MESTEK INC
FORM OF CHANGE OF CONTROL
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<TYPE>EX-10
<SEQUENCE>15
<FILENAME>form10-15changecontrolagmt.htm
<DESCRIPTION>FORM OF CHANGE OF CONTROL
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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>CHANGE OF CONTROL
AGREEMENT </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;AGREEMENT
made as of this 1st day of January, 2004, by and between Mestek, Inc., a Pennsylvania
corporation (the &#147;Company&#148;) and __________ (the &#147;Employee&#148;) to take
effect only if and at such time that the Board of Directors of the Company (the
&#147;Board&#148;) has authorized or ratified this Agreement pursuant to Section 11
hereof. </FONT></P>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PRELIMINARY STATEMENT </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company has determined that it is in the best interests of the Company and its
stockholders to assure that the Company will have the continued dedication of the
Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined below) of the Company. The Company believes it is imperative to diminish the
inevitable distraction of the Employee by virtue of the personal uncertainties and risks
created by a pending or threatened Change of Control and to encourage the Employee&#146;s
full attention and dedication to the Company currently and in the event of any threatened
or pending Change of Control. The Company also believes that it is necessary to provide
the Employee with compensation and benefit arrangements upon a Change of Control which
ensure that the compensation and benefit expectations of the Employee will be satisfied
and which are competitive with those of other similarly situated business entities. The
Company and the Employee therefore desire to enter into this Agreement to accomplish these
objectives. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
furtherance of the foregoing and in consideration of the mutual promises contained herein,
the parties hereto agree as follows: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Certain Definitions; Purpose of Agreement</U>. </FONT></P>

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                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The &#147;Effective Date&#148; shall mean the first date during the Change of
                    Control Period (as defined in Section l(b)) on which a Change of Control (as
                    defined in Section 2) occurs. Anything in this Agreement to the contrary
                    notwithstanding, if a Change of Control occurs and if the Employee&#146;s
                    employment with the Company is terminated by the Company within 12 months prior
                    to the date on which the Change of Control occurs, the &#147;Effective
                    Date&#148; shall mean the date immediately prior to the date of such termination
                    of employment and the provisions of Sections 5 and 6 below shall be applicable
                    to any such termination of employment unless the Company shall sustain the
                    burden of proving that the termination (i) was not at the request of a third
                    party who has taken steps reasonably calculated to effect a Change of Control,
                    (ii) was not carried out by the Company in anticipation of a Change of Control
                    and (iii) did not otherwise arise in connection with or anticipation of a Change
                    of Control. </FONT></TD>
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                    <BR>

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                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The &#147;Change of Control Period&#148; shall commence on the date hereof and
                    continue in effect until the date which is twelve (12) months from the date of
                    this Agreement (the &#147;Anniversary Date&#148;) and shall automatically be
                    extended for one additional twelve (12) month period on the Anniversary Date,
                    and on each Anniversary Date thereafter unless the Company or the Employee shall
                    give at least 90 days prior written notice that this Agreement shall not be
                    extended. Notwithstanding the foregoing, this Agreement shall continue in effect
                    for the period specified in Section 3 hereof if a Change of Control of the
                    Company shall have occurred within 12 months prior to such notice or within 24
                    months after such notice (the &#147;Covered Period), provided that the Employee
                    does not voluntarily terminate his employment relationship with the Company
                    during the Covered Period and prior to a Change of Control of the Company. </FONT></TD>
                    </TR>
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                    <BR>

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                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The Company and the Employee acknowledge and agree that the purpose of this
                    Agreement is to guarantee to the extent possible that the Employee shall be
                    secure in undertaking his duties and responsibilities on behalf of the Company
                    currently and in the event of any threatened or pending Change of Control and
                    that the Company shall gain the benefit of management stability notwithstanding
                    any Change of Control. Accordingly, all of the terms and conditions of this
                    Agreement shall be interpreted and construed in furtherance of and in a manner
                    consistent with the stated purpose of this Agreement, including without
                    limitation (i) those provisions of this Agreement that govern the issue of
                    whether this Agreement is in effect and the effect of this Agreement, (ii)
                    whether rights that may previously have expired or been terminated come back
                    into existence as a result of the occurrence of other events and/or (iii) the
                    applicability of specific time periods set forth in this Agreement. For example,
                    any inconsistencies in whether the last sentence of Paragraph 1(b) above is
                    effective to cause this Agreement to be in effect after the termination of the
                    Change of Control Period shall be interpreted and construed in a manner that
                    protects the stability of management, and this presumption can only be overcome
                    by the presentation of specific facts to the contrary by the Company. The
                    Company and the Employee acknowledge and agree that notwithstanding the
                    provisions of this Agreement and any other written agreement between the
                    Employee and the Company that require the Company to make payments and/or
                    provide benefits to the Employee, the Employee&#146;s estate and/or
                    beneficiaries following the termination of the employment relationship between
                    the Company and the Employee, the employment of the Employee by the Company is
                    &#147;at will&#148;, and the Employee&#146;s employment may be terminated by
                    either the Employee or the Company at any time, subject to all terms and
                    conditions of this Agreement. </FONT></TD>
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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Change of Control.</U> Effective control of the Company is vested in John E.
          Reed (&#147;Reed&#148;) through his ownership or control in the aggregate of
          over 50% of the voting common stock of the Company, either directly or by reason
          of his being trustee of certain business and family trusts, and whereas through
          his authority to designate trustees and successor trustees for these trusts (
          collectively, the &#147;Trustees&#148;). Therefore, for purposes of this
          Agreement, a &#147;Change of Control&#148; shall mean: </FONT></P>

