Exhibit
10.3


 


AMENDMENT TO SUCCESS
BONUS AGREEMENT


 


AMENDMENT
(this “Amendment”) dated October 7, 2007, by and between United
Industrial Corporation, a Delaware corporation (“Company”) and James H.
Perry (“Employee”).


 


W I T N E S S
E T H :


 


WHEREAS, the parties
hereto are parties to that certain Success Bonus Agreement dated as of April
10, 2002 (the “Success Bonus Agreement”) and they desire to amend the Success
Bonus Agreement as provided herein.


 


NOW THEREFORE,
in consideration of the premises and mutual covenants hereinafter contained,
the parties hereto agree as follows:


 


1.             Section 1 of the
Success Bonus Agreement shall be amended by adding the following provisions at
the end thereof:


 


“The foregoing
single sum payment (the “Success Bonus”) shall also be paid to the
Employee if, prior to the Change in Control, his employment is terminated by
the Company without “Cause” or by the Employee for “Good Reason,” each as
defined below. Such payment of the Success Bonus shall only be made after expiration
of the 409A Delay Period, as set forth in Section 8 below.


 


For purposes
of this Agreement, the term “Change in Control” shall mean (i) any person or
other entity (other than any of the Company’s subsidiaries), including any
person as defined in Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended, becomes the beneficial owner, as defined in Rule 13d-3 of such Act,
directly or indirectly, of more than fifty percent (50%) of the total combined
voting power of all classes of capital stock of the Company normally entitled
to vote for the election of directors of the Company (the “Voting Stock”),
(ii) the sale of all or substantially all of the property or assets of the Company,
(iii) the consolidation or merger of the Company with another corporation
or other entity (other than with any of the Company’s subsidiaries), the
consummation of which would result in the stockholders of the Company
immediately before the occurrence of the consolidation or merger owning, in the
aggregate, less than 50% of the Voting Stock of the surviving entity, or (iv) a
change in the Board of Directors of the Company occurs with the result that the
members of such Board of Directors on April 8, 2004 (the “Incumbent
Directors”) are replaced during any 12-month period by directors whose
appointment or election is not endorsed by a majority of the Incumbent
Directors prior to the date of such appointment or election, provided
that any person becoming a director whose election or nomination for election
was supported by a majority of the Incumbent Directors shall be considered an
Incumbent Director for purposes hereof.”


 


2.             The Success Bonus
Agreement shall be further amended by adding the following new Section 8 to the
end thereof:


 

















 


“8.           In the event that the Employee is deemed to be a “specified
employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Internal
Revenue Code of 1986, as amended (“Code”)) in accordance with procedures
set by the Company at the time of Employee’s termination hereunder, payment of
the Success Bonus described in Section 1 hereof shall be delayed for a period
of six months immediately following the Employee’s termination of employment
(the “409A Delay Period”). In such event, the Success Bonus shall be
paid to the Employee on the day immediately following the expiration of the
409A Delay Period. The Employee shall not be entitled to any interest on or in
respect of any amount not paid during the 409A Delay Period. Notwithstanding
anything herein to the contrary, if the Success Bonus is payable to the
Employee as a result of his termination of employment, the Employee shall only
be entitled to receive such payment if the Employee has incurred a “separation
from service” within the meaning of the regulations issued under Code Section
409A.


 


It is intended that this Agreement comply
with the provisions of Section 409A of the Code and this Agreement shall be
limited, construed and interpreted in a manner consistent with this intent.”


 


3.             Except as amended
hereby, the Success Bonus Agreement shall remain in full force and effect and
is hereby ratified and confirmed.


 


4.             This Amendment may be
executed in one or more counterparts, each of which shall constitute an
original and all of which together shall constitute one agreement.


 


IN WITNESS
WHEREOF, this Amendment has been duly executed by the parties hereto as of the
day and year first above written.


 


	
   

  	
  UNITED INDUSTRIAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anna-Maria G. Palmer

  	
   

  
	
   

  	
  Name:  Anna-Maria G. Palmer

  
	
   

  	
  Title: Vice President, Human Resources

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ JAMES H. PERRY

  	
   

  
	
   

  	
  JAMES H. PERRY

  	
   

  



 


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