EX-10.2






Exhibit 10.2




PERSONAL AND CONFIDENTIAL




REVISED 

OVERSEAS CONTRACT




January 4, 2005



Mr. Wilson Sun


42b Kadoorie Avenue


Kowloon, Hong Kong



Dear Wilson:



The conditions and terms of your assignment in Hong Kong as President, Asia Pacific for York
International Corporation effective January 1, 2005 are detailed as follows:




1. DEFINITIONS




	 	A.	 	“Family” is the employee’s spouse, unmarried dependent
children, and other persons living with the employee who are considered
dependents as defined by income tax regulations.






	 	B.	 	“Foreign Location” is a location situated outside of the
employee’s home country.






	 	C.	 	“Home Country” is normally the employee’s country of
citizenship, or the country of the employee’s permanent home residence
immediately prior to being assigned to a foreign location, as established by
York International Corporation prior to commencement of the foreign assignment.
For the purpose of the O.R.C. (Organization Resources Counselors, Inc.)
International Compensation Tables, the “home country” is defined as “U.S.A.”.






	 	D.	 	“Point of Origin” is that home country location to which York
International Corporation assumes the obligation to return the employee at
certain times during the foreign assignment, and at completion of assignment or
termination. The employee and York International Corporation shall designate
the point of origin, which will remain unchanged during the period of foreign
assignment.






2. PHYSICAL EXAMINATION




Once annually during the period of assignment, the employee is eligible for a
physical examination at York International Corporation’s expense. The examination
should be scheduled to coincide with home leave or business trips to the home
country.




3. IMMUNIZATIONS AND INOCULATIONS




The employee shall obtain, at York International Corporation’s expense, the
immunizations and inoculations required for travel through and/or residence in a
foreign country.




4. PASSPORTS AND VISAS




Necessary passports and visas for the employee shall be obtained by the employee at
York International Corporation’s expense.




5. RELOCATION ALLOWANCE AND REIMBURSEMENTS




A. Shipment and Storage of Household Goods




York International Corporation will pay the costs of packing, unpacking,
insuring, transporting and storage of furniture, household goods and
personal effects. Personal items and household goods of immediate use only
may be shipped air freight to the new location. All other goods and
furniture shall be shipped by Sea Freight up to a maximum of 10,000 pounds
and limited to one shipment from one location.




Prior to shipping goods to the foreign location, the employee shall submit a
detailed list of all items to be shipped, showing the value of each item.
This list is required for shipping, customs clearance and personal property
reimbursement should emergency evacuation later be necessary.




B. Travel




York International Corporation will pay for business class air
accommodations between the employee’s point of origin and the foreign
location for the employee and accompanying family members. The employee and
family members will be reimbursed for excess baggage charges for up to one
additional suitcase per traveler.




The employee and accompanying family members will be reimbursed for
incidental travel expenses including baggage handling and gratuities, and
local ground transportation at departure, stopover and terminal points. All
expenses shall be submitted for reimbursement on properly documented expense
reports.




Time spent in transit in excess of normal air travel time will be deducted
from the employee’s vacation time.




C. Temporary Housing




Should the employee be required to vacate the home country residence prior
to departure for the foreign location, due to rental/sale of the residence
and/or lack of household furnishings, the employee shall be reimbursed for
the cost


of temporary housing and reasonable living expenses for a maximum of two (2)
weeks.




Upon arrival at the foreign location, the employee shall be reimbursed for
temporary housing and living expenses incurred for a period not to exceed
thirty (30) days.




6. COMPENSATION




A. Base Salary




The employee’s base salary shall be determined by the standards applied to
positions comparable to the employee in the employee’s home country. Any
merit increases shall be based on performance and position in the salary
range. Your Base Salary will be $335,000 U.S. annually, effective January
1, 2005.




B. Annual and Long-Term Incentives




The employee will participate in the Senior Management Incentive Plan and
Asia Profit Sharing Plan (annual bonus) as well as York International’s
executive long-term incentive programs consisting of a mid-term plan and
equity awards.




C. Housing




Employee will receive a housing allowance of $10,000 per month and payable
in Hong Kong.