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                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    When neither, Reed whether due to death or incapacity or otherwise, nor the
                    Trustees, due to any cause whatsoever, no longer control in the aggregate more
                    than forty percent ( 40% ) of the voting capital stock of the Company (such
                    percentage being determined on the basis of voting rights rather than value or
                    liquidation, dividend or redemption rights); or </FONT></TD>
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                    <BR>

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                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    Individuals who, as of the date hereof, constitute the Board ( the
                    &#147;Incumbent Board&#148;) cease for any reason to constitute at least a
                    majority of the Board; provided, however, that any individual becoming a
                    director subsequent to the date hereof whose election, or nomination for
                    election by the Company&#146;s shareholders, was approved by a vote of at least
                    a majority of the directors then comprising the Incumbent Board shall be
                    considered as though such individual were a member of the Incumbent Board, but
                    excluding, for this purpose, any such individual whose initial assumption of
                    office occurs as a result of either an actual or threatened solicitation of
                    proxies or consents by or on behalf of a Person other than the Board; or </FONT></TD>
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                    <BR>

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                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    Approval by the shareholders of the Company of a reorganization, merger, or
                    consolidation, unless, in each case, following such reorganization, merger, or
                    consolidation, (i) more than 75 percent of, respectively, the then outstanding
                    shares of common stock of the business entity resulting from such
                    reorganization, merger or consolidation and the combined voting power of the
                    then outstanding voting securities of such entity entitled to vote generally in
                    the election of directors is then beneficially owned, directly or indirectly, by
                    all or substantially all of the individuals and entities who were the beneficial
                    owners, respectively, of the outstanding Company common stock and outstanding
                    Company voting securities immediately prior to such reorganization, merger, or
                    consolidation in substantially the same proportions as the ownership,
                    immediately prior to such reorganization, merger or consolidation, of the
                    Outstanding Company Common Stock and Outstanding Company Voting Securities, as
                    the case may be; and (ii) forty percent (40%) or more of the then outstanding
                    shares of the common stock or the combined voting power of the then outstanding
                    voting securities of the business entity resulting from such reorganization,
                    merger or consolidation, is held or beneficially owned by Reed or the Trustees,
                    and (iii) at least a majority of the members of the board of directors of the
                    business entity resulting from such reorganization, merger, or consolidation
                    were members of the Incumbent Board at the time of the execution of the initial
                    agreement providing for such reorganization, merger or consolidation
                    (collectively satisfying each of (i), (ii) and (iii), a &#147;Continuation of
                    Control&#148;); or </FONT></TD>
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                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    Approval by the shareholders of the Company of (i) a complete liquidation or
                    dissolution of the Company or (ii) the sale or other disposition of all or
                    substantially all of the assets of the Company, other than to an entity, with
                    respect to which following such sale or other disposition there is a
                    Continuation of Control. </FONT></TD>
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                    <BR>

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          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.</FONT></TD>
          <TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          <U>Post-Change Employment Period. </U>The Company hereby agrees to continue the
          Employee in its employ, and the Employee hereby agrees to remain in the employ
          of the Company subject to the terms and conditions of this Agreement, for the
          three (3) year period commencing on the Effective Date and ending on the third
          anniversary of the Effective Date (the &#147;Post-Change Employment
          Period&#148;). </FONT></TD>
          </TR>
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          <BR>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4. Terms of Employment  </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
Position and Duties</I></FONT></P>

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          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          During the Post-Change Employment Period, except as may be mutually agreed by
          the Company and the Employee (A) the Employee&#146;s duties and responsibilities
          will be commensurate with those experienced by the Employee immediately
          preceding the Effective Date, taking into consideration the realities of the
          Employer&#146;s organizational structure; and (B) the Employee&#146;s services
          shall be performed at the location where the Employee was employed immediately
          preceding the Effective Date or any office or location less than 35 miles from
          such location. The Company and the Employee acknowledge and agree that the
          requirements of Paragraph 4(a) (i)(A) may be satisfied by the Company without
          the Employee having the same position, title and reporting requirements as in
          effect with respect to the Employee immediately preceding the Effective Date
          depending upon the nature of the Change of Control with respect to the Company. </FONT></TD>
          </TR>
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          <BR>

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          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          During the Post-Change Employment Period, and excluding any periods of vacation
          and sick leave to which the Employee is entitled, the Employee agrees to devote
          Employee&#146;s attention and time during business hours to the business and
          affairs of the Company and, to the extent necessary to discharge the
          responsibilities assigned to the Employee hereunder, to use the Employee&#146;s
          best efforts to perform faithfully and efficiently such responsibilities. During
          the Post-Change Employment Period it shall not be a violation of this Agreement
          for the Employee to (A) serve on corporate, civic or charitable boards or
          committees, (B) deliver lectures, fulfill speaking engagements or teach at
          educational institutions and (C)<I> </I>manage personal investments, so long as
          such activities do not materially interfere with the performance of the
          Employee&#146;s responsibilities as an employee of the Company in accordance
          with this Agreement. It is expressly understood and agreed that to the extent
          that any such activities have been conducted by the Employee prior to the
          Effective Date, the continued conduct of such activities ( or the conduct of
          activities similar in nature and scope thereto ) subsequent to the Effective
          Date shall not thereafter be deemed to interfere with the performance of the
          Employee&#146;s responsibilities to the Company. </FONT></TD>
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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
Compensation</I></FONT></P>

