1
EXHIBIT 10.32
CHANGE-IN-CONTROL
AMENDMENT
THIS CHANGE-IN-CONTROL AMENDMENT (this "Amendment") is entered into as
of this 31st day of August, 1998, by and among U.S. Can Corporation, a Delaware
corporation (the "Corporation"), United States Can Company, a Delaware
corporation and wholly owned subsidiary of the Corporation ("U.S. Can"), and
Xxxxxxxx X. Xxxxxxx (the "Employee"), an officer or employee of the Corporation,
U.S. Can or one of U.S. Can's subsidiaries.
WHEREAS, the parties hereto previously entered into a Change-in-Control
Agreement dated September 20, 1995 (the "Agreement"); and
WHEREAS, the parties hereto are mutually desirous of amending the
Agreement to modify a provision of the Agreement whereby the trigger for a stock
acquisition constituting a change-in-control event is incorrectly stated to be
20%;
NOW, THEREFORE, the Agreement is hereby amended by substituting fifteen
percent (15%) for twenty percent (20%) in the fifth line of Section 1(a) of the
Agreement.
All other terms and conditions of the Agreement are hereby ratified and
confirmed in all respects.
2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.
U.S. CAN CORPORATION UNITED STATES CAN COMPANY
By /s/ Xxxx X. Xxxxx By /s/ Xxxx X. Xxxxx
---------------------------- ---------------------------
Xxxx X. Xxxxx Xxxx X. Xxxxx
Chairman, President and Chairman, President and
Chief Executive Officer Chief Executive Officer
EMPLOYEE SIGNATURE
/s/ Xxxxxxxx X. Xxxxxxx
------------------------------
Xxxxxxxx X. Xxxxxxx
2
