ex10_22.htm


     

    Exhibit
      10.2.2


    AMENDMENT
      TO

    EMPLOYMENT
      AGREEMENT

     

    The
      Employment Agreement dated as of May 31, 2005, as amended by the letter
      agreements dated May 10, 2006 and May 3, 2007, by and between Sequa Corporation,
      its affiliates, subsidiaries, divisions, successors and assigns (the “Company”)
      and John J. Dowling III (“Executive”) is hereby amended in the following
      respects:

     

    1.  Section
      6(d) is amended by adding immediately after the first sentence thereof the
      following:

     

    “Any
      such
      pay in lieu of notice shall be paid in the same amount as base salary would
      have
      been paid for the notice period had Executive continued to work through the
      end
      of the notice period and shall be paid in accordance with the Company’s normal
      payroll practices.”

     

    2.  Section
      6(e) is amended by adding at the end thereof the following:

     

    “Any
      such
      pay in lieu of notice shall be paid in the same amount as base salary would
      have
      been paid for the notice period had Executive continued to work through the
      end
      of the notice period and shall be paid in accordance with the Company’s normal
      payroll practices.”

     

    3.  Section
      6(f) is amended by adding at the end thereof the following:

     

    “Any
      such
      pay in lieu of notice shall be paid in the same amount as base salary would
      have
      been paid for the notice period had Executive continued to work through the
      end
      of the notice period and shall be paid in accordance with the Company’s normal
      payroll practices.”

     

    4.  Subsection
      (i) of Section 8(a) is amended to read as follows:

     

    “(i)           Any
      (A) base salary required under Section 5(a) hereof accrued through and including
      the date of death plus additional base salary that Executive would have received
      had he worked through the entire bi-weekly pay period in which his death
      occurred, to be paid in accordance with the Company’s normal payroll practices;
      (B) accrued but unused vacation to be paid in accordance with the Company’s
      vacation policy and (C) salary accrued during any applicable short-term
      disability period to be paid in accordance with the Company’s short-term
      disability plan.”

     

    5.  Subsection
      (i) of Section 8(b) is amended to read as follows:

     

    “(i)           Any
      accrued but unpaid base salary required under Section 5(a) hereof for services
      rendered through and including the effective date of termination, to be paid
      in
      accordance with the Company’s normal payroll practices.”

     

    
      
        
        

      

      
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    6.  Subsection
      (i) of Section 8(c) is amended to read as follows:

     

    “(i)           Any
      accrued but unpaid base salary required under Section 5(a) hereof for services
      rendered through and including the effective date of termination, to be paid
      in
      accordance with the Company’s normal payroll practices.”

     

    7.  Subsection
      (i) of Section 8(d) is amended to read as follows:

     

    “(i)           Any
      accrued but unpaid base salary required under Section 5(a) hereof for services
      rendered through and including the effective date of termination, to be paid
      in
      accordance with the Company’s normal payroll practices.

     

    8.  Subsection
      (iii) of Section 8(d) is amended to read in its entirety as
      follows:

     

    “(iii)                      Executive’s
      then-current base salary under Section 5(a) for a period of twelve (12) months
      or for the balance of the Employment Term of this Agreement, whichever is
      greater (the “Severance Period”), provided Executive executes, within fifty (50)
      days following termination of Executive’s employment, an agreement and general
      release in a customary form to be provided by the Company in its sole good
      faith
      discretion and does not revoke such release.  It is expressly
      understood that said agreement and general release shall not require Executive
      to waive (x) any right to indemnification Executive may have under applicable
      by-laws or insurance policies maintained by the Company or its subsidiaries,
      or
      (y) any right to vested employee benefits.  Subject to Section 18
      hereof, payments under this subsection (iii) shall be made at the same time
      and
      in the same manner as such salary would have been paid if Executive had remained
      in active employment until the end of the Severance Period in accordance with
      the Company’s normal payroll practices as in effect on the date of termination
      of Executive’s employment, except that any payments that would otherwise have
      been made before the first normal payroll payment date falling on or after
      the
      sixtieth (60th) day after the date of termination of Executive’s employment (the
“First Payment Date”) shall be made on the First Payment Date.”

