exhibit1015.htm


    EXHIBIT
10.15


      

      AMENDMENT #1 TO EMPLOYMENT
AGREEMENT

       

      THIS
AMENDMENT #1 (the “Amendment”) TO THE EMPLOYMENT AGREEMENT (the “Agreement”),
dated as of April 30, 2002, between West Pharmaceutical Services, Inc., a
Pennsylvania corporation (the “Company”) and Donald E. Morel, Jr. (the
“Employee”).

       

      Background

       

      At a
meeting of the Company’s board of directors (the “Board”) on December 11, 2007,
the Board approved amendments to the Agreement primarily to comply with Section
409A of the Internal Revenue Code of 1986, as amended (the
“Code”).  The changes required by Code Section 409A are effective as
of January 1, 2005, to the extent required by applicable
regulations.

       

      1.           Section
1.13 of the Agreement is amended in its entirety to read as
follows:

       

      “ ‘(k) Savings/Deferred Comp
Plan’ means the Company’s 401(k) Plan, the Company’s Non-Qualified
Deferred Compensation Plan for Designated Employees and any successor plans or
other similar plans established from time to time that may allow executive
officers to elect to defer taxation of compensation.”

       

      2.           Section
8.1(a) is amended by striking the phrase “(y) could have been compelled to
retire” and replacing it with the phrase “reaches normal retirement age,” in the
flush paragraph beginning “provided, however...”

       

      3.           Section
6.3 is amended by restating the flush paragraph that begins “The amount
specified in clause (a) above...” in its entirety to read as follows:

       

      “Subject
to Section 6.3(c), the amount specified in clause (a) above will be paid as a
lump sum on the date that is six months following the Termination Date and the
payment of such amount and any compensation and benefits under clause (b) above
will be in full satisfaction of all claims the Employee may have against the
Company and condition upon execution of an agreement and release substantially
in the form attached as Exhibit ‘B’ hereto.  If the circumstances of
the termination are such that the Employee is also entitled to severance
compensation and benefits under Section 7, the Employee will be entitled to
receive the larger of the two amounts under this Section 6.3 or Section 7, but
not both.  The provisions of Section 8.2 will apply to all payments
made under this Section 6.3.”

       

      4.           A
new sub-section 6.3(c) is added to the Agreement to read as
follows:

       

      “Employee
may make an election to receive the amount payable under Section this Section
6.3 in monthly installments beginning no earlier than the sixth month following
termination of employment or to receive a later lump sum payment  by
filing a written election with the Company on or before December 31, 2008, which
specifies the time at which payments are to be made and the amounts of such
payments.  The payment of such amounts must be completed no later than
the third calendar year following the attainment of normal retirement age under
the Retirement Plan, and must be the same as the timing and form of payments
elected pursuant to Section 8.3(b).”

       

      
        
          
          

        

        
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      4.           Section
8.2 is amended and restated in its entirety as follows:

       

      “8.2.           Additional
Payments.

       

      
        	
                (a)  

              	
                Gross-Up
      Payment.  Notwithstanding anything herein to the
      contrary, if it is determined that any Payment would be subject to the
      excise tax imposed by section 4999 of the Code or any interest or
      penalties with respect to such excise tax (such excise tax, together with
      any interest or penalties thereon, is herein referred to as an ‘Excise Tax’),
      then Employee shall be entitled to an additional payment (a ‘Gross-Up
      Payment’) in an amount that will place Employee in the same
      after-tax economic position that Employee would have enjoyed if the Excise
      Tax had not applied to the Payment.

              


      

       

      
        	
                (b)  

              	
                Determination of
      Gross-Up Payment.  Subject to the provisions of Section
      8.2(c), all determinations required under this Section 8.2, including
      whether a Gross-Up Payment is required, the amount of the Payments
      constituting excess parachute payments, and the amount of the Gross-Up
      Payment, shall be made by the accounting firm that was the Company's
      independent auditors immediately prior to the Change in Control (or, in
      default thereof, an accounting firm mutually agreed upon by the Company
      and Employee) (the ‘Accounting
      Firm’), which shall provide detailed supporting calculations both
      to Employee and the Company within fifteen days of the Change in Control,
      the Termination Date or any other date reasonably requested by Employee or
      the Company on which a determination under this Section 8.2 is necessary
      or advisable.  If the Accounting Firm determines that no Excise
      Tax is payable by Employee, the Company shall cause the Accounting Firm to
      provide Employee with an opinion that the Accounting Firm has substantial
      authority under the Code and Regulations not to report an Excise Tax on
      Employee's federal income tax return.  Any determination by the
      Accounting Firm shall be binding upon Employee and the
      Company.  If the initial Gross-Up Payment is insufficient to
      cover the amount of the Excise Tax that is ultimately determined to be
      owing by Employee with respect to any Payment (hereinafter an ‘Underpayment’),
      the Company, after exhausting its remedies under Section 8.2(c) below,
      shall pay to Employee an additional Gross-Up Payment in respect of the
      Underpayment.

              


      

       

      
        	
                (c)  

              	
                Timing of
      Payment.  The Company shall pay to Employee the initial
      Gross-Up Payment or any required Underpayment (i) if the Employee is a
      ‘specified employee’ within the meaning of Section 409A of the Code, on
      the later of (A) the date that is at least six months after the date of
      the Employee’s termination of employment or (B) the fifth business day
      following the receipt by Employee and the Company of the Accounting Firm's
      determination, or (ii) if the Employee is not a “specified employee”
      within the meaning of Section 409A the fifth business day following the
      receipt by Employee and the Company of the Accounting Firm’s
      determination.  Notwithstanding anything herein to the contrary,
      any Gross-Up Payment or Underpayment must be paid on or before the end of
      the Employee’s taxable year following the taxable year in which the
      applicable Excise Tax is payable.

