Executive the Severance Payments and the other payments and benefits described herein. Except asprovided in Section 9.1 hereof, no Severance Payments shall be payable under this Agreement unlessthere has been (or, under the terms of the second sentence of Section 6.1 hereof, there shall bedeemed to have been) a termination of the Executive’s employment with the Company following aChange in Control and during the Term. This Agreement shall not be construed as creating anexpress or implied contract of employment and, except as otherwise agreed in writing between theExecutive and the Company, the Executive shall not have any right to be retained in the employ ofthe Company.     4. The Executive’s Covenants. The Executive agrees that, subject to the terms andconditions of this Agreement, in the event of a Potential Change in Control during the Term, theExecutive intends to remain in the employ of the Company until there occurs a Change in Control.     5. Compensation Other Than Severance Payments.     5.1 Following a Change in Control and during the Term, during any period that the Executivefails to perform the Executive’s full-time duties with the Company as a result of incapacity due tophysical or mental illness, the Company shall pay the Executive’s full salary to the Executive atthe rate in effect at the commencement of any such period, together with all compensation andbenefits payable to the Executive under the terms of any compensation or benefit plan, program orarrangement maintained by the Company during such period, until the Executive’s employment isterminated by the Company for Disability.     5.2 If the Executive’s employment shall be terminated for any reason following a Change inControl and during the Term, the Company shall pay the Executive’s full salary to the Executivethrough the Date of Termination at the rate in effect immediately prior to the Date of Termination(without giving effect to any reduction in base salary, which reduction constitutes an event ofGood Reason) or, if higher, the rate in effect immediately prior to the Change in Control, togetherwith all compensation and benefits payable to the Executive through the Date of Termination underthe terms of the Company’s compensation and benefit plans, programs or arrangements as in effectimmediately prior to the Date of Termination (without giving effect to any reduction incompensation or benefits, which reduction constitutes an event of Good Reason) or, if morefavorable to the Executive, as in effect immediately prior to the Change in Control.     5.3 If the Executive’s employment shall be terminated for any reason following a Change inControl and during the Term, the Company shall pay to the Executive the Executive’s normalpost-termination compensation and benefits as such payments become due. Such post-terminationcompensation and benefits shall be determined under, and (except as otherwise provided herein) paidin accordance with, the Company’s retirement, insurance, and other compensation or benefit plans,programs and arrangements as in effect immediately prior to the Date of Termination (without givingeffect to any adverse change in such plans, program and arrangements, which adverse changeconstitutes an event of Good Reason) or, if more favorable to the Executive, as in effectimmediately prior to the Change in Control. To the extent any such compensation or benefit is areimbursement or in-kind benefit plan described in Treasury Regulation 1.409A-3(i)(1)(iv), suchcompensation or benefit may only be provided if (i) the plan under which such compensation orbenefit is provided sets forth an objectively determinable nondiscretionary definition of theexpenses eligible for reimbursement or of the in-kind benefit to be provided, (ii) the planprovides for the reimbursement of expenses incurred or the provision
 

 
of the in-kind benefit during an objectively and specifically prescribed period (which mayinclude the lifetime of the Executive), (iii) the plan provides that the amount of expenseseligible for reimbursement, or in-kind benefits provided, during a particular calendar year may notaffect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any othertaxable year, (iv) the reimbursement of any eligible expense is made on or before the last day ofthe calendar year following the calendar year in which the expense was incurred, and (v) the rightto reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.To the extent any compensation or benefit provided hereunder is not a reimbursement or in-kindbenefit, it shall only be provided to the extent, and at the times, permitted under Section 409A ofthe Code. Company and Executive agree that (i) the provision of the disability, accident, andhealth insurance benefits set forth in section 6.1(B) of this Agreement for the period endingeighteen (18) months after the Executive’s Separation from Service and (ii) the provision of thelife insurance benefits set forth in Section 6.1(B) of this Agreement, to the extent the cost ofsuch life insurance does not exceed the applicable dollar amount set forth in Section 402(g)(1)(B)of the Code, do not constitute a deferral of compensation under Section 409A pursuant to TreasuryRegulation section 1.409A-1(b)(9)(v)(B) and accordingly may be provided during the six-month periodfollowing the Executive’s Separation from Service. However, with respect to (i) the cost of anylife insurance benefit that exceeds the applicable dollar amount set forth in Section 402(g)(1)(B)of the Code or (ii) any other benefit set forth on Schedule A hereto that constitutes a deferral ofcompensation for purposes of Section 409A, (A) such benefits will only be provided if the Executivehas incurred a Separation from Service, (B) such benefits will not be provided during the six-monthperiod following the Executive’s Separation from Service, and (C) to the extent such benefits arenot provided pursuant to clause (B) hereof, the benefits not provided during such six-month periodshall be provided to the Executive on the first day of the seventh month following such Separationfrom Service.     