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   endorsed by a majority of the members of the Company’s board of directors before thedate of the appointment or election.  (iv) The date that any person, or more than one person acting as a group, acquires(or has acquired during the 12-month period ending on the date of the most recentacquisition by such person or persons) assets from the Company that have a total grossfair market value equal to or more than 40% of the total gross fair market value of allof the assets of the Company immediately before the acquisition or acquisitions.(b) Upon the occurrence of a Change in Control at any time during the Term, this Agreement shallbecome immediately operative.(c) The period during which this Agreement shall be in effect (the “Term”) shall commence as ofthe date hereof and shall expire as of the later of (i) the close of business on December 31,______ or (ii) if there has been a Change in Control, the expiration of the Period of Employment(as that term is hereinafter defined); provided, however, that (A) commencing on January 1, ______ and each January 1 thereafter, the term of this Agreement shall automatically be extended for anadditional year unless, not later than September 30 of the immediately preceding year, the Companyor the Executive shall have given notice that it or he, as the case may be, does not wish to havethe Term extended and (B) subject to Section 19 hereof, if, prior to a Change in Control, theExecutive ceases for any reason to be an employee of the Company and any Subsidiary, thereupon theTerm shall be deemed to have expired and this Agreement shall immediately terminate and be of nofurther effect.**2.****Employment; Period of Employment**(a) Subject to the terms and conditions of this Agreement, upon the occurrence of a Change inControl, the Company shall continue the Executive in its employ and the Executive shall remain inthe employ of the Company and/or a Subsidiary, as the case may be, for the period set forth inSection 2(b) hereof (the “Period of Employment”), in the position and with substantially the sameduties and responsibilities that he had immediately prior to the Change in Control, or to whichthe Company and the Executive may hereafter mutually agree in writing. Throughout the Period ofEmployment, the Executive shall devote substantially all of his time during normal business hours(subject to vacations, sick leave and other absences in accordance with the policies of theCompany as in effect for senior executives immediately prior to the Change in Control) to thebusiness and affairs of the Company, but nothing in this Agreement shall preclude the Executivefrom devoting reasonable periods of time during normal business hours to (i) serving as adirector, trustee or member of or participant in any organization or business so long as suchactivity would not constitute Competitive Activity (as that term is hereafter defined) ifconducted by the Executive after the Executive’s Termination Date (as that term is hereafterdefined), (ii) engaging in charitable and community activities, or (iii) managing his personalinvestments.(b) The Period of Employment shall commence on the date of an occurrence of a Change in Controland, subject only to the provisions of Section 4 hereof, shall continue until the earliest of (i)the expiration of the third anniversary of the occurrence of the Change in Control, (ii) theExecutive’s death, (iii) the cessation of active employment by reason of the Executive’sdisability and the actual receipt of disability benefits in accordance with Section 4(a)(ii), or(iv) the Executive’s attainment of age 65; provided, however, that commencing on each anniversaryof the Change of Control, the Period of Employment shall automatically be extended for anadditional year unless, not later than 90 calendar days prior to such anniversary date, either the
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Company or the Executive shall have given written notice to the other that the Period ofEmployment shall not be so extended.**3.****Compensation During Period of Employment**(a) Upon the occurrence of a Change in Control, the Executive shall receive during the Period ofEmployment (i) annual base salary at a rate not less than the Executive’s annual fixed or basecompensation (payable monthly or otherwise as in effect for senior executives of the Companyimmediately prior to the occurrence of a Change in Control) or such higher rate as may bedetermined from time to time by the Board or the Compensation Committee thereof (which base salaryat such rate is herein referred to as “Base Pay,” and one year’s worth of such Base Pay is hereinreferred to as the “Annual Base Pay Amount”) and (ii) an annual amount (the “Annual Incentive PayAmount”) equal to not less than the highest aggregate annual bonus, incentive or other payments ofcash compensation in addition to the amounts referred to in clause (i) above made or to be made inregard