exh109kmagreement






Eric M. Green   President and Chief Executive Officer  Updated: November 3, 2020  Kimberly MacKay  (Sent via email & UPS Overnight)  RE:  Employment Offer Letter  Dear Kim:  We are very pleased to confirm our offer of employment to you for the position of Senior Vice President,  General Counsel and Corporate Secretary This  letter will confirm the entire compensation package to be provided to you upon joining West.   In this  position, you will report directly to me and be an executive officer, as approved by the Board, upon the  commencement of your employment with the Company (  .  Your expected Start Date is  November 30, 2020 or another mutually agreed upon date.  1. Place of Employment and Relocation  You will be expected to primarily work from our Exton, Pennsylvania headquarters.  When you relocate, you will receive our normal relocation benefits and be subject to our relocation policy as in effect when your relocation commences.  As an exception to our normal policy, you will have 18 months to relocate. As an officer of the Company, you will be paid a relocation lump sum amount of 2 mon provided with up to 90 consecutive days of temporary living. 2. Base Salary  Your initial base salary will be $430, payroll schedule.  You will be eligible for an annual merit increase in the 2022 planning cycle. 3. Annual Incentive Compensation  Effective as of January 1, 2021, you will participate in West using our Board approved corporate metrics  with an annual target bonus of 60% of base salary in accordance with the terms of the AIP document. 4. Sign-On Bonus You will be paid a one-time sign-on bonus up to a maximum of  $225,000 to replace rfeiture is required).  This  amount will be subject to applicable tax withholding and will be made on the first normal payroll  date following commencement of employment and proof of forfeiture.  This bonus is subject to a 2- 





 






2   year repayment obligation in the event that you terminate employment voluntarily and without a  Constructive Termination (as defined below) or you are terminated for Cause (as defined below).   This repayment obligation is set forth in the repayment agreement attached to this offer letter as  Exhibit I.  5. Long-Term Incentive Compensation annual Long-Term Incentive Plan, which issues equity under the 2016 Omnibus Incentive Compensation Plan. Your annual LTI grant date fair value target will be determined each year based on the applicable market comparison indicators as approved by the Compensation Committee.  Your 2021 grant date fair value target is $550,000 and will be in the form of 50% stock options and 50% performance stock units . Your e annual awards. The stock options will vest 25% per year as set forth in  our standard award agreement for all LTI participants.  The PSUs will cliff vest at the end of the three-year performance period ending in 2023, dependent upon performance metrics established by our Compensation Committee, which are currently equally weighted based on Compound Annual Growth Rate and Return on Invested Capital targets. These awards are subject to the terms and conditions applicable to all LTI participants through our standard electronic award agreement, including the termination provisions and post-termination exercise periods described in those standard agreements.  You will receive additional information on these awards following the grant date. 6. Sign-On LTI Award  Upon hire, you will receive a sign-on LTI award with a grant date fair value of $300,000, to be granted as follows:  $150,000 in the form of stock options, vesting equally annually over 4 years; $75,000 in the form of PSUs based upon the metrics already established for the performance period 2019  2021; and $75,000 in the form of PSUs based upon the metrics already established for the performance period 2020 2022. These awards are subject to the terms and conditions applicable to all LTI participants through our standard electronic award agreement, including the termination provisions and post-termination exercise periods described in those standard agreements.  You will receive additional information on these awards following the grant date. 7. Change in Control Agreement  Y executive officers, a form of which is attached hereto as Exhibit II. 8. Stock Ownership Requirements.  You will be subject to our stock ownership requirements as in effect from time-to-time.  Currently, executive officers must acquire and hold stock equal to two times their base salary after five years of employment. 9. Benefits You will be eligible to participate in the employee benefit programs which include medical, dental, life insurance, 401(k) plan, employee stock purchase program and deferred compensation program. The enclosed Benefits Guide provides an overview of the various programs that will be available to you following your Start Date. 