6. Severance Payments.     6.1 Subject to Section 6.2 hereof, if (i) the Executive’s employment is terminated followinga Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason ofdeath, Disability or Retirement, or (C) by the Executive without Good Reason, then the Companyshall pay the Executive the amounts, and provide the Executive the benefits, described in thisSection 6.1 (“Severance Payments”) and Section 6.2, in addition to any payments and benefits towhich the Executive is entitled under Section 5 hereof. For purposes of this Agreement, theExecutive’s employment shall be deemed to have been terminated following a Change in Control by theCompany without Cause or by the Executive with Good Reason, if (i) the Executive’s employment isterminated by the Company without Cause after the occurrence of a Potential Change in Control andprior to a Change in Control (whether or not a Change in Control ever occurs) and such terminationwas at the request or direction of a Person who has entered into an agreement with the Company theconsummation of which would constitute a Change in Control or (ii) the Executive terminates hisemployment for Good Reason after the occurrence of a Potential Change in Control and prior to aChange in Control (whether or not a Change in Control ever occurs) and the circumstance or eventwhich constitutes Good Reason occurs at the request or direction of such Person.     (A) In lieu of any further salary payments to the Executive for periods subsequent to theDate of Termination and in lieu of any severance benefit otherwise payable to the Executive, theCompany shall pay to the Executive a lump sum severance payment, in cash,
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equal to        [ ] (or, if less, the number of full and partial years between theDate of Termination and the Executive’s scheduled date of Retirement) times the sum of (i) theExecutive’s base annual salary as in effect immediately prior to the Date of Termination (withoutgiving effect to any reduction in base annual salary, which reduction constitutes an event of GoodReason) or, if higher, in effect immediately prior to the Change in Control, and (ii) the higher of(A) the average annual bonus earned by the Executive pursuant to the annual bonus or incentive planmaintained by the Company in respect of the three fiscal years ending immediately prior to thefiscal year in which occurs the Date of Termination (without giving effect to any reduction inbonus caused by an adverse change in the Executive’s bonus plan participation, which adverseconstitutes an event of Good Reason) or, if higher, immediately prior to the fiscal year in whichoccurs the Change in Control or (B) the Executive’s target annual bonus for the fiscal year inwhich occurs the Date of Termination (without giving effect to any reduction in bonus caused by anadverse change in the Executive’s bonus plan participation, which adverse change constitutes anevent of Good Reason) or, if higher, the fiscal year in which occurs the Change in Control.     (B) For the                      [ ] month period (or, if less, the number ofmonths between the Date of Termination and the Executive’s scheduled date of Retirement)immediately following the Date of Termination, the Company shall arrange to provide the Executiveand his dependents with life, disability, accident and health insurance benefits substantiallysimilar to those provided to the Executive and his dependents immediately prior to the Date ofTermination (without giving effect to any reduction in benefits, which reduction constitutes anevent of Good Reason) or, if more favorable to the Executive, those provided to the Executive andhis dependents immediately prior to the Change in Control, at no greater cost to the Executive thanthe cost to the Executive immediately prior to such date; provided, however, that, unless theExecutive consents to a different method (after taking into account the effect of such method onthe calculation of “parachute payments” pursuant to Section 6.2 hereof), such health insurancebenefits shall be provided through a third-party insurer. Benefits otherwise receivable by theExecutive pursuant to this Section 6.1 (B) shall be reduced to the extent benefits of the same typeare received by or made available to the Executive during the                      [ ] (or,if less, the number of months between the Date of Termination and the Executive’s scheduled date ofRetirement) month period following the Executive’s termination of employment (and any such benefitsreceived by or made available to the Executive shall be reported to the Company by the Executive);provided, however, that the Company shall reimburse the Executive for the excess, if any, of thecost of such benefits to the Executive over such cost immediately prior to the Date of Terminationor, if more favorable to the Executive, the date on which the Change in Control occurs. If theSeverance Payments shall be decreased pursuant to Section 6.2 hereof, and the Section 6.1(B)benefits which remain payable after the application of Section 6.2 hereof are thereafter reducedpursuant to the immediately preceding sentence, the Company shall, no later than five (5) businessdays following such reduction, pay to the Executive the least of (a) the amount of the decreasemade in the Severance Payments pursuant to Section 6.2 hereof, (b) the amount of the subsequentreduction in these Section 6.1(B) benefits, or (c) the maximum amount which can be paid to theExecutive without being, or causing any other payment to be, nondeductible by reason of section280G of the Code.     