BNS CO
CHANGE OF CONTROL AGREEMENT BETWEEN CO. & APARACIO
<DOCUMENT>
<TYPE>EX-10.121
<SEQUENCE>9
<FILENAME>dex10121.txt
<DESCRIPTION>CHANGE OF CONTROL AGREEMENT BETWEEN CO. & APARACIO
<TEXT>

<PAGE>

                                                                  Exhibit 10.121
"CIC" Agreement

     THIS AGREEMENT dated as of August 31, 1999, is made by and between Brown &
Sharpe Manufacturing Company, a Delaware Corporation, (the "Company") and
Antonio Aparicio, Corporate Vice President and General Manager, Precision
Measuring Instruments Division ("Executive").

     WHEREAS the Compensation and Nominating Committee of the Board of Directors
of the Company (the "Committee" and the "Board", respectively) recognizes that,
as is the case with many publicly held corporations, the possibility of a Change
in Control (as defined in the last Section hereof) exists and that such
possibility, and the resultant uncertainty as to the Executive's
responsibilities, compensation or continued employment, may result in the
departure or distraction of the Executive, and whereas the Board believes it is
important to the Company and the interests of its stockholders, should the
Company receive acquisition or combination proposals from outside parties, to
enable the Executive, without being distracted by the uncertainties of his own
employment situation, to perform his regular duties and to act objectively in
connection with any such proposals; and

     WHEREAS the Company considers it essential to the best interests of the
Company, its shareholders, and its employees generally to agree to provide the
benefits set forth below;

     NOW THEREFORE, in consideration of the premises and the mutual covenants
herein contained and other good and valuable consideration, the Company and the
Executive hereby agree as follows:

     1.   Defined Terms.  The definition of capitalized terms used in this
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Agreement is provided in the last Section hereof.

     2.   Term of Agreement. This Agreement shall commence on the date hereof
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and shall continue in effect until terminated by written agreement between the
Company and the Executive or until the Executive's employment with the Company
has been terminated under circumstances not involving a Change in Control.

     3.   Company's Covenants Summarized. In consideration of the Executive's
          ------------------------------
covenants set forth in Section 4 hereof, the Company agrees, under the
conditions described herein, to pay the Executive the "Severance Payments"
described in Section 6.1 hereof and the other payments and benefits described
herein in the event the Executive's employment with the Company is terminated
following a Change in Control. No amount or benefit shall be payable under this
Agreement unless there shall have been (or, under the terms hereof, there shall
be deemed to have been) a termination of the Executive's employment with the
Company following a Change in Control. This Agreement shall not be construed as
creating an express or implied contract of employment prior to the date of a
Change in Control and, except as otherwise agreed in writing between the
Executive and the Company, the Executive shall not have any right to be retained
in the employ of the Company.

     4.   The Executive's Covenants. The Executive agrees that if the Company
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enters into an agreement described in Section 15(C)(v), or if there is a public
announcement described in Section 15(C)(vi), or if the Board adopts a resolution
described in Section 15(C)(vii), in each case regardless of whether such
agreement or the action or actions contemplated by such announcement or
resolution have yet resulted in a Change in Control, the Executive will, if
requested by the Company, remain in the employ of the Company until the earlier
of (A) a date specified in such request which is not later than three (3) months
after the date on which the actions ultimately resulting in a Change in Control
are consummated (but one (1) month if Section 15(C)(vi) is applicable), or (B)
the date of termination by the Executive of the Executive's employment for Good
Reason (determined, for purposes of this clause (B), without regard to Section
15(K)(a)) or by reason of death or Disability, or the efforts to effect a Change
in Control have been abandoned or terminated.

     5.   Compensation Other Than Severance Payment.
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     5.1. Following a Change in Control, during any period that the Executive
fails to perform the Executive's full-time duties with the Company as a result
of incapacity due to physical or mental illness, the Company shall pay the
Executive's full salary to the Executive at the rate in effect at the
commencement of such period (or the rate in effect immediately prior to the
Change in Control, if higher), together with all compensation and benefits
payable to the Executive under the terms of any compensation or benefit plan,
program or arrangement maintained by the Company during such period, until the
Executive's employment is terminated by the Company for Disability or the
Executive resumes full-time duties, subject to the other termination provisions
of this Agreement.

