Amendment No. 1 Exhibit 10.c
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CROWN CORK & SEAL COMPANY, INC.
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1997 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. 1997 Stock-Based Incentive Compensation Plan ("Plan"), Crown Cork
& Seal Company, Inc. hereby amends the Plan, effective September 21, 1998, as
follows:
1. SECTION 8.8 is amended in its entirety to read as follows:
"8.8 Termination by Reason of Retirement or Disability:
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(A) If a Holder's employment by the Company, a Subsidiary or Affiliate
terminates by reason of disability (as determined by the Committee),
any unexercised Option granted to the Holder may thereafter be
exercised by the Holder (or, where appropriate, the Holder's
transferee or 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 24 months
or such shorter term as determined by the Committee (3 months in the
case of an Incentive Stock Option) 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, a Subsidiary or Affiliate
terminates by reason of Retirement, any unexercised Option granted to
the Holder may thereafter be exercised by the Holder (or, where
appropriate, the Holder's transferee or 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 up to five years or such shorter term as determined by
the Committee (3 months in the case of an Incentive Stock Option) from
the date of such termination of employment 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