PANAMERICAN BEVERAGES INC
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>ex10-3.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>

                            EMPLOYMENT AGREEMENT
                            --------------------

     AGREEMENT, dated as of October 6, 2000 (the "Effective Date") by and
between Panamerican Beverages, Inc. (together with its successors and assigns,
the "Company") and WILLIAM G. COOLING (the "Executive"):

                           W I T N E S S E T H :

     WHEREAS, the Company desires to employ the Executive and to enter into an
agreement embodying the terms of such employment;

     WHEREAS, the Executive desires to accept employment with the Company,
subject to the terms and provisions of this Agreement;

     NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, the Company and the Executive agree as
follows:

     1. Definitions. Capitalized terms not otherwise defined herein shall have
the meanings set forth in Exhibit A.

     2. Term. The Company hereby employs the Executive under this Agreement,
and the Executive hereby accepts such employment, for the Term. The Term shall
commence as of the Effective Date and shall end on December 31, 2001;
provided, however, that the Term shall thereafter be automatically and
indefinitely extended for additional six month periods unless either Party
shall give the other written notice at least three months prior to the
then-scheduled date of expiration of the Term that such Party is electing not
to so extend the Term. Notwithstanding the foregoing, the Term may be earlier
terminated in strict accordance with the provisions of Section 8.

     3. Positions, Duties and Location.

        (a) During the Term, the Executive shall serve as a member of the
Board; shall (except as otherwise agreed in connection with the appointment of
a new full-time Chief Executive Officer for the Company) serve as Chairman of
the Board and Chief Executive Officer of the Company; shall (except as
otherwise agreed in connection with the appointment of a new full-time Chief
Executive Officer for the Company) have all authorities, duties and
responsibilities customarily exercised by an individual serving in those
capacities in a corporation of the size and nature of the Company; shall be
assigned no duties or responsibilities that are inconsistent with, or that
impair his ability to discharge, the foregoing duties and responsibilities;
and shall report solely and directly to the Board. The Company represents and
warrants that it has amended, or will promptly amend, its By-laws so as to be
consistent with this Section 3(a).


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        (b) During the Term, the Executive shall devote eighty to ninety
percent (80% to 90%) of his business time and business efforts to the Company
and its Affiliates (provided that this requirement shall be deemed met if the
business time so devoted averages approximately eighteen (18) days per month
(including vacation days and holidays) during the Term); provided that nothing
herein shall preclude the Executive from: (i) serving on the boards of a
reasonable number of business entities, trade associations and charitable
organizations, (ii) engaging in charitable activities and community affairs,
(iii) accepting and fulfilling a reasonable number of speaking engagements;
(iv) managing his personal investments and affairs and (v) engaging in other
business and professional activities; provided that such activities do not in
the aggregate materially interfere with the proper performance of his duties
and responsibilities hereunder.

        (c) During the Term, the Executive's principal office, and principal
place of employment, shall be in Miami, Florida.

     4. Base Salary and Annual Incentive Award. During the Term, the
Executive shall have no entitlement to any salary, or annual incentive
award, except to the extent that the Board may otherwise provide in its
sole discretion.

     5. Equity Arrangements. Effective as of November 10, 2000, the Executive
shall be granted equity awards in the amounts, and subject to the terms, set
forth in Exhibit B. Promptly following full execution of this Agreement, the
Parties shall prepare and execute a Stock Option Agreement, and a Restricted
Stock Agreement, that incorporate the terms set forth in Exhibit B and are in
customary form reasonably acceptable to both Parties.

     6. Compensation as Director. Notwithstanding anything elsewhere herein to
the contrary, the Executive shall, during the Term, continue to receive all
compensation and other benefits to which he would be entitled, in the absence
of this Agreement, as a member of the Board.

     7. Other Benefits.

        (a) During the Term, the Executive shall not be entitled to
participate in any employee benefit plan, program or arrangement except as
provided in Section 6 and this Section 7 and as the Board may additionally
provide in its sole discretion.

