Exhibit 10.55
SENSATA TECHNOLOGIES,
INC.
Amendment to Employment
Agreement
D ATED :
D ECEMBER 31, 2010
WHEREAS, Sensata Technologies, Inc., a Delaware
Corporation (the “ Company ”), and Martha
Sullivan (the “ Executive ”), entered into an
Employment Agreement on May 12, 2006 (the “
Agreement ”); and
WHEREAS, the Company and the Executive now wish to amend
the Agreement to address certain requirements of Section 409A
of the Internal Revenue Code of 1986, as amended, and the treasury
regulations and other official guidance promulgated
thereunder.
NOW, THEREFORE
, in consideration of the foregoing,
of the mutual promises contained herein and of other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree to amend the
Agreement as set forth herein.
FIRST : The Agreement is hereby amended by adding the
following provisions at the end thereof to read in full as
follows:
“Code Section 409A
Compliance.
The intent of the parties is that
payments and benefits under this Agreement comply with Internal
Revenue Code Section 409A and the regulations and guidance
promulgated thereunder (collectively, “ Code
Section 409A ”) and, accordingly, to the maximum
extent permitted, the Agreement shall be interpreted to be in
compliance therewith.
Notwithstanding anything to the
contrary in the Agreement, if the Executive is deemed on the date
of termination to be a “specified employee” within the
meaning of that term under Code Section 409A(a)(2)(B), then
with regard to any payment or the provision of any benefit that is
considered “nonqualified deferred compensation” under
Code Section 409A payable on account of a “separation
from service,” such payment or benefit shall not be made or
provided until the date which is the earlier of (i) the
expiration of the six (6)-month period measured from the date of
the Executive’s “separation from service,” and
(ii) the date of Executive’s death, to the extent
required under Code Section 40
