EXHIBIT 10.19
AMENDMENT TO THE STANDARD MOTOR PRODUCTS, INC.
SUPPLEMENTAL COMPENSATION PLAN
EFFECTIVE DECEMBER 1, 2006
WHEREAS, the Board of Directors (the "Board") of Standard Motor
Products, Inc. (the "Company") has determined to make certain modifications to
the Standard Motor Products, Inc. Supplemental Compensation Plan (the "Plan") in
order to ensure compliance with federal income tax laws and regulations,
including certain law changes made by the enactment of the American Jobs
Creation Act of 2004 adding a new Section 409A to the Internal Revenue Code of
1886, as amended (the "Code"); and
WHEREAS, the Board has also determined to cause the benefit payable
under the Plan to the two executives who are the only Participants (as that term
is defined in the Plan) in general to be paid out to each of such Plan
participants on or as soon as practicable following the payment date hereby
established for each Participant (as set forth on Exhibit A, hereto) (such date
being referred to hereinafter as the Participant's Payment Date"); and
WHEREAS, the Board has determined that the proposed lump sum payments
described above are permissible under applicable federal tax rules and
regulations, including certain transitional relief available under certain
recent guidance publicly issued by the Internal Revenue Service, provided such
payments are provided for in the Plan, as amended, and provided further that
such payments are made pursuant to the terms of the Plan, as amended and the
binding and irrevocable agreement of the Company and the affected Plan
participants; and
WHEREAS, the Board has ascertained that the affected Plan participants
are in agreement and will consent to such an arrangement for the payment of
their Plan benefits as described above;
NOW, THEREFORE, subject to the consent of each of the affected Plan
participants, which consents shall be obtained by means of separate written
documents to be executed by each such Plan participant, the Plan is hereby
amended as follows:
1. Notwithstanding anything to the contrary in the Plan, the only
benefits payable with respect to any Participant pursuant to the Plan shall be
the following:
a) In the event a Participant's employment with the Company
terminates by reason of the Participant's death at any time
during the period from the effective date of this Amendment
through the Participant's Payment Date, the death benefit payable
under the Plan shall be paid to the designated beneficiary or
beneficiaries of such Participant as provided in the Plan
(without regard to this Amendment), and no further benefit shall
thereafter be payable with respect to such Participant;
b) In the event a Participant's employment with the Company
terminates by reason of the Participant's disability (as that
term is used for purposes of the Plan) at any time during the
period from the effective date of this Amendment through the
Participant's Payment Date, the Participant shall be entitled to
such benefit, payable at the time and manner as specified in the
Plan, without regard to this amendment; provided, however, that,
to the extent necessary to comply with the distribution rules of
Code Section 409A, such lump sum payment shall be delayed until
the date that is six months after the Participant's termination
of employment;
c) In the event a Participant voluntarily terminates his employment
with the Company prior to the Participant's Payment Date, or if a
Participant's employment with the Company is terminated for Cause
(as defined in the Plan), such Participant shall forfeit all
rights to any benefits under the Plan; and
d) If a Participant remains continuously employed through the
Participant's Payment Date, such Participant shall be entitled to
a lump sum benefit, payable as soon as practicable following the
Participant's Payment Date (whether or not the Participant
remains employed at such time), in the form of a lump sum payment
in an amount equal to the present value of such Participant's
benefit (determined by applying the actuarial assumptions set
forth in the Plan and such other reasonable actuarial assumptions
as may be required to be applied in such calculation to the
benefit that would have been payable to such Participant as a
Single Life Annuity under the terms of the Plan without regard to
this Amendment, but taking into account such Participant's
Compensation through the Participant's Payment Date, and treating
the Participant as being 100% vested in the Supplemental
Compensation Benefit provided under the Plan).
2. It is the intent of this Amendment to provide an election as to time
and manner of payment of benefits consistent with certain transitional guidance
promulgated pursuant to Section 409A of the Code permitting such an election to
be made during 2006 applicable to payments that are to be made after the end of
2006, and this Amendment and the Plan, as amended, is intended to comply with
Code Section 409A (including applicable transitional guidance), and the Plan and
this Amendment are to be interpreted consistent with this intent.
3. In all other regards, the Plan remains in full force and effect
without change.
IN WITNESS WHEREOF, and as evidence of the adoption of this Amendment
to the Plan by the Company, the Company has caused the same to be signed by a
duly authorized officer, and its corporate seal to be affixed hereto, this day
of November, 2006.
STANDARD MOTOR PRODUCTS, INC.
By:_______________________________
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EXHIBIT A
PARTICIPANT PARTICIPANT'S PAYMENT DATE
Gethin June 15, 2008
Burke October 25, 2015
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