exv10w27



 





EXHIBIT 10.27




May 8, 2003



Name

Title, Company

Address

City, State



Dear [Employee Name],



     Cooper Cameron Corporation (the “Company”) considers the establishment and
maintenance of a sound and vital management to be essential for the protection
and enhancement of the best interests of the Company and its shareholders. The
Company recognizes that, as is the case with many publicly-held corporations,
the possibility of a Change of Control1 may arise and that such possibility,
and the uncertainty and questions which it may raise among management, may
result in the departure or distraction of management personnel to the detriment
of the Company and its shareholders. Accordingly, the Board of Directors of
the Company (the “Board”) has determined that appropriate steps should be taken
to assure the Company of the continuation of your service and to reinforce and
encourage the attention and dedication of members of the Company’s management
to their assigned duties without distraction in circumstances arising from the
possibility of a Change of Control. In particular the Board believes it
important, should the Company or its shareholders receive a proposal for or
notice of a Change of Control , or consider one itself, that you be able to
assess and advise the Company whether such transaction would be or is in the
best interests of the Company and its shareholders, and to take such other
action regarding such transaction as the Board might determine to be
appropriate without being influenced by the uncertainties of your own
situation.



     In order to induce you to remain in the employ of the Company, this letter
agreement (the “Agreement”), prepared pursuant to authority granted by the
Board, sets forth the compensation and severance benefits which the Company
agrees will be provided to you should your employment with the Company be
terminated in connection with a Change of Control under the circumstances
described below, as well as certain other benefits which will be made available
to you should you be employed by the Company on the Effective Date of a Change
of Control.








1 Reference is made to Annex I hereto for definitions of certain terms used in
this Agreement, and such definitions are incorporated herein by such reference
with the same effect as if set forth herein. Certain capitalized terms used in
this Agreement in connection with the description of various Plans are defined
in the respective Plans, but if any conflicts with a definition herein
contained, the latter shall prevail.



 









 





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     This Agreement shall remain in full force and effect for as long as you
remain in your current position with the Company or any other position of equal
or higher grade which has historically made its holder eligible for a Change of
Control Agreement; provided, however, that this Agreement shall terminate and
cease to be in full force and effect upon your giving notice of your intent to
terminate your employment with the Company for any reason other than Good
Reason, whether by retirement, early retirement, or otherwise. This Agreement
supersedes any prior Agreement between you and the Company regarding the
subject matter hereof.



     1. Termination in Connection with a Change of Control.



          (a) If there is a termination of your employment with the Company either
by the Company without Cause or by you for Good Reason during the period
between the Effective Date of a Change of Control and 2 years following the
occurrence of the Change of Control (the “Effective Period”), and if such
Effective Date occurs during the life of this Agreement, you shall be entitled
to the following benefits , whether or not this Agreement has been cancelled
prior to the time of your termination:



          (i) all benefits conferred upon you by the Severance
Package, and



          (ii) in addition, all benefits payable under the provisions either of the
Company’s employee and executive Plans in which you are a participant
immediately prior to the Effective Date, or of those plans in existence at the
time of your Termination Date, whichever are more favorable to you, in
accordance with the terms and conditions of such Plans or plans, such benefits
to be paid under such Plans or plans and not under this Agreement.



          (b) Notwithstanding the above, you shall not be entitled to any such
benefits if your termination results from your death or disability, unless your
death or disability occurs (i) during the Effective Period and (ii), with
respect to the benefits conferred by the Severance Package only, after either
it has been decided that you will be terminated without Cause during the
Effective Period, or you have given notice of termination for Good Reason
during the Effective Period.



          (c) You shall not be required to mitigate the amount of any payment
provided for in this Agreement by seeking other employment, nor shall the
amount of any payment provided for in this Agreement be reduced by any
compensation earned by you as the result of employment by another employer
after any Termination Date.



     2. Procedures for Termination.



          (a) If it is intended that your employment be terminated by you for Good
Reason you shall transmit to the Company written notice setting forth the
particulars upon which you base your determination that Good Reason exists and,
only if the stated basis therefore is capable of being cured, requesting a cure
within 10 days. Failing such a cure, a “final separation” shall then occur, and
if such stated basis is not capable of cure by the Company, “final



 









 





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separation” shall occur co-extensive with delivery of the notice. For
purposes of this Agreement, a “Termination Date” shall be deemed to have
occurred upon the date of such “final separation”.



