Exhibit
4.5


 


CHANGE OF CONTROL AGREEMENT


 


This Change of
Control Agreement (the “Agreement”) is dated as of July 23, 2003 (the
“Effective Date”), between Cytyc Corporation, (the “Company”), and [EMPLOYEE]
(the “Employee”), a resident of [STATE].


 


WHEREAS, the
Employee serves as the [TITLE] of the Company, and in that role has been
important in developing and expanding the business and operations of the
Company and possesses valuable knowledge and skills with respect to such
business; and


 


WHEREAS, the Board
of Directors of the Company (the “Board”) believes that it is in the best
interests of the Company to encourage the Employee’s continued employment with
and dedication to the Company, including in the face of potentially distracting
circumstances arising from the possibility of a Change of Control of the
Company; and


 


WHEREAS, upon
recommendation of the Compensation Committee of the Board (the “Compensation
Committee”), the Board has adopted a policy which authorizes the Company to
enter into this Agreement with the Employee; and


 


WHEREAS,
the parties desire to enter into this Agreement setting forth the terms and
conditions for the payment of compensation to the Employee in the event of a
termination of the Employee’s employment during the term of this Agreement;


 


NOW, THEREFORE, in
consideration of the foregoing, the mutual covenants and agreements of the
parties contained herein and other good and valuable consideration, the receipt
of which is hereby acknowledged, the parties hereto agree as follows:


 


1.                                       Term.  The initial term of this Agreement shall be
for a period commencing on July 23, 2003 and ending on December 31, 2006; provided,
that, commencing on January 1, 2006 and each January 1 thereafter, the
term of this Agreement shall automatically be extended for an additional year
unless, not later than sixty (60) days prior to such January 1, the Company
shall have given notice that it does not wish to extend this Agreement; and
provided, further, that notwithstanding any such notice by the Company not to
extend, this Agreement shall continue in effect for a period of twenty four
(24) months beyond the term provided in this Section 1 if a Change in Control
shall have occurred during such term. [This Agreement supersedes and replaces
in its entirety the Change in Control Agreement between the Employee and the
Company dated July 30, 2002.]*


 












*  This
sentence is included in the agreements between the Company and each of Patrick
J. Sullivan, Daniel J. Levangie, Christopher A. Bleck, James Linder, M.D. and A.
Suzanne Meszner-Eltrich.


 

















 


2.                                       Termination
of Employment Following a Change of Control Event.  Subject to the terms of this Agreement, the
Employee shall be entitled to receive severance payments from the Company for
services previously rendered to the Company and its affiliates if a Change of
Control Event occurs during the term of this Agreement and the Employee’s
employment is terminated by the Employee for Good Reason or by the Company
other than for Cause during the Change of Control Period.


 


(a)                                  Good
Reason; Other Than for Cause. 
If a Change of Control Event occurs during the term of this Agreement
and if: (i) the Employee terminates employment for Good Reason during the
Change of Control Period, (ii) the Company terminates the Employee’s employment
other than for Cause during the Change of Control Period or (iii) the Company
terminates the Employee’s employment other than for Cause in anticipation of
the Change of Control, as determined in good faith by the Compensation
Committee:


 


(i)                                     the
Company shall pay to the Employee the following amounts:


 


A.                                   the
“Accrued Obligations” in a lump sum in cash within 30 days of the Date of
Termination or at such earlier time as required by applicable statute or
regulation; and


 


B.                                     the
amount equal to the product of (1) [X]** and (2) the sum of  the Employee’s Annual Base Salary and the
Annual Bonus, in a lump sum in cash within 30 days of the Date of Termination;
and


 


