Employment
Agreement for Nancy E. Cooper


 

















 


IMS
HEALTH INCORPORATED


 


Employment
Agreement for Nancy E. Cooper


 


	
  1.

  	
  Employment.

  
	
   

  	
   

  
	
  2.

  	
  Term.

  
	
   

  	
   

  
	
  3.

  	
  Offices
  and Duties.

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  Generally

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Place of
  Employment

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Salary and
  Annual Incentive Compensation.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Base Salary

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Annual Incentive
  Compensation

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Long-Term
  Compensation, Including Stock Options, Benefits, Deferred Compensation, and
  Expense Reimbursement.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Executive Compensation
  Plans

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Employee and
  Executive Benefit Plans

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Acceleration
  of Awards Upon a Change in Control

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  Deferral of Compensation

  
	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  Company Registration
  Obligations

  
	
   

  	
   

  	
   

  
	
   

  	
  (f)

  	
  Reimbursement of Expenses

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Termination
  Due to Retirement, Death, or Disability.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Retirement

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Death

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Disability

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  Other
  Terms of Payment Following Retirement, Death, or Disability

  



 

















 


	
  7.

  	
  Termination
  of Employment For Reasons Other Than Retirement, Death, or Disability.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Termination by the
  Company for Cause

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Termination
  by Executive Other Than For Good Reason

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Termination
  by the Company Without Cause Prior to or More than Two Years After a Change
  in Control

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  Termination
  by Executive for Good Reason Prior to or More than Two Years After a Change
  in Control

  
	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  Termination by the Company Without Cause
  Within Two Years After a Change in Control

  
	
   

  	
   

  	
   

  
	
   

  	
  (f)

  	
  Termination
  by Executive for Good Reason Within Two Years After a Change in Control

  
	
   

  	
   

  	
   

  
	
   

  	
  (g)

  	
  Other
  Terms Relating to Certain Terminations of Employment

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Definitions
  Relating to Termination Events.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  “Cause”

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  “Change in Control”

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  “Compensation Accrued at Termination”

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  “Disability”.

  
	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  “Good Reason”

  
	
   

  	
   

  	
   

  
	
   

  	
  (f)

  	
  “Potential Change in Control”

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Rabbi
  Trust Obligation Upon Potential Change in Control; Excise Tax-Related
  Provisions.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Rabbi
  Trust Funded Upon Potential Change in Control

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Gross-up If Excise
  Tax Would Apply

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Non-Competition
  and Non-Disclosure; Executive Cooperation; Non-Disparagement; Certain
  Forfeitures.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Non-Competition

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Non-Disclosure;
  Ownership of Work

  



 


ii

















 


	
   

  	
  (c)

  	
  Cooperation With
  Regard to Litigation

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  Non-Disparagement

  
	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  Release of Employment
  Claims

  
	
   

  	
   

  	
   

  
	
   

  	
  (f)

  	
  Forfeiture of
  Outstanding Options

  
	
   

  	
   

  	
   

  
	
   

  	
  (g)

  	
  Forfeiture of
  Certain Bonuses and Profits

  
	
   

  	
   

  	
   

  
	
   

  	
  (h)

  	
  Survival

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Governing Law;
  Disputes; Arbitration.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Governing Law

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Reimbursement
  of Expenses in Enforcing Rights

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Arbitration

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  Interest on Unpaid Amounts

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Miscellaneous.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Integration

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Successors; Transferability

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Beneficiaries

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  Notices

  
	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  Reformation

  
	
   

  	
   

  	
   

  
	
   

  	
  (f)

  	
  Headings

  
	
   

  	
   

  	
   

  
	
   

  	
  (g)

  	
  No
  General Waivers

  
	
   

  	
   

  	
   

  
	
   

  	
  (h)

  	
  No Obligation To Mitigate

  
	
   

  	
   

  	
   

  
	
   

  	
  (i)

  	
  Offsets;
  Withholding

  
	
   

  	
   

  	
   

  
	
   

  	
  (j)

  	
  Successors
  and Assigns

  
	
   

  	
   

  	
   

  
	
   

  	
  (k)

  	
  Counterparts

  
	
   

  	
   

  	
   

  
	
  13.

  	
  Indemnification.

  
	
   

  	
   

  	
   

  
	
  Attachment A

  



 


iii

















 


IMS HEALTH INCORPORATED


 


Employment
Agreement for Nancy E. Cooper


 


THIS EMPLOYMENT AGREEMENT made this 4th day of August,
2003 by and between IMS HEALTH INCORPORATED, a Delaware corporation (the
“Company”), and Nancy E. Cooper (“Executive”) shall become effective as of
February 11, 2003 (the “Effective Date”).


 


WITNESSETH:


 


WHEREAS, Executive has served the Company and its
predecessors in executive capacities since November 1, 2001;


 


WHEREAS, the Company desires to continue to employ
Executive as its Senior Vice President and Chief Financial Officer of the
Company, and Executive desires to accept such employment on the terms and
conditions herein set forth.


 


NOW, THEREFORE, in consideration of the foregoing, the
mutual covenants contained herein, and other good and valuable consideration
the receipt and adequacy of which the Company and Executive each hereby
acknowledge, the Company and Executive hereby agree as follows:


 


1.                                       Employment.


 


The Company hereby agrees to employ Executive as its
Senior Vice President and Chief Financial Officer (with the principal executive
duties set forth below in Section 3), and Executive hereby agrees to accept
such employment and serve in such capacities, during the Term as defined in
Section 2 (subject to Section 7(c) and 7(e)) and upon the terms and conditions
set forth in this Employment Agreement (the “Agreement”).


 


2.                                       Term.


 


The term of employment of Executive under this
Agreement (the “Term”) shall be the period commencing on the Effective Date and
ending on December 31, 2004 and any period of extension thereof in
accordance with this Section 2, except that the Term will end at a date, prior
to the end of such period or extension thereof, specified in Section 6 or 7 in
the event of termination of Executive’s employment. The Term, if not previously
ended, shall be extended automatically without further action by either party
by one additional year (added to the end of the Term) first on
December 31, 2004 (extending the Term to December 31, 2005) and on
each succeeding December 31 thereafter, unless either party shall have
served written notice in accordance with Section 12(d) upon the other party on
or before the June 30 preceding a December 31 extension date electing
not to extend the Term further as of that December 31 extension date, in
which case employment shall terminate on that December 31 and the Term
shall end at that date, subject to earlier termination of employment and
earlier termination of the Term in accordance with Section 6 or 7. The
foregoing notwithstanding, in the event there occurs a Potential Change in
Control during the period of 180 days prior to the December 31 on which 


 

















 


the Term will terminate as a result of notice given by the Executive or
the Company hereunder, the Term shall be extended automatically at that December 31
by an additional period such that the Term will extend until the 180th
day following such Potential Change in Control.


 


3.                                       Offices and Duties.


 


The provisions of this Section 3 will apply during the
Term, except as otherwise provided in Section 7(c) or 7(e):


 


(a)                                  Generally. 
Executive shall serve as the Senior Vice President and Chief Financial
Officer of the Company. Executive shall have and perform such duties,
responsibilities, and authorities as are customary for the Senior Vice President
and Chief Financial Officer of a publicly held corporation of the size, type,
and nature of the Company as they may exist from time to time. In addition,
Executive shall have and perform such additional duties, responsibilities, and
authorities as may be from time to time assigned by the Chief Executive Officer
based on his assessment of the business needs of the Company, and the Company
reserves the right to change or modify these assignments and any positions and
titles associated therewith. Executive shall devote her full business time and
attention, and her best efforts, abilities, experience, and talent, to the
positions of Senior Vice President and Chief Financial Officer and other
assignments hereunder, and for the business of the Company, without commitment
to other business endeavors, except that Executive (i) may make personal
investments which are not in conflict with her duties to the Company and manage
personal and family financial and legal affairs, (ii) may undertake public
speaking engagements, and (iii) may serve as a director of (or similar position
with) any other business or an educational, charitable, community, civic,
religious, or similar type of organization with the approval of the Chief
Executive Officer, so long as such activities (i.e., those listed in clauses
(i) through (iii)) do not preclude or render unlawful Executive’s employment or
service to the Company or otherwise materially inhibit the performance of
Executive’s duties under this Agreement or materially impair the business of
the Company or its subsidiaries.


 


(b)                                 Place of Employment.  Executive’s principal place of employment
shall be at the Corporate Offices of the Company which shall be in Fairfield
County, Connecticut.


 


4.                                       Salary and Annual Incentive
Compensation.


 


As partial compensation for the services to be
rendered hereunder by Executive, the Company agrees to pay to Executive during
the Term the compensation set forth in this Section 4.


 


(a)                                  Base Salary. 
The Company will pay to Executive during the Term a base salary, the annual
rate of which shall be $350,000 on April 1, 2003, payable in cash in
substantially equal semi-monthly installments commencing at the beginning of
the Term, and otherwise in accordance with the Company’s usual payroll
practices with respect to senior executives (except to the extent deferred
under Section 5(d)). Executive’s annual base salary shall be reviewed by the
Compensation and Benefits Committee (the “Committee”) of the Board of Directors
(the “Board”) at least once in each calendar year, and may be increased above,
but may not be 


 


2

















 


reduced below, the then-current rate of such base salary. For purposes
of this Agreement, Base Salary means Executive’s then-current base salary.


 


(b)                                 Annual Incentive Compensation.  The Company will pay to Executive during the
Term annual incentive compensation which shall offer to Executive an
opportunity to earn additional compensation based upon performance in amounts
determined by the Committee in accordance with the applicable plan and
consistent with past practices of the Company; provided, however, that as of
April 1, 2003, the annual incentive opportunity with respect to each
fiscal year of the applicable plan shall be not less than 51 % of Base Salary,
with the nature of the performance and the levels of performance triggering
payments of such annual target incentive compensation for each year to be
established and communicated to Executive during the first quarter of such year
by the Committee. In addition, the Committee (or the Board) may determine, in
its discretion, to increase the Executive’s annual target incentive opportunity
or provide an additional annual incentive opportunity, in excess of the annual
target incentive opportunity, payable for performance in excess of or in
addition to the performance required for payment of the annual target incentive
amount. Any annual incentive compensation payable to Executive shall be paid in
accordance with the Company’s usual practices with respect to payment of
incentive compensation to senior executives (except to the extent deferred
under Section 5(d)).


 


5.                                       Long-Term Compensation, Including
Stock Options, Benefits, Deferred Compensation, and Expense Reimbursement.


 


(a)                                  Executive Compensation Plans.  Executive shall be entitled during the Term
to participate, without discrimination or duplication, in executive
compensation plans and programs intended for general participation by senior
executives of the Company, as presently in effect or as they may be modified or
added to by the Company from time to time, subject to the eligibility and other
requirements of such plans and programs, including without limitation any stock
option plans, plans under which restricted stock/restricted stock units,
performance-based restricted stock/restricted stock units (“PERS”) or
performance-accelerated restricted stock/restricted stock units (“PARS”) may be
awarded, other annual and long-term cash and/or equity incentive plans, and
deferred compensation plans; provided, however, that Executive’s participation
in such plans and programs, in the aggregate, shall provide her with
compensation and incentive award opportunities substantially no less favorable
than those provided by the Company to Executive under such plans and programs as
in effect on the Effective Date. The Company makes no commitment under this
Section 5(a) to provide participation opportunities to Executive in all
plans and programs or at levels equal to (or otherwise comparable to) the
participation opportunity of any other executive.


