exv10w3






Exhibit 10.3




AMENDMENT

TO

AMENDED AND RESTATED EMPLOYMENT AGREEMENT




This Amendment is made and entered into this 17th day of December, 2009 by and between NORTEK, INC.
(“Employer”) and Richard L. Bready (“Employee”):




RECITALS





	 	1.	 	Employee, Employer and the Nortek Holdings, Inc. (“Holdings”) entered into that
certain Amended and Restated Employment Agreement dated August 27, 2004 (the “Agreement”).
	 
	 	2.	 	Employee and Employer desire to further amend the Agreement as provided herein and
Employee, Employer and Holdings agree that Holdings shall cease to be a party to the
Agreement and shall no longer be considered an “Employer” thereunder.





NOW THEREFORE, in consideration of the foregoing recitals, and of the promises, covenants, terms
and conditions contained herein, the parties hereto agree as follows:





	 	A.	 	Section 5(a) of the Agreement is amended by deleting such Section in its entirety and
replacing it with the following:
	 
	 	 	 	“5. Severance Pay






     (a)(i) If the Employment Period shall terminate for any reason, other than by reason of
termination by Employer for Cause under Section 3(d) of this Agreement, Employer shall
thereafter be obligated to provide and Employee, or in the event of his death, his estate,
shall be entitled to receive, for a period of 18 months beginning as of the date following such
termination (the “Benefit Period”) an amount for each month, payable in the manner set forth in
Section 2 hereof, equal to one-twelfth of the Basic Salary.




     (a)(ii) Upon a termination of employment or the Employment Period for any reason set
forth in subsection (a)(i), above other than by reason of Employee’s death, during the Benefit
Period, Employee shall also receive:




(A) continued coverage, at the expense of Employer, under the same or equivalent
disability, accident and life insurance policies as Employee was covered by
immediately prior to the termination of the Employment Period;



 









 






(B) an executive office for Employee located outside of Employer’s headquarters
but within Providence, Rhode Island and secretarial and other administrative
services, all reasonably suitable to Employee’s then current needs and consistent
with his former offices and duties during the Employment Period; and




(C) continuation of the perquisites specified in Section 2(f) hereof.”




	 	B.	 	Section 6 of the Agreement is hereby amended by deleting such Section in its
entirety.
	 
	 	C.	 	Section 7 of the Agreement is hereby amended by deleting such Section in its
entirety.
	 
	 	D.	 	A new Section 18 is added to the Agreement, which Section shall read as follows:
	 
	 	 	 	“18. Section 409A
	 
	 	 	 	Notwithstanding any other provision of this Agreement or any other plan, agreement, or
arrangement to the contrary, the terms of the Policy adopted by Nortek, Inc. and
Subsidiaries, dated December 28, 2008, governing the timing of payments by reason of
‘separation from service’ to ‘specified employees’, shall govern any applicable amounts
payable under this Agreement. Further notwithstanding any other provision of this
Agreement or any other plan, agreement, or arrangement to the contrary, the terms of the
Nortek, Inc. and Subsidiaries 409A Reimbursement Policy, dated December 28, 2008, governing
the timing of certain reimbursement payments, shall govern any applicable amounts payable
under this Agreement.”
	 
	 	E.	 	Each of Holdings, Employer and Employee acknowledge and agree that, as of the date
hereof, Holdings shall cease to be a party to the Agreement and shall no longer be
considered an “Employer” thereunder.
	 
	 	F.	 	This Amendment shall be governed by the laws of the State of Rhode Island and
Providence Plantations.
	 
	 	G.	 	All sections and cross-references in the Agreement are hereby renumbered
appropriately.
	 
	 	H.	 	Except as expressly amended by this Amendment, the Agreement shall remain in effect
and continue in accordance with its terms. For the avoidance of doubt, except as provided
in Section G of this Amendment, nothing in this Amendment shall be interpreted to modify,
alter or amend the provisions of Section 2(d) of the Agreement, and Employer shall not
take any position inconsistent with the foregoing.




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IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of December 17, 2009.




	 	 	 	 	 
	 	NORTEK, INC.

 	 
	 	By:  	/s/ Kevin W. Donnelly
 	 
	 	 	Name:  	Kevin W. Donnelly 	 
	 	 	Title:  	Vice President, General
 Counsel
and Secretary 	 
	 
	 	 	 
	 	 	                                                          /s/ Richard L. Bready
 	 
	 	 	Richard L. Bready 	 
	 	 	 	 
	 



Acknowledged and Agreed:




NORTEK HOLDINGS, INC.




	 	 	 	 	 
	By:  	/s/ Kevin W. Donnelly
 	 
	 	Name:  	Kevin W. Donnelly 	 
	 	Title:  	Vice President, General Counsel and Secretary 	 
	 




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