     

    9.  Subsection
      (iv) of Section 8(d) is amended to read in its entirely as follows:

     

    “(iv)                      Medical
      and Dental Insurance.  If Executive elects to continue
      his current medical and dental family coverage under the Company’s Medical and
      Dental Plans, the Company shall pay for the Company’s portion of the premiums
      for the Severance Period, and Executive shall pay for Executive’s then-current
      portion of the premiums for said coverage.  With respect to the
      medical and dental coverage described in the preceding sentence, the following
      conditions shall be met:  (i) the amount eligible for reimbursement or
      payment in one calendar year may not affect the amount eligible for
      reimbursement or payment in any other calendar year (except that the Company’s
      Medical and Dental Plans may impose a limit on the amount that may be reimbursed
      or paid), (ii) any reimbursement must be made on or before the last day of
      the
      calendar year 

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

       

      following
        the calendar year in which the expense was incurred, and (iii) Executive’s
        right to reimbursement or benefits under the Company’s Medical and Dental Plans
        may not be subject to liquidation or exchange for another
        benefit.  Notwithstanding the above, at such time as Executive secures
        new employment providing medical and dental coverage, Executive shall promptly
        notify the Company and the Company’s obligation to pay the Company’s portion of
        the premiums for coverage will cease.  At the end of the period of
        coverage described in the foregoing provisions of this subsection (iv) (the
        “Medical Coverage Period”), Executive may elect COBRA continuation coverage for
        the applicable COBRA period measured from the end of the Medical Coverage
        Period, at his own expense, in accordance with the terms of the Company’s
        Medical and Dental Plans.”

    

     

    10.  Subsection
      (vi) of Section 8(d) is amended by adding the following sentence at the end
      thereof:

     

    “Such
      payment and transfer of possession and ownership shall occur within thirty
      (30)
      days after termination of Executive’s employment; provided, however, that if
      such termination of employment occurs within the last thirty (30) days of a
      calendar year, such payment and transfer of possession and ownership will occur
      within the first thirty (30) days of the subsequent calendar year.”

     

    11.  Subsection
      (vii) of Section 8(d) is amended by adding the following sentence at the end
      thereof:

     

    “Such
      transfer of ownership shall occur within thirty (30) days after termination
      of
      Executive’s employment.”

     

    12.  Subsection
      (i) of Section 8(e) is amended to read as follows:

     

    “(i)           Any
      accrued but unpaid base salary required under Section 5(a) hereof for services
      rendered through and including the effective date of termination, to be paid
      in
      accordance with the Company’s normal payroll practices.”

     

    13.  Subsection
      (i) of Section 8(f) is amended to read as follows:

     

    “(i)           Any
      accrued but unpaid base salary required under Section 5(a) hereof for services
      rendered through and including the effective date of
      termination, to be paid in accordance with the Company’s
      normal payroll practices.”

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    14.  Subsection
      (iii) of Section 8(f) is amended to read in its entirety as
      follows:

     

    “(iii)                      Executive’s
      then-current base salary under Section 5(a) for a period of twelve (12) months
      (the “8(f) Severance Period”), provided Executive executes, within fifty (50)
      days following termination of Executive’s employment, an agreement and general
      release in a customary form to be provided by the Company in its sole good
      faith
      discretion and does not revoke such release.  It is expressly
      understood that said agreement and general release shall not require Executive
      to waive (x) any right to indemnification Executive may have under applicable
      by-laws or insurance policies maintained by the Company or its subsidiaries,
      or
      (y) any right to vested employee benefits.  Subject to Section 18
      hereof, payments under this subsection (iii) shall be made at the same time
      and
      in the same manner as such salary would have been paid if Executive had remained
      in active employment until the end of the 8(f) Severance Period in accordance
      with the Company’s normal payroll practices as in effect on the date of
      termination of Executive’s employment, except that any payments that would
      otherwise have been made before the First Payment Date (as defined in Section
      8(d)(iii) hereof) shall be made on the First Payment Date.”

