**EmploymentAgreement for Nancy E. Cooper**

 

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**IMSHEALTH INCORPORATED**

 

**EmploymentAgreement 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 |

 

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| 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

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|         | (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 |

 

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**IMS HEALTH INCORPORATED**

** **

**EmploymentAgreement 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 ofFebruary 11, 2003 (the “Effective Date”).

 

WITNESSETH:

 

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

 

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

 

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

 

# **1.**                                       Employment.

# ** **

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

 

# **2.**                                       Term.

# ** **

The term of employment of Executive under thisAgreement (the “Term”) shall be the period commencing on the Effective Date andending on December 31, 2004 and any period of extension thereof inaccordance with this Section 2, except that the Term will end at a date, priorto the end of such period or extension thereof, specified in Section 6 or 7 inthe event of termination of Executive’s employment. The Term, if not previouslyended, shall be extended automatically without further action by either partyby one additional year (added to the end of the Term) first onDecember 31, 2004 (extending the Term to December 31, 2005) and oneach succeeding December 31 thereafter, unless either party shall haveserved written notice in accordance with Section 12(d) upon the other party onor before the June 30 preceding a December 31 extension date electingnot to extend the Term further as of that December 31 extension date, inwhich case employment shall terminate on that December 31 and the Termshall end at that date, subject to earlier termination of employment andearlier termination of the Term in accordance with Section 6 or 7. Theforegoing notwithstanding, in the event there occurs a Potential Change inControl during the period of 180 days prior to the December 31 on which 

 

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

 

# **3.**                                       Offices and Duties.

 

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

 

## (a)                                  Generally. Executive shall serve as the Senior Vice President and Chief FinancialOfficer of the Company. Executive shall have and perform such duties,responsibilities, and authorities as are customary for the Senior Vice Presidentand 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, andauthorities as may be from time to time assigned by the Chief Executive Officerbased on his assessment of the business needs of the Company, and the Companyreserves the right to change or modify these assignments and any positions andtitles associated therewith. Executive shall devote her full business time andattention, and her best efforts, abilities, experience, and talent, to thepositions of Senior Vice President and Chief Financial Officer and otherassignments hereunder, and for the business of the Company, without commitmentto other business endeavors, except that Executive (i) may make personalinvestments which are not in conflict with her duties to the Company and managepersonal and family financial and legal affairs, (ii) may undertake publicspeaking engagements, and (iii) may serve as a director of (or similar positionwith) any other business or an educational, charitable, community, civic,religious, or similar type of organization with the approval of the ChiefExecutive Officer, so long as such activities (i.e., those listed in clauses(i) through (iii)) do not preclude or render unlawful Executive’s employment orservice to the Company or otherwise materially inhibit the performance ofExecutive’s duties under this Agreement or materially impair the business ofthe Company or its subsidiaries.

##  

## (b)                                 Place of Employment.  Executive’s principal place of employmentshall be at the Corporate Offices of the Company which shall be in FairfieldCounty, Connecticut.

##  

# **4.**                                       Salary and Annual IncentiveCompensation.

# ** **

As partial compensation for the services to berendered hereunder by Executive, the Company agrees to pay to Executive duringthe 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 annualrate of which shall be $350,000 on April 1, 2003, payable in cash insubstantially equal semi-monthly installments commencing at the beginning ofthe Term, and otherwise in accordance with the Company’s usual payrollpractices with respect to senior executives (except to the extent deferredunder Section 5(d)). Executive’s annual base salary shall be reviewed by theCompensation 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 

 

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

##  

## (b)                                 Annual Incentive Compensation.  The Company will pay to Executive during theTerm annual incentive compensation which shall offer to Executive anopportunity to earn additional compensation based upon performance in amountsdetermined by the Committee in accordance with the applicable plan andconsistent with past practices of the Company; provided, however, that as ofApril 1, 2003, the annual incentive opportunity with respect to eachfiscal 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 triggeringpayments of such annual target incentive compensation for each year to beestablished and communicated to Executive during the first quarter of such yearby the Committee. In addition, the Committee (or the Board) may determine, inits discretion, to increase the Executive’s annual target incentive opportunityor provide an additional annual incentive opportunity, in excess of the annualtarget incentive opportunity, payable for performance in excess of or inaddition to the performance required for payment of the annual target incentiveamount. Any annual incentive compensation payable to Executive shall be paid inaccordance with the Company’s usual practices with respect to payment ofincentive compensation to senior executives (except to the extent deferredunder Section 5(d)).

##  

# **5.**                                       Long-Term Compensation, IncludingStock Options, Benefits, Deferred Compensation, and Expense Reimbursement.

# ** **

## (a)                                  Executive Compensation Plans.  Executive shall be entitled during the Termto participate, without discrimination or duplication, in executivecompensation plans and programs intended for general participation by seniorexecutives of the Company, as presently in effect or as they may be modified oradded to by the Company from time to time, subject to the eligibility and otherrequirements of such plans and programs, including without limitation any stockoption plans, plans under which restricted stock/restricted stock units,performance-based restricted stock/restricted stock units (“PERS”) orperformance-accelerated restricted stock/restricted stock units (“PARS”) may beawarded, other annual and long-term cash and/or equity incentive plans, anddeferred compensation plans; provided, however, that Executive’s participationin such plans and programs, in the aggregate, shall provide her withcompensation and incentive award opportunities substantially no less favorablethan those provided by the Company to Executive under such plans and programs asin effect on the Effective Date. The Company makes no commitment under thisSection 5(a) to provide participation opportunities to Executive in allplans and programs or at levels equal to (or otherwise comparable to) theparticipation opportunity of any other executive.

##  

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

 

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

##  

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

 

### (i)                                     Executivewill participate as Senior Vice President and Chief Financial Officer in allexecutive and employee vacation and time-off programs;

###  

### (ii)                                  TheCompany will provide Executive with coverage as Senior Vice President and ChiefFinancial Officer with respect to long-term disability insurance and benefitssubstantially no less favorable (including any required contributions byExecutive) than such insurance and benefits in effect on the Effective Date;

###  

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

###  

### (iv)                              Executivewill be entitled to benefits under the IMS Health Incorporated ExecutivePension Plan (“EXPP”), with the effective date of Executive’s participationtherein to be February 11, 2003. Anything to the contrary in the EXPPnotwithstanding, including without limitation Section 1.32(e) thereof(providing phased-in credit for pre-participation service), Executive’s serviceprior to February 11, 2003 (the Prior Service) shall initially not betaken into account for purposes of determining the amount of Executive’sRetirement Benefit pursuant to Section 3.1(b)(i) of the EXPP or Executive’sDeferred Vested Benefit pursuant to Section 3.2(b)(i) of the EXPP, but for suchpurposes shall be credited at the rate of one month of Prior Service for eachmonth of Service completed by Executive under the EXPP after February 11,2003 until such Prior Service shall have been fully credited. Capitalized termsused herein and not otherwise defined shall have the meaning ascribed to themin the EXPP.

###  

## (c)                                  Acceleration of Awards Upon aChange in Control.  Inthe event of a Change in Control (as defined in Section 8(b)), alloutstanding stock options, restricted stock, and other equity-based awards thenheld by Executive shall become vested and exercisable.

 

4

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

##  

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

##  

## (f)                                    Reimbursement of Expenses.  The Company will promptly reimburseExecutive for all reasonable business expenses and disbursements incurred byExecutive in the performance of Executive’s duties during the Term inaccordance with the Company’s reimbursement policies as in effect from time totime.

