Exhibit 14
WALBRO CORPORATION
MODEL AMENDMENT TO
THE TERMINATION AND CHANGE OF CONTROL AGREEMENT
(Level I)
WHEREAS, WALBRO CORPORATION, a Delaware corporation (the "Company") and
________________________ (the "Executive") entered into that certain Termination
and Change of Control Agreement dated as of the _____ day of _________________,
199__ (the "Termination Agreement"); and
WHEREAS, the Board of Directors of the Company (the "Board") has determined
that it is in the best interests of the Company and its shareholders to further
assure, by amending the Termination Agreement for the 1999 calendar year, that
the Company will have the continued dedication of the Executive, notwithstanding
the possibility, threat or occurrence of a Change of Control (as defined in the
Termination Agreement) of the Company during such calendar year;
WHEREAS, the Board and the Executive intend (i) for the Termination
Agreement to continue to apply, as originally entered into by the parties
hereto, until the date of a Change of Control (as defined in the Termination
Agreement) of the Company, if any, during the 1999 calendar year, and (ii) for
this Amendment to the Termination Agreement (the "Amendment") to apply only as
of the date of such Change of Control, if any, and to automatically terminate on
December 31, 1999, in the absence of a Change of Control during such calendar
year.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Definitions. For purposes of this Amendment, the definitions of terms
contained in the Termination Agreement hereby are incorporated by reference,
except to the extent that any term is specifically defined in this Amendment.
"Welfare Plan Benefits" shall mean (i) such benefits as are provided under
the Walbro Corporation Employees' Welfare Benefit Plan, including medical,
dental and vision benefits, life insurance, accidental death and dismemberment,
short-term disability and long-term disability insurance, and (ii) such
additional executive disability coverage as is provided by various underwriters,
including Provident, Monarch or Unum as applicable.
2. Effective Date, Term and Application. This Amendment is entered into
effective January 1, 1999. Unless otherwise agreed upon in writing by the
Company and the Executive prior to December 31, 1999, this Amendment shall be
operative only in the event of a Change of Control of the Company occurring on
or prior to December 31, 1999 (the "Operative Period").
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3. Amendments.
(a) Section 8 of the Termination Agreement is amended in its entirety
to read as follows:
"8. Termination by the Company Without Cause and Termination by
Executive for Good Reason During the Extended Employment Period
Upon an Executive's Date of Termination during the Extended Employment
Period by the Company without Cause (other than for non-renewal of the Term
of the Employment Agreement) or voluntarily by the Executive for Good
Reason, the Term of this Termination Agreement will immediately terminate
and all obligations of the Company and Executive under Sections 1 through 5
of this Termination Agreement and under the Employment Agreement will
immediately cease; provided, however, that subject to the provisions of
Section 13(c) the Company shall pay Executive (or his or her
beneficiaries), and Executive (or his or her beneficiaries) shall be
entitled to receive, the following:
(a) the Company shall pay to the Executive in a lump sum in cash
within thirty (30) days after the Date of Termination the aggregate of the
following amounts:
(i) the sum of (1) the Executive's Annual Base Salary through
the Date of Termination to the extent not theretofore
paid, and (2) the product of (x) ____________ percent
(__%) of the Executive's Annual Base Salary ("Highest
Annual Bonus") and (y) a fraction, the numerator of which
is the number of days in the current fiscal year through
the Date of Termination, and the denominator of which is
365;
(ii) the amount equal to the product of (1) three and (2) the
sum of (x) the Executive's Annual Base Salary and (y) the
Highest Annual Bonus;
(iii) an amount equal to the actuarial equivalent (determined in
accordance with the provisions of the SERP) of the benefit
under the SERP which the Executive would receive assuming
for this purpose that the Executive's employment continued
for three (3) years after the Date of Termination and
assuming that the Executive's compensation in each of the
three years is that required by Section 3 of the
Termination Agreement plus the Executive's Highest Annual
Bonus;
(iv) in lieu of any payment in respect of performance shares,
or other long term incentive awards (including awards of
phantom shares
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under the EBP) granted prior to the Extension Date or in
accordance with Section 4(a) of the Termination Agreement,
for any performance period not completed at the
Executive's Date of Termination, an amount equal to the
cash amount payable plus the value of any shares of Common
Stock or other property (valued at the Date of
Termination) payable upon the achievement of maximum
performance (or in the case of phantom shares, target
performance under the EBP) in respect of each tranche of
