file8k.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CrHOf9FL73p9pYwNuODUq953t83vggFkrDQ7AgzcSYGdofOK0LMMNO4iRjGn3pgQ Uq4HQiKtfdGEl9MEz6W/xw== 0000105770-08-000034.txt : 20080731 0000105770-08-000034.hdr.sgml : 20080731 20080731133313 ACCESSION NUMBER: 0000105770-08-000034 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20080731 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080731 DATE AS OF CHANGE: 20080731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEST PHARMACEUTICAL SERVICES INC CENTRAL INDEX KEY: 0000105770 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 231210010 STATE OF INCORPORATION: PA FISCAL YEAR END: 1207 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08036 FILM NUMBER: 08981243 BUSINESS ADDRESS: STREET 1: 101 GORDON DR STREET 2: P O BOX 645 CITY: LIONVILLE STATE: PA ZIP: 19341-0645 BUSINESS PHONE: 6105942900 MAIL ADDRESS: STREET 1: 101 GORDON DRIVE STREET 2: PO BOX 645 CITY: LIONVILLE STATE: PA ZIP: 19341-0645 FORMER COMPANY: FORMER CONFORMED NAME: WEST CO INC DATE OF NAME CHANGE: 19990405 8-K 1 file8k.htm 8KCOO file8k.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported) – July 28, 2008

________________________

WEST PHARMACEUTICAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

_____________________


Pennsylvania	1-8036	23-1210010
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

101 Gordon Drive, PO Box 645, Lionville, PA		19341-0645
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

(610) 594-2900

Not Applicable

(Former name or address, if changed since last report)

____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Operating Officer

On July 28, 2008, West Pharmaceutical Services, Inc. appointed Matthew T. Mullarkey, age 46, Chief Operating Officer. Mr. Mullarkey succeeds Steven A. Ellers, who has held the positions of President and Chief Operating Officer. Mr. Ellers will continue as West’s President through a transition period until his planned retirement in 2010.

Before joining West, Mr. Mullarkey was Chief Executive Officer and President of Impact Ceramics, LLC, an engineered materials business, from March 2007 to April 2008, and prior to that was Vice President, Home Medical Equipment and General Manager and later Vice President, Global Operations of Invacare Corporation, a manufacturer and distributor of home medical equipment and disposables.

Equity Awards

In connection with his appointment, the Compensation Committee of the Board of Directors granted Mr. Mullarkey two options to purchase a total of 80,000 shares of common stock under our 2007 Omnibus Incentive Compensation Plan. The principal terms of the options are as follows:

Number of Shares Covered by Option	Exercise Price	Options Vested on Grant Date	Options Unvested On Grant Date	Vesting Date(s)	Expiration Date
40,000	$45.27	10,000	30,000	3 equal annual installments on 2/27/2009 - 2/27/2011	2/27/2017
40,000	$45.27	-0-	40,000	4 equal annual installments on 2/26/2009 - 2/26/2012	2/26/2018

The exercise price is the fair market value of West common stock on the grant date.

Mr. Mullarkey also received two grants of performance-vesting share units (“PVS Units”) under the plan, which entitle him to receive a number of shares of our common stock dependent on achievement of three-year financial targets. Those awards are:

	Performance Period	Number of PVS Units (@ Targeted 100% Payout Level)
Grant #1	2007-2009	11,200
Grant #2	2008-2010	14,600

Severance and Non-Competition Agreement

In connection with his appointment, Mr. Mullarkey entered into a severance and non-competition agreement and a change–in-control agreement, each dated July 28, 2008.

Under the severance and non-competition agreement, Mr. Mullarkey is restricted from competing with the Company’s business for one year following his termination. In consideration of this restrictive covenant, he will receive one year of base salary and continuation of medical dental and life insurance coverage for one year (unless he receives coverage from a new employer) if his employment is terminated other than for cause or by reason of death, disability or retirement. He will not be entitled to any these payments or benefits if he breaches any of the agreement’s terms.

The change-in-control agreement provides the following benefits if his employment is terminated under certain circumstances in connection with or within two years following a change-in-control of the Company:

·	Cash severance pay equal to three times the sum of his highest annual base salary in effect during the year of termination and the average annual bonus for the three years (or, if employed less than three years, the lesser period) immediately preceding the change in control.

·	Immediate vesting of any unvested benefits and employer matching contributions under West’s 401(k) Plan and the Company’s Deferred Compensation Plan for Designated Employees as of his employment termination.

·	Immediate vesting of all unvested equity-based awards granted or awarded under any compensation or benefit plan or arrangement.

·	Continued medical, dental, life and other insurance benefits for 36 months after termination, or until his retirement or eligibility for similar benefits with a new employer.

·	Outplacement assistance.

·	A gross up amount for any excise taxes payable by him upon a change-in-control.

Terminations of employment that entitle him to receive the severance benefits under the change-in-control agreement, consist of (i) resignation following a constructive termination of his employment, (ii) employment termination other than by reason of death, disability, continuous willful misconduct or normal retirement, or (iii) voluntary resignation during a one-time, 30-day period beginning 12 months following the change-in-control. The terms of Mr. Mullarkey’s change-in-control agreement are consistent with those in place for all of the Company’s US-based senior executives.

Incorporation by Reference

The descriptions of Mr. Mullarkey’s equity awards, severance and non-competition agreement and change-in-control agreement is qualified by reference to the agreements filed with this report as Exhibits 10.1, 10.2, 10.3 and 10.4, which are incorporated into this Item by reference.

Item 8.01. Other Events.

The press release announcing the appointment of Mr. Mullarkey as Chief Operating Officer is filed as Exhibit 99.1 and incorporated into this item by reference.

Item 9.01. Financial Statement and Exhibits.

(d)

Exhibits

Exhibit 10.1	Award letter dated July 28, 2008 relating to the 2007-2009 performance period
Exhibit 10.2	Award letter dated July 28, 2008 relating to the 2008-2010 performance period
Exhibit 10.3	Severance and Non-Competition Agreement dated July 28, 2008 between Matthew T. Mullarkey and West Pharmaceutical Services, Inc.
Exhibit 10.4	Change-in-Control Agreement dated as of July 28, 2008 between Matthew T. Mullarkey and West Pharmaceutical Services, Inc.
Exhibit 99.1	West Pharmaceutical Services, Inc. Press Release dated July 28, 2008.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WEST PHARMACEUTICAL SERVICES, INC.

/s/ John R. Gailey III

John R. Gailey III

Vice President, General Counsel and Secretary

July 31, 2008

EXHIBIT INDEX

Exhibit No.	Description
10.1	Award letter dated July 28, 2008 relating to the 2007-2009 performance period
10.2	Award letter dated July 28, 2008 relating to the 2008-2010 performance period
10.3	Severance and Non-Competition Agreement dated July 28, 2008 between Matthew T. Mullarkey and West Pharmaceutical Services, Inc.
10.4	Change-in-Control Agreement dated as of July 28, 2008 between Matthew T. Mullarkey and West Pharmaceutical Services, Inc.
99.1	West Pharmaceutical Services, Inc. Press Release dated July 28, 2008.

EX-10.1 2 exhibit101.htm 2007 PLAN YEAR AND PERFORMANCE PERIOD VI INCENTIVE COMPENSATION exhibit101.htm

Exhibit 10.1

GLOBAL HEADQUARTERS

101 Gordon Drive ∙ Lionville, PA 19341

TEL 610-594-3327 ∙ FAX 610-594-3013

rick.luzzi@westpharma.com

RICHARD D. LUZZI

Vice President, Human Resources

July 28, 2008

Matthew T. Mullarkey

29844 Lake Road

Bay Village, OH 44140

Re: Your 2007 Plan Year and Performance Period VI Incentive Compensation

Dear Participant:

Congratulations. Effective upon your commencement of employment, the Compensation Committee of our Board of Directors granted you the following stock option and performance-vesting share units.