##  

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

# ** **

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

##  

### (i)                                     Executive’sCompensation Accrued at Termination (as defined in Section 8(c));

###  

### (ii)                                  Inlieu of any annual incentive compensation under Section 4(b) for the year inwhich Executive’s employment terminated, an amount equal to the portion ofannual incentive compensation that would have become payable in cash toExecutive (i.e., excluding the portion payable in PERS or in other non-cashawards) for that year if her employment had not terminated, based onperformance actually achieved in that year (determined by the Committeefollowing completion of the performance year), multiplied by a fraction thenumerator of which is the number of days Executive was employed in the year of 

 

5

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

###  

### (iii)                               Thevesting and exercisability of stock options held by Executive at terminationand all other terms of such options shall be governed by the plans and programsand the agreements and other documents pursuant to which such options weregranted (subject to Section 10(f) hereof); and

###  

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

###  

### (v)                                 IfExecutive shall not be eligible upon Retirement for retiree coverage under theCompany’s Health Plan (the “Health Plan”) and Executive elects in accordancewith the applicable provisions of the Consolidated Omnibus BudgetReconciliation Act of 1986, as amended (“COBRA”) continued coverage under theHealth Plan in accordance with the applicable provisions of COBRA, the Companyshall pay to Executive on a monthly basis during such COBRA continuation periodan amount equal on an after-tax basis to the total cost of such coverage. Priorto the expiration of the maximum COBRA continuation period available toExecutive, provided that Executive theretofore shall have complied with theconditions set forth in Section 10, the Company shall make a good faith effortto obtain insured coverage for Executive (and her spouse and eligibledependents, if any, for whom coverage had been provided during the COBRAcontinuation period) that is substantially comparable to such COBRAcontinuation coverage, which insured coverage shall begin on the date ofexpiration of Executive’s COBRA continuation period and continue until theearliest of:  (1) Executive’seligibility for medical coverage under the Company’s Health Plan, as a retireeor active employee, (2) Executive’s eligibility for medical coverage under aplan maintained by a subsequent employer or other entity to which Executiveprovides services, (3) Executive’s eligibility for Medicare, or (4) Executive’sattainment of age 65. In the event that the Company determines, in its solediscretion, that it is unable to obtain such insured coverage for Executive(and her spouse and eligible dependents, if any, for whom coverage had beenprovided during the COBRA continuation period) or in the event that Executivedetermines, in her sole discretion, that any such insured coverage offered bythe Company is not substantially comparable to such COBRA continuationcoverage, the Company shall pay to Executive, provided that Executive shall nothave 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 employeror other entity to which Executive provides services, or (3) Medicare and,provided further, that Executive theretofore shall have complied with theconditions set 

 

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### forth in Section 10, alump sum amount equal on an after-tax basis to the present value of the totalcost of retiree medical coverage under the Health Plan that would have beenincurred by both Executive and the Company on behalf of Executive (and herspouse and eligible dependents, if any, for whom coverage had been providedduring the COBRA continuation period) if Executive (and such spouse anddependents, if any) had been eligible for such retiree medical coverage fromthe end of Executive’s COBRA continuation period until Executive’s attainmentof age 65, calculated on the assumption that the cost of such coverage wouldremain unchanged from that in effect for the year in which such lump sum ispaid. Such lump sum amount shall be calculated by the actuary for the HealthPlan and paid in cash as soon as administratively practicable following theexpiration of Executive’s COBRA continuation period and shall not be subject toreduction or forfeiture by reason of any coverage for which Executive maythereafter become eligible by reason of subsequent employment or otherwise. Forpurposes of this Section 6(a)(v), present value shall be calculated on thebasis of the discount rate set forth in the EXPP for the determination of lumpsum payments.

###  

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

##  

### (i)                                     Executive’sCompensation Accrued at Termination;

###  

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

###  

### (iii)                               Thevesting and exercisability of stock options held by Executive at death and allother terms of such options shall be governed by the plans and programs and theagreements and other documents pursuant to which such options were granted;

###  

### (iv)                              Allrestricted stock and deferred stock awards, including outstanding PERS awards,all other long-term incentive awards, and all deferral arrangements underSection 5(d), shall be governed by the plans and programs under which theawards were granted or governing the deferral, and all rights under the EXPPand any other benefit plan shall be governed by such plan subject to, in thecase of the EXPP, Section 5(b)(iv) of this Agreement , pursuant to which PriorService that was credited under the EXPP as of Executive’s death shall be fullyreflected and

 

7

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### provided additionallythat the surviving spouse benefit under the EXPP shall be in an amount equal to50% of the benefit that would have been payable under Section 3.1 or 3.2 of theEXPP upon Executive’s attainment of age 65 without actuarial reduction or anyother discount except as provided in Section 5.5 of the EXPP with respect toreductions on account of a surviving spouse who is more than ten years youngerthan Executive, and payments to Executive’s surviving spouse shall commence onthe later of the date of Executive’s death or the date on which Executive wouldhave attained age 55; and

###  

### (v)                                 IfExecutive’s surviving spouse (and eligible dependents, if any) elects continuedcoverage under the Company’s Health Plan in accordance with the applicableprovisions of COBRA, the Company shall pay to Executive’s surviving spouse on amonthly basis during such COBRA continuation period an amount equal on anafter-tax basis to the total cost of such coverage. No further benefits shallbe paid under this Section 6(b)(v) after the expiration of the maximum COBRAcontinuation period available to Executive’s surviving spouse and eligibledependents, if any.

###  

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

##  

### (i)                                     Executive’sCompensation Accrued at Termination;

###  

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

###  

### (iii)                               Stockoptions held by Executive at termination shall be governed by the plans andprograms and the agreements and other documents pursuant to which such optionswere granted;

 

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

 

8

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### awards (to the extentthen or previously earned, in the case of performance-based awards) shallbecome 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 andthe agreements and other documents pursuant to which such awards were granted;

###  

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

###  

### (vi)                              IfExecutive elects after termination of employment continued coverage under theHealth Plan in accordance with the applicable provisions of COBRA, the Companyshall pay to Executive on a monthly basis during such COBRA continuation periodan amount equal on an after-tax basis to the total cost of such coverage. Priorto the expiration of the maximum COBRA continuation period available toExecutive, provided that Executive theretofore shall have complied with theconditions set forth in Section 10, the Company shall make a good faith effortto obtain insured coverage for Executive (and her spouse and eligibledependents, if any, for whom coverage had been provided during the COBRAcontinuation period) that is substantially comparable to such COBRAcontinuation coverage, which insured coverage shall begin on the date ofexpiration of Executive’s COBRA continuation period and continue until theearliest of: (1) Executive’s eligibility for medical coverage under theCompany’s Health Plan, as a retiree or active employee, (2) Executive’seligibility for medical coverage under a plan maintained by a subsequentemployer or other entity to which Executive provides services, (3) Executive’seligibility for Medicare, or (4) Executive’s attainment of age 65. In the eventthat the Company determines, in its sole discretion, that it is unable toobtain such insured coverage for Executive (and her spouse and eligibledependents, if any, for whom coverage had been provided during the COBRAcontinuation period) or in the event that Executive determines, in her solediscretion, that any such insured coverage offered by the Company is notsubstantially comparable to such COBRA continuation coverage, the Company shallpay to Executive, provided that Executive shall not have become eligible formedical coverage under (1) the Company’s Health Plan, as a retiree or activeemployee, (2) a plan maintained by a subsequent employer or other entity towhich Executive provides services, or (3) Medicare and, provided further, thatExecutive theretofore shall have complied with the conditions set forth inSection 10, a lump sum amount equal on an after-tax basis to the present valueof the total cost of retiree medical coverage under the Health Plan that wouldhave been incurred by both Executive and the Company on behalf of Executive(and her spouse and eligible dependents, if any, for whom coverage had beenprovided during the COBRA continuation period) if Executive (and such spouseand dependents, if any) had been eligible for such retiree medical coveragefrom the end of Executive’s COBRA continuation period until Executive’sattainment of age 65, calculated on the assumption that the cost of suchcoverage would remain unchanged from that in effect for the year in which suchlump sum 

 

9

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

###  

## (d)                                 Other Terms of Payment FollowingRetirement, Death, or Disability.  Nothing in this Section 6 shall limit the benefits payable orprovided in the event Executive’s employment terminates due to Retirement,death, or Disability under the terms of plans or programs of the Company morefavorable to the Executive (or her beneficiaries) than the benefits payable orprovided under this Section 6 (except in the case of annual incentives in lieuof which amounts are paid hereunder), including plans and programs adoptedafter the date of this Agreement. Amounts payable under this Section 6following Executive’s termination of employment, other than those expresslypayable following determination of performance for the year of termination forpurposes of annual incentive compensation or otherwise expressly payable on adeferred basis, will be paid as promptly as practicable after such terminationof employment.

##  

# **7.**                                       Termination of Employment For ReasonsOther Than Retirement, Death, or Disability.

