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EXHIBIT 10.18
AMENDMENT NO. 1
TO
EXECUTIVE SEVERANCE AGREEMENT
(THE "AGREEMENT")
Reference is made to the Agreement between you (the "Executive") and
the undersigned Corporation with respect to certain severance arrangements which
apply only in the event that a Change in Control of the Corporation occurs after
the date of the Agreement.
Capitalized terms used herein shall have the meanings given to them in
the Agreement unless expressly provided otherwise.
As an inducement to the Executive to continue his employment with the
Corporation, the Agreement is hereby amended as follows:
A. Paragraph 18 of the Agreement is amended in its entirety to
state:
Absent a change in control or unless extended in writing by
the parties hereto, this Agreement shall expire on January 14,
2001.
B. The last sentence of Paragraph 6.a. is deleted in its entirety
and the following provision substituted therefor:
Any election by the Executive pursuant to this paragraph shall
be made by the Executive and submitted to the Corporation by
the thirtieth (30th) day following the Termination Date, and
the Corporation shall pay to the Executive the Severance
Benefits specified in such election in one (1) or two (2)
installments, as the case may be, the first installment to be
in an amount equal to the maximum amount which can be paid to
the Executive which does not, in combination with all other
compensation received by the Executive in the same fiscal
year, exceed the deductible limit for the Executive's
compensation under Internal Revenue Code Section 162(m). The
first installment shall be paid within (5) business days of
receipt of such election, and the second installment, if
needed, which shall equal the balance, if any, due to the
Executive under such election, shall be paid within ten (10)
days of the close of the Corporation's fiscal year in which
the first installment was paid.
C. Paragraph 6.c is deleted in its entirety and the following
provision substituted therefor:
For purposes of this Paragraph 6, Present Value means the
value determined under the rules provided in Proposed Treasury
Regulations under Section 280G of the Code, and Base Amount
means the average annual compensation payable to the Executive
by the Corporation and includable in the Executive's
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gross income for Federal income tax purposes during the
shorter of the period consisting of the most recent five
taxable years ending before the date of any Change in Control
or the portion of such period during which the Executive was
an employee.
Except as specifically provided in this Amendment No. 1, the provisions
of the Agreement remain unchanged and in full force and effect.
IN WITNESS WHEREOF, this Amendment No. 1 is executed by or on behalf of
the undersigned as of October 15, 1998.
TRANSTECHNOLOGY CORPORATION
By: _______________________________
Xxxxxxx X. Xxxxxxxxx
Chairman, President and
Chief Executive Officer
Accepted and agreed:
________________________________
Employee Signature
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