Stock Option Award:	40,000
Target PVS Units:	11,200

The awards were made under the terms of our 2007 Omnibus Incentive Compensation Plan. We have attached a summary of the terms of your awards. Please read it carefully.

I am pleased that you are a participant in this long-term incentive compensation program and trust that your participation will be beneficial to both you and the Company.

Sincerely,

/s/ Richard D. Luzzi

Enclosure

Summary of Your Stock Options

What is a stock option?

A stock option is the right to purchase a fixed number of shares at a set exercise price. The option granted by this award is a non-qualified stock option. The stock option gains value when the price of our common stock exceeds the exercise price.

How many shares may I purchase and what is the price?

The number of shares you may purchase and the exercise price are as follows:

Exercise Price	Total shares that may be purchased upon exercise
$ 45.27	40,000

May I purchase the shares immediately?

Yes. 25% of your option is immediately vested. So long as your employment with us continues, an additional 25% of your option will become exercisable – or “vests” – each year for the next three years following the grant date. At the end of this period, you may exercise the entire option. The following chart shows when and what portion of your option becomes exercisable.

Date	Portion of the option that is exercisable
July 28, 2008 (grant date)	25%
February 27, 2009	50%
February 27, 2010	75%
February 27, 2011 and thereafter	100%

However, in no event will your option be exercisable after the Expiration Date.

When will my option expire?

The option expires on February 27, 2017, which will be referred to as the “Expiration Date.” This means that once it becomes exercisable, the option may be exercised until February 26, 2017. In addition,

·	if you die, the option will remain exercisable for one year from your date of death;

·	if your employment terminates for any reason other than retirement, disability, death or removal for cause, the option will expire on 90 days after the termination date;

·	if we terminate your employment for cause, the option will expire on the commencement of business on your date of termination.

How do I exercise my stock option?

There are four ways to exercise a stock option.

·	Cash. You write a check to the Company for the exercise price, plus any applicable withholding taxes.

·	Already owned shares. You may deliver (or have the Company withhold) shares of common stock you own with a fair market value equal to the exercise price, plus any applicable withholding taxes.

·	Combination of shares and cash. You may use a combination of cash and stock.

Reduction of proceeds. With the consent of the Committee, you may elect to have shares you would otherwise receive upon the exercise reduced by an amount equal to the total exercise cost divided by the fair market value of the shares at the time of your exercise. In effect, you would receive the “net” shares otherwise due you after deducting for the exercise cost, plus applicable withholding taxes.

Enclosed with this award is an Information Sheet about Computershare, the Company’s stock plan administrator. This contains important additional information about how to exercise your Options. Please review it carefully.

When do I have to pay for the exercise?

The full exercise price and applicable taxes must be paid within three days of exercise.

Are there any other restrictions on my ability to exercise my option?

All option exercise transactions by West’s officers who are subject to Section 16 of the Securities and Exchange Act of 1934 must comply with the restrictions contained in our Securities Trading Policy, including review by and written pre-approval of our General Counsel.

Are there circumstances that would lead to a forfeiture of my award?

Yes, in certain situations you must give up amounts you receive as a result of the option you exercise. These situations are described below.

If within (i) the term of the option or (ii) within 3 months following termination of employment or (iii) within 3 months after you exercise any portion of the option, whichever is the latest, you directly or indirectly engage in conduct deemed to be any activity in competition with any activity of the Company, or inimical, contrary or harmful to, or not in the best interests of, the Company or if you fail to comply with any of the terms and conditions of the Plan or this award (unless the failure is remedied within ten days after having been notified of such failure), then any and all rights to exercise this option will terminate and you must pay us an amount equal to any gain realized by you from exercising all or any portion of this option.

We may also deduct from any amounts we owe you, such as amounts owed as wages or other compensation, fringe benefits, or vacation paid. Whether or not we elect to make any deduction, if we do not recover the full amount you owe, you agree to pay us immediately the unpaid balance. By agreeing to accept this award, you consent to our right to make these deductions.

Are there any other things I should be aware of?

This is a summary of the terms of your stock option award. Your award is subject to the terms of the 2007 Omnibus Incentive Compensation Plan. This award is being delivered with an Information Statement, which gives additional information about your award and the 2007 Omnibus Incentive Compensation Plan under which it was granted. We encourage you to read the Information Statement. Additional terms and conditions may apply to your award under the terms of the Omnibus Plan.

Summary of Your Performance-Vesting Share Unit Award

What is a performance-vesting share unit?

A PVS Unit award represents the conditional right to receive a distribution of shares. The number of shares you will receive depends on how well the Company’s actual performance compares to specified performance goals at the end of the performance period.

What are the performance goals?

The performance levels are based on two equally weighted performance measures. The two measures of Company performance are:

·	Average return on invested capital – also called “ROIC” – is measured by dividing the average of the Company’s net operating profit (without regard to taxes) over the performance period by the average outstanding equity plus debt over that period.

·	Compounded annual revenue growth – also called “CAGR” – is the compound annual growth rate in net sales for the Company over the same period.

What is the performance period?

The Company’s performance against the goals is measured over a three-year period that begins January 1, 2007 and ends December 31, 2009 (“Performance Period VI”).

Your target PVS Units award presented on the first page of this letter is the number of shares of West Common Stock that you would receive if the Company obtains 100% of both of the ROIC and CAGR performance targets. Additional shares of Common Stock will be distributable under this PVS award if actual performance exceeds the target performance level, and fewer shares of Common Stock will be distributable if actual performance falls short of the target performance level. No shares of Common Stock will be paid out if actual performance falls below the minimum acceptable level.

The following table shows the performance targets for CAGR and Average ROIC and the corresponding PVS Units payouts for Performance Period VI.

		CAGR		Average ROIC
		(aapplies to 50% of PVS Units)		(applies to 50% of PVS Units)
Performance Range		Performance	Payout	Performance	Payout
Maximum:	150%	15%	200%	15%	200%
	125%	12.5%	150%	12.5%	150%
	110%	11%	120%	11%	120%
Target:	100%	10%	100%	10%	100%
	85%	8.5%	75%	8.5%	75%
Threshold:	70%	7.0%	50%	7.0%	50%
Less than 70%:		Less than 7.0%	-0-	Less than 70%	-0-

If actual CAGR or ROIC falls between any of the performance range percentages above, the payout for that portion of your PVS Units will be determined by applying a mathematical formula to estimate the value based on the two nearest percentages. For more information on the calculation, please see below.

Can my award be changed?

Yes, the Committee can change or revise the targets as it considers appropriate. In the event of acquisitions or divestitures the Committee will on a case-by-case basis determine the necessity to change or revise the performance targets.

When will I know how many shares I am eligible to receive?

The shares will be distributed to you in early 2010 after the ROIC and CAGR for the performance period are calculated. This will be done by the Compensation Committee after review of the Company’s audited financial statements.

Will I receive dividends on my PVS Units?

During the Performance Period, your account will be credited with additional PVS Units as if the target PVS Units award had been reinvested in dividends paid on Common Stock during the period. At the end of the Performance Period, you may receive additional shares of Common Stock equal to the amount of PVS Units credited through this dividend-reinvestment feature. If performance falls below the target levels, you may forfeit some or all of these PVS Units.

