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Exhibit 10.52  






  


Employment Agreement for David R. Carlucci



As amended and restated December 3, 2002 







 
 
 

IMS HEALTH, INC.    
  




Employment
Agreement for David R. Carlucci



As amended and restated December 3, 2002 






	 
	 	Page

	1. Employment	 	1
	2. Term	 	1
	3. Offices and Duties	 	1
	 	(a) Generally	 	1
	 	(b) Place of Employment	 	2
	4. Salary and Annual Incentive Compensation.	 	2
	 	(a) Base Salary	 	2
	 	(b) Annual Incentive Compensation	 	2
	5. Long-Term Compensation, Including Restricted Stock, Stock Options, Benefits, Deferred Compensation, and Expense Reimbursement	 	2
	 	(a) Executive Compensation Plans	 	2
	 	(b) Employee and Executive Benefit Plans	 	3
	 	(c) Acceleration of Awards Upon a Change in Control	 	4
	 	(d) Deferral of Compensation	 	4
	 	(e) Reimbursement of Expenses	 	4
	 	(f) Company Registration Obligations	 	4
	6. Termination Due to Retirement, Death, or Disability	 	5
	 	(a) Retirement	 	5
	 	(b) Death	 	5
	 	(c) Disability	 	6
	 	(d) Other Terms of Payment Following Retirement, Death, or Disability	 	7
	7. Termination of Employment For Reasons Other Than Retirement, Death, or Disability	 	7
	 	(a) Termination by the Company for Cause	 	7
	 	(b) Termination by Executive Other Than For Good Reason	 	7
	 	(c) Termination by the Company Without Cause Prior to a Change in Control	 	8
	 	(d) Termination by Executive for Good Reason Prior to a Change in Control	 	10
	 	(e) Termination by the Company Without Cause After a Change in Control	 	11
	 	(f) Termination by Executive for Good Reason After a Change in Control	 	13
	 	(g) Other Terms Relating to Certain Terminations of Employment	 	15
	8. Definitions Relating to Termination Events	 	15
	 	(a) "Cause"	 	15
	 	(b) "Change in Control"	 	16
	 	(c) "Compensation Accrued at Termination"	 	16
	 	(d) "Disability"	 	17
	 	(e) "Good Reason"	 	17
	 	(f) "Potential Change in Control"	 	18
	9. Rabbi Trust Obligation Upon Potential Change in Control; Excise Tax-Related Provisions	 	18
	 	(a) Rabbi Trust Funded Upon Potential Change in Control	 	18
	 	(b) Gross-up If Excise Tax Would Apply	 	18
	10. Non-Competition and Non-Disclosure; Executive Cooperation; Non-Disparagement	 	20





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	 	(a) Non-Competition	 	20
	 	(b) Non-Disclosure; Ownership of Work	 	21
	 	(c) Cooperation With Regard to Litigation	 	21
	 	(d) Non-Disparagement	 	21
	 	(e) Release of Employment Claims	 	21
	 	(f) Forfeiture of Outstanding Options	 	21
	 	(g) Survival	 	22
	11. Governing Law; Disputes; Arbitration	 	22
	 	(a) Governing Law	 	22
	 	(b) Reimbursement of Expenses in Enforcing Rights	 	22
	 	(c) Arbitration	 	22
	 	(d) Interest on Unpaid Amounts	 	23
	12. Miscellaneous	 	23
	 	(a) Integration	 	23
	 	(b) Successors; Transferability	 	23
	 	(c) Beneficiaries	 	24
	 	(d) Notices	 	24
	 	(e) Reformation	 	24
	 	(f) Headings	 	24
	 	(g) No General Waivers	 	24
	 	(h) No Obligation To Mitigate	 	24
	 	(i) Offsets; Withholding	 	24
	 	(j) Successors and Assigns	 	25
	 	(k) Counterparts	 	25
	 	(l) Due Authority and Execution	 	25
	 	(m) Representations of Executive	 	25
	13. Indemnification	 	25




iii







 
 

IMS HEALTH, INCORPORATED
  
    Employment Agreement for David R. Carlucci
  
    As amended and restated December 3, 2002    
  



        THIS EMPLOYMENT AGREEMENT by and between IMS HEALTH, INCORPORATED, a Delaware corporation (the "Company"), and David R. Carlucci ("Executive") shall become
effective as of October 7, 2002 (the "Effective Date"). 


W
I T N E S S E T H 


        WHEREAS,
the Company desires to employ Executive as President and Chief Operating Officer of the Company, and Executive desires to accept such employment on the terms and conditions
herein set forth. 


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



	1.
	Employment.




        The
Company hereby agrees to employ Executive as its President and Chief Operating Officer, and Executive hereby agrees to accept such employment and serve in such capacities, during the
Term as defined in Section 2 (subject to Section 7(c) and 7(e)) and upon the terms and conditions set forth in this Employment Agreement (the "Agreement"). 



	2.
	Term.




        The
term of employment of Executive under this Agreement (the "Term") shall be the period commencing on the Effective Date and ending on December 31, 2005 and any period of extension
thereof in accordance with this Section 2, except that the Term will end at a date, prior to the end of such period or extension thereof, specified in Section 6 or 7 in the event of termination of
Executive's employment. The Term, if not previously ended, shall be extended automatically without further action by either party by one additional year (added to the end of the Term) first on
December 31, 2005 (extending the Term to December 31, 2006) and on each succeeding December 31 thereafter, unless either party shall have served written notice in accordance with Section 12(d) upon
the other party on or within 90 days before the December 31 extension date electing not to extend the Term further as of that December 31 extension date, in which case employment shall terminate on
that December 31 and the Term shall end at that date, subject to earlier termination of employment and earlier termination of the Term in accordance with Section 6 or 7. The foregoing notwithstanding,
in the event there occurs a Potential Change in Control during the period of 180 days prior to the December 31 on which the Term will terminate as a result of notice given by Executive hereunder, the
Term shall be extended automatically at that December 31 by an additional period such that the Term will extend until the 180th day following such Potential Change in Control. 



	3.
	Offices and Duties.




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


        (a)  Generally.    Executive shall serve as the President and Chief Operating Officer of the Company. In any and all
such capacities, Executive shall report only to the Chairman and Chief Executive Officer of the Company. Executive shall have and perform such duties, responsibilities, and authorities as are
customary for the president and chief operating officer of a publicly held corporation of the size, type, and nature of the Company as they may exist from time to time and consistent with such
position and status. A job description is attached as Appendix A. Executive shall devote his full business time and attention, and his best efforts, abilities, experience, and talent, to the positions
of President and Chief Operating Officer and for the businesses of the Company without commitment to other business endeavors, except that Executive (i) may make personal investments which are not in
conflict with his duties to the Company and manage personal and family financial and legal affairs, (ii) 





 




undertake public speaking engagements, and (iii) serve as a director of (or similar position with) any other business or an educational, charitable, community, civic, religious, or similar type of
organization, with the approval of the Board of Directors of the Company (the "Board"), so long as such activities (i.e., those listed in clauses (i) through (iii)) do not preclude or render unlawful
Executive's employment or service to the Company or otherwise materially inhibit the performance of Executive's duties under this Agreement or impair the business of the Company or its subsidiaries. 


        (b)  Place of Employment.    Executive's principal place of employment shall be at the Company's principal executive
offices in Fairfield, Connecticut. 



	4.
	Salary and Annual Incentive Compensation.




        As
partial compensation for the services to be rendered hereunder by Executive, the Company agrees to pay to Executive during the Term the compensation set forth in this Section 4. 


        (a)  Base Salary.    The Company will pay to Executive during the Term a base salary the annual rate of which in
2002 and 2003 shall be $550,000, payable commencing at the beginning of the Term in accordance with the Company's usual payroll practices with respect to senior executives (except to the extent
deferred under Section 5(d)). Executive's annual base salary shall be reviewed by the Compensation and Benefits Committee of the Board (the "Committee") as of January 1 of each year of the Term,
beginning in 2004, and may be increased above, but may not be reduced below, the then-current rate of such base salary. For purposes of this Agreement, "Base Salary" means Executive's then-current
base salary. 


