2. Change of Control. For the purpose of this Agreement, a “Change of Control” shallmean:          (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3)or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”)of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of20% or more of either (i) the then outstanding shares of common stock of the Company (the“Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstandingvoting securities of the Company entitled to vote generally in the election of directors (the“Outstanding Company Voting Securities”); provided, however, that the following acquisitions shallnot constitute a Change of Control: (i) any acquisition directly from the Company, (ii) anyacquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust)sponsored or maintained by the Company or any corporation controlled by the Company or (iv) anyacquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and(iii) of subsection (c) of this Section 2; or          (b) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) ceasefor any reason to constitute at least a majority of the Board; provided, however, that anyindividual becoming a director subsequent to the date hereof whose election, or nomination forelection by the Company’s shareholders, was approved by a vote of at least a majority of thedirectors then comprising the Incumbent Board shall be considered as though such individual were amember of the Incumbent Board, but excluding, for this purpose, any such individual whose initialassumption of office occurs as a result of an actual or threatened election contest with respect tothe election or removal of directors or other actual or threatened solicitation of proxies orconsents by or on behalf of a Person other than the Board; or          (c) Approval by the shareholders of the Company of a reorganization, merger or consolidation(a “Business Combination”), in each case, unless, following such Business Combination, (i) all orsubstantially all of the individuals and entities who were the beneficial owners, respectively, ofthe Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior tosuch Business Combination beneficially own, directly or indirectly, more than 60% of, respectively,the then outstanding shares of common stock and the combined voting power of the then outstandingvoting securities entitled to vote generally in the election of directors, as the case may be, ofthe corporation resulting from such Business Combination (including, without limitation, acorporation which as a result of such transaction owns the Company through one or moresubsidiaries) in substantially the same proportions as their ownership, immediately prior to suchBusiness Combination of the Outstanding Company Common Stock and Outstanding Company VotingSecurities, as the case may be, (ii) no Person (excluding any employee benefit plan (or relatedtrust) of the Company or such corporation resulting from such Business Combination) beneficiallyowns, directly or indirectly, 20% or more of, respectively, the then
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outstanding shares of common stock of the corporation resulting from such Business Combination orthe combined voting power of the then outstanding voting securities of such corporation except tothe extent that such ownership existed prior to the Business Combination and (iii) at least amajority of the members of the board of directors of the corporation resulting from such BusinessCombination were members of the Incumbent Board at the time of the execution of the initialagreement, or of the action of the Board, providing for such Business Combination; or          (d) Approval by the shareholders of the Company of (i) a complete liquidation or dissolutionof the Company or (ii) the sale or other disposition of all or substantially all of the assets ofthe Company, other than to a corporation, with respect to which following such sale or otherdisposition, [a] more than 60% of, respectively, the then outstanding shares of common stock ofsuch corporation and the combined voting power of the then outstanding voting securities of suchcorporation entitled to vote generally in the election of directors is then beneficially owned,directly or indirectly, by all or substantially all of the individuals and entities who were thebeneficial owners, respectively, of the Outstanding Company Common Stock and outstanding CompanyVoting Securities immediately prior to such sale or other disposition in substantially the sameproportion as their ownership, immediately prior to such sale or other disposition, of theOutstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, [b]less than 20% of, respectively, the then outstanding shares of common stock of such corporation andthe combined voting power of the then outstanding voting securities of such corporation entitled tovote generally in the election of directors is then beneficially owned, directly or indirectly, byany Person (excluding any employee benefit plan (or related trust) of the Company or suchcorporation), except to the extent that such Person owned 20% or more of the Outstanding CompanyCommon Stock or Outstanding Company Voting Securities prior to the sale or disposition, and [c] atleast a majority of the members of the board of directors of such corporation were members of theIncumbent Board at the time of the execution of the initial agreement, or of the action of theBoard, providing for such sale or other disposition of assets of the Company or were elected,appointed or nominated by the Board.     