EX-10.3






Exhibit 10.3




Second Amendment to the Employment Agreement




     SECOND AMENDMENT, dated as of, and effective, December 31, 2008 (this “Amendment”), to
the Employment Agreement dated as of August 1, 2001, as amended effective as of October 31, 2006
(the “Agreement”) by and between Mafco Worldwide Corporation, formerly known as Pneumo Abex
Corporation, a Delaware corporation (the “Company”) and Stephen G. Taub (the
“Executive”).



     WHEREAS, the parties desire to amend the Agreement in certain respects; and agree that all
other terms and conditions of the Agreement shall otherwise remain in place, except as expressly
amended herein.



     NOW, THEREFORE, for valuable consideration, receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties do hereby agree to amend the
Agreement in the following respects, effective December 31, 2008:



     1. The forth sentence of Section 3.2 of the Agreement is amended and restated to read as
follows:




“A performance bonus or other bonus, if either or both are earned
in accordance with this Agreement, shall be paid on the March 15
of the calendar year next following the calendar year with respect
to which such bonus was earned.”




2. A new Section 10.6 is added to read as follows:



     “10.6 Section 409A.




          10.6.1 This Agreement is intended to satisfy the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended (“Section 409A”) with respect to amounts,
if any, subject thereto and shall be interpreted and construed and shall be performed by
the parties consistent with such intent. If either party notifies the other in writing
that one or more or the provisions of this Agreement contravenes any Treasury Regulations
or guidance promulgated under Section 409A or causes any amounts to be subject to interest,
additional tax or penalties under Section 409A, the parties shall agree to negotiate in
good faith to make amendments to this Agreement as the parties mutually agree, reasonably
and in good faith are necessary or desirable, to (i) maintain to the maximum extent
reasonably practicable the original intent of the applicable provisions without violating
the provisions of Section 409A or increasing the costs to the Company of providing the
applicable benefit or payment and (ii) to the extent possible, to avoid the imposition of
any interest, additional tax or other penalties under Section 409A upon the parties.




          10.6.2 Notwithstanding anything in this Agreement to the contrary, the following
special rule shall apply, if and to the extent required by Section 409A, in the event that
(i) the Executive is deemed to be a “specified employee” within the meaning of Section
409A(a)(2)(B)(i), (ii) amounts or benefits under this Agreement or any other



 









 







program, plan or arrangement of the Company or a controlled group affiliate thereof
are due or payable on account of “separation from service” within the meaning of Treasury
Regulations Section 1.409A-1(h) and (iii) the Executive is employed by a public company or
a controlled group affiliate thereof: no payments hereunder that are “deferred
compensation” subject to Section 409A shall be made to the Executive prior to the date that
is six (6) months after the date of the Executive’s separation from service or, if earlier,
the Executive’s date of death; following any applicable six (6) month delay, all such
delayed payments will be paid in a single lump sum on the earliest permissible payment
date.




          10.6.3 Any payment or benefit due upon a termination of the Executive’s employment
that represents a “deferral of compensation” within the meaning of Section 409A shall be
paid or provided to the Executive only upon a “separation from service” as defined in
Treas. Reg. § 1.409A-1(h). Each payment made under this Agreement shall be deemed to be a
separate payment for purposes of Section 409A. Amounts payable under this Agreement shall
be deemed not to be a “deferral of compensation” subject to Section 409A to the extent
provided in the exceptions in Treasury Regulation §§ 1.409A-1(b)(4) (“short-term
deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph
(iii)) and other applicable provisions of Treasury Regulation § 1.409A-1 through A-6.




          10.6.4 Notwithstanding anything to the contrary in Agreement, any payment or benefit
under this Agreement or otherwise that is exempt from Section 409A pursuant to Treasury
Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind
benefits) shall be paid or provided to the Executive only to the extent that the expenses
are not incurred, or the benefits are not provided, beyond the last day of the second
calendar year following the calendar year in which the Executive’s “separation from
service” occurs; and provided further that such expenses are reimbursed no later than the
last day of the third calendar year following the calendar year in which the Executive’s
“separation from service” occurs. To the extent any indemnification payment, expense
reimbursement, tax gross-up payment or the provision of any in-kind benefit is determined
to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise),
the amount of any such indemnification payment or expenses eligible for reimbursement, or
the provision of any in-kind benefit, in one calendar year shall not affect the
indemnification payment or provision of in-kind benefits or expenses eligible for
reimbursement in any other calendar year (except for any life-time or other aggregate
limitation applicable to medical expenses), and in no event shall any indemnification
payment or expenses be reimbursed or tax gross-up payment made after the last day of the
calendar year following the calendar year in which the Executive incurred such
indemnification payment or expenses, or, in the case of a tax gross-up payment, remits the
related taxes, and in no event shall any right to indemnification payment or reimbursement
or the provision of any in-kind benefit be subject to liquidation or exchange for another
benefit.”



     3. Section 3.7 of the Agreement is amended by (A) changing “Promptly” in the first sentence
thereof to “Thirty (30) days” and (B) adding the following to the end thereof:



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     “Notwithstanding anything to the contrary in this Section 3.7, a Change of Control hereunder
shall not be an Annuitization Date hereunder unless such event satisfies the definition of a change
in the ownership or effective control of a corporation, or a change in the ownership of a
substantial portion of the assets of a corporation pursuant to Section 409A of the Code and any
Treasury Regulations promulgated thereunder.”



     4. In all other respects, the provisions of the Agreement shall remain in full force and
effect.



     5. This Amendment shall be governed by and construed and enforced in accordance with the laws
of the State of New York applicable to agreements made and to be performed entirely in New York.



     6. This Amendment may be executed in one or more counterparts, each of which shall be deemed
to be a duplicate original, but all of which, taken together, shall constitute a single instrument.



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     IN WITNESS WHEREOF, the parties have caused this Second Amendment to the Agreement to be
executed and delivered as of December 31, 2008.



	 	 	 	 	 
	 	MAFCO WORLDWIDE CORPORATION

 	 
	 	By:  	/s/ Barry F. Schwartz
 	 
	 	 	Barry F. Schwartz 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	     /s/ Stephen G. Taub
 	 
	 	 	Stephen G. Taub