AMENDMENT TO EMPLOYMENT AGREEMENT (STANLEY M. BERGMAN)

EXHIBIT 10.2

AMENDMENT TO EMPLOYMENT AGREEMENT

(XXXXXXX X. XXXXXXX)

THIS AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is dated as of September 30, 2008 (the “Effective Date”) by and between XXXXX XXXXXX, INC., a Delaware corporation (the “Company”), and XXXXXXX X. XXXXXXX (“Xxxxxxx”).

WHEREAS, Xxxxxxx is currently Chairman of the Board of Directors and Chief Executive Officer and President of the Company, and Xxxxxxx and the Company previously had entered into an Employment Agreement dated as of January 1, 2003, as subsequently amended as of December 16, 2005 and June 30, 2008 (the “Agreement”);

WHEREAS, the Company and Xxxxxxx wish to amend and restate the Agreement to reflect changes that are necessary or advisable to comply with Section 409A of the Internal Revenue Code (“Section 409A”);

WHEREAS, the Company and Xxxxxxx are in the process of reviewing and considering the Section 409A changes and wish to utilize the additional time available under the law to make such changes;

WHEREAS, pursuant to Section 1.2 of the Agreement, the Company must give Xxxxxxx notice of a three-year extension of the Agreement (the “Extension Notice”) by September 30, 2008 and Xxxxxxx must advise the Company if he does not wish to extend the employment period within 90 days after such Extension Notice is given;

WHEREAS, in order for the parties to have additional time to review and consider the Section 409A changes and to make any additional changes as the parties may mutually agree, and pursuant to and in accordance with Section 10(c) of the Agreement, the parties now desire to amend the Agreement to provide that the Extension Notice may be provided by the Company to Xxxxxxx no later than October 31, 2008, and Xxxxxxx’x notice of non-extension must be provided to the Company no later than December 15, 2008.

NOW, THEREFORE, in consideration of the foregoing, the Company and Xxxxxxx agree as follows:

Effective as of September 30, 2008, Section 1.2 of the Agreement shall be amended in its entirety to read as follows:

“1.2             EMPLOYMENT PERIOD. Xxxxxxx’x employment shall be for the period (the “Employment Period”) commencing on the Effective Date, and ending on the earlier of (i) December 31, 2008, as such date may be extended as provided below, or (ii) the date on which Xxxxxxx'x employment is terminated earlier pursuant to Section 4 hereof. The Employment Period may be extended by the Company from time to time for successive three-year periods by giving Xxxxxxx notice (an “Extension Notice”) thereof at least six months but not more than twelve months prior to the date that the then applicable Employment Period is to expire. Notwithstanding the preceding sentence, the Employment Period shall not be extended if Xxxxxxx, within 90 days after any Extension Notice is given, advises the Company that he chooses not to extend the Employment Period (“Xxxxxxx’x Non-Extension Notice”). The date on which the Employment Period is scheduled to expire pursuant to whichever shall be the later of clause (i) above or the extended date as provided above is hereinafter referred to as the “Employment Expiration Date.” Notwithstanding anything herein to the contrary, in order to allow the Company and Xxxxxxx additional time to amend the Employment Agreement to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the guidance issued thereunder, the Extension Notice may be provided by the Company to Xxxxxxx no later than October 31, 2008 and Xxxxxxx’x Non-Extension Notice must be provided to the Company no later than December 15, 2008.”

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of September 30, 2008.

XXXXX XXXXXX, INC.

	By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name: Xxxxxxx X. Xxxxxxxx
	Title:   Senior Vice President and General Counsel
	/s/ Xxxxxxx X. Xxxxxxx
	Xxxxxxx X. Xxxxxxx