# ** **

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

##  

### (i)                                     Executive’sCompensation Accrued at Termination (as defined in Section 8(c));

###  

### (ii)                                  Allstock options, restricted stock and deferred stock awards, includingoutstanding PERS awards, and all other long-term incentive awards will be 

 

### 10

### 

 

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

###  

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

###  

## (b)                                 Termination by Executive Other ThanFor Good Reason. Executive may terminate her employment hereunder voluntarily for reasonsother 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 Termpursuant to Section 2 hereof shall be deemed to be a termination of employmentby Executive for reasons other than Good Reason at the date of expiration ofthe Term, unless a Change in Control (as defined in Section 8(b)) occurs priorto, and there exists Good Reason at, such date of expiration. At the timeExecutive’s employment is terminated by Executive other than for Good Reasonthe Term will terminate, all obligations of the Company and Executive underSections 1 through 5 of this Agreement will immediately cease, and the Companywill pay Executive, and Executive will be entitled to receive, the following:

##  

### (i)                                     Executive’sCompensation Accrued at Termination;

###  

### (ii)                                  Allstock options, restricted stock and deferred stock awards, includingoutstanding PERS awards, and all other long-term incentive awards will begoverned by the terms of the plans and programs under which the awards weregranted; and

###  

### (iii)                               Alldeferral arrangements under Section 5(d) will be settled in accordance with theplans and programs governing the deferral, and all rights under the EXPP andany other benefit plan shall be governed by such plan subject to, in the caseof the EXPP, Section 5(b)(iv) of this Agreement pursuant to which Prior Servicethat was credited under the EXPP as of Executive’s termination shall be fullyreflected.

###  

## (c)                                  Terminationby the Company Without Cause Prior to or More than Two YearsAfter a Change in Control.  TheCompany may terminate the employment of Executive hereunder without Cause, ifat the date of termination no Change in Control has occurred or such date oftermination is at least two years after the most recent Change in Control, uponat least 90 days’ written notice to Executive. The foregoing notwithstanding,the Company may elect, by written notice to Executive, to terminate Executive’spositions specified in Sections 1 and 3 and all other obligations of Executiveand the Company under Section 3 at a date earlier than the expiration of such90-day period, if so specified by the Company in the written notice, providedthat Executive shall be treated as an employee of the Company (without anyassigned duties) for all other purposes of this Agreement, including forpurposes of Sections 4 and 5, from such specified date until the expiration ofsuch 90-day period. An election by the Company not to extend the Term pursuantto Section 2 hereof shall be deemed to be a termination of Executive’semployment by the Company without Cause at the date of expiration of the Termand shall be subject to this Section 7(c) if at the date of such termination noChange in Control has occurred

 

11

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

##  

### (i)                                     Executive’sCompensation Accrued at Termination;

###  

### (ii)                                  Cashin an aggregate amount equal to one times the sum of (A) Executive’s BaseSalary under Section 4(a) immediately prior to termination plus (B) an amountequal to the greater of (x) the portion of Executive’s annual target incentivecompensation potentially payable in cash to Executive (i.e., excluding theportion payable in PERS or in other non-cash awards) for the year oftermination or (y) the portion of Executive’s annual incentive compensationthat became payable in cash to Executive (i.e., excluding the portion payablein PERS or in other non-cash awards) for the latest year preceding the year of terminationbased on performance actually achieved in that latest year. The amountdetermined to be payable under this Section 7(c)(ii) shall be payable inmonthly installments over the 24 months following termination, withoutinterest, except the Company may elect to accelerate payment of the remainingbalance of such amount and to pay it as a lump sum, without discount;

###  

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

###  

### (iv)                              Stockoptions 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 suchoptions may be exercised), such options shall be governed by the plans andprograms and the agreements and other documents pursuant to which such optionswere granted;

###  

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

 

12

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### awards) shall becomefully vested and non-forfeitable at the date of such termination, and, in otherrespects, such awards shall be governed by the plans and programs and theagreements and other documents pursuant to which such awards were granted;

###  

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

###  

### (vii)                           Allrights under the EXPP and any other benefit plan shall be governed by suchplan, subject to, in the case of the EXPP, Section 5(b)(iv) of this Agreementpursuant to which Prior Service that was credited under the EXPP as ofExecutive’s termination shall be fully reflected; and

###  

### (viii)                        IfExecutive elects after termination of employment continued coverage under theHealth Plan in accordance with the applicable provisions of COBRA, the Companyshall pay to Executive on a monthly basis during such COBRA continuation periodan amount equal on an after-tax basis to the total cost of such coverage. Ifthe maximum COBRA continuation period available to Executive shall be less thantwo years, prior to the expiration of the maximum COBRA continuation periodavailable to Executive, provided that Executive theretofore shall have compliedwith the conditions set forth in Section 10, the Company shall make a goodfaith effort to obtain insured coverage for Executive (and her spouse andeligible dependents, if any, for whom coverage had been provided during theCOBRA continuation period) that is substantially comparable to such COBRAcontinuation coverage, which insured coverage shall begin on the date ofexpiration of Executive’s COBRA continuation period and continue until thesecond anniversary of Executive’s termination of employment. In the event thatthe Company determines, in its sole discretion, that it is unable to obtainsuch insured coverage for Executive (and her spouse and eligible dependents, ifany, for whom coverage had been provided during the COBRA continuation period)or in the event that Executive determines, in her sole discretion, that anysuch insured coverage offered by the Company is not substantially comparable tosuch COBRA continuation coverage, the Company shall pay to Executive, providedthat Executive shall not have become eligible for medical coverage under (1)the Company’s Health Plan, as a retiree or active employee, (2) a planmaintained by a subsequent employer or other entity to which Executive providesservices, or (3) Medicare and, provided further, that Executive theretoforeshall have complied with the conditions set forth in Section 10, a lump sumamount equal on an after-tax basis to the present value of the total cost ofretiree medical coverage under the Health Plan that would have been incurred byboth Executive and the Company on behalf of Executive (and her spouse andeligible dependents, if any, for whom coverage had been provided during theCOBRA continuation period) if Executive (and such spouse and dependents, ifany) had been eligible for such retiree medical coverage from the end ofExecutive’s COBRA continuation period until the second anniversary ofExecutive’s termination of employment, calculated on the assumption that thecost of such coverage would remain unchanged from that in effect for the yearin which such lump sum is paid. Such 

 

13

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### lump sum amount shall becalculated by the actuary for the Health Plan and paid in cash as soon asadministratively practicable following the expiration of Executive’s COBRAcontinuation period and shall not be subject to reduction or forfeiture byreason of any coverage for which Executive may thereafter become eligible byreason of subsequent employment or otherwise. In addition, as soon asadministratively practicable following Executive’s termination of employment,provided that Executive shall have complied with the conditions set forth inSection 10, the Company shall pay to Executive a lump sum amount equal on anafter-tax basis to the present value of the sum of (1) the amount thatExecutive would have paid, had she remained employed, for coverage under theCompany’s group long-term disability policy from the date of Executive’stermination of employment until the second anniversary of Executive’stermination of employment, calculated on the assumption that the cost of suchcoverage would remain unchanged from that in effect for the year in whichExecutive’s termination occurred; and (2) the amount that the Company wouldhave paid to continue Executive’s group life insurance coverage, had sheremained employed, from the date of Executive’s termination of employment untilthe second anniversary of Executive’s termination of employment, calculated onthe assumption that the cost of such coverage would remain unchanged from thatin effect for the year in which Executive’s termination occurred. For purposesof this Section 7(c)(viii), present value shall be calculated on the basis ofthe discount rate set forth in the EXPP for the determination of lump sumpayments.

