Exhibit 10.2
AMENDMENT TO
THE FARO TECHNOLOGIES,
INC.
AMENDED AND RESTATED EMPLOYMENT
AGREEMENT
BETWEEN FARO TECHNOLOGIES, INC.
AND KEITH S. BAIR
THIS AMENDMENT (this “
Amendment ”) to the Amended and Restated Employment
Agreement between FARO Technologies, Inc. and Keith S. Bair, dated
as of November 7, 2008 (the “ Agreement ”)
was made and entered into this 2nd day of April, 2009.
1. The Agreement is hereby amended
by deleting Section 2.6 in its entirety and replacing it with
the following:
“ Section 2.6 Change
of Control means the occurrence of any one of the following
events:
(a) individuals who, on the
effective date of the Agreement, constitute the Board (the
“Incumbent Directors”) cease for any reason to
constitute at least a majority of the Board or other governing body
or entity of the Company, its successor or survivor, provided that
any individual becoming a director subsequent to the effective date
of the Agreement but prior to any change of control, whose election
or nomination for election was approved or recommended by a vote of
a majority of the Incumbent Directors then on the Board (either by
a specific vote or by approval of the proxy statement of the
Company in which such individual is named as a nominee for
director, without written objection to such nomination), shall be
an Incumbent Director; provided, however, that no individual
initially elected or nominated as a director of the Company as a
result of an actual or threatened election contest with respect to
directors or as a result of any other actual or threatened
solicitation of proxies or consents by or on behalf of any Person
other than the Board shall be deemed to be an Incumbent
Director;
(b) any Person is or becomes an
owner or beneficial owner, directly or indirectly, of securities of
the Company representing 40% or more of the combined voting power
of the Company’s then outstanding securities eligible to vote
generally in the election of directors (the “Company Voting
Securities”); provided, however, that the event described in
this subsection (b) shall not be deemed to be a Change of
Control by virtue of any of the following acquisitions: (i) by
the Company or any Subsidiary, (ii) by any employee benefit
plan (or related trust) sponsored or maintained by the Company or
any Subsidiary, (iii) by any underwriter temporarily holding
securities pursuant to an offering of such securities,
(iv) pursuant to a Non-Qualifying Transaction (as defined in
subsection (c) below), (v) pursuant to any acquisition by
the Executive or any group of Persons including the Executive (or
any entity controlled by the Executive or any group of Persons
including the Executive), or (vi) through a transaction (other
than one described in subsection (c) below) in which Company
Voting Securities are acquired from the Company, if a majority of
the Incumbent Directors approve a resolution providing expressly
that the acquisition pursuant to this clause (vi) does not
constitute a Change of Control under this subsection
(b);
(c) the consummation of a merger,
consolidation, statutory share exchange, reorganization, sale of
all or substantially all the Company’s assets or similar form
of corporate transaction
