{"id":38577,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/change-in-control-agreement-herman-miller-inc-and-michael-a.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"change-in-control-agreement-herman-miller-inc-and-michael-a","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/change-in-control-agreement-herman-miller-inc-and-michael-a.html","title":{"rendered":"Change in Control Agreement – Herman Miller Inc. and Michael A. Volkema"},"content":{"rendered":"
CHANGE IN CONTROL AGREEMENT FOR MICHAEL A. VOLKEMA<\/font>\n\n\n\n<\/p>
SEVERANCE AGREEMENT<\/font>\n<\/p>
THIS AGREEMENT is entered into as of March 30, 2001, by and between Herman\nMiller, Inc., a Michigan corporation, and Michael A. Volkema (the \u0093Executive\u0094).<\/font>\n\n<\/p>
      WHEREAS, the Executive currently serves as a key employee of the Company\n(as defined in Section 1) and his services and knowledge are valuable to the\nCompany in connection with the management of one or more of the Company\u0092s\nprincipal operating facilities, divisions, departments or subsidiaries; and<\/font>\n<\/p>
      WHEREAS, the Board (as defined in Section 1) has determined that it is in the\nbest interests of the Company and its stockholders to secure the Executive\u0092s\ncontinued services and to ensure the Executive\u0092s continued dedication and\nobjectivity in the event of any threat or occurrence of, or negotiation or\nother action that could lead to, or create the possibility of, a Change in\nControl (as defined in Section 1) of the Company, without concern as to whether\nthe Executive might be hindered or distracted by personal uncertainties and\nrisks created by any such possible Change in Control, and to encourage the\nExecutive\u0092s full attention and dedication to the Company, the Board has\nauthorized the Company to enter into this Agreement.<\/font>\n\n<\/p>
      NOW, THEREFORE, for and in consideration of the premises and the mutual\ncovenants and agreements herein contained, the Company and the Executive hereby\nagree as follows:<\/font>\n\n<\/p>
\n<\/p><\/pre>\n\n\n
1.<\/font><\/td>\n <\/font><\/td>\nDefinitions. As used in this Agreement, the following terms shall have
\nthe respective meanings set forth below:<\/font><\/td>\n<\/tr>\n<\/table>\n\n\n\n\n\n\n\n\n\n
 <\/font><\/td>\n(a)<\/font><\/td>\n <\/font><\/td>\n \u0093Board\u0094 means the Board of
\nDirectors of the Company.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(b)<\/font><\/td>\n <\/font><\/td>\n\u0093Bonus Reserve Account\u0094 has the meaning stated in the Incentive Cash
\nBonus Plan.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(c)<\/font><\/td>\n <\/font><\/td>\n\u0093Cause\u0094 means (1) a material breach by the Executive of those duties and
\nresponsibilities of the Executive which do not differ in any material
\nrespect from the duties and responsibilities of the Executive during the
\nninety (90) day period immediately prior to a Change in Control (other than
\nas a result of incapacity due to physical or mental illness) which is
\ndemonstrably willful and deliberate on the Executive\u0092s part, which is
\ncommitted in bad faith or without reasonable belief that such breach is in
\nthe best interests of the Company and which is not remedied in a reasonable
\nperiod of time after receipt of written notice from the Company specifying
\nsuch breach or (2) the commission by the Executive of a felony involving
\nmoral turpitude.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(d)<\/font><\/td>\n <\/font><\/td>\n\u0093Change in Control\u0094 means:<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n<\/table>\n\n\n
 <\/font><\/td>\n(1)<\/font><\/td>\n <\/font><\/td>\nthe acquisition by any Person of beneficial ownership within the
\nmeaning of Rule 13d-3 promulgated under the Exchange Act, of 20 percent
\nor more of either (i) the then outstanding shares of common stock of the
\nCompany (the \u0093Outstanding Company Common Stock\u0094) or (ii) the combined
\nvoting power of the then outstanding securities of the Company entitled
\nto vote generally in the election of directors (the \u0093Outstanding Company
\nVoting Securities\u0094); provided, however,<\/i> that the following acquisitions
\nshall not constitute a Change in Control: (A) any acquisition directly
\nfrom the Company (excluding any acquisition resulting from the exercise
\nof a conversion or exchange privilege in respect of outstanding
\nconvertible or exchangeable securities unless such outstanding
\nconvertible or exchangeable securities were acquired directly from the
\nCompany), (B) any acquisition by the Company, (C) any acquisition by an
\nemployee benefit plan (or related trust) sponsored or maintained by the
\nCompany or any corporation controlled by the<\/font><\/td>\n<\/tr>\n<\/table>\n
64<\/font><\/p>\n<\/p>\n
\n<\/p>\n\n\n\n\n\n\n
 <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\nCompany or (D) any acquisition by any corporation pursuant to a
\nreorganization, merger or consolidation involving the Company, if,
\nimmediately after such reorganization, merger or
\nconsolidation, each of the conditions described in clauses (i), (ii)
\nand (iii) of subsection (3) of this Section (1)(c) shall be satisfied; and
\nprovided further<\/i> that, for purposes of clause (B), if any Person (other than
\nthe Company or any employee benefit plan (or related trust) sponsored or
\nmaintained by the Company or any corporation controlled by the Company)
\nshall become the beneficial owner of 20 percent or more of the Outstanding
\nCompany Common Stock or 20 percent or more of the Outstanding Company Voting
\nSecurities by reason of an acquisition by the Company and such Person shall,
\nafter such acquisition by the Company, become the beneficial owner of any
\nadditional shares of the Outstanding Company Common Stock or any additional
\nOutstanding Company Voting Securities and such beneficial ownership is
\npublicly announced, such additional beneficial ownership shall constitute a
\nChange in Control;<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(2)<\/font><\/td>\n <\/font><\/td>\nindividuals who, as of the date hereof, constitute
\nthe Board (the \u0093Incumbent Board\u0094) cease for any reason to constitute at
\nleast a majority of such Board; provided, however,<\/i> that any individual who
\nbecomes a director of the Company subsequent to the date hereof whose
\nelection, or nomination for election by the Company\u0092s stockholders, was
\napproved by the vote of at least a majority of the directors then comprising
\nthe Incumbent Board shall be deemed to have been a member of the Incumbent
\nBoard; and provided further,<\/i> that no individual who was initially elected as
\na director of the Company as a result of an actual or threatened election
\ncontest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated
\nunder the Exchange Act, or any other actual or threatened solicitation of
\nproxies or consents by or on behalf of any Person other than the Board shall
