Second Amendment to the
Employment Agreement
SECOND AMENDMENT,
dated as of, and effective, December 31, 2008 (this “
Amendment ”), to the Employment Agreement dated as of
August 1, 2001, as amended effective as of October 31,
2006 (the “ Agreement ”) by and between Mafco
Worldwide Corporation, formerly known as Pneumo Abex Corporation, a
Delaware corporation (the “ Company ”) and
Stephen G. Taub (the “ Executive ”).
WHEREAS, the
parties desire to amend the Agreement in certain respects; and
agree that all other terms and conditions of the Agreement shall
otherwise remain in place, except as expressly amended
herein.
NOW, THEREFORE,
for valuable consideration, receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the
parties do hereby agree to amend the Agreement in the following
respects, effective December 31, 2008:
1. The forth
sentence of Section 3.2 of the Agreement is amended and
restated to read as follows:
“A
performance bonus or other bonus, if either or both are earned in
accordance with this Agreement, shall be paid on the March 15
of the calendar year next following the calendar year with respect
to which such bonus was earned.”
2. A new
Section 10.6 is added to read as follows:
10.6.1
This Agreement is intended to satisfy the requirements of
Section 409A of the Internal Revenue Code of 1986, as amended
(“ Section 409A ”) with respect to amounts,
if any, subject thereto and shall be interpreted and construed and
shall be performed by the parties consistent with such intent. If
either party notifies the other in writing that one or more or the
provisions of this Agreement contravenes any Treasury Regulations
or guidance promulgated under Section 409A or causes any
amounts to be subject to interest, additional tax or penalties
under Section 409A, the parties shall agree to negotiate in
good faith to make amendments to this Agreement as the parties
mutually agree, reasonably and in good faith are necessary or
desirable, to (i) maintain to the maximum extent reasonably
practicable the original intent of the applicable provisions
without violating the provisions of Section 409A or increasing
the costs to the Company of providing the applicable benefit or
payment and (ii) to the extent possible, to avoid the
imposition of any interest, additional tax or other penalties under
Section 409A upon the parties.
10.6.2
Notwithstanding anything in this Agreement to the contrary, the
following special rule shall apply, if and to the extent required
by Section 409A, in the event that (i) the Executive is
deemed to be a “specified employee” within the meaning
of Section 409A(a)(2)(B)(i), (ii) amounts or benefits under
this Agreement or any other
program, plan
or arrangement of the Company or a controlled group affiliate
thereof are due or payable on account of “separation from
service” within the meaning of Treasury Regulations
Section 1.409A-1(h) and (iii) the Ex
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