Exhibit 10(b)
FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FOURTH AMENDMENT to the Employment Agreement by
and between SCHERING-PLOUGH CORPORATION, a New Jersey
corporation (the "Company"), and XXXXXXX XXX XXXXX (the
"Employee") dated as of September 26, 1989, as amended as of
June 28, 1994, as further amended as of March 1, 1995, and as
further amended as of October 24, 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
10(b)
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 Fourth 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.
_______________________
Xxxxxxx Xxx Xxxxx
SCHERING-PLOUGH CORPORATION
_______________________
Xxxxxx X. Xxxxxxx
Chairman of the Board
