material  sections of this
Agreement, other than as set forth in clauses (i) through (iii) of this Section
11(e); or
 
             (v) a Change of Control,  as defined in Section 11(g), as a result
of which Executive  is not  offered  the same or  comparable  position  in the
surviving company,  or is offered  such  position  but within  twelve  (12)
months  after Executive  accepts such position,  Executive's  employment is
terminated  either without cause or for a Good Reason described in
 
                                       12
 
<PAGE>
 
 
subsections  (i), (ii),  (iii) of this Section 11(e) or in subsection (iv) as to
the employment agreement then applicable to Executive.
 
        (f)  TERMINATION  BY  EXECUTIVE  WITHOUT  GOOD  REASON.  Upon 45 days
prior written  notice to ARC,  Executive may terminate  this Agreement and
resign from Executive's employment hereunder without any Good Reason.
 
        (g) CHANGE OF CONTROL.
 
             (i) For purposes of this Agreement, "Change of Control" shall mean:
 
                 (A) ARC merges or consolidates with any other  corporation
(other than one of ARC's  subsidiaries),  as a result of which ARC is not the
surviving company, or the shares of ARC voting stock outstanding immediately
after such transaction do not constitute,  become exchanged for or converted
into, more than 50% of the Voting Shares of the merged or consolidated company
(as defined below);
 
                 (B) ARC sells or otherwise  transfers  or disposes of all or
substantially all of its assets;
 
                 (C) Any third  person or entity  shall  become  the  Beneficial
Owner,  as defined  by Rule  13(d)-3  under the  Securities  Exchange  Act of
1934,  in one transaction or a series of related  transactions  within any 12
month period, of at least 50% of the Voting Shares of ARC's then outstanding
voting securities.
 
             (ii)  For  purposes  of this  Agreement,  "Voting  Shares"  shall
mean the combined  voting  securities  entitled to vote in the election of
directors of a corporation, including ARC, or the merged, consolidated or
surviving company, if other than ARC.
 
                                       13
 
<PAGE>
 
     12. SEVERANCE BENEFITS
 
        (a) BASIC  BENEFITS.  Upon  expiration or termination of this Agreement
for any reason,  and subject to the provisions of Section  12(e),  Executive
will be entitled  to: (i) payment for all Base  Salary and unused  vacation
accrued and prorated,  but unpaid,  as of the effective date of  termination,
(ii) payment, when due,  of any earned but unpaid  Incentive  Bonus for the
preceding  fiscal year, (iii) any  unreimbursed  business  expenses  authorized
by this Agreement, (iv)  continuation  of any benefits under Section 6(a) as
required by applicable law,  and (v) such  rights as then  exist  with  respect
to then  vested  stock options, restricted stock or other rights under similar
plans.
 
        (b)  TERMINATION BY ARC FOR CAUSE OR BY EXECUTIVE  WITHOUT GOOD REASON.
If this  Agreement and  Executive's  employment  hereunder is terminated by ARC
for Cause pursuant to Section 11(c), or by Executive without Good Reason
pursuant to Section 11(f),  Executive  shall not be entitled to any  additional
payments or benefits hereunder.
 
        (c)  TERMINATION BY ARC WITHOUT  CAUSE;  TERMINATION BY EXECUTIVE WITH
GOOD REASON. If this Agreement and Executive's  employment hereunder is
terminated by ARC without Cause pursuant to Section 11(d),  or by Executive for
Good Reason as defined in Section 11(e), subject to Executive's  compliance with
the provisions of Section 15 below,  Executive shall receive the following
additional payments or benefits:
 
             (i) Executive's  then Base Salary for the remaining term of this
Agreement, paid as and when due as if this Agreement had not been terminated;
 
             (ii) Continuation of coverage and premium payments by ARC under
ARC's group insurance programs for Executive and his eligible family members
under Section
 
                                       14
 
<PAGE>
 
6(a) if this Agreement had not been  terminated,  and  thereafter  under Section
6(b) in accordance with the provisions of such Section;
 
 
             (iii)  Continuation  of  the  Special  Benefits  under  Section  7
of  this Agreement, if this Agreement had not been terminated; and
 
             (iv) All unvested stock options, restricted stock or similar rights
granted to Executive shall  accelerate and become vested and exercisable
immediately as of the effective date of termination.
 