        (b) Fringe Benefits, Perquisites and Vacations. During the Term, the
Executive shall be entitled to participate in all fringe benefits and
perquisites, including vacations, available to senior executives of the
Company at levels, and on terms and conditions, that are commensurate with his
positions and responsibilities at the Company; and shall be entitled to
receive such additional fringe benefits and perquisites as the Company may, in
its discretion, from time-to-time provide.

        (c) Reimbursement of Business and Other Expenses. The Executive shall
be promptly reimbursed for all expenses reasonably incurred by him in
connection with his duties and responsibilities under this Agreement
(including without limitation, reasonable living expenses (e.g.,
hotel/furnished apartment, car, meals) incurred in Miami or otherwise arising


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while away from home on Company business), subject to documentation in
accordance with reasonable policies previously communicated to him in writing.
The Executive shall also be promptly reimbursed for any and all expenses
(including, without limitation, attorneys' fees and other charges of counsel)
incurred by him in connection with the negotiation and documentation of his
employment arrangements with the Company, including this Agreement.

     8. Termination of Employment.

        (a) Termination Due to Death or Disability. In the event that the
Executive's employment hereunder is terminated due to his death, his estate or
his beneficiaries (as the case may be) shall be entitled to the benefits set
forth in Section 8(e). In the event that the Executive's employment hereunder
is terminated due to Disability, he shall be entitled to the benefits set
forth in Section 8(e). No termination of the Executive's employment hereunder
for Disability shall be effective unless the Party terminating his employment
first gives 30 days' written notice of such termination to the other Party.

        (b) Termination by the Company for Cause.

            (i) No termination of the Executive's employment hereunder by the
Company for Cause shall be effective as a termination for Cause unless the
provisions of this Section 8(b)(i) shall first have been complied with. The
Executive shall be given written notice by the Board of its intention to
terminate him for Cause, such notice (A) to state in detail the particular
circumstances that constitute the grounds on which the proposed termination
for Cause is based and (B) to be given no later than 90 days after the Board
first learns of such circumstances. The Executive shall have 15 days after
receiving such notice in which to cure or correct such grounds, to the extent
such cure or correction is possible. If he fails to cure or correct such
grounds, the Executive shall then be entitled to a hearing before the Board.
Such hearing shall be held within 20 days of his receiving such notice,
provided that he requests such hearing within 15 days of receiving such
notice. If, within five days following such hearing, the Board gives written
notice to the Executive confirming that, in the judgment of two-thirds of the
members of the Board that are not then employed as senior executives of the
Company, Cause for terminating his employment on the basis set forth in the
original notice exists, his employment with the Company shall thereupon be
terminated for Cause, subject to de novo review, at the Executive's election,
through arbitration in accordance with Section 13, provided that it is
understood that in no event shall the arbitrator(s) have the right to
reinstate the Executive as Chairman of the Board or Chief Executive Officer of
the Company.

            (ii) In the event that the Executive's employment hereunder is
terminated by the Company for Cause in accordance with Section 8(b)(i), he
shall be entitled to the benefits set forth in Section 8(e).

        (c) Termination Without Cause. In the event that (x) the Executive's
employment hereunder is terminated by the Company, other than for Disability
in accordance with Section 8(a) or for Cause in accordance with Section
8(b)(i), or (y) a Constructive Termination Without Cause occurs, the Executive
shall be entitled to:


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            (i) a prompt lump-sum cash payment of $950,000 and

            (ii) the benefits set forth in Section 8(e);

provided, however, that the Executive shall not be entitled to the lump-sum
payment described in clause (i) of this Section 8(c) in the event of: (A) a
Constructive Termination Without Cause the sole basis for which is that a new
full-time Chief Executive Officer of the Company has commenced employment with
the Company as such or (B) a termination upon expiration of the then scheduled
Term.