to services rendered in any calendar year during the three calendar years immediatelypreceding the year in which the Change in Control occurred pursuant to any annual bonus,incentive, profit-sharing, performance, discretionary pay or similar agreement, policy, plan,program or arrangement (whether or not funded) of the Company or any successor thereto providingbenefits at least as great as the benefits payable thereunder prior to a Change in Control(“Incentive Pay”) payable in accordance with the terms of any such program; provided, however,that (A) with the prior written consent of the Executive, nothing herein shall preclude a changein the mix between Base Pay and Incentive Pay so long as that the aggregate cash compensationreceived by the Executive in any one calendar year is not reduced in connection therewith or as aresult thereof, (B) in no event shall any increase in the Executive’s aggregate cash compensationor any portion thereof in any way diminish any other obligation of the Company under thisAgreement, and (C) no duplicate payment hereunder will be made in respect of any amount actuallypaid to the Executive pursuant to any such agreement, policy, plan, program or arrangement.(b) For his service pursuant to Section 2(a) hereof during the Period of Employment the Executiveshall be a full participant in, and shall be entitled to the perquisites, benefits and servicecredit for benefits as provided under, any and all employee retirement income and welfare benefitpolicies, plans, programs or arrangements in which senior executives of the Company participate,including without limitation any stock option, stock purchase, stock appreciation, savings,pension, supplemental executive retirement or other retirement income or welfare benefit, deferredcompensation, incentive compensation, group and/or executive life, health, medical/ hospital orother insurance (whether funded by actual insurance or self-insured by the Company), disability,salary continuation, expense reimbursement and other employee benefit policies, plans, programs orarrangements that may now exist or any equivalent successor policies, plans, programs orarrangements that may be adopted hereafter by the Company providing perquisites, benefits andservice credit for benefits at least as great as are payable thereunder prior to a Change inControl (collectively, “Employee Benefits”); provided, however, that except as expressly providedin, and subject to the terms of, Section 3(a) hereof, the Executive’s rights thereunder shall begoverned by the terms thereof and shall not be enlarged hereunder or otherwise affected hereby.If and to the extent such perquisites, benefits or service credit for benefits are not payable orprovided under any such policy, plan, program or arrangement as a result of the amendment ortermination thereof, then the Company shall itself pay or provide therefor. Nothing in thisAgreement shall preclude improvement or enhancement of any such Employee Benefits, provided thatno such improvement shall in any way diminish any other obligation of the Company under thisAgreement.
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**4.****Separation From Service Following a Change in Control**(a) In the event of the occurrence of a Change in Control, the Executive may be separated fromservice by the Company during the Period of Employment and the Executive shall not be entitled tothe benefits provided by Section 5 hereof only upon the occurrence of one or more of the followingevents:(i) The Executive’s death;(ii) If the Executive shall become permanently disabled within the meaning of, and beginsactually to receive disability benefits pursuant to, the long-term disability plan ineffect for senior executives of the Company immediately prior to the Change in Control; or(iii) The Executive’s attainment of age 65;(iv) “Cause”, which for purposes of this Agreement shall mean that, prior to any separationfrom service pursuant to Section 4(b) hereof, the Executive shall have committed:(A) an intentional act of fraud, embezzlement or theft in connection with hisduties or in the course of his employment with the Company and/or any Subsidiary;(B) intentional wrongful damage to property of the Company and/or any Subsidiary;(C) intentional wrongful disclosure of secret processes or confidential informationof the Company and/or any Subsidiary; or(D) intentional wrongful engagement in any Competitive Activity;and any such act shall have been materially harmful to the Company. For purposes of thisAgreement, no act, or failure to act, on the part of the Executive shall be deemed“intentional” if it was due primarily to an error in judgment or negligence, but shall bedeemed “intentional” only if done, or omitted to be done, by the Executive not in goodfaith and without reasonable belief that his action or omission was in the best interest ofthe Company. Notwithstanding the foregoing, the Executive shall not be deemed to have beenseparated from service for “Cause” hereunder unless and until there shall have beendelivered to the Executive a copy of a resolution duly adopted by the affirmative vote ofnot less than three-quarters of the Board then in office at a meeting of the Board calledand held for such purpose (after reasonable notice to the Executive and an opportunity forthe Executive, together with his counsel, to be heard before the Board), finding that, inthe good faith opinion of the Board, the Executive had committed an act set forth above inSection 4(a)(iv) and specifying the particulars thereof in detail. Nothing herein shalllimit the right of the Executive or his beneficiaries to contest the validity or proprietyof any such determination.