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          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          Annual Base Salary. During the Post-Change Employment Period, the Employee shall
          receive an annual base salary (&#148; Annual Base Salary&#148;), which shall be
          paid at a bi-weekly rate, at least equal to 26 times the highest bi-weekly base
          salary paid or payable, including any base salary which has been earned but
          deferred, to the Employee by the Company and its affiliated companies in respect
          of the twelve-month period immediately preceding the month in which the
          Effective Date occurs. As used in this Agreement, the term &#147;affiliated
          companies&#148; shall include any company controlled by, controlling, or under
          common control with the Company. The provisions of this Paragraph 4(b) are
          intended to establish a minimum Annual Base Salary during the Post-Change
          Employment Period and are not intended to prohibit the Employee from receiving
          an Annual Base Salary during such period of time that may be greater than the
          Annual Base Salary specified pursuant to this Paragraph 4(b). </FONT></TD>
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          <BR>

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          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          Incentive Plans. During the Post-Change Employment Period, in addition to Annual
          Base Salary, the Employee shall be entitled to participate in any incentive
          compensation, bonus, stock option, or performance plans of the Company
          (collectively, &#147;Performance Plans&#148;), or any other plan similar in
          nature and scope, in which Employee participated (and in accordance with the
          most favorable policies, practices and procedures of the Company and its
          affiliated companies then in effect for the Employee) at any time during the
          120-day period immediately preceding the Effective Date or, if more favorable to
          the Employee, as in effect generally at any time thereafter with respect to
          other peer employees of the Company and its affiliated companies. The
          participation by the Employee in any such Performance Plans of the Company
          during the Post-Change Employment Period and the compensation earned by the
          Employee pursuant to any such Performance Plans shall be based upon the actual
          performance of the Company during the Post-Change Employment Period, and the
          compensation that the Employee may have earned pursuant to any similar
          Performance Plans prior to the Post-Change Employment Period shall not be taken
          into account in any respect in connection with the participation by the Employee
          in Performance Plans during the Post-Change Employment Period as provided
          herein. In the alternative, the Employee may elect by written notice delivered
          by the Employee to the Company within twenty (20) days from the Effective Date
          not to participate in any Performance Plans during the Post-Change Employment
          Period (an &#147;Employee Election Notice&#148;). Upon the delivery by the
          Employee to the Company of an Employee Election Notice as provided herein, the
          Employee shall be paid during each year of the Post-Change Employment Period in
          addition to the Annual Base Salary an annual amount (the &#147;Additional
          Compensation Amount&#148;) equal to the average annual compensation paid by the
          Company to the Employee during the three completed fiscal years of the Company
          immediately preceding the Effective Date pursuant to the Performance Plans of
          the Company in effect during such three fiscal year period. The Additional
          Compensation Amount shall be payable by the Company to the Employee instead of
          the participation by the Employee in any Performance Plans during the
          Post-Change Employment Period. The Additional Compensation Amount shall be
          payable in monthly installments, in arrears, beginning upon the date which is
          thirty (30) days from the Effective Date and continuing on the same day of each
          month thereafter with respect to the entire Post-Change Employment Period. </FONT></TD>
          </TR>
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          <BR>

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          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iii) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          Other Reimbursements and Benefits. During the Post-Change Employment Period, the
          Employee shall be entitled to such other reimbursements, benefits and
          perquisites as provided for Employee (and in accordance with the most favorable
          policies, practices and procedures of the Company and its affiliated companies
          then in effect for the Employee) at any time during the 120-day period
          immediately preceding the Effective Date or, if more favorable to the Employee,
          as in effect generally at any time thereafter with respect to other peer
          employees of the Company and its affiliated companies. </FONT></TD>
          </TR>
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          <BR>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Termination of Employment During Post-Change Employment Period.</U> </FONT></P>

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                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    Death, Disability or Retirement. The Employee&#146;s employment shall terminate
                    automatically upon the Employee&#146;s death during the Post-Change Employment
                    Period. If the Company determines in good faith that Disability of the Employee
                    has occurred during the Post-Change Employment Period (pursuant to the
                    definition of Disability set forth below), it may give to the Employee written
                    notice in accordance with Section 13(b) of this Agreement of its intention to
                    terminate the Employee&#146;s employment. In such event, the Employee&#146;s
                    employment with the Company shall terminate effective on the 30th day after
                    receipt of such notice by the Employee (the &#147;Disability Effective
                    Date&#148;), provided that, within the 30 days after such receipt, the Employee
                    shall not have returned to full-time performance of the Employee&#146;s duties
                    hereunder. For purposes of this Agreement, &#147;Disability&#148; shall mean the
                    absence of the Employee from the Employee&#146;s duties with the Company on a
                    full-time basis for 6 consecutive calendar months ( occurring within or ending
                    during the Post-Change Employment Period) as a result of incapacity due to
                    mental or physical illness verified by a physician selected by the Company or
                    its insurers and reasonably acceptable to the Employee or the Employee&#146;s
                    legal representative but in no event shall a Disability have occurred if
                    disability benefits have been denied to Employee under any disability plan
                    provided by or paid for by the Company. For purposes of this paragraph,
                    &#147;Retirement&#148; shall mean termination by the Employee on or after his
                    normal retirement date as set forth in the Supplemental Executive Retirement
                    Agreement (the &#147;Supplemental Retirement Agreement&#148;) between the
                    Company and the Employee or voluntary early retirement by the Employee prior to
                    his normal retirement date. Written notice of termination of employment based on
                    Retirement shall be given by Employee at least 30 days in advance. </FONT></TD>
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                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    Cause. The Company may terminate the Employee&#146;s employment during the
                    Post-Change Employment Period for Cause. For purposes of this Agreement,
                    &#147;Cause&#148; shall mean: </FONT></TD>
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                    <BR>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          deliberate misconduct having a material adverse effect on the business of the
          Company; </FONT></P>

