CHIEF EXECUTIVE OFFICER CHANGE IN CONTROL AGREEMENT

Exhibit 10.14

CHIEF EXECUTIVE OFFICER
CHANGE IN CONTROL AGREEMENT

     THIS AGREEMENT is entered into this ___ day of ___, 2005 by and between XXXXXXX DENVER, INC., a Delaware corporation (the “Company”), and Xxxx X. Xxxxxxxx (the “Executive”).

     WHEREAS, the Company’s Board of Directors (the “Board”) has determined that it is in the best interests of the Company and its stockholders to ensure that the Company and its affiliates will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a termination of the Executive’s employment in certain circumstances, including following a Change in Control as defined herein. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened termination of the Executive’s employment in such circumstances and to provide the Executive with compensation and benefits arrangements upon such a termination which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations who may seek to employ the Executive.

     NOW, THEREFORE, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement with the Executive, and it is hereby agreed as follows:

1. Definitions. For purposes of this Agreement, the following terms will have the following meanings unless otherwise expressly provided in this Agreement:

	(a)		Beneficiary. “Beneficiary” means any individual, trust or other entity named by the Executive to receive the severance payments and benefits payable hereunder, if any, in the event of the death of the Executive. Executive may designate a Beneficiary to receive such payments and benefits by completing a form provided by the Company and delivering it to the Company’s Vice President General Counsel & Secretary. Executive may change his or her designated Beneficiary at any time (without the consent of any prior Beneficiary) by completing and delivering to the Company a new beneficiary designation form. If a Beneficiary has not been designated by the Executive, or if no designated Beneficiary survives the Executive, then the payment and benefits provided under this Agreement, if any, will be paid to the Executive’s estate, which shall be deemed to be Executive’s Beneficiary.
	(b)		Board. “Board” means the Board of Directors of the Company.
	(c)		Cause. “Cause” means:

(i) the Executive’s willful and continued failure to substantially perform the Executive’s duties with the Company or its affiliates (other than any such failure resulting from the Executive’s incapacity due to physical or mental

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illness), after a written demand for substantial performance is delivered to the Executive by the Company which specifically identifies the manner in which the company believes that the Executive has not substantially performed his or her duties;

	(ii)		the final conviction of the Executive of, or an entering of a guilty plea or a plea of no contest by the Executive, to a felony; or
	(iii)		the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.
			For purposes of this definition, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without a reasonable belief that the action or omission was in the best interests of the Company or its affiliates. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board, the instructions of a more senior officer of the Company or the advice of counsel to the Company or its affiliates will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company and its affiliates.

(d) Change in Control. A “Change in Control” means the occurrence of any one of the following events:

	(i)		any “person” (as defined in Sections 13(d) and 14(d) of U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, or any corporation owned, directly or indirectly, by the stockholders of the company in substantially the same proportions as their ownership of stock of the Company, acquires “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act) of securities representing 20% of the combined voting power of the Company; or
	(ii)		during any period of not more than two consecutive years, individuals who, at the beginning of such period, constitute the Board and any new directors (other than any director designated by a person who has entered into an agreement with the Company to effect a transaction described in subsections 1(d)(i), 1(d)(iii), or 1(d)(iv) of this Agreement) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; or

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	(iii)		the stockholders of the Company approve and the Company consummates a merger other than (A) a merger that would result in the 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 entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company and any Subsidiary, at least 50% of the combined voting power of all classes of stock of the Company or such surviving entity outstanding immediately after such merger or (B) a merger effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Company’s then outstanding securities; or
	(iv)		the stockholders of the Company approve and the Company consummates a plan of complete liquidation or dissolution of the Company, or a sale of all or substantially all of the assets of the Company.

