FIRST AMENDMENT TO
THIS FIRST AMENDMENT, by and between American Processing Company, LLC, a Michigan limited
liability company (the “Company”); and David A. Trott (“Employee”), is entered into on this 29th day of
December 2008, but effective as of the applicable dates set forth below.
A. Employment Agreement . The Company and Employee have entered into a written Employment
Agreement (the “Employment Agreement”), dated as of March 14, 2006 (the “Original Effective Date”), which
remains in effect. Since then, Employee has served as President of the Company until September 20, 2008 (the
“Second Effective Date”) when he began serving the Company as Chairman and Chief Executive Officer of the
Company, pursuant to the Employment Agreement. Any capitalized terms used in this Amendment, and not
defined herein, shall have the meanings specified in the Employment Agreement.
B. Purpose of Amendment . The Company and Employee desire to minimize the risk to Employee of
premature income taxation and unnecessary penalties under Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”), by amending certain provisions of the Employment Agreement to comply with
Section 409A of the Code or applicable guidance or regulations thereunder and to reflect the change to
Employee’s title occurring on the Second Effective Date.
NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to amend
the Employment Agreement as follows:
1. As of the Original Effective Date, two new sentences are hereby added at the end of Section 1, reading
Further, Employee shall not be entitled to Severance Pay pursuant to this Section 1 unless Employee’s
termination without “Cause” constitutes a “Separation from Service” as such term is defined under