CHANGE OF CONTROL AGREEMENT

Exhibit 10-K

CHANGE OF CONTROL AGREEMENT

BETWEEN

DANA CORPORATION

AND

PAUL E. MILLER

DATED MAY 3, 2004

TABLE OF CONTENTS

SECTION		PAGE
Recitals			1
1. OPERATION OF AGREEMENT; EMPLOYMENT AND TERM			1
2. POSITION AND DUTIES OF THE EXECUTIVE			2
(A) Position			2
(B) Duties			3
(C) Location Of Office			3
3. COMPENSATION			3
(A) Salary			3
(B) Additional Compensation			4
(C) Incentive, Stock And Savings Plans			4
(D) Retirement And Welfare Benefit Plans			4
(E) Expenses			5
(F) Fringe Benefits			5
(G) Office And Support Staff			5
(H) Vacation And Other Absences			5
(I) Benefits Shall Not Be Reduced Under Certain Circumstances			5
(J) Certain Retirement And Severance Definitions			6
4. TERMINATION OF EMPLOYMENT			6
(A) Death Or Disability			6
(B) Cause			7
(C) Good Reason			8
(D) Notice Of Termination			9
(E) Date Of Termination			9
5. OBLIGATIONS OF THE CORPORATION UPON TERMINATION			10
(A) Termination Other Than For Cause			10
(B) [intentionally left blank]			12
(C) Cause; Other Than For Good Reason			12
(D) Death Or Disability			12
(E) Resolution Of Disputes			13
(1) Right Of Election By Executive To Arbitrate Or Sue			13
(2) Third-Party Stakeholder			13
6. NON-EXCLUSIVITY OF RIGHTS			14
7. FULL SETTLEMENT			14
8. CERTAIN ADDITIONAL PAYMENTS BY THE CORPORATION			14
9. CONFIDENTIAL INFORMATION			17
10. COMPETITION			18
11. SUCCESSORS			19
12. CERTAIN DEFINITIONS			19
(A) Beneficiary			19
(B) Change Of Control			19
(C) Change Of Control Date			21
13. AMENDMENT OR MODIFICATION; WAIVER			21
14. MISCELLANEOUS			21
Exhibit A
Exhibit B

DEFINED TERMS

DEFINED TERMS A		SECTION		PAGE
Accounting Firm		8(B)		15
Accrued Obligations		5(A)(1)(c)		10
ACP		3(B)		4
Affiliate		2(A)(5)		2
Affiliated Companies		3(A)		3
Agreement		Introduction		1
Annual Base Salary		3(A)		3
Annual Bonus		3(B)		4
Beneficial Owner		12(B)		21
Beneficiary		12(A)		19
Board		3(A)		3
Business Combination		12(B)(3)		19
Cause		4(B)		7
Change of Control		12(B)		20
Change of Control Date		12(C)		21
COC Employment Period		1(B)		1
Code		8(B)		16
Competition		10(B)		18
Corporation		Introduction		1
		14(E)		22
Date of Termination		4(E)		9
Disability		4(A)(2)		6
Disability Effective Date		4(A)(2)		6
Exchange Act		12(B)		21
Excise Tax		8(F)(1)		17
Executive		Introduction		1
Good Reason		4(C)		8
Gross-Up Payment		8(A)		14
Incumbent Board		12(B)(2)		20
Notice of Termination		4(D)		9
Other Benefits		5(A)(5)		12
Parachute Value		8(F)(2)		17
Payment		8(F)(3)		17
Person		12(B)		21
Prior Voting Securities		12(B)(3)		20
Renewal Date		1(D)		1
Safe Harbor Amount		8(F)(4)		17

DEFINED TERMS		SECTION		PAGE
Service		3(J)(2)		6
Severance Compensation		3(J)(1)		6
Short-Term Award		3(B)		4
Spinoff		12(B)		20
Subsidiary		2(A)(5)		2
Terminal Date		1(A)		1
Termination		5(A)		10
Termination Period		5(A)(2)		10
Underpayment		8(B)		15
Value		8(F)(5)		17

     THIS CHANGE OF CONTROL AGREEMENT (the “Agreement”) made and entered into as of this 3rd day of May, 2004, by and between DANA CORPORATION, a Virginia corporation whose principal place of business is located at 4500 Dorr Street, Toledo, Ohio (the “Corporation”), and Paul E. Miller (the “Executive”);

     WHEREAS, the Executive is a principal executive officer of the Corporation and an integral part of its management; and

