Exhibit 10.34
AMENDMENT TO
NON-QUALIFIED STOCK OPTION AGREEMENTS
DATED MAY 31, 1993, DECEMBER 31, 1993 AND DECEMBER 31, 1994
The Stock Option Agreements issued pursuant to the RJR Nabisco Holdings
Corp. 1990 Long Term Incentive Plan and dated May 31, 1993, December 31,
1993 and December 31, 1994, respectively, (collectively, "the Agreements")
by and between Xxxxxxx X. Xxxxxx (the "Optionee"), and RJR Nabisco Holdings
Corp. (the "Company") are hereby amended to provide that the Option under
the Agreement shall immediately become fully exercisable in the event of
the Optionee's retirement pursuant to the terms of Section 5 of the
Optionee's Employment agreement dated the 27th day of May 1993 by and among
the Company, RJR Nabisco, Inc. and the Optionee.
In addition, pursuant to the action of the Company on January 20, 1994
making all vested options exercisable for 15 years after the Grant Date for
any termination of employment except for a termination of employment for
Cause, Section 2.2 of the applicable Agreements is hereby amended to remove
the special expiration periods for termination of employment due to a
termination without Cause or a termination by reason of retirement or
permanent disability.
RJR Nabisco Holdings Corp.
By: /s/
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Authorized Signatory
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Dated: 4/13/95
