SECOND AMENDED AND RESTATED
CHANGE-IN-CONTROL AGREEMENT
THIS IS A SECOND AMENDED AND RESTATED CHANGE-IN-CONTROL
AGREEMENT (the "Agreement"), dated as of March 25, 2000
between West Pharmaceutical, Services, Inc., a Pennsylvania
corporation, (formerly named "The West Company, Incorporated")
(the "Company") and [NAME] ("Executive").
Background
The Executive and the Company are parties to a certain
letter agreement dated [DATE] (the "Change-in-Control
Agreement"). The Company and the Executive amended and
restated the Change-in-Control Agreement on April 28, 1998
(the "Amended and Restated Change-in-Control Agreement"). The
Company desires to make a second amendment and restatement of
the Change-in-Control Agreement to make certain changes as set
forth herein.
Agreement
In consideration of the foregoing and Executive's
continued employment with the Company, and intending to be
legally bound, the Company agrees with Executive as follows:
1. Definitions. As used in this Agreement, the following
terms will have the meanings set forth below:
(a) An "Affiliate" of any Person means any Person
directly or indirectly controlling, controlled by or
under common control with such Person.
(b) "Change in Control" shall mean a change in control of
a nature that would be required to be reported in
response to Item 1 of the Current Report on Form 8-K
as in effect on the date of this Agreement pursuant
to Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended, (the "Act"), provided, that,
without limitation, a Change in Control shall be
deemed to have occurred if:
(i) Any Person, other than:
(1) the Company,
(2) any Person who on the date hereof is a
director or officer of the Company, or
(3) a trustee or fiduciary holding securities
under an employee benefit plan of the
Company,
(ii) is or becomes the "beneficial owner," (as
defined in Rule 13-d3 under the Act), directly or
indirectly, of securities of the Company representing more than
50% of the combined voting power of the Company's then
outstanding securities; or
(iii)During any period of two consecutive years during the term of
this Agreement, individuals who at the beginning of such period
constitute the Board of Directors of the Company cease for any
reason to constitute at least a majority thereof, unless the
election of each director who was not a director at the beginning
of such period has been approved in advance by directors
representing at least two-thirds of the directors then in office
who were directors at the beginning of the period; or
(iv) The shareholders of the Company approve: (A) a plan of complete
liquidation of the Company; or (B) an agreement for the sale or
disposition of all or substantially all of the Company's assets;
or (C) a merger, consolidation, or reorganization of the Company
with or involving any other corporation, other than a merger,
consolidation, or reorganization (collectively, a "Transaction"),
that would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into
voting securities of the surviving entity), at least 50% of the
combined voting power of the voting securities of the Company (or
the surviving entity, or an entity which as a result of the
Transaction owns the Company or all or substantially all of the
Company's assets either directly or through one or more
subsidiaries) outstanding immediately after the Transaction.
(c) "Code" means the Internal Revenue Code of 1986, as
amended.
(d) The "Company's Business" means: (i) the contract-
manufacturing and contract-filing business for the
pharmaceutical and consumer-products industries,
being carried on by West Pharmaceutical Services
Lakewood, Inc. and its subsidiaries; (ii) the
manufacture and sale of stoppers, closures,
containers, medical-device components and assemblies
made from elastomers, metal and plastic for the
health-care and consumer-products industries; (iii)
the development of proprietary drug-delivery
technologies that provide optimized therapeutic
effects for challenging drug molecules, such as
peptides and proteins, carbohydrates,
oligonucleotides, as well as systems for vaccines,
gene therapy and diagnostic applications; and (iv)
any other business conducted by the Company or any of
its Subsidiaries or Affiliates during the term of
this Agreement and in which Executive has have been
actively involved.
(e) "Constructive Termination" means the occurrence of
any of the following events:
(i) The Company requires Executive to assume any
duties inconsistent with, or the Company makes
a significant diminution or reduction in the
nature or scope of Executive's authority or
duties from, those assigned to or held by
Executive on the date of this Agreement;
(ii) A material reduction in Executive's annual
salary or incentive compensation
opportunities;
(iii) A relocation of Executive's site of employment
to a location more than 50 miles from
Executive's site of employment on the date of
this Agreement;
(iv) The Company falls to provide Executive with a
reasonable number of paid vacation days at
least equal to the number of paid vacation
days to which Executive was entitled in the
last full calendar year prior to the execution
of this Agreement;
(v) The Company fails to provide Executive with
substantially the same fringe benefits that
were provided to Executive immediately prior
to the date of this Agreement, or with a
package of fringe benefits that, although one
or more of such benefits may vary from those
in effect immediately prior to the execution
of this Agreement, is substantially at least
as beneficial to Executive in all material
respects is such prior fringe benefits taken
as a whole; or
(vi) A successor of the Company does not assume the
Company's obligations under this Agreement,
expressly or as a matter of law.