###  

## (d)                                 Terminationby Executive for Good Reason Prior to or More than Two YearsAfter a Change in Control. Executive may terminate her employment hereunder for Good Reason, priorto a Change in Control or after the second anniversary of the most recentChange in Control, upon 90 days’ written notice to the Company; provided,however, that, if the Company has corrected the basis for such Good Reasonwithin 30 days after receipt of such notice, Executive may not terminate heremployment for Good Reason, and therefore Executive’s notice of terminationwill automatically become null and void. At the time Executive’s employment isterminated by Executive for Good Reason (i.e., at the expiration of such noticeperiod), the Term will terminate, all obligations of the Company and Executiveunder Sections 1 through 5 of this Agreement will immediately cease (except forobligations which continue after termination of employment as expresslyprovided herein), and the Company will pay Executive, and Executive will beentitled to receive, the following:

##  

### (i)                                     Executive’sCompensation Accrued at Termination;

###  

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

 

14

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### payable under thisSection 7(d)(ii) shall be payable in monthly installments over the 24 monthsfollowing termination, without interest, except the Company may elect toaccelerate payment of the remaining balance of such amount and to pay it as alump sum, without discount;

###  

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

###  

### (iv)                              Stockoptions 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 suchoptions may be exercised), such options shall be governed by the plans andprograms and the agreements and other documents pursuant to which such optionswere granted;

###  

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

###  

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

###  

### (vii)                           Allrights under the EXPP and any other benefit plan shall be governed by suchplan, subject to, in the case of the EXPP, Section 5(b)(iv) of this Agreementpursuant to which Prior Service that was credited under the EXPP as ofExecutive’s termination shall be fully reflected; and

###  

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

 

15

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### shall have complied withthe conditions set forth in Section 10, the Company shall make a good faitheffort to obtain insured coverage for Executive (and her spouse and eligibledependents, if any, for whom coverage had been provided during the COBRAcontinuation period) that is substantially comparable to such COBRAcontinuation coverage, which insured coverage shall begin on the date ofexpiration of Executive’s COBRA continuation period and continue until thesecond anniversary of Executive’s termination of employment. In the event thatthe Company determines, in its sole discretion, that it is unable to obtainsuch insured coverage for Executive (and her spouse and eligible dependents, ifany, for whom coverage had been provided during the COBRA continuation period)or in the event that Executive determines, in her sole discretion, that anysuch insured coverage offered by the Company is not substantially comparable tosuch COBRA continuation coverage, the Company shall pay to Executive, providedthat Executive shall not have become eligible for medical coverage under (1)the Company’s Health Plan, as a retiree or active employee, (2) a planmaintained by a subsequent employer or other entity to which Executive providesservices, or (3) Medicare and, provided further, that Executive theretoforeshall have complied with the conditions set forth in Section 10, a lump sumamount equal on an after-tax basis to the present value of the total cost ofretiree medical coverage under the Health Plan that would have been incurred byboth Executive and the Company on behalf of Executive (and her spouse andeligible dependents, if any, for whom coverage had been provided during theCOBRA continuation period) if Executive (and such spouse and dependents, ifany) had been eligible for such retiree medical coverage from the end ofExecutive’s COBRA continuation period until the second anniversary ofExecutive’s termination of employment, calculated on the assumption that thecost of such coverage would remain unchanged from that in effect for the yearin which such lump sum is paid. Such lump sum amount shall be calculated by theactuary for the Health Plan and paid in cash as soon as administratively practicablefollowing the expiration of Executive’s COBRA continuation period and shall notbe subject to reduction or forfeiture by reason of any coverage for whichExecutive may thereafter become eligible by reason of subsequent employment orotherwise. In addition, as soon as administratively practicable followingExecutive’s termination of employment, provided that Executive shall havecomplied with the conditions set forth in Section 10, the Company shall pay toExecutive a lump sum amount equal on an after-tax basis to the present value ofthe sum of (1) the amount that Executive would have paid, had she remainedemployed, for coverage under the Company’s group long-term disability policyfrom the date of Executive’s termination of employment until the secondanniversary of Executive’s termination of employment, calculated on theassumption that the cost of such coverage would remain unchanged from that ineffect for the year in which Executive’s termination occurred; and (2) theamount that the Company would have paid to continue Executive’s group lifeinsurance coverage, had she remained employed, from the date of Executive’stermination of employment until the second anniversary of Executive’stermination of employment, calculated on the assumption that the cost of suchcoverage would remain unchanged from that in 

 

16

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### effect for the year inwhich Executive’s termination occurred. For purposes of this Section7(d)(viii), present value shall be calculated on the basis of the discount rateset forth in the EXPP for the determination of lump sum payments.

###  

If anypayment or benefit under this Section 7(d) is based on Base Salary or otherlevel of compensation or benefits at the time of Executive’s termination and ifa reduction in such Base Salary or other level of compensation or benefit wasthe basis for Executive’s termination for Good Reason, then the Base Salary orother level of compensation in effect before such reduction shall be used tocalculate payments or benefits under this Section 7(d).

 

## (e)                                  Termination by the Company Without CauseWithin Two Years After a Change in Control.  The Company may terminate the employment of Executive hereunderwithout Cause, simultaneously with or within two years after a Change inControl, upon at least 90 days’ written notice to Executive. The foregoingnotwithstanding, the Company may elect, by written notice to Executive, toterminate Executive’s positions specified in Sections 1 and 3 and all otherobligations of Executive and the Company under Section 3 at a date earlier thanthe expiration of such 90-day notice period, if so specified by the Company inthe written notice, provided that Executive shall be treated as an employee ofthe Company (without any assigned duties) for all other purposes of thisAgreement, including for purposes of Sections 4 and 5, from such specified dateuntil the expiration of such 90-day period. An election by the Company not toextend the Term pursuant to Section 2 hereof shall be deemed to be atermination of Executive’s employment by the Company without Cause at the dateof expiration of the Term and shall be subject to this Section 7(e) if the dateof such termination coincides with or is within two years after a Change inControl; provided, however, that, if Executive has attained age 65 at such dateof termination, such termination shall be deemed a Retirement of Executive. Atthe time Executive’s employment is terminated by the Company (i.e., at theexpiration of such notice period), the Term will terminate, all remainingobligations of the Company and Executive under Sections 1 through 5 of thisAgreement will immediately cease (except for obligations which continue aftertermination of employment as expressly provided herein), and the Company willpay Executive, and Executive will be entitled to receive, the following:

##  

### (i)                                     Executive’sCompensation Accrued at Termination;

###  

### (ii)                                  Cashin an aggregate amount equal to three times the sum of (A) Executive’s BaseSalary under Section 4(a) immediately prior to termination plus (B) an amountequal to the greater of (x) the portion of Executive’s annual target incentivecompensation potentially payable in cash to Executive (i.e., excluding theportion payable in PERS or in other non-cash awards) for the year oftermination or (y) the portion of Executive’s annual incentive compensationthat became payable in cash to Executive (i.e., excluding the portion payablein PERS or in other non-cash awards) for the latest year preceding the year of terminationbased on performance actually achieved in that latest year. The amountdetermined to be payable under this Section 7(e)(ii) shall be paid by theCompany not later than 15 days after Executive’s termination;

###  

### (iii)                               Inlieu of any annual incentive compensation under Section 4(b) for the year inwhich Executive’s employment terminated, an amount equal to the portion of 

 

17

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

###  

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

###  

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

###  

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

###  

### (vii)                           Allrights under the EXPP and any other benefit plan shall be governed by suchplan; provided, however, in the case of the EXPP, all Prior Service shall befully reflected for purposes of determining the amount of Executive’sRetirement Benefit under Section 3.1(b)(i) of the EXPP or Executive’s DeferredVested Benefit under Section 3.2(b)(i) of the EXPP, regardless of whether suchPrior Service shall have been fully credited pursuant to Section 5(b)(iv) ofthis Agreement as of Executive’s termination; and, provided additionally, thatpayments under the EXPP shall commence as provided in Section 3.8 of the EXPPin an amount equal to 100% of the benefit under Section 3.1 or 3.2 of the EXPPwithout actuarial reduction or any other discount; and

###  

### (viii)                        IfExecutive elects after termination of employment continued coverage under theHealth Plan in accordance with the applicable provisions of COBRA, the Companyshall pay to Executive on a monthly basis during such COBRA continuation periodan amount equal on an after-tax basis to the total cost of such coverage. Ifthe maximum COBRA continuation period available to Executive shall be less thanthree years, prior to the expiration of the maximum COBRA continuation periodavailable to Executive, provided that Executive theretofore 

 

