<PAGE>


                                          Exhibit 10







                             [DATE]


[NAME]
[ADDRESS]
[CITY, STATE]


              R E T E N T I O N   A G R E E M E N T


Dear [NAME]:

        Kollmorgen Corporation, a New York corporation  (the "Company"),
considers it essential to the best interests of its shareholders to take
reasonable steps to retain key management personnel.  Further, the Board
of Directors of the Company (the "Board") recognizes that the uncertainty
and questions which might arise among management in the context of a
change in control of the Company could result in the departure or
distraction of management personnel to the detriment of the Company and
its shareholders.  

        The Board has determined, therefore, that appropriate steps
should be taken to reinforce and encourage the continued attention and
dedication of members of the management of the Company and its
subsidiaries, including yourself, to their assigned duties without
distraction in the face of potentially disturbing circumstances arising
from any possible change in control of the Company.  

        In order to induce you to remain in the employ of the Company,
the Company has determined to enter into this letter agreement (this
"Agreement") which addresses the terms and conditions of your employment
in the event of a change in control of the Company.  Capitalized words
which are not otherwise defined herein shall have the meanings assigned to
such words in Section 8 of this Agreement.  

        1.   Term of Employment Under the Agreement.  The term of your
employment under this Agreement shall commence on the Change in Control
Date and shall continue until the second anniversary of the Change in
Control Date (the "Term").  

        2.   Employment During the Term.  During the Term, the following
terms and conditions shall apply to your employment with the Company:  

        (a)  Titles; Reporting and Duties.  Your position, titles,
nature and status of responsibilities and reporting obligations shall be
no less favorable to you than those that you enjoyed immediately prior to
the Change in Control Date.  

        (b)  Salary and Bonus.  Your base salary and annual bonus
opportunity may not be reduced, and your base salary shall be periodically
reviewed and increased in the manner commensurate with increases awarded
to other similarly situated executives of the Company.  

        (c)  Incentive Compensation.  You shall be eligible to
participate in each long-term incentive plan or arrangement established by
the Company for its executive employees, in accordance with the terms and
provisions of such plan or arrangement and at a level consistent with the
Company's practices applicable to you prior to the Change in Control Date. 


        (d)  Benefits.  You shall be eligible to participate in all
pension, welfare and fringe benefit plans and arrangements that the
Company provides to its executive employees in accordance with the terms
of such plans and arrangements, which shall be no less favorable to you,
in the aggregate, than the terms and provisions available to other
executive employees of the Company.  

        (e)  Location.  You will continue to be employed at the business
location at which you were employed prior to the Change in Control Date
and the amount of time that you are required to travel for business
purposes will not be increased in any significant respect from the amount
of business travel required of you prior to the Change in Control Date.  

        3.   Involuntary Termination During the Term.  

        (a)  Severance Payment.  In the event of your Involuntary
Termination during the Term, the Company shall pay you within 5 days of
the date of such Involuntary Termination the full amount of any earned but
unpaid base salary through the Date of Termination at the rate in effect
at the time of the Notice of Termination, plus a cash payment (calculated
on the basis of your Reference Salary) for all unused vacation time which
you may have accrued as of the Date of Termination.  The Company shall
also pay you within 5 days of the Date of Termination a pro rata portion
of the annual bonus for the year in which your Involuntary Termination
occurs, calculated on the basis of your target bonus for that year and on
the assumption that all performance targets have been or will be achieved. 
In addition, the Company shall pay you in a cash lump sum, within 8 days
following the date of your execution of the release described in the last
sentence of this Section 3(a) (or on the Date of Termination, if later),
an amount (the "Severance Payment") equal to two and one half times the
sum of your Reference Salary and your Reference Bonus.  The Severance
Payment shall be in lieu of any other severance payments which you are
entitled to receive under any other severance pay plan or arrangement
sponsored by the Company and its subsidiaries.  Your right to the
Severance Payment shall be conditioned upon your execution of a release in
favor of the Company in substantially the form attached hereto as Exhibit
A.  

