Amendment to Employment Agreement between Tornier, Inc. and Kevin M. Klemz (February 16, 2015)
This amendment updates the employment agreement between Tornier, Inc. and Kevin M. Klemz, originally dated September 13, 2010. It revises specific clauses related to changes in the executive's salary, bonus, and employee benefits following a change in control of the company. The amendment clarifies the conditions under which reductions in compensation or benefits would be considered material. Both parties have agreed to these changes as of February 16, 2015.
Exhibit 10.5
AMENDMENT
TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT (Amendment) is made as of this 16th day of February 2015, to the Employment Agreement (the Agreement) dated September 13, 2010 by and between Tornier, Inc. (the Company) and Kevin M. Klemz (the Executive).
1. Clauses (ii) and (iii) of Section 6(f)(v) are amended and restated to read as follows:
(ii) a material reduction by the Company in the Executives base Salary or Bonus as in effect immediately prior to the Change in Control or as thereafter increased, (iii) the failure by the Company to cover the Executive under employee benefit plans that, in the aggregate, provide substantially similar benefits to the Executive and/or his family and dependents at a substantially similar total cost to the Executive (e.g., premiums, deductibles, co-pays, out-of-pocket maximums, required contributions, taxes and the like) relative to the benefits and total costs under such benefit plans in which the Executive (and/or his family or dependents) was participating at any time during the 90-day period immediately preceding the Change in Control and which represents a material diminution from the Executives base compensation as in effect immediately prior to the Change in Control, or
IN WITNESS WHEREOF, the parties have duly caused this Amendment to be executed as of the date first above written.
Tornier, Inc. | ||||||
/s/ Kevin M. Klemz | By: | /s/ Greg Morrison | ||||
Kevin M. Klemz | ||||||
Name: | Greg Morrison | |||||
Title: | SVP, Human Resources |