     WHEREAS, the Corporation wishes to assure both itself and the Executive of continuity of management in the event of any actual or threatened Change of Control of the Corporation; and

     WHEREAS, this Agreement is not intended to alter materially the compensation and benefits that the Executive could reasonably expect in the absence of a Change of Control of the Corporation, and, accordingly, this Agreement, though taking effect upon execution thereof, will be operative only upon a Change of Control of the Corporation, as that term is hereafter defined;

     NOW, THEREFORE, IN CONSIDERATION of the mutual promises, covenants and agreements set forth below, it is hereby agreed as follows:

     (A) This Agreement shall be effective immediately upon its execution by the parties hereto but, anything in this Agreement to the contrary notwithstanding, neither the Agreement nor any provision thereof, except for this Section 1(A), Section 1(D), Section 2(A)(2), Section 11, Section 12(B), Section 13, and Sections 14(A), (B), (C), (F), (N) and (O), shall be operative unless and until there has been a Change of Control of the Corporation, as defined in Section 12(B) below, prior to December 31, 2006 or such later date as shall result from the operation of Section 1(D) below (the “Terminal Date”) and while the Executive is in the employ of the Corporation. Upon such a Change of Control of the Corporation, this Agreement and all provisions thereof shall become operative immediately.

     (B) The Corporation hereby agrees to continue the employment of the Executive, and the Executive hereby agrees to remain in the employ of the Corporation, in accordance with the terms and provisions of this Agreement, for the period set forth below (the “COC Employment Period”).

     (C) The COC Employment Period under this Agreement shall commence on the date this Agreement becomes operative pursuant to the provisions of Sections 1(A) above and, subject only to the provisions of Section 4 below relating to termination of employment, shall continue until the third anniversary of a Change of Control of the Corporation.

     (D) Commencing on December 31, 2004, and on each anniversary of such date (such date and each such annual anniversary thereof, the “Renewal Date”), the Terminal Date set forth in Section 1(A) above shall be extended so as to occur three (3) years from the Renewal Date unless either party shall have given notice to the other party that the Terminal Date is not to be extended or further extended.

2. POSITION AND DUTIES OF THE EXECUTIVE .

(A) Position .

     (1) It is contemplated that during the COC Employment Period the Executive will continue to serve as a principal officer of the Corporation and as a member of its Board of Directors if serving as a member of the Board of Directors immediately prior to a Change of Control, as defined in Section 12(B) below, with the office(s) and title(s), reporting responsibility and duties and responsibilities of the Executive on the date of this Agreement, as the same may be changed from time to time after the date of this Agreement and prior to the date this Agreement becomes operative pursuant to the provisions of Section 1(A) above.

     (2) The office(s), title(s), reporting responsibility, duties and responsibilities of the Executive on the date of this Agreement, as the same may be changed from time to time after the date of this Agreement and prior to the date this Agreement becomes operative pursuant to the provisions of Section 1(A) above, shall be summarized in Exhibit A to this Agreement, it being understood and agreed that if, as when the office(s), title(s), reporting responsibility, duties and responsibilities of the Executive shall be changed prior to the date this Agreement becomes operative pursuant to the provisions of Section 1(A) above, Exhibit A shall be deemed to be and shall be updated by the parties to reflect such change; provided , however , that Exhibit A is intended only as memorandum for the convenience of the parties and shall be disregarded if and to the extent that, at the time this Agreement becomes operative, Exhibit A shall fail to reflect accurately the office(s), title(s), reporting responsibility, duties or responsibilities of the Executive at the time because the parties shall have failed to update Exhibit A as aforesaid after the last such change prior to the date this Agreement shall have become operative.

     (3) At all times during the COC Employment Period, the Executive shall hold a position of responsibility and importance and a position of scope, with the functions, duties and responsibilities attached thereto, at least equal in responsibility and importance and in scope to and commensurate with his position described in general terms above in this Section 2(A) and intended to be summarized in Exhibit A to this Agreement.

     (4) During the COC Employment Period the Executive shall, without compensation other than that herein provided, also serve and continue to serve, if and when elected and re-elected, as an officer or director, or both, of any United States Subsidiary, division or Affiliate of the Corporation.

     (5) For all purposes of this Agreement, (1) a “Subsidiary” shall mean a corporation or other entity, of which 50% or more of the voting securities or other equity interests is owned directly, or indirectly through one or more intermediaries, by the Corporation, and (2) an “Affiliate” shall mean a corporation or other entity which is not a Subsidiary and which directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Corporation. For the purpose of this definition, the terms “control”, “controls” and “controlled” mean the possession, direct or indirect, of the power to direct or cause the direction of the management and poli-

cies of a corporation or other entity, whether through the ownership of voting securities, by contract, or otherwise.