 


(b)                                 Employee and Executive Benefit Plans.  Executive shall be entitled during the Term
to participate, without discrimination or duplication, in employee and
executive benefit plans and programs of the Company, as presently in effect or
as they may be modified or added to by the Company from time to time, subject
to the eligibility and other requirements of such plans and programs, including
without limitation plans providing pensions, supplemental pensions,
supplemental and other retirement benefits, medical insurance, life insurance,
disability insurance, and accidental death or dismemberment insurance, as well
as savings, profit-sharing, and stock ownership plans; provided, however, that
Executive’s participation in such benefit


 


3

















 


plans and programs, in the aggregate, shall provide Executive with
benefits and compensation substantially no less favorable than those provided
by the Company to Executive under such plans and programs as in effect on the
Effective Date. The Company makes no commitment under this Section 5(b) to
provide participation opportunities to Executive in all benefit plans and
programs or at levels equal to (or otherwise comparable to) the participation
opportunity of any other executive. The foregoing notwithstanding, Executive
shall be eligible to participate or receive compensation and benefits under the
Company’s Employee Protection Plan and her Change-in-Control Agreement,
provided that any compensation and benefits to Executive under the Employee
Protection Plan and the Change-in-Control Agreement shall be payable only if
and to the extent that such benefits would exceed the corresponding benefits
payable under this Agreement.


 


In furtherance of and not in limitation of the
foregoing, during the Term:


 


(i)                                     Executive
will participate as Senior Vice President and Chief Financial Officer in all
executive and employee vacation and time-off programs;


 


(ii)                                  The
Company will provide Executive with coverage as Senior Vice President and Chief
Financial Officer with respect to long-term disability insurance and benefits
substantially no less favorable (including any required contributions by
Executive) than such insurance and benefits in effect on the Effective Date;


 


(iii)                               Executive
will be covered by Company-paid group and individual term life insurance
providing a death benefit no less than the death benefit provided under
Company-paid insurance in effect at the Effective Date; provided, however,
that, with the consent of Executive, such insurance may be combined with a
supplementary retirement funding vehicle; and


 


(iv)                              Executive
will be entitled to benefits under the IMS Health Incorporated Executive
Pension Plan (“EXPP”), with the effective date of Executive’s participation
therein to be February 11, 2003. Anything to the contrary in the EXPP
notwithstanding, including without limitation Section 1.32(e) thereof
(providing phased-in credit for pre-participation service), Executive’s service
prior to February 11, 2003 (the Prior Service) shall initially not be
taken into account for purposes of determining the amount of Executive’s
Retirement Benefit pursuant to Section 3.1(b)(i) of the EXPP or Executive’s
Deferred Vested Benefit pursuant to Section 3.2(b)(i) of the EXPP, but for such
purposes shall be credited at the rate of one month of Prior Service for each
month of Service completed by Executive under the EXPP after February 11,
2003 until such Prior Service shall have been fully credited. Capitalized terms
used herein and not otherwise defined shall have the meaning ascribed to them
in the EXPP.


 


(c)                                  Acceleration of Awards Upon a
Change in Control.  In
the event of a Change in Control (as defined in Section 8(b)), all
outstanding stock options, restricted stock, and other equity-based awards then
held by Executive shall become vested and exercisable.


 


4

















 


(d)                                 Deferral of Compensation.  If the Company has in effect or adopts any
deferral program or arrangement permitting executives to elect to defer any
compensation, Executive will be eligible to participate in such program. Any
plan or program of the Company which provides benefits based on the level of
salary, annual incentive, or other compensation of Executive shall, in determining
Executive’s benefits, take into account the amount of salary, annual incentive,
or other compensation prior to any reduction for voluntary contributions made
by Executive under any deferral or similar contributory plan or program of the
Company (excluding compensation that would not be taken into account even if
not deferred), but shall not treat any payment or settlement under such a
deferral or similar contributory plan or program to be additional salary,
annual incentive, or other compensation for purposes of determining such
benefits, unless otherwise expressly provided under such plan or program.


 


(e)                                  Company Registration Obligations.  The Company will use its best efforts to
file with the Securities and Exchange Commission and thereafter maintain the
effectiveness of one or more registration statements registering under the
Securities Act of 1933, as amended (the “1933 Act”), the offer and sale of
shares by the Company to Executive pursuant to stock options or other
equity-based awards granted to Executive under Company plans or otherwise or,
if shares are acquired by Executive in a transaction not involving an offer or
sale to Executive but resulting in the acquired shares being restricted
securities for purposes of the 1933 Act, registering the reoffer and resale of
such shares by Executive.


 


(f)                                    Reimbursement of Expenses.  The Company will promptly reimburse
Executive for all reasonable business expenses and disbursements incurred by
Executive in the performance of Executive’s duties during the Term in
accordance with the Company’s reimbursement policies as in effect from time to
time.


 


6.                                       Termination Due to Retirement, Death,
or Disability.


 


(a)                                  Retirement. 
Executive may elect to terminate employment hereunder by retirement at
or after age 55 or, upon the request of Executive, at such earlier age as may
be approved by the Board (in either case, Retirement). At the time Executive’s
employment terminates due to Retirement, the Term will terminate, all
obligations of the Company and Executive under Sections 1 through 5 of this
Agreement will immediately cease except for obligations which expressly
continue after termination of employment due to Retirement, and the Company
will pay Executive, and Executive will be entitled to receive, the following:


 


(i)                                     Executive’s
Compensation Accrued at Termination (as defined in Section 8(c));


 


(ii)                                  In
lieu of any annual incentive compensation under Section 4(b) for the year in
which Executive’s employment terminated, an amount equal to the portion of
annual incentive compensation that would have become payable in cash to
Executive (i.e., excluding the portion payable in PERS or in other non-cash
awards) for that year if her employment had not terminated, based on
performance actually achieved in that year (determined by the Committee
following completion of the performance year), multiplied by a fraction the
numerator of which is the number of days Executive was employed in the year of 


 


5

















 


termination and the denominator
of which is the total number of days in the year of termination;


 


(iii)                               The
vesting and exercisability of stock options held by Executive at termination
and all other terms of such options shall be governed by the plans and programs
and the agreements and other documents pursuant to which such options were
granted (subject to Section 10(f) hereof); and


 


(iv)                              All
restricted stock and deferred stock awards, including outstanding PERS awards,
all other long-term incentive awards, and all deferral arrangements under
Section 5(d), shall be governed by the plans and programs under which the
awards were granted or governing the deferral, and all rights under the EXPP
and any other benefit plan shall be governed by such plan subject to, in the
case of the EXPP, Section 5(b)(iv) of this Agreement, pursuant to which Prior
Service that was credited under the EXPP as of Executive’s Retirement shall be
fully reflected.


 


(v)                                 If
Executive shall not be eligible upon Retirement for retiree coverage under the
Company’s Health Plan (the “Health Plan”) and Executive elects in accordance
with the applicable provisions of the Consolidated Omnibus Budget
Reconciliation Act of 1986, as amended (“COBRA”) continued coverage under the
Health Plan in accordance with the applicable provisions of COBRA, the Company
shall pay to Executive on a monthly basis during such COBRA continuation period
an amount equal on an after-tax basis to the total cost of such coverage. Prior
to the expiration of the maximum COBRA continuation period available to
Executive, provided that Executive theretofore shall have complied with the
conditions set forth in Section 10, the Company shall make a good faith effort
to obtain insured coverage for Executive (and her spouse and eligible
dependents, if any, for whom coverage had been provided during the COBRA
continuation period) that is substantially comparable to such COBRA
continuation coverage, which insured coverage shall begin on the date of
expiration of Executive’s COBRA continuation period and continue until the
earliest of:  (1) Executive’s
eligibility for medical coverage under the Company’s Health Plan, as a retiree
or active employee, (2) Executive’s eligibility for medical coverage under a
plan maintained by a subsequent employer or other entity to which Executive
provides services, (3) Executive’s eligibility for Medicare, or (4) Executive’s
attainment of age 65. In the event that the Company determines, in its sole
discretion, that it is unable to obtain such insured coverage for Executive
(and her spouse and eligible dependents, if any, for whom coverage had been
provided during the COBRA continuation period) or in the event that Executive
determines, in her sole discretion, that any such insured coverage offered by
the Company is not substantially comparable to such COBRA continuation
coverage, the Company shall pay to Executive, provided that Executive shall not
have become eligible for medical coverage under (1) the Company’s Health Plan,
as a retiree or active employee, (2) a plan maintained by a subsequent employer
or other entity to which Executive provides services, or (3) Medicare and,
provided further, that Executive theretofore shall have complied with the
conditions set 


 


6

















 


forth in Section 10, a
lump sum amount equal on an after-tax basis to the present value of the total
cost of retiree medical coverage under the Health Plan that would have been
incurred by both Executive and the Company on behalf of Executive (and her
spouse and eligible dependents, if any, for whom coverage had been provided
during the COBRA continuation period) if Executive (and such spouse and
dependents, if any) had been eligible for such retiree medical coverage from
the end of Executive’s COBRA continuation period until Executive’s attainment
of age 65, calculated on the assumption that the cost of such coverage would
remain unchanged from that in effect for the year in which such lump sum is
paid. Such lump sum amount shall be calculated by the actuary for the Health
Plan and paid in cash as soon as administratively practicable following the
expiration of Executive’s COBRA continuation period and shall not be subject to
reduction or forfeiture by reason of any coverage for which Executive may
thereafter become eligible by reason of subsequent employment or otherwise. For
purposes of this Section 6(a)(v), present value shall be calculated on the
basis of the discount rate set forth in the EXPP for the determination of lump
sum payments.


 


(b)                                 Death.  In the
event of Executive’s death which results in the termination of Executive’s
employment, the Term will terminate, all obligations of the Company and
Executive under Sections 1 through 5 of this Agreement will immediately cease
except for obligations which expressly continue after death, and the Company
will pay Executive’s beneficiary or estate, and Executive’s beneficiary or
estate will be entitled to receive, the following:


 


(i)                                     Executive’s
Compensation Accrued at Termination;


 


(ii)                                  In
lieu of any annual incentive compensation under Section 4(b) for the year in
which Executive’s death occurred, an amount equal to the portion of annual
incentive compensation that would have become payable in cash to Executive
(i.e., excluding the portion payable in PERS or in other non-cash awards) for
that year if her employment had not terminated, based on performance actually
achieved in that year (determined by the Committee following completion of the
performance year), multiplied by a fraction the numerator of which is the
number of days Executive was employed in the year of her death and the
denominator of which is the total number of days in the year of death;


 


(iii)                               The
vesting and exercisability of stock options held by Executive at death and all
other terms of such options shall be governed by the plans and programs and the
agreements and other documents pursuant to which such options were granted;


 


(iv)                              All
restricted stock and deferred stock awards, including outstanding PERS awards,
all other long-term incentive awards, and all deferral arrangements under
Section 5(d), shall be governed by the plans and programs under which the
awards were granted or governing the deferral, and all rights under the EXPP
and any other benefit plan shall be governed by such plan subject to, in the
case of the EXPP, Section 5(b)(iv) of this Agreement , pursuant to which Prior
Service that was credited under the EXPP as of Executive’s death shall be fully
reflected and


 


7

















 


provided additionally
that the surviving spouse benefit under the EXPP shall be in an amount equal to
50% of the benefit that would have been payable under Section 3.1 or 3.2 of the
EXPP upon Executive’s attainment of age 65 without actuarial reduction or any
other discount except as provided in Section 5.5 of the EXPP with respect to
reductions on account of a surviving spouse who is more than ten years younger
than Executive, and payments to Executive’s surviving spouse shall commence on
the later of the date of Executive’s death or the date on which Executive would
have attained age 55; and


 


(v)                                 If
Executive’s surviving spouse (and eligible dependents, if any) elects continued
coverage under the Company’s Health Plan in accordance with the applicable
provisions of COBRA, the Company shall pay to Executive’s surviving spouse on a
monthly basis during such COBRA continuation period an amount equal on an
after-tax basis to the total cost of such coverage. No further benefits shall
be paid under this Section 6(b)(v) after the expiration of the maximum COBRA
continuation period available to Executive’s surviving spouse and eligible
dependents, if any.


