EXHIBIT (10)(a)
Execution Copy
BONUS TERMINATION AGREEMENT
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THIS IS A BONUS TERMINATION AGREEMENT (the "Agreement"), dated as of May 1, 2001
between West Pharmaceutical Services, Inc., a Pennsylvania corporation, (the
"Company") and __________________ ("Executive").
In October 2000 the Company's Board of Directors authorized a review of
strategic alternatives to identify opportunities for enhancing shareholder
value. As incentive to successfully implement the strategic review, the Company
and Executive entered into a Bonus Agreement dated as of December 21, 2000 (the
"Bonus Agreement"), a copy of which is attached hereto. Under the Bonus
Agreement, the Executive would receive a cash bonus if a Change in Control (as
defined therein) occurs under certain circumstances.
The strategic review was completed without a Change in Control, and the
Company desires to terminate the Bonus Agreement in accordance with its terms.
Accordingly, the Company and the Executive, each intending to be legally bound,
agree as follows:
1. Termination of Bonus Agreement. Pursuant to Paragraph 2 (b) of the Bonus
Agreement, the Company hereby notifies Executive that the Company is no
longer considering a transaction or business combination involving the
Company that would constitute a Change in Control (as such term is defined
in the Bonus Agreement). Accordingly, the Bonus Agreement is terminated
effective on and as of the date of this Agreement. 2. Counterparts. This
Agreement may be executed in one or more counterparts, which together shall
constitute a single agreement.
2. Counterparts. This Agreement may be executed in one or more counterparts,
which together shall constitute a single agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first written above.
WEST PHARMACEUTICAL SERVICES, INC.
By:
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