Exhibit 10.2
AMENDMENT TO EXECUTIVE EMPLOYMENT
AGREEMENT
THIS AMENDMENT (the “
Amendment ”) to the Executive Employment Agreement
(the “ Employment Agreement ”) dated
April 22, 2008 by and between Colfax Corporation, a Delaware
corporation (the “ Company ”) and William E.
Roller (the “ Executive ”), is itself by and
between the Company and the Executive, is dated December 15,
2008, and is entered into effective as of January 1, 2010 (the
“ Effective Date ”). This Amendment is intended
to make certain changes deemed necessary by the Company and the
Executive based upon new guidance regarding Section 162(m) of
the Internal Revenue Code.
1. The final sentence of the first
paragraph of Section 4 of the Employment Agreement is hereby
amended to read as follows:
In addition, in connection with a
resignation or termination described in this Section 4, and
subject to the requirements of Section 4.3, the Executive
shall be entitled to the payments and benefits described in
Section 4.1 and, if applicable, Section 4.2, and, except
to the extent provided under Section 10.7, the payments shall
be made, and the benefits shall be provided, upon employment
termination or as soon as reasonably practicable
thereafter.
2. Section 4.1(ii) of the
Employment Agreement is hereby amended in its entirety to read as
follows:
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(ii)
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In lieu of any
Annual Cash Incentive under Section 2.2 for the year in which
the Executive’s employment terminates, a single sum cash
payment equal t
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