May I defer receipt of my shares?

Yes. Delivery of shares upon payout may be deferred under the Deferred Compensation Plan for eligible participants in certain countries. If you are eligible, you will receive details on this deferral opportunity before the end of each Performance Period. You may similarly defer receipt of additional shares you would otherwise receive due to the deemed dividend reinvestment feature.

Are there circumstances under which my right to receive shares would terminate?

You will not be entitled to receive a distribution with respect to any PVS Units granted by this award if:

1.	Your employment terminates for any reason before the end of Performance Period ; or

2.	If at any time during your employment or within 3 months following termination of your employment, you directly or indirectly engage in activity harmful to, or not in the best interest of, the Company. Such activity includes, without limitation:

·	conduct related to your employment for which either criminal or civil penalties against you may be sought;

·	acquisition of a direct or indirect interest or an option to acquire such an interest in any person or entity engaged in competition with the Company’s business (other than an interest of not more than 5 percent of the outstanding stock of any publicly traded company);

·	accepting employment with or serving as a director, officer, employee or consultant of, or furnishing information to, or otherwise facilitating the efforts of, any person or entity engaged in competition with the Company’s business;

·	soliciting, employing, interfering with, or attempting to entice away from the Company any employee who has been employed by the Company in an executive or supervisory capacity within one year before such solicitation, employment, interference or enticement;

·	violation of Company policies, including the Company’s insider-trading policy; or

·	using for yourself or others, or disclosing to others, any confidential or proprietary information of the Company in contravention of any Company policy or agreement.

Are there any other things I should be aware of?

This is summary of your PVS Unit award. Your award is subject to the terms of the 2007 Omnibus Incentive Compensation Plan. This award is being delivered with an Information Statement, which gives additional information about your award and the 2007 Omnibus Incentive Compensation Plan under which it is granted. We encourage you to read the Information Statement. Additional terms and conditions may apply to your award under the terms of the Plan.

EX-10.2 3 exhibit102.htm 2008 PLAN YEAR AND PERFORMANCE PERIOD VII INCENTIVE COMPENSATION exhibit102.htm

Exhibit 10.2

GLOBAL HEADQUARTERS

101 Gordon Drive ∙ Lionville, PA 19341

TEL 610-594-3327 ∙ FAX 610-594-3013

rick.luzzi@westpharma.com

RICHARD D. LUZZI

Vice President, Human Resources

July 28, 2008

Matthew T. Mullarkey

29844 Lake Road

Bay Village, OH 44140

Re: Your 2008 Plan Year and Performance Period VII Incentive Compensation

Dear Participant:

Congratulations. Effective upon your commencement of employment, the Compensation Committee of our Board of Directors granted you the following stock option and performance-vesting share units.

Stock Option Award:	40,000
Target PVS Units:	14,600

The awards were made under the terms of our 2007 Omnibus Incentive Compensation Plan. We have attached a summary of the terms of your awards. Please read it carefully.

I am pleased that you are a participant in this long-term incentive compensation program and trust that your participation will be beneficial to both you and the Company.

Sincerely,

/s/ Richard D. Luzzi

Enclosure

Summary of Your Stock Options

What is a stock option?

How many shares may I purchase and what is the price?

The number of shares you may purchase and the exercise price are as follows:

Exercise Price	Total shares that may be purchased upon exercise
$ 45.27	40,000

May I purchase the shares immediately?

No. So long as your employment with us continues, 25% of your option becomes exercisable – or “vests” – each year for the first four years following the grant date. At the end of the four-year period, you may exercise the entire option. The following chart shows when and what portion of your option becomes exercisable.

Date	Portion of the option that becomes exercisable
July 28 2008 (grant date)	0%
February 26, 2009	25%
February 26, 2010	50%
February 26, 2011	75%
February 26, 2012 and thereafter	100%

However, in no event will your option be exercisable after the Expiration Date.

When will my option expire?

The option expires on February 26, 2018, which will be referred to as the “Expiration Date.” This means that once it becomes exercisable, the option may be exercised until February 25, 2018. In addition,

·	if you die, the option will remain exercisable for one year from your date of death;

·	if your employment terminates for any reason other than retirement, disability, death or removal for cause, the option will expire on 90 days after the termination date;

·	if we terminate your employment for cause, the option will expire on the commencement of business on your date of termination.

How do I exercise my stock option?

There are four ways to exercise a stock option.

·	Cash. You write a check to the Company for the exercise price, plus any applicable withholding taxes.

·	Already owned shares. You may deliver (or have the Company withhold) shares of common stock you own with a fair market value equal to the exercise price, plus any applicable withholding taxes.

·	Combination of shares and cash. You may use a combination of cash and stock.

When do I have to pay for the exercise?

The full exercise price and applicable taxes must be paid within three days of exercise.

Are there any other restrictions on my ability to exercise my option?

Are there circumstances that would lead to a forfeiture of my award?

Yes, in certain situations you must give up amounts you receive as a result of the option you exercise. These situations are described below.

Are there any other things I should be aware of?

Summary of Your Performance-Vesting Share Unit Award

What is a performance-vesting share unit?

What are the performance goals?

The performance levels are based on two equally weighted performance measures. The two measures of Company performance are:

·	Average return on invested capital – also called “ROIC” – is measured by dividing the average of the Company’s net operating profit (without regard to taxes) over the performance period by the average outstanding equity plus debt over that period.

·	Compounded annual revenue growth – also called “CAGR” – is the compound annual growth rate in net sales for the Company over the same period.

What is the performance period?

The Company’s performance against the goals is measured over a three-year period that begins January 1, 2008 and ends December 31, 2010 (“Performance Period VII”).

The following table shows the performance targets for CAGR and Average ROIC and the corresponding PVS Units payouts for Performance Period VII.

		CAGR		Average ROIC
		(applies to 50% of PVS Units)		(applies to 50% of PVS Units)
Performance Range		Performance	Payout	Performance	Payout
Maximum:	150%	15%	200%	15%	200%
	125%	12.5%	150%	12.5%	150%
	110%	11%	120%	11%	120%
Target:	100%	10%	100%	10%	100%
	85%	8.5%	75%	8.5%	75%
Threshold:	70%	7.0%	50%	7.0%	50%
Less than 70%:		Less than 7.0%	-0-	Less than 70%	-0-

Can my award be changed?

When will I know how many shares I am eligible to receive?

The shares will be distributed to you in early 2011 after the ROIC and CAGR for the performance period are calculated. This will be done by the Compensation Committee after review of the Company’s audited financial statements.

Will I receive dividends on my PVS Units?

May I defer receipt of my shares?

Are there circumstances under which my right to receive shares would terminate?

You will not be entitled to receive a distribution with respect to any PVS Units granted by this award if:

1.	Your employment terminates for any reason before the end of Performance Period; or

2.	If at any time during your employment or within 3 months following termination of your employment, you directly or indirectly engage in activity harmful to, or not in the best interest of, the Company. Such activity includes, without limitation:

·	conduct related to your employment for which either criminal or civil penalties against you may be sought;

·	acquisition of a direct or indirect interest or an option to acquire such an interest in any person or entity engaged in competition with the Company’s business (other than an interest of not more than 5 percent of the outstanding stock of any publicly traded company);

·	accepting employment with or serving as a director, officer, employee or consultant of, or furnishing information to, or otherwise facilitating the efforts of, any person or entity engaged in competition with the Company’s business;

·	soliciting, employing, interfering with, or attempting to entice away from the Company any employee who has been employed by the Company in an executive or supervisory capacity within one year before such solicitation, employment, interference or enticement;

·	violation of Company policies, including the Company’s insider-trading policy; or

·	using for yourself or others, or disclosing to others, any confidential or proprietary information of the Company in contravention of any Company policy or agreement.