        (d)  TERMINATION  BECAUSE  OF DEATH OR  DISABILITY  OF  EXECUTIVE.  If
this Agreement and  Executive's  employment  hereunder is terminated  under
Sections 11(a) or (b) by reason of  Executive's  death or by reason of being
Permanently Disabled,  Executive or his family shall be entitled to the
additional  benefits described in Section 12(c)(ii) above.
 
        (e) PARACHUTE  PAYMENTS.  In the event that the severance,  acceleration
of stock  options and other  benefits  provided for in this  Agreement or
otherwise payable to Executive (i) constitute  "parachute  payments" within the
meaning of Section 280G (as it may be amended or replaced) of the Internal
Revenue Code of 1986, as amended or replaced  (the "Code") and (ii) but for this
Section  12(e), would be subject to the excise tax imposed by Section 4999 (as
it may be amended or replaced) of the Code (the "Excise Tax"), then Executive's
benefits hereunder shall be either:
 
             (i) provided to Executive in full; or
 
             (ii) provided to Executive only as to such lesser extent which
would result in no portion of such benefits being subject to the Excise Tax,
whichever of the foregoing
 
                                       15
 
<PAGE>
 
 
amounts,  taking into  account the  applicable  federal,  state and local income
taxes and the Excise Tax,  results in the receipt by  Executive  on an after-tax
basis,  of the  greatest  amount of benefits,  notwithstanding  that all or some
portion of such  benefits  may be taxable  under the Excise Tax.  Unless ARC and
Executive  otherwise  agree in writing,  any  determination  required under this
Section  12(e)  shall be made in  writing  in good  faith by ARC `s  independent
public accountants (the "Accountants").  In the event of a reduction in benefits
hereunder,  Executive shall be given the choice of which benefits to reduce. For
purposes  of  making  the  calculations  required  by this  Section  12(e),  the
Accountants  may  make  reasonable  assumptions  and  approximations  concerning
applicable  taxes  and  may  rely  on  reasonable,  good  faith  interpretations
concerning the  application of the Code. ARC and Executive  shall furnish to the
Accountants  such  information  and documents as the  Accountants may reasonably
request in order to make a  determination  under this Section  12(e).  ARC shall
bear all costs the  Accountants  may  reasonably  incur in  connection  with any
calculations contemplated by this Section 12(e).
 
     13. ARBITRATION AND EQUITABLE RELIEF
 
        (a) ARBITRATION.  In consideration of Executive's  employment with ARC,
its promise to arbitrate all employment-related  disputes and Executive's
receipt of the  compensation  paid to  Executive  by ARC,  at  present  and in
the  future, Executive agrees that any and all controversies, claims, or
disputes with anyone (including ARC and any employee, officer, director,
shareholder or benefit plan of ARC in their capacity as such or otherwise)
arising out of,  relating to, or resulting  from  Executive's  employment  with
ARC or the  termination  of that employment with ARC, including any provision of
this Agreement, shall be subject to binding  arbitration  under the arbitration
rules set forth in the California Code of Civil Procedure  section 1280 through
1294.2,  including section 1283.05 collectively  (the  "Rules")  and pursuant to
California  law.  Disputes  which Executive agrees to arbitrate, and hereby
agrees to waive any
 
                                       17
 
<PAGE>
 
 
right to a trial by jury,  include  without  limitation,  any common law claims,
statutory  claims under Title VII of the Civil Rights Act of 1964, the Americans
With Disabilities Act of 1990, the Age Discrimination In Employment Act of 1967,
the Older Workers  Benefit  Protection  Act, the California  Fair Employment And
Housing  Act, the  California  Labor Code  (except for workers  compensation  or
unemployment  insurance claims), or ERISA, claims of harassment,  discrimination
or wrongful  termination and any other  statutory  claims under state or federal
law.
 
