Exhibit 10.9
AMENDMENT, as of this ____ day of [[month]], 1995, of the EMPLOYMENT
AGREEMENT dated October 12, 1988 by and between RJR Nabisco,Inc./
a Delaware
corporation ("RJRN") and [Executive] (the "Executive").
WHEREAS, the Executive and RJRN entered into the Employment Agreement;
and
WHEREAS, the Executive and RJRN executed a Special Addendum to the
Employment Agreement as of December 20, 1988; and
WHEREAS, the recent corporate restructuring of RJRN has resulted in a
modification of the operating relationship between Nabisco, Inc. ("Nabisco") and
RJRN, and as a result thereof, RJRN, Nabisco and the Executive agree that the
Employment Agreement should be further amended in order to more effectively
provide the Executive continued incentives to remain in the service of Nabisco
or its subsidiaries or affiliates;
NOW THEREFORE, in consideration of mutual incentives, it is hereby
agreed by and among RJRN, Nabisco and the Executive to amend the Employment
Agreement effective on the date first above written, as follows:
- 1) All reference throughout the Employment Agreement to "the
Company" shall refer solely to Nabisco.
2) Section 4(a) is hereby amended by the addition of a new sentence
at the end thereof to read as follows:
The transfer of the Executive's employment to any company that
owns at least 50% of the voting power of the Company, or any
subsidiary of such company (an "Affiliated Company") shall not be
deemed an Involuntary Termination, if and only if such transfer
would not be deemed an Involuntary Termination under Section 4(b)
hereof and the obligations of the Company under this Agreement
are assigned to such employing Affiliated Company and the Company
agrees to guarantee the obligations of such Affiliated Company
under this Agreement.
3) Section 5(b)(v) is hereby amended in its entirety to read as
follows:
(v) For purposes of calculating Final Average Earnings for
pension benefits, to the extent permitted by law the Executive
will be deemed to be paid during the entire Compensation Period
at the annual rate of cash compensation equal to the sum of the
amounts determined pursuant to Sections 5(b)(i)(A) and (B).
4) Section 5(d) is hereby amended in its entirety to read as
follows:
(d) Long Term Incentive Plan Awards. The treatment of long term
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incentive awards during the Compensation Period shall be
determined pursuant to the term of the appropriate long term
incentive award plan and the specific long term incentive award
agreement; provided, however, that for such purposes, the
Compensation Period shall be treated as a period of salary and
benefit continuance.
5) The final sentence of section 7(d) is hereby amended to read as
follows:
The Company, however, may assign its obligations hereunder in the
event of the transfer of the Executive's employment to an
Affiliated Company or the divestiture (whether by the sale of
shares or assets) of the Operating Company employing the
Executive.
6) In all other respects, the Employment Agreement continues in full
force and effect.
IN WITNESS WHEREOF, the RJRN, Nabisco and the Executive have executed
this amendment on the date first above written.
RJR Nabisco, Inc.
By: _____________________
Nabisco, Inc.
By: _____________________
__________________________
[[Executive]]
