CHANGE IN CONTROL SEVERANCE AGREEMENT
AGREEMENT made as of July 10, 1997 between Polaroid
Corporation ("Polaroid" or "Company") and Xxxxxxxx X. Xxxxxx (the "Executive").
Executive is a skilled and dedicated employee who has
important management responsibilities and talents which benefit Polaroid.
Polaroid believes that its best interests will be served if Executive is
encouraged to remain with Polaroid. Polaroid has determined that Executive's
ability to perform Executive's responsibilities and utilize Executive's talents
for the benefit of Polaroid, and Polaroid's ability to retain Executive as an
employee, will be significantly enhanced if Executive is provided with fair and
reasonable protection from the risks of a change in ownership or control of
Polaroid. Accordingly, Polaroid and Executive agree as follows:
1. Defined Terms.
(a) "Annual Bonus" shall mean the Executive's annual bonus paid pursuant
to the Company's annual bonus plan in effect at the time (currently
the Polaroid Incentive Plan for Executives). Unless otherwise
specifically provided, the Annual Bonus shall be calculated assuming
the Corporate target is reached and no additional factors are
considered to decrease the Executive's award under the Plan.
(b) "Acquiring Person" shall mean any Person who or which, together with
all Affiliates and Associates of such Person, is the Beneficial Owner
of 20% or more of the Stock then outstanding, but does not include any
Subsidiary of the Company, any employee benefit plan of the Company or
of any of its Subsidiaries or any Person holding Stock for or pursuant
to the terms of any such employee benefit plan.
(c) "Affiliate" and "Associate" when used with reference to any Person,
shall have the meaning given to such terms in Rule 12b-2 of the
General Rules and Regulations under the Exchange Act.
(d) "Base Salary" shall mean the annual rate of base salary (disregarding
any reduction in such rate that constitutes Constructive Termination)
as increased by the Board from time to time.
(e) "Beneficial Owner" shall be a Person deemed to "beneficially own," any
securities:
(i) which such Person or any of such Person's Affiliates or
Associates beneficially owns, directly or indirectly; or
(ii) which such Person or any of such Person's Affiliates or
Associates has:
(A) the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to
any agreement, arrangement or understanding (written or
oral), or upon the exercise of conversion rights, exchange
rights, warrants or options, or otherwise; provided,
however, that a Person shall not be deemed the Beneficial
Owner of, or to beneficially own, securities tendered
pursuant to a tender or exchange offer made by or on behalf
of such Person or any of such Person's Affiliates or
Associates until such tendered securities are accepted for
purchase or exchange thereunder; or
(B) the right to vote pursuant to any agreement, arrangement
or understanding (written or oral); provided however, that
a Person shall not be deemed the Beneficial Owner of, or to
beneficially own, any security if the agreement,
arrangement or understanding (written or oral) to vote such
security (1) arises solely from a revocable proxy given to
such Person in response to a public proxy or consent
solicitation made pursuant to, and in accordance with, the
applicable rules and regulations under the Exchange Act,
and (2) is not also then reportable on Schedule 13D (or any
comparable or successor report) under the Exchange Act; or,
(C) which are beneficially owned, directly or indirectly, by
any Person with which such Person or any of such Person's
Affiliates or Associates has any agreement, arrangement or
understanding (written or oral), for the purpose of
acquiring, holding, voting (except pursuant to a revocable
proxy as described above) or disposing of any securities of
the Company.
(f) "Board" shall mean the Board of Directors of the Company.
(g) "Bonus" means the amount payable to the Executive under any plan, or
agreement offered by Polaroid.
(h) "Cause" means either of the following:
(i) Executive's willful malfeasance having a material adverse
effect on Polaroid; or
(ii) Executive's conviction of a felony;
provided, that any action or refusal by Executive shall not
constitute Cause if, in good faith, Executive believed such
action or refusal to be in, or not opposed to, the best
interests of Polaroid, or if Executive shall be entitled,
under applicable law
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or under an applicable Polaroid Certificate of Incorporation or
the Polaroid By-Laws, as they may be amended or restated from
time to time, to be indemnified with respect to such action or
refusal.