(b) In the event of the occurrence of a Change in Control, this Agreement may be terminated by theExecutive during the Period of Employment with the right to severance compensation as provided inSection 5 hereof upon the occurrence of one or more of the following events (regardless of whetherany other reason, other than Cause as hereinabove provided, for such termination exists or hasoccurred, including without limitation other employment):
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(i) Any separation from service of the Executive by the Company prior to the date uponwhich the Executive shall have attained age 65, which separation from service shall be forany reason other than for Cause or as a result of the death of the Executive or by reasonof the Executive’s disability and the actual receipt of disability benefits in accordancewith Section 4(a)(ii) hereof; or(ii) Separation from service by the Executive of his employment with the Company and anySubsidiary within three years after the Change in Control upon the occurrence of any of thefollowing events:(A) Failure to elect or reelect or otherwise to maintain the Executive in theoffice or the position, or a substantially equivalent office or position, of orwith the Company and/or a Subsidiary, as the case may be, which the Executive heldimmediately prior to a Change in Control, or the removal of the Executive as aDirector of the Company (or any successor thereto) if the Executive shall have beena Director of the Company immediately prior to the Change in Control;(B) A significant adverse change in the nature or scope of the authorities, powers,functions, responsibilities or duties attached to the position with the Company andany Subsidiary which the Executive held immediately prior to the Change in Control,a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay receivedfrom the Company and any Subsidiary, or the termination or denial of theExecutive’s rights to Employee Benefits as herein provided, any of which is notremedied within 10 calendar days after receipt by the Company of written noticefrom the Executive of such change, reduction or termination, as the case may be;(C) A determination by the Executive made in good faith that as a result of aChange in Control and a change in circumstances thereafter significantly affectinghis position, including without limitation a change in the scope of the business orother activities for which he was responsible immediately prior to a Change inControl, he has been rendered substantially unable to carry out, has beensubstantially hindered in the performance of, or has suffered a substantialreduction in, any of the authorities, powers, functions, responsibilities or dutiesattached to the position held by the Executive immediately prior to the Change inControl, which situation is not remedied within 10 calendar days after writtennotice to the Company from the Executive of such determination;(D) The liquidation, dissolution, merger, consolidation or reorganization of theCompany or transfer of all or a significant portion of its business and/or assets,unless the successor or successors (by liquidation, merger, consolidation,reorganization or otherwise) to which all or a significant portion of its businessand/or assets have been transferred (directly or by operation of law) shall haveassumed all duties and obligations of the Company under this Agreement pursuant toSection 11 hereof;(E) The Company shall relocate its principal executive offices, or require theExecutive to have his principal location of work changed, to any location which isin excess of 25 miles from the location thereof immediately prior to the Change ofControl or to travel away from his office in the course of discharging hisresponsibilities or duties hereunder significantly more (in terms of eitherconsecutive days or aggregate days in any calendar year) than was required of