\nbe deemed to have been a member of the Incumbent Board;<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(3)<\/font><\/td>\n <\/font><\/td>\nconsummation of
\na reorganization, merger or consolidation unless, in any such case,
\nimmediately after such reorganization, merger or consolidation, (i) more
\nthan 60 percent of the then outstanding shares of common stock of the
\ncorporation resulting from such reorganization, merger or consolidation and
\nmore than 60 percent of the combined voting power of the then outstanding
\nsecurities of such corporation entitled to vote generally in the election of
\ndirectors is then beneficially owned, directly or indirectly, by all or
\nsubstantially all of the individuals or entities who were the beneficial
\nowners, respectively, of the Outstanding Company Common Stock and the
\nOutstanding Company Voting Securities immediately prior to such
\nreorganization, merger or consolidation and in substantially the same
\nproportions relative to each other as their ownership, immediately prior to
\nsuch reorganization, merger or consolidation, of the Outstanding Company
\nCommon Stock and the Outstanding Company Voting Securities, as the case may
\nbe, (ii) no Person (other than the Company, any employee benefit plan [or
\nrelated trust] sponsored or maintained by the Company or the corporation
\nresulting from such reorganization, merger or consolidation [or any
\ncorporation controlled by the Company] and any Person which beneficially
\nowned, immediately prior to such reorganization, merger or consolidation,
\ndirectly or indirectly, 20 percent or more of the Outstanding Company Common
\nStock or the Outstanding Company Voting Securities, as the case may be)
\nbeneficially owns, directly or indirectly, 20 percent or more of the then
\noutstanding shares of common stock of such corporation or 20 percent or more
\nof the combined voting power of the then outstanding securities of such
\ncorporation entitled to vote generally in the election of directors and
\n(iii) at least a majority of the members of the board of<\/font><\/td>\n<\/tr>\n<\/table>\n
65<\/font><\/p>\n<\/p>\n
\n<\/p>\n\n\n\n\n\n
 <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\ndirectors of the corporation resulting from such reorganization, merger or
\nconsolidation were members of the Incumbent Board at the time of the execution
\nof the initial agreement or action of the Board providing for such
\nreorganization, merger or consolidation; or<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(4)<\/font><\/td>\n <\/font><\/td>\nconsummation of (i) a plan of
\ncomplete liquidation or dissolution of
\nthe Company or (ii) the sale or other disposition of all or substantially all
\nof the assets of the Company other than to a corporation with respect to which,
\nimmediately after such sale or other disposition, (A) more than 60 percent of
\nthe then outstanding shares of common stock thereof and more than 60 percent of the combined voting power of the
\nthen outstanding securities thereof entitled to vote generally in the election
\nof directors is then beneficially owned, directly or indirectly, by all or
\nsubstantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company
\nCommon Stock and the Outstanding Company Voting Securities immediately prior to
\nsuch sale or other disposition and in substantially the same proportions
\nrelative to each other as
\ntheir ownership, immediately prior to such sale or other disposition, of the
\nOutstanding Company Common Stock and the Outstanding Company Voting Securities,
\nas the case may be, (B) no Person (other than the
\nCompany, any employee benefit plan [or related trust] sponsored or maintained by the Company or such corporation [or any
\ncorporation controlled by the Company] and any Person which beneficially owned,
\nimmediately prior to such sale or other disposition, directly or indirectly, 20
\npercent or
\nmore of the Outstanding Company Common Stock or the Outstanding Company Voting
\nSecurities, as the case may be) beneficially owns, directly or indirectly, 20
\npercent or more of the then outstanding shares of common stock thereof or 20
\npercent or more of the combined
\nvoting power of the then outstanding securities thereof entitled to vote
\ngenerally in the election of directors and (C) at least a majority of the
\nmembers of the board of directors thereof were members of the Incumbent Board
\nat the time of the execution of the initial
\nagreement or action of the Board providing for such sale of other disposition.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n<\/table>\n\n\n\n\n\n\n\n\n\n\n\n\n
 <\/font><\/td>\n(e)<\/font><\/td>\n <\/font><\/td>\n\u0093Company\u0094 means Herman Miller, Inc., a Michigan corporation.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(f)<\/font><\/td>\n <\/font><\/td>\n\u0093Date of Termination\u0094 means (1) the effective date on which the
\nExecutive\u0092s employment by the Company terminates as specified in a prior
\nwritten notice by the Company or the Executive, as the case may be, to the
\nother, delivered pursuant to Section 11 or (2) if the Executive\u0092s employment
\nby the Company terminates by reason of death, the date of death of the
\nExecutive.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(g)<\/font><\/td>\n <\/font><\/td>\n\u0093Deferred Compensation Plan\u0094 means the Herman Miller, Inc. Key Executive
\nDeferred Compensation Plan.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(h)<\/font><\/td>\n <\/font><\/td>\n\u0093Earned Bonus\u0094 has the meaning stated in the Incentive
\nCash Bonus Plan.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(i)<\/font><\/td>\n <\/font><\/td>\n \u0093Exchange Act\u0094 means the Securities
\nExchange Act of 1934, as amended.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(j)<\/font><\/td>\n <\/font><\/td>\n\u0093Good Reason\u0094 means, without the Executive\u0092s express written consent,
\nthe occurrence of any of the following events after a Change in Control:<\/font><\/td>\n<\/tr>\n<\/table>\n\n\n
 <\/font><\/td>\n(1)<\/font><\/td>\n <\/font><\/td>\nany of (i) the assignment to the Executive of any duties inconsistent in any
\nmaterial respect with the Executive\u0092s position(s), duties, responsibilities
\nor status with the Company immediately prior to such Change in Control, (ii)
\na change in the Executive\u0092s reporting responsibilities, titles or offices
\nwith the Company as in effect immediately prior to such Change in Control or
\n(iii) any removal or involuntary termination of the Executive from the
\nCompany otherwise than as expressly permitted by this Agreement or any
\nfailure to re-elect the Executive to any position with the Company held by
\nthe Executive immediately prior to such Change in Control;<\/font><\/td>\n<\/tr>\n<\/table>\n
66<\/font><\/p>\n<\/p>\n
\n<\/p>\n\n\n\n\n\n\n\n\n\n
 <\/font><\/td>\n(2)<\/font><\/td>\n <\/font><\/td>\na reduction by the Company in the Executive\u0092s rate of annual base salary
\nor annual Target Bonus as in effect immediately prior to such Change in
