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Exhibit 10.6 (c)
AMENDMENT to the
MANAGEMENT INCENTIVE COMPENSATION PLAN
for IMCERA GROUP INC.
and
FISCAL 2000 MANAGEMENT INCENTIVE COMPENSATION PLAN
of
MALLINCKRODT INC.
The Management Incentive Compensation Plan for IMCERA Group, Inc.,
previously amended as of April 19, 1996 (the "IMCERA Group Plan") and the
Mallinckrodt Inc. FISCAL 2000 Management Incentive Compensation Plan (the
"Fiscal 2000 Plan"), is hereby amended, effective as of June 15, 2000, as set
forth below.
Capitalized terms used herein without definition shall have the
respective meanings set forth in the IMCERA Group Plan.
1. Section 4 of IMCERA Group Plan. Target Incentive Awards.
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Section 4 of the IMCERA Group Plan shall be amended by adding the
following at the end of the Section:
"Notwithstanding the foregoing or any other provision hereof, all
Target Awards for the fiscal year beginning July 1, 1999 ("Fiscal 2000")
shall be indexed against changes in the Company's common stock price from
the beginning to the end of Fiscal 2000 as determined in the following
manner: the amount of any Target Award to be used in determining the amount
payable to a participant hereunder shall be increased or reduced, as
appropriate, by the percentage change in the Company's common stock price
calculated by comparing $27.50 (representing the closing price of the
Company's common stock, as reflected on the New York Stock Exchange
Composite transactions tape ("NYSE Tape") on June 15, 2000) (the "Fiscal
2000 Price") against the average of the high and low price of the Company's
common stock, as reflected on the NYSE Tape, during the last fifteen (15)
New York Stock Exchange trading days of the fiscal year beginning July 1,
1998." Notwithstanding the foregoing, in the event a Change in Control
occurs during the Company's Fiscal 2000 or during the Company's fiscal year
beginning July 1, 2000 as a result of negotiations which commenced during
Fiscal 2000 (a "Qualifying Change of Control") then the Fiscal 2000 Price
shall be deemed to be the greater of (x) $27.50 and (y) the Change of
Control Price (as defined below).
"Change of Control Price" shall mean the amount of consideration
per share paid to the Company's shareholders in connection with the Change
in Control. If the consideration paid to the Company's shareholders in
connection with the Change of Control consists in whole or in part of other
securities or other property or assets then the value of such securities or
other property or assets shall be the fair market value of such securities
or other property or assets as determined on the day prior to the
consummation of the Change in Control. If such securities are publicly
traded securities of another corporation ("Acquiror Stock") the fair market
value of such securities shall be the volume-weighted average of the per
share selling price of Acquiror Stock for the five consecutive trading days
ending on the second trading day prior to the consummation of the Change of
Control (the "Trading Period") on the Composite Tape of the principal
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national securities exchange on which such shares of Acquiror Stock are
listed or, if no Composite Tape exists for such national securities
exchange on such date, then on the principal national securities exchange
on which such shares are listed or admitted to trading, or if such shares
are not listed or admitted on a national securities exchange, then by the
average arithmetic means of the per share closing bid price and per share
closing asked price of such share of Acquiror Stock during the Trading
Period as quoted on the National Associate of Securities Dealers Automated
Quotation system (or such market in which such prices are regularly
quoted). If such securities are not publicly traded securities or if the
consideration paid is other property or assets, then the fair market value
of such securities, other property or assets shall be as determined by the
Board of Directors in good faith in consideration of all relevant factors,
including any recent trading price of the Company's common stock, and based
upon the advice of the investment bank or other third party financial
expert assisting the Company for purposes of evaluating the Change of
Control transaction.
In the event an incentive award is paid to a participant hereunder
prior to the consummation of a Qualifying Change of Control and a
Qualifying Change of Control subsequently occurs, then the amount of the
participant's Target Award shall be recalculated based upon the Change of
Control Price and if the amount of the Target Award, as recalculated, is
greater, the participant shall be entitled to a supplemental payment
hereunder based upon such recalculated Target Award. Any such supplemental
payment shall be paid to the participant in cash within 30 days following
the consummation of a Qualifying Change of Control."
2. Section 11 of IMCERA Group Plan. Change in Control.
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(a) The definition of "Good Reason" set forth in Section 11(b) of the
IMCERA Group Plan is amended by deleting the last sentence thereof which
currently reads "The participant must notify the Company of an event
constituting Good Reason within ninety days following his knowledge of its
existence or such event shall not constitute Good Reason under the Plan."
(b) The definition of "Cause" set forth in Section 11(c) of the
IMCERA Group Plan is amended to include the phrase "which remains uncured for a
period of ten (10) days" immediately following the parenthetical "(other than
any failure due to physical or mental incapacity)".
3. Fiscal 2000 Plan
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(a) Recognizing that Mallinckrodt Inc. intended to operate, and has
been operating, the Fiscal 2000 Plan as part of the IMCERA Group Plan, for the
avoidance of doubt, (i) the provisions of Section 11 of the IMCERA Group Plan
relating to "Change in Control", as amended hereby and (ii) the provisions of
Section 4 of the IMCERA Group Plan, as amended hereby, are in each case hereby
incorporated by reference into the Fiscal 2000 Plan. In the event of any
inconsistency between the provisions of the Fiscal 2000 Plan and the provisions
hereby incorporated therein by reference, the provisions incorporated therein by
reference shall apply.
4. The validity, interpretation, and enforcement of this amendment
shall be governed by the law of the State of New York. The invalidity or
unenforceabililty of any provision of this amendment shall not affect the
validity or enforceabililty of any other provision of this amendment or of the
Plan, as amended hereby, which other provisions shall remain in full force and
effect.
