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EXHIBIT
10.43
FORM OF
CORNING
INCORPORATED
CHANGE IN CONTROL
AGREEMENT
AMENDMENT NO.
2
Whereas Corning Incorporated (the
“Company”) and
(the “Executive”) entered into that certain Change in
Control Agreement dated October 4, 2000 (the
“Agreement”); and
Whereas the Company and the
Executive amended such Agreement on February 1, 2004
(Amendment No. 1); and
Whereas the Company and the
Executive want to amend the Agreement further to take into account
federal tax law changes under Section 409A of the Internal
Revenue Code of 1986, as amended, and the regulations issued
thereunder.
Now Therefore , the Company and
Executive hereby agree to the following amendments, which shall be
effective as of January 1, 2005:
| 1. |
Section 2(e) of the Agreement is amended by adding the
following provision to the first sentence of such Section after the
first occurrence of “following events”: “,
provided that such event is also ‘a change in the ownership
or effective control of the corporation, or in the ownership of a
substantial portion of the assets of the corporation’ within
the meaning of Section 409A”. |
| 2. |
Section 2 of the Agreement is amended by adding the
following new subsection (l) and sequentially re-lettering the
subsequent subsections: |
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l. |
SECTION 409A . For purposes of this Agreement,
“Section 409A” shall mean Section 409A of the
Internal Revenue Code of 1986, as amended, and the Treasury
regulations and other authoritative guidance issued
thereunder. |
| 3. |
Section 3(b)(ii)(4) is amended by deleting the last
sentence of such Section. |
| 4. |
Section 3(b)(ii)(5) is amended by adding the following new
sentence after the first sentence of such Section: |
Such purchase must take place
and be finalized in the calendar year following the year in which
the Termination Date occurs and, if the Executive is a
“specified employee” (as defined in Section 409A),
on a date that is at least 6 months after the Termination
Date.
| 5. |
Section 3(b)(ii)(7) is amended by replacing such Section
with the following: |
the Executive’s pension
benefit (“Pension Benefit”) will be calculated
under
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