Exhibit 10(c)
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
THIS THIRD AMENDMENT to the Employment Agreement by and
between SCHERING-PLOUGH CORPORATION, a New Jersey corporation
(the "Company"), and XXXX X. X'XXXXXXX (the "Employee") dated as
of June 28, 1994, as amended as of March 1, 1995, and as further
amended as of December 11, 1995 (as so amended, the "Employment
Agreement"), is made and entered into as of this 25th day of
February, 1998.
WHEREAS, the Company and the Employee wish to amend the
Employment Agreement as set forth below;
NOW, THEREFORE, IN CONSIDERATION of the mutual promises,
covenants and agreements set forth below, it is hereby agreed as
follows:
1. Subparagraph (j)(i)(III) of Section 3 of the
Employment Agreement is hereby amended by deleting subparagraphs
(CCC) and (DDD) and inserting the following:
(CCC) The Employee may elect (the
"Employee's Lump Sum Election") to receive payment of the
actuarial equivalent of the aggregate of his Normal Supplement or
Early Retirement Supplement, as the case may be (the "Employee's
Benefit") and the Survivor's Benefit in a lump sum (x) in cash on
the date of his retirement or on the first day of any month
thereafter not later than the first day of the month coincident
with or next following the second anniversary of the date of his
retirement or on the fifth, tenth, fifteenth or twentieth
anniversary of the date of his retirement or (y) in two, three,
four, five, ten, fifteen or twenty equal annual cash installments
commencing on the date of his retirement or the first day of any
month thereafter not later than the first day of the month
coincident with or next following the second anniversary of the
date of his retirement. If the Employee dies after retirement
with an Employee's Lump Sum Election in effect but prior to the
payment of the full amount of the lump sum or annual installments
due thereunder, payment of the unpaid amount thereof shall be
made to his surviving spouse, designated beneficiary or estate in
accordance with his election. Payment made in accordance with
this subsection (CCC) to the Employee, his surviving spouse,
designated beneficiary or estate shall constitute full and
complete satisfaction of the Company's obligation in respect of
the Employee's Benefit and the Survivor's Benefit.
(DDD) If the Employee does not make the
Employee's Lump Sum Election, the Employee's surviving spouse may
elect (the "Survivor's Lump Sum Election") to receive the
actuarial equivalent of the Survivor's Benefit, if any, in a lump
sum (x) in cash on the date of the Employee's death or the first
day of any month thereafter not later than the first day of the
month coincident with or next following the second anniversary of
the Employee's death or on the fifth, tenth, fifteenth or
twentieth anniversary of his death or (y) in two, three, four,
five, ten, fifteen or twenty equal annual cash installments
commencing on the date of the Employee's death or the first day
of any month thereafter not later than the first day of the month
coincident with or next following the second anniversary of the
Employee's death.
2. Except as provided above, the Employment
Agreement shall continue in effect without alteration as in
effect on the date hereof. The Employment Agreement, as amended
by this Third Amendment, constitutes the entire agreement of the
parties and supersedes all prior agreements and understandings
with respect to the subject matter hereof and thereof.
IN WITNESS WHEREOF, the Employee and, pursuant to due
authorization from its Board of Directors, the Company have
caused this Agreement to be executed as of the day and year first
above written.
_______________________
Xxxx X. X'Xxxxxxx
SCHERING-PLOUGH CORPORATION
_______________________
Xxxxxx X. Xxxxxxx
Chairman of the Board
