{"id":39381,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-murray-h-bring.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-murray-h-bring","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-murray-h-bring.html","title":{"rendered":"Employment Agreement &#8211; Murray H. Bring"},"content":{"rendered":"<pre>\n                              AMENDED AND RESTATED\n                              EMPLOYMENT AGREEMENT\n\n      AGREEMENT by and between Philip Morris Companies Inc., a Virginia\ncorporation (the 'Company') and Murray H. Bring (the 'Executive'), dated as of\nthe 30th day of July, 1998.\n\n      WHEREAS, the Company and the Executive previously entered into an initial\nemployment agreement dated October 12, 1987, which was amended by a letter\nagreement dated October 5, 1993, and also entered into a supplemental employment\nagreement dated March 24, 1997, which supplemental agreement set forth terms and\nconditions that would become applicable in the event of a change of control of\nthe Company; and\n\n      WHEREAS, such prior agreements provide for certain incentives to continued\nemployment, including certain supplemental retirement benefits, and recognize\nthe importance of ensuring that the compensation and benefits expectations of\nthe Executive will be satisfied in the event of a change of control or other\ncontingencies; and\n\n      WHEREAS, the Company wishes to ensure to itself the continued benefit of\nthe Executive's services for the period extending at least until his Normal\nRetirement Date following Executive's attaining age 65; and\n\n      WHEREAS, the Executive has agreed to provide such continued services;\n\n      NOW THEREFORE, in consideration of the mutual covenants hereinafter set\nforth in this Amended and Restated Employment Agreement, which replaces the\nprior supplemental employment agreement dated March 24, 1997, the Company and\nthe Executive agree as follows:\n\n      1. Certain Definitions. (a) The 'Effective Date' shall mean the first date\nduring the Change of Control Period (as defined in Section 1(b)) on which a\nChange of Control (as defined in Section 2) occurs. Anything in this Agreement\nto the contrary notwithstanding, if a Change of Control occurs and if the\nExecutive's employment with the Company is terminated or the Executive ceases to\nbe Vice Chairman, External Affairs and General Counsel of Philip Morris\nCompanies Inc. prior to the date on which the Change of Control occurs, and if\nit is reasonably demonstrated by the Executive that such termination of\nemployment or cessation of status as Vice Chairman, External Affairs and General\nCounsel of Philip Morris Companies Inc. (i) was at the request of a third party\nwho has taken steps reasonably calculated to effect a Change of Control or (ii)\notherwise arose in connection with or anticipation of a Change of Control (an\nevent described in (i) or (ii) above being hereinafter referred to as a\n'Potential Change of Control'), then for all purposes of this Agreement the\n'Effective Date' shall mean the date immediately prior to the date of such\ntermination of employment or cessation of status as Vice Chairman, External\nAffairs and General Counsel of Philip Morris Companies Inc.\n\n          (b) The 'Change of Control Period' shall mean the period commencing on\nthe date hereof and ending on the earliest to occur of (x) any date prior to the\nEffective Date on which the Executive ceases to hold the position Vice Chairman,\nExternal Affairs and General Counsel of Philip Morris Companies Inc., (y) the\nthird anniversary of the date hereof, and (z) the Executive's normal retirement\ndate (the 'Normal Retirement Date') under the Philip Morris Salaried Employees'\nRetirement Plan (the 'Retirement Plan'); provided, however, that commencing on\nthe date one year after the date hereof, and on each annual anniversary of such\ndate (such date and each annual anniversary thereof shall be hereinafter\nreferred to as the 'Renewal Date'), unless previously terminated, the Change of\nControl Period shall be automatically extended so as to terminate three years\nfrom such Renewal Date, unless at least 60 days prior to the Renewal Date the\nCompany shall give notice to the Executive that the Change of Control Period\nshall not be so extended.\n\n      2. Change of Control. For the purpose of this Agreement, a 'Change of\nControl' shall mean:\n\n          (a) The acquisition by any individual, entity or group (within the\nmeaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,\nas amended (the 'Exchange Act')) (a 'Person') of beneficial ownership (within\nthe meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of\neither (i) the then outstanding shares of common stock of the Company (the\n'Outstanding Company Common Stock') or (ii) the combined voting power of the\nthen outstanding voting securities of the Company entitled to vote generally in\nthe election of directors (the 'Outstanding Company Voting Securities');\nprovided, however, that the following acquisitions shall not constitute a Change\nof Control: (i) any acquisition directly from the Company, (ii) any acquisition\nby the Company, (iii) any acquisition by any employee benefit plan (or related\ntrust) sponsored or maintained by the Company or any corporation controlled by\nthe Company or (iv) any acquisition by any corporation pursuant to a transaction\nwhich complies with clauses (i), (ii) and (iii) of subsection (c) of this\nSection 2; or\n\n          (b) Individuals who, as of the date hereof, constitute the Board (the\n'Incumbent Board') cease for any reason to constitute at least a majority of the\nBoard; provided, however, that any individual becoming a director subsequent to\nthe date hereof whose election, or nomination for election by the Company's\nshareholders, was approved by a vote of at least a majority of the directors\nthen comprising the Incumbent Board shall be considered as though such\nindividual were a member of the Incumbent Board, but excluding, for this\npurpose, any such individual whose initial assumption of office occurs as a\nresult of an actual or threatened election contest with respect to the election\nor removal of directors or other actual or threatened solicitation of proxies or\nconsents by or on behalf of a Person other than the Board; or\n\n          (c) Approval by the shareholders of the Company of a reorganization,\nmerger, share exchange or consolidation (a 'Business Combination'), in each\ncase, unless, following such Business Combination, (i) all or substantially all\nof the individuals and entities who were the beneficial owners, respectively, of\nthe \n\n\n                                       2\n\nOutstanding Company Common Stock and Outstanding Company Voting Securities\nimmediately prior to such Business Combination beneficially own, directly or\nindirectly, more than 80% of, respectively, the then outstanding shares of\ncommon stock and the combined voting power of the then outstanding voting\nsecurities entitled to vote generally in the election of directors, as the case\nmay be, of the corporation resulting from such Business Combination (including,\nwithout limitation, a corporation which as a result of such transaction owns the\nCompany through one or more subsidiaries) in substantially the same proportions\nas their ownership, immediately prior to such Business Combination of the\nOutstanding Company Common Stock and Outstanding Company Voting Securities, as\nthe case may be, (ii) no Person (excluding any employee benefit plan (or related\ntrust) of the Company or such corporation resulting from such Business\nCombination) beneficially owns, directly or indirectly, 20% or more of,\nrespectively, the then outstanding shares of common stock of the corporation\nresulting from such Business Combination or the combined voting power of the\nthen outstanding voting securities of such corporation except to the extent that\nsuch ownership existed prior to the Business Combination and (iii) at least a\nmajority of the members of the board of directors of the corporation resulting\nfrom such Business Combination were members of the Incumbent Board at the time\nof the execution of the initial agreement, or of the action of the Board,\nproviding for such Business Combination; or\n\n          (d) Approval by the shareholders of the Company of (i) a complete\nliquidation or dissolution of the Company or (ii) the sale or other disposition\nof all or substantially all of the assets of the Company, other than to a\ncorporation, with respect to which following such sale or other disposition, (A)\nmore than 80% of, respectively, the then outstanding shares of common stock of\nsuch corporation and the combined voting power of the then