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     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          the Employee&#146;s demonstrable failure to perform a substantial portion of his
          duties and responsibilities hereunder for reasons other than Disability, which
          failure continues for more than 30 days after the Company gives written notice
          to the Employee which sets forth in reasonable detail the nature of such
          failure; </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lvl 3-TNR" FSL="Project" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iii) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          the conviction of the Employee of a felony having a material adverse effect on
          the Company; </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lvl 3-TNR" FSL="Project" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iv) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          the Employee&#146;s abuse of controlled substances or habitual intoxication,
          which activity continues for more than 30 days after the Company gives written
          notice to the Employee of the material adverse effect of such activity on the
          Company; or </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lvl 3-TNR" FSL="Project" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(v) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          any material breach by the Employee of his obligations hereunder having a
          material adverse effect on the Company. </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The cessation of employment of the
Employee during the Post-Change Employment Period shall not be deemed to be for Cause
unless and until there shall have been delivered to the Employee a copy of a resolution
duly adopted by the affirmative vote of not less than 75% of the entire membership of the
Board at a meeting of the Board (after reasonable notice is provided to the Employee and
the Employee is given an opportunity, together with counsel, to be heard before the
Board), finding that, in the good faith opinion of the Board, the Employee&#146;s conduct
satisfies the definition of &#147;Cause&#148; contained herein. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lv 2 -TNR" FSL="Project" -->
               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    Good Reason. The Employee&#146;s employment may be terminated by the Employee
                    during the Post-Change Employment Period for Good Reason. For purposes of this
                    Agreement, &#147;Good Reason&#148; shall mean: </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lvl 3-TNR" FSL="Project" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          the assignment to the Employee of any substantial duties inconsistent in any
          material respect with the Employee&#146;s authority, duties or responsibilities
          as required pursuant to Section 4(a)(i)(A) of this Agreement consisting of
          either (A) the assignment to the Employee of any substantial duties that impose
          upon the Employee duties and responsibilities that materially increase and
          expand the Employee&#146;s authority with the Company unless agreed to the by
          the Employee or (B) the assignment to the Employee of any substantial duties
          that result in a material diminution in the authority, duties or
          responsibilities of the Employee as required to be maintained by the Company
          pursuant to Paragraph 4(a)(i)(b) above and the failure of the Company to utilize
          the Employee&#146;s training, skills and experience consistent with the manner
          in which the Company utilized the Employee&#146;s training, skills and
          experience prior to the Effective Date (a &#147;Material Diminution&#148;) , or
          any other action by the Company which results in a Material Diminution excluding
          for this purpose an isolated, insubstantial and inadvertent action not taken in
          bad faith and which is remedied by the Company promptly after receipt of notice
          thereof given by the Employee; </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lvl 3-TNR" FSL="Project" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          any failure by the Company to comply in all material respects with any of the
          provisions of Section 4(b) of this Agreement, other than an isolated,
          insubstantial and inadvertent failure not occurring in bad faith and which is
          remedied by the Company promptly after receipt of notice thereof given by the
          Employee; </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lvl 3-TNR" FSL="Project" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iii) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          the Company requiring the Employee to be based at any office or location other
          than as provided in Section 4(a)(i)(B) hereof or the Company requiring the
          Employee to travel on Company business to a substantially greater extent than
          required immediately prior to the Effective Date; </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lvl 3-TNR" FSL="Project" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iv) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          any purported termination by the Company of the Employee&#146;s employment
          otherwise than as expressly permitted by this Agreement; or </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lvl 3-TNR" FSL="Project" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(v) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          any failure by the Company to comply with and satisfy Section 12(c) of this
          Agreement. </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lv 2 -TNR" FSL="Project" -->
               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    Notice of Termination. During the Post-Change Employment Period. Any termination
                    by the Company for Cause, or by the Employee for Good Reason, shall be
                    communicated by Notice of Termination to the other party hereto given in
                    accordance with Section 13(b) of this Agreement. For purposes of this Agreement,
                    a &#147;Notice of Termination&#148; means a written notice which: </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lvl 3-TNR" FSL="Project" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          indicates the specific termination provision or provisions in this Agreement
          relied upon; </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lvl 3-TNR" FSL="Project" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          to the extent applicable, sets forth in reasonable detail the facts and
          circumstances claimed to provide a basis for termination of the Employee&#146;s
          employment under the provision so indicated; and </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lvl 3-TNR" FSL="Project" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iii) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          if the Date of Termination (as defined below) is other than the date of receipt
          of such notice, specifies the termination date which shall be not more than
          thirty days after the giving of such notice. The failure by the Employee or the
          Company to set forth in the Notice of Termination any fact or circumstance which
          contributes to a showing of Good Reason or Cause shall not waive any right of
          the Employee or the Company, respectively, hereunder or preclude the Employee or
          the Company, respectively, from asserting such fact or circumstance in enforcing
          the Employee&#146;s or the Company&#146;s rights hereunder, </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Date of Termination. During the Post-Change Employment Period, &#147;Date of
          Termination&#148; means: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lvl 3-TNR" FSL="Project" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          if the Employee&#146;s employment is terminated by the Company for Cause, or by
          the Employee for Good Reason, the date of receipt of the Notice of Termination
          or any later date specified therein, as the case may be. </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lvl 3-TNR" FSL="Project" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          if the Employee&#146;s employment is terminated by the Company other than for
          Cause, Death, Disability, or Retirement, the date on which the Company notifies
          the Employee of such termination; </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lvl 3-TNR" FSL="Project" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iii) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          if the Employee&#146;s employment is terminated by reason of Death or
          Disability, the date of Death of the Employee or the Disability Effective Date,
          as the case may be; and </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lvl 3-TNR" FSL="Project" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iv) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          if the Employee&#146;s employment is terminated by reason of Retirement, the
          date specified for retirement in his notice to the Company. </FONT></TD>
          </TR>
          </TABLE>
          <BR>