18

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### shall have complied withthe conditions set forth in Section 10, the Company shall make a good faitheffort to obtain insured coverage for Executive (and her spouse and eligibledependents, if any, for whom coverage had been provided during the COBRAcontinuation period) that is substantially comparable to such COBRAcontinuation coverage, which insured coverage shall begin on the date ofexpiration of Executive’s COBRA continuation period and continue until thethird anniversary of Executive’s termination of employment. In the event thatthe Company determines, in its sole discretion, that it is unable to obtainsuch insured coverage for Executive (and her spouse and eligible dependents, ifany, for whom coverage had been provided during the COBRA continuation period)or in the event that Executive determines, in her sole discretion, that anysuch insured coverage offered by the Company is not substantially comparable tosuch COBRA continuation coverage, the Company shall pay to Executive, providedthat Executive shall not have become eligible for medical coverage under (1)the Company’s Health Plan, as a retiree or active employee, (2) a planmaintained by a subsequent employer or other entity to which Executive providesservices, or (3) Medicare and, provided further, that Executive theretoforeshall have complied with the conditions set forth in Section 10, a lump sumamount equal on an after-tax basis to the present value of the total cost ofretiree medical coverage under the Health Plan that would have been incurred byboth Executive and the Company on behalf of Executive (and her spouse andeligible dependents, if any, for whom coverage had been provided during theCOBRA continuation period) if Executive (and such spouse and dependents, ifany) had been eligible for such retiree medical coverage from the end ofExecutive’s COBRA continuation period until the third anniversary ofExecutive’s termination of employment, calculated on the assumption that thecost of such coverage would remain unchanged from that in effect for the yearin which such lump sum is paid. Such lump sum amount shall be calculated by theactuary for the Health Plan and paid in cash as soon as administrativelypracticable following the expiration of Executive’s COBRA continuation periodand shall not be subject to reduction or forfeiture by reason of any coveragefor which Executive may thereafter become eligible by reason of subsequentemployment or otherwise. In addition, as soon as administratively practicablefollowing Executive’s termination of employment, provided that Executive shallhave complied with the conditions set forth in Section 10, the Company shallpay to Executive a lump sum amount equal on an after-tax basis to the presentvalue of the sum of (1) the amount that Executive would have paid, had sheremained employed, for coverage under the Company’s group long-term disabilitypolicy from the date of Executive’s termination of employment until the thirdanniversary of Executive’s termination of employment, calculated on the assumptionthat the cost of such coverage would remain unchanged from that in effect forthe year in which Executive’s termination occurred; and (2) the amount that theCompany would have paid to continue Executive’s group life insurance coverage,had she remained employed, from the date of Executive’s termination ofemployment until the third anniversary of Executive’s termination ofemployment, calculated on the assumption that the cost of such coverage wouldremain unchanged from that in effect for the year in which Executive’s 

 

19

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### termination occurred. Forpurposes of this Section 7(e)(viii), present value shall be calculated on thebasis of the discount rate set forth in the EXPP for the determination of lumpsum payments.

###  

## (f)                                    Terminationby Executive for Good Reason Within Two Years After a Change in Control.  Executive may terminate her employmenthereunder for Good Reason, simultaneously with or within two years after aChange in Control, upon 90 days’ written notice to the Company; provided,however, that, if the Company has corrected the basis for such Good Reasonwithin 30 days after receipt of such notice, Executive may not terminate heremployment for Good Reason, and therefore Executive’s notice of terminationwill automatically become null and void. At the time Executive’s employment isterminated by Executive for Good Reason (i.e., at the expiration of such noticeperiod), the Term will terminate, all obligations of the Company and Executiveunder Sections 1 through 5 of this Agreement will immediately cease (except forobligations which continue after termination of employment as expresslyprovided herein), and the Company will pay Executive, and Executive will beentitled to receive, the following:

 

### (i)                                     Executive’sCompensation Accrued at Termination;

 

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

###  

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

###  

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

 

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

###  

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

###  

### (vii)                           Allrights under the EXPP and any other benefit plan shall be governed by suchplan; provided, however, in the case of the EXPP, all Prior Service shall befully reflected for purposes of determining the amount of Executive’sRetirement Benefit under Section 3.1(b)(i) of the EXPP or Executive’s DeferredVested Benefit under Section 3.2(b)(i) of the EXPP, regardless of whethersuch Prior Service shall have been fully credited pursuant toSection 5(b)(iv) of this Agreement as of Executive’s termination; and,provided additionally, that payments under the EXPP shall commence as providedin Section 3.8 of the EXPP in an amount equal to 100% of the benefit underSection 3.1 or 3.2 of the EXPP without actuarial reduction or any otherdiscount; and

###  

### (viii)                        IfExecutive elects after termination of employment continued coverage under theHealth Plan in accordance with the applicable provisions of COBRA, the Companyshall pay to Executive on a monthly basis during such COBRA continuation periodan amount equal on an after-tax basis to the total cost of such coverage. Ifthe maximum COBRA continuation period available to Executive shall be less thanthree years, prior to the expiration of the maximum COBRA continuation periodavailable to Executive, provided that Executive theretofore shall have compliedwith the conditions set forth in Section 10, the Company shall make a goodfaith effort to obtain insured coverage for Executive (and her spouse andeligible dependents, if any, for whom coverage had been provided during theCOBRA continuation period) that is substantially comparable to such COBRAcontinuation coverage, which insured coverage shall begin on the date ofexpiration of Executive’s COBRA continuation period and continue until thethird anniversary of Executive’s termination of employment. In the event thatthe Company determines, in its sole discretion, that it is unable to obtainsuch insured coverage for Executive (and her spouse and eligible dependents, ifany, for whom coverage had been provided during the COBRA continuation period)or in the event that Executive determines, in her sole discretion, that anysuch insured coverage offered by the Company is not substantially comparable tosuch COBRA continuation coverage, the Company shall pay to Executive, providedthat Executive shall not have become eligible for medical coverage under (1)the Company’s Health Plan, as a retiree or active employee, (2) a planmaintained by 

 

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### a subsequent employer orother entity to which Executive provides services, or (3) Medicare and,provided further, that Executive theretofore shall have complied with theconditions set forth in Section 10, a lump sum amount equal on an after-taxbasis to the present value of the total cost of retiree medical coverage underthe Health Plan that would have been incurred by both Executive and the Companyon behalf of Executive (and her spouse and eligible dependents, if any, forwhom coverage had been provided during the COBRA continuation period) ifExecutive (and such spouse and dependents, if any) had been eligible for suchretiree medical coverage from the end of Executive’s COBRA continuation perioduntil the third anniversary of Executive’s termination of employment,calculated on the assumption that the cost of such coverage would remainunchanged from that in effect for the year in which such lump sum is paid. Suchlump sum amount shall be calculated by the actuary for the Health Plan and paidin cash as soon as administratively practicable following the expiration ofExecutive’s COBRA continuation period and shall not be subject to reduction orforfeiture by reason of any coverage for which Executive may thereafter becomeeligible by reason of subsequent employment or otherwise. In addition, as soonas administratively practicable following Executive’s termination ofemployment, provided that Executive shall have complied with the conditions setforth in Section 10, the Company shall pay to Executive a lump sum amount equalon an after-tax basis to the present value of the sum of (1) the amount thatExecutive would have paid, had she remained employed, for coverage under theCompany’s group long-term disability policy from the date of Executive’stermination of employment until the third anniversary of Executive’stermination of employment, calculated on the assumption that the cost of suchcoverage would remain unchanged from that in effect for the year in whichExecutive’s termination occurred; and (2) the amount that the Company wouldhave paid to continue Executive’s group life insurance coverage, had sheremained employed, from the date of Executive’s termination of employment untilthe third anniversary of Executive’s termination of employment, calculated onthe assumption that the cost of such coverage would remain unchanged from thatin effect for the year in which Executive’s termination occurred. For purposesof this Section 7(f)(viii), present value shall be calculated on the basis ofthe discount rate set forth in the EXPP for the determination of lump sumpayments.

 

If anypayment or benefit under this Section 7(f) is based on Base Salary or otherlevel of compensation or benefits at the time of Executive’s termination and ifa reduction in such Base Salary or other level of compensation or benefit wasthe basis for Executive’s termination for Good Reason, then the Base Salary orother level of compensation in effect before such reduction shall be used tocalculate payments or benefits under this Section 7(t).

 

## (g)                                 Other Terms Relating to CertainTerminations of Employment. Whether a termination is deemed to be at or within two years after aChange in Control for purposes of Sections 7(c), (d), (e), or (f) is determinedat the date of termination, regardless of whether the Change in Control hadoccurred at the time a notice of termination was given. In the eventExecutive’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 oragreements applicable to 

 

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Executive which are more favorable than those specified in this Section7 (except in the case of annual incentives in lieu of which amounts are paidhereunder). Amounts payable under this Section 7 following Executive’stermination of employment, other than those expressly payable on a deferredbasis, will be paid as promptly as practicable after such a termination ofemployment, and such amounts payable under Section 7(e) or 7(f) will be paid inno event later than 15 days after Executive’s termination of employment unlessnot determinable within such period.

