FIRST AMENDMENT TO THE EMPLOYMENT OFFER LETTER AGREEMENT
Exhibit 10.52
FIRST
AMENDMENT TO THE
THIS FIRST AMENDMENT TO THE EMPLOYMENT
OFFER LETTER AGREEMENT ("Amendment") is entered into this ______ day of
______________ 2008, by and between Xxxxxxxx X. Xxxxx (the "Executive") and
Cabot Microelectronics Corporation (the "Company") and provides as
follows:
WHEREAS, the Executive and the Company
entered into an employment offer letter agreement dated November 17, 2003
("Letter Agreement"); and
WHEREAS, the parties desire to amend
the Letter Agreement to comply with Section 409A of the Internal Revenue Code of
1986, as amended (the "Code") as set forth in this Amendment.
NOW, THEREFORE, in consideration of
these premises and intending to be legally bound, the parties agree that a new
Section 17 is hereby added to the Letter Agreement as follows:
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"17.
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Section
409A of the Code. This offer letter is intended to comply with
Code Section 409A and the interpretive guidance thereunder, including the
exceptions for separation pay arrangements, short-term deferrals,
reimbursements, and in-kind distributions, and shall be administered
accordingly. The offer letter shall be construed and
interpreted in accordance with such
intent.
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For
purposes of clarity, the severance payments provided under the paragraph headed
“Severance” hereof are intended to satisfy the separation pay arrangement
exception under Code Section 409A and, to the extent such exception is
satisfied, no six-month delay (as set forth below) shall be
required.
However,
notwithstanding any provision herein to the contrary, if you would be entitled
to a payment that is not excluded from Code Section 409A under the exceptions
for separation pay arrangements, short-term deferrals, reimbursements, in-kind
distributions, or an otherwise applicable exemption, the payment(s) will be
accumulated and paid to you on the first day of the seventh month following you
termination or, if earlier, on your death to your estate.
The right
to the series of installment payments hereunder is to be treated as a right to a
series of separate payments in accordance with Treas. Reg.
§1.409A-2(b)(2)(iii)."
IN
WITNESS WHEREOF, the undersigned have executed this Amendment effective as of
the date first above written.
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XXXXXXXX
X. XXXXX
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XXXXX
MICROELECTRONICS CORPORATION
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By
Xxxxxxxx
X. Xxxxx
Title