          (b) If it is intended that your employment be terminated by the Company
without Cause, a “Termination Date” shall be deemed to have occurred upon the
30th day following the date of receipt of any notice so stating, or upon the
date specified in the notice, whichever is later. If it is intended that your
employment be terminated by the Company for Cause, if you contest such
termination pursuant to any proceeding initiated pursuant to Section 6 hereof
within 15 days of receipt of such notice, and it is ultimately determined that
cause did not exist, then (anything else in the Agreement to the contrary
notwithstanding) a “Termination Date” shall be deemed to have occurred upon the
final resolution of such proceeding.



     3. LTIP Benefit Acceleration. Immediately upon an applicable Termination
Date, all contingent compensation rights issued to you under the LTIP Plan,
which are then (i) held by you, a member of your Immediate Family, or a
partnership or limited liability company whose partners or shareholders are you
and members of your Immediate Family, and (ii) outstanding, shall become
vested, exercisable, distributable and unrestricted (any contrary provision in
the LTIP Plan notwithstanding) whether or not you continue to be employed by
the Company. You shall have the right immediately upon any written request by
you to the Company, to (i) exercise all or any portion of all your options
covered (including, at your sole election, any associated Tandem SAR) by the
LTIP Plan and to have the underlying Shares issued to you, (ii) have issued to
you on a non-forfeitable basis any or all Shares covered by Restricted Stock
Awards held by you under the LTIP Plan, (iii) have issued to you any or all
Performance Shares and/or Performance Units held by you in the LTIP Plan, (iv)
exercise all or any portion of any LTIP Plan Freestanding SAR held by you, and
(v) obtain the full benefit of any other contingent compensation rights to
which you may be entitled under the LTIP Plan, in each case as though all
applicable Performance Targets had been met or achieved at maximum levels for
all Performance Periods (including those extending beyond the Effective Date)
and any and all other LTIP Plan contingencies had been satisfied in full at the
date of the Change of Control and the maximum possible benefits thereunder had
been earned at the date of the Change of Control.



     4. Conditional Share Purchase Obligation.



          (a) If a Change of Control occurs as a consequence of a tender offer or
exchange offer (the “Tender Offer”), the Company shall, if requested by you,
purchase from you (whether a Termination Date has occurred following the Change
of Control) for cash on any business day selected by you upon not less than ten
days’ notice to the Company, which day shall not be less than ten days
following consummation of the Tender Offer nor more than three years after the
Effective Date, up to that number of Shares which shall be equal to the product
of (x) the number of Shares acquired by you upon exercise or distribution of
any benefit under the Bonus Plan or LTIP Plan prior to consummation of the
Tender Offer, multiplied by (y) the decimal equivalent of (I) the number of
Shares accepted for purchase or exchange in the Tender Offer, divided by (II)
the number of Shares timely and validly tendered pursuant to the Tender Offer.
In the event the above obligation to purchase Shares occurs by reason of a cash
tender offer or a combination cash tender offer and exchange offer, the cash
price per share to be paid to you hereunder shall be equal to the highest price
paid in cash pursuant to the Tender Offer. In the



 









 





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event such obligation occurs by reason of an exchange offer, the cash price per
share to be paid to you hereunder shall be equal to the closing price, if
traded on a stock exchange, or the average bid and asked prices, if traded in
the over-the-counter market, of the security of the person so exchanged for the
Shares (the “Exchange Security”) on the first day on which the Exchange
Security could have been sold by you on such exchange or in the
over-the-counter market, as the case may be, in a regular broker’s transaction
had your Shares been tendered and accepted, multiplied by the number of
Exchange Securities (or fraction thereof) issued in the Tender Offer for each
Company Share; and



