1
EXHIBIT 10.17
SOUTHDOWN, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AGREEMENT OUTLINING SUPPLEMENTAL BENEFITS UPON A
CHANGE IN CONTROL
WHEREAS, pursuant to the Southdown, Inc. Supplemental Executive
Retirement Plan (the "Plan"), Southdown, Inc. (the "Company") has previously
notified _____("Executive") of the terms of Executive's participation in the
Plan; and
WHEREAS, pursuant to Section 8.1 of the Plan, the Retirement Committee,
as defined in the Plan, has designated Executive as the recipient of a benefit
enhancement upon the occurrence of a Change in Control, as defined in the Plan.
NOW, THEREFORE, the Company and the Executive hereby agree to amend the
terms of Executive's participation in the Plan as follows (the "Amendment"):
1. Upon a Change in Control, for purposes of computing Executive's lump
sum benefit under Section 8.1 of the Plan, Executive shall be credited
with additional Years of Service as if Executive had continued to work
for the Company until age 65, and Executive's age for purposes of
calculating Executive's lump sum benefit shall be deemed to be 65
years. Executive's lump sum benefit shall be calculated without any
reduction for early payment and shall be paid within 10 days following
the Change in Control regardless of any retirement or other termination
of employment of Executive.
2. After a Change in Control and upon the expiration of Executive's
participation in the medical plan(s) of the Company as an active
employee, either through actual employment or an extension of coverage
under an employment agreement, Executive shall be entitled to medical
benefits as a retiree under the Company's medical plan(s) on terms no
less favorable to Executive with respect to benefits and participant
contributions as is provided in the Company's medical plan(s) in effect
on the date immediately prior to a Change in Control.
3. The effective date of this Agreement is January 31, 2000.
SOUTHDOWN, INC.
By:
------------------------------------
EXECUTIVE
------------------------------