	(e)		Date of Termination means the date specified in a Notice of Termination pursuant to paragraph 3 hereof, or the Executive’s last date as an active employee of the Company and its affiliates before a termination of employment due to death, Disability, or other reason, as the case may be.
	(f)		Disability. “Disability” means the Executive’s total and permanent disability as defined under the terms of the Company’s long-term disability plan in effect on the Date of Termination.
	(g)		Effective Period. The “Effective Period” means the 36-month period following any Change in Control.
	(h)		Good Reason. “Good Reason” means, unless the Executive has consented in writing thereto, the occurrence of any of the following:

	(i)		The assignment to the Executive of any duties inconsistent with the Executive’s position, including any change in status, title, authority, duties or responsibilities or any other action which results in a diminution in such status, title, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company or the Executive’s employer promptly after receipt of notice thereof given by the Executive;
	(ii)		A reduction by the Company or the Executive’s employer in the Executive’s base salary;

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	(iii)		The relocation of the Executive’s office to a location more than 40 miles outside Quincy, Illinois or Executive’s then current principal place of employment;
	(iv)		Following a Change in Control, unless a plan providing a substantially similar compensation or benefit is substituted, (A) the failure by the Company or any of its affiliates to continue in effect any material fringe benefit or compensation plan, retirement plan, life insurance plan, health and accident plan or disability plan in which the Executive is participating prior to the Change in Control, or (B) the taking of any action by the Company or any of its affiliates which would adversely affect the Executive’s participation in or materially reduce his benefits under any of such plans or deprive him of any material fringe benefit; or
	(v)		Following a Change in Control, the failure of the Company or the affiliate of the Company by which the Executive is employed, or any affiliate which directly or indirectly owns or controls any affiliate by which the Executive is employed, to obtain the assumption in writing of the Company’s obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company or such affiliate within 15 days after a reorganization, merger, consolidation, sale or other disposition of assets of the Company or such affiliate.
	(vi)		Any purported termination of the Executive’s employment by the Company which is not effected pursuant to a Notice of Termination satisfying the requirements of paragraph 3 hereof; and for purposes of this Agreement, no such purported termination shall be effective.

For purposes of this Agreement, any determination of “Good Reason” made by the Executive in good faith based upon his reasonable belief and understanding shall be conclusive.

2. Term. The term (“Term”) of this Agreement shall commence on the date first above written (the “Commencement Date”) and, unless terminated earlier as provided hereunder, shall continue through the third anniversary of the Commencement Date (the “Termination Date”); provided, however, that commencing on the day following the Termination Date (the “Extension Date”), and on the anniversary of the Extension Date each year thereafter, the term of this Agreement shall automatically be extended for one additional year, unless at least 90 days prior to such Extension Date, the Company shall have given notice that it does not wish to extend this Agreement. Upon the occurrence of a Change in Control during the term of this Agreement, including any extensions thereof, this Agreement shall automatically be extended until the end of the Effective Period and may not be terminated by the Company during such time.

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3. Notice of Termination.

	(a)		Any termination of the Executive’s employment by the Company, or by any affiliate of the Company by which the Executive is employed, for Cause, or by the Executive for Good Reason shall be communicated by Notice of Termination to the other party hereto given in accordance with paragraph 10 of this Agreement. For purposes of this Agreement, a “Notice of Termination” for termination of employment for Cause or for Good Reason means a written notice which (i) is given at least thirty (30) days prior to the Date of Termination; (ii) indicates the specific termination provision in this Agreement relied upon, (iii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, (iv) specifies the employment termination date; and (v) allows the recipient of the Notice of Termination at least thirty (30) days to cure the act or omission relied upon in the Notice of Termination. The failure to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause will not waive any right of the party giving the Notice of Termination hereunder or preclude such party from asserting such fact or circumstance in enforcing its rights hereunder.
	(b)		A Termination of Employment of the Executive will not be deemed to be for Cause unless and until there has been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in paragraph 1(c) hereof, and specifying the particulars of such conduct.
	(c)		A Termination of Employment of the Executive will not be deemed to be for Good Reason unless the Executive gives the Notice of Termination provided for herein within twelve (12) months after the Executive has actual knowledge of the act or omission of the Company constituting such Good Reason.

