AMENDMENT
TO EMPLOYMENT AGREEMENT
This
Amendment to Employment Agreement (“Amendment”) is
entered into by and between Avery Dennison Corporation, a Delaware
corporation (the “Company”) and
(the “Executive”), effective as of January 1,
2008.
WHEREAS the
Company and the Executive have previously entered into that certain
Employment Agreement effective as of
(the “Employment Agreement”);
WHEREAS
with the enactment of section 409A of the Internal Revenue Code of
1986, as amended (“Code Section 409A”), certain
modifications are made to the Employment Agreement on or before
December 31, 2008 with retroactive effect to January 1, 2008;
and
WHEREAS the
Company and the Executive desire to amend the Employment Agreement
to comply with Code Section 409A,
NOW,
THEREFORE, the Employment Agreement is hereby amended as
follows:
1.
Change of Control. The definition of “Change of
Control” in the Employment Agreement is amended in its
entirety to provide as follows:
For the
purpose of this Agreement, a “Change of Control” shall
mean “a change in the ownership or effective control,”
or in “the ownership of a substantial portion of the assets
of” the Company, within the meaning of Code
Section 409A, and shall include any of the following events as
such concepts are interpreted under Code
Section 409A:
(i) the
date on which a majority of members of the Company’s Board of
Directors is replaced during any twelve-month period by directors
whose appointment or election is not endorsed by a majority of the
members of the Company’s Board of Directors before the date
of the appointment or election; or
(ii) the
acquisition, by any one person, or by a corporation owned by a
group of persons that has entered into a merger, acquisition,
consolidation, purchase, stock acquisition, asset acquisition, or
similar business transaction with the Company, of:
(a) ownership
of stock of the Company, that, together with any stock previously
held by such person or group, constitutes more than fifty percent
(50%) of either (i) the total fair market value or
(ii) the total voting power of the stock of the
Company;
(b) ownership
of stock of the Company possessing thirty percent (30%) or more of
the total voting power of the Company, during the twelve-month
period ending on the date of such acquisition; or
1
(c) assets
from the Company that have a total gross fair market value equal to
or more than forty percent (40%) of the total gross fair market
value of all of the assets of the Company during the twelve-month
period ending on the date of such acquisition; provided, however,
that any transfer of assets to a related person as defined under
Section 409A shall not constitute a Change of
Control.
2.
Good Reason. The definition of termination for “Good
Reason” in the Employment Agreement is amended in its
entirety to provide as follows:
For
purposes of this Agreement, “Good Reason” shall mean a
“separation from service for good reason” as set forth
in Code Section 409A, which shall mean that, without the
express written consent of the Executive, one or more of the
following shall have occurred without being timely remedied in the
manner set forth below:
(i) A
material diminution in the Executive’s base
compensation;
(ii) A
material diminution in the Executive’s authority, duties, or
responsibilities;
(iii) A
material change in the geographic location at which the Executive
must perform the services; or
(iv) Any
other action or inaction that constitutes a material breach by the
Company of the agreement under which the Executive provides
services.
The
Executive shall have “Good Reason” in connection with
any or all of the above solely if (A) the Executive provides
notice to the Company of the existence of the particular condition,
action or inaction which the Executive considers to give the
Executive “Good Reason” within ninet