     5.2. If the Executive's employment shall be terminated for any reason
following a Change in Control, the Company shall pay the Executive's full salary
to the Executive through the Date of Termination at the rate in effect at the
time the Notice of Termination is given (or the rate in effect immediately prior
to the Change in Control, if higher), together with all prorated compensation
and benefits payable to the Executive or creditable to his plan account under
the terms of any compensation or benefit plan, program or arrangement maintained
by the Company prior to the Date of Termination (or such terms as in effect
immediately prior to the Change in Control, if more favorable to the Executive)
were the Executive employed by the Company on the last day of the year. In the
case of the PIP payout, the amount to be paid shall be equal to the larger of
(i) the PIP amount that would be payable if all objectives were met 100% (payout
factor of 1.0) or (ii) the largest PIP amount paid to the Executive during the
past three years, in either case prorated for the period of the Executive's
employment during such year and paid in cash within 15 days of the date of
termination. In the case of the Perquisite Plan, the amount to be paid out is
such that, including amounts already paid to the Executive during the calendar
year of the Termination, 100% of the annual amount last awarded to the Executive
by the Committee prior to the Change in Control shall have been paid to the
Executive. In the case of the Company's Savings and Retirement Plan for
Management Employees ("SARP"), Employee Stock Ownership Plan and Trust ("ESOP"),
the excess benefit restoration account under the Company's Supplemental
Executive Retirement Plan, the Company's Senior Executive Supplemental Umbrella
Pension Plan, and any other plan benefits under the first sentence of this
section for the year or period in which the Executive's termination of
employment occurs shall be determined without regard either to the right of the
Board to not authorize any contribution to the SARP, ESOP, SERP, or other plan
for that year or to any requirement in such plan or program that the Executive
continue employment until the end of such year or period and as so determined
shall be prorated for the period of the Executive's employment during such year
or period provided that if such contributions cannot validly be made pursuant to
the terms of the plans, then the amount that could not be so contributed to the
SARP, ESOP, or other plan shall be paid under this Agreement in cash in a lump
sum to the Executive within 15 days of the Date of Termination. In the case of
the Company's Long Term Deferred Cash Incentive Plan (the "LTDCIP"), for
purposes of the first sentence of this Section, there shall be paid to the
Executive in a cash lump sum payment within 15 days of the Date of Termination
an amount equal to the applicable pro rate portion, based on the days of the
Executive's employment in the year prior to the Date of Termination of the award
or credit that would have been credited to the Executive's account under the
LTDCIP for the calendar year in which the Date of Termination occurs assuming,
for such year, (i) the Company's Adjusted Pretax Profit (as defined in the
LTDCIP) had equaled the amount projected as Adjusted Pretax Profit in the
Company's latest "BNS Five Year Plan - Base Case" provided to the Company's
investment banker prior the Change in Control (or if not available, the best
equivalent), and (ii) the Executive's percentage award opportunity had equaled
the Executive's percentage award opportunity specified in the most recent award
to the Executive preceding the Change in Control.

     Upon a Change in Control, all options held by the Executive at such date
shall immediately vest and become exercisable and all restrictions on restricted
stock shall lapse, to the extent that such vesting or lapse has not occurred by
said date under the terms of the Equity Incentive Plan (or other applicable
plan).

     5.3. If the Executive's employment shall be terminated for any reason
following a Change in Control, the Company shall pay the Executive's
post-termination compensation and benefits to the

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Executive as such payments become due, as determined under and paid in
accordance with the Company's retirement, insurance and other compensation or
benefit plans, programs and arrangements and agreements, including the plans
referred to in Section 5.2, other than this Agreement; provided, however, that
the Severance Payments under Section 6 of this Agreement shall be the only
severance and benefits paid or provided following a Change in Control for a
termination by the Executive with Good Reason or a termination by the Company
Without Cause unless the Executive elects within 30 days after the Termination
Date to take such other payments and benefits exclusively in lieu of the
Severance Payments under Section 6.

     6.   Severance Payments.
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     6.1. Subject to Section 6.2 hereof, the Company shall pay the Executive
the payments and benefits described in this Section 6.1 ("Severance Payments"),
in addition to the applicable payments and benefits described in Section 5
hereof, upon any termination after a Change in Control by the Company Without
Cause or by the Executive for Good Reason.

          (i)  Within 15 days of the Date of Termination, the Company shall make
          a lump sum cash payment to the Executive equal to twice (two times)
          the sum of (a) the higher of the Executive's annual base salary in
          effect immediately prior to the occurrence of the event or
          circumstance upon which the Notice of Termination is based or in
          effect immediately prior to the Change in Control, (b) the highest
          annualized (for a partial year of service) annual aggregate bonuses
          paid, or accrued to be paid if not then yet paid (or, in the event
          that the Executive has been recently hired and has not had a full
          fiscal year of employment and Profit Incentive Plan opportunity, then
          the higher of the amount paid in the prior year, recalculated as if
          the Executive had been employed for the full entire year, or the
          planned amount of Profit Incentive Plan bonus payout for the Executive
          for the year in which the termination occurs) to the Executive under
          the Profit Incentive Plan or its successor plan or by vote of the
          Board of Directors (or a committee thereof) or bonuses of Sales
          Incentive Compensation or other bonuses excluding any bonuses paid as
          part of the hiring process, in each case determined (except as
          provided above with respect to a recently hired Executive) over the
          period beginning with the fifth (5th) year preceding the year in which
          occurs the Change in Control and ending with the period in which
          occurs the Date of Termination, and (c) the highest of the Executive's
          Perquisite Plan award amount in effect immediately prior to the
          occurrence of the event or circumstance upon which Notice or
          Termination is based or in effect immediately prior to the Change in
          Control or the Perquisite Plan amount last paid to the Executive.