3. Employment Period. The Company hereby agrees to continue the Executive in itsemploy, and the Executive hereby agrees to remain in the employ of the Company subject to the termsand conditions of this Agreement, for the period commencing on the Effective Date and ending on thethird anniversary of such date (the “Employment Period”).     4. Terms of Employment.          (a) Position and Duties.               (i) During the Employment Period, [a] the Executive’s position (including status, offices,titles and reporting requirements), authority, duties and responsibilities shall be at leastcommensurate in all material respects with the most
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significant of those held, exercised and assigned at any time during the 120-day period immediatelypreceding the Effective Date and [b] the Executive’s services shall be performed at the locationwhere the Executive was employed immediately preceding the Effective Date or any office or locationless than 35 miles from such location.               (ii) During the Employment Period, and excluding any periods of vacation and sick leave towhich the Executive is entitled, the Executive agrees to devote reasonable attention and timeduring normal business hours to the business and affairs of the Company and, to the extentnecessary to discharge the responsibilities assigned to the Executive hereunder, to use theExecutive’s reasonable best efforts to perform faithfully and efficiently such responsibilities.During the Employment Period it shall not be a violation of this Agreement for the Executive to [a]serve on corporate, civic or charitable boards or committees, [b] deliver lectures, fulfillspeaking engagements or teach at educational institutions and [c] manage personal investments, solong as such activities do not significantly interfere with the performance of the Executive’sresponsibilities as an employee of the Company in accordance with this Agreement. It is expresslyunderstood and agreed that to the extent that any such activities have been conducted by theExecutive prior to the Effective Date, the continued conduct of such activities (or the conduct ofactivities similar in nature and scope thereto) subsequent to the Effective Date shall notthereafter be deemed to interfere with the performance of the Executive’s responsibilities to theCompany.          (b) Compensation.               (i) Base Salary. During the Employment Period, the Executive shall receive an annualbase salary (“Annual Base Salary”), which shall be paid at a monthly rate, at least equal to twelvetimes the highest monthly base salary paid or payable, including any base salary which has beenearned but deferred, to the Executive by the Company and its affiliated companies in respect of the12-month period immediately preceding the month in which the Effective Date occurs. During theEmployment Period, the Annual Base Salary shall be reviewed no more than 12 months after the lastsalary increase awarded to the Executive prior to the Effective Date and thereafter at leastannually and shall be first increased no more than 12 months after the last salary increase awardedto the Executive prior to the Effective Date and thereafter at least annually by the higher of (x)the average increase (excluding promotional increases) in base salary awarded to the Executive foreach of the three full fiscal years (annualized in the case of any fiscal year consisting of lessthan twelve full months or during which the Executive was employed for less than twelve months)prior to the Effective Date, and (y) the percentage increase (excluding promotional increases) inbase salary generally awarded to peer executives of the Company and its affiliated companies forthe year of determination. Any increase in Annual Base Salary shall not serve to limit or reduceany other obligation to the Executive under this Agreement. Annual Base Salary shall not bereduced after any such increase and the term Annual Base Salary as utilized in this Agreement shallrefer to Annual Base Salary as so increased. As used in this Agreement, the term “affiliatedcompanies” shall include any company controlled by, controlling or under common control with theCompany.
