Exhibit 10.14.1
FIRST AMENDMENT TO “CHANGE
IN CONTROL” AGREEMENT
This Amendment (the
“Amendment”) is made and entered into as of this 5th
day of December, 2008 by and between Arthur J. Gallagher &
Co., a Delaware corporation (the “Company”), and
(the “Executive”) as an amendment to the “Change
in Control” Agreement between the Company and the Executive,
dated as of
(the “Agreement”). This Amendment shall be effective
January 1, 2009.
1. Section 3(e) of the
Agreement is hereby amended to read as follows:
“(e) In the event of the
termination of Executive’s employment as defined in
Section 2 hereof, the Company shall pay to Executive
(i) any unpaid salary or other compensation of any kind earned
with respect to any period prior to Executive’s termination
(including a proportionate share of any bonus for a part of a year
in which the termination, as defined in Section 2 hereof,
occurs), which shall be paid at the same time such amounts would
have been payable had Executive continued in employment with the
Company, and (ii) a lump sum cash payment for accumulated but
unused vacation earned through Executive’s termination,
payable as soon as it is reasonably practicable, but in no event
later than seven days after the date of such
termination.”
2. Section 4(b) of the
Agreement is amended by deleting the fourth sentence therein, and
inserting the following sentence in lieu thereof:
“Any Gross-Up Payment, as
determined pursuant to this Section 4, shall be paid by the
Company to Executive within five days after the receipt by the
Company and Executive of the Accounting Firm’s determination,
but in no event later than the last day of the calendar year
immediately following the calendar year in which the related tax is
remitted to the applicable taxing authority.”
3. The Agreement is hereby amended
by adding a new Section 15 thereto, to read as
follows:
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(a)
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This Agreement
is intended to comply with the requirements of Section 409A of
the Internal Revenue Code of 1986, as amended (the
“Code”), and shall be interpreted and construed
consistently with such intent. The payments to Executive pursuant
to Section 3 of this Agreement are further intended to be
exempt from Section 409A of the Code to the maximum extent
possible, under either the separation pay exemption pursuant to
Treasury regulation §1.409A-1(b)(9)(iii) or as short-term
deferrals pursuant to Tr
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