EXHIBIT 10p2
AMENDMENT TO SEVERANCE AGREEMENT
This AMENDMENT effective as of January 27, 1997 to the Severance
Agreement (the "Agreement") dated as of January 29, 1996 between AMERICAN
BRANDS, INC., a Delaware corporation (the "Company"), and XXXXX X. XXXXXXX (the
"Executive");
WITNESSETH:
WHEREAS, the Company and the Executive entered into the Agreement in
order to provide severance benefits in the event of termination of employment;
and
WHEREAS, the Company and the Executive desire to amend the Agreement
as set forth herein;
NOW, THEREFORE, in consideration of the premises and to further
assure the retention of the Executive in the employ of the Company after the
date of this Amendment to Severance Agreement, the parties hereto do hereby
agree as follows:
1. Section 2(b)(ii)(B) of the Agreement is hereby amended in its
entirety as follows:
"(B) the lesser of the number two and the number of years (and fraction
thereof) from the Termination
Date to the Executive's Normal Retirement Date (as defined in the
Retirement Plan for Employees and Former Employees of American Brands,
Inc. (the "Retirement Plan"))."
2. Section 2(c) of the Agreement is hereby amended by changing
"one-year period" in each place it appears therein to "two-year period".
3. Section 2(d) of the Agreement is hereby amended in its entirety
as follows:
"(d) If the Company shall terminate the Executive's employment
other than for Disability or Cause, then in addition to the retirement
benefits to which the Executive is entitled under the Retirement Plan, the
Supplemental Plan and any other defined benefit pension plan maintained by
the Company or any affiliate, and any other program, practice or
arrangement of the Company or any affiliate to provide the Executive with
a defined pension benefit after termination of employment, and any
successor plans thereto (all such plans being collectively referred to
herein as the "Pension Plans"), the Company shall pay the Executive
monthly beginning at the date that payments commence under the Retirement
Plan an amount equal to the excess of (i) over (ii) below where
(i) equals the sum of the aggregate monthly amounts of
pension payments (determined as a straight life annuity) to which the
Executive would have been entitled under the terms of each of the
Pension Plans in which he was an active participant (without regard
to any amendment made subsequent to the date hereof which adversely
affects in any manner the computation of the Executive's benefits)
determined as if he were fully vested thereunder
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and had accumulated two additional years (or, if less, the number of
years (and fraction thereof) from the Termination Date to the
Executive's Normal Retirement Date) of Service thereunder (subsequent
to his Termination Date) at his rate of Actual Earnings in effect on
the date hereof plus any increases subsequent thereto,
and where
(ii) equals the sum of the aggregate monthly amounts of
pension payments (determined as a straight life annuity) to which the
Executive is entitled under the terms of each of the Pension Plans in
which he was an active participant at the date hereof or
subsequently.
For purposes of clause (i), the amounts payable pursuant to Sections
2(b)(ii)(A)(1) and (2) and (2)(b)(ii)(B) shall be considered as part of
the Executive's Actual Earnings and such amounts shall be deemed to
represent two years (or, if less, the number of years (and fraction
thereof) from the Termination Date to the Executive's Normal Retirement
Date) of Actual Earnings for purposes of determining his highest
consecutive five year average rate of Actual Earnings. The supplemental
pension benefits determined under this Section 2(d) shall be payable by
the Company to the Executive and his contingent annuitant, if any, or to
the Executive's Surviving Spouse as a spouse's benefit if the Executive
dies prior to commencement of benefits under this Agreement, in the same
manner and for the same period as his pension benefits under the
Supplemental Plan and shall be adjusted actuarially to reflect payment in
a form other than a straight life annuity. Benefits hereunder which
commence prior to age 60 shall be actuarially reduced to reflect early
commencement to the extent, if any, provided in the Retirement Plan as if
the Executive's Termination Date were an Early Retirement Date. All
capitalized terms used in this Section 2(d) shall have the same
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meaning as in the Retirement Plan as in effect on the date hereof, unless
otherwise defined herein or otherwise required by the context."
IN WITNESS WHEREOF, the Company has caused this Amendment to
Severance Agreement to be signed by its officer thereunto duly authorized and
its seal to be hereunto affixed and attested and the Executive has hereunto set
his hand as of the day of_________, 1997.
AMERICAN BRANDS, INC.
By___________________________
Senior Vice President
and Chief Administrative
Officer
(Corporate Seal)
ATTEST:
________________________
Secretary
____________________________
Xxxxx X. Xxxxxxx
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