(i) "Change in Control" shall mean:
(i) the date on which a change in control of the Company occurs of
a nature that would be required to be reported (assuming that
the Company's Stock was registered under the Exchange Act) in
response to an item (currently item 6(e)) of Schedule 14A of
Regulation 14A promulgated under the Exchange Act or an item
(currently Item l(a)) of Form 8-K under the Exchange Act;
(ii) the date on which there is an Acquiring Person and a change in
the composition of the Board of the Company within two years
after the Share Acquisition Date such that the individuals who
constitute the Board prior to the Share Acquisition Date shall
cease for any reason to constitute at least a majority of the
Board;
(iii) any day on or after the Share Acquisition Date when directly
or indirectly, any of the transactions specified in the
following clauses occurs:
(A) the Company shall consolidate with, or merge with and into,
any other Person;
(B) any Person shall merge with and into the Company; or
(C) the Company shall sell, lease, exchange or otherwise
transfer or dispose of (or one or more of its Subsidiaries
shall sell, lease, exchange or otherwise transfer or
dispose of), in one or more transactions, the major part of
the assets of the Company and its Subsidiaries (taken as a
whole) to any other Person or Persons;
(iv) the date when a Person (other than the Company, any Subsidiary
of the Company, any employee benefit plan of the Company or any
of its Subsidiaries or any Person holding Stock for or pursuant
to the terms of any such employee benefit plan) alone or
together with all Affiliates and Associates of such Person,
becomes the Beneficial Owner of 30% or more of the Stock then
outstanding;
(v) the date on which the stockholders of the Company approve a
merger or consolidation of the Company with any other
corporation other than:
(A) a merger or consolidation which would result in voting
securities of the Company outstanding
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immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting
securities of the surviving or parent entity) 50% or more
of the combined voting power of the voting securities of
the Company or such surviving or parent entity outstanding
immediately after such merger or consolidation, or
(B) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in
which no Person acquires 50% or more of the combined voting
power of the Company's then outstanding securities; or
(vi) the date stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the
Company's assets (or any transaction having a similar effect).
(j) "Code" means the Internal Revenue Code of 1986, as amended.
(k) "Confidential Information" means non-public information relating to
the business plans, marketing plans, customers or employees of
Polaroid other than information the disclosure of which cannot
reasonably be expected to adversely affect the business of Polaroid.
(l) "Constructive Termination" shall occur when the Executive voluntarily
terminates his employment with the Company or retires after the
occurrence of one or more of the following events on or after the
Change in Control:
(i) a reduction in Base Salary from the amount of Base Salary on
the day immediately preceding the Change in Control;
(ii) the elimination of or reduction of any benefit under any
bonus, incentive or other employee benefit plan in effect on
the day immediately preceding the Change in Control, without an
economically equivalent replacement, if Executive was a
participant or member of such plan on the day immediately
preceding the Change in Control;
(iii) the discontinuation of or any reduction in Executive's
participation or membership in any bonus, incentive or other
benefit plan in which Executive was a participant or member on
the day immediately preceding the Change in Control, without an
economically equivalent replacement;
(iv) the reassignment of Executive without Executive's consent from
Executive's regular shift or regular duties
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as they existed on the day immediately preceding the Change in
Control;
(v) the reassignment of Executive without Executive's consent to
a location more than thirty (30) miles from Executive's regular
workplace on the day immediately preceding the Change in
Control;
(vi) the reduction in Executive's job title or level in effect on
the day immediately preceding the Change in Control;
(vii) the provision of significantly less favorable working
conditions than those provided on the day immediately preceding
the Change in Control; or
(viii) a significant diminution in duties or responsibilities or the
reassignment of Executive to duties which represent a position
of lesser responsibility than Executive's duties as they
existed on the day immediately preceding the Change in Control.
(m) "Disability" shall mean the Executive's disability within the meaning
of the Polaroid Long Term Disability Plan.
(n) "Exchange Act" shall mean the Securities Exchange Act of 1934, as in
effect on the date in question.
(o) "Person" shall mean an individual, corporation, partnership, joint
venture, association, trust, unincorporated organization or other
entity.
(p) "Share Acquisition Date" shall mean the first date any Person shall
become an Acquiring Person.
(q) "Stock" shall mean the outstanding shares of Common Stock of the
Company and, for purposes of the Change in Control provision, any
other shares of capital stock of the Company into which the Common
Stock shall be reclassified or changed.