outstanding voting\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 and entities who were the beneficial\nowners, respectively, of the Outstanding Company Common Stock and Outstanding\nCompany Voting Securities immediately prior to such sale or other disposition in\nsubstantially the same proportion as their ownership, immediately prior to such\nsale or other disposition, of the Outstanding Company Common Stock and\nOutstanding Company Voting Securities, as the case may be, (B) less than 20% of,\nrespectively, the then outstanding shares of common stock of such corporation\nand the combined voting power of the then outstanding voting securities of such\ncorporation entitled to vote generally in the election of directors is then\nbeneficially owned, directly or indirectly, by any Person (excluding any\nemployee benefit plan (or related trust) of the Company or such corporation),\nexcept to the extent that such Person owned 20% or more of the Outstanding\nCompany Common Stock or Outstanding Company Voting Securities prior to the sale\nor disposition and (C) at least a majority of the members of the board of\ndirectors of such corporation were members of the Incumbent Board at the time of\nthe execution of the initial agreement, or of the action of the Board, providing\nfor such sale or other disposition of assets of the Company or were elected,\nappointed or nominated by the Board.\n\n\n                                       3\n\n      3. Employment Period. The Company hereby agrees to continue the Executive\nin its employ, and the Executive hereby agrees to remain in the employ of the\nCompany subject to the terms and conditions of this Agreement, for the period\ncommencing on the Effective Date and ending on the earlier to occur of (x) the\nthird anniversary of such date and (y) the Executive's Normal Retirement Date\n(the 'Employment Period').\n\n      4. Terms of Employment. (a) Position and Duties.\n\n               (i) During the Employment Period, (A) the Executive's position\n(including status, offices, titles and reporting requirements), authority,\nduties and responsibilities shall be at least commensurate in all material\nrespects with the most significant of those held, exercised and assigned at any\ntime during the 120-day period immediately preceding the Effective Date and (B)\nthe Executive's services shall be performed at the location where the Executive\nwas employed immediately preceding the Effective Date or any office or location\nless than 35 miles from such location.\n\n               (ii) During the Employment Period, and excluding any periods of\nvacation and sick leave to which the Executive is entitled, the Executive agrees\nto devote reasonable attention and time during normal business hours to the\nbusiness and affairs of the Company and, to the extent necessary to discharge\nthe responsibilities assigned to the Executive hereunder, to use the Executive's\nreasonable best efforts to perform faithfully and efficiently such\nresponsibilities. During the Employment Period it shall not be a violation of\nthis Agreement for the Executive to (A) serve on corporate, civic or charitable\nboards or committees, (B) deliver lectures, fulfill speaking engagements or\nteach at educational institutions and (C) manage personal investments, so long\nas such activities do not significantly interfere with the performance of the\nExecutive's responsibilities as an employee of the Company in accordance with\nthis Agreement. It is expressly understood and agreed that to the extent that\nany such activities have been conducted by the Executive prior to the Effective\nDate, the continued conduct of such activities (or the conduct of activities\nsimilar in nature and scope thereto) subsequent to the Effective Date shall not\nthereafter be deemed to interfere with the performance of the Executive's\nresponsibilities to the Company.\n\n          (b) Compensation. (i) Base Salary. During the Employment Period, the\nExecutive shall receive an annual base salary ('Annual Base Salary'), which\nshall be paid at a monthly rate, at least equal to twelve times the highest\nmonthly base salary paid or payable, including any base salary which has been\nearned but deferred, to the Executive by the Company and its affiliated\ncompanies in respect of the twelve-month period immediately preceding the month\nin which the Effective Date occurs. During the Employment Period, the Annual\nBase Salary shall be reviewed no more than 12 months after the last salary\nincrease awarded to the Executive prior to the Effective Date and thereafter at\nleast annually and shall be first increased no more than 12 months after the\nlast salary increase awarded to the Executive prior to the Effective Date and\nthereafter at least annually by the highest of (x) 7%, (y) the average increase\n(excluding promotional increases) in base salary awarded to the Executive for\neach of the three full fiscal years \n\n\n                                       4\n\n(annualized in the case of any fiscal year consisting of less than twelve full\nmonths or during which the Executive was employed for less than twelve months)\nprior to the Effective Date, and (z) the percentage increase (excluding\npromotional increases) in base salary generally awarded to peer executives of\nthe Company and its affiliated companies for the year of determination. Any\nincrease in Annual Base Salary shall not serve to limit or reduce any other\nobligation to the Executive under this Agreement. Annual Base Salary shall not\nbe reduced after any such increase and the term Annual Base Salary as utilized\nin this Agreement shall refer to Annual Base Salary as so increased. As used in\nthis Agreement, the term 'affiliated companies' shall include any company\ncontrolled by, controlling or under common control with the Company.\n\n               (ii) Annual Bonus. In addition to Annual Base Salary, the\nExecutive shall be awarded, for each fiscal year ending during the Employment\nPeriod, an annual bonus (the 'Annual Bonus'), in cash at least equal to the\nhigher of (x) the average of the three highest bonuses paid or payable,\nincluding any bonus or portion thereof which has been earned but deferred, to\nthe Executive by the Company and its affiliated companies in respect of the five\nfiscal years immediately preceding the fiscal year in which the Effective Date\noccurs (annualized for any fiscal year during such period consisting of less\nthan twelve full months or with respect to which the Executive has been employed\nby the Company for less than twelve full months) and (y) the bonus paid or\npayable (annualized as described above), including any bonus or portion thereof\nwhich has been earned but deferred, to the Executive by the Company and its\naffiliated companies in respect of the most recently completed fiscal year prior\nto the Effective Date (such higher amount being referred to as the 'Recent\nAnnual Bonus'). Each such Annual Bonus shall be paid no later than the end of\nthe third month of the fiscal year next following the fiscal year for which the\nAnnual Bonus is awarded, unless the Executive shall elect to defer the receipt\nof such Annual Bonus.\n\n               (iii) Incentive, Savings and Retirement Plans.\n\n                    A. During the Employment Period, the Executive shall be\nentitled to participate in all incentive, savings and retirement plans,\npractices, policies and programs applicable generally to other peer executives\nof the Company and its affiliated companies, but in no event shall such plans,\npractices, policies and programs provide the Executive with incentive\nopportunities (measured with respect to both regular and special incentive\nopportunities, to the extent, if any, that such distinction is applicable),\nsavings opportunities and retirement benefit opportunities, in each case, less\nfavorable, in the aggregate, than the most favorable of those provided by the\nCompany and its affiliated companies for the Executive under such plans,\npractices, policies and programs as in effect at any time during the 120-day\nperiod immediately preceding the Effective Date or if more favorable to the\nExecutive, those provided generally at any time after the Effective Date to\nother peer executives of the Company and its affiliated companies.