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

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lv 2 -TNR" FSL="Project" -->
               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    Termination Other Than for Cause, Death, Disability or Retirement. If, during
                    the Post-Change Employment Period, the Employee&#146;s employment by the Company
                    shall terminate other than for Cause, Death, Disability or Retirement or the
                    Employee shall terminate employment for Good Reason: </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          the Company shall pay to the Employee the following amounts: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lvl 4-TNR" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
               <TR VALIGN=TOP>
               <TD WIDTH=20%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
               <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>A. </FONT></TD>
               <TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               the sum of (l) the Employee&#146;s Annual Base Salary through the Date of
               Termination to the extent not theretofore paid and (2) any compensation
               previously deferred by the Employee (together with any accrued interest or
               earnings thereon) in each case to the extent not theretofore paid (the sum of
               the amounts described in clauses (1) and (2) shall be hereinafter referred to as
               the &#148; Accrued Obligations&#148;). The aggregate amount of the Accrued
               Obligations shall be payable in a lump sum in cash within sixty (60) days after
               the Date of Termination; and </FONT></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lvl 4-TNR" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
               <TR VALIGN=TOP>
               <TD WIDTH=20%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
               <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>B. </FONT></TD>
               <TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               a severance benefit equal to 3 times the sum of ( 1) the Employee&#146;s Annual
               Base Salary and (2) the higher of (x) the Additional Compensation Amount
               regardless of whether the Employee delivered the Employee Election Notice
               pursuant to Section 4(b) (ii) above and (y) the average of the last two annual
               bonuses (annualized in the case of any bonus paid with respect to a partial
               year) paid to the Employee preceding the Effective Date or preceding the Date of
               Termination, whichever is greater (the &#147;Severance Payment&#148;). The
               Severance Payment shall be payable biweekly as part of the Company&#146;s normal
               payroll, over a period of 36 months beginning 60 days following the Date of
               Termination. In the alternative, the Employee shall be entitled to elect to
               receive the entire Severance Payment or the remaining balance of the Severance
               Payment not previously paid by the Company to the Employee in a lump sum by
               delivering written notice of such election to the Company at any time during the
               period that the Company is obligated to pay the Severance Payment to the
               Employee (the &#147;Lump Sum Notice&#148;). In the event that the Employee
               delivers the Lump Sum Notice, the Company shall pay to the Employee on the date
               which is 60 days from the date of delivery of the Lump Sum Notice, the
               discounted present value of the Severance Payment or the remainder of the
               Severance Payment not previously paid by the Company to the Employee, calculated
               using a discount rate equal to the Company&#146;s then most favorable actual
               cost for borrowed money. </FONT></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lvl 3-TNR" FSL="Project" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          the Employee and his dependents shall be entitled to continue participation in
          the Company&#146;s benefit plans (including but not limited to health, dental
          and life insurance benefits) for a period of 12 months after the Date of
          Termination, under substantially the same terms as was provided to the Employee
          immediately prior to the Date of Termination, with the Company obligated to
          reimburse the Employee for the Employee&#146;s COBRA cost if any such continued
          participation in any such benefit plan is required to be carried out through
          COBRA, provided, however, that such benefit continuation will terminate upon the
          Employee&#146;s coverage under any other comparable plans and will have no
          effect on any COBRA eligibility period; </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lvl 3-TNR" FSL="Project" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iii) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          outstanding stock options shall become fully vested on the Date of Termination
          and the period for exercise of vested stock options shall be extended for 12
          full calendar months; and </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lvl 3-TNR" FSL="Project" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iv) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          to the extent not theretofore paid or provided, the Company shall timely pay or
          provide to the Employee any other amounts or benefits required to be paid or
          provided or which the Employee is eligible to receive under any plan, program,
          policy or practice or contract or agreement of the Company and its affiliated
          companies (such other amounts and benefits shall be hereinafter referred to as
          the &#147;Other Benefits&#148;, as further defined in Section 6(b), (c) and (d)
          below in the event of the Employee&#146;s Death, Disability or Retirement as
          described therein), except benefits under the Supplemental Retirement Agreement
          shall become effective and payable beginning on the day after the last day of
          the Post-Change Employment Period. </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lv 2 -TNR" FSL="Project" -->
               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    Death. If the Employee&#146;s employment is terminated by reason of the
                    Employee&#146;s death during the Post-Change Employment Period, this Agreement
                    shall terminate without further obligation to the Employee&#146;s legal
                    representatives under this Agreement, other than for payment of Accrued
                    Obligations and the timely payment or provision of Other Benefits. Accrued
                    Obligations shall be paid to the Employee&#146;s estate or beneficiary, as
                    applicable, in a lump sum in cash within 30 days of the Date of Termination.
                    With respect to the provision of Other Benefits, the term Other Benefits as
                    utilized in this Section 6(b) shall include, without limitation, and the
                    Employee&#146;s estate and/or beneficiaries shall be entitled to receive,
                    benefits at least equal to the most favorable benefits provided by the Company
                    and affiliated companies under such plans, programs, practices and policies
                    relating to death benefits, if any, including without limitation COBRA, as in
                    effect with respect to other peer employees and their beneficiaries at any time
                    during the 120 day period immediately preceding the Effective Date or, if more
                    favorable to the Employee&#146;s estate and/or the Employee&#146;s
                    beneficiaries, as in effect on the date of the Employee&#146;s death with
                    respect to other peer employees of the Company and its affiliated companies and
                    their beneficiaries. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