In the event the Executive receives health insurance benefits during the                     [ ] month period following the Date of Termination pursuant to the foregoing provisions ofthis Section 6.1(B), the Executive and his or her dependents shall continue to be
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eligible for healthinsurance benefits for up to an additional sixty (60) months, provided however, that nobenefits will be provided (i) if health insurance benefits are available to the Executive throughanother employer during such period, or (ii) after the insured individual reaches age 65. Suchhealth insurance benefits shall be substantially similar to, and have no greater cost to theExecutive than those in effect for the                      [ ] month period following theDate of Termination.     Any benefits provided pursuant to this Section 6.1(B) in any one taxable year will not affectthe amount of benefits to be provided in any other taxable year and no such benefits may beliquidated or exchanged for any other benefit. In the event any such benefits constitutereimbursement for expenses, such reimbursement must be made before the end of the calendar yearfollowing the calendar year in which the expense was incurred. In the event any such benefitsconstitute a deferral of compensation under Section 409A of the Code, such benefits will only beprovided if the Executive has incurred a Separation from Service.     (C) Notwithstanding any provision of any annual incentive plan to the contrary, the Companyshall pay to the Executive a lump sum amount, in cash, equal to the product of (i) the target bonusto which the Executive would have been entitled under the Company’s annual incentive plan inrespect of the year in which the Date of Termination occurs and (ii) a fraction, the numerator ofwhich shall be the number of months (including fractions thereof) from the first day of the fiscalyear during which the Date of Termination occurs to the Date of Termination, and the denominator ofwhich shall be twelve (12); provided, however, that if the Date of Termination occurs during thesame year as the Change in Control, the payment under this Section 6.1(C) shall be offset by anypayments received under the Company’s annual incentive plan in connection with such Change inControl.     (D) In addition to the retirement benefits to which the Executive is entitled under eachPension Plan or any successor plan thereto, the Company shall pay the Executive a lump sum amount,in cash, equal to the sum of (i) the contributions that would have been made by the Company to theExecutive’s account in the Cooper Retirement Savings and Stock Ownership Plan; and (ii) thepay-related credits that would have been made to the Executive’s account in the Cooper SupplementalExecutive Retirement Plan (the plans referred to in subsections (i) and (ii) hereof, “The Plans”),in each case, during the                      [ ] month (or, if less, the number ofmonths between the Date of Termination and the Executive’s scheduled date of Retirement) periodimmediately following the Executive’s Date of Termination based upon: (1) the terms and provisionsof The Plans as in effect immediately prior to the Change in Control; (2) the lump sum payment setforth in Section 6.1(A) hereof, which lump sum shall be deemed to have been earned ratably oversuch period; and (3) the assumption that the Executive was making the maximum allowable pre-taxcontributions under The Plans during such period.     (E) The Company shall provide the Executive with outplacement services suitable to theExecutive’s position for a period of one year or, if earlier, until the first acceptance by theExecutive of an offer of employment.     (F) Cooper shall continue to maintain officers’ indemnification insurance for the Executivefor a period of five years following the Date of Termination, the terms and conditions of whichshall be no less favorable than the terms and conditions of the officers’ indemnification
