EXHIBIT 10.20
CHANGE IN CONTROL SEVERANCE AGREEMENT
AGREEMENT made as of November 22, 2000 between Polaroid
Corporation ("Polaroid" or "Company") and XXX X. XXXXXX (the "Executive").
Executive is a skilled and dedicated employee who has
important management responsibilities and talents which benefit Polaroid.
Polaroid believes that its best interests will be served if Executive is
encouraged to remain with Polaroid. Polaroid has determined that Executive's
ability to perform Executive's responsibilities and utilize Executive's talents
for the benefit of Polaroid, and Polaroid's ability to retain Executive as an
employee, will be significantly enhanced if Executive is provided with fair and
reasonable protection from the risks of a change in ownership or control of
Polaroid. Accordingly, Polaroid and Executive agree as follows:
1. DEFINED TERMS.
(a) "ANNUAL BONUS" shall mean the Executive's annual bonus paid
pursuant to the Company's annual bonus plan in effect at the
time (currently the Polaroid Incentive Plan for Executives).
Unless otherwise specifically provided, the Annual Bonus shall
be calculated assuming the Corporate target is reached and no
additional factors are considered to decrease the Executive's
award under the Plan.
(b) "ACQUIRING PERSON" shall mean any Person who or which, together
with all Affiliates and Associates of such Person, is the
Beneficial Owner of 20% or more of the Stock then outstanding,
but does not include any Subsidiary of the Company, any employee
benefit plan of the Company or of any of its Subsidiaries or any
Person holding Stock for or pursuant to the terms of any such
employee benefit plan.
(c) "AFFILIATE" and "ASSOCIATE" when used with reference to any
Person, shall have the meaning given to such terms in Rule 12b-2
of the General Rules and Regulations under the Exchange Act.
(d) "BASE SALARY" shall mean the annual rate of base salary
(disregarding any reduction in such rate that constitutes
Constructive Termination) as increased by the Board from time to
time.
(e) "BENEFICIAL OWNER" shall be a Person deemed to "beneficially
own," any securities:
(i) which such Person or any of such Person's Affiliates or
Associates beneficially owns, directly or indirectly; or
(ii) which such Person or any of such Person's Affiliates or
Associates has:
(A) the right to acquire (whether such right is
exercisable immediately or only after the passage
of time) pursuant to any agreement, arrangement or
understanding (written or oral), or upon the
exercise of conversion rights, exchange rights,
warrants or options, or otherwise; provided,
however, that a Person shall not be deemed the
Beneficial Owner of, or to beneficially own,
securities tendered pursuant to a tender or
exchange offer made by or on behalf of such Person
or any of such Person's Affiliates or Associates
until such tendered securities are accepted for
purchase or exchange thereunder; or
(B) the right to vote pursuant to any agreement,
arrangement or understanding (written or oral);
provided however, that a Person shall not be deemed
the Beneficial Owner of, or to beneficially own,
any security if the agreement, arrangement or
understanding (written or oral) to vote such
security (1) arises solely from a revocable proxy
given to such Person in response to a public proxy
or consent solicitation made pursuant to, and in
accordance with, the applicable rules and
regulations under the Exchange Act, and (2) is not
also then reportable on Schedule 13D (or any
comparable or successor report) under the Exchange
Act; or,
(C) which are beneficially owned, directly or
indirectly, by any Person with which such Person or
any of such Person's Affiliates or Associates has
any agreement, arrangement or understanding
(written or
oral), for the purpose of acquiring, holding,
voting (except pursuant to a revocable proxy as
described above) or disposing of any securities of
the Company.
(f) "BOARD" shall mean the Board of Directors of the Company.
(g) "BONUS" means the amount payable to the Executive under any
plan, or agreement offered by Polaroid.
(h) "CAUSE" means either of the following:
(i) Executive's willful malfeasance having a material
adverse effect on Polaroid; or
(ii) Executive's conviction of a felony;
PROVIDED, that any action or refusal by Executive shall not
constitute Cause if, in good faith, Executive believed such
action or refusal to be in, or not opposed to, the best
interests of Polaroid, or if Executive shall be entitled, under
applicable law or under an applicable Polaroid Certificate of
Incorporation or the Polaroid By-Laws, as they may be amended or
restated from time to time, to be indemnified with respect to
such action or refusal.