<!-- MARKER FORMAT-SHEET="Para Large Hang Lv 2-TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>( </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
c ) Disability. If the Employee&#146;s employment is terminated by reason of the
Employee&#146;s Disability during the Post-Change Employment Period, this Agreement shall
terminate without further obligation to the Employee, other than for payment of Accrued
Obligations and the timely payment or provision of Other Benefits. Accrued Obligations
shall be paid to the Employee in a lump sum in cash within 30 days of the Date of
Termination. With respect to the provision of Other Benefits, the term Other Benefits as
utilized in this Section 6( c ) shall include, and the Employee shall be entitled after
the Disability Effective Date to receive, disability and other benefits not less than the
most favorable of those generally provided by the Company and its affiliated companies to
disabled employees and/or their families in accordance with such plans, programs,
practices and policies relating to disability, if any, as in effect generally with respect
to other peer employees and their families at any time during the 120-day period
immediately preceding the Disability Effective Date or, if more favorable to the Employee
and/or the Employee&#146;s family, as in effect at any time thereafter generally with
respect to other peer employees of the Company and its affiliated companies and their
families. </FONT></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lv 2 -TNR" FSL="Project" -->
               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    Retirement. If the Employee&#146;s employment is terminated by reason of the
                    Employee&#146;s Retirement during the Post-Change Employment Period, this
                    Agreement shall terminate without further obligation to the Employee, other than
                    for payment of Accrued Obligations and the timely payment or provision of Other
                    Benefits. Accrued Obligations shall be paid to the Employee in a lump sum in
                    cash within 30 days of the Date of Termination. With respect to the provision of
                    Other Benefits, the term Other Benefits as utilized in this Section 6( d) shall
                    include, and the Employee shall be entitled after the Effective Date to receive,
                    retirement and other benefits at least equal to the most favorable of those
                    generally provided by the Company and its affiliated companies to retired
                    employees and/or their families in accordance with such plans, programs,
                    practices and policies relating to retirement, if any, as in effect generally
                    with respect to other peer employees and their families at any time during the
                    120-day period immediately preceding the Date of Termination or, if more
                    favorable to the Employee and/or the Employee&#146;s family, as in effect at any
                    time thereafter generally with respect to other peer employees of the Company
                    and its affiliated companies and their families. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lv 2 -TNR" FSL="Project" -->
               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    Cause. If the Employee&#146;s employment shall be terminated for Cause during
                    the Post-Change Employment Period, this Agreement shall terminate without
                    further obligation to the Employee other than for payments of Accrued
                    Obligations and the timely payment or provision of Other Benefits, in each case
                    to the extent theretofore unpaid. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

<!-- MARKER FORMAT-SHEET="Head Left-TNR" FSL="Project" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7. Non-competition:
Nondisclosure of Information  </FONT></P>

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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    Non-Competition. Employee covenants and agrees that Employee shall not at any
                    time during the term of his employment with the Company directly compete with
                    the Company or have more than a five percent (5%) ownership interest in any
                    firm, corporation, partnership, proprietorship or other business that
                    manufactures, sells or distributes products that are directly competitive with
                    the Company&#146;s products, or engages with third parties in the activities
                    then engaged in and in the territory served by the Company. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lv 2 -TNR" FSL="Project" -->
               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    Nondisclosure. Employee will not, during the term of this Agreement or at any
                    time after the termination of this Agreement, disseminate or disclose to any
                    person, firm, corporation or other business entity, or use for his own benefit
                    or account or for the benefit or account of any third party, any information
                    disclosed to Employee as a consequence of or through the Employee&#146;s duties
                    under this Agreement, including information which is not generally known in the
                    industry in which the Company is or may become engaged, or relating to the
                    Company&#146;s products, processes, or services, research, development,
                    inventions, engineering, purchasing, accounting, marketing, merchandising,
                    advertising or selling (the &#147;Proprietary Information&#148;). The parties
                    hereto understand and agree that for purposes of this Agreement, Proprietary
                    Information does not include information: </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lvl 3-TNR" FSL="Project" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          that was generally available to the public prior to disclosure to Employee by
          the Company or that becomes generally available to the public after disclosure
          to Employee by the Company other than through any act or omission of Employee in
          breach of this Agreement; </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lvl 3-TNR" FSL="Project" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          that becomes known to Employee through a source that has no obligation of
          confidentiality to the Company; or </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lvl 3-TNR" FSL="Project" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iii) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          that was known to and in the possession of Employee prior to disclosure to
          Employee by the Company. </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lv 2 -TNR" FSL="Project" -->
               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    Upon termination of this Agreement, all documents, records, notebooks, and
                    similar repositories of or containing the Proprietary Information, including
                    copies thereof, then in possession of Employee, whether prepared by Employee or
                    others, shall be returned to the Company. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lv 2 -TNR" FSL="Project" -->
               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The obligations of Employee and the rights of the Company pursuant to this
                    Section 7 shall survive the termination of this Agreement. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