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him prior to the Change of Control without, in either case, his prior writtenconsent; or(F) Without limiting the generality or effect of the foregoing, any material breachof this Agreement by the Company or any successor thereto.(c) A separation from service by the Company pursuant to Section 4(a) hereof or by theExecutive pursuant to Section 4(b) hereof shall not affect any rights which the Executive may havepursuant to any agreement, policy, plan, program or arrangement of the Company providing EmployeeBenefits (except as provided in Section 5(a)(v) hereof), which rights shall be governed by theterms thereof. If this Agreement or the employment of the Executive is terminated undercircumstances in which the Executive is not entitled to any payments under Sections 3 or 5 hereof,the Executive shall have no further obligation or liability to the Company hereunder with respectto his prior or any future employment by the Company.**5.****Severance Compensation**(a) If, following the occurrence of a Change in Control, the Executive is separated from serviceby the Company during the Period of Employment other than pursuant to Section 4(a) hereof, or ifthe Executive shall separate from service pursuant to Section 4(b) hereof (“Termination Date”),the Company shall continue to provide the following benefits:(i) Base Pay through the Termination Date, to the extent not previously paid to theExecutive, payable in the next normal bi-weekly pay.(ii) Incentive Pay for any calendar year ended before the Termination Date in the sameamount that would have been payable to the Executive with respect to that calendar year ifthe Executive had remained in the employ of the Company through the end of the Period ofEmployment, to the extent not previously paid to the Executive, payable in a lump sum inaccordance with the terms of the program, or if later, within 60 days after the six-monthanniversary of the Termination Date.(iii) An amount constituting a pro rata Incentive Pay award for the partial year ending onthe Termination Date and equal to (A) the greater of (I) the Annual Incentive Pay Amount or(II) the aggregate Incentive Pay to which the Executive would have been entitled pursuantto this Agreement or any agreement, policy, plan, program or arrangement referred totherein had he remained in the employ of the Company through the end of the calendar yearin which his employment is terminated, multiplied by (B) a fraction, the numerator of whichis the number of days from January 1 of the calendar year in which the Termination Dateoccurs to the Termination Date, inclusive, and the denominator of which is 365. Thisamount will be paid in a lump sum within 60 days after the six-month anniversary of theTermination Date.(iv) In lieu of any further payments to the Executive for periods subsequent to theTermination Date, but without affecting the rights of the Executive referred to in Section5(b) hereof, a lump sum payment (the “Severance Payment”) in an amount equal to 3 times thesum of (A) the Annual Base Pay Amount (at the highest rate in effect for any period priorto the Termination Date), plus (B) the Annual Incentive Pay Amount. This amount will bepaid within 60 days after the six-month anniversary of the Termination Date.(v) For the period commencing on the Termination Date and ending on the third anniversaryof the Termination Date (the “Benefit Continuation Period”), the Company shall arrange toprovide the Executive with Employee Benefits that are welfare benefits,
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but not stock option, stock purchase, stock appreciation, or similar compensatory benefits,substantially similar to those which the Executive was receiving or entitled to receiveimmediately prior to the Termination Date (and if and to the extent that such benefitsshall not or cannot be paid or provided under any policy, plan, program or arrangement ofthe Company or any Subsidiary, as the case may be, then the Company shall itself pay orprovide for the payment to the Executive, his dependents and beneficiaries, such EmployeeBenefits). Without otherwise limiting the purposes or effect of Section 6 hereof, EmployeeBenefits otherwise receivable by the Executive pursuant to the first sentence of thisSection 5(a)(v) shall be reduced to the extent comparable welfare benefits are actuallyreceived by the Executive from another employer during the Benefit Continuation Period, andany such benefits actually received by the Executive shall be reported by the Executive tothe Company.(vi) An amount equal to the sum of (A) excess of (I) the actuarial equivalent of thebenefit under the Company’s qualified defined benefit retirement plan (the “RetirementPlan”) (utilizing actuarial assumptions no less favorable to the Executive than those ineffect under the Retirement Plan immediately prior to the Change in Control) and any excessor supplemental defined benefit retirement plan in which the Executive participates(collectively, the “SERP”) that the Executive would receive if the Executive’s employmentcontinued for three years after the Termination Date, assuming for this purpose that (a)all accrued benefits are fully vested, (b) the Executive’s age is increased by the numberof years that the Executive is deemed to be so employed, and (c) the