Exhibit 10.9.2





EXHIBIT 10.9.2









435 Devon Park Drive

Building 800

Wayne, PA 19087

610.293.0600

(FAX) 610.293.0601




December 9, 2008




Stephen T. Zarrilli

314 Jefferson Drive

Malvern, PA 19355




Dear Steve:



This letter is intended to amend the provisions of that letter agreement between Safeguard
Scientifics, Inc. and you, dated May 28, 2008 (the “Existing Agreement”). Other than as set forth
below, the terms of the Existing Agreement remain unchanged.



The following two paragraphs of the Existing Agreement are hereby amended and restated in their
entirety to read as follows:




The first paragraph of the section entitled “Severance” beginning on page 2 of the Existing
Agreement:




“Severance. Subject to the terms and conditions set forth below, in the
event that (A) your employment with Safeguard is terminated by Safeguard without
“cause”, as defined below, or by you for “good reason”, as defined below, within
18 months following a “change of control,” as defined below, of Safeguard (“Change
of Control Termination”) or (B) your employment with Safeguard terminates for any
reason other than (i) your death or disability, (ii) Safeguard’s termination of your
employment for cause or (iii) your resignation without good reason (such a
termination, a “Severance Termination”), Safeguard will provide you with the
following benefits, which together with any benefits provided under the applicable
terms of any other plan or program sponsored by Safeguard (other than any plan,
program or arrangement intended to pay severance benefits following termination of
employment), and applicable to you, will be the only severance benefits or other
payments in respect of your employment with Safeguard to which you will be entitled,
and, except as otherwise noted below, will be paid within the later of 45 days after
your date of termination or Safeguard’s receipt of your request for reimbursement,
as applicable, subject to your execution of the General Release described below.”


 


 









 






The last paragraph beginning on page 5 of the Existing Agreement:




“In this letter, the term “good reason” means (i) your assignment (without your
consent) to responsibilities or duties of a materially lesser status or degree than
your current responsibilities or duties; provided, however, that a mere change in
your area of
responsibilities will not constitute a material change if you are reasonably suited
by your education and training for such responsibilities and you remain Senior
Vice-President and Chief Financial Officer of Safeguard; (ii) a material reduction
of your base salary; (iii) the relocation of Safeguard’s principal executive offices
to a location which is more than 35 miles away from the location of Safeguard’s
principal executive offices on the date of this Agreement; or (iv) Safeguard’s
material breach of this agreement. Notwithstanding the foregoing, no event or
condition described in clauses (i) through (iv) will constitute good reason unless
(a) you give Safeguard written notice of your intention to terminate your employment
for good reason and the grounds for such termination, (b) the notice described in
(a) is provided within 90 days after the event giving rise to the good reason
termination occurs, and (c) such grounds for termination (if susceptible to
correction) are not corrected by Safeguard within 30 days after its receipt of such
notice. If Safeguard does not correct the ground(s) for termination during the
30-day period following your notice of termination, your termination of employment
for good reason may become effective within 90 days after the end of the cure
period, in order for your termination to be treated as a “good reason” termination
under this Agreement. If your termination occurs after the end of such 90-day
period, such termination shall be treated as a voluntary termination other than for
“good reason” and you will not be entitled to severance benefits under this
Agreement.”



Please signify your agreement to this amendment to your Existing Agreement by countersigning a copy
of this letter and returning one copy to me.



Sincerely,




	 	 	 
	/s/ Brian J. Sisko
	 	 
	 

Brian J. Sisko

	 	 
	Senior Vice President and General Counsel
	 	 






	 	 	 	 	 	 	 
	Agreed and accepted:

	 	/s/ Stephen T. Zarrilli
	 	 	 	12/9/08 
	 

	 	 

Stephen T. Zarrilli
	 	 	 	 
Date 







 


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