Exhibit 10.16
AMENDMENT
TO
WABCO HOLDINGS INC. DEFERRED
COMPENSATION PLAN
WHEREAS , WABCO Holdings Inc. (the
“Company”) adopted the WABCO Holdings Inc. Deferred
Compensation Plan (the “Plan”);
WHEREAS , under Section 8 of the Plan, the Board of
Directors of the Company reserves the right to amend the Plan;
and
WHEREAS , the Board of Directors of the Company has
determined that it is in the best interest of the Company and its
shareholders to amend the Plan on the terms set forth
herein.
NOW, THEREFORE,
the Plan shall be amended as
follows, effective as of December 31, 2008:
1. Section 3(d) of the Plan
shall be amended by deleting the last sentence of such Section in
its entirety and replacing it with the following:
“‘Change of
Control’ shall have the meaning set forth in the WABCO
Holdings Inc. Omnibus Incentive Plan.”
2. The first sentence of
Section 5(a)(1) of the Plan shall be amended by adding
“(after applying the presumptions contained therein)”
after “applicable regulations”.
3. The third sentence of
Section 5(a)(1) of the Plan shall be amended by adding
“at the time he or she makes his or her Deferral
Election” after “the Participant may
elect”.
4. The last sentence of
Section 5(a)(1) of the Plan shall be deleted and replaced in
its entirety as follows:
“Distributions under this
methodology will commence on the first day of the month immediately
following the month in which the Participant incurs a Separation
from Service or becomes disabled, provided that, distributions made
upon a Separation from Service to a ‘Specified
Employee’ (as defined below) shall not commence until the
date that is six (6) months and one day following
Separat