        (d) Voluntary Termination. In the event that the Executive terminates
his employment hereunder prior to the then-scheduled expiration of the Term,
prior to the date on which a new full-time Chief Executive Officer of the
Company commences employment as such, and on his own initiative (other than by
death, for Disability or by a Constructive Termination Without Cause), he
shall be entitled to the benefits set forth in Section 8(e). Any such
termination (a "Voluntary Termination") shall not be deemed a breach of this
Agreement.

        (e) Benefits on any Termination. On any termination of the Executive's
employment hereunder (including without limitation, a termination upon
expiration of the then-scheduled Term), the Executive shall be entitled to:

                (A) any amounts or benefits due under Sections 6 and 7;

                (B) other or additional benefits in accordance with
applicable plans, programs and arrangements of the Company and its
Affiliates (including without limitation, Sections 5, 9 and 10 and the
equity awards whose key terms are set forth in Exhibit B).

        (f) No Mitigation/No Offset. In the event of any termination of the
Executive's employment hereunder, the Executive shall be under no obligation
to seek other employment or otherwise mitigate the obligations of the Company
under this Agreement, and there shall be no offset against amounts due the
Executive under this Agreement on account of (A) any Claim that the Company or
any of its Affiliates may have against him or (B) any remuneration or other
benefit earned or received by the Executive after such termination. Any
amounts due under this Section 8 are considered to be reasonable by the
Company and are not in the nature of a penalty.

     9. "Golden Parachute" Tax. In the event that any payment or benefit made
or provided to or for the benefit of the Executive in connection with this
Agreement or his employment with the Company or the termination thereof (a
"Payment") is determined to be subject to any excise tax ("Excise Tax")
imposed by Section 4999 of the Code (or any successor to such Section), the
Company shall pay to the Executive, prior to the time any Excise Tax is due in
respect of such Payment (through withholding or otherwise), an additional
amount which, after the imposition of all income, employment, excise and other
taxes thereon, is equal to the sum of (i) the Excise Tax on such Payment plus
(ii) any penalty and interest assessments associated with such Excise Tax. The
initial determination (that is, prior to any determination by


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the Internal Revenue Service or other government agency or court with
jurisdiction) of whether any Payment is subject to an Excise Tax and, if so,
the amount to be paid by the Company to the Executive and the time of payment
pursuant to this Section 9 shall be made by an independent auditor (the
"Auditor") jointly selected by the Parties and paid by the Company. Unless the
Executive agrees otherwise in writing, the Auditor shall be a nationally
recognized United States public accounting firm that has not, during the two
years preceding the date of its selection, acted in any way on behalf of the
Company or any of its Affiliates. If the Parties cannot agree on the firm to
serve as the Auditor, then each Party shall select one accounting firm and
those two firms shall jointly select the accounting firm to serve as the
Auditor. The Parties shall cooperate with each other in connection with any
Proceeding or Claim relating to the existence or amount of any liability for
Excise Tax. All expenses relating to any such Proceeding or Claim (including
attorneys' fees and other expenses incurred by the Executive in connection
therewith) shall be paid by the Company promptly upon demand by the Executive,
and any such payment shall (for the avoidance of doubt) be subject to gross-up
under this Section 9 in the event that the Executive is subject to Excise Tax
on it.

     10. Indemnification.

        (a) If the Executive is made a party, or is threatened to be made a
party, to any Proceeding by reason of the fact that he is or was a director,
officer, employee, agent, manager, consultant or representative of the Company
or any of its Affiliates or is or was serving at the request of the Company or
any of its Affiliates, or in connection with his service hereunder, as a
director, officer, member, employee, agent, manager, consultant or
representative of another Person, or if any Claim is made, or is threatened to
be made, that arises out of or relates to the Executive's service in any of
the foregoing capacities, then the Executive shall promptly be indemnified and
held harmless (and shall be entitled to prompt advancement of expenses,
including without limitation attorneys' fees and other charges of counsel) in
each case to the fullest extent provided under the Company's By-Laws, Articles
of Incorporation, and officers' and directors' liability insurance policies
and programs.