 






3   10. Vacation and Holidays  You will be entitled to 20 working days (four weeks) of vacation annually. In addition, the Exton office currently observes 11 holidays throughout the year (9 designated by the Company and 2 personal holidays) 11. Confidentiality Agreement  As a condition of employment, you will be required to sign our standard employee Confidentiality Agreement. 12. Non-Compete / Non-Solicit  As a condition of employment and secured by the compensation payable pursuant to this agreement, you are required to sign the enclosed Non-compete / Non- solicit agreement (Exhibit III). 13. Definitions  For purposes of this Offer Letter: Cause  an act or acts of dishonesty taken by you, (ii) repeated failure by you of the  duties and obligations as an employee of the Company which are demonstrably willful and  deliberate on your part and which are not remedied after the receipt of written notice from the  Company, (iii)  Business Conduct which is materially and demonstrably injurious to the Company.     Constructive Termination the Company or its successor in interest requires you to assume any duties inconsistent with, or the  Company makes a significant diminution or reduction in the nature or scope of the your authority  or duties from, those assigned to or held by you on the commencement of the CT Period, including  reporting to an individual whose scope of responsibilities and authority is not as large as the person  to whom you reported prior to the Change in Control Event; (ii) a material reduction in the your: (a)  annual base salary, or (b) short term incentive target compensation; (iii) a relocation of the your  site of employment to a location that lengthens the your one-way commuting distance to his  principal place of employment by 50 or more miles from the your site of employment on your Start  Date; (iv) a material reduction in the package of employment benefits offered to you, unless such  reduction is applicable on a broad basis to similarly-situated employees of the Company; or (v) a  under this agreement, or  any other agreement entered into by the you and the Company, expressly or as a matter of law.;  of the initial existence of Constructive Termination, you provide written notice of Constructive  Termination to the Company; (b) the Company does not remedy said Constructive Termination  within thirty (30) calendar days of its receipt of such notice; and (c) you terminate employment  Kim, this highlights the entire compensation package we have offered you.  It is difficult to cover all the  details of each item, but I would be more than willing to answer any questions or provide additional  information to you as necessary.   We very much look forward to your joining our team. We have many challenges and opportunities ahead  and look forward to the contributions we know you can make to the success of our Company.   





 






4   If the terms of his offer are acceptable to you, please so indicate by signing the enclosed copy and this  letter and return it to me.   Sincerely,   Eric M. Green   President and Chief Executive Officer  Agreed to and Accepted this _____ day of ___________, 2020 __________________________________  Kimberly MacKay  cc:  Annette Favorite  __________________________________  





 






5   EXHIBIT I  SIGN-ON BONUS REPAYMENT AGREEMENT  Pursuant to the terms of the Offer Letter dated November 2, 2020 ( Kimberly MacKay up to a  maximum gross amount of $225,000 -On Bo offer letter.   In consideration of the payment of the Sign-On Bonus, I agree to the following:  In the event that, within 24 months of my Start Date, I terminate my employment with the  Company for any reason other than death, disability or Good Reason, or the Company terminates  my employment for Cause, I agree to fully repay the Company the amount of the Sign-On Bonus  paid by the Company immediately upon termination.    In the event that, within 24 months of my start date, the Company terminates my employment for  any reason other than Cause, (and no subsequent events are discovered that would have given rise  to Cause had they been known at the time of termination), no repayment shall be required.  I grant an express lien and authorize the Company to deduct from any and all amounts otherwise  payable by the Company to me at the time of termination including, wages, accrued, untaken  vacation pay, and any severance payments, an amount equal to the Sign-On Bonus.  The deduction  of any amounts by the Company does not relieve me of the obligation to pay the Company the  amount in excess of the amount deducted. In the event of my termination, I am responsible for any tax consequences resulting from the  payment of the Sign-On Bonus or the repayment of the Sign-On Bonus by me to the Company.  I  will not be eligible for tax gross-up assistance.  I accept responsibility for any tax liabilities, credits  and/or deductions that I may incur as a result.  I agree that in the event that I do not timely repay the amounts owed to the Company upon  termination, interest will accrue on a monthly compounding basis at the prime rate of interest plus  1%.    In the event that it shall become necessary for the Company to pursue its claims against me for the  repayment of the Sign-On Bonus, any costs or expenses incurred by the Company including  same should include the recovery of such costs and expenses.  