\nControl or as the same may be increased from time to time thereafter;<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(3)<\/font><\/td>\n <\/font><\/td>\nany
\nrequirement of the Company that the Executive be based at a location in
\nexcess of 50 miles from the facility which is the Executive\u0092s principal
\nbusiness office at the time of the Change in Control;<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(4)<\/font><\/td>\n <\/font><\/td>\nthe failure of the
\nCompany to (i) continue in effect any employee benefit plan or compensation
\nplan in which the Executive is participating immediately prior to such Change
\nin Control, unless the Executive is permitted to participate in other plans
\nproviding the Executive with substantially comparable benefits, or the taking
\nof any action by the Company which would adversely affect the Executive\u0092s
\nparticipation in or materially reduce the Executive\u0092s benefits under any such
\nplan, or (ii) provide the Executive and the Executive\u0092s dependents welfare
\nbenefits (including, without limitation, medical, prescription, dental,
\ndisability, salary continuance, employee life, group life, accidental death
\nand travel accident insurance plans and programs) in accordance with the most
\nfavorable plans, practices, programs and policies of the Company and its
\naffiliated companies in effect for the Executive immediately prior to such
\nChange in Control or, if more favorable to the Executive, as in effect
\ngenerally at any time thereafter with respect to other peer executives of the
\nCompany and its affiliated companies; or<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(5)<\/font><\/td>\n <\/font><\/td>\nthe failure of the Company to
\nobtain the assumption agreement from any successor as contemplated in Section
\n10(b).<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n<\/table>\n\n\n\n
 <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\nFor purposes of this Agreement, an isolated, insubstantial and inadvertent
\naction taken in good faith
\nand which is remedied by the Company promptly after receipt of notice
\nthereof given by the Executive shall not constitute Good Reason.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n<\/table>\n\n\n\n\n\n\n\n\n\n\n\n\n
 <\/font><\/td>\n(k)<\/font><\/td>\n <\/font><\/td>\n\u0093Incentive Cash Bonus Plan\u0094 means the Herman Miller, Inc. Incentive Cash
\nBonus Plan which became effective September 29, 1998.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(l)<\/font><\/td>\n <\/font><\/td>\n\u0093Nonqualifying Termination\u0094 means a termination of the Executive\u0092s
\nemployment (1) by the Company for Cause, (2) as a result of the Executive\u0092s
\ndeath or (3) by the Company due to the Executive\u0092s absence from his duties with
\nthe Company on a full-time basis for at least 180 consecutive days as a result
\nof the Executive\u0092s incapacity due to physical or mental illness. The term
\n\u0093Nonqualifying Termination\u0094 does not include a termination of the Executive\u0092s
\nemployment by the Executive for any reason or no reason following a Change of Control.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(m)<\/font><\/td>\n <\/font><\/td>\n\u0093Person\u0094 means any individual, entity or group including any \u0093person\u0094
\nwithin the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(n)<\/font><\/td>\n <\/font><\/td>\n\u0093Silver Parachute Plan\u0094 means the Herman Miller, Inc. Plan for Severance
\nCompensation After Hostile Takeover.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(o)<\/font><\/td>\n <\/font><\/td>\n\u0093Target Bonus\u0094 has the meaning stated in the Incentive Cash Bonus Plan.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(p)<\/font><\/td>\n <\/font><\/td>\n\u0093Termination Period\u0094 means the period of time beginning with a Change in
\nControl and ending on the earlier to occur of (1) 24 months following such
\nChange in Control and (2) the Executive\u0092s death.<\/font><\/td>\n<\/tr>\n<\/table>\n
67<\/font><\/p>\n<\/p>\n
\n<\/p>\n\n\n
2.<\/font><\/td>\n <\/font><\/td>\nObligations of the Executive.<\/font><\/td>\n<\/tr>\n<\/table>\n\n\n\n\n\n
 <\/font><\/td>\n(a)<\/font><\/td>\n <\/font><\/td>\nThe Executive agrees that in the event any Person attempts a Change in
\nControl, he shall not voluntarily leave the employ of the Company without
\nthe Good Reason specified in Section 1(j)(2) until (1) such attempted Change
\nin Control terminates or (2) if a Change in Control shall occur, 180 days
\nfollowing such Change in Control. For purposes of clause (1) of the
\npreceding sentence, Good Reason shall be determined as if a Change in
\nControl had occurred when such attempted Change in Control became known to
\nthe Board.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(b)<\/font><\/td>\n <\/font><\/td>\nThe following definitions apply to the remainder of this Section 2:<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n<\/table>\n\n\n\n\n\n\n\n\n\n\n\n
 <\/font><\/td>\n(1)<\/font><\/td>\n <\/font><\/td>\n\u0093Affiliate\u0094 means and includes any person or entity which controls a
\nparty, which such party controls or which is under common control with
\nsuch party.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(2)<\/font><\/td>\n <\/font><\/td>\n\u0093Competing Business\u0094 means a business which engages or is making
\nplans to engage, in whole or in part, in the manufacturing, marketing,
\ndistribution or sale of products which are competitive with any products
\nmanufactured, distributed, marketed or sold by the Company during the
\nRestricted Period.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(3)<\/font><\/td>\n <\/font><\/td>\n\u0093Competing Products\u0094 means products manufactured by a Competing
\nBusiness.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(4)<\/font><\/td>\n <\/font><\/td>\n\u0093Control\u0094 means the power, direct or indirect, to direct or cause the
\ndirection of the management and policies of a person or entity through
\nvoting securities, contract or otherwise.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(5)<\/font><\/td>\n <\/font><\/td>\n\u0093Restricted Period\u0094 means the period of the Executive\u0092s employment
\nwith the Company and a period of three years after the Date of
\nTermination.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n<\/table>\n\n\n
 <\/font><\/td>\n(c)<\/font><\/td>\n <\/font><\/td>\nExecutive acknowledges and agrees that (i) through his continuing
\nservices to the Company, he will learn valuable trade secrets and other
\nproprietary information relating to the Company\u0092s business, (ii) the
\nExecutive\u0092s services to the Company are unique in nature, (iii) the
\nCompany\u0092s business is international in scope and (iv) the Company would be
\nirreparably damaged if the Executive were to provide services to any person
\nor entity in violation of the restrictions contained in this Section 2(c).