(ii)                                  for
the number of years identified in subsection 2(a)(i)(B) above  after the Date of Termination, or such
longer period as may be provided by the terms of the appropriate plan, program,
practice or policy, the Company shall continue benefits, or use its best
efforts to obtain such coverage at commercially reasonable rates, to the
Employee and/or the Employee’s family at least equal to those which would have
been provided to them in accordance with the welfare benefit plans, practices,
policies and programs provided by the Company and its affiliated companies
(including, without limitation, medical, prescription, dental, disability,
employee life, group life, accidental death and travel accident insurance plans
and programs) to the extent applicable generally to other peer employees of the
Company and its affiliated companies and at the same cost applicable to such
employees, as if the Employee’s employment had not been terminated; provided,
however, that if the Employee becomes reemployed with another employer
and is eligible to receive medical or other welfare benefits under another
employer provided plan, the medical and other welfare benefits described herein
shall be secondary to those provided under such other plan during such
applicable period of eligibility.  If
the Company is unable to obtain or provide for the Employee all or any portion
of the welfare benefits required by this subsection, the Company shall the
reimburse the Employee for


 












** 3.0 in the
agreements between the Company and each of Patrick J. Sullivan and Daniel J.
Levangie; 2.0 in the agreement between the Company and Christopher A. Bleck;
and 1.5 in the agreements between the Company and each of the employees not
otherwise mentioned above.


 


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125% of the Company’s
cost for such benefit or benefits with regard to a similarly situated active
employee.


 


(iii)                               the
Company shall, at its sole expense as incurred, provide the Employee with
outplacement services the scope and provider of which shall be at the highest
level provided by the Company to its peer employees; and


 


(iv)                              to the
extent not theretofore paid or provided, the Company shall timely pay or
provide to the Employee all Other Benefits.


 


(b)                                 Cause;
Other than for Good Reason.  If
the Employee’s employment is terminated for Cause during the Change of Control
Period, this Agreement shall terminate without further obligations to the
Employee, other than the obligation to pay to the Employee (i) his Annual Base
Salary through the Date of Termination, (ii) the amount of any compensation
previously deferred by the Employee, and (iii) Other Benefits through the Date
of Termination, in each case to the extent theretofore unpaid.  If the Employee voluntarily terminates
employment during the Change of Control Period, excluding a termination for
Good Reason, this Agreement shall terminate without further obligations to the
Employee, other than for Accrued Obligations and the timely payment or
provision of Other Benefits through the Date of Termination.  In such case, all Accrued Obligations shall
be paid to the Employee in a lump sum in cash within 30 days of the Date of
Termination, or at such earlier time as required by applicable statute or
regulation.


 


3.                                       Certain
Additional Payments by the Company.


 


(a)                                  Notwithstanding
anything in this Agreement to the contrary and except as set forth in this
Section 3, in the event it shall be determined that any payment or distribution
by the Company to or for the benefit of the Employee (whether paid or payable
or distributed or distributable pursuant to the terms of this Agreement or
otherwise, but determined without regard to any additional payments required
under this Section 3) (a “Payment”) would be subject to the excise tax imposed
by Section 4999 of the Code or any interest or penalties are incurred by the
Employee with respect to such excise tax (such excise tax, together with any
such interest and penalties, are hereinafter collectively referred to as the
“Excise Tax”), then the Employee shall be entitled to receive an additional
payment (a “Gross-Up Payment”) in an amount such that after payment by the
Employee of all taxes, including, without limitation, any income taxes (and any
interest and penalties imposed with respect thereto) and Excise Tax imposed
upon the Gross-Up Payment, the Employee retains an amount of the Gross-Up
Payment equal to the Excise Tax (including any interest or penalties imposed
with respect to such taxes) imposed upon the Payments.


 


(b)                                 Subject
to the provisions of Section 3(c), all determinations required to be made under
this Section 3, including whether and when a Gross-Up Payment is required and
the amount of such Gross-Up Payment and the assumptions to be utilized in
arriving at such determination, shall be made by Deloitte and Touche  or such other certified public accounting
firm as may be designated by the Employee and reasonably acceptable to the
Company (the “Accounting Firm”) which shall provide detailed supporting
calculations both to the Company and the Employee within 15 business days of
the receipt of notice from the Employee that there


 