 


(c)                                  Disability. 
The Company may terminate the employment of Executive hereunder due to
the Disability (as defined in Section 8(d)) of Executive. Upon termination of
employment, the Term will terminate, all obligations of the Company and
Executive under Sections 1 through 5 of this Agreement will immediately cease
except for obligations which expressly continue after termination of employment
due to Disability, and the Company will pay Executive, and Executive will be
entitled to receive, the following:


 


(i)                                     Executive’s
Compensation Accrued at Termination;


 


(ii)                                  In
lieu of any annual incentive compensation under Section 4(b) for the year in which
Executive’s employment terminated, an amount equal to the portion of annual
incentive compensation that would have become payable in cash to Executive
(i.e., excluding the portion payable in PERS or in other non-cash awards) for
that year if her employment had not terminated, based on performance actually
achieved in that year (determined by the Committee following completion of the
performance year), multiplied by a fraction the numerator of which is the
number of days Executive was employed in the year of termination and the
denominator of which is the total number of days in the year of termination;


 


(iii)                               Stock
options held by Executive at termination shall be governed by the plans and
programs and the agreements and other documents pursuant to which such options
were granted;


 


(iv)                              Any
performance objectives upon which the earning of performance-based restricted
stock and deferred stock awards, including outstanding PERS awards, and other
long-term incentive awards is conditioned shall be deemed to have been met at
target level at the date of termination, and restricted stock and deferred
stock awards, including outstanding PERS awards, and other long-term incentive


 


8

















 


awards (to the extent
then or previously earned, in the case of performance-based awards) shall
become fully vested and non-forfeitable at the date of such termination, and,
in other respects, such awards shall be governed by the plans and programs and
the agreements and other documents pursuant to which such awards were granted;


 


(v)                                 Disability
benefits shall be payable in accordance with the Company’s plans, programs and
policies, including the EXPP, and all deferral arrangements under Section 5(d)
will be settled in accordance with the plans and programs governing the
deferral; and


 


(vi)                              If
Executive elects after termination of employment continued coverage under the
Health Plan in accordance with the applicable provisions of COBRA, the Company
shall pay to Executive on a monthly basis during such COBRA continuation period
an amount equal on an after-tax basis to the total cost of such coverage. Prior
to the expiration of the maximum COBRA continuation period available to
Executive, provided that Executive theretofore shall have complied with the
conditions set forth in Section 10, the Company shall make a good faith effort
to obtain insured coverage for Executive (and her spouse and eligible
dependents, if any, for whom coverage had been provided during the COBRA
continuation period) that is substantially comparable to such COBRA
continuation coverage, which insured coverage shall begin on the date of
expiration of Executive’s COBRA continuation period and continue until the
earliest of: (1) Executive’s eligibility for medical coverage under the
Company’s Health Plan, as a retiree or active employee, (2) Executive’s
eligibility for medical coverage under a plan maintained by a subsequent
employer or other entity to which Executive provides services, (3) Executive’s
eligibility for Medicare, or (4) Executive’s attainment of age 65. In the event
that the Company determines, in its sole discretion, that it is unable to
obtain such insured coverage for Executive (and her spouse and eligible
dependents, if any, for whom coverage had been provided during the COBRA
continuation period) or in the event that Executive determines, in her sole
discretion, that any such insured coverage offered by the Company is not
substantially comparable to such COBRA continuation coverage, the Company shall
pay to Executive, provided that Executive shall not have become eligible for
medical coverage under (1) the Company’s Health Plan, as a retiree or active
employee, (2) a plan maintained by a subsequent employer or other entity to
which Executive provides services, or (3) Medicare and, provided further, that
Executive theretofore shall have complied with the conditions set forth in
Section 10, a lump sum amount equal on an after-tax basis to the present value
of the total cost of retiree medical coverage under the Health Plan that would
have been incurred by both Executive and the Company on behalf of Executive
(and her spouse and eligible dependents, if any, for whom coverage had been
provided during the COBRA continuation period) if Executive (and such spouse
and dependents, if any) had been eligible for such retiree medical coverage
from the end of Executive’s COBRA continuation period until Executive’s
attainment of age 65, calculated on the assumption that the cost of such
coverage would remain unchanged from that in effect for the year in which such
lump sum 


 


9

















 


is paid. Such lump sum
amount shall be calculated by the actuary for the Health Plan and paid in cash
as soon as administratively practicable following the expiration of Executive’s
COBRA continuation period and shall not be subject to reduction or forfeiture
by reason of any coverage for which Executive may thereafter become eligible by
reason of subsequent employment or otherwise. In addition, as soon as administratively
practicable following Executive’s termination of employment, provided that
Executive shall have complied with the conditions set forth in Section 10, the
Company shall pay to Executive a lump sum amount equal on an after-tax basis to
the present value of the sum of (1) the amount that Executive would have paid
for coverage under the Company’s group long-term disability policy from
Executive’s termination of employment until Executive’s attainment of age 65,
calculated on the assumption that the cost of such coverage would remain
unchanged from that in effect for the year in which Executive’s termination
occurred; and (2) the amount that the Company would have paid to continue
Executive’s group life insurance coverage from Executive’s termination of
employment until Executive’s attainment of age 65, calculated on the assumption
that the cost of such coverage would remain unchanged from that in effect for
the year in which Executive’s termination occurred. For purposes of this
Section 6(c)(vi), present value shall be calculated on the basis of the
discount rate set forth in the EXPP for the determination of lump sum payments.


 


(d)                                 Other Terms of Payment Following
Retirement, Death, or Disability.  Nothing in this Section 6 shall limit the benefits payable or
provided in the event Executive’s employment terminates due to Retirement,
death, or Disability under the terms of plans or programs of the Company more
favorable to the Executive (or her beneficiaries) than the benefits payable or
provided under this Section 6 (except in the case of annual incentives in lieu
of which amounts are paid hereunder), including plans and programs adopted
after the date of this Agreement. Amounts payable under this Section 6
following Executive’s termination of employment, other than those expressly
payable following determination of performance for the year of termination for
purposes of annual incentive compensation or otherwise expressly payable on a
deferred basis, will be paid as promptly as practicable after such termination
of employment.


 


7.                                       Termination of Employment For Reasons
Other Than Retirement, Death, or Disability.


 


(a)                                  Termination by the Company for Cause.  The Company may terminate the employment of
Executive hereunder for Cause (as defined in Section 8(a)) at any time. At the
time Executive’s employment is terminated for Cause, the Term will terminate,
all obligations of the Company and Executive under Sections 1 through 5 of this
Agreement will immediately cease except for obligations which expressly
continue after termination of employment by the Company for Cause, and the
Company will pay Executive, and Executive will be entitled to receive, the
following:


 


(i)                                     Executive’s
Compensation Accrued at Termination (as defined in Section 8(c));


 


(ii)                                  All
stock options, restricted stock and deferred stock awards, including
outstanding PERS awards, and all other long-term incentive awards will be 


 


10

















 


governed by the terms of
the plans and programs under which the awards were granted; and


 


(iii)                               All
deferral arrangements under Section 5(d) will be settled in accordance with the
plans and programs governing the deferral, and all rights, if any, under the
EXPP and any other benefit plan shall be governed by such plan.


 


(b)                                 Termination by Executive Other Than
For Good Reason. 
Executive may terminate her employment hereunder voluntarily for reasons
other than Good Reason (as defined in Section 8(e)) at any time upon 90 days’
written notice to the Company. An election by Executive not to extend the Term
pursuant to Section 2 hereof shall be deemed to be a termination of employment
by Executive for reasons other than Good Reason at the date of expiration of
the Term, unless a Change in Control (as defined in Section 8(b)) occurs prior
to, and there exists Good Reason at, such date of expiration. At the time
Executive’s employment is terminated by Executive other than for Good Reason
the Term will terminate, all obligations of the Company and Executive under
Sections 1 through 5 of this Agreement will immediately cease, and the Company
will pay Executive, and Executive will be entitled to receive, the following:


 


(i)                                     Executive’s
Compensation Accrued at Termination;


 


(ii)                                  All
stock options, restricted stock and deferred stock awards, including
outstanding PERS awards, and all other long-term incentive awards will be
governed by the terms of the plans and programs under which the awards were
granted; and


 


(iii)                               All
deferral arrangements under Section 5(d) will be settled in accordance with the
plans and programs governing the deferral, and all rights under the EXPP and
any other benefit plan shall be governed by such plan subject to, in the case
of the EXPP, Section 5(b)(iv) of this Agreement pursuant to which Prior Service
that was credited under the EXPP as of Executive’s termination shall be fully
reflected.


 


(c)                                  Termination
by the Company Without Cause Prior to or More than Two Years
After a Change in Control.  The
Company may terminate the employment of Executive hereunder without Cause, if
at the date of termination no Change in Control has occurred or such date of
termination is at least two years after the most recent Change in Control, upon
at least 90 days’ written notice to Executive. The foregoing notwithstanding,
the Company may elect, by written notice to Executive, to terminate Executive’s
positions specified in Sections 1 and 3 and all other obligations of Executive
and the Company under Section 3 at a date earlier than the expiration of such
90-day period, if so specified by the Company in the written notice, provided
that Executive shall be treated as an employee of the Company (without any
assigned duties) for all other purposes of this Agreement, including for
purposes of Sections 4 and 5, from such specified date until the expiration of
such 90-day period. An election by the Company not to extend the Term pursuant
to Section 2 hereof shall be deemed to be a termination of Executive’s
employment by the Company without Cause at the date of expiration of the Term
and shall be subject to this Section 7(c) if at the date of such termination no
Change in Control has occurred


 


11

















 


or such date of termination is at least two years after the most recent
Change in Control; provided, however, that, if Executive has attained age 65 at
such date of termination, such termination shall be deemed a Retirement of
Executive. At the time Executive’s employment is terminated by the Company
(i.e., at the expiration of such notice period), the Term will terminate, all
remaining obligations of the Company and Executive under Sections 1 through 5
of this Agreement will immediately cease (except for obligations which continue
after termination of employment as expressly provided herein), and the Company
will pay Executive, and Executive will be entitled to receive, the following:


 


(i)                                     Executive’s
Compensation Accrued at Termination;


 


(ii)                                  Cash
in an aggregate amount equal to one times the sum of (A) Executive’s Base
Salary under Section 4(a) immediately prior to termination plus (B) an amount
equal to the greater of (x) the portion of Executive’s annual target incentive
compensation potentially payable in cash to Executive (i.e., excluding the
portion payable in PERS or in other non-cash awards) for the year of
termination or (y) the portion of Executive’s annual incentive compensation
that became payable in cash to Executive (i.e., excluding the portion payable
in PERS or in other non-cash awards) for the latest year preceding the year of termination
based on performance actually achieved in that latest year. The amount
determined to be payable under this Section 7(c)(ii) shall be payable in
monthly installments over the 24 months following termination, without
interest, except the Company may elect to accelerate payment of the remaining
balance of such amount and to pay it as a lump sum, without discount;


 


(iii)                               In
lieu of any annual incentive compensation under Section 4(b) for the year in
which Executive’s employment terminated, an amount equal to the portion of
Executive’s annual target incentive compensation potentially payable in cash to
Executive (i.e., excluding the portion payable in PERS or in other non-cash
awards) for the year of termination, multiplied by a fraction the numerator of
which is the number of days Executive was employed in the year of termination
and the denominator of which is the total number of days in the year of
termination;


 


(iv)                              Stock
options held by Executive at termination, if not then vested and exercisable,
will become fully vested and exercisable at the date of such termination, and,
in other respects (including the period following termination during which such
options may be exercised), such options shall be governed by the plans and
programs and the agreements and other documents pursuant to which such options
were granted;


 


(v)                                 Any
performance objectives upon which the earning of performance-based restricted
stock and deferred stock awards, including outstanding PERS awards, and other
long-term incentive awards is conditioned shall be deemed to have been met at
target level at the date of termination, and restricted stock and deferred
stock awards, including outstanding PERS awards, and other long-term incentive
awards (to the extent then or previously earned, in the case of
performance-based


 


12

















 


awards) shall become
fully vested and non-forfeitable at the date of such termination, and, in other
respects, such awards shall be governed by the plans and programs and the
agreements and other documents pursuant to which such awards were granted;


 


(vi)                              All
deferral arrangements under Section 5(d) will be settled in accordance with the
plans and programs governing the deferral;


 