Notwithstanding the foregoing, no Constructive
Termination will be deemed to have occurred under any
of the following circumstances:
(1) Executive will have consented in writing
or given a written waiver to the
occurrence of any of the events
enumerated in clauses (i) through (vi)
above;
(2) Executive will have failed to give the
Company written notice stating
Executive's intention to claim
Constructive Termination and the basis
for that claim at least 10 days in
advance of the effective date of
Executive's resignation; or
(3) The event constituting a Constructive
Termination has been cured or reserved by
the Company prior to the effective date
of Executive's resignation.
(f) "Payment" means
(i) any amount due or paid to the Executive under
this Agreement,
(ii) any amount that is due or paid to the
Executive under any plan, program or
arrangement of the Company and any of its
subsidiaries, and
(iii) any amount or benefit that is due or payable
to the Executive under this Agreement or under
any plan, program or arrangement of the
Company and any of its subsidiaries not
otherwise covered under clause (i) or (ii)
hereof which must reasonably be taken into
account under section 280G of the Code and
the Regulations in determining the amount of
the "parachute payments" received by the
Executive, including, without limitation, any
amounts which must be taken into account
under the Code and Regulations as a result of
(1) the acceleration of the vesting of any
option, restricted stock or other equity
award granted under any equity plan of the
Company or otherwise, (2) the acceleration of
the time at which any payment or benefit is
receivable by the Executive or (3) any
contingent severance or other amounts that are
payable to the Executive.
(g) "Person" means an individual, a corporation, a
partnership, an association, a trust or other entity
or organization.
(h) "Regulations" means the proposed, temporary and final
regulations under section 280G of Code or any
successor provision thereto.
(i) "Restrictive Period" means the period of time that
commences on the date hereof and ends on the first
anniversary of the Termination Date.
(j) "Retirement Plan" means the West Pharmaceutical
Services, Inc. Employees' Retirement Plan and any
successor plan thereto.
(k) "Savings/Deferred Comp Plan" means The Company's
Salaried Employees' Savings Plan, The Company's Non-
Qualified Deferred Compensation Plan for Designated
Executive Officers and any other similar plan
established from time to time that may allow
executive officers to defer taxation of compensation.
(l) "Subsidiary" has the meaning ascribed to the term by
section 425(f) of the Code.
(m) "Termination Date" is the date on which Executive
ceases to be employed by the Company or any of its
Subsidiaries or Affiliates for any reason.
2. Termination Following a Change in Control.
(a) Executive will be entitled to the benefits specified
in Section 3 (Benefits Payable Upon Termination of
Employment) if,
(I) at any time within two years after a Change in
Control has occurred, Executive's employment
by the Company is terminated:
(1) by the Company, other than by reason of
death, disability, continuous willful
misconduct to the detriment of the
Company, or retirement at Executive's
normal retirement date under the
Retirement Plan, or
(2) as a result of Executive's resignation at
any time following Executive's
Constructive Termination; or
(II) the Executive resigns for any reason within 30
days following the first anniversary of a
Change in Control.
Except as otherwise set forth in Section 2(b),
Executive will not be entitled to the benefits
specified in Section 3 hereof if Executive's
employment terminates for any other reason or if, at
any time thereafter, Executive is in breach of any of
Executive's obligations under this Agreement.
(b) If the Company executes an agreement, the
consummation of which would result in the occurrence
of a Change in Control, then, with respect to a
termination
(i) by the Company, other than by reason of death,
disability, continuous willful misconduct to
the detriment of the Company, or retirement at
Executive's normal retirement date under the
Retirement Plan, or
(ii) as a result of Executive's resignation at any
time following Executive's Constructive
Termination occurring after the execution of
such agreement (and, if such agreement expires
or is terminated prior to consummation, prior
to the expiration or termination of such
agreement),
a Change in Control shall be deemed to have occurred
as of the date of the execution of such agreement and
the Executive will be entitled to the severance
compensation specified in Section 3 hereof.