          (ii) Within 15 days of the Date of Termination, the Company shall make
          an additional lump sum cash severance payment to the Executive equal
          to twice (two times) the annual level of contributions, credits or
          other benefits the Executive was receiving (or that were being made or
          were required to be made for the Executive's benefit) for the most
          recent applicable plan period prior to the Change in Control or prior
          to the Notice of Termination (whichever is more favorable to the
          Executive) under any employee benefits plan then existing including
          the SARP, the ESOP, the "excess benefit" restoration account under the
          Company's Supplemental Executive Retirement Plan, the Company's Senior
          Executive Supplemental Umbrella Pension Plan, the Company's matching
          contribution under its 401(k) plan applicable to the Executive and
          (subject to the following sentence) the LTDCIP (and in each case any
          successor plan or arrangement), in each case based on the levels of
          compensation taken into account under Section 6.1(i). In the case of
          the LTDCIP the payment shall equal to an amount equal to the award
          credits that would have been credited to the Executive's account under
          the LTDCIP for the calendar year in which the Date of Termination
          occurs and for the succeeding year, assuming for each of such years,
          (i) the Company's Adjusted Pretax Profit (as defined in the LTDCIP)
          had equaled the amount projected for the applicable year as Adjusted
          Pretax Profit (as defined in

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          LTDCIP) in the Company's latest "BNS Five Year Plan - Base Case"
          provided to the Company's investment banker prior the Change in
          Control (or if not available, the best equivalent), and (ii) the
          Executive's percentage award opportunity had equaled the percentage
          award opportunity which was the Executive's most recent award level
          preceding the Change in Control.

For the period of twenty-four (24) months following the Date of Termination, the
     Company shall arrange to provide the Executive with any employee welfare
     benefits including health, dental, disability, life, and accident insurance
     benefits substantially similar to those which the Executive is receiving on
     the same premium cost share basis as was applicable to the Executive
     immediately prior to the Notice of Termination or the Change in Control,
     whichever is more favorable to the Executive (without utilizing or limiting
     the Executive's subsequent resort to COBRA rights under applicable laws and
     without giving effect to any reduction in such benefits subsequent to a
     Change in Control which reduction constitutes Good Reason). Benefits
     otherwise receivable by the Executive under any employee welfare benefits
     including health, dental, disability, life, and accident insurance pursuant
     to this Section 6.1(ii) shall be reduced to the extent comparable benefits
     are actually received by or made available to the Executive without cost or
     at a lower cost than was charged to the Executive prior to the Change in
     Control or the Notice of Termination (whichever is more favorable to the
     Executive) during the twenty-four (24) month period following the
     Executive's termination of employment (and any such benefits actually
     received or made available by the Executive shall be reported to the
     Company by the Executive). In the event that the Company self-insures with
     respect to one of these benefits, such as for example dental benefits, then
     the Executive shall be reimbursed for all dental expenses during the 24-
     month period that would have been reimbursed under the self-funded policy
     in effect prior to the Notice of Termination or the Change in Control,
     whichever is more favorable to the Executive. If the benefits provided to
     the Executive under this Section 6.1(ii) shall result in a decrease,
     pursuant to Section 6.2, in the Severance Payments and as a result the
     Section 6.1(ii) benefits are thereafter reduced pursuant to the immediately
     preceding sentence because of the receipt or availability of comparable
     benefits, the Company shall, at the time of such reduction, pay to the
     Executive the lesser of (a) the amount of the decrease made in the
     Severance Payments pursuant to Section 6.2, or (b) the maximum amount which
     can be paid to the Executive without being, or causing any other payment to
     be, nondeductible by reason of section 280G of the Code.

     6.2. Notwithstanding any other provisions of this Agreement, in the
event that any payment or benefit received or to be received by the Executive in
connection with a Change in Control or the termination of the Executive's
employment (whether or not received pursuant to the terms of this Agreement or
otherwise) (all such payments and benefits, including option benefits and the
Severance Payments, being hereinafter called the "Total Payments") would be
subject in whole or in part to the Excise Tax, then the Severance Payments shall
be reduced to the extent, but only to the extent, necessary so that no portion
of the Total Payments is subject to the Excise Tax; provided, that no such
reduction shall be effected unless the net amount of the Total Payments after
such reduction in the Severance Payments and after deduction of the net amount
of federal, state and local income taxes on such reduced Total Payments would be
greater than the excess of (A) the net amount of the Total Payments without such
reduction in the Severance Payments but after deduction of the net amount of
federal, state and local income taxes (other than the Excise Tax) on such
unreduced Total Payments, over (b) the Excise Tax to which the Total Payments
are subject. The determination as to whether a reduction in Severance Payments
is to be made under this Section 6.2 and, if so, the amount of any such
reduction shall be made by the firm of certified public accountants that had
been acting as the Company's auditors prior to the Change in Control or by such
other firm of certified public accountants, benefits consulting firm or legal
counsel as the Board may designate for such purpose, with the approval of the
Executive, prior to the Change in Control.

     The Company shall provide the Executive with the auditor's calculations of
the amounts referred to in this Section 6.2 and such supporting materials as are
reasonably necessary for the Executive to evaluate the Company's calculations.

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     6.3. In the event of a termination following a Change in Control, the
Company also shall pay to the Executive all legal fees and expenses, if any,
incurred in disputing in good faith any such termination or in seeking in good
faith to obtain or enforce any payment, benefit or right provided by this
Agreement or in connection with any tax audit or proceeding to the extent
attributable to the application of section 4999 of the Code to any payment or
benefit provided hereunder). Such payments shall be made within five (5)
business days after delivery of the Executive's written requests for payment
accompanied with such evidence of fees and expenses incurred as the Company
reasonably may require.