(r) "Subsidiary" of the Company shall mean any corporation of which the
Company owns, directly or indirectly, more than 50% of the Voting
Stock.
(s) "Terminated" shall mean:
(i) termination by Polaroid without Cause at any time within the
two (2) years following a Change in Control;
(ii) Executive's termination due to a Constructive Termination at
any time within the two (2) years following a Change in
Control; or
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(iii) termination within three (3) months prior to a Change of
Control at the request of any individual or entity acquiring
ownership and control of Polaroid. If Executive's employment
with Polaroid is terminated prior to a Change in Control at the
request of Acquiring Person, this Agreement shall become
effective upon the subsequent occurrence of a Change in Control
involving such Acquiring Person. In such situation the
Executive's Termination Date shall be deemed to have occurred
immediately following the Change in Control, and therefore
Executive shall be entitled to the benefits provided in this
Agreement.
(t) "Termination Date" shall mean the date on which Executive is
terminated.
(u) "Voting Stock" shall mean capital stock of any class or classes having
general voting power under ordinary circumstances, in the absence of
contingencies, to elect the directors of a corporation.
2. Effective Date; Term. This Agreement shall be effective immediately
prior to a Change in Control (the "Effective Date") and shall remain in
effect for two (2) years following such Change in Control, and such
additional time as may be necessary to give effect to the terms of the
Agreement.
3. Change in Control Benefits. If Executive's employment with Polaroid is
Terminated, Executive shall be entitled to the following benefits:
(a) Severance Benefits. Within ten (10) business days after the
Termination Date, Polaroid shall pay Executive a lump sum amount, in
cash, equal to the greater of the severance benefit Executive would
otherwise be entitled to receive under the Extended Severance Plan or:
(i) two (2) times the sum of:
(A) Executive's Base Salary; and
(B) Executive's Annual Bonus; and
(ii) Executive's Annual Bonus multiplied by a fraction, the
numerator of which shall equal the number of days Executive was
employed by Polaroid in the calendar year in which the
Termination Date occurs and the denominator of which shall
equal 365.
(b) Continued Welfare Benefits. Until the second anniversary of the
Termination Date, Executive shall be entitled to participate in the
Company's medical, dental, and life insurance plans, at the highest
level provided to Executive during the period beginning immediately
prior to the Change in Control and ending on the Termination Date and
at no greater cost than the cost Executive was paying immediately
prior to Change in Control; provided,
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however, that if Executive becomes employed by a new employer,
Executive's coverage under the applicable Polaroid plans shall
continue, but Executive's coverage thereunder shall be
secondary to (i.e., reduced by) any benefits provided under
like plans of such new employer.
(c) Payment of Accrued But Unpaid Amounts. Within ten (10) business days
after the Termination Date, Polaroid shall pay Executive:
(i) earned but unpaid compensation, including, without limitation,
any unpaid portion of Executive's Bonus accrued with respect to
the full calendar year ended prior to the Termination Date; and
(ii) all compensation previously deferred by Executive on a
non-qualified basis but not yet paid.
(d) Retiree-Medical Benefits. If Executive is or would become fifty-five
(55) or older and Executive's age and service equal sixty-five (65)
and Executive has at least five (5) years of service with the Company
within two (2) years of Change in Control, Executive is eligible for
retiree medical benefits (as such are determined immediately prior to
Change in Control). Executive is eligible to commence receiving such
retiree medical benefits based on the terms and conditions of the
applicable plans in effect immediately prior to the Change in Control.
(e) Supplemental Retirement and Profit Sharing Benefits.
(i) On the Termination Date, Executive shall become vested in the
benefits provided under Polaroid's non-qualified defined
benefit pension plans or any successor plans (the "Supplemental
Plans").
(ii) Within ten (10) business days after the Termination Date,
Polaroid shall pay Executive a lump sum cash amount equal to
the present value of Executive's accrued benefit under the
Supplemental Plans. For purposes of computing the lump sum
present value of Executive's accrued benefit under the
Supplemental Plans,
(A) Polaroid shall credit Executive with two (2) years of plan
participation and service and two (2) years of age for all
purposes (including additional accruals and eligibility for
early retirement) over Executive's actual years and
fractional years of plan participation and service and age
credited to Executive on the Termination Date; and
(B) Polaroid shall apply the present value (and any other
actuarial adjustments required by this Agreement) using the
applicable actuarial assumptions set forth in the Pension
Plan. In
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determining Executive's benefits under this paragraph (e
(B), the terms of the Supplemental Plans as in effect
immediately prior to the Change in Control, except
as expressly modified in this paragraph (e), shall govern.