3. Benefits Payable Upon Termination of Employment. Upon
termination of employment as set forth in Section 2
(Termination Following a Change in Control), Executive
will be entitled to the following benefits:
(a) Severance Compensation. Executive will be entitled
to severance compensation in an amount equal to three
times the sum of
(i) Executive's highest annual base salary rate in
effect during the year of the termination of
Executive's employment, plus
(ii) the annual bonus paid or payable for the
fiscal year immediately preceding a Change in
Control or upon the termination of Executive's
employment (whichever amount is greater);
provided, however, that if at any time before the
third anniversary of the Termination Date, Executive
either (x) elects retirement under the Retirement
Plan, or (y) could have been compelled to retire
under the Retirement Plan if Executive had remained
employed by the Company, Executive's severance
compensation under this Section 3(a) will be reduced
by an amount equal to the product obtained by
multiplying such severance compensation by a fraction
the numerator of which is the number of days elapsed
from the Termination Date until the date on which
either of the events described in clauses (x) or (y)
first occurs, and the denominator of which is 1095.
The severance compensation paid hereunder will not be
reduced to the extent of any other compensation for
Executive's services that Executive receives or is
entitled to receive from any other employment
consistent with the terms of this Agreement.
(b) Equivalent of Vested Savings/Deferred Comp Plan
Benefit. The Company will pay to Executive the
difference, if any, between
(i) the benefit Executive would be entitled to
receive under the Savings/Deferred Comp Plan
if the Company's contributions to the
Savings/Deferred Comp Plan were fully vested
upon the termination of Executive's
employment, and
(ii) the benefit Executive is entitled to receive under the terms of the
Savings/Deferred Comp Plan upon termination of Executive's employment.
Any such benefit will be payable at such time and in
such manner as benefits are payable to Executive
under the Savings/Deferred Comp Plan.
(c) Unvested Equity Awards. All stock options, other
equity-based awards and shares of the Company's stock
granted or awarded to Executive pursuant to any
Company compensation or benefit plan or arrangement,
but which are unvested, will vest immediately upon
termination of Executive's employment. The provisions
of this Section 3(c) will supersede the terms of any
such grant or award made to Executive under any such
plan or arrangement to the extent there is an
inconsistency between the two.
(d) Employee and Executive Benefits. Executive will be
entitled to a continuation of all hospital, major
medical, medical, dental, life and other insurance
benefits not otherwise addressed in this Agreement in
the same manner and amount to which Executive was
entitled on the date of a Change in Control or on the
date of Constructive Termination of Executive's
employment (whichever benefits are more favorable to
Executive) until the earlier of
(i) a period of 36 months after termination of
Executive's employment,
(ii) Executive's retirement under the Retirement
Plan, or
(iii) Executive's eligibility for similar benefits
with a new employer.
Assistance in finding new employment will be made
available to Executive by the Company if Executive so
requests. Upon termination of Executive's employment,
Company cars must be returned to the Company.
4. Additional Payments.
(a) Gross-Up Payment. Notwithstanding anything herein to
the contrary, if it is determined that any Payment
would be subject to the excise tax imposed by section
4999 of the Code or any interest or penalties with
respect to such excise tax (such excise tax, together
with any interest or penalties thereon, is herein
referred to as an "Excise Tax"), then the Executive
shall be entitled to an additional payment (a "Gross-
Up Payment") in an amount that will place the
Executive in the same after-tax economic position
that the Executive would have enjoyed if the Excise
Tax had not applied to the Payment.