 






6   This agreement shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to the  conflicts of law provisions of Pennsylvania.  Should any legal action be taken or required under this  Agreement, both parties agree that it will be litigated exclusively in the state and federal courts with  personal jurisdiction over Chester County, Pennsylvania.  The venue is mandatory and not permissive, and  each party waives the right to assert an objection to the venue or assert that the court does not have  jurisdiction over the matter.  I have read this agreement and agree to its terms and conditions.  This agreement does not create a  contract of employment for any specific period or vest any rights in me other than those specifically  provided above.  Execution of this agreement is a condition to receiving any installment of the Sign-On  Bonus.  EMPLOYEE: THE COMPANY  _Kimberly Mackay_________________ By: ___Annette Favorite_________________  Signature:  ______________________________ ________________________________  Employee Signature Senior Vice President & CHRO  Date: _____________________________ Date:___________________________________  





 






Exhibit II  CHANGE-IN-CONTROL AGREEMENT  THIS IS A CHANGE-IN- Agreement November 3,  2020 Company and Kimberly MacKay Executive WHEREAS, the Company, on behalf of itself and its shareholders, wishes to assure that the  Company will have the continued dedication of the Executive, notwithstanding the possibility,  threat, or occurrence of a Change in Control (as defined below) of the Company. The Board of  distraction of the Executive by virtue of the personal uncertainties and risks created by a pending  or threatened Change in Control, to encoura Control, and to provide the Executive with competitive compensation arrangements; therefore,  the Board has caused the Company to enter into this Agreement (i) to ensure the Executive of  individual financial security in the event of a Change in Control, and (ii) to provide such  protection in a manner which is competitive with that of other corporations.   NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:  1. Definitions.  As used in this Agreement, the following terms will have the meanings set forth below: (a) Affiliate controlled by or under common control with such Person.  (b) Cause  an act or acts of dishonesty taken by the Executive,  (ii)  an employee of the Company which are demonstrably willful and deliberate on  the  notice from the Company, (iii) the conviction of the Executive of a felony, or (iv)  materially and demonstrably injurious to the Company.  (c) Change in Control required to be reported in response to Item 5.01 of a Current Report on Form 8- K as in effect on the date of this Agreement pursuant to Section 13 or 15(d) of  Act without limitation, a Change in Control shall be deemed to have occurred if:  (i) Any Person, other than: (1) the Company,  (2) any Person who on the date hereof is a director or officer of the  Company, or  (3) a trustee or fiduciary holding securities under an employee  benefit plan of the Company,  





 






-3 under  the Act), directly or indirectly, of securities of the Company representing  more than 50 outstanding securities; or (ii) During any period of two consecutive years during the term of this  Agreement, individuals who at the beginning of such period constitute  the Board of Directors of the Company cease for any reason to  constitute at least a majority thereof, unless the election, or nomination  for election, of each director who was not a director at the beginning of  such period has been approved in advance by directors representing at  least three-fourths of the directors then in office who were directors at  the beginning of the period; or  (iii) The shareholders of the Company approve: (1) a plan of complete  liquidation of the Company; or (2) an agreement for the sale or  merger, consolidation, or reorganization of the Company with or  involving any other corporation, other than a merger, consolidation, or  Non-Control Transaction result in the voting securities of the Company outstanding immediately  prior thereto continuing to represent (either by remaining outstanding  or by being converted into voting securities of the surviving entity), at  least 50% of the combined voting power of the voting securities of the  Company (or the surviving entity, or an entity which as a result of the  Non-Control Transaction owns the Company or all or substantially all of  subsidiaries) outstanding immediately after the Non-Control  Transaction.  (iv) No sale to underwriters or private placement of its capital stock by the  Company, nor any acquisition initiated by the Company, through merger,  purchase of assets or otherwise, effected in whole or in part by issuance  or reissuance of shares of its capital stock, shall constitute a Change in  Control.   (d) Code ans the Internal Revenue Code of 1986, as amended.  (e) Constructive Termination during the period commencing with the announcement of a Change in Control  through the one-year period following the Effective Date  occurrence of any of the following events unless the Executive has consented in  writing or provided a written waiver to that effect:  (i) The Company or its successor in interest requires the Executive to  assume any duties inconsistent with, or the Company makes a significant  authority or duties from, those assigned to or held by the Executive on  the commencement of the CT Period, including reporting to an individual  whose scope of responsibilities and authority is not as large as the  





