exv10w1






Exhibit 10.1




CHANGE OF CONTROL AGREEMENT




     This CHANGE OF CONTROL AGREEMENT by and between CLARCOR Inc., a Delaware corporation (the
“Corporation” or the “Company”), and NAME (the “Executive”) is dated as of
December 29, 2008.



W I T N E S S E T H




     WHEREAS, the Executive currently serves as Title of Name of Company and is entitled to certain
benefits in the event of a Change of Control (as defined below) upon the terms and conditions set
forth in that certain Employment Agreement between the Corporation and the Executive on
                                                             (the “Former Agreement”);



     WHEREAS, certain changes to the Former Agreement are necessary to comply with various
requirements under Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as
amended (“Code”); and



     WHEREAS the Compensation Committee of the Board of Directors of the Corporation (the
“Committee” and “Board”, respectively) and the Executive believe it to be in the
best interest of the Corporation and the Executive, respectively, to terminate the Former Agreement
and enter into the present Change of Control Agreement in lieu thereof;



     NOW, THEREFORE, it is mutually agreed as follows:



Factual Background




     The Corporation wishes to attract and retain well-qualified executive and key personnel and to
assure both itself and the Executive of continuity of management in the event of any actual or
threatened Change of Control (as defined in Section 2) of the Corporation. To achieve this purpose,
the Committee has approved this Agreement as being in the best interests of the Corporation and its
stockholders.



     1. Operation of Agreement. The “Effective Date of this Agreement” or
“Effective Date” shall be the date on which a Change of Control occurs.



     2. Change of Control. For the purpose of this Agreement, a “Change of Control”
shall mean:



          (a) The acquisition (other than from the Corporation) by any person, entity or “group,” within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), other than the Corporation or a wholly-owned subsidiary or any employee
benefit plan thereof, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 30% or more of either the then outstanding




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shares of common stock or the combined voting power of the Corporation’s then outstanding
voting securities entitled to vote generally in the election of directors; provided, however, no
Change of Control shall be deemed to have occurred for any acquisition by any corporation with
respect to which, following such acquisition, more than 60% of such corporation and the combined
voting power of the then outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned, directly or indirectly, by all
or substantially all of the individuals or entities who were the beneficial owners, respectively,
of the then outstanding shares of common stock or the combined voting power of the Corporation’s
then outstanding voting securities immediately prior to such acquisition in substantially the same
proportions as their ownership, immediately prior to such acquisition, of the Corporation’s then
outstanding common stock and then outstanding voting securities, as the case may be;




          (b) Individuals who, as of the date hereof, constitute the Board (as of the date hereof the
“Incumbent Board”) cease for any reason to constitute at least a majority of the Board,
provided that any person becoming a director subsequent to the date hereof whose election, or
nomination for election by the Corporation’s shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board (other than an election or nomination
of an individual whose initial assumption of office is in connection with an actual or threatened
election contest relating to the election of the Directors of the Corporation, as such terms arc
used in Rule 14a-l 1 of Regulation 14A promulgated under the Exchange Act) shall be, for purposes
of this Agreement, considered as though such person were a member of the Incumbent Board; or




          (c) Consummation of a reorganization, merger or consolidation, in each case, with respect to
which persons who were the stockholders of the Corporation immediately prior to such
reorganization, merger or consolidation do not, immediately thereafter, own more than 60% of the
combined voting power entitled to vote generally in the election of directors of the reorganized,
merged or consolidated corporation’s then outstanding voting securities, or




          (d) Approval by the stockholders of the Corporation of a liquidation or dissolution of the
Corporation or of the sale of all or substantially all of the assets of the Corporation.




