Amendment to Agreement
 
 
 
 
                           Wilshire Enterprises, Inc.
                                921 Bergen Avenue
                              Jersey City, NJ 07306
 
 
March 29, 2004
 
Ms. Sherry Wilzig Izak
 
Livingston, NJ
 
Dear Sherry:
 
As you know, your contributions over the years to Wilshire Enterprises, Inc.
have contributed to Wilshire's success and are greatly appreciated. Accordingly,
the Compensation Committee of the Board of Directors has approved a special
severance bonus that will be paid to you if and when you leave the employ of
Wilshire. Receipt of the special bonus will be subject only to your execution of
a General Release, which will be provided at the time of separation. This
special bonus or severance will be paid to you in appreciation of your past
services and your loyalty to Wilshire.
 
Accordingly, upon termination of your employment with Wilshire for whatever
reason or under any circumstances, whether initiated by Wilshire or by you, and
whether with or without cause, including but not limited to death or disability,
you (or your heirs) will receive a special bonus equal to $200,000, less
customary deductions or withholdings, payable on the date of termination of
employment; provided however that you shall not receive the special bonus if you
are terminated by Wilshire for "Cause". For purposes of this letter agreement,
"Cause" for termination shall exist only upon (i) the commission by you of any
material act of dishonesty with respect to the Company which would, in the
reasonable judgment of the Board of Directors, have a material adverse effect
upon the Company, (ii) the commission by you of any act of moral turpitude or
your conviction of any felony or (iii) any violation of law (excluding
misdemeanors) the effect of which would, in the reasonable judgment of the Board
of Directors, have a material adverse effect upon the Company. If for any reason
you are required to litigate in order to collect this bonus, you will also be
entitled to recover your attorneys fees and other collection costs.
 
In consideration, you agree that all prior employment and severance agreements
with the Company are terminated as of the date hereof.
 
<PAGE>
 
On behalf of the Board of Directors and myself, thank you for your continued
loyalty, dedication and commitment to Wilshire's success.
 
Sincerely,                                           AGREED:
 
 
By: /s/ Philip G. Kupperman                       By: /s/Sherry Wilzig Izak
   -----------------------------                     ---------------------------
    Philip G. Kupperman                               Sherry Wilzig Izak
    President                                         Chairman and CEO
 
 
 
 
</TEXT>
</DOCUMENT>

 

 

EX-10.26 3 v144752_ex10-26.htm

Wilshire Enterprises, Inc.

1 Gateway Center

Newark, New Jersey 07102

 

December 31, 2008

 

Ms. Sherry Wilzig Izak

 

Livingston, NJ

 

 

Dear Sherry:

 

Reference is made to the letter agreement, dated as of March 29, 2004, by and between Wilshire Enterprises, Inc. and you (the "Letter Agreement").

 

As both Wilshire Enterprises, Inc. ("Wilshire") and you desire to amend the Letter Agreement in order to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), this letter agreement shall serve as an amendment to the Letter Agreement.

 

The special bonus described in the Letter Agreement is subject to your execution of a General Release.  Notwithstanding any provision of the Letter Agreement to the contrary, upon your termination of employment from Wilshire for any reason as described in the Letter Agreement (other than by reason of your death), Wilshire shall provide you with a General Release for your review within five (5) days of such event.  You shall be provided twenty-one (21) days (or such longer period as may be required under applicable law) to execute such General Release.  Provided that you execute the General Release as described above, you will be paid the special bonus on the fifth (5th) day immediately following the date on which such General Release becomes effective; provided, however, that (i) if your termination of employment occurs on or prior to November 20 of any calendar year, the special bonus will be paid no later than December 31 of such calendar year and (ii) if your termination of employment occurs on or after November 21 of any calendar year, the special bonus will be paid no earlier than January 1 of the following calendar year (provided that, in each case, the General Release becomes effective).  In the event of your death, the special bonus will be paid to your estate within 5 days of your death.

 

 

 

 

 


 

 

The payment of the special bonus is intended to comply with Section 409A of the Code and the regulations thereunder so as not to be subject to an "additional tax" within the meaning of Section 409A of the Code.  In no event may you, directly or indirectly, designate the calendar year of the payment of the special bonus. Notwithstanding anything contained in the Letter Agreement to the contrary, if you are a “specified employee” (determined in accordance with Section 409A of the Code and Treasury Regulation Section 1.409A-3(i)(2)) as of the termination of your employment with Wilshire, and if the payment of the special bonus both (i) constitutes a “deferral of compensation” within the meaning of Section 409A of the Code and (ii) cannot be paid or provided to you in the manner provided under the Letter Agreement or otherwise without subjecting you to additional tax, interest and/or penalties under Section 409A of the Code, then the special bonus shall, subject to your execution and effectiveness of a General Release in accordance with the second paragraph of this letter, be paid to you (or to your estate, if applicable) in a lump sum cash payment (together with interest on such amount during the period of such restriction at a rate, per annum, equal to the applicable federal short-term rate (compounded monthly) in effect under Section 1274(d) of the Code on the date of termination) on the earlier of (x) your death or (y) the first business day of the seventh calendar month immediately following the month in which your termination of employment occurs.

 

 

 

 

 

WILSHIRE ENTERPRISES, INC.

 

 

 

/s/ Francis J. Elenio____________

By:           Francis J. Elenio

Title:        Chief Financial Officer

 

 

 

 

 

AGREED:

 

 

/s/ Sherry Wilzig Izak___________

Sherry Wilzig Izak

Chairman and Chief Executive Officer