\nAccordingly, as an inducement to the Company to enter into this
\nAgreement, Executive agrees that if the Executive is entitled to and does
\nreceive a payment pursuant to Section 3(a)(2) of this Agreement, neither
\nExecutive nor any Affiliate of the Executive shall during the Restricted
\nPeriod, directly or indirectly, either for himself or for any other
\nperson or entity:<\/font><\/td>\n<\/tr>\n<\/table>\n\n\n\n\n\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(1)<\/font><\/td>\n <\/font><\/td>\nanywhere in the world in which the Company is then
\ndoing business, engage or participate in, or assist, advise or be
\nconnected with (including as an employee, owner, partner,
\nshareholder, officer, director, advisor, consultant, agent or [without
\nlimitation by the specific enumeration of the foregoing] otherwise), or
\npermit his name to be used by or render services for, any person or
\nentity engaged in a Competing Business; provided, however, that nothing
\nin this Agreement shall prevent Executive from acquiring or owning, as a
\npassive investment, up to two percent (2%) of the outstanding voting
\nsecurities of an entity engaged in a Competing Business which are
\npublicly traded in any recognized national securities market;<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(2)<\/font><\/td>\n <\/font><\/td>\ntake any action, in connection with a Competing Business, which might divert
\nfrom the Company or an Affiliate of the Company any opportunity which
\nwould be within the scope of the Company\u0092s or such Affiliate\u0092s then
\nbusiness;<\/font><\/td>\n<\/tr>\n<\/table>\n
68<\/font><\/p>\n<\/p>\n
\n<\/p>\n\n\n\n\n\n
 <\/font><\/td>\n(3)<\/font><\/td>\n <\/font><\/td>\nsolicit or attempt to solicit any person or entity who is or has been
\n(A) a customer of the Company at any time during the Restricted Period to
\npurchase Competing Products from any person or entity (other than the
\nCompany) or (B) a customer, supplier, licensor, licensee or other
\nbusiness relation of the Company at any time during the Restricted Period
\nto cease doing business with the Company; or <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(4)<\/font><\/td>\n <\/font><\/td>\nsolicit or hire any
\nperson or entity who is a director, officer, employee or agent of the
\nCompany or any Affiliate of the Company to perform services for any
\nentity other than the Company and its Affiliates.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n<\/table>\n\n\n\n\n
 <\/font><\/td>\n(d)<\/font><\/td>\n <\/font><\/td>\nExecutive agrees that any violation by the Executive of Section 2(c) of
\nthis Agreement would be highly injurious to the Company and would cause
\nirreparable harm to the Company. By reason of the foregoing, Executive
\nconsents and agrees that if the Executive violates any provision of Section
\n2(c) of this Agreement, the Company shall be entitled, in addition to any
\nother rights and remedies that it may have, to apply to any court of
\ncompetent jurisdiction for specific performance and\/or injunctive or other
\nrelief in order to enforce, or prevent any continuing violation of, the
\nprovisions of such section. In the event Executive breaches a covenant contained in Section 2(c) of
\nthis Agreement, the Restricted Period applicable to Executive with
\nrespect to such breached covenant shall be extended for the period of
\nsuch breach. Executive also recognizes that the territorial, time and
\nscope limitations set forth in Sections 2(c), are reasonable and are
\nproperly required for the protection of the Company and in the event that
\nany such territorial, time or scope limitation is deemed to be
\nunreasonable, by a court of competent jurisdiction, the Company and
\nExecutive agree, and Executive submits, to the reduction of any or all of
\nsaid territorial, time or scope limitations to such an area, period or
\nscope as said court shall deem reasonable under the circumstances.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(e)<\/font><\/td>\n <\/font><\/td>\nTermination of the Executive\u0092s employment shall have no effect on the
\ncontinuing operation and enforceability of Sections 2(b), 2(c) or 2(d) and
\neach such section shall continue to be fully effective and enforceable after
\nany such termination.<\/font><\/td>\n<\/tr>\n<\/table>\n\n\n
3.<\/font><\/td>\n <\/font><\/td>\nObligations of the Company Upon Termination of Employment.<\/font><\/td>\n<\/tr>\n<\/table>\n\n\n\n
 <\/font><\/td>\n(a)<\/font><\/td>\n <\/font><\/td>\nIf during the Termination Period the employment of the Executive shall
\nterminate, other than by reason of a Nonqualifying Termination, then the
\nCompany shall pay to the Executive (or the Executive\u0092s beneficiary or
\nestate) within thirty (30) days following the Date of Termination, as
\ncompensation for services to the Company;<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n<\/table>\n\n\n\n\n
 <\/font><\/td>\n(1)<\/font><\/td>\n <\/font><\/td>\na cash amount equal to the sum
\nof (i) the Executive\u0092s base salary from the Company and its affiliated
\ncompanies through the Date of Termination, to the extent not theretofore
\npaid, (ii) the Executive\u0092s Target Bonus for the Company\u0092s fiscal year in
\nwhich the Date of Termination occurs multiplied by a fraction, the numerator
\nof which is the number of days in that fiscal year through the Date of
\nTermination and the denominator of which is 365 or 366, as applicable, (iii)
\nany positive balance in the Executive\u0092s Bonus Reserve Account; and (iv) any
\ncompensation previously deferred by the Executive other than pursuant to the
\nDeferred Compensation Plan or any tax qualified plan (together with any
\ninterest and earnings thereon) and any accrued vacation pay, in each case to
\nthe extent not theretofore paid; plus<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(2)<\/font><\/td>\n <\/font><\/td>\na lump-sum cash amount (subject to
\nany applicable payroll or other taxes required to be withheld pursuant to
\nSection 5) in an amount equal to (i) three times the Executive\u0092s highest
\nannual base salary from the Company and its affiliated
\ncompanies in effect during the twelve (12) month period<\/font><\/td>\n<\/tr>\n<\/table>\n
69<\/font><\/p>\n<\/p>\n
\n\n\n\n
<\/font><\/td>\n<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\nprior to the Date of Termination, plus (ii) three
\ntimes the higher of (a) the average of the Executive\u0092s Earned Bonus for the three fiscal years of the Company
\npreceding the fiscal year in which the Change in Control occurs, or (b) the Executive\u0092s Target Bonus for the fiscal year of the Company in which the Change in Control occurs; provided, however,<\/i> that any amount to be paid