D. Post Differential




The post differential is designed to ensure that the employee experience the
same purchasing power for goods and services at the foreign assignment that
they would experience in the home country. If the cost of the goods and
services is greater in the foreign location than the employee’s home
country, the differential is positive. The allowance will be negative if
the cost of goods and services is lower. The amount of the differential is
established by O.R.C. location tables according to base salary level and
family size, and is paid or deducted monthly. The post differential is
currently $4,552/month.




The post differential becomes effective the day the employee moves into
foreign location housing, and terminates the day they leave that housing at
the end of the foreign assignment.




F. O.R.C. Revisions




New O.R.C. tables are published when O.R.C. conducts a periodic pricing
review in the home country or foreign location, or when exchange rates vary
significantly. York International Corporation will review the latest tables
in January and July of each year and adjust any allowance and post
differential up or down in accordance with the O.R.C. tables and
recommendations.




G. Other Required Deductions




Required payments to home country social insurance or retirement
programs and the employee’s contribution to York International Corporation
sponsored benefit programs will be deducted from the home country portion of
the employee’s compensation.




The employee will be reimbursed for any payments required by foreign
government programs from which the employee will not receive full benefit.




7. TAX COUNSEL 




York International Corporation will reimburse the costs of a professional tax
counselor to assist the employee in preparing required tax returns in Hong Kong and
any other jurisdictions where tax returns are due. In addition, employee will be
required to report to YORK on a semi-annual basis any business travel to the U.S. to
facilitate U.S. tax compliance. Note, however, that the employee is solely
responsible for filing any required foreign and home country tax returns and
payments of all applicable taxes.




8. BENEFITS




A. Coverage




The employee will participate in CIGNA International medical, dental, vision
and prescription drug plans at no cost. The employee will also continue to
participate in any supplemental accident insurance and long-term disability
insurance plans, as well as the York International Retirement and Investment
Plan.




B. Calculations




For any benefit program where contributions are calculated according to
salary, only the employee’s base salary shall be used in such calculation.
Retirement benefits shall be calculated on base salary and cash bonus (if
applicable) only.




C. Foreign Location Benefits Payments




If the employee receives an allowance or any other social benefit payment
from the foreign location government, such payment shall be returned to York
International Corporation.




D. Cash Advances for Medical Charges




Should the employee require extensive medical care which results in
substantial charges at the foreign locations which must be paid in advance,
the Vice President Human Resources may approve a cash advance to cover
required advance medical payments.




E. Worker’s Compensation




In the event that the employee sustains a work-related accident or injury at
the foreign location, the Vice President Human Resources shall ensure that
the employee receives treatment and compensation at least equal to that
which the employee would have received had the accident or injury been
sustained in the home country. If foreign government compensation is
inadequate, York International Corporation will make any necessary payments
to the employee to ensure equitable treatment.




9. HOME LEAVE, VACATION TIME AND HOLIDAYS




A. Home Leave




The employee is eligible for Home Leave after twelve (12) continuous months
at the foreign location.




York International Corporation will pay for business class round-trip
airfare by the most direct route, for the employee between the foreign
location and the point of origin. York International Corporation will
reimburse the employee for reasonable meal expenses, hotel accommodations,
gratuities and miscellaneous transportation expenses between the foreign
location and the point of origin.




Any time spent on authorized York International Corporation business during
the Home Leave shall not be charged against Home Leave time.




Because the intent of the Home Leave is to keep the employee
acquainted with family and friends, and any changing political and social
conditions in the home country, York International Corporation will not
provide pay in lieu of Home Leave during the foreign assignments.




B. Vacation Time




The vacation policy of the home country will apply.




C. Legal Holidays




Legal holidays at the foreign location shall be observed by the employee and
shall not be counted against vacation time.




10. ASSISTANCE PROGRAMS




A. Educational Assistance




The educational assistance program is designed to ensure that the employee’s
children attending primary and secondary school at the foreign location
receive the education necessary for them to advance grades along with their
home country peers.




Should public schools at the foreign location not meet this objective, York
International Corporation will pay for tuition, books, required school
uniforms and transportation costs for each child attending an adequate
private school at the foreign location.




If no adequate school is available at the foreign location, York
International Corporation, in addition to the above costs, will pay for
room, board, and two round trips per year between the nearest adequate
school and the foreign location.




