Exhibit 10(b)
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
This Third Amendment to Employment Agreement is dated as of December 27, 2006
(this "Amendment") by and between Xxxxxxx Company, a placeStateMichigan
corporation (the "Company"), and Xxxxx X. Xxxxxxx (the "Executive").
WHEREAS the Company and the Executive are parties to an Employment
Agreement (the "Employment Agreement") dated as of April 19, 2000, as amended
pursuant to an Amendment dated as of June 30, 2005 and a Second Amendment dated
as of September 9, 2006.
WHEREAS the Compensation Committee has determined that it is appropriate
to amend the Employment Agreement to revise the changes made by the Second
Amendment with respect to section 409A of the Internal Revenue Code.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants, promises and representations set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are acknowledged,
the parties agree as follows:
1. AMENDMENT.
(a) The change made by Section 1(g) of the Second Amendment (which deleted
the extension of the stock options) is hereby rescinded as it applies to
the Executive's stock options that were granted in 2001 and 2003.
(b) The changes made by the third, fourth and fifth sentences of Section
1(h) of the Second Amendment (which relate to section 409A of the Internal
Revenue Code) are hereby rescinded as they apply to the Executive's stock
options that were granted in 2001 and 2003. After final regulations are
issued under section 409A of the Internal Revenue Code, the parties intend
to take appropriate actions to cause the Executive's stock options to
comply with section 409A.
2. EFFECT OF AMENDMENT. Except to the extent expressly amended hereby, the
Employment Agreement shall remain in full force and effect in all
respects.
3. APPLICABLE LAW. This Amendment shall be governed by and construed and
enforced in accordance with the laws of the State of placeStateMichigan,
without giving effect to any choice of law or conflict of law provision or
rule that would cause the application of the laws of any other
jurisdiction.
4. COUNTERPARTS. This Amendment may be executed in one or more
counterparts (including counterparts executed and delivered by facsimile,
which shall be as counterparts executed and delivered manually), all of
which shall be considered one and the same agreement and shall become
effective when one or more counterparts have been signed by each of the
parties and delivered to the other party, it being understood that all
parties need not sign the same counterpart.
1
IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto
as of the day and year first written above.
XXXXXXX COMPANY
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------
Name: Xxxxxxx Xxxxxxx
Title: Sr. V.P. Global Human Resources
XXXXX X. XXXXXXX
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------
2
