EXHIBIT 10.6(b)
AMENDMENT TO SEVERANCE AGREEMENT
THIS AMENDMENT (this "Amendment") made this ____ day of
__________________, 2002, by and between Pennzoil-Quaker State Company, a
Delaware corporation (the "Company"), and ____________ (the "Employee").
RECITALS:
WHEREAS, the Employee has previously entered into that certain
Severance Agreement with the Company, dated ________________________ (the
"Severance Agreement");
WHEREAS, the Company and the Employee desire to amend Section
2(h) of the Severance Agreement regarding any outstanding stock options upon
certain termination events.
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein and for other good and valuable consideration, the
receipt of which is mutually acknowledged, effective as of the date first
written above, the Company and the Employee agree that Section 2(h) of the
Severance Agreement is hereby amended in its entirety to read as follows:
"(h) Stock Options. Each stock option granted to the Employee
by the Company's former parent, Pennzoil Company (subsequently renamed
PennzEnergy Company and now Devon Energy Corporation), prior to 1999
and outstanding on December 30, 1998, if any, was split into two
options, one issued by PennzEnergy Company and the other issued by the
Company (collectively, the `Prior Options'), with each such Prior
Option becoming fully vested as a result of the transaction occurring
pursuant to that certain Agreement and Plan of Merger, dated as of
April 14, 1998, among Pennzoil Company, Pennzoil Products Company,
Downstream Merger Company and Quaker State Corporation (the
`Transaction'). Each Prior Option will remain fully exercisable and
outstanding until the end of its original 10-year term, subject to the
terms and conditions of the applicable stock option agreement.
Stock options granted to the Employee by the Company
on or after January 1, 1999 (the `Current Options'), to the extent
outstanding as of the Employee's Termination Date, shall continue to
vest during the two year period following Employee's Termination Date
or, if earlier, until the options' expiration dates, as if Employee had
remained employed by the Company during such two-year period. Each such
Current Option, to the extent it is vested or becomes vested during
such two-year period, shall be exercisable until the earlier of (1) the
90th day following the end of such two-year period or (2) the option's
expiration date (the `Extended Exercise Period'). Thereafter, to the
extent not exercised during such period, the Current Options shall
expire, terminate and be of no
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further force and effect immediately after the end of the Extended
Exercise Period."
IN WITNESS WHEREOF, the Company and the Employee have executed
this Amendment as of the date first written above.
PENNZOIL-QUAKER STATE COMPANY
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[NAME]
[TITLE]
This Amendment is accepted
and agreed to by:
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[EMPLOYEE]
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