Amended Employment Agreement/Bennett S. LeBow



 






Exhibit 10.2




VECTOR GROUP LTD.

100 S.E. Second Street, 32nd Floor

Miami, FL 33131




January 27, 2006




Mr. Bennett S. LeBow

5203 Fisher Island Drive

Fisher Island, FL 33109




Dear Mr. LeBow:




     This letter agreement sets forth the first amendment to the Amended and Restated Employment
Agreement dated as of September 27, 2005 (the “Agreement”), between Vector Group Ltd. (the
“Company”) and Bennett S. LeBow (“Executive”). The Company and Executive wish to amend the
Agreement to clarify the operation of the Agreement under Section 409A of the Internal Revenue Code
of 1986, as amended. Unless otherwise defined herein, capitalized terms used herein shall have the
meanings ascribed thereto in the Agreement.



     A. The Agreement is amended in the following respects:



          1. Subsection 4(f) is amended by deleting clause (y) and inserting a new clause (y) to read as
follows:





“(y) notwithstanding Section 6.3 of the SERP, the Company and Executive shall establish a
separate trust for the benefit of Executive that is not subject to the claims of the
Company’s creditors, and the Company shall make a contribution to such trust of $125,000 on
the last business day of each quarter of each year of the Employment Term, which
contributions shall be subject to the terms and conditions of such trust and shall be
invested as determined by the Company;”



          2. Section 5(a)(vii) is amended by deleting the number “50%” in each place it appears and
inserting in its place the number “40%”.




          3. Section 5(b) is amended by removing the last sentence of paragraph (vi), redesignating
existing paragraph (vii) as paragraph (viii) and adding a new paragraph (vii) to read as follows:




	 	 	 	 	 
	 

	 	“(vii)
	 	Notwithstanding the other provisions of this Agreement, any payment or other benefit
required to be made or provided to or with respect to Executive under this Agreement
upon or as a result of his termination of employment shall be made or promptly provided
after the six-month anniversary of Executive’s date of termination to the extent
necessary to avoid the imposition on Executive of any additional tax imposed under
Section 409A of the Code. All payments due and owing for the six month period shall be
paid on the first day following the six month anniversary of Executive’s date of
termination, with interest at the prime lending rate as published in The Wall Street
Journal and in effect as of the date the payment or benefit should






 









 






Mr. Bennett S. LeBow

January 27, 2006

Page 2





otherwise have been provided. In addition, if any payment or benefit permitted or
required under this Agreement or otherwise is reasonably determined by either party
to be subject for any reason to a material risk of additional tax pursuant to
Section 409A of the Code, then the parties shall promptly negotiate in good faith
appropriate provisions to avoid such risk without increasing the cost of this
Agreement to the Company or, to the extent practicable, materially changing the
economic value of this Agreement to Executive.”



          4. Each amendment above shall be effective as of September 27, 2005.




     B. Effective December 13, 2005, upon the merger of New Valley Corporation with a subsidiary of
the Company, Executive’s employment agreement dated as of June 1, 1995, as amended, with New Valley
Corporation terminated, without further force or effect, and is superseded by this Agreement.



     C. This letter agreement constitutes an amendment to and a modification of the Agreement and
shall for all purposes be considered a part of the Agreement. Except as amended hereby, the
Agreement is confirmed and ratified in all respects and shall remain in full force and effect.



     Please indicate your agreement with the foregoing by countersigning two copies of this letter
agreement in the space provided below and returning one of such copies to us.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	VECTOR GROUP LTD.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Richard J. Lampen	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Richard J. Lampen	 	 
	 

	 	 	 	 	 	 	 	Executive Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The foregoing letter agreement	 	 	 	 	 	 	 	 
	is consented and agreed to as	 	 	 	 	 	 	 	 
	of the date first above written.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Bennett S. LeBow	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Bennett S. LeBow