(b) Determination of Gross-Up Payment. Subject to the
provisions of Section 4(c), all determinations
required under this Section 4, including whether a
Gross-Up Payment is required, the amount of the
Payments constituting excess parachute payments, and
the amount of the Gross-Up Payment, shall be made by
the accounting firm that was the Company's
independent auditors immediately prior to the Change
in Control (or, in default thereof, an accounting
firm mutually agreed upon by the Company and the
Executive) (the "Accounting Firm"), which shall
provide detailed supporting calculations both to the
Executive and the Company within fifteen days of the
Change in Control, the date of termination of
employment or any other date reasonably requested by
the Executive or the Company on which a determination
under this Section 4 is necessary or advisable. The
Company shall pay to the Executive the initial Gross-
Up Payment within 5 days of the receipt by the
Executive and the Company of the Accounting Firm's
determination. If the Accounting Firm determines
that no Excise Tax is payable by the Executive, the
Company shall cause the Accounting Firm to provide
the Executive with an opinion that the Accounting
Firm has substantial authority under the Code and
Regulations not to report an Excise Tax on the
Executive's federal income tax return. Any
determination by the Accounting Firm shall be binding
upon the Executive and the Company. If the initial
Gross-Up Payment is insufficient to cover the amount
of the Excise Tax that is ultimately determined to be
owing by the Executive with respect to any Payment
(hereinafter an "Underpayment"), the Company, after
exhausting its remedies under Section 4(c) below,
shall promptly pay to the Executive an additional
Gross-Up Payment in respect of the Underpayment.
(c) Procedures. The Executive shall notify the Company
in writing of any claim by the Internal Revenue
Service that, if successful, would require the
payment by the Company of a Gross-Up Payment. Such
notice shall be given as soon as practicable after
the Executive knows of such claim and shall apprise
the Company of the nature of the claim and the date
on which the claim is requested to be paid. The
Executive agrees not to pay the claim until the
expiration of the thirty-day period following the
date on which the Executive notifies the Company, or
such shorter period ending on the date the Taxes with
respect to such claim are due (the "Notice Period").
If the Company notifies the Executive in writing
prior to the expiration of the Notice Period that it
desires to contest the claim, the Executive shall:
(i) give the Company any information reasonably
requested by the Company relating to the claim; (ii)
take such action in connection with the claim as the
Company may reasonably request, including, without
limitation, accepting legal representation with
respect to such claim by an attorney reasonably
selected by the Company and reasonably acceptable to
the Executive; (iii) cooperate with the Company in
good faith in contesting the claim; and (iv) permit
the Company to participate in any proceedings
relating to the claim. The Executive shall permit
the Company to control all proceedings related to the
claim and, at its option, permit the Company to
pursue or forgo any and all administrative appeals,
proceedings, hearings, and conferences with the
taxing authority in respect of such claim. If
requested by the Company, the Executive agrees either
to pay the tax claimed and sue for a refund or
contest the claim in any permissible manner and to
prosecute such contest to a determination before any
administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts as
the Company shall determine; provided, however, that,
if the Company directs the Executive to pay such
claim and pursue a refund, the Company shall advance
the amount of such payment to the Executive on an
after-tax and interest-free basis (the "Advance").
The Company's control of the contest related to the
claim shall be limited to the issues related to the
Gross-Up Payment and the Executive shall be entitled
to settle or contest, as the case may be, any other
issues raised by the Internal Revenue Service or
other taxing authority. If the Company does not
notify the Executive in writing prior to the end of
the Notice Period of its desire to contest the claim,
the Company shall pay to the Executive an additional
Gross-Up Payment in respect of the excess parachute
payments that are the subject of the claim, and the
Executive agrees to pay the amount of the Excise Tax
that is the subject of the claim to the applicable
taxing authority in accordance with applicable law.
(d) Repayments. If, after receipt by the Executive of an
Advance, the Executive becomes entitled to a refund
with respect to the claim to which such Advance
relates, the Executive shall pay the Company the
amount of the refund (together with any interest paid
or credited thereon after Taxes applicable thereto).
If, after receipt by the Executive of an Advance, a
determination is made that the Executive shall not be
entitled to any refund with respect to the claim and
the Company does not promptly notify the Executive of
its intent to contest the denial of refund, then the
amount of the Advance shall not be required to be
repaid by the Executive and the amount thereof shall
offset the amount of the additional Gross-Up Payment
then owing to the Executive.
(e) Further Assurances. The Company shall indemnify the
Executive and hold the Executive harmless, on an
after-tax basis, from any costs, expenses, penalties,
fines, interest or other liabilities ("Losses")
incurred by the Executive with respect to the
exercise by the Company of any of its rights under
this Section 4, including, without limitation, any
Losses related to the Company's decision to contest
a claim or any imputed income to the Executive
resulting from any Advance or action taken on the
Executive's behalf by the Company hereunder. The
Company shall pay, or cause the Trust to pay, all
legal fees and expenses incurred under this Section
4 and shall promptly reimburse the Executive, or
cause the Trust to reimburse the Executive, for the
reasonable expenses incurred by the Executive in
connection with any actions taken by the Company or
required to be taken by the Executive hereunder. The
Company shall also pay all of the fees and expenses
of the Accounting Firm, including, without
limitation, the fees and expenses related to the
opinion referred to in Section 4(b).