        (b)  Benefit Payment.  In the event of your Involuntary
Termination during the Term, you and your eligible dependents shall
continue to be eligible to participate during the Benefit Continuation
Period (as hereinafter defined) in the medical, dental, health, life and
other fringe benefit plans and arrangements applicable to you immediately
prior to your Involuntary Termination on the same terms and conditions in
effect for you and your dependents immediately prior to such Involuntary
Termination.  For purposes of the previous sentence, "Benefit Continuation
Period" means the period beginning on the Date of Termination and ending
on the earlier to occur of (i) the date 30 months following the Date of
Termination and (ii) the date that you and your dependents are eligible
and elect coverage under the plans of a subsequent employer which provide
substantially equivalent or greater benefits to you and your dependents.  

        (c)  Date and Notice of Termination.  Any termination of your
employment by the Company or by you during the Term shall be communicated
by a notice of termination to the other party hereto (the "Notice of
Termination").  The Notice of Termination shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis
for termination of your employment under the provision so indicated.  The
date of your termination of employment with the Company and its
subsidiaries (the "Date of Termination") shall be determined as follows: 
(i) if your employment is terminated for Disability, thirty (30) days
after a Notice of Termination is given (provided that you shall not have
returned to the full-time performance of your duties during such thirty
(30) day period),  (ii) if your employment is terminated by the Company in
an Involuntary Termination, five (5) days after the date the Notice of
Termination is received by you and (iii) if your employment is terminated
by the Company for Cause, the later of the date specified in the Notice of
Termination or ten (10) days following the date such notice is received by
you.  If the basis for your Involuntary Termination is your resignation
for Good Reason, the Date of Termination shall be ten (10) days after the
date your Notice of Termination is received by the Company.   The Date of
Termination for a resignation of employment other than for Good Reason
shall be the date set forth in the applicable notice, which shall be no
earlier than ten (10) days after the date such notice is received by the
Company.  

        (d)  No Mitigation or Offset.  You shall not be required to
mitigate the amount of any payment provided for in this Agreement by
seeking other employment or otherwise, nor shall the amount of any payment
or benefit provided for in this Agreement be reduced by any compensation
earned by you as the result of employment by another employer or by
pension benefits paid by the Company or another employer after the Date of
Termination or otherwise except as specifically provided in clause (ii) of
the last sentence of  Section 3(b).  

        4.   Limitation on Payments

        (a)  Basic Rule.  In the event that any payment would, but for
this Section 4(a), be subject to this excise tax imposed by Section 4999
of the Code or any similar or successor provision to Section 4999 (the
"Excise Tax"), then, subject to the provisions of Section 4(b) hereof,
such Payments being shall be reduced to the largest amount which would
result in no portion of the Payments being subject to the Excise Tax.  The
determination of any required reduction pursuant to this Section 4(a)
(including the determination as to which specific Payments shall be
reduced) shall be made initially by you in consultation with the Company. 
If you and the Company shall disagree upon the amount of such reduction,
then the Company shall, at its expense, promptly call upon the Accounting
Firm to make such determination, and such determination shall be
conclusive and binding upon you and the Company or any related corporation
for all purposes.  The Company and its related corporations waive all
claims and rights against you with respect to such determination except as
specifically set forth in the next sentence.  If the Internal Revenue
Service (the "IRS") determines that Payments are subject to the Excise
Tax, then the Company or any related corporation, as their exclusive
remedy, shall seek to enforce the provisions of Section 4(b) hereof.  Such
enforcement of Section 4(b) hereof shall be the only remedy against you,
under any and all applicable state and federal laws or otherwise, for the
failure to reduce the Payments so that no portion thereof is subject to
the Excise Tax.  The Company or related corporation shall reduce Payments
in accordance with Section 4(a) only upon written notice to you indicating
the amount of such reduction, if any, and your agreement to the amount of
such reduction (subject, in the event of disagreement, to a determination
by the Accounting Firm on the basis provided above).  

