Exhibit 10.3.5
Amendment
No. 1
to the Employment Agreement with
Tony G. Holcombe
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 Tony G.
Holcombe (“Executive”) is made this 30 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, the severance payments under
subsection 5(d)(i), whether payable by reason of subsections 5(b),
(d) or (e), and any other amount or benefit that would
otherwise be payable or distributable hereunder by reason of
Executive’s termination of employment (collectively, the
“Termination Benefits”), 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 Sec
