AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT Sample Clauses

AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT. THIS AGREEMENT is made as of October 8, 1998, by and between Allegiance Corporation, a Delaware corporation ("Company"), Cardinal Health, Inc., an Ohio corporation ("Cardinal"), and Joseph F. Damico ("Employee"). WHEREAS, Company and Employee have entered into a change in control severance agreement under the Allegiance Corporation Change in Control Plan, effective as of October 1, 1996 (the "Change in Control Agreement"); WHEREAS, Company has entered into an Agreement and Plan of Merger Among Cardinal, BOXES Merger Corp. and Company, dated as of October 8, 1998 (the "Merger Agreement"); WHEREAS, Company wishes to encourage the retention of Employee following consummation of the merger contemplated by the Merger Agreement; and WHEREAS, in connection with Company entering into the Merger Agreement, Company and Employee have determined to amend the Change in Control Agreement to, among other things, provide that certain modifications to Employee's employment status following the consummation of the merger contemplated by the Merger Agreement will not be treated as a basis for a "Good Reason" termination by Employee under the Change in Control Agreement during the Minimum Transition Period (as defined below) and to provide certain modifications to the non-competition and non-solicitation provisions of the Change in Control Agreement; NOW, THEREFORE, in consideration of these mutual premises and the mutual and dependent promises hereinafter set forth, the parties hereto agree as follows: 1. Section 1 of the Change in Control Agreement is hereby amended by deleting the second, third and fifth sentences of such Section, and by adding the following sentences to the end of such Section: Notwithstanding the foregoing, upon consummation of the merger (the "Cardinal Merger") contemplated by the Agreement and Plan of Merger Among Cardinal, BOXES Merger Corp. and Company, dated as of October 8, 1998 (the "Cardinal Merger Agreement"), the term of this Agreement and Employee's Plan participation shall automatically be extended for a period of sixty (60) months after the end of the month in which the Cardinal Merger is consummated. Furthermore, Employee may terminate this Agreement and his participation in the Plan at any time by giving Company thirty (30) days' advance written notice; provided, however, that in no case shall such termination of this Agreement or 2 participation in the Plan release Employee from the provisions of Section 5 hereof.
AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT. The provisions in Section 3. Severance Pay Upon Termination by Company ------------------------------------------------------- Without Cause or By Employee for Cause. in the Change in Control Severance ---------------------------------------- Agreement which reads as follows: In addition, upon such termination: i) the next portion under the stock option vesting schedule of any outstanding stock options granted to the Employee that would not otherwise have been vested until some time after such termination occurred shall thereupon vest immediately and be exercisable by the Employee and ii) fifty percent of the remainder of any other outstanding but unvested stock options, shall thereupon vest immediately and be exercisable by the Employee. Shall be amended as follows: In addition, upon such termination, eighty percent of any outstanding but unvested stock options granted to the Employee shall thereupon vest immediately and be exercisable by the Employee.