-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BD0/MvTjuLBOlMcc//LTwg59NScAmqQtTv92RkKqKVB4XRWiNAJ8HvIg2u89iWsD SBwBIc8nwy6WGj0/rBr8hw== 0000215419-10-000026.txt : 20100322 0000215419-10-000026.hdr.sgml : 20100322 20100322165318 ACCESSION NUMBER: 0000215419-10-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100317 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100322 DATE AS OF CHANGE: 20100322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHECKPOINT SYSTEMS INC CENTRAL INDEX KEY: 0000215419 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 221895850 STATE OF INCORPORATION: PA FISCAL YEAR END: 1207 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11257 FILM NUMBER: 10697013 BUSINESS ADDRESS: STREET 1: 101 WOLF DR STREET 2: P O 188 CITY: THOROFARE STATE: NJ ZIP: 08086 BUSINESS PHONE: 856-384-2460 MAIL ADDRESS: STREET 1: 101 WOLF DRIVE CITY: THOROFARE, STATE: NJ ZIP: 08086 8-K 1 form8k1stamendrvdm.htm FORM 8-K MARCH 2010 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT R VAN DER MERWE form8k1stamendrvdm.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): March 17, 2010
 
CHECKPOINT SYSTEMS, INC.
(Exact name of Registrant as specified in its Articles of Incorporation)

 
Pennsylvania
  
22-1895850
  
 
(State of Incorporation)
  
(IRS Employer Identification No.)
  

 
101 Wolf Drive, PO Box 188, Thorofare, New Jersey
  
08086
  
 
(Address of principal executive offices)
  
(Zip Code)
  

 
856-848-1800
  
 
(Registrant’s telephone number, including area code)
 
  
N/A
 
 
(Former name or address, if changed since last report)
 
     
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
      240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
      240.13e-4(c))
 

 



 
 
 
 
 
Item 5.2     Compensatory Arrangements of Certain Officers
 
On March 17, 2010, Checkpoint Systems, Inc. (the “Company”), and Robert P. van der Merwe entered into a First Amendment (the “Amendment) to Mr. van der Merwe’s Employment Agreement dated December 27, 2007 (the “Agreement”).   The Amendment provides for an extension of the initial term of the Agreement to December 31, 2012 and provides for corresponding changes to maintain the vesting terms of stock options and restricted stock..
 
The above summary of the material terms of the Amendment is qualified by reference to the text of the Amendment, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
 
 
Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits
 
The following exhibit is filed with this Current Report on Form 8-K:
 
Exhibit No.       Description
 
 
10.1                First Amendment to Employment Agreement by and between Checkpoint Systems, Inc.
                        and Robert P. van der Merwe dated March 17, 2010.
 
Signatures
  
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
     
 
CHECKPOINT SYSTEMS, INC.
 
Dated:  March 22, 2010
    
   
By:     /s/ John R. Van Zile
Title:  Senior Vice President,
          General Counsel and Secretary




 
 
 


Checkpoint Systems, Inc.

 
Index of Exhibits

 
Exhibit
Number          Description
 
 
10.1             First Amendment to Employment Agreement by and between Checkpoint Systems, Inc.
                     and Robert P. van der Merwe dated March 17, 2010.



 
 
 

EX-10.1 2 exhibit101.htm FIRST AMENDMENT TO EMPLOYMENT AGREEMENT R. VAN DER MERWE exhibit101.htm
 
CHECKPOINT SYSTEMS, INC.
First Amendment to Employment Agreement
Dated: March 17, 2010
 
WHEREAS, Checkpoint Systems, Inc. (the “Company”), and Robert P. van der Merwe (“Executive”) entered into an Employment Agreement, dated December 27, 2007 (the “Agreement”); and
 
WHEREAS, the Company and Executive now wish to amend the Agreement in accordance with the provisions of Section 18 to provide for a renewal of the term of the Agreement.
 
NOW, THEREFORE, in consideration of the foregoing, of the mutual premises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree to amend the Agreement as set forth herein.
 
FIRST:     Section 1 shall be amended to read as follows:
 
“Executive hereby agrees to be employed as Chairman of the Board of Directors, (effective January 1, 2009), President and Chief Executive Officer of Company effective as of December 27, 2007 (the “Commencement Date”), and Company hereby agrees to retain Executive as Chairman of the Board of Directors, President and Chief Executive Officer commencing as of such date.  By executing this Agreement the Company confirms that the Board of Directors has approved this Agreement.  The term of Executive’s employment as Chairman of the Board of Directors, President and Chief Executive Officer under this Agreement (the “Initial Term”) shall be the period commencing on the Commencement Date and ending on December 31, 2012.  The term of employment under this Agreement shall be renewed for successive one (1) year periods ending on each subsequent December 31st (the Initial Term and, if the period of employment is so extended, such successive periods of employment are collectively referred to herein as the “Term”), unless notice of termination (a “Notice of Non-Renewal”) of this Agreement is given by the Company or Executive at least six (6) months prior to the end of the Term, in which case this Agreement shall terminate at the end of the Term.”
 
SECOND:   All references to “the end of the Initial Term” in Sections 6.1 (“Stock Options”) and 6.2 (“Restricted Stock Units”) shall be replaced by “December 31, 2010”.
 
THIRD:        Clause (v) of Section 10.2(b) shall be amended to read as follows:
 
“if Executive ceases involuntarily (other than by reason of death, disability or Termination for Cause) to be the Chairman of the Board of Directors.”
 

 
 
 

FOURTH:    Except as specifically modified herein, the Agreement shall remain in full force and effect in accordance with all of the terms and conditions thereof.
 
 
 
IN WITNESS WHEREOF, the Company and Executive have executed this first amendment to the Agreement as of the date first written above.
 
CHECKPOINT SYSTEMS, INC.
 
 
By:        /s/ R. Keith Elliott                                              
 
Name:  R. Keith Elliott                                                      
 
Title:     Lead Director                                                                
 
 
By:        /s/ John R. Van Zile                                              
 
Name:  John R. Van Zile                                                      
 
Title:     Sr VP, General Counsel       
 

ROBERT P. VAN DER MERWE
 
By:       /s/ Robert P. van der Merwe

 
 
 

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