        (b) During the Term and for a period of six years thereafter, a
directors' and officers' liability insurance policy (or policies) shall be
kept in place providing coverage to the Executive that is no less favorable to
him in any respect (including without limitation, with respect to scope,
exclusions, amounts, and deductibles) than (x) the coverage then being
provided to any other present or former senior executive or director of the
Company and (y) the coverage provided to him as of February 20, 2001.

     11. Assignability; Binding Nature.

        (a) This Agreement shall be binding upon and inure to the benefit of
the Parties and their respective successors, heirs (in the case of the
Executive) and assigns.

        (b) No rights or obligations of the Company under this Agreement may
be assigned or transferred by the Company except that such rights or
obligations may be assigned or transferred pursuant to a merger, consolidation
or other combination, reconstruction or amalgamation in which the Company is
not the continuing entity, or a sale or liquidation of all or


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<PAGE>


substantially all of the business and assets of the Company; provided that the
assignee or transferee is the successor to all or substantially all of the
business and assets of the Company and such assignee or transferee expressly
assumes the liabilities, obligations and duties of the Company as set forth in
this Agreement. In the event of any merger, consolidation, other combination,
reconstruction or amalgamation, or sale or liquidation of business and assets
as described in the preceding sentence, the Company shall use its best efforts
to cause such assignee or transferee to promptly and expressly assume the
liabilities, obligations and duties of the Company hereunder.

        (c) No rights or obligations of the Executive under this Agreement may
be assigned or transferred by the Executive other than his rights to
compensation and benefits, which may be transferred only by will or operation
of law, except as provided in Section 15(d).

     12. Representations.

        (a) The Company represents and warrants that (i) it is fully
authorized by action of its Board (and of any other Person or body whose
action is required) to enter into this Agreement and to perform its
obligations under it; (ii) the execution, delivery and performance of this
Agreement by it does not violate any applicable law, regulation, order,
judgment or decree or any agreement, plan or corporate governance document to
which it is a party or by which it is bound; and (iii) upon the execution and
delivery of this Agreement by the Parties, this Agreement shall be a valid and
binding obligation of the Company, enforceable against it in accordance with
its terms, except to the extent that enforceability may be limited by
applicable bankruptcy, insolvency or similar laws affecting the enforcement of
creditors' rights generally.

        (b) The Executive represents and warrants that, to the best of his
knowledge and belief, (i) delivery and performance of this Agreement by him
does not violate any applicable law, regulation, order, judgment or decree or
any agreement to which the Executive is a party or by which he is bound and
(ii) upon the execution and delivery of this Agreement by the Executive and
the Company, this Agreement shall be a valid and binding obligation of the
Executive, enforceable against him in accordance with its terms, except to the
extent that enforceability may be limited by applicable bankruptcy, insolvency
or similar laws affecting the enforcement of creditors' rights generally.

     13. Resolution of Disputes. Any Claim arising out of or relating to this
Agreement, any other agreement between the Executive and the Company or any of
its Affiliates, the Executive's employment with the Company or the termination
thereof (collectively, "Covered Claims") shall be resolved by binding
arbitration, to be held in Miami, Florida, in accordance with the Commercial
Arbitration Rules (and not the National Rules for the Resolution of Employment
Disputes) of the American Arbitration Association and this Section 13.
Judgment upon the award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof. The Company shall promptly pay all costs
and expenses (including without limitation attorneys' fees and other charges
of counsel) incurred by the Executive or his beneficiaries in resolving any
such Covered Claim, subject to receiving a written undertaking from the
recipient to repay any such reimbursed costs or expenses to the extent that
the arbitrator(s) determine that such recipient failed to substantially
prevail with respect to such Covered Claim. Pending the


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resolution of any Covered Claim, the Executive (and his beneficiaries) shall,
except to the extent that the arbitrator(s) otherwise expressly provide,
continue to receive all payments and benefits due under this Agreement or
otherwise.

