IDEXX LABORATORIES INC /DE
EXH 10.5 FORM OF EXECUTIVE EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>exh10_5formemployagmt.htm
<DESCRIPTION>EXH 10.5 FORM OF EXECUTIVE EMPLOYMENT AGREEMENT
<TEXT>
<HTML>
<HEAD>
<TITLE>Exh 10.5 Form of Executive Employment Agreement</TITLE>
</HEAD>
<BODY>

<!-- MARKER FORMAT-SHEET="Head Right-TNR" FSL="Project" -->
<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><U>Exhibit 10.5</U></B> </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXECUTIVE EMPLOYMENT
AGREEMENT </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS
EMPLOYMENT AGREEMENT is made as of January 1, 2007, (this &#147;Agreement&#148;) by and
between IDEXX Laboratories, Inc., a Delaware corporation (the &#147;Company&#148;), and
___________________ (the &#147;Executive&#148;). </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Board of Directors of the Company (the &#147;Board&#148;) has determined that it is in the
best interests of the Company and its shareholders to assure that the Company will have
the continued dedication of the Executive, notwithstanding the possibility, threat or
occurrence of a Change of Control (as defined below) of the Company. The Board believes it
is imperative to diminish the inevitable distraction of the Executive by virtue of the
personal uncertainties and risks created by a pending or threatened Change of Control and
to encourage the Executive&#146;s full attention and dedication to the Company currently
and in the event of any threatened or pending Change of Control, and to provide the
Executive with compensation and benefits arrangements upon a Change of Control which
ensure that the compensation and benefits expectations of the Executive will be satisfied
and which are competitive with those of other corporations. Therefore, in order to
accomplish these objectives and in consideration of the mutual covenants and promises
contained in this Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties to this Agreement, the Company
and Executive agree as follows: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;1. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Certain
Definitions</U>.</FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The &#147;Effective Date&#148; shall mean the first date during the Change of
          Control Period (as defined in Section 1(b)) on which a Change of Control (as
          defined in Section 2) occurs. Anything in this Agreement to the contrary
          notwithstanding, if a Change of Control occurs and if the Executive&#146;s
          employment with the Company is terminated prior to the date on which the Change
          of Control occurs, and if it is reasonably demonstrated by the Executive that
          such termination of employment (i) was at the request of a third party who has
          taken steps reasonably calculated to effect a Change of Control or (ii)
          otherwise arose in connection with or anticipation of a Change of Control, then
          for all purposes of this Agreement the &#147;Effective Date&#148; shall mean the
          date immediately prior to the date of such termination of employment. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The &#147;Change of Control Period&#148; shall mean the period commencing on the
          date hereof and ending on September 30, 2008; provided, however, that commencing
          on October 1, 2008, and on each annual anniversary of such date (such date and
          each annual anniversary thereof shall be hereinafter referred to as the
          &#147;Renewal Date&#148;), unless previously terminated, the Change of Control
          Period shall be automatically extended so as to terminate one year from such
          Renewal Date, unless at least 120 days prior to the Renewal Date the Company
          shall give notice to the Executive that the Change of Control Period shall not
          be so extended. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Change of Control</U>. For the purpose of this Agreement, a &#147;Change of
          Control&#148; shall mean: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The acquisition by an individual, entity or group (within the meaning of Section
          13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
          &#147;Exchange Act&#148;)) (a &#147;Person&#148;) of beneficial ownership
          (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or
          more of either (i) the then-outstanding shares of common stock of the Company
          (the &#147;Outstanding Company Common Stock&#148;) or (ii) the combined voting
          power of the then-outstanding voting securities of the Company entitled to vote
          generally in the election of directors (the &#147;Outstanding Company Voting
          Securities&#148;); provided, however, that for purposes of this subsection (a),
          the following acquisitions shall not constitute a Change of Control: (i) any
          acquisition directly from the Company, (ii) any acquisition by the Company,
          (iii) any acquisition by any employee benefit plan (or related trust) sponsored
          or maintained by the Company or any corporation controlled by the Company, or
          (iv) any acquisition by any corporation pursuant to a transaction which
          satisfies the criteria set forth in clauses (i), (ii) and (iii) of subsection
          (c) of this Section 2; or </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          A change in the composition of the Board, as a result of which fewer than
          one-half of the incumbent directors are directors who either (i) had been
          directors of the Company 24 months prior to such change or (ii) were elected, or
          nominated for election, to the Board with the affirmative votes of at least a
          majority of the directors who had been directors of the Company 24 months prior
          to such change and who were still in office at the time of the election or
          nomination, but excluding, for purposes of this clause (ii), any such individual
          whose initial assumption of office occurs as a result of an actual or threatened
          election contest with respect to the election or removal of directors or other
          actual or threatened solicitation of proxies or consents by or on behalf of a
          Person other than the Board; or </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Consummation of a reorganization, merger or consolidation or sale or other
          disposition of all or substantially all of the assets of the Company (a
          &#147;Business Combination&#148;), in each case, unless, immediately following
          such Business Combination, (i) all or substantially all of the individuals and
          entities who were the beneficial owners, respectively, of the Outstanding
          Company Common Stock and Outstanding Company Voting Securities immediately prior
          to such Business Combination beneficially own, directly or indirectly, more than
          a majority of, respectively, the then-outstanding shares of common stock and the
          combined voting power of the then-outstanding voting securities entitled to vote
          generally in the election of directors, of the corporation resulting from such
          Business Combination (which as used in this Section 2(c) shall include, without
          limitation, a corporation which as a result of such transaction owns the Company
          or all or substantially all of the Company&#146;s assets either directly or
          through one or more subsidiaries) in substantially the same proportions as their
          ownership, immediately prior to such Business Combination of the Outstanding
