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EXHIBIT 10.8
AMENDMENT TO THE EMPLOYMENT AGREEMENT DATED OCTOBER 31, 1988 AND PREVIOUSLY
AMENDED AS OF DECEMBER 20, 1988, BETWEEN RJR NABISCO, INC. AND XXXXXX X.
XXXXXXXXX (THE "EXECUTIVE").
WHEREAS, the Executive and RJR Nabisco, Inc. entered into an
employment agreement (the "Employment Agreement") originally dated October 31,
1988 and subsequently amended as of December 20, 1988, which addresses the
compensation security to be provided to the Executive in the event his
employment with RJR Nabisco, Inc. is involuntarily terminated without Cause;
and
WHEREAS, on May 18, 1999, RJR Nabisco, Inc. was renamed X.X. Xxxxxxxx
Tobacco Holdings, Inc. ("RJR"); and
WHEREAS, in order to provide the Executive with continued incentives
to remain in the services of RJR, and to reflect the Executive's additional
responsibilities as Chief Executive Officer of RJR, RJR desires to amend the
Employment Agreement to enhance the Executive's compensation security in the
event his employment with RJR or a subsidiary is involuntarily terminated
without Cause.
NOW, THEREFORE, the parties hereby agree to amend Section 5(b)(i) of
the Employment Agreement, effective June 14, 1999, to read as follows:
(b) Cash Compensation. The Executive will be entitled to cash
compensation equal to three (3) years pay, calculated as
described below, payable in equal monthly installments over
the three (3) year Compensation period. The aggregate cash
compensation will be calculated as three times the sum of (a)
plus (b), where (a) is the Executive's highest annual rate of
base salary in effect during the twelve (12) month period
prior to his involuntary termination and (b) is the target
amount of his award under the Company's Annual Incentive
Award Plan (or successor Short-Term Incentive Plan) for the
calendar year in which his employment terminated (or, if
greater, the amount of such award for the next preceding
calendar year of full-time employment).
IN WITNESS WHEREOF, RJR, by its duly authorized officer, and the
Executive have executed this amendment as of this ____ day of _____, 1999.
X.X. XXXXXXXX TOBACCO HOLDINGS, INC.
By: /s/Xxxxxxx X. Xxxxxxxxx
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/s/ Xxxxxx X. Xxxxxxxxx
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Executive
Executive's Taxpayer Identification Number:
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Executive's Home Address:
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