5. Payment of Severance Compensation.
(a) The severance compensation set forth in Section 3 (a)
will be payable in 36 equal monthly installments
commencing on the first day of the month following
the month in which Executive's employment terminates.
However, Executive may elect in writing, in
accordance with the provisions of this Section, to
receive Executive's severance compensation in a lump
sum at a later time or in installments in amounts and
at times elected by Executive, but Executive's
election will not entitle Executive to receive
severance compensation sooner than permitted by the
preceding sentence.
(b) Executive must elect to receive amounts in
installments or to defer payments by filing a written
election with the Company, which specifies the time
at which payments are to be made and the amounts of
such payments. Executive's election to receive
installment payments or to defer payments will not be
valid unless it is made prior to the time Executive
is entitled to receive any payments under this
Agreement. The last such election in effect on the
day before a termination of employment will be
controlling. No election may be made on or after
termination of employment.
(c) The payment of deferred amounts must commence no
earlier than the first business day of the calendar
year following the termination of Executive's
employment and no later than the third calendar year
following the attainment of normal retirement age
under the Retirement Plan.
6. Non-Disclosure and Confidentiality.
(a) Executive agrees that Executive will keep secret and
maintain in confidence all confidential information
of the Company and will not use such information
other than for the Company's benefit or disclose such
information to anyone outside of the Company, either
during or after Executive's employment with the
Company.
(b) Executive will promptly deliver to the Company on the
termination of Executive's employment with the
Company, or at any time the Company requests, all
memoranda, notes, records and other documents (and
all copies thereof) relating to the Company's
business or confidential matters which Executive then
has or controls.
(c) All inventions, improvements, new ideas and
techniques which relate to the Company's business
which Executive makes or conceives during Executive's
employment with the Company or within six months
thereafter will be the Company's property. Without
additional compensation to Executive, Executive will
promptly inform the Company of such inventions,
improvements, ideas and techniques, and will assist
the Company in preserving them and will not disclose
them to anyone else without the Company's consent.
(d) Executive understands that, as used in this Section,
the phrase "confidential information of the Company"
includes all information of a technical, commercial
or other nature of or about the Company (such as
formulae, trade secrets, customer lists and know-how)
not made available to the general public.
7. Legal Fees. The Company will pay all legal fees and
expenses which Executive may incur as a result of the
Company's contesting the validity or enforceability of
this Agreement.
8. Payments Final. In the event of a termination of
Executive's employment under the circumstances described
in this Agreement, the arrangements provided for by this
Agreement, and any other agreement between the Company and
Executive in effect at that time and by any other
applicable plan of the Company in which Executive then
participates, will constitute the entire obligation of the
Company to Executive, and performance of that obligation
will constitute full settlement of any claim that
Executive might otherwise assert against the Company on
account of such termination. The Company's obligation to
pay Executive under this Agreement will be absolute and
unconditional and will not be affected by any
circumstance, including without limitation, any set-off,
counterclaim, defense or other rights the Company may have
against Executive or anyone else as long as Executive is
not in beach of Executive's obligations under this
Agreement.
9. Non-Competition.
(a) During the Restrictive Period, Executive will not,
and will not permit any of Executive's Affiliates, or
any other Person, directly or indirectly, to:
(b) engage in competition with, or acquire a direct or
indirect interest or an option to acquire such an
interest in any Person engaged in competition with,
the Company's Business in the United States (other
than an interest of not more than 5 percent of the
outstanding stock of any publicly traded company);
(i) serve as a director, officer, employee or
consultant of, or furnish information to, or
otherwise facilitate the efforts of, any
Person engaged in competition with the
Company's Business in the United States or
Puerto Rico;
(ii) solicit, employ, interfere with or attempt to
entice away from the Company any employee who
has been employed by the Company or a
Subsidiary in an executive or supervisory
capacity in connection with the conduct of the
Company's Business within one year prior to
such solicitation, employment, interference or
enticement; or
(iii) approach, solicit or deal with in competition
with the Company or any Subsidiary any Person
which at any time during the 12 months
immediately preceding the Termination Date:
(1) was a customer, client, supplier, agent
or distributor of the Company or any
Subsidiary;
(2) was a customer, client, supplier, agent
or distributor of the Company or any
Subsidiary with whom employees reporting
to or under the direct control of
Executive had personal contact on behalf
of the Company or any Subsidiary; or
(3) was a Person with whom Executive had
regular, substantial or a series of
business dealings on behalf of the
Company or any Subsidiary (whether or not
a customer, client, supplier, agent or
distributor of the Company or any
Subsidiary).