     6.4. During the period of two years from the Termination Date, the Company
shall engage, at the request of the Executive, made in writing in the
Termination Notice or within ten days of receipt by the Executive of a Notice of
Termination, a mutually agreed upon, full executive outplacement counseling
service of national reputation, reasonably proximate to the Executive's home or
home office, to assist the Executive in obtaining employment.

     7.   Termination Procedures and Compensation During Dispute.
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     7.1. Notice of Termination. After a Change in Control, any purported
          ---------------------
termination of the Executive's employment (other than by reason of death) shall
be communicated by written Notice of Termination from one party hereto to the
other party hereto in accordance with Section 10 hereof. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which shall indicate
the specific termination provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive's employment under the provision so
indicated. Further, a Notice of Termination for Cause is required to include a
copy of a resolution duly adopted by the affirmative vote of not less than
three-quarters (3/4) of the entire membership (excluding the Executive, if a
Director) of the Board at a meeting of the Board which was called and held for
the purpose of considering such termination (after reasonable notice to the
Executive and an opportunity for the Executive, together with the Executive's
counsel, to be heard before the Board) finding that, in the good faith opinion
of the Board, the Executive was guilty of conduct set forth in clause (i) or
(ii) of the definition of Cause herein, and specifying the particulars thereof
in detail.

     7.2. Date of Termination.  "Date of Termination", with respect to any
          -------------------
purported termination of the Executive's employment after a Change in Control
during the term of this Agreement, shall mean, subject to the provisions of
Section 7.3:

     (A)  if the Executive's employment is terminated for Disability, thirty
     (30) days after Notice of Termination is given (provided that the Executive
     shall not have returned to the full-time performance of the Executive's
     duties during such thirty (30) day period), and

     (B)  if the Executive's employment is terminated for any other reason, the
     date specified in the Notice of Termination which, in the case of a
     termination by the Company, shall not be less than thirty (30) days (except
     in the case of a termination for Cause) and, in the case of a termination
     by the Executive, shall not be less than fifteen (15) days nor more than
     sixty (60) days from the date such Notice of Termination is given.

     7.3. Dispute Concerning Termination. If within fifteen (15) days after any
          ------------------------------
Notice of Termination is given, the party receiving such Notice of Termination
notifies the other party that a dispute exists concerning the termination, the
Date of Termination shall be the date on which the dispute is finally resolved,
either by mutual written agreement of the parties, by arbitrator's award, or, to
the extent permitted by Section 14, by a final judgment, order or decree of a
court of competent jurisdiction on the arbitrator's award (which is not
appealable or with respect to which the time for appeal therefrom has expired
and no appeal has been perfected); provided further that the Date of Termination
shall be extended by a notice of dispute only if such notice is given in good
faith and the party giving such notice pursues the resolution of such dispute
with reasonable diligence.

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     7.4. Compensation During Dispute. If a purported termination occurs
          ---------------------------
following a Change in Control and such termination is disputed in accordance
with Section 7.3 hereof, the Company shall continue to pay the Executive the
full compensation (including, but not limited to, salary) in effect when the
notice giving rise to the dispute was given and continue the Executive as a
participant in all compensation, benefit and insurance plans in which the
Executive was participating when the notice giving rise to the dispute was
given, until the dispute is finally resolved in accordance with Section 7.3
hereof. Amounts paid under this Section 7.4 are in addition to all other amounts
due under this Agreement (other than those due under Section 5.2 hereof) and
shall not be offset against or reduce any other amounts due under this
Agreement. In the event of such purported termination by the Company or the
Executive, the Executive need not provide any services to the Company and no
mitigation requirement shall apply.

     It is the intent of the Company that the Executive not be required to incur
the expenses associated with the enforcement of his rights under this Agreement
by an arbitration proceeding or otherwise because the cost and expense thereof
would substantially detract from the benefits intended to be extended to the
Executive hereunder. Accordingly, if the Executive determines in good faith that
the Company has failed to comply with any of its obligations under this
Agreement or if the Company or any other person takes any action to declare this
Agreement void or unenforceable, or institutes any litigation or arbitration
proceeding designed to deny, or to recover from the Executive the benefits
intended to be provided to the Executive hereunder or in the event of
arbitration proceedings instituted as contemplated by Section 7.3 above, the
Company confirms that it has irrevocably authorized the Executive from time to
time to retain counsel of his choice, at the expense of the Company as hereafter
provided, to represent the Executive in connection with the arbitration
proceeding provided for above (or in any other legal proceeding), whether by or
against the Company or any director, officer, stockholder or other person
affiliated with the Company, in any jurisdiction which may adversely affect
Executive's rights under this Agreement. Without limiting the provisions of
Section 7.3 above, the Company shall pay or cause to be paid and shall be solely
responsible for any and all attorneys' fees and related expenses incurred by the
Executive as a result of the Company's failure to perform this Agreement or any
provision thereof or as a result of the Company or any person contesting the
validity or enforceability of this Agreement or any provision thereof.

Interest at the rate of prime of The First National Bank of Boston (or its
     successor) plus 2 shall be payable monthly on all amounts due but not paid
     under this Agreement.

     8.   No Mitigation, etc. The Company agrees that, if the Executive's
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employment by the Company is terminated after a Change in Control, the Executive
is not required to seek other employment or to attempt in any way to reduce any
amounts payable to the Executive by the Company pursuant to Section 6 or Section
7.4. Further, the amount of any payment or benefit provided for in Section 6
(other than the health or insurance benefits in Section 6.1(ii)) or Section 7.4
shall not be reduced by any compensation earned by the Executive as the result
of employment by another employer, by retirement benefits, by offset against any
amount claimed to be owed by the Executive to the Company, or otherwise.

     In the event that the Executive's employment is terminated by the Company
after a Change in Control without Cause or by the Executive for Good Reason, the
Executive shall not be required to refrain from competition with Company or any
subsidiary but shall not be entitled to use or disclose trade secrets or
confidential information of the Company or any subsidiary.

     9.   Successors; Binding Agreement.
          -----------------------------

     9.1. In addition to any obligations imposed by law upon any successor
to the Company, the Company will require any successor (whether direct or
indirect, by purchase, merger or otherwise) to all or substantially all of the
business and/or assets of the Company to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. Failure of the
Company to obtain such assumption and agreement prior to or promptly after the
effectiveness of any such succession, unless remedied within ten days after
written notice by the Executive to the Company, shall be a breach of this
Agreement and shall entitle the Executive to compensation from the Company in
the same amount and on the same terms as

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the Executive would be entitled to hereunder if the Executive were to terminate
the Executive's employment for Good Reason after a Change in Control, except
that, for purposes of implementing the foregoing, the date on which any such
succession becomes effective shall be deemed the Date of Termination. In any
event this agreement shall be binding upon the Company and any successors or
assignees.

     9.2. This Agreement shall inure to the benefit of and be enforceable by
the Executive's guardian, personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If the
Executive shall die while any amount would still be payable to the Executive
hereunder (other than amounts which, by their terms, terminate upon the death of
the Executive) if the Executive had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to the executors, personal representatives or administrators of the
Executive's estate.

     10.  Notices. For the purpose of this Agreement, notices and all other
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communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered in hand or when delivered or
mailed by United States certified mail, return receipt requested, postage
prepaid, addressed to the respective addresses set forth below, or to such other
address as either party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective only upon
actual receipt:

          To the Company:

          Brown & Sharpe Manufacturing Company
          Precision Park
          200 Frenchtown Road
          North Kingstown, RI  02852

          Attention:  Secretary

          To the Executive:

          Antonio Aparicio
          Chemin des Creuses 35
          1008 Prilly, Switzerland

     11.  Miscellaneous. No provision of this Agreement may be modified or
          -------------
waived unless such waiver or modification is agreed to in writing and signed by
the Executive and such officer as may be specifically designated by the Board.
No waiver by either party hereto at any time of any breach by the other party
hereto of, or compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time. No agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either party which
are not expressly set forth in this Agreement. The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of
the State of Delaware (other then its internal conflict of laws) and this
Agreement shall be an instrument under seal. All references to sections of the
Exchange Act or the Code shall be deemed also to refer to any successor
provisions to such sections.

     Any payments provided for hereunder shall be paid net of any applicable
withholding required under federal, state or local law and any additional
withholding to which the Executive has agreed. The obligations of the Company
and the Executive under Sections 6, 7, 8 and 14 shall survive the expiration of
the term of this Agreement.

     The Company shall have no right of setoff against any payments required to
be made by the Company hereunder, and any claims by the Company against the
Executive may not be set off and must

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<PAGE>

be made against the Executive in an independent proceeding.

     Nothing herein shall adversely affect any of the Executive's rights under
the terms of any option, employee benefit plan or agreement, including without
limitation the Long-Term Deferred Cash Incentive Plan, the Supplemental
Executive Retirement Plan, the Senior Executive Supplemental Umbrella Pension
Plan, the Company's Salary and Retirement Plan for Management Employees and the
Employee Stock Ownership Plan and Trust, or any offer letter or employment
agreement, subject to the controlling provisions of Sections 5.3 and 6.

     Nothing in this Agreement shall detract from or limit the Executive's right
to participate in any stock option, bonus or other plan which may become
applicable to executives of the Company resulting from any merger of
consolidation of the Company or sale of all or substantially all of the assets
of the Company.

     12.  Validity. The invalidity or unenforceability of any provision of this
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Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect. In addition, if
any provision of this Agreement is held invalid or unenforceable by a court of
competent jurisdiction, then such provision shall be deemed modified to the
extent necessary to enable such provision to be valid and enforceable.

     13.  Counterparts.  This Agreement may be executed in several counterparts,
          ------------
each of which deemed to be an original but all of which together will constitute
one and the same instrument.