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               (ii) Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded,for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) incash at least equal to the higher of (x) the average of the three highest bonuses paid or payable,including any bonus or portion thereof which has been earned but deferred, to the Executive by theCompany and its affiliated companies in respect of the five fiscal years (or such shorter periodduring which the Executive has been employed by the Company) immediately preceding the fiscal yearin which the Effective Date occurs (annualized for any fiscal year during such period consisting ofless than twelve full months or with respect to which the Executive has been employed by theCompany for less than twelve full months) and (y) the bonus paid or payable (annualized asdescribed above), including any bonus or portion thereof which has been earned but deferred, to theExecutive by the Company and its affiliated companies in respect of the most recently completedfiscal year prior to the Effective Date (such higher amount being referred to as the “Recent AnnualBonus”). Each such Annual Bonus shall be paid no later than the end of the third month of thefiscal year next following the fiscal year for which the Annual Bonus is awarded, unless theExecutive shall elect to defer the receipt of such Annual Bonus.               (iii) Incentive, Savings and Retirement Plans. During the Employment Period, theExecutive shall be entitled to participate in all incentive, savings and retirement plans,practices, policies and programs applicable generally to other peer executives of the Company andits affiliated companies, but in no event shall such plans, practices, policies and programsprovide the Executive with incentive opportunities (measured with respect to both regular andspecial incentive opportunities, to the extent, if any, that such distinction is applicable),savings opportunities and retirement benefit opportunities, in each case, less favorable, in theaggregate, than the most favorable of those provided by the Company and its affiliated companiesfor the Executive under such plans, practices, policies and programs as in effect at any timeduring the 120-day period immediately preceding the Effective Date or if more favorable to theExecutive, those provided generally at any time after the Effective Date to other peer executivesof the Company and its affiliated companies.               (iv) Welfare Benefit Plans. During the Employment Period, the Executive and/or theExecutive’s family, as the case may be, shall be eligible for participation in and shall receiveall benefits under welfare benefit plans, practices, policies and programs provided by the Companyand its affiliated companies (including, without limitation, medical, prescription, dental,disability, salary continuance, employee life, group life, accidental death and travel accidentinsurance plans and programs) to the extent applicable generally to other peer executives of theCompany and its affiliated companies, but in no event shall such plans, practices, policies andprograms provide the Executive with benefits which are less favorable, in the aggregate, than themost favorable of such plans, practices, policies and programs in effect for the Executive at anytime during the 120-day period immediately preceding the Effective Date or, if more favorable tothe Executive, those provided generally at any time after the Effective Date to other peerexecutives of the Company and its affiliated companies.
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               (v) Expenses. During the Employment Period, the Executive shall be entitled toreceive prompt reimbursement for all reasonable expenses incurred by the Executive in accordancewith the most favorable policies, practices and procedures of the Company and the affiliatedcompanies in effect for the Executive at any time during the 120-day period immediately precedingthe Effective Date or, if more favorable to the Executive, as in effect generally at any timethereafter with respect to other peer executives of the Company and its affiliated companies.               (vi) Fringe Benefits. During the Employment Period, the Executive shall be entitledto fringe benefits, including, without limitation, tax and financial planning services, payment ofclub dues, and, if applicable, use of automobile and payment of related expenses, in accordancewith the most favorable plans, practices, programs and policies of the Company and its affiliatedcompanies in effect for the Executive at any time during the 120-day period immediately precedingthe Effective Date or, if more favorable to the Executive, as in effect generally at any timethereafter with respect to other peer executives of the Company and its affiliated companies.               (vii) Office and Support Staff. During the Employment Period, the Executive shall beentitled to an office or offices of a size and with furnishings and other appointments, and toexclusive personal secretarial and other assistance, at least equal to the most favorable of theforegoing provided to the Executive by the Company and its affiliated companies at any time duringthe 120-day period immediately preceding the Effective Date or, if more favorable to the Executive,as provided generally at any time thereafter with respect to other peer executives of the Companyand its affiliated companies.               (viii) Vacation. During the Employment Period, the Executive shall be entitled topaid vacation in accordance with the most favorable plans, policies, programs and practices of theCompany and its affiliated companies as in effect for the Executive at any time during the 120-dayperiod immediately preceding the Effective Date or, if more favorable to the Executive, as ineffect generally at any time thereafter with respect to other peer executives of the Company andits affiliated companies.     5. Termination of Employment.          (a) Death or Disability. The Executive’s employment shall terminate automaticallyupon the Executive’s death during the Employment Period. If the Company determines in good faiththat the Disability of the Executive has occurred during the Employment Period (pursuant to thedefinition of Disability set forth below), it may give to the Executive written notice inaccordance with Section 12(b) of this Agreement of its intention to terminate the Executive’semployment. In such event, the Executive’s employment with the Company shall terminate effectiveon the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”),provided that, within the 30 days after such receipt, the Executive shall not have returned tofull-time
