Exhibit 10.3.2
Amendment
No. 1
to the Employment Agreement with
Michael J. O’Brien
This Amendment No. 1 to the
Employment Agreement dated as of January 9, 2006 (the
“Agreement”), between Syniverse Technologies, Inc. (the
“Company”), Syniverse Holdings, Inc. and Michael J.
O’Brien (“Executive”) is made this 22 day
of December 2008.
The Company and Executive have
determined that it is in their best interests to amend the
Agreement to include special provisions intended to ensure
documentary compliance with Internal Revenue Code Section 409A
relating to deferred compensation. In consideration of the mutual
covenants contained herein and the continued employment of
Executive by the Company, the parties agree as follows:
1. Section 409A . The
Agreement is hereby amended by adding the following
Section 25:
“25. Provisions Relating to
Section 409A of the Code
(a) General . This Agreement
shall be interpreted and administered in a manner so that any
amount or benefit payable hereunder shall be paid or provided in a
manner that is either exempt from or compliant with the
requirements Section 409A of the Internal Revenue Code of
1986, as amended, and applicable Internal Revenue Service guidance
and Treasury Regulations issued thereunder (and any applicable
transition relief under Section 409A of the Code)
(“Section 409A”). Nevertheless, the tax treatment of
the amounts or benefits provided under the Agreement is not
warranted or guaranteed. Neither the Company nor its directors,
officers, employees or advisers shall be held liable for any taxes,
interest, penalties or other monetary amounts owed by Executive as
a result of the application of Section 409A.
(b) Separation from Service .
Notwithstanding anything in this Agreement to the contrary, as
required by Section 409A, to the extent that any amount or
benefit that would constitute non-exempt “deferred
compensation” for purposes of Section 409A of the Code
would otherwise be payable or distributable hereunder by reason of
the Executive’s termination of employment, such amount or
benefit will not be payable or distributable to Executive unless
the circumstances giving rise to such termination of employment
meet any description or definition of “separation from
service” in Section 409A (without giving effect to any
elective provisions that may be available under such definition).
This provision does not prohibit the vesting of any amount
upon Executive’s termination of employment or the
determination of the amounts owed to him due to such termination.
If this provision prevents the payment or distribution of any
amount or benefit, such payment or distribution shall be made on
the date, if any, on which an event occurs that constitutes a
Section 409A-compliant “separation from service,”
or such later date as may be required by subsection
(c) below.
(c) Six-Month Delay in Certain
Circumstances . Notwithstanding anything in this
Agree
