EX-10(I)






Exhibit (10) (i)




AMENDED AND RESTATED

2009 EMPLOYMENT AGREEMENT




     THIS AMENDED AND RESTATED 2009 EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered
into this 22 day of December, 2008, between COOPER TIRE & RUBBER COMPANY, a Delaware corporation
(the “Company”), and Philip G. Weaver (the “Executive”).



W I T N E S S E T H:




     WHEREAS, the Executive and the Company entered into an Employment Agreement dated as of May
3rd, 2000, which was superseded in its entirety by an Amended and Restated Employment
Agreement, made and entered into on June 6, 2000 (the “Amended Employment Agreement”); and



     WHEREAS, the Executive and the Company have also entered into a Second Amended and Restated
Employment Agreement dated October 13, 2006 (the “Second Amended Employment Agreement”) which will
take effect January 1, 2009, and supersede the Amended Employment Agreement, effective as of that
date;



     WHEREAS, the Executive and the Company agree that the substantive provisions of the Amended
Employment Agreement shall remain in full force and effect until January 1, 2009, but also agree
that it is desirable to modify the terms of the Second Amended Employment Agreement in certain
respects in order to satisfy the requirements Section 409A of the Code imposes on those payments
under the Second Amended Employment Agreement which can be considered “deferred compensation” for
purposes of Section 409A.



     WHEREAS, the Executive and the Company agree that the provisions of the Amended Employment
Agreement shall remain in full force and effect until January 1, 2009, on which date the Amended
Employment Agreement shall be superseded in its entirety by this Agreement; and



     WHEREAS, the Executive has been employed by the Company in the capacity of Vice President and
Chief Financial Officer; and



     WHEREAS, the Company desires to continue to retain the services of the Executive in the
future; and



     WHEREAS, the Executive desires to continue to serve in the capacity of Vice President and
Chief Financial Officer of the Company, pursuant to the terms and provisions of this Agreement.



     NOW, THEREFORE, in consideration of the premises and the mutual promises and agreements
contained herein and other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, and intending to be legally bound hereby, the Company and the Executive
hereby amend and restate the Second Amended Employment Agreement effective as of January 1, 2009 to
read as follows on and after that date:



        1. Certain Defined Terms. In addition to terms defined elsewhere herein, the following
terms have the following meanings when used in this Agreement with initial capital letters:



          (a) “Affiliate” means any corporation, limited liability company, joint venture, partnership,
or other legal entity in which the Company owns, directly or indirectly, or has previously owned,
at least fifty percent (50%) of the capital stock, profits, interest or capital interest.



          (b) “Annual Incentive Compensation” means the amount paid or (but for any deferral) payable to
the Executive for a year under any annual bonus compensation programs or arrangements. Annual
Incentive Compensation shall not include or take into account long-term incentive compensation,
stock option or other equity awards (regardless of whether granted annually), pension or other
retirement benefit contributions or accruals, perquisites or other fringe benefits. For the
avoidance of doubt, “Annual Incentive Compensation” may be zero.



          (c) “Average Annual Incentive Compensation” means the average of the three (3) greatest
amounts of Annual Incentive Compensation out of the five (5) calendar years prior to the year in
which a Termination Date occurs.



          (d) “Base Pay” means the Executive’s rate of annual base salary payable under this Agreement
at the time a termination of employment occurs or, if applicable, immediately before any reduction
in such amount that serves as a basis for a termination for Good Reason.



          (e) “Board” means the Board of Directors of the Company.



- 1 -









 





          (f) “Cause” means:




     (X) prior to a Change in Control, termination of the Executive’s employment with
the Company by the Board because of:




	 	(i)	 	the willful and continued failure by the Executive
to perform substantially the duties of the
Executive’s position, and the failure of the
Executive to correct such failure of performance
within thirty (30) days after notification by the
Board of any such failure (other than by reason of
the incapacity of the Executive due to physical or
mental illness); or
	 
	 	(ii)	 	any other willful act or omission which
is materially injurious to the
financial condition or business
reputation of, or is otherwise
materially injurious to, the Company or
any Affiliate thereof, and failure of
the Executive to correct such act or
omission within thirty (30) days after
notification by the Board of any such
act or omission (other than by reason
of the incapacity of the Executive due
to physical or mental illness); or
	 
	 	(iii)	 	the Executive is found
guilty of, or pleads
guilty or nolo
contendere to, a felony
or any criminal act
involving fraud,
embezzlement, theft, or
moral turpitude; or
	 
	 	(iv)	 	the Executive is found
guilty of, or pleads
guilty or nolo
contendere to, any
criminal act committed
in the course of the
Executive’s employment
with the Company or
against the Company or
any Affiliate, or the
Executive is found
liable in a civil
action, in which an
allegation involves a
dishonest act, fraud,
embezzlement or theft
committed in the course
of the Executive’s
employment with the
Company or against the
Company or any
Affiliate.






     (Y) following a Change in Control, termination of the Executive’s employment with
the Company by the Board because of:




	 	(i)	 	any act or omission constituting a material breach
by the Executive of any of his significant
obligations or agreements under this Agreement or
the continued willful failure or refusal of the
Executive to adequately perform the duties
reasonably required hereunder which is materially
injurious to the financial condition or business
reputation of, or is otherwise materially injurious
to, the Company or any Affiliate thereof, after
notification by the Board of such breach, failure or
refusal and the failure of the Executive to correct
such breach, failure or refusal within thirty (30)
days of such notification (other than by reason of
the incapacity of the Executive due to physical or
mental illness); or
	 
	 	(ii)	 	any other willful act or omission which
is materially injurious to the
financial condition or business
reputation of, or is otherwise
materially injurious to, the Company or
any Affiliate thereof, and failure of
the Executive to correct such act or
omission within thirty (30) days after
notification by the Board of any such
act or omission (other than by reason
of the incapacity of the Executive due
to physical or mental illness).




- 2 -









 






	 	(iii)	 	the Executive is found guilty of, or
pleads guilty or nolo contendere to, a
felony or any criminal act involving
fraud, embezzlement, theft, or moral
turpitude; or
	 
	 	(iv)	 	the Executive is found
guilty of, or pleads
guilty or nolo
contendere to, any
criminal act committed
in the course of the
Executive’s employment
with the Company or
against the Company or
any Affiliate, or the
Executive is found
liable in a civil
action, in which an
allegation involves a
dishonest act, fraud,
embezzlement or theft
committed in the course
of the Executive’s
employment with the
Company or against the
Company or any
Affiliate; or




Any notification to be given by the Board in accordance with Section 1(f)(X)(i), 1(f)(X)(ii),
1(f)(Y)(i) or 1(f)(Y)(ii) shall be in writing and shall specifically identify the breach, failure,
refusal, act or omission to which the notification relates and, in the case of Section 1(f)(X)(ii),
1(f)(Y)(i) or 1(f)(Y)(ii), shall describe the injury to the Company, and such notification must be
given within twelve (12) months of the Board becoming aware, or within twelve (12) months of when
the Board should have reasonably become aware of the breach, failure, refusal, act, omission or
injury identified in the notification. Notwithstanding Section 23, failure to notify the Executive
within any such twelve (12) month period shall be deemed to be a waiver by the Board of any such
breach, failure, refusal, act or omission by the Executive and any such breach, failure, refusal,
act or omission by the Executive shall not then be determined to be a breach of this Agreement.



For the avoidance of doubt and for the purpose of determining Cause, the exercise of business
judgment by the Executive shall not be determined to be Cause, even if such business judgment
materially injures the financial condition or business reputation of, or is otherwise materially
injurious to the Company or any Affiliate thereof, unless such business judgment by the Executive
was not made in good faith, or constitutes willful or wanton misconduct, or was an intentional
violation of state or federal law.




          (g) “Change in Control” means the occurrence during the Term of any of the following events:




     (i) the Company merges into itself, or is merged or consolidated with, another entity
and as a result of such merger or consolidation less than 51% of the voting power of the
then-outstanding voting securities of the surviving or resulting entity immediately after
such transaction are directly or indirectly beneficially owned in the aggregate by the
former stockholders of the Company immediately prior to such transaction;




     (ii) all or substantially all the assets accounted for on the consolidated balance
sheet of the Company are sold or transferred to one or more entities or persons, and as a
result of such sale or transfer less than 51% of the voting power of the then-outstanding
voting securities of such entity or person immediately after such sale or transfer is
directly or indirectly beneficially held in the aggregate by the former stockholders of
the Company immediately prior to such transaction or series of transactions;




     (iii) a person, within the meaning of Section 3(a)(9) or 13(d)(3) (as in effect on
the date of this Agreement) of the Securities Exchange Act of 1934, (the “Exchange Act”)
become the beneficial owner (as defined in Rule 13d-3 of the Securities and Exchange
Commission pursuant to the Exchange Act) of 35% or more of the voting power of the
then-outstanding voting securities of the Company; provided, however, that the foregoing
does not apply to any such acquisition that is made by (w) any Affiliate of the Company;
(x) any employee benefit plan of the Company or any Affiliate; or (y) any person or group
of which employees of the Company or of any Affiliate control a greater than 25% interest
unless the Board determines that such person or group is making a “hostile acquisition;”
or (z) any person or group that directly or indirectly through one or more intermediaries,
controls or is controlled by, or is under common control with, the Executive; or




     (iv) a majority of the members of the Board are not Continuing Directors, where a
“Continuing Director” is any member of the Board who (x) was a member of the Board on the
date of this Agreement or (y) was nominated for election or elected to such Board with the
affirmative vote of a majority of the Continuing Directors who were members of such Board
at the time of such nomination or election, provided that any director appointed or
elected to the Board to avoid or settle a threatened or actual proxy contest shall in no
event be deemed to be a Continuing Director.