          Company Common Stock and Outstanding Company Voting Securities, as the case may
          be, (ii) no Person (excluding any corporation resulting from such Business
          Combination or any employee benefit plan (or related trust) of the Company or
          such corporation resulting from such Business Combination) beneficially owns,
          directly or indirectly, 20% or more of, respectively, the then outstanding
          shares of common stock of the corporation resulting from such Business
          Combination, or the combined voting power of the then-outstanding voting
          securities of such corporation and (iii) at least half of the members of the
          board of directors of the corporation resulting from such Business Combination
          were members of the Company&#146;s Board at the time of the execution of the
          initial agreement, or of the action of the Board, providing for such Business
          Combination; or </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Approval by the shareholders of the Company of a complete liquidation or
          dissolution of the Company or the sale of substantially all of the assets of the
          Company. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Employment Period</U>. The Company hereby agrees to continue the Executive in
          its employ, and the Executive hereby agrees to remain in the employ of the
          Company subject to the terms and conditions of this Agreement, for the period
          commencing on the Effective Date and ending on the earlier of (i) the second
          anniversary of such date or (ii) the termination of the Executive&#146;s
          employment pursuant to Section 5 hereof (the &#147;Employment Period&#148;).
          Except as provided in Section 1(a), nothing in this Agreement shall, prior to
          the Effective Date, impose upon the Company any obligation to retain the
          Executive as an employee. In addition, nothing in this Agreement shall restrict
          the Executive from terminating his employment with the Company, and no such
          termination by the Executive shall be deemed a breach of this Agreement. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Terms of Employment</U>. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Position and Duties</U>. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          During the Employment Period, (A) the Executive&#146;s position (including
          status, offices, titles and reporting requirements), authority, duties and
          responsibilities shall be at least commensurate in all material respects with
          the most significant of those held, exercised and assigned at any time during
          the 120-day period immediately preceding the Effective Date and (B) the
          Executive&#146;s services shall be performed at the location where the Executive
          was employed immediately preceding the Effective Date or any office or location
          less than 35 miles from such location. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          During the Employment Period, and excluding any periods of vacation and sick
          leave to which the Executive is entitled, the Executive agrees to devote
          reasonable attention and time during normal business hours to the business and
          affairs of the Company and, to the extent necessary to discharge the
          responsibilities assigned to the Executive hereunder, to use the
          Executive&#146;s reasonable best efforts to perform faithfully and efficiently
          such responsibilities. During the Employment Period it shall not be a violation
          of this Agreement for the Executive to (A) serve on corporate, civic or
          charitable boards or committees, (B) deliver lectures, fulfill speaking
          engagements or teach at educational institutions, and (C) manage personal
          investments, so long as such activities do not significantly interfere with the
          performance of the Executive&#146;s responsibilities as an employee of the
          Company or the terms of this Agreement. It is expressly understood and agreed
          that to the extent that any such activities have been conducted by the Executive
          prior to the Effective Date, the continued conduct of such activities (or the
          conduct of activities similar in nature and scope thereto) subsequent to the
          Effective Date shall not thereafter be deemed to interfere with the performance
          of the Executive&#146;s responsibilities to the Company. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Compensation</U>.</FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Base Salary</U>. During the Employment Period, the Executive shall receive an
          annual base salary (&#147;Annual Base Salary&#148;), which shall be paid at a
          monthly rate, at least equal to twelve times the highest monthly base salary
          paid or payable, including any base salary which has been earned but deferred,
          to the Executive by the Company and its affiliated companies in respect of the
          twelve-month period immediately preceding the month in which the Effective Date
          occurs. During the Employment Period, the Annual Base Salary shall be reviewed
          no more than 12 months after the last salary increase awarded to the Executive
          prior to the Effective Date and thereafter at least annually. Any increase in
          Annual Base Salary shall not serve to limit or reduce any other obligation to
          the Executive under this Agreement. Annual Base Salary shall not be reduced
          after any such increase and the term Annual Base Salary as utilized in this
          Agreement shall refer to Annual Base Salary as so increased. As used in this
          Agreement, the term &#147;affiliated companies&#148; shall include any company
          controlled by, controlling or under common control with the Company. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Annual Bonus</U>. In addition to Annual Base Salary, during the Employment
          Period, the Executive shall be entitled to receive such annual bonus as may be
          determined by the Board of Directors, but in no event shall the target bonus
          opportunity, expressed as a percentage of Annual Base Salary, be less than the
          target bonus opportunity in respect of the full fiscal year immediately
          preceding the Effective Date. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Incentive Plans</U>. During the Employment Period, the Executive shall be
          entitled to participate in all incentive plans, practices, policies and programs
          applicable generally to other peer executives of the Company and its affiliated
          companies, but in no event shall such plans, practices, policies and programs
          provide the Executive with benefits which are less favorable, in the aggregate,
          than the most favorable of such plans, practices, policies and programs in
          effect for the Executive at any time during the 120-day period immediately
          preceding the Effective Date or, if more favorable to the Executive, those
          provided generally at any time after the Effective Date to other peer executives
          of the Company and its affiliated companies. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Welfare Benefit, Savings and Retirement Plans</U>. During the Employment
          Period, the Executive and/or the Executive&#146;s family, as the case may be,
          shall be eligible for participation in and shall receive all benefits under
