Addendum to Leadership Sales Incentive Agreement between Dale Elliott and Company (April 2007)
This addendum modifies the Leadership Sales Incentive Agreement between Dale Elliott and the Company. It confirms that Dale Elliott will receive a sales incentive award only if the B&K business is sold, with the full target award payable if the sale price meets or exceeds $1.2 billion. If only part of the business is sold, the total proceeds will be considered, and the Management Development & Compensation Committee will decide if any award is due. All other terms from the original agreement remain unchanged.
Exhibit 10.39
3 April 2007
Dale Elliott
305 Weatherford Court
Lake Bluff, IL 60044
Dear Dale,
This letter will serve as an addendum to your February 5th, 2007 letter regarding the Leadership Sale Incentive (LSI) program. All terms and conditions of that letter remain in effect.
As outlined in that letter, the LSI award will be tied to the sale of the B&K business. The award will be earned only upon the closing of the sale of the B&K business (the “LSI Trigger Event”). You will be eligible to receive your target award if the business is sold at the $1,200,000,000 price established by the Company as the “Target Price.”
If a portion of the business is sold independently, prior to the sale of the entire Global B&K business, the sale price received for that portion will be added to the proceeds received for the remainder of the business in determining whether the Target Price has been reached or exceeded.
In the event that less than the entire Global B&K business is sold, the Management Development & Compensation Committee of the Board of Directors (“the MDC”) will determine whether any award is payable.
Regards,
 |
| Lawrence B. Costello |
| Senior Vice President, Human Resources |
| Dale F. Elliott |
| Print Name |
| /s/ Dale F. Elliott |
| Signature |
| April 5, 2007 |
| Date |
