CORRPRO COMPANIES INC /OH/
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>l86242aex10-2.txt
<DESCRIPTION>EXHIBIT 10.2
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<PAGE>   1
                                                                    Exhibit 10.2

                           CHANGE IN CONTROL AGREEMENT

         This CHANGE IN CONTROL AGREEMENT (this "Agreement") is made in Medina,
Ohio and is entered into and effective on this 2nd day of November, 2000, by and
between Corrpro Companies, Inc., an Ohio corporation (the "Company"), and
________________("Executive").

                                   WITNESSETH:

WHEREAS, the Company recognizes that the current business environment makes it
difficult to attract and retain highly qualified executives unless a certain
degree of security can be offered to such individual against organizational and
personnel changes that frequently follow changes in control of an organization;
and

WHEREAS, the Company desires to assure fair treatment of its executives in the
event of a Change in Control and to allow them to make critical career decisions
without undue time pressure and financial uncertainty, thereby increasing their
willingness to remain with the Company notwithstanding the outcome of a possible
Change in Control transaction;

WHEREAS, the Company recognizes that its executives will be involved in
evaluating or negotiating any offers, proposals, or other transactions that
could result in a Change in Control of the Company and believes that it is in
the best interest of the Company and its shareholders for such executives to be
in a position, free from personal financial and employment considerations, to be
able to assess objectively and pursue aggressively the interests of the Company
and its shareholders in making these evaluations and carrying on such
negotiations;

WHEREAS, the Board of Directors of the Company believes it is necessary to
provide the executive with compensation arrangements upon a Change in Control
that provide the executive with individual financial security and that are
competitive with those of other corporations, and in order to accomplish these
objectives, the Board has cause the Company to enter into this Agreement;

WHEREAS this Agreement is intended to provide Executive with certain special
benefits and to grant certain special protections so that Executive may more
fully focus on enhancing shareholder value and addressing the issues related to
a "Change in Control," and to reward the Executive for the substantial extra
effort involved in a Change in Control

         In consideration of the recitals, the mutual covenants and agreements
contained in this Amendment, and other good and valuable consideration, the
parties agree as follows:

                                    ARTICLE 1

DEFINITIONS.  For purposes of this Agreement:

1.1  ACQUIRING PERSON. (a) "Acquiring Person" shall mean any Person who is or
     becomes a "beneficial owner" (as defined in Rule 13d-3 of the Securities
     Exchange Act of 1934, as amended (the "Exchange Act") of securities, not
     including securities acquired as set forth in subsection (b) below, of the
     Company representing twenty percent (20%) or more of the combined voting
     power of the Company's then outstanding voting securities, unless such
     Person has filed Schedule 13G and all required amendments thereto with
     respect to its holdings and continues to hold such securities for
     investment in a manner qualifying such Person to utilize Schedule 13G for
     reporting of ownership.


<PAGE>   2
Change in Control Agreement
As of November 1, 2000

         (b)      In determining whether a Person has become an Acquiring
                  Person, voting securities that are acquired in an acquisition
                  by:
                  (i) an employee benefit plan (or trust forming a part
                      thereof) maintained by:
                      (a)  the Company
                      (b)  any corporation or other person of which a majority
                           of its voting power or its equity securities or
                           equity interests are owned directly or indirectly by
                           the Company (a "Subsidiary"),

                 (ii) the Company or any Subsidiary,
                 (iii)a Person directly from the Company; or
                 (iv) any Person in connection with:

                       a)   merger, consolidation or reorganization of the
                           Company and immediately after which the voting
                           securities that are entitled to exercise a majority
                           of the voting power of the surviving or resulting
                           corporation or other Person are (A) voting securities
                           of the Company outstanding immediately prior to such
                           merger, consolidation or reorganization, or (B)
                           securities received in exchange for such voting
                           securities of the Company; or

                       b)  a transaction immediately subsequent to which more
                           than a majority of the total membership of the board
                           or directors of the Company shall be Continuing
                           Directors

                  shall not constitute an acquisition for purposes of this
                  definition.