          welfare benefit, savings and retirement plans, practices, policies and programs
          provided by the Company and its affiliated companies (including, without
          limitation, medical, prescription, dental, disability, employee life, group
          life, split-dollar life, accidental death and travel accident insurance plans
          and programs) to the extent applicable generally to other peer executives of the
          Company, but in no event shall such plans, practices, policies and programs
          provide the Executive with benefits which are less favorable, in the aggregate,
          than the most favorable of such plans, practices, policies and programs in
          effect for the Executive at any time during the 120-day period immediately
          preceding the Effective Date or, if more favorable to the Executive, those
          provided generally at any time after the Effective Date to other peer executives
          of the Company and its affiliated companies. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Expenses</U>. During the Employment Period, the Executive shall be entitled
          to receive reimbursement for all reasonable expenses incurred by the Executive
          in accordance with the policies, practices and procedures of the Company in
          effect immediately prior to the Effective Date. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Vacation</U>. During the Employment Period, the Executive shall be entitled
          to paid vacation in accordance with the plans, policies, programs and practices
          of the Company and its affiliated companies, but in no event shall such plans,
          practices, policies and programs provide the Executive with benefits which are
          less favorable, in the aggregate, than the most favorable of such plans,
          practices, policies and programs in effect for the Executive at any time during
          the 120-day period immediately preceding the Effective Date or, if more
          favorable to the Executive, those provided generally at any time after the
          Effective Date to other peer executives of the Company and its affiliated
          companies. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Equity Awards</U>. Immediately prior to the consummation of a Change of
          Control each then outstanding award for common stock of the Company, including
          without limitation any stock option, stock appreciation right, restricted stock
          unit award, restricted stock award or other stock-based award (an
          &#147;Award&#148;), held by the Executive shall become immediately exercisable,
          vested, realizable, or deliverable, or free from restrictions applicable to the
          Award as to twenty-five percent (25%) of the number of shares as to which each
          such Award would otherwise be subject to restrictions or not then be
          exercisable, vested, realizable, or deliverable (rounded down to the nearest
          whole share), and the number of shares as to which each such Award shall become
          exercisable, vested, realizable, deliverable and free from restrictions on each
          vesting date set forth in the Executive&#146;s applicable Award agreement shall
          be reduced by 25%. In addition, all such Awards held by the Executive shall
          immediately become fully exercisable, vested, realizable, deliverable and free
          from restrictions if and when, within 24 months after a Change of Control, the
          Executive&#146;s employment with the Company (or the acquiring or succeeding
          entity) is involuntarily terminated by the Company (or such acquiring or
          succeeding entity) other than for Cause or is terminated by the Executive for
          Good Reason. Notwithstanding the provisions of this Section 4(c), if any such
          outstanding Award is terminated in connection with a Change of Control, such
          Award shall become fully exercisable, vested, realizable, deliverable and free
          from restrictions immediately before the occurrence of the Change of Control. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Termination of Employment</U>. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Death or Disability</U>. The Executive&#146;s employment shall terminate
          automatically upon the Executive&#146;s death during the Employment Period. If
          the Company determines in good faith that the Disability of the Executive has
          occurred during the Employment Period (pursuant to the definition of Disability
          set forth below), it may give to the Executive written notice in accordance with
          Section 12(b) of this Agreement of its intention to terminate the
          Executive&#146;s employment. In such event, the Executive&#146;s employment with
          the Company shall terminate effective on the 30<SUP>th</SUP> day after receipt
          of such notice by the Executive (the &#147;Disability Effective Date&#148;),
          provided that, within the 30 days after such receipt, the Executive shall not
          have returned to full-time performance of the Executive&#146;s duties. For
          purposes of this Agreement, &#147;Disability&#148; shall mean the absence of the
          Executive from the Executive&#146;s duties with the Company on a full-time basis
          for 180 consecutive business days as a result of incapacity due to mental or
          physical illness which is determined to be total and permanent by a physician
          selected by the Company or its insurers and acceptable to the Executive or the
          Executive&#146;s legal representative. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Cause</U>. Subject to Section 5(d), the Company may terminate the
          Executive&#146;s employment during the Employment Period for Cause. For purposes
          of this Agreement, &#147;Cause&#148; shall mean: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          the willful failure of the Executive to perform substantially the
          Executive&#146;s duties with the Company (other than any such failure resulting
          from incapacity due to physical or mental illness), which failure is not cured
          within 30 days after a written demand for substantial performance is delivered
          to the Executive by the Board which specifically identifies the manner in which
          the Board believes that the Executive has not substantially performed the
          Executive&#146;s duties, or </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          the willful engaging by the Executive in illegal conduct or gross misconduct
          which is materially and demonstrably injurious to the Company. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>For purposes of this provision, no
act or failure to act, on the part of the Executive, shall be considered
&#147;willful&#148; unless it is done, or omitted to be done, by the Executive in bad
faith or without reasonable belief that the Executive&#146;s action or omission was in the
best interests of the Company. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Good Reason</U>. The Executive&#146;s employment may be terminated by the
          Executive with or without Good Reason. For purposes of this Agreement,
          &#147;Good Reason&#148; shall mean: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          the assignment to the Executive of any duties inconsistent in any material
          respect with the Executive&#146;s position (including status, offices, titles
          and reporting requirements), authority, duties or responsibilities as