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insurancemaintained by Cooper for the Executive immediately prior to the date on which the Change in Controloccurs.     (G) No payment will be made pursuant to this Section 6.1 unless Executive has incurred aSeparation from Service, and the aggregate amount of payments payable pursuant to this Section 6.1constituting a deferral of compensation (for purposes of Section 409A of the Code) that areprovided in the six-month period following such Separation from Service shall not exceed the amountset forth in Treasury Regulation §1.409A-1(b)(9)(iii)(A). To the extent the aggregate amount ofsuch payments would exceed such amount, such excess shall be deferred until the first day of theseventh month following such Separation from Service. If any payments (or portion thereof) arerequired to be deferred pursuant to the preceding sentence, the order of deferred payments shall bethe payments specified in paragraphs (E), (D), (C), and (A) respectively.     6.2 (A) Whether or not the Executive becomes entitled to the Severance Payments, if anypayment or benefit received or to be received by the Executive in connection with a Change inControl or the termination of the Executive’s employment (whether pursuant to the terms of thisAgreement or any other plan, arrangement or agreement with the Company, any Person whose actionsresult in a Change in Control or any Person affiliated with the Company or such Person) (all suchpayments and benefits, including the Severance Payments, being hereinafter called “Total Payments”)will be subject (in whole or part) to the Excise Tax, then, subject to the provisions of subsection(B) of this Section 6.2, the Company shall pay to the Executive an additional amount (the “Gross-UpPayment”) such that the net amount retained by the Executive, after deduction of any Excise Tax onthe Total Payments and any federal, state and local income and employment taxes and Excise Tax uponthe Gross-Up Payment, shall be equal to the Total Payments. For purposes of determining the amountof the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highestmarginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is tobe made and state and local income taxes at the highest marginal rate of taxation in the state andlocality of the Executive’s residence on the Date of Termination (or if there is no Date ofTermination, then the date on which the Gross-Up Payment is calculated for purposes of this Section6.2), net of the maximum reduction in federal income tax which could be obtained from deduction ofsuch state and local taxes.     (B) In the event that the amount of the Total Payments does not exceed 110% of the largestamount that would result in no portion of the Total Payments being subject to the Excise Tax (the“Safe Harbor”), then subsection (A) of this Section 6.2 shall not apply and the noncash SeverancePayments shall first be reduced (if necessary, to zero), and the cash Severance Benefits shallthereafter be reduced (if necessary, to zero) so that the amount of the Total Payments is equal tothe Safe Harbor.     (C) For purposes of determining whether any of the Total Payments will be subject to theExcise Tax and the amount of such Excise Tax, (i) all of the Total Payments shall be treated as“parachute payments” within the meaning of section 280G(b)(2) of the Code, unless in the opinion oftax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by the accountingfirm which was, immediately prior to the Change in Control, Cooper’s independent auditor (the“Auditor”), such other payments or benefits (in whole or in part) do not constitute parachutepayments, including by reason of section 280G(b)(4)(A) of the Code, (ii) all
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“excess parachutepayments” within the meaning of section 280G(b)(l) of the Code shall be treated as subject to theExcise Tax unless, in the opinion of Tax Counsel, such excess parachutepayments (in whole or in part) represent reasonable compensation for services actuallyrendered, within the meaning of section 280G(b)(4)(B) of the Code, in excess of the Base Amountallocable to such reasonable compensation, or are otherwise not subject to the Excise Tax, and(iii) the value of any noncash benefits or any deferred payment or benefit shall be determined bythe Auditor in accordance with the principles of sections 280G(d)(3) and (4) of the Code. Prior tothe payment date set forth in Section 6.3 hereof, the Company shall provide the Executive with itscalculation of the amounts referred to in this Section 6.2(C) and such supporting materials as arereasonably necessary for the Executive to evaluate the Company’s calculations. If the Executivedisputes the Company’s calculations (in whole or in part), the reasonable opinion of Tax Counselwith respect to the matter in dispute shall prevail.     (D) In the event that (i) amounts are paid to the Executive pursuant to subsection (A) ofthis Section 6.2, (ii) the Excise Tax is finally determined to be less than the amount taken intoaccount hereunder in calculating the Gross-Up Payment, and (iii) after giving effect to suchredetermination, the Severance Payments are to be reduced pursuant to subsection (B) of thisSection 6.2, the Executive shall repay to the Company, within five (5) business days following thetime that the amount of such reduction in Excise Tax is finally determined, the portion of theGross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Paymentattributable to the Excise Tax and federal, state and local income and employment taxes imposed onthe Gross-Up Payment being repaid by the Executive), to the extent that such repayment results in(i) no portion of the Total Payments being subject to the Excise Tax and (ii) a dollar-for-dollarreduction in the Executive’s taxable income and wages for purposes of federal, state and localincome and employment taxes) plus interest on the amount of such repayment at the rate provided insection 1274(b)(2)(B) of the Code. In the event that (x) the Excise Tax is determined to exceedthe amount taken into account hereunder at the time of the termination of the Executive’semployment (including by reason of any payment the existence or amount of which cannot bedetermined at the time of the Gross-Up Payment) and (y) after giving effect to suchredetermination, the Severance Payments should not have been reduced pursuant to subsection (B) ofthis Section 6.2, the Company shall make an additional Gross-Up Payment in respect of such excessand in respect of any portion of the Excise Tax with respect to which the Company had notpreviously made a Gross-Up Payment (plus any interest, penalties or additions payable by theExecutive with respect to such excess and such portion) within five (5) business days following thetime that the amount of such excess is finally determined.     