Exhibit



Exhibit 10.2



AMENDMENT TO EMPLOYMENT AGREEMENT


THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of December 1, 2016 by and between JASON INDUSTRIES, INC., a Delaware corporation (the “Company”) and BRIAN K. KOBYLINSKI (“Executive”).


BACKGROUND


A.    The Company and Executive are parties to an Employment Agreement dated April 8, 2016, as amended pursuant to that certain Letter Agreement dated April 11, 2016 (collectively the “Original Agreement”).


B.    The Company and Executive desire to amend the Original Agreement, effective as of the date of this Amendment, as set forth below.    


AGREEMENTS


NOW, THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter set forth, the parties agree as follows:


1.Section 1 of the Original Agreement is hereby replaced in its entirety with the following:


Employment.  The Company agrees to employ Executive, and Executive hereby desires to be employed by the Company to serve as the Chief Executive Officer, upon the terms and conditions as set forth in this Agreement on an at-will basis, for the period beginning on December 1, 2016 unless and until his employment is terminated pursuant to Section 4 hereof (such period, the “Employment Period”).  Executive acknowledges that either he or the Company may terminate his employment at any time for any reason.  From April 25, 2016 (the “Effective Date”) through November 30, 2016, Executive was employed as the President & Chief Operating Officer of the Company. 


2.Section 2(a) of the Orginal Agreement is hereby replaced in its entirety with the following:


Title and Duties. During the Employment Period, Executive shall serve as the Chief Executive Officer of the Company. As such, he shall have the normal duties, responsibilities and authority of such position, subject to the power of the Board of Directors of the Company (the “Board”), to expand or limit such duties, responsibilities and authority within the confines of the ordinary duties, responsibilities and authority of a Chief Executive Officer. At such time as Executive’s employment with the Company terminates, he will be deemed to have resigned from any positions with the Company Group (defined below) or any other affiliated entity, including any officer or director position.


3.Section 2(b) of the Orginal Agreement is hereby replaced in its entirety with the following:


Reporting; Business Time. Executive shall report to the Board, and Executive shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its respective direct or indirect subsidiaries whether currently existing or hereafter acquired or formed (collectively, the “Company Group”). Executive shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner. Executive shall not serve as a director (or in any similar type position) for any company or other entity (other than a member of the Company Group) without the prior written approval of the Board.







    


4.Section 3(a) of the Orginal Agreement is hereby replaced in its entirety with the following:


Base Salary.   Executive’s   base  salary  shall  be $700,000   per annum,   subject to increase     (but   not   decrease    without   the   written     consent     of  Executive)     from  time to   time   by   the   Board   (or   a  committee    thereof)   in   its   sole   discretion    (such   amount,    as adjusted,   the “Base   Salary”),   which  salary shall be payable  in regular  installments  in  accordance with  the  Company’s   general   payroll  practices   and  shall  be  subject  to  customary   withholding.


5.Section 3(b) of the Orginal Agreement is hereby replaced in its entirety with the following:


Bonus.   During  the  Employment   Period,   Executive  will  participate   in the Company’s    annual  bonus  plan  applicable   to  senior   executives    and  thereunder   be  eligible  to receive  an  annual  cash  bonus  (the  “Bonus”)   in  the  amount  of  100%  of the  Base  Salary  upon achievement   of target-level  performance   (the  “Target  Bonus”),   to  a maximum   of  150% of the Target  Bonus.  The  actual  amount  of  any  Bonus   shall  be  determined   pursuant   to  the  annual bonus  plan,   which  shall be determined  by the Board.   All Bonuses  shall  be paid  in  the calendar year  following  the calendar  year to which  they  relate  at the same  time bonuses  are paid to other senior   executives   of the  Company,   and the  Company  shall  use  commercially   reasonable   efforts to make  payment  of any  such  Bonus  by  March  15 of the  calendar  year  following  the  calendar year  to  which  such  Bonus  relates.   For  the  avoidance  of doubt,   Executive  will be  eligible  for a full annual bonus  with regard to the 2016 calendar  year,  as if Executive  had been  employed  as of January  1,  2016.  To the extent  any terms  of the applicable  bonus  plan  conflict  with  the terms  of this   Agreement,   the  bonus  plan’s   terms  shall  control.  In  addition,   the  Company   may  amend, restate  or terminate  its bonus  plan in its sole discretion  from time to time  and Executive’s   receipt of any bonus  is subject to meeting  eligibility  requirements.


6.Notices and all other communications to the Company under Section 20(a) of the Orginal Agreement shall be addressed as follows: 


Jason Industries, Inc. 
833 East Michigan Street, Suite 900
Milwaukee, WI 53202
Attention: Vice President, General Counsel & Secretary


7.Except as provided in this Amendment, the Original Agreement shall continue in full force and effect in accordance with its original terms.


8.This Amendment may be executed in counterparts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.  Execution of a facsimile or Portable Document Format (PDF) copy shall have the same force and effect as execution of an original.  


IN WITNESS WHEREOF, the parties have executed this Amendment to Employment Agreement as of the date first above written.




2





	
		
	COMPANY:
JASON INDUSTRIES, INC.,
a Delaware corporation 


By:  /s/ Thomas L. Doerr, Jr.                           
Name:  Thomas L. Doerr, Jr.
Title:  Vice President, General Counsel and Secretary
	EXECUTIVE:






By:  /s/ Brian K. Kobylinski                             
       Brian K. Kobylinski










3