     14.  Settlement of Disputes; Arbitration. All claims by the Executive for
          -----------------------------------
benefits under this Agreement shall be directed to the Board c/o the Secretary
of the Company and shall be in writing. Any denial by the Board of a claim for
benefits under this Agreement shall be delivered to the Executive in writing and
shall set forth the specific reasons for the denial and the specific provisions
of this Agreement relied upon. The Board then shall afford a reasonable
opportunity to the Executive for a review of the decision denying a claim and
shall further allow the Executive to appeal to the Board a decision of the Board
within sixty (60) days after notification by the Board that the Executive's
claim has been denied. Any further dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration
(except to the limited extent provided below) in Boston, Massachusetts in
accordance with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrator's award in any court having
jurisdiction; provided, however, that the Executive shall be entitled to seek
specific performance of the Executive's right to be paid until the Date of
Termination during the pendency of any dispute or controversy arising under or
in connection with this Agreement by a proceeding in such arbitration or by a
proceeding for such relief in the federal court in Boston or the Massachusetts
state court in Suffolk County. Each party irrevocably submits, with respect to
the matter specified in the proviso to the immediately preceding sentence, to
the jurisdiction of the United States District Court for the Commonwealth of
Massachusetts and to the jurisdiction of the Massachusetts state court of
Suffolk County for the purpose of any suit or other proceeding arising out of or
based upon this Agreement or the subject matter hereof and agrees that any such
proceeding shall be brought or maintained only in such courts and waives, to the
extent not prohibited by applicable law, and agrees not to assert in any such
proceeding, any claim that it is not subject personally to the jurisdiction of
the above-named courts, that any such proceeding brought or maintained in a
court provided for above may not be properly brought or maintained in such
court, should be transferred to some other court or should be stayed or
dismissed by reason of the pendency of some other proceeding in some other
court, or that this Agreement or the subject matter hereof may not be enforced
in or by such court.

     15.  Definitions.  For purposes of this Agreement, the following terms
          -----------
shall have the meanings indicated below:

     (A)  "Board" shall have the meaning given it in the first "WHEREAS" clause
     of this Agreement.

     (B)  "Cause" for termination by the Company of the Executive's employment,
     after any

                                       8
<PAGE>

     Change in Control, shall mean:

          (i)   intentional commission of theft, embezzlement, or other serious
          and substantial crimes against the Company, intentional wrongful
          engagement in competitive activity with respect to any business of the
          Company or its subsidiaries, or intentional wrongful commission of
          material acts in clear and direct contravention of instructions from
          the Board (or from the Chief Executive Officer with respect to
          officers other than the Chief Executive Officer); provided, however,
          that the termination for Cause shall have been approved or ratified by
          the Board after notice to the Executive, or

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

     For purposes of this definition, no act, or failure to act, on the
     Executive's part shall be deemed "willful" unless done, or omitted to be
     done, by the Executive not in good faith and without reasonable belief that
     the Executive's act, or failure to act, was in the best interest of the
     Company.

     (C)  A "Change in Control" shall be deemed to have occurred if the
     conditions set forth in any one of the following paragraphs shall have been
     satisfied.

          (i)   any "person" as such term is used in Sections 13(d) and 14(d) of
          the Exchange Act (other than (1) the Company; (2) any wholly-owned or
          otherwise controlled subsidiary of the Company; (3) any trustee or
          other fiduciary holding securities under an employee benefit plan of
          the Company or of any subsidiary of the Company; or (4) any company
          owned, directly or indirectly, by the shareholders of the Company in
          substantially the same proportions as their ownership of capital stock
          of the Company), is or becomes the "beneficial owner" (as defined in
          Section 13(d) of the Exchange Act), together with all Affiliates and
          Associates (as such terms are used in Rule 12b-2 of the General Rules
          and Regulations under the Exchange Act) of such person, directly or
          indirectly, of securities of the Company representing 30% or more of
          the combined voting power of the Company's then outstanding
          securities; or

          (ii)  the shareholders of the Company approve a merger or
          consolidation of the Company with any other company, other than (1) a
          merger or consolidation which would result in the voting securities of
          the Company outstanding immediately prior thereto continuing to
          represent (either by remaining outstanding or by being converted into
          voting securities of the surviving entity), in combination with the
          ownership of any trustee or other fiduciary holding securities under
          an employee benefit plan of the Company or any subsidiary of the
          Company, at least 65% of the combined voting power of the voting
          securities of the Company or such surviving entity outstanding
          immediately after such merger or consolidation; or (2) a merger or
          consolidation effected to implement a recapitalization of the Company
          (or similar transaction) in which no "person" (with the exception
          given and the method of determining "beneficial ownership" used in
          clause (1) of this definition) acquires more than 30% of the combined
          voting power of the Company's then outstanding securities; or

          (iii) during any period of two consecutive years (not including any
          period prior to the execution of this Agreement), individuals who, at
          the beginning of such period, constitute the Board, and any new
          director (other than a director designated by a person who has entered
          into an agreement with the Company to effect a transaction described
          in clause (i), (ii), or (iv) of this definition) whose election by the
          Board or nomination for election by the Company's stockholders was
          approved by a vote of at least two-thirds (2/3) of the directors then
          still in office who either were directors at the beginning of the
          period or whose election or nomination for election was previously so
          approved cease for any

