Amendment No. 1 to Executive Termination Agreement between Millipore Corporation and Executive
This amendment updates the Executive Termination Agreement between Millipore Corporation and the Executive. It changes the conditions under which the Executive can receive severance payments and benefits after a Change of Control. Specifically, the Executive is no longer required to comply with certain covenants related to assisting with a transition in order to receive these payments. The amendment is intended to enhance the agreement's value for retaining the Executive.
Exhibit 10.1
AMENDMENT NO. 1, dated as of March {Date}, 2010 (this Amendment), to the Executive Termination Agreement (the Executive Termination Agreement) between Millipore Corporation (the Company) and {Name} (the Executive), dated as of {Date}.
WHEREAS, the Executive Termination Agreement provides for certain payments and benefits to the Executive upon certain terminations of employment following a Change of Control (as defined in the Executive Termination Agreement), subject to certain conditions, as well as the Executive having complied with certain commitments; and
WHEREAS, in order to enhance the retentive value of the Executive Termination Agreement, the Company desires to amend such agreement to provide that while the Executive will remain obligated to use best efforts to bring about whatever result the Board of Directors of the Company determines to be in the best interests of the Company and its stockholders relative to any Impending Change of Control (as defined in the Executive Termination Agreement) and to use best efforts at and after the occurrence of a Change of Control to effect an orderly transition of control to the acquiror, the receipt of severance payments and benefits under the Executive Termination Agreement will not be subject to the Executives compliance with such covenants;
NOW, THEREFORE, BE IT:
RESOLVED, that, Section 7.01 of the Executive Termination Agreement is hereby amended to provide that the words Sections 3.01 and 3.02 are hereby replaced with Section 3.01.
Intending to be legally bound hereby, the parties have executed this Amendment on the dates set forth next to their names below.
March {Date}, 2010 | MILLIPORE CORPORATION, | |||||||
by | ||||||||
March {Date}, 2010 | EXECUTIVE, | |||||||
by |