          (b) If a Change of Control occurs pursuant to a Tender Offer and (i) a
merger, consolidation, reorganization, sale, spin-off, or purchase of assets
under which all remaining outstanding Shares will be converted into or become
exchangeable for cash, or for securities (“Merger Security”) issued or to be
issued by the Person who made the Tender Offer (or a subsidiary or affiliate of
such Person) is thereafter proposed to the Company or its shareholders, and
(ii) such merger, consolidation, reorganization or purchase of assets occurs
less than three years after the Effective Date, and (iii) the amounts of cash
into which each Share would be converted if the transaction is effected wholly
for cash, or the Merger Security Value (as defined below) if such transaction
is effected wholly for Merger Securities, or the sum of the cash and the Merger
Security Value if the Transaction is effected partly for cash and partly for
Merger Securities, as the case may be, is less than 95% of the per share price
that would have been paid by the Company for such portion of your Shares had
you exercised your option to require the Company to purchase such Shares under
Section 4(a) above, the Company shall pay you (whether or not a Termination
Date has occurred following a Change of Control), an amount in cash equal to
the difference between the aggregate price you would have received from the
number of Shares the Company would have been required to purchase from you had
you exercised such option under Section 4(a) and the amount of cash and/or the
Merger Security Value received for the same number of Shares in such merger,
consolidation, reorganization or purchase of assets. Such cash payment shall be
made to you on a business day selected by you upon no less than ten-calendar
days’ notice to the Company or its Successor (as hereinafter defined). For
purposes of this Section 4(b), “Merger Security Value” shall mean the closing
price, if traded on a stock exchange, or the average bid and asked prices if
traded in the over-the-counter market, of the Merger Security on the first day
on which the Merger Security could have been sold by you on such exchange or in
the over-the-counter market, as the case may be, in a regular broker’s
transaction, multiplied by the number of Merger Securities (or fraction
thereof) for which each Share was exchangeable or into which each Share was
convertible. If no public market develops for the Merger Security within 30
days from the date of its issue, however, “Merger Security Value” shall mean
the fair market value of such Merger Security (on a per unit basis in the
written opinion of a nationally recognized investment banking firm acceptable
to you) on the effective date of the merger, consolidation, reorganization or
purchase of assets, as the case may be, multiplied by the number of Merger
Securities (or fraction thereof) for which each Share was exchangeable or into
which each Share was convertible.



 









 





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     5. Excise Tax.



          (a) Any other provision of this Agreement to the contrary notwithstanding,
if any payment in the nature of compensation to be paid or provided to you
under this Agreement or otherwise is considered to be a “parachute payment”
within the meaning of Section 280G(b) of the Code, the Company shall pay to you
an additional amount (hereinafter referred to as the “Excise Tax Premium”).
The Excise Tax Premium shall be equal to the excise tax determined under Code
Section 4999 attributable to the total amount of payments received by you. The
Excise Tax Premium shall also include any amount attributable to excise tax on
the Excise Tax Premium. The Company shall also pay to you an additional amount
(the “Additional Amount”) such that the net amount received by you, after
paying any applicable Excise Tax Premium and any federal or state income,
excise or other tax on such additional amount, shall be equal to the amount
that you would have received if such Excise Tax Premium were not applicable.
You shall be deemed to pay income taxes at all relevant times at the highest
marginal rate of income taxation in effect in your taxing jurisdiction. The
Additional Amount shall include any amount attributable to income, excise or
other tax on the Additional Amount.



          (b) Not later than 30 days following any payment in the nature of
compensation described herein, the independent public accountants acting as
auditors for the Company on the date of the transaction constituting the change
of control within the meaning of Code Section 280G (or another accounting firm
designated by you) shall determine whether the sum of the present value of any
“parachute payments” payable under this Agreement or otherwise and the present
value of any other “parachute payments” received by you upon or after any such
change of control is in excess of the amount you can receive without causing
you to be subject to an excise tax with respect to such amount on account of
Code Section 4999, and shall determine the amount of any Excise Tax Premium and
Additional Amount payable to you. The Excise Tax Premium and Additional Amount
shall be paid to you as soon as practicable but in no event later than the time
when the tax payment is due, including by way of withholding, and shall be net
of any amounts required to be withheld for taxes.



          (c) For purposes of this Section, “present value” means the value
determined in accordance with the principles of Section 1274 (b) (2) of the
Code under the rules provided in Treasury Regulations under Section 280G of the
Code.



          (d) To the extent Code Section 280G is amended prior to the termination of
this Agreement, or is replaced by a successor statute, the provisions of this
Section 5 shall be deemed modified without further action of the parties in a
manner consistent with such amendments or successor statutes, as the case may
be. In the event that Code Section 280G or any successor statute is repealed,
this Section 5 shall cease to be effective on the effective date of such
repeal. The parties recognize that Treasury Regulations under Code Sections
280G and 4999 may affect the amount that may be paid hereunder and agree that,
upon the issuance of any such regulations, this Agreement may be modified as in
good faith may be deemed necessary in light of the provisions of such
regulations to achieve the purposes hereof, and that consent to such
modifications shall not be unreasonably withheld.