        (b)  Annual Incentive Compensation.    The Company will pay to Executive during the Term annual incentive
compensation which shall offer to Executive an opportunity to earn additional compensation based upon performance in amounts determined by the Committee in accordance with the applicable plan and
consistent with past practices of the Company; provided, however, that the annual target incentive opportunity shall be not less than $550,000 for achievement of target level performance, with the
nature of the performance and the levels of performance triggering payments of such annual target incentive compensation for each year to be established after consultation with Executive and
communicated to Executive during the first quarter of such year by the Committee provided that Executive shall receive annual incentive payments for 2002 and for 2003, attributable to the part of 2003
through the anniversary of the Effective Date, which, in the aggregate, are not less than $550,000 (with a matching award of Restricted Stock Units ("PERS") under the Performance-Based Restricted
Stock Program). In addition, the Committee (or the Board) may determine, in its discretion, to increase Executive's annual target incentive opportunity or provide an additional annual incentive
opportunity, in excess of the annual target incentive opportunity, payable for performance in excess of or in addition to the performance required for payment of the annual target incentive amount.
Any annual incentive compensation payable to Executive shall be paid in accordance with the Company's usual practices with respect to payment of incentive compensation to senior executives (except to
the extent deferred under Section 5(d)). 



	5.
	Long-Term Compensation, Including Restricted Stock, Stock Options, Benefits, Deferred Compensation, and Expense Reimbursement.




        (a)  Executive Compensation Plans.    Executive shall be entitled during the Term to participate, without
discrimination or duplication, in all executive compensation plans and programs intended for general participation by senior executives of the Company, as presently in effect or as they may be
modified or
added to by the Company from time to time, subject to the eligibility and other requirements of such plans and programs; provided that for purposes of eligibility and benefit participation levels
under any such programs hereafter adopted that are not tax-qualified or otherwise subject to nondiscrimination requirements under the Internal Revenue Code of 1986, as amended, Executive shall be
given full service credit for service with IBM Corporation ("Past Service Credit") 


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and, with respect to existing programs, Executive will be entitled to Past Service Credit as provided in Section 5(b). 


        In
furtherance of and not in limitation of the foregoing: 



	(i)
	The
Company shall grant Executive as of the Effective Date 100,000 Restricted Stock Units ("RSUs") pursuant to and subject to the terms of the Company's
Amended and Restated 1998 Stock Incentive Plan ("1998 Plan") (the "Initial RSU Grant"). The Initial RSU Grant shall vest as to one-half of the RSUs on each of the first two anniversaries of the
Effective Date (subject to accelerated vesting in accordance with other provisions of this Agreement).



	(ii)
	The
Company shall grant to Executive stock options (the "Initial Options") to acquire 250,000 common shares of the Company, par value $.01 per share
(the "Company Common Stock"). The Initial Options shall be granted as of the Effective Date under the 1998 Plan, shall have an exercise price per share equal to the Fair Market Value (as defined in
the 1998 Plan) of the Company Common Stock on the date of grant, shall vest and become fully exercisable as to one-third of the underlying shares on each of the first three anniversaries of the
Effective Date (subject to accelerated vesting in accordance with other provisions of this Agreement) and shall provide for an exercise period equal to (x) the remaining option term of ten years from
date of grant for so long as Executive remains employed, (y) upon Executive's termination of employment without Cause or for Good Reason, the shorter of the remaining option term or three years from
date of termination, and (z), upon other terminations of Executive's employment, in accordance with the terms of this Agreement and otherwise in accordance with the customary terms of options under
the 1998 Plan. 




        (b)  Employee and Executive Benefit Plans.    Executive shall be entitled during the Term to participate, without
discrimination or duplication, in all employee and executive benefit plans and programs of the Company, as presently in effect or as they may be modified or added to by the Company from time to time,
to the extent such plans are available to other senior executives or employees of the Company, subject to the eligibility and other requirements of such plans and programs, including without
limitation plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment
insurance, as well as savings, profit-sharing, and stock ownership plans, provided that such benefit plans and programs, in the aggregate, shall provide Executive with benefits and compensation
substantially no less favorable than those provided by the Company to Executive under such plans and programs as in effect on the Effective Date. Additionally, Executive shall be eligible to
participate in and receive benefits under the Company's Employee Protection Plan. 


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



	(i)
	Executive
will participate as President and Chief Operating Officer in all executive and employee vacation and time-off programs; provided that
Executive shall be entitled to a minimum of 25 vacation days annually; and



	(ii)
	Executive
will be entitled to retirement benefits substantially in accordance with the IMS Health Incorporated Supplemental Executive Retirement Plan
(the "SERP"), as in effect on the Effective Date; provided, however, that, the provisions of the SERP notwithstanding, (A) for vesting purposes under the SERP, Executive shall be credited with 26
years of "Service," based on his prior employment with IBM Corporation; (B) if Executive's employment terminates prior to the fifth (5th) anniversary of this Agreement, his "Average
Final Compensation" as determined under the SERP shall be determined taking into account Executive's "Compensation" (as defined in the SERP) with IBM Corporation for any 12-month period within the 60
months preceding such termination; (C) in place of the annual benefit formula in Section 3.1(b)(i) and 3.2(B)(i) of the SERP, Executive's Retirement Benefit 



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or
Deferred Vested Benefit shall be calculated as "8% of his Average Final Compensation multiplied by the number of his years of Service not in excess of five years, plus 1.6% of such Average Final
Compensation multiplied by the number of his years of Service over five but not in excess of 17, with an additional 0.8% for a partial year of Service completed at his 65th birthday";
and (D), in addition to the offsets specified in subsections (ii), (iii) and (iv) of Section 3.1(b) and 3.2(b) of the SERP, the Retirement Benefit or Deferred Vested Benefit payable under the SERP
shall be reduced by the amount of Executive's vested retirement benefits paid or payable to Executive under any qualified or non-qualified defined benefit pension plan maintained by IBM Corporation as
though such benefits were a "Basic Plan Benefit" for purposes of the SERP (and calculated in the form of an annual life annuity as provided for in Section (3) of the SERP). 





Any
provision to the contrary contained in this Agreement notwithstanding, unless Executive is terminated by the Company for "Cause" (as defined in Section 8(a)) or Executive terminates voluntarily
and not for "Good Reason" (as defined in Section 8(e)), Executive may elect continued participation after termination of employment in the Company's health and medical coverage for himself and his
spouse and dependent children after such coverage would otherwise end for his lifetime (under rules in effect at the Effective Date hereof); provided, however, that in the event of such election,
Executive shall pay the Company each year an amount equal to (i), during the first 18 months after termination (or other applicable period under COBRA), the then-current annual COBRA premium being
paid (or payable) by any other former employee of the Company, and (ii), thereafter, the annual amount payable in accordance with standard payment rates applicable to employees as of the Effective
date of this agreement except in each case as may be otherwise provided under Section 6 or 7. If Executive's age and years of service do not qualify him for full benefits under the Company's retiree
health benefits plan, Executive and his spouse and qualifying dependents shall be entitled to the same benefits as would have been provided if Executive's age and years of service had qualified for
full benefits under such plan. 


        (c)  Acceleration of Awards Upon a Change in Control.    In the event of a Change in Control (as defined in Section
8(b)), or as otherwise provided for hereunder, all outstanding stock options, restricted stock, RSUs and other equity-based awards granted to and held by Executive shall become vested and exercisable. 


        (d)  Deferral of Compensation.    If the Company has in effect or adopts any deferral program or arrangement
permitting executives to elect to defer any compensation, Executive will be eligible to participate in such program on terms no less favorable than the terms of participation of any other senior
executive officer of the Company. Any plan or program of the Company which provides benefits based on the level of salary, annual incentive, or other compensation of Executive shall, in determining
Executive's benefits, take into account the amount of salary, annual incentive, or other compensation prior to any reduction for voluntary contributions made by Executive under any deferral or similar
contributory plan or program of the Company, but shall not treat any payout or settlement under such a deferral or similar contributory plan or program to be additional salary, annual incentive, or
other compensation for purposes of determining such benefits, unless otherwise expressly provided under such plan or program. 



        (e)  Reimbursement of Expenses.    The Company will promptly reimburse Executive for all reasonable business
expenses and disbursements incurred by Executive in the performance of Executive's duties during the Term in accordance with the Company's reimbursement policies as in effect from time to time. 


        (f)    Company Registration Obligations.    The Company will use its best efforts to file with the Securities and
Exchange Commission and thereafter maintain the effectiveness of one or more registration statements registering under the Securities Act of 1933, as amended (the "1933 Act"), the 


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offer and sale of shares by the Company to Executive pursuant to stock options or other equity-based awards granted to Executive under Company plans or otherwise or, if shares are acquired by
Executive in a transaction not involving an offer or sale to Executive but resulting in the acquired shares being "restricted securities" for purposes of the 1933 Act, registering the reoffer and
resale of such shares by Executive. 



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




        (a)  Retirement.    Executive may elect to terminate employment hereunder by retirement at or after age 60 or at
such earlier age as may be approved by the Board (in either case, "Retirement"). At the time Executive's employment terminates due to Retirement, the Term will terminate, all obligations of the
Company and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the
Company will pay Executive, and Executive will be entitled to receive, the following: 



	(i)
	Executive's
Compensation Accrued at Termination (as defined in Section 8(c));



	(ii)
	In
lieu of any annual incentive compensation under Section 4(b) for the year in which Executive's employment terminated, an amount equal to annual
incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for that year if his employment had not terminated,
based on performance actually achieved in that year (determined by the Committee following completion of the performance year), multiplied by a fraction the numerator of which is the number of days
Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;



	(iii)
	The
vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and
programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof); and



	(iv)
	All
restricted stock and deferred stock awards, including outstanding PERS awards, all other long-term incentive awards, and all deferral arrangements
under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be
governed by such plan, as modified by this Agreement. 




        (b)  Death.    In the event of Executive's death which results in the termination of Executive's employment, the
Term will terminate, all obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after death, and
the Company will pay Executive's beneficiary or estate, and Executive's beneficiary or estate will be entitled to receive, the following: 



	(i)
	Executive's
Compensation Accrued at Termination;



	(ii)
	In
lieu of any annual incentive compensation under Section 4(b) for the year in which Executive's death occurred, an amount equal to the annual
incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for that year if his employment had not terminated,
based on performance actually achieved in that year (determined by the Committee following completion of the performance year), multiplied by a fraction the numerator of which is the number of days
Executive was employed in the year of his death and the denominator of which is the total number of days in the year of death; 



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	(iii)
	The
vesting and exercisability of stock options held by Executive at death and all other terms of such options shall be governed by the plans and
programs and the agreements and other documents pursuant to which such options were granted; and



	(iv)
	All
restricted stock and deferred stock awards, including outstanding PERS awards, all other long-term incentive awards, and all deferral arrangements
under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be
governed by such plan, as modified by this Agreement. 




        (c)  Disability.    The Company may terminate the employment of Executive hereunder due to the Disability (as
defined in Section 8(d)) of Executive. Such employment shall terminate at the expiration of the 30-day period referred to in the definition of Disability set forth in Section 8(d), unless Executive
has returned to service and presented to the Company a certificate of good health prior to such termination as specified in Section 8(d). Upon termination of employment, the Term will terminate, all
obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to
Disability, and the Company will pay Executive, and Executive will be entitled to receive, the following: 



	(i)
	Executive's
Compensation Accrued at Termination;



	(ii)
	In
lieu of any annual incentive compensation under Section 4(b) for the year in which Executive's employment terminated, an amount equal to the annual
incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for that year if his employment had not terminated,
based on performance actually achieved in that year (determined by the Committee following completion of the performance year), multiplied by a fraction the numerator of which is the number of days
Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;



	(iii)
	The
vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and
programs and the agreements and other documents pursuant to which such options were granted, as modified by this Agreement;



	(iv)
	Any
performance objectives upon which the earning of performance-based restricted stock and deferred stock awards and other long-term incentive awards
is conditioned shall be deemed to have been met at target level at the date of termination, and restricted stock and deferred stock awards, including outstanding PERS awards, and other long-term
incentive awards (to the extent then or previously earned, in the case of performance-based awards) shall become fully vested and non-forfeitable at the date of such termination, and, in other
respects, such awards shall be governed by the plans and programs and the agreements and other documents pursuant to which such awards were granted;



	(v)
	Disability
benefits shall be payable in accordance with the Company's plans, programs and policies (including the SERP) as modified by this Agreement,
and all deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral, provided that, if the Company's payment obligation (determined on a
monthly basis) pursuant to Section 7(c)(ii) hereof (the "Section 7(c)(ii) Payments") would have been greater than the monthly payments if Executive's termination of employment had been treated as a
termination by the Company without Cause, Executive shall be entitled to an additional monthly payment equal to the difference between the Section 7(c)(ii) Payments and the monthly payments due
Executive pursuant to this Section 6(c)(v), to the extent of such excess; and 



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	(vi)
	For
the period extending from the date of termination due to Disability until the date Executive reaches age 65, Executive shall continue to participate
in those employee and executive benefit plans and programs under Section 5(b) to the extent such plans and programs provide medical insurance, disability insurance and life insurance benefits (but not
other benefits, such as pension and retirement benefits, provided under Section 5(b)) in which Executive was participating immediately prior to termination, the terms of which allow Executive's
continued participation, as if Executive had continued in employment with the Company during such period or, if the terms of such plans or programs do not allow Executive's continued participation,
Executive shall be paid a cash payment equivalent on an after-tax basis to the value of the additional benefits (of the type described in this Section 6(c)(vi)) Executive would have received under
such plans or programs had Executive continued to be employed during such period following Executive's termination until age 65, with such benefits provided by the Company at the same times and in the
same manner as such benefits would have been provided to Executive under such plans and programs (it being understood that the value of any insurance-provided benefits will be based on the premium
cost to Executive, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating); provided, however, that Executive must continue to satisfy
the conditions set forth in Section 10 in order to continue receiving the benefits provided under this Section 6(c)(vi). 




        (d)  Other Terms of Payment Following Retirement, Death, or Disability.    Nothing in this Section 6 shall limit the
benefits payable or provided in the event Executive's employment terminates due to Retirement, death, or Disability under the terms of plans or programs of the Company more favorable to Executive (or
his beneficiaries) than the benefits payable or provided under this Section 6 (except in the case of annual incentives in lieu of which amounts are paid hereunder), including plans and programs
adopted after the date of this Agreement. Amounts payable under this Section 6 following Executive's termination of employment, other than those expressly payable following determination of
performance for the year of termination for purposes of annual incentive compensation or otherwise expressly payable on a deferred basis, will be paid as promptly as practicable after such termination
of employment. 



	7.
	Termination of Employment For Reasons Other Than Retirement, Death, or Disability.






        (a)  Termination by the Company for Cause.    The Company may terminate the employment of Executive hereunder for
Cause (as defined in Section 8(a)) at any time. At the time Executive's employment is terminated for Cause, the Term will terminate, all obligations of the Company and Executive under Sections 1
through 5 of this Agreement will immediately cease, and the Company will pay Executive, and Executive will be entitled to receive, the following: 



	(i)
	Executive's
Compensation Accrued at Termination (as defined in Section 8(c));



	(ii)
	All
stock options, restricted stock and deferred stock awards, including outstanding PERS awards, and all other long-term incentive awards will be
governed by the terms of the plans and programs under which the awards were granted, as modified by this Agreement; and



	(iii)
	All
deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral, and all rights under the
SERP and any other benefit plan shall be governed by such plan, as modified by this Agreement. 




        (b)  Termination by Executive Other Than For Good Reason.    Executive may terminate his employment hereunder
voluntarily for reasons other than Good Reason (as defined in Section 8(e)) at any time. An election by Executive not to extend the Term pursuant to Section 2 hereof shall be deemed to be a
termination of employment by Executive for reasons other than Good Reason at the date of expiration of the Term, unless a Change in Control (as defined in Section 8(b)) occurs prior to, 


7





 




and there exists Good Reason at, such date of expiration. At the time Executive's employment is terminated by Executive other than for Good Reason the Term will terminate, all obligations of the
Company and Executive under Sections 1 through 5 of this Agreement will immediately cease, and the Company will pay Executive, and Executive will be entitled to receive, the following: 



	(i)
	Executive's
Compensation Accrued at Termination;



	(ii)
	All
stock options, restricted stock and deferred stock awards, including outstanding PERS awards, and all other long-term incentive awards will be
governed by the terms of the plans and programs under which the awards were granted; and



	(iii)
	All
deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral, and all rights under the
SERP and any other benefit plan shall be governed by such plan, as modified by this Agreement. 




        (c)  Termination by the Company Without Cause Prior to a Change in Control.    The Company may terminate the
employment of Executive hereunder without Cause, if at the date of termination no Change in Control or a Potential Change in Control has occurred, upon at least 90 days' written notice to Executive.
The foregoing notwithstanding, the Company may elect, by written notice to Executive, to terminate Executive's positions specified in Sections 1 and 3 and all other obligations of Executive and the
Company under Section 3 at a date earlier than the expiration of such 90-day period, if so specified by the Company in the written notice, provided that Executive shall be treated as an employee of
the Company (without any assigned duties) for all other purposes of this Agreement, including for purposes of Sections 4 and 5, from such specified date until the expiration of such 90-day period. An
election by the Company not to extend the Term pursuant to Section 2 hereof shall be deemed to be a termination of Executive's employment by the Company without Cause at the date of expiration of the
Term and shall be subject to this Section 7(c) if at the date of such termination no Change in Control or a Potential Change in Control has occurred; provided, however, that, if Executive has attained
age 65 at such date of termination, such termination shall be deemed a Retirement of Executive. At the time Executive's employment is terminated by the Company (i.e., at the expiration of such notice
period), the Term will terminate, all remaining obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease (except as expressly provided below), and
the Company will pay Executive, and Executive will be entitled to receive, the following: 



	(i)
	Executive's
Compensation Accrued at Termination;



	(ii)
	Cash
in an aggregate amount equal to the sum of (1) two times the sum of (A) Executive's Base Salary under Section 4(a) immediately prior to termination
plus (B) an amount equal to the greater of (x) the Executive's annual target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in PERS or in other
non-cash awards) for the year of termination or (y) the Executive's annual incentive compensation that became payable in cash to Executive (i.e., excluding the portion payable in PERS or in other
non-cash awards) for the latest year preceding the year of termination based on performance actually achieved in that latest year (the sum of (A) and (B) being herein referred to as the "Cash
Compensation") and (2), if the remainder of the Term would have exceeded two years at the date of termination, an amount equal to the Cash Compensation multiplied by a fraction the numerator of which
is the number of days in the remaining Term in excess of 730 and the denominator of which is 365. The amount determined to be payable under this Section 7(c)(ii) shall be payable in monthly
installments over the 24 months following termination, without interest, except the Company may elect to accelerate payment of the remaining balance of such amount and to pay it as a lump sum, without
discount; 



8











  



	(iii)
	In
lieu of any annual incentive compensation under Section 4(b) for the year in which Executive's employment terminated, an amount equal to the annual
target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for the year of termination, multiplied by a fraction
the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;



	(iv)
	Stock
options held by Executive at termination, if not then vested and exercisable, will become fully vested and exercisable at the date of such
termination, and, in other respects (including the period following termination during which such options may be exercised), such options shall be governed by the plans and programs and the agreements
and other documents pursuant to which such options were granted;



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



	(vi)
	All
deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral and all rights under the
SERP and any other benefit plan shall be governed by such plan, as modified by this Agreement; and



	(vii)
	For
a period of two years after such termination (but not after Executive attains age 65), Executive shall continue to participate in those employee
and executive benefit plans and programs under Section 5(b) to the extent such plans and programs provide medical insurance, disability insurance and life insurance benefits (but not other benefits,
such as pension and retirement benefits, provided under Section 5(b)) in which Executive was participating immediately prior to termination, the terms of which allow Executive's continued
participation, as if Executive had continued in employment with the Company during such period; provided, however, that such participation shall terminate, or the benefits under such plans and
programs shall be reduced, if and to the extent Executive becomes covered (or is eligible to become covered) by plans of a subsequent employer or other entity to which Executive provides services
during such period providing comparable benefits. If the terms of the Company plans
and programs referred to in this Section 7(c)(vii) do not allow Executive's continued participation, Executive shall be paid a cash payment equivalent on an after-tax basis to the value of the
additional benefits described in this Section 7(c)(vii) Executive would have received under such plans or programs had Executive continued to be employed during such period, with such benefits
provided by the Company at the same times and in the same manner as such benefits would have been provided to Executive under such plans and programs (it being understood that the value of any
insurance-provided benefits will be based on the premium cost to Executive, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating);
provided, however, that Executive must continue to satisfy the conditions set forth in Section 10 in order to continue receiving the benefits provided under this Section 7(c)(vii). Executive agrees to
promptly notify the Company of any employment or other arrangement by which Executive provides services during the benefits-continuation period and of the nature and extent of benefits for which
Executive becomes eligible during such period which would reduce or terminate benefits under this Section 7(c)(vii); and the Company be entitled to recover from Executive any payments and the fair
market value of benefits previously made or provided to Executive 



9





 


hereunder
which would not have been paid under this Section 7(c)(vii) if the Company had received adequate prior notice as required by this sentence. 





        (d)    Termination by Executive for Good Reason Prior to a Change in Control.    Executive may terminate his
employment hereunder for Good Reason, prior to a Change in Control, upon 90 days' written notice to the Company; provided, however, that, if the Company has corrected the basis for such Good Reason
within 30 days after receipt of such notice, Executive may not terminate his employment for Good Reason with respect to the matters addressed in the written notice, and therefore Executive's notice of
termination will automatically become null and void. At the time Executive's employment is terminated by Executive for Good Reason (i.e., at the expiration of such notice period), the Term will
terminate, all obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease (except as expressly provided below), and the Company will pay Executive,
and Executive will be entitled to receive, the following: 



	(i)
	Executive's
Compensation Accrued at Termination;



	(ii)
	Cash
in an aggregate amount equal to the sum of (1) two times the sum of (A) Executive's Base Salary under Section 4(a) immediately prior to termination
plus (B) an amount equal to the greater of (x) Executive's annual target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in PERS or in other
non-cash awards) for the year of termination or (y) Executive's annual incentive compensation that became payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash
awards) for the latest year preceding the year of termination based on performance actually achieved in that latest year (the sum of (A) and (B) being herein referred to as the "Cash Compensation")
and (2), if the remainder of the Term would have exceeded two years at the date of termination, an amount equal to the Cash Compensation multiplied by a fraction the numerator of which is the number
of days in the remaining Term in excess of 730 and the denominator of which is 365. The amount determined to be payable under this Section 7(d)(ii) shall be payable in monthly installments over the 24
months following termination, without interest, except the Company may elect to accelerate payment of the remaining balance of such amount and to pay it as a lump sum, without discount;



	(iii)
	In
lieu of any annual incentive compensation under Section 4(b) for the year in which Executive's employment terminated, an amount equal to Executive's
annual target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for the year of termination, multiplied by a
fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;



	(iv)
	Stock
options held by Executive at termination, if not then vested and exercisable, will become fully vested and exercisable at the date of such
termination, and, in other respects (including the period following termination during which such options may be exercised), such options shall be governed by the plans and programs and the agreements
and other documents pursuant to which such options were granted;



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



10





 



	(vi)
	All
deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral and all rights under the
SERP and any other benefit plan shall be governed by such plan, as modified by this Agreement; and



	(vii)
	For
a period of two years after such termination (but not after Executive attains age 65), Executive shall continue to participate in those employee
and executive benefit plans and programs under Section 5(b) to the extent such plans and programs provide medical insurance, disability insurance and life insurance benefits (but not other benefits,
such as pension and retirement benefits, provided under Section 5(b)) in which Executive was participating immediately prior to termination, the terms of which allow Executive's continued
participation, as if Executive had continued in employment with the Company during such period; provided, however, that such participation shall terminate, or the benefits under such plans and
programs shall be reduced, if and to the extent Executive becomes covered (or is eligible to become covered) by plans of a subsequent employer or other entity to which Executive provides services
during such period providing comparable benefits. If the terms of the Company plans and programs referred to in this Section 7(d)(vii) do not allow Executive's continued participation, Executive shall
be paid a cash payment equivalent on an after-tax basis to the value of the additional benefits described in this Section 7(d)(vii) Executive would have received under such plans or programs had
Executive continued to be employed during such period, with such benefits provided by the
Company at the same times and in the same manner as such benefits would have been provided to Executive under such plans and programs (it being understood that the value of any insurance-provided
benefits will be based on the premium cost to Executive, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating); provided, however,
that Executive must continue to satisfy the conditions set forth in Section 10 in order to continue receiving the benefits provided under this Section 7(d)(vii). Executive agrees to promptly notify
the Company of any employment or other arrangement by which Executive provides services during the benefits-continuation period and of the nature and extent of benefits for which Executive becomes
eligible during such period which would reduce or terminate benefits under this Section 7(d)(vii); and the Company shall be entitled to recover from Executive any payments and the fair market value of
benefits previously made or provided to Executive hereunder which would not have been paid under this Section 7(d)(vii) if the Company had received adequate prior notice as required by this sentence. 




        If
any payment or benefit under this Section 7(d) is based on Base Salary or other level of compensation or benefits at the time of Executive's termination and if a reduction in such
Base Salary or other level of compensation or benefit was the basis for Executive's termination for Good Reason, then the Base Salary or other level of compensation in effect before such reduction
shall be used to calculate payments or benefits under this Section 7(d). 


        (e)    Termination by the Company Without Cause After a Change in Control.    The Company may terminate the employment
of Executive hereunder without Cause, simultaneously with or within 24 months following a Change in Control, upon at least 90 days' written notice to Executive. The foregoing notwithstanding, the
Company may elect, by written notice to Executive, to terminate Executive's positions specified in Sections 1 and 3 and all other obligations of Executive and the Company under Section 3 at a date
earlier than the expiration of such 90-day notice period, if so specified by the Company in the written notice, provided that Executive shall be treated as an employee of the Company (without any
assigned duties) for all other purposes of this Agreement, including for purposes of Sections 4 and 5, from such specified date until the expiration of such 90-day period. An election by the Company
not to extend the Term pursuant to Section 2 hereof shall be deemed to be a termination of Executive's employment by the Company without Cause at the date of expiration of the Term and shall be
subject to this Section 7(e) if the date of such termination coincides 


11





 




with or is after a Change in Control or Potential Change in Control; provided, however, that, if Executive has attained age 65 at such date of termination, such termination shall be deemed a
Retirement of Executive. At the time Executive's employment is terminated by the Company (i.e., at the expiration of such notice period), the Term will terminate, all remaining obligations of the
Company and Executive under Sections 1 through 5 of this Agreement will immediately cease (except as expressly provided below), and the Company will pay Executive, and Executive will be entitled to
receive, the following: 



	(i)
	Executive's
Compensation Accrued at Termination;



	(ii)
	Cash
in an aggregate amount equal to three times the sum of (A) Executive's Base Salary under Section 4(a) immediately prior to termination plus (B) an
amount equal to the greater of (x)
Executive's annual target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for the year of termination or (y)
Executive's annual incentive compensation that became payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for the latest year preceding the year of
termination based on performance actually achieved in that latest year. The amount determined to be payable under this Section 7(e)(ii) shall be paid by the Company not later than 15 days after
Executive's termination;



	(iii)
	In
lieu of any annual incentive compensation under Section 4(b) for the year in which Executive's employment terminated, an amount equal to Executive's
annual target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for the year of termination, multiplied by a
fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;



	(iv)
	Stock
options held by Executive at termination, if not then vested and exercisable, will become fully vested and exercisable at the date of such
termination, and any such options granted on or after the date hereof shall remain outstanding and exercisable until the stated expiration date of the Option as though Executive's employment did not
terminate, and, in other respects, such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted;



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



	(vi)
	All
deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral and all rights under the
SERP and any other benefit plan shall be governed by such plan, as modified by this Agreement; and



	(vii)
	For
a period of three years after such termination (but not after Executive attains age 65), Executive shall continue to participate in those employee
and executive benefit plans and programs under Section 5(b) to the extent such plans and programs provide medical insurance, disability insurance and life insurance benefits (but not other benefits,
such as pension and retirement benefits, provided under Section 5(b)) in which Executive was participating immediately prior to termination, the terms of which allow Executive's continued
participation, as if Executive had continued in employment with the Company during such 



12





 


period,
and on terms no less favorable than the terms applicable to Executive before the Change in Control; provided, however, that such participation shall terminate, or the benefits under such
plans and programs shall be reduced, if and to the extent Executive becomes covered (or is eligible to become covered) by plans of a subsequent employer or other entity to which Executive provides
services during such period providing comparable benefits. If the terms of the Company plans and programs referred to in this Section 7(e)(viii) do not allow Executive's continued participation,
Executive shall be paid a cash payment equivalent on an after-tax basis to the value of the additional benefits described in this Section 7(e)(viii) Executive would have received under such plans or
programs had Executive continued to be employed during such period, with such benefits provided by the Company at the same times and in the same manner as such benefits would have been provided to
Executive under such plans and programs (it being understood that the value of any insurance-provided benefits will be based on the premium cost to Executive, which shall not exceed the highest risk
premium charged by a carrier having an investment grade or better credit rating); provided, however, that Executive must continue to satisfy the conditions set forth in Section 10 in order to continue
receiving the benefits provided under this Section 7(e)(viii). Executive agrees to promptly notify the Company of any employment or other arrangement by which Executive provides services during the
benefits-continuation period and of the nature and extent of benefits for which Executive becomes eligible during such period which would reduce or terminate benefits under this Section 7(e)(viii);
and the Company shall be entitled to recover from Executive any payments and the fair market value of benefits previously made or provided to Executive hereunder which would not have been paid under
this Section 7(e)(viii) if the Company had received adequate prior notice as required by this sentence. 





        If
any payment or benefit under this Section 7(e) is based on Base Salary or other level of compensation or benefits at the time of Executive's termination and if the Company has
purported to reduce Base Salary or other level of compensation or benefits prior to such termination in a manner that would constitute Good Reason, then the Base Salary or other level of compensation
in effect before such reduction shall be used to calculate payments or benefits under this Section 7(e). 


        (f)    Termination by Executive for Good Reason After a Change in Control.    Executive may terminate his employment
hereunder for Good Reason, simultaneously with or within 24 months following a Change in Control, upon 90 days' written notice to the Company; provided, however, that, if the Company has corrected the
basis for such Good Reason within 30 days after receipt of such notice, Executive may not terminate his employment for Good Reason, and therefore Executive's notice of termination will automatically
become null and void. At the time Executive's employment is terminated by Executive for Good Reason (i.e., at the expiration of such notice period), the Term will terminate, all obligations of the
Company and Executive under Sections 1 through 5 of this Agreement will immediately cease (except as expressly provided below), and the Company will pay Executive, and Executive will be entitled to
receive, the following: 



	(i)
	Executive's
Compensation Accrued at Termination;



	(ii)
	Cash
in an aggregate amount equal to three times the sum of (A) Executive's Base Salary under Section 4(a) immediately prior to termination plus (B) an
amount equal to the greater of (x)
Executive's annual target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for the year of termination or (y)
Executive's annual incentive compensation that became payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for the latest year preceding the year of
termination based on performance actually achieved in that latest year. The amount determined to be payable under this Section 7(f)(ii) shall be paid by the Company not later than 15 days after
Executive's termination; 



13





 



	(iii)
	In
lieu of any annual incentive compensation under Section 4(b) for the year in which Executive's employment terminated, an amount equal to Executive's
annual target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in PERS or in other non-cash awards) for the year of termination, multiplied by a
fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;



	(iv)
	Stock
options held by Executive at termination, if not then vested and exercisable, will become fully vested and exercisable at the date of such
termination, and any such options granted on or after the date hereof shall remain outstanding and exercisable until the stated expiration date of the Option as though Executive's employment did not
terminate, and, in other respects, such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted;



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



	(vi)
	All
deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral and all rights under the
SERP and any other benefit plan shall be governed by such plan, as modified by this Agreement; and



	(vii)
	For
a period of three years after such termination (but not after Executive attains age 65), Executive shall continue to participate in those employee
and executive benefit plans and programs under Section 5(b) to the extent such plans and programs provide medical insurance, disability insurance and life insurance benefits (but not other benefits,
such as pension and retirement benefits, provided under Section 5(b)) in which Executive was participating immediately prior to termination, the
terms of which allow Executive's continued participation, as if Executive had continued in employment with the Company during such period, and on terms no less favorable than the terms applicable to
Executive before the Change in Control; provided, however, that such participation shall terminate, or the benefits under such plans and programs shall be reduced, if and to the extent Executive
becomes covered (or is eligible to become covered) by plans of a subsequent employer or other entity to which Executive provides services during such period providing comparable benefits. If the terms
of the Company plans and programs referred to in this Section 7(f)(viii) do not allow Executive's continued participation, Executive shall be paid a cash payment equivalent on an after-tax basis to
the value of the additional benefits described in this Section 7(f)(viii) Executive would have received under such plans or programs had Executive continued to be employed during such period, with
such benefits provided by the Company at the same times and in the same manner as such benefits would have been provided to Executive under such plans and programs (it being understood that the value
of any insurance-provided benefits will be based on the premium cost to Executive, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit
rating); provided, however, that Executive must continue to satisfy the conditions set forth in Section 10 in order to continue receiving the benefits provided under this Section 7(f)(viii). Executive
agrees to promptly notify the Company of any employment or other arrangement by which Executive provides services during the benefits-continuation period and of the nature and extent of benefits for
which Executive becomes eligible during such period which would reduce or 



14





 


terminate
benefits under this Section 7(f)(viii); and the Company shall be entitled to recover from Executive any payments and the fair market value of benefits previously made or provided to
Executive hereunder which would not have been paid under this Section 7(f)(viii) if the Company had received adequate prior notice as required by this sentence. 





        If
any payment or benefit under this Section 7(f) is based on Base Salary or other level of compensation or benefits at the time of Executive's termination and if a reduction in such
Base Salary or other level of compensation or benefits was the basis for Executive's termination for Good Reason or would otherwise constitute Good Reason, then the Base Salary or other level of
compensation in effect before such reduction shall be used to calculate payments or benefits under this Section 7(f). 


        (g)    Other Terms Relating to Certain Terminations of Employment.    Whether a termination is deemed to be at or
following a Change in Control or Potential Change in Control for purposes of Sections 7(c), (d), (e), or (f) is determined at the date of termination, regardless of whether the Change in Control had
occurred at the time a notice of termination was given. In the event Executive's employment terminates for any reason set forth in Section 7(b) through (f), Executive will be entitled to the benefit
of any terms of plans or agreements applicable to Executive which are more favorable than those specified in this Section 7 (except in the case of annual incentives in lieu of which amounts are paid
hereunder). Amounts payable under this Section 7 following Executive's termination of employment, other than those expressly payable on a deferred basis, will be paid as promptly as practicable after
such a termination of employment, and such amounts payable under Section 7(e) or 7(f) will be paid in no event later than 15 days after Executive's termination of employment unless not determinable
within such period. 



	8.
	Definitions Relating to Termination Events.




        (a)    "Cause".    For purposes of this Agreement, "Cause" shall mean Executive's 



	(i)
	willful
and continued failure to substantially perform his duties hereunder (other than any such failure resulting from incapacity due to physical or
mental illness or disability or any failure after the issuance of a notice of termination by Executive for Good Reason) which failure is demonstrably and materially damaging to the financial condition
or reputation of the Company and/or its subsidiaries, and which failure continues more than 48 hours after a written demand for substantial performance is delivered to Executive by the Board, which
demand specifically identifies the manner in which the Board believes that Executive has not substantially performed his duties hereunder and the demonstrable and material damage caused thereby; or



	(ii)
	the
willful engaging by Executive in misconduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. 




        No
act, or failure to act, on the part of Executive shall be deemed "willful" unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that his
action or omission was in the best interest of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been
delivered to Executive a copy of the resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board (after
reasonable notice to Executive and an opportunity for Executive, together with Executive's counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, Executive was
guilty of conduct set forth above in this definition and specifying the particulars thereof in detail. 


15





 



        (b)    "Change in Control".    For purposes of this Agreement, a "Change in Control" shall be deemed to have occurred
if, during the term of this Agreement: 



	(i)
	any
"Person," as such term is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other
than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company), 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 then-outstanding securities;



	(ii)
	during
any period of twenty-four months (not including any period prior to the effectiveness of this Agreement), individuals who at the beginning of
such period constitute the Board, and any new director (other than (A) a director nominated by a Person who has entered into an agreement with the Company to effect a transaction described in Sections
(8)(b)(i), (iii) or (iv) hereof, (B) a director nominated by any Person (including the Company) who publicly announces an intention to take or to consider taking actions (including, but not limited
to, an actual or threatened proxy contest) which if consummated would constitute a Change in Control or (C) a director nominated by any Person who is the Beneficial Owner, directly or indirectly, of
securities of the Company representing 10% or more of the combined voting power of the Company's securities) whose election by the Board or nomination for election by the Company's stockholders was
approved in advance by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election
was previously so approved, cease for any reason to constitute at least a majority thereof;



	(iii)
	the
stockholders of the Company approve any transaction or series of transactions under which the Company is merged or consolidated with any other
company, other than a merger or consolidation (A) which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity) more than 66 2/3% of the combined voting power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation and (B) after which no Person holds 20% or more of the combined voting power of the then-outstanding securities of the Company or such
surviving entity;



	(iv)
	the
stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all
or substantially all of the Company's assets; or



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




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



	(i)
	The
unpaid portion of annual base salary at the rate payable, in accordance with Section 4(a) hereof, at the date of Executive's termination of
employment, pro rated through such date of termination, payable in accordance with the Company's regular pay schedule;



	(ii)
	All
earned and unpaid and/or vested, nonforfeitable amounts owing or accrued at the date of Executive's termination of employment under any compensation
and benefit plans, programs, and arrangements set forth or referred to in Sections 4(b) and 5(a) and 5(b) hereof (including the guaranteed bonus and any earned and vested annual incentive compensation
and long- 



16





 


term
incentive award) in which Executive theretofore participated, payable in accordance with the terms and conditions of the plans, programs, and arrangements (and agreements and documents
thereunder) pursuant to which such compensation and benefits were granted or accrued; and 



	(iii)
	Reasonable
business expenses and disbursements incurred by Executive prior to Executive's termination of employment, to be reimbursed to Executive, as
authorized under Section 5(e), in accordance the Company's reimbursement policies as in effect at the date of such termination. 




        (d)    "Disability".    For purposes of this Agreement, "Disability" means Executive's absence from the full-time
performance of Executive's duties hereunder for six consecutive months as a result of his incapacity due to physical or mental illness or disability, and, within 30 days after written notice of
termination is thereafter given by the Company, Executive shall have not returned to the full-time performance of such duties. 



        (e)    "Good Reason".    For purposes of this Agreement, "Good Reason" shall mean, without Executive's express written
consent, the occurrence of any of the following circumstances unless, in the case of subsections (i), (iv), (vi) or (viii) hereof, such circumstances are fully corrected prior to the date of
termination specified in the notice of termination given in respect thereof: 



	(i)
	the
assignment to Executive of duties inconsistent with Executive's position and status hereunder, or an alteration, adverse to Executive, in the nature
of Executive's duties, responsibilities, and authorities, Executive's positions or the conditions of Executive's employment from those specified in Section 3 or otherwise hereunder (other than
inadvertent actions which are promptly remedied); for this purpose, it shall constitute "Good Reason" under this subsection (e)(i) if Executive shall be required to report to and take direction from
any person or body other than Chief Executive Officer; except the foregoing shall not constitute Good Reason if occurring in connection with the termination of Executive's employment for Cause,
Disability, Retirement, as a result of Executive's death, or as a result of action by or with the consent of Executive; for purposes of this Section 8(e)(i), references to the Company (and the Board
and stockholders of the Company) refer to the ultimate parent company (and its board and stockholders) succeeding the Company following an acquisition in which the corporate existence of the Company
continues, in accordance with Section 12(b);



	(ii)
	(A)
a reduction by the Company in Executive's Base Salary, (B) the setting of Executive's annual target incentive opportunity or payment of earned
annual incentive in amounts less than specified under or otherwise not in conformity with Section 4 hereof, (C) a change in compensation or benefits not in conformity with Section 5, or (D) a
reduction, after a Change in Control, in perquisites from the level of such perquisites as in effect immediately prior to the Change in Control or as the same may have been increased from time to time
after the Change in Control except for across-the-board perquisite reductions similarly affecting all senior executives of the Company and all senior executives of any Person in control of the
Company;



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



	(iv)
	the
failure by the Company to pay to Executive any portion of Executive's compensation or to pay to Executive any portion of an installment of deferred
compensation under any deferred 



17





 


compensation
program of the Company within seven days of the date such compensation is due; 



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



	(vi)
	the
failure of the Company to obtain a satisfactory agreement from any successor to the Company to fully assume the Company's obligations and to perform
under this Agreement, as contemplated in Section 12(b) hereof, in a form reasonably acceptable to Executive;



	(vii)
	any
election by the Company not to extend the Term of this Agreement at the next possible extension date under Section 2 hereof, unless Executive will
have attained age 65 at or before such extension date; or



	(viii)
	any
other failure by the Company to perform any material obligation under, or breach by the Company of any material provision of, this Agreement. 




        (f)    "Potential Change in Control".    For purposes of this Agreement, a "Potential Change in Control" shall be
deemed to have occurred if, during the term of this Agreement: 



	(i)
	the
Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;



	(ii)
	any
Person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change
in Control; or



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



	9.
	Rabbi Trust Obligation Upon Potential Change in Control; Excise Tax-Related Provisions.




        (a)    Rabbi Trust Funded Upon Potential Change in Control.    In the event of a Potential Change in Control or Change
in Control, the Company shall, not later than 15 days thereafter, have established one or more rabbi trusts and shall deposit therein cash in an amount sufficient to provide for full payment of all
potential obligations of the Company that would arise assuming consummation of a Change in Control, or has arisen in the case of an actual Change in Control, and a subsequent termination of
Executive's employment under Section 7(e) or 7(f). Such rabbi trust(s) shall be irrevocable and shall provide that the Company may not, directly or indirectly, use or recover any assets of the
trust(s) until such time as all obligations which potentially could arise hereunder have been settled and paid in full, subject only to the claims of creditors of the Company in the event of
insolvency or bankruptcy of the Company; provided, however, that if no Change in Control has occurred within two years after such Potential Change in Control, such rabbi trust(s) shall at the end of
such two-year period become revocable and may thereafter be revoked by the Company. 


        (b)    Gross-up If Excise Tax Would Apply.    In the event Executive becomes entitled to any amounts or benefits
payable in connection with a Change in Control or other change in control (whether or not such amounts are payable pursuant to this Agreement) (the "Severance Payments"), if any of such Severance
Payments are subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed), the Company shall pay to Executive at
the time specified in Section 9(b)(iii) hereof an additional amount (the "Gross-Up Payment") such that the net amount retained by Executive, after deduction of any Excise Tax on the 


18





 




Total Payments (as hereinafter defined) and any federal, state and local income tax and Excise Tax upon the payment provided for by Section 9(b)(i), shall be equal to the Total Payments. 



	(i)
	For
purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax:



	(A)
	any
other payments or benefits received or to be received by Executive in connection with a Change in Control or Executive's termination of employment (whether pursuant to the terms
of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (which,
together with the
Severance Payments, constitute the "Total Payments") shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the
meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by Executive such other payments or
benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the
meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax;



	(B)
	the
amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (x) the total amount of the Total Payments and (y) the amount of
excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying Section 9(b)(i)(A) hereof); and



	(C)
	the
value of any non-cash benefits or any deferred payments or benefit shall be determined by a nationally-recognized accounting firm selected by Executive in accordance with the
principles of Sections 280G(d)(3) and (4) of the Code. 









	(ii)
	For
purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income taxes at the highest marginal rate of
federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of
Executive's residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the
Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of Executive's employment, Executive shall repay to the Company within ten days
after the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment
attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by Executive if such repayment results in a reduction in Excise Tax and/or
federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is
determined to exceed the amount taken into account hereunder at the time of the termination of Executive's employment (including by reason of any payment the existence or amount of which cannot be
determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess within ten days after the time that the amount of such excess is
finally determined.



	(iii)
	The
payments provided for in this Section 9(b) shall be made not later than the fifteenth day following the date of Executive's termination of
employment; provided, however, that if the amount of such payments cannot be finally determined on or before such day, the Company shall pay to Executive on such day an estimate, as determined in good
faith by the Company, 



19





 


of
the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof
can be determined but in no event later than the thirtieth day after the date of Executive's termination of employment. In the event that the amount of the estimated payments exceeds the amount
subsequently determined to have been due, such excess shall constitute a loan by the Company to Executive, payable on the fifteenth day after the demand by the Company (together with interest at the
rate provided in Section 1274(b)(2)(B) of the Code). 



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



	10.
	Non-Competition and Non-Disclosure; Executive Cooperation; Non-Disparagement.




        (a)    Non-Competition.    Without the consent in writing of the Board, Executive will not, at any time during the
Term and for a period of two years following termination of Executive's employment for any reason, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner,
investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in which he has been directly engaged on behalf of the Company or any affiliate, or has supervised
as an executive thereof, during the last two years prior to such termination, or which was engaged in or planned by the Company or an affiliate at the time of such termination, in any geographic area
in which such business was conducted or planned to be conducted; (ii) induce any customers of the Company or any of its affiliates with whom Executive has had contacts or relationships, directly or
indirectly, during and within the scope of his employment with the Company or any of its affiliates, to curtail or cancel their business with the Company or any such affiliate; (iii) induce, or
attempt to influence, any employee of the Company or any of its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party
in the solicitation, hire, or retention as an employee or independent contractor, any person who during the previous 12 months was an employee of the Company or any affiliate; provided, however, that
the limitation contained in clause (i) above shall not apply if Executive's employment is terminated as a result of a termination by the Company without Cause following a Change in Control or is
terminated by Executive for Good Reason following a Change in Control; and provided further, that activities engaged in by or on behalf of the Company are not restricted by this covenant. The
provisions of subparagraphs (i), (ii), (iii), and (iv) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one
percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with clause (i)
of this Section 10(a). 


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        (b)    Non-Disclosure; Ownership of Work.    Executive shall not, at any time during the Term and thereafter
(including following Executive's termination of employment for any reason), disclose, use, transfer, or sell, except in the course of employment with or other service to the Company, any proprietary
information, secrets, organizational or employee information, or other confidential information belonging or relating to the Company and its affiliates and customers so long as such information has
not otherwise been disclosed or is not otherwise in the public domain, except as required by law or pursuant to legal process. In addition, upon termination of employment for any reason, Executive
will return to the Company or its affiliates all documents and other media containing information belonging or relating to the Company or its affiliates. Executive will promptly disclose in writing to
the Company all inventions, discoveries, developments, improvements and innovations (collectively referred to as "Inventions") that Executive has conceived or made during the Term; provided, however,
that in this context "Inventions" are limited to those which (i) relate in any manner to the existing or contemplated business or research activities of the Company and its affiliates; (ii) are
suggested by or result from Executive's work at the Company; or (iii) result from the use of the time, materials or facilities of the Company and its affiliates. All Inventions will be the Company's
property rather than Executive's. Should the Company request it, Executive agrees to sign any document that the Company may reasonably require to establish ownership in any Invention. 


        (c)    Cooperation With Regard to Litigation.    Executive agrees to cooperate with the Company, during the Term and
thereafter (including following Executive's termination of employment for any reason), by making himself available to testify on behalf of the Company or any subsidiary or affiliate of the Company, in
any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Company, or any subsidiary or affiliate of the Company, in any such action, suit, or
proceeding, by providing information and meeting and consulting with the Board or its representatives or counsel, or representatives or counsel to the Company, or any subsidiary or affiliate of the
Company, as may be reasonably requested and after taking into account Executive's post-termination responsibilities and obligations. The Company agrees to reimburse Executive, on an after-tax basis,
for all expenses actually incurred in connection with his provision of testimony or assistance. 


        (d)    Non-Disparagement.    Executive shall not, at any time during the Term and thereafter make statements or
representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage or be damaging to the Company, its
subsidiaries or affiliates or their respective officers, directors, employees, advisors, businesses or reputations, nor shall Executive's successor in office make any such statements or
representations regarding Executive. Notwithstanding the foregoing, nothing in this Agreement shall preclude Executive or his successor from making truthful statements that are required by applicable
law, regulation or legal process. 


        (e)    Release of Employment Claims.    Executive agrees, as a condition to receipt of any termination payments and
benefits provided for in Sections 6 and 7 herein (other than Compensation Accrued at Termination) (the "Termination Benefits"), that he will execute a general release in the standard form employed by
the Company, releasing any and all claims arising out of Executive's employment (other than enforcement of this Agreement and other than with respect to vested rights or rights provided for under any
benefit plan or arrangement of the Company). 


        (f)    Forfeiture of Outstanding Options.    The provisions of Sections 6 and 7 notwithstanding, if Executive
willfully and materially fails to substantially comply with any restrictive covenant under this Section 10, all options to purchase Common Stock granted by the Company and then held by Executive or a
transferee of Executive shall be immediately forfeited and thereupon such options shall be cancelled. Notwithstanding the foregoing, Executive shall not forfeit any option unless and until there shall
have been delivered to him, within six months after the Board (i) had knowledge of conduct or an event allegedly constituting grounds for such forfeiture and (ii) had reason to believe that such
conduct or event could be grounds for such forfeiture, a copy of a resolution duly adopted by a majority 


21





 




affirmative vote of the membership of the Board (excluding Executive) at a meeting of the Board called and held for such purpose (after giving Executive reasonable notice specifying the nature of the
grounds for such forfeiture and not less than 30 days to correct the acts or omissions complained of, if correctable, and affording Executive the opportunity, together with his counsel, to be heard
before the Board) finding that, in the good faith opinion of the Board, Executive has engaged and continues to engage in conduct set forth in this Section 10(f) which constitutes grounds for
forfeiture of Executive's options; provided, however, that if any option is exercised after delivery of such notice and the Board subsequently makes the determination described in this sentence,
Executive shall be required to pay to the Company an amount equal to the difference between the aggregate value of the shares acquired upon such exercise at the date of the Board determination and the
aggregate exercise price paid by Executive. Any such forfeiture shall apply to such options notwithstanding any term or provision of any option agreement. In addition, options granted to Executive on
or after the Effective Date, and gains resulting from the exercise of such options, shall be subject to forfeiture in accordance with the Company's standard policies relating to such forfeitures and
clawbacks, as such policies are in effect at the time of grant of such options. 


        (g)    Survival.    The provisions of this Section 10 shall survive the termination of the Term and any termination or
expiration of this Agreement. 



11.  Governing Law; Disputes; Arbitration.  




        (a)    Governing Law.    This Agreement is governed by and is to be construed, administered, and enforced in
accordance with the laws of the State of Delaware, without regard to conflicts of law principles. If
under the governing law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation, ordinance, or other principle of law, such portion shall
be deemed to be modified or altered to the extent necessary to conform thereto or, if that is not possible, to be omitted from this Agreement. The invalidity of any such portion shall not affect the
force, effect, and validity of the remaining portion hereof. If any court determines that any provision of Section 10 is unenforceable because of the duration or geographic scope of such provision, it
is the parties' intent that such court shall have the power to modify the duration or geographic scope of such provision, as the case may be, to the extent necessary to render the provision
enforceable and, in its modified form, such provision shall be enforced. 


        (b)    Reimbursement of Expenses in Enforcing Rights.    All reasonable costs and expenses (including fees and
disbursements of counsel) incurred by Executive in negotiating this Agreement (up to a maximum of $15,000) and thereafter seeking to interpret this Agreement or enforce rights pursuant to this
Agreement shall be paid on behalf of or reimbursed to Executive promptly by the Company, whether or not Executive is successful in asserting such rights; provided, however, that no reimbursement shall
be made of such expenses relating to any unsuccessful assertion of rights if and to the extent that Executive's assertion of such rights was in bad faith or frivolous, as determined by arbitrators in
accordance with Section 11(c) or a court having jurisdiction over the matter. 


        (c)    Arbitration.    Any dispute or controversy arising under or in connection with this Agreement shall be settled
exclusively by arbitration in Fairfield, CT by three arbitrators in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association in effect at
the time of submission to arbitration. Judgment may be entered on the arbitrators' award in any court having jurisdiction. For purposes of entering any judgment upon an award rendered by the
arbitrators, the Company and Executive hereby consent to the jurisdiction of any or all of the following courts: (i) the United States District Court for the District of Connecticut, (ii) any of the
courts of the State of Connecticut, or (iii) any other court having jurisdiction. The Company and Executive further agree that any service of process or notice requirements in any such proceeding
shall be satisfied if the rules of such court relating thereto have been substantially satisfied. The Company and Executive 


22





 




hereby waive, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to such jurisdiction and any defense of inconvenient forum. The Company and Executive
hereby agree that a judgment upon an award rendered by the arbitrators may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Subject to Section 11(b),
the Company shall bear all costs and expenses arising in connection with any arbitration proceeding pursuant to this Section 11. Notwithstanding any provision in this Section 11, Executive shall be
paid during the pendency of any dispute or controversy arising under or in connection with this Agreement. 


        (d)    Interest on Unpaid Amounts.    Any amount which has become payable pursuant to the terms of this Agreement or
any decision by arbitrators or judgment by a court of law pursuant to this Section 11 but which has not been timely paid shall bear interest at the prime rate in effect at the time such amount first
becomes payable, as quoted by the Company's principal bank. 



12.  Miscellaneous.  




        (a)    Integration.    This Agreement cancels and supersedes any and all prior agreements and understandings between
the parties hereto with respect to the employment of Executive by the Company, any parent or predecessor company, and the Company's subsidiaries during the Term, except for contracts relating to
compensation under executive compensation and employee benefit plans of the Company and its subsidiaries. The foregoing notwithstanding, Executive shall not participate in the Company's Employee
Protection Plan unless the aggregate benefits provided under such plan would exceed the aggregate benefits provided to Executive under this Agreement upon termination of employment. Executive shall
remain entitled to any right or benefit under a Change-in-Control Agreement executed by the Company, for so long as such Change-in-Control Agreement remains in effect, if and to the extent that such
right or benefit is more favorable than a corresponding provision of this Agreement, but no payment or benefit under the Change-in-Control Agreement shall be made or extended which duplicates any
payment or benefit hereunder. If and to the extent that this Agreement may provide enhanced benefits to Executive under the SERP which benefits are not explicitly provided for under the SERP, the SERP
shall be deemed amended by this Agreement (but only insofar as it pertains to Executive). This Agreement constitutes the entire agreement among the parties with respect to the matters herein provided,
and no modification or waiver of any provision hereof shall be effective unless in writing and signed by the parties hereto. Executive shall not be entitled to any payment or benefit under this
Agreement which duplicates a payment or benefit received or receivable by Executive under such prior agreements and understandings or under any benefit or compensation plan of the Company. 



        (b)    Successors; Transferability.    The Company shall require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise, and whether or not the corporate existence of the Company continues) 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. As used in this Agreement,
"Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or
otherwise and, in the case of an acquisition of the Company in which the corporate existence of the Company continues, the ultimate parent company following such acquisition. Subject to the foregoing,
the Company may transfer and assign this Agreement and the Company's rights and obligations hereunder. Neither this Agreement nor the rights or obligations hereunder of the parties hereto shall be
transferable or assignable by Executive, except in accordance with the laws of descent and distribution or as specified in Section 12(c). 


23





 



        (c)    Beneficiaries.    Executive shall be entitled to designate (and change, to the extent permitted under
applicable law) a beneficiary or beneficiaries to receive any compensation or benefits provided hereunder following Executive's death. 


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


        If
to the Company: 


        IMS
HEALTH, INC.

        1499 Post Road

        Fairfield, CT

        06824 Attention: General Counsel 



        If
to Executive:

        David R. Carlucci

        1499 Post Road

        Fairfield, CT 06824 


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



        (e)    Reformation.    The invalidity of any portion of this Agreement shall not deemed to render the remainder of
this Agreement invalid. 


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


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


        (h)    No Obligation To Mitigate.    Executive shall not be required to seek other employment or otherwise to mitigate
Executive's damages upon any termination of employment; provided, however, that, to the extent Executive receives from a subsequent employer health or other insurance benefits that are substantially
similar to the benefits referred to in Section 5(b) hereof, any such benefits to be provided by the Company to Executive following the Term shall be correspondingly reduced. 


        (i)    Offsets; Withholding.    The amounts required to be paid by the Company to Executive pursuant to this Agreement
shall not be subject to offset other than with respect to any amounts that are owed to the Company by Executive due to his receipt of funds as a result of his fraudulent activity. The foregoing and
other provisions of this Agreement notwithstanding, all payments to be made to Executive under this Agreement, including under Sections 6 and 7, or otherwise by the Company, will be subject to
withholding to satisfy required withholding taxes and other required deductions. 


24





 



        (j)    Successors and Assigns.    This Agreement shall be binding upon and shall inure to the benefit of Executive,
his heirs, executors, administrators and beneficiaries, and shall be binding upon and inure to the benefit of the Company and its successors and assigns. 



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


        (l)    Due Authority and Execution.    The execution, delivery and performance of this Agreement has been duly
authorized by the Company and this Agreement represents the valid, legal and binding obligation of the Company, enforceable against the Company according to its terms. 



        (m)    Representations of Executive.    Executive represents and warrants to the Company that he has the legal right
to enter into this Agreement and to perform all of the obligations on his part to be performed hereunder in accordance with its terms and that he is not a party to any agreement or understanding,
written or oral, which prevents him from entering into this Agreement or performing all of his obligations hereunder. In the event of a breach of such representation or warranty on Executive's part or
if there is any other legal impediment which prevents him from entering into this Agreement or performing all of his obligations hereunder, the Company shall have the right to terminate this Agreement
forthwith in accordance with the same notice and hearing procedures specified above in respect of a termination by the Company for Cause pursuant to Section 7(a) and shall have no further obligations
to Executive hereunder. Notwithstanding a termination by the Company under this Section 12(m), Executive's obligations under Section 10 of this Agreement shall survive such termination. 



13.  Indemnification.  




        All
rights to indemnification by the Company now existing in favor of Executive as provided in the Company's Certificate of Incorporation or By-laws or pursuant to other agreements in
effect on or immediately prior to the Effective Date shall continue in full force and effect from the Effective Date (including all periods after the expiration of the Term), and the Company shall
also advance expenses for which indemnification may be ultimately claimed as such expenses are incurred to the fullest extent permitted under applicable law, subject to any requirement that Executive
provide an undertaking to repay such advances if it is ultimately determined that Executive is not entitled to indemnification; provided, however, that any determination required to be made with
respect to whether Executive's conduct complies with the standards required to be met as a condition of indemnification or advancement of expenses under applicable law and the Company's Certificate of
Incorporation, By-laws, or other agreement shall be made by independent counsel mutually acceptable to Executive and the Company (except to the extent otherwise required by law). After the date
hereof, the Company shall not amend its Certificate of Incorporation or By-laws or any agreement in any manner which adversely affects the rights of Executive to indemnification thereunder. Any
provision contained herein notwithstanding, this Agreement shall not limit or reduce any rights of Executive to indemnification pursuant to applicable law. In addition, the Company will maintain
directors' and officers' liability insurance in effect and covering acts and omissions of Executive during the Term and for a period of six years thereafter on terms substantially no less favorable
than those in effect on the Effective Date. 


25





 

        IN
WITNESS WHEREOF, Executive has hereunto set his hand and the Company has caused this instrument to be duly executed as of the date first above written. 



	 	 	IMS HEALTH, INC.
	

 	
 	
By:	

/s/  DAVID M. THOMAS      
 Name:  David M. Thomas

Title:    Chairman of the Board and Chief

                        Executive Officer
	

 	
 	
EXECUTIVE
	

 	
 	
/s/  DAVID R. CARLUCCI      
 David R. Carlucci




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IMS HEALTH, INC.



IMS HEALTH, INCORPORATED Employment Agreement for David R. Carlucci As amended and restated December 3, 2002