\n\n\n                                       5\n\n                    B. Notwithstanding any other provision of this Agreement,\nupon the filing at any time (whether before, during or after the Employment\nPeriod) of a voluntary or an involuntary petition for relief commencing a case\nunder Title 11, United States Code (including, without limitation, any petition\nfiled under chapter 7, chapter 11 or any other chapter thereof or a case under\nany successor federal statute) by or against the Company (an 'Other Contingent\nEvent'), the Executive shall immediately become entitled to a single sum payment\nequal to the present value of the retirement benefits to which he would be\nentitled under all Retirement Arrangements if he continued in employment with\nthe Company until his Normal Retirement Date, less the present value of the\namounts then accrued and payable at Normal Retirement Date to the Executive\nunder the Qualified Retirement Arrangements. The 'Retirement Arrangements'\nconsist of the Philip Morris Salaried Employees' Retirement Plan and the Philip\nMorris Deferred Profit-Sharing Plan (the two 'Qualified Retirement\nArrangements'), and the Philip Morris Benefit Equalization Plan and the\nSupplemental Management Employees' Retirement Plan of Philip Morris Companies\nInc. (the two 'Nonqualified Retirement Arrangements'). For purposes of\ncalculating the amount of such single sum payment (before its reduction by\namounts payable under the Qualified Arrangements),\n\n      (1)   the Executive's compensation taken into account in the computation\n            of benefits under the Retirement Arrangements shall be determined by\n            assuming that base compensation increases to $87,500 per month\n            effective May 1, 1999 and remains constant until the Executive's\n            Normal Retirement Date and that Incentive Compensation paid in 1999\n            for 1998 is $1,134,000 and in 2000 for 1999 is $1,253,363 (provided,\n            however, that to the extent base compensation or Incentive\n            Compensation has been paid for a portion of the period taken into\n            account in the determination, the amounts actually paid shall be\n            utilized for that portion of the period in such determination),\n\n      (2)   years of accredited service (to a maximum of 35 years) shall be\n            determined by crediting the Executive with two years of accredited\n            service for each year of service to age 60, with three years of\n            accredited service for each year of service from age 60 to age 65,\n            and with six additional years of accredited service reflecting the\n            intention of the Executive to continue his employment with the\n            Company until his Normal Retirement Date,\n\n      (3)   the periodic annuity amount determined under the Philip Morris\n            Salaried Employees' Retirement Plan, the Philip Morris Benefit\n            Equalization Plan, and the Supplemental Management Employees'\n            Retirement Plan of Philip Morris Companies Inc. shall be calculated\n            as an amount payable commencing at the Executive's Normal Retirement\n            Date for the remainder of his life only,\n\n      (4)   the single sum actuarial equivalent payment of the annuity benefit\n            determined under (3) immediately above shall be calculated as the\n\n\n                                       6\n\n            present value as of the date of the occurrence of the Other\n            Contingent Event (using the average of the interest rates\n            established by the Pension Benefit Guaranty Corporation ('PBGC') to\n            value immediate annuities in the case of a plan termination for the\n            24 months preceding the date on which such single sum amount becomes\n            payable, less one-half of one percent, and the UP-1984 Unisex\n            Mortality Table or the average of the 30-year Treasury rates for the\n            24 months preceding the date of the occurrence of the Other\n            Contingent Event, less one-half of one percent, and the GAM83 Unisex\n            Mortality Table, whichever assumptions produce the greater single\n            sum actuarial equivalent value, provided that if the PBGC rates are\n            no longer published the most recently published PBGC rate shall be\n            used in computing the PBGC rate average for that portion of the 24\n            month period during which PBGC rates were no longer published) of\n            the periodic amounts payable commencing at the Executive's Normal\n            Retirement Date as computed based on the assumptions set forth in\n            this Section 4(b)(iii)(B), and\n\n      (5)   the statutory Internal Revenue Code of 1986 limits on tax-qualified\n            plan benefits shall be assumed to increase at the rate of 4 percent\n            per year during the period from the date of the calculation until\n            the Executive's Normal Retirement Date.\n\nIn addition, the portion of the retirement benefit to which the Executive would\nbe entitled if he continued employment until his Normal Retirement Date that is\nattributable to the Philip Morris Deferred Profit-Sharing Plan and the Deferred\nProfit-Sharing portion of the Philip Morris Benefit Equalization Plan shall be\ncomputed based on the compensation assumptions specified in (1) of the\nimmediately preceding sentence; by crediting the account balance existing as of\nthe date of the Other Contingent Event and the assumed future annual\nprofit-sharing amounts (which future amounts shall total 10 percent of base\ncompensation, with such crediting assumed to occur as of February 28 of the year\nimmediately following the year in which such compensation was earned) with\ninterest at 6 percent per year from the later of the date of the Other\nContingent Event or, with respect to future amounts, the date assumed credited,\nto the Executive's Normal Retirement Date; and by discounting the amounts that\nwould be credited as of the Executive's Normal Retirement Date based on these\nassumptions back to the date of the Other Contingent Event at the rate of 6\npercent per year.\n\nThe amount computed on the assumptions described above shall be computed for all\nRetirement Arrangements and then reduced by the present value (computed on the\nbasis of the same assumptions) at the date of the Other Contingent Event of the\namounts that would be payable under the Qualified Retirement Arrangements to the\nExecutive at his Normal Retirement Date if the Executive terminated employment\nwith the Company on the date of the Other Contingent Event. If actual payment of\nthe single sum payment is not made within 15 days of the date of the Other\nContingent Event, the amount of the payment shall be increased to reflect the\ndelay in payment using the actuarial assumptions specified above.\n\n\n                                       7\n\nIf the Executive dies prior to retirement and an Other Contingent Event occurs\nbefore receipt by the Executive or his beneficiary of retirement benefits under\nthe Nonqualified Retirement Arrangements having a present value (determined as\nof the date of the Other Contingent Event and on the basis of the actuarial\nassumptions described previously in this Section 4(b)(iii)(B)) equal to the\nsingle sum payment computed on the basis of such assumptions and as of such\ndate, the beneficiary shall be entitled to immediate payment of an amount equal\nto the difference between the single sum payment so computed and the present\nvalue at that time of any such retirement benefits previously received. If an\nOther Contingent Event occurs after the Executive has retired, the Executive\n(or, if the Executive is then deceased, his beneficiary) shall immediately\nbecome entitled to payment of a single sum amount equal to the present value\n(determined on the basis of the actuarial assumptions previously set forth in\nthis Section 4(b)(iii)(B)) on the date of the Other Contingent Event of all\nremaining payments projected to be made to the Executive or his beneficiary\nunder the Nonqualified Retirement Arrangements. The beneficiary of the Executive\nshall be the Executive's beneficiary or beneficiaries designated under the\nNonqualified Retirement Arrangements (or in any written designation accepted by\nthe Company that supercedes such designation), or in the absence of such a\ndesignated beneficiary the Executive's estate.\n\nThe single sum amounts determined under the preceding provisions of this Section\n4(b)(iii)(B) shall be determined without regard to any amounts previously paid\nat the direction of the Executive to the trust established by the Executive\npursuant to the Employee Grantor Trust Agreement between the Executive as\ngrantor and Morgan Guaranty Trust Company of New York as trustee dated December\n13, 1995, or any successor trust (the 'Executive's Secular Trust'). After any\nsuch single sum amount is so determined, it shall then be reduced by subtracting\nfrom it the Pre-Tax Secular Trust Equivalent; the result shall be the net amount\nactually payable to the Executive or his beneficiary with respect to the\nNonqualified Retirement Arrangements. The Pre-Tax Secular Trust Equivalent shall\nbe determined by taking the fair market value of the assets held in the\nExecutive's Secular Trust on the date of the Other Contingent Event, reducing\nthe value of such assets by the amount of any unpaid taxes on earnings or on\nunrealized appreciation that would be realized were the assets immediately sold,\nand then converting the resulting after-tax amount to its pre-tax equivalent\nbased on the tax assumptions set forth in Exhibit B of the Employee Grantor\nTrust Enrollment Agreement between the Executive and the Company dated December\n13, 1995.