SECOND
AMENDMENT TO EMPLOYMENT AGREEMENT
This Second
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 were made to the Employment Agreement
pursuant to that certain Amendment to Employment Agreement
effective as of January 1, 2008 (the “First
Amendment”);
WHEREAS the
Company and the Executive desire to further amend the Employment
Agreement to comply with Code Section 409A,
NOW,
THEREFORE, the Employment Agreement is hereby amended as
follows:
1.
Annual Bonus. The last sentence of Section 4(b)(ii) of
the Employment Agreement is amended in its entirety to provide as
follows:
“Each
such Annual Bonus shall be paid no later than the March 15th
next following the end of the fiscal year for which the Annual
Bonus is awarded, unless the Executive shall elect to defer the
receipt of such Annual Bonus in a manner permitted under Code
Section 409A.”
2.
Obligations of the Company upon Termination.
The first
sentence of Section 6(a)(i) of the Employment Agreement is
amended in its entirety to provide as follows:
“the
Company shall pay to the Executive in a lump sum in cash within
30 days after the Date of Termination an amount equal to the
present value, determined in accordance with
Section 280G(d)(4) of the Internal Revenue Code of 1986, as
amended (the “Code”), of the aggregate of the following
amounts under A, B and C below:”
Section 6(a)(i)(A)
of the Employment Agreement is amended in its entirety to provide
as follows:
“the
sum of (1) the Executive’s Annual Base Salary through
the Date of Termination to the extent not theretofore paid and
(2)&n