                                       9
<PAGE>

          reason to constitute at least a majority thereof; or

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

          (v)   the Company enters into an agreement, the consummation of which
          would result in the occurrence of a Change in Control, provided,
          however, that if such agreement requires approval by the Company's
          shareholders of the agreement or transaction or the satisfaction of
          other conditions, a Change in Control shall not be deemed to have
          taken place unless and until such approval is secured and all
          conditions are satisfied (but upon any such approval and the
          satisfaction of such conditions and the consummation of the
          transaction, a Change in Control shall be deemed to have occurred on
          the date of execution of such agreement); or

          (vi)  the Company or any person publicly announces an intention to
          take or to consider taking actions which, if consummated, would
          constitute a Change in Control, provided that a Change in Control will
          not be deemed to have taken place unless and until actions are taken
          that constitute a Change in Control (but upon the taking of any such
          actions a Change in Control shall be deemed to have occurred on the
          date of such announcement); or

          (vii) the Board adopts a resolution to the effect that, for purposes
          of this Agreement, a Change in Control will occur upon the taking of
          certain action provided that the Change in Control shall not be deemed
          to have taken place unless and until such action is taken (but upon
          the taking of such action, a Change in Control shall be deemed to have
          occurred on the date of such resolution of the Board).

     (D)  "Code" shall mean the Internal Revenue Code of 1986, as amended from
     time to time.

     (E)  "Company" shall mean Brown & Sharpe Manufacturing Company and any
     successor to its business and/or assets which assumes and agrees to perform
     this Agreement by operation of law, or otherwise (except in determining,
     under Section 15(C) hereof, whether or not any Change in Control of the
     Company has occurred in connection with such succession).

     (F)  "Date of Termination" shall have the meaning stated in Section 7.2
     hereof.

     (G)  "Disability" shall be deemed the reason for the termination by the
     Company of the Executive's employment if, as a result of the Executive's
     incapacity due to physical or mental illness, the Executive shall have been
     absent from the full-time performance of the Executive's duties with the
     Company for a period of six (6) consecutive months, the Company shall have
     given the Executive a Notice of Termination for Disability, and, within
     thirty (30) days after such Notice of Termination is given, the Executive
     shall not have returned to the full-time performance of the Executive's
     duties.

     (H)  "Exchange Act" shall mean the Securities Exchange Act of 1934, as
     amended from time to time.

     (I)  "Excise Tax" shall mean any excise tax imposed under section 4999 of
     the Code or any successor section.

     (J)  "Executive" shall mean the individual named in the first paragraph of
     this Agreement.

     (K)  "Good Reason" for termination by the Executive of the Executive's
     employment shall mean the occurrence (without the Executive's express
     written consent), within not more than three

                                       10
<PAGE>

     years after the Change in Control, of any one of the following acts by the
     Company, or failures by the Company to act, unless, in the case of any act
     or failure to act described in paragraph (a), (d), (e), (f), (g), or (h),
     below, such act or failure to act is corrected prior to the Date of
     Termination specified in the Notice of Termination given in respect
     thereof:

          (a)  the assignment to the Executive of any duties inconsistent with
               the Executive's status as a senior executive officer of the
               Company or an adverse alteration in the nature or status of the
               Executive's responsibilities, authority or reporting
               relationships from those in effect immediately prior to the
               Change in Control, as outlined on attached Exhibit A, including,
               for the Chief Executive Officer, Chief Financial Officer,
               Controller, Treasurer, Secretary and Corporate Counsel and the
               Chief Information Officer, the change in status from an officer
               of a "public company" to an officer of a "private" company or a
               "public" company in which another person owns more than 20% of
               the voting power;

          (b)  a reduction by the Company in the Executive's annual base salary
               as in effect on the date hereof or as the same may be increased
               from time to time;

          (c)  the relocation of the Company's principal executive office to a
               location more than twenty (20) miles from the location of such
               office immediately prior to the Change in Control or the
               Company's requiring the Executive to be based anywhere other than
               the Company's principal executive office, except for required
               travel on the Company's business to an extent substantially
               consistent with the Executive's present business travel
               obligations prior to the Change in Control; provided that if the
               Executive was not located prior to the Change in Control at the
               principal executive office then such office where the Executive
               was located shall be substituted for the term "principal
               executive office";

          (d)  the failure, not corrected within five (5) days after written
               notice thereof to the Company, by the Company, without the
               Executive's consent, to pay to the Executive any portion of the
               Executive's current compensation, or to pay to the Executive any
               portion of an installment of deferred compensation under any
               deferred compensation program of the Company, within seven (7)
               days of the date such compensation is due;

          (e)  the failure, not corrected within five (5) days after written
               notice thereof to the Company, by the Company to continue in
               effect any compensation plan (until its stated expiration date)
               in which the Executive participated immediately prior to the
               Change in Control which is material to the Executive's total
               compensation, including but not limited to the Company's Equity
               Incentive Plan, the Profit Incentive Plan, the LTDCIP, the
               Supplemental Executive Retirement Plan, the Senior Executive
               Supplemental Umbrella Pension Plan, the SARP and the ESOP (all of
               which plans are deemed material) or any substitute plans adopted
               prior to the Change in Control, but in each case only if such
               plan is one in which the Executive participated immediately prior
               to the Change in Control, unless a substantially equivalent
               equitable arrangement, reasonably acceptable to the Executive
               (embodied in an ongoing substitute or alternative plan) has been
               made with respect to such plan, or the failure by the Company to
               continue the Executive's participation therein (or in such
               substitute or alternative plan) on a basis not materially less
               favorable than the basis on which benefits were provided or made
               available to the Executive prior to the Change in Control. For
               purposes of the preceding provision, it is understood that the
               LTDCIP is a Company before tax profit based plan and that
               effective continuity of this plan or any substantial equivalent
               to it by definition requires with regard to the determination of
               the benefit (i) continuity of the existing organizations within
               the Company immediately