##  

# **8.**                                       Definitions Relating to TerminationEvents.

# ** **

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

##  

### (i)                                     willfuland continued failure to substantially perform her duties hereunder (other thanany such failure resulting from incapacity due to physical or mental illness orDisability or any failure after the issuance of a notice of termination byExecutive for Good Reason) which failure is demonstrably and materiallydamaging to the financial condition or reputation of the Company and/or itssubsidiaries, and which failure is not corrected within five business days  after a written demand for substantialperformance is delivered to Executive by the Board, which demand specificallyidentifies the manner in which the Board believes that Executive has notsubstantially performed her duties hereunder and the demonstrable and materialdamage caused thereby; or

###  

### (ii)                                  thewillful engaging by Executive in conduct which is demonstrably and materiallyinjurious to the Company, monetarily or otherwise.

###  

Noact, 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 withoutreasonable belief that her action or omission was in the best interest of theCompany. Notwithstanding the foregoing, Executive shall not be deemed to havebeen terminated for Cause unless and until there shall have been delivered toExecutive a copy of the resolution duly adopted by the affirmative vote of notless than three-quarters (3/4) of the entire membership of the Board at ameeting of the Board (after reasonable notice to Executive and an opportunityfor 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 ofconduct set forth above in this definition and specifying the particularsthereof in detail.

 

## (b)                                 “Change in Control.” For purposes of this Agreement, a “Change in Control” shall be deemed tohave 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 theSecurities Exchange Act of 1934, as amended (the Exchange Act) (other than theCompany, any trustee or other fiduciary holding securities under an employeebenefit plan of the Company, or any company owned, directly or indirectly, bythe stockholders of the Company in substantially the same proportions as theirownership of stock of the Company), becomes the “Beneficial Owner” (as definedin Rule 13d-3 under the Exchange Act), directly or indirectly, of securities ofthe 

 

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

###  

### (ii)                                  duringany period of twenty-four months (not including any period prior to theeffectiveness of this Agreement), individuals who at the beginning of suchperiod constitute the Board, and any new director (other than (A) a directornominated by a Person who has entered into an agreement with the Company toeffect a transaction described in Sections (8)(b)(i), (iii) or (iv) hereof, (B)a director nominated by any Person (including the Company) who publiclyannounces an intention to take or to consider taking actions (including, butnot limited to, an actual or threatened proxy contest) which if consummatedwould constitute a Change in Control or (C) a director nominated by any Personwho is the Beneficial Owner, directly or indirectly, of securities of theCompany representing 10% or more of the combined voting power of the Company’ssecurities) whose election by the Board or nomination for election by theCompany’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 thebeginning of the period or whose election or nomination for election waspreviously so approved, cease for any reason to constitute at least a majoritythereof;

###  

### (iii)                               thestockholders of the Company approve any transaction or series of transactionsunder which the Company is merged or consolidated with any other company, otherthan a merger or consolidation (A) which would result in the voting securitiesof the Company outstanding immediately prior thereto continuing to represent(either by remaining outstanding or by being converted into voting securitiesof the surviving entity) more than 66 2/3% of the combined voting power of thevoting securities of the Company or such surviving entity outstandingimmediately after such merger or consolidation and (B) after which no Person holds20% or more of the combined voting power of the then-outstanding securities ofthe Company or such surviving entity;

###  

### (iv)                              thestockholders of the Company approve a plan of complete liquidation of theCompany or an agreement for the sale or disposition by the Company of all orsubstantially all of the Company’s assets; or

###  

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

###  

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

##  

### (i)                                     Theunpaid portion of annual base salary at the rate payable, in accordance withSection 4(a) hereof, at the date of Executive’s termination of employment, prorated through such date of termination, payable in accordance with theCompany’s regular pay schedule;

 

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### (ii)                                  Allvested, nonforfeitable amounts owing or accrued at the date of Executive’stermination 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 andlong-term incentive award) in which Executive theretofore participated, payablein accordance with the terms and conditions of the plans, programs, andarrangements (and agreements and documents thereunder) pursuant to which suchcompensation and benefits were granted or accrued; and

###  

### (iii)                               Reasonablebusiness expenses and disbursements incurred by Executive prior to Executive’stermination of employment, to be reimbursed to Executive, as authorized underSection 5(f), in accordance with the Company’s reimbursement policies as ineffect at the date of such termination.

###  

## (d)                                 “Disability.”  Forpurposes of this Agreement, “Disability” shall have the meaning ascribed to itunder the EXPP.

##  

## (e)                                  “Good Reason.”  Forpurposes of this Agreement, “Good Reason” shall mean, without Executive’sexpress written consent, the occurrence of any of the following circumstancesunless, in the case of subsections (i), (iv), (vi) or (viii) hereof, suchcircumstances are fully corrected prior to the date of termination specified inthe notice of termination given in respect thereof:

##  

### (i)                                     theassignment to Executive of duties inconsistent with Executive’s position andstatus as Senior Vice President and Chief Financial Officer, or an alteration,adverse to Executive, in Executive’s position and status as Senior VicePresident and Chief Financial Officer or in the nature of Executive’s duties,responsibilities, and authorities or conditions of Executive’s employment fromthose relating to Executive position and status as Senior Vice President andChief Financial Officer (excluding changes in assignments permitted underSection 3 and excluding inadvertent actions which are promptly remedied);except the foregoing shall not constitute Good Reason if occurring inconnection with the termination of Executive’s employment for Cause,Disability, Retirement, as a result of Executive’s death, or as a result ofaction by or with the consent of Executive; for purposes of this Section8(e)(i), references to the Company (and the Board and stockholders of theCompany) refer to the ultimate parent company (and its board and stockholders)succeeding the Company following an acquisition in which the corporateexistence 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’sannual target incentive opportunity or payment of earned annual incentive inamounts less than specified under or otherwise not in conformity with Section 4hereof, (C) a change in compensation or benefits not in conformity with Section5, or (D) a reduction, after a Change in Control in perquisites from the levelof such perquisites as in effect immediately prior to the Change in Control oras the same may have been increased from time to time after the Change inControl except for across-the-board perquisite reductions similarly affectingall 

 

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

###  

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

###  

### (iv)                              thefailure by the Company to pay to Executive any portion of Executive’scompensation or to pay to Executive any portion of an installment of deferredcompensation under any deferred compensation program of the Company withinseven days of the date such compensation is due;

###  

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

###  

### (vi)                              thefailure of the Company to obtain a satisfactory agreement from any successor tothe Company to fully assume the Company’s obligations and to perform under thisAgreement, as contemplated in Section 12(b) hereof, in a form reasonablyacceptable to Executive;

###  

### (vii)                           anyelection by the Company not to extend the Term of this Agreement at the nextpossible extension date under Section 2 hereof, unless Executive will haveattained age 65 at or before such extension date; or

###  

### (viii)                        any otherfailure by the Company to perform any material obligation under, or breach bythe 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 inControl” shall be deemed to have occurred if, during the term of thisAgreement:

##  

### (i)                                     theCompany enters into an agreement, the consummation of which would result in theoccurrence of a Change in Control;

###  

### (ii)                                  anyPerson (including the Company) publicly announces an intention to take or toconsider taking actions which if consummated would constitute a Change inControl; or

 

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

###  

# **9.**                                       Rabbi Trust Obligation UponPotential Change in Control; Excise Tax-Related Provisions.

# ** **

## (a)                                  Rabbi Trust Funded Upon PotentialChange in Control.  Inthe event of a Potential Change in Control or Change in Control, the Companyshall, not later than 15 days thereafter, have established one or more rabbitrusts and shall deposit therein cash in an amount sufficient to provide forfull payment of all potential obligations of the Company that would ariseassuming consummation of a Change in Control, or has arisen in the case of anactual Change in Control, and a subsequent termination of Executive’semployment under Section 7(e) or (f). Such rabbi trust(s) shall be irrevocableand shall provide that the Company may not, directly or indirectly, use orrecover any assets of the trust(s) until such time as all obligations whichpotentially could arise hereunder have been settled and paid in full, subjectonly to the claims of creditors of the Company in the event of insolvency orbankruptcy of the Company; provided, however, that if no Change in Control hasoccurred within two years after such Potential Change in Control, such rabbitrust(s) shall at the end of such two-year period become revocable and maythereafter be revoked by the Company.

