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Corning Inc/NY – ‘10-K’ for 12/31/08 – EX-10.54

On:  Tuesday, 2/24/09, at 8:02am ET   ·   For:  12/31/08   ·   Accession #:  1193125-9-35649   ·   File #:  1-03247

Previous ‘10-K’:  ‘10-K’ on 2/15/08 for 12/31/07   ·   Next:  ‘10-K’ on 2/10/10 for 12/31/09   ·   Latest:  ‘10-K’ on 2/12/24 for 12/31/23   ·   4 References:   

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/24/09  Corning Inc/NY                    10-K       12/31/08   15:3.2M                                   RR Donnelley/FA

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.46M 
 2: EX-3.(II)   By-Laws of Corning Amended to and Effective as of   HTML     72K 
                          February 4, 2009                                       
 3: EX-10.50    Form of Corning Incorporated Non-Qualified Stock    HTML     27K 
                          Option Agreement                                       
 4: EX-10.51    Form of Corning Incorporated Incentive Stock Right  HTML     39K 
                          Agreement                                              
 5: EX-10.52    Form of Corning Incorporated Incentive Stock Plan   HTML     24K 
                          Agreement                                              
 6: EX-10.53    Form of Change of Control Agreement Amendment No.   HTML     13K 
                          3 Effective December 19, 2008                          
 7: EX-10.54    Form of Officer Severance Agreement Amendment No.   HTML     14K 
                          2 Effective December 19, 2008                          
 8: EX-10.55    Amendment No. 3 Dated December 19, 2008             HTML     15K 
 9: EX-12       Computation of Ratio of Earings to Combined Fixed   HTML     41K 
                          Charges & Preferred Dividends                          
10: EX-21       Subsidiaries of the Registrant                      HTML     18K 
11: EX-23       Consent of Independent Registered Public            HTML     10K 
                          Accounting Firm                                        
12: EX-24       Powers of Attorney                                  HTML     55K 
13: EX-31.1     Certification Pursuant to Rule 13A-15(E) and        HTML     16K 
                          15D-15(E)                                              
14: EX-31.2     Certification Pursuant to Rule 13A-15(E) and        HTML     16K 
                          15D-15(E)                                              
15: EX-32       Certification Pursuant to 18 U.S.C. Section 1350    HTML     11K 


EX-10.54   —   Form of Officer Severance Agreement Amendment No. 2 Effective December 19, 2008


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  Form of Officer Severance Agreement Amendment No. 2 effective December 19, 2008  

EXHIBIT 10.54

CORNING INCORPORATED

OFFICER SEVERANCE AGREEMENT

AMENDMENT NO. 2

Whereas Corning Incorporated (the “Company”) and                      (the “Executive”) entered into that certain Officer Severance Agreement dated February 1, 2004 (the “Agreement”); and

Whereas the Company and the Executive amended such Agreement on December 12, 2007 (Amendment No. 1); and

Whereas the Company and the Executive want to amend the Agreement to take into account federal tax law changes under Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.

Now Therefore, the Company and Executive hereby agree to the following amendments, which shall be effective as of January 1, 2005:

 

1. Subsection 3(a)(viii) of the Agreement is amended by replacing the second sentence of such subsection with the following: “Such purchase must take place and be finalized in the calendar year following the year in which the Termination Date occurs and, if the Executive is a “specified employee” (as defined in Section 409A), on a date that is at least 6 months after the Termination Date and shall be made at the greater of (i) the residence’s appraised value at the Termination Date, as determined in accordance with the Company’s relocation policies in effect immediately prior to the Involuntary Termination, or (ii) the total cost of the residence plus improvements and tax gross-up as applicable (“Protected Value”), as determined in accordance with the Company’s Protected Value policy in effect as of the date of this Agreement.”

 

2. The following new Section 14 shall be added to the end of the Agreement:

“14. SECTION 409A. To the extent that payments or benefits under this Agreement are subject to Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations and other authoritative guidance issued thereunder (“Section 409A”), this Agreement shall be governed by the requirements of Section 409A, and this Agreement shall be interpreted and administered in accordance with that intent. If any provision of this Agreement would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended so as to avoid the conflict.”

IN WITNESS WHEREOF, the parties have executed this Amendment on December 19, 2008.

 

CORNING INCORPORATED

 

   

 

By:   John P. MacMahon     Executive
  Senior Vice President,    
  Global Compensation and Benefits    

 

181


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/24/09
For Period End:12/31/0811-K,  4,  8-K
12/19/08
12/12/07
1/1/05
2/1/04
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/12/24  Corning Inc./NY                   10-K       12/31/23  130:19M                                    RDG Filings/FA
 2/13/23  Corning Inc./NY                   10-K       12/31/22  136:20M                                    RDG Filings/FA
 2/14/22  Corning Inc./NY                   10-K       12/31/21  139:22M                                    RDG Filings/FA
 2/12/21  Corning Inc./NY                   10-K       12/31/20  145:52M                                    Certent, Inc./FA
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Filing Submission 0001193125-09-035649   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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