(i) "CHANGE IN CONTROL" shall mean:
(i) the date on which a change in control of the Company
occurs of a nature that would be required to be reported
(assuming that the Company's Stock was registered under
the Exchange Act) in response to an item (currently item
6(e)) of Schedule 14A of Regulation 14A promulgated
under the Exchange Act or an item (currently Item l(a))
of Form 8-K under the Exchange Act;
(ii) the date on which there is an Acquiring Person and a
change in the composition of the Board of the Company
within two years after the Share Acquisition Date such
that the individuals who constitute the Board prior to
the Share Acquisition Date shall cease for any reason to
constitute at least a majority of the Board;
(iii) any day on or after the Share Acquisition Date when
directly or indirectly, any of the
transactions specified in the following clauses occurs:
(A) the Company shall consolidate with, or merge with
and into, any other Person;
(B) any Person shall merge with and into the Company;
or
(C) the Company shall sell, lease, exchange or
otherwise transfer or dispose of (or one or more of
its Subsidiaries shall sell, lease, exchange or
otherwise transfer or dispose of), in one or more
transactions, the major part of the assets of the
Company and its Subsidiaries (taken as a whole) to
any other Person or Persons;
(iv) the date when a Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of
the Company or any of its Subsidiaries or any Person
holding Stock for or pursuant to the terms of any such
employee benefit plan) alone or together with all
Affiliates and Associates of such Person, becomes the
Beneficial Owner of 30% or more of the Stock then
outstanding;
(v) the date on which the stockholders of the Company
approve a merger or consolidation of the Company with
any other corporation other than:
(A) a merger or consolidation which would result in
voting securities of the Company outstanding
immediately prior thereto continuing to represent
(either by remaining outstanding or by being
converted into voting securities of the surviving
or parent entity) 50% or more of the combined
voting power of the voting securities of the
Company or such surviving or parent entity
outstanding immediately after such merger or
consolidation, or
(B) a merger or consolidation effected to implement a
recapitalization of the Company (or similar
transaction) in which no Person acquires 50% or
more of the
combined voting power of the Company's then
outstanding securities; or
(vi) the date stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement for
the sale or disposition by the Company of all or
substantially all of the Company's assets (or any
transaction having a similar effect).
(j) "CODE" means the Internal Revenue Code of 1986, as amended.
(k) "CONFIDENTIAL INFORMATION" means non-public information relating
to the business plans, marketing plans, customers or employees
of Polaroid other than information the disclosure of which
cannot reasonably be expected to adversely affect the business
of Polaroid.
(l) "CONSTRUCTIVE TERMINATION" shall occur when the Executive
voluntarily terminates his employment with the Company or
retires after the occurrence of one or more of the following
events on or after the Change in Control:
(i) a reduction in Base Salary from the amount of Base
Salary on the day immediately preceding the Change in
Control;
(ii) the elimination of or reduction of any benefit under any
bonus, incentive or other employee benefit plan in
effect on the day immediately preceding the Change in
Control, without an economically equivalent replacement,
if Executive was a participant or member of such plan on
the day immediately preceding the Change in Control;
(iii) the discontinuation of or any reduction in Executive's
participation or membership in any bonus, incentive or
other benefit plan in which Executive was a participant
or member on the day immediately preceding the Change in
Control, without an economically equivalent replacement;
(iv) the reassignment of Executive without Executive's
consent from Executive's regular shift or regular duties
as they existed on the
day immediately preceding the Change in Control;
(v) the reassignment of Executive without Executive's
consent to a location more than thirty (30) miles from
Executive's regular workplace on the day immediately
preceding the Change in Control;
(vi) the reduction in Executive's job title or level in
effect on the day immediately preceding the Change in
Control;
(vii) the provision of significantly less favorable working
conditions than those provided on the day immediately
preceding the Change in Control; or
(viii) a significant diminution in duties or responsibilities
or the reassignment of Executive to duties which
represent a position of lesser responsibility than
Executive's duties as they existed on the day
immediately preceding the Change in Control.
(m) "DISABILITY" shall mean the Executive's disability within the
meaning of the Polaroid Long Term Disability Plan.
(n) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
as in effect on the date in question.
(o) "PERSON" shall mean an individual, corporation, partnership,
joint venture, association, trust, unincorporated organization
or other entity.
(p) "SHARE ACQUISITION DATE" shall mean the first date any Person
shall become an Acquiring Person.
(q) "STOCK" shall mean the outstanding shares of Common Stock of the
Company and, for purposes of the Change in Control provision,
any other shares of capital stock of the Company into which the
Common Stock shall be reclassified or changed.
