EXECUTIVE EMPLOYMENT AGREEMENT AMENDMENT
Exhibit 10.2
EXECUTIVE EMPLOYMENT AGREEMENT AMENDMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT AMENDMENT (the “Amendment”) is made and entered into as of
April 24, 2008, by and between XXXXX, INC., a North Carolina corporation (the “Company”), and XXXXX
X. XXXXXX (the “Executive”).
Statement of Purpose
The Company and Executive entered into an Executive Employment Agreement dated May 11, 2005
(the “Employment Agreement”). The purposes of this Amendment are to amend the Employment Agreement
for compliance with Section 409A of the Internal Revenue Code and to modify the terms of the
Guaranteed LTIP Amount as defined in the Employment Agreement and in this Amendment.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the
parties hereto hereby agree that the Employment Agreement is amended effective as of the date
hereof as follows:
1. Section 7(b)(iii) of the Employment Agreement is amended in its entirety to read as
follows:
“A single cash payment in an amount equal to the sum of two (2) times the
Executive’s annual Base Salary in effect on the Termination Date plus two (2) times
the Executive’s target bonus under the Company’s Annual Corporate Performance
Incentive Plan for Officers (or any successor plan thereto) in effect on the
Termination Date.”
2. The following sentence is added to the end of the first paragraph of Section 7(b)(iv) of
the Employment Agreement:
“Commencing with the end of the Executive’s COBRA period and until the end of
the (24) month benefit continuation period, for each month that such coverage is in
place, Executive will recognize taxable income equal to the difference between the
premium actually paid by the Executive and the premium that would be paid by a
similarly situated COBRA participant.”
3. A new Section 9(n) is added to the Employment Agreement to read as follows:
“(n) Compliance with Section 409A of the Internal Revenue Code. This Agreement is
intended to comply with Section 409A of the Internal Revenue Code, to the extent
applicable. Notwithstanding any provisions herein to the contrary, this Agreement
shall be interpreted, operated, and administered consistent with this intent. In
that regard, any payments required by this Agreement in connection with the
Executive’s termination of employment shall not be made earlier than six (6) months
after the date of termination to the extent required by Code Section
409A(a)(2)(B)(i).”
4. The third paragraph of Section 2(B) of Schedule 1 to the Employment Agreement is deleted in
its entirety and the following is substituted in lieu thereof:
“• Annual long-term incentive opportunity following 2007. The
Executive shall have a total annual long-term incentive opportunity for each year
during the Employment Term beginning after 2007 equal to 120% of the Executive’s
Base Salary for the year (“the Guaranteed LTIP Amount”) which Guaranteed LTIP Amount
shall be a target incentive award for the performance cycle under the Company’s
Long-Term Incentive Plan for Officers beginning in the applicable year to be
delivered in such form (e.g., awards of stock options, restricted stock, performance
awards, etc.) and subject to such conditions (e.g., time-based or performance-based
vesting requirements) as generally applicable to other executive officers of the
Company and as approved by the Compensation Committee of the Board of Directors.”
5. Except as expressly or by necessary implication amended hereby, the Employment Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by its duly authorized
officer, and Executive has hereunto set his hand, all as of the day and year first above written.
| “Company” XXXXX, INC. |
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| By | s/ Xxxx X. Xxxxx | |||
| Xxxx X. Xxxxx | ||||
| Senior Vice President | ||||
| “Executive” |
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| s/ Xxxxx X. Xxxxxx | ||||
| Xxxxx X. Xxxxxx | ||||
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