        (b) PROCEDURE.  Any arbitration  will be administered by JAMS and a
neutral arbitrator  will be  selected  in a manner  consistent  with its  rules
for the resolution of employment disputes. The arbitrator shall have the power
to decide any  motions  brought by any party to the  arbitration,  including
motions  for summary judgment and/or adjudication and motions to dismiss and
demurrers, prior to any  arbitration  hearing.  The arbitrator  shall have the
power to award any remedies,  including attorneys' fees and costs,  available
under applicable law. ARC will pay for any administrative or hearing fees
charged by the arbitrator or JAMS  except  that  Executive  shall pay the first
$200.00 of any  filing  fees associated  with any  arbitration  Executive
initiates.  The  arbitrator  shall administer and conduct any arbitration in a
manner consistent with the Rules. To the  extent  that the JAMS  rules  for the
resolution  of  employment  disputes conflict with the Rules,  the Rules shall
take  precedence.  The decision of the arbitrator shall be in writing.
 
        (c) REMEDY. Except as provided by the Rules and this Agreement,
arbitration shall be the sole,  exclusive  and final remedy for any dispute
between ARC and Executive.  Accordingly, except as provided for by the Rules and
this Agreement, neither ARC nor  Executive  will be permitted  to pursue court
action  regarding claims that are subject to arbitration. Notwithstanding, the
arbitrator will not have the authority to disregard or refuse to enforce any
 
                                       17
 
<PAGE>
 
lawful ARC policy,  and the arbitrator shall not order or require ARC to adopt a
policy not otherwise required by law which ARC has not adopted.
 
        (d) AVAILABILITY OF INJUNCTIVE  RELIEF.  In addition to the right under
the Rules to petition the court for  provisional  relief,  ARC may also petition
the court for  injunctive  relief,  notwithstanding  any provision in this
Agreement requiring  arbitration,  where  ARC  alleges  or  claims  a  violation
of  this Agreement,  or any separate  agreement between Executive and ARC
regarding trade secrets, confidential information or non-solicitation,  or
California Labor Code ss.2870. No bond shall be required of ARC. Executive
understands and agrees that any  breach or  threatened  breach  of this
Agreement  or of any such  separate agreement will cause irreparable injury to
ARC or its subsidiaries or affiliates and that money  damages  will not  provide
an  adequate  remedy  therefore,  and Executive hereby consents to the issuance
of an injunction.  In the event either Party seeks injunctive relief, the
prevailing Party shall be entitled to recover reasonable costs and attorney fees
related thereto.
 
        (e) ADMINISTRATIVE  RELIEF. This Agreement does not prohibit Executive
from pursuing an administrative  claim with a local, state or federal
administrative body such as the Department of Fair Employment and Housing, the
Equal Employment Opportunity  Commission or the Workers' Compensation Board.
This Agreement does, however, preclude Executive from pursuing court action
regarding any such claim.
 
        (f) VOLUNTARY NATURE OF AGREEMENT.  Executive  acknowledges and agrees
that he is  executing  this  Agreement  voluntarily  and  without any duress or
undue influence by ARC or anyone else.  Executive further acknowledges and
agrees that he has carefully read this Agreement, that he has asked any
questions needed for him to understand the terms,  consequences and binding
effect of this Agreement, and that he fully understands this
 
                                       18
 
<PAGE>
 
 
Agreement,  including  that HE IS WAIVING  HIS RIGHT TO A JURY  TRIAL.  Finally,
Executive  acknowledges  that he has been  provided an  opportunity  to seek the
advice of an attorney of his choice before signing this Agreement.
 
     14. GOVERNING LAW
 
     This  Agreement  shall be  governed by and  construed  and  interpreted  in
accordance with the laws of the State of California without regard to California
conflict of laws principles.
 
     15. RELEASE
 
     In exchange for the benefits and other  consideration  under this Agreement
to which Executive  would not otherwise be entitled,  Executive shall enter into
and execute a release  substantially  in the form  attached  hereto as Exhibit A
(the  "Release")  upon his  termination  of  employment.  Unless the  Release is
executed by Executive  and  delivered  to ARC within  thirty (30) days after the
termination of Executive's employment with ARC, Executive shall receive only the
basic severance  benefits  provided under Section 12(a) of this Agreement and no
additional  benefits under Section 12 or the extended health insurance  coverage
under Section 6 (b) of this Agreement.
 