              


      

       

      
        
          
          

        

        
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                (d)  

              	
                Procedures.  Employee
      shall notify the Company in writing of any claim by the Internal Revenue
      Service that, if successful, would require the payment by the Company of a
      Gross-Up Payment.  Such notice shall be given as soon as
      practicable after Employee 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.  Employee agrees not to pay the claim
      until the expiration of the thirty-day period following the date on which
      Employee notifies the Company, or such shorter period ending on the date
      the Taxes with respect to such claim are due (the ‘Notice
      Period’).  If the Company notifies Employee in writing
      prior to the expiration of the Notice Period that it desires to contest
      the claim, Employee 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 accepting legal representation with respect to such claim by an
      attorney reasonably selected by the Company and reasonably acceptable to
      Employee; (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.  Employee 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, Employee
      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 Employee to pay such claim and pursue a refund, the
      Company shall advance the amount of such payment to Employee on an
      after-tax and interest-free basis (the "Advance").  The
      Company's control of the contest related to the claim shall be limited to
      the issues related to the Gross-Up Payment and Employee 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.  If the
      Company does not notify Employee in writing prior to the end of the Notice
      Period of its desire to contest the claim, the Company shall pay to
      Employee an additional Gross-Up Payment in respect of the excess parachute
      payments that are the subject of the claim, and Employee agrees to pay the
      amount of the Excise Tax that is the subject of the claim to the
      applicable taxing authority in accordance with applicable
      law.  The Advance, any additional Gross-Up Payments and the
      reimbursement of any related costs, expenses or taxes payable under this
      Section 8.2(d) and/or Section 8.2(f) shall be made on or before the end of
      the Employee’s taxable year following the taxable year in which any
      additional taxes are payable by the Employee or if no additional taxes are
      payable the Employee’s taxable year following the taxable year in which
      the audit or litigation is closed.

              


      

       

      
        	
                (e)  

              	
                Repayments.  If,
      after receipt by Employee of an Advance, Employee becomes entitled to a
      refund with respect to the claim to which such Advance relates, Employee
      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 Employee of an Advance, a determination is made that
      Employee shall not be entitled to any refund with respect to the claim and
      the Company does not promptly notify Employee of its intent to contest the
      denial of refund, then the amount of the Advance shall not be required to
      be repaid by Employee and the amount thereof shall offset the amount of
      the additional Gross-Up Payment then owing to
  Employee.

              


      

       

      
        
          
          

        

        
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                (f)  

              	
                Further
      Assurances.  The Company shall indemnify Employee and
      hold Employee harmless, on an after-tax basis, from any costs, expenses,
      penalties, fines, interest or other liabilities ("Losses") incurred by
      Employee with respect to the exercise by the Company of any of its rights
      under this Section 8.2, including any Losses related to the Company's
      decision to contest a claim or any imputed income to Employee resulting
      from any Advance or action taken on Employee's behalf by the Company
      hereunder.  Subject to the last sentence of Section 8.2(d), the
      Company shall pay all legal fees and expenses incurred under this Section
      8.2 and shall promptly reimburse Employee, or cause the Trust to reimburse
      Employee, for the reasonable expenses incurred by Employee in connection
      with any actions taken by the Company or required to be taken by Employee
      hereunder.  The Company shall also pay all of the fees and
      expenses of the Accounting Firm, including the fees and expenses related
      to the opinion referred to in Section
8.2(b).”

              


      

       

      5.           Section
8.3 of the Agreement is hereby amended and restated in its entirety as
follows:

       

      “8.3.  Payment of
Severance Compensation.

       

      (a)           Unless
Employee elects otherwise on or before December 31, 2008 in accordance with
Section 5(b), the severance compensation set forth in Section 3(a) will be
payable in a lump sum on the date which is six month following the Employee’s
termination of employment.

       

      (b)           Employee
may make an election to receive the amount payable under Section this Section
8.3(a) in monthly installments beginning no earlier than the sixth month
following termination of employment (with the first six monthly installments
paid in a lump sum at that time) or to receive a later lump sum payment by
filing a written election with the Company on or before December 31, 2008, which
specifies the time at which payments are to be made and the amounts of such
payments.  The payment of such amounts must be completed no later than
the third calendar year following the attainment of normal retirement age under
the Retirement Plan, and must be the same as the timing and form of payments
elected pursuant to Section 6.3(c).”

       

      6.           Section
12(d) is hereby amended by adding the following sentence to the
end:

       

      “The invalidity or unenforceability of
any provision hereof or Exhibit hereto shall in no way affect the validity or
enforceability of any other provision hereof.”

       

      IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date written
below.

       

      ACCEPTED
AND
AGREED:                                                                        WEST
PHARMACEUTICAL SERVICES, INC.

       

      


       

      /s/_Donald E.
Morel                                                                               /s/ Richard D.
Luzzi

      Donald E.
Morel                                                                                    
Richard D. Luzzi

                Vice
President, Human Resources

       

      DATED:  ____________________________                                       DATED:  __________________________________

       

      


       


      
        
          
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