Exhibit 10.12
CHANGE IN CONTROL SEVERANCE AGREEMENT
AGREEMENT made as of April 25, 1997 between
Polaroid Corporation ("Polaroid") and Xxxxxx 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 (i) 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 (ii) 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
in Section l(d)(ii)(B) of this
Agreement) or disposing of any securities of the Company.
(f) "Board" shall mean the Board of Directors of the
Company.
-2-
(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 (2) years after the Share Acquisition Date such
that the individuals who constituted the Board prior to the
Share Acquisition Date (the "Incumbent Board") 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;
-3-
(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 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).
-4-
(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 the Participant's Compensation Base Pay
from the amount of the Participant's Base Pay Compensation
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
the Participant 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 a
Participant's participation or membership in any bonus,
incentive or other benefit plan in which the Participant
was a participant or member on the day immediately
preceding the Change in Control, without an economically
equivalent replacement;
(iv) the reassignment of the Participant without his
consent from his regular shift or regular duties as they
existed on the day immediately preceding the Change in
Control;
(v) the reassignment of the Participant without his
consent to a location more than 30 miles from his regular
workplace on the day immediately preceding the Change in
Control;
(vi) the reduction in the Participant's job title or level
in effect on the day immediately preceding the Change in
Control;
-5-
(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 the Participant to
duties which represent a position of lesser responsibility
than his 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) your 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.
-6-
(t) "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 your employment with
Polaroid is Terminated, you shall be entitled to the
following benefits:
(a) Severance Benefits. Within ten (10) business days
after the Termination Date, Polaroid shall pay you a lump
sum amount, in cash, equal to the greater of the severance
benefit you would otherwise be entitled to receive under
the Extended Severance Plan or:
(i) two (2) times the sum of:
(A) Your Base Salary; and
(B) Your Annual Bonus; and
(ii) Your Annual Bonus multiplied by a fraction, the
numerator of which shall equal the number of days you were
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, you shall be entitled
to participate in the Company's medical, dental, and life
insurance plans, at the highest level provided to you
during the period beginning immediately prior to the Change
in Control and ending on the Termination Date and at no
greater cost then the cost you were paying immediately
prior to Change in Control; provided, however, that if you
become employed by a new employer, your coverage under the
applicable Polaroid
plans shall continue, but your coverage thereunder
shall be secondary to (i.e., reduced by) any
benefits provided under like plans of such new
employer.
-7-
(c) Payment of Accrued But Unpaid Amounts. Within ten
(10) business days after the Termination Date, Polaroid
shall pay you
(i) earned but unpaid compensation, including, without
limitation, any unpaid portion of your Bonus accrued with
respect to the full calendar year ended prior to the
Termination Date; and
(ii) all compensation previously deferred by you on a non-
qualified basis but not yet paid.
(d) Retiree-Medical Benefits. If you are or would become
fifty-five (55) or older and your age and service equal
sixty-five (65) and you have at least five (5) years of
service with the Company within two (2) years of Change in
Control, you are eligible for retiree medical benefits (as
such are determined immediately prior to Change in
Control). You are 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, you 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 you a lump sum cash amount equal
to the present value of your accrued benefit under the
Supplemental Plans. For purposes of computing the lump sum
present value of your accrued benefit under the
Supplemental Plans,
(A) Polaroid shall credit you 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 your actual years and fractional
years of plan participation and service and age credited to
you on the Termination Date; and
-8-
(B) Polaroid shall apply the present value (and any other
actuarial adjustments required by this Agreement) using the
actuarial assumptions set forth in Section 1.01 of the
Pension Plan. In determining your 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 you 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 you without your 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 their terms.
Notwithstanding the foregoing, and subject to the
limitation provided in Paragraph 3(a), no benefits shall be
paid to you, however, under the Polaroid Extended Severance
Plan or any other severance plan maintained generally for
the employees of Polaroid if you are 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
-9-
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
-10-
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) Executive shall notify Polaroid in writing of any
claim by the Internal Revenue Service that, if successful,
would require the payment by Polaroid of the Gross-Up
Payment. Such notification shall be given as soon as
practicable but no later than ten (10) business days after
Executive is informed in writing of such claim and shall
apprise Polaroid of the nature of such claim and the date
on which such claim is requested to be paid. Executive
shall not pay such claim prior to the expiration of the
thirty (30) day period following the date on which it gives
such notice to Polaroid (or such shorter period ending on
the date that any payment of taxes with respect to such
claim is due). If Polaroid notifies Executive in writing
prior to the expiration of such period that it desires to
contest such claim, 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
-11-
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.
-12-
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
-13-
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.
-14-
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 25 day of April, 1997.
POLAROID CORPORATION
By /s/ Xxxx X. XxXxxxxxx
-------------------------
Xxxx X. XxXxxxxxx
/s/ Xxxxxx X. Xxxxxxxx
---------------------------
Xxxxxx X. Xxxxxxxx
Executive
-15-
