50 of the Top 250 law firms use our Products every day
AMENDMENT
TO
SEVERANCE COMPENSATION AGREEMENT
This AMENDMENT (this "Amendment") is
entered into as of this 15th day of
December, 2008 by and between STANDARD MOTOR PRODUCTS, INC. (the
"Corporation"),
and JAMES BURKE.
WHEREAS, the Corporation and you are
parties to that certain Severance
Compensation Agreement, dated as of December 12, 2001 (the
"Agreement"), in
which you are entitled to severance compensation under certain
circumstances in
the event of a Change in Control of the Corporation; and
WHEREAS, the parties desire to amend
the Agreement to comply with Section
409A of the Internal Revenue Code on the terms and conditions
hereafter set
forth.
NOW, THEREFORE, for good and
valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as
follows:
1. Definitions. All capitalized
terms not otherwise defined herein shall
have the meanings given to them in the Agreement.
2. Amendments to Agreement. The
Agreement is hereby amended as follows:
(a) The definition of "Good Reason
for Resignation" contained in Section
1.c. of the Agreement is hereby deleted and replaced in its
entirety to read as
follows:
"c. "GOOD REASON FOR RESIGNATION" shall mean, without your
express
written consent, and subject to the
notice and cure period described
below, any of the following:
(i) a material change in your authority within the
Corporation,
which does not represent a promotion, immediately prior to a
Change in Control of the Corporation;
(ii) a material reduction in the level of your reporting
responsibility as it existed immediately prior to a Change in
Control of the Corporation;
(iii) a material diminution of duties or responsibilities which
is
inconsistent with your status or position with the Corporation
in effect immediately prior to a Change in Control of the
Corporation;
(iv) a material diminution in the budget over which you
have
authority, other than due to economic or business conditions
which existed prior to a Change in Control of the Corporation;
<PAGE>
(v) a material reduction by the Corporation in the
annual rate of
your base salary as in effect immediately prior to the date of
a Change in Control of the Corporation or as the same may be
increased from time to time thereafter;
(vi) the Corporation requiring you to be based outside of a
fifteen
(15)
mile radius from where your office is located immediately
prior to a Change in Control of the Corporation (provided the
&nbs
|