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performance of the Executive’s duties. For purposes of this Agreement, “Disability” shall mean theabsence of the Executive from the Executive’s duties with the Company on a full-time basis for 180consecutive business days as a result of incapacity due to mental or physical illness which isdetermined to be total and permanent by a physician selected by the Company or its insurers andacceptable to the Executive or the Executive’s legal representative (such agreement as toacceptability not to be withheld unreasonably).          (b) Cause. The Company may terminate the Executive’s employment during the EmploymentPeriod for Cause. For the sole and exclusive purposes of this Agreement, “Cause” shall mean:               (i) The willful and continued failure of the Executive to perform substantially theExecutive’s duties with the Company or one of its affiliates (other than any such failure resultingfrom incapacity due to physical or mental illness), after a written demand for substantialperformance is delivered to the Executive by the Board or the Chief Executive Officer of theCompany which specifically identifies the manner in which the Board or Chief Executive Officerbelieves that the Executive has not substantially performed the Executive’s duties, or               (ii) The willful engaging by the Executive in illegal conduct or gross misconduct which ismaterially and demonstrably injurious to the Company.For purposes of this provision, no act or failure to act, on the part of the Executive, shall beconsidered “willful” unless it is done, or omitted to be done, by the Executive in bad faith orwithout reasonable belief that the Executive’s action or omission was in the best interests of theCompany. Any act, or failure to act, based upon authority given pursuant to a resolution dulyadopted by the Board or upon the instructions of the Chief Executive Officer or a senior officer ofthe Company or based upon the advice of counsel for the Company shall be conclusively presumed tobe done, or omitted to be done, by the Executive in good faith and in the best interests of theCompany. The cessation of employment of the Executive shall not be deemed to be for Cause unlessand until there shall have been delivered to the Executive a copy of a resolution duly adopted bythe affirmative vote of not less than three-quarters of the entire membership of the Board at ameeting of the Board called and held for such purpose (after reasonable notice is provided to theExecutive and the Executive is given an opportunity, together with counsel, to be heard before theBoard), finding that, in the good faith opinion of the Board, the Executive is guilty of theconduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof indetail.          (c) Good Reason. The Executive’s employment may be terminated by the Executive forGood Reason. For the sole and exclusive purposes of this Agreement, “Good Reason” shall mean:               (i) The assignment to the Executive of any duties inconsistent in any respect with theExecutive’s position (including status, offices, titles
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and reporting requirements), authority, duties or responsibilities as contemplated by Section 4(a)of this Agreement, or any other action by the Company which results in a diminution in suchposition, authority, duties or responsibilities, excluding for this purpose an isolated,insubstantial and inadvertent action not taken in bad faith and which is remedied by the Companypromptly after receipt of notice thereof given by the Executive;               (ii) Any failure by the Company to comply with any of the provisions of Section 4(b) of thisAgreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faithand which is remedied by the Company promptly after receipt of notice thereof given by theExecutive;               (iii) The Company’s requiring the Executive to be based at any office or location other thanas provided in Section 4(a)(i)(b) hereof or the Company’s requiring the Executive to travel onCompany business to a substantially greater extent than required immediately prior to the EffectiveDate;               (iv) Any purported termination by the Company of the Executive’s employment otherwise than asexpressly permitted by this Agreement; or               (v) Any failure by the Company to comply with and satisfy Section 11(c) of this Agreement.For purposes of this Section 5(c), any good faith determination of “Good Reason” made by theExecutive shall be conclusive. Anything in this Agreement to the contrary notwithstanding, atermination by the Executive for any reason during the 30-day period immediately following thefirst anniversary of the Effective Date shall be deemed to be a termination for Good Reason for allpurposes of this Agreement.          (d) Notice of Termination. Any termination by the Company for Cause, or by theExecutive for Good Reason, shall be communicated by Notice of Termination to the other party heretogiven in accordance with Section 12(b) of this Agreement. For purposes of this Agreement, a“Notice of Termination” means a written notice which (i) indicates the specific terminationprovision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonabledetail the facts and circumstances claimed to provide a basis for termination of the Executive’semployment under the provision so indicated, and (iii) if the Date of Termination (as definedbelow) is other than the date of receipt of such notice, specifies the termination date (which dateshall be not more than thirty days after the giving of such notice). The failure by the Executiveor the Company to set forth in the Notice of Termination any fact or circumstance which contributesto a showing of Good Reason or Cause shall not waive any right of the Executive or the Company,respectively, hereunder or preclude the Executive or the Company, respectively, from asserting suchfact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.