Executive’scompensation in each of the three years is that required by Section 5(a)(v), over (II) theactuarial equivalent of the Executive’s actual benefit (paid or payable), if any, under theRetirement Plan and the SERP as of the Termination Date and (B) an amount equal to the sumof the Company matching and profit sharing contributions under the Company’s qualifieddefined contribution plans and any excess or supplemental defined contributions plans inwhich the Executive participates that the Executive would receive if the Executive’semployment continued for three years after the Termination Date, assuming for this purposethat (w) the Company’s matching and profit sharing contributions under the Company’squalified defined contribution plan are equal to the most recent such contributions made bythe Company prior to the Change in Control, (x) the Executive’s benefits under such plansare fully vested and (y) a 7 percent annual interest rate is applied to the first andsecond year’s worth of such contributions. This amount will be paid in a lump sum within60 days after the six-month anniversary of the Termination Date.The amount of in-kind benefits provided during the Executive’s taxable year does not affect thein-kind benefits provided in any other taxable year. The right to in-kind benefits is not subjectto liquidation or exchange for another benefit.(b) There shall be no right of set-off or counterclaim in respect of any claim, debt orobligation against any payment to or benefit for the Executive provided for in this Agreement,except as expressly provided in Section 5(a)(v) hereof.(c) Without limiting the rights of the Executive at law or in equity, if the Company fails to makeany payment required to be made hereunder on a timely basis, the Company shall include with suchlate payment interest on the amount thereof at an annualized rate of interest equal to thethen-applicable discount rate required to be utilized for purposes of Section 280G of the Code orany successor provision thereto, or if no such rate is so required to be used, a rate equal to thethen applicable interest rate prescribed by the Pension Benefit Guarantee
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Corporation for benefit valuations in connection with non-multiemployer pension plan terminationsassuming the immediate commencement of benefit payments.(e) Notwithstanding any other provision hereof, the parties’ respective rights and obligationsunder this Section 5 will survive any termination or expiration of this Agreement or thetermination of the Executive’s employment for any reason whatsoever.**6.****No Mitigation Obligation**The Company hereby acknowledges that it will be difficult, and may be impossible, for theExecutive to find reasonably comparable employment following the Termination Date and that thenoncompetition covenant contained in Section 7 hereof will further limit the employmentopportunities for the Executive. In addition, the Company acknowledges that its severance payplans applicable in general to its salaried employees do not provide for mitigation, offset orreduction of any severance payment received thereunder. Accordingly, the parties hereto expresslyagree that the payment of the severance compensation by the company to the Executive in accordancewith the terms of this Agreement will be liquidated damages, and that the Executive shall not berequired to mitigate the amount of any payment provided for in this Agreement by seeking otheremployment or otherwise, nor shall any profits, income, earnings or other benefits from any sourcewhatsoever create any mitigation, offset, reduction or any other obligation on the part of theExecutive hereunder or otherwise, except as expressly provided in Section 5(a)(v) hereof.**7.****Competitive Activity**During a period ending one year following the Termination Date, if the Executive shall havereceived or shall be receiving benefits under Section 5 hereof, the Executive shall not, withoutthe prior written consent of the Company, which consent shall not be unreasonably withheld, engagein any Competitive Activity. For purposes of this Agreement, the term “Competitive Activity” shallmean the Executive’s participation, without the written consent of an officer of the Company, inthe management of any business enterprise if such enterprise engages in substantial and directcompetition with the Company and such enterprise’s sales of any product or service competitive withany product or service of the Company amounted to 25% of such enterprise’s net sales for its mostrecently completed fiscal year and if the Company’s net sales of said product or service amountedto 25% of the Company’s net sales for its most recently completed fiscal year. “CompetitiveActivity” shall not include (i) the mere ownership of securities in any such enterprise andexercise of rights appurtenant thereto or (ii) participation in management of any such enterpriseother than in connection with the competitive operations of such enterprise.