(r) "SUBSIDIARY" of the Company shall mean any corporation of which
the Company owns, directly or indirectly, more than 50% of the
Voting Stock.
(s) "TERMINATED" shall mean:
(i) termination by Polaroid without Cause at any time within
the two (2) years following a Change in Control;
(ii) Executive's termination due to a Constructive
Termination at any time within the two (2) years
following a Change in Control; or
(iii) termination within three (3) months prior to a Change of
Control at the request of any individual or entity
acquiring ownership and control of Polaroid. If
Executive's employment with Polaroid is terminated prior
to a Change in Control at the request of Acquiring
Person, this Agreement shall become effective upon the
subsequent occurrence of a Change in Control involving
such Acquiring Person. In such situation the Executive's
Termination Date shall be deemed to have occurred
immediately following the Change in Control, and
therefore Executive shall be entitled to the benefits
provided in this Agreement.
(t) "TERMINATION DATE" shall mean the date on which Executive is
terminated.
(u) "VOTING STOCK" shall mean capital stock of any class or classes
having general voting power under ordinary circumstances, in the
absence of contingencies, to elect the directors of a
corporation.
2. EFFECTIVE DATE; TERM. This Agreement shall be effective immediately
prior to a Change in Control (the "Effective Date") and shall remain in
effect for two (2) years following such Change in Control, and such
additional time as may be necessary to give effect to the terms of the
Agreement.
3. CHANGE IN CONTROL BENEFITS. If Executive's employment with Polaroid is
Terminated, Executive shall be entitled to the following benefits:
(a) SEVERANCE BENEFITS. Within ten (10) business days after the
Termination Date, Polaroid shall pay Executive a lump sum
amount, in cash, equal to the greater of the severance benefit
Executive would otherwise be entitled to receive under the
Extended Severance Plan or:
(i) two (2) times the sum of:
(A) Executive's Base Salary; and
(B) Executive's Annual Bonus; and
(ii) Executive's Annual Bonus multiplied by a fraction, the
numerator of which shall equal the number of days
Executive was employed by Polaroid in the calendar year
in which the Termination Date occurs and the denominator
of which shall equal 365.
(b) CONTINUED WELFARE BENEFITS. Until the second anniversary of the
Termination Date, Executive shall be entitled to participate in
the Company's medical, dental, and life insurance plans, at the
highest level provided to Executive during the period beginning
immediately prior to the Change in Control and ending on the
Termination Date and at no greater cost than the cost Executive
was paying immediately prior to Change in Control; PROVIDED,
HOWEVER, that if Executive becomes employed by a new employer,
Executive's coverage under the applicable Polaroid plans shall
continue, but Executive's coverage thereunder shall be secondary
to (i.e., reduced by) any benefits provided under like plans of
such new employer.
(c) PAYMENT OF ACCRUED BUT UNPAID AMOUNTS. Within ten (10) business
days after the Termination Date, Polaroid shall pay Executive:
(i) earned but unpaid compensation, including, without
limitation, any unpaid portion of Executive's Bonus
accrued with respect to the full calendar year ended
prior to the Termination Date; and
(ii) all compensation previously deferred by Executive on a
non-qualified basis but not yet paid.
(d) RETIREE-MEDICAL BENEFITS. If Executive is or would become
fifty-five (55) or older and Executive's age and service equal
sixty-five (65) and Executive has at least five (5) years of
service with the Company within two (2) years of Change in
Control, Executive is eligible for retiree medical benefits (as
such are determined immediately prior to Change in Control).
Executive is eligible to commence receiving such retiree medical
benefits based on the terms and
conditions of the applicable plans in effect immediately prior
to the Change in Control.
(e) SUPPLEMENTAL RETIREMENT AND PROFIT SHARING BENEFITS.
(i) On the Termination Date, Executive shall become vested
in the benefits provided under Polaroid's non-qualified
defined benefit pension plans or any successor plans
(the "Supplemental Plans").