Are there any other things I should be aware of?

EX-10.3 4 exhibit103.htm SEVERANCE AND NON-COMPETITION AGREEMENT exhibit103.htm

Exhibit 10.3

GLOBAL HEADQUARTERS

101 Gordon Drive ∙ Lionville, PA 19341

TEL 610-594-3327 ∙ FAX 610-594-3013

rick.luzzi@westpharma.com

RICHARD D. LUZZI

Vice President, Human Resources

July 28, 2008

Mr. Matthew T. Mullarkey

29844 Lake Road

Bay Village, OH 44140

Re: Severance and Non-Competition Agreement

Dear Matt:

In consideration of your employment with West Pharmaceutical Services, Inc. (the “Company”) as its Chief Operating Officer, you and the Company, intending to be legally bound, agree as follows:

Termination of Employment. You will be entitled to the benefits specified in Section 2 if your employment with the Company is terminated by the Company, other than for cause or by reason of death, disability, or retirement at normal or early retirement age pursuant to the Company’s Employees’ Retirement Plan (or any successor pension plan thereto) (the “Retirement Plan”) or if you have a Constructive Termination (as defined in the Change in Control Agreement between you and the Company, dated July 28, 2008 (the “CIC Agreement”). You will not be entitled to the benefits specified in Section 2 if your employment terminates for any other reasons, including, without limitation, your voluntary resignation, or if, during the term of your employment or at any time thereafter, you engage in any activity specified in Section 3 hereof.

Constructive Termination. If you terminate your employment due to a Constructive Termination, you must satisfy each of the conditions contained in the CIC Agreement and you must notify the Company of the circumstances giving rise to a Constructive Termination within 10 days of the date you knew or should have known that those circumstances existed.

b)	Release. Any benefits payable hereunder are conditioned upon your execution, non-revocation and compliance with the terms of a Release substantially in the form attached hereto as Exhibit A.

2.	Benefits Payable Upon Termination of Employment. Upon termination of employment as set forth in Section 1, you shall be entitled to the following benefits:

Severance Compensation. Your regular salary as in effect on the date of termination of your employment will continue for a period of twelve months, with normal deductions. The salary continuation payments shall be made on the Company’s normal payroll cycle. Notwithstanding anything herein to the contrary, to the extent that you are a “specified employee” and payments must be delayed six months as required by section 409A(a)(2)(B) of the Internal Revenue Code of 1986, the first six months of payments required to be paid under this Agreement shall be made on the first normal payroll date that is six months following your termination of employment in a single, lump sum and each subsequent payment shall be made on the normal payroll date. The severance compensation paid hereunder shall not be reduced to the extent of any other compensation for your services which you receive or are entitled to receive from any other employment consistent with the terms of this Agreement.

Employee Benefits. You shall be entitled to a continuation of all medical, dental and life insurance in the same manner and amount to which you were entitled on the date of termination of your employment until the earlier of (i) a period of twelve months after termination of your employment, or (ii) your eligibility for similar benefits with a new employer. All other benefits not otherwise addressed in this Agreement shall terminate as of the date of termination of your employment.

Termination of Benefit. The Company shall have no obligation to provide or continue any of the benefits under Section 2 (except as required by applicable law) upon the breach of any of your obligations (i) under Section 4 hereof, (ii) the provisions of your Confidentiality Agreement with the Company, which is attached to your Change-in-Control Agreement with the Company as Exhibit A and incorporated by reference herein, or (iii) you:

engage in conduct in connection with your employment for which criminal or civil penalties against you or the Company may be sought; and

violate any of the Company’s material policies, including without limitation the Company’s insider-trading policy.

4.	Covenant Not To Compete.

During the period beginning on the date of your termination of employment and ending on the first anniversary thereof (the “Restrictive Period”), you will not, and will not permit any of your Affiliates, or any other Person, directly or indirectly, to:

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 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 in connection with the conduct of the Company’s Business within one year prior to such solicitation, employment, interference or enticement; or

iv)	approach, solicit or deal with in competition with the Company or any Subsidiary 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 your direct control had personal contact on behalf of the Company or any Subsidiary; or

(3)	was a Person with whom you 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).

As used in this Section, each of the capitalized terms that are not separately defined herein shall have the same meaning contained in the CIC Agreement. For the avoidance of doubt, you agree that the phrase “Person engaged in competition with the Company’s Business” as used in this Section includes, the companies listed on Exhibit B to your CIC Agreement, and their Affiliates and Subsidiaries.

Payments Final and Exclusive. In the event of a termination of your employment under the circumstances described in this Agreement, the arrangements provided for by this Agreement, or any other agreement between the Company and you in effect at that time and by any other applicable plan of the Company in which you then participate shall constitute the entire obligation of the Company to you, and performance of that obligation shall constitute the settlement of any claim that you might otherwise assert against the Company on account of such termination. You agree that if you are entitled to payments or benefits under this Agreement, that you will not separately be entitled to any severance under any applicable plan, agreement or policy of the Company, nor will you be entitled to receive any of the benefits under your CIC Agreement. Furthermore, you agree that if you are entitled to receive payments or benefits under your CIC Agreement, you will not separately be entitled to receive any payments or benefits under this Agreement.

6.	Duration of Agreement; Amendment. This Agreement may not be terminated or amended by either party, except that this Agreement may be terminated or amended at any time by the mutual written consent of you and the Company.

Enforcement. You acknowledge that a breach of this Agreement will cause the Company immediate and irreparable harm for which the Company’s remedies 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 this Agreement. 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 Company may contact any Person with or for whom you work after your employment by the Company ends and may send that Person a copy of this Agreement.

8.	Miscellaneous.

a)	This Agreement will be binding upon and inure to the your benefit, your personal representatives and heirs and the Company and any successor of the Company, but neither this Agreement nor any rights arising hereunder may be assigned or pledged by you.

You acknowledge that a breach of the covenants contained in this Agreement will cause the Company immediate and irreparable harm for which the Company’s remedies 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 Sections. The Company may contact any Person with or for whom you work after your employment by the Company ends and may send that Person a copy of this Agreement.

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 hereof or Exhibit hereto shall in no way affect the validity or enforceability of any other provision hereof.

d)	This Agreement will be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania.

e)	This Agreement constitutes the entire agreement and understanding between the Company and you with respect to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings between the Company and you with respect to such matters.

f)	This Agreement may be executed in one or more counterparts, which together shall constitute a single agreement.

If you are in agreement with the foregoing, please so indicate by signing and returning to the Company the enclosed copy of this letter, whereupon this letter shall constitute a binding agreement between you and the Company and our mutual intention to be legally bound as of the date and year first written above.

Very truly yours,

WEST PHARMACEUTICAL SERVICES, INC.