 









 





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     6. Dispute Resolution.



          (a) This Agreement shall be governed in all respects, including as to
validity, interpretation and effect, by the internal laws of the State of Texas
without regard to choice of law principles.



          (b) It is irrevocably agreed that if any dispute arises between us under
this Agreement: (i) exclusive jurisdiction shall be in the lowest Texas state
court of general jurisdiction sitting in Harris County, Texas, (ii) we are each
at the time present in Texas for the purpose of conferring personal
jurisdiction; (iii) any such action may be brought in such court, and any
objection that the Company or you may now or hereafter have to the venue of
such action or proceeding in any such court or that such action or proceeding
was brought in an inconvenient court is waived, and we each agree not to plead
or claim the same, (iv) service of process in any such proceeding or action may
be effected by mailing a copy thereof by registered or certified mail, return
receipt requested (or any substantially similar form of mail), postage prepaid,
to such party at the address provided in Section 11 hereof, and (v) prior to
any trial on the merits, we will submit to court supervised, non-binding
mediation.



          (c) Notwithstanding any contrary provision of Texas law, the Company shall
have the burden of proof with respect to any of the following: (i) that Cause
existed at the time any notice was given to you under Section 2 (ii) that Good
Reason did not exist at the time notice was given to the Company under Section
2; and (iii) that a Change of Control has not occurred.



     7. Successors; Binding Agreement.



          (a) In the event any Successor (as defined below) does not assume this
Agreement by operation of law the Company will seek to have any Successor, by
agreement in form and substance satisfactory to you, expressly assume and agree
to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it. If there has been a Change of Control
prior to, or a Change of Control will result from, any such succession, then
failure of the Company to obtain at your request such agreement prior to or
upon the effectiveness of any such succession (unless assumption occurs as a
matter of law) shall constitute Good Reason for termination by you of your
employment and, upon delivery of a notice of termination by you to the Company,
you shall be entitled to the benefits provided for herein. “Successor” shall
mean any Person that succeeds to, or has the ability to control, the Company’s
business as a whole, directly by merger, consolidation, spin-off or similar
transaction, or indirectly by purchase of the Company’s Voting Securities or
acquisition of all or substantially all of the assets of the Company.



          (b) This Agreement shall inure to the benefit of and be enforceable by
your personal and legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees.



 









 





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     8. Fees and Expenses. The Company shall pay all legal fees and expenses
incurred by you as a result of your seeking to interpret, obtain, assert or
enforce any right or benefit conferred upon you by this Agreement to the extent
you are the prevailing party.



     9. Notices. Any and all notices required or permitted to be given hereunder
shall be in writing and shall be deemed to have been given when delivered in
person to the persons specified below or deposited in the United States mail,
certified or registered mail, postage prepaid and addressed as follows:



	 	 	 
	If to the Company:

	 	Cooper Cameron Corporation
	

	 	1333 West Loop South, Suite 1700
	

	 	Houston, Texas 77027
	

	 	Attention: Chief Executive Officer
	 
	 	 
	If to you:

	 	[Employee Name
	

	 	[Address]







     Either party may change, by the giving of notice in accordance with this
Section 10, the address to which notices are thereafter to be sent.



     10. Validity. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.



     11. Survival. All obligations undertaken and benefits conferred pursuant to
this Agreement, shall survive any termination of your employment and continue
until performed in full.



     12. Miscellaneous. No provision of this Agreement may be modified, waived or
discharged unless such modification, waiver or discharge is agreed to in
writing signed by you and the Company. No waiver by either party hereto at any
time of any breach by the other party hereto of, or of compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter
hereof have been made by either party which are not expressly set forth in this
Agreement. The internal laws of the State of Texas shall govern the validity,
interpretation, construction and performance of this Agreement.



     13. Duplicate Originals. This Agreement has been executed in duplicate
originals, with one to be held by each of the parties hereto.



     If this letter correctly sets forth our understanding with respect to the
subject matter hereof, please sign and return one copy of this letter to the
Company.



