EXHIBIT (10)(c)
Execution Copy
AMENDMENT TO
THIS IS AN AMENDMENT TO ___________________________________ (the "Agreement")
dated as of May 1, 2001, between West Pharmaceutical Services, Inc., a
Pennsylvania corporation, (the "Company") and ________________ ("Executive").
Background
The Company and Executive are parties to a __________________________
Agreement, dated as of ________________ (the "Change-in-Control Agreement"). The
Company desires to amend the Change-in-Control Agreement to change the method of
calculating the amount of severance compensation payable to Executive upon
Executive's termination pursuant to a Change in Control (as defined in the
Change-in-Control Agreement) and the Executive agrees to accept such amendment.
Agreement
Intending to be legally bound, the parties agree as follows:
1. Effective as of the date of this Agreement, clause ___ of Section ____
(Benefits Payable Upon Termination of Employment) of the Change-in-Control
Agreement is deleted in its entirety and replaced with the following
provision:
"(ii) the aggregate amount of the annual bonuses paid or payable to
Executive for the three fiscal years immediately preceding a Change in
Control divided by the number of fiscal years as to which such bonuses
were paid or payable;"
2. Except as otherwise set forth in Paragraph 1 of this Agreement, the
Change-in-Control Agreement shall remain in full force and effect in
accordance with its terms.
3. This Agreement may be executed in one or more counterparts, which
together shall constitute a single agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement in two
counterparts as of the date first written above.
WEST PHARMACEUTICAL SERVICES, INC.
_____________________________ By: _________________________________
