AMENDATORY AGREEMENT (this Amendment), dated as of July 12, 2019, to the Amended and Restated Employment Agreement, dated as of August 31, 2016, and as further amended (the Employment Agreement), between Tower Automotive Operations USA I, LLC, a Delaware limited liability company (the Company), and Jeffrey Kersten (the Employee). (The Company and the Employee are each a Party and, collectively, the Parties.)
WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated July 12, 2019, by and among Tower International, Inc., a Delaware corporation (Tower), Autokiniton US Holdings, Inc., a Delaware corporation (Parent), and (iii) Tiger Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub) ( the Merger Agreement), Merger Sub will commence a cash tender offer (the Offer) to purchase any and all of the outstanding shares of common stock of Tower, par value $0.01 per share on the terms set forth in the Merger Agreement and, if such Offer is consummated, Merger Sub will merge with and into Tower (the Merger), with Tower surviving the Merger as a direct, wholly owned Subsidiary of Parent;
WHEREAS, the Company desires to enter into this Amendatory Agreement in order to induce the Employee to remain employed with the Company in light of the Merger; and
WHEREAS, the Parties desire to amend the Employment Agreement to clarify that Good Reason thereunder will exist if, as a result of a Change in Control (as defined therein), the Employee ceases to be the Chief Financial Officer of a company whose common stock is publicly traded;
NOW, THEREFORE, in consideration of the premises set forth in the above Recitals and other good and valuable consideration, the Parties hereby agree as follows:
1. The next to last paragraph of Section 5.3(e) of the Employment Agreement is hereby amended by adding the following at the end thereof:
Notwithstanding anything contained in this Agreement to the contrary, Good Reason shall be deemed to exist if, in connection with or following a Change in Control, Towers common stock ceases to be publicly traded on a national securities exchange (unless the Employee becomes (or continues as) the Chief Financial Officer of the ultimate parent entity of, or successor to, Tower, and the common stock of such parent entity or successor, as applicable, is publicly traded on a national securities exchange).