Exhibit 10.43
Form of
Amendment
to Severance Agreement
WHEREAS, Fortune Brands, Inc. (the
“Company”) and
(“Executive”)
entered into a Severance Agreement on September 19, 2007 (the
“Agreement”); and
WHEREAS, the Company and Executive
desire to amend the Agreement to comply with the requirements of
Sections 409A and 162(m) of the Internal Revenue Code and to make
certain technical corrections;
NOW, THEREFORE, the parties agree
that the Agreement shall be modified as follows, effective
January 1, 2009:
1. By substituting the following for
that portion of Section 2(b) of the Agreement that precedes
paragraph (i) thereof:
(b) If the Company terminates the
Executive’s employment other than for Disability or Cause, or
if the Executive terminates his employment for Good Reason, then
the Company shall pay to the Executive as severance pay ratably (or
as otherwise provided under subsection (g) or (k) below)
over the 12-month period commencing on the Executive’s
Termination Date (provided that Executive has delivered and has not
revoked an executed release of claims in the form attached hereto
as Exhibit A (as such release is updated from time to time to
reflect legal requirements) an amount equal to the product of
[three (3) for Mr. Carbonari; two (2) for Messrs.
Omtvedt, Roche, Klein and Hausberg] (or, if lesser, the fraction of
year(s) from the Termination Date to the Executive’s Normal
Retirement Date (as defined in the Fortune Brands Pension Plan)
(the “Retirement Plan”)) times the sum of:
2. By substituting the following for
Section 2(c) of the Agreement:
(c) If the Company terminates the
Executive’s employment other than for Disability or Cause, or
if the Executive terminates his employment for Good Reason, and if
Executive has delivered and has not revoked an executed release of
claims in the form attached hereto as Exhibit A (as such release is
updated from time to time to reflect legal requirements), the
Company shall maintain in full force and effect, for the
Executive’s continued benefit for a [three (3) for
Mr. Carbonari; two (2) for Messrs. Omtvedt, Roche, Klein
and Hausberg] year period (or, if shorter, the period until his
Normal Retirement Date) after the Termination Date, all employee
life, health, accident, disability, and medical plan coverage in
which he was participating immediately prior to the Termination
Date, provided that his continued participation is possible under
the terms and provisions of such plans. With respect to health
coverage (medical, dental and vision), Executive shall be required
to pay the applicable active employee rate of coverage for similar
coverage, and such coverage shall run concurrent with
coverage
1
required to be provided under the
Consolidated Omnibus Budget Reconciliation Act of 1985
(“COBRA”). If health coverage is required to be
provided under this Section 2(c) beyond the end of the
applicable COBRA period, Executive may be taxed on the value of the
Company-provided premium. No other welfare or fringe benefits shall
be provided except as specifically provided in this
Section.
3. By substituting the following for
that portion of Section 2(d) of the Agreement that precedes
paragraph (i) thereof:
(d)