          (h) “Code” means the Internal Revenue Code of 1986, as amended.



          (i) “Committee” means the Compensation Committee of the Board.



          (j) “Common Stock” means the Company’s common stock, par value $1.00 per share.



- 3 -









 





          (k) “Company” means the Company as hereinbefore defined.



          (l) “Disability” or “Disabled” means when, the Executive has been totally disabled by bodily
injury or disease so as to prevent him from being physically able to perform the job duties as
required under this Agreement, and such total disability shall have continued for five (5)
consecutive months, and, in the opinion of a qualified physician selected by the Company, such
disability will presumably be permanent and continuous during the remainder of the Executive’s
life. Notwithstanding the preceding sentence, for any payment or benefit payable under this
Agreement which is considered “deferred compensation” subject to Section 409A of the Code, the
payment or benefit shall not be payable to the Executive solely by reason of a Disability unless
such Disability is by reason of a medically determinable physical or mental impairment that can be
expected to last for a continuous period of not less than twelve (12) months or to result in death,
and such Disability has caused the Executive to be either (i) unable to engage in any substantial,
gainful activity, or (ii) eligible to receive income replacement benefits under an accident and
health plan of the Company for a period of at last three (3) months.



          (m) “Good Reason” means the occurrence of any of the following conditions, without Executive’s
express, prior written consent in each case, provided that the Executive has provided express
written notice of the condition to the Company within ninety (90) days of the initial existence of
the condition and the Company has failed to remedy such breach within thirty (30) days after its
receipt of such written notice from the Executive:




     (i) a material (greater than 5%) reduction in the Executive’s Base Pay, other than as
part of a reduction applicable to executive officers of the Company generally;




     (ii) a material breach by the Company of Section 2 or Section 4 of this Agreement,
including but not limited to, the assignment to the Executive of any duties inconsistent
with his status as Vice President and Chief Financial Officer of the Company, or his
removal from such position, or a substantial alteration in the nature or status of his
responsibilities from those described herein, (except, in each case, in connection with a
promotion of the Executive);




     (iii) the relocation of the office of the Company where the Executive is employed to
a location at least fifty (50) miles from Findlay, Ohio, except for required travel on the
Company’s business to an extent reasonably required to perform his duties hereunder;




     (iv) except as required by law, the Company directly or indirectly materially
reducing the level of benefits or award opportunities provided to the Executive under the
Plans below the level required by Section 4, of this Agreement, other than a reduction or
change in such benefits or opportunities applicable to executive officers of the Company
generally or the Company failing to provide the Executive with the number of paid vacation
days to which he is entitled on the basis of years of service with the Company in
accordance with the Company’s normal vacation policy in effect at the date of this
Agreement;




     (v) the failure of the Company to obtain a satisfactory agreement from any successor
to assume and agree to perform this Agreement, as required in Section 19 hereof or, if the
business of the Company for which the Executive’s services are principally performed is
sold, the failure of the purchaser of such business to assume this Agreement or to provide
the Executive with the same or a comparable position, duties, benefits, base salary and
incentive compensation as provided in Section 4 of this Agreement; or




     (vi) the failure of the Board to elect the Executive to his existing position or an
equivalent position.


Any notification to be given by the Executive in accordance with Section 1(m) shall specifically
identify the breach or failure to which the notification relates, and such notification must be
given within ninety (90) days of the Executive becoming aware, or within ninety (90) days of when
the Executive should have reasonably become aware of the breach or failure identified in the
notification. Notwithstanding Section 23, failure to notify the Company within any such ninety (90)
day period shall be deemed to be a waiver by the Executive of any such breach or failure and any
such breach or failure shall not then be considered “Good Reason”.




          (n) “Incentive Compensation Plan” means the Cooper Tire & Rubber Company 1998, 2001, and 2006
Incentive Compensation Plans, as amended.



          (o) “Long-Term Performance-Based Incentive Compensation” means any cash or equity-based
compensation program in which the amounts paid, earned or vested are based upon achievement of
specified performance goals over a period of more than one year. For the avoidance of doubt, equity
awards that are earned, vest or become exercisable based solely upon continued employment and/or
the passage of time is not “Long-Term Performance-Based Incentive Compensation.”



          (p) “Nonqualified Supplementary Benefit Plan” means the Cooper Tire & Rubber Company
Nonqualified Supplementary Benefit Plan, effective November 8, 1984, as amended.



- 4 -









 





          (q) “Retirement Plans” means the Salaried Employees’ Retirement Plan and the Nonqualified
Supplementary Benefit Plan or any successor plans thereto which provide comparable benefits.



          (r) “Salaried Employees’ Retirement Plan” means the Cooper Tire & Rubber Company Salaried
Employees’ Retirement Plan, effective January 1, 1989, as amended.



          (s) “Termination” means:




     (i) the involuntary termination of the Executive’s employment by the Company at any
time for any reason other than retirement, death, disability or Cause, or




     (ii) termination of the Executive’s employment by the Executive for Good Reason, or




     (iii) termination of the Executive’s employment at the end of the Term as a result of
the Company delivering a notice of non-extension pursuant to Section 3 prior to
Executive’s 64th birthday.



          (t) “Termination Date” means the date on which the Executive’s employment with the Company is
terminated by the company or the Executive for any reason or for no reason. If the Executive’s
employment is terminated by the Company, such date shall be specified in a written notice of
termination (which date shall be no earlier than the date of furnishing such notice), or if no such
date is specified therein, the date of receipt by the Executive of such written notice of
termination, otherwise the Executive shall specify such date in a written notice of his
resignation.



          (u) “1998 Option Plan” means the Cooper Tire & Rubber Company 1998 Employee Stock Option Plan,
as amended.



     2. Employment and Duties.



          (a) General. The Company hereby employs the Executive and the Executive agrees upon
the terms and conditions herein set forth to serve as Vice President and Chief Financial Officer,
and, in such capacity, shall perform such duties as may be delineated in the Bylaws of the Company,
and such other duties, commensurate with the Executive’s title and position of Vice President and
Chief Financial Officer, as may be assigned to the Executive from time to time by the Chief
Executive Officer of the Company (the “CEO”) or such other officer of the Company as may be
designated by the CEO.



          (b) Exclusive Services. Throughout the Term (as defined in Section 3), Executive
shall, except as may from time to time be otherwise agreed in writing by the Company and during
reasonable vacations and unless prevented by ill health, devote his full-time and undivided
attention during normal business hours to the business and affairs of the Company consistent with
his senior executive position, shall in all respects conform to and comply with the lawful and
reasonable directions and instructions given to him by the Board or such officer of the Company as
may be designated by the Board, and shall use his best efforts to promote and serve the interests
of the Company.



          (c) Restrictions on Other Employment. Throughout the Term and provided that such
activities do not contravene the provisions of Section 2(b) hereof or Section 15 hereof:




     (i) the Executive may engage in charitable and community affairs;




     (ii) the Executive may perform inconsequential services without specific compensation
therefore in connection with the management of personal investments;




     (iii) the Executive may continue to serve in positions held as of October 14, 2006 on
any board of directors of any business corporation, as identified by Executive to the
Board; and,




     (iv) the Executive may, directly or indirectly, render services to any other person
or organization (including service as a member of the Board of Directors of any other
unaffiliated company), for which he receives compensation, that is not in competition with
the Company, subject in each case to the prior written approval of the Board which
approval will not be unreasonably withheld. The Executive may retain all fees he receives
for such services, and the Company shall not reduce his compensation by the amount of such
fees. For purposes of this Section 2(c)(iv) competition shall have the same meaning as
intended for the purposes of Section 15.



     3. Term of Employment. Subject to the provisions of Section 5 through Section 10
hereof, the Company shall retain the Executive pursuant to this Agreement and the Executive shall
serve in the employ of the Company for a period (the “Term”) commencing on January 1, 2009 and
continuing in effect through December 31, 2009; provided, however, that on each January 1 after the
commencement of the Term until the year in which the Executive’s 64th birthday occurs,
the Term shall automatically be



- 5 -









 







extended for one additional year unless, no later than September 30 of the preceding year, the
Company or the Executive shall have given notice to the other that it does not wish to extend this
Agreement.



     4. Compensation and Other Benefits. Subject to the provisions of this Agreement, the
Company shall pay and provide the following compensation and other benefits to the Executive during
the Term as compensation for services rendered hereunder:



          (a) Base Salary. The Company shall pay to the Executive Base Pay at the rate of
$400,015 per annum, payable biweekly. The Base Pay will be reviewed not less than annually by the
Board or by the Committee.



          (b) Employee Benefit Plans. At all times during the Term, the Executive shall be
provided the opportunity to participate in such Retirement Plans, and such employee pension and
retirement benefit plans, whether or not qualified, and employee welfare benefit or perquisite
plans, programs and arrangements (collectively, the “Plans”) as are, from time to time, generally
made available to executives of the Company. The Retirement Plans, when considered as a whole, will
provide benefits to Executive no less favorable than what would have been provided to Executive had
the provisions of the Retirement Plans in effect as of June 6, 2000 remained in effect.