By: /s/ Richard D. Luzzi

Richard D. Luzzi

Vice President, Human Resources

Accepted and Agreed To:

/s/ M Mullarkey

Matthew T. Mullarkey

EXHIBIT A

AGREEMENT AND GENERAL RELEASE

NOTICE: This is a very important legal document, and you should thoroughly review and understand the terms and effect of this document before signing it. By signing this Agreement and General Release, you will be completely releasing West Pharmaceutical Services, Inc. from all liability to you. Therefore, you should consult with an attorney before signing this Agreement and General Release. You have twenty-one (21) days from the date of distribution of these materials to consider this document. If you have not returned a signed copy of this Agreement and General Release by that time, we will assume that you have elected not to sign the Agreement and General Release. If you choose to sign the Agreement and General Release, you will have an additional seven (7) days following the date of your signature to revoke the Agreement and General Release, and the Agreement and General Release between you and the Company shall become effective or enforceable until the revocation period has expired. Any revocation of this Agreement and General Release must be in writing and must be personally delivered or mailed to Richard D. Luzzi, Vice President, Human Resources.

Intending to be legally bound by the provisions of this Agreement and in consideration of the negotiated payments and benefits specified in the Letter Agreement to which this Agreement and General Release is attached as Exhibit A, which shall be incorporated as if fully set forth within, dated ___________, between West Pharmaceutical Services, Inc. and me, providing valuable consideration to which I would otherwise not be entitled, I, Matthew T. Mullarkey, hereby release and discharge West Pharmaceutical Services, Inc. and its affiliates, parents, subsidiaries, successors, and predecessors and all of their employees, agents, attorneys, officers, and directors (individually and collectively referred to as the “Company”) from any and all claims and/or causes of action, whether known to you or the Company at the time of the execution of this General Release or not, which I may have or could claim to have against the Company in connection with my employment with the Company up to and including the date of my signing of this General Release.

This General Release includes, but is not limited to, a full waiver of all claims arising from or during my employment or as a result of the termination of my employment and all claims arising under federal, state, or local laws prohibiting employment discrimination based upon age, race, sex, religion, handicap, national origin, or any other protected characteristic, including, but not limited to, any and all claims arising under the Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act of 1964 and 1991, the Americans with Disabilities Act, the Family and Medical Leave Act, the Equal Pay Act, the Pennsylvania Wage Payment and Collection Law, the Pennsylvania Human Relations Act, any other federal, state or local labor or employment law, and claims under the common law and/or growing out of any legal restrictions, express or implied, in contract or on any other grounds, or the Company’s right to control or terminate the employment of its employees.

By signing below, I acknowledge that I have carefully read and fully understand the provisions of this Agreement and General Release. I further acknowledge that I am signing this Agreement and General Release knowingly and voluntarily and without duress, coercion or undue influence. I agree that I will not file a lawsuit asserting any claims barred by this General Release against the Company. If I breach this promise, then I will reimburse the Company for its reasonable attorneys’ fees and costs incurred in defending against such released Claims, and I shall also be obligated to tender back upon filing of such complaint in state or federal court or before any administrative agency any consideration that I have received pursuant to the severance arrangements provided within the accompanying Letter Agreement. A suit challenging the validity of this General Release under ADEA, however, shall not be subject to the provisions of this paragraph.

I agree that this Agreement and General Release may be pleaded as a complete bar to any action or suit before any court, arbitral or administrative body with respect to any of the released claims.

This Agreement and General Release together with the Letter Agreement constitutes the total and complete understanding between me and the Company relating to the subject matter covered by this Agreement and General Release and all other prior or contemporaneous written oral agreements or representations, except the accompanying Letter Agreement setting forth the terms of my severance arrangement, if any, otherwise relating to the subject matter of this Agreement and General Release are null and void. It is also expressly understood and agreed that the terms of this Agreement and General Release may not be altered except in writing signed by both the Company and me. I further understand and agree that the terms and conditions of this Agreement and General Release shall not be communicated to any persons other than those referred to herein and to my spouse or legal counsel, if applicable. Finally, it is understood and agreed that the execution of this Agreement and General Release is not an admission of liability on the part of either party.

This Agreement and General Release shall be governed in all respects, whether as to validity, construction, capacity, performance, or otherwise, by the laws of the Commonwealth of Pennsylvania, and no action involving this Agreement may be brought except in the state courts located in Chester County, Pennsylvania or the Federal District Court for the Eastern District of Pennsylvania.

If any provision of this Severance Agreement and General Release, or the application thereof, is held to be invalid, void or unenforceable for whatever reason, the remaining provisions not so declared shall nevertheless continue in full force and effect without being impaired in any manner whatsoever. If any party waives any provision of this Agreement, such waiver shall not affect any provision of the agreement not specifically waived.

INTENDING TO BE LEGALLY BOUND, I hereby set my hand and seal below:

Witnessed by: EMPLOYEE

______________________________ ____________________________

Matthew T. Mullarkey

DATED 0; DATED

______________________________ _____________________________

EX-10.4 5 exhibit104.htm CHANGE-IN-CONTROL AGREEMENT exhibit104.htm

Exhibit 10.4

CHANGE-IN-CONTROL AGREEMENT

THIS IS A CHANGE-IN-CONTROL AGREEMENT (the “Agreement”), dated as of July 28, 2008 (the “Effective Date”), between West Pharmaceutical, Services, Inc., a Pennsylvania corporation, (the “Company”) and Matthew T. Mullarkey (“Executive”).

Background

The Board of Directors of the Company and the Compensation Committee of the Board have determined that it is in the best interests of the Company and its shareholders for the Company to make the following arrangements with Executive. These arrangements provide for compensation in the event Executive should leave the employment of the Company under the circumstances described in this Agreement.

Agreement

In consideration of Executive’s assuming the position of Chief Operating Officer, and the mutual covenants and agreements herein, and intending to be legally bound, the Company and Executive agree as follows:

1.	Definitions. As used in this Agreement, the following terms will have the meanings set forth below:

(a)	An “Affiliate” of any Person means any Person directly or indirectly controlling, controlled by or under common control with such Person.

(b)

“Change in Control” means a change in control of a nature that would be required to be reported in response to Item 1 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 the Securities Exchange Act of 1934, as amended, (the “Act”), provided, that, 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,

is or becomes the “beneficial owner,” (as defined in Rule 13-d3 under the Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then 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 of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period; or

(iii)

The shareholders of the Company approve: (A) a plan of complete liquidation of the Company; or (B) an agreement for the sale or disposition of all or substantially all of the Company’s assets; or (C) a merger, consolidation, or reorganization of the Company with or involving any other corporation, other than a merger, consolidation, or reorganization (collectively, a “Transaction”), that would 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 Transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) outstanding immediately after the Transaction.

(c)	“Code” means the Internal Revenue Code of 1986, as amended.

(d)

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 Executive has have been actively involved.

(e)	“Constructive Termination” means the occurrence of any of the following events:

(i)	The Company requires Executive to assume any duties inconsistent with, or the Company makes a significant diminution or reduction in the nature or scope of Executive’s authority or duties from, those assigned to or held by Executive on the Effective Date;

(ii)	A material reduction in Executive’s annual salary or incentive compensation opportunities;

(iii)

A relocation of Executive’s site of employment to a location more than 50 miles from Executive’s site of employment on the Effective Date;

(iv)

The Company fails to provide Executive with substantially the same fringe benefits that were provided to Executive as of the Effective Date, or with a package of fringe benefits that, although one or more of such benefits may vary from those in effect as of the Effective Date, is substantially at least as beneficial to Executive in all material respects as such fringe benefits taken as a whole; or

(v)	A successor of the Company does not assume the Company’s obligations under this Agreement, expressly or as a matter of law.

