FIRST
AMENDMENT TO JOY ROMERO EMPLOYMENT AGREEMENT
THIS FIRST
AMENDMENT , dated as of December 31, 2008 (the “
Amendment Effective Date ”), is entered into by and
between Vought Aircraft Industries, Inc., a Delaware corporation
(the “ Company ”) and Joy Romero (the “
Executive ”).
WHEREAS ,
the Company and the Executive previously entered into an employment
agreement, dated as of August 28, 2007, (the “
Employment Agreement ”), that sets forth the terms and
conditions of the Executive’s employment with the
Company;
WHEREAS ,
the Company and Executive mutually desire to amend the Employment
Agreement to take into consideration certain requirements imposed
by Section 409A of the Internal Revenue Code of 1986, as
amended (the “ Code ”); and
WHEREAS ,
Section 15 of the Employment Agreement provides that the
Employment Agreement may be amended pursuant to a written agreement
between the Company and the Executive.
NOW,
THEREFORE , the Company and the Executive hereby agree that,
effective as of the Amendment Effective Date, for good and valuable
consideration, the receipt of which is hereby acknowledged, the
Employment Agreement is hereby amended as follows:
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1.
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The
following sentence is hereby added to the end of
Section 2(b) of the Employment Agreement:
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“Any annual bonus that becomes
payable pursuant to this Section 2(b) shall be paid no later than
March 15 th of the year following the year in
which such annual bonus is earned. Provided, however, that if the
Board shall determine that it is administratively impracticable,
which may include inability of the Company to gain certification of
its financial statements, to make such annual bonus payment by
March 15 th , any such payment shall be made as
soon as reasonably practicable after such period and in no event
later than December 31 st of the year following the year the
year for which such annual bonus was earned.”
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2.
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Section 2(g)
of the Employment
Agreement is hereby deleted and replaced in its entirety with the
following:
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“(g)
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Expenses . During the Term, the Company shall
reimburse the Executive for all reasonable travel and other
business expenses incurred by him in the performance of his duties
to the Company in accordance with the Company’s expense
reimbursement policy. To the extent that any reimbursements,
including without limitation any reimbursements pursuant to Section
2(c) above and/or pursuant to this Section 2(g), are
determined to constitute taxable compensation to the Executive,
then reimbursement requests with respect to such expenses must be
timely submitted by the Executive and, if timely submitted, such
expenses shall be reimbursed no later than December 31
st
of the year following
the year in which the expense was incurred. In no event shall the
Executive be entitled to any such reimbursement payments after
December 31 st of the year following the year in
which the expense was incurred. The amount of any such expenses
reimbursed in one year shall not affect the amount eligible for
reimbursement in any subsequent year, except for the reimbursement
of medical expenses referred to in Section 105(b) of the Internal
Revenue Code of 1986, as amended (the “ Code ”),
and the Executive’s right to reimbursement of any such
expenses shall not be subject to liquidation or exchange for any
other benefit.”
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3.
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Section 2(i)
of the Employment
Agreement is hereby deleted and replaced in its entirety with the
following:
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“(i)
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Indemnification
. The Executive shall be
indemnified and held harmless by the Company to the fullest extent
authorized by the Company’s certificate of incorporation or
bylaws against all costs, expenses, liabilities and losses
reasonably incurred or suffered by the Executive with respect to
any bona fide claim against the Executive or the Company, where
such claim is based on actions taken by the Executive in good
faith
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