Exhibit (10) (cc)
EXECUTION COPY
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AMENDMENT TO LETTER AGREEMENT
THIS IS AN AMENDMENT TO LETTER AGREEMENT (the "Amendment Agreement"), dated as
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of May 1, 2003, between West Pharmaceutical Services, Inc., a Pennsylvania
corporation, (the "Company") and Robert S. Hargesheimer ("Executive").
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BACKGROUND
The Company and Executive are parties to a letter agreement dated December 7,
1999 (the "1999 Agreement"), a copy of which is attached to this Agreement as
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Exhibit "A". Under the Severance Agreement, the Executive is eligible to receive
severance compensation and certain other benefits in the event his employment is
terminated by the Company other than for cause or by reason of death, disability
or retirement pursuant to the Company's Retirement Plan, all as specified in
Section 2 thereof.
The Company and Executive has determined to offer Executive with certain
enhanced severance compensation and benefits in the event Executive's employment
is terminated following a "Change in Control" of the Company, as such term is
defined in that certain Change-in-Control Agreement, of even date herewith,
between the Company and Executive (the "Change-in-Control Agreement").
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The Company and Executive have agreed to modify the 1999 Agreement to clarify
that he will continue to receive the benefits specified therein, but only in the
event that his employment is terminated under circumstances where he is not also
entitled to benefits under the Change-in-Control Agreement, and to make certain
other amendments to the 1999 Agreement.
AGREEMENT
In consideration of the foregoing, the Company and Executive, each intending to
be legally bound hereby, agree as follows:
1. AMENDMENT OF SECTION 1. Section 1 of the 1999 Agreement is hereby amended
to read in its entirety as follows:
"TERMINATION OF EMPLOYMENT. You will be entitled to the benefits
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specified in Section 2 if your employment by the Company is terminated
by the Company, other than for cause or by reason of death,
disability, or retirement pursuant to the Company's Employees'
Retirement Plan (or any successor pension plant thereto) (the
"Retirement Plan"); provided, however, that you will not be entitled
to the benefits specified in Section 2 if:
a) your employment terminates for any other reasons, including,
without limitation, your voluntary resignation, or
b) during the term of your employment or at any time
thereafter, you engage in any activity specified in Section
3 hereof; or
c) you are entitled to receive the severance and other benefits
specified in Section 3 of the Change-in-Control Agreement."
2. AMENDMENT OF SECTION 4 B) I). Section 4 b) i) of the 1999 Agreement is
hereby amended to read in its entirety as follows:
"The "Company's Business" means: (i) the manufacture and sale of
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stoppers, closures, containers, medical device components and
assemblies made from elastomers, metal and plastic for the health-care
and consumer-products industries; (ii) the clinical trial business
carried on by the Company's GFI Research Center; (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 you have
been actively involved."
3. AMENDMENT OF SECTION 4 A). Section 4 a) of the 1999 Agreement is hereby
amended by adding a Schedule "A," attached to this Agreement, and a new
clause iv) thereto, which shall read as follows:
"(iv) 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."
4. OTHER TERMS.
(a) Confirmation of 1999 Agreement. Except as otherwise set forth in this
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Amendment Agreement, the 1999 Agreement shall remain in full force and
effect in accordance with its terms
(b) Applicable Law. This Amendment Agreement shall be construed under and
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enforced in accordance with the laws of the commonwealth of
Pennsylvania, without regard to its conflicts-of-laws principles.
(c) Headings. The headings or titles of Sections appearing in this
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Amendment Agreement are provided for convenience and are not to be
used in construing this Amendment Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Amendment Agreement
as of the date first written above.
West Pharmaceutical Services, Inc.
/s/ Robert S. Hargesheimer By: /s/ Donald E. Morel, Jr., Ph.D.
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Robert S. Hargesheimer Donald E. Morel, Jr., Ph.D., Chairman
of the Board, President and CEO
SCHEDULE "A"
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LIST OF PERSONS ENGAGED IN COMPETITION WITH THE COMPANY'S BUSINESS
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3-M Drug Delivery Systems Division
Aerogen, Inc.
Alcoa, Inc.
Alkermes, Inc.
Alcan, Inc
ALZA Corporation (subsidiary of Johnson & Johnson)
American Stelmi Corp. (division of Stelmi, SA)
Andrx Corporation
Antares Pharma, Inc. (f/k/a Medi-Ject)
Aradigm Corporation
Bentley Pharmaceuticals, Inc.
Blackhawk/Nepco
The Bespak Group
Biovail Corporation
Cardinal Health, Inc.
CIMA Labs, Inc.
Comar, Inc.
Elan Corporation, Plc
Elite Pharmaceuticals, Inc.
Emisphere Technologies, Inc.
Ethypharm SA
Erie Plastics Corp.
Ferro- Pfanstiehl Laboratories, Inc.
Flamel Technologies, Inc.
Focus Inhalation Oy
Guilford Pharmaceutical, Inc.
Helvoet Pharma (division of Datwyler Holding)
Innovative Drug Delivery Systems, Inc.
In-Site Vision, Inc.
Kerr Group, Inc.
Lavipharm Corporation
Nastech Pharmaceutical Company, Inc.
Nektar Therapeutics
Penwest Pharmaceuticals Company
Phasex Corporation
Plastech Molding and Fabricating, Inc.
Rehxam Corporation
RP Scherer, Inc. (subsidiary of Cardinal Health)
Rx Kinetix, Inc.
Sheffield Pharmaceuticals, Inc.
SkyePharma Plc
Stelmi S.A.
Tech Industries, Inc.
Unigene Laboratories, Inc
Wheaton Science Products (an Alcan Packaging company)