     (B)  Duties . Throughout the COC Employment Period the Executive shall devote his full time and undivided attention during normal business hours to the business and affairs of the Corporation except for reasonable vacations and except for illness or incapacity, but nothing in this Agreement shall preclude the Executive from devoting reasonable periods required for:

     (1) serving as a director or member of a committee or any organization involving no conflict of interest with the interests of the Corporation;

     (2) delivering lectures, fulfilling speaking engagements, teaching at educational institutions;

     (3) engaging in charitable and community activities; and

     (4) managing his personal investments;

provided , that such activities do not materially interfere with the regular performance of his duties and responsibilities under this Agreement.

     (C)  Location Of Office . During the COC Employment Period, the office of the Executive shall be located at the principal offices of the Corporation, within the greater Toledo, Ohio area, and the Executive shall not be required to locate his office elsewhere without his prior written consent, nor shall he be required to be absent therefrom on travel status or otherwise more than thirty (30%) of the working days in any calendar year nor for more than ten (10) consecutive days at any one time.

3. COMPENSATION .

     The Executive shall receive the following compensation for his services:

     (A)  Salary . So long as the Executive is employed by the Corporation, he shall be paid an annual base salary, payable not less often than monthly, at the rate of not less than $29,583.33 per month with such increases as shall be awarded from time to time in accordance with the Corporation’s regular administrative practices of other salary increases applicable to executives of the Corporation, subject to any and all required withholdings and deductions for Social Security, income taxes and the like (the “Annual Base Salary”). The Board of Directors of the Corporation (the “Board”) may from time to time direct such upward adjustments to Annual Base Salary as the Board deems to be necessary or desirable; provided , however , that during the COC Employment Period, the Annual Base Salary shall be reviewed at least annually and shall be increased at any time and from time to time but not less often than annually and shall be substantially consistent with increases in base salary generally awarded in the ordinary course of business to other senior executives of the Corporation and its “Affiliated Companies” (a term which, as used in this Agreement, shall mean a Subsidiary or Affiliate of the Corporation) and, in addition, shall be adjusted effective as of January lst of each calendar year commencing in the COC Employment Period to reflect increases in the cost of living during the preceding calendar year. Annual Base Salary shall not be reduced after any increase thereof pursuant to this Section 3(A).

Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation of the Corporation under this Agreement.

     (B)  Additional Compensation . So long as the Executive is employed by the Corporation, he shall be eligible to receive annual short-term incentive awards or bonuses (such award or bonus is hereinafter referred to as “Short-Term Award” or “Annual Bonus”) from the Dana Corporation Additional Compensation Plan, and from any successor or replacement plan (the Dana Corporation Additional Compensation Plan and such successor or replacement plans being referred to herein collectively as the “ACP”), in accordance with the terms thereof; provided , however , that, with respect to each fiscal year of the Corporation ending during the COC Employment Period, the Executive shall be awarded (whether under the terms of the ACP or otherwise) an Annual Bonus in an amount that shall not be less than sixty percent (60%) of his Annual Base Salary rate in effect on the last day of such fiscal year (which amount shall be prorated if such fiscal year shall be less than 12 months). Each Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the receipt of such Annual Bonus is deferred in accordance with the terms of the ACP.

     (C)  Incentive, Stock And Savings Plans . So long as the Executive is employed by the Corporation, he shall be and continue to be a full participant in the Dana Corporation Amended and Restated Stock Incentive Plan, the ACP (providing for Short-Term Awards) and in any and all other incentive, stock, savings, practices or policies in which executives of the Corporation participate that are in effect on the date hereof and that may hereafter be adopted, including, without limitation, any stock option, stock purchase or stock appreciation plans, or any successor plans that may be adopted by the Corporation with, except in the case of the ACP after the commencement of the COC Employment Period, at least the same reward opportunities, if any, that have heretofore been provided to the Executive. Nothing in this Agreement shall preclude improvement of reward opportunities in such plans or other plans in accordance with the practices in effect on the first day of the calendar month that this Agreement becomes operative. Any provision of the ACP or of this Agreement to the contrary notwithstanding, any Short-Term Awards made to the Executive (whether for services rendered prior to or after the date this Agreement becomes operative) shall be paid wholly in cash as soon as practicable after the awards are made.