          (c) Incentive Compensation. The Executive shall be eligible to participate in such
annual incentive bonus compensation programs or arrangements established from time to time for
executives of the Company.



          (d) Long-Term Incentive Compensation. The Executive shall be eligible to participate
in such long-term incentive plans and programs as the Company generally provides from time to time
to its senior executives.



     5. Termination Without Cause or for Good Reason Prior to a Change in Control. 



          (a) Upon Termination prior to a Change in Control the Company shall pay the Executive the
amount set forth in Section 5(a)(i) and, subject to and conditioned upon Section 24 and to the
Executive’s delivering to the Company the Release provided for in Section 16 with all periods for
revocation expired, the Company shall pay or provide to the Executive the amounts and benefits set
forth in Section 5(a)(ii) through 5(a)(iv):




     (i) a single lump sum cash payment within thirty (30) days following the expiration
of such revocation period equal to the Executive’s then current Base Pay, to the extent
unpaid, through the Termination Date; plus




     (ii) a lump sum payment in cash within thirty (30) days following the expiration of
such revocation period equal to two (2) times the sum of (i) the Executive’s Base Pay and
(ii) the Average Annual Incentive Compensation; provided that, the portion (if any) of
such lump sum payment which may be paid immediately upon expiration of such revocation
period shall be limited to two (2) times the lesser of (i) the maximum limit on the annual
compensation that may be taken into account by a qualified retirement under Section
401(a)(17) of the Code for the year which includes the date of Termination or (ii) the
Executive’s annualized compensation from the Company for the calendar year preceding the
year of the Termination, and the remainder of this lump sum payment shall not be paid to
the Executive until the delayed payment date prescribed by Section 24 below; plus




     (iii) a single lump sum cash payment equal to the actuarial equivalent of the
retirement pension the Executive has accrued under the Nonqualified Supplementary Benefit
Plan payable on the delayed payment date that is six (6) months after the date of
Termination, as prescribed by Section 24 below; and




     (iv) for twenty-four (24) months following the Termination Date, the Company shall
provide the Executive with life, accident and health insurance benefits substantially
similar to those to which the Executive and the Executive’s family were entitled
immediately prior to the Termination provided that, to the extent such health benefits are
determined to be taxable benefits by reason of Section 105(h) of the Code or otherwise,
such health coverage shall be limited to eighteen (18) months following the Termination
Date. Thereafter the Company shall provide retiree medical and life insurance coverage to
the extent the Executive is eligible for such benefits under the terms of the applicable
Plans in effect immediately prior to the Termination. Benefits otherwise receivable by the
Executive pursuant to this Section 5(a)(iv) shall be reduced to the extent comparable
benefits are actually received by the Executive from other employment, and any such
benefits actually received by the Executive shall be reported to the Company.




For purposes of Section 5(a)(iii), “actuarial equivalent” shall be determined using the
1994 Uninsured Pensioner Mortality Table (UP-94) and annual compound interest at the
Corporate Bond yield average for bonds rated Ana by Moody’s reduced by fifty (50) basis
points (.5 percent). The rate chosen from the aforereferenced table will be for the
calendar month five months prior to the month which contains the effective date of payment
and will be truncated to the lower 0.25% increment (e.g. 6.00%, 6.25%, 6.50%, etc.).



- 6 -









 





               (b) Notwithstanding any provision in any award agreement between the Company and the Executive
or this Section 5, (i) all restricted stock units granted to the Executive that vest based solely
upon the Executive’s continued employment with the Company and which have not otherwise vested
shall vest immediately upon Termination, (ii) all restricted stock units granted to the Executive
that vest based upon the achievement of performance criteria and which have not otherwise vested
shall vest immediately upon Termination, but only to the extent that such awards would have become
vested based upon the achievement of the relevant performance criteria through the Termination
Date, or, in the case that either such performance cannot be calculated under the program prior to
the completion of the performance period or the amount or benefit payable is not based solely on
objective performance criteria, the vesting shall be pro-rated through the Termination Date
assuming that the target level of performance had been achieved , and (iii) within five (5) days
after the Termination Date, the Company shall either (1) pay to the Executive an amount equal to
the fair market value (computed as the average of the high and low trades reported on the New York
Stock Exchange) of the Common Stock represented by such vested restricted stock units determined as
of the Termination Date, or (2) issue Common Stock under such vested awards to the Executive. Any
such cash payment shall be deemed to be in lieu of and in substitution for any right the Executive
may have to such vested restricted stock units under the terms of any award agreement between the
Company and the Executive, and the Executive agrees to surrender all such vested restricted stock
units being cashed out hereunder immediately prior to receiving the cash payment described above.
For purposes hereunder, the term “restricted stock unit” should be read to include all other
similar equity instruments, including, but not limited to, restricted stock.



               (c) Notwithstanding any provision in the Incentive Compensation Plan, the 1998 Option Plan,
other relevant plan or program or this Section 5:




          (i) for a period of ninety (90) days following the Termination Date (or such longer
period as may be set forth in the applicable stock option plan or award agreement) all
stock options granted to the Executive by the Company that are both outstanding and vested
immediately prior to Termination (in accordance with their then existing terms and this
Section 5(c)) shall remain outstanding and exercisable, after which all such stock options
that have not been exercised shall immediately terminate; and




          (ii) all stock options granted to the Executive by the Company which have not
otherwise vested shall be vested immediately upon Termination and shall remain outstanding
and exercisable thereafter for a period of ninety (90) days following the Termination
Date, after which all such stock options that have not been exercised shall immediately
terminate.


For purposes hereunder, the term “stock option” should be read to include all other similar equity
instruments, including, but not limited to, stock appreciation rights.




          (d) Notwithstanding anything herein to the contrary, in no event shall amounts in respect of
any restricted stock units or other stock rights that, as determined by the Company, provide for
the “deferral of compensation” (as such term is defined under Section 409A of the Code and the
regulations and other Treasury Department guidance promulgated thereunder (collectively, “Section
409A”)), that was granted or became vested on or after January 1, 2005, be distributed pursuant to
Section 5(b) or Section 5(c) prior to the occurrence of the earlier of either (i) the Termination
Date (or such later date required under Section 24), (ii) the Executive’s death or “Disability” (as
such term is defined under Section 409A and in Section 1(l) above), (iii) a “change in the
ownership or effective control” of the Company or in the “ownership of a substantial portion of the
assets” of the Company (each as defined under Section 409A), or (iv) the specified time or fixed
schedule as may be elected by the Executive in accordance with the applicable plan or arrangement
and Section 409A. This Section 5(d) shall not apply to any stock options which are not considered
deferred compensation subject to Section 409A pursuant to Treasury Regulation Section
1.409A-1(b)(5).



     6. Severance and Other Benefits Upon or Following a Change in Control.



          (a) Upon Termination subsequent to a Change in Control the Company shall pay the Executive the
amount set forth in Section 6(a)(i) and subject to and conditioned upon Section 24 and to the
Executive’s delivering to the Company the Release provided for in Section 16 with all periods for
revocation expired, the Company shall pay or provide to the Executive the amounts and benefits set
forth in Section 6(a)(ii) through 6(a)(v):




     (i) a single lump sum cash payment within five (5) days following the expiration of
such revocation period equal to the Executive’s then current Base Pay, to the extent
unpaid, through the Termination Date;




     (ii) a lump sum cash payment within five (5) days following the expiration of such
revocation period equal to the pro-rated portion of the benefit payable under any annual
bonus compensation program in which Executive participates and of the pro-rated portion the
benefit payable under each Long-Term Performance-Based Compensation award or program in
which Executive participates; plus



- 7 -









 






     (iii) a single lump sum cash payment within five (5) days following the expiration of
such revocation period equal to two (2) times the sum of (x) the Executive’s Base Pay plus
(y) the greater of (A) the Executive’s target Annual Incentive Compensation for the year in
which the Change in Control occurs or (B) the Average Annual Incentive Compensation;
provided that, the portion (if any) of such lump sum payment which may be paid immediately
upon the expiration of such revocation period shall be limited to two times the lesser of
(i) the maximum limit on the annual compensation that may be taken into account by a
qualified retirement under Section 401(a)(17) of the Code for the year which includes the
date of Termination or (ii) the Executive’s annualized compensation from the Company for
the calendar year preceding the year of the Termination, and the remainder of this lump sum
payment shall not be paid to the Executive until the delayed payment date prescribed by
Section 24 below; plus




     (iv) a single lump sum cash payment equal to the actuarial equivalent of the
retirement pension the Executive has accrued under the Nonqualified Supplementary Benefit
Plan payable on the date that is six (6) months after the date of Termination, as
prescribed by Section 24 below ; and




     (v) for twenty-four (24) months following the Termination Date, the Company shall
provide the Executive with life, accident and health insurance benefits substantially
similar to those to which the Executive and the Executive’s family were entitled
immediately prior to the Termination provided that, to the extent such health benefits are
determined to be taxable by reason of Section 105(h) of the Code or otherwise, such health
coverage shall be limited to eighteen (18) months following the Termination Date.
Thereafter the Company shall provide retiree medical and life insurance coverage to the
extent the Executive is eligible for such benefits under the terms of the applicable Plans
in effect immediately prior to the Termination, with benefits otherwise receivable by the
Executive pursuant to this Section 6(a)(ivv) shall be reduced to the extent comparable
benefits are actually received by the Executive from other employment, and any such
benefits actually received by the Executive shall be reported to the Company.