 






person to whom the Executive reported prior to the Change in Control  Event;  (ii)  short term incentive target compensation;  (iii)  -way commuting distance to his principal  place of employment by 50  employment on the Effective Date; (iv) A material reduction in the package of employment benefits offered to  the Executive as of the commencement of the CT Period, unless such  reduction is applicable on a broad basis to similarly-situated employees  of the Company; or  (v) A successor of the Company does not assu under this Agreement, or any other agreement entered into by the  Executive and the Company, expressly or as a matter of law.  Notwithstanding the above, Constructive Termination will only be deemed to  have occurred if the Executive (i) has served written notice to the Company or its  successor in interest that a right of Constructive Termination has accrued in  favor of the Executive within forty-five (45) calendar days of the initial existence  of the basis for Constructive Termination, (ii) the Company or its successor in  interest does not remedy such condition within thirty (30) calendar days of its  receipt of such notice, and (iii) the Executive terminates employment within sixty  (60) calendar days after the expiration of the 30-day remedy period.  (f) Defined Contribution Plan Non-Qualified Deferred Compensation Plan for Designated Employees and any  successor plans or other similar defined contribution plans established from time  to time that may allow employees to defer taxation of compensation.  (g) Payment (i) any amount due or paid to the Executive under this Agreement,  (ii) any amount that is due or paid to the Executive under any plan, program  or arrangement of the Company and any of its Subsidiaries, and   (iii) any amount or benefit that is due or payable to the Executive under this  Agreement or under any plan, program or arrangement of the Company  and any of its Subsidiaries not otherwise covered under clause (i) or (ii)  hereof which must reasonably be taken into account under Section 280G  of the Code and the Regulations in determining the amount of the  ved by the Executive, including, without  limitation, any amounts which  must be taken into account under the  Code and Regulations as a result of (1) the acceleration of the vesting of  any option, restricted stock or other equity award granted under any  





 






equity plan of the Company or otherwise, (2) the acceleration of the  time at which any payment or benefit is receivable by the Executive or  (3) any contingent severance or other amounts that are payable to the  Executive.  (h) Person any individual, corporation or other entity and any group as such  term is used in Section 13 (d) (3) or 14 (d) (2) of the Exchange Act. Any person shall  be deemed to be the beneficial owner of any shares of capital stock of the Company:  (i) which that person owns directly, whether or not of record, or  (ii) which that person has the right to acquire pursuant to any agreement or  understanding or upon exercise of conversion rights, warrants, or options, or  otherwise, or   (iii) which are beneficially owned, directly or indirectly (including shares deemed  owned through application of clause (ii) (as defined in the rules of the Securities and Exchange Commission under the  Securities Act of 1933, as amended) of that person, or   (iv) which are beneficially owned, directly or indirectly (including shares deemed  owned through application of clause (ii) above), by any other person with which  agreement, arrangement or understanding for the purpose of acquiring, holding,  voting or disposing of capital stock of the Company.   The outstanding shares of capital stock of the Company shall include shares deemed  owned through application of clauses (ii), (iii) and (iv) above, but shall not include  any other shares which may be issuable pursuant to any agreement or upon exercise  of conversion rights, warrants or options, or otherwise, but which are not actually  outstanding.  (i) Regulations orary and final regulations under  Sections 4999, 280G or 409A of the Code or any successor provisions thereto, as  applicable.  (j)  Retirement Plan Retirement Plan and any successor plan thereto.  (k) Separation from Service employed by the Company or any of its Subsidiaries or Affiliates for any reason  and, to the extent that Section 409A of the Code applies to the Payments under  this Agreement, shall be the d (l) Subsidiary Code.  





