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EXHIBIT 10.7
October 25, 1999
(Name)
Re: SPECIAL SEVERANCE BENEFITS
Dear (Name):
Pursuant to a letter agreement dated ______________ (the "Letter
Agreement"), the Company agreed to provide you with special severance benefits
"[i]f, during the course of your employment with the Company or one of its
affiliates, you are involuntarily terminated for any reason other than Cause
(as defined in your Stock Option Agreements issued under the RJR Nabisco
Holdings Corp. 1990 Long Term Incentive Plan)." As a result of the spinoff of
X.X. Xxxxxxxx Tobacco Holdings, Inc. from Nabisco Group Holdings Corp. on June
14, 1999, the definition of "Cause" should be amended to refer to the Tandem
Restricted Stock/Stock Option Agreements issued under the X.X. Xxxxxxxx Tobacco
Holdings, Inc. 1999 Long Term Incentive Plan. Accordingly, the Letter Agreement
hereby is amended by deleting the clause "Cause (as defined in your Stock
Option Agreements issued under the RJR Nabisco Holdings. Corp. 1990 Long Term
Incentive Plan)" and inserting therefor the following language: "Cause (as
defined in your Tandem Restricted Stock/Stock Option Agreements issued under
the X.X. Xxxxxxxx Tobacco Holdings, Inc. Long Term Incentive Plan (the "1999
LTIP"))."
In addition, the Letter Agreement hereby is amended by adding the
following explanatory language regarding a deemed involuntary termination of
your employment without Cause by the Company:
- Involuntary termination of your employment without Cause
shall be deemed to occur if you voluntarily terminate your
employment after: (i) the total amount of your base salary
and targeted awards under the 1999 LTIP and the Annual
Incentive Award Plan (or successor plans) is at any time
reduced by more than 20% without your consent, provided,
however, that nothing herein shall be construed to guarantee
your target award if performance is below target, (ii) your
responsibilities are substantially reduced in importance
without your consent, or (iii), you are at any time required
as a condition of continued employment to relocate more than
35 miles from your then current place of employment without
your consent. Unless you provide written notification of your
non-consent to any of the events in (i), (ii) or (iii) above
within 90 days after the occurrence of such events, you shall
be deemed to have consented to the occurrence of such event
or events and no deemed involuntary termination shall occur.
If you provide written notice of your non-consent to any of
the events in (i), (ii) or (iii) above within 90 days after
the occurrence of such events, your employment by the Company
shall be deemed to have been involuntarily terminated after
receipt of such written notice by the Company.
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Please indicate your agreement to the terms of this Amendment by
signing this Amendment below and returning it to Xxx Xxxxxx. A copy will be
provided to you.
X. X. XXXXXXXX TOBACCO COMPANY
By: /s/Xxxxxx X. Xxxxxx, Xx.
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Executive Vice President - Human Resources
Agreed as of this ___ day of October, 1999.
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(Name)
