Second Amendment to Employment Agreement, Rufus H. Reitzel, Jr

EX-10.26 2 k02600exv10w26.txt SECOND AMENDMENT TO EMPLOYMENT AGREEMENT, RUFUS H. REITZEL, JR. EXHIBIT 10.26 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This AMENDMENT NO.2 TO EMPLOYMENT AGREEMENT ("Amendment No. 2"), dated as of December 23, 2005, is made between Asset Acceptance Holdings LLC, a Delaware limited liability company (the Company") and RUFUS H. REITZEL JR. (the "Executive"). RECITALS 1. Prior to the date hereof, the parties hereto entered into that certain Employment Agreement, dated September 30, 2002, along with one amendment thereto (the "Employment Agreement"). Capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Employment Agreement. 2. The parties hereto desire to further amend the Employment Agreement in the manner set forth below. AGREEMENT NOW THEREFORE, in consideration of these premises and subject to the terms and conditions contained herein and for other consideration provided herein, the parties agree as follows: A. Compensation; Benefits. Section 3(f) of the Employment Agreement is hereby amended and restated in its entirety as follows: (f) After the Executive's termination of employment with the Company, the Company will arrange and pay for insurance coverage for the Executive, for his lifetime, with respect to any medical or hospitalization expenses incurred by him (to the extent such expenses are not paid by Medicare, or any similar supplemental or successor government program); provided, that (i) such coverage may be comparable in scope to, and subject to a maximum lifetime dollar limit that is consistent with, the coverage provided under the Company's health insurance plan for active employees that provides the highest level of available benefits, as is in effect from time to time, and (ii) the Executive agrees to enroll in and maintain during his lifetime, all coverages available to him under Medicare, and any similar supplemental or successor government programs. To the extent that such coverage is deemed to be taxable to the Executive, the Company will pay to him such additional amount as is required to offset the amount of any tax which is payable for any calendar year with respect to both the coverage and the additional amount paid to offset the tax; provided that such amount shall be paid to the Executive no later than 2-1/2 months after the end of the calendar year to which such tax relates. B. 409A Tax Matters. The Employment Agreement is hereby amended by the addition of a new Section 24 to read as follows: 24. Tax Matters. Notwithstanding any other provision of this Agreement, the parties hereto agree to take all actions (including adopting amendments to this Agreement) as are required to comply with or to minimize any potential interest charges and/or additional taxes as may be imposed under Internal Revenue Code Section 409A with respect to any payment or benefit due to Executive under this Agreement (including a delay in payment until six months after the date of termination of Executive's employment hereunder, in the event Executive is a "specified employee" within the meaning of Code Section 409A). C. Miscellaneous. (1) Effective Date. This Amendment No. 2 shall be effective as of the date first set forth above. (2) Continuation of Employment Agreement. Except as expressly modified or amended hereby, all of the terms and conditions of the Employment Agreement shall continue and remain in full force and effect. (3) Counterparts. This Amendment No. 2 may be executed in any number of counterparts, each of which shall be treated as an original but all of which, collectively, shall constitute a single instrument. (4) Governing Law. This Amendment No. 2 shall be governed by and construed in accordance with the domestic laws of the State of Michigan, without giving effect to any choice or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Michigan. (5) Cooperation. In case at any time after the date hereof any further action is necessary to carry out the purposes of this Amendment No. 2, each of the parties hereto will take such further action (including the execution and delivery of such further instruments and documents) as the other party or parties reasonably may request, all at the sole cost and expense of the requesting party or parties. [Signatures Appear on the Following Page] In WITNESS WHEREOF, the parties hereto have duly executed this Amendment No. 2 as of the day and year first above written. ASSET ACCEPTANCE HOLDINGS LLC By: /s/ Nathaniel F. Bradley IV -------------------------------------- Nathaniel F. Bradley IV, President and Chief Executive Officer /s/ Rufus H. Reitzel, Jr. ---------------------------------- RUFUS H. REITZEL, JR.