\n\nIf the Executive should voluntarily terminate employment with the Company prior\nto his Normal Retirement Date for reasons other than disability or Good Reason,\nthe Executive shall promptly pay to the Company an amount equal to the amount,\nif any, by which (x) the present value (as of the date of such termination) of\nthe sum of the Pre-Tax Secular Trust Equivalent and any other payments\npreviously received under the Nonqualified Retirement Arrangements exceeds (y)\nthe present value (as of such date) of the amount to which the Executive would\nbe entitled under this Section 4(b)(iii)(B), determined without regard to any\nreduction by the Pre-Tax Secular Trust Equivalent, if his years of accredited\nservice were reduced by three years for each year of service prior to his Normal\nRetirement Date not completed by the Executive and then by six additional years\nand if his compensation taken into account in the computation of benefits were\n\n\n                                       8\n\ndetermined without regard to any compensation assumed for the period from his\ndate of termination to his Normal Retirement Date. Present value for this\npurpose shall be determined on the basis of the actuarial assumptions specified\nabove; and Good Reason shall have the meaning specified in Section 5(c) hereof,\nexcept that any failure by the Company to make payments under this Section\n4(b)(iii)(B) shall not constitute Good Reason to the extent that the Company is\nprecluded by applicable law from making such payment.\n\nThis Section 4(b)(iii)(B) shall become operative upon the occurrence of an Other\nContingent Event, whether before or after the Executive's termination of\nemployment or death and irrespective of whether the Effective Date described in\nSection 1 or any of the events described in Section 2 of this Agreement have\noccurred. In the event of any conflict between the applicable provisions of this\nSection and any other provisions of this Agreement or of other agreements\npreviously entered into between the Company and the Executive, the provisions of\nthis Section 4(b)(iii)(B) shall govern the determination and payment of benefits\nto the Executive or his beneficiaries under the Nonqualified Retirement\nArrangements.\n\n               (iv) Welfare Benefit Plans. During the Employment Period, the\nExecutive and\/or the Executive's family, as the case may be, shall be eligible\nfor participation in and shall receive all benefits under welfare benefit plans,\npractices, policies and programs provided by the Company and its affiliated\ncompanies (including, without limitation, medical, prescription, dental,\ndisability, salary continuance, employee life, group life, accidental death and\ntravel accident insurance plans and programs) to the extent applicable generally\nto other peer executives of the Company and its affiliated companies, but in no\nevent shall such plans, practices, policies and programs provide the Executive\nwith benefits which are less favorable, in the aggregate, than the most\nfavorable of such plans, practices, policies and programs in effect for the\nExecutive at any time during the 120-day period immediately preceding the\nEffective Date or, if more favorable to the Executive, those provided generally\nat any time after the Effective Date to other peer executives of the Company and\nits affiliated companies.\n\n               (v) Expenses. During the Employment Period, the Executive shall\nbe entitled to receive prompt reimbursement for all reasonable expenses incurred\nby the Executive in accordance with the most favorable policies, practices and\nprocedures of the Company and its affiliated companies in effect for the\nExecutive at any time during the 120-day period immediately preceding the\nEffective Date or, if more favorable to the Executive, as in effect generally at\nany time thereafter with respect to other peer executives of the Company and its\naffiliated companies.\n\n               (vi) Fringe Benefits. During the Employment Period, the Executive\nshall be entitled to fringe benefits, including, without limitation, tax and\nfinancial planning services, payment of club dues, and, if applicable, use of an\nautomobile and payment of related expenses, in accordance with the most\nfavorable plans, practices, programs and policies of the Company and its\naffiliated companies \n\n\n                                       9\n\nin effect for the Executive at any time during the 120-day period immediately\npreceding the Effective Date or, if more favorable to the Executive, as in\neffect generally at any time thereafter with respect to other peer executives of\nthe Company and its affiliated companies.\n\n               (vii) Office and Support Staff. During the Employment Period, the\nExecutive shall be entitled to an office or offices of a size and with\nfurnishings and other appointments, and to exclusive personal secretarial and\nother assistance, at least equal to the most favorable of the foregoing provided\nto the Executive by the Company and its affiliated companies at any time during\nthe 120-day period immediately preceding the Effective Date or, if more\nfavorable to the Executive, as provided generally at any time thereafter with\nrespect to other peer executives of the Company and its affiliated companies.\n\n               (viii) Vacation. During the Employment Period, the Executive\nshall be entitled to paid vacation in accordance with the most favorable plans,\npolicies, programs and practices of the Company and its affiliated companies as\nin effect for the Executive at any time during the 120-day period immediately\npreceding the Effective Date or, if more favorable to the Executive, as in\neffect generally at any time thereafter with respect to other peer executives of\nthe Company and its affiliated companies.\n\n      5. Termination of Employment. (a) Death or Disability. The Executive's\nemployment shall terminate automatically upon the Executive's death during the\nEmployment Period. If the Company determines in good faith that the Disability\nof the Executive has occurred during the Employment Period (pursuant to the\ndefinition of Disability set forth below), it may give to the Executive written\nnotice in accordance with Section 12(b) of this Agreement of its intention to\nterminate the Executive's employment. In such event, the Executive's employment\nwith the Company shall terminate effective on the 30th day after receipt of such\nnotice by the Executive (the 'Disability Effective Date'), provided that, within\nthe 30 days after such receipt, the Executive shall not have returned to\nfull-time performance of the Executive's duties. For purposes of this Agreement,\n'Disability' shall mean the absence of the Executive from the Executive's duties\nwith the Company on a full-time basis for 180 consecutive business days as a\nresult of incapacity due to mental or physical illness which is determined to be\ntotal and permanent by a physician selected by the Company or its insurers and\nacceptable to the Executive or the Executive's legal representative (such\nagreement as to acceptability not to be withheld unreasonably).\n\n          (b) Cause. The Company may terminate the Executive's employment during\nthe Employment Period for Cause. For the sole and exclusive purposes of this\nAgreement, 'Cause' shall mean:\n\n                (i) the willful and continued failure of the Executive to\nperform substantially the Executive's duties with the Company or one of its\naffiliates (other than any such failure resulting from incapacity due to\nphysical or mental \n\n\n                                       10\n\nillness), after a written demand for substantial performance is delivered to the\nExecutive by the Board or the Chief Executive Officer of the Company which\nspecifically identifies the manner in which the Board or Chief Executive Officer\nbelieves that the Executive has not substantially performed the Executive's\nduties, or\n\n               (ii) the willful engaging by the Executive in illegal conduct or\ngross misconduct which is materially and demonstrably injurious to the Company.