For purposes of Sections 6(a)(iii), 7, 8(b), 9(a) and 10, the “pro-rated portion of the
benefit payable” under a compensation arrangement shall be an amount pro-rated based upon
the number of full months between the beginning of the year or other performance period
and the date of Executive’s Termination relative to the total number of months in the year
or in the applicable performance period, and the amount that is so pro-rated shall be, for
an amount or benefit that is payable, earned and/or vested based solely on the achievement
of objective performance criteria, based on actual performance through the end of the most
recent quarter prior to the date of Executive’s Termination or, in the case that either
such performance cannot be calculated under the program prior to the end of the year or
the completion of the performance period or the amount or benefit payable is not based
solely on objective performance criteria, the amount that is so pro-rated shall be based
on the target amount or benefit under the compensation arrangement.




For purposes of Section 6(a)(iv), “actuarial equivalent” shall be determined using the
1994 Uninsured Pensioner Mortality Table (UP-94) and annual compound interest at the
Corporate Bond yield average for bonds rated AAA by Moody’s reduced by fifty (50) basis
points (.5 percent). The rate chosen from the aforereferenced table will be for the
calendar month five months prior to the month which contains the effective date of payment
and will be truncated to the lower 0.25% increment (e.g. 6.00%, 6.25%, 6.50%, etc.);



          (b) Notwithstanding any provision in any award agreement between the Company and the Executive
or this Section 6, (i) all restricted stock units granted to the Executive that vest based solely
upon the Executive’s continued employment with the Company and which have not otherwise vested
shall vest immediately prior to the consummation of a Change in Control, (ii) all restricted stock
units granted to the Executive that vest based upon the achievement of performance criteria and
which have not otherwise vested shall vest immediately prior to the consummation of a Change in
Control, but only to the extent that such awards would have become vested based upon the
achievement of the relevant performance criteria through the date of the Change in Control, or, in
the case that either such performance cannot be calculated under the program prior to the
completion of the performance period or the amount or benefit payable is not based solely on
objective performance criteria, the vesting shall be pro-rated through the date of the Change in
Control assuming that the target level of performance had been achieved, and (iii) within five (5)
days after the consummation of the Change in Control, and, subject to Section 6(d), the Company
shall either (1) pay to the Executive an amount equal to the fair market value (computed as the
average of the high and low trades reported on the New York Stock Exchange) of the Common Stock
represented by such vested restricted stock units determined as of the consummation of the Change
in Control, or (2) issue Common Stock under such vested awards to the Executive. Any such cash
payment shall be deemed to be in lieu of and in substitution for any right the Executive may have
to such vested restricted stock units under the terms of any award agreement between the Company
and the Executive, and the Executive agrees to surrender all such vested restricted stock units
being cashed out hereunder immediately prior to receiving the cash payment described above. For
purposes hereunder, the term “restricted stock unit” should be read to include all other similar
equity instruments, including, but not limited to, restricted stock.



          (c) Notwithstanding any provision in the Incentive Compensation Plan, the 1998 Option Plan,
other relevant plan or program or this Section 6, all stock options granted to the Executive by the
Company which have not otherwise vested shall be
vested immediately prior to the consummation of a Change in Control and, subject to Section
6(d), within five (5) days after the consummation of the Change in Control, the Company may, at its
election, pay to the Executive in cash an amount equal to the



- 8 -









 







aggregate of the difference between
the exercise price of each stock option granted to the Executive prior to the consummation of the
Change in Control that remains outstanding and unexercised at the time of the consummation of the
Change in Control, and the fair market value (computed as the average of the high and low trades
reported on the New York Stock Exchange) of the Common Stock subject to the option, determined as
of the consummation of the Change in Control. Such cash payment shall be deemed to be in lieu of
and in substitution for any right the Executive may have to exercise such stock option or a related
stock appreciation right under the terms of the relevant stock option plan describing such rights,
and the Executive agrees to surrender all stock options and related stock appreciation rights being
cashed out hereunder prior to receiving the cash payment described above. For purposes hereunder,
the term “stock option” should be read to include all other similar equity instruments, including,
but not limited to, stock appreciation rights.



          (d) Notwithstanding anything herein to the contrary, in no event shall amounts in respect of
any restricted stock units or other stock rights that, as determined by the Company, provides for
the “deferral of compensation” (as such term is defined under Section 409A), that was granted or
became vested on or after January 1, 2005, be distributed pursuant to Section 6(b) or Section 6(c)
prior to the occurrence of the earlier of either (i) the Termination Date (or such later date
required under Section 24), (ii) the Executive’s death or “Disability” (as such term is defined
under Section 409A and in Section 1(l) above), (iii) a “change in the ownership or effective
control” of the Company or in the “ownership of a substantial portion of the assets” of the Company
(each as defined under Section 409A), or (iv) the specified time or fixed schedule as may be
elected by the Executive in accordance with the applicable plan or arrangement and Section 409A.
This Section 6(d) shall not apply to any stock options which are not considered deferred
compensation subject to Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(5).



     7. Termination for Cause or Without Good Reason. If, prior to the expiration of the
Term, the Executive’s employment is terminated by the Company for Cause, or if the Executive
terminates his employment hereunder without Good Reason, the Executive shall not be eligible to
receive Base Pay under Section 4(a) or to participate in any Plans under Section 4(b) with respect
to periods after the Termination Date, and except as otherwise provided by applicable law, and
except for the right to receive vested benefits under any Plan in accordance with the terms of such
Plan. However, the Executive shall be eligible to receive a pro-rated portion of the benefit
payable under any annual bonus compensation program in which Executive participates for the
Company’s fiscal year during which the Termination Date occurs, but not for any later years.



     8. Termination by Death. If the Executive dies prior to the expiration of the Term,
the Executive’s designated beneficiaries (and, with respect to amounts payable under Section 8(a)
and (b), the Executive’s estate if he has not designated any beneficiaries) shall be entitled to
receive:




     (a) for a period of 90 days beginning on the date of the Executive’s death a biweekly
amount equal to the biweekly Base Pay paid to the Executive by the Company for the payroll
period immediately prior to his death;




     (b) a single lump sum cash payment within thirty (30) days following the Termination
Date equal to the pro-rated portion of the benefit payable under any annual bonus
compensation program in which Executive participates and the pro-rated portion of the benefit
payable under each Long-Term Performance-Based Compensation award or program in which
Executive participates; and




     (c) for twenty-four (24) months following the Termination Date, the Company shall
provide the Executive’s surviving spouse or other dependents with non-taxable health
insurance benefits substantially similar to those to which the Executive’s family were
entitled immediately prior to the Executive’s Death, and thereafter in addition to any
continuation coverage the Executive and/or his covered beneficiaries are entitled to under
COBRA the Company shall provide health insurance benefits under the Company’s retiree medical
plans in effect immediately prior to the Executive’s death.



     9. Termination by Disability. If, prior to the expiration of the Term, the Executive
becomes Disabled, the Company or the Executive shall be entitled to terminate his employment, and
the Executive shall be entitled to:




     (a) a lump sum cash payment within thirty (30) days following the Termination Date equal
to the Executive’s then current Base Pay, to the extent unpaid, through the Termination Date;




     (b) receive a lump sum cash payment within thirty (30) days following the Termination
Date equal to the pro-rated portion of the benefit payable under any annual bonus
compensation program in which Executive participates and the pro-rated portion of the benefit
payable under each Long-Term Performance-Based Compensation award or program in which
Executive participates; and




     (c) for twenty-four (24) months following the Termination Date, the Company shall
provide the Executive with life, accident and health insurance benefits substantially similar
to those to which the Executive and the Executive’s family were entitled immediately prior to
the Termination, provided that, to the extent such health benefits are determined to be
taxable by reason of Section 105(h) of the Code or otherwise, such health coverage shall be
limited to eighteen (18) months following the Termination Date unless the Executive has
provided the Company with evidence that he has received a



- 9 -









 







Social Security disability award.
Thereafter in addition to any continuation coverage the Executive and/or his covered
beneficiaries are entitled to under COBRA the Company shall provide all benefits available
under the Plans on account of termination due to becoming Disabled, including life, accident
disability and/or retiree medical and life insurance coverage, which shall be based on the
Company’s plans in effect immediately prior to the Termination Date.



     10. Termination by Retirement. If, prior to the expiration of the Term, the Executive
voluntarily elects to retire under the Salaried Employees’ Retirement Plan, the Executive’s
employment will be terminated as of the date of such retirement and the Executive shall be entitled
to a single lump sum cash payment within thirty (30) days following the Termination Date equal to
the Executive’s then current Base Pay, to the extent unpaid, through the Termination Date, plus an
additional lump sum cash payment within thirty (30) days following the Termination Date equal to
the pro-rated portion of the benefit payable under any annual bonus compensation program in which
Executive participates and the pro-rated portion of the benefit payable under each Long-Term
Performance-Based Compensation award or program in which Executive participates. All stock options
(or similar equity instruments, including, but not limited to stock appreciation rights) granted to
the Executive by the Company that are both outstanding and vested immediately prior to Termination
(in accordance with their then existing terms) shall remain outstanding and exercisable for such
period as set forth in the applicable stock option plan or award agreement, after which all such
stock options that have not been exercised shall immediately terminate.