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has been a Payment, or such earlier time as is
requested by the Company.  In the event
that the Accounting Firm is serving as accountant or auditor for the
individual, entity or group effecting the Change of Control, the Employee shall
appoint another nationally recognized accounting firm and reasonably acceptable
to the Company to make the determinations required hereunder (which accounting
firm shall then be referred to as the Accounting Firm hereunder).  All fees and expenses of the Accounting Firm
shall be borne solely by the Company. 
Any Gross-Up Payment, as determined pursuant to this Section 3, shall be
paid by the Company to the Employee within five business days of the receipt of
the Accounting Firm’s determination. 
Any determination by the Accounting Firm shall be binding upon the
Company and the Employee.  As a result
of the uncertainty in the application of Section 4999 of the Code at the time
of the initial determination by the Accounting Firm hereunder, it is possible
that Gross-Up Payments which will not have been made by the Company should have
been made (“Underpayment”), consistent with the calculations required to be
made hereunder.  In the event that the
Company exhausts its remedies pursuant to Section 3(c) and the Employee
thereafter is required to make a payment of any Excise Tax, the Accounting Firm
shall determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for the benefit of the
Employee.


 


(c)                                  The
Employee shall notify the Company in writing of any claim by the Internal
Revenue Service that, if successful, would require the payment by the Company
of the Gross-Up Payment.  Such
notification shall be given as soon as practicable but no later than ten
business days after the Employee is informed in writing of such claim and shall
apprise the Company of the nature of such claim and the date on which such
claim is requested to be paid.  The
Employee shall not pay such claim prior to the expiration of the 30-day period
following the date on which it gives such notice to the Company (or such
shorter period ending on the date that any payment of taxes with respect to
such claim is due).  If the Company
notifies the Employee in writing prior to the expiration of such period that it
desires to contest such claim, the Employee shall:


 


(i)                                     give
the Company any information reasonably requested by the Company relating to
such claim,


 


(ii)                                  take
such action in connection with contesting such claim as the Company shall
reasonably request in writing from time to time, including, without limitation,
accepting legal representation with respect to such claim by attorneys
reasonably selected by the Company,


 


(iii)                               cooperate
with the Company in good faith in order effectively to contest such claim, and


 


(iv)                              permit
the Company to participate in any proceedings relating to such claim;


 


provided,
however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Employee harmless, on an
after-tax basis, for any Excise Tax or income


 


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tax (including interest
and penalties with respect thereto) imposed as a result of such representation
and payment of costs and expenses. 
Without limitation on the foregoing provisions of this Section 3(c), the
Company shall control all proceedings taken in connection with such contest
and, at its sole option, may pursue or forgo any and all administrative
appeals, proceedings, hearings and conferences with the taxing authority in
respect of such claim and may, at its sole option, either direct the Employee
to pay the tax claimed and sue for a refund or contest the claim in any
permissible manner, and the Employee agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall determine;
provided, however, that if the Company directs the Employee to
pay such claim and sue for a refund, the Company shall advance the amount of
such payment to the Employee, on an interest-free basis and shall indemnify and
hold the Employee harmless, on an after-tax basis, from any Excise Tax or
income tax (including interest or penalties with respect thereto) imposed with
respect to such advance or with respect to any imputed income with respect to
such advance; and further provided that any extension of the statute of
limitations relating to payment of taxes for the taxable year of the Employee
with respect to which such contested amount is claimed to be due is limited
solely to such contested amount. 
Furthermore, the Company’s control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and
the Employee shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing
authority.


 


(d)                                 If,
after the receipt by the Employee of an amount advanced by the Company pursuant
to Section 3(c), the Employee becomes entitled to receive any refund with
respect to such claim, the Employee shall (subject to the Company’s complying
with the requirements of Section 3(c)) promptly pay to the Company the amount
of such refund (together with any interest paid or credited thereon after taxes
applicable thereto).  If, after the
receipt by the Employee of an amount advanced by the Company pursuant to Section
3(c), a determination is made that the Employee shall not be entitled to any
refund with respect to such claim and the Company does not notify the Employee
in writing of its intent to contest such denial of refund prior to the
expiration of 30 days after such determination, then such advance shall be
forgiven and shall not be required to be repaid and the amount of such advance
shall offset, to the extent thereof, the amount of Gross-Up Payment required to
be paid.