        (b)  Remedy.  If, notwithstanding the reduction described in
Section 4(a) hereof, the IRS determines that you are liable for the Excise
Tax as a result of the receipt of Payments, then you shall, subject to the
provisions of this Agreement, be obligated to pay to the Company (the
"Repayment Obligation") an amount of money equal to the "Repayment
Amount."  The Repayment Amount with respect to Payments shall be the
smallest such amount, if any, as shall be required to be paid to the
Company so that your net proceeds with respect to Payments (after taking
into account the payment of the Excise Tax imposed on Payments) shall be
maximized.  Notwithstanding the foregoing, if the Excise Tax is not
eliminated through the performance of the Repayment Obligation, you shall
pay the Excise Tax.  The Repayment Obligation shall be performed within 30
days of either (i) your entering into a binding agreement with the IRS as
to the amount of your Excise Tax liability or (ii) a final determination
by the IRS or a court decision requiring  you to pay the Excise Tax with
respect to Payments from which no appeal is available or is timely taken.  

        5.   Other Provisions.  

        (a)  Vesting and Exercise.  Notwithstanding the terms of the
Equity Plan, and of any agreement thereunder, Equity Awards granted to you
under the Equity Plan shall vest and become exercisable in the event of
your Involuntary Termination on or following the Change in Control Date.  

        (b)  General.  Anything in this Agreement to the contrary
notwithstanding, in no event shall the vesting and exercisability
provisions applicable to you under the terms of your Equity Awards be less
favorable to you then the terms and provisions of such awards in effect on
the date hereof.  

        6.   Legal Fees and Expenses.  The Company shall pay or
reimburse you on an after-tax basis for all costs and expenses (including,
without limitation, court costs and reasonable legal fees and expenses
which reflect common practice with respect to the matters involved)
incurred by you as a result of any claim, action or proceeding (i) arising
out of your termination of employment during the Term, (ii) contesting,
disputing or enforcing any right, benefits or obligations under this
Agreement or (iii) arising out of or challenging the validity,
advisability or enforceability of this Agreement or any provision thereof. 

        7.   Successors; Binding Agreement.

        (a)  Assumption by Successor. The Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation
or otherwise) to all or substantially all of the business or assets of the
Company expressly to assume and to 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; provided, however, that
no such assumption shall relieve the Company of its obligations hereunder. 
As used in this Agreement, the "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.  

        (b)  Enforceability; Beneficiaries.  This Agreement shall be
binding upon and inure to the benefit of you (and your personal
representatives and heirs) and the Company and any organization which
succeeds to substantially all of the business or assets of the Company,
whether by means of merger, consolidation, acquisition of all or
substantially all of the assets of the Company or otherwise, including,
without limitation, as a result of a Change in Control or by operation of
law.  This Agreement shall inure to the benefit of and be enforceable by
your personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.  If you should die
while any amount would still be payable to you hereunder if you had
continued to live, all such amounts, unless otherwise provided herein,
shall be paid in accordance with the terms of this Agreement to your
devisee, legatee or other designee or, if there is no such designee, to
your estate.  

        8.   Definitions.  For purposes of this Agreement, the following
capitalized words shall have the meanings set forth below:

        "Accounting Firm" shall mean Coopers & Lybrand L.L.P. or, if
such firm is unable or unwilling to perform such calculations, such other
national accounting firm as shall be designated by agreement between you
and the Company.  To the extent reasonably practicable, one such
accounting firm shall be designated to perform the calculations in respect
of the Combined Arrangements.  

