Amendment No. 1 Exhibit 10.a
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CROWN CORK & SEAL COMPANY, INC.
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1990 STOCK-BASED INCENTIVE COMPENSATION PLAN
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Pursuant to the power reserved to it in Section 11 of the Crown Cork & Seal
Company, Inc. 1990 Stock-Based Incentive Compensation Plan ("Plan"), Crown Cork
& Seal Company, Inc. hereby amends the Plan, effective September 21, 1998,
as follows:
1. SECTION 8.08 is amended in its entirety to read as follows:
"8.08 Termination by Reason of Retirement or Disability:
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(A) If a Holder's employment by the Company or a Subsidiary or
Affiliate terminates by reason of disability (as determined by
the Committee) any Option held by such Holder may thereafter be
exercised by the Holder (or, where appropriate, the Holder's
legal representative), to the extent it was exercisable at the
time of termination or on such accelerated basis as the Committee
may determine at or after grant, for a period of 3 months from
the date of such termination of employment or until the
expiration of the stated term of the Option, whichever period is
shorter.
(B) If a Holder's employment by the Company or a Subsidiary or
Affiliate terminates by reason of Retirement, any Option held by
such Holder may thereafter be exercised by the Holder (or, where
appropriate, the Holder's legal representative) to the extent it
was exercisable at the time of the Holder's Retirement or on such
accelerated basis as the Committee may determine at or after
grant, for a period of up to five years (as specified by the
Committee), but only three months in the case of an Incentive
Stock Option, from the date of the Holder's Retirement or until
the expiration of the stated term of the Option, whichever period
is shorter."
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To record the adoption of this Amendment No. 1 to the Plan, Crown Cork &
Seal Company, Inc. has authorized its officers to affix its corporate name and
seal effective as of the day and year first above written.
CORPORATE SEAL CROWN CORK & SEAL COMPANY, INC.
Attest: By: /s/ Alan W. Rutherford
Title: Executive Vice President and
Chief Financial Officer