 
     16. NOTICES
 
     Any  notices  or  other  communications  desired  or  required  under  this
Agreement shall be in writing, signed by the Party making the same, and shall be
deemed  delivered when personally  delivered or on the second business day after
the same is sent by certified or registered mail, postage prepaid,  addressed as
follows (or to such other address as may be designated by like written notice):
 
 
                                       19
 
<PAGE>
 
     If to Executive:      At the last residential address known by ARC
 
     If to ARC:            American Reprographics Company
                           700 North Central Avenue, Suite 550
                           Glendale, CA 91203
                           Attn.: Chief Executive Officer
 
     17. SEVERABILITY
 
     In the event that any provision of this Agreement becomes or is declared by
a court of competent  jurisdiction  to be illegal,  unenforceable  or void, this
Agreement shall continue in full force and effect without said provision.
 
     18. ASSIGNMENT
 
     Except as  otherwise  specifically  provided  herein,  neither  Party shall
assign this Agreement or any rights  hereunder  without the consent of the other
Party, and any attempted or purported  assignment  without such consent shall be
void;  provided  that  Executive's  consent  under this  Agreement  shall not be
required hereby for any of the transactions  involving a Change of Control. This
Agreement  shall  otherwise  bind and inure to the benefit of the Parties hereto
and their respective successors,  assigns, heirs, legatees, devisees, executors,
administrators and legal representatives.
 
     19. ENTIRE AGREEMENT
 
     This Agreement  contains the entire agreement of the Parties and supersedes
all prior or contemporaneous  negotiations,  correspondence,  understandings and
agreements  between the Parties  regarding the subject matter of this Agreement.
Any prior employment agreement,  bonus agreement or other compensation agreement
between Executive and ARC or any predecessor,
 
                                       20
 
<PAGE>
 
subsidiary or affiliate of ARC, is hereby  terminated on and as of the Effective
Date.  This Agreement may not be amended or modified except in writing signed by
both Parties.
 
     20. WAIVER
 
     If either Party waives any breach of any provisions of this  Agreement,  he
or it shall not thereby be deemed to have  waived any  preceding  or  succeeding
breach of the same or any other provision of this Agreement.
 
     21. COUNTERPARTS
 
     This  Agreement  may be  executed in  counterparts,  each of which shall be
deemed an original,  but all of which together shall constitute one and the same
instrument.
 
     IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of the
date first hereinabove set forth.
 
 
AMERICAN REPROGRAPHICS                            EXECUTIVE
COMPANY,
a Delaware corporation
                                                  /s/ K. Suriyakumar
By: /s/ S. Chandramohan                           ______________________________
   ________________________________________       Kumarakulasingam Suriyakumar
       Sathiyamurthy Chandramohan                 Address: 2401 Via Diablo
                                                          ______________________
Title: Chairman and Chief Executive Officer               Diablo, CA 94528
                                                          ______________________
 
 
                                       21
 
<PAGE>
 
 
                                    EXHIBIT A
 
                                RELEASE AGREEMENT
 
     I understand that my position with American  Reprographics  Company ("ARC")
terminated  effective  _______________  (the "Separation  Date"). ARC has agreed
that if I choose  to sign this  Agreement,  ARC will pay me  severance  benefits
(minus the standard  withholdings  and deductions)  pursuant to the terms of the
Executive  Employment  Agreement  entered  into on  __________  __, 2004 between
myself and ARC (the "Severance Benefits). I understand that I am not entitled to
the  Severance  Benefits  unless I sign this  Agreement.  I  understand  that in
addition to the Severance Benefits, ARC will pay me all of my accrued salary and
vacation, to which I am entitled by law.
 
