EXHIBIT 10a1
January 1, 2003
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Dear ▇▇. ▇▇▇▇▇▇:
Reference is made to the agreement dated January 1, 1999, as amended,
between Fortune Brands, Inc. (the "Company") and you covering the Company's
obligation to make certain payments and provide certain benefits in the event of
a termination of your employment following a change in control of the Company
(the "Agreement"). In order to change the circumstances under which you may be
terminated by the Company for cause without obtaining the benefits of this
Agreement and to change certain references to terms used in the revised Fortune
Brands Pension Plan, it is hereby agreed that the Agreement is amended as
follows:
1. The definition of cause in Section 1(b) is amended in its entirety
as follows:
(b) Cause. You may be terminated for Cause if (i) you engage
in specified misconduct and (ii) we comply with certain procedural
requirements.
(i) Specified Misconduct. To be terminated for Cause,
you must either
(A) engage in act(s) of dishonesty
constituting a felony; or
(B) willfully and continually fail
substantially to perform your duties as
an officer of the Company as those duties
exist at the time of a change in control.
You cannot be terminated for Cause, however,
if your act(s) or failure
(C) was done as a result of your bad judgment
or negligence or your good faith belief
that the act(s) or failure to act was not
opposed to the interests of the Company;
(D) meets the applicable standard of conduct
for indemnification or reimbursement or
payment of expenses under our By-laws,
laws of the state of our incorporation or
directors' and officers' liability
insurance, as in effect at the time of
the act(s) or failure to act; or
(E) in the case of failure to perform duties
only, results from your incapacity due to
physical or mental illness.
(ii) Procedural Requirements. We may not terminate
you for Cause unless we comply with the following procedural
requirements:
(A) Termination for Cause due to failure
substantially to perform duties. Before
we may terminate you for willfully and
continually failing substantially to
perform your duties as an officer of the
Company, our Board of Directors must
deliver a demand for substantial
performance which specifically identifies
the manner in which our Board believes
that you have not substantially performed
your duties and you must be given a
reasonable time after such demand to
perform your duties.
(B) Any termination for Cause. Before we may
terminate you for Cause
(1) our Board of Directors must hold a
meeting for the purpose of
determining whether you should be
terminated for Cause;
(2) you must receive reasonable notice
in advance of the Board meeting with
an opportunity for you and your
representative to be heard before
the Board;
(3) three-quarters of our entire Board
of Directors must affirmatively
resolve in good faith to terminate
you for Cause; and
(4) you must receive a copy of the Board
resolution setting forth the
particulars of the for Cause
termination and a notice of
termination.
2. Section 2(d) is amended by changing references from "Actual
Earnings" to "Compensation" and from "Retirement Plan for Employees and Former
Employees of Fortune Brands, Inc." to "Fortune Brands Pension Plan".
3. Section 2(e) is amended by changing "Defined Contribution Plan of
Fortune Brands, Inc. and Participating Operating Companies" to "Fortune Brands
Retirement Savings Plan".
Except as amended hereby, all provisions of the Agreement remain in
full force and effect.
Sincerely,
FORTUNE BRANDS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Accepted this 3rd day of February, 2003.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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