     14. Notices. Any notice, consent, demand, request, or other
communication given to a Person in connection with this Agreement shall be
in writing and shall be deemed to have been given to such Person (a) when
delivered personally to such Person or (b), provided that a written
acknowledgment of receipt is obtained, five days after being sent by
prepaid certified or registered mail, or two days after being sent by a
nationally recognized overnight courier, to the address (if any) specified
below for such Person (or to such other address as such Person shall have
specified by ten days' advance notice given in accordance with this Section
14) or (c), in the case of the Company only, on the first business day
after it is sent by facsimile to the facsimile number set forth below (or
to such other facsimile number as the Company shall have specified by ten
days' advance notice given in accordance with this Section 14), with a
confirmatory copy sent by certified or registered mail or by overnight
courier in accordance with this Section 14.

If to the Company:     General Counsel
                       Panamco, LLC
                       701 Waterford Way
                       Suite 800
                       Miami, Florida 33126

If to the Executive:   The address of his principal residence as it appears in
                       the Company's records,  with a copy to him (during the
                       Term) at his office in Miami, Florida.

If to a beneficiary
of the Executive:      The address most recently specified by the Executive or
                       beneficiary.

     15. Miscellaneous.

        (a) Entire Agreement. This Agreement contains the entire understanding
and agreement between the Parties concerning the subject matter hereof and
supersedes all prior agreements, understandings, term sheets, discussions,
negotiations and undertakings, whether written or oral, between them relating
to the subject matter of this Agreement. In the event of any inconsistency
between any provision of this Agreement and any provision of any plan,
employee handbook, personnel manual, program, policy, arrangement or agreement
of the Company or any of its Affiliates, the provisions of this Agreement
shall control unless the Executive otherwise agrees in a writing that
expressly refers to the provision of this Agreement whose control he is
waiving.

        (b) Amendment or Waiver. No provision in this Agreement may be amended
unless such amendment is set forth in a writing that expressly refers to this
Agreement and that is signed by the Executive and by an authorized (or
apparently authorized) officer of the Company.


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No waiver by any Person of any breach of any condition or provision contained
in this Agreement shall be deemed a waiver of any similar or dissimilar
condition or provision at the same or any prior or subsequent time. To be
effective, any waiver must be set forth in a writing signed by the waiving
Person and must specifically refer to the condition(s) or provision(s) of this
Agreement being waived.

        (c) Headings. The headings of the Sections and sub-sections contained
in this Agreement are for convenience only and shall not be deemed to control
or affect the meaning or construction of any provision of this Agreement.

        (d) Beneficiaries/References. The Executive shall be entitled, to the
extent permitted under applicable law, to select and change a beneficiary or
beneficiaries to receive any compensation or benefit hereunder following the
Executive's death by giving the Company written notice thereof. In the event
of the Executive's death or a judicial determination of his incompetence,
references in this Agreement to the Executive shall be deemed, where
appropriate, to refer to his beneficiary, estate or other legal
representative.

        (e) Survivorship. Except as otherwise set forth in this Agreement, to
the extent necessary to carry out the intentions of the Parties hereunder the
respective rights and obligations of the Parties hereunder shall survive any
termination of the Executive's employment.

        (f) Withholding Taxes. The Company may withhold from any amounts or
benefits payable under this Agreement taxes that are required to be withheld
pursuant to any applicable law or regulation.

        (g) Governing Law. This Agreement shall be governed, construed,
performed and enforced in accordance with its express terms, and otherwise in
accordance with the laws of the State of Florida, without reference to
principles of conflict of laws.


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        (h) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall be deemed to be one and the same instrument. Signatures
delivered by facsimile shall be valid and binding for all purposes.

        IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date first set forth above.