          contemplated by Section 4(a) of this Agreement, or any other action by the
          Company which results in a material diminution in such position, authority,
          duties or responsibilities, excluding for this purpose an isolated and
          inadvertent action not taken in bad faith and which is remedied by the Company
          promptly after receipt of notice thereof given by the Executive; </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          any failure by the Company to comply with any of the provisions of Section 4(b)
          of this Agreement or any other provision hereof requiring a payment or provision
          of a benefit to the Executive, other than (A) an isolated and inadvertent
          failure not occurring in bad faith and which is remedied by the Company promptly
          after receipt of notice thereof given by the Executive or (B) a reduction in
          aggregate benefits under welfare benefit plans or savings and retirement plans
          that does not exceed 5%; </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          any reduction in aggregate vacation benefits; </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          the Company&#146;s requiring the Executive to be based at any office or location
          other than as provided in Section 4(a)(i)(B) hereof or the Company&#146;s
          requiring the Executive to travel on Company business to a substantially greater
          extent than required immediately prior to the Effective Date; </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          any purported termination by the Company of the Executive&#146;s employment
          otherwise than as expressly permitted by this Agreement; or </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          any failure by the Company to comply with and satisfy Section 11(c) of this
          Agreement. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Notice of Termination</U>. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Any termination by the Company for Cause, or by the Executive for Good Reason,
          shall be effected by Notice of Termination to the other party hereto given in
          accordance with Section 12(b) of this Agreement. For purposes of this Agreement,
          a &#147;Notice of Termination&#148; means a written notice which (i) indicates
          the specific termination provision in this Agreement relied upon, (ii) to the
          extent applicable, sets forth in reasonable detail the facts and circumstances
          claimed to provide a basis for termination of the Executive&#146;s employment
          under the provision so indicated and (iii) if the Date of Termination (as
          defined below) is other than the date of receipt of such notice, specifies the
          termination date (which date shall be not more than thirty days after the giving
          of such notice). The failure by the Executive or the Company to set forth in the
          Notice of Termination any fact or circumstance which contributes to a showing of
          Good Reason or Cause shall not waive any right of the Executive or the Company,
          respectively, hereunder or preclude the Executive or the Company, respectively,
          from asserting such fact or circumstances in enforcing the Executive&#146;s or
          the Company&#146;s rights hereunder. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Any Notice of Termination for Cause must be given within sixty (60) days of the
          Board learning of the event(s) or circumstance(s) which the Board believes
          constitute(s) Cause. Prior to any Notice of Termination for Cause being given
          (and prior to any termination for Cause being effective), the Executive shall be
          entitled to a hearing before the Board at which he may, at his election, be
          represented by counsel and at which he shall have a reasonable opportunity to be
          heard. Such hearing shall be held on not less than fifteen days prior written
          notice to the Executive stating the Board&#146;s intention to terminate the
          Executive for Cause and stating in detail the particular event(s) or
          circumstance(s) which the Board believes constitute(s) Cause for termination. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Date of Termination</U>. &#147;Date of Termination&#148; means (i) if the
          Executive&#146;s employment is terminated by the Company for Cause, or by the
          Executive for Good Reason, the date of receipt of the Notice of Termination or
          any later date specified therein, as the case may be, subject, in the case of
          termination by the Company, for Cause, to the Company&#146;s compliance with
          Section 5(d)(ii); (ii) if the Executive&#146;s employment is terminated by the
          Company other than for Cause or Disability, the Date of Termination shall be the
          date on which the Company notifies the Executive of such termination; and (iii)
          if the Executive&#146;s employment is terminated by reason of death or
          Disability, the Date of Termination shall be the date of death of the Executive
          or the Disability Effective Date, as the case may be. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Obligations of the Company Upon Termination</U>. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Good Reason; Other Than for Cause, Death or Disability</U>. If, during the
          Employment Period, the Company shall terminate the Executive&#146;s employment
          other than for Cause, Death or Disability or the Executive shall terminate
          employment for Good Reason: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          the Company shall pay to the Executive in a lump sum in cash within 30 days
          after the Date of Termination the aggregate of the following amounts: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 1- TNR" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               the sum of (1) the Executive&#146;s Annual Base Salary through the Date of
               Termination to the extent not theretofore paid, (2) the product of (x) the
               target bonus for the then current fiscal year and (y) a fraction, the numerator
               of which is the number of days in the then current fiscal year through the Date
               of Termination, and the denominator of which is 365 and (3) any compensation
               previously deferred by the Executive (together with any accrued interest or
               earnings thereon) and any accrued vacation pay, in each case to the extent not
               theretofore paid (the sum of the amounts described in clauses (1), (2), and (3)
               shall be hereinafter referred to as the &#147;Accrued Obligations&#148;); and </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 1- TNR" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               the amount equal to the product of (1) two and (2) the sum of (x) the
               Executive&#146;s Annual Base Salary and (y) the Average Annual Bonus. The
               Average Annual Bonus is equal to the average of the bonus paid (or payable) to
               the Executive for the three prior full fiscal years (or, if fewer, the number of
               full fiscal years the Executive was employed by the Company prior to the
               Effective Date); provided that if the Executive was not eligible to participate
               in an annual bonus program for at least one full fiscal year, the Average Annual
               Bonus shall be the Executive&#146;s target bonus for the year in which