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          (e) Date of Termination. “Date of Termination” means (i) if the Executive’semployment is terminated by the Company for Cause, or by the Executive for Good Reason, the date ofreceipt of the Notice of Termination or any later date specified therein, as the case may be, (ii)if the Executive’s employment is terminated by the Company other than for Cause or Disability, theDate of Termination shall be the date on which the Company notifies the Executive of suchtermination, and (iii) if the Executive’s employment is terminated by reason of death orDisability, the Date of Termination shall be the date of death of the Executive or the DisabilityEffective Date, as the case may be.     6. Obligations of the Company upon Termination.          (a) Good Reason; Other Than for Cause, Death or Disability. If, during the EmploymentPeriod, the Company shall terminate the Executive’s employment other than for Cause, death orDisability or the Executive shall terminate employment for Good Reason:               (i) The Company shall pay to the Executive in a lump sum in cash within 30 days after the Dateof Termination the aggregate of the following amounts:                    [a] The sum of [i] the Executive’s Annual Base Salary through the Date of Termination to theextent not theretofore paid, [ii] the product of (x) the higher of [A] the Recent Annual Bonus and[B] the Annual Bonus paid or payable, including any bonus or portion thereof which has been earnedbut deferred (and annualized for any fiscal year consisting of less than 12 full months or duringwhich the Executive was employed for less than 12 full months), for the most recently completedfiscal year during the Employment Period, if any (such higher amount being referred to as the“Highest Annual Bonus”) and (y) a fraction, the numerator of which is the number of days in thecurrent fiscal year through the Date of Termination, and the denominator of which is 365 and [iii]any compensation previously deferred by the Executive (together with any accrued interest orearnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid(the sum of the amounts described in clauses [i], [ii] and [iii] shall be hereinafter referred toas the “Accrued Obligations”); and                    [b] The amount equal to the product of [i] three and [ii] the sum of (x) the Executive’sAnnual Base Salary and (y) the Highest Annual Bonus; and                    [c] An amount equal to the difference between [i] the actuarial equivalent of the benefit(utilizing actuarial assumptions no less favorable to the Executive than those in effect under theRetirement Plan (as defined below) immediately prior to the Effective Date, except as specifiedbelow with respect to increases in base salary and annual bonus) under the qualified definedbenefit retirement plan in which the Executive participates (the “Retirement Plan”) and any excessor supplemental retirement plan in which the Executive participates (together, the “SERP”)
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which the Executive would receive if the Executive’s employment continued for three years after theDate of Termination assuming for this purpose that all accrued benefits are fully vested, and,assuming that (x) the Executive’s base salary increased in each of the three years by the amountrequired by Section 4(b)(i) (in the case of Section 4-(b)(i)(y) based on increases (excludingpromotional increases) in base salary for the most recently completed fiscal year prior to the Dateof Termination) had the Executive remained employed, and (y) the Executive’s annual bonus(annualized for any fiscal year consisting of less than twelve full months or during which theExecutive was employed for less than twelve full months) in each of the three years bears the sameproportion to the Executive’s base salary in such year or fraction thereof as it did for the lastfull year prior to the Date of Termination, and [ii] the actuarial equivalent of the Executive’sactual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date ofTermination;               (ii) For three years after the Executive’s Date of Termination, or such longer period as maybe provided by the terms of the appropriate plan, program, practice or policy, the Company shallcontinue benefits to the Executive and/or the Executive’s family at least equal to those whichwould have been provided to them in accordance with the plans, programs, practices and policiesdescribed in Section 4(b)(iv) of this Agreement if the Executive’s employment had not beenterminated in accordance with the most favorable plans, practices, programs or policies of theCompany and its affiliated companies applicable generally to other peer executives and theirfamilies during the 120-day period immediately preceding the Effective Date or, if more favorableto the Executive, as in effect generally at any time thereafter with respect to other peerexecutives of the Company and its affiliated companies and their families, provided, however, thatif the Executive becomes reemployed with another employer and is eligible to receive medical orother welfare benefits under another employer provided plan, the medical and other welfare benefitsdescribed herein shall be secondary to those provided under such other plan during such applicableperiod of eligibility. For purposes of determining eligibility (but not the time of commencementof benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs andpolicies, the Executive shall be considered to have remained employed until two and one-half yearsafter the Date of Termination and to have retired on the last day of such period;               (iii) The Company shall, at its sole expense as incurred, provide the Executive withoutplacement services the scope and provider of which shall be selected by the Executive in hissole discretion; and               (iv) To the extent not theretofore paid or provided, the Company shall timely pay or provideto the Executive any other amounts or benefits required to be paid or provided or which theExecutive is eligible to receive under any plan, program, policy or practice or contract oragreement of the Company and its affiliated companies (such other amounts and benefits shall behereinafter referred to as the “Other Benefits”).