 


4.                                       Conditions of Severance Benefits.  Employee shall receive the severance
benefits set forth in Section 2(a) hereof if Employee: (a) executes a general
release of the Company, in a form and of a scope determined by the Company in
good faith; (b) presents satisfactory evidence to the Company that she/he has
returned all Company property, confidential information and documentation to
the Company; (c) complies with, and does not violate, any provision of the
Employee Non-Disclosure and Developments Agreement (“Confidentiality
Agreement”) or the Employee Non Competition Agreement (“Non Compete Agreement”)
that Employee has entered into with the Company; and (d) provides the Company
with a signed, written resignation of Employee’s status as an officer and/or
director of the Company or any of its affiliates, if applicable.  In the event the Company determines in good
faith that Employee has breached, or has threatened to breach, any material
provision of the Confidentiality Agreement or the Non Compete Agreement, the
Company shall immediately terminate all severance benefits and Employee shall
no longer be entitled to such benefits. 
Such termination of benefits shall be


 


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in addition to any
and all legal and equitable remedies available to the Company, including
injunctive relief.


 


5.                                       Expenses.  The Company shall pay any and all reasonable
legal fees and expenses incurred by the Employee in seeking to obtain or
enforce, by bringing an action against the Company, any right or benefit
provided in this Agreement, if the Employee is successful in whole or in part
in such action.


 


6.                                       Withholding.  Notwithstanding anything in this Agreement
to the contrary, all payments required to be made by the Company hereunder to
the Employee or his estate or beneficiaries shall be subject to the withholding
of such amounts relating to taxes as the Company reasonably may determine it
should withhold pursuant to any applicable law or regulation.  In lieu of withholding such amounts, in
whole or in part, the Company may, in its sole discretion, accept other
provisions for the payment of taxes and any withholdings as required by law,
provided that the Company is satisfied that all requirements of law affecting
its responsibilities to withhold compensation have been satisfied.


 


7.                                       No Duty
to Mitigate.  the
Employee’s payments received hereunder shall be considered severance pay in
consideration of past service, and pay in consideration of continued service
from the date hereof and entitlement thereto shall not be governed by any duty
to mitigate damages by seeking further employment.


 


8.                                       Amendments
or Additions; Action by Board of Directors.  No amendments or additions to this Agreement
shall be binding unless in writing and signed by both parties hereto.  The prior approval by the Company’s Board of
Directors shall be required in order for the Company to authorize any
amendments  to this Agreement.


 


9.                                       Governing
Law.  This Agreement
shall be governed by the laws of United States to the extent applicable and
otherwise by the laws of the Commonwealth of Massachusetts, excluding the
choice of law rules thereof.


 


10.                                 Assignment.  The rights and obligations of the Company
under this Agreement shall be binding upon its successors and assigns and may
be assigned by the Company to the successors in interest of the Company.  The rights and obligations of the Employee
under this Agreement shall be binding upon his heirs, legatees, personal
representatives, executors or administrators. 
This Agreement may not be assigned by the Employee, but any amount owed
to the Employee upon his death or disability resulting in his inability to
manage his affairs shall inure to the benefit of his guardian, heirs, legatees,
personal representatives, executors, or administrators.


 


11.                                 Notice.  For purposes of this Agreement, notices and
all other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when hand delivered, sent by overnight
courier, or mailed by first-class, registered or certified mail, return receipt
requested, postage prepaid, or transmitted by telegram, telecopy, or telex,
addressed as follows:


 


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If to the Company:


 


Cytyc Corporation


85 Swanson Road


Boxborough, MA
01719


 


ATTN:  VP General Counsel


Fax 978-266-3188


C.C. VP Human
Resources


Fax 978-266-3187


 


 


If to the
Employee:


 


[EMPLOYEE]


[ADDRESS]


 


 


or to such other
address as either party may have furnished to the other in writing in
accordance herewith, except that notices of change of address shall be
effective only upon receipt.