               termination of employment occurs. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          for 24 months after the Executive&#146;s Date of Termination, or such longer
          period as may be provided by the terms of the appropriate plan, program,
          practice or policy, the Company shall continue benefits to the Executive and/or
          the Executive&#146;s family at least equal to those which would have been
          provided to them in accordance with the plans, programs, practices and policies
          described in Section 4(b)(iv) of this Agreement (excluding any savings and/or
          retirement plans) if the Executive&#146;s employment had not been terminated or,
          if more favorable to the Executive, as in effect generally at any time
          thereafter with respect to other peer executives of the Company and its
          affiliated companies and their families, provided, however, that if the
          Executive becomes reemployed with another employer and is eligible to receive
          medical or other welfare benefits under another employer-provided plan, the
          medical and other welfare benefits described herein shall be secondary to those
          provided under such other plan during such applicable period of eligibility. For
          purposes of determining eligibility (but not the time of commencement of
          benefits) of the Executive for retiree benefits pursuant to such plans,
          practices, programs and policies, the Executive shall be considered to have
          remained employed until 24 months after the Date of Termination and to have
          retired on the last day of such period; </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          to the extent not theretofore paid or provided, the Company shall timely pay or
          provide to the Executive any other amounts or benefits required to be paid or
          provided or which the Executive is eligible to receive under any plan, program,
          policy or practice or contract or agreement of the Company and its affiliated
          companies (such other amounts and benefits shall be hereinafter referred to as
          the &#147;Other Benefits&#148;); and </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          the Company shall timely reimburse the Executive up to an aggregate of $25,000
          for expenses incurred in connection with outplacement services and relocation
          costs incurred in connection with obtaining new employment outside the State of
          Maine until the earlier of (i) 24 months following the termination of
          Executive&#146;s employment or (ii) the date the Executive secures full time
          employment. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U> Death</U>. If the Executive&#146;s employment is terminated by reason of the
          Executive&#146;s death during the Employment Period, this Agreement shall
          terminate without further obligations to the Executive&#146;s legal
          representatives under this Agreement, other than for payment of Accrued
          Obligations and the timely payment or provision of Other Benefits. Accrued
          Obligations shall be paid to the Executive&#146;s estate or beneficiary, as
          applicable, in a lump sum in cash within 30 days of the Date of Termination. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Disability. If the Executive&#146;s employment is terminated by reason of the
          Executive&#146;s Disability during the Employment Period, this Agreement shall
          terminate without further obligations to the Executive, other than for payment
          of Accrued Obligations and the timely payment or provision of Other Benefits.
          Accrued Obligations shall be paid to the Executive in a lump sum in cash within
          30 days of the Date of Termination. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Cause; Other than for Good Reason</U>. If the Executive&#146;s employment
          shall be terminated for Cause during the Employment Period, this Agreement shall
          terminate without further obligations to the Executive other than the obligation
          to pay to the Executive (x) his Annual Base Salary through the Date of
          Termination, (y) the amount of any compensation previously deferred by the
          Executive, and (z) Other Benefits, in each case to the extent theretofore unpaid
          or not yet provided. If the Executive voluntarily terminates employment during
          the Employment Period, excluding a termination for Good Reason, this Agreement
          shall terminate without further obligations to the Executive, other than for
          Accrued Obligations and the timely payment or provision of Other Benefits. In
          such case, all Accrued Obligations shall be paid to the Executive in a lump sum
          in cash within 30 days of the Date of Termination. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Nonexclusivity of Rights</U>. Nothing in this Agreement shall prevent or
          limit the Executive&#146;s continuing or future participation in any plan,
          program, policy or practice provided by the Company or any of its affiliated
          companies and for which the Executive may qualify, nor, subject to Section
          12(f), shall anything herein limit or otherwise affect such rights as the
          Executive may have under any contract or agreement with the Company or any of
          its affiliated companies. Amounts which are vested benefits or which the
          Executive is otherwise entitled to receive under any plan, policy, practice or
          program of or any contract or agreement with the Company or any of its
          affiliated companies at or subsequent to the Date of Termination shall be
          payable in accordance with such plan, policy, practice or program or contract or
          agreement except as explicitly modified by this Agreement. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Full Settlement</U>. The Company&#146;s obligation to make the payments
          provided for in this Agreement and otherwise to perform its obligations
          hereunder shall not be affected by any set-off, counterclaim, recoupment,
          defense or other claim, right or action which the Company may have against the
          Executive (under this Agreement or otherwise) or others. In no event shall the
          Executive be obligated to seek other employment or take any other action by way
          of mitigation of the amounts payable to the Executive under any of the
          provisions of this Agreement and such amounts shall not be reduced whether or
          not the Executive obtains other employment. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Certain Additional Payments by the Company</U>. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Anything in this Agreement to the contrary notwithstanding and except as set
          forth below, in the event it shall be determined that any payment, benefit, or
          distribution by the Company to or for the benefit of the Executive which
          constitutes a &#147;parachute payment&#148; within the meaning of Section 280G
          of the Code (whether provided pursuant to the terms of this Agreement or
          otherwise, but determined without regard to any additional payments required
          under this Section 9)(a &#147;Payment&#148;) would be subject to the excise tax
          imposed by Section 4999 of the Code or any interest or penalties are incurred by
          the Executive with respect to such excise tax (such excise tax, together with