     3. Employment.



          (a) The Corporation hereby agrees to continue the Executive in its employ, and the Executive
hereby agrees to remain in the employ of the Corporation, for the period commencing on the
Effective Date of this Agreement and ending on the earlier to occur of the third anniversary of
such date or the Executive’s normal retirement date under the Corporation’s retirement plans (the
“Employment Period”), to exercise such authority and perform such executive duties as are
commensurate with the authority being exercised and duties being performed by the Executive during
the 90-day period immediately prior to the Effective Date of this Agreement, which services shall
be performed at the location where the Executive was employed immediately prior to the Effective
Date of this Agreement. During the Employment Period, and excluding any periods of vacation and
sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention
and time during normal business hours to the




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business and affairs of the Corporation and, to the extent necessary to discharge the
responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best
efforts to perform faithfully and efficiently such responsibilities. During the Employment Period,
so long as such activities do not significantly interfere with the performance of the Executive’s
responsibilities as an employee of the Corporation in accordance with this Agreement, it shall not
be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable
boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational
institutions and (C) manage personal investments. It is expressly understood and agreed that to the
extent that any such activities have been conducted by the Executive prior to the Effective Date of
this Agreement, the continued conduct of such activities (or the conduct of activities similar in
nature and scope thereto) subsequent to the Effective Date of this Agreement shall not thereafter
be deemed to interfere with the performance of the Executive’s responsibilities to the Corporation.




          (b) The Executive and the Corporation acknowledge that, except as may otherwise be provided
under any other written agreement between the Executive and the Corporation, the employment of the
Executive by the Corporation is “at will” and, prior to the Effective Date of this Agreement and
except as otherwise provided herein, may be terminated by either the Executive or the Corporation
at any time. Moreover, except as provided in Section 5(b) below, if prior to the Effective Date of
this Agreement, (i) the Executive’s employment with the Corporation terminates or (ii) the
Executive ceases to be an officer of the Corporation, then the Executive shall have no further
rights under this Agreement.



     4. Compensation, Compensation Plans, Benefits and Perquisites. During the Employment
Period, the Executive shall be compensated as follows:



          (a) Executive shall receive an annual salary at a monthly rate at least equal to the highest
monthly base salary paid or payable to the Executive by the Corporation during the 36 calendar
months immediately prior to the Effective Date of this Agreement, with the opportunity for
increases, from time to time thereafter, which are in accordance with the Corporation’s regular
practices. Annual salary shall not be reduced after any such increase, and the term “salary” as
utilized in this Agreement shall refer to such annual salary as increased.




          (b) Executive shall be eligible to participate, at the highest target percentage rate or
target participation level in which he participated during any of the 36 months immediately prior
to the Effective Date, in the Corporation’s 2004 Incentive Plan, Annual Incentive Plan and other
bonus and incentive compensation plans (whether now or hereinafter in effect) in which he was
participating at any time during the 12 month period immediately prior to the Effective Date of
this Agreement.




          (c) Executive shall be entitled to receive, at no greater cost to the Executive than the cost
paid or payable by him immediately prior to the Effective Date of this Agreement, (i) at least the
same employee benefits and perquisites that he was receiving (or was authorized to receive but
elected not to receive), and (ii) to participate in any benefit or perquisite plan in which he was
participating (or in which he was authorized to participate but elected not to do so), in each case
at any time during the 12 month period immediately prior to the Effective Date of




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this Agreement. Upon the Effective Date of this Agreement and thereafter for the period
specified in Section 6(a)(iii) of this Agreement, the Corporation shall not (A) modify any benefit
or perquisite plan applicable to the Executive (notwithstanding any terms of such plan that
otherwise allows the same to be modified) unless such modification results in the Executive, at no
greater cost to him, receiving and/or being eligible to receive benefits and perquisites at least
equal to those provided to him prior to such modification, or (B) terminate any benefit or
perquisite plan applicable to the Executive (notwithstanding any terms of such plan that otherwise
allows the same to be terminated) unless the Corporation replaces the same with a plan under which
the Executive, at no greater cost to the Executive, receives and/or is eligible to receive benefits
and perquisites at least equal to those provided to him under the terminated plan.




     5. Termination.



          (a) The term “Termination” shall mean termination by the Corporation of the employment
of the Executive with the Corporation for any reason other than death, Disability or Cause (as
defined below), or resignation of the Executive upon the occurrence of any of the following events:





          (i) A material adverse reduction in the nature or scope of the Executive’s authority,
duties or responsibilities from those referred to in Section 3, as determined in good faith
by the Executive;




          (ii) A relocation of the Executive more than 35 miles from the Executive’s workplace,
or a relocation of the principal offices of the Executive’s workplace more than 35 miles
from the location Executive’s principal residence, in each case without the consent of the
Executive;




          (iii) A reduction in the compensation, compensation plans, benefits or perquisites from
those provided in Section 4, or the breach by the Corporation of any other provision of this
Agreement;




          (iv) The failure of any successor to the Corporation to assume this Agreement or a
material breach of the Agreement by the Corporation or its successors; or




          (v) A good-faith determination by the Executive that as a result of a Change of Control
and a change in circumstances thereafter significantly affecting his position, he is unable
to exercise the authorities, powers, function or duties attached to his position and
contemplated by Section 3 of the Agreement.



          (b) Notwithstanding anything in this Agreement to the contrary, if the Executive’s employment
is terminated within the period beginning 180 days prior to the first public announcement of an
intended Change of Control (or if none, then the date that is 180 days prior to the date the Change
of Control occurs) and ending on the date the Change of Control occurs, and Executive reasonably
demonstrates that such termination was at the request of a third party who has indicated an
intention or taken steps reasonably calculated to effect a Change of Control and who effectuates a
Change of Control, then for all purposes of this Agreement, a



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Termination shall be deemed to have occurred, and the date of the Change of Control shall be
deemed to mean the date immediately prior to the date of such termination of employment.




          (c) For purposes of this Section 5, any good-faith determination made by the Executive shall
be conclusive.




          (d) The term “Cause” means fraud, misappropriation or intentional material damage to
the property or business of the Corporation or commission of a felony.




          (e) For purposes of this Agreement, Executive shall be deemed to have a “Disability”
(and to be “Disabled”) if he has been determined by the Incumbent Board (as defined in
Section 2(b)) based on competent medical evidence, to have a physical or mental disability that
renders him incapable, after reasonable accommodation by the Corporation, of performing his duties
under this Agreement.




     6. Termination Payments.



          (a) In the event of a Termination of Executive during the Employment Period, and in addition
to paying the Executive any accrued and unpaid salary, benefits and vacation time, the Corporation
shall pay to the Executive and provide him with the following (the “Termination Payments”);





          (i) A lump-sum cash payment equal to three times the sum of (A) the Executive’s Base
Salary (as defined below) plus (B) the Executive’s Annual Bonus (as defined below);




          (ii) A pro-rata share of the Annual Bonus (as defined below) corresponding to the year
of termination, based on the number of days worked in the bonus period during the year in
which employment terminates;




          (iii) continued Benefits and Perquisites for the three-year period following the
Termination; and




          (iv) A lump-sum cash payment equal to the present value of the Additional Pension
Benefits (as defined below) the Executive would have received had the Executive remained
employed by the Corporation for an additional three years.



          (b) For purposes of this Agreement, the following terms shall be defined as follows:





               (i) “Base Salary” shall mean the amount in effect under Section 4(a)
immediately prior to the date of Termination;




               (ii) “Annual Bonus” shall mean the greater of (i) the Executive’s target bonus
for the fiscal year of Termination, or (ii) the mathematical average of the actual bonuses
that the Executive received or, if not paid to him, that he



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was entitled to receive, in respect of the three fiscal years prior to the year of
Termination; and




               (iii) “Benefits and Perquisites” shall mean the benefits and perquisites to
which the Executive was receiving or entitled to receive under Section 4(c), and subject to
the same restrictions regarding the modification and termination of benefits and perquisite
plans set forth therein, immediately prior to the date of Termination.




               (iv) “Additional Pension Benefits” shall mean a lump-sum cash amount equal to
the present value of the excess of (1) the actuarial equivalent of the benefit under the
Corporation’s Retirement Program if the Executive had continued to be employed and entitled
to age and service credit for eligibility and benefit purposes during the 36-month period
immediately following such termination (utilizing actuarial assumptions no less favorable to
the Executive than those in effect under the Corporation’s Retirement Program immediately
prior to the date of Termination), over (2) the aggregate benefit actually payable under the
Retirement Program and any successor retirement program of the Corporation. For purposes of
such calculation, the following assumptions shall apply: (1) that the Executive would
continue to he compensated during the 36-month period following termination at an annual
rate of compensation equal to that used to calculate the payments provided by Section
6(a)(i) above; (2) that the Executive is fully vested in the benefit payable under the
Retirement Program; and (3) that the aggregate benefit that would have been paid under the
Retirement Program is as of either the normal or early retirement date for which the
Executive would have qualified, if the Executive were still employed on that date, whichever
would produce the highest present value amount payable under this paragraph.




               (v) “Retirement Program” shall include the Corporation’s Pension Plan and
Supplemental Pension Plan.



          (c) In the event of Termination of the Executive during the Employment Period, and
notwithstanding the contrary provisions of any agreement signed in connection with the grant of any
options or restricted stock units (whether prior to or after the date of this Agreement), all
options and restricted stock units granted to the Executive outstanding immediately prior to the
Termination shall, to the extent not then vested, fully vest. All such stock options become
exercisable as of the date of the Termination, and Executive shall have the right to exercise any
such stock option until the earlier to occur of (i) one (1) year from the date of Termination and
(ii) the expiration date of such stock option as set forth in the agreement evidencing such option.




          (d) If benefits or service credits or the right to accrue further benefits or service credits
under any plan referred to in Section 4(b) or (c) shall not be payable or provided under such plan
to the Executive, or his dependents, beneficiaries and estate because he is no longer an employee
of the Corporation, the Corporation itself shall, to the extent necessary, pay or provide for
payment of such benefits and service credits for such benefits to the Executive, his dependents,
beneficiaries and estate.




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          (e) The Termination Payments payable under this Agreement shall be in lieu of and subject to
offset for any termination, severance or similar payments and benefits provided under any
employment agreement or severance plan or policy of the Corporation to which the Executive may be a
party or under which he maybe covered. Notwithstanding the foregoing and for the avoidance of
doubt, nothing in this Agreement shall affect or limit the Executive’s right to receive (i) payment
of any compensation or the issuance of any securities which the Executive deferred under any
deferred compensation plan of the Corporation, or (ii) any amounts due or belonging to the
Executive under any Retirement Program, Employee Stock Purchase Plan, 401(k) plan.




          (f) Unless otherwise required under Section 9(e) of this Agreement, all Termination Payments
shall be made within 30 days following the date of Termination.




     7. Additional Covenants.



          (a) There shall be no obligation on the part of the Corporation to provide any further
payments or benefits (other than benefits or payments already earned, accrued or paid) described in
Section 6 if, (i) during the Employment Period, the Executive shall be employed by or otherwise
engaged or be interested (other than as a passive owner of less than 1% of the outstanding
securities of a publicly-owned entity) in any business which directly competes with any business of
the Corporation or of any of its subsidiaries at such time and (ii) such employment or activity is
likely to cause, or causes, serious damage to the Corporation or any of its subsidiaries at such
time.




          (b) Executive covenants and agrees that during the Employment Period and for a 2 year period
thereafter, Executive shall not (i) directly or indirectly solicit or encourage any person to leave
his/her employment with the Corporation or assist in any way with the hiring of any employee of the
Corporation by any other business; and/or (ii) solicit business from or sell to, any of the
Corporation’s clients or customers or any other person, firm or corporation to whom the Corporation
has sold products or services where such solicitation or sale would involve the sale of products or
services competitive with those sold by the Corporation.




          (c) During and after the Employment Period, he shall retain in confidence any confidential
information known to him concerning the Corporation and its subsidiaries and their respective
businesses. The term confidential information does not include information that (i) is or becomes
generally available to the public other than as a result of a disclosure by the Executive; or (ii)
becomes available to the Executive on a non-confidential basis from a source other than the
Corporation provided that such source is not known by the Executive to be bound by a
confidentiality agreement or obligation with the Corporation or one of its representatives.
Notwithstanding the foregoing, a breach by the Executive of this Section 7(c) shall not be used to
set-off or delay amounts payable under this Agreement.




          (d) During the 90 days following the Termination of employment and provided that Company has
performed all obligations to have been performed during such time period and has acknowledged in
writing that it will continue such performance, Executive shall provide such assistance and
cooperation as the Corporation may reasonably require to transfer




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knowledge and otherwise assist in a transition of Executive’s responsibilities to one or more
other individuals designated by the Corporation, provided, however, that (i) all such
assistance and cooperation shall be provided at times that are mutually convenient to Executive and
the Corporation, (ii) Executive shall not be required to spend more than 20 hours in the aggregate
providing such assistance and cooperation (unless Executive otherwise agrees in writing to do so,
and then pursuant to the terms of such agreement); and (iii) the Corporation shall pay or reimburse
Executive for all out of pocket costs (travel, lodging, meals, etc.) associated with providing such
assistance and cooperation.




          (e) Following the Termination of employment, neither Corporation nor Executive shall disparage
the other in any verbal or written communication, and shall provide a statement regarding the
termination of their employment relationship only if necessary and any such statement shall be
limited to communicating that the parties have amicably terminated their employment relationship
pursuant to the terms of this Agreement. If Corporation is contacted by any third party seeking a
reference regarding Executive, then in addition to the foregoing statement, Corporation may confirm
only the period of time during which the Executive was employed by the Corporation and the capacity
or title under which he was so employed.




          (f) Executive acknowledges and agrees that irreparable harm would result from any breach or
threatened breach by Executive of the provisions of this Section 7, and monetary damages alone
would not provide adequate relief for any such breach. Accordingly, if Executive breaches such
provisions, injunctive relief in favor of the Corporation is proper without the necessity of the
Corporation posting bond. Moreover, any award of injunctive relief shall not preclude the
Corporation from seeking or recovering any lawful compensatory damages which may have resulted from
a breach of this Agreement, including a forfeiture of any payments not made and a return of any
payments already received.




          (g) The parties recognize the possibility that the Executive may execute in the future or may
have executed in the past other agreements with the Corporation or its affiliates, including in
connection with the awarding of stock options (“Additional Agreements”) that contain
restrictive covenants similar to those provided for in this Section 7. It is intended that the
Corporation and its affiliates at all times be afforded the broadest benefit and protection
possible under this Section 7 and the similar provisions of any Additional Agreements.
Consequently, Section 7 of this Agreement and the provisions of any Additional Agreements that
address similar subject matters shall be read together and their terms combined in the manner most
restrictive to the Executive and most protective to the Corporation and its affiliates. To the
extent that any such provisions of any Additional Agreement differ from, conflict with or are
inconsistent with any provisions of any other Additional Agreement or with this Section 7, the
provisions most restrictive to the Executive and most protective to the Corporation and its
affiliates shall control.




     8. No Obligation to Mitigate Damages. The Executive shall not be obligated to seek
other employment in mitigation of amounts payable or arrangements made under the provisions of this
Agreement, and the obtaining of any such other employment shall in no event effect any reduction of
the Corporation’s obligations under this Agreement. Notwithstanding the foregoing, in the event
that (i) Executive is in fact receiving (and not merely entitled or eligible



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to receive) medical benefits that are provided by another employer and that are equivalent to
or better for Executive and his dependents than those benefits then being provided by the
Corporation and (ii) Executive does not believe that he or any of his dependents is at risk of
losing or suffering a material reduction of such medical benefits within the next 18 months, he
shall so notify the Corporation and the Corporation may thereafter cease providing such benefits.




     9. Certain Additional Payments by the Corporation; Section 409A.



          (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be
determined that any payment or distribution by the Corporation 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, but determined without regard to any additional payments required under
this Section 9) (a “Payment”) is an excess parachute payment which would be subject to the
excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the
Executive with respect to such excise tax (such excise tax, together with any such interest and
penalties, are hereinafter collectively referred to as the “Excise Tax”), then the
Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) 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, without limitation, any income taxes (and any
interest and penalties imposed with respect thereto) and 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. Notwithstanding the foregoing or other provisions of this Section 9, in the event
that the amount of parachute payments paid or payable to Executive do not exceed Executive’s safe
harbor (determined pursuant to Section 280G of the Code) by at least ten percent (10%), then the
additional payment described in this Section 9 shall not be paid and the termination payments
payable to Executive hereunder shall be reduced such that no amounts paid or payable to Executive
hereunder shall be deemed to constitute parachute payments subject to excise tax under Section 4999
of the Code.




          (b) Subject to the provisions of Section 9(c), all determinations required to be made under
this Section 9, including whether and when a Gross-Up Payment or a reduction in the termination
payments required and the amount of such Gross-Up Payment or reduction and the assumptions to be
utilized in arriving at such determination, shall be made by a nationally recognized accounting
firm (the “Accounting Firm”) which shall provide detailed supporting calculations both to
the Corporation and the Executive within 30 business days of the receipt of notice from the
Executive that there has been a Payment, or such earlier time as is requested by the Corporation.
In the event that the Accounting Firm is serving as accountant or auditor for the individual,
entity or group effecting the Change of Control, the Executive shall appoint another nationally
recognized accounting firm to make the determinations required hereunder (which accounting firm
shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the
Accounting Firm shall be borne solely by the Corporation. Any Gross-Up Payment, as determined
pursuant to this Section 9, shall be paid by the Corporation to the Executive within five days of
the receipt of the Accounting Firm’s determination. If the Accounting Finn determines that no
Excise Tax is payable by the Executive (whether or not as a result of a reduction in the
termination payments), it shall furnish the Executive with a written opinion that failure to report
the Excise Tax on the Executive’s applicable federal income tax




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return would not result in the imposition of a negligence or similar penalty, which opinion
shall also include a detailed calculation of any reduction in the termination payments. Any
determination by the Accounting Firm shall be binding upon the Corporation and the Executive. As a
result of the uncertainty in the application of Section 4999 of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will
not have been made by the Corporation should have been made (“Underpayment”), consistent
with the calculations required to be made hereunder. In the event that the Corporation exhausts its
remedies pursuant to Section 9(e) 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 any such Underpayment shall be promptly paid by the Corporation to or for the benefit of the
Executive.




          (c) The Executive shall notify the Corporation in writing of any claim by the Internal Revenue
Service that, if successful, would require the payment by the Corporation of the Gross-Up Payment.
Such notification shall he given as soon as practicable but no later than ten business days after
the Executive is informed in writing of such claim and shall apprise the Corporation of the nature
of such claim and the date on which such claim is requested to be paid. The Executive shall not pay
such claim prior to the expiration of the 30-day period following the date on which it gives such
notice to the Corporation (or such shorter period ending on the date that any payment of taxes with
respect to such claim is due). If the Corporation notifies the Executive in writing prior to the
expiration of such period that it desires to contest such claim, the Executive shall:





          (i) give the Corporation any information reasonably requested by the Corporation
relating to such claim,




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




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




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


provided, however, that the Corporation shall bear and pay directly all costs and expenses
(including additional interest and penalties) incurred in connection with such contest and shall
indemnify and hold the Executive harmless, on an after-tax basis, for 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 limitation on the foregoing provisions of this Section
9(c), the Corporation shall control all proceedings taken in connection with such contest and, at
its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its sole option, either
direct the Executive to pay the tax claimed and sue for a refund or


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contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to
a determination before any administrative tribunal, in a court of initial jurisdiction and in one
or more appellate courts, as the Corporation shall determine; provided, however, that if the
Corporation directs the Executive to pay such claim and sue for a refund, the Corporation 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 tax
(including interest or penalties with respect thereto) imposed with respect to such advance or with
respect to any imputed income with respect to such advance; and further provided that any extension
of the statute of limitations relating to payment of taxes for the taxable year of the Executive
with respect to which such contested amount is claimed to be due is limited solely to such
contested amount. Furthermore, the Corporation’s control of the contest 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.




          (d) If, after the receipt by the Executive of an amount advanced by the Corporation pursuant
to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim,
the Executive shall (subject to the Corporation’s complying with the requirements of Section 9(e))
promptly pay to the Corporation the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto). If after the receipt by the Executive of an
amount advanced by the Corporation pursuant to Section 9(c), a determination is made that the
Executive shall not be entitled to any refund with respect to such claim and the Corporation does
not notify the Executive in writing of its intent to contest such denial of refund prior to the
expiration of 30 days after such determination, then such advance shall be forgiven and shall not
be required to be repaid and the amount of such advance shall offset, to the extent thereof, the
amount of Gross-Up Payment required to be paid.




          (e) Notwithstanding anything in this Agreement to the contrary, if any payments or benefits
due to the Executive hereunder would cause the application of an accelerated or additional tax
under Section 409A, such payments or benefits shall be restructured in a manner which does not
cause such an accelerated or additional tax. Without limiting the foregoing and notwithstanding
anything contained herein to the contrary, to the extent required in order to avoid accelerated
taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and
benefits that would otherwise be provided pursuant to this Agreement during the six-month period
immediately following the Executive’s separation from service shall instead be paid on the first
(1st ) business day after the date that is six (6) months following the Executive’s date
of Termination (or death, if earlier), with interest from the date such amounts would otherwise
have been paid at the short-term applicable federal rate, compounded semi-annually, as determined
under Section 1274 of the Code, for the month in which payment would have been made but for the
delay in payment required to avoid the imposition of an additional rate of tax on the Executive
under Section 409A. With respect to perquisites or other non-cash benefits (or any portions
thereof) that would otherwise cause an application of an accelerated or additional tax under
Section 409A if provided during the six (6) months following the Executive’s separation from
service, the Executive shall pay the costs of these perquisites or other non-cash benefits directly
(or pay the Corporation for the cost thereof) during such six (6) month period. On the first
(1st) business day after the date that is six (6) months following the Executive’s date
of Termination (or death, if earlier), the Corporation will




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reimburse the Executive any amounts so paid by the Executive for these perquisites or other
non-cash benefits, plus interest thereon at the short-term applicable federal rate, compounded
semi-annually, as determined under Section 1274 of the Code.




     10. Full Settlement. The Corporation’s obligation to make the payments provided for in
this Agreement and otherwise to perform its obligations hereunder shall not be affected by any
set-off counterclaim, recoupment, defense or other claim, right or action which the Corporation may
have against the Executive or others. The Corporation agrees to pay, to the full extent permitted
by law, all legal fees and expenses which the Executive may reasonably incur as a result of any
contest (regardless of the outcome thereof) by the Corporation, the Executive or others of the
validity or enforceability or liability under, any provision of this Agreement or any guarantee of
performance thereof (including as a result of any contest by the Executive about the amount of any
payment pursuant to this Agreement), plus in each case interest on any delayed payment at the
applicable Federal rate provided for in Section 7872(fl(2)(A) of the Code.



     11. Notices. Any notices, requests, demands and other communications provided for by
this Agreement shall be sufficient if in writing and if sent by registered or certified mail to the
Executive at the last address he has filed in writing with the Corporation or, in the case of the
Corporation, at its principal executive offices.



     12. Non-Alienation. The Executive shall not have any right to pledge, hypothecate,
anticipate or in any way create a lien upon any amounts provided under this Agreement; and no
benefits payable hereunder shall be assignable in anticipation of payment either by voluntary or
involuntary acts, or by operation of law, except by will or the laws of descent and distribution.



     13. Governing Law. The provisions of this Agreement shall be construed in accordance
with the laws of the State of Delaware without regard to any conflict of laws provision thereof.



     14. Amendment. This Agreement may be amended or canceled by mutual agreement of the
parties in writing without the consent of any other person, and, so long as the Executive lives, no
person, other than the parties hereto, shall have any rights under or interest in this Agreement or
the subject matter hereof.



     15. Arbitration. Any dispute or controversy between the Corporation and the Executive,
whether arising out of or relating to this Agreement, the breach of this Agreement, or otherwise,
shall be settled by arbitration administered in accordance with the Commercial Arbitration Rules of
the American Arbitration Association (“AAA”) then in effect, and judgment on the award
rendered by the arbitrator may be entered in any court having jurisdiction. Any arbitration shall
be held before a single arbitrator who shall be selected by the mutual agreement of the Corporation
and the Executive, unless the parties are unable to agree to an arbitrator, in which case, the
arbitrator will be selected by the then President of the Tennessee Bar Association. The arbitrator
shall have the authority to award any remedy or relief that a court of competent jurisdiction could
order or grant, including, without limitation, the issuance of an injunction. However, either party
may, without inconsistency with this arbitration provision, apply to any court having jurisdiction
over such dispute or controversy and seek interim



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provisional, injunctive or other equitable relief until the arbitration award is rendered or
the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this
arbitration provision or an award rendered hereunder, or to obtain interim relief or as required by
law, neither a party nor an arbitrator may disclose the existence, content or results of any
arbitration hereunder without the prior written consent of the Corporation and the Executive. The
Corporation and the Executive acknowledge that this Agreement evidences a transaction involving
interstate commerce. Notwithstanding any choice of law provision included in this Agreement the
United States Federal Arbitration Act shall govern the interpretation and enforcement of this
arbitration provision. The arbitration proceeding shall be conducted in Nashville, Tennessee or
such other location to which the parties may agree. The Corporation shall pay the costs of any
arbitrator appointed hereunder.




     16. Successors.



          (a) This Agreement is personal to the Executive and without the prior written consent of the
Corporation shall not be assignable by the Executive otherwise than by will or the laws of descent
and distribution. This Agreement shall inure to the benefit of and be enforceable by the
Executive’s legal representatives.




          (b) This Agreement shall inure to the benefit of and be binding upon the Corporation and its
successors and assigns.




          (c) The Corporation 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 Corporation to assume expressly and agree to perform this Agreement in the same manner and to
the same extent that the Corporation would be required to perform it if no such succession had
taken place. As used in this Agreement, “Corporation” shall mean the Corporation as
hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and
agrees to perform this Agreement by operation of law, or otherwise. Any failure by the Corporation
to comply with and satisfy this Section 16(c) shall constitute a Termination as provided in Section
5 of this Agreement, provided that such successor has received at least ten days’ prior written
notice from the Corporation or the Executive of the requirements of this Section 16(c).




     17. Severability. In the event that any provision or portion of this Agreement shall
he determined to be invalid or unenforceable for any reason, the remaining provisions of this
Agreement shall he unaffected thereby and shall remain in full force and effect.



     18. Former Agreement. This Agreement supersedes and replaces the Former Agreement in
its entirety and the Former Agreement is hereafter terminated and of no effect. Except as provided
in Section 7(g), this Agreement does not supersede or replace any other agreement between the
Executive and the Corporation.



[The remainder of this page has been left blank intentionally. Signature page follows.]




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IN WITNESS WHEREOF, the Executive has hereunto set his hand and pursuant to the authorization from
the Compensation Committee of its Board of Directors, the Corporation has caused these presents to
be executed in its name on its behalf and its corporate seal to be hereunto affixed and attested by
its Secretary, all as of the day and year first above written.




	 	 	 	 	 
	 

	 	 	 	 
	EMPLOYEE

	 	CLARCOR Inc.	 	 
	 
	 	 	 	 
	 
	 

	 	 	 	 
	Employee Name

	 	David J. Lindsay	 	 
	Title

	 	Vice President — Administration	 	 
	 
	 	 	 	 
	ATTEST:
	 	 	 	 
	 
	 
	 	 	 	 
	 

Richard M. Wolfson

	 	 	 	 
	Corporate Secretary
	 	 	 	 







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