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Exhibit 10.1
AMENDMENT 2008-1
TO THE
RESTATED EXECUTIVE SEVERANCE AGREEMENT
THIS AMENDMENT , dated as of December 31, 2008,
between Cephalon, Inc., a Delaware corporation, (the "
Company "), and Frank Baldino, Jr. (" Executive
").
RECITALS
WHEREAS , the Company and Executive previously entered
into that certain Restated Executive Severance Agreement, dated as
of June 24, 2008, (the " Severance Agreement "),
pursuant to which Executive is entitled to certain payments and
benefits in the event that Executive’s employment is
terminated on account of a reason set forth in the Severance
Agreement;
WHEREAS , the Company and Executive desire to amend the
Severance Agreement to make certain changes to comply with the
requirements of section 409A of the Internal Revenue Code of 1986,
as amended, and the final regulations issued thereunder; and
WHEREAS , Section 20(a) of the Severance
Agreement provides that the Severance Agreement may be amended
pursuant to a written agreement between the Company and
Executive.
NOW, THEREFORE , the Company and the Executive hereby
agree that, effective December 31, 2008, the Severance
Agreement shall be amended as follows:
1.
Section 1(h)(ii)(z) of the Severance Agreement is hereby
amended in its entirety to read as follows:
"a relocation of Executive’s place of employment that
would increase Executive’s commute by more than fifty (50)
miles; provided, however, such change, reduction or relocation is
effected by the Company or the successor thereto without
Executive’s consent."
2.
The last sentence of Section 2(b)(i) of the Severance
Agreement is hereby amended in its entirety to read as follows:
"Except as provided in Section 24(b), payment shall be made
in a lump sum within sixty (60) days after Executive’s
Termination Date."
3.
The last sente
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