     11. Funding Upon Potential Change in Control.




          (a) Upon the earlier to occur of (i) a Change in Control or (ii) a declaration by the Board
that a Change in Control is imminent, the Company shall promptly pay to the extent it has not done
so, and in any event within five (5) business days, a sum equal to the present value on the date of
the Change in Control (or on such fifth business day if the Board has declared a Change in Control
to be imminent) of the payments to be made to the Executive under the provisions of Sections 6 and
12 hereof, which shall be transferred to National City Bank (the “Trustee”) and added to any
principal of the Trust under a Master Grantor Trust Agreement, dated November 9, 2001 between the
Company and Trustee (the “Trust Agreement”).




          (b) Any payments of compensation, pension, severance or other benefits by the Trustee pursuant
to the Trust Agreement shall, to the extent thereof, discharge the Company’s obligation to pay
compensation, pension, severance and other benefits hereunder, it being the intent of the Company
that assets in such Trust be held as security for the Company’s obligation to pay compensation,
pension, severance and other benefits under this Agreement.



     12. Certain Additional Payments by the Company.



          (a) Anything in this Agreement to the contrary notwithstanding, but subject to Section 12(h),
in the event that following a Change in Control the Executive’s employment with the Company is
terminated by the Company or the Executive, and it shall be determined (as hereafter provided) that
any payment (other than the Gross-Up payments provided for in this Section 12) or distribution by
the Company or any of its Affiliates to or for the benefit of the Executive, whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement or otherwise
pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including
without limitation any stock option, performance share, performance unit, stock appreciation right
or similar right, or the lapse or termination of any restriction on or the vesting or
exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by
Section 4999 of the Code (or any successor provision thereto) by reason of being considered
“contingent on a change in ownership or control” of the Company, within the meaning of Section 280G
of the Code (or any successor provision thereto) or to any similar tax imposed by state or local
law, or any interest or penalties with respect to such tax (such tax or taxes, together with any
such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then
the Executive shall be entitled to receive an additional payment or payments (collectively, a
“Gross-Up Payment”); provided, however, that no Gross-Up Payment shall be made with respect to the
Excise Tax, if any, attributable to (i) any incentive stock option (“ISO”), as defined by Section
422 of the Code (or any successor provision thereto) granted prior to the execution of this
Agreement where the addition of a Gross-Up Payment would cause the ISO to lose such status, or (ii)
any stock appreciation or similar right, whether or not limited, granted in tandem with any ISO
described in clause (i). The Gross-Up Payment shall be in an amount such that, after payment by the
Executive of all taxes (including any interest or penalties imposed with respect to such taxes),
including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payment.



          (b) Subject to the provisions of Section 12(f), all determinations required to be made under
this Section 12, including whether an Excise Tax is payable by the Executive and the amount of such
Excise Tax and whether a Gross-Up Payment is required
to be paid by the Company to the Executive and the amount of such Gross-Up Payment, if any,
shall be made by a nationally recognized accounting firm (the “Accounting Firm”) selected by the
Company in its sole discretion. The Accounting Firm shall submit its determination and detailed
supporting calculations to both the Company and the Executive within 30 calendar days after the
Termination Date, if applicable, and any such other time or times as may be requested by the
Company or the Executive. If the Accounting Firm determines that any Excise Tax is payable by the
Executive, the Company shall pay the required Gross-Up Payment to the



- 10 -









 







Executive within five (5)
business days after receipt of such determination and calculations with respect to any Payment to
the Executive. If the Accounting Firm determines that no Excise Tax is payable by the Executive,
it shall, at the same time as it makes such determination, furnish the Company and the Executive a
written statement that the Executive has substantial authority not to report any Excise Tax on his
federal, state or local income or other tax return. As a result of the uncertainty in the
application of Section 4999 of the Code (or any successor provision thereto) and the possibility of
similar uncertainty regarding applicable state or local tax law at the time of any determination by
the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made
by the Company should have been made (an “Underpayment”), consistent with the calculations required
to be made hereunder. In the event that the Company exhausts or fails to pursue its remedies
pursuant to Section 12(f) and the Executive thereafter is required to make a payment of any Excise
Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and
submit its determination and detailed supporting calculations to both the Company and the Executive
as promptly as possible. Any such Underpayment shall be promptly paid by the Company to, or for the
benefit of, the Executive within five (5) business days after receipt of such determination and
calculations.



          (c) The Company and the Executive shall each provide the Accounting Firm access to and copies
of any books, records and documents in the possession of the Company or the Executive, as the case
may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting
Firm in connection with the preparation and issuance of the determinations and calculations
contemplated by Section 12(b). Any determination by the Accounting Firm as to the amount of the
Gross-Up Payment shall be binding upon the Company and the Executive.



          (d) The federal, state and local income or other tax returns filed by the Executive shall be
prepared and filed on a consistent basis with the determination of the Accounting Firm with respect
to the Excise Tax payable by the Executive. The Executive shall make proper payment of the amount
of any Excise Payment, and at the request of the Company, provide to the Company true and correct
copies (with any amendments) of his federal income tax return as filed with the Internal Revenue
Service and corresponding state and local tax returns, if relevant, as filed with the applicable
taxing authority, and such other documents reasonably requested by the Company, evidencing such
payment. If prior to the filing of the Executive’s federal income tax return, or corresponding
state or local tax return, if relevant, the Accounting Firm determines that the amount of the
Gross-Up Payment should be reduced, the Executive shall within five (5) business days pay to the
Company the amount of such reduction.



          (e) The fees and expenses of the Accounting Firm for its services in connection with the
determinations and calculations contemplated by Section 12(b) shall be borne by the Company. If
such fees and expenses are initially paid by the Executive, the Company shall reimburse the
Executive the full amount of such fees and expenses within five (5) business days after receipt
from the Executive of a statement therefore and reasonable evidence of his payment thereof or as
soon thereafter as may be reasonably practical.



          (f) The Executive shall notify the Company in writing of any claim by the Internal Revenue
Service or any other taxing authority that, if successful, would require the payment by the Company
of a Gross-Up Payment. Such notification shall be given as promptly as practicable but no later
than ten (10) business days after the Executive actually receives notice of such claim and the
Executive shall further apprise the Company of the nature of such claim and the date on which such
claim is requested to be paid (in each case, to the extent known by the Executive). The Executive
shall not pay such claim prior to the earlier of (i) the expiration of the 30-calendar-day period
following the date on which he gives such notice to the Company and (ii) the date that any payment
of amount with respect to such claim is due. If the Company notifies the Executive in writing prior
to the expiration of such period that it desires to contest such claim, the Executive shall:




     (i) provide the Company with any written records or documents in his possession
relating to such claim reasonably requested by the Company;




     (ii) take such action in connection with contesting such claim as the Company shall
reasonably request in writing from time to time, including without limitation accepting
legal representation with respect to such claim by an attorney competent in respect of the
subject matter and reasonably selected by the Company;




     (iii) cooperate with the Company in good faith in order to effectively contest
such claim; and




     (iv) permit the Company to participate in any proceedings relating to such claim;


provided, however, that the Company shall bear and pay directly all costs and expenses (including
interest and penalties) incurred in connection with such contest and shall indemnify and hold
harmless the Executive, on an after-tax basis, for and against any Excise Tax or income tax,
including interest and penalties with respect thereto, imposed as a result of such representation
and payment of costs and expenses. Without limiting the foregoing provisions of this Section 12(f),
the Company shall control all proceedings taken in connection with the contest of any claim
contemplated by this Section 12(f) and, at its sole option, may pursue or forego any and all
administrative appeals, proceedings, hearings and conferences with the taxing authority in respect
of such claim (provided, however, that the Executive may participate therein at his own cost and
expense) and may, at its option, either direct the Executive to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such
contest to


- 11 -









 






 a determination before any administrative tribunal, in a court of initial jurisdiction
and in one or more appellate courts, as the Company shall determine; provided, however, that if the
Company directs the Executive to pay the tax claimed and sue for a refund, the Company shall
advance the amount of such payment to the Executive on an interest-free basis and shall indemnify
and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income or other tax,
including interest or penalties with respect thereto, imposed with respect to such advance; and
provided further, however, that any extension of the statute of limitations relating to payment of
taxes for the taxable year of the Executive with respect to which the contested amount is claimed
to be due is limited solely to such contested amount. Furthermore, the Company’s control of any
such contested claim shall be limited to issues with respect to which a Gross-Up Payment would be
payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing authority.




          (g) If, after the receipt by the Executive of an amount advanced by the Company pursuant to
Section 12(f), the Executive receives any refund with respect to such claim, the Executive shall
(subject to the Company’s complying with the requirements of Section 12(f)) promptly pay to the
Company the amount of such refund (together with any interest paid or credited thereon after any
taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the
Company pursuant to Section 12(f), a determination is made that the Executive shall not be entitled
to any refund with respect to such claim and the Company does not notify the Executive in writing
of its intent to contest such denial or refund prior to the expiration of thirty (30) calendar days
after such determination, then such advance shall be forgiven and shall not be required to be
repaid and the amount of any such advance shall offset, to the extent thereof, the amount of
Gross-Up Payment required to be paid by the Company to the Executive pursuant to this Section 12.



          (h) Notwithstanding the foregoing provisions of this Section 12, if the Accounting Firm
determines that, absent this sentence, the Executive is entitled to a Gross-Up Payment, but that
the portion of the Payments that would be treated as “parachute payments” under Code Section 280G
(the “Parachute Payments”) does not exceed 110% of the greatest amount of Parachute Payments that
could be paid to the Executive such that the receipt of such Parachute Payments would not give rise
to any Excise Tax (the “Safe Harbor Amount”), then no Gross-Up Payment shall be paid to the
Executive (unless for any reason the Executive is determined to be subject to the Excise Tax after
application of the balance of this sentence, in which case the full Gross-Up Payment shall be
paid), and the Parachute Payments shall be reduced so that the Parachute Payments, in the
aggregate, are reduced to the Safe Harbor Amount. As soon as practicable, the Company shall notify
the Executive of any intent to reduce the amount of any Payments in accordance with this Section
12(h), and the Executive shall have the right to designate which of the Payments shall be reduced
and to what extent, provided that the Executive may not so elect to the extent that, in the
determination of the Company, such election would cause the Executive to be subject to the Excise
Tax.



     13. Mitigation. Nothing in this Agreement shall be construed to require the Executive
to mitigate his damages upon termination of employment without Cause or for Good Reason. The
Company hereby acknowledges that it will be difficult and may be impossible for the Executive to
find reasonably comparable employment following the Termination Date and that the non-competition
covenant contained in Section 15 will further limit the employment opportunities for the Executive.
In addition, the Company acknowledges that its severance pay plans applicable in general to its
salaried employees do not provide for mitigation, offset or reduction of any severance payment
received thereunder. Accordingly, the payment of the severance compensation by the Company to the
Executive in accordance with the terms of this Agreement is hereby acknowledged by the Company to
be reasonable, and the Executive will not be required to mitigate the amount of any payment
provided for in this Agreement by seeking other employment or otherwise, nor will any profits,
income, earnings or other benefits from any source whatsoever create any mitigation, offset,
reduction or any other obligation on the part of the Executive hereunder or otherwise.



     14. Legal Fees and Expenses. It is the intent of the Company that the Executive not be
required to incur legal fees and the related expenses associated with the interpretation,
enforcement or defense of the Executive’s rights under this Agreement by litigation or otherwise
because the cost and expense thereof would substantially detract from the benefits intended to be
extended to the Executive hereunder. Accordingly, if it should appear to the Executive that the
Company has failed to comply with any of its obligations under this Agreement or in the event that
the Company or any other person takes or threatens to take any action to declare this Agreement
void or unenforceable, or institutes any litigation or other action or proceeding designed to deny,
or to recover from, the Executive the benefits provided or intended to be provided to the Executive
hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of
the Executive’s choice, at the expense of the Company as hereafter provided, to advise and
represent the Executive in connection with any such interpretation, enforcement or defense.
Notwithstanding
any existing or prior attorney-client relationship between the Company and such counsel, the
Company irrevocably consents to the Executive’s entering into an attorney-client relationship with
such counsel, and in that connection the Company and the Executive agree that a confidential
relationship shall exist between the Executive and such counsel. The Company will pay and be solely
financially responsible for any and all attorneys’ and related fees and expenses incurred by the
Executive in connection with any of the foregoing; provided that, in regard to such matters, the
Executive has not failed to prevail in at least one asserted claim, has not acted frivolously, in
bad faith or with no colorable claim, and has not asserted a claim in violation of the Release.



     15. Secrecy and Non-competition.



- 12 -









 





          (a) No Competing Employment. For so long as the Executive is employed by the Company
and continuing for two (2) years after the termination of such employment for any reason (the
“Non-Compete Period”), the Executive shall not, unless he receives the prior written consent of the
Board, directly or indirectly, whether as owner, consultant, employee, partner, venturer, agent,
through stock ownership (except ownership of less than one percent (1.0%) of the number of shares
outstanding of any securities which are publicly traded), investment of capital, lending of money
or property, rendering of services, or otherwise, compete with any of the businesses engaged in by
the Company or any Affiliate at the time of the termination of the Executive’s employment hereunder
(such businesses are herein after referred to as the “Business”), or assist, become interested in
or be connected with any corporation, firm, partnership, joint venture, sole proprietorship or
other entity which so competes with the Business. The restrictions imposed by this Section 15(a)
shall not apply to any geographic area in which neither the Company nor any Affiliate is engaged in
the Business.



          (b) No Interference. During the Non-Compete Period, the Executive shall not, whether
for his own account or for the account of any other individual, partnership, firm, corporation or
other business organization or entity (other than the Company), intentionally solicit, endeavor to
entice away from the Company or any Affiliate or otherwise interfere with the relationship of the
Company or any Affiliate with, any person who is employed by or associated with the Company or any
Affiliate (including, but not limited to, any independent sales representatives or organizations)
or any person or entity who is, or was within the then most recent 12-month period, a customer or
client of the Company or any Affiliate.



          (c) Secrecy. The Executive recognizes that the services to be performed by him
hereunder are special, unique and extraordinary in that, by reason of his employment hereunder and
his past employment with the Company, he may acquire or has acquired confidential information and
trade secrets concerning the operation of the Company or any Affiliate, the use or disclosure of
which could cause the Company substantial loss and damages which could not be readily calculated
and for which no remedy at law would be adequate. Accordingly, the Executive covenants and agrees
with the Company that he will not at any time, except in performance of the Executive’s obligations
to the Company hereunder or with the prior written consent of the Board, directly or indirectly,
disclose any secret or confidential information that he may learn or has learned by reason of his
association with the Company or any Affiliate, or use any such information to the detriment of the
Company or any Affiliate. The term “confidential information”, includes, without limitation,
information not previously disclosed to the public or to the trade by the Company’s management with
respect to the Company’s or any Affiliate’s products, manufacturing processes, facilities and
methods, research and development, trade secrets, know-how and other intellectual property,
systems, procedures, manuals, confidential reports, product price lists, customer lists, marketing
plans or strategies, financial information (including the revenues, costs or profits associated
with the Company’s or any Affiliate’s products), business plans, prospects or opportunities. The
Executive understands and agrees that the rights and obligations set forth in this Section 15(c)
are perpetual and, in any case, shall extend beyond the Non-Compete Period and the Executive’s
employment hereunder.



          (d) Exclusive Property. The Executive confirms that all confidential information is
and shall remain the exclusive property of the Company. All business records, papers and documents
kept or made by the Executive relating to the business of the Company shall be and remain the
property of the Company. Upon the termination of his employment with the Company or upon the
request of the Company at anytime, the Executive shall promptly deliver to the Company, and shall
not, without the consent of the Board (which consent shall not be unreasonably withheld), retain
copies of, any written materials not previously made available to the public, records and documents
made by the Executive or coming into his possession concerning the business or affairs of the
Company excluding records relating exclusively to the terms and conditions of his employment
relationship with the Company. The Executive understands and agrees that the rights and obligations
set forth in this Section 15(d) are perpetual and, in any case, shall extend beyond the Non-Compete
Period and the Executive’s employment hereunder.



          (e) Stock Ownership. Other than as specified in Section 2(c) or 15(a) hereof, nothing
in this Agreement shall prohibit the Executive from acquiring or holding any issue of stock or
securities of any company or other business entity.



          (f) Injunctive Relief. Without intending to limit the remedies available to the
Company, executive acknowledges that a breach of any of the covenants contained in this Section 15
may result in material irreparable injury to the Company for which there is no adequate remedy at
law, that it will not be possible to measure damages for such injuries precisely and that, in the
event of such a breach or threat thereof, the Company shall be entitled to obtain a temporary
restraining order and/or a preliminary or permanent
injunction restraining the Executive from engaging in activities prohibited by this Section 15
or such other relief as may be required to specifically enforce any of the covenants in this
Section 15.



          (g) Extension of Non-Compete Period. In addition to the remedies the Company may seek
and obtain pursuant to Section 15(f), the Non-Compete Period shall be extended by any and all
periods during which the Executive shall be found by a court possessing personal jurisdiction over
him to have been in violation of the covenants contained in this Section 15.



     16. Release. The receipt of payments provided for in Section 5, Section 6 and Section
12 is conditioned upon the Executive executing and delivering a release substantially in the form
of Annex A hereto, and upon the expiration of the revocation period provided for in Annex A.



- 13 -









 





     17. Breach; Reimbursement.



          (a) In addition to the remedies provided for in Section 15(f), if the Executive is in breach
of this Agreement, then the Company may, at its sole option:




     (i) In the case of a breach of any provision of this Agreement, immediately suspend
payment or provision of all remaining payments and benefits described in Section 5 or
Section 6 of this Agreement. Provided the Board gives Executive written notice (that
provides detail as to the effective date and the contractual and factual basis for the
Board’s action) (the “Notice”) and, within thirty (30) days after the date of the Notice,
an opportunity for Executive to appear before the Board with counsel to respond and/or, at
Executive’s option, to present to the Board a written response to the Notice (the
opportunity to appear with counsel and/or provide a written response within thirty (30)
days of the date of the Notice is hereafter referred to as a “Hearing”), the Board may
terminate all such remaining payments and benefits but only if, after due consideration of
Executive’s appearance and/or written response to the Notice, a majority of the Board
(excluding any directors who have been recused from such determination due to a conflict
of interest) specifically determines that the acts or omissions specified in the Notice
occurred and that such acts or omissions constitute a breach of this Agreement, which
determination shall not be unreasonably delayed.