6.3 Except as provided in Section 6.1(G) to the contrary, the payments provided insubsections (A), (C) and (D) of Section 6.1 hereof and in Section 6.2 hereof shall be made notlater than the fifth day following the Date of Termination; provided, however, that if the amountsof such payments, and the limitations on such payments set forth in Section 6.2 hereof, cannot befinally determined on or before such day, the Company shall pay to the Executive on such day anestimate, as determined in good faith by the Executive or, in the case of payments under Section6.2 hereof, in accordance with Section 6.2 hereof, of the minimum amount of such payments to whichthe Executive is clearly entitled and shall pay the remainder of such payments (together withinterest on the unpaid remainder [or on all such payments to the extent the Company fails to makesuch payments when due] at the rate provided in section 1274(b)(2)(B) of the Code) as soon as theamount thereof can be determined but in no event later than the thirtieth (30th) day after the Dateof Termination. In the event that the amount of the estimated payments exceeds
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the amountsubsequently determined to have been due, such excess shall be payable by the Executive on the fifth (5th) business day after demand by the Company(together with interest at the rate provided in section 1274(b)(2)(B) of the Code). At the timethat payments are made under this Agreement, the Company shall provide the Executive with a writtenstatement setting forth the manner in which such payments were calculated and the basis for suchcalculations including, without limitation, any opinions or other advice the Company has receivedfrom Tax Counsel, the Auditor or other advisors or consultants (and any such opinions or advicewhich are in writing shall be attached to the statement).     6.4 The Company also shall pay to the Executive all legal fees and expenses incurred by theExecutive in disputing in good faith any issue hereunder relating to the termination of theExecutive’s employment, in seeking in good faith to obtain or enforce any benefit or right providedby this Agreement or in connection with any tax audit or proceeding to the extent attributable tothe application of section 4999 of the Code to any payment or benefit provided hereunder. Suchpayments shall be made within five (5) business days after delivery of the Executive’s writtenrequest(s) for payment accompanied with such evidence of fees and expenses incurred as the Companyreasonably may require, provided, however that (i) the amount of such expenses eligible forreimbursement in any taxable year shall not affect the expenses eligible for reimbursement inanother taxable year and (ii) any reimbursements of such expenses shall be made no later than theend of the calendar year following the calendar year in which the related expenses were incurred.     7. Termination Procedures and Compensation During Dispute.     7.1 Notice of Termination. After a Change in Control and during the Term, anypurported termination of the Executive’s employment (other than by reason of death) shall becommunicated by written Notice of Termination from the Company to the Executive (or in the case ofa termination for Good Reason, from the Executive to the Company) in accordance with Section 10hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shallindicate the specific termination provision in this Agreement relied upon and shall set forth inreasonable detail the facts and circumstances claimed to provide a basis for termination of theExecutive’s employment under the provision so indicated. Further, a Notice of Termination forCause is required to include a copy of a resolution duly adopted by the affirmative vote of notless than three-quarters (3/4) of the entire membership of the Board at a meeting of the Boardwhich was called and held for the purpose of considering such termination (after reasonable noticeto the Executive and an opportunity for the Executive, together with the Executive’s counsel, to beheard before the Board) finding that, in the good faith opinion of the Board, the Executive wasguilty of conduct set forth in clause (i) or (ii) of the definition of Cause herein, and specifyingthe particulars thereof in detail.     7.2 Date of Termination. “Date of Termination,” with respect to any purportedtermination of the Executive’s employment after a Change in Control and during the Term, shall mean(i) if the Executive’s employment is terminated for Disability, thirty (30) days after Notice ofTermination is given (provided that the Executive shall not have returned to the full-timeperformance of the Executive’s duties during such thirty (30) day period), and (ii) if theExecutive’s employment is terminated for any other reason, the date specified in the Notice ofTermination (which, in the case of a termination by the Company, shall not be less than thirty (30)days (except in the case of a termination for Cause) and, in the case of a termination by the