**8.****Legal Fees and Expenses**(a) It is the intent of the Company that the Executive not be required to incur legal fees and therelated expenses associated with the enforcement or defense of his rights under this Agreement bylitigation or other legal action because the cost and expense thereof would substantially detractfrom the benefits intended to be extended to the Executive hereunder. Accordingly, if it shouldappear to the Executive that the Company has failed to comply with any of its obligations underthis Agreement or in the event that the Company or any other person takes or threatens to take anyaction to declare this Agreement void or unenforceable, or institutes any litigation or otheraction or proceeding designed to deny, or to recover from, the Executive the benefits provided orintended to be provided to the Executive hereunder, the Company irrevocably authorizes theExecutive from time to time to retain counsel of his choice, at the expense of the Company ashereafter provided, to represent the Executive in connection
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with the initiation or defense of any litigation or other legal action, whether by or against theCompany or any Director, officer, stockholder or other person affiliated with the Company, in anyjurisdiction. Notwithstanding any existing or prior attorney-client relationship between theCompany and such counsel, the Company irrevocably consents to the Executive’s entering into anattorney-client relationship with such counsel, and in that connection the Company and theExecutive agree that a confidential relationship shall exist between the Executive and suchcounsel. Without respect to whether the Executive prevails, in whole or in part, in connectionwith any of the foregoing, the Company shall pay or cause to be paid and shall be solelyresponsible for any and all attorneys’ and related fees and expenses incurred by the Executive inconnection with any of the foregoing. The amount of expenses eligible for reimbursement orin-kind benefits provided during the Executive’s taxable year will not affect the expenseseligible for reimbursement or in-kind benefits to be provided, in any other taxable year. Theright to reimbursement or in-kind benefits is not subject to liquidation or exchange for anotherbenefit.(b) Without limiting the generality or effect of Section 8(a) hereof, in order to ensure thebenefits intended to be provided to the Executive under Section 8(a) hereof, the Company willpromptly use its best efforts to secure an irrevocable standby letter of credit (the “Letter ofCredit”), issued by National City Bank or another bank having combined capital and surplus inexcess of $500 million (the “Bank”) for the benefit of the Executive and certain other of theofficers of the Company and providing that the fees and expenses of counsel selected from time totime by the Executive pursuant to this Section 8 shall be paid, or reimbursed to the Executive ifpaid by the Executive, on a regular, periodic basis upon presentation by the Executive to the Bankof a statement or statements prepared by such counsel in accordance with its customary practices.The Company shall pay all amounts and take all action necessary to maintain the Letter of Creditduring the Period of Employment and for 2 years thereafter and if, notwithstanding the Company’scomplete discharge of such obligations, such Letter of Credit shall be terminated or not renewed,the Company shall obtain a replacement irrevocable clean letter of credit drawn upon a commercialbank selected by the Company and reasonably acceptable to the Executive, upon substantially thesame terms and conditions as contained in the Letter of Credit, or any similar arrangement which,in any case, assures the Executive the benefits of this Agreement without incurring any cost orexpense in connection therewith.(c) Notwithstanding any other provision hereof, the parties’ respective rights and obligationsunder this Section 8 will survive any termination or expiration of this Agreement or thetermination of the Executive’s employment for any reason whatsoever.**9.****Employment Rights**Nothing expressed or implied in this Agreement shall create any right or duty on the part of theCompany or the Executive to have the Executive remain in the employment of the Company prior toany Change in Control; provided, however, that any termination of employment of the Executive orthe removal of the Executive from his office or position in the Company or any Subsidiaryfollowing the commencement of any discussion with a third person that ultimately results in aChange in Control shall be deemed to be a termination or removal of the Executive after a Changein Control for purposes of this Agreement.**10.****Withholding of Taxes**The Company may withhold from any amounts payable under this Agreement all federal, state, city orother taxes as shall be required pursuant to any law or government regulation or ruling.
