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Exhibit
10.1
AMENDMENT NO.
1
TO
WABCO HOLDINGS INC. CHANGE
OF CONTROL SEVERANCE PLAN
THIS AMENDMENT NO. 1
is hereby entered into on July 8, 2008.
WHEREAS , WABCO
Holdings Inc. (the “Company”) adopted the WABCO
Holdings Inc. Change of Control Severance Plan (the
“Plan”);
WHEREAS , under
Section X of the Plan, the Company reserves the right to amend the
Plan; and
WHEREAS , the
Compensation, Governance and Nominating Committee of the Board of
Directors of the Company, as the administrator of the Plan, has
determined that it is in the best interest of the Company and its
shareholders to amend the Plan on the terms set forth
herein.
NOW, THEREFORE, the
Plan shall be amended as follows:
| 1. |
Section II of the Plan shall be amended to delete subsection
(C) (“ Base Amount ”) of such Section in
its entirety and to re-letter all subsequent
subsections. |
| 2. |
The third sentence of Section IV of the Plan shall be amended
in its entirety to read as follows: |
“For purposes of this
Section IV, the Applicable Multiplier shall be two (2), except with
respect to the Company’s Chief Executive Officer (the
‘CEO’), the Company’s Chief Financial Officer
(the ‘CFO’), the Company’s Chief HR Officer (the
‘CHRO’) and the Company’s Chief Legal Officer
(‘CLO’), each of whose Applicable Multiplier shall be
three (3).”
| 3. |
The first sentence of Section VI of the Plan shall be amended
by deleting the following: |
“for a period of 12
months from the date of termination (twenty-four (24) months
for the CEO and eighteen (18) months for both the CFO and SVP
– HR)”
And replacing it with the
following:
“for a period of twenty
four (24) months from the date of termination (thirty six
(36) months for each of the CEO, CFO, CHRO and
CLO)”
| 4. |
Section VI of the Plan shall be further amended by adding the
following sentence at the end of such section: |
“Any payments by the
Company in respect of the life, accident and health benefits
provided for in this Section VI shall be made on a monthly basis
and considered in compliance with Section 409A of the Code. If
the Company reimburses a Participant for
the amount of any such
benefit under this Section VI, such reimbursement shall be made
promptly in accordance with Company policy, but in any event on or
before the last day of the Executive’s taxable year following
the taxable year in which the expense or cost was incurred. In no
event shall the amount that the Company pays for any such benefit
in any one year affect the amount that it will pay in any other
year and in no event shall the benefits described in this paragraph
be subject to liquidation or exchange.”
| 5. |
Section IX of the Plan shall be amended by deleting the heading
“Certain Limitations on Payments” and replacing it with
the heading “Certain Additional Payments”. |
| 6. |
Section IX of the Plan shall be further amended by deleting
such Section in its entirety and replacing it with the
following: |
“A. If a Participant
becomes entitled to any payments, rights or benefits (whether
pursuant to the terms of this Plan or any other plan, arrangement
or agreement of the Company or any of its affiliates in which the
Participant participates or under which the Participant is entitled
to receive payments or benefits and whether or not the
Participant’s employment has then terminated (the
‘Payments’)) and if, in connection therewith, it is
determined that (i) part or all of the Payments constitute
‘parachute payments’ under Section 280G of the
Code, and (ii) the payment thereof will cause the Participant
to incur excise tax under Section 4999 of the Code
(‘Excise Ta
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