Exhibit 10.14
AMENDMENT NO. 2
TO
WABCO HOLDINGS INC. CHANGE OF
CONTROL SEVERANCE PLAN
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, effective as of December 31, 2008:
1. Section V of the Plan shall be
amended in its entirety to read as follows:
“All severance payments
hereunder shall be paid in a single lump sum five (5) business
days following the Participant’s termination of employment,
except that if the Participant is a ‘specified
employee’ (as defined below) and the severance benefits
payable to such Participant hereunder do not qualify as a
short-term deferral not subject to Section 409A, such lump sum
payment shall be made six months and a day following the date of
the Participant’s employment termination. For purpose of this
Plan, a ‘specified employee’ shall have the meaning set
forth in Treas. Reg. Section 1.409A-1(i), except that
‘compensation’ shall be defined using the rule provided
in Treas. Reg. Section 1.415(c)-2(g)(5)(ii).”
2. Section VI of the Plan shall
amended by deleting the last sentence of such Section in its
entirety and replacing it with the following:
“The parties intend that
continued health coverage under the Company’s plans shall not
constitute a ‘deferral of compensation’ under Treas.
Reg. Section 1.409A-1(b) during the period the Participant
would be entitled to continuation coverage under COBRA (typically
18 months) and that any continued life and accident coverage shall
not constitute a ‘deferral of compensation’ during any
period in which such continued coverage qualifies as a
‘limited payment’ of an ‘in kind’
benef