          any such interest and penalties, are hereinafter collectively referred to as the
          &#147;Excise Tax&#148;), then the Executive shall be entitled to receive an
          additional payment (a &#147;Gross-Up Payment&#148;) in an amount such that after
          payment by the Executive of all taxes (including any interest or penalties
          imposed with respect to such taxes), including, without limitation, any income
          taxes (and any interest and penalties imposed with respect thereto) and excise
          tax imposed upon the Gross-Up Payment, the Executive retains an amount of the
          Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
          Notwithstanding the foregoing provisions of this Section 9(a), if it shall be
          determined that the Executive is entitled to a Gross-Up Payment, but that the
          Payments in the aggregate do not exceed 110% of the maximum amount of Payments,
          in the aggregate, that the Executive could receive without becoming subject to
          the Excise Tax (the &#147;Maximum Amount&#148;), then no Gross-Up Payment shall
          be made to the Executive and the Payments, in the aggregate, shall be reduced to
          the Maximum Amount. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Subject to the provisions of Section 9(c), all determinations required to be
          made under this Section 9, including whether and when a Gross-Up Payment is
          required and the amount of such Gross-Up Payment and the assumptions to be
          utilized in arriving at such determination, shall be made by
          PricewaterhouseCoopers LLP or such other certified public accounting firm as may
          be designated by the Executive (the &#147;Accounting Firm&#148;) which shall
          provide detailed supporting calculations both to the Company and the Executive
          within 15 business days of the receipt of notice from the Executive that there
          has been a Payment, or such earlier time as is requested by the Company. In the
          event that the Accounting Firm is serving as accountant or auditor for the
          individual, entity or group effecting the Change of Control, the Executive shall
          appoint another nationally recognized accounting firm to make the determinations
          required hereunder (which accounting firm shall then be referred to as the
          Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall
          be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to
          this Section 9, shall be paid by the Company to the Executive within five days
          of the receipt of the Accounting Firm&#146;s determination. Any determination by
          the Accounting Firm shall be binding upon the Company and the Executive. As a
          result of the uncertainty in the application of Section 4999 of the Code at the
          time of the initial determination by the Accounting Firm hereunder, it is
          possible that Gross-Up Payments which will not have been made by the Company
          should have been made (&#147;Underpayment&#148;), consistent with the
          calculations required to be made hereunder. In the event that the Company
          exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is
          required to make a payment of any Excise Tax, the Accounting Firm shall
          determine the amount of the Underpayment that has occurred and any such
          Underpayment shall be promptly paid by the Company to or for the benefit of the
          Executive. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The Executive shall notify the Company in writing of any claim by the Internal
          Revenue Service that, if successful, would require the payment by the Company of
          the Gross-Up Payment. Such notification shall be given as soon as practicable
          but no later than ten business days after the Executive is informed in writing
          of such claim and shall apprise the Company of the nature of such claim and the
          date on which such claim is requested to be paid. The Executive shall not pay
          such claim prior to the expiration of the 30-day period following the date on
          which it gives such notice to the Company (or such shorter period ending on the
          date that any payment of taxes with respect to such claim is due). If the
          Company notifies the Executive in writing prior to the expiration of such period
          that it desires to contest such claim, the Executive shall: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          give the Company any information reasonably requested by the Company and
          available to the Executive relating to such claim, </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          take such action in connection with contesting such claim as the Company shall
          reasonably request in writing from time to time, including, without limitation,
          accepting legal representation with respect to such claim by an attorney
          reasonably selected by the Company, </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          cooperate with the Company in good faith in order effectively to contest such
          claim, and </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          permit the Company to participate in any proceedings relating to such claim; </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>provided, however, that the Company
shall bear and pay directly all costs and expenses (including additional interest and
penalties) incurred in connection with such contest and shall indemnify and hold the
Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including
interest and penalties with respect thereto) imposed as a result of such representation
and payment of costs and expenses. Without limitation on the foregoing provisions of this
Section 9(c), the Company shall control all proceedings taken in connection with such
contest and, at its sole option, may pursue or forgo any and all administrative appeals,
proceedings, hearings and conferences with the taxing authority in respect of such claim
and may, at its sole option, either direct the Executive to pay the tax claimed and sue
for a refund or to contest the claim in any permissible manner, and the Executive agrees
to prosecute such contest to a determination before any administrative tribunal, in a
court of initial jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs the Executive to pay such claim
and sue for a refund, the Company shall advance the amount of such payment to the
Executive, on an interest-free basis and shall indemnify and hold the Executive harmless,
on an after-tax basis, from any Excise Tax or income tax (including interest or penalties
with respect thereto) imposed with respect to such advance or with respect to any imputed
income with respect to such advance; and further provided that any extension of the
statute of limitations relating to payment of taxes for the taxable year of the Executive
with respect to which such contested amount is claimed to be due is limited solely to such
contested amount. Furthermore, the Company&#146;s control of the contest shall be limited
to issues with respect to which a Gross-Up Payment would be payable hereunder and the
Executive shall be entitled to settle or contest, as the case may be, any other issue
raised by the Internal Revenue Service or other taxing authority. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          If, after the receipt by the Executive of an amount advanced by the Company
          pursuant to Section 9(c), the Executive becomes entitled to receive any refund
          with respect to such claim, the Executive shall (subject to the Company&#146;s
