HARMAN LETTERHEAD]
Exhibit
10.40
[HARMAN
LETTERHEAD]
August
21, 2008
Dr. X.
Xxxxx Xxxxxx
0000
Xxxxxxxx Xxxxx
Naples,
FL 34113
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Re:
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Internal Revenue Code
Section 409A
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Dear Xx.
Xxxxxx:
In view
of your intention to retire with Xxxxxx International Industries, Inc. and its
subsidiaries (collectively, the Company) on August 31, 2008, this letter
agreement will set forth our understanding regarding the application of Section
409A of the Internal Revenue Code of 1986 (Section 409A) to certain of your
compensation arrangements with the Company.
1.
August 31, 2008 will be treated as the date of your separation
from service from the Company, as that term is defined for purposes of Section
409A.
2.
Because you will be a specified employee within the meaning of Section
409A at the time of your separation from service, the following compensation
items otherwise due to be paid to you on or after August 31, 2008 and prior to
March 1, 2009, will instead be accumulated and paid to you on March 2, 2009 or,
if earlier, the date of your death:
(a) The
monthly pension benefits payable to you under Section 3(g) of your Employment
Agreement with the Company dated November 6, 2006, which were otherwise
scheduled to commence in September 2008.
3.
For purposes of Section 409A, each payment under Paragraph
2(a) above, will be considered one of a series of separate
payments.
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Xxxxxx
International Industries, Inc.
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/s/ Xxxxx Xxxxxx
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By:
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/s/ Xxxx Xxxxxx
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Xx.
Xxxxx Xxxxxx
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Xxxx
Xxxxxx
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Vice
President and Chief HR
Officer
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