Notwithstanding the foregoing, no Constructive Termination will be deemed to have occurred under any of the following circumstances:

(1)	Executive will have consented in writing or given a written waiver to the occurrence of any of the events enumerated in clauses (i) through (v) above;

(2)	Executive will have failed to give the Company written notice stating Executive’s intention to claim Constructive Termination and the basis for that claim at least 10 days in advance of the effective date of Executive’s resignation; or

(3)	The event constituting a Constructive Termination has been cured by the Company prior to the effective date of Executive’s resignation.

(f)	"Payment" means

(i)	any amount due or paid to Executive under this Agreement,

(ii)	any amount that is due or paid to 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 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 "parachute payments" received by Executive, including 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 Executive or (3) any contingent severance or other amounts that are payable to Executive.

(g)	"Person” means an individual, a corporation, a partnership, an association, a trust or other entity or organization.

(h)	"Regulations" means the proposed, temporary and final regulations under section 280G of Code or any successor provision thereto.

(i)	“Restrictive Period” means the period of time that commences on the Effective Date hereof and ends on the first anniversary of the Termination Date.

(j)	“Retirement Plan” means the West Pharmaceutical Services, Inc. Employees’ Retirement Plan and any successor plan thereto.

(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 defer taxation of compensation.

(l)	“Subsidiary” has the meaning ascribed to the term by section 425(f) of the Code.

(m)	“Termination Date” is the date on which Executive ceases to be employed by the Company or any of its Subsidiaries or Affiliates for any reason.

2.	Termination Following a Change in Control.

(a)	Executive will be entitled to the benefits specified in Section 3 (Benefits Payable Upon Termination of Employment) if,

(i)	at any time within two years after a Change in Control has occurred, Executive’s employment by the Company is terminated:

(1)	by the Company, other than by reason of death, disability, continuous willful misconduct to the detriment of the Company, or retirement at Executive’s normal retirement date under the Retirement Plan, or

(2)	as a result of Executive’s resignation at any time following Executive’s Constructive Termination; or

(ii)	Executive resigns for any reason within 30 days following the first anniversary of a Change in Control.

Except as otherwise set forth in Section 2(b), Executive will not be entitled to the benefits specified in Section 3 hereof if Executive’s employment terminates for any other reason or if, at any time thereafter, Executive is in breach of any of Executive’s obligations under this Agreement.

(b)	If the Company executes an agreement, the consummation of which would result in the occurrence of a Change in Control, then, with respect to a termination

(i)	by the Company, other than by reason of death, disability, continuous willful misconduct to the detriment of the Company, or retirement at Executive’s normal retirement date under the Retirement Plan, or

(ii)	as a result of Executive’s resignation at any time following Executive’s Constructive Termination occurring after the date of such agreement (and, if such agreement expires or is terminated prior to consummation, prior to the expiration or termination of such agreement),

a Change in Control shall be deemed to have occurred as of the date of the execution of such agreement and Executive will be entitled to the severance compensation specified in Section 3 hereof.

3.	Benefits Payable Upon Termination of Employment. Upon termination of employment as set forth in Section 2 (Termination Following a Change in Control), Executive will be entitled to the following benefits:

(a)	Severance Compensation. Executive will be entitled to severance compensation in an amount equal to three times the sum of

(i)	Executive’s highest annual base salary rate in effect during the year of the termination of Executive’s employment, plus

(ii) the aggregate amount of the annual bonuses paid or payable toExecutive for the three fiscal years immediately preceding aChange in Control divided by the number of fiscal years as towhich such bonuses were paid or payable;

provided, however, that if at any time before the third anniversary of the Termination Date, Executive either (x) elects retirement under the Retirement Plan, or (y) reaches normal retirement age under the Retirement Plan if Executive had remained employed by the Company, Executive’s severance compensation under this Section 3(a) will be reduced by an amount equal to the product obtained by multiplying such severance compensation by a fraction the numerator of which is the number of days elapsed from the Termination Date until the date on which either of the events described in clauses (x) or (y) first occurs, and the denominator of which is 1095.

The severance compensation paid hereunder will not be reduced to the extent of any other compensation for Executive’s services that Executive receives or is entitled to receive from any other employment consistent with the terms of this Agreement.

(b)	Equivalent of Vested Savings/Deferred Comp Plan Benefit. The Company will pay to Executive the difference, if any, between

(i)	the benefit Executive would be entitled to receive under the Savings/Deferred Comp Plan if the Company’s contributions to the Savings/Deferred Comp Plan were fully vested upon the termination of Executive’s employment, and

(ii)	the benefit Executive is entitled to receive under the terms of the Savings/Deferred Comp Plan upon termination of Executive’s employment.

Any such benefit will be payable at such time and in such manner as benefits are payable to Executive under the Savings/Deferred Comp Plan.

(c)

Unvested Equity Awards. All stock options, other equity-based awards and shares of the Company’s stock granted or awarded to Executive pursuant to any Company compensation or benefit plan or arrangement, but which are unvested, will vest immediately upon termination of Executive’s employment. The provisions of this Section 3(c) will supersede the terms of any such grant or award made to Executive under any such plan or arrangement to the extent there is an inconsistency between the two.

(d)

Employee and Executive Benefits. Executive will be entitled to a continuation of all hospital, major medical, medical, dental, life and other insurance benefits not otherwise addressed in this Agreement in the same manner and amount to which Executive was entitled on the date of a Change in Control or on the date of Constructive Termination of Executive’s employment (whichever benefits are more favorable to Executive) until the earlier of

(i)	a period of 36 months after termination of Executive’s employment,

(ii)	Executive’s retirement under the Retirement Plan, or

(iii)

Executive’s eligibility for similar benefits with a new employer.

Assistance in finding new employment will be made available to Executive by the Company if Executive so requests. Upon termination of Executive’s employment, Company cars must be returned to the Company.

4. 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 Executive shall be entitled to an additional payment (a "Gross-Up Payment") in an amount that will place Executive in the same after-tax economic position that Executive 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 4(c), all determinations required under this Section 4, 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 Executive) (the "Accounting Firm"), which shall provide detailed supporting calculations both to Executive and the Company within fifteen days of the Change in Control, the Termination Date or any other date reasonably requested by 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 Executive, the Company shall cause the Accounting Firm to provide Executive with an opinion that the Accounting Firm has substantial authority under the Code and Regulations not to report an Excise Tax on Executive's federal income tax return. Any determination by the Accounting Firm shall be binding upon Executive 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 Executive with respect to any Payment (hereinafter an "Underpayment"), the Company, after exhausting its remedies under Section 4(c) below, shall pay to Executive an additional Gross-Up Payment in respect of the Underpayment.

(c)

Timing of Payment. The Company shall pay to Executive the initial Gross-Up Payment or any required Underpayment (i) if the Executive 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 Executive’s termination of employment or (B) the fifth business day following the receipt by Executive and the Company of the Accounting Firm's determination, or (ii) if the Executive is not a “specified employee” within the meaning of Section 409A the fifth business day following the receipt by Executive 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 Executive’s taxable year following the taxable year in which the applicable Excise Tax is payable.

(d)

Procedures. Executive 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 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. Executive agrees not to pay the claim until the expiration of the thirty-day period following the date on which Executive 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 Executive in writing prior to the expiration of the Notice Period that it desires to contest the claim, 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 accepting legal representation with respect to such claim by an attorney reasonably selected by the Company and reasonably acceptable to 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. 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, 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 Executive to pay such claim and pursue a refund, the Company shall advance the amount of such payment to Executive 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 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. If the Company does not notify Executive in writing prior to the end of the Notice Period of its desire to contest the claim, the Company shall pay to Executive an additional Gross-Up Payment in respect of the excess parachute payments that are the subject of the claim, and Executive 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 4(d) and/or Section 4(f) shall be made on or before the end of the Executive’s taxable year following the taxable year in which any additional taxes are payable by the Executive or if no additional taxes are payable the Executive’s taxable year following the taxable year in which the audit or litigation is closed.

