Exhibit 10.56
AMENDMENT
TO
CONTINGENT PERFORMANCE SHARE AGREEMENT
This is an amendment, effective as of October 14, 1998, to the RJR Nabisco
Holdings Corp. 1990 Long Term Incentive Plan Contingent Performance Share
Agreement (the "Agreement") dated December 5, 1995 between RJR Nabisco Holdings
Corp., a Delaware corporation ("Holdings") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
("Executive").
In order to enable Holdings to maintain effective incentives to the
performance of Executive, it is agreed by and between the parties as follows:
a) The first sentence of Section 2 of the Agreement shall be amended to
read as follows:
For the six-year performance period commencing on December 31, 1995
and ending December 31, 2001 (the "Performance Period"), the
Committee has determined that the Performance Objective shall be the
following: the average composite closing price of Common Stock of the
Company must equal or exceed $43.75 for any period of 30 consecutive
calendar days during the Performance Period as reported in the Wall
Street Journal for days that Common Stock of the Company is traded on
the New York Stock Exchange.
b) The first sentence of Section 3 of the Agreement shall be amended to
read as follows:
Should the Performance Objective be achieved during the Performance
Period either before or after a Change of Control (as defined in the
Plan), the Contingent Performance Shares shall vest completely and
shall be payable to Grantee, if he is actively employed on December
31, 2001, as soon as practicable after December 31, 2001.
RJR NABISCO HOLDINGS CORP.
By:
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