(vii)                           All
rights under the EXPP and any other benefit plan shall be governed by such
plan, subject to, in the case of the EXPP, Section 5(b)(iv) of this Agreement
pursuant to which Prior Service that was credited under the EXPP as of
Executive’s termination shall be fully reflected; and


 


(viii)                        If
Executive elects after termination of employment continued coverage under the
Health Plan in accordance with the applicable provisions of COBRA, the Company
shall pay to Executive on a monthly basis during such COBRA continuation period
an amount equal on an after-tax basis to the total cost of such coverage. If
the maximum COBRA continuation period available to Executive shall be less than
two years, prior to the expiration of the maximum COBRA continuation period
available to Executive, provided that Executive theretofore shall have complied
with the conditions set forth in Section 10, the Company shall make a good
faith effort to obtain insured coverage for Executive (and her spouse and
eligible dependents, if any, for whom coverage had been provided during the
COBRA continuation period) that is substantially comparable to such COBRA
continuation coverage, which insured coverage shall begin on the date of
expiration of Executive’s COBRA continuation period and continue until the
second anniversary of Executive’s termination of employment. In the event that
the Company determines, in its sole discretion, that it is unable to obtain
such insured coverage for Executive (and her spouse and eligible dependents, if
any, for whom coverage had been provided during the COBRA continuation period)
or in the event that Executive determines, in her sole discretion, that any
such insured coverage offered by the Company is not substantially comparable to
such COBRA continuation coverage, the Company shall pay to Executive, provided
that Executive shall not have become eligible for medical coverage under (1)
the Company’s Health Plan, as a retiree or active employee, (2) a plan
maintained by a subsequent employer or other entity to which Executive provides
services, or (3) Medicare and, provided further, that Executive theretofore
shall have complied with the conditions set forth in Section 10, a lump sum
amount equal on an after-tax basis to the present value of the total cost of
retiree medical coverage under the Health Plan that would have been incurred by
both Executive and the Company on behalf of Executive (and her spouse and
eligible dependents, if any, for whom coverage had been provided during the
COBRA continuation period) if Executive (and such spouse and dependents, if
any) had been eligible for such retiree medical coverage from the end of
Executive’s COBRA continuation period until the second anniversary of
Executive’s termination of employment, calculated on the assumption that the
cost of such coverage would remain unchanged from that in effect for the year
in which such lump sum is paid. Such 


 


13

















 


lump sum amount shall be
calculated by the actuary for the Health Plan and paid in cash as soon as
administratively practicable following the expiration of Executive’s COBRA
continuation period and shall not be subject to reduction or forfeiture by
reason of any coverage for which Executive may thereafter become eligible by
reason of subsequent employment or otherwise. In addition, as soon as
administratively practicable following Executive’s termination of employment,
provided that Executive shall have complied with the conditions set forth in
Section 10, the Company shall pay to Executive a lump sum amount equal on an
after-tax basis to the present value of the sum of (1) the amount that
Executive would have paid, had she remained employed, for coverage under the
Company’s group long-term disability policy from the date of Executive’s
termination of employment until the second anniversary of Executive’s
termination of employment, calculated on the assumption that the cost of such
coverage would remain unchanged from that in effect for the year in which
Executive’s termination occurred; and (2) the amount that the Company would
have paid to continue Executive’s group life insurance coverage, had she
remained employed, from the date of Executive’s termination of employment until
the second anniversary of Executive’s termination of employment, calculated on
the assumption that the cost of such coverage would remain unchanged from that
in effect for the year in which Executive’s termination occurred. For purposes
of this Section 7(c)(viii), present value shall be calculated on the basis of
the discount rate set forth in the EXPP for the determination of lump sum
payments.


 


(d)                                 Termination
by Executive for Good Reason Prior to or More than Two Years
After a Change in Control. 
Executive may terminate her employment hereunder for Good Reason, prior
to a Change in Control or after the second anniversary of the most recent
Change in Control, upon 90 days’ written notice to the Company; provided,
however, that, if the Company has corrected the basis for such Good Reason
within 30 days after receipt of such notice, Executive may not terminate her
employment for Good Reason, and therefore Executive’s notice of termination
will automatically become null and void. At the time Executive’s employment is
terminated by Executive for Good Reason (i.e., at the expiration of such notice
period), the Term will terminate, all obligations of the Company and Executive
under Sections 1 through 5 of this Agreement will immediately cease (except for
obligations which continue after termination of employment as expressly
provided herein), and the Company will pay Executive, and Executive will be
entitled to receive, the following:


 


(i)                                     Executive’s
Compensation Accrued at Termination;


 


(ii)                                  Cash
in an aggregate amount equal to one times the sum of (A) Executive’s Base
Salary under Section 4(a) immediately prior to termination plus (B) an amount
equal to the greater of (x) the portion of Executive’s annual target incentive
compensation potentially payable in cash to Executive (i.e., excluding the
portion payable in PERS or in other non-cash awards) for the year of
termination or (y) the portion of Executive’s annual incentive compensation
that became payable in cash to Executive (i.e., excluding the portion payable
in PERS or in other non-cash awards) for the latest year preceding the year of
termination based on performance actually achieved in that latest year. The
amount determined to be 


 


14

















 


payable under this
Section 7(d)(ii) shall be payable in monthly installments over the 24 months
following termination, without interest, except the Company may elect to
accelerate payment of the remaining balance of such amount and to pay it as a
lump sum, without discount;


 


(iii)                               In
lieu of any annual incentive compensation under Section 4(b) for the year in
which Executive’s employment terminated, an amount equal to the portion of
Executive’s annual target incentive compensation potentially payable in cash to
Executive (i.e., excluding the portion payable in PERS or in other non-cash
awards) for the year of termination, multiplied by a fraction the numerator of
which is the number of days Executive was employed in the year of termination
and the denominator of which is the total number of days in the year of
termination;


 


(iv)                              Stock
options held by Executive at termination, if not then vested and exercisable,
will become fully vested and exercisable at the date of such termination, and,
in other respects (including the period following termination during which such
options may be exercised), such options shall be governed by the plans and
programs and the agreements and other documents pursuant to which such options
were granted;


 


(v)                                 Any
performance objectives upon which the earning of performance-based restricted
stock and deferred stock awards, including outstanding PERS awards, and other
long-term incentive awards is conditioned shall be deemed to have been met at
target level at the date of termination, and restricted stock and deferred
stock awards, including outstanding PERS awards, and other long-term incentive
awards (to the extent then or previously earned, in the case of
performance-based awards) shall become fully vested and non-forfeitable at the
date of such termination, and, in other respects, such awards shall be governed
by the plans and programs and the agreements and other documents pursuant to
which such awards were granted;


 


(vi)                              All
deferral arrangements under Section 5(d) will be settled in accordance with the
plans and programs governing the deferral;


 


(vii)                           All
rights under the EXPP and any other benefit plan shall be governed by such
plan, subject to, in the case of the EXPP, Section 5(b)(iv) of this Agreement
pursuant to which Prior Service that was credited under the EXPP as of
Executive’s termination shall be fully reflected; and


 


(viii)                        If Executive
elects after termination of employment continued coverage under the Health Plan
in accordance with the applicable provisions of COBRA, the Company shall pay to
Executive on a monthly basis during such COBRA continuation period an amount
equal on an after-tax basis to the total cost of such coverage. If the maximum
COBRA continuation period available to Executive shall be less than two years,
prior to the expiration of the maximum COBRA continuation period available to
Executive, provided that Executive theretofore 


 


15

















 


shall have complied with
the conditions set forth in Section 10, the Company shall make a good faith
effort to obtain insured coverage for Executive (and her spouse and eligible
dependents, if any, for whom coverage had been provided during the COBRA
continuation period) that is substantially comparable to such COBRA
continuation coverage, which insured coverage shall begin on the date of
expiration of Executive’s COBRA continuation period and continue until the
second anniversary of Executive’s termination of employment. In the event that
the Company determines, in its sole discretion, that it is unable to obtain
such insured coverage for Executive (and her spouse and eligible dependents, if
any, for whom coverage had been provided during the COBRA continuation period)
or in the event that Executive determines, in her sole discretion, that any
such insured coverage offered by the Company is not substantially comparable to
such COBRA continuation coverage, the Company shall pay to Executive, provided
that Executive shall not have become eligible for medical coverage under (1)
the Company’s Health Plan, as a retiree or active employee, (2) a plan
maintained by a subsequent employer or other entity to which Executive provides
services, or (3) Medicare and, provided further, that Executive theretofore
shall have complied with the conditions set forth in Section 10, a lump sum
amount equal on an after-tax basis to the present value of the total cost of
retiree medical coverage under the Health Plan that would have been incurred by
both Executive and the Company on behalf of Executive (and her spouse and
eligible dependents, if any, for whom coverage had been provided during the
COBRA continuation period) if Executive (and such spouse and dependents, if
any) had been eligible for such retiree medical coverage from the end of
Executive’s COBRA continuation period until the second anniversary of
Executive’s termination of employment, calculated on the assumption that the
cost of such coverage would remain unchanged from that in effect for the year
in which such lump sum is paid. Such lump sum amount shall be calculated by the
actuary for the Health Plan and paid in cash as soon as administratively practicable
following the expiration of Executive’s COBRA continuation period and shall not
be subject to reduction or forfeiture by reason of any coverage for which
Executive may thereafter become eligible by reason of subsequent employment or
otherwise. In addition, as soon as administratively practicable following
Executive’s termination of employment, provided that Executive shall have
complied with the conditions set forth in Section 10, the Company shall pay to
Executive a lump sum amount equal on an after-tax basis to the present value of
the sum of (1) the amount that Executive would have paid, had she remained
employed, for coverage under the Company’s group long-term disability policy
from the date of Executive’s termination of employment until the second
anniversary of Executive’s termination of employment, calculated on the
assumption that the cost of such coverage would remain unchanged from that in
effect for the year in which Executive’s termination occurred; and (2) the
amount that the Company would have paid to continue Executive’s group life
insurance coverage, had she remained employed, from the date of Executive’s
termination of employment until the second anniversary of Executive’s
termination of employment, calculated on the assumption that the cost of such
coverage would remain unchanged from that in 


 


16

















 


effect for the year in
which Executive’s termination occurred. For purposes of this Section
7(d)(viii), present value shall be calculated on the basis of the discount rate
set forth in the EXPP for the determination of lump sum payments.


 


If any
payment or benefit under this Section 7(d) is based on Base Salary or other
level of compensation or benefits at the time of Executive’s termination and if
a reduction in such Base Salary or other level of compensation or benefit was
the basis for Executive’s termination for Good Reason, then the Base Salary or
other level of compensation in effect before such reduction shall be used to
calculate payments or benefits under this Section 7(d).