 


12.                                 Other
Agreements. This Agreement may not constitute the entire
agreement between the parties hereto providing for severance payments in
connection with a termination of employment; provided, however,
that if the Employee is entitled to severance payments pursuant to this
Agreement and pursuant to any other oral or written agreements, (except as
provided in Section 1 above) commitments or understandings calling for
severance payments in connection with a termination of employment, the
severance payments paid to the Employee by the Company in connection with such
termination of employment shall be limited to the greater of (i) severance
payments provided pursuant to this Agreement or (ii) severance payments provided
by the Company pursuant to such other oral or written agreements, commitments
or understandings.  If the Employee is
entitled to severance payments pursuant to this Agreement and pursuant to any
other oral or written agreements, commitments or understandings calling for
severance payments in connection with a termination of employment, the Employee
shall determine, in the Employee’s sole discretion, by notice given in writing
to the Company, which payments are greater.


 


13.                                 Severability.  If any part of any provision of this
Agreement shall be invalid or unenforceable under applicable law, such part
shall be ineffective to the extent of such invalidity or unenforceability only,
without in any way affecting the remaining parts of such provision or the remaining
provisions of this Agreement.


 


14.                                 Arbitration.  Any dispute, controversy or claim arising out of, or in
connection with this Agreement shall be exclusively subject to arbitration
before the American Arbitration Association (“AAA”).  Such arbitration shall take place in the Commonwealth of


 


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Massachusetts
before a single arbitrator in accordance with AAA’s then current National Rules
for the Resolution of Employment Disputes. 
The Company shall be responsible for the payment of the arbitrator’s
fees.  Judgment upon any arbitration
award may be entered in any court of competent jurisdiction.  All parties shall cooperate in the process
of arbitration for the purpose of expediting discovery and completing the
arbitration proceedings.  Nothing
contained in this Section or elsewhere in this Agreement shall in any way
deprive the Company of its right to obtain injunctive relief in a court of
competent jurisdiction for purposes of enforcing the agreements between the
Company and the Employee listed in Section 4(c) of this Agreement.


 


15.                                 Survival of Obligations and Rights.  The obligations and rights contained herein
shall survive the termination of Employee’s employment for any reason.


 


16.                                 At-Will Employment.  The Employee and the Company acknowledge
that the employment of the Employee by the Company is and will continue to be
“at will” and the Employee’s employment with the Company may be terminated by
the Employee or the Company at any time.


 


17.                                 Defined terms.  For the purpose of this Agreement, the following terms shall
have the meaning provided in this Section 17.


 


“Accrued
Obligations” means the sum of (1) the Employee’s Annual Base
Salary through the Date of Termination to the extent not theretofore paid, (2)
the product of (x) the Annual Bonus and (y) a fraction, the numerator of which
is the number of days in the current fiscal year through the Date of
Termination, and the denominator of which is 365, and (3) any compensation
previously deferred by the Employee (together with any accrued interest or
earnings thereon) and any accrued vacation pay, in each case, to the extent not
theretofore paid.


 


“Annual
Base Salary” means the greater of (a) the Current Annual Base
Salary or (b) the amount equal to twelve times the highest monthly base salary
paid or payable, including any base salary which has been earned but deferred,
to the Employee by the Company and its affiliated companies in respect of the
twelve-month period immediately preceding the month in which the Date of
Termination occurs.


 


“Annual
Bonus” means the greater of (i) the annual bonus that would
be payable to the Employee if all performance targets under the Company’s
Annual Incentive Plan were met for the fiscal year in which the Date of Termination
takes place or  (ii) the Employee’s  annual bonus  received in the fiscal year prior to the Date of Termination.


 


“Cause”
means conduct involving one or more of the following:  (i) the substantial and continuing failure of the employee, after
written notice therof, to render services to the Company in accordance with the
terms or requirements of his or her employment; (ii) disloyalty, gross
negligence, willful misconduct, dishonesty or breach of fiduciary duty to the
Company which results in substantial direct or indirect loss, damage or injury
to the Company; (iii) the commission of a felony; (iv) deliberate disregard of
the rules or policies of the Company which results in substantial direct or
indirect loss, damage or injury to the Company; (v) the


 


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unauthorized
disclosure of trade secrets or confidential information of the Company which
results in substantial direct or indirect loss, damage or injury to the Company
; (vi) the commission of an act which constitutes unfair competition with the
Company or which induces any customer or supplier to breach a material contract
with the Company; or (vii) a violation of federal or state securities laws or
regulations.


