mm03-0410_8ke101.htm


    Exhibit
10.1

    


    Leucadia
National Corporation

    315 Park
Avenue South

    New York,
New York 10010

    


    


    


    


    Mr.
Justin R. Wheeler

    c/o
Leucadia National Corporation

    529 East
South Temple

    Salt Lake
City, Utah 84102

    


    


    March 1, 2010

    


    Dear
Justin:

    


    This
letter is intended to induce you to remain in the employ of Leucadia National
Corporation (“LUK”) and shall confirm our understanding as to the following
matters:

    


    
      	
              1.)  

            	
              If
      there is a “Change of Control” of LUK during five years from the date
      hereof, and you are an executive officer of LUK at that time, you shall
      then have the option, exercisable by written notice within six (6) months
      after the Change of Control, to terminate your LUK employment and to
      receive, in addition to all other benefits to which you may be then
      entitled, a lump sum payment (the “Payment”) as defined
    below.

            


    

    


    
      	
              2.)  

            	
              For
      purposes of the this agreement:

            


    

    
      	
              (a)  

            	
              “Change
      of Control” shall occur at such time as neither Ian M. Cumming or Joseph
      S. Steinberg is then serving as LUK’s Chief Executive Officer;
      and

            


    

    
      	
              (b)  

            	
              “Payment”
      shall mean $2,500,000 (the “Target Amount”); provided, however, that if
      the Target Amount, taken together with any amounts or benefits otherwise
      paid or distributed to you by LUK and/or its subsidiaries and affiliates
      (collectively “Covered Payments”), would be an “excess parachute payment”
      as defined in Section 280G of the Internal Revenue Code of 1986, as
      amended and the underlying regulations (the “Code”), and would subject you
      to the Excise Tax under Section 4999 of the Code (or any similar tax that
      may hereafter be imposed), the Target shall be reduced to the maximum
      amount which may be paid without you becoming subject to the Excise
      Tax.

            


    

    


    
      	
              3.)  

            	
              Notwithstanding
      the foregoing, you shall not be entitled to receive the Payment or any
      portion thereof if your employment terminates after a
    Change

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

      
        	
                 

              	
                of
      Control as a result of the commission by you of any act of gross
      negligence in the performance of your duties or obligations to LUK or any
      of its subsidiary or affiliated companies, or the commission by you of any
      material act of disloyalty, dishonesty or breach of trust against LUK or
      any of its subsidiary or affiliated
companies.

              


      

       

    

    
      	
              4.)  

            	
              A
      termination of employment shall not be deemed to have occurred for
      purposes of any provision of this Agreement providing for the payment of
      any amounts or benefits subject to Section 409A upon or following a
      termination of employment unless such termination is also a “separation
      from service” within the meaning of Section 409A and, for purposes of any
      such provision of this Agreement, references to a “termination,”
      “termination of employment” or like terms shall mean “separation from
      service.” If you are deemed on the date of termination to be a “specified
      employee” within the meaning of that term under Section 409A(a)(2)(B),
      then with regard to any payment considered “deferred compensation” under
      Section 409A (whether under this Agreement, any other plan, program,
      payroll practice or any equity grant and is due upon your separation from
      service), such payment shall not be made or provided until the date which
      is the earlier of (A) the expiration of the six (6) month period measured
      from the date of your “separation from service”, and (B) the date of
      Executive’s death (the “Delay Period”) and this
      Agreement and each such plan, program, payroll practice or equity grant
      shall hereby be deemed amended
accordingly.

            


    

    


    
      	
              5.)  

            	
              You
      agree that while you are employed by LUK and for two (2) years thereafter,
      you will not, directly or indirectly, as a stockholder or partner or
      owner, investor, principal or agent, or in any other manner, engage in any
      business, within any geographic area in which LUK or its subsidiaries or
      affiliates conduct business, which competes in any manner with any
      business conducted by LUK or its subsidiaries or affiliates prior to such
      termination date.  Further, during such period, you agree not to
      directly or indirectly solicit or induce any of LUK’s or its subsidiaries
      or affiliates to leave his or her
employment.

            


    

    


    
      	
              6.)  

            	
              Nothing
      herein contained shall be construed as creating an employment contract
      between you and LUK, it being understood that your employment shall be “at
      will.”

            


    

    


    
      	
              7.)  

            	
              At
      the end of the five year period from the date hereof and if a “Change of
      Control” has not occurred, the Board of Directors of LUK, may upon the
      recommendation of LUK’s Compensation Committee, choose, in its sole
      discretion, and based upon its evaluation of your performance during the
      five year period, to award you all or any portion of the
      Payment.

            


    

    


    
      	
              8.)  

            	
              This
      agreement shall be binding on you and LUK and LUK’s successors and shall
      be governed by and construed in accordance with the laws of the State of
      New York.

            


    

    


    Please
confirm your understanding by signing below.

    


    


    
      	 
      	
              Very
      truly yours,

            
	 
      	 
      
	 
      	
              LEUCADIA
      NATIONAL CORPORATION

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
                /s/  Ian
      M. Cumming

            
	 
      	 
      	
              Name:

            	
              Ian
      M. Cumming

            
	 
      	
               

            	
              Title:

            	
              Chairman
      of the Board

            
	 
      	 
      	 
      	 
      	 
      
	
              Agreed
      to:

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      
	
              Justin
      R. Wheeler