          complying with the requirements of Section 9(c)) promptly pay to the Company the
          amount of such refund (together with any interest paid or credited thereon after
          taxes applicable thereto). If, after the receipt by the Executive of an amount
          advanced by the Company pursuant to Section 9(c), a determination is made that
          the Executive shall not be entitled to any refund with respect to such claim and
          the Company does not notify the Executive in writing of its intent to contest
          such denial of refund prior to the expiration of 30 days after such
          determination, then such advance shall be forgiven and shall not be required to
          be repaid and the amount of such advance shall offset, to the extent thereof,
          the amount of Gross-Up Payment required to be paid. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Confidential Information</U>. The Executive shall hold in a fiduciary
          capacity for the benefit of the Company all secret or confidential information,
          knowledge or data relating to the Company or any of its affiliated companies,
          and their respective businesses, which shall have been obtained by the Executive
          during the Executive&#146;s employment by the Company or any of its affiliated
          companies and which shall not be or become public knowledge (other than by acts
          by the Executive or representatives of the Executive in violation of this
          Agreement). After termination of the Executive&#146;s employment with the
          Company, the Executive shall not, without the prior written consent of the
          Company or as may otherwise be required by law or legal process, communicate or
          divulge any such information, knowledge or data to anyone other than the Company
          and those designated by it. In no event shall an asserted violation of the
          provisions of this Section 10 constitute a basis for deferring or withholding
          any amounts or benefits otherwise payable or to be provided to the Executive
          under this Agreement. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;11. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Successors</U>.</FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          This Agreement is personal to the Executive and without the prior written
          consent of the Company shall not be assignable by the Executive otherwise than
          by will or the laws of descent and distribution. This Agreement shall inure to
          the benefit of and be enforceable by the Executive&#146;s legal representatives. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          This Agreement shall inure to the benefit of and be binding upon the Company and
          its successors and assigns. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The Company will require any successor (whether direct or indirect, by purchase,
          merger, consolidation or otherwise) to all or substantially all of the business
          and/or assets of the Company to assume expressly 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, &#147;Company&#148; shall mean the Company as hereinbefore defined
          and any successor to its business and/or assets as aforesaid. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Section 409A Compliance</U>. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          If any payment, compensation or other benefit provided to the Executive in
          connection with his employment termination is determined, in whole or in part,
          to constitute &#147;nonqualified deferred compensation&#148; within the meaning
          of Section 409A of the Code and the Executive is a specified employee as defined
          in Section 409A(2)(B)(i), no part of such payments shall be paid before the day
          that is six (6) months plus one (1) day after the date of termination (the
          &#147;New Payment Date&#148;). The aggregate of any payments that otherwise
          would have been paid to the Executive during the period between the date of
          termination and the New Payment Date shall be paid to the Executive in a lump
          sum on such New Payment Date. Thereafter, any payments that remain outstanding
          as of the day immediately following the New Payment Date shall be paid without
          delay over the time period originally scheduled, in accordance with the terms of
          this Agreement. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The parties acknowledge and agree that the interpretation of Section 409A and
          its application to the terms of this Agreement is uncertain and may be subject
          to change as additional guidance and interpretations become available. Anything
          to the contrary herein notwithstanding, all benefits or payments provided by the
          Company to the Executive that would be deemed to constitute &#147;nonqualified
          deferred compensation&#148; within the meaning of Section&nbsp;409A are intended
          to comply with Section 409A. If, however, any such benefit or payment is deemed
          to not comply with Section 409A, the Company and the Executive agree to
          renegotiate in good faith any such benefit or payment (including, without
          limitation, as to the timing of any severance payments payable hereunder) so
          that either (i) Section 409A will not apply or (ii) compliance with Section 409A
          will be achieved; <U>provided</U>, <U>however</U>, that any resulting
          renegotiated terms shall provide to the Executive the after-tax economic
          equivalent of what otherwise has been provided to the Executive pursuant to the
          terms of this Agreement, and <U>provided</U> <U>further</U>, that any deferral of
          payments or other benefits shall be only for such time period as may be required
          to comply with Section 409A. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Release</U>. As a condition of receipt of any benefits under this Agreement,
          the Executive shall be required to sign a customary release prepared by and
          provided by the Company (the &#147;Release&#148;) and to abide by the provisions
          thereof. The Release shall contain a release and waiver of any claims the
          Executive or his or her representatives may have against the Company and its
          officers, directors, affiliates and/or representatives, and shall release those
          entities and persons from any liability for such claims including, but not
          limited to, all employment discrimination claims. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;14. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Miscellaneous</U>.</FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          This Agreement shall be governed by and construed in accordance with the laws of
          the State of Delaware, without reference to principles of conflict of laws. The
          captions of this Agreement are not part of the provisions hereof and shall have
          no force or effect. This Agreement may not be amended or modified otherwise than
          by a written agreement executed by the parties hereto or their respective
          successors and legal representatives. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          All notices and other communications hereunder shall be in writing and shall be
          given by hand delivery to the other party or by registered or certified mail,
          return receipt requested, postage prepaid, addressed as follows: </FONT></P>