\npursuant to this Section 3(a)(2) shall be reduced by any other amount of severance relating to salary or bonus
\ncontinuation to be received by the Executive upon termination
\nof employment of the Executive under the Silver Parachute Plan or any other severance plan, policy or
\narrangement of the Company and any severance payments the Company
\nis required to make pursuant to the requirements of any
\nU.S. or foreign law or regulation.<\/font><\/td>\n<\/tr>\n<\/table>\n\n\n\n
 <\/font><\/td>\n(b)<\/font><\/td>\n <\/font><\/td>\nIf during the Termination Period the employment of the Executive shall
\nterminate, other than by reason of a Nonqualifying Termination:<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n<\/table>\n\n\n\n\n\n\n
 <\/font><\/td>\n(1)<\/font><\/td>\n <\/font><\/td>\nIn addition to the payments to be made pursuant to Section 3(a), for a period
\nof three years commencing on the Date of Termination, the Company shall
\ncontinue
\nto keep in full force and effect all policies of medical, accident,
\ndisability and life insurance with respect to the Executive and his
\ndependents with the same level of coverage, upon the same terms and
\notherwise to the same extent as such policies shall have been in effect
\nimmediately prior to the Date of Termination or, if more favorable to the
\nExecutive, as provided generally with respect to other peer executives of
\nthe Company and its affiliated companies, and the Company and the Executive
\nshall share the costs of the continuation of such insurance coverage in the
\nsame proportion as such costs were shared immediately prior to the Date of
\nTermination; provided that, if the Executive cannot continue to participate
\nin the Company plans providing such benefits, the Company shall otherwise
\nprovide such benefits on the same after-tax basis as if continued
\nparticipation had been permitted. Notwithstanding the foregoing, in the
\nevent the Executive becomes reemployed with another employer and becomes
\neligible to receive welfare benefits from such employer, the welfare
\nbenefits described herein shall be secondary to such benefits during the
\nperiod of the Executive\u0092s eligibility, but only to the extent that the
\nCompany reimburses the Executive for any increased cost and provides
\nadditional benefits necessary to give the Executive the benefits provided
\nhereunder.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(2)<\/font><\/td>\n <\/font><\/td>\nAll stock options, restricted awards, other equity based awards and
\nall stock units credited to the Executive\u0092s account under the Deferred
\nCompensation Plan shall be fully vested. All stock options shall remain
\nexercisable for a period of ninety days from the Date of Termination or
\nthe earlier expiration of their initial term; provided, that, if the
\nExecutive would be prohibited from exercising any stock option due to
\npooling of interests or other restraints imposed under applicable
\naccounting rules or securities laws, such option shall remain exercisable
\nfor thirty days after such restriction ceases to apply.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(3)<\/font><\/td>\n <\/font><\/td>\nTo the extent not theretofore paid or provided, the Company shall
\ntimely pay or provide to the Executive any other amounts or benefits
\nrequired to be paid or provided or which the Executive is eligible to
\nreceive under any plan, program, policy or practice or contract or
\nagreement of the Company and its affiliated companies through the Date of
\nTermination (such other amounts and benefits shall be hereinafter
\nreferred to as the \u0093Other Benefits\u0094).<\/font><\/td>\n<\/tr>\n<\/table>\n
70<\/font><\/p>\n<\/p>\n
\n<\/p>\n\n\n
 <\/font><\/td>\n(c)<\/font><\/td>\n <\/font><\/td>\nIf during the Termination Period the employment of the Executive shall
\nterminate by reason of a Nonqualifying Termination, then the Company shall
\npay to the Executive within thirty (30) days following the Date of
\nTermination, a cash amount equal to the sum of (1) the Executive\u0092s full
\nannual base salary from the Company through the Date of Termination, to the
\nextent not theretofore paid, and (2) the Other Benefits.<\/font><\/td>\n<\/tr>\n<\/table>\n\n\n
4.<\/font><\/td>\n <\/font><\/td>\nCertain Additional Payments by the Company.<\/font><\/td>\n<\/tr>\n<\/table>\n\n\n\n\n
 <\/font><\/td>\n(a)<\/font><\/td>\n <\/font><\/td>\nAnything in this Agreement to the contrary notwithstanding, in the event
\nit shall be determined that any payment or distribution by the Company or
\nits affiliated companies to or for the benefit of the Executive (whether
\npaid or payable or distributed or distributable pursuant to the terms of
\nthis Agreement of otherwise, but determined without regard to any additional
\npayments required under this Section 4) (a \u0093Payment\u0094) would be subject to
\nthe excise tax imposed by Section 4999 of the Code, or any interest or
\npenalties are incurred by the Executive with respect to such excise tax
\n(such excise tax, together with any such interest and penalties, are
\nhereinafter collectively referred to as the \u0093Excise Tax\u0094), then the Executive shall be entitled to receive an
\nadditional payment (a \u0093Gross-Up Payment\u0094) in an amount such that after
\npayment by the Executive of all taxes (including any interest or
\npenalties imposed with respect to such taxes), including, without
\nlimitation, any income taxes (and any interest and penalties imposed with
\nrespect thereto) and Excise Tax imposed upon the Gross-Up Payment, the
\nExecutive retains an amount of the Gross-Up Payment equal to the Excise
\nTax imposed upon the Payments.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(b)<\/font><\/td>\n <\/font><\/td>\nSubject to the provisions of Section 4(c), all determinations required
\nto be made under this Section 4, including whether and when a Gross-Up
\nPayment is required and the amount of such Gross-Up Payment and the
\nassumptions to be utilized in arriving at such determination, shall be made
\nby the Company\u0092s public accounting firm (the \u0093Accounting Firm\u0094) which shall
\nprovide detailed supporting calculations both to the Company and the
\nExecutive within fifteen (15) business days of the receipt of
\nnotice from the Executive that there has been a Payment, or such earlier
\ntime as is requested by the Company. In the event that the Accounting Firm
\nis serving as accountant or auditor for the Person effecting the Change in
\nControl, the Executive shall appoint another nationally recognized public
\naccounting firm to make the determinations required hereunder (which
\naccounting firm shall then be referred to as the Accounting Firm hereunder).