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          (b) Death. If the Executive’s employment is terminated by reason of the Executive’sdeath during the Employment Period, this Agreement shall terminate without further obligations tothe Executive’s legal representatives under this Agreement, other than for payment of AccruedObligations and the timely payment or provision of Other Benefits. Accrued Obligations shall bepaid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 daysof the Date of Termination. With respect to the provision of Other Benefits, the term OtherBenefits as utilized in this Section 6(b) shall include, without limitation, and the Executivesestate and/or beneficiaries shall be entitled to receive, benefits at least equal to the mostfavorable benefits provided by the Company and affiliated companies to the estates andbeneficiaries of peer executives of the Company and such affiliated companies under such plans,programs, practices and policies relating to death benefits, if any, as in effect with respect toother peer executives and their beneficiaries at any time during the 120-day period immediatelypreceding the Effective Date or, if more favorable to the Executive’s estate and/or the Executive’sbeneficiaries, as in effect on the date of the Executive’s death with respect to other peerexecutives of the Company and its affiliated companies and their beneficiaries.          (c) Disability. If the Executive’s employment is terminated by reason of theExecutive’s Disability during the Employment Period, this Agreement shall terminate without furtherobligations to the Executive, other than for payment of Accrued Obligations and the timely paymentor provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sumin cash within 30 days of the Date of Termination. With respect to the provision of OtherBenefits, the term Other Benefits as utilized in this Section 6(c) shall include, and the Executiveshall be entitled after the Disability Effective Date to receive, disability and other benefits atleast equal to the most favorable of those generally provided by the Company and its affiliatedcompanies to disabled executives and/or their families in accordance with such plans, programs,practices and policies relating to disability, if any, as in effect generally with respect to otherpeer executives and their families at any time during the 120-day period immediately preceding theEffective Date or, if more favorable to the Executive and/or the Executive’s family, as in effectat any time thereafter generally with respect to other peer executives of the Company and itsaffiliated companies and their families.          (d) Cause; Other than for Good Reason. If the Executive’s employment shall beterminated for Cause during the Employment Period, this Agreement shall terminate without furtherobligations to the Executive other than the obligation to pay to the Executive (i) his Annual BaseSalary through the Date of Termination, (ii) the amount of any compensation previously deferred bythe Executive, and (iii) Other Benefits, in each case to the extent theretofore unpaid. If theExecutive voluntarily terminates employment during the Employment Period, excluding a terminationfor Good Reason, this Agreement shall terminate without further obligations to the Executive, otherthan for Accrued Obligations and the timely payment or provision of Other Benefits. In such case,all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of theDate of Termination.