##  

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

##  

### (i)                                     Forpurposes of determining whether any of the Severance Payments will be subjectto the Excise Tax and the amount of such Excise Tax:

###  

#### (A)                              anyother payments or benefits received or to be received by Executive inconnection with a Change in Control or Executive’s termination of employment(whether pursuant to the terms of this Agreement or any other plan, arrangementor agreement with the Company, any Person whose actions result in a Change inControl or any Person affiliated with the Company or such Person) (which,together with the Severance Payments, constitute the “Total Payments”) shall betreated as “parachute payments” within the meaning of Section 280G(b)(2) of theCode, and all “excess parachute payments” within the meaning of Section280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless inthe opinion of nationally-recognized tax counsel selected by Executive suchother payments or benefits (in whole or in part) do not constitute parachutepayments, or such excess parachute payments (in whole or in part) representreasonable compensation for services actually rendered within the meaning of 

 

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

####  

#### (B)                                theamount of the Total Payments which shall be treated as subject to the ExciseTax shall be equal to the lesser of (x) the total amount of the Total Paymentsand (y) the amount of excess parachute payments within the meaning of Section280G(b)(1) of the Code (after applying Section 9(b)(i)(A) hereof); and

####  

#### (C)                                thevalue of any non-cash benefits or any deferred payments or benefit shall bedetermined by a nationally-recognized accounting firm selected by Executive inaccordance with the principles of Sections 280G(d)(3) and (4) of the Code.

####  

### (ii)                                  Forpurposes of determining the amount of the Gross-Up Payment, Executive shall bedeemed to pay federal income taxes at the highest marginal rate of federalincome taxation in the calendar year in which the Gross-Up Payment is to bemade and state and local income taxes at the highest marginal rate of taxationin 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 obtainedfrom deduction of such state and local taxes. In the event that the Excise Taxis subsequently determined to be less than the amount taken into accounthereunder at the time of termination of Executive’s employment, Executive shallrepay to the Company within ten days after the time that the amount of suchreduction in Excise Tax is finally determined the portion of the Gross-UpPayment attributable to such reduction (plus the portion of the Gross-UpPayment attributable to the Excise Tax and federal and state and local incometax imposed on the Gross-Up Payment being repaid by Executive if such repaymentresults in a reduction in Excise Tax and/or federal and state and local incometax deduction) plus interest on the amount of such repayment at the rateprovided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Taxis determined to exceed the amount taken into account hereunder at the time ofthe termination of Executive’s employment (including by reason of any paymentthe existence or amount of which cannot be determined at the time of theGross-Up Payment), the Company shall make an additional gross-up payment inrespect of such excess within ten days after the time that the amount of suchexcess is finally determined.

###  

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

 

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

###  

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

###  

# **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 terminationof Executive’s employment for any reason, acting alone or in conjunction withothers, directly or indirectly (i) engage (either as owner, investor, partner,stockholder, employer, employee, consultant, advisor, or director) in anybusiness in which she has been directly engaged on behalf of the Company or anyaffiliate, or has supervised as an executive thereof, during the last two yearsprior to such termination, or which was engaged in or planned by the Company oran affiliate at the time of such termination, in any geographic area in whichsuch business was conducted or planned to be conducted; (ii) induce anycustomers of the Company or any of its affiliates with whom Executive has hadcontacts or relationships, directly or indirectly, during and within the scopeof her employment with the Company or any of its affiliates, to curtail orcancel their business with the Company or any such affiliate; (iii) induce, orattempt to influence, any employee of the Company or any of its affiliates toterminate employment; or (iv) solicit, hire or retain as an employee orindependent contractor, or assist any third party in the solicitation, hire, orretention as an employee or independent contractor, any person who during theprevious 12 months was an employee of the Company or any affiliate; provided,however, that the limitation contained in clause (i) above shall not applyif Executive’s employment is terminated as a result of a termination by theCompany without Cause within two years following a Change in Control or isterminated by Executive for Good Reason within two years following a Change inControl, and provided further, that activities engaged in by or on behalf ofthe Company are not restricted by this covenant. The provisions ofsubparagraphs (i), (ii), (iii), and (iv) above are separate and distinctcommitments independent of each of the other subparagraphs. It is agreed thatthe ownership of not more than one percent of the equity securities of anycompany having securities listed on an exchange or regularly traded in theover-the-counter market shall not, of itself, be deemed inconsistent withclause (i) of this Section 10(a).

##  

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

##  

## 29

## 

##  

## itsaffiliates. Executive will promptly disclose in writing to the Company allinventions, discoveries, developments, improvements and innovations(collectively referred to as “Inventions”) that Executive has conceived or madeduring the Term; provided, however, that in this context “Inventions”are limited to those which (i) relate in any manner to the existing orcontemplated 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 itsaffiliates. All Inventions will be the Company’s property rather thanExecutive’s. Should the Company request it, Executive agrees to sign anydocument that the Company may reasonably require to establish ownership in anyInvention.

##  

## (c)                                  Cooperation With Regard toLitigation.  Executive agrees tocooperate with the Company, during the Term and thereafter (including followingExecutive’s termination of employment for any reason), by making herselfavailable to testify on behalf of the Company or any subsidiary or affiliate ofthe Company, in any action, suit, or proceeding, whether civil, criminal,administrative, or investigative, and to assist the Company, or any subsidiaryor affiliate of the Company, in any such action, suit, or proceeding, byproviding information and meeting and consulting with the Board or itsrepresentatives or counsel, or representatives or counsel to the Company, orany subsidiary or affiliate of the Company, as requested. The Company agrees toreimburse the Executive, on an after-tax basis, for all expenses actuallyincurred in connection with her provision of testimony or assistance and will paythe Executive a mutually agreed upon per diem allowance.

##  

## (d)                                 Non-Disparagement.  Neither the Company nor the Executive shall, at any time duringthe Term and thereafter, make statements or representations, or otherwisecommunicate, directly or indirectly, in writing, orally, or otherwise, or takeany action which may, directly or indirectly, disparage the Executive or theCompany or any of its subsidiaries or affiliates or their respective officers,directors, employees, advisors, businesses or reputations. Notwithstanding theforegoing, nothing in this Agreement shall preclude the Company or theExecutive 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 receiptof any termination payments and benefits provided for in Sections 6 and 7herein (other than Compensation Accrued at Termination), that she will executea general release agreement, in substantially the form set forth in AttachmentA to this Agreement, releasing any and all claims arising out of Executive’semployment other than enforcement of this Agreement and rights toindemnification under any agreement, law, Company organizational document orpolicy, or otherwise.

##  

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

##  

## 30

## 

##  

## could begrounds for such forfeiture, a copy of a resolution duly adopted by a majorityaffirmative vote of the membership of the Board (excluding Executive) at ameeting of the Board called and held for such purpose (after giving Executivereasonable notice specifying the nature of the grounds for such forfeiture andnot less than 30 days to correct the acts or omissions complained of, ifcorrectable, and affording Executive the opportunity, together with hercounsel, to be heard before the Board) finding that, in the good faith opinionof the Board, Executive has engaged and continues to engage in conduct setforth in this Section 10(f) which constitutes grounds for forfeiture ofExecutive’s options; provided, however, that if any option is exercised afterdelivery of such notice and the Board subsequently makes the determinationdescribed in this sentence, Executive shall be required to pay to the Companyan amount equal to the difference between the aggregate value of the sharesacquired upon such exercise at the date of the Board determination and theaggregate exercise price paid by Executive. Any such forfeiture shall apply tosuch options notwithstanding any term or provision of any option agreement. Inaddition, all options granted to Executive and gains resulting from theexercise of such options, shall be subject to forfeiture in accordance with theCompany’s standard policies relating to such forfeitures and clawbacks, as suchpolicies are in effect at the time of grant of such options.

##  

## (g)                                 Forfeiture of Certain Bonuses andProfits.  If the Companyis required to prepare an accounting restatement due to the materialnoncompliance of the Company, as a result of misconduct, with any financialreporting requirement under the securities laws, and if Executive, knowingly orthrough gross negligence, caused or failed to prevent such misconduct,Executive shall reimburse the Company for (1) any bonus or other incentivebased or equity-based compensation received by Executive from the Companyduring the 12-month period following the first public issuance or filing withthe Securities and Exchange Commission (whichever first occurs) of thefinancial document embodying such financial reporting requirement; and (2) anyprofits realized from the sale of securities of the Company during that12-month period.