        "Cause" shall mean a termination of your employment during the
Term which is a result of (i) your felony conviction, (ii) your willful
disclosure of material trade secrets or other material confidential
information related to the business of the Company and its subsidiaries or
(iii) your willful and continued failure substantially to perform your
duties with the Company (other than any such failure resulting from your
incapacity due to physical or mental illness or any such actual or
anticipated failure resulting from a resignation by you for Good Reason)
after a written demand for substantial performance is delivered to you by
the Board, which demand specifically identifies the manner in which the
Board believes that you have not substantially performed your duties, and
which performance is not substantially corrected by you within 10 days of
receipt of such demand.   For purposes of the previous sentence, no act or
failure to act on your part shall be deemed "willful" unless done, or
omitted to be done, by you not in good faith and without reasonable belief
that your action or omission was in the best interest of the Company. 
Notwithstanding the foregoing, you shall not be deemed to have been
terminated for Cause unless and until there shall have been delivered to
you a copy of a resolution duly adopted by the affirmative vote of not
less than three-fourths (3/4ths) of the entire membership of the Board at
a meeting of the Board called and held for such purpose (after reasonable
notice to you and an opportunity for you, together with your counsel, to
be heard before the Board), finding that in the good faith opinion of the
Board you were guilty of conduct set forth above in clause (i), (ii) or
(iii) of the first sentence of this section and specifying the particulars
thereof in detail.  

         "Change in Control" shall mean a change in control of the
Company of a nature that would be required to be reported in response to
Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange
Act, whether or not the Company is then subject to such reporting
requirement; provided, however, that, anything in this Agreement to the
contrary notwithstanding, a Change in Control shall be deemed to have
occurred if:  

        (i)  any individual, partnership, firm, corporation,
    association, trust, unincorporated organization or other entity or
    person, or any syndicate or group deemed to be a person under Section
    14(d)(2) of the Exchange Act, is or becomes the "beneficial owner"
    (as defined in Rule 13d-3 of the General Rules and Regulations under
    the Exchange Act), directly or indirectly, of securities of the
    Company representing 30% or more of the combined voting power of the
    Company's then outstanding securities entitled to vote in the
    election of directors of the Company;  

        (ii)  during any period of two (2) consecutive years (not
    including any period prior to the execution of this Agreement)
    individuals who at the beginning of such period constituted the Board
    and any new directors, whose election by the Board or nomination for
    election by the Company's shareholders was approved by a vote of at
    least three-fourths (3/4ths) 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 (the
    "Incumbent Directors"), cease for any reason to constitute a majority
    thereof; 

        (iii)  there occurs a reorganization, merger, consolidation or
    other corporate transaction involving the Company (a "Transaction"),
    in each case, with respect to which the shareholders of the Company
    immediately prior to such Transaction do not, immediately after the
    Transaction, own more than 50 percent of the combined voting power of
    the Company or other corporation resulting from such Transaction; 

        (iv)  all or substantially all of the assets of the Company are
    sold, liquidated or distributed; or 

        (v)  there is a "change in control" of the Company within the
    meaning of Section 280G of the Code and the Regulations.  

        "Change in Control Date" shall mean the earliest of (i) the date
on which the Change in Control occurs, (ii) the date on which the Company
executes an agreement, the consummation of which would result in the
occurrence of a Change in Control, (iii) the date the Board approves a
transaction or series of transactions, the consummation of which would
result in a Change in Control and (iv) the date the Company fails to
satisfy its obligations to have this agreement assumed by any successor to
the Company in accordance with Section 7(a) of this Agreement.  If the
Change in Control Date occurs as a result of an agreement described in
clause (ii) of the previous sentence or as a result of the approval of the
Board described in clause (iii) of the previous sentence and the Change in
Control to which such agreement or approval relates (the "Contemplated
Change in Control") subsequently does not occur, then the Term shall
expire on the sixtieth day (the "Reset Date") following the date the Board
certifies by resolution duly adopted by three-fourths (3/4ths) of the
Incumbent Directors then in office that the Contemplated Change in Control
is not reasonably likely to occur; provided, however, that this sentence
shall not apply if (A) an Involuntary Termination of your employment with
the Company has occurred on and after the Change in Control Date and on or
prior to the Reset Date or (B) the Contemplated Change in Control
subsequently occurs within three months of the Reset Date.  Following the
Reset Date, the provisions of this Agreement shall remain in effect and a
new Term shall commence upon the occurrence of a subsequent Change in
Control Date. Notwithstanding the first sentence of this section, if your
employment with the Company terminates prior to the Change in Control Date
and it is reasonably demonstrated that your termination of employment (i)
was at the request of the third party who has taken steps reasonably
calculated to effect the Change in Control or (ii) otherwise arose in
connection with or in anticipation of the Change in Control, then Change
in Control Date shall mean the date immediately prior to the date of your
termination of employment.  