(c) For the avoidance of doubt, Executive agrees that the
phrase "Person engaged in competition with the
Company's Business" as used in this Section includes,
without limitation, the companies listed on Exhibit
"A" to this Agreement, their Affiliates and
subsidiaries.
10. Vesting in the Event of a Change in Control. In the
event of a Change in Control, all stock options,
equity-based awards and shares of the Company's stock
granted or awarded to the Executive pursuant to any
Company compensation or benefit plan or arrangement,
but which are unvested at that time, will vest
immediately upon such Change in Control. The
provisions of this Section 10 will supersede the
terms of any such grant or award made to Executive
under any such plan or arrangement to the extent
there is an inconsistency between the two.
11. Duration of Agreement. This Agreement shall commence
on the date hereof and shall continue until
terminated as provided in this Section. This
Agreement may be terminated only under the following
circumstances:
(i) At any time by the mutual written consent of
Executive and the Company; and
(ii) By the Company at the end of each successive two-year
period commencing on the date of this Agreement by
giving Executive written notice at least one year in
advance of such termination, except that such
termination and written notice will not be effective
unless Executive will be employed by the Company on
the Termination Date.
12. Miscellaneous.
(a) In consideration for the benefit of having the
protection afforded by this Agreement,
Executive agrees that the provisions of
Section 6 (Non-Disclosure and Confidentiality)
and Section 9 (Non-Competition) of this
Agreement apply to Executive, and Executive
will be bound by them, whether or not a Change
in Control occurs or Executive actually
receives the benefits specified in Section 3
hereof.
(b) This Agreement will be binding upon and inure
to the benefit of Executive, Executive's
personal representatives and heirs and the
Company and any successor of the Company, but
neither this Agreement nor any rights arising
hereunder may be assigned or pledged by
Executive.
(c) Executive acknowledges that a breach of the
covenants contained in Section 6 (Non-
Disclosure and Confidentiality) and Section 9
(Non-Competition) will cause the Company
immediate and irreparable harm for which the
Company's remedies at law (such as money
damages) will be inadequate. The Company shall
have the right, in addition to any other
rights it may have, to obtain an injunction to
restrain any breach or threatened breach of
such Sections. The Company may contact any
Person with or for whom you work after your
employment by the Company ends and may send
that Person a copy of this Agreement.
(d) Should any provision of this Agreement be
adjudged to any extent invalid by any
competent tribunal, that provision will be
deemed modified to the extent necessary to
make it enforceable.
(e) This Agreement will be governed and construed
in accordance with the laws of the
Commonwealth of Pennsylvania.
(f) This Agreement amends and restates the Amended
and Restated Change in Control Agreement,
which shall be null and void and of no further
effect. This Agreement constitutes the entire
agreement and understanding between the
Company and Executive with respect to the
subject matter hereof and merges and
supersedes all prior discussions, agreements
and understandings between the Company and
Executive with respect to such matters.
(g) This Agreement may be executed in one or more
counterparts, which together shall constitute
a single agreement.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first written above.
WEST PHARMACEUTICAL SERVICES, INC.
- --------------------- By:-----------------------------
[NAME] William G. Little, Chairman of
the Board and Chief Executive Officer
Exhibit "A"
List of Persons Engaged In Competition With
the Company's Business
Stelmi Trading International, including its
subsidiary American Stelmi, Inc.
Pharmaceutical packaging division of Swiss Group
Datwyler, including its subsidiary Helvoet Pharma,
Inc.
Comar, Inc.
Alusuisse SA, including its subsidiary Lawson Mardon
Wheaton, Inc.
Sharp Ivers-Lee Corporation
Accupac
Anderson Packaging, Inc.
Packaging Coordinators, Inc. (PCI)
Pharmaceutical Packaging Specialties, Inc.
Nastech, Inc.
Emisphere Technologies Incorporated
Elan Corporation, PLC
TheraTech, Inc.
ALZA Corporation