<!-- MARKER FORMAT-SHEET="Head Left-TNR" FSL="Project" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8. Non-Exclusivity of
Rights; Effect of Agreement; Severance. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lv 2 -TNR" FSL="Project" -->
               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    Nothing in this Agreement shall prevent or limit the Employee&#146;s continuing
                    or future participation in any plan, program, policy or practice (other than any
                    severance pay plan) provided by the Company or any of its affiliated companies
                    and for which the Employee may qualify . Nothing in this Agreement shall limit
                    or otherwise affect such rights as the Employee may have under any contract or
                    agreement with the Company or any of its affiliated companies. Amounts which are
                    vested benefits or which the Employee is otherwise entitled to receive under any
                    plan, policy, practice or program of or any contract or agreement with the
                    Company or any of its affiliated companies at or subsequent to the Date of
                    Termination shall be payable in accordance with such plan, policy, practice or
                    program or contract or agreement except as explicitly modified by this
                    Agreement. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lv 2 -TNR" FSL="Project" -->
               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    In the event of any termination of the employment relationship between the
                    Company and the Employee by either the Company or the Employee at any time, and
                    subject to the applicable provisions of any other written agreements as may be
                    in effect, upon the termination of the employment relationship between the
                    Company and the Employee prior to the Effective Date, the Employee shall not
                    have any further rights under this Agreement other than the rights expressly
                    provided the Employee in this Agreement, including without limitation the
                    Employee&#146;s rights pursuant to Sections 1(b), 1(c) above and Section 8(c)
                    below. From and after the Effective Date, this Agreement shall supercede and
                    replace any other agreement between the Company and the Employee with respect to
                    the compensation and benefits that the Employee shall receive in the event of
                    the termination of the employment relationship between the Company and the
                    Employee during the Post-Change Employment Period, including without limitation
                    the provisions of this Agreement relating to the payment by the Company of the
                    Accrued Obligations, the payment by the Company of the Severance Payment and the
                    provision by the Company to the Employee of certain benefits and rights,
                    including the Other Benefits. The provisions of any such other written
                    agreements that do not relate directly to the specific obligations of the
                    Company upon the termination of the employment relationship between the Company
                    and the Employee during the Post-Change Employment Period, as set forth in
                    Paragraph 6 above, shall continue in effect and be binding upon the Company and
                    the Employee, including without limitation the provisions of the Supplemental
                    Retirement Agreement between the Company and the Employee (including the
                    provisions of Section 2(b) of the Supplemental Retirement Agreement), the
                    provisions of any indemnification agreement by the Company in favor of the
                    Employee and the provisions of any stock option plan of the Company that the
                    Employee participates in. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lv 2 -TNR" FSL="Project" -->
               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    During any period prior to any Post-Change Employment Period or in the 12 month
                    period after any termination of this Agreement which occurs prior to the Post
                    Change Employment Period, if the employment of Employee shall be terminated by
                    the Company for any reason other than death, disability or for Cause , Employee
                    (or his assigns) shall be entitled to receive as severance his Annual Base
                    Salary for a period of 18 months on the regular bi-weekly payroll schedule,
                    continuation of all reimbursements and benefits for 18 full calendar months,
                    extension of any period in which to exercise vested stock options for 18 full
                    calendar months, continued participation in any incentive compensation, bonus,
                    stock option or performance plans of the Company through the next annual
                    calculation and distribution period and benefits under the Supplemental
                    Retirement Agreement shall become effective and payable beginning on the day
                    after the day of the last payment of Annual Base Salary described above in this
                    Section 8(c). The provisions of this Section 8(c) constitute an alternative to
                    the provisions of Section 6 and the provisions of this Section 8(c) shall be of
                    no force or effect and shall terminate if the Employee&#146;s employment is
                    terminated pursuant to Section 5 above. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lv 0-TNR" FSL="Project" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.</FONT></TD>
          <TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          <U>Full Settlement: Legal Fees. </U>The Company&#146;s obligation to make the
          payments provided for in this Agreement and otherwise to perform its obligations
          hereunder shall not be affected by any set-off, counterclaim, recoupment,
          defense or other claim, right or action which the Company may have against the
          Employee or others. In no event shall the Employee be obligated to seek other
          employment or take any other action by way of mitigation of the amounts payable
          to the Employee under any of the provisions of the Agreement and such amounts
          shall not be reduced whether or not the Employee obtains other employment. The
          Company agrees to pay as incurred, to the full extent permitted by law, all
          reasonable attorney&#146;s fees and expenses which the Employee or his legal
          representatives may reasonably incur in enforcing Employee&#146;s rights under
          this Agreement, plus in each case interest on any payment not received by the
          Employee when required pursuant to this Agreement at the applicable Federal rate
          provided for in Section 7872(f)(2)(B) of the Code. </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Head Left-TNR" FSL="Project" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10. Withholding and
Excess Payment.  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lv 2 -TNR" FSL="Project" -->
               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    Withholding. All payments to be made to the Employee under this Agreement shall
                    be subject to any required withholding of federal, state and local income and
                    employment taxes. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lv 2 -TNR" FSL="Project" -->
               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    Notwithstanding anything to the contrary contained in this Agreement, if any of
                    the payments provided for in Section 6(a) of this Agreement, together with any
                    other payments that must be included in such determination, would constitute an
                    &#147;Excess Parachute Payment&#148; (as defined in Section 2800 of the Internal
                    Revenue Code of 1986, as amended and in effect as of the date hereof (the
                    &#147;Code&#148;), and proposed and final regulations thereunder), and would be
                    subject to the excise tax imposed by Section 4999 of the Code, the amounts
                    payable hereunder shall be limited in as narrow a manner as possible to prevent
                    such payments from constituting an &#147;Excess Parachute Payment&#148; by
                    spreading such payments over sufficient annual tax periods as mutually agreed by
                    the Company and Employee notwithstanding the actual payment dates set forth
                    herein. In the event that there are limitations on the actual payment amounts
                    that can be received by the Employee in order to avoid the effect of the excise
                    tax imposed by Section 4999 of the Code, the amount of the payments hereunder
                    shall be reduced but only to the extent necessary to prevent such payments from
                    being subject to the excise tax imposed by Section 4999 of the Code. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lv 0-TNR" FSL="Project" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.</FONT></TD>
          <TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          <U>Conditions to Effectiveness of Agreement. </U>Notwithstanding anything to the
          contrary contained in this Agreement, and notwithstanding execution of this
          Agreement by the Company and the Employee, this Agreement and the rights and
          obligations of the parties hereto shall not be binding upon or enforceable by or
          against either party hereto, or their respective executors, heirs,
          administrators, successors or assigns, unless and until (a) the Company&#146;s
          Board of Directors has authorized and/or ratified this Agreement, as evidenced
          either by minutes of a meeting of the Board of Directors attested to by the
          Company&#146;s Secretary or by fully executed unanimous written consent in lieu
          of meeting to that effect being included in the Company&#146;s records of
          meetings of the Board of Directors. Written notification of such authorization
          or ratification (including a photocopy of such attested minutes or executed
          consent) shall be given to the Employee by the Company promptly following the
          date of such authorization or ratification </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Head Left-TNR" FSL="Project" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>12. Successors  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lv 2 -TNR" FSL="Project" -->
               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    This Agreement is personal to the Employee and without the prior written consent
                    of the Company shall not be assignable by the Employee otherwise than by will or
                    the laws of descent and distribution. This Agreement shall inure to the benefit
                    of and be enforceable by the Employee&#146;s legal representatives. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lv 2 -TNR" FSL="Project" -->
               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    This Agreement shall inure to the benefit of and be binding upon the Company and
                    its successors and assigns. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lv 2 -TNR" FSL="Project" -->
               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The Company will require any successor (whether direct or indirect, by purchase,
                    merger, consolidation or otherwise) to all or substantially all of the business
                    and/or assets of the Company to assume expressly and agree to perform this
                    Agreement in the same manner and to the same extent that the Company would be
                    required to perform it if no such succession had taken place. As used in this
                    Agreement, &#147;Company&#148; shall mean Mestek, Inc. and any successor to its
                    business and/or assets as aforesaid which shall assume and agree to perform this
                    Agreement by operation of law or otherwise. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