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     7. Nonexclusivity of Rights. Nothing in this Agreement shall prevent or limit theExecutive’s continuing or future participation in any plan, program, policy or practice provided bythe Company or any of its affiliated companies and for which the Executive may qualify, nor shallanything herein limit or otherwise affect such rights as the Executive may have under any contractor agreement with the Company or any of its affiliated companies. Amounts which are vestedbenefits or which the Executive is otherwise entitled to receive under any plan, policy, practiceor program of or any contract or agreement with the Company or any of its affiliated companies ator subsequent to the Date of Termination shall be payable in accordance with such plan, policy,practice or program or contract or agreement except as explicitly modified by this Agreement.     8. Full Settlement. The Company’s obligation to make the payments provided for inthis Agreement and otherwise to perform its obligations hereunder shall not be affected by anyset-off, counterclaim, recoupment, defense or other claim, right or action which the Company mayhave against the Executive or others. In no event shall the Executive be obligated to seek otheremployment or take any other action by way of mitigation of the amounts payable to the Executiveunder any of the provisions of this Agreement and such amounts shall not be reduced whether or notthe Executive obtains other employment. The Company agrees to pay as incurred, to the full extentpermitted by law, all legal fees and expenses which the Executive may reasonably incur as a resultof any contest (regardless of the outcome thereof) by the Company, the Executive or others of thevalidity or enforceability of, or liability under, any provision of this Agreement or any guaranteeof performance thereof (including as a result of any contest by the Executive about the amount ofany payment pursuant to this Agreement), plus in each case interest on any delayed payment at theapplicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986,as amended (the “Code”).     9. Certain Additional Payments by the Company.          (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall bedetermined that any payment or distribution by the Company to or for the benefit of the Executive(whether paid or payable or distributed or distributable pursuant to the terms of this Agreement orotherwise, but determined without regard to any additional payments required under this Section 9)(a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or anyinterest or penalties are incurred by the Executive with respect to such excise tax (such excisetax, together with any such interest and penalties, are hereinafter collectively referred to as the“Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-UpPayment”) in an amount such that after payment by the Executive of all taxes (including anyinterest or penalties imposed with respect to such taxes), including, without limitation, anyincome taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposedupon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to theExcise Tax imposed upon the Payments.
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          (b) Subject to the provisions of Section 9(c), all determinations required to be made underthis Section 9, including whether and when a Gross-Up Payment is required and the amount of suchGross-Up Payment and the assumptions to be utilized in arriving at such determination, shall bemade by Arthur Andersen & Co. or such other certified public accounting firm as may be designatedby the Executive (the “Accounting Firm”) which shall provide detailed supporting calculations bothto the Company and the Executive within 15 business days of the receipt of notice from theExecutive that there has been a Payment, or such earlier time as is requested by the Company. Inthe event that the Accounting Firm is serving as accountant or auditor for the individual, entityor group effecting the Change of Control, the Executive shall appoint another nationally recognizedaccounting firm to make the determinations required hereunder (which accounting firm shall then bereferred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shallbe borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 9,shall be paid by the Company to the Executive within five days of the receipt of the AccountingFirm’s determination. If the Accounting Firm determines that no Excise Tax is payable by theExecutive, it shall furnish the Executive with a written opinion that failure to report the ExciseTax on the Executive’s applicable federal income tax return would not result in the imposition of anegligence or similar penalty. Any determination by the Accounting Firm shall be binding upon theCompany and the Executive. As a result of the uncertainty in the application of Section 4999 ofthe Code at the time of the initial determination by the Accounting Firm hereunder, it is possiblethat Gross-Up Payments which will not have been made by the Company should have been made(“Underpayment”), consistent with the calculations required to be made hereunder. In the eventthat the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter isrequired to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of theUnderpayment that has occurred and any such Underpayment shall be promptly paid by the Company toor for the benefit of the Executive.          (c) The Executive shall notify the Company in writing of any claim by the Internal RevenueService that, if successful, would require the payment by the Company of the Gross-Up Payment.Such notification shall be given as soon as practicable but no later than ten business days afterthe Executive is informed in writing of such claim and shall apprise the Company of the nature ofsuch claim and the date on which such claim is requested to be paid. The Executive shall not paysuch claim prior to the expiration of the 30-day period following the date on which it gives suchnotice to the Company (or such shorter period ending on the date that any payment of taxes withrespect to such claim is due). If the Company notifies the Executive in writing prior to theexpiration of such period that it desires to contest such claim, the Executive shall:               (i) Give the Company any information reasonably requested by the Company relating to suchclaim,               (ii) Take such action in connection with contesting such claim as the Company shall reasonablyrequest in writing from time to time, including,
