EXHIBIT 10.2
CHANGE IN CONTROL SEVERANCE AGREEMENT
AGREEMENT made as of June 6, 2001 between Polaroid Corporation ("Polaroid"
or "Company") and XXXXXXX X. XXXXXXXX (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
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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
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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
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(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;
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(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.
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(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:
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(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
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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
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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.
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(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
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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
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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.
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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
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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.
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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 6th day of June 2001.
POLAROID CORPORATION
By /S/ XXXX X. XXXXXXXXX
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Xxxx X. XxXxxxxxx
/S/ XXXXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxxxxx
Executive Vice President and
Chief Financial Officer
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