1.2 CHANGE IN CONTROL. (a) Change in Control means, and shall be deemed to occur
on the date that:
        (i)       any Person becomes an Acquiring Person;
        (ii)      less than a majority of the total membership of the board or
                  directors of the Company shall be Continuing Directors; or
        (iii)     the shareholders of the Company shall approve a merger,
                  consolidation or reorganization of the Company and immediately
                  after such merger, consolidation, or reorganization Voting
                  Securities which entitle the holders thereof to exercise a
                  majority of the voting power of the surviving or resulting
                  corporation or other Person are not (A) voting securities of
                  the Company outstanding immediately prior to such merger,
                  consolidation or reorganization, or (B) securities received in
                  exchange for such voting securities of the Company
        (iv)      the shareholders of the Company shall 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,

provided that a Change in Control shall no longer be deemed to exist under
subparagraph (iii) or (iv) immediately above if the agreement for any approved
transaction under such subparagraphs is terminated without consummation of the
transaction or if the transaction is otherwise abandoned.

(b)      A Change in Control is "Friendly" if it is approved and recommended to
         shareholders for approval by a majority of Continuing Directors.

(c)      A Change in Control is "Hostile" if it is not approved and not
         recommended for approval to



                                       2
<PAGE>   3

Change in Control Agreement
As of November 1, 2000
    shareholders by a majority of Continuing Directors.


1.3 CONTINUING DIRECTORS shall mean any member of the Board who was a member of
the Board immediately prior to the date hereof, and any successor of a
Continuing Director while such successor is a member of the Board, who is not an
Acquiring Person, or an affiliate or associate thereof, and is recommended,
nominated, or elected to succeed the Continuing Director by a majority of
Continuing Directors.

1.4 GOOD CAUSE means has the same meaning as defined in the now current
employment agreement between the Company and Executive.

1.5 GOOD REASON means any one or more of the following situations, if not fully
remedied within ten (10) calendar days after written notice to the Company from
Executive of such determination:

(a)  Failure by the Company to honor any of its material obligations under this
     Agreement;

(b)  Failure to elect or reelect or otherwise to maintain Executive to or in the
     office or the position (or a substantially equivalent office or position)
     in the Company or a subsidiary (or a successor company or division) that
     Executive held immediately prior to a Change in Control, or the removal of
     or failure to reelect Executive as a Director of the Company or a
     subsidiary, if Executive shall have been a Director of the Company or such
     subsidiary immediately prior to such removal or failure to reelect;

(c)  Executive's combined Base Salary and targeted bonus (as in effect
     immediately preceding a Change in Control) is reduced without the voluntary
     prior written consent of Executive;

(d)  Executive's authority or duties are materially reduced without the
     voluntary prior written consent of Executive. For purposes of this
     Agreement, Executive's authority or duties shall be conclusively considered
     to have been "materially reduced" if, without Executive's express and
     voluntary written consent, there is any substantial diminution or adverse
     modification in Executive's title, status, overall position,
     responsibilities, or reporting relationship; or

(e)  Executive's job location is transferred to a site more than fifty (50)
     miles away from his place of employment as of the date of the Change in
     Control.

1.6 PERSON shall mean any individual, corporation, partnership, group,
association or other "person" as such term is used in Section 13(d) and 14(d) of
the Exchange Act.

1.7 SEVERANCE AMOUNT means the sum of the following items.

(a)  Base Salary which means the amount of annualized base salary that Executive
     is earning immediately prior to the Change in Control, and shall in no
     event be less than the amount of Executive's current annualized base salary
     on Exhibit A.

(b)  Annual Bonus which means the target amount of Executive's bonus for the
     fiscal year in which the Change in Control occurs, and shall in no event be
     less than the amount of Executive's current target bonus on Exhibit A.

(c)  401(k) Match which means the annual amount of matching contributions that
     would be made on



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<PAGE>   4

Change in Control Agreement
As of November 1, 2000
     behalf of Executive under the Company's 401(k) Retirement Savings Plan
     computed on Executives average monthly salary deferral and the matching
     percentage in effect at the time of Executive's termination.

(d)  the value of any of applicable fringe benefits listed below

     (i) financial planning services in the amount, if any, on Exhibit A
    (ii) auto allowance or annual lease value of currently provided Company
         vehicle
   (iii) Company paid physical examination in the amount, if any, on Exhibit A
    (iv) Annual value of long term disability coverage premium

1.8 TRANSACTION BONUS means 200% of Base Salary.

1.9 TRIGGER means the occurrence of an event or combination of events which
causes the amount or amounts benefits hereunder to become payable.
(a) Single Trigger means that an amount at issue is payable upon the occurrence
    of a Change in Control
(b) Double Trigger means an amount at issue is payable upon the occurrence of
    both
    (i) a Change in Control and
   (ii) termination of Executive's employment
        (a)      without Good Cause "in  contemplation  of" a Change in Control
                 or within 24 months  subsequent to a Change in Control,
        (b)      for Good Reason "in  contemplation  of" a Change in Control or
                 within 24 months  subsequent to a Change in Control,

For purposes of this definition, termination will be considered to be "in
contemplation of" a Change in Control only if such termination occurs within 6
months prior to the earlier to occur of i) the occurrence of a Change in Control
or ii) the Company's execution of a definitive agreement, the consummation of
which would result in a Change in Control.

1.10 WELFARE BENEFITS means the Company's medical plan benefits, accidental
death & dismemberment coverage and life insurance coverage in effect immediately
prior to the Change in Control.

                               ARTICLE 2 BENEFITS
                               ------------------

2.1 ENTITLEMENT TO CHANGE IN CONTROL BENEFITS. In the event the Company
experiences a Change in Control, and provided Executive has not been terminated
for Good Cause, the Company shall make payments, without duplication, to
Executive in accordance with the following. In all cases, the following amounts
and benefits shall be payable only in connection with the first Change in
Control to occur during the term of this Agreement. In all cases, the following
amounts and benefits shall be payable without duplication of benefits payable
under the employment agreement in effect as of the date hereof between the
Company and Executive, and the amounts payable due to a Change in Control shall
be reduced by the amounts payable hereunder due to a Change in Control under the
employment agreement.



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<PAGE>   5

Change in Control Agreement
As of November 1, 2000
(a)  Hostile Change in Control, Single Trigger. A Hostile Change in Control is a
     Single Trigger event and Executive shall be entitled to the payments and
     benefits as set forth in this subsection. In the event of a Hostile Change
     in Control,
     (i) Within 10 days of the earlier of 1) Executive's termination in
         connection with a Hostile Change in Control or 2) the date of the
         Hostile Change in Control, the Company shall pay to Executive a lump
         sum amount equal to the product of (a) three, multiplied by (b) the
         Severance Amount.

    (ii) The Company will continue to provide Executive the Welfare Benefits at
         no cost to Executive other than applicable deductibles under such
         plans, for a period of three (3) years beginning on the later of the
         Change in Control or termination of Executive's employment. At the
         Company's sole option, the Company may in lieu of providing or
         continuing the Welfare Benefits, make a lump sum payment to Executive
         equal to the product of (a) three, multiplied by (b) (i) 30% of
         Executive's Base Salary or (ii) provided Executive submits reasonable
         substantiation therefore, the amount of premium actually then being
         paid by Executive for equivalent coverage,

(b)  Friendly Change in Control, Modified Trigger. A Friendly Change in Control
     is a Double Trigger event and Executive shall be entitled to the payments
     and benefits as set forth in this subsection. In the event of a Friendly
     Change in Control and the termination of Executive's employment on or
     before the second anniversary of such Friendly Change in Control 1) by the
     Company, other than for Good Cause or 2) by Executive for Good Reason:
     (i) Within 10 days of Executive's termination the Company shall pay to
         Executive a lump sum amount equal to the product of (a) two, multiplied
         by (b) the Severance Amount. Such sum shall not be reduced by the
         amount of Transaction Bonus previously paid to Executive.
     (ii)The Company will continue to provide Executive the Welfare Benefits, at
         no cost to Executive other than applicable deductibles under such
         plans, for a period of two (2) years after such termination of
         Executive's employment. At the Company's sole option, the Company may
         in lieu of providing or continuing the Welfare Benefits, make a lump
         sum payment to Executive equal to product of (a) two, multiplied by (b)
         (i) 30% of Executive's Base Salary or (ii) provided Executive submits
         reasonable substantiation therefore, the amount of premium actually
         then being paid by Executive for equivalent coverage.

2.2 TRANSACTION BONUS. In the event of a Friendly Change in Control, Executive
shall be eligible for a Transaction Bonus as set forth in this Section, provided
that no Transaction Bonus shall be payable. if the Change in Control is the
result of a management buyout pursuant to which Executive together with other
executives of the Company are entitled to exercise a majority of the voting
power of 1) the Company, 2) an Acquiring Person and such Acquiring Person has
acquired securities representing more than fifty percent (50%) of the combined
voting power of the Company's then outstanding voting securities, or 3) in case
of merger, consolidation or reorganization, the surviving or resulting
corporation or other Person. The Transaction Bonus shall be payable as follows:

(a)  If Executive is employed by the Company on the date of the Friendly Change
     of Control, one-half (1/2) of the Transaction Bonus shall be payable to
     Executive on such date;
(b)  If Executive is employed by the Company on the first anniversary of the
     Friendly Change of Control, the other one-half (1/2) of the Transaction
     Bonus shall be payable to Executive on such date. If Executive is employed
     by the Company on the date of the Friendly Change of Control but, due to
     Executive's death or disability, Executive is no longer employed by the
     Company on the first anniversary thereof, Executive (or Executive's
     beneficiary in the event of Executive's death) shall



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Change in Control Agreement
As of November 1, 2000
     nevertheless be entitled to the other one-half (1/2) of the Transaction
     Bonus, which amount shall be payable on such first anniversary. If
     Executive is not employed on the first anniversary of the Friendly Change
     in Control for reasons other than death or disability, the unpaid one-half
     (1/2) of the Transaction Bonus shall be forfeited.

2.3 OUTPLACEMENT. The Company shall pay for or provide Executive individual
out-placement assistance for a period of up to one-year from date of Executive's
termination as offered by a provider selected or approved by the Company.

2.4 EQUITY CONSIDERATIONS. If Executive is employed by the Company on the day of
the Change in Control, Executive shall receive the following equity
considerations:

(a)  all stock options for shares of the Company, owned by Executive on the date
     of the Change in Control, regardless of whether acquired under the 1994 or
     1997 plans of the Company or under an individual agreement with the Company
     or otherwise, will immediately become and remain, until the expiration or
     earlier termination of such options in accordance with the applicable
     option agreement, one hundred percent (100%) vested and exercisable.
     Executive shall then and thereafter be permitted to exercise such options
     on a cashless basis such that Executive may receive the net value of
     Executive's options (represented by the amount by which the fair market
     value of the shares exceeds the exercise price) in cash or shares as
     Executive shall elect, without outlay of cash but net of all applicable
     withholding taxes, which taxes shall be remitted by the Company to the
     proper taxing authorities;

(b)  if permitted by the purchaser in the Change in Control transaction (the
     "Purchaser"), the Company will provide for Executive the opportunity to
     convert all or a portion, as he shall elect, of Executive's options to
     purchase shares as well as shares then owned by Executive, into an equity
     investment in the entity resulting from Purchaser's transaction (the
     "Successor") on a tax favored basis. The amount available for such
     investment shall be an amount calculated on the basis of the per share
     price paid in the Change in Control transaction or series of transactions
     or implicit in the valuation of the Change in Control transaction,
     including all elements of consideration paid or payable (the "Change in
     Control Valuation").

(c)  If the Purchaser in the Change in Control transaction does not permit
     Executive to convert (or Executive chooses not to convert) all (or a
     portion) of Executive's options to purchase shares and shares then owned by
     Executive into equity in the Successor, then Executive shall exercise, at
     the time of the Change in Control, all options Executive holds for shares
     (such exercise to provide cash rather than shares to Executive), and shall
     sell to the Company at the time of the Change in Control all Shares then
     owned by Executive, to the extent such options or shares are not converted
     into in the Successor. Such exercise of options and sale of shares shall
     yield an amount to Executive determined by the share Change in Control
     Valuation.

2.5 SECTION 16 PROTECTION. If Executive is subject to Section 16 of the
Securities Exchange Act of 1934 ("Section 16"), then to the extent Executive
would be deprived of the benefits of the equity considerations described herein
or under any other plan or arrangement regarding stock of the Company, by reason
of such Section 16 or the Rules issued thereunder, Executive shall be provided
with the



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Change in Control Agreement
As of November 1, 2000
alternative of receiving a cash payment approximating the loss of such benefits
under a cash compensation plan implemented by the Company. The Company agrees to
have this Agreement, and specifically this Section approved by the Board in
compliance with Section 16 and Rule 16b-3 thereunder to ensure its
enforceability.

2.6 DEATH OR DISABILITY OF EXECUTIVE.

(a)   Upon death or disability of Executive prior to a Change in Control and
      prior to termination of Executive's employment, this Agreement shall
      terminate and the Company shall have no obligations to pay or provide any
      of the Severance Amount, the Transaction Bonus, or the Welfare Benefits
      (except, as to the Welfare Benefits, as required by law or under
      applicable plan provisions) under this Agreement. Termination of this
      Agreement due to the death or disability of Executive shall not act to
      amend or modify any other agreement between the Company and Executive.

(b)  If Executive should die subsequent to a Change in Control while the amount
     of any Severance Amount would still be payable had Executive continued to
     live, all such Severance Amounts shall be paid in accordance with the terms
     of this Agreement to his devisee, legatee, or other designee or, if there
     be no such designee, to his estate. In such event, the Company shall have
     no obligations to pay or provide any of the remaining Welfare Benefits
     (except as required by law, by other agreements between the Company and
     Executive, or under applicable plan provisions) under this Agreement.

2.7 INDEMNIFICATION. All rights to indemnification from the Company existing
immediately prior to a Change in Control in favor of the Executive as provided
in the Company's Restated Articles of Incorporation, as amended, or Code of
Regulations or pursuant to other agreements in effect on or immediately prior to
a Change in Control shall continue in full force and effect, 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 the Executive provide an undertaking to
repay such advances if it is ultimately determined that the Executive is not
entitled to indemnification; provided, however, that any determination required
to be made with respect to whether the 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 Restated Articles of
Incorporation, as amended, Code of Regulations or other agreement shall be made
by independent counsel mutually acceptable to the Executive and the Company
(except to the extent otherwise required by law). No amendment to the Company's
Restated Articles of Incorporation or Code of Regulations shall in any manner
adversely affect the rights of the Executive to indemnification hereunder. Any
provision contained herein notwithstanding, this Agreement shall not limit or
reduce any rights of the Executive to indemnification pursuant to applicable
law. In addition, the Company will take no action to endorse or modify the
Company's directors and officers liability policy in effect immediately
preceding the Change in Control which endorsement or modification would affect
Executive's status in a material adverse way as an insured thereunder.

                                    ARTICLE 3
                                    ---------

3.1 RELEASE. Payment of the Severance Payment and Welfare Benefits under this
Agreement is conditioned upon Executive executing and delivering a release
reasonably satisfactory to the Company releasing the Company, its subsidiaries
and affiliates and their officers, directors, shareholders,



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<PAGE>   8

Change in Control Agreement
As of November 1, 2000
employees, insurers, predecessors, successors, and assigns from any and all
claims, demands, damages, actions and/or causes of action whatsoever, including
those which Executive may have had on account of the termination of his
employment, including, but not limited to claims of discrimination, including on
the basis of sex, race, age, national origin, religion, or handicapped status
(with all applicable periods during which Executive may revoke the release or
any provision thereof having expired); and any and all claims, demands and
causes of action for retirement (other than under any Company retirement plan,
deferred compensation plan or any Company medical plan with respect to claims
thereunder) or severance or other termination pay. Such Release shall not,
however, apply to the obligations of the Company arising under this Agreement,
or rights of indemnification the Key Executive may have under the Company's
Articles of Incorporation, Code of Regulations or by statute.

3.2 NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or limit
the Executive's continuing or future participation in any benefit, bonus,
incentive, or other plans, practices, policies, or programs provided by the
Company and for which the Executive may qualify, nor shall anything in this
Agreement limit or otherwise affect such rights as the Executive may have under
any stock option or other agreements with the Company. Any amount of vested
benefit or any amount to which the Executive is otherwise entitled under any
plan, practice, policy, or program of the Company or any of its Subsidiaries
shall be payable in accordance with the plan, practice, policy, or program. The
provision of severance pay or other benefits pursuant to Article 2 shall not be
deemed to be a continuance of the Executive's employment for any purposes.

3.3 FULL SETTLEMENT, NO OBLIGATION TO SEEK OTHER EMPLOYMENT. The Company's
obligation to make the payments provided for in this Agreement and otherwise to
perform its obligations under this Agreement shall not be affected by any
set-off, counterclaim, recoupment, defense, or other claim, right, or action the
Company may have against the Executive or others. The Executive shall not be
obligated to seek other employment or take any action by way of mitigation of
the amounts payable to the Executive under any of the provisions of this
Agreement, nor shall the amount of any payment provided for under this Agreement
be reduced by any compensation earned by Executive as the result of employment
by another employer after the date of termination of his employment with the
Company.

3.4 EXCISE TAXES PAYMENTS. If any payment or benefit to or for the benefit of
Executive (including, without limitation, the acceleration of any payment,
distribution or benefit and the acceleration of exercisability of any stock
option or stock appreciation right, whether pursuant to the terms of this
Agreement or otherwise, but determined without regard to any additional payments
required under this Section 3.4) in connection with a Change in Control of the
Company or termination of Executive's employment following a Change in Control
of the Company is subject to the Excise Tax (as hereinafter defined), the
Company shall pay to Executive an additional amount such that the total amount
of all such payments and benefits (including payments made pursuant to this
Section net of the Excise Tax and all other applicable federal, state and local
taxes) shall equal the total amount of all such payments and benefits to which
the Executive would have been entitled, but for this Section, net of all
applicable federal, state and local taxes except the Excise Tax. For purposes of
this Section, the term "Excise Tax" shall mean the tax imposed by Section 4999
of the Internal Revenue Code of 1986 (the "Code") and any similar tax that may
hereafter be imposed. The amount of the payment to the Executive under this
Section 3(e) shall be estimated by a nationally recognized firm of certified
public accountants,



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Change in Control Agreement
As of November 1, 2000
based upon the following assumptions: (i) all payments and benefits to or for
the benefit of Executive in connection with a Change in Control of the Company
or termination of Executive's employment following a Change in Control of the
Company shall be deemed to be "parachute payments" within the meaning of Section
280G(b)(2) of the Code, and all "excess parachute payments" shall be deemed to
be subject to the Excise Tax except to the extent that, in the opinion of tax
counsel selected by the firm of certified public accountants charged with
estimating the payment to Executive under this Section, such payments or
benefits are not subject to the Excise Tax; and (ii) Executive shall be deemed
to pay federal, state and local taxes at the highest marginal rate of taxation
for the applicable calendar year. The estimated amount of the payment due the
Executive pursuant to this Section 3 shall be paid to the Executive in a lump
sum not later than thirty (30) business days following the effective date of the
termination. In the event that the amount of the estimated payment is less than
the amount actually due to Executive under this Section, the amount of any such
shortfall shall be paid to the Executive within ten (10) days after the
existence of the shortfall is discovered.

3.5 WITHHOLDING OF TAXES. The Company may withhold from any amounts payable
under this Agreement all federal, state, city or other taxes as shall be
required pursuant to any law or government regulation or ruling.

                                    ARTICLE 4
                                    ---------

         4.1 COMPETITIVE ACTIVITY/OTHER RESTRICTIONS. Subject to any
restrictions contained in any other agreements or arrangements with Executive,
for the period of twenty-four (24) months immediately following the termination,
for whatever reason, of Executive's employment with the Company:

         (i)      Agreement not to compete. Executive will not accept employment
                  with, or act as an officer, director, consultant, contractor,
                  representative or advisor in a capacity in which he is to
                  perform duties in the corrosion engineering business for a
                  competitor of the Company or any or its subsidiaries, or enter
                  into competition with the Company or any or its subsidiaries,
                  either by himself or through any entity owned or managed in
                  whole or in part by him in any state, province, territory, or
                  country in which the Company or its subsidiaries is conducting
                  its corrosion engineering business. The term "competitor" as
                  used in this paragraph, means any entity engaged in the
                  corrosion engineering business as defined below. For purposes
                  of entities with multiple lines of business, "competitor"
                  shall be limited to the line or lines of business engaged in
                  the corrosion engineering business as defined. Executive
                  further agrees for a period of twenty-four months from the
                  effective date of Executive's termination of employment, he
                  will not invest in or otherwise have an ownership interest in
                  any competitor of the Company or any of its subsidiaries, with
                  the exception that Executive may own up to a 5% interest in a
                  publicly-traded company that may compete with the Company or
                  any of its subsidiaries.

         (ii)     Agreement not to solicit. Executive shall not, directly or
                  indirectly, solicit or induce, or attempt to solicit or
                  induce, any current or future employee of the Company or any
                  of its



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<PAGE>   10
Change in Control Agreement
As of November 1, 2000
                  subsidiaries to leave the employ of the Company or any of its
                  subsidiaries for any reason whatsoever without the written
                  consent of the Company.

         (iii)    Agreement not to interfere. Executive shall not attempt to
                  divert or take away, in any manner, the business or patronage
                  of any customer or potential customer of the Company or
                  otherwise take from or deprive the Company of any business
                  opportunity; or materially interfere, in any manner, with the
                  business, trade, good will, sources of supply, or customers of
                  the Company.

(b) For purposes of this Agreement, "Corrosion control business" means corrosion
control services and products including, but not limited to:

    (i) cathodic protection services and materials including construction and
        installation;
   (ii) corrosion prevention engineering and consulting services for a wide
        variety of applications such as storage tanks, energy, environmental and
        infra-structure;
  (iii) nondestructive testing;
   (iv) coatings engineering, application and inspection;
    (v) pipeline integrity services;
   (vi) pipeline surveys;
  (vii) anodic protection;
 (viii) development and sale of corrosion control related software or
        interpreting and managing corrosion control related data and assessing
        risk;
   (ix) remote monitoring;
    (x) corrosion related research and testing and analysis;
   (xi) manufacture and supply of anodes and other corrosion control materials;
  (xii) assembly and/or supply of materials used in such applications; and
 (xiii) corrosion control contract and construction management services.

         Executive acknowledges and agrees that the restrictions contained in
this Section 4 are reasonable and necessary for the protection of the business
interests of the Company and that such restrictions are not unduly burdensome in
scope or duration.

4.2 PROPRIETARY INFORMATION/INVENTIONS.

(a)  PROPRIETARY INFORMATION. During his employment pursuant to this Agreement
     and at any time thereafter, Executive shall not disclose, or cause to be
     disclosed in any manner, to any corporation, partnership, person, group, or
     entity (other than to Company employees or authorized representatives, or
     in the ordinary course of business consistent with Company policy regarding
     trade secrets) or otherwise use for any purpose other than the Company's
     business, any trade secrets or confidential or proprietary information of
     the Company, including, but not limited to, the following:
      (i) the Company's customer or prospective customer lists;
     (ii) information concerning the Company's promotional, pricing, or
          marketing practices;
    (iii) the Company's business records; and
     (iv) the Company's trade secrets and other confidential and proprietary
          information.

         Upon termination of employment under any circumstances, Executive or
         his estate or



                                       10
<PAGE>   11

Change in Control Agreement
As of November 1, 2000
         representatives, shall promptly return to the Company all property of
         the Company including any and all electronic devices and related data
         storage devices and shall destroy or erase any data which cannot be
         returned. This Section 4.2 shall survive the termination of this
         Agreement.

                                    ARTICLE 5
                                    ---------

5.1 TERM OF AGREEMENT. This Agreement shall be effective immediately upon its
execution. This Agreement may be terminated by the Company upon 24 months'
advance written notice to Executive, provided that after a Change in Control of
the Company during the term of this Agreement, this Agreement shall remain in
effect until all of the obligations of the parties under the Agreement are
satisfied.

5.2 SEVERABILITY. The provisions contained in this Agreement are severable and
in the event any provision shall be held to be invalid, unenforceable or
overbroad, in whole or in part, by a court of competent jurisdiction, the
remainder of such provision and of this Agreement shall not be affected thereby
and shall be given full force and effect.

5.3 NOTICES. Any notices, requests, demands, or other communications provided
for by this Agreement shall be sufficient if made in writing delivered
personally or if sent by registered or certified mail, return receipt requested.

5.4 SUCCESSORS AND ASSIGNS.

(a)      The Company will require that any successor (whether direct or
         indirect, by purchase of stock or assets, by merger, by consolidation
         or otherwise) to all or substantially all of the business and/or assets
         of the Company be liable for the obligations owed to Executive
         hereunder and will require that any such successor perform this
         Agreement in the same manner and to the same extent that the Company is
         obligated to perform it. Any succession shall not, however, relieve or
         alter the Company's continuing liability for all obligations owing to
         Executive hereunder.

(b)      The parties hereto agree, however, that Executive's employment,
         pursuant to a written agreement satisfactory to Executive, by a
         successor to the Company, if consistent with the terms and provisions
         of this Agreement, will not be deemed a termination of the Key
         Executive's employment with the Company.

(c)      This Agreement shall in all other respects be binding upon and inure to
         the benefit of the Company, its successors and assigns, and to the
         benefit of Executive, his heirs and legal representatives.

5.4 REMEDIES, APPLICABLE LAW, ARBITRATION AND JURISDICTION. (a) The Company and
Executive agree that the remedies of each against the other for breach of this
Agreement shall be limited to enforcement of this Agreement and recovery of the
amounts and remedies provided for herein. Such limitation shall not prevent
either Party from proceeding against the other to recover for a claim other than
under this Agreement. (b)This Agreement shall be governed by and construed under
the laws of the State of Ohio. (c) The parties agree that any dispute arising
out of this Agreement shall be settled by arbitration conducted in accordance
with the rules of conciliation and arbitration of the American Arbitration
Association, such arbitration to be conducted in Cleveland, Ohio, or at such
other location as



                                       11
<PAGE>   12

Change in Control Agreement
As of November 1, 2000
the parties may agree. Discovery shall be permitted in the arbitration and the
arbitrator shall have the authority to grant such remedies as are available
under applicable law. Costs of such arbitration, including Executive's attorneys
fees (to the extent such fees are reasonable), shall be borne by the Company.

5.5 AMENDMENT. This Agreement may be amended only by a written document approved
by the Company's Board of Directors or designated committee thereof and signed
by both parties.

5.6 NO WAIVER. No waiver by either party at any time of any breach by the other
party of, or compliance with, any condition or provision of this Agreement to be
performed by the other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same time or any prior or subsequent time.

5.7 HEADINGS. The headings contained in this Agreement are for reference only
and shall not affect the meaning or interpretation of any provision of this
Agreement.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.

                                                     CORRPRO COMPANIES, INC.

                                            By:      ___________________________

                                            Its:     ___________________________
                                                              COMPANY

                                                     ---------------------------
                                                              EXECUTIVE



                                       12
<PAGE>   13



Schedule to Exhibits 10.1, 10.2 and 10.3. The form of employment agreement, form
of change in control agreement, and form of indemnification agreement attached
to this Form 10-Q have been executed by the Company and Michael K. Baach and
George A. Gehring, Jr. Mr. Baach and Mr. Gehring are executive officers named in
the Company's proxy statement dated July 20, 2000. The provisions of the
agreements executed are substantially identical in all material respects. The
base compensation amount provided for in Exhibit 10.1 is one hundred eighty
thousand dollars and one hundred seventy two thousand dollars, respectively, in
each of the employment agreements, for Mr. Baach and Mr. Gehring. Mr. Baach is
Executive Vice President Sales and Mr. Gehring is Executive Vice President of
U.S. Operations.





</TEXT>
</DOCUMENT>