 


“Change
of Control” means:


 


(a)                                  The
acquisition by any individual, entity or group (within the meaning of Section
13(d) (3) or 14(d) (2) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of more than 20%  of either (i) the then outstanding shares of
common stock of the Company (the “Outstanding Company Common Stock”) or (ii)
the combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors (the
“Outstanding Company Voting Securities”); provided, however, that
for purposes of this subsection (a), the following acquisitions shall not
constitute a Change of Control: (i) any acquisition by the Company, (ii) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company or (iii)
any acquisition by any entity pursuant to a transaction which complies with
clauses (i), (ii) and (iii) of subsection (c); or


 


(b)                                 Individuals
who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease
for any reason to constitute at least a majority of the Board; provided,
however, that any individual 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 a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board; or


 


(c)                                  Consummation
of a reorganization, merger or consolidation or sale or other disposition of
all or substantially all of the assets of the Company (a “Business Combination”),
in each case, unless, following such Business Combination, (i) all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than  80% of, respectively, the then outstanding shares of common stock
and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case may be, of
the entity resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company’s assets either directly or
through one or more subsidiaries) in substantially the same proportions as
their ownership, immediately prior to such Business Combination of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, as
the case may be, and (ii) no Person (excluding any corporation resulting from
such Business Combination or any employee benefit plan (or related trust) of
the Company or such


 


9

















 


corporation resulting from
such Business Combination) beneficially owns, directly or indirectly, 20% or
more of, respectively, the then outstanding shares of common stock of the
corporation resulting from such Business Combination or the combined voting
power of the then outstanding voting securities of such corporation except to
the extent that such ownership existed prior to the Business Combination and
(iii) at least a majority of the members of the board of directors of the
corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement, or of
the action of the Board, providing for such Business Combination; or


 


(d)                                 Approval
by the shareholders of the Company of a complete liquidation or dissolution of
the Company.


 


“Change
of Control Event” means the earlier of (i) a Change of
Control or (ii) the execution and delivery by the Company of an agreement
providing for a Change of Control.


 


“Change
of Control Period” means the period commencing upon a Change
of Control Event and ending two years after a Change of Control.


 


“Current
Annual Base Salary” means the annual base salary payable to
the Employee by the Company and its affiliates as of the Date of Termination of
employment.


 


“Date
of Termination” means the effective date of termination of
the Employee’s employment.


 


“Good
Reason” means (1) any proposed or actual material reduction
in the Employee’s base salary, fringe benefits or bonus eligibility, except, in
the case of fringe benefits or bonus eligibility, in connection with a
reduction in such compensation generally applicable to peer employees of the
Company; (2) the Employee has his responsibilities or areas of supervision with
the Company substantially reduced in the Employee’s reasonable judgment; (3)
the Employee has his responsibilities or areas of supervision with the Company
substantially increased without an appropriate increase in Employee’s
compensation in the Employee’s reasonable judgment; (4) the Employee is
required to move his office outside the metropolitan area in which the office
of the Employee was located immediately prior to the Change of Control or (5)
[CEO Only] if following the Change of Control Event, the Employee does not
continue as the Chief Executive Officer of the most senior resulting entity.


 


“Other
Benefits” means any other amounts or benefits required to be
paid or provided or which the Employee is eligible to receive under any plan,
program, policy or practice or contract or agreement of the Company and its
affiliated companies.


 


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IN WITNESS
WHEREOF, the parties have executed and delivered this Agreement, or have caused
this Agreement to be executed and delivered, to be effective as of July 23,
2003.


 


 


 


	
  Date:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  A. Suzanne
  Meszner-Eltrich

  
	
   

  	
   

  	
  Title:

  	
  Vice President, General
  Counsel & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  
							



 


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