        "Code" shall mean the Internal Revenue Code of 1986, as amended,
and any successor provisions thereto.  

        "Common Stock" shall mean the common stock of the Company.  

        "Disability" shall mean (i) your incapacity due to physical or
mental illness which causes you to be absent from the full-time
performance of your duties with the Company for six (6) consecutive
months, and (ii) your failure to return to full-time performance of your
duties for the Company within thirty (30) days after written Notice of
Termination due to Disability is given to you.  Any question as to the
existence of your Disability upon which you and the Company cannot agree
shall be determined by a qualified independent physician selected by you
(or, if you are unable to make such selection, such selection shall be
made by any adult member of your immediate family), and approved by the
Company.  The determination of such physician made in writing to the
Company and to you shall be final and conclusive for all purposes of this
Agreement.  

        "Equity Awards" shall mean options, restricted stock, bonus
stock or other grants or awards which consist of, or relate to, equity
securities of the Company and which have been granted to you under the
Equity Plan.  For purposes of this Agreement, Equity Awards shall also
include any securities acquired upon the exercise of an option, warrant or
similar right that constitutes an Equity Award.  

        "Equity Plan" shall mean the Kollmorgen Corporation 1991 Long
Term Incentive Plan, as amended.  

        "Exchange Act"  shall mean the Securities Exchange Act of 1934,
as amended, and any successor provisions thereto.  

        "Good Reason" shall mean a resignation of your employment during
the Term as a result of any of the following:  

        (i)  A meaningful and detrimental alteration in your position,
    your titles, or the nature or status of your responsibilities
    (including your reporting responsibilities) from those in effect
    immediately prior to the Change in Control Date; 

        (ii)  A reduction by the Company in your annual base salary as
    in effect immediately prior to the Change in Control Date or as the
    same may be increased from time to time thereafter; a failure by the
    Company to increase your salary at a rate commensurate with that of
    other key executives of the Company; or a reduction in your target
    annual bonus (expressed as a percentage of base salary) below the
    target in effect for you prior to the Change in Control Date; 

        (iii)  The relocation of the office of the Company where you are
    employed immediately prior to the Change in Control Date (the "CIC
    Location") to a location which is more than fifty (50) miles away
    from the CIC Location or the Company's requiring you to be based more
    than fifty (50) miles away from the CIC Location (except for required
    travel on the Company's business to an extent substantially
    consistent with your customary business travel obligations in the
    ordinary course of business prior to the Change in Control Date); 

        (iv)  The failure by the Company to continue in effect any
    compensation plan in which you participated prior to the Change in
    Control Date or made available to you after the Change in Control
    Date, unless an equitable arrangement (embodied in an ongoing
    substitute or alternative plan) has been made with respect to such
    plan in connection with the Change in Control, or the failure by the
    Company to continue your participation therein on at least as
    favorable a basis, both in terms of the amount of benefits provided
    and the level of your participation relative to other participants,
    as existed on the Change in Control Date; 

        (v)  The failure by the Company to continue to provide you with
    benefits at least as favorable in the aggregate to those enjoyed by
    you under the Company's pension, savings, life insurance, medical,
    health and accident, disability, and fringe benefit plans and
    programs in which you were participating immediately prior to the
    Change in Control Date; or the failure by the Company to provide you
    with the number of paid vacation days to which you are entitled on
    the basis of years of service with the Company in accordance with the
    Company's normal vacation policy in effect immediately prior to the
    Change in Control; 

