Exhibit 10
Xxxxx X. Xxxxxxxx 0000 Xxxxxxxx
Xxxxxxxx Xxxxxxxx Xxx Xxxx, XX 00000
Global Human Resources
tel 000 000 0000
fax 000 000 0000
Xxxxxx Xxxxxxx
[Logo Omitted]
December 20, 2005
Xx. Xxxxx. X. Xxxxxxx
c/x Xxxxxx Xxxxxxx
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Xxxxx,
This letter agreement amends the letter agreement dated June 30, 2005
from Xxxxxx Xxxxxxx to you regarding your 2005 fiscal year compensation (the
"June Letter") in light of recent events at the Xxxxxx Xxxxxxx. In connection
with the foregoing, you and we agree as follows:
1. The June Letter shall be of no further force or effect,
including without limitation any right you might otherwise have
at any time under the June Letter to terminate your employment
for Good Reason, to severance and to guaranteed compensation;
provided, however, that the retention awards and fiscal year
2004 EICP award set forth on Exhibit A to the June Letter will
continue to vest upon a termination of your employment, subject
to the non-competition and other cancellation provisions
applicable to those awards.
2. In consideration of the foregoing, you shall be awarded a
one-time special award of $8,000,000 in the form of Xxxxxx
Xxxxxxx restricted stock units. This award will have the same
terms and conditions as fiscal year 2005 EICP awards granted to
members of the Management Committee generally.
We ask that you confirm your agreement to the foregoing by signing
and dating this letter in the area designated below and returning the letter
agreement to me.
XXXXXX XXXXXXX
/s/ Xxxxx X. Xxxxxxxx
---------------------------------
By: Xxxxx X. Xxxxxxxx
Title: Vice President and Global Head of Human Resources
Confirmed and Agreed to:
/s/ Xxxxx X. Xxxxxxx
---------------------------------
Xxxxx X. Xxxxxxx