                                  The Company

                                  By:
                                     ----------------------------------------
                                  Name:

                                  Title:



                                  The Executive

                                  By:
                                     ----------------------------------------
                                         William G. Cooling




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                                                                  EXHIBIT A

                                DEFINITIONS

          a. "Affiliate" of a Person shall mean any Person that directly or
indirectly controls, is controlled by, or is under common control with, such
Person.

          b. "Agreement" shall mean this Employment Agreement, which includes
for all purposes its Exhibits.

          c. "Board" shall mean the board of directors of the Company.

          d. "Cause" shall mean:

             i. the Executive is convicted of a crime that constitutes, or, if
conviction is obtained under the laws of a foreign jurisdiction, would
constitute, a felony under Federal law or the laws of the State of Florida; or

             ii. in carrying out his duties hereunder, the Executive engages
in conduct that constitutes willful gross neglect or willful gross misconduct
and that results in material harm to the Company, unless he believed in good
faith that such conduct was in, or not opposed to, the interests of the
Company.

          e. "Change in Control" shall mean the occurrence of any of the
following events:

             i. any "person" as such term is defined and applied as of the
Effective Date in Section 2(9) and Section 13(d) of the Securities Exchange
Act of 1934 (the "1934 Act"), becomes (directly or indirectly) a
"beneficial owner," as such term is used as of the Effective Date in Rule
13d-3 promulgated under that Act, of a percentage of the aggregate
outstanding Voting Securities of the Company, measured by number of votes
entitled to be cast, that is more than twenty (20) percentage points larger
than the percentage of such Voting Securities held by such person as of the
Effective Date;

             ii. a majority of the Board consists of individuals other than
"Incumbent Directors," which term means the members of the Board on the
Effective Date; provided that any individual becoming a director subsequent
to such date whose election or nomination for election was supported by
two-thirds of the directors who then comprised the Incumbent Directors
shall be considered to be an Incumbent Director;

             iii. the Board adopts any plan of liquidation providing for the
distribution of all or substantially all of the Company's assets or business;

             iv. all or substantially all of the assets or business of the
Company is disposed of pursuant to a merger, consolidation or other
transaction (unless the shareholders of


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the Company immediately prior to such merger, consolidation or other
transaction beneficially own, directly or indirectly, in substantially the
same proportion as they owned the Voting Securities of the Company, all of
the Voting Securities or other ownership interests of the entity or
entities, if any, that succeed to the business of the Company); or

             v. the Company combines with another company and is the surviving
corporation but, immediately after the combination, the holders of Voting
Securities of the Company immediately prior to the combination hold, directly
or indirectly, 50% or less of the Voting Securities (measured by number of
votes entitled to be cast) of the combined company (there being excluded from
the number of shares held by such shareholders, but not from the Voting
Securities of the combined company, any shares received by Affiliates of such
other company in exchange for stock of such other company).

          f. "Claim" shall mean any claim, demand, request, investigation,
dispute, controversy, threat, discovery request, or request for testimony or
information.

          g. "Code" shall mean the Internal Revenue Code of 1986, as amended.
Any reference to a particular section of the Code shall include any provision
that modifies, replaces or supersedes such section.

          h. "Company" shall have the meaning set forth in the preamble to
this Agreement.

          i. "Constructive Termination Without Cause" shall mean a termination
by the Executive of his employment hereunder on 20 days' written notice given
by him to the Company following of the occurrence of any of the following
events without his express prior written consent, unless the Company shall
have fully cured all grounds for such termination within 15 days after the
Executive gives notice thereof:

             i. a new full-time Chief Executive Officer of the Company
commences employment with the Company as such;

             ii. any failure to continue the Executive as a member of the
Board, or any failure (other than in connection with the appointment of a new
full-time Chief Executive Officer of the Company) to continue the Executive as
Chairman of the Board and Chief Executive Officer of the Company;

             iii. any material diminution in the Executive's duties or
authorities (except, in the case of determining whether Section 8(c)(i)
applies, for diminutions that naturally result from the appointment of a new
full-time Chief Executive Officer of the Company); the assignment to the
Executive of duties that are materially inconsistent with, or materially
impair his ability to perform, the duties then assigned to him; any change in
the reporting structure so that the Executive reports to a Person or Persons
other than the Board or its Chairman; or any relocation of the Executive's
principal office, or principal place of employment, to a location more than 35
miles from Miami, Florida;