(e)

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

(f)

Further Assurances. The Company shall indemnify Executive and hold Executive harmless, on an after-tax basis, from any costs, expenses, penalties, fines, interest or other liabilities ("Losses") incurred by Executive with respect to the exercise by the Company of any of its rights under this Section 4, including any Losses related to the Company's decision to contest a claim or any imputed income to Executive resulting from any Advance or action taken on Executive's behalf by the Company hereunder. Subject to the last sentence of Section 4(d), the Company shall pay all legal fees and expenses incurred under this Section 4 and shall promptly reimburse Executive, or cause the Trust to reimburse Executive, for the reasonable expenses incurred by Executive in connection with any actions taken by the Company or required to be taken by Executive 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 4(b).

5. Payment of Severance Compensation.

The severance compensation set forth in Section 3 (a) will be payable in 36 equal monthly installments commencing on the first day of the month following the month in which Executive’s employment terminates. Notwithstanding the foregoing, in the event that the Executive is a “specified employee” within the meaning of Code section 409A, the first six 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 Executive’s termination of employment and all remaining monthly installments shall be paid monthly.

Non-Disclosure and Confidentiality. In addition to the covenants contained herein, and as additional consideration, Executive agrees that he will execute and comply with the terms of the Confidentiality Agreement with West Pharmaceutical Services, Inc. and its Subsidiaries attached hereto as Exhibit A.

7.	Legal Fees. The Company will pay all legal fees and expenses which Executive may incur as a result of the Company’s contesting the validity or enforceability of this Agreement.

Payments Final. In the event of a termination of Executive’s employment under the circumstances described in this Agreement, the arrangements provided for by this Agreement, and any other agreement between the Company and Executive in effect at that time and by any other applicable plan of the Company in which Executive then participates, will constitute the entire obligation of the Company to Executive, and performance of that obligation will constitute full settlement of any claim that Executive might otherwise assert against the Company on account of such termination. The Company’s obligation to pay Executive under this Agreement will be absolute and unconditional and will not be affected by any circumstance, including any set-off, counterclaim, defense or other rights the Company may have against Executive or anyone else as long as Executive is not in beach of Executive’s obligations under this Agreement.

9. Non-Competition.

(a)	During the Restrictive Period, Executive will not, and will not permit any of Executive’s Affiliates, or any other Person, directly or indirectly, to:

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)

iv)	approach, solicit or deal with in competition with the Company or any Subsidiary 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 Executive had personal contact on behalf of the Company or any Subsidiary; or

(3)	was a Person with whom 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).

(c)	For the avoidance of doubt, Executive agrees that the phrase “Person engaged in competition with the Company’s Business” as used in this Section includes, the companies listed on Exhibit B to this Agreement, and their Affiliates and Subsidiaries.

10.

Vesting in the Event of a Change in Control. In the event of a Change in Control, all stock options, equity-based awards and shares of the Company's stock granted or awarded to Executive pursuant to any Company compensation or benefit plan or arrangement, but which are unvested at that time, will vest immediately upon such Change in Control. The provisions of this Section 10 will supersede the terms of any such grant or award made to Executive under any such plan or arrangement to the extent there is an inconsistency between the two.

11.	Duration of Agreement. This Agreement shall commence on the Effective Date and shall continue until terminated as provided in this Section. This Agreement may be terminated only under the following circumstances:

(i)	At any time by the mutual written consent of Executive and the Company; and

(ii)

By the Company at the end of each successive two-year periods commencing on the date of this Agreement by giving Executive written notice at least one year in advance of such termination, except that such termination and written notice will not be effective unless Executive will be employed by the Company on the Termination Date.

12. Miscellaneous.

(a)

In consideration for the benefit of having the protection afforded by this Agreement, Executive agrees that the provisions of Section 6 (Non-Disclosure and Confidentiality) and Section 9 (Non-Competition) of this Agreement apply to Executive, and Executive will be bound by them, whether or not a Change in Control occurs or Executive actually receives the benefits specified in Section 3 hereof.

(b)	This Agreement will be binding upon and inure to the benefit of Executive, Executive’s personal representatives and heirs and the Company and any successor of the Company, but neither this Agreement nor any rights arising hereunder may be assigned or pledged by Executive.

(c)

Executive acknowledges that a breach of the covenants contained in Section 6 (Non-Disclosure and Confidentiality) and Section 9 (Non-Competition) will cause the Company immediate and irreparable harm for which the Company’s remedies 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 Sections. The Company may contact any Person with or for whom Executive works after Executive’s employment by the Company ends and may send that Person a copy of this Agreement.

(d)

(e)	This Agreement will be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania.

(f)	This Agreement constitutes the entire agreement and understanding between the Company and Executive with respect to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings between the Company and Executive with respect to such matters.

(g)	This Agreement may be executed in one or more counterparts, which together shall constitute a single agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.

WEST PHARMACEUTICAL SERVICES, INC.

/s/ M. Mullarkey By: /s/ D. E. Morel

Matthew T. Mullarkey Donald E. Morel, Jr. Ph.D.

Chief Executive Officer

EXHIBIT A

Confidentiality Agreement With

West Pharmaceutical Services, Inc. and Subsidiaries

_________________________________________

In consideration of my employment by West Pharmaceutical Services, Incorporated, The Tech Group or any of each of their subsidiaries or affiliates (the “Company”), and intending to be legally bound, I, Matthew T. Mullarkey, agree as follows:

1. INVENTIONS COMPANY PROPERTY. In this Agreement the term “Inventions” includes inventions, ideas, techniques, methods, developments, improvements and all other forms of intellectual property. All rights in Inventions which I conceive, make or obtain either alone or with others during my employment by the Company (both before and after the date of this Agreement) and within six months after my employment ends, are and shall be the property of the Company except as set forth in Section 2 of this Agreement.

2. INVENTIONS EXCLUDED. This Agreement does not apply to Inventions which the Company determines in its sole discretion to be unrelated to any matter of actual or potential interest to the Company unless they are conceived, made or obtained in the course of my employment or with the use of the time, material or facilities of the Company. This agreement also does not apply to Inventions conceived, made or obtained by me before my employment by the Company. As a matter of record, I include at the end of this Agreement a list of such prior Inventions.

3. DISCLOSURE AND PROTECTION OF INVENTIONS. I will make full and prompt disclosure to the Company of all Inventions which are defined by Section 1 to be the Company’s property. At the Company’s request and expense but without additional compensation to me, I will at any time take such actions as the Company reasonably considers necessary to obtain or preserve the Company’s rights in such Inventions. These actions may include, but are not necessarily limited to, signing and delivering applications, assignments and other papers and testifying in legal proceedings.

4. CONFIDENTIAL INFORMATION. I will not, during or after my employment with the Company, use for myself or others, or disclose to others, any formulae, trade secrets, know-how, Inventions which are the Company’s property, data provided to the Company by clients, customers, or licensors, including Inventions owned by Third Parties (as defined below), or other confidential matters of the Company or its affiliates unless authorized in writing to do so by the Company. I understand that (a) the Company keeps these matters confidential and secret, (b) these confidential matters would be of great value to competitors, and (c) if these confidential matters were known to the Company’s competitor’s, the Company would be harmed. As used in this agreement, “confidential matters of the Company” includes all information of a technical, commercial or other nature and any other information not made available to the general public, including, but not limited to information covered by a confidentiality agreement.