 


(e)                                  Termination by the Company Without Cause
Within Two Years After a Change in Control.  The Company may terminate the employment of Executive hereunder
without Cause, simultaneously with or within two years after a Change in
Control, upon at least 90 days’ written notice to Executive. The foregoing
notwithstanding, the Company may elect, by written notice to Executive, to
terminate Executive’s positions specified in Sections 1 and 3 and all other
obligations of Executive and the Company under Section 3 at a date earlier than
the expiration of such 90-day notice period, if so specified by the Company in
the written notice, provided that Executive shall be treated as an employee of
the Company (without any assigned duties) for all other purposes of this
Agreement, including for purposes of Sections 4 and 5, from such specified date
until the expiration of such 90-day period. An election by the Company not to
extend the Term pursuant to Section 2 hereof shall be deemed to be a
termination of Executive’s employment by the Company without Cause at the date
of expiration of the Term and shall be subject to this Section 7(e) if the date
of such termination coincides with or is within two years after a Change in
Control; provided, however, that, if Executive has attained age 65 at such date
of termination, such termination shall be deemed a Retirement of Executive. At
the time Executive’s employment is terminated by the Company (i.e., at the
expiration of such notice period), the Term will terminate, all remaining
obligations of the Company and Executive under Sections 1 through 5 of this
Agreement will immediately cease (except for obligations which continue after
termination of employment as expressly provided herein), and the Company will
pay Executive, and Executive will be entitled to receive, the following:


 


(i)                                     Executive’s
Compensation Accrued at Termination;


 


(ii)                                  Cash
in an aggregate amount equal to three times the sum of (A) Executive’s Base
Salary under Section 4(a) immediately prior to termination plus (B) an amount
equal to the greater of (x) the portion of Executive’s annual target incentive
compensation potentially payable in cash to Executive (i.e., excluding the
portion payable in PERS or in other non-cash awards) for the year of
termination or (y) the portion of Executive’s annual incentive compensation
that became payable in cash to Executive (i.e., excluding the portion payable
in PERS or in other non-cash awards) for the latest year preceding the year of termination
based on performance actually achieved in that latest year. The amount
determined to be payable under this Section 7(e)(ii) shall be paid by the
Company not later than 15 days after Executive’s termination;


 


(iii)                               In
lieu of any annual incentive compensation under Section 4(b) for the year in
which Executive’s employment terminated, an amount equal to the portion of 


 


17

















 


Executive’s annual target
incentive compensation potentially payable in cash to Executive (i.e.,
excluding the portion payable in PERS or in other non-cash awards) for the year
of termination, multiplied by a fraction the numerator of which is the number
of days Executive was employed in the year of termination and the denominator of
which is the total number of days in the year of termination;


 


(iv)                              Stock
options held by Executive at termination, if not then vested and exercisable,
will become fully vested and exercisable at the date of such termination, and
any such options granted on or after the date hereof shall remain outstanding
and exercisable until the stated expiration date of the Option as though
Executive’s employment did not terminate, and, in other respects, such options
shall be governed by the plans and programs and the agreements and other
documents pursuant to which such options were granted;


 


(v)                                 Any
performance objectives upon which the earning of performance-based restricted
stock and deferred stock awards, including outstanding PERS awards, and other
long-term incentive awards is conditioned shall be deemed to have been met at
target level at the date of termination, and restricted stock and deferred
stock awards, including outstanding PERS awards, and other long-term incentive
awards (to the extent then or previously earned, in the case of
performance-based awards) shall become fully vested and non-forfeitable at the
date of such termination, and, in other respects, such awards shall be governed
by the plans and programs and the agreements and other documents pursuant to
which such awards were granted;


 


(vi)                              All
deferral arrangements under Section 5(d) will be settled in accordance with the
plans and programs governing the deferral;


 


(vii)                           All
rights under the EXPP and any other benefit plan shall be governed by such
plan; provided, however, in the case of the EXPP, all Prior Service shall be
fully reflected for purposes of determining the amount of Executive’s
Retirement Benefit under Section 3.1(b)(i) of the EXPP or Executive’s Deferred
Vested Benefit under Section 3.2(b)(i) of the EXPP, regardless of whether such
Prior Service shall have been fully credited pursuant to Section 5(b)(iv) of
this Agreement as of Executive’s termination; and, provided additionally, that
payments under the EXPP shall commence as provided in Section 3.8 of the EXPP
in an amount equal to 100% of the benefit under Section 3.1 or 3.2 of the EXPP
without actuarial reduction or any other discount; and


 


(viii)                        If
Executive elects after termination of employment continued coverage under the
Health Plan in accordance with the applicable provisions of COBRA, the Company
shall pay to Executive on a monthly basis during such COBRA continuation period
an amount equal on an after-tax basis to the total cost of such coverage. If
the maximum COBRA continuation period available to Executive shall be less than
three years, prior to the expiration of the maximum COBRA continuation period
available to Executive, provided that Executive theretofore 


 


18

















 


shall have complied with
the conditions set forth in Section 10, the Company shall make a good faith
effort to obtain insured coverage for Executive (and her spouse and eligible
dependents, if any, for whom coverage had been provided during the COBRA
continuation period) that is substantially comparable to such COBRA
continuation coverage, which insured coverage shall begin on the date of
expiration of Executive’s COBRA continuation period and continue until the
third anniversary of Executive’s termination of employment. In the event that
the Company determines, in its sole discretion, that it is unable to obtain
such insured coverage for Executive (and her spouse and eligible dependents, if
any, for whom coverage had been provided during the COBRA continuation period)
or in the event that Executive determines, in her sole discretion, that any
such insured coverage offered by the Company is not substantially comparable to
such COBRA continuation coverage, the Company shall pay to Executive, provided
that Executive shall not have become eligible for medical coverage under (1)
the Company’s Health Plan, as a retiree or active employee, (2) a plan
maintained by a subsequent employer or other entity to which Executive provides
services, or (3) Medicare and, provided further, that Executive theretofore
shall have complied with the conditions set forth in Section 10, a lump sum
amount equal on an after-tax basis to the present value of the total cost of
retiree medical coverage under the Health Plan that would have been incurred by
both Executive and the Company on behalf of Executive (and her spouse and
eligible dependents, if any, for whom coverage had been provided during the
COBRA continuation period) if Executive (and such spouse and dependents, if
any) had been eligible for such retiree medical coverage from the end of
Executive’s COBRA continuation period until the third anniversary of
Executive’s termination of employment, calculated on the assumption that the
cost of such coverage would remain unchanged from that in effect for the year
in which such lump sum is paid. Such lump sum amount shall be calculated by the
actuary for the Health Plan and paid in cash as soon as administratively
practicable following the expiration of Executive’s COBRA continuation period
and shall not be subject to reduction or forfeiture by reason of any coverage
for which Executive may thereafter become eligible by reason of subsequent
employment or otherwise. In addition, as soon as administratively practicable
following Executive’s termination of employment, provided that Executive shall
have complied with the conditions set forth in Section 10, the Company shall
pay to Executive a lump sum amount equal on an after-tax basis to the present
value of the sum of (1) the amount that Executive would have paid, had she
remained employed, for coverage under the Company’s group long-term disability
policy from the date of Executive’s termination of employment until the third
anniversary of Executive’s termination of employment, calculated on the assumption
that the cost of such coverage would remain unchanged from that in effect for
the year in which Executive’s termination occurred; and (2) the amount that the
Company would have paid to continue Executive’s group life insurance coverage,
had she remained employed, from the date of Executive’s termination of
employment until the third anniversary of Executive’s termination of
employment, calculated on the assumption that the cost of such coverage would
remain unchanged from that in effect for the year in which Executive’s 


 


19

















 


termination occurred. For
purposes of this Section 7(e)(viii), present value shall be calculated on the
basis of the discount rate set forth in the EXPP for the determination of lump
sum payments.


 


(f)                                    Termination
by Executive for Good Reason Within Two Years After a Change in Control.  Executive may terminate her employment
hereunder for Good Reason, simultaneously with or within two years after a
Change in Control, upon 90 days’ written notice to the Company; provided,
however, that, if the Company has corrected the basis for such Good Reason
within 30 days after receipt of such notice, Executive may not terminate her
employment for Good Reason, and therefore Executive’s notice of termination
will automatically become null and void. At the time Executive’s employment is
terminated by Executive for Good Reason (i.e., at the expiration of such notice
period), the Term will terminate, all obligations of the Company and Executive
under Sections 1 through 5 of this Agreement will immediately cease (except for
obligations which continue after termination of employment as expressly
provided herein), and the Company will pay Executive, and Executive will be
entitled to receive, the following:


 


(i)                                     Executive’s
Compensation Accrued at Termination;


 


(ii)                                  Cash
in an aggregate amount equal to three times the sum of (A) Executive’s Base
Salary under Section 4(a) immediately prior to termination plus (B) an amount
equal to the greater of (x) the portion of Executive’s annual target incentive
compensation potentially payable in cash to Executive (i.e., excluding the
portion payable in PERS or in other non-cash awards) for the year of
termination or (y) the portion of Executive’s annual incentive compensation
that became payable in cash to Executive (i.e., excluding the portion payable
in PERS or in other non-cash awards) for the latest year preceding the year of
termination based on performance actually achieved in that latest year. The
amount determined to be payable under this Section 7(f)(ii) shall be paid by
the Company not later than 15 days after Executive’s termination;


 


(iii)                               In
lieu of any annual incentive compensation under Section 4(b) for the year in
which Executive’s employment terminated, an amount equal to the portion of
Executive’s annual target incentive compensation potentially payable in cash to
Executive (i.e., excluding the portion payable in PERS or in other non-cash
awards) for the year of termination, multiplied by a fraction the numerator of
which is the number of days Executive was employed in the year of termination
and the denominator of which is the total number of days in the year of
termination;


 


(iv)                              Stock
options held by Executive at termination, if not then vested and exercisable,
will become fully vested and exercisable at the date of such termination, and
any such options granted on or after the date hereof shall remain outstanding
and exercisable until the stated expiration date of the Option as though
Executive’s employment did not terminate, and, in other respects, such options
shall be governed by the plans and programs and the agreements and other
documents pursuant to which such options were granted;


 


20

















 


(v)                                 Any
performance objectives upon which the earning of performance-based restricted
stock and deferred stock awards, including outstanding PERS awards, and other
long-term incentive awards is conditioned shall be deemed to have been met at
target level at the date of termination, and restricted stock and deferred
stock awards, including outstanding PERS awards, and other long-term incentive
awards (to the extent then or previously earned, in the case of
performance-based awards) shall become fully vested and non-forfeitable at the
date of such termination, and, in other respects, such awards shall be governed
by the plans and programs and the agreements and other documents pursuant to
which such awards were granted;


 


(vi)                              All
deferral arrangements under Section 5(d) will be settled in accordance with the
plans and programs governing the deferral;


 


(vii)                           All
rights under the EXPP and any other benefit plan shall be governed by such
plan; provided, however, in the case of the EXPP, all Prior Service shall be
fully reflected for purposes of determining the amount of Executive’s
Retirement Benefit under Section 3.1(b)(i) of the EXPP or Executive’s Deferred
Vested Benefit under Section 3.2(b)(i) of the EXPP, regardless of whether
such Prior Service shall have been fully credited pursuant to
Section 5(b)(iv) of this Agreement as of Executive’s termination; and,
provided additionally, that payments under the EXPP shall commence as provided
in Section 3.8 of the EXPP in an amount equal to 100% of the benefit under
Section 3.1 or 3.2 of the EXPP without actuarial reduction or any other
discount; and


 


(viii)                        If
Executive elects after termination of employment continued coverage under the
Health Plan in accordance with the applicable provisions of COBRA, the Company
shall pay to Executive on a monthly basis during such COBRA continuation period
an amount equal on an after-tax basis to the total cost of such coverage. If
the maximum COBRA continuation period available to Executive shall be less than
three years, prior to the expiration of the maximum COBRA continuation period
available to Executive, provided that Executive theretofore shall have complied
with the conditions set forth in Section 10, the Company shall make a good
faith effort to obtain insured coverage for Executive (and her spouse and
eligible dependents, if any, for whom coverage had been provided during the
COBRA continuation period) that is substantially comparable to such COBRA
continuation coverage, which insured coverage shall begin on the date of
expiration of Executive’s COBRA continuation period and continue until the
third anniversary of Executive’s termination of employment. In the event that
the Company determines, in its sole discretion, that it is unable to obtain
such insured coverage for Executive (and her spouse and eligible dependents, if
any, for whom coverage had been provided during the COBRA continuation period)
or in the event that Executive determines, in her sole discretion, that any
such insured coverage offered by the Company is not substantially comparable to
such COBRA continuation coverage, the Company shall pay to Executive, provided
that Executive shall not have become eligible for medical coverage under (1)
the Company’s Health Plan, as a retiree or active employee, (2) a plan
maintained by 


 


21

















 


a subsequent employer or
other entity to which Executive provides services, or (3) Medicare and,
provided further, that Executive theretofore shall have complied with the
conditions set forth in Section 10, a lump sum amount equal on an after-tax
basis to the present value of the total cost of retiree medical coverage under
the Health Plan that would have been incurred by both Executive and the Company
on behalf of Executive (and her spouse and eligible dependents, if any, for
whom coverage had been provided during the COBRA continuation period) if
Executive (and such spouse and dependents, if any) had been eligible for such
retiree medical coverage from the end of Executive’s COBRA continuation period
until the third anniversary of Executive’s termination of employment,
calculated on the assumption that the cost of such coverage would remain
unchanged from that in effect for the year in which such lump sum is paid. Such
lump sum amount shall be calculated by the actuary for the Health Plan and paid
in cash as soon as administratively practicable following the expiration of
Executive’s COBRA continuation period and shall not be subject to reduction or
forfeiture by reason of any coverage for which Executive may thereafter become
eligible by reason of subsequent employment or otherwise. In addition, as soon
as administratively practicable following Executive’s termination of
employment, provided that Executive shall have complied with the conditions set
forth in Section 10, the Company shall pay to Executive a lump sum amount equal
on an after-tax basis to the present value of the sum of (1) the amount that
Executive would have paid, had she remained employed, for coverage under the
Company’s group long-term disability policy from the date of Executive’s
termination of employment until the third anniversary of Executive’s
termination of employment, calculated on the assumption that the cost of such
coverage would remain unchanged from that in effect for the year in which
Executive’s termination occurred; and (2) the amount that the Company would
have paid to continue Executive’s group life insurance coverage, had she
remained employed, from the date of Executive’s termination of employment until
the third anniversary of Executive’s termination of employment, calculated on
the assumption that the cost of such coverage would remain unchanged from that
in effect for the year in which Executive’s termination occurred. For purposes
of this Section 7(f)(viii), present value shall be calculated on the basis of
the discount rate set forth in the EXPP for the determination of lump sum
payments.