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             iv. any material breach by the Company of any of its obligations
under Section 3, 5, 6, 7, 9, 10 or 11 or of any of its representations or
warranties in Section 12(a) or of any material term of, or material
representation in, any stock option agreement, restricted stock agreement,
equity grant, or other incentive agreement or grant; or

             v. the failure of the Company to obtain the assumption in writing
of its obligations under this Agreement by any successor to all or
substantially all of its business or assets within 15 days after any merger,
consolidation, or other combination, reconstruction or amalgamation or any
sale, liquidation or similar transaction.

          j. "Disability" shall mean the Executive's inability, due to
physical or mental incapacity, to substantially perform his duties and
responsibilities hereunder for an aggregate of 180 days in any 270-day period,
as determined by an approved medical doctor. For this purpose, an approved
medical doctor shall mean a medical doctor selected by the Parties. If the
Parties cannot agree on a medical doctor, each Party shall select a medical
doctor and the two doctors shall select a third who shall be the approved
medical doctor for this purpose.

          k. "Effective Date" shall have the meaning set forth in the preamble
to this Agreement.

          l. "Executive" shall have the meaning set forth in the preamble to
this Agreement, as modified by Section 15(d).

          m. "Parties" shall mean the Company and the Executive.

          n. "Person" shall mean any individual, corporation, partnership,
limited liability company, joint venture, trust, estate, board, committee,
agency, body, employee benefit plan, or other person or entity.

          o. "Proceeding" shall mean any threatened or actual action, suit or
proceeding, whether civil, criminal, administrative, investigative, appellate
or other.

          p. "Term" shall mean the period specified in Section 2.

          q. "Termination Date" shall mean the date on which the Executive's
employment hereunder terminates in accordance with this Agreement.

          r. "Voluntary Termination" shall have the meaning set forth in
Section 8(d).

          s. "Voting Securities" shall mean issued and outstanding
securities of any class or classes having general voting power, under
ordinary circumstances in the absence of contingencies, to elect, in the
case of a corporation, the members of the board of directors of such
corporation and, in the case of any other entity, the corresponding
governing Person(s).


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                                                                  Exhibit B

                   SUMMARY OF KEY TERMS OF EQUITY GRANTS

                            A. RESTRICTED STOCK

1.   As of November 10, 2000 (the "Grant Date"), the Executive shall be
     granted 400,000 fully registered shares of the class listed on the
     NYSE ("Shares").

2.   One-third (1/3) of the Shares shall vest in the event that the Share
     Price equals or exceeds $19.25 on or before the second anniversary of
     the Grant Date.

3.   Two-thirds (2/3) of the Shares (reduced to one-third (1/3) if
     one-third (1/3) have already have vested under the preceding item
     A(2)) shall vest if the Share Price exceeds $24.25 on or before the
     third anniversary of the Grant Date.

4.   All of the unvested Shares shall vest in the event that the Share
     Price equals or exceeds $29.25 or more on or before the fourth
     anniversary of the Grant Date.

5.   On any Change in Control, the next otherwise unvested tranche of
     Shares shall vest pro rata based on the Share Price at the Change in
     Control. (Thus, on a Change in Control at a Share Price of $16.75,
     66,667 of the 133,333 shares that vest at a Share Price of $19.25
     shall -- if not otherwise vested -- vest.)