\nAll fees and expenses of the Accounting Firm shall be borne solely by the
\nCompany. Any Gross-Up Payment, as determined pursuant to this Section 4,
\nshall be paid by the Company to the Executive within five (5) days of the
\nreceipt of the Accounting Firm\u0092s determination. If the Accounting Firm
\ndetermines that no Excise Tax is payable by the Executive, it shall furnish
\nthe Executive with a written opinion that failure to report the Excise Tax
\non the Executive\u0092s applicable federal income tax return would not result in
\nthe imposition of a negligence or similar penalty. Any determination by the
\nAccounting Firm shall be binding upon the Company and the Executive. As a
\nresult of the uncertainty in the application of Section 4999 of the Code at
\nthe time of the initial determination by the Accounting Firm hereunder, it
\nis possible that Gross-Up Payments which will not have been made by the
\nCompany should have been made (\u0093Underpayment\u0094), consistent with the
\ncalculations required to be made hereunder. In the event that the Company
\nexhausts its remedies pursuant to Section 4(c) and the Executive thereafter
\nis required to make a<\/font><\/td>\n<\/tr>\n<\/table>\n
71<\/font><\/p>\n<\/p>\n
\n<\/p>\n\n\n\n
<\/font><\/td>\n<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\npayment of any Excise Tax, the Accounting Firm shall
\ndetermine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by
\nthe Company to or for the benefit of the Executive.<\/font><\/td>\n<\/tr>\n<\/table>\n\n\n\n
 <\/font><\/td>\n(c)<\/font><\/td>\n <\/font><\/td>\nThe Executive shall notify the Company in writing of any claim by the
\nInternal Revenue Service that, if successful, would require the payment by
\nthe Company of the Gross-Up Payment. Such notification shall be given as
\nsoon as practicable but no later than ten (10) business days after the
\nExecutive is informed in writing of such claim and shall apprise the Company
\nof the nature of such claim and the date on which such claim is requested to
\nbe paid. The Executive shall not pay such claim prior to the expiration of
\nthe thirty (30) days period following the date on which the Executive gives
\nsuch notice to the Company (or such shorter period ending on the date that
\nany payment of taxes with respect to such claim is due). If the Company
\nnotifies the Executive in writing prior to the expiration of such period
\nthat it desires to contest such claim, the Executive shall:<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n<\/table>\n\n\n\n\n\n\n\n\n
 <\/font><\/td>\n(1)<\/font><\/td>\n <\/font><\/td>\ngive the
\nCompany any information reasonably requested by the Company relating to such
\nclaim,<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(2)<\/font><\/td>\n <\/font><\/td>\ntake such action in connection with contesting such claim as the
\nCompany shall reasonably request in writing from time to time, including,
\nwithout limitation, accepting legal representation with respect to such
\nclaim by an attorney reasonably selected by the Company,<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(3)<\/font><\/td>\n <\/font><\/td>\ncooperate with
\nthe Company in good faith in order effectively to contest such claim, and<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(4)<\/font><\/td>\n <\/font><\/td>\npermit the Company to participate in any proceedings relating to such
\nclaim; provided, however,<\/i> that the Company shall bear and pay directly all
\ncosts and expenses (including additional interest and penalties) incurred in
\nconnection with such contest and shall indemnify and hold the Executive
\nharmless, on an after-tax basis, for any Excise Tax or income tax (including
\ninterest and penalties with respect thereto) imposed as a result of such
\nrepresentation and payment of costs and expenses. Without limitation on the
\nforegoing provisions of this Section 4(c), the Company shall control all
\nproceedings taken in connection with such contest and, at its sole option,
\nmay pursue or forgo any and all administrative appeals, proceedings,
\nhearings and conferences with the taxing authority in respect of such claim
\nand may, at its sole option, either direct the Executive to pay the tax
\nclaimed and sue for a refund or contest the claim in any permissible manner,
\nand the Executive agrees to prosecute such contest to a determination before
\nany administrative tribunal, in a court of initial jurisdiction and in one
\nor more appellate courts, as the Company shall determine; provided, however,<\/i>
\nthat if the Company directs the Executive to pay such claim and sue for a
\nrefund, the Company shall advance the amount of such payment to the
\nExecutive on an interest-free basis and shall indemnify and hold the
\nExecutive harmless, on an after-tax basis, from any Excise Tax or income tax
\n(including interest or penalties with respect thereto) imposed with respect
\nto such advance or with respect to any imputed income with respect to such
\nadvance; and provided further,<\/i> that any extension of the statute of
\nlimitations relating to payment of taxes for the taxable year of the
\nExecutive with respect to which such contested amount is claimed to be due
\nis limited solely to such contested amount.
