Exhibit 10.39
SECOND AMENDMENT TO EXECUTIVE
CHANGE OF CONTROL AGREEMENT
This SECOND AMENDMENT TO EXECUTIVE
CHANGE OF CONTROL AGREEMENT, dated December 23, 2008, is by
and between CIRCOR, INC., a Massachusetts corporation (the
“Company”), and Paul M. Coppinger (the
“Executive”).
WHEREAS, the Company and the
Executive entered into an executive change in control agreement
made as of August 1, 2001, as amended on December 7, 2001
(the “Agreement”); and
WHEREAS, the parties desire to amend
the Agreement to comply with and meet the requirements of the
provisions of Section 409A of the Internal Revenue Code of
1986, as amended.
NOW, THEREFORE, the Company and the
Executive, each intending to be legally bound hereby, do mutually
covenant and agree as follows:
1. Section 1 of the Agreement
is hereby amended by deleting the first sentence of the “Good
Reason” definition and replacing it with the
following:
“‘GOOD REASON’
shall mean that Executive has complied with the ‘Good Reason
Process’ (hereinafter defined) following the occurrence of
any of the following events: (a) a material diminution in the
Executive’s responsibilities, authority or duties; (b) a
material diminution in the Executive’ s Base Salary except
for across-the-board salary reductions based on the Company’s
financial performance similarly affecting all or substantially all
senior management employees of the Company; (c) a material
change in the geographic location at which the Executive provides
services to the Company, provided that such change shall be more
than thirty (30) miles from such location; or (d) the
material breach of this Agreement by the Company.”
2. Section 1 of the Agreement
is hereby further amended by deleting clause (ii) in the
second sentence of the “Good Reason” definition and
replacing it with the following:
“(ii) Executive notifies the
company in writing of the occurrence of the Good Reason event
within sixty (60) days of the occurrence of such
event;”
3. Section 3(a)(i) of the
Agreement is hereby amended by replacing the phrase “a lump
sum in cash” with the following:
“a lump sum in cash within 30
days following the termination of Executive’s
employment”
4. Section 3(b)(i)(B) of the
Agreement is hereby amended by deleting the second sentence of such
subsection in its entirety and replacing it with the
following:
“To the extent that there is
more than one method of reducing the payments to bring them within
the Threshold Amount, the Severance Payments shall be reduced in
the following order: (1) cash payments not subject to
Section 409A of the Int