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**11.****Successors and Binding Agreement**(a) The Company shall require any successor (whether direct or indirect, by purchase, merger,consolidation, reorganization or otherwise) to all or substantially all of the business and/orassets of the Company, by agreement in form and substance satisfactory to the Executive, expresslyto assume and agree to perform this Agreement in the same manner and to the same extent theCompany would be required to perform if no such succession had taken place. This Agreement shallbe binding upon and inure to the benefit of the Company and any successor to the Company,including without limitation any persons acquiring directly or indirectly all or substantially allof the business and/or assets of the Company whether by purchase, merger, consolidation,reorganization or otherwise (and such successor shall thereafter be deemed the “Company” for thepurposes of this Agreement), but shall not otherwise be assignable, transferable or delegable bythe Company.(b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal orlegal representatives, executors, administrators, successors, heirs, distributees and/or legatees.(c) This Agreement is personal in nature and neither of the parties hereto shall, without theconsent of the other, assign, transfer or delegate this Agreement or any rights or obligationshereunder except as expressly provided in Sections 11(a) and 11(b) hereof. Without limiting thegenerality of the foregoing, the Executive’s right to receive payments hereunder shall not beassignable, transferable or delegable, whether by pledge, creation of a security interest orotherwise, other than by a transfer by his will or by the laws of descent and distribution and, inthe event of any attempted assignment or transfer contrary to this Section 11(c), the Companyshall have no liability to pay any amount so attempted to be assigned, transferred or delegated.(d) The Company and the Executive recognize that each party will have no adequate remedy at lawfor breach by the other of any of the agreements contained herein and, in the event of any suchbreach, the Company and the Executive hereby agree and consent that the other shall be entitled toa decree of specific performance, mandamus or other appropriate remedy to enforce performance ofthis Agreement.**12.****Notice**For all purposes of this Agreement, all communications including without limitation notices,consents, requests or approvals, provided for herein shall be in writing and shall be deemed tohave been duly given when delivered or 5 business days after having been mailed by United Statesregistered or certified mail, return receipt requested, postage prepaid, addressed to the Company(to the attention of the Secretary of the Company) at its principal executive office and to theExecutive at his principal residence, or to such other address as any party may have furnished tothe other in writing and in accordance herewith, except that notices of change of address shall beeffective only upon receipt.**13.****Governing Law**The validity, interpretation, construction and performance of this Agreement shall be governed bythe laws of the State of Ohio, without giving effect to the principles of conflict of laws of suchState.**14.****Validity**If any provision of this Agreement or the application of any provision hereof to any person orcircumstances is held invalid, unenforceable or otherwise illegal, the remainder of this
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Agreement and the application of such provision to any other person or circumstances shall not beaffected, and the provision so held to be invalid, unenforceable or otherwise illegal shall bereformed to the extent (and only to the extent) necessary to make it enforceable, valid and legal.**15.****Miscellaneous**No provision of this Agreement may be modified, waived or discharged unless such waiver,modification or discharge is agreed to in writing signed by the Executive and the Company. Nowaiver by either party hereto at any time of any breach by the other party hereto or compliancewith any condition or provision of this Agreement to be performed by such other party shall bedeemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior orsubsequent time. No agreements or representations, oral or otherwise, expressed or implied withrespect to the subject matter hereof have been made by either party which are not set forthexpressly in this Agreement.**16.****Counterparts**This Agreement may be executed in one or more counterparts, each of which shall be deemed to be anoriginal but all of which together will constitute one and the same agreement.     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and deliveredas of the date first above written.         EXECUTIVE   THE LUBRIZOL CORPORATION               By:                   Chairman, President and        Chief Executive Officer  0909lmre
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