Exhibit 10.7
MUELLER INDUSTRIES,
INC.
AMENDMENT NO. 1 TO AMENDED AND
RESTATED CONSULTING AGREEMENT
This Amendment No. 1 to the Amended and Restated
Consulting Agreement (the “ Amendment ”) is made
as of December 2, 2008, by and between Mueller Industries, Inc., a
Delaware corporation (the “ Company ”), and
Harvey Karp (“ Executive ”).
WHEREAS , the Company and Executive are parties to an
Amended and Restated Consulting Agreement dated as of October 25,
2007 (the “ Consulting Agreement ”);
and
WHEREAS , the Company and Executive desire to amend the
Consulting Agreement.
NOW, THEREFORE , the parties agree as follows:
1. Section 1 of the Consulting Agreement
shall be amended in its entirety to read as follows:
“This Agreement shall become effective
(the “Effective Date”) upon the termination of
Executive’s employment as Chairman of the Company, provided
that the Executive’s employment has not been terminated by
the Company for Cause or on account of the Executive’s death
or permanent disability, and provided further that such termination
of Executive’s employment also constitutes a
“separation from service” as defined in Treas. Reg.
§ 1.409A-1(h).
2. Section 4(b) of the Consulting Agreement
shall be amended in its entirety to read as follows:
“The Executive shall be entitled to
reimbursement for reasonable business and travel expenses incurred
in the performance of his duties in accordance with the
Company’s normal reimbursement practices. To the
extent that any right to reimbursement of expenses under this
Agreement constitutes nonqualified deferred compensation (within
the meaning of Section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”)), such expense reimbursement
shall be made by the Company no later than the last day of the
taxable year following the taxable year in which such expense was
incurred by the Executive.”
3. Section 4(c) of the Consulting Agreement
shall be amended in its entirety to read as follows:
“During the Consulting Period, the Company
shall pay the Executive an amount equal to the Executive’s
monthly cost of continuation health, major medical, hospitalization
and dental insurance coverage under the Company’s health
plans pursuant to the Consolidated Omnibus Budget Reconciliation
Act of 1986, as amended, for each month of the Consulting Period,
including any increases in such monthly cost which may occur during
the Consulting Period. Such amounts shall be paid on a
monthly basis until December 31 of the yea