<!-- MARKER FORMAT-SHEET="Head Sub 2 Left-TNR" FSL="Project" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
to the Executive:</FONT></P>

<!-- MARKER FORMAT-SHEET="Head Sub 2 Left-TNR" FSL="Project" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;______________________________<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;c/o IDEXX Laboratories, Inc.<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;One IDEXX Drive<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Westbrook, ME 04092</FONT></P>

<!-- MARKER FORMAT-SHEET="Head Sub 2 Left-TNR" FSL="Project" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
to the Company:</FONT></P>

<!-- MARKER FORMAT-SHEET="Head Sub 2 Left-TNR" FSL="Project" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IDEXX
Laboratories, Inc.<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;One IDEXX Drive<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Westbrook, ME 04092</FONT></P>

<!-- MARKER FORMAT-SHEET="Head Sub 2 Left-TNR" FSL="Project" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Attention:
Chairman of Compensation Committee</FONT></P>



<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>or to such other address as either
party shall have furnished to the other in writing in accordance herewith. Notice and
communications shall be effective when actually received by the addressee. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The invalidity or unenforceability of any provision of this Agreement shall not
          affect the validity or enforceability of any other provision of this Agreement. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The Company may withhold from any amounts payable under this Agreement such
          Federal, state, local or foreign taxes as shall be required to be withheld
          pursuant to any applicable law or regulation. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The Executive&#146;s or the Company&#146;s failure to insist upon strict
          compliance with any provision of this Agreement or the failure to assert any
          right the Executive or the Company may have hereunder, including, without
          limitation the right of the Executive to terminate employment for Good Reason
          pursuant to Section 5(c) of this Agreement, shall not be deemed to be a waiver
          of such provision or right or any other provision or right of this Agreement. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The Executive and the Company acknowledge that, except as may otherwise be
          provided under any other written agreement between the Executive and the
          Company, the employment of the Executive by the Company is &#147;at will&#148;
          and, subject to Section 1(a) hereof, prior to the Effective Date, the
          Executive&#146;s employment and/or this Agreement may be terminated by either
          the Executive or the Company, by written notice to the other, at any time prior
          to the Effective Date, in which case the Executive shall have no further rights
          or obligations under this Agreement. From and after the Effective Date this
          Agreement shall supersede any other agreement between the parties with respect
          to the subject matter hereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Any dispute or controversy arising under or in connection with this Agreement
          shall be settled exclusively by arbitration, conducted before a panel of three
          arbitrators in Portland, Maine, in accordance with the rules of the American
          Arbitration Association then in effect. Judgment may be entered on the
          arbitrator&#146;s award in any court of competent jurisdiction. The Company and
          the Employee shall separately pay for their respective counsel fees and expenses
          and the arbitration panel shall allocate the costs and expenses of the
          arbitration between the Executive and the Company; provided, however, if the
          Executive substantially prevails on a material item that was subject to
          arbitration, the Company shall bear all expenses and other costs of the
          arbitration and all reasonable attorneys&#146; fees and expenses borne by the
          Executive. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          This Agreement constitutes the entire agreement between the parties with respect
          to the subject matter of this Agreement and, except as otherwise provided
          herein, supersedes all prior communications, agreements and understandings,
          written or oral, with the Company or any of its affiliates or predecessors with
          respect to the terms and conditions of the Executive&#146;s employment.
          Notwithstanding the provisions of the preceding sentence, this Agreement does
          not supersede any agreement between the Executive and the Company regarding
          non-disclosure and developments or any non-competition agreement between the
          Executive and the Company. In addition, the Executive shall remain subject to
          the post-termination non-compete obligations under any non-compete agreement
          with the Company notwithstanding any terms of such agreement that would relieve
          the Executive of such obligations upon termination of the Executive&#146;s
          employment with the Company other than for Cause. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center-TNR" FSL="Default" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[Remainder of Page
Intentionally Left Blank] </FONT></P>


<BR>
<!-- MARKER FORMAT-SHEET="Page Number Center" FSL="Project" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></P>

<!-- MARKER PAGE="sheet: 2; page: 2" -->
<HR SIZE=5 COLOR=GRAY NOSHADE>




<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the Executive has hereunto set the Executive&#146;s hand and, pursuant to
the authorization from its Board of Directors, the Company has caused these presents to be
executed in its name on its behalf, all as of the day and year first above written. </FONT></P>


<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=Bottom>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TH></TR>
<TR VALIGN=Bottom>
     <TD WIDTH=50% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=50% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>EXECUTIVE:</B><BR><BR><BR><BR></FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>______________________________</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[<I>insert name of executive</I>]<BR><BR><BR><BR></FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>COMPANY:</B><BR><BR></FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>IDEXX LABORATORIES, INC.<BR><BR><BR><BR></FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>By: ______________________________</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Name:</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Title:

</FONT></TD></TR>
</TABLE>


<BR>
<!-- MARKER FORMAT-SHEET="Page Number Center" FSL="Project" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></P>

<!-- MARKER PAGE="sheet: 2; page: 2" -->
<HR SIZE=5 COLOR=GRAY NOSHADE>




</BODY>
</HTML>
</TEXT>
</DOCUMENT>