4. Obligations of the Company Upon Termination of Executive’s Employment Following a Change in Control

(a) If, during the Effective Period, the Company terminates the Executive’s employment other than for Cause or the Executive terminates employment with the Company for Good Reason, the Company will pay the following to the Executive:

(i) Cash in the amount of the Executive’s annual base salary through the Date of Termination to the extent not theretofore paid;

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	(ii)		Cash in the amount of the highest annual bonus received by the Executive in the three years immediately preceding the Notice of Termination;
	(iii)		Cash in an amount equal to the product of three times the Executive’s annual base salary at the greater of (A) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable in a lump sum;
	(iv)		A lump sum cash amount equal to the product of three times the highest annual bonus received by the Executive in the three years immediately preceding the Notice of Termination;
	(v)		A lump sum cash amount equal to compensation previously deferred by the Executive, and all interest and earnings accrued thereon to the Date of Termination, under any and all nonqualified deferred compensation plans sponsored or maintained by the Company or by any affiliate controlled by the Company, including without limitation the Non-qualified Retirement Plans, in effect and in which the Executive was a participant, on the Date of Termination, unless the Executive elects to defer such payment in accordance with the terms of the Non-qualified Retirement Plans;
	(vi)		The continuation of the provision of medical, dental and life insurance benefits for a period of three years following the Date of Termination to the Executive and the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical, dental and/or life insurance benefits under another employer provided plan, the medical, dental and/or life insurance benefits described herein will cease; and
	(vii)		The acceleration of vesting and the continued accrual of benefits under any and all defined benefit retirement plans sponsored or maintained by the Company or by any affiliate controlled by the Company, including without limitation the Non-qualified and Qualified Plans, in effect on and in which the Executive was a Participant on the Date of Termination, in each case for a period of three years, but in no event beyond the date that the Executive or Executive’s spouse begins to receive benefits under such plan.

(b) “Compensation” Under Retirement Plans. Any and all amounts paid under this Agreement in the amount of or otherwise in respect of the Executive’s annual base salary and bonuses, whether or not deferred under a deferred compensation

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plan or program, are intended to be and will be “Compensation” for purposes of determining Compensation under any and all retirement plans sponsored or maintained by the Company or by any affiliate controlled by the Company.

(c) Effect of Death or Disability. If the Executive’s employment is terminated by reason of the Executive’s death or Disability during the Term of this Agreement, this Agreement shall terminate automatically on the date of death or, in the event of Disability, on the Date of Termination. In the event of the Executive’s death following the Executive’s Date of Termination, but prior to the payment of the severance payments and benefits provided under paragraph 4 hereof, if any, such payments and benefits will be paid to the Executive’s Beneficiary.

5.		Mitigation of Damages. The Executive will not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise. Except as otherwise specifically provided in this Agreement, the amount of any payment provided for under this Agreement will not be reduced by any compensation earned by the Executive as the result of self-employment or employment by another employer or otherwise.
6.		Stock Options; Stock Appreciation Rights; Long-Term Cash Bonus; Restricted Stock; Performance Shares. The benefits provided under paragraph 4 above are intended to be in addition to the value of any options to acquire common stock of the Company, Stock Appreciation Rights, shares of Restricted Stock, Restricted Stock Units, Performance Shares and Long-Term Cash Bonuses awarded under the Xxxxxxx Denver, Inc. Long-Term Incentive Plan (the “Stock Plan”) and any other incentive or similar plan heretofore or hereafter adopted by the Company. The exercisability or vesting of such awards upon a Change in Control shall be governed by the terms of the Stock Plan and any award agreements entered into thereunder.
7.		Tax Effect.

(a) If Independent Tax Counsel determines that any payment or distribution by the Company or its affiliates to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) constitutes a “parachute payment” as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor provision thereto)(“Parachute Payment”) which would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive will be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount equal to the sum of the Excise Tax, any and all federal, state and local income taxes and Medicare tax on the Excise Tax, and the excise tax imposed by Section 4999 of the Code on the Excise Tax, together with any interest or penalties incurred by the Executive with respect to such income, Medicare and excise taxes.