(f) Effect on Existing Plans. All Change in Control provisions applicable
to Executive and contained in any plan, program, agreement or
arrangement maintained as of the date this Agreement is signed
(including, but not limited to, any stock option, restricted stock or
pension plan) shall remain in effect through the date of a Change in
Control, and for such period thereafter as is necessary to carry out
such provisions and provide the benefits payable thereunder, and may
not be altered in a manner which adversely affects Executive without
Executive's prior written approval. This means that all awards of
options, performance shares or such other awards as may be granted
shall upon Change in Control be fully vested consistent with the terms
of these Agreements. Notwithstanding the foregoing, no benefits shall
be paid to Executive, however, under the Polaroid Extended Severance
Plan or any other severance plan maintained generally for the
employees of Polaroid if Executive is eligible to receive severance
benefits under this Agreement.
(g) Outplacement Counseling. Outplacement services will be provided
consistent with Polaroid's outplacement practices in effect prior to
the Change in Control.
4. Mitigation. Executive shall not be required to mitigate damages or the
amount of any payment provided for under this Agreement by seeking
other employment or otherwise, and compensation earned from such
employment or otherwise shall not reduce the amounts otherwise payable
under this Agreement. No amounts payable under this Agreement shall be
subject to reduction or offset in respect of any claims which Polaroid
(or any other person or entity) may have against Executive unless
specifically referenced herein.
5. Gross-up.
(a) In the event it shall be determined that any payment, benefit or
distribution (or combination thereof) by Polaroid, or one or more
trusts established by Polaroid for the benefit of its employees, to or
for the benefit of Executive (whether paid or payable or distributed
or distributable pursuant to the terms of this Agreement, or
otherwise) (a "Payment") would be subject to the excise tax imposed by
Section 4999 of the Code or any interest or penalties are incurred by
Executive with respect to such excise tax (such excise tax, together
with any such interest and penalties, hereinafter collectively
referred to as the "Excise Tax"), Executive shall be entitled to
receive an additional payment (a "Gross-Up Payment") in an amount such
that after payment by Executive of all taxes (including any interest
or penalties imposed with respect to such taxes), including, without
limitation, any income taxes (and any interest and penalties
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imposed with respect thereto) and the Excise Tax imposed upon the
Gross-Up Payment, Executive retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payments.
(b) Subject to the provisions of Section 5(c), all determinations required
to be made under this Section 5, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up Payment and the
assumptions to be utilized in arriving at such determination, shall be
made by a nationally recognized certified public accounting firm as
may be designated by Executive (the "Accounting Firm") which shall
provide detailed supporting calculations both to Polaroid and
Executive within fifteen (15) business days of the receipt of notice
from Executive that there has been a Payment, or such earlier time as
is requested by Polaroid. In the event that the Accounting Firm is
serving as accountant or auditor for an individual, entity or group
effecting the change in ownership or effective control (within the
meaning of Section 280G of the Code), Executive shall appoint another
nationally recognized accounting firm to make the determinations
required hereunder (which accounting firm shall then be referred to as
the Accounting Firm hereunder). All fees and expenses of the
Accounting Firm shall be borne solely by Polaroid. Any Gross-Up
Payment, as determined pursuant to this Section 5, shall be paid by
Polaroid to Executive within five (5) business days after the receipt
of the Accounting Firm's determination. If the Accounting Firm
determines that no Excise Tax is payable by Executive, it shall so
indicate to Executive in writing. Any determination by the Accounting
Firm shall be binding upon Polaroid and Executive. As a result of the
uncertainty in the application of Section 4999 of the Code at the time
of the initial determination by the Accounting Firm hereunder, it is
possible that Gross-Up Payments which will not have been made by
Polaroid should have been made ("Underpayment"), consistent with the
calculations required to be made hereunder. In the event that Polaroid
exhausts its remedies pursuant to Section 5(c) and Executive
thereafter is required to make a payment of any Excise Tax, the
Accounting Firm shall determine the amount of the Underpayment that
has occurred and any such Underpayment shall be promptly paid by
Polaroid to or for the benefit of Executive.
(c) The Executive shall notify the Company in writing of any written claim
by the Internal Revenue Service that, if successful, would require the
payment by the Company of the Gross-Up Payment. Such notification
shall be given as soon as practicable but no later than ten (10)
business days after the Executive is informed in writing of such claim
and shall apprise the Company of the nature of such claim and the date
on which such claim is requested to be paid (but the Executive's
failure to comply with this notice obligation shall not eliminate his
rights under this Section except to the extent Polaroid's defense
against the imposition of the Excise Tax is actually prejudiced by any
such failure). The Executive shall not pay such claim prior to the
expiration of the thirty (30) day period following the date on which
he gives such notice to the Company (or such shorter period ending on
the date
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that any payment of taxes with respect to such claim is due). If the
Company notifies the Executive in writing prior to the expiration of
such period that it desires to contest such claim, the Executive
shall:
(i) give Polaroid any information reasonably requested by Polaroid
relating to such claim;
(ii) take such action in connection with contesting such claim as
Polaroid shall reasonably request in writing from time to time,
including, without limitation, accepting legal representation
with respect to such claim by an attorney reasonably selected
by Polaroid;
(iii) cooperate with Polaroid in good faith in order to effectively
contest such claim; and
(iv) permit Polaroid to participate in any proceedings relating to
such claim;
provided, however, that Polaroid shall bear and pay directly
all costs and expenses (including additional interest and
penalties) incurred in connection with such contest and shall
indemnify and hold Executive harmless, on an after-tax basis,
for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses. Without
limitation on the foregoing provisions of this Section 5(c),
Polaroid shall control all proceedings taken in connection
with such contest and, at its sole option, may pursue or
forego any and all administrative appeals, proceedings,
hearings and conferences with the taxing authority in respect
of such claim and may, at its sole option, either direct
Executive to pay the tax claimed and xxx for a refund or
contest the claim in any permissible manner, and Executive
agrees to prosecute such contest to a determination before
any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as Polaroid
shall determine; provided, however, that if Polaroid directs
Executive to pay such claim and xxx for a refund, Polaroid
shall advance the amount of such payment to Executive, on an
interest-free basis, and shall indemnify and hold Executive
harmless, on an after-tax basis, from any Excise Tax or
income tax (including interest or penalties with respect
thereto) imposed with respect to such advance or with respect
to any imputed income with respect to such advance; and
provided, further, that if Executive is required to extend
the statute of limitations to enable Polaroid to contest such
claim, Executive may limit this extension solely to such
contested amount. Polaroid's control of the contest shall be
limited to issues with respect to which a Gross-Up Payment
would be payable hereunder and Executive shall be entitled to
settle or contest, as the case may be, any other issue raised
by the Internal Revenue Service or any other taxing
authority.
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(d) If, after the receipt by Executive of an amount advanced by Polaroid
pursuant to Section 5(c), Executive receives any refund with respect
to such claim, Executive shall (subject to Polaroid's complying with
the requirements of Section 5(c)) promptly pay to Polaroid the amount
of such refund (together with any interest paid or credited thereon
after taxes applicable thereto). If, after the receipt by Executive of
an amount advanced by Polaroid pursuant to Section 5(c), a
determination is made that Executive shall not be entitled to any
refund with respect to such claim and Polaroid does not notify
Executive in writing of its intent to contest such denial of refund
prior to the expiration of thirty (30) days after such determination,
then such advance shall be forgiven and shall not be required to be
repaid and the amount of such advance shall offset, to the extent
thereof, the amount of Gross-Up Payment required to be paid.
6. Termination for Cause. Nothing in this Agreement shall be construed to
prevent Polaroid from terminating Executive's employment for Cause. If
Executive is terminated for Cause, Polaroid shall have no obligation to
make any payments under this Agreement, except for payments that may
otherwise be payable under then existing employee benefit plans,
programs and arrangements of Polaroid.
7. Indemnification; Director's and Officer's Liability Insurance.
Executive shall, after the Termination Date, retain all rights to
indemnification under applicable law or under Polaroid Certificate of
Incorporation or the Polaroid By-Laws, as they may be amended or
restated from time to time. In addition, Polaroid shall maintain
Director's and Officer's liability insurance on behalf of Executive at
the better of the level in effect immediately prior to the Change in
Control or the Executive's Termination Date, for the two (2) year
period following the Termination Date, and throughout the period of any
applicable statute of limitations.
8. Confidentiality. Without the prior written consent of the Company,
except to the extent required by an order of a court having competent
jurisdiction or under subpoena from an appropriate government agency, the
Executive shall comply with the Confidentiality Agreement he executed when
hired, and shall not disclose any trade secrets, customer lists, drawings,
designs, information regarding product development, marketing plans, sales
plans, manufacturing plans, management organization information (including
data and other information relating to members of the Board and
management), operating policies or manuals, business plans, financial
records or other financial, commercial, business or technical information
relating to the Company or any of its subsidiaries or information
designated as confidential or proprietary that the Company or any of its
Subsidiaries may receive belonging to suppliers, customers or others who do
business with the Company or any of its subsidiaries (collectively,
"Confidential Information") to any third person unless such Confidential
Information has been previously disclosed to the public by the Company or
is in the public domain (other than by reason of Executive's breach of this
Section 8).
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9. Disputes. Any dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration in Boston,
Massachusetts or, at the option of Executive, in the county where Executive
then resides, in accordance with the Rules of the American Arbitration
Association then in effect. Judgment may be entered on an arbitrator's
award relating to this Agreement in any court having jurisdiction.
10. Costs of Proceedings. Polaroid shall pay all costs and expenses, including
attorneys' fees and disbursements, at least monthly, of Executive in
connection with any legal proceeding (including arbitration), whether or
not instituted by Polaroid or Executive, relating to the interpretation or
enforcement of any provision of this Agreement, except that if Executive
instituted the proceeding and the judge, arbitrator or other individual
presiding over the proceeding affirmatively finds that Executive instituted
the proceeding in bad faith, Executive shall pay all costs and expenses,
including attorneys' fees and disbursements, of Executive. Polaroid shall
pay pre-judgment interest on any money judgment obtained by Executive as a
result of such a proceeding, calculated at the prime rate of The Chase
Manhattan Bank (or its successors), as in effect from time to time, from
the date that payment should have been made to Executive under this
Agreement.
11. Assignment. Except as otherwise provided herein, this Agreement shall
be binding upon, inure to the benefit of and be enforceable by Polaroid and
Executive and their respective heirs, legal representatives, successors and
assigns. If Polaroid shall be merged into or consolidated with another
entity, the provisions of this Agreement shall be binding upon and inure to
the benefit of the entity surviving such merger or resulting from such
consolidation. Polaroid will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of Polaroid, by agreement in
form and substance satisfactory to Executive, to expressly assume and agree
to perform this Agreement in the same manner and to the same extent that
Polaroid would be required to perform it if no such succession had taken
place. The provisions of this Section 11 shall continue to apply to each
subsequent employer of Executive hereunder in the event of any subsequent
merger, consolidation or transfer of assets of such subsequent employer.
12. Payments in Event of Death. Should the Executive become eligible to
receive payments and benefits under this Agreement and die prior to receipt
of all such payments and benefits, the residual payments shall be made to
the beneficiaries identified on the Executive's beneficiary form for the
Executive Deferral Compensation Plan. Any residual family medical and
dental benefits which the Executive was receiving on the Executive's date
of death shall continue to the family members the Executive had covered in
such medical and dental plans on such date.
13. Withholding. Polaroid may, to the extent required by law, withhold
applicable federal, state and local income and other taxes from any
payments due to Executive hereunder.
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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 supersedes the terms and conditions
set forth in the section of your letter of June 26, 1996 captioned
"Termination of Employment Following a Change in Control" and constitutes
the entire agreement between the parties except as expressly provided
herein. This Agreement may be changed only by a written agreement executed
by Polaroid and Executive. All other terms and conditions of your June 26,
1996 agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement on
the 10th day of July, 1997.
POLAROID CORPORATION
By /s/ XXXX X. XXXXXXXXX
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XXXX X. XXXXXXXXX
/s/ XXXXXXXX X. XXXXXX
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XXXXXXXX X. XXXXXX
Executive
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