EXHIBIT 10.3
CHANGE IN CONTROL AMENDMENT
THIS AMENDMENT (the "Amendment") made this ____ day of
__________________, 2002, by and between Pennzoil-Quaker State Company, a
Delaware corporation (the "Company"), and ____________________ (the
"Employee").
R E C I T A L S:
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WHEREAS, the Employee has previously entered into certain
agreements relating to the Employee's compensation, been designated a
participant in certain Company benefit plans and/or programs, and/or granted
awards under certain stock option and/or incentive plans of the Company, with
all of such agreements, plans, programs and awards set forth on Exhibit A
attached hereto and incorporated herein by reference (collectively, the
"Benefit Agreements and Plans"); and
WHEREAS, the Company desires to amend the definition of a
"change in control" of the Company in, or applicable with respect to, such
Benefit Agreements and Plans.
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein and for other good and valuable consideration, the
receipt of which is mutually acknowledged, effective as of the date first
written above, the Company and the Employee agree that the definition of a
"change in control" of the Company in, or applicable with respect to, the
Benefit Agreements and Plans is hereby amended as follows:
I. Change in Control:
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For purposes of the Benefit Agreements and Plans, effective
as of January 1, 2002, a "Change in Control" of the Company shall
conclusively be deemed to have occurred on a Change in Control
Effective Date if an event set forth in any one of the following
paragraphs shall have occurred:
(A) any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company
(not including in the securities beneficially owned by
such Person any securities acquired directly from the
Company or its affiliates) representing 35% or more of
the combined voting power of the Company's then
outstanding securities; or
(B) the following individuals cease for any reason to
constitute a majority of the number of directors then
serving: individuals who, on the date hereof,
constitute the Board and any new director (other than
a director whose initial assumption of office is in
connection with an actual or threatened election
contest relating to the election of directors of the
Company) whose appointment or
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election by the Board or nomination for election by
the Company's stockholders was approved or recommended
by a vote of at least two-thirds (2/3) of the
directors then still in office who either were
directors on the date hereof or whose appointment,
election or nomination for election was previously so
approved or recommended; or
(C) there is consummated a merger or consolidation of the
Company or any direct or indirect subsidiary of the
Company with any other corporation, other than (i) a
merger or consolidation which would result in the
voting securities of the Company outstanding
immediately prior to such merger or consolidation
continuing to represent (either by remaining
outstanding or by being converted into voting
securities of the surviving entity or any parent
thereof), in combination with the ownership of any
trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any subsidiary
of the Company, at least 50% of the combined voting
power of the securities of the Company or such
surviving entity or any parent thereof outstanding
immediately after such merger or consolidation, or
(ii) a merger or consolidation effected to implement a
recapitalization of the Company (or similar
transaction) in which no Person is or becomes the
Beneficial Owner, directly or indirectly, of
securities of the Company (not including in the
securities Beneficially Owned by such Person any
securities acquired directly from the Company or any
of its affiliates other than in connection with the
acquisition by the Company or any of its affiliates of
a business) representing 35% or more of the combined
voting power of the Company's then outstanding
securities; or
(D) the stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company or
there is consummated an agreement for the sale or
disposition by the Company of all or substantially all
of the Company's assets, other than a sale or
disposition by the Company of all or substantially all
of the Company's assets to an entity, at least 50% of
the combined voting power of the voting securities of
which are owned by stockholders of the Company in
substantially the same proportions as their ownership
of the Company immediately prior to such sale.
Notwithstanding the foregoing, a "Change in Control" shall not be
deemed to have occurred by virtue of the consummation of any
transaction or series of integrated transactions immediately following
which the record holders of the Common Stock of the Company
immediately prior to such transaction or series of transactions
continue to have substantially the same proportionate ownership in an
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entity which owns all or substantially all of the assets of the
Company immediately following such transaction or series of
transactions.
II. Definitions:
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For purposes of Paragraph I above, the following definitions
shall apply:
1. "Beneficial Owner" shall have the meaning set forth in Rule 13d-3
promulgated under the Exchange Act.
2. "Board" shall mean the Board of Directors of the Company.
3. "Common Stock" shall mean the common stock, par value $0.10 per share, of
the Company.
4. "Change in Control Effective Date" shall be:
(a) the first date that the direct or indirect ownership of
35% or more combined voting power of the Company's outstanding
securities results in a Change in Control as described in
Paragraph I(A) above; or
(b) the date of the election of directors that results in a
Change in Control as described in Paragraph I(B) above; or
(c) the date of the merger or consideration that results in
a Change in Control as described in Paragraph I(C) above; or
(d) the date of stockholder approval that results in a
Change in Control as described in Paragraph I(D) above.
5. "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time.
6. "Person" shall have the meaning given in Section 3(a)(9) of the Exchange
Act, as modified and used in Sections 13(d) and 14(d) thereof, except that
such term shall not include (a) the Company or any of its subsidiaries,
(b) a trustee or other fiduciary holding securities under an employee
benefit plan of the Company or any of its affiliates, (c) an underwriter
temporarily holding securities pursuant to an offering of such securities,
or (d) a corporation owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their ownership of
stock of the Company.
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III. Effect:
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The Amendment shall amend, replace and be in lieu of the
change in control provisions under, or applicable with respect to,
each and every Benefit Agreement and Plan.
IN WITNESS WHEREOF, this Amendment, executed as of the date
first written above, shall be effective as of January 1, 2002.
PENNZOIL-QUAKER STATE COMPANY
This Amendment is accepted and agreed to by:
______________________________________________
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