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	(b)		Subject to the provisions of paragraph 7(d) below, all determinations required to be made under this paragraph 7, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinations, will be made by Independent Tax Counsel which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. For purposes of this paragraph, “Independent Tax Counsel” will mean a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm with expertise in the area of executive compensation tax law, who will be selected by the Company and will be reasonably acceptable to the Executive, and whose fees and disbursements will be paid by the Company.
	(c)		Any Gross-Up Payment will be paid by the Company to the Executive within five days of the Company’s receipt of the Independent Tax Counsel’s determination. If Independent Tax Counsel determines that no Excise Tax is payable by the Executive, it will furnish the Executive with a written opinion that the Executive has substantial authority not to report any Excise Tax on the Executive’s Federal income tax return. If the Executive is subsequently required to make a payment of any Excise Tax, then the Independent Tax Counsel will determine the amount of such additional payment (“Gross-Up Underpayment”), and any such Gross-Up Underpayment will be promptly paid by the Company to or for the benefit of the Executive. The fees and disbursements of the Independent Tax Counsel will be paid by the Company.
	(d)		The Executive will notify the Company in writing within 15 days of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment. If the Company notifies the Executive in writing that it desires to contest such claim and that it will bear the costs and provide the indemnification as required by this paragraph, the Executive will:

	(i)		give the Company any information reasonably requested by the Company relating to such claim,
	(ii)		take such action in connection with contesting such claim as the Company 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 the Company,
	(iii)		cooperate with the Company in good faith in order to effectively contest such claim, and

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(iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company will bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and will indemnify and hold the 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. The Company will control all proceedings taken in connection with such contest; provided, however, that if the Company directs the Executive to pay such claim and xxx for a refund, the Company will advance the amount of such payment to the Executive on an interest-free basis, and will indemnify and hold the 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.

(e) If, after the receipt by the Executive of an amount advanced by the Company pursuant to paragraph 7(d)(iv), the Executive becomes entitled to receive any refund with respect to such claim, the Executive will, within 10 days of receipt thereof, pay to the Company the amount of such refund, together with any interest paid or credited thereon after taxes applicable thereto. If, after the receipt by the Executive of an amount advanced by the Company pursuant to paragraph 7(d)(iv), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance will be forgiven and will not be required to be repaid and the amount of such advance will offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

8. Confidential Information; Non-solicitation. For the Term of this Agreement, and for the period of time during which the Executive receives benefits pursuant to paragraph 4(a)(vi) hereof, the Executive covenants and agrees as follows:

(a) to hold in a fiduciary capacity for the benefit of the Company and its affiliates all secret, proprietary or confidential material, knowledge, data or any other information relating to the Company or any of its affiliated companies and their respective businesses (“Confidential Information”), which has been obtained by the Executive during the Executive’s employment by the Company or any of its affiliated companies and that has not been, is not now and hereafter does not become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement), and will not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it; the Executive further agrees to return to the Company any and all records and documents (and all copies thereof) and all other property belonging to the Company or relating to the

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Company, its affiliates or their businesses, upon termination of Executive’s employment with the Company and its affiliates; and,

(b) not to solicit or entice any other employee of the Company or its affiliates to leave the Company or its affiliates to go to work for any other business or organization which is in direct or indirect competition with the Company or any of its affiliates, nor request or advise a customer or client of the Company or its affiliates to curtail or cancel such customer’s business relationship with the Company or its affiliates.

9. Rights and Remedies Upon Breach.

	(a)		The Executive hereby acknowledges and agrees that the provisions contained in paragraph 8 of this Agreement (the “Restrictive Covenants”), are reasonable and valid in duration and in all other respects. If any court of competent jurisdiction determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants will not thereby be affected and will be given full effect without regard to the invalid portions.
	(b)		If the Executive breaches, or threatens to commit a breach of, any of the Restrictive Covenants, the Company will have the following rights and remedies, each of which rights and remedies will be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity:

	(i)		Specific Performance. The right and remedy to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company.
	(ii)		Accounting. The right and remedy to require the Executive to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits derived or received by the Executive as the result of any action constituting a breach of the Restrictive Covenants.
	(iii)		Cessation of Severance Benefits. The right and remedy to cease any further severance, benefit or other compensation payments under this Agreement to the Executive or the Executive’s Beneficiary from and after the commencement of such breach by the Executive.