<!-- MARKER FORMAT-SHEET="Head Left-TNR" FSL="Project" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>l3. Miscellaneous  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lv 2 -TNR" FSL="Project" -->
               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    This Agreement shall be governed by and construed in accordance with the laws of
                    the Commonwealth of Massachusetts. The captions of this Agreement are not part
                    of the provisions hereof and shall have no force or effect. This Agreement may
                    not be amended or modified otherwise than by a written agreement executed by the
                    parties hereto or their respective successors and legal representatives. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lv 2 -TNR" FSL="Project" -->
               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    All notices and other communications hereunder shall be in writing and shall be
                    given by hand delivery to the other party or by certified mail, return receipt
                    requested, postage prepaid, or by national overnight courier or by telecopier
                    with confirmation of receipt, addressed as follows: </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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

<!-- MARKER FORMAT-SHEET="Footnote Rule-TNR" FSL="Project" -->
<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=CENTER>

<!-- MARKER FORMAT-SHEET="Footnote Rule-TNR" FSL="Project" -->
<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=CENTER>

<!-- MARKER FORMAT-SHEET="Footnote Rule-TNR" FSL="Project" -->
<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=CENTER>

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

<!-- MARKER FORMAT-SHEET="Head Sub 2 Left-TNR" FSL="Project" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Mestek,
Inc.260 <BR>North Elm StreetWestfield, <BR>MA 01085Attn: <BR>Chairman of the Board</I></FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With
a copy to: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 1-TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The
Company&#146;s legal representative as designated from time to time in accordance with
this Section 13 (b). </FONT></TD>
</TR>
</TABLE>
<BR>

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<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Any
notice delivered by hand delivery shall be effective upon delivery, any notice sent by
certified mail shall be effective two (2) business days following the deposit of such
notice in the mail, any notice sent by national overnight courier shall be effective on
the business day following the day on which such notice is sent and any notice sent by
telecopier as provided herein shall be effective when sent. </FONT></TD>
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<BR>

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          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)</FONT></TD>
          <TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          The invalidity or unenforceability of any provision of this Agreement shall not
          affect the validity or enforceability of any other provision of this Agreement. </FONT></TD>
          </TR>
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          <BR>

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          <TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          The Company may withhold from any amount payable under this Agreement such
          Federal, state, local or foreign taxes as shall be required to be withheld
          pursuant to any applicable law or regulation. </FONT></TD>
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          <TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          The Employee&#146;s or the Company&#146;s failure to insist upon strict
          compliance with any provision hereof or any other provision of this Agreement or
          the failure to assert any right the Employee or the Company may have hereunder,
          including, without limitation, the right of the Employee to terminate employment
          for Good Reason pursuant to Section 5(c)(i)-(v) of this Agreement, shall not be
          deemed to be a waiver of such provision or right or any other provision or right
          of this Agreement. </FONT></TD>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, this Agreement has been signed as a sealed instrument by the Employee
and, subject to the authorization or ratification from its Board of Directors the Company
as of the date first written above. </FONT></P>
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<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
  MESTEK, INC.</FONT></TD>
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<BR>





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 By_______________________________<BR>
John E. Reed, CEO</FONT></TD>
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By_______________________________<BR>
Employee</FONT></TD>
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