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Standard Form of Amendment To Severance Agreement

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FIRST AMENDMENT OF SEVERANCE AGREEMENT
FIRST AMENDMENT TO THE
SEVERANCE AGREEMENT


WHEREAS, the Executive and the Company have entered into a severance agreement, dated ________, _____ , by and between BESTFOODS (formerly CPC INTERNATIONAL INC.), a Delaware corporation (the "Company"), and _____________(the "Executive") (referred to hereinafter as the "Agreement"); and


WHEREAS, the Executive is a key employee of the Company or a Subsidiary of the Company as defined in the Agreement; and


WHEREAS, the Board of Directors of the Company (the "Board") continues to consider the maintenance of a sound management to be essential to protecting and enhancing the best interests of the Company and its stockholders and recognizes that the possibility of a change in control raises uncertainty and questions among key employees and may result in the departure or distraction of such key employees to the detriment of the Company and its stockholders; and


WHEREAS, the Board wishes to assure that it will have the continued dedication of the Executive and the availability of the Executive's advice and counsel notwithstanding the possibility, threat or occurrence of a bid to take over control of the Company, and to induce the Executive to remain in the employ of the Company or a Subsidiary; and


WHEREAS, the Executive is willing to continue to serve the Company and its Subsidiaries taking into account the provisions of the Agreement; and


WHEREAS, pursuant to Section 7(i) of the Agreement, the Agreement may be amended by an instrument in writing signed by the Company and the Executive; and


WHEREAS, the Board wishes to amend the Agreement.


NOW, THEREFORE, in consideration of the foregoing, and the respective covenants and agreements of the parties contained within the Agreement and herein, the parties agree to amend the Agreement (which may be effected in signed counterparts each of which will be deemed an original, but all of which together will constitute one and the same instrument) as of the date first indicated below and in the manner provided below:


1. Section 1 Section 1 is deleted in its entirety, and replaced with the following:


1. Change in Control and Anticipatory Change in Control. Benefits shall
be provided under Section 3 hereof only if (1) a Change in Control
occurs and (2) the Executive's employment by the Company and its
Subsidiaries shall have terminated in accordance with Section 2 below
within the "Protection Period" as defined below, provided, however,
that benefits under Section 3(iii) of this Agreement shall commence at
the time of an Executive's termination of employment if such
termination occurs after an "Anticipatory Change in Control", but shall
be discontinued if a determination is made (pursuant to Section 1(iii)
of this Agreement) that such Anticipatory Change in Control has ended.
If any Protection Period terminates without the Executive's employment
having terminated, any subsequent "Change in Control" or "Anticipatory
Change in Control" shall give rise to a new Protection Period. No
benefits shall be paid under Section 3 of this Agreement if the
Executive's employment terminates outside of a Protection Period.


(i) For purposes of this Agreement, the term
"Anticipatory Change in Control" shall mean the occurrence of
any of the following events:


13 2
(A) the execution of an agreement or written
document which, if the subject thereof were consummated, would
result in a Change in Control; or


(B) a public announcement by any person(s),
including the Company, of an intent to take action(s), which,
if consummated, would result in a Change in Control; or


(C) the date of the delivery of a signed,
written statement to the Compensation and Nominating Committee
of the Board or any successor thereto (the "Committee") by the
Executive Vice President, Strategic Business Development &
Finance or General Counsel of the Company that a Change in
Control is reasonably expected to take place within the next
12 months, provided that the Committee approves of the
statement of the Executive Vice President, Strategic Business
Development & Finance or General Counsel within thirty (30)
days of receipt thereof.


(ii) For purposes of this Agreement, the term "Change
in Control" shall mean:


(A) any person (within the meaning of
Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended) ("Person") (but excluding the Company, a
Subsidiary, or a trustee or other fiduciary holding securities
under an employee benefit plan or employee stock plan of the
Company or a Subsidiary) becomes, directly or indirectly, the
"beneficial owner" (as defined in Rule 13d-3 under the
Securities Exchange Act of l934, as amended) of 15% or more of
the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of
directors ("Voting Securities") of the Company, provided,
however, that there shall be excluded, for this purpose, any
acquisition of Voting Securities either from the Company or
pursuant to a Stock Combination (as defined hereinafter); or


(B) any Person commences a tender offer or
exchange offer which, if successful, would result in such
Person becoming the "beneficial owner" of at least 15% of the
outstanding Voting Securities of the Company; provided,
however, that the Board shall have the right to delay the date
on which a Change in Control shall be deemed to occur pursuant
to this clause (B), but in no event beyond the earlier of (a)
the date of the public announcement that the Board has
determined to recommend, or remain neutral toward, such offer,
or (b) the earliest date on which there is
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