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DECEMBER 2008 AMENDMENT
TO
EMPLOYMENT AGREEMENT
This 2008
Amendment to Employment Agreement, dated as of the 22 nd
day of December, 2008 (the “ Amendment ”) by and
between TECUMSEH PRODUCTS COMPANY, a Michigan corporation (the
“ Company ”), and EDWIN L. BUKER (“
Executive ”).
WHEREAS, Executive
and the Company are parties to that certain Employment Agreement
dated August 1, 2007 (the “ Employment Agreement
”); and
WHEREAS, the
parties desire to amend the Employment to assure compliance with
certain requirements of Section 409A of the Internal Revenue
Code and Regulations thereunder.
THEREFORE, in
consideration of the mutual covenants contained herein, the parties
hereto agree as follows:
1. Amendment
of Employment Agreement . Section 8(e) of the Employment
Agreement is deleted in its entirety and replaced with the
following:
(e) Termination
Payments — Without Cause. If the Company terminates
Executive’s employment without Cause, then Executive shall be
entitled to receive: (i) a cash payment in an amount equal to
the aggregate of (A) accrued but unpaid Base Salary;
(B) unused vacation days; (
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