EX-10.25






Exhibit 10.25




AMENDMENT TO

TECUMSEH PRODUCTS COMPANY

DIRECTOR RETENTION PHANTOM STOCK PLAN PLAN




The Tecumseh Products Company Director Retention Phantom Stock Plan (“Plan”) is amended, effective
January 1, 2005, so that Exhibit A reads as follows:



Exhibit A




For any portion of an Account becoming vested after December 31, 2004, “Company Change in Control,”
solely for the purposes of this Plan, shall mean (and be limited to) any change that qualifies as a
change of control event pursuant to Section 409A of the Internal Revenue Code of 1986, as amended,
Treasury Regulation § 1.409A-3(g)(5), and all subsequent relevant authority, including any one or
more of the following events:



a) a change in the ownership of the Company in compliance with Treasury Regulation §
1.409A-3(g)(5)(v) pursuant to which any person or group acquires ownership of stock of the Company
that, together with stock held by that person or group, constitutes more than 50 percent of the
total fair market value or total voting power of the stock of the Company.



b) a change in the effective control of the Company pursuant to Treasury Regulation §
1.409A-3(g)(5)(vi), pursuant to which either:



(1) any one person, or more than one person acting as a group, acquires (or has acquired during the
12-month period ending on the date of the most recent acquisition by such person or persons)
ownership (including acquisition of beneficial ownership) of stock of the Company possessing 35
percent or more of the total voting power of the stock of the Company; or



(2) a majority of members of the Company’s board of directors is replaced during any 12-month
period by directors whose appointment or election is not endorsed by a majority of the members of
the Company’s board of directors prior to the date of the appointment or election;



c) a change in the ownership of a substantial portion of the Company’s assets pursuant to Treasury
Regulation § 1.409A-3(g)(5)(vii) pursuant to which any one person or group acquires (or has
acquired during the 12-month period ending on the date of the most recent acquisition by such
person or persons) assets from the Company that have a total gross fair market value (as defined in
1.409A-3(g)(5)(vii)) equal to or more than 40 percent of the total gross fair market value of all
of the assets of the Company immediately prior to such acquisition or acquisitions.



d) For purposes of this Exhibit B, the following terms shall have the following meanings:



i) “person” shall mean a person as defined in Section 3(a)(9) of the 1934 Act.



ii) “beneficial ownership” shall be determined in accordance with Rule 13d-3 promulgated under the
1934 Act or any successor regulation.



iii) “group” shall mean a group as described in Rule 13d-5 promulgated under the 1934 Act or any
successor regulation provided such group falls within the purview of Treas. Reg. §§ 1.409A-



 









 







3(g)(v)(B), 1.409A-3(g)(5)(vi)(D), or 1.409A-3(g)(5)(vii)(C), as applicable. (The formation of a
group hereunder shall have the effect described in paragraph (b) of Rule 13d-5 promulgated under
the Securities Exchange Act of 1934 or any successor regulation.)



WITNESS execution of this amendment on December 19, 2008, on behalf of the Company by its duly
authorized officer.



	 	 	 	 	 
	 	TECUMSEH PRODUCTS COMPANY

 	 
	 	By  	/s/ Tim Atzinger
 	 
	 	 	Its    VP Global Human Resources 	 
	 	 	 	 




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