\n\nFor purposes of this provision, no act or failure to act, on the part of the\nExecutive, shall be considered 'willful' unless it is done, or omitted to be\ndone, by the Executive in bad faith or without reasonable belief that the\nExecutive's action or omission was in the best interests of the Company. Any\nact, or failure to act, based upon authority given pursuant to a resolution duly\nadopted by the Board or upon the instructions of the Chief Executive Officer or\na senior officer of the Company or based upon the advice of counsel for the\nCompany shall be conclusively presumed to be done, or omitted to be done, by the\nExecutive in good faith and in the best interests of the Company. The cessation\nof employment of the Executive shall not be deemed to be for Cause unless and\nuntil there shall have been delivered to the Executive a copy of a resolution\nduly adopted by the affirmative vote of not less than three-quarters of the\nentire membership of the Board at a meeting of the Board called and held for\nsuch purpose (after reasonable notice is provided to the Executive and the\nExecutive is given an opportunity, together with counsel, to be heard before the\nBoard), finding that, in the good faith opinion of the Board, the Executive is\nguilty of the conduct described in subparagraph (i) or (ii) above, and\nspecifying the particulars thereof in detail.\n\n          (c) Good Reason. The Executive's employment may be terminated by the\nExecutive for Good Reason. For the sole and exclusive purposes of this\nAgreement, 'Good Reason' shall mean:\n\n               (i) the assignment to the Executive of any duties inconsistent in\nany respect with the Executive's position (including status, offices, titles and\nreporting requirements), authority, duties or responsibilities as contemplated\nby Section 4(a) of this Agreement, or any other action by the Company which\nresults in a diminution in such position, authority, duties or responsibilities,\nor in the compensation payable to the Executive, excluding for this purpose an\nisolated, insubstantial and inadvertent action not taken in bad faith and which\nis remedied by the Company promptly after receipt of notice thereof given by the\nExecutive;\n\n               (ii) any failure by the Company to comply with any of the\nprovisions of Section 4(b) of this Agreement, other than an isolated,\ninsubstantial and inadvertent failure not occurring in bad faith and which is\nremedied by the Company promptly after receipt of notice thereof given by the\nExecutive;\n\n               (iii) the Company's requiring the Executive to be based at any\noffice or location other than as provided in Section 4(a)(i)(B) hereof or the\n\n\n                                       11\n\nCompany's requiring the Executive to travel on Company business to a\nsubstantially greater extent than required immediately prior to the Effective\nDate;\n\n               (iv) any purported termination by the Company of the Executive's\nemployment otherwise than as expressly permitted by this Agreement; or\n\n               (v) any failure by the Company to comply with and satisfy Section\n11(c) of this Agreement.\n\nFor purposes of this Section 5(c), any good faith determination of 'Good Reason'\nmade by the Executive shall be conclusive. Anything in this Agreement to the\ncontrary notwithstanding, a termination by the Executive for any reason during\nthe 30-day period immediately following the first anniversary of the Effective\nDate shall be deemed to be a termination for Good Reason for all purposes of\nthis Agreement.\n\n          (d) Notice of Termination. Any termination by the Company for Cause,\nor by the Executive for Good Reason, shall be communicated by Notice of\nTermination to the other party hereto given in accordance with Section 12(b) of\nthis Agreement. For purposes of this Agreement, a 'Notice of Termination' means\na written notice which (i) indicates the specific termination provision in this\nAgreement relied upon, (ii) to the extent applicable, sets forth in reasonable\ndetail the facts and circumstances claimed to provide a basis for termination of\nthe Executive's employment under the provision so indicated and (iii) if the\nDate of Termination (as defined below) is other than the date of receipt of such\nnotice, specifies the termination date (which date shall be not more than thirty\ndays after the giving of such notice). The failure by the Executive or the\nCompany to set forth in the Notice of Termination any fact or circumstance which\ncontributes to a showing of Good Reason or Cause shall not waive any right of\nthe Executive or the Company, respectively, hereunder or preclude the Executive\nor the Company, respectively, from asserting such fact or circumstance in\nenforcing the Executive's or the Company's rights hereunder.\n\n          (e) Date of Termination. 'Date of Termination' means (i) if the\nExecutive's employment is terminated by the Company for Cause, or by the\nExecutive for Good Reason, the date of receipt of the Notice of Termination or\nany later date specified therein, as the case may be, (ii) if the Executive's\nemployment is terminated by the Company other than for Cause or Disability, the\nDate of Termination shall be the date on which the Company notifies the\nExecutive of such termination and (iii) if the Executive's employment is\nterminated by reason of death or Disability, the Date of Termination shall be\nthe date of death of the Executive or the Disability Effective Date, as the case\nmay be.\n\n      6. Obligations of the Company upon Termination. (a) Good Reason; Other\nThan for Cause, Death or Disability. If, during the Employment Period, the\nCompany shall terminate the Executive's employment other than for Cause or\nDisability or the Executive shall terminate employment for Good Reason:\n\n\n                                       12\n\n               (i) the Company shall pay to the Executive in a lump sum in cash\nwithin 30 days after the Date of Termination the aggregate of the following\namounts:\n\n                    A. the sum of (1) the Executive's Annual Base Salary through\nthe Date of Termination to the extent not theretofore paid, (2) the product of\n(x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or\npayable, including any bonus or portion thereof which has been earned but\ndeferred (and annualized for any fiscal year consisting of less than twelve full\nmonths or during which the Executive was employed for less than twelve full\nmonths), for the most recently completed fiscal year during the Employment\nPeriod, if any (such higher amount being referred to as the 'Highest Annual\nBonus') and (y) a fraction, the numerator of which is the number of days in the\ncurrent fiscal year through the Date of Termination, and the denominator of\nwhich is 365 and (3) any compensation previously deferred by the Executive\n(together with any accrued interest or earnings thereon) and any accrued\nvacation pay, in each case to the extent not theretofore paid (the sum of the\namounts described in clauses (1), (2), and (3) shall be hereinafter referred to\nas the 'Accrued Obligations'); and\n\n                    B. the amount equal to the product of (1) two and one-half\nand (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest\nAnnual Bonus and (3) a fraction, the numerator of which is the number of full\nmonths from the Date of Termination until the Executive's Normal Retirement Date\nbut which shall be no greater than thirty (30), and the denominator of which is\nthirty (30); and\n\n                    C. an amount equal to the difference between (a) the\nactuarial equivalent of the benefit (utilizing actuarial assumptions no less\nfavorable to the Executive than those in effect under the Retirement Plan\nimmediately prior to the Effective Date, except as specified below with respect\nto increases in base salary and annual bonus) under the Retirement Plan and any\nexcess or supplemental retirement plan in which the Executive participates\n(together, the 'SERP') which the Executive would receive if the Executive's\nemployment continued for two and one-half years after the Date of Termination\nassuming for this purpose that all accrued benefits are fully vested, and,\nassuming that (1) the Executive's base salary increased on an annualized basis\nduring the two and one-half year period by the amount required by Section\n4(b)(ii) (in the case of Section 4(b)(ii)(z) based on increases (excluding\npromotional increases) in base salary for the most recently completed fiscal\nyear prior to the Date of Termination) had the Executive remained employed, and\n(2) the Executive's annual bonus (annualized for any fiscal year consisting of\nless than twelve full months or during which the Executive was employed for less\nthan twelve full months) in each of the two and one-half years (on an annualized\nbasis) bears the same proportion to the Executive's base salary in such year or\nfraction thereof as it did for the last full year prior to the Date of\nTermination, and (b) the actuarial equivalent of the Executive's actual benefit\n(paid or payable), if any, under the Retirement Plan and the SERP as of the Date\nof Termination;\n\n\n                                       13\n\n               (ii) for two and one-half years after the Executive's Date of\nTermination, or such longer period as may be provided by Section 6(a)(iii) with\nrespect to the benefits covered thereby or by the terms of the appropriate plan,\nprogram, practice or policy, the Company shall continue benefits to the\nExecutive and\/or the Executive's family at least equal to those which would have\nbeen provided to them in accordance with the plans, programs, practices and\npolicies described in Section 4(b)(iv) and Section 4(b)(vi) of this Agreement if\nthe Executive's employment had not been terminated in accordance with the most\nfavorable plans, practices, programs or policies of the Company and its\naffiliated companies applicable generally to other peer executives and their\nfamilies during the 120-day period immediately preceding the Effective Date or,\nif more favorable to the Executive, as in effect generally at any time\nthereafter with respect to other peer executives of the Company and its\naffiliated companies and their families, provided, however, that if the\nExecutive becomes reemployed with another employer and is eligible to receive\nmedical or other welfare benefits under another employer provided plan, the\nmedical and other welfare benefits described herein shall be secondary to those\nprovided under such other plan during such applicable period of eligibility. For\npurposes of determining eligibility (but not the time of commencement of\nbenefits) of the Executive for retiree benefits pursuant to such plans,\npractices, programs and policies, the Executive shall be considered to have\nremained employed until two and one-half years after the Date of Termination and\nto have retired on the last day of such period;\n\n               (iii) if two and one-half years after the Executive's Date of\nTermination, the Executive would be at least 55 years old and eligible for\nretirement benefits (including, without limitation, early retirement benefits)\nunder the Retirement Plan (assuming continuous service with the Company during\nsuch two and one-half year period), the Company shall continue lifetime medical,\ndental and life insurance benefits (including supplemental benefits) to the\nExecutive and\/or the Executive's family at least equal to those that would have\nbeen provided to them in accordance with the plans, programs and policies\ndescribed in Section 4(b)(iv) of this Agreement (except the Company's business\ntravel accident plans) if the Executive's employment had not been terminated, if\nand as in effect at any time during the 120-day period immediately preceding the\nEffective Date with respect to other peer executives and their families or, if\nmore favorable to the Executive, as in effect at any time thereafter with\nrespect to other peer executives and their families; provided, however, that, in\nthe event that the Executive becomes reemployed with another employer, whether\nor not such employer is related to the Corporation or any of its affiliates, and\nis eligible to receive medical or other welfare benefits under any\nemployer-sponsored plan, the medical and other welfare benefits described herein\nshall be the secondary coverage for such applicable period of eligibility;\n\n               (iv) the Company shall, at its sole expense as incurred, provide\nthe Executive with outplacement services the scope and provider of which shall\nbe selected by the Executive in his sole discretion; and\n\n\n                                       14\n\n               (v) to the extent not theretofore paid or provided, the Company\nshall timely pay or provide to the Executive any other amounts or benefits\nrequired to be paid or provided or which the Executive is eligible to receive\nunder any plan, program, policy or practice or contract or agreement of the\nCompany and its affiliated companies, including, without limitation, any amounts\npayable pursuant to Section 4(b)(iii) (such other amounts and benefits shall be\nhereinafter referred to as the 'Other Benefits').\n\n          (b) Death. If the Executive's employment is terminated by reason of\nthe Executive's death during the Employment Period, this Agreement shall\nterminate without further obligations to the Executive's legal representatives\nunder this Agreement, other than for payment of Accrued Obligations, the timely\npayment or provision of Other Benefits, and the payment of any amounts payable\nto the Executive's beneficiary pursuant to Section 4(b)(iii)(B) hereof. Accrued\nObligations shall be paid to the Executive's estate or beneficiary, as\napplicable, in a lump sum in cash within 30 days of the Date of Termination.\nWith respect to the provision of Other Benefits, the term Other Benefits as\nutilized in this Section 6(b) shall include, without limitation, and the\nExecutive's estate and\/or beneficiaries shall be entitled to receive, benefits\nat least equal to the most favorable benefits provided by the Company and\naffiliated companies to the estates and beneficiaries of peer executives of the\nCompany and such affiliated companies under such plans, programs, practices and\npolicies relating to death benefits, if any, as in effect with respect to other\npeer executives and their beneficiaries at any time during the 120-day period\nimmediately preceding the Effective Date or, if more favorable to the\nExecutive's estate and\/or the Executive's beneficiaries, as in effect on the\ndate of the Executive's death with respect to other peer executives of the\nCompany and its affiliated companies and their beneficiaries.\n\n          (c) Disability. If the Executive's employment is terminated by reason\nof the Executive's Disability during the Employment Period, this Agreement shall\nterminate without further obligations to the Executive, other than for payment\nof Accrued Obligations, the timely payment or provision of Other Benefits, and\nthe payment of any amounts payable to the Executive or his beneficiary pursuant\nto Section 4(b)(iii)(B) hereof. Accrued Obligations shall be paid to the\nExecutive in a lump sum in cash within 30 days of the Date of Termination. With\nrespect to the provision of Other Benefits, the term Other Benefits as utilized\nin this Section 6(c) shall include, and the Executive shall be entitled after\nthe Disability Effective Date to receive, disability and other benefits at least\nequal to the most favorable of those generally provided by the Company and its\naffiliated companies to disabled executives and\/or their families in accordance\nwith such plans, programs, practices and policies relating to disability, if\nany, as in effect generally with respect to other peer executives and their\nfamilies at any time during the 120-day period immediately preceding the\nEffective Date or, if more favorable to the Executive and\/or the Executive's\nfamily, as in effect at any time thereafter generally with respect to other peer\nexecutives of the Company and its affiliated companies and their families.\n\n\n                                       15\n\n          (d) Cause; Other than for Good Reason. If the Executive's employment\nshall be terminated for Cause during the Employment Period, this Agreement shall\nterminate without further obligations to the Executive other than the obligation\nto pay to the Executive (x) his Annual Base Salary through the Date of\nTermination, (y) the amount of any compensation previously deferred by the\nExecutive, and (z) Other Benefits, in each case to the extent theretofore\nunpaid. If the Executive voluntarily terminates employment during the Employment\nPeriod, excluding a termination for Good Reason, this Agreement shall terminate\nwithout further obligations to the Executive, other than for Accrued Obligations\nand the timely payment or provision of Other Benefits. In such case, all Accrued\nObligations shall be paid to the Executive in a lump sum in cash within 30 days\nof the Date of Termination.\n\n      7. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or\nlimit the Executive's continuing or future participation in any plan, program,\npolicy or practice provided by the Company or any of its affiliated companies\nand for which the Executive may qualify, nor shall anything herein limit or\notherwise affect such rights as the Executive may have under any contract or\nagreement with the Company or any of its affiliated companies. Amounts which are\nvested benefits or which the Executive is otherwise entitled to receive under\nany plan, policy, practice or program of or any contract or agreement with the\nCompany or any of its affiliated companies at or subsequent to the Date of\nTermination shall be payable in accordance with such plan, policy, practice or\nprogram or contract or agreement except as explicitly modified by this\nAgreement.\n\n      8. Full Settlement. The Company's obligation to make the payments provided\nfor in this Agreement and otherwise to perform its obligations hereunder shall\nnot be affected by any set-off, counterclaim, recoupment, defense or other\nclaim, right or action which the Company may have against the Executive or\nothers. In 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 shall\nnot be reduced whether or not the Executive obtains other employment. The\nCompany agrees to pay as incurred, to the full extent permitted by law, all\nlegal fees and expenses which the Executive may reasonably incur as a result of\nany contest (regardless of the outcome thereof) by the Company, the Executive or\nothers of the validity or enforceability of, or liability under, any provision\nof this Agreement or any guarantee of performance thereof (including as a result\nof any contest by the Executive about the amount of any payment pursuant to this\nAgreement), plus in each case interest on any delayed payment at the applicable\nFederal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code\nof 1986, as amended (the 'Code').\n\n      9. Certain Additional Payments by the Company.\n\n          (a) Anything in this Agreement to the contrary notwithstanding, in the\nevent it shall be determined that any payment or distribution by the Company to\nor for the benefit of the Executive (whether paid or payable or distributed or\n\n\n                                       16\n\ndistributable pursuant to the terms of this Agreement or otherwise, but\ndetermined without regard to any additional payments required under this Section\n9) (a 'Payment') would be subject to the excise tax imposed by Section 4999 of\nthe Code or any interest or penalties are incurred by the Executive with respect\nto such excise tax (such excise tax, together with any such interest and\npenalties, are hereinafter collectively referred to as the 'Excise Tax'), then\nthe Executive shall be entitled to receive an additional payment (a 'Gross-Up\nPayment') in an amount such that after payment by the Executive of all taxes\n(including any interest or penalties imposed with respect to such taxes),\nincluding, without limitation, any income taxes (and any interest and penalties\nimposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment,\nthe Executive retains an amount of the Gross-Up Payment equal to the Excise Tax\nimposed upon the Payments.\n\n          (b) Subject to the provisions of Section 9(c), all determinations\nrequired to be made under this Section 9, including whether and when a Gross-Up\nPayment is required and the amount of such Gross-Up Payment and the assumptions\nto be utilized in arriving at such determination, shall be made by Coopers &amp; Lybrand or such other certified public accounting firm as may be designated by\nthe Executive (the 'Accounting Firm') which shall provide detailed supporting\ncalculations both to the Company and the Executive within 15 business days of\nthe receipt of notice from the Executive that there has been a Payment, or such\nearlier time as is requested by the Company. In the event that the Accounting\nFirm is serving as accountant or auditor for the individual, entity or group\neffecting the Change of Control, the Executive shall appoint another nationally\nrecognized accounting firm to make the determinations required hereunder (which\naccounting firm shall then be referred to as the Accounting Firm hereunder). All\nfees and expenses of the Accounting Firm shall be borne solely by the Company.\nAny Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by\nthe Company to the Executive within five days of the Accounting Firm's\ndetermination. If the Accounting Firm determines that no Excise Tax is payable\nby the Executive, it shall furnish the Executive with a written opinion that\nfailure to report the Excise Tax on the Executive's applicable federal income\ntax return would not result in the imposition of a negligence or similar\npenalty. Any determination by the Accounting Firm shall be binding upon the\nCompany and the Executive. As a result of the uncertainty in the application of\nSection 4999 of the Code at the time of the initial determination by the\nAccounting Firm hereunder, it is possible that Gross-Up Payments which will not\nhave been made by the Company should have been made ('Underpayment'), consistent\nwith the calculations required to be made hereunder. In the event that the\nCompany exhausts its remedies pursuant to Section 9(c) and the Executive\nthereafter is required to make a payment of any Excise Tax, the Accounting Firm\nshall determine the amount of the Underpayment that has occurred and any such\nUnderpayment shall be promptly paid by the Company to or for the benefit of the\nExecutive.\n\n          (c) The Executive shall notify the Company in writing of any claim by\nthe Internal Revenue Service that, if successful, would require the payment by\nthe Company of the Gross-Up Payment. Such notification shall be given as soon as\npracticable but no later than ten business days after the Executive is informed\nin \n\n\n                                       17\n\nwriting of such claim and shall apprise the Company of the nature of such claim\nand the date on which such claim is requested to be paid. The Executive shall\nnot pay such claim prior to the expiration of the 30-day period following the\ndate on which it gives such notice to the Company (or such shorter period ending\non the date that any payment of taxes with respect to such claim is due). If the\nCompany notifies the Executive in writing prior to the expiration of such period\nthat it desires to contest such claim, the Executive shall:\n\n               (i) give the Company any information reasonably requested by the\nCompany relating to such claim,\n\n               (ii) take such action in connection with contesting such claim as\nthe Company shall reasonably request in writing from time to time, including,\nwithout limitation, accepting legal representation with respect to such claim by\nan attorney reasonably selected by the Company,\n\n               (iii) cooperate with the Company in good faith in order\neffectively to contest such claim, and\n\n               (iv) permit the Company to participate in any proceedings\nrelating to such claim;\n\nprovided, however, that the Company shall bear and pay directly all costs and\nexpenses (including additional interest and penalties) incurred in connection\nwith such contest and shall indemnify and hold the Executive harmless, on an\nafter-tax basis, for any Excise Tax or income tax (including interest and\npenalties with respect thereto) imposed as a result of such representation and\npayment of costs and expenses. Without limitation on the foregoing provisions of\nthis Section 9(c), the Company shall control all proceedings taken in connection\nwith such contest and, at its sole option, may pursue or forgo any and all\nadministrative appeals, proceedings, hearings and conferences with the taxing\nauthority in respect of such claim and may, at its sole option, either direct\nthe Executive to pay the tax claimed and sue for a refund or contest the claim\nin any permissible manner, and the Executive agrees to prosecute such contest to\na determination before any administrative tribunal, in a court of initial\njurisdiction and in one or more appellate courts, as the Company shall\ndetermine; provided, however, that if the Company directs the Executive to pay\nsuch claim and sue for a refund, the Company shall advance the amount of such\npayment to the Executive, on an interest-free basis and shall indemnify and hold\nthe Executive harmless, on an after-tax basis, from any Excise Tax or income tax\n(including interest or penalties with respect thereto) imposed with respect to\nsuch advance or with respect to any imputed income with respect to such advance;\nand further provided that any extension of the statute of limitations relating\nto payment of taxes for the taxable year of the Executive with respect to which\nsuch contested amount is claimed to be due is limited solely to such contested\namount. Furthermore, the Company's control of the contest shall be limited to\nissues with respect to which a Gross-Up Payment would be payable hereunder and\nthe Executive shall be entitled to \n\n\n                                       18\n\nsettle or contest, as the case may be, any other issue raised by the Internal\nRevenue Service or any other taxing authority.