##  

## (h)                                 Survival. The provisions of this Section 10 shall survive the termination of theTerm 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 andthe rights and obligations of the Company and Executive under the EXPP aregoverned by and are to be construed, administered, and enforced in accordancewith the laws of the State of Connecticut, without regard to conflicts of lawprinciples, except insofar as federal laws and regulations and the DelawareGeneral Corporation Law may be applicable. If under the governing law, anyportion of this Agreement or the EXPP is at any time deemed to be in conflictwith any applicable statute, rule, regulation, ordinance, or other principle oflaw, such portion shall be deemed to be modified or altered to the extentnecessary to conform thereto or, if that is not possible, to be omittedtherefrom. The invalidity of any such portion shall not affect the force,effect, and validity of the remaining portion thereof. If any court determinesthat any provision of Section 10 of this Agreement is unenforceable because ofthe duration or geographic scope of such provision, it is the parties’ intentthat such court shall have the power to modify the duration or geographic scopeof such provision, as the case may be, to the extent necessary to render theprovision enforceable and, in its modified form, such provision shall beenforced.

##  

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## (b)                                 Reimbursement of Expenses inEnforcing Rights.  Uponsubmission of invoices, the Company shall promptly pay or reimburse allreasonable costs and expenses (including fees and disbursements of counsel andpension experts) incurred by Executive or Executive’s surviving spouse inseeking to interpret this Agreement or enforce rights pursuant to thisAgreement or in any proceeding in connection therewith brought by Executive orExecutive’s surviving spouse, whether or not Executive or Executive’s survivingspouse is ultimately successful in enforcing such rights or in such proceeding;provided, however, that no reimbursement shall be owed with respect to expensesrelating to any unsuccessful assertion of rights or proceeding if and to theextent that such assertion or proceeding was initiated or maintained in badfaith or was frivolous, as determined by the arbitrators in accordance withSection 11 (c) or a court having jurisdiction over the matter, in which caseany amounts previously paid by the Company shall be promptly repaid.

##  

## (c)                                  Arbitration. Anything in the EXPP to the contrary notwithstanding, any dispute orcontroversy arising under or in connection with this Agreement or the EXPPshall be settled exclusively by arbitration in Fairfield, CT, by threearbitrators in accordance with the rules of the American Arbitration Associationin effect at the time of submission to arbitration. Judgment may be entered onthe arbitrators’ award in any court having jurisdiction. For purposes ofentering any judgment upon an award rendered by the arbitrators, the Companyand Executive hereby consent to the jurisdiction of any or all of the followingcourts: (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 courthaving jurisdiction. The Company and Executive further agree that any serviceof process or notice requirements in any such proceeding shall be satisfied ifthe rules of such court relating thereto have been substantially satisfied. TheCompany and Executive hereby waive, to the fullest extent permitted byapplicable law, any objection which it may now or hereafter have to suchjurisdiction and any defense of inconvenient forum. The Company and Executivehereby agree that a judgment upon an award rendered by the arbitrators may beenforced in other jurisdictions by suit on the judgment or in any other mannerprovided by law. Subject to Section 11(b) of this Agreement, the Company shallbear all costs and expenses arising in connection with any arbitrationproceeding pursuant to this Section 11. Notwithstanding any provision in thisSection 11, Executive shall be entitled to seek specific performance ofExecutive’s right to be paid during the pendency of any dispute or controversyarising under or in connection with this Agreement.

##  

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

##  

# **12.**                                 Miscellaneous.

# ** **

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

##  

## 32

## 

##  

## theEmployee Protection Plan as applicable to Executive or the Change-in-ControlAgreement executed by Executive and the Company or the EXPP, the provisions ofthis Agreement shall govern except that Executive shall remain entitled to anyright or benefit under the Employee Protection Plan or the Change-in-ControlAgreement 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 Executivethan a corresponding provision of this Agreement; but no payment or benefitunder the Employee Protection Plan or Change-in-Control Agreement or the EXPPshall be made or extended which duplicates any payment or benefit hereunder. Ifand to the extent that this Agreement may provide enhanced benefits toExecutive under the EXPP which benefits are not explicitly provided for underthe EXPP, the EXPP shall be deemed amended by this Agreement (but only insofaras it pertains to Executive). This Agreement constitutes the entire agreementamong the parties with respect to the matters herein provided, and no modificationor waiver of any provision hereof shall be effective unless in writing andsigned by the parties hereto. Executive shall not be entitled to any payment orbenefit under this Agreement which duplicates a payment or benefit received orreceivable by Executive under any prior agreements and understandings or underany 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 toexpressly assume and agree to perform this Agreement in the same manner and tothe same extent that the Company would be required to perform it if no suchsuccession had taken place.

##  

As used in this Agreement, “Company” shall mean theCompany as hereinbefore defined and any successor to its business and/or assetsas aforesaid which assumes and agrees to perform this Agreement by operation oflaw, or otherwise and, in the case of an acquisition of the Company in whichthe corporate existence of the Company continues, the ultimate parent companyfollowing such acquisition. Subject to the foregoing, the Company may transferand assign this Agreement and the Company’s rights and obligations hereunder.Neither this Agreement nor the rights or obligations hereunder of the partieshereto shall be transferable or assignable by Executive, except in accordancewith 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 extentpermitted under applicable law) a beneficiary or beneficiaries to receive anycompensation or benefits provided hereunder following Executive’s death.

##  

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

 

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If to the Company:

 

IMSHEALTH INCORPORATED1499 Post RoadFairfield, CT 06824Attention: Chief Executive Officer

 

If to Executive:

 

NancyE. CooperSenior Vice President and Chief Financial OfficerIMS Health Incorporated1499 Post RoadFairfield, CT 06824

 

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

 

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

##  

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

##  

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

##  

## (h)                                 No Obligation To Mitigate.  Executive shall not be required to seekother employment or otherwise to mitigate Executive’s damages upon anytermination of employment, and any compensation or benefits received from anyother employment of Executive shall not mitigate or reduce the obligations ofthe Company or the rights of Executive hereunder, except that, to the extentExecutive receives from a subsequent employer health or other insurancebenefits 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 Termshall be correspondingly reduced.

##  

## (i)                                     Offsets; Withholding.  The amounts required to be paid by theCompany to Executive pursuant to this Agreement shall not be subject to offsetother than with respect to any amounts that are owed to the Company byExecutive due to her receipt of funds as a result of her fraudulent activity.The foregoing and other provisions of this Agreement notwithstanding, allpayments to be made to Executive under this Agreement, including under Sections6 and 7, or otherwise by the Company, will be subject to withholding to satisfyrequired withholding taxes and other required deductions.

##  

## 34

## 

##  

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

##  

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

##  

# **13.**                                 Indemnification.

# ** **

All rights to indemnification by the Company nowexisting in favor of Executive as provided in the Company’s Certificate ofIncorporation or By-laws or pursuant to other agreements in effect on orimmediately prior to the Effective Date shall continue in full force and effectfrom the Effective Date (including all periods after the expiration of theTerm), and the Company shall also advance expenses for which indemnificationmay be ultimately claimed as such expenses are incurred to the fullest extentpermitted under applicable law, subject to any requirement that Executiveprovide an undertaking to repay such advances if it is ultimately determinedthat Executive is not entitled to indemnification; provided, however, that anydetermination required to be made with respect to whether Executive’s conductcomplies with the standards required to be met as a condition ofindemnification or advancement of expenses under applicable law and theCompany’s Certificate of Incorporation, By-laws, or other agreement shall bemade by independent counsel mutually acceptable to Executive and the Company(except to the extent otherwise required by law). After the date hereof, the Companyshall not amend its Certificate of Incorporation or By-laws or any agreement inany manner which adversely affects the rights of Executive to indemnificationthereunder. Any provision contained herein notwithstanding, this Agreementshall not limit or reduce any rights of Executive to indemnification pursuantto applicable law. In addition, the Company will maintain directors’ andofficers’ liability insurance in effect and covering acts and omissions ofExecutive during the Term and for a period of six years thereafter on termssubstantially no less favorable than those in effect on the Effective Date.

 

IN WITNESS WHEREOF, Executive has hereunto set herhand and the Company has caused this instrument to be duly executed as of thedate 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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