EX-10 4 wp-exhibit_10g1.txt CHANGE-IN-CONTROL [WEST PHARMACEUTICAL LOGO OMITTED] Exhibit (10)(g)(1) ------------------ AMENDMENT #1 TO CHANGE-IN-CONTROL AGREEMENT ------------------------------------------- THIS IS AMENDMENT #1 TO CHANGE-IN-CONTROL AGREEMENT (the "Agreement"), dated as of May 1, 2001, between West Pharmaceutical Services, Inc., a Pennsylvania corporation, (the "Company") and LINDA R. ALTEMUS ("Executive"). BACKGROUND ---------- The Company and Executive are parties to a Change-in-Control Agreement, dated as of July 5, 2000 (the "Change-in-Control Agreement"). The Company desires to amend the Change-in-Control Agreement to change the method of calculating the amount of severance compensation payable to Executive upon Executive's termination pursuant to a Change in Control (as defined in the Change-in-Control Agreement) and the Executive agrees to accept such amendment. AGREEMENT --------- Intending to be legally bound, the parties agree as follows: 1. Effective as of the date of this Agreement, clause (ii) of Section 3 (a) (Benefits Payable Upon Termination of Employment) of the Change-in-Control ----------------------------------------------- Agreement is deleted in its entirety and replaced with the following: "(ii) the aggregate amount of the annual bonuses paid or payable to Executive for the three fiscal years immediately preceding a Change in Control divided by the number of fiscal years as to which such bonuses were paid or payable;" 2. Except as otherwise set forth in Paragraph 1 of this Agreement, the Change-in-Control Agreement shall remain in full force and effect in accordance with its terms. 3. This Agreement may be executed in one or more counterparts, which together shall constitute a single agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. WEST PHARMACEUTICAL SERVICES, INC. /s/ Linda R. Altemus By: /s/ William G. Little ---------------------------- ------------------------------ Linda R. Altemus William G. Little, Chairman of the Board and Chief Executive Officer