\n\n          (d) If, after the receipt by the Executive of an amount advanced by\nthe Company pursuant to Section 9(c), the Executive becomes entitled to receive\nany refund with respect to such claim, the Executive shall (subject to the\nCompany's complying with the requirements of Section 9(c)) promptly pay to the\nCompany the amount of such refund (together with any interest paid or credited\nthereon after taxes applicable thereto). If, after the receipt by the Executive\nof an amount advanced by the Company pursuant to Section 9(c), a determination\nis made that the Executive shall not be entitled to any refund with respect to\nsuch claim and the Company does not notify the Executive in writing of its\nintent to contest such denial of refund prior to the expiration of 30 days after\nsuch determination, then such advance shall be forgiven and shall not be\nrequired to be repaid and the amount of such advance shall offset, to the extent\nthereof, the amount of Gross-Up Payment required to be paid.\n\n      10. Confidential Information. The Executive shall hold in a fiduciary\ncapacity for the benefit of the Company all secret or confidential information,\nknowledge or data relating to the Company or any of its affiliated companies,\nand their respective businesses, which shall have been obtained by the Executive\nduring the Executive's employment by the Company or any of its affiliated\ncompanies and which shall not be or become public knowledge (other than by acts\nby the Executive or representatives of the Executive in violation of this\nAgreement). After termination of the Executive's employment with the Company,\nthe Executive shall not, without the prior written consent of the Company or as\nmay otherwise be required by law or legal process, communicate or divulge any\nsuch information, knowledge or data to anyone other than the Company and those\ndesignated by it. In no event shall an asserted violation of the provisions of\nthis Section 10 constitute a basis for deferring or withholding any amounts\notherwise payable to the Executive under this Agreement.\n\n      11. Successors. (a) This Agreement is personal to the Executive and\nwithout the prior written consent of the Company shall not be assignable by the\nExecutive otherwise than by will or the laws of descent and distribution. This\nAgreement shall inure to the benefit of and be enforceable by the Executive's\nlegal representatives.\n\n          (b) This Agreement shall inure to the benefit of and be binding upon\nthe Company and its successors and assigns.\n\n          (c) The Company will require any successor (whether direct or\nindirect, by purchase, merger, consolidation or otherwise) to all or\nsubstantially all of the business and\/or assets of the Company to assume\nexpressly and agree to perform this Agreement in the same manner and to the same\nextent that the Company would be required to perform it if no such succession\nhad taken place. As used in this Agreement, 'Company' shall mean the Company as\nhereinbefore defined and any \n\n\n                                       19\n\nsuccessor to its business and\/or assets as aforesaid which assumes and agrees to\nperform this Agreement by operation of law, or otherwise.\n\n      12. Miscellaneous. (a) This Agreement shall be governed by and construed\nin accordance with the laws of the Commonwealth of Virginia, without reference\nto principles of conflict of laws. The captions of this Agreement are not part\nof the provisions hereof and shall have no force or effect. This Agreement may\nnot be amended or modified otherwise than by a written agreement executed by the\nparties hereto or their respective successors and legal representatives.\n\n          (b) All notices and other communications hereunder shall be in writing\nand shall be given by hand delivery to the other party or by registered or\ncertified mail, return receipt requested, postage prepaid, addressed as follows:\n\n          If to the Executive:\n\n          Murray H. Bring\n          [Address Intentionally Omitted]\n\n          If to the Company:\n\n          Philip Morris Companies Inc.\n          120 Park Avenue\n          New York, N.Y. 10017\n\n          Attention: Corporate Secretary\n\nor to such other address as either party shall have furnished to the other in\nwriting in accordance herewith. Notice and communications shall be effective\nwhen actually received by the addressee.\n\n          (c) The invalidity or unenforceability of any provision of this\nAgreement shall not affect the validity or enforceability of any other provision\nof this Agreement.\n\n          (d) The Company may withhold from any amounts payable under this\nAgreement such Federal, state, local or foreign taxes as shall be required to be\nwithheld pursuant to any applicable law or regulation.\n\n          (e) The Executive's or the Company's failure to insist upon strict\ncompliance with any provision hereof or any other provision of this Agreement or\nthe failure to assert any right the Executive or the Company may have hereunder,\nincluding, without limitation, the right of the Executive to terminate\nemployment for Good Reason pursuant to Section 5(c)(i)-(v) of this Agreement,\nshall not be deemed \n\n\n                                       20\n\nto be a waiver of such provision or right or any other provision or right of\nthis Agreement.\n\n          (f) The Executive and the Company acknowledge that, except as may\notherwise be provided under any other written agreement between the Executive\nand the Company, the employment of the Executive by the Company is 'at will'\nand, prior to the Effective Date, may be terminated by either the Executive or\nthe Company at any time. Moreover, if prior to the Effective Date, (i) the\nExecutive's employment with the Company terminates or (ii) the Executive ceases\nto be Vice Chairman, External Affairs and General Counsel of Philip Morris\nCompanies Inc., except, in each case in connection with a Potential Change of\nControl then the Executive shall have no further rights under this Agreement\nexcept for those rights provided under Section 4(b)(iii)(B) of this Agreement.\n\n          (g) This Agreement is supplemental to the employment agreement between\nthe Executive and the Company dated October 12, 1987, which was amended by a\nletter agreement dated October 5, 1993, and shall not be construed to reduce or\notherwise limit any rights or benefits to which the Executive is or may become\nentitled under such prior 1987 agreement or the 1993 amendment thereto. From and\nafter the Effective Date this Agreement shall supersede any other agreement\nbetween the parties with respect to the subject matter hereof; provided,\nhowever, that in no event (whether before or after the Effective Date) shall\nthis Agreement be construed to provide rights or benefits less favorable to the\nExecutive than those accorded under the prior 1987 agreement or the 1993\namendment thereto.\n\n          IN WITNESS WHEREOF, the Executive has hereunto set the Executive's\nhand and, pursuant to the authorization from its Board of Directors, the Company\nhas caused these presents to be executed in its name on its behalf, all as of\nthe day and year first above written.\n\n\n                                                   \/s\/ MURRAY H. BRING\n                                                ------------------------------\n                                                       MURRAY H. BRING\n\n                                                PHILIP MORRIS COMPANIES INC.\n\n\n                                                By \/s\/ Timothy A. Sompolski\n                                                   ---------------------------\n\n\n                                       21\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8510],"corporate_contracts_industries":[9424],"corporate_contracts_types":[9539,9544],"class_list":["post-39381","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-philip-morris-cos-inc","corporate_contracts_industries-food__diversified","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39381","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=39381"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39381"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39381"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39381"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}