FIRST
AMENDMENT TO STEVE DAVIS 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 Steve Davis (the “
Executive ”).
WHEREAS ,
the Company and the Executive previously entered into an employment
agreement, dated as of November 8, 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 14 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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Section 2(c)
of the Employment
Agreement is hereby deleted and replaced in its entirety with the
following:
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“(c)
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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 this
Section 2(c), 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 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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2.
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Section 2(e)
of the Employment
Agreement is hereby deleted and replaced in its entirety with the
following:
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“(e)
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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
and in his capacity as an officer of the Company. Notwithstanding
the foregoing, no amounts shall be paid or advanced in accordance
with this Section 2(e) to the extent that any such amounts would
fail to be exempt from the application of Section 409A (as
defined below) in accordance with Treasury Regulation
1.409A-1(b)(10).”
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3.
Section 4(b) of the Employment Agreement is hereby
amended and restated in its entirety to read as follows:
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“(b)
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Termination without Cause or
resignation for Good Reason . If, during the Term, the Executive
incurs a “separation fr
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