     

    15.  Subsection
      (iv) of Section 8(f) is amended to read in its entirety as follows:

     

    “(iv)                      Medical
      and Dental Insurance.  If Executive elects to continue
      his current medical and dental family coverage under the Company’s Medical and
      Dental Plans, the Company shall pay for the Company’s portion of the premiums
      for the 8(f) Severance Period, and Executive shall pay for Executive’s
      then-current portion of the premiums for said coverage.  With respect
      to the medical and dental coverage described in the preceding sentence, the
      following conditions shall be met:  (i) the amount eligible for
      reimbursement or payment in one calendar year may not affect the amount eligible
      for reimbursement or payment in any other calendar year (except that the
      Company’s Medical and Dental Plans may impose a limit on the amount that may be
      reimbursed or paid), (ii) any reimbursement must be made on or before the last
      day of the calendar year following the calendar year in which the expense was
      incurred, and (iii) Executive’s right to reimbursement or benefits under
      the Company’s Medical and Dental Plans may not be subject to liquidation or
      exchange for another benefit.  Notwithstanding the above, at such time
      as Executive secures new employment providing medical and dental coverage,
      Executive shall promptly notify the Company and the Company’s obligation to pay
      the Company’s portion of the premiums for coverage will cease.  At the
      end of the period of coverage described in the foregoing provisions of this
      subsection (iv) (the “8(f) Medical Coverage Period”), Executive may elect COBRA
      continuation coverage for the applicable COBRA period measured from the end
      of
      the 8(f) Medical Coverage Period, at his own expense, in accordance with the
      terms of the Company’s Medical and Dental Plans.”

     

    16.  Subsection
      (vi) of Section 8(f) is amended by adding the following sentence at the end
      thereof:

     

    “Such
      payment and transfer of possession and ownership shall occur within thirty
      (30)
      days after termination of Executive’s employment; provided, however, that if
      such termination of employment occurs within the last thirty (30) days of a
      calendar year, such payment and transfer of possession and ownership shall
      occur
      within the first thirty (30) days of the succeeding calendar year.”

     

    17.  Subsection
      (vii) of Section 8(f) is amended by adding the following sentence at the end
      thereof:

     

    “Such
      transfer of ownership shall occur within thirty (30) days after termination
      of
      Executive’s employment.”

     

    
      
        
        

      

      
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    18.  A
      new
      Section 18 is added to read in its entirety as follows:

     

    “18.  Compliance
      with Internal Revenue Code Section
      409A.

     

    If
      it should be determined that any
      payment or benefit under this Agreement constitutes a “deferral of compensation”
subject to Section 409A of the Internal Revenue Code of 1986, as amended, then,
      notwithstanding anything in this Agreement to the contrary, (i) if Executive
      is
      a “specified employee” (within the meaning of said Section 409A and the
      regulations thereunder and as determined by the Company in accordance with
      said
      Section 409A) at the time of Executive’s separation from service (as defined
      below), the distribution of any such payment or benefit under this Agreement
      on
      account of Executive’s termination of employment shall be made no earlier than
      the date which is 6 months after the date of Executive’s separation from service
      (or, if earlier than the end of such 6-month period, the date of Executive’s
      death) to the extent required to comply with said Section 409A and the
      regulations thereunder, and (ii) Executive shall be deemed to have
      terminated from employment for purposes of this Agreement if and only if
      Executive has experienced a “separation from service” within the meaning of said
      Section 409A and the regulations thereunder.  To the extent any
      payment or benefit hereunder is subject to the 6-month delay, such payment
      or
      benefit shall be paid immediately after the end of such 6-month period (or
      the
      date of death, if earlier).  If this Section 18 becomes applicable,
      the provisions of this Agreement governing any payment or benefit constituting
      a
“deferral of compensation” shall be interpreted and operated consistently with
      the requirements of Section 409A of the Internal Revenue Code of 1986, as
      amended, and the regulations thereunder.”

     

    IN
      WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this
      Amendment.

    


    


    


                                                                            /s/
      John J.
      Dowling
      III                                       


                                                                            John
      J. Dowling
      III

    


    


    Dated: 
      October 23, 2007     

                                            SEQUA
      CORPORATION

    


    


    


                                            /s/
      Martin
      Weinstein                                            


                                            Martin
      Weinstein

                                            Vice
      Chairman
      and

                                            Chief
      Executive
      Officer

    

 

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