|
Exhibit
10.5a
FMC TECHNOLOGIES,
INC.
FIRST
AMENDMENT
TO THE
EXECUTIVE SEVERANCE
AGREEMENT
THIS FIRST AMENDMENT is made and
entered into as of October 31, 2007 by and between FMC
Technologies, Inc. (hereinafter referred to as the
“Company”) and [NAME OF EXECUTIVE] (hereinafter
referred to as the “Executive”).
WHEREAS , the Company and the
Executive agree that it is in the Executive’s best interest
to amend the Executive Severance Agreement by and between the
Company and the Executive, dated March 20, 2006 (the
“Agreement”), to comply with the new requirements of
Section 409A of the United States Internal Revenue Code, as
amended.
NOW THEREFORE, the Company and
the Executive agree as follows:
| |
(1) |
Section 2.13 (c) of the Agreement is hereby amended
to read as follows: “A material reduction by the Company in
the Executive’s Base Salary as in effect on the Effective
Date or as the same may be increased from time to time;
or” |
| |
(2) |
Section 2.13 (e) of the Agreement is hereby amended
to read as follows: “The failure of the Company to assume and
agree to perform this Agreement in all material respects, as
contemplated in Article 10 herein; or” |
| |
(3) |
Section 2.13 of the Agreement is hereby amended by adding
the following language to the end of Section 2.13:
“Notwithstanding the above to the contrary, “Good
Reason” for Executive’s separation from employment will
exist only if (i) Executive provides written notice to the
Company within ninety (90) days of the occurrence of any of
the above listed events, (ii) the Company fails to cure the
event within thirty (30) days following the Company’s
receipt of Executive’s written notice, and
(iii) Executive separates from employment with the Company
effective not later than twenty four (24) months after the
original occurrence of the “Good Reason”
event.” |
| |
(4) |
Section 3.3(e) of the Agreement is hereby amended to read
as follows: “Subject to applicable law and regulation as of
the Effective Date of Termination , a continuation of the
Company’s welfare benefits of health care, life and
accidental death and dismemberment, and disability insurance
coverage for eighteen (18) months after the Effective Date of
Termination. These benefits will be provided to the Executive (and
to the Executive’s covered spouse and dependents) at the same
premium cost, and at the same coverage level, as in effect as of
the date of the Change in Control. The continuation of these
welfare benefits will be discontinued prior to the end of the
eighteen (18) month period if the Executive has available
substantially similar benefits at a comparable cost from the
subsequent employer, as determined by the Committee. In addition,
the Company will make available for purchase by the Executive
continued health care, life and accidental death
|
1
| |
and dismemberment, and
disability insurance coverage at the same coverage level as in
effect as of the date of the Change in Control for a period of
eighteen (18) months beginning immediately upon the end of the
coverage period provided under the foregoing provisions of this
Section 3.3(e).
|
| |
(5) |
Section 5.1 of the Agre |
|
