EXHIBIT 10.2



 






	 	 	 	 	 



Exhibit 10.2




[UST INC. Letterhead]




                November 3, 2005




Mr. Murray S. Kessler

President

U.S. Smokeless Tobacco Company

100 West Putnam Avenue

Greenwich, CT 06830




Dear Mr. Kessler:





     The Board of Directors of UST Inc. (“UST”) and the Board of Directors of U.S. Smokeless
Tobacco Company (the “Company”), a wholly owned subsidiary of UST, (together, the “Boards of
Directors” or the “Board”) have determined that it is in the best interests of UST and the Company
to amend the agreement entered into with you, dated September 13, 2004 (the “Agreement”), in order
to reflect the fact that you shall hereafter be employed by UST and to make certain other
clarifying amendments, as set forth below. In connection with this amendment (the “Amendment”),
UST agrees that it shall undertake all of the obligations of the Company under the Agreement.



     For valuable consideration, the receipt of which is hereby acknowledged, the parties hereto
agree that the Agreement shall be amended as follows, effective as of November 3, 2005:



     1. Each reference to the Company set forth in the Agreement shall be replaced with a reference
to UST, except where the context otherwise requires.



     2. Section 3(h) of the Agreement is hereby amended to delete the final sentence thereof and to
add the following sentence in lieu of the aforementioned sentence: “In the event of your
termination of employment with UST for any reason, if requested to do so by UST, you shall resign
from all offices or directorships that you may then hold with UST, the Company or any of their
affiliates, effective as of the date of such termination, in a form acceptable to UST and the
Company.”



     3. The form of release referenced in Section 3(h) of the Agreement and attached thereto as
Annex 1 is hereby amended to refer to the Agreement as amended hereby, as set forth in Annex 1
hereto.



 









 





     4. Except as expressly set forth in this Amendment, the Agreement shall remain unmodified and
in full force and effect.



          If this letter sets forth our agreement on the subject matter hereof, kindly sign and return
to UST the enclosed copy of this letter, which will then constitute our agreement with respect to
the Amendment.




	 	 	 	 	 	 	 
	U.S. Smokeless Tobacco Company

	 	 	 	UST Inc.	 	 
	 
	 	 	 	 	 	 
	By /s/ Daniel W. Butler
 

President

	 	 
	 	By /s/ Richard A. Kohlberger
 

Senior Vice President,
	 	 
	 

	 	 	 	General Counsel and	 	 
	 

	 	 	 	Secretary	 	 
	Agreed
to as of the 7th day
	 	 	 	 	 	 
	of November, 2005
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Murray S. Kessler
 
 Murray
S. Kessler

	 	 	 	 	 	 





2









 






Annex 1




RELEASE AGREEMENT




     THIS RELEASE, entered into this [       ] day of [       ] by Murray S. Kessler,
residing at
[       ] (hereinafter referred to as the “Employee”).



W I T N E S S E T H:




     WHEREAS, the Employee, UST Inc., a Delaware corporation (“UST”), and U.S. Smokeless Tobacco
Company, a Delaware corporation (“USSTC”), each having its principal offices in Greenwich,
Connecticut, entered into a letter agreement, dated as of September 13, 2004 (as such Agreement may
be amended from time to time, the “Agreement”), pursuant to Section 3(h) of which the Employee
agreed and covenanted, to execute a general release of any and all claims he may have or may
believe he has against UST, its affiliates and/or their respective officers, directors, employees,
agents and representatives; and



     WHEREAS, the employment of the Employee was terminated as of [       ];



     NOW, THEREFORE, in consideration of the benefits to be provided to the Employee pursuant to
the Agreement, it is agreed as follows:




1. The Employee voluntarily, knowingly and willingly releases and forever discharges UST,
its subsidiaries and affiliates, together with their respective officers, directors,
partners, shareholders, employees and agents, and each of their predecessors, successors
and assigns, from any and all charges, complaints, claims, promises, agreements,
controversies, causes of action and demands of any nature whatsoever which against them the
Employee or his executors, administrators, successors or assigns ever had, now have or
hereafter can, shall or may have by reason of any matter, cause or thing whatsoever arising
prior to the time the Employee signs this agreement.




2. The release being provided by Employee in this agreement includes, but is not limited
to, any rights or claims relating in any way to the Employee’s employment relationship with
USSTC or UST, or the termination thereof, or under any statute, including the federal Age
Discrimination in Employment Act, Title VII of the Civil Rights Act, the Americans with
Disabilities Act, or any other federal, state or local law or judicial decision.




3. By signing this release agreement, the Employee represents that he has not and will not
in the future commence any action or proceeding arising out of the matters released hereby,
and that he will not seek or be entitled to any award of legal or equitable relief in any
action or proceeding that may be commenced on his behalf.




4. By signing this release agreement, the Employee agrees to cooperate fully with UST and
its affiliates concerning reasonable requests for information about the business of USSTC
or UST or any of their affiliates or your involvement and



 









 







participation therein; the defense or prosecution of any claims or actions now in existence
or which may be brought in the future against or on behalf of USSTC, UST or any of their
affiliates which relate to events or occurrences that transpired while you were employed by
USSTC and its affiliates; and in connection with any investigation or review by any
federal, state or local regulatory, quasi-regulatory or self-governing authority
(including, without limitation, the Securities and Exchange Commission) as any such
investigation or review relates to events or occurrences that transpired while the Employee
was so employed. The Employee’s full cooperation shall include, but not be limited to,
being available to meet and speak with officers or employees of UST or any of its
affiliates and/or their counsel at reasonable times and locations, executing accurate and
truthful documents and taking such other actions as may reasonably be requested by UST or
any of its affiliates and/or their counsel to effectuate the foregoing. UST agrees to
reimburse you for any reasonable, out-of-pocket travel, hotel and meal expenses incurred in
connection with your performance of obligations pursuant to this paragraph 4 for which you
have obtained prior approval from UST.




5. The Employee acknowledges that UST has hereby advised him to consult with an attorney of
his choosing prior to signing this release agreement. The Employee represents that he has
had the opportunity to review this agreement and, specifically, the release in paragraph 1,
with an attorney of his choice. The Employee also agrees that he has entered into this
agreement freely and voluntarily.




6. The Employee acknowledges that he has been given at least twenty-one days to consider
the terms of this release agreement. Furthermore, once he has signed this release
agreement, the Employee shall have seven additional days from the date of signing this
release agreement to revoke his consent hereto. The release agreement will not become
effective until seven days after the date the Employee has signed it, which will be the
effective date of this release agreement.



IN WITNESS WHEREOF, the Employee has executed this release agreement as of the date first set
forth above.



	 	 	 	 	 
	 	 	
Murray S. Kessler

 	 
	 	 	 
	WITNESS