5. THIRD PARTIES. You understand that, in dealing with existing and potential customers, clients, licensees, licensors, suppliers, contracting parties and other third parties with which the Company has business relations or potential business relations (“Third Parties”), the Company frequently receives confidential and proprietary information and materials from these Third Parties subject to the Company's understanding that the Company will maintain the confidentiality of such information and the Company requires its employees and consultants to do so. You agree to treat all such information and materials as confidential information subject to this Agreement.

6. PAPERS. All correspondence, memoranda, notes, records, reports, drawings, lists, photographs, plans and other papers and items received or made by me in connection with my employment with the Company shall be the property of the Company. I will deliver all copies of such materials to the Company upon request of the Company and, even if it does not request, when my employment by the Company ends.

7. ENFORCEMENT. I acknowledge that a breach of this agreement will cause the Company immediate and irreparable harm for which the Company’s remedies 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 this Agreement. Should any provision of this agreement be adjudged to any extent invalid by any competent tribunal, that provision would be deemed modified to the extent necessary to make it enforceable. The Company may contact any person with or for whom I work after my employment by the Company ends and may send that person a copy of this agreement. If suit is brought to enforce this Agreement, the party which substantially prevails on the merits is entitled to recover as an element of costs of suit, and not as damages, reasonable attorneys' fees and expenses and all expert witnesses' fees and expenses incurred by the prevailing party.

8. BINDING EFFECT; SEVERABILITY. My undertakings hereunder will bind me and my heirs and legal representatives regardless of (a) the duration of my employment by the Company, (b) any change in my duties or the nature of my employment, (c) the reasons for manner of termination of my employment, and (d) the amount of my compensation. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision hereof.

9. MISCELLANEOUS. This agreement (a) shall in no way bind me or the Company to a specific term of employment, (b) supersede any prior understandings and constitutes the entire understanding between the Company and me about the subject matter covered by this agreement, (c) may be modified or varied only in writing signed by the Company and me, (d) will inure to the benefit of the successors and assigns of the Company, and (e) will be governed by Pennsylvania law.

MATTHEW T. MULLARKEY

/s/ M. Mullarkey

Dated: July 28, 2008

List below or on a separate page all previous Inventions referred to in Section 3 above (if none please so indicate).

US Patents and Applications for three versions of armoring systems including Affixable Armor Tiles, Mounting Systems, and Explosively Formed Projectile Defeat Systems.

EXHIBIT B

Companies Engaged in Competition with the Company

3-M Drug Delivery Systems Division

AAI Development Services

ABC Laboratories, Inc.

Akron Rubber Development Laboratory, Inc.

American Stelmi Corporation (Stelmi)

B. Braun Medical Inc.

Baxa Corporation

Baxter International Inc.

Becton, Dickinson and Company (BD)

Bioject Medical Technologies Inc.

Bioscreen Testing Services, Inc.

Bodycote Materials Testing, Inc.

Cardinal Health Pharmaceutical Development

Cardinal Health, Inc./ALARIS Medical Systems

Carmel Pharma, Inc.

Catalent Pharma Solutions, Inc.

Chemic Laboratories, Inc

Chemir Analytical Services

Ciba Specialty Chemicals Corp.

Citech

CODAN US Corporation

Columbia Analytical Services, Inc.

Cyanta Analytical Laboratories (subsidiary of Chemir)

Duoject Medical Systems Inc (Canada Company)

Fisher Clinical Services (part of Thermo Fisher Scientific, Inc)

Galbraith Laboratories, Inc.

Gerresheimer Glass, Inc.

Halkey-Roberts Corporation

Helvoet Pharma USA

Hospira, Inc.

ICU Medical, Inc.

Intertek/Quantitative Technologies Inc (QTI)

Irvine Pharmaceutical Services, Inc.

Itran-Tompkins Rubber Corporation

Kokoku Rubber, Inc.

Lancaster Laboratories, Inc. (acquired by Fisher )

Lexington Rubber Group, Inc.

Maptech

Medi-Dose, Inc./ EPS, Inc.

Metrics, Inc.

Microbac Laboratories, Inc.

Nektar Therapeutics

Nelson Laboratories, Inc.

North American Science Associates, Inc (NAMSA)

Pharmalytica Services, LLC

Polymer Solutions Incorporated

PPD Incorporated

Quality Control Laboratory (QC Lab)

Radius (A Nypro Company)

RJ Lee Group, Inc.

SCHOTT North America, Inc.

SGS Northview Laboratories

Sterigenics International, Inc. (SteriPro Labs)

Synomics Pharmaceutical Services LLC

The Plasticoid Company

Toxikon Corporation

Whitehouse Analytical Laboratories, LLC

EX-99.1 6 exhibit991.htm WPS PRESS RELEASE COO exhibit991.htm

; Exhibit 99.1

West Appoints Chief Operating Officer

LIONVILLE, Pa., July 28 /PRNewswire-FirstCall/ -- West Pharmaceutical Services, Inc. (NYSE: WST) today announced the appointment of Matthew T. Mullarkey to the position of Chief Operating Officer. Mr. Mullarkey , 46, was previously Chief Executive Officer and President of Impact Materials Group of Cleveland, OH, a privately owned engineered materials business. He succeeds Steve Ellers, 57, West's current Chief Operating Officer, who will remain President of the Company through a transition period and his planned retirement in 2010. The transfer of management responsibilities will commence immediately.

"I am very pleased to find an executive of Matt's caliber for this critical position and to be able to afford him the opportunity to benefit from Steve's extensive experience during the transition period," said Donald E. Morel, Jr., Ph.D., West's Chairman and Chief Executive Officer. "His management of multi-national operations in different industries, including healthcare and rubber manufacturing, and incorporating new product, process and information technologies should fit in very well with our global operations and strategic objectives."

Prior to joining Impact Materials Group, Mr. Mullarkey worked in senior executive and consulting capacities, including most recently as Group Vice President, Global Operations at Invacare Corporation, a multi-national manufacturer and distributor of home medical equipment and disposables, and at Delco Remy International, Inc., a multi-national automotive original equipment manufacturer, Cambridge Management Consulting and Michelin Tire Group. He is an engineering graduate of the United States Military Academy and holds an MS in systems management and an MBA.

"Steve Ellers has a broad knowledge base to share with Matt and will transfer responsibility for the Company's several business units to him over the next two quarters," said Dr. Morel. "Steve's contributions have been invaluable during his tenure as head of operations, a period of tremendous growth and profitability for West. His leadership in seeing that this transition goes as smoothly as possible is another example of his continuing commitment to the Company, its employees and customers."

Mr. Ellers joined West in 1983 as an analyst in international operations and held senior management positions in operations, sales and finance prior to becoming Chief Operating Officer and President in 2005.

About West

West is a global manufacturer of components and systems for injectable drug delivery, including stoppers and seals for vials, and closures and disposable components used in syringe, IV and blood collection systems. The Company also provides products with application to the personal care, food and beverage markets. Headquartered in Lionville, Pennsylvania, West supports its partners and customers from 50 locations throughout North America, South America, Europe, Mexico, Japan, Asia and Australia. For more information, visit West at www.westpharma.com.

Contacts: Investors and Financial Media:

West FD

Michael A. Anderson Evan Smith / Theresa Kelleher

Vice President and Treasurer (212) 850-5600

(610) 594-3345 wst@fd.com

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