Sincerely,



 









 





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	 	 	COOPER CAMERON CORPORATION
	 
	 	 	 	 
	

	 	BY:	 	 
	

	 	 	 	
 
	

	 	 	 	Sheldon R. Erikson

Chairman, President and

Chief Executive Officer







Agreed to as of the 8th

day of May, 2003







Employee Name



 









 





Annex I to Agreement dated May 8, 2003

between

Cooper Cameron Corporation

and

[Employee Name]




Definition of

Certain Terms



     “Agreement” means the letter agreement between [Employee Name] and the
Company dated May 8, 2003.



     “Bonus Plan” means for each year, the Company’s Management Incentive
Compensation Plan or any other Plan adopted by the Board which provides for the
payment of additional compensation on an annual basis to senior executive
officers contingent upon the Company’s results of operations for that specific
year, in either case as such Plan shall be amended or modified to, but not on
or after, any Effective Date.



     “Bylaws” means the bylaws of the Company as in effect at the date hereof
and as the same shall be amended or otherwise modified to, but not on or after,
any Effective Date.



     “Cause” means (i) your conviction by a court of competent jurisdiction,
from which conviction no further appeal can be taken, of a felony-grade crime
involving moral turpitude, or (ii) your willful failure to perform
substantially your duties with the Company (other than a failure due to
physical or mental illness) which is materially and demonstrably injurious to
the Company. No act or failure to act on your part shall be considered
“willful” unless done, or omitted to be done, by you in bad faith and without
reasonable belief that your action or omission was in, or not opposed to, the
best interests of the Company.



     “Change of Control” means the earliest date at which:



     (i) any Person is or becomes the “beneficial owner” (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing 20% or more of the combined voting power of the Company’s
outstanding Voting Securities, other than through the purchase of Voting
Securities directly from the Company through a private placement; or



     (ii) individuals who constitute the Board on the date hereof (the
“Incumbent Board”) cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director subsequent to the date
hereof whose election, or nomination for election by the Company’s
shareholders, was approved by a vote of at least two-thirds of the directors
comprising the Incumbent Board shall from and after such election be deemed to
be a member of the Incumbent Board; or



     (iii) the Company is merged or consolidated with another corporation or
entity and as a result of such merger or consolidation less than 60% of the
outstanding Voting Securities of the



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surviving or resulting corporation or entity shall then be owned by persons or
entities not stockholders of the Company immediately prior to the merger or
consolidation (in the event a stockholder owns shares of stock or other
ownership interests in the corporation or entity with which the Company is
merged or consolidated, such stockholder shall be considered not a stockholder
of the Company immediately before the merger or consolidation with respect to
its ownership interest in such other corporation or other entity); or



     (iv) a tender offer or exchange offer is made and consummated by a Person
other than the Company for the ownership of 20% or more of the Voting
Securities of the Company then outstanding; or



     (v) all or substantially all of the assets of the Company are sold or
transferred to a Person as to which (A) the Incumbent Board does not have
authority (whether by law or contract) to directly control the use or further
disposition of such assets and (B) the financial results of the Company and
such Person are not consolidated for financial reporting purposes.



     Anything else in this definition to the contrary notwithstanding, no
Change of Control shall be deemed to have occurred by virtue of any transaction
which results in you, or a group of Persons which includes you, acquiring more
than 20% of either the combined voting power of the Company’s outstanding
Voting Securities or the Voting Securities of any other corporation or entity
which acquires all or substantially all of the assets of the Company, whether
by way of merger, consolidation, sale of such assets or otherwise.



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



     “Defined Benefit Plan” means the Company’s Retirement Plan and
Supplemental Excess Defined Benefit Plan, as the same shall be amended or
modified to, but not on or after, any Effective Date.



     “Defined Contribution Plan” means the Company’s Retirement Savings Plan
and Supplemental Excess Defined Contribution Plan, as the same shall be amended
or modified to, but not on or after, any Effective Date.



     “Disability” means your continuing full-time absence from your duties with
the Company for 180 days or longer as a result of physical or mental
incapacity.