 






2. Termination Following a Change in Control. (a) Subject to Section 2(b), the Executive will be entitled to the benefits specified in  Section 3 if,  (i) at any time within two years after a Change in Control has occurred, a  Separation from Service occurs due to: (1) an involuntary termination of the  Constructive Termination;  (ii) the Company signs an agreement, the consummation of which would result  in the occurrence of a Change in Control, and then, a Separation from  Service occurs due to (1) an involuntary termination of employment by the  Co of such agreement (and, if such agreement expires or is terminated prior to  consummation, prior to the expiration or termination of such agreement).  (b) The Executive will not be entitled to the benefits specified in Section 3 if the  (c) The Executive shall have no right to the benefits described in Section 3 unless  the Executive executes a settlement and release in a form that is typical of that  used by the Company in connection with the termination of employment of its  senior-most executives prior to the announcement of the Change in Control  provided, however, that settlement and release shall not amend or limit any  right or obligation of Executive hereunder.  3. Benefits Payable Upon Termination of Employment.  Following a Separation from Service due to a termination of employment described in Sections 2(a) or (b), the Executive will be entitled to the following benefits: (a) Severance Compensation.  The Executive will be entitled to severance  compensation in an amount equal to the sum of:   (i) of  (ii) the target short term incentive compensation for the Executive in the  year in which the termination of employment becomes effective.  Except as set forth in Section 3(f) hereof, the severance compensation paid  hereunder will not be reduced to the extent of any other compensation for the  other employment consistent with the terms of this Agreement.  (b) Incentive Compensation.  The Executive will receive payout on short and long  term incentives as follows:  





 






(i)  date for short term incentive compensation for the fiscal year  immediately preceding the year of termination of employment, the  Executive will be paid such short-term compensation as earned in  accordance with the terms of the plan or, if it is not possible to calculate  said award, then at target; (ii) minated, the  executive will receive non-equity, cash-settled short-term incentive  compensation at target but subject to pro ration based on the number of  calendar days the Executive was employed during such year divided by  365; and  (iii) For the year in which th executive will receive non-equity, cash-settled long-term incentive  compensation at target but subject to pro ration based on the number of  calendar days the Executive was employed during the relevant  performance period divided by the number of days in the entire original  performance period.  (c) Equivalent of Vested Defined Contribution Plan Benefit. The Company will pay to  the Executive the difference, if any, between  (i) the benefit the Executive would be entitled to receive under the Defined  Contribution Plan were fully vested upon the Separation from Service,  and  (ii) the benefit the Executive is entitled to receive under the terms of the  Defined Contribution Plan upon the Separation from Service.  Any such benefit will be payable at such time and in such manner as benefits are  payable to the Executive under the Defined Contribution Plan.  (d) Unvested Equity Awards.  All stock options, other equity-based awards and  any Company compensation or benefit plan or arrangement, but which are  unvested, will vest in full immediately upon the Separation from Service.  If such  unvested awards are dependent upon achievement of performance goals, those  goals will be deemed to be satisfied at the target level. The provisions of this  Section 3(d) will supersede the terms of any such grant or award made to the  Executive under any such plan or arrangement to the extent there is an  inconsistency between the two.  For the purpose of this paragraph, the  definition of Company shall include the Affiliate of the acquiring entity that may  be the grantor of equity awards granted to the Executive.  (e) Employee and Executive Benefits.  The Executive will be entitled to a  continuation of all hospital, medical, dental, and similar insurance benefits not  otherwise addressed in this Agreement in the same manner and amount to  which the Executive was entitled on the date of the announcement of a Change  





 






