FORM OF
AMENDMENT TO
KEY EXECUTIVE EMPLOYMENT AND SEVERANCE
AGREEMENT
THIS
AMENDMENT TO THE KEY EXECUTIVE EMPLOYMENT AND SEVERANCE
AGREEMENT (this “Amendment”) to that certain Key
Executive Employment and Severance Agreement by and between Badger
Meter, Inc., a Wisconsin corporation (the “Company”),
and ___________________ (the “Executive”), dated as of
________ ____, ______ (the “KEESA”), is entered into by
and between the Company and the Executive as of February 15,
2008.
RECITALS
WHEREAS
, pursuant to Section 18 of the KEESA, the Company and the
Executive may amend the KEESA; and
WHEREAS
, the Company and the Executive desire to amend the KEESA as set
forth herein.
AGREEMENT
NOW ,
THEREFORE , in consideration of the promises and the mutual
agreements herein set forth, the parties hereby agree as
follows:
Section 1.
Amendment of KEESA . Section (i) and Section (iii) of the
definition of “Change in Control” in the KEESA, which
is found in Exhibit A to the KEESA, are amended in their entirety
to read as follows:
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“(i)
any Person (other than Excluded Persons, as defined below) is or
becomes the “Beneficial Owner” (as such term is defined
in Rule 13d-3 under the Act), directly or indirectly, of securities
of the Company (not including in the securities beneficially owned
by such Person any securities acquired directly from the Company or
its Affiliates after July 31, 1999 pursuant to express
authorization by the Board that refers to this exception and not
including securities of the Company subject to proxies held by such
Person, but including securities of the Company subject to
exercisable options held by such Person) representing 15% or more
of either the then outstanding shares of common stock of the
Company or the combined voting power of the Company’s then
outstanding voting securities. “Excluded Persons” shall
mean (A) the Company; (B) any subsidiary of the Company; (C) any
employee benefit plan of the Company or any subsidiary of the
Company (collectively, “Employee Benefit Plans”); (D)
any entity holding securities for or pursuant to the terms of any
Employee Benefit Plans; (E) any trustee, administrator or fiduciary
of any Employee Benefit Plans in their capacities as such;
(F) an underwriter temporarily holding securities pursuant to
an offering of such securities; (G) a corporation owned,
directly or indirectly, by the shareholders of the Company in
substantially the same proportions as their ownership of stock in
the Company; and (H) any Person who has reported or is required to
report their ownership on Schedule 13G under the Act (or any
comparable or successor report) or on Schedule 13D under the Act
(or any comparable or successor report), which Schedule 13D does
not disclose pursuant to Item 4 thereto (or any comparable
successor item or section) an intent, or reserve the r
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