Exhibit 10.9(b)
AMENDMENT NO. 1 TO THE
MALLINCKRODT INC.
LONG-TERM INCENTIVE COMPENSATION PLAN
The Mallinckrodt Inc. Long-Term Incentive Compensation Plan (the
"Plan") is hereby amended, effective as of April 16, 1997, as set
forth below:
1. The second sentence of Section 5(a) of the Plan is hereby
amended to read in its entirety as follows:
Within the 90-day period immediately following the beginning of
each Performance Cycle, the Committee will establish, in writing, the
objective performance goals applicable to each Participant or class
of Participants for the Performance Cycle.
2. Section 6 of the Plan is hereby amended by deleting the
last sentence of such Section.
3. Section 7(b) of the Plan is hereby amended to read in its
entirety as follows:
(b) For purposes of this Plan, a "change in control" of the
Corporation means the occurrences of any one of the
following events:
(i) any "person" (as such term is defined in Section
3(a)(9) of the Securities Exchange Act of 1934 (the "Exchange
Act") and as used in Sections 13(d)(3) and 14(d)(2) of the
Exchange Act) is or becomes a "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Corporation representing 20% or more of
the combined voting power of the Corporation's then
outstanding securities eligible to vote for the election of
the Board (the "Corporation Voting Securities"); provided,
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however, that the event described in this paragraph (i) shall
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not be deemed to be a Change in Control by virtue of any of the
following acquisitions: (A) by the Corporation or any Subsidiary
of the Corporation, (B) by any employee benefit plan sponsored
or maintained by the Corporation or any Subsidiary of the
Corporation, (C) by any underwriter temporarily holding
securities pursuant to an offering of such securities, (D)
pursuant to a NonControl Transaction (as defined in paragraph
(iii)), (E) with respect to a Participant pursuant to any
acquisition by the Participant or any group of persons including
the Participant; or (F) except as provided in (iii) below, in
which Corporation Voting Securities are acquired from the
Corporation, if a resolution providing expressly that the
acquisition pursuant to this clause (F) does not constitute a
Change in Control under this paragraph (I) is approved by a vote
of at least a majority of the directors comprising the Incumbent
Board (as hereinafter defined);
(ii) individuals who, on April 16, 1997, constitute the
Board (the "Incumbent Board") cease for any reason to constitute
at least a majority thereof, provided that any person becoming a
director subsequent to April 16, 1997, whose election, or
nomination for election, by the Corporation's stockholders was
approved by a vote of at least a majority of the directors
comprising the Incumbent Board (either by a specific vote or by
approval of the proxy statement of the Corporation in which such
person is named as a nominee for director, without objection to
such nomination) shall be, for purposes of this paragraph (ii),
considered as though such person were a member of the Incumbent
Board; provided, however, that no individual initially elected
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or nominated as a director of the Corporation as a result of an
actual or threatened election contest with respect to directors
or any other actual or threatened solicitation of proxies or
consents by or on behalf of any person other than the Board
shall be deemed to be a member of the Incumbent Board;
(iii) the consummation of a merger, consolidation, share
exchange or similar form of corporate reorganization of the
Corporation or any such type of transaction requiring the
approval of the Corporation's stockholders (whether for such
transaction or the issuance of securities in the transaction or
otherwise), or the consummation of the direct or indirect sale
or other disposition of all or substantially all of the assets,
of the Corporation (a "Business Combination"), unless
immediately following such Business Combination: (A) more than
50% of the total voting power of the publicly-traded corporation
resulting from such Business Combination (including, without
limitation, any corporation which directly or indirectly has
beneficial ownership of 100% of the Corporation Voting
Securities or all or substantially all of the Corporation's
assets) eligible to elect directors of such corporation is
represented by shares that were Corporation Voting Securities
immediately prior to such Business Combination (either by
remaining outstanding or being converted), and such voting power
is in substantially the same proportion as the voting power of
such Corporation Voting Securities immediately prior to the
Business Combination, (B) no person (other than any publicly-
traded holding company resulting from such Business Combination,
any employee benefit plan sponsored or maintained by the
Corporation (or the corporation resulting from such Business
Combination), or any person which beneficially owned,
immediately prior to such Business Combination, directly or
indirectly, 20% or more of the Corporation Voting Securities (a
"Corporation 20% Stockholder")) becomes the beneficial owner,
directly or indirectly, of 20% or more of the total voting power
of the outstanding voting securities eligible to elect directors
of the corporation resulting from such Business Combination and
no Corporation 20% Stockholder increases its percentage of such
total voting power, and (C) at least a majority of the members
of the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the
time of the approval of the Board of the execution of the
initial agreement providing for such Business Combination (a
"Non-Control Transaction"); or
(iv) the stockholders of the Corporation approve a plan
of complete liquidation or dissolution of the Corporation.
Notwithstanding the foregoing, a Change in Control of the Corporation
shall not be deemed to occur solely because any person acquires
beneficial ownership of more than 20% of the Corporation Voting
Securities as a result of the acquisition of Corporation Voting
Securities by the Corporation which, by reducing the number of
Corporation Voting Securities outstanding, increases the percentage
of shares beneficially owned by such person; provided, that if a
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Change in Control of the Corporation would occur as a result of such
an acquisition by the Corporation (if not for the operation of this
sentence), and after the Corporation's acquisition such person
becomes the beneficial owner of additional Corporation Voting
Securities that increases the percentage of outstanding Corporation
Voting Securities beneficially owned by such person, then a Change in
Control of the Corporation shall occur. Notwithstanding anything in
this Plan to the contrary, if a Participant's employment is
terminated prior to a Change in Control, and the Participant
reasonably demonstrates that such termination was at the request of a
third party who has indicated an intention or taken steps reasonably
calculated to effect a Change in Control and who effectuates a Change
in Control, then for all purposes of this Plan with respect to such
Participant, the date of a Change in Control shall mean the date
immediately prior to the date of such termination of employment.