employment (whichever benefits are more favorable to the Executive) until the  earlier of:  (i) a period of 24 months after the Separation from Service, or  (ii) the Execu Assistance in finding new employment will be made available to the Executive by  the Company if the Executive so requests subject to a limit of $50,000 and use of  an outplacement service provider approved by the Company.    (f) No Duplication of Payments.  If Executive is entitled to receive any Payment  under this Agreement, the Executive shall not also be entitled to receive  severance payments under any other plan, program or agreement with the  Company.  (g) Payment of Severance Compensation.  The severance compensation set forth in  Section 3(a) will be payable in 24 equal monthly installments commencing on the  first day of the month following the month in which the Separation from Service  occurs.  Notwithstanding the above, in the event that the Executive is a  monthly installments shall be paid in a lump sum on the first day of the month  following or coincident with the date that is six months following the Separation  from Service and all remaining monthly installments shall be paid monthly.  4. Excise Tax Limitation. (a) Limitation.  Notwithstanding any other provisions of this Agreement to the  contrary, in the event that any Payments received or to be received by the  Executive in  termination thereof) under this Agreement or otherwise would subject the  Executive to the excise tax (plus any related interest and penalties) imposed  under Section 4999 of the Internal Revenue Code of 1986, as amended (the  Excise Tax -after tax amount (taking into account all applicable  taxes payable by the Executive, including any Excise Tax) that the Executive  would receive with respect to such payments or benefits does not exceed the  net-after tax amount the Executive would receive if the amount of such payment  and benefits were reduced to the maximum amount which could otherwise be  payable to the Executive without the imposition of the Excise Tax, then, to the  extent necessary to eliminate the imposition of the Excise Tax, (i) such cash  Payments shall first be reduced (if necessary, to zero), then (ii) all non-cash  Payments (other than those relating to equity and incentive plans) shall next be  reduced (if necessary, to zero,) and finally (iii) all other non-cash Payments  relating to equity and incentive plans shall be reduced.  (b) Determination of Application of the Limitation.  Subject to the provisions of  Section 4(c), all determinations required under this Section 4 shall be made by  prior to the Change in Control (or, in default thereof, an accounting firm  





 






Accounting  Firm ide detailed supporting calculations both to the  Executive and the Company within fifteen days of the Change in Control, the  Separation from Service or any other date reasonably requested by the  Executive or the Company on which a determination under this Section 4 is  necessary or advisable.  If the Accounting Firm determines that no Excise Tax is  payable by the Executive, the Company shall cause the Accounting Firm to  provide the Executive with an opinion that the Accounting Firm has substantial  authority under the Code and Regulations not to report an Excise Tax on the  Firm shall be binding upon the Executive and the Company.  (c) Procedures.  The Executive shall notify the Company in writing of any claim by  the Internal Revenue Service that, if successful, would result in Payments that  would be less on an after-tax basis than had those payments been limited under  Section 4(a).  Such notice shall be given as soon as practicable after the Executive  knows of such claim and shall apprise the Company of the nature of the claim  and the date on which the claim is requested to be paid.  The Executive agrees  not to pay the claim until the expiration of the thirty-day period following the  date on which the Executive notifies the Company, or such shorter period ending  Notice Period the Company notifies the Executive in writing prior to the expiration of the  Notice Period that it desires to contest the claim, the Executive shall:  (i) give the  Company any information reasonably requested by the Company relating to the  claim; (ii) take such action in connection with the claim as the Company may  reasonably request, including, without limitation, accepting legal representation  with respect to such claim by an attorney reasonably selected by the Company  and reasonably acceptable to the Executive; (iii) cooperate with the Company in  good faith in contesting the claim; and (iv) permit the Company to participate in  any proceedings relating to the claim.  The Executive shall permit the Company  to control all proceedings related to the claim and, at its option, permit the  Company to pursue or forgo any and all administrative appeals, proceedings,  hearings, and conferences with the taxing authority in respect of such claim.  If  requested by the Company, the Executive agrees either to pay the tax claimed  and sue for a refund or contest the claim in any permissible manner and to  prosecute such contest to a determination  before any administrative tribunal, in  a court of initial jurisdiction and in one or more appellate courts as the Company  shall determine; provided, however, that, if the Company directs the Executive  to pay such claim and pursue a refund, the Company shall advance the amount  of such payment to the Executive on an after-tax and interest-free basis (the  Advance limited to the issues related to the Payments and the Executive shall be entitled  to settle or contest, as the case may be, any other issues raised by the Internal  Revenue Service or other taxing authority.  The Advance or other payments and  the reimbursement of any related costs, expenses or taxes payable under this  Section 4(c) and/or Section 4(e) shall be made on or before the end of the  taxable year following the taxable year in which the audit or litigation is closed.  