York International Corporation will use O.R.C. recommendations in
determining the adequacy of foreign location schools. Should the employee
decide to educate a primary or secondary school in the home country, York
International Corporation will pay only the allowance that would have been
paid for tuition, room, board, and travel to the nearest adequate school.
York International Corporation will not pay for pre-primary education at the
foreign location. If the employee’s dependent attends college in the home
country, York International Corporation will pay for one round trip
annually, economy class, between the dependent’s college and the foreign
location. If the dependent incurs higher tuition costs because the employee
is no longer a resident in the home country, York International Corporation
will reimburse the employee for the cost in excess of normal tuition for one
year only.




B. Car Allowance




York International Corporation will provide a car allowance for the employee
for the duration of the foreign assignment. The amount will be $600/month
effective January 1, 2005.




11. EMERGENCIES




A. Security




If the foreign location is considered hazardous due to political unrest or
terrorist activities, local management and the employee shall determine
proper security measures and necessary steps to be taken in the event of a
security problem.




B. Evacuation




Should evacuation be necessary because of civil strife, war, etc., York
International Corporation will pay for all temporary travel and living
expenses for the employee.




York International Corporation shall reimburse the employee for all
reasonable personal property losses incurred not otherwise covered by
insurance.




C. Personal Emergencies




Any expenses resulting from emergency situations which the employee feels
should be considered for reimbursement shall be submitted in writing to the
Vice President Human Resources, who may authorize reimbursement to the
employee if appropriate.




D. Death or Illness of Immediate Family in the home country




In the case of death or critical illness involving a dependent not
residing at the foreign location, York International Corporation will pay
for round-trip economy class airfare to and from the home country for the
employee. The same cost will be reimbursed for the employee in the event of
death or critical illness involving a parent, sister or brother or child.




E. Death of Employee




If the employee dies at the foreign location and burial is local, York
International Corporation will pay all burial costs.




If the body is returned to the home country, York International Corporation
will pay all expenses of embalming the body, preparing it for shipment,
required documentation, required shipment containers and transportation by
air service to the point of origin.




12. REASSIGNMENT, RETIREMENT, OR TERMINATION




A. Reassignment




If the employee is reassigned to another foreign location at the completion
of a foreign assignment, all applicable provisions of this policy shall
apply.




If the employee is reassigned to a home country York International
Corporation unit, the relocation policy of the receiving unit shall apply.




B. Retirement




If the employee retires upon completion of the foreign assignment, York
International Corporation will pay all shipping and travel costs, in
accordance


with this policy, for the employee to a home country location designated by the employee.




C. Termination




If the employee initiates termination, the employee shall give York
International Corporation a minimum of thirty (90) days notice. The
employee shall receive regular salary through the last day worked, and any
accrued vacation pay in accordance with home country policy provided the
required thirty (90) days notice is given.




If York International Corporation initiates termination, York International
Corporation shall give the employee a minimum of thirty (30) days notice.
The employee shall receive regular salary through the last day worked, and
severance and/or accrued vacation pay in accordance with home country
policy.




In accordance with this policy, York International Corporation will pay all
moving and transportation expenses to the point of origin for the terminated
employee, provided the employee returns to the point of origin within thirty
(30) days of termination. If the employee chooses to remain at the foreign
location following termination, York International Corporation shall make no
payment in lieu of moving or transportation costs. For York International
to assume the cost of moving or transportation should employee initiate
termination, the employee must have completed a minimum of one (1) year at
the foreign assignment.




Any additional termination provisions are addressed in the employee’s
Employment Agreement dated as of January 1, 2005.




D. Duration




It is anticipated that this assignment is for a period of three (3) years
or more, if agreeable to York International Corporation and Wilson Sun.
However, the Company’s policy of “employment at will” guarantees no
particular length or duration of employment. Additionally, the employment
of every individual is subject to the normal policies of the Company and its
benefit plans, as they may be revised from time to time. Upon successful
completion of the assignment, the employee will be provided a comparable
position within the Company, subject to the “employment at will provision”.



YORK INTERNATIONAL CORPORATION



     




C. David Myers Date



I hereby confirm that I have read the conditions and terms of this reassignment and I do accept the
assignment as President, Asia Pacific for York International Corporation.



	 	 	 
	     

Wilson Sun

	 	     

Date