     “Effective Date” means the earliest date upon which (i) any of the events
set forth under the definition of Change of Control shall have occurred, (ii)
the receipt by the Company of a Schedule 13D stating the intention of any
Person to take actions which, if accomplished, would constitute a Change of
Control, (iii) the public announcement by any Person of its intention to take
any such action, in each case without regard for any contingency or condition
which has not been satisfied on such date, (iv) the agreement by the Company to
enter into a transaction which, if consummated, would result in a Change of
Control, or (v) consideration by the Board of a transaction which, if
consummated, would result in a Change of Control.



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     If, however, an Effective Date occurs but the proposed transaction to
which it relates ceases to be actively considered, the Effective Period will be
deemed not to have commenced for purposes of this Agreement. If an Effective
Date occurs with respect to a proposed transaction which ceases to be actively
considered but for which active consideration is revived, the Effective Date
with respect to the Change of Control that ultimately occurs shall be that date
when consideration was revived and carried through to consummation.



     “Effective Period” means the period between the Effective Date of a Change
of Control and 2 years following the occurrence of the Change of Control.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder.



     “Good Reason” means any of the following:




     (i) except as a result of your death or Retirement, or following the
receipt by you of a Notice of Termination for Cause or due to Disability,
a change in your status, title(s) or position(s) with the Company,
including as an officer of the Company, which, in your reasonable
judgment, does not represent a promotion, with commensurate adjustment of
compensation, from your status, title(s) and position(s) immediately
prior to the Effective Date; or the assignment to you of any duties or
responsibilities which, in your reasonable judgment, are inconsistent
with such status, title(s) or position(s); or the withdrawal from you of
any duties or responsibilities which in your reasonable opinion are
consistent with such status, title(s) or position(s); or any removal of
you from or any failure to reappoint or reelect you to such position(s);
or




     (ii) a reduction by the Company any time after the Effective Date in
your then current base salary: or




     (iii) the failure by the Company to continue in effect any Plan in
which you were participating immediately prior to the Effective Date
other than as a result of the normal expiration or amendment of any such
Plan in accordance with its terms, or the taking of any action, or the
failure to act, by the Company which would adversely affect your
continued participation in any such Plan on at least as favorable a basis
to you as is the case immediately prior to the Effective Date or which
would materially reduce your benefits under any of such Plans or deprive
you of any material benefit enjoyed by you immediately prior to the
Effective Date, except as consented to by you; or




     (iv) the relocation of the principal place of your employment to a
location 25 miles further from your principal residence without your
express written consent; or




     (v) the failure by the Company upon a Change of Control to obtain
the assumption of this Agreement by any Successor (other than by
operation of law); or




     (vi) any refusal by the Company to continue to allow you to attend
to matters or engage in activities not directly related to the business
of the Company which you


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attended to or were engaged in immediately prior to the Effective Date
and which do not otherwise violate your obligations hereunder; or




     (vii) any continuing material default by the Company in the
performance of its obligations under this Agreement, whether before or
after a Change of Control.



     “LTIP Option” means any option granted under the LTIP Plan.



     “LTIP Plan” means the Company’s Long-Term Incentive Plan and/or its
Broadbased 2000 Incentive Plan adopted as such plan may be amended, modified,
or replaced, up to, but not on or after, an Effective Date.



     “Market Value” means, when used with respect to Shares or Voting
Securities, the closing price therefore on the New York Stock Exchange on the
date for which the market value is to be determined, or if not listed thereon,
on such other exchange as shall at that time constitute the principal exchange
for trading the Shares or Voting Securities.



     “Options In Lieu Of Salary Plan” means the Company’s plan which allows
certain executive officers of the Company to receive stock options in lieu of
all or any portion of their Base Salary as the same may be amended or modified
up to, but not on or after, any Effective Date, or any successor plan which
provides the same or substantially similar benefit.



     “Other Plans” means any thrift; bonus or incentive; stock option or stock
accumulation; pension; medical, disability, accident or life insurance plan,
program or policy of the Company which is intended to benefit employees of the
Company that are similarly situated to you (other than the Bonus Plan, Defined
Benefit Plan, Defined Contribution Plan, LTIP Plan or Purchase Plan).
“Person” means any individual, corporation, partnership, group,
association or other “person,” as such term is used in Sections 13(d) and 14(d)
of the Exchange Act, other than the Company or any Plans sponsored by the
Company.



     “Perquisites” means individual perquisites benefits received by you
immediately prior to the Effective Date, including, but not limited to, club
membership dues and certain automobile expenses.



