Exhibit 10.3
NABISCO
GROUP HOLDINGS NABISCO LOGO
LOGO
June 28, 2000
To: Nabisco Group Holdings Corp. ("NGH") and
Nabisco Holdings Corp. ("NA")
Stock Optionee
Dear Optionee:
This represents our agreement and understanding as follows:
1. We confirm that the sections of the Stock Option Agreements for 1999
and 2000 between you and NA and/or NGH, as the case may be, have each been
amended by the memorandum dated June 14, 2000 from C. Michael Sayeau to
Nabisco Group Holdings Corp. and Nabisco Holdings Corp. Optionees entitled
"Amendment to Option Agreements" (the "Option Memorandum").
2. We confirm that the provisions contained in the Option Memorandum
supersede in full Section 13 of each of the Stock Option Agreements that were
entered into in 1999, as previously contained in those Stock Option
Agreements, and supersede in full Section 12 of each of the Stock Option
Agreements that were entered into in 2000, as previously contained in those
Stock Option Agreements.
Please sign both copies of this letter below to confirm our agreement and
understanding with regard to the foregoing amendment. You should return one
signed copy to Phyllis Hartmann, Executive Compensation -- EH-02SE, in the
enclosed envelope and retain one copy for your files.
Optionee Acknowledgment: Very truly yours,
NABISCO GROUP HOLDINGS CORP.
NABISCO HOLDINGS CORP.
- -------------------------------------
[Signature]
/s/ James Kirkman
- -------------------------------------
[Print Name]
Optionee's Social Security Number: James A. Kirkman III
Senior Vice President,
- ------------------------------------- General Counsel & Secretary and
Executive Vice President,
Optionee's Home Address: General Counsel &
Secretary, respectively
- -------------------------------------
- -------------------------------------
7 CAMPUS DRIVE P.O. BOX 311, PARSIPPANY, NJ 07054-0311
(973) 682-7700 Fax: (973) 539-9150
AMENDMENT TO OPTION AGREEMENTS
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Non-Competition
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Provided that the Optionee is not party to a written employment or
termination agreement with the Company containing restrictions on Optionee's
eligibility to compete with the Company following Optionee's Termination of
Employment, whether or not any such agreement applies to all Terminations of
Employment, in consideration for the Option, Optionee agrees that:
(a) For the twelve (12) month period commencing on the date of
Optionee's Termination of Employment, Optionee shall not engage in
Competitive Employment. As used herein, "Competitive Employment"
means providing any person, company or other entity with any
services, whether as a consultant, employee, investor or otherwise,
regarding any business, product, service or other matter which: (i)
is substantially similar to or competes with any business, product,
service or other matter regarding which Optionee worked for the
Company, or any of its affiliates, during the two (2) years prior to
Optionee's Termination of Employment; or (ii) concerns subject
matters about which Optionee gained proprietary information of the
Company, or its affiliates, during the two (2) year period prior to
Optionee's Termination of Employment.
(b) If the Company reasonably determines that Optionee has materially
violated any of Optionee's obligations under subparagraph (a),
above, then, in addition to any other remedies at law or in equity
it may have: (i) the Company shall have the right to cease payment
of any compensation, salary contribution, benefits, perquisites and
any other remuneration which is due or may become due Optionee under
any employment, salary continuation or similar agreement between the
Company, or any of its affiliates, and Optionee; and (ii) all past,
present and future stock option grants awarded Optionee under the
Plan, including grants which according to their terms are vested,
shall terminate, effective the date on which such violation began
(the "Violation Date"). The Company may demand the return of any
gain realized by Optionee from the exercise of any such grants by
Optionee at any time on or after the date sixty (60) days prior to
the Violation Date. If after such demand Optionee fails to return
said amounts, Optionee acknowledges that the Company has the right
to offset against said amounts any amounts, including compensation,
owed Optionee by the Company or to commence judicial proceedings
against Optionee to recover said amounts and any attorneys' fees and
costs.
(c) Optionee acknowledges and agrees that: (1) the restrictions
contained in Section 13 (1999) and/or Section 12 (2000) are
necessary to protect the legitimate interests of the Company and
impose no undue hardship on Optionee; (ii) the violation or
threatened violation of Section 13 (1999) and/or Section 12 (2000)
will result in irreparable injury to the Company and Optionee
consents to the issuance of any restraining order, preliminary
restraining order or injunction, without bond, which arises from
conduct by Optionee in violation of Section 13 (1999) and/or Section
12 (2000), and the existence of any claim Optionee may have against
the Company will not constitute a defense thereto; (iii) if the
Company prevails in any suit or proceeding to enforce its rights
under Section 13 (1999) and/or Section 12 (2000), Optionee shall
indemnify the Company for all expenses incurred by the Company,
including reasonable attorneys' fees; and (iv) no one employed by or
representing the Company has any authority to make oral statements
which modify, waive or discharge in any manner any provision of
Section 13 (1999) and/or Section 12 (2000).
Nothing herein to the contrary, the foregoing provisions of Section
13 (1999) and/or Section 12 (2000) shall not apply to any
Termination of Employment during the two-year period beginning on
the date of a Change of Control.