10. Arbitration. The Company and Executive agree that any claim, dispute or controversy arising under or in connection with this Agreement (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or

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programs) shall be resolved solely and exclusively by binding arbitration. The arbitration shall be held in the city of St. Louis (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with the Expedited Employment Arbitration Rules (the “Rules”) of the American Arbitration Association (the “AAA”) in effect at the time of the arbitration, except that the arbitrator shall be selected by alternatively striking from a list of five arbitrators supplied by the AAA. All fees and expenses of the arbitration, including a transcript if either requests, shall be borne equally by the parties. If Executive prevails as to any material issue presented to the arbitrator, the entire cost of such proceedings (including, without limitation, Executive’s reasonable attorneys fees) shall be borne by the Company. If Executive does not prevail as to any material issue, each party will pay for the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s fees are recoverable under the Rules). Any action to enforce or vacate the arbitrator’s award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s fees related to such action. Notwithstanding the provisions of this paragraph, either party may seek injunctive relief in a court of competent jurisdiction, whether or not the case is then pending before the panel of arbitrators. Following the court’s determination of the injunction issue, the case shall continue in arbitration as provided herein.

11. Notices. Any notice provided for in this Agreement will be given in writing and will be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid. Any such notice will be deemed given when so delivered personally, telegraphed, telexed or sent by facsimile transmission, or, if mailed, on the date of actual receipt thereof. Notices will be properly addressed to the parties at their respective addresses set forth below or to such other address as either party may later specify by notice to the other in accordance with the provisions of this paragraph:

If to the Company:

Xxxxxxx Denver, Inc.
0000 Xxxxxxx Xxxxxxxxxx
Xxxxxx, XX 00000 (000) 000-0000 (Fax)
Attention: Corporate Secretary/General Counsel

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If to the Executive:

Xx. Xxxx X. Xxxxxxxx
0000 Xxxxxx Xxxxx Xxxx
Xxxxxx, XX 00000

12.		Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto, including, without limitation, the Letter Agreement entered into between the Company and the Executive dated effective August 1, 2002 and any and all prior employment or severance agreements and related amendments entered into between the Company and the Executive. Furthermore, the severance payments and benefits provided for under this Agreement are separate and apart from and, to the extent they are actually paid, will be in lieu of any payment under any policy of the Company or any of its affiliates regarding severance payments generally.
13.		Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by the parties hereto or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any waiver on the part of any party of any such right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.
14.		Governing Law. This Agreement will be governed by and construed in accordance with the laws of the state of Delaware (without giving effect to the choice of law provisions thereof), where the employment of the Executive will be deemed, in part, to be performed, and enforcement of this Agreement or any action taken or held with respect to this Agreement will be taken in the courts of appropriate jurisdiction in Delaware.
15.		Assignment. This Agreement, and any rights and obligations hereunder, may not be assigned by the Executive and may be assigned by the Company only to any successor in interest, whether by merger, consolidation, acquisition or the like, or to purchasers of substantially all of the assets of the Company.
16.		Binding Agreement. This Agreement will inure to the benefit of and be binding upon the Company and its respective successors and assigns and the Executive and his legal representatives.
17.		Counterparts. This Agreement may be executed in separate counterparts, each of which when so executed and delivered will be deemed an original, but all of which together will constitute one and the same instrument.

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18.		Headings. The headings in this Agreement are for reference purposes only and will not in any way affect the meaning or interpretation of this Agreement.
19.		Authorization. The Company represents and warrants that the Board of Directors of the Company has authorized the execution of this Agreement.
20.		Validity. The invalidity or unenforceability of any provisions of this Agreement will not affect the validity or enforceability of any other provisions of this Agreement, which will remain in full force and effect.
21.		Tax Withholding. The Company will have the right to deduct from all benefits and/or payments made under this Agreement to the Executive any and all taxes required by law to be paid or withheld with respect to such benefits or payments.
22.		No Contract of Employment. Nothing contained in this Agreement will be construed as a contract of employment between the Company or any of its affiliates and the Executive, as a right of the Executive to be continued in the employment of the Company or any of its affiliates, or as a limitation of the right of the Company or any of its affiliates to discharge the Executive with or without cause.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

The Company
XXXXXXX DENVER, INC.						THE EXECUTIVE
By:
Name:		Xxxxx X. Xxxxxxxx				Name:		Xxxx X. Xxxxxxxx
Title:		Vice President, Administration,				Title:		Chairman, President &
		General Counsel & Secretary						Chief Executive Officer

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