     In  consideration  for the  Severance  Benefits I am  receiving  under this
Agreement,  I agree not to use or disclose any of ARC's proprietary  information
without  written  authorization  from ARC,  to  immediately  return all  Company
property and documents  (including all  embodiments of proprietary  information)
and all copies  thereof in my possession or control,  and to release ARC and its
officers, directors, agents, attorneys, employees,  shareholders, and affiliates
from  any and  all  claims,  debts,  liabilities,  demands,  causes  of  action,
attorneys' fees, damages, or obligations of every kind and nature,  whether they
are  known  or  unknown,  arising  at any time  prior  to the  date I sign  this
Agreement. This general release includes, but is not limited to: all federal and
state  statutory and common law claims,  claims  related to my employment or the
termination  of my employment or related to breach of contract,  tort,  wrongful
termination,  discrimination,  wages  or  benefits,  or  claims  for any form of
compensation. This release is not intended to release any
 
                                       22
 
<PAGE>
 
claims  I  have  or  may  have  against  any of the  released  parties  for  (a)
indemnification as a director,  officer, agent or employee under applicable law,
charter  document or agreement,  (b) severance  and other  termination  benefits
under my employment  agreement and any related written documents,  (c) health or
other insurance  benefits based on claims already submitted or which are covered
claims  properly  submitted  in the future,  (d) vested  rights  under  pension,
retirement  or  other  benefit  plans,  or (e) in  respect  of  events,  acts or
omissions occurring after the date of this Release Agreement.
 
     In releasing  claims unknown to me at present,  I am waiving all rights and
benefits under Section 1542 of the  California  Civil Code, and any law or legal
principle of similar effect in any jurisdiction:
 
               "A GENERAL  RELEASE  DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
               DOES NOT  KNOW OR  SUSPECT  TO EXIST IN HIS  FAVOR AT THE TIME OF
               EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
               AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
 
 
     I acknowledge that I am knowingly and voluntarily waiving and releasing any
rights I may have under the  federal Age  Discrimination  in  Employment  Act of
1967, as amended ("ADEA").  I also acknowledge that the consideration  given for
the waiver in the above paragraph is in addition to anything of value to which I
was already  entitled.  I have been advised by this writing,  as required by the
ADEA that:  (a) my waiver and  release do not apply to any claims that may arise
after my signing of this Agreement;  (b) I should consult with an attorney prior
to  executing  this  release,  (c) I have  twenty-one  (21) days within which to
consider this release (although I may choose to voluntarily execute this release
earlier);  (d) I have seven (7) days  following the execution of this release to
revoke the Agreement;  (e) this Agreement will not be effective until the eighth
day after this Agreement has been signed both by me and by ARC
 
                                       23
 
<PAGE>
 
 
("Effective  Date");  and I will not be paid any of the Severance Benefits until
this Agreement has become effective.
 
     This Agreement constitutes the complete,  final and exclusive embodiment of
the entire agreement between ARC and me with regard to the subject matter hereof
I am not relying on any promise or  representation  by ARC that is not expressly
stated  herein.  This Agreement may only be modified by a writing signed by both
me and a duly  authorized  officer  of ARC.  I accept and agree to the terms and
conditions stated above:
 
AMERICAN REPROGRAPHICS                         EXECUTIVE
COMPANY, a Delaware corporation
 
 
By:                                            _________________________________
   ______________________________              Kumarakulasingam Suriyakumar
 
   _________________________                   Address:
                                                        ________________________
 
Title:  ___________________________                     ________________________
 
 
                                       24
 
 
 
</TEXT>
</DOCUMENT>

 

 #Top of the Document

 EX-10.38 4 f18426exv10w38.htm EXHIBIT 10.38

 

EXHIBIT 10.38

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

     This First Amendment to Employment Agreement is effective as of November 18, 2005 and is entered into by and between American Reprographics Company, a Delaware corporation (“ARC”) as the employer, and Kumarakulasingam Suriyakumar (“Executive”), as the employee.

     This First Amendment is entered into with reference to the following facts:

     ARC and Executive entered into an Employment Agreement dated January 7, 2005 (“Agreement). The parties agreed on November 18, 2005 to clarify Section 3(b) of the Agreement and this First Amendment is entered into to memorialize that agreement.

Now therefore, the parties agree as follows:

 

1.

