FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT to the Employment Agreement by and
between SCHERING-PLOUGH CORPORATION, a New Jersey corporation
(the "Company") and RICHARD J. KOGAN (the "Employee") dated as
of September 26, 1989 (the "Employment Agreement"), made and
entered into as of this 28th day of June , 1994;
WHEREAS, the Company and the Employee wish to amend the
Employment Agreement as set forth below;
NOW, THEREFORE, IN CONSIDERATION of the mutual promises,
covenants and agreements set forth below, it is hereby agreed
as follows:
1. In order to correct a typographical error in the
Employment Agreement, clause (A) of subparagraph (j)(i) of
Section 3 is amended to read in its entirety as follows:
(A) is two percent (2%) of the Employee's "final average
earnings" (the average of his Annual Base Salary over the
highest sixty (60) consecutive months in his last one hundred
twenty (120) months of employment with the Company plus the
average of his last five (5) annual awards from the Cash Bonus
Plans) times his years of service with the Company up to
twenty (20) years
plus
one percent (1%) of the same "final average earnings" times
his years of service with the Company in excess of twenty (20)
years;
2. The last paragraph of subparagraph (j)(i) of Section 3
(i.e., the provision following the end of clause (BB) thereof)
is amended to read in its entirety as follows:
For all purposes in this Agreement, "service" shall include
any period of time during which compensation is being paid or
provided to the Employee pursuant to Section 5 of this
Agreement or for services rendered to the Company as an
employee whether pursuant to this Agreement or otherwise. In
addition, for all purposes in this Agreement, the provisions
of subparagraph (a)(iv) of Section 5 shall be taken into
account, if applicable. Except as provided for in this
Agreement, the provisions of the Company's qualified
retirement plan applicable to the Employee shall apply to the
pension supplement provided hereunder. If payable, the Normal
Supplement or the Early Retirement Supplement, as the case may
be, shall commence to be paid upon the date of the Employee's
retirement or deemed retirement. The Normal Supplement or the
Early Retirement Supplement, as the case may be, shall be com-
puted on a straight life annuity basis, with an option to the
Employee to receive the actuarial equivalent of such
supplement under a joint and survivor's annuity; provided,
however, that in the event the Employee retires or is deemed
to retire from the employ of the Company on or after he
reaches or is deemed to reach age sixty-two (62), (x) the
Employee shall be entitled to receive the Normal Supplement on
a straight life annuity basis and (y) after the Employee's
death (other than a death while employed by the Company), his
wife shall be entitled to receive annually for the duration of
her life an amount equal to the excess of (i) 45% of "final
average earnings", as defined hereinabove, over (ii) the
amount payable to her set forth in (D) above. In the event of
the Employee's death while employed or deemed employed by the
Company, the Employee's wife shall be entitled to receive for
the duration of her life benefits under the SRP in an amount
equal to 50% of the Normal Supplement which the Employee would
have received if the Employee had retired on the date of his
death (but without the reduction provided by (AA) above). If
the Employee's benefits under the Company's qualified
retirement plan are to continue after his death for the
benefit of his spouse or a designated beneficiary, then he
shall have the right at any time to change the recipient of
any survivorship benefit payable under the SRP; provided, how-
ever, that any such change, if made after the applicable
deadline set forth in the qualified retirement plan, shall not
affect the amount of the benefit payable under the SRP as
originally calculated or the term for which such benefit is
payable, also as originally calculated.
3. Subparagraph (ii) of Section 3(j) is amended to read in
its entirety as follows:
Executive Death Benefits. A program (coordinated with the
Company's regular death benefit program for executives) which
includes the following death benefits:
(A)Executive life insurance no less favorable than that
available under the Company's executive life insurance program
in effect as of May 1, 1993;
(B)non-contributory, pre-retirement accidental death and
dismemberment insurance of Twenty-five Thousand Dollars
($25,000); and
(C)pre-retirement coverage under a 24-hour accidental death
and dismemberment program, on a non-contributory basis, in an
amount equal to three times the Annual Base Salary.
4.Paragraph (a) of Section 5 is amended by deleting the period
at the end of subparagraph (iii) thereof, inserting the word
"and" at the end of said subparagraph (iii), and adding a new
subparagraph (iv) reading in its entirety as follows:
(i)for purposes of computation and payment of benefits
under the SRP provided by subparagraph (j)(i) of Section 3
above, the Employee shall be deemed (A) to continue to be
employed by the Company and to accrue years of service from
the Date of Termination through the third anniversary thereof,
(B) to retire on such third anniversary, and (C) to have
attained age 62 on such third anniversary (if he is then
younger than 62 years).
5.In order to correct a typographical error in the Employment
Agreement, the two references in Section 5(g) to "Section
5(d)" are changed to "Section 4(d)."
6.Except as provided above, the Employment Agreement shall
continue in effect without alteration as in effect on the date
hereof.
IN WITNESS WHEREOF, the Employee and, pursuant to due
authorization from its Board of Directors, the Company have
caused this Agreement to be executed as of the day and year
first above written.
/s/ Richard J. Kogan
Richard J. Kogan
SCHERING-PLOUGH CORPORATION
/s/ Robert P. Luciano
Robert P. Luciano
Chairman of the Board and Chief
Executive Officer