ANIMAL HEALTH INTERNATIONAL, INC. AMENDMENT TO DEFERRED STOCK UNIT AWARD AGREEMENT
EXHIBIT
10.5
2007
STOCK OPTION AND INCENTIVE PLAN
AMENDMENT
TO
This
Amendment to the Deferred Stock Unit Award Agreement (the “Amendment”) is made
effective as of _________, 2008, by and between Animal Health International,
Inc., a Delaware corporation (the “Company”), and ____________________ (the
“Grantee”).
W
I T N E S S E T H:
WHEREAS,
the Company and the Grantee entered into a Deferred Stock Unit Award Agreement
(the “Agreement”) effective as of _______________, 200__, pursuant to the terms
of the Animal Health International, Inc. 2007 Stock Option and Incentive Plan
(the “Plan”); and
WHEREAS,
the Company and the Grantee now desire to amend the Agreement for compliance
with Internal Revenue Code Section 409A and the Treasury Regulations
thereunder;
NOW,
THEREFORE, in consideration of the premises, the parties do hereby agree as
follows:
1. Paragraph
4 of the Agreement is hereby amended and restated in its entirety as
follows:
4. Timing
and Form of Payout. The vested DSUs shall be paid out in full
in the form of shares of Stock within 90 days following the Grantee’s
“separation from service” (as determined in accordance with Treasury Regulation
Section 1.409A-1(h)). Notwithstanding the foregoing, in the event the
Company determines that the Grantee is a “specified employee” (as determined in
accordance with Treasury Regulation Section 1.409A-1(i)), any such payment due
under this Paragraph 4 shall not be made before the date that is six months
after the date of such separation from service (or, if earlier, the date of
death of the Grantee).
2. Paragraph
6 of the Agreement is hereby amended and restated in its entirety as
follows:
6. Sale
Event. Notwithstanding anything to the contrary in this
Agreement, in the event of a Sale Event, that constitutes a “change in control
event” (as determined in accordance with Treasury Regulation Section
1.409A-3(i)(5)), prior to the payout of the DSUs pursuant to Paragraph 4, all
DSUs shall be paid out in full in the form of shares of Stock within 90 days
following the Sale Event.
3. Except
as otherwise specifically set forth herein, all other terms and conditions of
the Agreement shall remain in full force and effect.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on
this the _____ day of December, 2008.
By: ________________________________
Its: ________________________________
GRANTEE
____________________________________