                                       11
<PAGE>

               prior to the Change in Control whereby these revenue and profit
               generating capability of each part and in total is no less than
               it was immediately prior to the Change in Control, (ii) the
               accounting and consolidation methodologies are equivalent and
               (iii) the participant award factors remain unchanged, and (iv)
               change of bases used in determining the annual participant award
               credit or accrual within a fiscal year shall require use of the
               new bases for the whole fiscal year. If any of the above
               conditions (15(K)(e) (i), (ii), (iii) or (iv)) is not satisfied,
               then the LTDCIP's continuity or equivalency may only be achieved
               for purposes of this paragraph by determining the annual
               participant award credit or accrual based on the Company's
               planned Adjusted Pretax Profit (as defined in the LTDCIP) for the
               applicable period per the latest "BNS Five Year Plan - Base Case"
               provided to the Company's investment banker prior to the Change
               in Control (or if not available, the best equivalent thereof).

          (f)  the failure, not corrected within five (5) days after written
               notice thereof to the Company, by the Company to continue to
               provide the Executive with benefits substantially similar to
               those enjoyed by the Executive under any of the Company's
               pension, life insurance, medial, health and accident, or
               disability plans in which the Executive was participating at the
               time of the Change in Control (other than changes required by
               law), the taking of any action by the Company which would
               directly or indirectly materially reduce any of such benefits or
               deprive the Executive of any material fringe benefit enjoyed by
               the Executive at the time of the Change in Control, or the
               failure by the Company to provide the Executive with the number
               of paid vacation days to which the Executive is entitled in
               accordance with the Company's normal vacation policy in effect
               prior to the Change in Control;

          (g)  any purported termination of the Executive's employment which is
               not effected pursuant to a Notice of Termination satisfying the
               requirements of Section 7.1; and for purposes of this Agreement,
               no such purported termination shall be effective; or

          (h)  any breach by the Company of any provision of this Agreement, not
               corrected within 15 days after notice by the Executive to the
               Company.

          The Executive's right to terminate the Executive's employment for Good
          Reason shall not be affected by the Executive's incapacity due to
          physical or mental illness. The Executive's continued performance
          shall not constitute consent to, or a waiver of rights with respect
          to, any act or failure to act constituting Good Reason hereunder.

     (L)  "Notice of Termination" shall have the meaning stated in Section 7.1
     hereof.

     (M)  "Person" shall have the meaning given in Section 3(a)(9) of the
     Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof;
     however, a Person shall not include:

          (i)    the Company,

          (ii)   a trustee or other fiduciary holding securities under an
          employee benefit plan of the Company, or

          (iii)  a corporation owned, directly or indirectly, by the
          stockholders of the Company in substantially the same proportions as
          their ownership of stock of the Company.

     (N)  "Severance Payments" shall mean those payments and benefits described
     in Section 6.1 hereof.

                                       12
<PAGE>

     (O)  "Terminate Without Cause" shall mean a termination by the Company,
     within not more than three years after the Change in Control, other than a
     termination upon death, disability or retirement at age 65 (or such later
     age as may be established by the Board of Directors or the Compensation and
     Nominating Committee) or for Cause (as defined above).

     (P)  "Total Payments" shall mean those payments described in Section 6.2
     hereof.

     IN WITNESS WHEREOF, the undersigned parties have each executed or caused
this Agreement to be duly executed as of the date set forth above.

WITNESSED:                    BROWN & SHARPE MANUFACTURING COMPANY



________________________      By _______________________________________
                                   Frank T. Curtin
                              ____________________
                                    Chairman of the Board of Directors,
                                    President, and Chief Executive Officer



WITNESSED:



_______________________       _________________________________________
                                   Antonio Aparicio
                                   Corporate Vice President and General Manager,
                                   Precision Measuring Instruments Division

                                       13
<PAGE>

                                                                       Exhibit A
                                                                       ---------
Position
--------

Corporate Vice President & General Manager - PMI Division

Reporting and Responsibility
----------------------------

Reports to BNS Chairman, President, and CEO. Management responsibility for five
PMI units: PMI-CH, PMI-France, PMI-UK, PMI-U.S.A., and PMI-Japan. Worldwide
responsibility for PMI Division profitability and asset management and all
management functions in all sectors including: R&D, Marking & Sales,
Manufacturing, Human Resources, and Administration. President of the Brown &
Sharpe Tesa S.A. Board, President of the Brown & Sharpe Roch S.A. Board,
Administrator of Brown & Sharpe PMI KK, and Administrator of PMI-UK. Member of
the P&O Committee.


Headquartered in Renens, Switzerland.
</TEXT>
</DOCUMENT>