 


If any
payment or benefit under this Section 7(f) is based on Base Salary or other
level of compensation or benefits at the time of Executive’s termination and if
a reduction in such Base Salary or other level of compensation or benefit was
the basis for Executive’s termination for Good Reason, then the Base Salary or
other level of compensation in effect before such reduction shall be used to
calculate payments or benefits under this Section 7(t).


 


(g)                                 Other Terms Relating to Certain
Terminations of Employment. 
Whether a termination is deemed to be at or within two years after a
Change in Control for purposes of Sections 7(c), (d), (e), or (f) is determined
at the date of termination, regardless of whether the Change in Control had
occurred at the time a notice of termination was given. In the event
Executive’s employment terminates for any reason set forth in Section 7(b)
through (f), Executive will be entitled to the benefit of any terms of plans or
agreements applicable to 


 


22

















 


Executive which are more favorable than those specified in this Section
7 (except in the case of annual incentives in lieu of which amounts are paid
hereunder). Amounts payable under this Section 7 following Executive’s
termination of employment, other than those expressly payable on a deferred
basis, will be paid as promptly as practicable after such a termination of
employment, and such amounts payable under Section 7(e) or 7(f) will be paid in
no event later than 15 days after Executive’s termination of employment unless
not determinable within such period.


 


8.                                       Definitions Relating to Termination
Events.


 


(a)                                  “Cause.”  For purposes
of this Agreement, “Cause” shall mean Executive’s


 


(i)                                     willful
and continued failure to substantially perform her duties hereunder (other than
any such failure resulting from incapacity due to physical or mental illness or
Disability or any failure after the issuance of a notice of termination by
Executive for Good Reason) which failure is demonstrably and materially
damaging to the financial condition or reputation of the Company and/or its
subsidiaries, and which failure is not corrected within five business days  after a written demand for substantial
performance is delivered to Executive by the Board, which demand specifically
identifies the manner in which the Board believes that Executive has not
substantially performed her duties hereunder and the demonstrable and material
damage caused thereby; or


 


(ii)                                  the
willful engaging by Executive in conduct which is demonstrably and materially
injurious to the Company, monetarily or otherwise.


 


No
act, or failure to act, on the part of Executive shall be deemed “willful”
unless done, or omitted to be done, by Executive not in good faith and without
reasonable belief that her action or omission was in the best interest of the
Company. Notwithstanding the foregoing, Executive shall not be deemed to have
been terminated for Cause unless and until there shall have been delivered to
Executive a copy of the resolution duly adopted by the affirmative vote of not
less than three-quarters (3/4) of the entire membership of the Board at a
meeting of the Board (after reasonable notice to Executive and an opportunity
for Executive, together with Executive’s counsel, to be heard before the Board)
finding that, in the good faith opinion of the Board, Executive was guilty of
conduct set forth above in this definition and specifying the particulars
thereof in detail.


 


(b)                                 “Change in Control.” 
For purposes of this Agreement, a “Change in Control” shall be deemed to
have occurred if, during the term of this Agreement:


 


(i)                                     any
“Person,” as such term is used for purposes of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the Exchange Act) (other than the
Company, any trustee or other fiduciary holding securities under an employee
benefit plan of the Company, or any company owned, directly or indirectly, by
the stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company), becomes the “Beneficial Owner” (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the 


 


23

















 


Company representing 20%
or more of the combined voting power of the Company’s then-outstanding
securities;


 


(ii)                                  during
any period of twenty-four months (not including any period prior to the
effectiveness of this Agreement), individuals who at the beginning of such
period constitute the Board, and any new director (other than (A) a director
nominated by a Person who has entered into an agreement with the Company to
effect a transaction described in Sections (8)(b)(i), (iii) or (iv) hereof, (B)
a director nominated by any Person (including the Company) who publicly
announces an intention to take or to consider taking actions (including, but
not limited to, an actual or threatened proxy contest) which if consummated
would constitute a Change in Control or (C) a director nominated by any Person
who is the Beneficial Owner, directly or indirectly, of securities of the
Company representing 10% or more of the combined voting power of the Company’s
securities) whose election by the Board or nomination for election by the
Company’s stockholders was approved in advance by a vote of at least two-thirds
(2/3) of the directors then still in office who either were directors at the
beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute at least a majority
thereof;


 


(iii)                               the
stockholders of the Company approve any transaction or series of transactions
under which the Company is merged or consolidated with any other company, other
than a merger or consolidation (A) which would result in the voting securities
of the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities
of the surviving entity) more than 66 2/3% of the combined voting power of the
voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation and (B) after which no Person holds
20% or more of the combined voting power of the then-outstanding securities of
the Company or such surviving entity;


 


(iv)                              the
stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company’s assets; or


 


(v)                                 the
Board adopts a resolution to the effect that, for purposes of this Agreement, a
Change in Control has occurred.


 


(c)                                  “Compensation Accrued at Termination.”  For purposes of this Agreement,
“Compensation Accrued at Termination” means the following:


 


(i)                                     The
unpaid portion of annual base salary at the rate payable, in accordance with
Section 4(a) hereof, at the date of Executive’s termination of employment, pro
rated through such date of termination, payable in accordance with the
Company’s regular pay schedule;


 


24

















 


(ii)                                  All
vested, nonforfeitable amounts owing or accrued at the date of Executive’s
termination of employment under any compensation and benefit plans, programs,
and arrangements set forth or referred to in Sections 4(b) and 5(a) and 5(b)
hereof (including any earned and vested annual incentive compensation and
long-term incentive award) in which Executive theretofore participated, payable
in accordance with the terms and conditions of the plans, programs, and
arrangements (and agreements and documents thereunder) pursuant to which such
compensation and benefits were granted or accrued; and


 


(iii)                               Reasonable
business expenses and disbursements incurred by Executive prior to Executive’s
termination of employment, to be reimbursed to Executive, as authorized under
Section 5(f), in accordance with the Company’s reimbursement policies as in
effect at the date of such termination.


 


(d)                                 “Disability.”  For
purposes of this Agreement, “Disability” shall have the meaning ascribed to it
under the EXPP.


 


(e)                                  “Good Reason.”  For
purposes of this Agreement, “Good Reason” shall mean, without Executive’s
express written consent, the occurrence of any of the following circumstances
unless, in the case of subsections (i), (iv), (vi) or (viii) hereof, such
circumstances are fully corrected prior to the date of termination specified in
the notice of termination given in respect thereof:


 


(i)                                     the
assignment to Executive of duties inconsistent with Executive’s position and
status as Senior Vice President and Chief Financial Officer, or an alteration,
adverse to Executive, in Executive’s position and status as Senior Vice
President and Chief Financial Officer or in the nature of Executive’s duties,
responsibilities, and authorities or conditions of Executive’s employment from
those relating to Executive position and status as Senior Vice President and
Chief Financial Officer (excluding changes in assignments permitted under
Section 3 and excluding inadvertent actions which are promptly remedied);
except the foregoing shall not constitute Good Reason if occurring in
connection with the termination of Executive’s employment for Cause,
Disability, Retirement, as a result of Executive’s death, or as a result of
action by or with the consent of Executive; for purposes of this Section
8(e)(i), references to the Company (and the Board and stockholders of the
Company) refer to the ultimate parent company (and its board and stockholders)
succeeding the Company following an acquisition in which the corporate
existence of the Company continues, in accordance with Section 12(b);


 


(ii)                                  (A)
a reduction by the Company in Executive’s Base Salary, (B) the setting of Executive’s
annual target incentive opportunity or payment of earned annual incentive in
amounts less than specified under or otherwise not in conformity with Section 4
hereof, (C) a change in compensation or benefits not in conformity with Section
5, or (D) a reduction, after a Change in Control in perquisites from the level
of such perquisites as in effect immediately prior to the Change in Control or
as the same may have been increased from time to time after the Change in
Control except for across-the-board perquisite reductions similarly affecting
all 


 


25

















 


senior executives of the
Company and all senior executives of any Person in control of the Company;


 


(iii)                               the
relocation of the principal place of Executive’s employment not in conformity
with Section 3(b) hereof; for this purpose, required travel on the Company’s
business will not constitute a relocation so long as the extent of such travel
is substantially consistent with Executive’s customary business travel
obligations in periods prior to the Effective Date;


 


(iv)                              the
failure by the Company to pay to Executive any portion of Executive’s
compensation or to pay to Executive any portion of an installment of deferred
compensation under any deferred compensation program of the Company within
seven days of the date such compensation is due;


 


(v)                                 the
failure by the Company to continue in effect any material compensation or
benefit plan in which Executive participated immediately prior to a Change in
Control, unless an equitable arrangement (embodied in an ongoing substitute or
alternative plan) has been made with respect to such plan, or the failure by
the Company to continue Executive’s participation therein (or in such
substitute or alternative plan) on a basis not materially less favorable, both
in terms of the amounts of compensation or benefits provided and the level of
Executive’s participation relative to other participants, as existed at the
time of the Change in Control;


 


(vi)                              the
failure of the Company to obtain a satisfactory agreement from any successor to
the Company to fully assume the Company’s obligations and to perform under this
Agreement, as contemplated in Section 12(b) hereof, in a form reasonably
acceptable to Executive;


 


(vii)                           any
election by the Company not to extend the Term of this Agreement at the next
possible extension date under Section 2 hereof, unless Executive will have
attained age 65 at or before such extension date; or


 


(viii)                        any other
failure by the Company to perform any material obligation under, or breach by
the Company of any material provision of, this Agreement;


 


provided,
however, that a forfeiture under Section 10(f) or (g) shall not constitute
“Good Reason.”


 


(f)                                    “Potential Change in Control.”  For purposes of this Agreement, a “Change in
Control” shall be deemed to have occurred if, during the term of this
Agreement:


 


(i)                                     the
Company enters into an agreement, the consummation of which would result in the
occurrence of a Change in Control;


 


(ii)                                  any
Person (including the Company) publicly announces an intention to take or to
consider taking actions which if consummated would constitute a Change in
Control; or


 


26

















 


(iii)                               the
Board adopts a resolution to the effect that, for purposes of this Agreement, a
Potential Change in Control has occurred.


 


9.                                       Rabbi Trust Obligation Upon
Potential Change in Control; Excise Tax-Related Provisions.


