Exhibit (10)(l)(1)
Execution Copy
AMENDMENT #1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS IS AMENDMENT #1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the
"Agreement"), dated as of May 1, 2001, between West Pharmaceutical Services,
Inc., a Pennsylvania corporation, (the "Company") and Xxxxxxx X. Xxxxxx
("Executive").
Background
The Company and Executive are parties to an Amended and Restated Employment
Agreement, dated as of March 25, 2000 (the "Employment Agreement"). The Company
desires to amend the Employment 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 Employment
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, the first sentence of clause
(ii) of Section 8.1 (a) (Determination of Severance Compensation) of the
Employment Agreement is deleted in its entirety and replaced with the
following:
i) "(ii) the aggregate amount of the annual bonuses paid or payable
to Employee 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
Employment 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 as of the date
first written above.
WEST PHARMACEUTICAL SERVICES, INC.
/s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxx Xxxxxx X. Xxxxxxxxx
Senior Vice President,
Human Resources
