exv10w18w1







Exhibit 10.18.1




Section 409A Amendment




     WHEREAS, the individual whose name appears on the signature line below (“Employee”) is
employed by Mirion Technologies, Inc. (the employer, hereafter the “Company”);



     WHEREAS, Employee is a party to one or more employment agreements or a participant in one or
more arrangements (any such agreement or arrangement hereafter collectively, the
“Agreement”) that may provide deferred compensation within the meaning of Section 409A of
the Internal Revenue Code of 1986, as amended (the “Code”);



     WHEREAS, Employee and the Company desire to amend the Agreement to comply with Section 409A of
the Code;



     NOW, THEREFORE, Employee and the Company agree as follows:


1. Section 409A Compliance. Each Agreement is amended to include the following additional
provision:





     “Section 409A of the Code. It is the intention of the parties to this
Agreement that no payment or entitlement pursuant to this Agreement give rise to any
adverse tax consequences to the Employee under Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”) and Department of Treasury regulations and other
interpretative guidance thereunder, including that issued after the date hereof
(collectively, “Section 409A”) and the Agreement shall be interpreted to that end
and consistent with that objective.




     Notwithstanding any provision in this Agreement to the contrary, if the Employee is a
“specified employee” (as defined for purposes of Section 409A) on the date of separation
from service, no payment of deferred compensation subject to Section 409A under this
Agreement shall be made to the Employee during the six-month period beginning on the date
of separation from service unless the Company determines in good faith that the payment is
exempt from Section 409A’s required delay for specified employees. If any payment to the
Employee is delayed pursuant to the foregoing sentence, such payment instead shall be made
on the first business day following the expiration of the six-month period referred to in
the prior sentence. The Company shall not be liable for any determination, made in good
faith, that a payment of compensation is exempt from Section 409A.”


2. Payment of Bonuses. If the Agreement provides for the payment of an annual incentive
bonus, the Agreement is hereby amended to include the following additional provision:




1









 









     “Notwithstanding anything in this Agreement to the contrary, unless otherwise subject
to a valid deferral election, the Company shall pay any annual incentive bonus due to
Employee no later than two and one-half (2.5) months following the end of the taxable year
in which the Employee’s right to the bonus is no longer subject to a substantial risk of
forfeiture (or if later, within two and one-half (2.5) months following the end of the
Company’s taxable year in which the Employee’s right to the bonus is no longer subject to a
substantial risk of forfeiture).”


3. Fringe Benefits. If the Agreement provides for fringe benefits, the Agreement is
hereby amended to include the following additional provision:





     “Notwithstanding anything in this Agreement to the contrary, (i) no benefit or payment
due to Employee in respect of a fringe benefit shall be subject to liquidation or exchange
for another benefit or payment, and (ii) the amount reimbursed under a fringe benefit
arrangement in one calendar year shall not affect the amount reimbursed under such
arrangement in another calendar year, except that the Company shall not be precluded from
imposing a limit on the amount of expenses that may be reimbursed under a medical
reimbursement arrangement over some or all of the period in which the arrangement remains
in effect.”


4. Reimbursements. If the Agreement provides for reimbursements of expenses (whether
reimbursement of business expenses or reimbursement of certain expenses pursuant to a fringe
benefit arrangement), the Agreement is hereby amended to include the following additional
provision:





     “Notwithstanding anything in this Agreement to the contrary, expense reimbursements
shall be made by the Company based upon the Company’s standard business practices but no
later than on or before the last day of the Employee’s taxable year following the taxable
year in which the expense was incurred.”


5. Tax Payments. If the Agreement provides for reimbursements of taxes (such as a tax
gross-up):





     “Notwithstanding anything in this Agreement to the contrary, any reimbursement for
taxes due under this Agreement, such as pursuant to a provision providing for a tax
gross-up, shall be made by the Company as required but in no event later than the end of
the year in which the underlying tax payment was made.”


6. Severance Pay. If the Agreement provides for severance pay (other than a lump sum
severance pay), the Agreement is hereby amended to include the following additional provision:




2









 









     “Each severance payment due under this Agreement is hereby designated a “separate
payment” for purposes of Section 409A (as defined herein).”


7. Construction. If the Agreement uses different defined terms for the terms “Employee”,
“Company” and “Agreement” (as defined herein), then this Amendment shall be construed as if the
term contained in this Amendment were replaced with the applicable defined term from the original
Agreement.




ACCEPTED AND AGREED:




	 	 	 	 	 
	Signed:
	 	/s/ Seth B. Rosen 	 	 
	 

	 	 

	 	 
	Name:

	 	Seth B. Rosen	 	 
	 

	 	 

	 	 
	Date:

	 	12/18/2008	 	 
	 

	 	 

	 	 







3