exhibit_10-2.htm


    EXHIBIT
10.2


      

        AMENDMENT NO.
2

        TO

        EMPLOYMENT
AGREEMENT

        


        This Amendment No. 2 (the “Amendment”)
to the Employment Agreement, dated August 15, 2003, as amended on
June 30, 2005 (the “Employment Agreement”), by and between Walco
International, Inc., a Delaware corporation (the “Company”) and William F.
Lacey (the “Executive”) is entered into as of the 31st of December, 2008
(“Effective Date”).

        


        WHEREAS the Company and the Executive
desire to amend certain terms of the Employment Agreement as set forth
herein;

        


        NOW THEREFORE, for good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

        


        1.           Capitalized
Terms.  All capitalized terms used, but not defined herein,
shall have the same meaning as prescribed in the Employment
Agreement.

        


        2.           Amendment to Section 5.1 of
the Employment Agreement.  Section 5.1 of the Employment
Agreement is hereby deleted and replaced in its entirety by the
following:

        


        5.1           Death.  In
the event of the Executive's death during the term hereof, the Executive's
employment hereunder shall immediately and automatically
terminate.  In that event, the Company shall, in a lump sum on the
90th day following the date of the Executive's death or sooner if required by
applicable law, pay to the Executive's designated beneficiary or, if no
beneficiary has been designated by the Executive, to his estate, any earned and
unpaid Base Salary and any Bonus earned but unpaid, pro-rated through the date
of his death, plus (12) months Base Salary.

        


        3.           Amendment to Section 5.2.1
of the Employment Agreement.  Section 5.2.1 of the Employment
Agreement is hereby deleted and replaced in its entirety by the
following:

        


        5.2.1                      The
Company may terminate the Executive's employment hereunder, upon notice to the
Executive, in the event the Executive becomes disabled during his employment
hereunder and thereby is, by reason of any medically determinable physical or
mental impairment that can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months, either (a) unable to
engage in any substantial gainful activity or (b) receiving income replacement
benefits for a period of not less than three months under an accident and health
plan covering employees of the Company.

        


        4.           Amendment to the Second
Sentence of Section 5.5 of the Employment Agreement.  The
second sentence of Section 5.5 of the Employment Agreement, as amended on June
30, 2005, is hereby deleted and replaced in its entirety by the
following:

        


        The
following shall constitute Good Reason for termination by the Executive: (i)
willful failure of the Company to provide the Executive the Base Salary and
benefits in accordance with the terms of Section 4 hereof, (ii) a material
diminution in the nature or scope of the Executive's powers, duties or
responsibilities without the Executive's prior consent; provided, however, that
any diminution of the business of the Company or any of its Affiliates,
including without limitation the sale or transfer of any or all of the assets of
the Company or any of its Affiliates, shall not constitute "Good Reason", or
(iii) any other material breach of this Agreement.  If the Executive
believes Good Reason exists for terminating this Agreement, he shall give the
Company written notice of the acts or omissions constituting Good Reason within
90 days of the initial existence of such acts or omissions, and no termination
of this Agreement shall be effective unless and until the Company fails to cure
such acts or omissions within 30 days after receiving the written notice and the
Executive separates from service within two years following the initial
existence of the acts or omissions giving rise to Good Reason.

        


        5.           Entire
Agreement.  This Amendment constitutes the sole and entire
agreement of the parties with respect to the second amendment of the Employment
Agreement; supersedes all prior verbal and written understandings and agreements
between the parties relating to its subject matter; and may not be modified
except in a writing signed by both parties.

        


        IN WITNESS WHEREOF, the undersigned
have executed this Amendment as of the Effective Date.



       

      
        	 EXECUTIVE  	 	 WALCO
      INTERNATIONAL, INC.
	 	 	 
	/s/
      William F. Lacey	 	 By:    /s/ Damian
      Olthoff    
	 William F.
      Lacey       	 	 Name:   Damian
      Olthoff
	 	 	 Title:  General Counsel and
      Secretary