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Executive, shall not be less than fifteen (15) days nor more than sixty (60) days, respectively,from the date such Notice of Termination is given).     7.3 Dispute Concerning Termination. If within fifteen (15) days after any Notice ofTermination is given, or, if later, prior to the Date of Termination (as determined without regardto this Section 7.3), the party receiving such Notice of Termination notifies the other party thata dispute exists concerning the termination, the Date of Termination shall be extended until theearlier of (i) the date on which the Term ends or (ii) the date on which the dispute is finallyresolved, either by mutual written agreement of the parties or by a final judgment, order or decreeof an arbitrator or a court of competent jurisdiction (which is not appealable or with respect towhich the time for appeal therefrom has expired and no appeal has been perfected); provided, thatthe Date of Termination shall be extended by a notice of dispute given by the Executive only ifsuch notice is given in good faith and the Executive pursues the resolution of such dispute withreasonable diligence.     7.4 Compensation During Dispute. If a purported termination occurs following aChange in Control and during the Term and the Date of Termination is extended in accordance withSection 7.3 hereof, the Company shall continue to pay the Executive the full compensation in effectwhen the notice giving rise to the dispute was given (including, but not limited to, salary) andcontinue the Executive as a participant in all compensation, benefit and insurance plans in whichthe Executive was participating when the notice giving rise to the dispute was given, until theDate of Termination, as determined in accordance with Section 7.3 hereof. Amounts paid under thisSection 7.4 are in addition to all other amounts due under this Agreement (other than those dueunder Section 5.2 hereof) and shall not be offset against or reduce any other amounts due underthis Agreement.     8. No Mitigation. The Company agrees that, if the Executive’s employment with theCompany terminates during the Term, the Executive is not required to seek other employment or toattempt in any way to reduce any amounts payable to the Executive by the Company pursuant toSection 6 hereof or Section 7.4 hereof. Further, the amount of any payment or benefit provided forin this Agreement (other than Section 6.1(B) hereof) shall not be reduced by any compensationearned by the Executive as the result of employment by another employer, by retirement benefits, byoffset against any amount claimed to be owed by the Executive to the Company, or otherwise.     9. Successors; Binding Agreement.     9.1 In addition to any obligations imposed by law upon any successor to Cooper or theCompany, Cooper or the Company will require any successor (whether direct or indirect, by purchase,merger, consolidation or otherwise) to all or substantially all of the business and/or assets ofCooper or the Company, as the case may be, to expressly assume and agree to perform this Agreementin the same manner and to the same extent that Cooper or the Company would be required to performit if no such succession had taken place. Failure of Cooper or the Company to obtain suchassumption and agreement prior to the effectiveness of any such succession shall be a breach ofthis Agreement and shall entitle the Executive to compensation from the Company in the same amountand on the same terms as the Executive would be entitled to hereunder if the Executive were toterminate the Executive’s employment for Good Reason after a Change in
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Control, except that, forpurposes of implementing the foregoing, the date on which any such succession becomes effectiveshall be deemed the Date of Termination.     9.2 This Agreement shall inure to the benefit of and be enforceable by the Executive’spersonal or legal representatives, executors, administrators, successors, heirs, distributees,devisees and legatees. If the Executive shall die while any amount would still be payable to theExecutive hereunder (other than amounts which, by their terms, terminate upon the death of theExecutive) if the Executive had continued to live, all such amounts, unless otherwise providedherein, shall be paid in accordance with the terms of this Agreement to the executors, personalrepresentatives or administrators of the Executive’s estate.     10. Notices. For the purpose of this Agreement, notices and all other communicationsprovided for in the Agreement shall be in writing and shall be deemed to have been duly given whendelivered or mailed by United States registered mail, return receipt requested, postage prepaid,addressed, if to the Executive, to the address inserted below the Executive’s signature on thefinal page hereof and, if to Cooper or the Company, to the address set forth below, or to suchother address as either party may have furnished to the other in writing in accordance herewith,except that notice of change of address shall be effective only upon actual receipt:To the Company: