ex10-17.htm


    Exhibit
10.17

    


    


    December
18, 2008

    


    


    [NAME

    ADDRESS]

    


    Dear
_____________,

    


    Cameron
International Corporation (the “Company”) considers the establishment and
maintenance of a sound and vital management to be essential for the protection
and enhancement of the best interests of the Company and its
shareholders.  The Company recognizes that, as is the case with many
publicly-held corporations, the possibility of a Change of Control1  may arise and that such possibility,
and the uncertainty and questions which it may raise among management, may
result in the departure or distraction of management personnel to the detriment
of the Company and its shareholders.  Accordingly, the Board of
Directors of the Company (the “Board”) has determined that appropriate steps
should be taken to assure the Company of the continuation of your service and to
reinforce and encourage the attention and dedication of members of the Company’s
management to their assigned duties without distraction in circumstances arising
from the possibility of a Change of Control. In particular the Board believes it
important, should the Company or its shareholders receive a proposal for or
notice of a Change of Control, or consider one itself, that you be able to
assess and advise the Company whether such transaction would be or is in the
best interests of the Company and its shareholders, and to take such other
action regarding such transaction as the Board might determine to be
appropriate, without being influenced by the uncertainties of your own
situation.

     

    In order
to induce you to remain in the employ of the Company, this letter agreement (the
“Agreement”), prepared pursuant to authority granted by the Board, sets forth
the compensation and severance benefits which the Company agrees will be
provided to you should your employment with the Company be terminated in
connection with a Change of Control under the circumstances described below, as
well as certain other benefits which will be made available to you should you be
employed by the Company on the Effective Date of a Change of
Control.

     

    This
Agreement shall remain in full force and effect for as long as you remain in
your current position with the Company or any other position of equal or higher
grade which has historically made its holder eligible for a Change of Control
Agreement; provided, however, that this Agreement shall terminate and cease to
be in full force and effect upon your giving notice of your intent to terminate
your employment with the Company for any reason other than Good Reason, whether
by Retirement, early retirement, or otherwise.  This Agreement supersedes any prior
agreement between you and the Company regarding the subject matter
hereof.

     

     

    
      

        

      

        
        1
Reference is made to Annex I hereto for definitions of certain terms used in
this Agreement, and such definitions are incorporated herein by such reference
with the same effect as if set forth herein.  Certain capitalized
terms used in this Agreement in connection with the description of various Plans
are defined in the respective Plans, but if any conflicts with a definition
herein contained, the latter shall prevail.

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1. Termination in Connection
with a Change of Control.

     

    (a) If there
is a termination of your employment with the Company either by the Company
without Cause or by you for Good Reason during the period between the Effective
Date of a Change of Control and two years following the Effective Date (the
“Effective Period”), and if such Effective Date occurs during the term of this
Agreement, you shall be entitled to the following benefits, whether or not this
Agreement has been cancelled prior to the time of your termination:

     

    (i) all
benefits conferred upon you by the Severance Package, and

     

    (ii) in
addition, all benefits payable under the provisions either of the Company’s
employee and executive Plans in which you are a participant immediately prior to
the Effective Date, or of those plans in existence at the time of the applicable
Termination Date, whichever are more favorable to you, in accordance with the
terms and conditions of such Plans or plans, such benefits to be paid under such
Plans or plans and not under this Agreement.

     

    (b) Notwithstanding
the above, you shall not be entitled to any such benefits if your termination
results from your death or Disability, unless your death or
Disability occurs (i) during the Effective Period and (ii) with respect to the
benefits conferred by the Severance Package only, after either it has been
decided that you will be terminated without Cause during the Effective Period,
or you have given notice of termination for Good Reason during the Effective
Period.

     

    (c) You shall
not be required to mitigate the amount of any payment provided for in this
Agreement by seeking other employment, nor shall the amount of any payment
provided for in this Agreement be reduced by any compensation earned by you as
the result of your employment by another employer after the applicable
Termination Date.

     

    2. Procedures for
Termination.

     

    (a) If it is
intended that your employment be terminated by you for Good Reason you shall
transmit to the Company written notice setting forth the particulars upon which
you base your determination that Good Reason exists and, only if the stated
basis therefore is capable of being cured, requesting a cure within ten days.
Failing such a cure, a “final separation” shall then occur, and if such stated
basis is not capable of cure by the Company, “final separation” shall occur
simultaneously with delivery of such notice.  For purposes of this
Agreement, a “Termination Date” shall be deemed to have occurred upon the date
of such “final separation”.

     

    (b) If it is
intended that your employment be terminated by the Company, whether with Cause
or without Cause, a “Termination Date” shall be deemed to have occurred upon the
30th
day following the date of your receipt of written notice from the Company of
this determination, or upon the date specified in such notice, whichever is
later.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3. LTIP Benefit
Acceleration.  Immediately upon an applicable Termination Date,
all contingent compensation rights issued to you under the LTIP Plan which are
then (i) held by you, a member of your Immediate Family, or a partnership or
limited liability company the partners or shareholders of which are you and
members of your Immediate Family, and (ii) outstanding, shall become vested,
exercisable, distributable and unrestricted (any contrary provision in the LTIP
Plan notwithstanding), subject to the following provisions of this Section
3.  You shall have the right:

     

    (a) To (i)
exercise all or any portion of your options covered (including, at your sole
election, any associated Tandem SAR) by the LTIP Plan and to have the underlying
Shares issued to you and (ii) exercise all or any portion of any LTIP Plan
Freestanding SAR held by you, to the extent that such SAR is not non-qualified
deferred compensation under Code Section 409A.

     

    (b) To (i)
have issued to you on a non-forfeitable basis any or all Shares covered by
Restricted Stock Awards held by you under the LTIP Plan and (ii) have issued to
you any or all Performance Shares and/or Performance Units held by you in the
LTIP Plan, and such issuance shall occur within 10 days of the Termination
Date.

     

    (c) With
respect to all other contingent compensation rights to which you may be entitled
under the LTIP Plan which are not non-qualified deferred compensation within the
meaning of Code Section 409A, to obtain the full benefit of any such right or
rights, in each case as though all applicable Performance Targets had been met
or achieved at maximum levels for all Performance Periods (including those
extending beyond the Effective Date), all other LTIP Plan contingencies had been
satisfied in full at the Effective Date of the Change of Control, and the
maximum possible benefits thereunder had been earned at the Effective Date of
the Change of Control.

     

    (d) If you are not a “Specified Employee” within the meaning
of Code Section 409A, with respect to all other contingent compensation
rights to which you may be entitled under the LTIP Plan which are non-qualified
deferred compensation within the meaning of Code
Section 409A, to receive all such rights and benefits, payable in
accordance with the terms of the LTIP Plan without regard to any other vesting
or performance requirements therein/payable on the Termination Date.  If you are a “Specified
Employee” within the meaning of Code Section 409A as of your Termination Date,
and any benefit or amount described in this Section 3 is non-qualified deferred
compensation subject to Code Section 409A, then such amount shall,
notwithstanding the provisions of this Section 3, be paid on the earlier to
occur of (i) death or (ii) six months plus two days from your Termination
Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4. Excise
Tax.

     

    (a) Any other
provision of this Agreement to the contrary notwithstanding, if any payment in
the nature of compensation to be paid or provided to you under this Agreement or
otherwise is considered to be a “parachute payment” within the meaning of
Section 280G(b) of the Code, the Company shall pay to you an additional amount
(hereinafter referred to as the “Excise Tax Premium”).  The Excise Tax
Premium shall be equal to the excise tax determined under Code Section 4999
attributable to the total excess parachute payments received by you as
determined under Code Section 280G, together with any applicable interest or
penalties with respect thereto.  The Excise Tax Premium shall also
include any amount equal to the excise tax attributable to the Excise Tax
Premium (and, if applicable, interest and penalties thereon).  The
Company shall also pay to you an additional amount (the “Additional Amount”)
such that the net amount received by you, after paying any applicable excise
taxes (and, if applicable, interest and penalties thereon) with respect to your
excess parachute payments and the Excise Tax Premium, as well as any federal or
state income, excise or other tax (and, if applicable, interest and penalties
thereon) on such Additional Amount, shall be equal to the amount that you would
have received if no excise tax under Code Section 4999 were
applicable.  The Additional Amount shall include any amount
attributable to income, excise or other tax on the Additional
Amount.

     

    (b) Not later
than 30 days following any payment in the nature of compensation described in
this Agreement, the independent public accountants acting as auditors for the
Company on the date of the transaction constituting the change of control within
the meaning of Code Section 280G (or another accounting firm designated by you)
(the “Accounting Firm”) shall (i) determine whether the sum of the present value
of any “parachute payments” payable under this Agreement or otherwise and the
present value of any other “parachute payments” received by you in connection
with, relating to, or by reason of any such change of control is in excess of
the amount you can receive without causing you to be subject to an excise tax
with respect to such amount under Code Section 4999, (ii) shall determine the
amount of any Excise Tax Premium and Additional Amount required under Section
4(a) above, and (iii) shall furnish you with a written opinion as to such
determinations.  Any determinations by the Accounting Firm shall be
binding upon you and the Company.  All fees and expenses of the
Accounting Firm shall be borne solely by the Company.

     

    (c) The
Excise Tax Premium and Additional Amount shall be paid by the Company to you
within 10 days of the receipt of the Accounting Firm’s determinations made in
accordance with Section 4(b) above, but in no event later than the end of the
calendar year next following the calendar year in which you remit or the Company remits on your behalf the
applicable excise and other taxes, and shall be net of any amounts required to
be withheld for taxes.

     

    (d) For
purposes of this Section, “present value” means the value determined in
accordance with the principles of Section 1274(b)(2) of the Code under the rules
provided in Code Section 280G and the corresponding Treasury Regulations
thereunder.

     

    (e) To the
extent Code Section 280G is amended prior to the termination of this Agreement,
or is replaced by a successor statute, the provisions of this Section 4 shall be
deemed modified, without further action on the part of the parties, in a manner
consistent with such amendments or successor statutes, as the case may
be.  In the event that Code Section 280G or any successor statute is
repealed, this Section 4 shall cease to be effective on the effective date of
such repeal.  The parties recognize that Treasury Regulations under
Code Sections 280G and 4999 may affect the amount or amounts that may be paid
hereunder and agree that, upon the issuance of any such Regulations, this
Agreement may be modified as in good faith may be deemed necessary in light of
the provisions of such Regulations to achieve the purposes hereof, and that
consent to such modifications shall not be unreasonably withheld.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5. 409A Tax
Provision.  If any payment or benefit received or to be
received by you under this Agreement is determined to be “deferred compensation”
as that term is used in Code Section 409A and related Treasury Regulations and
Department of the Treasury guidance thereunder, with the effect that you are
liable for the payment of tax or interest imposed by reason of Code Section 409A
(the “409A Tax”), the Company will pay you an additional cash payment equal to
such tax and interest plus any federal, state and local income taxes, employment
taxes and any additional taxes, interest and penalties applicable to the payment
under this Section 5, payable not later than the
end of the calendar year in which you remit, or the Company remits on your
behalf, the 409A Tax.  If you become entitled to benefits under
the Agreement by reason of separation from service, you agree to a delay in the
payment of such amounts determined to be deferred compensation for a period of
six months and two business days following your separation from service with the
Company if the Company determines such delay is necessary to comply with Code
Section 409A.  This Agreement is
intended to comply with Code Section 409A and ambiguous provisions, if any,
shall be construed in a manner that is compliant with or exempt from the
application of Section 409A, as appropriate.  The parties agree
to amend the provisions of this Agreement or any other compensation arrangement
in any reasonable manner requested by the Executives or the Company to comply
with Code Section 409A and related Treasury Regulations and Department of the
Treasury guidance that would reduce or eliminate the 409A Tax.  This Agreement shall not be amended or termination in a
manner that would cause the Agreement or any amounts payable under the Agreement
to fail to comply with the requirements of Code Section 409A, and, further, the
provisions of any purported amendment that may reasonably be expected to result
in such non-compliance shall be of no force or effect with respect to the
Agreement.  For purposes of Code Section 409A, each payment under this
Agreement shall be deemed to be a separate payment. If any payment
to you is delayed by reason of this Section 5, unless such payment is otherwise
subject to adjustment to take into account earnings (or losses) attributable
thereto during the period of delay, when such payment is made you will also
receive from the Company interest on such payment, from the date the payment
would otherwise have been made to the date the payment is made, at the Prime
Rate of interest as reported in the Wall Street Journal, compounded monthly with
such interest rate being adjusted each month to track such Prime Rate of
interest, prospectively for the ensuing month.

     

    6. Dispute
Resolution.

     

    (a) It is
irrevocably agreed that if any dispute arises between us under this Agreement:
(i) exclusive jurisdiction shall be in the lowest Texas state court of general
jurisdiction sitting in Harris County, Texas; (ii) we are each at the time
present in Texas for the purpose of conferring personal jurisdiction; (iii) any
such action may be brought in such court, and any objection that the Company or
you may now or hereafter have to the venue of such action or proceeding in any
such court or that such action or proceeding was brought in an inconvenient
court is waived, and we each agree not to plead or claim the same; (iv) service
of process in any such proceeding or action may be effected by mailing a copy
thereof by registered or certified mail, return receipt requested (or any
substantially similar form of mail), postage prepaid, to such party at the
address provided in Section 9 hereof; and (v) prior to any trial on the merits,
we will submit to court supervised, non-binding mediation.

     

    (b) Notwithstanding
any contrary provision of Texas law, the Company shall have the burden of proof
with respect to any of the following: (i) that Cause existed at the time any
notice was given to you under Section 2; (ii) that Good Reason did not exist at
the time notice was given to the Company under Section 2; and (iii) that a
Change of Control has not occurred.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7. Successors; Binding
Agreement.

     

    (a) In the
event any Successor (as defined below) does not assume this Agreement by
operation of law the Company will seek to have such Successor, by agreement in
form and substance satisfactory to you, 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 there has been a Change of Control
prior to, or a Change of Control will result from, any such succession, then
failure of the Company to obtain at your request such agreement prior to or upon
the effectiveness of any such succession (unless assumption occurs as a matter
of law) shall constitute Good Reason for termination by you of your employment
and, upon delivery of your written notice of termination to the Company, you
shall be entitled to the benefits provided for in this Agreement as a result of
such termination.  “Successor” shall mean any Person that succeeds to,
or has the ability to control, the Company’s business as a whole, whether
directly by merger, consolidation, spin-off or similar transaction or indirectly
by purchase of the Company’s Voting Securities or acquisition of all or
substantially all of the assets of the Company.

     

    (b) This
Agreement shall inure to the benefit of and be enforceable by your personal and
legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.

     

    8. Fees and Expenses.
The Company shall pay all legal fees and expenses incurred by you as a result of
your seeking to interpret, obtain, assert or enforce any right or benefit
conferred upon you by this Agreement to the extent you are the prevailing
party.  Such payment shall be made on or
before the last day of the taxable year following the taxable year in which you
incurred the applicable legal fees and expenses.

     

    9. Notices.  Any
and all notices required or permitted to be given hereunder shall be in writing
and shall be deemed to have been given when delivered in person to the persons
specified below or deposited in the United States mail, certified or registered
mail, postage prepaid and addressed as follows:

     

                       


      
        	
                If
      to the Company:

              	
                Cameron
      International Corporation

              
	 
      	
                1333
      West Loop South, Suite 1700

              
	 
      	
                Houston,
      Texas 77027

              
	 
      	
                Attention:
      Chief Executive
Officer

              


      




    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    If to
you:                                [ADDRESS]

    


    


    Either
party may change, by the giving of notice in accordance with this Section 9, the
address to which notices are thereafter to be sent.

     

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

     

    11. Survival.  All
obligations undertaken and benefits conferred pursuant to this Agreement shall
survive any termination of your employment and continue until performed in
full.

     

    12. Miscellaneous.  No
provision of this Agreement may be modified, waived or discharged unless such
modification, waiver or discharge is agreed to in writing signed by you and the
Company. No waiver by either party hereto at any time of any breach by the other
party hereto of, or of compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which are not expressly set forth in this Agreement.  This
Agreement shall be governed in all respects, including as to validity,
interpretation, construction, performance and effect, by the internal laws of
the State of Texas without regard to choice of law principles.

     

    13. Duplicate
Originals.  This Agreement has been executed in duplicate
originals, with one to be held by each of the parties hereto.

     

    If this
Agreement correctly sets forth our understanding with respect to the subject
matter hereof, please sign and return one copy of this Agreement to the
Company.

     

                                                                    Sincerely,

                                                                    CAMERON
INTERNATIONAL CORPORATION

    


    


    


                                                                    By:_______________________________________

    


    


    


    Agreed to
as of the _____ day of 
______.                                                                          

    


    


    


                                                                    
           NAME

    


    



    
      
        
          


          


           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Annex
I to Agreement dated December 18, 2008

    between

    Cameron
International Corporation

    and

    [NAME]

    


    DEFINITION
OF

    CERTAIN
TERMS

    


    “Agreement” means the letter
agreement between R. Scott Amann and the Company dated December 18,
2008.

     

    “Bonus Plan” means for each
year, the Company’s Management Incentive Compensation Plan or any other Plan
adopted by the Board which provides for the payment of additional compensation
on an annual basis to senior executive officers contingent upon the Company’s
results of operations for that specific year, in either case as such Plan shall
be amended or modified to, but not on or after, any Effective Date.

     

    “Cause” means (i) your
conviction by a court of competent jurisdiction, from which conviction no
further appeal can be taken, of a felony-grade crime involving moral turpitude,
or (ii) your willful failure to perform substantially your duties with the
Company (other than a failure due to physical or mental illness) which is
materially and demonstrably injurious to the Company.   No act or
failure to act on your part shall be considered “willful” unless done, or
omitted to be done, by you in bad faith and without reasonable belief that your
action or omission was in, or not opposed to, the best interests of the
Company.

     

    “Change of Control” means the
earliest date at which:

     

    (i) any
Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing
20% or more of the combined voting power of the Company’s outstanding Voting
Securities, other than through the purchase of Voting Securities directly from
the Company through a private placement;

     

    (ii) individuals
who constitute the Board on the date hereof (the “Incumbent Board”) cease for
any reason to constitute at least a majority thereof, provided that any person
becoming a director subsequent to the date hereof whose election, or nomination
for election by the Company’s shareholders, was approved by a vote of at least
two-thirds of the directors comprising the Incumbent Board shall from and after
such election be deemed to be a member of the Incumbent Board;

     

    (iii) a merger
or consolidation involving the Company or its stock or an acquisition by the
Company, directly or indirectly or through one or more subsidiaries, of another
entity or its stock or assets in exchange for the stock of the Company, unless, immediately
following such transaction, 70% or more of the then outstanding Voting
Securities of the surviving or resulting corporation or entity will be (or is)
then beneficially owned, directly or indirectly, by the individuals and entities
who were the beneficial owners of the Company’s outstanding Voting Securities
immediately prior to such transaction (treating, for purposes of determining
whether the 70% continuity test is met, any ownership of the Voting Securities
of the surviving or resulting corporation or entity that results from a
stockholder’s ownership of the stock of, or other ownership interest in, the
corporation or other entity with which the Company is merged or consolidated as
not owned by persons who were beneficial owners of the Company’s outstanding
Voting Securities immediately prior to the transaction);

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

    (iv) any
transaction of the type described in part (iii) above, that would have qualified
as a “Change of Control” but for the fact that the consideration therefore is
part or all cash;

     

    (v) a tender
offer or exchange offer is made and consummated by a Person other than the
Company for the ownership of 20% or more of the Voting Securities of the Company
then outstanding; or

     

    (vi) all or
substantially all of the assets of the Company are sold or transferred to a
Person as to which (A) the Incumbent Board does not have authority (whether by
law or contract) to directly control the use or further disposition of such
assets and (B) the financial results of the Company and such Person are not
consolidated for financial reporting purposes.

     

    Anything
else in this definition to the contrary notwithstanding, no Change of Control
shall be deemed to have occurred by virtue of any transaction which results in
you, or a group of Persons which includes you, acquiring more than 20% of either
the combined voting power of the Company’s outstanding Voting Securities or the
Voting Securities of any other corporation or entity which acquires all or
substantially all of the assets of the Company, whether by way of merger,
consolidation, sale of such assets or otherwise.

     

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

     

    “Defined Benefit Plan” means
the Company’s Retirement Plan and Supplemental Excess Defined Benefit Plan, as
the same shall be amended or modified prior to, but not on or after, any
Effective Date.

     

    “Defined Contribution Plan”
means the Company’s Retirement Savings Plan and Supplemental Excess Defined
Contribution Plan, as the same shall be amended or modified prior to, but not on
or after, any Effective Date.

     

    “Disability” means your
continuing full-time absence from your duties with the Company for 180 days or
longer as a result of physical or mental incapacity.

     

    “Effective Date” means the
earliest date to occur of any of the following: (i) any of the events set forth
under the definition of Change of Control shall have occurred; (ii) the receipt
by the Company of a Schedule 13D stating the intention of any Person to take
actions which, if accomplished, would constitute a Change of Control; (iii) the
public announcement by any Person of its intention to take any such action, in
each case without regard for any contingency or condition which has not been
satisfied on such date; (iv) the agreement by the Company to enter into a
transaction which, if consummated, would result in a Change of Control; or (v)
consideration by the Board of a transaction which, if consummated, would result
in a Change of Control.

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

    If,
however, an Effective Date occurs but the proposed transaction to which it
relates ceases to be actively considered, the Effective Period will be deemed
not to have commenced for purposes of this Agreement.  If an Effective
Date occurs with respect to a proposed transaction which ceased to be actively
considered but for which active consideration is revived, the Effective Date
with respect to the Change of Control that ultimately occurs shall be that date
upon which consideration was revived and ultimately carried through to
consummation.

     

    “Effective Period” means the
period between the Effective Date of a Change of Control and two years following
the Effective Date.

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.

     

    “Good Reason” means any of the
following:

     

    (i)           a
change in your status, title(s) or position(s) with the Company, including as an
officer of the Company, which, in your reasonable judgment, does not represent a
promotion, with commensurate adjustment of compensation, from your status,
title(s) and position(s) immediately prior to the Effective Date; or the
assignment to you of any duties or responsibilities which, in your reasonable
judgment, are inconsistent with such status, title(s) or position(s); or the
withdrawal from you of any duties or responsibilities which in your reasonable
opinion are consistent with such status, title(s) or position(s); or any removal
of you from or any failure to reappoint or reelect you to such position(s);
provided that the circumstances described in this item (i) do not apply if as a
result of your death, Retirement, or Disability or following receipt by you of
written notice from the Company of the termination of your employment for
Cause;

     

    (ii)           a
reduction by the Company any time after the Effective Date in your then current
base salary;

     

    (iii)           the
failure by the Company to continue in effect any Plan in which you were
participating immediately prior to the Effective Date other than as a result of
the normal expiration or amendment of any such Plan in accordance with its
terms; or the taking of any action, or the failure to act, by the Company which
would adversely affect your continued participation in any such Plan on at least
as favorable a basis to you as is the case immediately prior to the Effective
Date or which would materially reduce your benefits under any such Plan or
deprive you of any material benefit enjoyed by you immediately prior to the
Effective Date, except with your express written consent;

     

    (iv)           the
relocation of the principal place of your employment to a location 25 miles
further from your principal residence without your express written
consent;

     

    (v)           the
failure by the Company upon a Change of Control to obtain the express assumption
of this Agreement by any Successor (other than by operation of
law);

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

    (vi)           any
refusal by the Company to continue to allow you to attend to or engage in
matters or activities not directly related to the business of the Company which
you attended to or were engaged in immediately prior to the Effective Date and
which do not otherwise violate your obligations of employment with the Company;
or

     

    (vii)           any
continuing material default by the Company in the performance of its obligations
under this Agreement, whether before or after a Change of Control.

     

    “LTIP Plan” means any of the
Company’s long-term incentive plans, including the 2005 Equity Incentive Plan,
as such plan may be amended, modified, or replaced, up to, but not on or after,
an Effective Date.

     

    “Market Value” means, when used
with respect to Shares or Voting Securities, the closing price thereof on the
New York Stock Exchange on the date for which the Market Value is to be
determined, or if not listed thereon, on such other exchange as shall at that
time constitute the principal exchange for trading the Shares or Voting
Securities.

     

    “Other Plans” means any
thrift, bonus or incentive, stock option or stock accumulation pension medical,
disability, accident or life insurance plan, program or policy of the Company
which is intended to benefit employees of the Company similarly situated to you
(other than the Bonus Plan, Defined Benefit Plan, Defined Contribution Plan, or
LTIP Plan).

     

    “Person” means any individual,
corporation, partnership, group, association or other “person,” as such term is
used in Sections 13(d) and 14(d) of the Exchange Act, other than the Company or
any Plans sponsored by the Company.

     

    “Perquisites” means individual
perquisite benefits received by you immediately prior to the Effective Date,
including, but not limited to, club membership dues and certain automobile
expenses.

     

    “Plans” means the Bonus Plan,
Defined Benefit Plan, Defined Contribution Plan, LTIP Plan, and Other
Plans.

     

     “Retirement” means termination
of your employment on the “normal retirement date” as set forth in the Defined
Benefit Plan.

     

    “Severance Package” means your
right to receive, and the Company’s obligation to pay and/or perform, the
following:

     

           


      
        	 	
                (a)

              	
                the
      Company shall pay to you, on the date six months, two days after the
      applicable Termination Date, a lump sum cash amount equal to the sum of
      (i) three times the highest annual rate of base salary in effect during
      the current year or any of the three years preceding the Termination Date,
      and (ii) three times the greater of (A) the target award you would have
      been eligible to receive under the Bonus Plan in respect of the current
      year, regardless of any limitations otherwise applicable to the Bonus Plan
      (i.e., the
      failure to have completed any vesting period or the current measurement
      period, or the failure to achieve any performance goal applicable to all
      or any portion of the measurement period) or (B) the largest award earned
      (whether or not paid) under the Bonus Plan in respect of any of the three
      years preceding the Termination
Date;

              


      

      
         

      

      
        	 	
                (b)

              	
                in
      addition to any vested portion of your interest in the Defined
      Contribution Plan to which you are entitled on the applicable Termination
      Date under that Plan, the Company shall pay to you, on the date six
      months, two days after the Termination Date, an amount in cash equal to
      the unvested portion of the Company’s contributions to your account, which
      unvested portion shall be valued as of the Termination Date at Market
      Value;

              


      

      


      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      

      
        	 	
                 (c)

              	
                in
      addition to any vested retirement benefits to which you are entitled under
      the Defined Benefit Plan on the applicable Termination Date, the Company
      shall pay to you, on the date six months, two days after the Termination
      Date, an amount in cash equal to the product of (i) a number equal to your
      years of life expectancy beyond age 65 determined in accordance with the
      actuarial assumptions utilized under the Defined Benefit Plan immediately
      prior to the Termination Date, times (ii) an amount equal to the
      difference between (A) the annual benefit to which you would have been
      entitled under the single life annuity method of distribution under the
      Defined Benefit Plan if you were fully vested thereunder (without regard
      to (I) whether you shall actually have completed the period of Vesting
      Service required to qualify for benefits under the Defined Benefit Plan,
      (II) any limitation on the amount used in the calculation of the annual
      benefit thereunder, (III) any offset thereunder for severance allowances
      payable thereunder, or (IV) any amendment to the Defined Benefit Plan made
      in connection with a Change of Control and on or prior to the Termination
      Date, which amendment adversely affects in any manner the computation of
      retirement benefits under such Plan) and had accumulated an additional
      three years of Vesting Service thereunder, and (B) the annual benefit, if
      any, to which you would be entitled under the single life annuity method
      of distribution under the Defined Benefit Plan as of the Termination Date;
      and

              


      

      


      
        	 	
                (d)

              	
                the
      Company shall pay to you, on the date six months, two days after the
      applicable Termination Date, an amount in cash equal to three times the
      average annual cost incurred by the Company, during the three calendar
      years preceding the calendar year in which the Termination Date occurs, as
      a result of your participation in all insured and self-insured employee
      welfare benefit Plans and Perquisites in which you were entitled to
      participate immediately prior to the Termination Date (or such fewer whole
      calendar years as you have so
participated).

              


      

      


      
        	 	
                (e)

              	
                Notwithstanding the foregoing provisions of the
      Severance Package, (i) if you are not a “Specified Employee” within the
      meaning of 409A of the Code as of your Termination Date, then the above
      provided benefits will be provided rather than six months and two days
      after the Termination Date, on the tenth day following the Termination
      Date and (ii) upon your death after the Termination Date any unpaid part
      of the Severance Package will be paid
  immediately.

              


      



    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

    Anything
else in this Agreement to the contrary notwithstanding, if (i) your employment
with the Company is terminated in connection with a Change of Control, (ii) you
are entitled to the Severance Package, and (iii) your Termination Date precedes
or occurs on the date of the closing of the transaction constituting a Change of
Control, then all amounts to which you are or shall become entitled to under
this Agreement, which are calculable as of such closing date, shall be
accelerated and become immediately due and payable contemporaneously with such
closing.

     

    “Shares” means shares of
Common Stock, $.01 par value, of the Company as of the date of this Agreement,
as the same shall be subsequently amended, modified or changed.

     

    “Termination Date” shall have
the meaning given it by Section 2 of the Agreement, provided that for purposes of the timing of any
payment of non-qualified deferred compensation under Code Section 409A,
“Termination Date” shall mean a “separation from service,” as defined in Section
1.409A-1(h) of the U.S. Treasury regulations has occurred.

     

    “Voting Securities” means,
with respect to any corporation or business enterprise, those securities which
under ordinary circumstances are entitled to vote for the election of directors
or others charged with comparable duties under applicable law.

     

     

     

     

     

     

    A-6