Exhibit 10.1.34
AMENDMENT (the “
Amendment ”), dated as of [ • ], to the Performance Share Award
Agreement(s) (the “ Award Agreement(s) ”),
between Terra Industries Inc. (“ Terra ”) and
[NAME].
WHEREAS Terra wishes to amend each
Award Agreement in order to address the requirements of
Section 409A of the Internal Revenue Code of 1986, as amended
(the “ Code ”).
Now, therefore, each Award Agreement
is hereby amended as follows:
1. New Provisions. The
following provisions shall be deemed to have been added to each
Award Agreement:
a. Any issuance of Performance
Shares that is required to be made after the Compensation Committee
of Terra’s Board of Directors approves the portion, if any,
of targeted Performance Shares that is earned based on
Terra’s performance during the Period (including any
Performance Shares that may be issued following the date you cease
to be actively employed as a result of Total Disability) shall be
issued not later than the 74th day following the date that such
Performance Shares become vested. Performance Shares will be deemed
to have vested when they are no longer subject to a substantial
risk of forfeiture (within the meaning of Treasury
Regulation Section 1.409A-1(d)). For purposes of the Award
Agreements, the term “Total Disability” shall mean your
eligibility for long-term disability coverage under a long-term
disability plan of Terra or one of its subsidiaries.
b. In the event of a
“change of control” on or prior to the last day of the
Period, any Performance Shares required to be issued will be issued
not later than 30th day following the occurrence of the
“change of control”.
c. In the event of a termination
of your employment by reason of death, any Performance Shares
required to be issued will be issued not later than the 74th day
following the date of death.
d. (i) It is intended that
the provisions of this Agreement comply with Section 409A
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