 






Notwithstanding the above, to the extent required to avoid the penalty taxes  and interest payable under Section 409A of the Code, if the Executive is a  hin the meaning of that Code section, the Advance shall be  delayed until the date that is six months following the Separation from Service.  (d) Repayments.  If, after receipt by the Executive of an Advance, the Executive  becomes entitled to a refund with respect to the claim to which such Advance  relates, the Executive shall pay the Company the amount of the refund (together  with any interest paid or credited thereon after taxes applicable thereto).  If,  after receipt by the Executive of an Advance, a determination is made that the  Executive shall not be entitled to any refund with respect to the claim and the  Company does not promptly notify the Executive of its intent to contest the  denial of refund, then the amount of the Advance shall not be required to be  repaid by the Executive.    (e) Further Assurances.  The Company shall indemnify the Executive and hold the  Executive harmless, on an after-tax basis, from any costs, expenses, penalties,  Losses with  respect to the exercise by the Company of any of its rights under this Section 4,  contest a claim or any imputed income to the Executive resulting from any  Advance or actio Subject to the last sentence of Section 4(c), the Company shall pay all reasonable  and documented legal fees and expenses incurred under this Section 4 and shall  promptly reimburse the Executive for the reasonable expenses incurred by the  Executive in connection with any actions taken by the Company or required to  be taken by the Executive hereunder.  The Company shall also pay all of the fees  and expenses of the Accounting Firm, including, without limitation, the fees and  expenses related to the opinion referred to in Section 4(b).  5. Legal Fees.  The Company will pay all reasonable and documented legal fees and validity or enforceability of this Agreement. 6. Payments Final circumstances described in this Agreement, the arrangements provided for by this Agreement, and any other agreement between the Company and the Executive in effect at that time and by any other applicable plan of the Company in which the Executive then participates, will constitute the entire obligation of the Company to the Executive, and performance of that obligation will constitute full settlement of any claim that the Executive might otherwise assert against the Company on account of such termination. and unconditional and will not be affected by any circumstance, including without limitation, any set-off, counterclaim, defense or other rights the Company may have against the Executive or anyone else as long as the Executive is not in breach of the 





 






7. Non-Competition. (a) During the one- covered by this Agreement, the Executive will not, and will not permit any of the  Affiliates of a Person employing Executive (as defined below), or any other  Person, directly or indirectly, to: (i) engage in competition with, or acquire a direct or indirect interest or an  option to acquire such an interest in any Person engaged in competition  with, the Company's Business (as defined below) in the United States  (other than an interest of not more than 5 percent of the outstanding  stock of any publicly traded company);  (ii) serve as a director, officer, employee or consultant of, or furnish  information to, or otherwise facilitate the efforts of, any Person engaged  in competition with the Company's Business in the United States;  (iii) solicit, employ, interfere with or attempt to entice away from the  Company any employee who has been employed by the Company or a  Subsidiary in an executive or supervisory capacity within one year prior  to such solicitation, employment, interference or enticement; or  (iv) approach, solicit or compete directly or indirectly with the Company or  any Subsidiary or any Person which at any time during the 12 months  immediately preceding the Termination Date:  (1) was a customer, client, supplier, agent or distributor of the  Company or any Subsidiary;  (2) was a customer, client, supplier, agent or distributor of the Company or  any Subsidiary with whom employees reporting to or under the direct  control of the Executive had personal contact on behalf of the Company  or any Subsidiary; or  (3) was a Person with whom the Executive had regular, substantial or a  series of business dealings on behalf of the Company or any Subsidiary  (whether or not a customer, client, supplier, agent or distributor of the  Company or any Subsidiary). (b) The "Company's Business" means: (i) the manufacture and sale of stoppers,  closures, containers, medical-device components and assemblies made from  elastomers, metal and plastic for the health-care and consumer-products  industries, and (ii) any other business conducted by the Company or any of its  Subsidiaries or Affiliates during the term of this Agreement and in which the  Executive has been actively involved.  