 

Section 3(b)(iii) of the Agreement is amended in full to read as follows:

 

 

 

 

 

 

 

(iii) The Incentive Bonus shall be paid in cash or ARC common stock, or partly in each, as elected by Executive by notice to ARC delivered not more than 40 days after the close of each fiscal year. To the extent that such Incentive Bonus is paid in cash, it shall be paid no later than 60 days after the close of such fiscal year. To the extent that such Incentive Bonus is paid in ARC common stock, such stock shall be valued as of any business day (“valuation date”) determined by ARC which is after the date of election by Executive but is not later than 60 days after the close of such fiscal year, using the average of the closing prices of ARC common stock on the New York Stock Exchange for the 10 trading days immediately preceding the valuation date. Such shares shall be issued forthwith after the approval of the calculation of the number of shares to be issued to Executive by the Compensation Committee of the Board of Directors of ARC at its first meeting following the valuation date, but in no event shall such shares be issued later than two and one-half months after the close of such fiscal year, provided, however, that as a condition to receiving ARC common stock Executive must deposit with ARC on the date of issuance cash in the amount, if any, by which the total of employee withholding taxes required to be withheld with respect to the entire Incentive Bonus exceeds the cash portion of the Incentive Bonus available for withholding. To be eligible to receive a bonus, Executive must have been employed by ARC during the entire fiscal year to which such Incentive Bonus relates.

 

size=2 width="100%" noshade color=gray align=center>
 

 

 

2.

 

In all other respects the Employment Agreement remains in full force and effect without modification.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment to Employment Agreement as of the date first hereinabove set forth.

 

 

 

 

 

 

AMERICAN REPROGRAPHICS COMPANY,
a Delaware corporation
 

 

 

By:  

/s/ Sathiyamurthy Chandramohan  

 

 

 

Name:  

S. Chandramohan 

 

 

 

Title:  

CEO 

 

 

 

 

 

 

 

 

 

EXECUTIVE
 

 

 

/s/ Kumarakulasingam Suriyakumar  

 

 

Kumarakulasingam Suriyakumar 

 

 

 

 

 

 

 

Top of the Document

 

EX-99.2 3 f18905exv99w2.htm EXHIBIT 99.2

 

EXHIBIT 99.2

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

     This Second Amendment to Employment Agreement is effective as of March 17, 2006 and is entered into by and between American Reprographics Company, a Delaware corporation (“ARC”) as the employer, and Kumarakulasingam Suriyakumar (“Executive”), as the employee.

     This Second Amendment is entered into with reference to the following facts:

     ARC and Executive entered into an Employment Agreement dated January 7, 2005 (“Agreement). The parties entered into a First Amendment to the Agreement effective as of November 18, 2005. The parties now wish to enter into this Second Amendment to amend Section 3(b) of the Agreement, as amended.

Now therefore, the parties agree as follows:

 

1.

 

A new Section 3(b)(iv) is added to the Agreement to read as follows:

 

 

 

 

 

 

 

(iv) Notwithstanding anything to the contrary contained in this Section 3(b), Executive waives the Incentive Bonus otherwise earned for the fiscal year ending December 31, 2006 and payable during the fiscal year ending December 31, 2007. All other provisions of Section 3(b), including the method of calculation of an Incentive Bonus, shall remain in full force and effect with respect to any Incentive Bonus which may be earned for the fiscal year ending December 31, 2007 or thereafter.

 

 

 

 

 

2.

 

In all other respects the Employment Agreement remains in full force and effect without modification.

     IN WITNESS WHEREOF, the undersigned have executed this Second Amendment to Employment Agreement as of the date first hereinabove set forth.

 

 

 

 

 

 

AMERICAN REPROGRAPHICS COMPANY,
a Delaware corporation
 

 

 

By:  

/s/ S. Chandramohan  

 

 

 

Name:  

S. Chandramohan 

 

 

 

Title:  

CEO 

 

 

 

 

 

 

 

 

 

EXECUTIVE
 

 

 

/s/ Kumarakulasingam Suriyakumar  

 

 

Kumarakulasingam Suriyakumar 

 

 

 

 

 

 

 

Exhibit 99.1

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

This Third Amendment to Employment Agreement is entered into by and between American Reprographics Company, a Delaware corporation (“ARC”) as the employer, and Kumarakulasingam Suriyakumar (“Executive”), as the employee, on July 27, 2007.

This Third Amendment is entered into with reference to the following facts:

ARC and Executive entered into an Employment Agreement dated January 7, 2005 (“Agreement”). The parties entered into a First Amendment and Second Amendment to the Agreement effective as of November 18, 2005 and March 17, 2006, respectively. Effective as of June 1, 2007, Executive was appointed as ARC’s Chief Executive Officer, and the parties now wish to enter into this Third Amendment to amend the Agreement, as previously amended.

Now therefore, the parties agree as follows:

 

1.

 

Section 1(a) is amended to read as follows:

(a) ARC hereby employs Executive as its Chief Executive Officer and President, and Executive agrees to serve ARC in such capacity, upon the terms and conditions set forth herein.

 

2.

 

Section 1(b) is amended to read as follows:

 

 

 

 

 

 

 

Executive shall report to the Board of Directors of ARC (“Board”). Executive’s primary responsibilities shall be (i) to be responsible for developing long range corporate goals and for creating strategies to achieve those goals, for general corporate development, and for mergers and acquisitions, (ii) to perform other duties commonly incident to the office of Chief Executive Officer and President of a publicly traded company, and (iii) to perform such other duties and have such other powers as the Board shall designate from time to time. Executive shall have the authority generally incident and necessary to perform such duties. Executive will be the head of ARC’s executive team.

 

 

 

 

 

3.

 

Section 2 is amended to replace “the third (3rd) anniversary of the Effective Date” with “February 9, 2011.”

 

 

 

 

 

4.

 

Section 3(a) is amended to replace the third sentence in its entirety with the following:

 

 

 

 

 

 

 

Base Salary shall be subject to annual review by the Compensation Committee of ARC’s Board of Directors (the “Compensation Committee”) during the term of this Agreement, and may be adjusted based upon the financial performance of ARC or the personal performance of Executive, but in no event shall Base Salary be less than $650,000 per year during the term of this Agreement.

 

 

<hr size=2 width="100%" noshade color="#aca899" align=center>

 

5. Section 3(b)(ii) is amended to replace “each fiscal year of ARC ending December 31, 2005, 2006 or 2007” with “each fiscal year of ARC ending December 31, 2005 through and including December 31, 2010.”

6. Section 8 is amended to replace “approved by ARC’s CEO” with “approved by the Board.”

7. Section 9(a) is amended to replace “provided that ARC’s CEO has given written consent” with “provided that the Board has given its consent.”

8. Sections 11(c)(i) and 11(c)(viii) are amended to replace “ARC’s CEO” with “the Board.”

9. Section 11(e)(ii) is amended to read as follows:

(ii) a reduction in Executive’s compensation as established under this Agreement, without Executive’s express written consent; or

10. Section 11(e)(iii) is deleted in its entirety.

11. Section 11(e)(iv) is amended to replace “clauses (i) through (iii)” with “clauses (i) or (ii).”

12. Section 12(a) is amended to read as follows:

(a) Basic Benefits. Upon expiration or termination of this Agreement for any reason, and subject to the provisions of Section 12(e), Executive will be entitled to: (i) payment for all Base Salary and unused vacation accrued and prorated, but unpaid, as of the effective date of termination, provided that payment for such amounts will be made no later than 30 days after the effective date of termination, (ii) payment, when due, of any earned but unpaid Incentive Bonus for the preceding fiscal year, (iii) any unreimbursed business expenses authorized by this Agreement, provided that such reimbursement will be paid to Executive no later than 30 days after the effective date of termination, (iv) continuation of any benefits under Section 6(a) as required by applicable law (e.g., COBRA), and (v) such rights as then exist with respect to then vested stock options, restricted stock or other rights under similar plans.

13. Section 12 is amended by the addition of a new subsection (f) to read as follows:

(f) 409A Compliance.