\nFurthermore, the Company\u0092s control of the contest shall be limited to
\nissues with respect to which a Gross-Up Payment would be payable
\nhereunder and the Executive shall be entitled to settle or contest, as
\nthe case may be, any other issue raised by the Internal Revenue Service
\nor any other taxing authority.<\/font><\/td>\n<\/tr>\n<\/table>\n
72<\/font><\/p>\n<\/p>\n
\n<\/p>\n\n\n
 <\/font><\/td>\n(d)<\/font><\/td>\n <\/font><\/td>\nIf, after the receipt by the Executive of an amount advanced by the
\nCompany pursuant to Section 4(c), the Executive becomes entitled to receive,
\nand receives, any refund with respect to such claim, the Executive shall
\n(subject to the Company\u0092s complying with the requirements of Section 4(c))
\npromptly pay to the Company the amount of such refund (together with any
\ninterest paid or credited thereon after taxes applicable thereto). If, after
\nthe receipt by the Executive of an amount advanced by the Company pursuant
\nto Section 4(c), a determination is made that the Executive shall not be
\nentitled to any refund with respect to such claim and the Company does not
\nnotify the Executive in writing of its intent to contest such denial of
\nrefund prior to the expiration of thirty (30) days after such determination,
\nthen such advance shall be forgiven and shall not be required to be repaid
\nand the amount of such advance shall offset, to the extent thereof, the
\namount of Gross-Up Payment required to be paid.<\/font><\/td>\n<\/tr>\n<\/table>\n\n\n\n\n\n\n\n\n
5.<\/font><\/td>\n <\/font><\/td>\nWithholding Taxes. The Company may withhold from all payments due to the
\nExecutive (or his beneficiary or estate) hereunder all taxes which, by
\napplicable federal, state, local or other law, the Company is required to
\nwithhold therefrom.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
6.<\/font><\/td>\n <\/font><\/td>\nReimbursement of Expenses. If any contest or dispute shall arise under
\nthis Agreement involving termination of the Executive\u0092s employment with
\nthe Company or involving the failure or refusal of the Company to perform
\nfully in accordance with the terms hereof, the Company shall reimburse the
\nExecutive, on a current basis, for all legal fees and expenses, if any,
\nincurred by the Executive in connection with such contest or dispute,
\ntogether with interest thereon at a rate equal to the prime rate, as
\npublished under \u0093Money Rates\u0094 in The Wall Street Journal<\/i> from time to
\ntime, but in no event higher
\nthan the maximum legal rate permissible under applicable law, such interest
\nto accrue from the date the Company receives the Executive\u0092s statement for
\nsuch fees and expenses through the date of payment thereof; provided,
\nhowever,<\/i> that in the event the resolution of any such contest or dispute
\nincludes a finding denying, in total, the Executive\u0092s claims in such contest
\nor dispute, the Executive shall be required to reimburse the Company, over a
\nperiod of twelve (12) months from the date of such resolution, for all sums
\nadvanced to the Executive pursuant to this Section 6.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
7.<\/font><\/td>\n <\/font><\/td>\nOperative Event. Notwithstanding any provision herein to the contrary, no
\namounts shall be payable hereunder unless and until there is a Change in
\nControl at a time when the Executive is employed by the Company.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
8.<\/font><\/td>\n <\/font><\/td>\nTermination of Agreement.<\/font><\/td>\n<\/tr>\n<\/table>\n\n\n\n\n
 <\/font><\/td>\n(a)<\/font><\/td>\n <\/font><\/td>\nThis Agreement shall be effective on the date hereof and shall continue
\nuntil terminated by the Company as provided in Section 8(b); provided,
\nhowever,<\/i> that this Agreement shall terminate in any event upon the earlier
\nto occur of (i) termination of the Executive\u0092s employment with the Company
\nprior to a Change in Control and (ii) the Executive\u0092s death.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(b)<\/font><\/td>\n <\/font><\/td>\nThe Company shall have the right prior to a Change in Control, in its
\nsole discretion, pursuant to action by the Board, to approve the termination
\nof this Agreement, which termination shall not become effective until the
\ndate fixed by the Board for such termination, which date shall be at least
\n120 days after notice thereof is given by the Company to the Executive in
\naccordance with Section 11; provided, however, that no such action shall be
\ntaken by the Board during any period of time when the Board has knowledge
\nthat any Person has taken steps reasonably calculated to effect a Change in<\/font><\/td>\n<\/tr>\n<\/table>\n
73<\/font><\/p>\n<\/p>\n
\n<\/p>\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
 <\/font><\/td>\nControl until, in the opinion of the Board, such Person has abandoned or
\nterminated its efforts to effect a Change in Control; and provided
\nfurther,<\/i> that in no event shall this Agreement be terminated in the event
\nof a Change in Control.<\/font><\/td>\n<\/tr>\n<\/table>\n\n\n\n\n
9.<\/font><\/td>\n <\/font><\/td>\nScope of Agreement. Nothing in this Agreement shall be deemed to entitle
\nthe Executive to continued employment with the Company or its subsidiaries
\nand, if the Executive\u0092s employment with the Company shall terminate prior
\nto a Change in Control, then the Executive shall have no further rights
\nunder this Agreement; provided, however,<\/i> that any termination of the
\nExecutive\u0092s employment following a Change in Control shall be subject to
\nall of the provisions of this Agreement.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
10.<\/font><\/td>\n <\/font><\/td>\nSuccessors; Binding Agreement.<\/font><\/td>\n<\/tr>\n<\/table>\n\n\n\n\n\n\n
 <\/font><\/td>\n(a)<\/font><\/td>\n <\/font><\/td>\nThis Agreement shall not be terminated by any merger or consolidation of
\nthe Company whether the Company is or is not the surviving or resulting
\ncorporation or as a result of any transfer of all or substantially all of
\nthe assets of the Company. In the event of any such merger, consolidation or
\ntransfer of assets, the provisions of this Agreement shall be binding upon
\nthe surviving or resulting corporation or the person or entity to which such
\nassets are transferred.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(b)<\/font><\/td>\n <\/font><\/td>\nThe Company agrees that concurrently with any merger, consolidation or
\ntransfer of assets referred to in Section 10(a), it will cause any successor
\nor transferee unconditionally to assume, by written instrument delivered to
\nthe Executive (or his beneficiary or estate), all of the obligations of the
\nCompany hereunder. Failure of the Company to obtain such assumption prior to
\nthe effectiveness of any such merger, consolidation or transfer of assets
\nshall be a breach of this Agreement and shall entitle the Executive to
\ncompensation and other benefits from the Company in the same amount and on
\nthe same terms as the Executive would be entitled hereunder if the
\nExecutive\u0092s employment were terminated following a Change in Control other
\nthan by reason of a Nonqualifying Termination. For purposes of implementing
\nthe foregoing, the date on which any such merger, consolidation or transfer
\nbecomes effective shall be deemed the Date of Termination.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(c)<\/font><\/td>\n <\/font><\/td>\nThis Agreement shall inure to the benefit of and be enforceable by the
\nExecutive\u0092s personal or legal representatives, executors, administrators,
\nsuccessors, heirs, distributees, devisees and legatees. If the Executive
\nshall die while any amounts would be payable to the Executive hereunder had
\nthe Executive continued to live, all such amounts, unless otherwise provided
\nherein, shall be paid in accordance with the terms of this Agreement to such
\nperson or persons appointed in writing by the Executive to receive
\nsuch amounts or, if no person is so appointed, to the Executive\u0092s estate.<\/font><\/td>\n<\/tr>\n<\/table>\n\n\n
11.<\/font><\/td>\n <\/font><\/td>\nNotices.<\/font><\/td>\n<\/tr>\n<\/table>\n\n\n\n\n
 <\/font><\/td>\n(a)<\/font><\/td>\n <\/font><\/td>\nFor purposes of this Agreement, all notices and other communications
\nrequired or permitted hereunder shall be in writing and shall be deemed to
\nhave been duly given when delivered or five days after deposit in the United
\nStates mail, certified and return receipt requested, postage prepaid,
\naddressed (1) if to the Executive, to _______________ and if to the Company,
\nto 855 East Main Avenue, Zeeland, MI 49464, attention General Counsel, with
\na copy to the Secretary, or (2) to such other address as either party may
\nhave furnished to the other in writing in accordance herewith, except that
\nnotices of change of address shall be effective only upon receipt.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(b)<\/font><\/td>\n <\/font><\/td>\nA written notice of the Executive\u0092s Date of Termination by the Company
\nor the Executive, as the case may be, to the other shall (i) indicate the
\nspecific termination provision in this Agreement relied upon, (ii) to the
\nextent applicable, set forth in reasonable detail the facts and
\ncircumstances claimed to provide a basis for termination of the Executive\u0092s
\nemployment under the provision so indicated and<\/font><\/td>\n<\/tr>\n<\/table>\n
74<\/font><\/p>\n<\/p>\n
\n<\/p>\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
 <\/font><\/td>\n(iii) specify the termination date (which date shall be not less than
\nfifteen (15) days after the giving of such notice). The failure by the
\nExecutive or the Company to set forth in such notice any fact or
\ncircumstance which contributes to a showing of Good Reason or Cause shall
\nnot waive any right of the Executive or the Company hereunder or preclude
\nthe Executive or the Company from asserting such fact or circumstance in
\nenforcing the Executive\u0092s or the Company\u0092s rights hereunder.<\/font><\/td>\n<\/tr>\n<\/table>\n\n\n
12.<\/font><\/td>\n <\/font><\/td>\nFull Settlement; Resolution of Disputes.<\/font><\/td>\n<\/tr>\n<\/table>\n\n\n\n\n\n
 <\/font><\/td>\n(a)<\/font><\/td>\n <\/font><\/td>\nThe Company\u0092s obligation to make any payments provided for in this
\nAgreement and otherwise to perform its obligations hereunder shall not be
\naffected by any set-off, counterclaim, recoupment, defense or other claim,
\nright or action which the Company may have against the Executive or others.