     (D)  Retirement And Welfare Benefit Plans . The Executive, his dependents and Beneficiary, including, without limitation, any beneficiary applicable to the payment of benefits under the Supplemental Executive Retirement Plan for Paul Miller, shall be entitled to all payments and benefits and service credit for benefits during the COC Employment Period (1) under the Supplemental Executive Retirement Plan for Paul Miller and (2) to which other senior executives of the Corporation, their dependents and their beneficiaries are entitled under the terms of employee retirement and welfare benefit plans and practices of the Corporation, including, without limitation, the Corporation’s SavingsWorks Plan, its Stock Purchase Plan, its Income Protection Plan for Management and Certain Other Employees providing layoff and severance benefits, its 1989 and 1999 Restricted Stock Plans, its death benefit plans (consisting of its Group Insurance Plan for Management Employees providing life insurance, accidental death and dismemberment insurance, and travel accident insurance), its disability benefit plans (consisting of its salary continuation, sickness and accident and long-term disability benefits programs), its medical, dental and health and welfare plans and other present or equivalent successor plans and practices of the

Corporation, its Subsidiaries and divisions, for which officers, their dependents and beneficiaries, are eligible, and to all payments or other benefits under any such plan or practice subsequent to the COC Employment Period as a result of participation in such plan or practice during the COC Employment Period.

     (E)  Expenses . So long as the Executive is employed by the Corporation, he shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the polices, practices and procedures of the Corporation and its Affiliated Companies from time to time in effect, commensurate with his position and on a basis at least comparable to that of other senior executives of the Corporation.

     (F)  Fringe Benefits . So long as the Executive is employed by the Corporation, he shall be entitled to fringe benefits, including, without limitation, the business and personal use of an automobile, and payment or reimbursement of club initiation fees and dues, in accordance with the plans, practices, programs and policies of the Corporation and its Affiliated Companies from time to time in effect, commensurate with his position and at least comparable to those received by other senior executives of the Corporation.

     (G)  Office And Support Staff . So long as the Executive is employed by the Corporation, he shall be entitled to an office or offices of a size and with furnishings and other appointments, and to exclusive personal secretarial and other assistance, commensurate with his position and at least comparable to those received by other senior executives of the Corporation.

     (H)  Vacation And Other Absences . So long as the Executive is employed by the Corporation, he shall be entitled to paid vacation and such other paid absences whether for holidays, illness, personal time or any similar purposes, in accordance with the plans, policies, programs and practices of the Corporation and its Affiliated Companies in effect from time to time, commensurate with his position and at least comparable to those received by other senior executives of the Corporation.

     (I)  Benefits Shall Not Be Reduced Under Certain Circumstances . Nothing in this Agreement shall preclude the Corporation from amending or terminating any employee benefit or welfare plan or practice, but, it being the intent of the parties that the Executive shall continue to be entitled during the COC Employment Period to perquisites as set forth in this Section 3 and to benefits and service credit for benefits under Section 3(D) above at least equal to those attached to his position on the date of this Agreement, and except as provided in the last sentence of this Section 3(I), nothing in this Agreement shall operate or be construed to reduce, or authorize a reduction without the Executive’s written consent in, the level of such perquisites, benefits or service credit for benefits; in the event of any such reduction, by amendment or termination of any plan or practice or otherwise, the Executive, his dependents and Beneficiary, shall continue to be entitled to perquisites, benefits and service credit for benefits at least equal to the perquisites, benefits and service credit for benefits under such plans or practices that he or his dependents and Beneficiary would have received if such reduction had not taken place. If and to the extent that such perquisites, benefits and service credits are not payable or provided under any such plans or practices by reason of such amendment or termination thereof, the Corporation itself shall pay or provide therefor. Notwithstanding the foregoing provisions of this Section 3(I), the Executive hereby waives the benefit of the foregoing minimum benefit protection only as it

applies to the Dana Corporation SavingsWorks Plan, and to its medical, dental and health plans. The Executive expressly does not waive the application of the foregoing minimum benefit protection to any of the other benefit plans, programs or practices enumerated in Section 3 above, including, without limitation, the Supplemental Executive Retirement Plan for Paul Miller, the Corporation’s death benefit plans, its disability benefit plans, and its Income Protection Plan for Management and Certain Other Employees. The Executive reserves the right to cancel the above waiver, prospectively, at any future time by giving written notice to the Corporation of such cancellation. Nothing in this Section 3(I) shall be construed to prohibit the Corporation from amending or terminating any employee benefit or welfare plan or practice to reduce benefits, so long as such reduction applies to all salaried Corporation employees covered by such plan or practice equally and such reduction is adopted prior to the Change of Control Date.

