Exhibit 10.4
EXECUTION COPY
AMENDMENT TO THE
EMPLOYMENT
AGREEMENT
BETWEEN
SPECIALIZED TECHNOLOGY RESOURCES,
INC.
AND
DENNIS L. JILOT
This Amendment (the “
Amendment ”) to that certain Employment Agreement (the
“ Agreement ”) by and between Specialized
Technology Resources, Inc., a Delaware corporation (together
with any successor thereto, the “ Company ”) and
Dennis L. Jilot (the “ Executive ”), dated as of
July 18, 2008, is made as of the date hereof by and between
the Company and the Executive.
RECITALS
WHEREAS, the Company and the
Executive entered into the Agreement as of July 18,
2008;
WHEREAS, Section 14 of the
Agreement permits the Company and the Executive to amend or
supplement the Agreement by a writing signed by a duly authorized
officer of the Company and the Executive; and
WHEREAS, the Company and the
Executive wish to amend the Agreement with respect to the
contemplated issuance of restricted shares of STR Holdings LLC, a
Delaware limited liability company (together with any successor
thereto, “ Parent ”), pursuant to Section 6
of the Agreement.
AGREEMENT
In consideration of the mutual
promises, covenants and conditions hereinafter set forth, the
Company and the Executive agree to amend the Agreement as
follows:
1.
All capitalized terms not defined
herein shall have the meaning ascribed to them in the
Agreement.
2.
Section 6 of the Agreement is
hereby amended and restated in its entirety with the
following:
“ 6 .
Restricted Stock; Phantom
Units .
(a)
In General
. Upon the occurrence of an
initial public offering or, if earlier, the conversion of Parent to
an entity treated as a corporation for federal income tax purposes
(a “ Conversion ”), the Company intends to issue
to the Executive a number of restricted shares of Parent having an
aggregate fair market value (at the initial public offering price
or, in the case of a Conversion, at a price determined in good
faith by the Board) equal to the fair market value at the date of
the initial public offering or Conversion of 223,464 Class A
Units of Parent (the “ Restricted Shares ”);
provided, however, should neither an initial public offering nor a
Conversion occur by December 31, 2009, the Company intends to issue
to the Executive 223,464 phantom Class A Units of Parent (such
phantom Class A Units of Parent, the “ Phantom
Units ”). In the event the