(i) 6-Month Delay Rule. Except as provided in paragraph (ii) below, in the event that Executive is a “specified employee” (as defined in Section 409A(a)(2)(B)(i) of the Code and regulations thereunder) at the time of the termination of his employment with ARC, payment of all amounts subject to

 

2

<hr size=2 width="100%" noshade color="#aca899" align=center>

 

Section 409A of the Code that would otherwise be made under Section 12 of this Agreement, including any installments, may not be paid before a date that is six months and two days after the date of termination from employment (including death). Such amounts that otherwise would have been paid during such six-month period will be paid as of the date that is six months and two days after the date of employment termination.

(ii) Exception. In the event that payment of amounts under Section 12 of this Agreement at the time(s) of payment specified under its terms (without regard to this Section 12(f)) does not cause any amount of the payment to fail to comply with the provisions of Section 409A of the Code, and does not result in any excise tax or additional tax penalty under Section 409A, then the six-month delay rule of paragraph (i) above will not apply and payment of such amounts will be made at the time(s) specified under the applicable terms of Section 12 of this Agreement without regard to this Section 12(f).

(iii) General Compliance. During the term of this Agreement, ARC and Executive agree to modify and administer the Agreement to the extent possible to comply with Section 409A of the Code and to avoid incurring any excise and other additional tax liability that might be imposed on Executive or ARC.

14. Section 16 is amended to replace “Chief Executive Officer” with “Chief Financial Officer.”

15. In all other respects the Agreement, as previously amended, remains in full force and effect without modification.

IN WITNESS WHEREOF, the undersigned have executed this Third Amendment to Employment Agreement as of the date first hereinabove set forth.

 

 

 

 

 

 

 

AMERICAN REPROGRAPHICS COMPANY,

 

 

a Delaware corporation

 

 

 

 

 

 

 

By:

 

/s/ Jonathan R. Mather

 

 

 

 

 

 

 

Name: Jonathan R. Mather

 

 

Title: CFO

 

 

 

 

 

 

 

EXECUTIVE

 

 

/s/ Kumarakulasingam Suriyakumar

 

 

 

 

 

Kumarakulasingam Suriyakumar

 

3

Top of the Document

 

EX-10.1 2 c82469exv10w1.htm EXHIBIT 10.1

Exhibit 10.1

FOURTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

This Fourth Amendment to Executive Employment Agreement (this “Amendment”) is entered into by and between American Reprographics Company, a Delaware corporation (“ARC”) as the employer, and Kumarakulasingam Suriyakumar, 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 January 7, 2005, as amended (“Agreement”), under which Executive is employed as Chief Executive Officer and President of ARC. 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) Executive agrees to a voluntary reduction in the amount of base salary payable to Executive pursuant to Section 3(a) shall be reduced by fifty percent (50%) (theBase Salary Reduction”) effective as of March 7, 2009 until modified through further amendment of this Agreement (the “Effective Period”). Notwithstanding anything to the contrary contained in this Section 3(a)(i), if Executive’s employment with ARC is terminated other than for Cause during the Effective Period, any Base Salary severance benefits payable to Executive under Sections 12(a), (c) or (d) of the Agreement shall be calculated based on the amount of Base Salary set forth in Section 3(a), without taking into account the Base Salary Reduction.”

3. A new Section 3(b)(v) is added to Section 3(b) of the Agreement (Incentive Bonus) as follows:

“(v) Notwithstanding anything to the contrary contained in this Section 3(b), Executive waives any Incentive Bonus that may be earned by Executive for the fiscal year ending December 31, 2009 and payable during the fiscal year ending December 31, 2010.”

4. Except as specifically set forth in this Amendment, the Agreement remains in full force and effect without modification.

 

1

size=2 width="100%" noshade color=gray align=center>
 

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first hereinabove set forth.

AMERICAN REPROGRAPHICS COMPANY,
a Delaware corporation

By: /s/ Jonathan R. Mather
Name: Jonathan R. Mather
Title: Chief Financial Officer

EXECUTIVE

/s/ Kumarakulasingam Suriyakumar
Kumarakulasingam Suriyakumar

2

 

2