     (J)  Certain Retirement And Severance Definitions .

     (1) The term “Severance Compensation” shall mean the sum of (1) one-twelfth (1/12) of the Annual Base Salary provided in Section 3(A) at the rate being paid at the time the Executive’s termination of employment occurred, and (2) one-twelfth (1/12) of the greater of (x) the average of the highest Annual Bonuses payable to the Executive for any three (3) consecutive full or partial fiscal years during his employment by the Corporation or (y) the Executive’s target annual bonus (currently 60%) in effect under the ACP as of the Date of Termination (which, for purposes of this Section 3(J) and notwithstanding any reduction following the Change of Control Date, shall not be less than the Executive’s target annual bonus as of immediately prior to the Change of Control Date).

     (2) The term “Service” shall mean employment as an employee by the Corporation, any Subsidiary or Affiliate thereof or any corporation the capital stock or assets of which have been acquired by, or which has been merged into or consolidated with the Corporation or any Subsidiary or Affiliate thereof.

4. TERMINATION OF EMPLOYMENT .

     (A)  Death Or Disability .

     (1) The Executive’s employment shall terminate automatically upon the Executive’s death during the COC Employment Period.

     (2) If the Corporation determines in good faith that the Disability (as defined below) of the Executive has occurred during the COC Employment Period, it may give to the Executive written notice in accordance with Section 14(B) below of its intention to terminate the Executive’s employment. In such event, the COC Employment Period shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided , that within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, “Disability” shall mean the absence of the Executive from the Executive’s duties with the Corporation on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined

to be total and permanent by a physician selected by the Corporation or its insurers and acceptable to the Executive or the Executive’s legal representative (such agreement as to acceptability not to be withheld unreasonably).

     (B)  Cause . The Corporation may terminate the Executive’s employment during the COC Employment Period for Cause. For purposes of this Agreement, the termination of the Executive’s employment shall be deemed to have been for “Cause” only

     (1) if termination of his employment shall have been the result of his conviction of, or plea of guilty or nolo contendere to, the charge of having committed a felony (whether or not such conviction is later reversed for any reason), or

     (2) if there has been a breach by the Executive during the COC Employment Period of the provisions of Section 2(B), relating to the time to be devoted to the affairs of the Corporation, or of Section 9, relating to confidential information, and such breach results in demonstrably material injury to the Corporation, and, with respect to any alleged breach of Section 2(B) hereof, the Executive shall have either failed to remedy such alleged breach within thirty days from his receipt of written notice from the Secretary of the Corporation pursuant to resolution duly adopted by the Board of Directors of the Corporation after notice to the Executive and an opportunity to be heard demanding that he remedy such alleged breach, or shall have failed to take all reasonable steps to that end during such thirty-day period and thereafter;

provided , that there shall have been delivered to the Executive a certified copy of a resolution of the Board of Directors of the Corporation adopted by the affirmative vote of not less than three-fourths of the entire membership of the Board of Directors called and held for that purpose and at which the Executive was given an opportunity to be heard, finding that the Executive was guilty of conduct set forth in subparagraph (1) or (2) above, specifying the particulars thereof in detail.

     Anything in this Section 4(B) or elsewhere in this Agreement to the contrary notwithstanding, the employment of the Executive shall in no event be considered to have been terminated by the Corporation for Cause if termination of his employment took place

(1) as the result of bad judgment or negligence on the part of the Executive, or

(2) because of an act or omission believed by the Executive in good faith to have been in or not opposed to the interests of the Corporation, or

(3) for any act or omission in respect of which a determination could properly be made that the Executive met the applicable standard of conduct prescribed for indemnification or reimbursement or payment of expenses under (A) the Bylaws of the Corporation, or (B) the laws of the State of Virginia, or (C) the directors’ and officers’ liability insurance of the Corporation, in each case either

as in effect at the time of this Agreement or in effect at the time of such act or omission, or

(4) as the result of an act or omission which occurred more than twelve calendar months prior to the Executive’s having been given notice of the termination of his employment for such act or omission unless the commission of such act or such omission could not at the time of such commission or omission have been known to a member of the Board of Directors of the Corporation (other than the Executive, if he is then a member of the Board of Directors), in which case more than twelve calendar months from the date that the commission of such act or such omission was or could reasonably have been so known, or

(5) as the result of a continuing course of action which commenced and was or could reasonably have been known to a member of the Board of Directors of the Corporation (other than the Executive, if he is then a member of the Board of Directors) more than twelve calendar months prior to notice having been given to the Executive of the termination of his employment.