6.   The Shares shall, to the extent not yet vested as of the Termination
     Date, be forfeited on (x) a Termination for Cause prior to a Change in
     Control or (y) a Voluntary Termination prior to the earliest to occur
     of a Change in Control, the first anniversary of the Grant Date and
     the appointment of a new full-time Chief Executive Officer for the
     Company, but shall not otherwise be affected by any termination of
     employment (and thus shall continue to vest to the extent that the
     vesting criteria set forth in items A(2), A(3) and A(4) are later
     satisfied).

7.   The Shares shall be forfeited to the extent that they do not vest on
     or before the fourth anniversary of the Grant Date.

8.   The Shares shall carry dividend rights once vested. Dividends declared
     on or after the Grant Date, and prior to vesting, shall be paid out
     when, and to the extent that, vesting occurs.

                              B. STOCK OPTION

1.   As of the Grant Date, the Executive shall be granted a four-year
     Option to purchase 350,000 fully registered Shares of the class listed
     on the NYSE ("Shares"). This Option shall be fully vested, and fully
     exercisable, as to 50% of the underlying Shares as of the Grant Date.
     This Option shall become fully vested, and fully exercisable, as to
     all of the


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<PAGE>


     underlying Shares on the earliest to occur of the first anniversary of
     the Grant Date, a Change in Control and the appointment of a new
     full-time Chief Executive Officer for the Company.

3.   The per-Share exercise price for the Option shall be $14.25.

4.   No termination of employment shall affect the vesting of the Option,
     except that the Option shall, to the extent not yet vested as of the
     Termination Date, be forfeited on (x) a Termination for Cause prior to
     a Change in Control and (y) a Voluntary Termination prior to the
     earlier to occur of a Change in Control and the appointment of a new
     full-time Chief Executive Officer for the Company.

5.   No termination of employment shall affect the exercisability of the
     Option, to the extent that it is vested as of the Termination Date,
     except that the Option shall, to the extent not previously exercised,
     be forfeited on the 90th day following (x) a Termination for Cause or
     (y) a Voluntary Termination prior to the earliest to occur of a Change
     in Control, the first anniversary of the Grant Date and the
     appointment of a new full-time Chief Executive Officer for the
     Company.

6.   Full mandatory anti-dilution protection for the Option in the event of
     any stock split, stock dividend, recapitalization, merger, spin-off,
     split-up, other distribution of cash or property (other than normal
     recurring cash dividends), etc.

7.   Exercise price, and associated withholding taxes, may be paid with
     Shares held for at least six months and may also be paid through a
     broker-assisted "cashless" exercise procedure; minimum mandatory tax
     withholding may also be paid through a "net exercise" procedure.

                                 C. GENERAL

1.   Estate planning transfers permitted in accordance with SEC Form S-8
     rules.

2.   The target prices set forth in items A(2), A(3) and A(4) shall be
     equitably adjusted in the event of any stock split, stock dividend,
     recapitalization, merger, spin-off, split-up, other distribution of
     cash or property (other than normal recurring cash dividends), etc.

3.   "Termination for Cause," "Voluntary Termination," and "Change in
     Control" shall be defined and determined in accordance with the
     Employment Agreement.

4.   "Share Price" of Shares, as of any particular date, shall be based on
     the average closing price of Shares, on the principal exchange or
     market system on which Shares are then traded, over the 15 trading
     days immediately proceeding the date in question, except that Share
     Price, on a Change in Control, shall be based on the market price of
     Shares immediately prior to the occurrence of the Change in Control.
     If Shares are not then listed or traded on any exchange or market
     system, the "Share Price" shall be the fair


                                     14


<PAGE>


     market value determined without discount for lack of liquidity, lack
     of control, minority status, contractual restrictions, or similar
     factors.

5.   Disputes shall be resolved through arbitration in accordance with the
     Employment Agreement.

6.   The term "vest", as used in this summary, means no longer subject to
     forfeiture in any circumstance.



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</TEXT>
</DOCUMENT>