     (ii) In the case of a breach of any of Section 15(a), Section 15(b) or Section 15(c)
of this Agreement, in addition to the remedies provided for in Section 17(a)(i), the
Company may obtain reimbursement from the Executive of all payments by the Company already
provided pursuant to Section 5 or Section 6 of this Agreement, plus any expenses, fees and
damages incurred as a result of the breach; provided that the Board gives Executive Notice
(that provides detail as to the contractual and factual basis for the alleged breach of
Section 15(a), 15(b) or 15(c)) and a Hearing and after due consideration of Executive’s
appearance and/or written response, a majority of the Board specifically determines that
the acts or omissions that gave rise to the alleged breach actually occurred as described
in the Notice and that such acts or omissions constitute a breach of Section 15(a), 15(b)
or 15(c), as applicable.



          (b) In the event that the Company issues restated or reclassified annual financial statements
after the Executive’s Termination Date that reflect a reduction in previously published financial
results and such restatement or reclassification is attributable, in whole or in material part,
directly or indirectly, to the malfeasance or gross negligence of the Executive, the Company may,
at its sole option, immediately suspend payment or provision of all remaining payments and benefits
described in Section 5 or Section 6 of this Agreement, and terminate all remaining payments and
benefits described in Section 5 or Section 6 of this Agreement and obtain reimbursement from the
Executive of all payments by the Company already provided pursuant to Section 5 or Section 6 of
this Agreement; provided that the Board provides Executive Notice (that provides detail as to the
contractual and factual basis for the suspension of payments and benefits by the Company and, if
applicable, for the claim for reimbursement of previously paid amounts) and a Hearing, and that a
majority of the Board (excluding any directors who have been recused from such determination due to
a conflict of interest) specifically determines, after due consideration of Executive’s appearance
and/or written response to the Notice, that the acts or omissions specified in the Notice occurred
and that such acts or omissions constitute malfeasance or gross negligence of the Executive with
respect to which the issuance of such restated or reclassified annual financial statements is
attributable, in whole or material part, which determination shall not be unreasonably delayed. In
the event that the Company issues restated or reclassified annual financial statements, regardless
of whether before or after the Executive’s Termination Date, that reflect a reduction in previously
published financial results as a result of misconduct and the previously published financial
results provided the basis for any previously paid incentive compensation, the Company may, at its
sole option, obtain reimbursement from the Executive of all payments by the Company to the extent
such payments would not have been made based upon the restated or reclassified financial
statements.


If the Company suspends or terminates Executive’s payments or benefits or seeks reimbursement under
this Section 17, the remainder of this Agreement, and all promises and covenants herein, will
nonetheless remain in full force and effect. Notwithstanding anything herein to the contrary, any
payments or benefits suspended will immediately be reinstated, no benefits or payments will be
terminated and any effort to obtain reimbursement will be halted within five (5) days of the
applicable Board
determination described in this Section 17 under which the Board determines that there is no basis
for the suspension, termination or repayment of such benefits or payments pursuant hereto.




     18. Continued Availability and Cooperation.



          (a) Following any Termination Date, the Executive shall cooperate fully with the Company and
with the Company’s counsel in connection with any present and future actual or threatened
litigation or administrative proceeding involving the Company that relates to events, occurrences
or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment
by the Company. This cooperation by the Executive shall include, but not be limited to:




          (i) making himself reasonably available for interviews and discussions with the
Company’s counsel as well as for depositions and trial testimony;



- 14 -









 






          (ii) if depositions or trial testimony are to occur, making himself reasonably
available and cooperating in the preparation therefore as and to the extent that the
Company or the Company’s counsel reasonably requests;




          (iii) refraining from impeding in any way the Company’s prosecution or defense of
such litigation or administrative proceeding; and




          (iv) cooperating fully in the development and presentation of the Company’s
prosecution or defense of such litigation or administrative proceeding.



          (b) In addition to the Executive’s obligations under this Section 18, during the Non-Compete
Period, the Executive shall make himself available for consultation with and advice to the Company
at times and for periods of time which are mutually agreeable to the Company and the Executive.



     19. Successors; Assignability.



          (a) By the Executive. Neither this Agreement nor any right, duty, obligation or
interest hereunder shall be assignable or delegable by the Executive without the Company’s prior
written consent; provided, however, that nothing in this Section 19(a) shall preclude the Executive
from designating any of his beneficiaries to receive any benefits payable hereunder upon his death,
or the executors, administrators, or other legal representatives, from assigning any rights
hereunder to the person or persons entitled thereto.



          (b) By the Company. The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to expressly assume and agree to perform this Agreement in
the same manner and to the same extent that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to obtain such assumption and agreement prior to
the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the
Executive to compensation from the Company in the same amount and on the same terms as the
Executive would be entitled to hereunder if the Executive had terminated his employment for Good
Reason subsequent to a Change in Control, except that for purposes of implementing the foregoing,
the date on which any such succession becomes effective shall be deemed the Termination Date.



     20. Employment Rights. Nothing expressed or implied in this Agreement shall create any
right or duty on the part of the Company or the Executive to have the Executive remain in the
employment of the Company at any time prior to a Change in Control; provided, however, that any
Termination of the Executive or the removal of the Executive from the office or position in the
Company following the commencement of any discussion with a third person that ultimately results in
a Change in Control shall be deemed to be a Termination of the Executive after a Change in Control
for purposes of this Agreement. The Executive expressly acknowledges that he is an employee at
will, and that the Company may terminate him at any time during the Term for any reason if the
Company makes the payments and provides the benefits provided for under Section 5 or 6 of this
Agreement, and otherwise comply with its other continuing covenants in this Agreement, including
without limitation, Sections 4, 12 and 14.



     21. Withholding of Taxes. The Company may withhold from any amounts payable under this
Agreement all federal, state, city or other taxes as shall be required pursuant to any law or
government regulation or ruling.



     22. Severability. If the final determination of a court of competent jurisdiction
declares, after the expiration of the time within which judicial review (if permitted) of such
determination may be perfected, that any term or provision hereof is invalid or unenforceable, (a)
the remaining terms and provisions hereof shall be unimpaired and (b) the invalid or unenforceable
term or provision shall be replaced by a term or provision that is mutually agreeable to the
parties hereto and is valid and enforceable and that comes closest to expressing the intention of
the invalid or unenforceable term or provision. Notwithstanding the foregoing, the
invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement which shall nevertheless remain
in full force and effect.



     23. Amendment; Waiver. This Agreement may not be modified, amended or waived in any
manner except by an instrument in writing signed by both parties hereto. The waiver by either party
of compliance with any provision of this Agreement by the other party shall not operate or be
construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such
party of a provision of this Agreement.



     24. Effect of Section 409A of the Code. Notwithstanding anything to the contrary in
this Agreement, if the Company determines that any payments or taxable benefits to be provided to
the Executive pursuant to Sections 5 through 12 of this Agreement are or may become subject to the
additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed
under Section 409A (the “409A Taxes”) as applicable at the time such payments and benefits are
otherwise required under this Agreement unless payment is delayed for at least six (6) months
following the date of the Executive’s “separation from service” (as such term is defined under
Section 409A) with the Company, then:



- 15 -









 






     (a) (i) such payments shall be delayed until the date that is six months after the date
of the Executive’s “separation from service” (as such term is defined under Section 409A)
with the Company, or for shorter period of time that the Company determines is sufficient to
avoid the imposition of the 409A Taxes (the “Payments Delay Period”), and (ii) such payments
shall be increased by an amount equal to interest on such payments for the Payments Delay
Period at a rate equal to the prime rate in effect as of the date the payment was first due
(for this purpose, the prime rate will be based on the rate published from time to time in
the Wall Street Journal) (the “Interest Rate”); and




     (b) (i) with respect to the provision of such taxable benefits, for a period of six
months following the date of the Executive’s “separation from service” (as such term is
defined under Section 409A) with the Company, or for shorter period of time that the Company
determines is sufficient to avoid the imposition of the 409A Taxes (the “Benefits Delay
Period”), the Executive shall be responsible for the full cost of providing such taxable
benefits, and (ii) on the first day following the Benefits Delay Period, the Company shall
reimburse the Executive for the costs of providing such benefits imposed on the Executive
during the Benefits Delay Period, plus interest accrued at the Interest Rate.



     25. Governing Law. All matters affecting this Agreement, including the validity
thereof, are to be governed by, interpreted and construed in accordance with the substantive laws
of the State of Ohio, without giving effect to the principles of conflict of laws of such State.



     26. Arbitration. The parties hereto shall endeavor to settle all disputes by amicable
negotiations. Any claim, dispute, disagreement or controversy that arises among the parties
relating to this Agreement (excluding enforcement by the Company of its rights under the Section
15) that is not amicably settled shall be resolved by arbitration with respect to any claims as to
which arbitration is not prohibited by applicable federal or state law. Such arbitration shall be
conducted, as follows:



          (a) An arbitration may be commenced by any party to this Agreement by the service of a written
request for arbitration upon the other affected party(ies). Such request for arbitration shall
summarize the controversy or claim to be arbitrated.



          (b) Any such arbitration shall be heard in the State of Ohio, before a panel consisting of one
(1) to three (3) arbitrators, each of whom shall be impartial. Except as the parties may otherwise
agree, an arbitrator shall be selected in the first instance by those members of the Board who are
neither members of the Committee nor employees of the Company. If there are no such members of the
Board, an arbitrator shall be selected by the full Board. The Executive may request that additional
arbitrators be appointed, which arbitrator(s) shall be named by the appropriate official in the
Cincinnati, Ohio office of the American Arbitration Association or, in the event of his or her
unavailability by reason of disqualification or otherwise, by the appropriate official in the New
York City office of the American Arbitration Association. In determining the number and appropriate
background of any additional arbitrators, the appointing authority shall give due consideration to
the issues to be resolved, but his or her decision as to the number of arbitrators and their
identity shall be final. Any arbitrator shall be an individual who is an attorney licensed to
practice law in the State of Ohio. Such arbitrator shall be neutral within the meaning of the
Commercial Rules of Dispute Resolution of the American Arbitration Association; provided, however,
that the arbitration shall not be administered by the American Arbitration Association. Any
challenge to the neutrality of an arbitrator shall be resolved by the arbitrator whose decision
shall be final and conclusive. The arbitration shall be administered and conducted by the
arbitrator(s) pursuant to the then-current employment dispute resolution rules of the American
Arbitration Association.



          (c) The parties hereby expressly waive punitive damages, and under no circumstances shall an
award contain any amount that in any way reflects punitive damages.



          (d) The decision of the arbitrator on the issue(s) presented for arbitration shall be final
and conclusive and may be enforced in any court of competent jurisdiction.



          (e) It is intended that controversies or claims submitted to arbitration under this Section 26
shall remain confidential, and to that end it is agreed by the parties that neither the facts
disclosed in the arbitration, the issues arbitrated, nor the views or opinions of any persons
concerning them, shall be disclosed to third persons at any time, except to the extent necessary to
enforce an award or judgment or as required by law or regulation, including the federal securities
laws and the regulations thereunder, in response to legal process or in connection with such
arbitration.



     27. Notices. Any notice hereunder by either party to the other shall be given in
writing by personal delivery or certified mail, return receipt requested. If addressed to
Executive, the notice shall be delivered or mailed to the Executive at his principal residence, or
to such other address as the Executive shall give notice in writing in accordance herewith. If
addressed to the Company, the notice shall be delivered or mailed to the Company at its executive
offices at 701 Lima Avenue, Findlay, Ohio 45840 to the attention of the Board. A notice shall be
deemed given, if by personal delivery, on the date of such delivery or, if by certified mail, on
the date shown on the applicable return receipt.



- 16 -









 





     28. Previous Agreements. This Agreement supersedes the all previous employment
agreements between the Executive and the Company, including, on or after January 1, 2009, the
Amended Employment Agreement, which shall be of no further force or effect on or after January 1,
2009; provided, however, that this Agreement shall not supersede or in any way limit the rights,
duties or obligations of the Employee or the Company under (i) the Plans, except that payments
pursuant to Section 5(a) or Section 6(b) shall be in lieu of any other cash severance pay provided
by the Company, or (ii) with respect to periods prior to January 1, 2009, the Amended Employment
Agreement. No agreements or representations, oral or otherwise, express or implied, with respect to
the subject matter hereof have been made by either party that are not expressly set forth in this
Agreement or, with respect to period prior to January 1, 2009, in the Amended Employment Agreement.



     29. Counterparts. This Agreement may be executed by either of the parties hereto in
counterpart, each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument.



     30. Headings. The headings of sections herein are included solely for convenience of
reference and shall not control the meaning or interpretation of any of the provisions of this
Agreement.



- 17 -









 





     IN WITNESS WHEREOF, the Company has caused the Agreement to be signed by an officer pursuant
to the authority of its Board, and the Executive has executed this Agreement, as of the day and
year first written above.



COOPER TIRE & RUBBER COMPANY




	 	 	 	 	 
	/s/ Roy V. Armes	 	 
	 	 	 
	By:

	 	Roy V. Armes
 

	 	 
	Title: Chairman and CEO	 	 
	 
	 	 	 	 
	/s/ Philip G. Weaver	 	 
	 	 	 
	By: Philip G. Weaver, Executive	 	 






- 18 -









 





ANNEX A




Form of Release




               WHEREAS, there has been a Termination (as such term is defined in the Amended and Restated
2009 Employment Agreement (the “Agreement”) made and entered into on ___ ___, 2008
between the undersigned (the “Executive”) and COOPER TIRE & RUBBER COMPANY (“Cooper”), of the
Executive’s employment from Cooper; and



               WHEREAS, the Executive is required to sign this Release in order to receive the severance
benefits as described in Section 5, Section 6 and Section 12 of the Agreement.



               NOW THEREFORE, in consideration of the promises and agreements contained herein and other good
and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and
intending to be legally bound, the Executive agrees as follows:



     1. This Release is effective on the date hereof and will continue in effect as provided
herein.



     2. In consideration of the payments to be made and the benefits to be received by the
Executive pursuant to Section 5, Section 6 and Section 12 of the Agreement, which the Executive
acknowledges are in addition to payments and benefits which the Executive would be entitled to
receive absent the Agreement, the Executive, for himself and his dependents, successors, assigns,
heirs, executors and administrators (and his and their legal representatives of every kind), hereby
releases, dismisses, remises and forever discharges its predecessors, parents, subsidiaries,
divisions, related or affiliated companies, officers, directors, stockholders, members, employees,
heirs, successors, assigns, representatives, agents and counsel (the “Company”) from any and all
arbitrations, claims, including claims for attorney’s fees, demands, damages, suits, proceedings,
actions and/or causes of action of any kind and every description, whether known or unknown, which
the Executive now has or may have had for, upon, or by reason of any cause whatsoever (“claims”),
against the Company, including but not limited to:



               (a) any and all claims arising out of or relating to the Executive’s employment by or service
with the Company and his termination from the Company;



               (b) any and all claims of discrimination, including but not limited to claims of
discrimination on the basis of sex, race, age, national origin, marital status, religion or
handicap, including, specifically, but without limiting the generality of the foregoing, any claims
under the Age Discrimination in Employment Act, as amended, Title VII of the Civil Rights Act of
1964, as amended, the Americans with Disabilities Act, Ohio Revised Code Section 4101.17 and Ohio
Revised Code Chapter 4112, including Sections 4112.02 and 4112.99 thereof, and any other applicable
state statutes and regulations; and



               (c) any and all claims of wrongful or unjust discharge or breach of any contract or promise,
express or implied;


provided, however, that the foregoing shall not apply to claims to enforce rights
that the Executive may have as of the date hereof or in the future under any of Cooper’s health,
welfare, retirement, pension or incentive plans, under any indemnification agreement between the
Executive and Cooper, under Cooper’s indemnification by-laws, under the directors’ and officers’
liability coverage maintained by Cooper, under the applicable provisions of the Delaware General
Corporation Law, or that the Executive may have in the future under the Agreement or under this
Release.




     3. The Executive understands and acknowledges that the Company does not admit any violation of
law, liability or invasion of any of his rights and that any such violation, liability or invasion
is expressly denied. The consideration provided for this Release is made for the purpose of
settling and extinguishing all claims and rights (and every other similar or dissimilar matter)
that the Executive ever had or now may have against the Company to the extent provided in this
Release. The Executive further agrees and acknowledges that no representations, promises or
inducements have been made by the Company other than as appear in the Agreement.



     4. The Executive further agrees and acknowledges that:



               (a) The release provided for herein releases claims to and including the date of this Release;



               (b) The Executive has been advised by the Company to consult with legal counsel prior to
executing this Release, has had an opportunity to consult with and to be advised by legal counsel
of his choice, fully understands the terms of this Release, and enters into this Release freely,
voluntarily and intending to be bound;



               (c) The Executive has been given a period of twenty-one (21) days to review and consider the
terms of this Release, prior to its execution and that he may use as much of the twenty-one (21)
day period as he desires; and



- 19 -









 





               (d) The Executive may, within 7 days after execution, revoke this Release. Revocation shall be
made by delivering a written notice of revocation to the General Counsel at Cooper. For such
revocation to be effective, written notice must be actually received by the General Counsel at
Cooper no later than the close of business on the 7th day after the Executive executes this
Release. If the Executive does exercise his right to revoke this Release, all of the terms and
conditions of the Release shall be of no force and effect and Cooper shall not have any obligation
to make further payments or provide benefits to the Executive as set forth in Section 5, Section 6,
and Section 12 of the Agreement.



     5. The Executive agrees that he will never file a lawsuit or other complaint asserting any
claim that is released in this Release.



     6. The Executive waives and releases any claim that he has or may have to reemployment after
the Termination Date as defined in the Agreement.


IN WITNESS WHEREOF, the Executive has executed and delivered this Release on the date set forth
below.




	 	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	 

	 	 	 	 	 	Philip G. Weaver	 	 






- 20 -