such performance shares or awards without proration as if
the Date of Termination were the end of the performance
period;
(v) a cash amount will be paid equal to the value at the Date
of Termination of any phantom shares of Common Stock
credited to Executive's deferral accounts under deferral
arrangements authorized under the Employment Agreement at
the Date of Termination, less applicable withholding taxes
under Section 14(i) of the Employment Agreement; provided,
however, that the Company may instead settle such accounts
by directing the Trustee to distribute the assets of the
"rabbi trust" and the Company shall be relieved of its
obligation under this Employment Agreement and the
Termination Agreement to the extent that assets are so
distributed. Such amounts shall be paid or distributed as
promptly as practicable following such Date of
Termination, without regard to any stated period of
deferral otherwise remaining in respect of such amounts,
and the payment of such amounts shall be deemed to fully
settle such accounts; and
(vi) to the extent not covered in (i), (ii), (iii), (iv) or
(v), all vested, nonforfeitable amounts owing or accrued
at the Date of Termination under any other compensation
and benefit plans, programs, and arrangements in which
Executive theretofore participated will be paid under the
terms and conditions of the plans, programs, and
arrangements (and agreements and documents thereunder)
pursuant to which such compensation and benefits were
granted.
(b) Stock options then held by the Executive will be exercisable and
restricted stock held by the Executive will be vested to the extent and for
such periods, and otherwise governed, by the plans and programs (and the
agreements and other documents thereunder) pursuant to which such stock
options or restricted stock were granted; provided, however, that the stock
options and restricted stock described in Section 5 of the Employment
Agreement shall be fully vested and shall be exercisable to the extent and
for such periods, and otherwise governed by, the provisions of Section 5 of
the Employment Agreement.
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(c) For three (3) years after the Executive's Date of Termination, or
such longer period as may be provided by the terms of the appropriate plan,
program, practice or policy, the Company shall continue Welfare Plan
Benefits to the Executive and/or the Executive's family at least equal to
those which would have been provided to them in accordance with the plans,
programs, practices and policies described in Section 4(b) of the
Termination Agreement if the Executive's employment had not been terminated
or, if more favorable to the Executive, as in effect generally at any time
thereafter with respect to other peer executives of the Company and its
affiliated companies and their families, provided, however, that if the
Executive becomes reemployed with another employer and is eligible to
receive medical or other welfare benefits under another employer-provided
plan, the medical and other welfare benefits described herein shall be
secondary to those provided under such other plan during such applicable
period of eligibility. If such plans, programs, or arrangements do not
allow Executive's continued participation, a cash payment equivalent on an
after-tax basis to the value of the additional benefits Executive would
have received under such employee benefit plans, programs, and arrangements
in which Executive was participating immediately prior to the Date of
Termination, as if Executive had received credit under such plans,
programs, and arrangements for service and age with the Company during such
period following Executive's Date of Termination, with such benefits
payable by the Company at the same times and in the same manner as such
benefits would have been received by Executive under such plans (it being
understood that the value of any insurance-provided benefits will be based
on the premium cost to Executive, which shall not exceed the highest risk
premium charged by a carrier having an investment grade or better credit
rating); and
(d) outplacement services the scope and provider of which shall be
selected by the Executive in his sole discretion, provided by the Company
at its sole expense as incurred."
(b) The last sentence of Section 9(e) of the Termination Agreement is
amended in its entirety to read as follows:
"For purposes of this Section, (i) the Executive shall be deemed to
terminate employment for "Good Reason" in the event the Executive separates
from employment with the Company within a period of thirty (30) days
following the date six (6) months after a Change of Control, and (ii) any
good faith determination of "Good Reason" otherwise made by the Executive
shall be conclusive."
4. Application of the Termination Agreement. Except as provided herein, the
Termination Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the Executive has hereunto set his hand and the
Company has caused this instrument to be duly executed as of this ____ day of
_____________, 1999.
WALBRO CORPORATION
By:
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Name:
Title:
[NAME OF EXECUTIVE]
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