     “Plans” means the Bonus Plan, Defined Benefit Plan, Defined Contribution
Plan, LTIP Plan, Purchase Plan, Compensation Deferral Plan and Other Plans.



     “Purchase Plan” means the Company’s Employee Stock Purchase Plan adopted
as the same shall be amended or modified to, but not on or after, any Effective
Date.



     “Retirement” means termination of your employment on the “normal
retirement date” as set forth in the Defined Benefit Plan.



     “Severance Package” means your right to receive, and the Company’s
obligation to pay and/or perform on, the following:



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     (a) on or within ten days following an applicable Termination Date,
the Company shall pay to you a lump sum, cash amount equal to the sum of
(i) three times the highest annual rate of base salary in effect during
the current year or any of the three years preceding the Termination Date
and (ii) three times the greater of (A) the maximum award you would have
been eligible to receive under the Bonus Plan in respect of the current
year, regardless of any limitations otherwise applicable to the Bonus
Plan (i.e., the failure to have completed any vesting period or the
current measurement period, or the failure to achieve any performance
goal applicable to all or any portion of the measurement period) or (B)
the largest award earned (whether or not paid) under the Bonus Plan in
respect of any of the three years preceding the Termination Date, or (C)
100% of your Base Pay at the applicable Termination Date, and (iii) three
times the Black-Scholes value at the time of grant of the most valuable
one-year option grant (excluding any option you received at your election
in lieu of salary or bonus award) you had received from the Company
during the five years prior to your Termination Date with any such
Black-Scholes valuation performed on a basis consistent with the
methodology set forth on Exhibit A to the Agreement; and




     (b) in addition to your entitlement to the vested portion of your
interest in the Defined Contribution Plan in accordance with the terms of
that plan, the Company shall pay to you, on or within ten days following
the applicable Termination Date, an amount in cash equal to the unvested
portion of the Company’s contributions to your account, which unvested
portion shall be valued as of your Termination Date at Market Value ; and




     (c) in addition to any vested retirement benefits to which you are
entitled on the Termination Date under the Defined Benefit Plan, the
Company shall pay to you, on or within ten days following an applicable
Termination Date, an amount in cash equal to the product of (i) a number
equal to your years of life expectancy beyond age 65 determined in
accordance with the actuarial assumptions utilized under the Defined
Benefit Plan immediately prior to the Termination Date, times (ii) an
amount equal to the difference between (A) the annual benefit to which
you would have been entitled under the “single life annuity” method of
distribution under the Defined Benefit Plan if you were fully vested
thereunder (without regard to (I) whether you shall actually have
completed the period of Vesting Service required to qualify for benefits
under the Defined Benefit Plan, (II) any limitation on the amount used in
the calculation of the annual benefit thereunder, (III) any offset
thereunder for severance allowances payable thereunder, or (IV) any
amendment to the Defined Benefit Plan made in connection with a Change of
Control and on or prior to the Termination Date, which amendment
adversely affects in any manner the computation of retirement benefits
under such plan) and had accumulated an additional three years of Vesting
Service thereunder, and (B) the annual benefit, if any, to which you
would be entitled under the single life annuity method of distribution
under the Defined Benefit Plan as of the Termination Date; and




     (d) an amount in cash equal to three times the average annual cost
incurred by the Company during the preceding three calendar years as a
result of your participation in


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all insured and self-insured employee welfare benefit Plans and
Perquisites in which you were entitled to participate immediately prior
to the Termination Date (or such fewer whole calendar years as you have
so participated).



     Anything else in this Agreement to the contrary notwithstanding, if (i)
you are terminated in connection with a Change of Control, and (ii) you are
entitled to the Severance Package, and (iii) your Termination Date precedes or
occurs on the date of the closing thereof, then unless otherwise agreed to by
both parties in writing, all amounts to which you are or shall become entitled
to under this Agreement, which are calculable as of the closing date, shall be
accelerated to, and become immediately due and payable contemporaneously with
such closing.



     “Shares” means shares of Common Stock, $.01 par value, of the Company at
the date of this Agreement, as the same shall be subsequently amended, modified
or changed.



     “Termination Date” shall have the meaning given it by Section 2 of the
Agreement.



     “Voting Securities” means, with respect to any corporation or business
enterprise, those securities, which under ordinary circumstances are entitled
to vote for the election of directors or others charged with comparable duties
under applicable law.




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