(ii) Within ten (10) business days after the Termination
Date, Polaroid shall pay Executive a lump sum cash
amount equal to the present value of Executive's accrued
benefit under the Supplemental Plans. For purposes of
computing the lump sum present value of Executive's
accrued benefit under the Supplemental Plans,
(A) Polaroid shall credit Executive with two (2) years
of plan participation and service and two (2) years
of age for all purposes (including additional
accruals and eligibility for early retirement) over
Executive's actual years and fractional years of
plan participation and service and age credited to
Executive on the Termination Date; and
(B) Polaroid shall apply the present value (and any
other actuarial adjustments required by this
Agreement) using the applicable actuarial
assumptions set forth in the Pension Plan. In
determining Executive's benefits under this
paragraph (e)(B), the terms of the Supplemental
Plans as in effect immediately prior to the Change
in Control, except as expressly modified in this
paragraph (e), shall govern.
(f) EFFECT ON EXISTING PLANS. All Change in Control provisions
applicable to Executive and contained in any plan, program,
agreement or arrangement maintained as of the date this
Agreement is signed (including, but not limited to, any stock
option, restricted stock or pension plan) shall remain in effect
through the date of a Change in Control, and for such period
thereafter as is necessary to carry out such provisions and
provide the benefits payable thereunder, and may not be
altered in a manner which adversely affects Executive without
Executive's prior written approval. This means that all awards
of options, performance shares or such other awards as may be
granted shall upon Change in Control be fully vested consistent
with the terms of these Agreements. Notwithstanding the
foregoing, no benefits shall be paid to Executive, however,
under the Polaroid Extended Severance Plan or any other
severance plan maintained generally for the employees of
Polaroid if Executive is eligible to receive severance benefits
under this Agreement.
(g) OUTPLACEMENT COUNSELING. Outplacement services will be provided
consistent with Polaroid's outplacement practices in effect
prior to the Change in Control..
4. MITIGATION. Executive shall not be required to mitigate damages or the
amount of any payment provided for under this Agreement by seeking
other employment or otherwise, and compensation earned from such
employment or otherwise shall not reduce the amounts otherwise payable
under this Agreement. No amounts payable under this Agreement shall be
subject to reduction or offset in respect of any claims which Polaroid
(or any other person or entity) may have against Executive unless
specifically referenced herein.
5. GROSS-UP.
(a) In the event it shall be determined that any payment, benefit or
distribution (or combination thereof) by Polaroid, or one or
more trusts established by Polaroid for the benefit of its
employees, to or for the benefit of Executive (whether paid or
payable or distributed or distributable pursuant to the terms of
this Agreement, or otherwise) (a "Payment") would be subject to
the excise tax imposed by Section 4999 of the Code or any
interest or penalties are incurred by Executive with respect to
such excise tax (such excise tax, together with any such
interest and penalties, hereinafter collectively referred to as
the "Excise Tax"), Executive shall be entitled to receive an
additional payment (a "Gross-Up Payment") in an amount such that
after payment by Executive of all taxes (including any interest
or penalties imposed with respect to such taxes), including,
without limitation, any income taxes (and any interest and
penalties imposed with respect thereto) and the Excise Tax
imposed upon the Gross-Up Payment, Executive retains an amount
of the Gross-Up Payment equal to the Excise Tax imposed upon the
Payments.
(b) Subject to the provisions of Section 5(c), all determinations
required to be made under this Section 5, including whether and
when a Gross-Up Payment is required and the amount of such
Gross-Up Payment and the assumptions to be utilized in arriving
at such determination, shall be made by a nationally recognized
certified public accounting firm as may be designated by
Executive (the "Accounting Firm") which shall provide detailed
supporting calculations both to Polaroid and Executive within
fifteen (15) business days of the receipt of notice from
Executive that there has been a Payment, or such earlier time as
is requested by Polaroid. In the event that the Accounting Firm
is serving as accountant or auditor for an individual, entity or
group effecting the change in ownership or effective control
(within the meaning of Section 280G of the Code), Executive
shall appoint another nationally recognized accounting firm to
make the determinations required hereunder (which accounting
firm shall then be referred to as the Accounting Firm
hereunder). All fees and expenses of the Accounting Firm shall
be borne solely by Polaroid. Any Gross-Up Payment, as determined
pursuant to this Section 5, shall be paid by Polaroid to
Executive within five (5) business days after the receipt of the
Accounting Firm's determination. If the Accounting Firm
determines that no Excise Tax is payable by Executive, it shall
so indicate to Executive in writing. Any determination by the
Accounting Firm shall be binding upon Polaroid and Executive. As
a result of the uncertainty in the application of Section 4999
of the Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Gross-Up Payments
which will not have been made by Polaroid should have been made
("Underpayment"), consistent with the calculations required to
be made hereunder. In the event that Polaroid exhausts its
remedies pursuant to Section 5(c) and Executive thereafter is
required to make a payment of any Excise Tax, the Accounting
Firm shall determine the amount of the Underpayment that has
occurred and any such Underpayment shall be promptly paid by
Polaroid to or for the benefit of Executive.
(c) The Executive shall notify the Company in writing of any written
claim by the Internal Revenue Service that, if successful, would
require the payment by the Company of the Gross-Up Payment. Such
notification shall be given as soon as practicable but no later
than ten (10) business days after the Executive is informed in
writing of such claim and shall apprise the Company of
the nature of such claim and the date on which such claim is
requested to be paid (but the Executive's failure to comply with
this notice obligation shall not eliminate his rights under this
Section except to the extent Polaroid's defense against the
imposition of the Excise Tax is actually prejudiced by any such
failure). The Executive shall not pay such claim prior to the
expiration of the thirty (30) day period following the date on
which he gives such notice to the Company (or such shorter
period ending on the date that any payment of taxes with respect
to such claim is due). If the Company notifies the Executive in
writing prior to the expiration of such period that it desires
to contest such claim, the Executive shall:
(i) give Polaroid any information reasonably requested by
Polaroid relating to such claim;
(ii) take such action in connection with contesting such
claim as Polaroid shall reasonably request in writing
from time to time, including, without limitation,
accepting legal representation with respect to such
claim by an attorney reasonably selected by Polaroid;
(iii) cooperate with Polaroid in good faith in order to
effectively contest such claim; and
(iv) permit Polaroid to participate in any proceedings
relating to such claim;
PROVIDED, HOWEVER, that Polaroid shall bear and pay directly all
costs and expenses (including additional interest and penalties)
incurred in connection with such contest and shall indemnify and
hold Executive harmless, on an after-tax basis, for any Excise
Tax or income tax (including interest and penalties with respect
thereto) imposed as a result of such representation and payment
of costs and expenses. Without limitation on the foregoing
provisions of this Section 5(c), Polaroid shall control all
proceedings taken in connection with such contest and, at its
sole option, may pursue or forego any and all administrative
appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option,
either direct Executive to pay the tax claimed and xxx for a
refund or contest the claim in any permissible manner, and
Executive agrees to prosecute such contest to a determination
before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as Polaroid
shall determine; PROVIDED, HOWEVER, that if Polaroid directs
Executive to pay such claim and xxx for a refund, Polaroid shall
advance the amount of such payment to Executive, on an
interest-free basis, and shall indemnify and hold Executive
harmless, on an after-tax basis, from any Excise Tax or income
tax (including interest or penalties with respect thereto)
imposed with respect to such advance or with respect to any
imputed income with respect to such advance; and PROVIDED,
FURTHER, that if Executive is required to extend the statute of
limitations to enable Polaroid to contest such claim, Executive
may limit this extension solely to such contested amount.
Polaroid's control of the contest shall be limited to issues
with respect to which a Gross-Up Payment would be payable
hereunder and Executive shall be entitled to settle or contest,
as the case may be, any other issue raised by the Internal
Revenue Service or any other taxing authority.
(d) If, after the receipt by Executive of an amount advanced by
Polaroid pursuant to Section 5(c), Executive receives any refund
with respect to such claim, Executive shall (subject to
Polaroid's complying with the requirements of Section 5(c))
promptly pay to Polaroid the amount of such refund (together
with any interest paid or credited thereon after taxes
applicable thereto). If, after the receipt by Executive of an
amount advanced by Polaroid pursuant to Section 5(c), a
determination is made that Executive shall not be entitled to
any refund with respect to such claim and Polaroid does not
notify Executive in writing of its intent to contest such denial
of refund prior to the expiration of thirty (30) days after such
determination, then such advance shall be forgiven and shall not
be required to be repaid and the amount of such advance shall
offset, to the extent thereof, the amount of Gross-Up Payment
required to be paid.
6. TERMINATION FOR CAUSE. Nothing in this Agreement shall be construed to
prevent Polaroid from terminating Executive's employment for Cause. If
Executive is terminated for Cause, Polaroid shall have no obligation to
make any payments under this Agreement, except for payments that may
otherwise be payable under then existing employee benefit plans,
programs and arrangements of Polaroid.
7. INDEMNIFICATION; DIRECTOR'S AND OFFICER'S LIABILITY INSURANCE.
Executive shall, after the Termination Date, retain all rights to
indemnification under applicable law or
under Polaroid Certificate of Incorporation or the Polaroid By-Laws, as
they may be amended or restated from time to time. In addition,
Polaroid shall maintain Director's and Officer's liability insurance on
behalf of Executive at the better of the level in effect immediately
prior to the Change in Control or the Executive's Termination Date, for
the two (2) year period following the Termination Date, and throughout
the period of any applicable statute of limitations.
8. CONFIDENTIALITY. Without the prior written consent of the Company,
except to the extent required by an order of a court having competent
jurisdiction or under subpoena from an appropriate government agency,
the Executive shall comply with the Confidentiality Agreement he
executed when hired, and shall not disclose any trade secrets, customer
lists, drawings, designs, information regarding product development,
marketing plans, sales plans, manufacturing plans, management
organization information (including data and other information relating
to members of the Board and management), operating policies or manuals,
business plans, financial records or other financial, commercial,
business or technical information relating to the Company or any of its
subsidiaries or information designated as confidential or proprietary
that the Company or any of its Subsidiaries may receive belonging to
suppliers, customers or others who do business with the Company or any
of its subsidiaries (collectively, "Confidential Information") to any
third person unless such Confidential Information has been previously
disclosed to the public by the Company or is in the public domain
(other than by reason of Executive's breach of this Section 8).
9. DISPUTES. Any dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration in
Boston, Massachusetts or, at the option of Executive, in the county
where Executive then resides, in accordance with the Rules of the
American Arbitration Association then in effect. Judgment may be
entered on an arbitrator's award relating to this Agreement in any
court having jurisdiction.
10. COSTS OF PROCEEDINGS. Polaroid shall pay all costs and expenses,
including attorneys' fees and disbursements, at least monthly, of
Executive in connection with any legal proceeding (including
arbitration), whether or not instituted by Polaroid or Executive,
relating to the interpretation or enforcement of any provision of this
Agreement, except that if Executive instituted the proceeding and the
judge, arbitrator or other individual
presiding over the proceeding affirmatively finds that Executive
instituted the proceeding in bad faith, Executive shall pay all costs
and expenses, including attorneys' fees and disbursements, of
Executive. Polaroid shall pay pre-judgment interest on any money
judgment obtained by Executive as a result of such a proceeding,
calculated at the prime rate of The Chase Manhattan Bank (or its
successors), as in effect from time to time, from the date that payment
should have been made to Executive under this Agreement.
11. ASSIGNMENT. Except as otherwise provided herein, this Agreement shall
be binding upon, inure to the benefit of and be enforceable by Polaroid
and Executive and their respective heirs, legal representatives,
successors and assigns. If Polaroid shall be merged into or
consolidated with another entity, the provisions of this Agreement
shall be binding upon and inure to the benefit of the entity surviving
such merger or resulting from such consolidation. Polaroid will require
any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business
or assets of Polaroid, by agreement in form and substance satisfactory
to Executive, to expressly assume and agree to perform this Agreement
in the same manner and to the same extent that Polaroid would be
required to perform it if no such succession had taken place. The
provisions of this Section 11 shall continue to apply to each
subsequent employer of Executive hereunder in the event of any
subsequent merger, consolidation or transfer of assets of such
subsequent employer.
12. PAYMENTS IN EVENT OF DEATH. Should the Executive become eligible to
receive payments and benefits under this Agreement and die prior to
receipt of all such payments and benefits, the residual payments shall
be made to the beneficiaries identified on the Executive's beneficiary
form for the Executive Deferral Compensation Plan. Any residual family
medical and dental benefits which the Executive was receiving on the
Executive's date of death shall continue to the family members the
Executive had covered in such medical and dental plans on such date.
13. WITHHOLDING. Polaroid may, to the extent required by law, withhold
applicable federal, state and local income and other taxes from any
payments due to Executive hereunder.
14. APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of
Massachusetts applicable to contracts made and to be performed therein.
15. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties and, except as expressly provided herein,
supersedes all other prior agreements concerning the effect of a Change
in Control on the relationship between Polaroid and Executive. This
Agreement may be changed only by a written agreement executed by
Polaroid and Executive.
IN WITNESS WHEREOF, the parties have executed this Agreement
on the 22nd day of November, 2000.
POLAROID CORPORATION
By /s/ XXXX X. XXXXXXXXX
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Xxxx X. XxXxxxxxx
/s/ XXX X. XXXXXX
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Xxx X. Xxxxxx
Executive