        (vi)  The failure of the Company to obtain an agreement
    reasonably satisfactory to you from any successor to assume and agree
    to perform this Agreement, as contemplated in Section 7(a) hereof or,
    if the business of the Company for which your services are
    principally performed is sold at any time after a Change in Control,
    the failure of the Company to obtain such an agreement from the
    purchaser of such business; 

        (vii)  Any termination of your employment which is not effected
    pursuant to the terms of this Agreement; or 

        (viii)  A material breach by the Company of the provisions of
    this Agreement; 

provided, however, that an event described above in clause (i), (ii),
(iv), (v) or (viii) shall not constitute Good Reason unless it is
communicated by you to the Company in writing and is not corrected by the
Company in a manner which is reasonably satisfactory to you (including
full retroactive correction with respect to any monetary matter) within 10
days of the Company's receipt of such written notice from you.  

        "Involuntary Termination" shall mean (i) your termination of
employment by the Company and its subsidiaries during the Term other than
for Cause or Disability or (ii) your resignation of employment with the
Company and its subsidiaries during the Term for Good Reason. 

        "Payment" means (i) any amount due or paid to you under this
Agreement, (ii) any amount that is due or paid to you under any plan,
program or arrangement of the Company and its subsidiaries (including,
without limitation, the Equity Plans), and (iii) any amount or benefit
that is due or payable to you under this Agreement or under any plan,
program or arrangement of the Company and its subsidiaries not otherwise
covered under clause (i) or (ii) hereof which must reasonably be taken
into account under Section 280G of the Code and the Regulations in
determining the amount of the "parachute payments" received by you,
including, without limitation, any amounts which must be taken into
account under the Code and Regulations as a result of (A) the acceleration
of the vesting of any option, restricted stock or other equity award
granted under the Equity Plans or otherwise, (B) the acceleration of the
time at which any payment or benefit is receivable by you or (C) any
contingent severance or other amounts that are payable to you.  

        "Reference Bonus" shall mean the average of the two most recent
annual bonuses paid to you prior to your Involuntary Termination
(disregarding any bonus in an amount that results in a breach of this
Agreement).  

        "Reference Salary" shall mean the annual rate of your base
salary from the Company and its subsidiaries in effect immediately prior
to the date of your Involuntary Termination (disregarding any reduction of
such base salary in breach of this Agreement).  

        "Regulations" shall mean the proposed, temporary and final
regulations under Section 280G of the Code or any successor provision
thereto.  

        "Taxes" shall mean the federal, state and local income taxes to
which you are subject at the time of determination, calculated on the
basis of the highest marginal rates then in effect, plus any additional
payroll or withholding taxes to which you are then subject. 

        "Transaction Date" shall mean the date described in clause (i)
of the definition of Change in Control Date.  

        9.   Notice.  For the purpose of this Agreement, notices and all
other communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given when delivered or mailed by
United States registered mail, return receipt requested, postage prepaid,
addressed to the Board of Directors, Kollmorgen Corporation, [Address],
with a copy to the General Counsel of the Company, or to you at the
address set forth on the first page of this Agreement or to such other
address as either party may have furnished to the other in writing in
accordance herewith, except that notice of change of address shall be
effective only upon receipt.  

        10.  Miscellaneous.  

        (a)  Amendments, Waivers, Etc.   No provision of this Agreement
may be modified, waived or discharged unless such waiver, modification or
discharge is agreed to in writing.  No waiver by either party hereto at
any time of any breach by the other party hereto of, or compliance with,
any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.  No agreements
or representations, oral or otherwise, express or implied, with respect to
the subject matter hereof have been made by either party which are not
expressly set forth in this Agreement and this Agreement shall supersede
all prior agreements, negotiations, correspondence, undertakings and
communications of the parties, oral or written, with respect to the
subject matter hereof; provided, however, that, except as expressly set
forth herein, this Agreement shall not supersede the terms of Equity
Awards previously granted to you.  

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

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

        (d)  No Contract of Employment.  Nothing in this Agreement shall
be construed as giving you any right to be retained in the employ of the
Company or shall affect the terms and conditions of your employment with
the Company prior to the commencement of the Term hereof.  