 


(a)                                  Rabbi Trust Funded Upon Potential
Change in Control.  In
the event of a Potential Change in Control or Change in Control, the Company
shall, not later than 15 days thereafter, have established one or more rabbi
trusts and shall deposit therein cash in an amount sufficient to provide for
full payment of all potential obligations of the Company that would arise
assuming consummation of a Change in Control, or has arisen in the case of an
actual Change in Control, and a subsequent termination of Executive’s
employment under Section 7(e) or (f). Such rabbi trust(s) shall be irrevocable
and shall provide that the Company may not, directly or indirectly, use or
recover any assets of the trust(s) until such time as all obligations which
potentially could arise hereunder have been settled and paid in full, subject
only to the claims of creditors of the Company in the event of insolvency or
bankruptcy of the Company; provided, however, that if no Change in Control has
occurred within two years after such Potential Change in Control, such rabbi
trust(s) shall at the end of such two-year period become revocable and may
thereafter be revoked by the Company.


 


(b)                                 Gross-up If Excise Tax Would Apply.  In the event Executive becomes entitled to
any amounts or benefits payable in connection with a Change in Control or other
change in control (whether or not such amounts are payable pursuant to this
Agreement) (the “Severance Payments”), if any of such Severance Payments are
subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Internal
Revenue Code (or any similar federal, state or local tax that may hereafter be
imposed) (the “Code”), the Company shall pay to Executive at the time specified
in Section 9(b)(iii) hereof an additional amount (the “Gross-Up Payment”) such
that the net amount retained by Executive, after deduction of any Excise Tax on
the Total Payments (as hereinafter defined) and any federal, state and local
income tax and Excise Tax upon the payment provided for by Section 9(b)(i),
shall be equal to the Total Payments.


 


(i)                                     For
purposes of determining whether any of the Severance Payments will be subject
to the Excise Tax and the amount of such Excise Tax:


 


(A)                              any
other payments or benefits received or to be received by Executive in
connection with a Change in Control or Executive’s termination of employment
(whether pursuant to the terms of this Agreement or any other plan, arrangement
or agreement with the Company, any Person whose actions result in a Change in
Control or any Person affiliated with the Company or such Person) (which,
together with the Severance Payments, constitute the “Total Payments”) shall be
treated as “parachute payments” within the meaning of Section 280G(b)(2) of the
Code, and all “excess parachute payments” within the meaning of Section
280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in
the opinion of nationally-recognized tax counsel selected by Executive such
other payments or benefits (in whole or in part) do not constitute parachute
payments, or such excess parachute payments (in whole or in part) represent
reasonable compensation for services actually rendered within the meaning of 


 


27

















 


Section 280G(b)(4) of the
Code in excess of the base amount within the meaning of Section 280G(b)(3) of
the Code, or are otherwise not subject to the Excise Tax;


 


(B)                                the
amount of the Total Payments which shall be treated as subject to the Excise
Tax shall be equal to the lesser of (x) the total amount of the Total Payments
and (y) the amount of excess parachute payments within the meaning of Section
280G(b)(1) of the Code (after applying Section 9(b)(i)(A) hereof); and


 


(C)                                the
value of any non-cash benefits or any deferred payments or benefit shall be
determined by a nationally-recognized accounting firm selected by Executive in
accordance with the principles of Sections 280G(d)(3) and (4) of the Code.


 


(ii)                                  For
purposes of determining the amount of the Gross-Up Payment, Executive shall be
deemed to pay federal income taxes at the highest marginal rate of federal
income taxation in the calendar year in which the Gross-Up Payment is to be
made and state and local income taxes at the highest marginal rate of taxation
in the state and locality of Executive’s residence on the Date of Termination,
net of the maximum reduction in federal income taxes which could be obtained
from deduction of such state and local taxes. In the event that the Excise Tax
is subsequently determined to be less than the amount taken into account
hereunder at the time of termination of Executive’s employment, Executive shall
repay to the Company within ten days after the time that the amount of such
reduction in Excise Tax is finally determined the portion of the Gross-Up
Payment attributable to such reduction (plus the portion of the Gross-Up
Payment attributable to the Excise Tax and federal and state and local income
tax imposed on the Gross-Up Payment being repaid by Executive if such repayment
results in a reduction in Excise Tax and/or federal and state and local income
tax deduction) plus interest on the amount of such repayment at the rate
provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax
is determined to exceed the amount taken into account hereunder at the time of
the termination of Executive’s employment (including by reason of any payment
the existence or amount of which cannot be determined at the time of the
Gross-Up Payment), the Company shall make an additional gross-up payment in
respect of such excess within ten days after the time that the amount of such
excess is finally determined.


 


(iii)                               The
payments provided for in this Section 9(b) shall be made not later than the
fifteenth day following the date of Executive’s termination of employment; provided,
however, that if the amount of such payments cannot be finally determined
on or before such day, the Company shall pay to Executive on such day an
estimate, as determined in good faith by the Company, of the minimum amount of
such payments and shall pay the remainder of such payments (together with
interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as
the amount thereof can be determined but in no event later than the thirtieth
day after the date of Executive’s termination of employment. In the event that
the amount of the estimated payments exceeds the amount subsequently determined
to have been due, such excess shall constitute a loan by the Company to 


 


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Executive, payable on the
fifteenth day after the demand by the Company (together with interest at the
rate provided in Section 1274(b)(2)(B) of the Code).


 


(iv)                              All
determinations under this Section 9(b) shall be made at the expense of the
Company by a nationally recognized public accounting firm selected by
Executive, and such determination shall be binding upon Executive and the
Company.


 


10.                                 Non-Competition and Non-Disclosure;
Executive Cooperation; Non-Disparagement; Certain Forfeitures.


 


(a)                                  Non-Competition.  Without the consent in writing of the Board, Executive will not,
at any time during the Term and for a period of two years following termination
of Executive’s employment for any reason, acting alone or in conjunction with
others, directly or indirectly (i) engage (either as owner, investor, partner,
stockholder, employer, employee, consultant, advisor, or director) in any
business in which she has been directly engaged on behalf of the Company or any
affiliate, or has supervised as an executive thereof, during the last two years
prior to such termination, or which was engaged in or planned by the Company or
an affiliate at the time of such termination, in any geographic area in which
such business was conducted or planned to be conducted; (ii) induce any
customers of the Company or any of its affiliates with whom Executive has had
contacts or relationships, directly or indirectly, during and within the scope
of her employment with the Company or any of its affiliates, to curtail or
cancel their business with the Company or any such affiliate; (iii) induce, or
attempt to influence, any employee of the Company or any of its affiliates to
terminate employment; or (iv) solicit, hire or retain as an employee or
independent contractor, or assist any third party in the solicitation, hire, or
retention as an employee or independent contractor, any person who during the
previous 12 months was an employee of the Company or any affiliate; provided,
however, that the limitation contained in clause (i) above shall not apply
if Executive’s employment is terminated as a result of a termination by the
Company without Cause within two years following a Change in Control or is
terminated by Executive for Good Reason within two years following a Change in
Control, and provided further, that activities engaged in by or on behalf of
the Company are not restricted by this covenant. The provisions of
subparagraphs (i), (ii), (iii), and (iv) above are separate and distinct
commitments independent of each of the other subparagraphs. It is agreed that
the ownership of not more than one percent of the equity securities of any
company having securities listed on an exchange or regularly traded in the
over-the-counter market shall not, of itself, be deemed inconsistent with
clause (i) of this Section 10(a).


 


(b)                                 Non-Disclosure; Ownership of Work.  Executive shall not, at any time during the
Term and thereafter (including following Executive’s termination of employment
for any reason), disclose, use, transfer, or sell, except in the course of
employment with or other service to the Company, any proprietary information,
secrets, organizational or employee information, or other confidential
information belonging or relating to the Company and its affiliates and
customers so long as such information has not otherwise been disclosed or is
not otherwise in the public domain, except as required by law or pursuant to
legal process. In addition, upon termination of employment for any reason,
Executive will return to the Company or its affiliates all documents and other
media containing information belonging or relating to the Company or


 


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its
affiliates. Executive will promptly disclose in writing to the Company all
inventions, discoveries, developments, improvements and innovations
(collectively referred to as “Inventions”) that Executive has conceived or made
during the Term; provided, however, that in this context “Inventions”
are limited to those which (i) relate in any manner to the existing or
contemplated business or research activities of the Company and its affiliates;
(ii) are suggested by or result from Executive’s work at the Company; or (iii)
result from the use of the time, materials or facilities of the Company and its
affiliates. All Inventions will be the Company’s property rather than
Executive’s. Should the Company request it, Executive agrees to sign any
document that the Company may reasonably require to establish ownership in any
Invention.


 


(c)                                  Cooperation With Regard to
Litigation.  Executive agrees to
cooperate with the Company, during the Term and thereafter (including following
Executive’s termination of employment for any reason), by making herself
available to testify on behalf of the Company or any subsidiary or affiliate of
the Company, in any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, and to assist the Company, or any subsidiary
or affiliate of the Company, in any such action, suit, or proceeding, by
providing information and meeting and consulting with the Board or its
representatives or counsel, or representatives or counsel to the Company, or
any subsidiary or affiliate of the Company, as requested. The Company agrees to
reimburse the Executive, on an after-tax basis, for all expenses actually
incurred in connection with her provision of testimony or assistance and will pay
the Executive a mutually agreed upon per diem allowance.


 


(d)                                 Non-Disparagement.  Neither the Company nor the Executive shall, at any time during
the Term and thereafter, make statements or representations, or otherwise
communicate, directly or indirectly, in writing, orally, or otherwise, or take
any action which may, directly or indirectly, disparage the Executive or the
Company or any of its subsidiaries or affiliates or their respective officers,
directors, employees, advisors, businesses or reputations. Notwithstanding the
foregoing, nothing in this Agreement shall preclude the Company or the
Executive from making truthful statements that are required by applicable law,
regulation or legal process.


 


(e)                                  Release of Employment Claims.  Executive agrees, as a condition to receipt
of any termination payments and benefits provided for in Sections 6 and 7
herein (other than Compensation Accrued at Termination), that she will execute
a general release agreement, in substantially the form set forth in Attachment
A to this Agreement, releasing any and all claims arising out of Executive’s
employment other than enforcement of this Agreement and rights to
indemnification under any agreement, law, Company organizational document or
policy, or otherwise.


 


(f)                                    Forfeiture of Outstanding Options.  The provisions of Sections 6 and 7
notwithstanding, if Executive willfully and materially fails to substantially
comply with any restrictive covenant under this Section 10 or willfully and
materially fails to substantially comply with any material obligation under
this Agreement, all options to purchase Common Stock granted by the Company and
then held by Executive or a transferee of Executive shall be immediately
forfeited and thereupon such options shall be cancelled. Notwithstanding the
foregoing, Executive shall not forfeit any option unless and until there shall
have been delivered to him, within six months after the Board (i) had knowledge
of conduct or an event allegedly constituting grounds for such forfeiture and
(ii) had reason to believe that such conduct or event


 


30

















 


could be
grounds for such forfeiture, a copy of a resolution duly adopted by a majority
affirmative vote of the membership of the Board (excluding Executive) at a
meeting of the Board called and held for such purpose (after giving Executive
reasonable notice specifying the nature of the grounds for such forfeiture and
not less than 30 days to correct the acts or omissions complained of, if
correctable, and affording Executive the opportunity, together with her
counsel, to be heard before the Board) finding that, in the good faith opinion
of the Board, Executive has engaged and continues to engage in conduct set
forth in this Section 10(f) which constitutes grounds for forfeiture of
Executive’s options; provided, however, that if any option is exercised after
delivery of such notice and the Board subsequently makes the determination
described in this sentence, Executive shall be required to pay to the Company
an amount equal to the difference between the aggregate value of the shares
acquired upon such exercise at the date of the Board determination and the
aggregate exercise price paid by Executive. Any such forfeiture shall apply to
such options notwithstanding any term or provision of any option agreement. In
addition, all options granted to Executive and gains resulting from the
exercise of such options, shall be subject to forfeiture in accordance with the
Company’s standard policies relating to such forfeitures and clawbacks, as such
policies are in effect at the time of grant of such options.