 






8. Confidentiality and Enforcement.  E Non-Disclosure Agreements with the Company and the non-compete agreement Material Ancillary Agreements affirmed.  A breach of any Material Ancillary Agreements is a breach of this Agreement and all Payments and obligations of the Company under this Agreement shall cease in the event of the breach of those Material Ancillary Agreements.  The Executive acknowledges that a breach of the covenants contained in this Agreement and the Material Ancillary Agreements and incorporated by reference into this Agreement will at law (such as money damages) will be inadequate. The Company shall have the right, in addition to any other rights it may have, to obtain an injunction to restrain any breach or threatened breach of such agreements. The Company may contact any Person with or loyment by the Company ends  and may send that Person a copy of those agreements and/or this Agreement.  In consideration of the benefit of having the protection afforded by this Agreement, the Executive agrees that the provisions of the Material Ancillary Agreements apply to the Executive, and the Executive will be bound by them, whether or not a Change in Control occurs or the Executive actually receives the benefits specified in Section 3. 9. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the plan or program provided by the Company or any of its Affiliates and for which the Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any stock option or other agreements with the Company or any of its Affiliates. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan or program of the Company or any of its Affiliates at or subsequent to the date of termination shall be payable in accordance with such plan or program. 





 






10. Full Settlement obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others.  Payments under this Agreement shall be subject to the (and deemed to be incentive compensation for the purposes of that Policy).  In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement. The Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof, plus in each case interest. 11. Duration of Agreement.  This Agreement shall commence on the date first above written and will continue until terminated only by (1) the mutual written consent of the Executive and the Company or (b) with at least 60 days written notice either party may unilaterally terminate the agreement which shall be effective as of any anniversary date of the agreement; provided, however, that unilateral termination is not permitted should a Change in Control have been announced. 12. Notices.  Each party giving or making notice, request, demand or other communication Notice the following methods of delivery: personal delivery, registered or certified mail with return receipt requested, nationally recognized overnight courier, fax or e-mail.  Such Notice shall be addressed to the last address provided by the party receiving Notice. Notices are not effective unless compliant with this Section and provided within the timeframes required in this Agreement. 13. Successors. (a) This Agreement is personal to the Executive and without the prior written  consent of the Company shall not be assignable by the Executive otherwise than  by will or the laws of descent and distribution. This Agreement shall inure to the  benefit of and be en (b) This Agreement shall inure to the benefit of and be binding upon the Company  and its successors.   (c) The Company will require any successor (whether direct or indirect, by purchase,  merger, consolidation or otherwise) to all or substantially all of the business  and/or assets of the Company to expressly assume and agree to perform this  Agreement in the same manner and to the same extent that the Company would  be required to perform it if no such succession had taken place. As used in this  any successor to its business and/or assets as aforesaid which assumes and  agrees to perform this Agreement by operation of law, or otherwise.   





 






14. Miscellaneous. (a) This Agreement will be binding upon and inure to the benefit of the Executive,  successor of the Company, but neither this Agreement nor any rights arising  hereunder may be assigned or pledged by the Executive.  The invalidity or  unenforceability of any provision of this Agreement shall not affect the validity  or enforceability of any other provision of this Agreement.   (b) The Company may withhold from any amounts payable under this Agreement  such Federal, state or local taxes as shall be required to be withheld pursuant to  any applicable law or regulation.   (c)  shall not be deemed to be waiver of such provision or any other provision  thereof.   (d) The Executive and the Company acknowledge that the employment of the  terminated by either the Executive or the Company at any time. Except as stated  effective date of this Agreement, there shall be no further rights under this  Agreement.  (e) Should any provision of this Agreement be adjudged to any extent invalid by any  competent tribunal, that provision will be deemed modified to the extent  necessary to make it enforceable. The invalidity or unenforceability of any  provision of this Agreement (or the Material Ancillary Agreements) shall in no  way affect the validity or enforceability of any other provision hereof.  (f) This Agreement will be governed and construed in accordance with the laws of  the Commonwealth of Pennsylvania. (g) This Agreement together with the Material Ancillary Agreements constitutes the  entire agreement and understanding between the Company and the Executive  with respect to the subject matter hereof and merges and supersedes all prior  discussions, agreements and understandings between the Company and the  - in-Control Agreement with the Company executed prior to the date hereof (if  any).  (h) This Agreement may be executed in one or more counterparts, which together  shall constitute a single agreement.  IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above  written.  





 






WEST PHARMACEUTICAL SERVICES, INC.  By:  Kimberly MacKay Annette Favorite, SVP and CHRO