        (e)  Withholding.  Amounts paid to you hereunder shall be
subject to all applicable federal, state and local withholding taxes.  

        (f)  Source of Payments.  All payments provided under this
Agreement, other than payments made pursuant to a plan which provides
otherwise, shall be paid in cash from the general funds of the Company,
and no special or separate fund shall be established, and no other
segregation of assets made, to assure payment.  You will have no right,
title or interest whatsoever in or to any investments which the Company
may make to aid it in meeting its obligations hereunder.  To the extent
that any person acquires a right to receive payments from the Company
hereunder, such right shall be no greater than the right of an unsecured
creditor of the Company.  

        (g)  Headings.  The headings contained in this Agreement are
intended solely for convenience of reference and shall not affect the
rights of the parties to this Agreement.  

        (h)  Governing Law.  The validity, interpretation, construction,
and performance of this Agreement shall be governed by the laws of the
State of New York applicable to contracts entered into and performed in
such State.  

<PAGE>
                    *       *      *       *

        If this letter sets forth our agreement on the subject matter
hereof, kindly sign and return to the Company the enclosed copy of this
letter which will then constitute our agreement on this subject.  

                             Sincerely,

                             KOLLMORGEN CORPORATION



                             By______________________
                                  Vice President



Agreed to as of this     day 
of               , 1997.

____________________________


<PAGE>

                                                  EXHIBIT A
                             RELEASE

    1.  I have signed a Retention Agreement with Kollmorgen Corporation
(the "Company"), dated                , 1997 (the "Agreement"), wherein I
agreed to the terms applicable to certain terminations of employment with
the Company.  Pursuant to the terms of the Agreement, I am entitled to
certain severance payments and benefits, described in the Agreement,
provided that I sign this Release.  

    2.  In consideration of the severance payments described in the
Agreement, I, on behalf of myself, my heirs, agents, representatives,
predecessors, successors and assigns, hereby irrevocably release, acquit
and forever discharge the Company and each of its respective agents,
employees, representatives, parents, subsidiaries, divisions, affiliates,
officers, directors, shareholders, investors, employees, attorneys,
transferors, transferees, predecessors, successors and assigns, jointly
and severally of and from any and all debts, suits, claims, actions,
causes of action, controversies, demands, rights, damages, losses,
expenses, costs, attorneys' fees, compensation, liabilities and
obligations whatsoever, suspected or unsuspected, known or unknown,
foreseen or unforeseen, arising at any time up to and including the date
of this Release, save and except for the parties' obligations and rights
under the Agreement.  In recognition of the consideration set forth in the
Agreement, I hereby release and forever discharge the Company from any and
all claims, actions and causes of action, I have or may have as of the
date of this Release arising under any state or federal civil rights or
human rights law, or under the Federal Age Discrimination in Employment
Act of 1967, as amended, and the applicable rules and regulations
promulgated thereunder ("ADEA").  By signing this Release, I hereby
acknowledge and confirm the following:  (a) I was advised in writing by
the Company in connection with my termination to consult with an attorney
of my choice prior to signing this Agreement, including, without
limitation, the terms relating to my release of claims arising under ADEA
and any other law, rule or regulation referred to above; (b) I was given a
period of not fewer than 21 days to consider the terms of this Agreement
and to consult with an attorney of my choosing with respect hereto; and
(c) I am providing the release and discharge set forth in this paragraph
only in exchange for consideration in addition to anything of value to
which I was already entitled.  

    3.  The Agreement and this Release may be revoked by me within the 7-
day period commencing on the date I sign this Release (the "Revocation
Period").  In the event of any such revocation, all obligations of the
Company under the Agreement will terminate and be of no further force and
effect as of the date of such revocation and both the Company and I will
have and be entitled to exercise all rights that would have existed had
the Agreement and Release not been entered into.  No such revocation will
be effective unless it is in writing and signed by me and received by the
Company prior to the expiration of the Revocation Period.  

__________________________            __________
NAME                                    Date

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WITNESS                            Date