 


(g)                                 Forfeiture of Certain Bonuses and
Profits.  If the Company
is required to prepare an accounting restatement due to the material
noncompliance of the Company, as a result of misconduct, with any financial
reporting requirement under the securities laws, and if Executive, knowingly or
through gross negligence, caused or failed to prevent such misconduct,
Executive shall reimburse the Company for (1) any bonus or other incentive
based or equity-based compensation received by Executive from the Company
during the 12-month period following the first public issuance or filing with
the Securities and Exchange Commission (whichever first occurs) of the
financial document embodying such financial reporting requirement; and (2) any
profits realized from the sale of securities of the Company during that
12-month period.


 


(h)                                 Survival. 
The provisions of this Section 10 shall survive the termination of the
Term and any termination or expiration of this Agreement.


 


11.                                 Governing Law; Disputes; Arbitration.


 


(a)                                  Governing Law. 
Anything in the EXPP to the contrary notwithstanding, this Agreement and
the rights and obligations of the Company and Executive under the EXPP are
governed by and are to be construed, administered, and enforced in accordance
with the laws of the State of Connecticut, without regard to conflicts of law
principles, except insofar as federal laws and regulations and the Delaware
General Corporation Law may be applicable. If under the governing law, any
portion of this Agreement or the EXPP is at any time deemed to be in conflict
with any applicable statute, rule, regulation, ordinance, or other principle of
law, such portion shall be deemed to be modified or altered to the extent
necessary to conform thereto or, if that is not possible, to be omitted
therefrom. The invalidity of any such portion shall not affect the force,
effect, and validity of the remaining portion thereof. If any court determines
that any provision of Section 10 of this Agreement is unenforceable because of
the duration or geographic scope of such provision, it is the parties’ intent
that such court shall have the power to modify the duration or geographic scope
of such provision, as the case may be, to the extent necessary to render the
provision enforceable and, in its modified form, such provision shall be
enforced.


 


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(b)                                 Reimbursement of Expenses in
Enforcing Rights.  Upon
submission of invoices, the Company shall promptly pay or reimburse all
reasonable costs and expenses (including fees and disbursements of counsel and
pension experts) incurred by Executive or Executive’s surviving spouse in
seeking to interpret this Agreement or enforce rights pursuant to this
Agreement or in any proceeding in connection therewith brought by Executive or
Executive’s surviving spouse, whether or not Executive or Executive’s surviving
spouse is ultimately successful in enforcing such rights or in such proceeding;
provided, however, that no reimbursement shall be owed with respect to expenses
relating to any unsuccessful assertion of rights or proceeding if and to the
extent that such assertion or proceeding was initiated or maintained in bad
faith or was frivolous, as determined by the arbitrators in accordance with
Section 11 (c) or a court having jurisdiction over the matter, in which case
any amounts previously paid by the Company shall be promptly repaid.


 


(c)                                  Arbitration. 
Anything in the EXPP to the contrary notwithstanding, any dispute or
controversy arising under or in connection with this Agreement or the EXPP
shall be settled exclusively by arbitration in Fairfield, CT, by three
arbitrators in accordance with the rules of the American Arbitration Association
in effect at the time of submission to arbitration. Judgment may be entered on
the arbitrators’ award in any court having jurisdiction. For purposes of
entering any judgment upon an award rendered by the arbitrators, the Company
and Executive hereby consent to the jurisdiction of any or all of the following
courts: (i) the United States District Court for the District of Connecticut,
(ii) any of the courts of the State of Connecticut, or (iii) any other court
having jurisdiction. The Company and Executive further agree that any service
of process or notice requirements in any such proceeding shall be satisfied if
the rules of such court relating thereto have been substantially satisfied. The
Company and Executive hereby waive, to the fullest extent permitted by
applicable law, any objection which it may now or hereafter have to such
jurisdiction and any defense of inconvenient forum. The Company and Executive
hereby agree that a judgment upon an award rendered by the arbitrators may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Subject to Section 11(b) of this Agreement, the Company shall
bear all costs and expenses arising in connection with any arbitration
proceeding pursuant to this Section 11. Notwithstanding any provision in this
Section 11, Executive shall be entitled to seek specific performance of
Executive’s right to be paid during the pendency of any dispute or controversy
arising under or in connection with this Agreement.


 


(d)                                 Interest on Unpaid Amounts.  Any amount which has become payable pursuant
to the terms of this Agreement or any decision by arbitrators or judgment by a
court of law pursuant to this Section 11 but which has not been timely paid
shall bear interest at the prime rate in effect at the time such amount first
becomes payable, as quoted by the Company’s principal bank.


 


12.                                 Miscellaneous.


 


(a)                                  Integration. 
This Agreement cancels and supersedes any and all prior employment
agreements and understandings between the parties hereto with respect to the
employment of Executive by the Company, any parent or predecessor company, and
the Company’s subsidiaries during the Term, except for contracts relating to
compensation under executive compensation and employee benefit plans of the
Company and its subsidiaries. The foregoing notwithstanding, in the event of
any conflict or ambiguity between this Agreement and


 


32

















 


the
Employee Protection Plan as applicable to Executive or the Change-in-Control
Agreement executed by Executive and the Company or the EXPP, the provisions of
this Agreement shall govern except that Executive shall remain entitled to any
right or benefit under the Employee Protection Plan or the Change-in-Control
Agreement or the EXPP for so long as such Plan or Agreement remains in effect,
if and to the extent that such right or benefit is more favorable to Executive
than a corresponding provision of this Agreement; but no payment or benefit
under the Employee Protection Plan or Change-in-Control Agreement or the EXPP
shall be made or extended which duplicates any payment or benefit hereunder. If
and to the extent that this Agreement may provide enhanced benefits to
Executive under the EXPP which benefits are not explicitly provided for under
the EXPP, the EXPP shall be deemed amended by this Agreement (but only insofar
as it pertains to Executive). This Agreement constitutes the entire agreement
among the parties with respect to the matters herein provided, and no modification
or waiver of any provision hereof shall be effective unless in writing and
signed by the parties hereto. Executive shall not be entitled to any payment or
benefit under this Agreement which duplicates a payment or benefit received or
receivable by Executive under any prior agreements and understandings or under
any benefit or compensation plan of the Company which are in effect.


 


(b)                                 Successors; Transferability.  The Company shall require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of the Company to
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 no such
succession had taken place.


 


As used in this Agreement, “Company” shall mean the
Company as hereinbefore defined and any successor to its business and/or assets
as aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise and, in the case of an acquisition of the Company in which
the corporate existence of the Company continues, the ultimate parent company
following such acquisition. Subject to the foregoing, the Company may transfer
and assign this Agreement and the Company’s rights and obligations hereunder.
Neither this Agreement nor the rights or obligations hereunder of the parties
hereto shall be transferable or assignable by Executive, except in accordance
with the laws of descent and distribution or as specified in Section 12(c).


 


(c)                                  Beneficiaries. 
Executive shall be entitled to designate (and change, to the extent
permitted under applicable law) a beneficiary or beneficiaries to receive any
compensation or benefits provided hereunder following Executive’s death.


 


(d)                                 Notices. 
Whenever under this Agreement it becomes necessary to give notice, such
notice shall be in writing, signed by the party or parties giving or making the
same, and shall be served on the person or persons for whom it is intended or
who should be advised or notified, by Federal Express or other similar
overnight service or by certified or registered mail, return receipt requested,
postage prepaid and addressed to such party at the address set forth below or
at such other address as may be designated by such party by like notice:


 


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If to the Company:


 


IMS
HEALTH INCORPORATED

1499 Post Road

Fairfield, CT 06824

Attention: Chief Executive Officer


 


If to Executive:


 


Nancy
E. Cooper

Senior Vice President and Chief Financial Officer

IMS Health Incorporated

1499 Post Road

Fairfield, CT 06824


 


If the parties by mutual agreement supply each other
with telecopier numbers for the purposes of providing notice by facsimile, such
notice shall also be proper notice under this Agreement. In the case of Federal
Express or other similar overnight service, such notice or advice shall be
effective when sent, and, in the cases of certified or registered mail, shall
be effective two days after deposit into the mails by delivery to the U.S. Post
Office.


 


(e)                                  Reformation. 
The invalidity of any portion of this Agreement shall not be deemed to
render the remainder of this Agreement invalid.


 


(f)                                    Headings. 
The headings of this Agreement are for convenience of reference only and
do not constitute a part hereof.


 


(g)                                 No General Waivers.  The failure of any party at any time to
require performance by any other party of any provision hereof or to resort to
any remedy provided herein or at law or in equity shall in no way affect the
right of such party to require such performance or to resort to such remedy at
any time thereafter, nor shall the waiver by any party of a breach of any of
the provisions hereof be deemed to be a waiver of any subsequent breach of such
provisions. No such waiver shall be effective unless in writing and signed by
the party against whom such waiver is sought to be enforced.


 


(h)                                 No Obligation To Mitigate.  Executive shall not be required to seek
other employment or otherwise to mitigate Executive’s damages upon any
termination of employment, and any compensation or benefits received from any
other employment of Executive shall not mitigate or reduce the obligations of
the Company or the rights of Executive hereunder, except that, to the extent
Executive receives from a subsequent employer health or other insurance
benefits that are similar to the benefits referred to in Section 5(b) hereof,
any such benefits to be provided by the Company to Executive following the Term
shall be correspondingly reduced.


 


(i)                                     Offsets; Withholding.  The amounts required to be paid by the
Company to Executive pursuant to this Agreement shall not be subject to offset
other than with respect to any amounts that are owed to the Company by
Executive due to her receipt of funds as a result of her fraudulent activity.
The foregoing and other provisions of this Agreement notwithstanding, all
payments to be made to Executive under this Agreement, including under Sections
6 and 7, or otherwise by the Company, will be subject to withholding to satisfy
required withholding taxes and other required deductions.


 


34

















 


(j)                                     Successors and Assigns.  This Agreement shall be binding upon and
shall inure to the benefit of Executive, her heirs, executors, administrators
and beneficiaries, and shall be binding upon and inure to the benefit of the
Company and its successors and assigns.


 


(k)                                  Counterparts. 
This Agreement may be executed in counterparts, each of which shall be
deemed to be an original but all of which together will constitute one and the
same instrument.


 


13.                                 Indemnification.


 


All rights to indemnification by the Company now
existing in favor of Executive as provided in the Company’s Certificate of
Incorporation or By-laws or pursuant to other agreements in effect on or
immediately prior to the Effective Date shall continue in full force and effect
from the Effective Date (including all periods after the expiration of the
Term), and the Company shall also advance expenses for which indemnification
may be ultimately claimed as such expenses are incurred to the fullest extent
permitted under applicable law, subject to any requirement that Executive
provide an undertaking to repay such advances if it is ultimately determined
that Executive is not entitled to indemnification; provided, however, that any
determination required to be made with respect to whether Executive’s conduct
complies with the standards required to be met as a condition of
indemnification or advancement of expenses under applicable law and the
Company’s Certificate of Incorporation, By-laws, or other agreement shall be
made by independent counsel mutually acceptable to Executive and the Company
(except to the extent otherwise required by law). After the date hereof, the Company
shall not amend its Certificate of Incorporation or By-laws or any agreement in
any manner which adversely affects the rights of Executive to indemnification
thereunder. Any provision contained herein notwithstanding, this Agreement
shall not limit or reduce any rights of Executive to indemnification pursuant
to applicable law. In addition, the Company will maintain directors’ and
officers’ liability insurance in effect and covering acts and omissions of
Executive during the Term and for a period of six years thereafter on terms
substantially no less favorable than those in effect on the Effective Date.


 


IN WITNESS WHEREOF, Executive has hereunto set her
hand and the Company has caused this instrument to be duly executed as of the
date of this Agreement set forth in Section 1 hereof.


 


	
   

  	
  IMS HEALTH INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David M. Thomas

  	
   

  
	
   

  	
   

  	
  Name: David M. Thomas

  
	
   

  	
   

  	
  Title: Chairman of the Board and

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Nancy E. Cooper

  	
   

  
	
   

  	
  Nancy E. Cooper

  
					



 


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