Exhibit 10.4
AMENDMENT TO
THE PBSJ CORPORATION
KEY EMPLOYEE SUPPLEMENTAL OPTION PLAN
WHEREAS , The PBSJ Corporation (the
“Corporation”) previously adopted The PBSJ Corporation
Key Employee Supplemental Option Plan (the
“Plan”).
WHEREAS , the Corporation reserves the right to amend
the Plan.
WHEREAS , the Corporation desires to amend the Plan with
respect to the Tier 2 SIP to comply with Section 409A of the
Internal Revenue Code (the “Code”).
WHEREAS , the Corporation adopted the Key Employee
Capital Accumulation Plan, effective as of September 30, 2008
as a continuation of the Tier 2 SIP benefits under the Plan with
respect to active employees.
NOW, THEREFORE
, the Plan is hereby amended
effective as of January 1, 2009, as follows:
I.
The following is added a new
Sections 2.15 and 2.16 of Article II of the Plan:
2.15 “Separation from
Service” shall mean to the extent necessary to comply with
Section 409A of the Internal Revenue Code, references to
“termination of employment,” “separation from
service” or variations thereof in the Plan as applied to the
Tier 2 SIP benefits described in Article IV shall mean the
Employee’s “separation from service” from the
PBS&J Controlled Group within the meaning of
Section 409A(a)(2)(A)(i) of the Code and the rules of Treasury
Regulations Section 1.409A-1(h); provided that
“less than 50%” is adopted in lieu of the default
“20% or less” standard for determining a separation
from service. The “ PBS&J Controlled Group ”
means the Corporation and every entity or other person which
collectively with the Corporation constitutes a single service
recipient (as that term is defined in Treasury Regulations Sections
1.409A-1(g)) as the result of the application of the rules of
Treasury Regulations Sections 1.409A-1(h)(3).
2.13 “Disability” shall,
as applied to the Tier 2 SIP benefits described in Article IV, have
the same meaning as set forth in Section 1.409A
