AMENDMENT TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF TITANIUM INCENTIVE PLAN, LLC
EXHIBIT 10.17
This AMENDMENT TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT of Titanium
Incentive Plan, LLC, a Delaware limited liability company, is effective on July 14, 2008.
Capitalized terms used but not defined herein shall have the meaning set forth in the Limited
Liability Company Operating Agreement of the Company dated February 2, 2007 (the “Operating Agreement”).
1. Section 1.6 of the Operating Agreement is amended in its entirety to read as follows:
“1.6 BUSINESS PURPOSE. The purpose of the Company is to purchase and then hold common stock
of TAM for distribution to the employees of TAM or any of TAM’s subsidiary companies, including
Wood Asset Management, Inc., Sovereign Holdings, LLC or National Investment Services, Inc., and to
engage in any lawful act or activity for which a limited liability company may be formed under the
Delaware Limited Liability Company Act. The share grant to the employees of TAM or any of TAM’s
subsidiary companies shall be governed by the share agreement between the grantee and the company.”
2. Section 1.9 of the Operating Agreement is amended in its entirety to read as follows:
“1.9 ADMISSION OF ADDITIONAL MEMBERS. Except as otherwise expressly provided in this
Agreement, no additional members may be admitted to the Company through issuance by the Company of
a new interest in the Company, without the approval of the Managing Member.”
3. Section 1.10 of the Operating Agreement is amended in its entirety to read as follows:
“1.10 MEMBERSHIP INTERESTS. The initial membership interests shall be voting interests, and
upon the acceptance of the TAM share grants, the Company will issue one non-voting membership
interest to each grantee of TAM shares. If any grant of TAM shares is forfeited or terminated for
any reason, the TAM shares subject to such grant that are forfeited shall be available for the
grant of TAM shares to other employees of TAM or any of TAM’s
subsidiary companies.”
4. Section 2.3 of the Operating Agreement is amended in its entirety to read as follows:
“2.3 CHANGES AND AMENDMENTS. The voting membership interest holders shall have the right to
change the Managing Member at anytime by the majority vote of the voting membership interest
holders. Also, the voting membership interest holders may amend, make changes to, or restate this
Agreement at anytime by a majority vote of the voting membership
interest holders.”
5. The following Section 3.3 and Section 3.4 are added to Article 3 of the Operating Agreement to
read in their entirety as follows:
“3.3 DISTRIBUTION IN-KIND. In the event that the TAM shares granted to a non-voting
membership interest holder vest, such holder’s non-voting membership interest shall terminate and
be liquidated, and such holder shall be entitled to an in-kind distribution of the TAM shares in
such holder’s capital account. Following such in-kind distribution and the liquidation of the
holder’s non-voting membership interest, the non-voting membership interest holder shall thereafter
have no rights or interests as member of the Company.”
“3.4 TERMINATION OF EMPLOYMENT. In the event that a non-voting membership interest holder’s
employment with TAM or any of TAM’s subsidiary companies is terminated for any reason other than
the death of such holder (including but not limited to voluntary severance or permanent disability)
and such non-voting membership interest holder is not employed by TAM or any of TAM’s subsidiary
companies, then (a) the non-voting membership interest holder’s non-voting membership interest
shall terminate and be liquidated without any consideration, and such holder shall thereafter have
no rights or interests as member of the Company; and (b) the non-voting membership interest holder
shall forfeit all ownership and rights to the TAM shares that were granted to such holder. In the
event of a non-voting membership interest holder’s death, the beneficiary identified in such
xxxxxx’x XXX share agreement shall have the rights identified in Section 7.1 of this Agreement.”
6. Section 7.1 of the Operating Agreement is amended in its entirety to read as follows:
“7.1 ASSIGNMENT. A voting membership interest holder may sell, assign or otherwise dispose
of all or any part of the holder’s voting membership interest in the Company without restriction.
Except as otherwise provided herein, a non-voting membership interest holder may not sell, assign
or otherwise dispose of any part of the holder’s non-voting membership interest in the Company. A
non-voting membership interest holder may transfer the holder’s non-voting membership interest to
the beneficiary identified in such xxxxxx’x XXX share agreement. Such beneficiary shall have no
right to participate in the business and affairs of the Company, and shall only be entitled to
receive the share of the profits or other compensation by way of income and the return of
contributions to which the non-voting membership interest holder would otherwise be entitled.”
