exv10w8w3w2






Exhibit 10.8.3.2




AMENDMENT TO EMPLOYMENT AGREEMENT




This Amendment to Employment Agreement (“Amendment”) is entered into by and between Avery Dennison
Corporation, a Delaware corporation (the “Company”) and                      (the “Executive”),
effective as of January 1, 2008.



WHEREAS the Company and the Executive have previously entered into that certain Employment
Agreement effective as of                      (the “Employment Agreement”);



WHEREAS with the enactment of section 409A of the Internal Revenue Code of 1986, as amended (“Code
Section 409A”), certain modifications are made to the Employment Agreement on or before December
31, 2008 with retroactive effect to January 1, 2008; and



WHEREAS the Company and the Executive desire to amend the Employment Agreement to comply with Code
Section 409A,



NOW, THEREFORE, the Employment Agreement is hereby amended as follows:



1. Change of Control. The definition of “Change of Control” in the Employment Agreement is amended
in its entirety to provide as follows:




For the purpose of this Agreement, a “Change of Control” shall mean “a change in the
ownership or effective control,” or in “the ownership of a substantial portion of
the assets of” the Company, within the meaning of Code Section 409A, and shall
include any of the following events as such concepts are interpreted under Code
Section 409A:




(i) the date on which a majority of members of the Company’s Board of Directors is
replaced during any twelve-month period by directors whose appointment or election
is not endorsed by a majority of the members of the Company’s Board of Directors
before the date of the appointment or election; or




(ii) the acquisition, by any one person, or by a corporation owned by a group of
persons that has entered into a merger, acquisition, consolidation, purchase, stock
acquisition, asset acquisition, or similar business transaction with the Company,
of:




(a) ownership of stock of the Company, that, together with any stock
previously held by such person or group, constitutes more than fifty percent
(50%) of either (i) the total fair market value or (ii) the total voting
power of the stock of the Company;




(b) ownership of stock of the Company possessing thirty percent (30%) or
more of the total voting power of the Company, during the twelve-month
period ending on the date of such acquisition; or



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(c) assets from the Company that have a total gross fair market value equal
to or more than forty percent (40%) of the total gross fair market value of
all of the assets of the Company during the twelve-month period ending on
the date of such acquisition; provided, however, that any transfer of assets
to a related person as defined under Section 409A shall not constitute a
Change of Control.



2. Good Reason. The definition of termination for “Good Reason” in the Employment Agreement is
amended in its entirety to provide as follows:




For purposes of this Agreement, “Good Reason” shall mean a “separation from service
for good reason” as set forth in Code Section 409A, which shall mean that, without
the express written consent of the Executive, one or more of the following shall
have occurred without being timely remedied in the manner set forth below:




(i) A material diminution in the Executive’s base compensation;




(ii) A material diminution in the Executive’s authority, duties, or
responsibilities;




(iii) A material change in the geographic location at which the Executive must
perform the services; or




(iv) Any other action or inaction that constitutes a material breach by the Company
of the agreement under which the Executive provides services.




The Executive shall have “Good Reason” in connection with any or all of the above
solely if (A) the Executive provides notice to the Company of the existence of the
particular condition, action or inaction which the Executive considers to give the
Executive “Good Reason” within ninety (90) days of the initial existence of the
condition, or the action or inaction, and (B) the Company shall not have remedied
the condition, action or inaction within thirty (30) days of its receipt of the
Executive’s notice. The effective date of any termination for “Good Reason” shall
be no later than twelve (12) months after the initial existence of such condition,
action or inaction constituting “Good Reason.”



3. Certain Additional Payments by the Company. The Employment Agreement is hereby amended to
provide that any Gross-Up Payment or Underpayment related to excise taxes imposed under Code
Section 4999 which is due under the terms of the Employment Agreement shall be paid in compliance
with Code Section 409A by the end of the calendar year next following the calendar year in which
the Executive pays the applicable Excise Tax to taxing authorities.



4. Compliance With Code Section 409A. The Employment Agreement is amended to add the following
additional provision entitled “Compliance With Code Section 409A.”




