Exhibit 10.7
AMENDMENT
TO THE
EMPLOYMENT/RETIREMENT BENEFITS
AGREEMENT
This AMENDMENT TO THE
EMPLOYMENT/RETIREMENT BENEFITS AGREEMENT (this “
Amendment ”), effective as of January 1,
2009 , is made and entered into by and between Post, Buckley,
Schuh & Jernigan, Inc., the PBSJ Corporation, on behalf of
itself and its affiliates, a Florida corporation (the “
Corporation ”) and William W. Randolph , a
resident of the State of Florida (“ Employee
”).
WITNESSETH:
WHEREAS , the Corporation and Employee are parties to
the Employment/Retirement Benefits Agreement effective
December 19, 2000 (the “ Agreement
”), which sets forth the terms and conditions of
Employee’s retirement benefits with the
Corporation;
WHEREAS , the parties now desire to amend the Agreement
to, among other things, bring the terms of the Agreement into
compliance with the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended (the “ Code
”).
NOW, THEREFORE,
in consideration of the premises and
mutual covenants and agreements herein contained, the parties
hereto agree as follows:
1. Capitalized Terms
. All capitalized terms
that are used but not expressly defined in this Amendment have the
respective meanings ascribed to them in the Agreement, and the
definitions of those terms in the Agreement are incorporated by
reference in this Amendment.
2. Expenses During Retirement
Term . Because
Section 409A of the Code prohibits a participant from having
the option to elect cash or in-kind benefit, the following language
is hereby deleted from Section 3:
“Throughout the 15-year term
of the Employee’s Agreement, as amended, and at the sole
option of the Employee, he may substitute expenses listed under
items 3(k), (l), (m) and (n) enumerated below in lieu of
direct cash remuneration.”
3. Taxable Reimbursements and
Benefits . The
following is inserted immediately after Section 14 of the
Agreement as a new Section 15 of the Agreement:
“15. Taxable Reimbursements
and Benefits . To the extent this Agreement provides for
reimbursements of expenses incurred by the Employee or in-kind
benefits the provision of which are not exempt from the
requirements of Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”), the following terms
apply with respect to such reimbursements or benefits: (1) the
reimbursement of expenses or provision of in-kind benefits will be
made or provided only during the Retirement Term hereunder
specified, or other period of time specifically provided herein;
(2) the amount of expenses eligible for reimbursement, or
in-kind benefits provided, during a calendar year will not affect
the expenses eligible for reimbursement,
1
or in-kind benefits to be provided,
in any other calendar year; (3) all reimbursements will be
made upon Employee’s request in accordance with the
Corporation’s normal policies but no later than the last day
of the calendar year immediately following the calendar year in
which the expense was incurred; and (4) the right to
reimbursement or the in-kind benefit will not be subject to
liquidation or exchange for another benefit.”
4. Section 409A;
Liability for Taxes; Tax Advice . The following is inserted immediately after
Section 15 of the Agreement as new Section 16 of the
Agreement:
“16. Section 409A;
Liability for Taxes; Tax Advice . The parties intend for this
Agreement to conform in all respects to the requirements under
Section 409A of the Code or an exemption thereto. Accordingly,
the parties intend for this Agreement to be interpreted, construed,
administered and applied in a manner as shall meet and comply with
the requirements of Section 409A of the Code or an exemption
thereto. Notwithstanding any other provision of this Agreement,
none of the Corporation, its subsidiaries or affiliates or any
in