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without limitation, accepting legal representation with respect to such claim by an attorneyreasonably selected by the Company,               (iii) Cooperate with the Company in good faith in order effectively to contest such claim, and               (iv) Permit the Company to participate in any proceedings relating to such claim; provided,however, that the Company shall bear and pay directly all costs and expenses (including additionalinterest and penalties) incurred in connection with such contest and shall indemnify and hold theExecutive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest andpenalties with respect thereto) imposed as a result of such representation and payment of costs andexpenses. Without limitation on the foregoing provisions of this Section 9(c), the Company shallcontrol all proceedings taken in connection with such contest and, at its sole option, may pursueor forgo any and all administrative appeals, proceedings, hearings and conferences with the taxingauthority in respect of such claim and may, at its sole option, either direct the Executive to paythe tax claimed and sue for a refund or contest the claim in any permissible manner, and theExecutive agrees to prosecute such contest to a determination before any administrative tribunal,in a court of initial jurisdiction and in one or more appellate courts, as the Company shalldetermine; provided, however, that if the Company directs the Executive to pay such claim and suefor a refund, the Company shall advance the amount of such payment to the Executive, on aninterest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis,from any Excise Tax or income tax (including interest or penalties with respect thereto) imposedwith respect to such advance or with respect to any imputed income with respect to such advance;and further provided that any extension of the statute of limitations relating to payment of taxesfor the taxable year of the Executive with respect to which such contested amount is claimed to bedue is limited solely to such contested amount. Furthermore, the Company’s control of the contestshall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder andthe Executive shall be entitled to settle or contest, as the case may be, any other issue raised bythe Internal Revenue Service or any other taxing authority.          (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant toSection 9(c), the Executive becomes entitled to receive any refund with respect to such claim, theExecutive shall (subject to the Company’s complying with the requirements of Section 9(c)) promptlypay to the Company the amount of such refund (together with any interest paid or credited thereonafter taxes applicable thereto). If, after the receipt by the Executive of an amount advanced bythe Company pursuant to Section 9(c), a determination is made that the Executive shall not beentitled to any refund with respect to such claim and the Company does not notify the Executive inwriting of its intent to contest such denial of refund prior to the expiration of 30 days aftersuch determination, then such advance shall be forgiven and shall not be required to be repaid andthe amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Paymentrequired to be paid.
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     10. Confidential Information. The Executive shall hold in a fiduciary capacity forthe benefit of the Company all secret or confidential information, knowledge or data relating tothe Company or any of its affiliated companies, and their respective businesses, which shall havebeen obtained by the Executive during the Executive’s employment by the Company or any of itsaffiliated companies and which shall not be or become public knowledge (other than by acts by theExecutive or representatives of the Executive in violation of this Agreement). After terminationof the Executive’s employment with the Company, the Executive shall not, without the prior writtenconsent of the Company or as may otherwise be required by law or legal process, communicate ordivulge any such information, knowledge or data to anyone other than the Company and thosedesignated by it. In no event shall an asserted violation of the provisions of this Section 10constitute a basis for deferring or withholding any amounts otherwise payable to the Executiveunder this Agreement.     11. Successors.          (a) This Agreement is personal to the Executive and without the prior written consent of theCompany shall not be assignable by the Executive otherwise than by will or the laws of descent anddistribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’slegal representatives.          (b) This Agreement shall inure to the benefit of and be binding upon the Company and itssuccessors and assigns.          (c) The Company will require any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all of the business and/or assets of theCompany to assume expressly and agree to perform this Agreement in the same manner and to the sameextent that the Company would be required to perform it if no such succession had taken place. Asused in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successorto its business and/or assets as aforesaid which assumes and agrees to perform this Agreement byoperation of law, or otherwise.     12. Miscellaneous.          (a) This Agreement shall be governed by and construed in accordance with the laws of the Stateof Wisconsin, without reference to principles of conflict of laws. The captions of this Agreementare not part of the provisions hereof and shall have no force or effect. This Agreement may not beamended or modified otherwise than by a written agreement executed by the parties hereto or theirrespective successors and legal representatives.
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          (b) All notices and other communications hereunder shall be in writing and shall be given byhand delivery to the other party or by registered or certified mail, return receipt requested,postage prepaid, addressed as follows:If to the Executive, to his address appearing on the records of the Company.If to the Company:STRATTEC SECURITY CORPORATION