(a) All payments of “nonqualified deferred compensation” (within the meaning of Code Section
409A) are intended to comply with the requirements of Code Section



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409A, and shall be interpreted in accordance therewith. Neither party individually or in
combination may accelerate any such deferred payment, except in compliance with Code Section
409A, and no amount shall be paid prior to the earliest date on which it is permitted to be
paid under Code Section 409A. In the event that the Executive is determined to be a
“specified employee” (as defined and determined under Code Section 409A) of Company at a
time when its stock is deemed to be publicly traded on an established securities market,
payments determined to be “nonqualified deferred compensation” payable as a result of
termination of employment, to the extent required under Code Section 409A, shall be made
after the earlier of (i) the last day of the sixth (6th) complete calendar month following
such termination of employment, or (ii) the Executive’s death. Any payment delayed by
reason of the prior sentence shall be paid out in a single lump sum on the first day of the
month following the end of such required delay period in order to catch up to the original
payment schedule. Notwithstanding anything herein to the contrary, no amendment may be made
to this Agreement if it would cause the Agreement or any payment hereunder not to be in
compliance with Code Section 409A.




(b) Unless otherwise expressly provided, any payment of compensation by Company to the
Executive (or to the Executive’s estate, as applicable), whether pursuant to this Agreement
(including, but not limited to, any payment or benefit provided under Section 6 of the
Employment Agreement) or otherwise, shall be made within two and one-half months (21/2 months)
after the end of the later of the calendar year or the Company’s fiscal year in which the
Executive’s right to such payment vests (i.e., is not subject to a substantial risk of
forfeiture for purposes of Code Section 409A). Such amounts shall not be subject to the
requirements of subsection (a) above applicable to “nonqualified deferred compensation.”
Notwithstanding any provision of Section 6(a)(iii) of the Employment Agreement to the
contrary, any such provision of outplacement services shall terminate on the first
anniversary of the Executive’s separation from service from the Company.




(c) Section (a) above shall not apply to that portion of any amounts payable upon
termination of employment which shall qualify as “involuntary separation from service” under
Section 409A because such amount does not exceed the lesser of (1) two hundred percent
(200%) of the Executive’s annualized compensation from the Company for the calendar year
immediately preceding the calendar year during which the Date of Termination occurs, or (2)
two hundred percent (200%) of the annual limitation amount under Section 401(a)(17) of the
Code (the maximum amount of compensation that may be taken into account for purposes of a
tax-qualified retirement plan) for the calendar year during which the Date of Termination
occurs; provided that the amounts must be paid no later than the last day of the second
taxable year following the taxable year in which the separation from service occurs.




(d) All benefit plans, programs and policies sponsored by the Company shall comply with all
requirements of Code Section 409A or be structured so as to be exempt from the application
of Code Section 409A. In particular, all taxable expense reimbursement payments and in kind
benefits provided to the Executive shall be structured in compliance with Code Section 409A
and reimbursements shall be paid by the Company to the Executive by no later than the end of
the calendar year following the calendar year in which the Executive incurs such expenses,
and the Executive shall take all actions
necessary to claim all such reimbursements on a timely basis to permit the Company to make
all such reimbursement payments prior to the end of said period.



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(e) Notwithstanding anything in this Agreement to the contrary, to the extent that any
payment or benefit constitutes non-exempt “nonqualified deferred compensation” for purposes
of Section 409A, and such payment or benefit would otherwise be payable or distributable
hereunder by reason of Executive’s termination of employment, all references to Executive’s
termination of employment shall be construed to mean a “separation from service,” as defined
in Treasury Regulation Section 1.409A-1(h), and Executive shall not be considered to have a
termination of employment unless such termination constitutes a “separation from service”
with respect to Executive.



IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the day and year first
above written.



	 	 	 	 	 	 	 	 	 
	  AVERY DENNISON CORPORATION	 	 	 	EXECUTIVE	 	 
	 
	 	 	 	 	 	 	 	 
	  By:
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 






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