     (C)  Good Reason . The Executive may terminate his employment during the COC Employment Period for Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence (without the Executive’s express written consent) of any of the following events, unless in the case of any act or failure to act described in clauses (1), (2), (3), (4) or (5) below, such act or failure to act is corrected by the Corporation within 30 days after receipt by the Corporation of written notice from the Executive in respect of such event:

     (1) Failure to elect or reelect the Executive to the Board of Directors of the Corporation, if the Executive shall have been a member of the Board of Directors on the date of this Agreement or at any time thereafter during the COC Employment Period, or a substantial diminution in the Executive’s title(s) or office(s) described in Section 2(A) above and intended to be summarized in Exhibit A to this Agreement, or the removal of Executive from any such positions.

     (2) A material change or diminution in the position, duties, responsibilities or status of the Executive that is adversely inconsistent with the position, duties, responsibilities or status attached to the position described in Section 2 above and intended to be summarized in Exhibit A to this Agreement.

     (3) The Executive’s compensation, annual bonus opportunity or benefit entitlements as in effect immediately prior to the Change of Control or as increased following the Change of Control are reduced.

     (4) A breach by the Corporation of any provision of this Agreement not embraced within the foregoing clauses (1), (2) and (3) of this Section 4(C).

     (5) The liquidation, dissolution, consolidation or merger of the Corporation or transfer of all or a significant portion of its assets unless a successor or successors (by merger, consolidation or otherwise) to which all or a significant portion of its assets have been transferred shall have assumed all duties and obligations of the Corporation under this Agreement but without releasing the corporation that is the original party to this Agreement;

provided , that in any event set forth in this Section 4(C), the Executive shall have elected to terminate his employment under this Agreement, upon not less than ten and not more than ninety days’ advance written notice to the Corporation, attention of the Secretary, given, except in the case of a continuing breach, within three calendar months after (A) failure to be so elected or reelected, or removal, (B) expiration of the 30-day cure period with respect to such event, or (C) the closing date of such liquidation, dissolution, consolidation, merger or transfer of assets, as the case may be. The Executive’s mental or physical incapacity following the occurrence of an event described above in clauses (1) through (5) shall not affect the Executive’s ability to terminate employment for Good Reason.

     An election by the Executive to terminate his employment for Good Reason under the provisions of this Section 4(C) shall not be deemed a voluntary termination of employment by the Executive for the purpose of this Agreement or any plan or practice of the Corporation.

     (D)  Notice Of Termination . Any termination by the Corporation for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 14(B) below. For purposes of this Agreement, a “Notice of Termination” means a written notice which

     (1) indicates the specific termination provision in this Agreement relied upon,

     (2) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and

     (3) if the Date of Termination (as defined in Section 4(E) below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than fifteen days after the giving of such notice).

     (E)  Date Of Termination . “Date of Termination” means

     (1) if the Executive’s employment is terminated by the Corporation for Cause, or by the Executive for Good Reason, the later of (a) the date of receipt of the Notice of Termination or any later date specified therein, as the case may be or (b) the end of any applicable 30-day cure period described in Section 4(C),

     (2) if the Executive’s employment is terminated by the Corporation other than for Cause or Disability, the Date of Termination shall be the date on which the Corporation notifies the Executive of such termination and

     (3) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be.

5. OBLIGATIONS OF THE CORPORATION UPON TERMINATION .

     (A)  Termination Other Than For Cause . If, during the COC Employment Period, the Corporation shall terminate the Executive’s employment other than for Cause or the Executive shall terminate his employment following a Change of Control for Good Reason (termination in any such case referred to as “Termination”) and subject to the Executive entering into and not revoking a release (unless the Corporation determines not to request such release) substantially in the form set forth as Exhibit B hereto:

     (1) the Corporation shall pay the Executive in a lump sum in cash within 30 days after the Date of Termination the sum of

	(a)		the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid,
	(b)		to the extent that the Annual Bonus has not been paid to the Executive in respect of the fiscal year in which the Date of Termination occurs, the product of (x) the Executive’s target annual bonus in effect under the ACP as of the Date of Termination (which, for purposes of Section 3(J) and notwithstanding any reduction following the Change of Control Date, shall not be less than the Executive’s target annual bonus as of immediately prior to the Change of Control Date) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, and
	(c)		any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay