Exhibit(10)(g)(1)
AMENDMENT #1 TO SECOND AMENDED AND RESTATED
CHANGE-IN-CONTROL AGREEMENT
THIS IS AMENDMENT #1 TO SECOND AMENDED AND RESTATED CHANGE-IN-CONTROL
AGREEMENT (the "Agreement"), dated as of May 1, 2001, between West
Pharmaceutical Services, Inc., a Pennsylvania corporation, (the
"Company") and ("Executive").
Background
The Company and Executive are parties to a Second Amended and Restated
Change-in-Control Agreement, dated as of March 25, 2000 (the "Change-in-Control
Agreement"). The Company desires to amend the Change-in-Control Agreement to
change the method of calculating the amount of severance compensation payable to
Executive upon Executive's termination pursuant to a Change in Control (as
defined in the Change-in-Control Agreement) and the Executive agrees to accept
such amendment.
Agreement
Intending to be legally bound, the parties agree as follows:
1. Effective as of the date of this Agreement, clause (ii) of Section 3
(a) (Benefits Payable Upon Termination of Employment) of the
Change-in-Control Agreement is deleted in its entirety and replaced
with the following:
(ii) the aggregate amount of the annual bonuses paid or payable
to Executive for the three fiscal years immediately
preceding a Change in Control divided by the number of
fiscal years as to which such bonuses were paid or payable;"
2. Except as otherwise set forth in Paragraph 1 of this Agreement, the
Change-in-Control Agreement shall remain in full force and effect in
accordance with its terms.
3.
This Agreement may be executed in one or more counterparts, which together
shall constitute a single agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
WEST PHARMACEUTICAL SERVICES, INC.
By: ------------------------------