\nIn no event shall the Executive be obligated to seek other employment or
\ntake any other action by way of mitigation of the amounts payable to the
\nExecutive under any of the provisions of this Agreement and such amounts
\nshall not be reduced whether or not the Executive obtains other
\nemployment except to the extent provided in Section 3(b)(1).<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n(b)<\/font><\/td>\n <\/font><\/td>\nIf there shall be any dispute between the Company and the Executive in
\nthe event of any termination of the Executive\u0092s employment, then, unless and
\nuntil there is a final, nonappealable judgment by a court of competent
\njurisdiction declaring that such termination was for Cause, that the
\nExecutive terminated his employment without Good Reason, or that the Company
\nis not otherwise obligated to pay any amount or provide any benefit to the
\nExecutive and his dependents or other beneficiaries, as the case may be,
\nunder Sections 3(a), 3(b) and 4, the Company shall pay all amounts, and
\nprovide all benefits, to the Executive and his dependents or other
\nbeneficiaries, as the case may be, that the Company would be required to pay
\nor provide pursuant to Sections 3(a), 3(b) and 4 as though such termination
\nwere by the Company without Cause or by the Executive with Good Reason;
\nprovided, however,<\/i> that the Company shall not be required to pay any
\ndisputed amounts pursuant to this Section 12(b) except upon receipt of an
\nundertaking by or on behalf of the Executive to repay all such amounts to
\nwhich the Executive is ultimately adjudged by such court not to be entitled.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n<\/table>\n\n\n\n\n\n\n\n\n
13.<\/font><\/td>\n <\/font><\/td>\nEmployment with Subsidiaries. Employment with the Company for purposes of
\nthis Agreement shall include employment with any corporation or other entity in
\nwhich the Company has a direct or indirect ownership interest of 50 percent or
\nmore of the total combined voting power of the then outstanding securities of
\nsuch corporation or other entity entitled to vote generally in the election of
\ndirectors.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
14.<\/font><\/td>\n <\/font><\/td>\nGoverning Law; Validity. The interpretation, construction and performance
\nof this Agreement shall be governed by and construed and enforced in accordance
\nwith the internal laws of the State of Michigan without regard to the principle
\nof conflicts of laws. The invalidity or unenforceability of any provision of
\nthis Agreement shall not affect the validity or enforceability of any other
\nprovisions of this Agreement, which other provisions shall remain in full force
\nand effect.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
15.<\/font><\/td>\n <\/font><\/td>\nCounterparts. This Agreement may be executed in two counterparts, each of
\nwhich shall be deemed to be an original and both of which together shall
\nconstitute one and the same instrument.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n<\/tr>\n
16.<\/font><\/td>\n <\/font><\/td>\nMiscellaneous. No provision of this Agreement may be modified or waived
\nunless such modification or waiver is agreed to in writing and signed by the
\nExecutive and by a duly authorized officer of the
\nCompany. No waiver by either party hereto at any time of any breach by the
\nother party hereto of, or compliance with, any condition or provision of this
\nAgreement to be performed by such other party shall be deemed a waiver of
\nsimilar or dissimilar provisions or conditions at the same or at any prior or
\nsubsequent time. Failure by the Executive or the Company to insist upon strict
\ncompliance with any<\/font><\/td>\n<\/tr>\n<\/table>\n
75<\/font><\/p>\n<\/p>\n
\n<\/p>\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
 <\/font><\/td>\nprovisions of this Agreement or to assert any right the Executive or the Company
\nmay have hereunder, including, without limitation, the right of the Executive
\nto terminate employment for Good Reason, shall not be deemed to be a waiver of such provision or right or any ot
\nher provision or right of this Agreement. Except as otherwise expressly set forth in this Agreement, the rights
\nof, and benefits payable to, the Executive, his estate or his beneficiaries pursuant to this Agreement are in
\naddition to any rights of, or benefits payable to, the Executive, his estate or his beneficiaries under any other
\nemployee benefit plan or compensation plan, policy practice or program of the Company or any other contract or
\nagreement with the Company.<\/font><\/td>\n<\/tr>\n<\/table>\n
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a
\nduly authorized officer of the Company and the Executive has executed this
\nAgreement as of the day and year first above written.<\/font><\/p>\n
HERMAN MILLER, INC.
\nBy:
 EXECUTIVE
Executive\u0092s Name Michael A. Volkema<\/font><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7767],"corporate_contracts_industries":[9399],"corporate_contracts_types":[9539,9551],"class_list":["post-38577","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-herman-miller-inc","corporate_contracts_industries-consumer__furniture","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38577","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38577"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38577"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38577"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38577"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}