Contents:
Employment Agreement - EDWARD F. VOBORIL (1/25/1997)
Change of Control Agreement (12/17/2001)
 
 
EMPLOYMENT AGREEMENT
 
                  THIS AGREEMENT is made by and between WILSON GREATBATCH LTD.,
a New York corporation, with an office at 10,000 Wehrle Drive, Clarence, New
York 14031 (the "Corporation") and EDWARD F. VOBORIL, residing at 33 Four Winds
Way, Snyder, New York 14226 (the "Executive").
 
                  INTRODUCTORY STATEMENT. The Executive has previously served as
President and Chief Executive Officer of the Corporation under an employment
agreement dated January 1, 1992 and a written extension thereof dated January
25, 1997. After all payments are made under tacit agreement and extension, that
agreement and extension are cancelled and superseded in their entirety by this
Agreement, and this Agreement satisfies the condition of Section 7.5(f) of the
Stock Purchase Agreement between WGL Holdings, Inc. and the Corporation (the
"Stock Purchase Agreement"). The Corporation desires to secure the future
services of the Executive as President, Chief Executive Officer, and Chairman of
the Board of the Corporation, and the Executive desires to accept such
employment upon the terms and conditions contained in this Agreement. Therefore,
in consideration of the mutual covenants and agreements contained in this
Agreement, the parties agree as follows:
 
                  1.       TERM OF EMPLOYMENT.
                           ------------------
 
                  1.1 INITIAL TERM. Subject to the terms and conditions, set
forth in this Agreement, the Corporation hereby agrees to employ the Executive
for a period beginning on the Effective Date of this Agreement and ending on
June 30, 2000, or until earlier terminated as provided herein.
 
                  1.2 EFFECTIVE DATE. Fur purposes of this Agreement, the term
"Effective Date" shall mean the Closing Date (as defined in the Stock Purchase
Agreement). It is the intention of the parties that this Agreement be executed
prior to the Closing Date (as defined, in the Stock Purchase Agreement), and be
held in escrow and become effective upon
 
 
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                                      -2-
 
consummation of the transaction described in the Stock Purchase Agreement (the
"Acquisition"), and the Executive's acquisition of 285,000 shares of common
stock of WGL Holdings, Inc. for an aggregate purchase price of $285,000
simultaneous with such consummation. The parties agree that the Corporation
shall implement an equity plan for benefit of the Executive and other members of
the Corporation's management on the terms outlined in Exhibit A, which shall be
attached hereto and made a part hereof.
 
                  1.3 EXTENSIONS. The Agreement shall be automatically extended
for additional one-year periods beyond the existing term of the Agreement
(subject to written modifications acceptable to both parties), unless either the
Corporation or the Executive gives timely notice to the other party that the
term of the Agreement shall not be so extended. Notice under this Section,
whether given by the Corporation or the Executive, shall be given in writing and
must be delivered not later than twelve (12) months prior to the date (including
extensions) the Agreement would otherwise terminate.
 
                  2.       EMPLOYMENT; DUTIES.
                           ------------------
 
                  Subject to the formal election by the Board of Directors
in the exercise of its judgment, the Corporation does hereby employ the
Executive, and the Executive does hereby accept employment by the Corporation,
as President, Chief Executive Officer, and Chairman of the Board of the
Corporation. As an executive officer of the Corporation, the Executive shall
perform his duties and discharge his responsibilities in accordance with the
by-laws of the Corporation and as the Board of Directors of the Corporation
shall from time to time reasonably direct recognizing the nature and scope of
the Executive's employment. Subject to yearly election by the Board of
Directors, it is contemplated that the Executive will continue to be elected to
the position of President, Chief Executive Officer, and Chairman of the Board of
the Corporation during the term of this Agreement.
 
 
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                                      -3-
 
                  The Executive agrees to perform his duties and discharge his
responsibilities in a faithful manner and to the best of his ability. The
Executive agrees to devote his full business time and attention to the
supervision and conduct of the business and affairs of the Corporation and to
faithfully and to the best of his ability promote the interests of the
Corporation. The Executive further agrees that he will engage in no outside
business concerns or activities, and shall not accept other gainful employment,
without the Corporation's written consent. The Corporation hereby acknowledges
and consents to the Executive continuing as a Member of the Board of Directors
of Analogic, Inc. and a Member of the Board of Directors and other membership
related activities of HIMA and HCIA.
 
                  3.       COMPENSATION AND OTHER BENEFITS.
                           -------------------------------
 
                  3.1 BASE SALARY. So long as the Executive is employed by the
Corporation pursuant to this Agreement, the Corporation agrees that the
Executive shall receive a base salary earned and payable in bi-weekly
installments. As of the Effective Date of this Agreement, the base salary is
$285,000 per year.
 
                  The Compensation Committee of the Board of Directors (the
"Compensation Committee"), with the concurrence of the Board of Directors, shall
in good faith review the performance and salary of the Executive on an annual
basis, and shall consider appropriate increases in such salary based on the
successful achievement of agreed upon operating objectives. Such review shall be
made as soon as practicable after the audited financial statements of the
Corporation for the past year are available, and any salary increase authorized
by the Compensation Committee shall be effective at the time specified by the
Committee.
 
 
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                                      -4-
 
                  Notwithstanding the foregoing, for years after 1997, the
Executive's base salary may, at the discretion of the Compensation Committee of
the Board of Directors, be increased annually by an amount that is at least
equal to the cost of living increase as determined by the Compensation
Committee.
 
                  3.2 ANNUAL BONUS. For each year, including 1997, the Executive
shall be entitled to a bonus targeted at 75% of the base salary paid to the
Executive under this Agreement during the year if the Corporation achieves the
target earnings before income tax, depreciation and amortization ("Target
EBITDA"). The annual Target EBITDA shall be determined for all years, including
1997, by agreement between the Executive and the Compensation Committee. The
Target EBITDA for each year generally shall be as reflected in the annual budget
of the Corporation.
 
                  For purposes of computing and paying the annual bonus, the
following rules, shall apply:
 
                       (a) FLOOR EBITDA. In addition to the annual Target
EBITDA, the Executive and the Compensation Committee shall agree upon the
minimum amount of earnings before income tax, depreciation and amortization
("Floor EBITDA") required for the Executive to receive any annual bonus for the
year. The Floor EBITDA for each year generally shall be as reflected in the
annual budget of the Corporation.
 
                       (b) DETERMINING TARGET AND FLOOR EBITDAS. The Target and
Floor EBITDAs agreed upon by the parties shall be determined after deducting all
profit sharing and compensation payments, including payment of the Executive's
bonus payment due under this Agreement. The Target and Floor EBITDAs for any
year shall be further adjusted for any future recapitalization, stock split,
merger or acquisition, or any other unusual or extraordinary item that would
require adjustment of the EBITDA. For purposes of
 
 
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                                      -5-
 
calculating the annual bonus, (1) all calculations shall be based on the annual
audited financial statements of the Corporation, (ii) all items shall be
classified consistently from year to year and from target amounts to actual
amounts, and (iii) the Compensation Committee shall make appropriate adjustments
for extraordinary items as described above.
 
                       (c) EBITDA CALCULATIONS. For purposes of the 1997 annual
bonus, the 1997 Target and Floor EBITDAs for the 1997 year, as defined in (h)
below, shall be determined in good faith by agreement of the parties to this
Agreement and such determination shall be made by disregarding all items related
to the Acquisition, including without limitation, change-in-control payments and
any other one-time or other extraordinary compensation amounts payable to the
Executive and others in connection with the Acquisition.
 
                       (d) BONUS AMOUNT. If the Floor EBITDA for any year is
achieved, the annual bonus will equal 50% of actual base salary paid to the
Executive under this Agreement for such year. If the Target EBITDA for any year
is achieved, the annual bonus will equal 75% of base  salary paid to the
Executive under this Agreement for such year. If the actual EBITDA for the year
in greater than the Floor EBITDA, but less than the Target EBITDA for the year
the annual bonus amount for such year will be extrapolated accordingly. If the
actual EBITDA for the year is less than the Floor EBITDA, the Executive shall
not receive any annual bonus for such year. If the actual EBITDA for the Year is
greater than the Target EBITDA, then the annual bonus amount will be increased
from 75% of base salary by one percent of base salary for each $100,000 by which
the actual EBITDA is greater than the Target EBITDA.
 
                  Notwithstanding the foregoing, the bonus amount for the 1997
year shall be determined by taking into account only that base salary paid to
the Executive under this Agreement during the 1997 year.
 
 
<PAGE>
 
                                      -6-
 
                       (e) COMPUTATION OF BONUS AMOUNT. Computation of the
annual bonus shall be made by the Compensation Committee. The determination of
the Compensation Committee shall be final and conclusive.
 
                       (f) TIME OF BONUS PAYMENT. The annual bonus shall be paid
to the Executive within 30 calendar days after the receipt of the annual audited
financial statements of the Corporation.
 
 
                       (g) FORM OF BONUS PAYMENT. The annual bonus shall be paid
to the Executive in the form of a lump sum payment. The Executive, however,
shall have the option to defer payment of all or a portion of the annual bonus
by entering into a written deferral agreement prior to the date the annual bonus
is payable. Any annual bonus, or portion thereof, that is deferred by the
Executive shall be contributed to, and held in, a rabbi trust established by the
Corporation. The Corporation shall reasonably agree to the terms and conditions
for the deferred payment of the annual bonuses. Such terms and conditions,
including the length of the deferral and the method of paying the deferred
amounts, shall be set forth in a deferral agreement executed by the Executive
and the Corporation. To the extent permitted by law, the assets of the rabbi
trust shall be invested at the discretion of the Executive, and may not be
invested in stock of the Corporation.
 
                       (h) YEAR. For purposes of this Section, the term "year"
means the calendar year. Notwithstanding the preceding, the "1997 year" shall be
the period beginning on the Effective Date and ending on December 31, 1997.
 
                  3.3 OTHER BENEFITS. During the term of the Executive's
employment under this Agreement, the Executive shall receive the fringe benefits
provided for the executive officers of the Corporation that may be authorized
from time to time by the Board of
 
 
<PAGE>
                                      -7-
 
Directors of the Corporation in its sole discretion, including, but not limited
to, the following:
 
                       (a) LIFE INSURANCE. The Corporation shall provide and
maintain, at the Corporation's sole expense, term life insurance with a total
face value of not less than $250,000 on the life of the Executive. The death
beneficiary with respect to such term life insurance shall be the person
designated by the Executive in his sole discretion. This amount includes (and is
not in addition to) any insurance that may be provided generally to executive
officers. The Corporation will also endeavor to obtain from the life insurance
carrier the option to purchase, at the Executive's sole option and expense,
supplemental life insurance coverage or life insurance covering his dependents
at favorable rates to be determined in advance by the carrier.
 
                       (b) FINANCIAL PLANNER. Every year, including 1997, the
Corporation shall reimburse the Executive for the reasonable fees and expenses,
not to exceed $5,000, for services rendered by a financial planner selected by
the Executive, in his sole discretion. In addition to any reimbursements
payable to the Executive under this paragraph, the Executive shall receive an
additional payment (a "Gross-Up Payment") in an amount such that after Payment
by the Executive of all taxes imposed on the reimbursement and the Gross-Up
Payment, the Executive retains an amount of the reimbursement and Gross-Up
Payment equal to the reimbursement payable to the Executive under this
paragraph.
 
                       (c) AUTOMOBILE. The Corporation shall pay the costs of
leasing to the Executive a Ford Expedition equipped with all options and
features selected by the Executive, including the Eddie Bauer options package,
or, at the Executive's option, the equivalent thereof. In addition, the
Executive shall have the right of first refusal to purchase the vehicle for the
buy-out price stated in the lease at the end of the three-year term.
 
 
<PAGE>
 
                                      -8-
 
                       (d) VACATION. The Executive shall be entitled to a total
of 160 hours of vacation in each calendar year, at such times as shall be agreed
upon by the Corporation and the Executive and subject to the Corporation's
generally applicable procedures on carryover and accrual. These hours include
(and are not in addition to) any vacation time that may be provided generally to
executive officers.
 
                       (e) DISABILITY. The Corporation shall reimburse the
Executive for any premiums paid by the Executive, whether for an individual or
group Policy maintained by the Corporation or for an individual policy selected
and maintained by the Executive or a combination thereof, for disability
insurance that provides the Executive with after-tax disability income equal to
50% of his base salary in effect at the time of a disability. In addition to
any reimbursement payable to the Executive under this paragraph, the Executive
shall receive a Gross-Up Payment, the amount of which shall be determined in the
same manner as described in paragraph (b). Notwithstanding the foregoing, (1)
the Corporation shall not be required to reimburse the Executive for any
premiums paid by the Executive with respect to any disability insurance policy
purchased after the Effective Date, unless (i) the Executive passes any physical
examination required for such policy, and (ii) such policy provides for "any
occupation coverage," and (2) the Corporation shall reimburse the Executive, in
the case of any Executive-maintained policy described above, only to the extent
of premiums related to an amount equal to (i) the after-tax 50% level described
above less (ii) the after-tax percentage level provided in a policy or policies
maintained by the Corporation.
 
                  3.4 WITHHOLDING. The Corporation shall deduct or withhold from
salary payments, and from all other payments made to the Executive pursuant to
this Agreement, all amounts which may be required to be deducted or withheld
under any applicable law now in effect or which may become effective during the
term of this Agreement (including but not limited to Social Security
contributions and income tax withholdings).
 
 
<PAGE>
 
                                      -9-
 
                  4.       REIMBURSEMENT FOR EXPENSES.
                           --------------------------
 
                  The Corporation shall reimburse the Executive for expenses
which the Executive may from time to time reasonably incur on behalf of and at
the request of the Corporation in the performance of his responsibilities and
duties under this Agreement, provided that the Executive shall be expected to
exercise reasonable and prudent expense control practices which are subject to
audit by a designated representative of the Compensation Committee.
 
                  5.       DEATH OR PERMANENT DISABILITY OF EXECUTIVE.
                           ------------------------------------------
 
                  5.1 BENEFITS. If the Executive dies or becomes permanently
disabled during the term of this Agreement, the Corporation shall pay to the
Executive's spouse, if surviving, or legal representatives, in the case of the
Executive's death, or to the Executive, in the case of the Executive's permanent
disability, the following compensation and benefits:
 
                       (a) SALARY CONTINUATION. The Corporation shall continue
to pay the base salary at the same rate and in the same manner as in effect at
the time the Executive dies or becomes permanently disabled, for the balance of
the term of this Agreement (including any one-year extensions under Section 1.3
that have commenced at the time of such death or disability). If the Executive
dies after becoming permanently disabled and while payments are being made under
this subsection, the remaining payments shall be made to the Executive's spouse,
if surviving, or legal representatives.
 
                       (b) ANNUAL BONUS. The annual bonus payable pursuant to
Section 3.2 shall be calculated at the end of the year in which the Executive
dies or becomes permanently disabled, as the case may be, and a fraction of such
bonus shall be payable to the Executive's spouse, if surviving, or legal
representatives in, the case of the Executive's
 
 
<PAGE>
 
                                      -10-
 
death, or to the Executive, in the case of the Executive becoming permanently
disabled. For purposes of this paragraph, the fraction generally shall be
determined using a numerator equal to the number of days that elapse from, and
including, January 1 of the year in which the Executive dies or becomes
permanently disabled until, and including, the date of death or such disability,
as the case may be, and a denominator equal to 365. If the Executive dies or is
permanently disabled during the 1997 year, the numerator shall be equal to the
number of days that elapse from, and including, the Effective Date until, and
including, the date of such death or disability, and the denominator shall be
equal to the number of days in the 1997 year.
 
                       (c) STOCK OPTIONS/CORPORATION STOCK. Any and all stock
options granted to the Executive with respect to which he is not yet vested on
the date he dies or becomes permanently disabled, as the case may be, shall be
forfeited and canceled. If the Executive dies or becomes permanently disabled
prior to a Qualified IPO, for a period of twelve (12) months after such death or
disability, the Corporation shall have the right, but not the obligation, to
purchase (i) any and all shares of capital stock of the Corporation, owned or
previously owned by the Executive or his assignee, and (ii) any and all stock
options granted to the Executive in which he is vested on the date he dies or
becomes permanently disabled, at the Fair Market Value for such shares or
options on the date the Executive dies or becomes permanently disabled.
 
                  5.2 "PERMANENTLY DISABLED." For purposes of this Agreement,
the Executive shall be "permanently disabled" if he is determined to be
permanently disabled for Purposes of any disability insurance policy maintained
by the Corporation that covers the Executive. If the Corporation maintains no
such policy, the Executive shall be "permanently disabled" if he has a
disability because of which the Executive is physically or mentally unable to
substantially perform his regular duties as President, Chief Executive Officer
or Chairman of the Board of the Corporation for a sufficiently long period of
time such that the
 
 
<PAGE>
 
                                      -11-
 
business of the Corporation could be materially adversely affected. Any question
as to the existence, extent or potentiality of disability of the Executive upon
which the Executive and the Corporation cannot agree shall be determined by a
qualified independent physician jointly selected by the Executive and the
Corporation (or if the Executive is unable to make such a selection, it shall be
made by an adult member of his immediate family). The determination of such
physician, made in writing to the Corporation and to the Executive, shall be
final and conclusive for all purposes of this Agreement. In the event the
Executive is permanently disabled, the Executive shall cease to be employed on
the last day of the month in which the Executive's disability is determined by
written agreement of the Executive and the Corporation, or the written
determination of a physician, as the case may be.
 
                  6.       TERMINATION OF EMPLOYMENT.
                           -------------------------
 
                  6.1 TERMINATION WITHOUT CAUSE. If, at any time prior to
termination of this Agreement other than for cause (as defined in Section 6.4),
the Corporation terminates the Executive's employment, the Corporation shall
provide the Executive with the following payments and benefits:
 
                       (a) SALARY. A lump sum payment, within thirty (30) days
of such termination, in an amount equal to the greater of (i) $285,000, or (ii)
the Executive's annual base salary in effect under Section 3.1 on the date of
his termination.
 
                       (b) ANNUAL BONUS. An annual bonus for the calendar year
in which termination occurs in an amount equal to 75% of the Executive's base
salary in effect at the time of termination, payable without regard to the
actual performance of the Corporation for that year, and  payable following the
end of such year the time it would normally be paid.
 
 
<PAGE>
 
                                      -12-
 
                       (c) OPTIONS/CORPORATION STOCK. Any and all stock options
granted to the Executive with respect to which he is not yet vested on the date
of his termination under this Section shall be forfeited and canceled (except
that if such termination occurs during the initial term of employment ending
June 30, 2000, any remaining performance options shall be vested (without regard
to any Super Performance options, which will be canceled) in the same proportion
that options theretofore subject to vesting have actually been vested, up to
100% thereof annually).
 
                  If the termination occurs prior to a Qualified IPO, for a
period of twelve (12) months after the date of the Executive's termination, the
Corporation shall have the right, and the Executive shall have the right to
require the Corporation, to purchase from the Executive (i) all shares of
capital stock of the Corporation owned or previously owned by the Executive or
his assignee, and (ii) any and all stock options granted to the Executive with
respect to which he is vested on the date of his termination (including without
limitation those options vested in connection with the termination), at the Fair
Market Value for such shares and options. If the Corporation exercises its right
to purchase such shares and options from the Executive, the purchase price shall
be paid to the Executive in a single lump sum cash payment. If the Executive
exercises his right to require the Corporation to purchase such shares and
options, payment shall be made in three equal annual installments on the first,
second and third anniversaries of the Executive's termination.
 
                  6.2      TERMINATION WITH GOOD REASON.
 
                       (a) REDUCTION IN DUTIES/COMPENSATION. The Corporation
shall not significantly reduce the scope of the Executive's duties under the
Agreement, materially diminish the Executive's title, significantly reduce the
total potential compensation under the Agreement, including, without limitation,
fringe benefits and payments at death, or require the Executive to relocate to a
location where the Corporation currently does not have, or is
 
 
<PAGE>
 
                                      -13-
 
not currently discussing or contemplating building or placing a facility (each
such event a "Reduction Event"). The Executive at any time during the six (6)
month period following a Reduction Event may voluntarily terminate his
employment and receive the payments and benefits described in paragraph (c)
below.
 
                       (b) MATERIAL BREACH BY THE CORPORATION. If there is a
material breach by the Corporation of this Agreement which the Corporation fails
to cure within 30 days after its receipt of written notice thereof, the
Executive at anytime during the six (6) month period following the end of such
30-day period may voluntarily terminate his employment and receive the payments
and benefits described in paragraph (c) below.
 
                       (c) BENEFITS. If the Executive terminates his employment
under this Section, the Corporation shall provide the Executive with the
following payments and benefits:
 
                            (1) SALARY. A lump sum payment, within thirty (30)
days of such termination, in an amount equal to the greater of (i) $285,000 or
(ii) the Executive's annual base salary in effect under Section 3.1 on the date
of his termination.
 
                            (2) ANNUAL BONUS. The annual bonus payable pursuant
to Section 3.2 shall be calculated at the end of the year in which the Reduction
Event occurs, and a fraction of such bonus shall be payable to the Executive.
For purposes of this subparagraph, the fraction shall be determined using a
numerator equal to the number of days that elapse from, and including, January 1
of the year in which the Reduction Event occurs until, and including, the day of
such Reduction Event, and a denominator equal to 365. No annual bonus shall be
payable to the Executive for any year commencing after a Reduction Event.
 
 
<PAGE>
 
                                      -14-
 
                            (3) OPTIONS/CORPORATION STOCK. With respect to any
and all capital stock of the Corporation owned or previously owned by the
Executive or his assignee, and any and all stock options granted to the
Executive, the Corporation and the Executive shall have the same rights and
obligations as described in Section 6.1 (c).
 
                  6.3      CHANGE IN CONTROL.
                           -----------------
 
                         (a) IN GENERAL. If the Executive's employment is
terminated (except for a termination for cause under Section 6.4) within six (6)
months prior to or twelve (12) months following a Change in Control, the
Corporation shall provide the Executive with the following payments and
benefits;
 
                            (1) SALARY. A lump sum payment, within thirty (30)
days of such termination, in an amount equal to the Executive's annual base
salary in effect under Section 3.1 on the date of such termination.
 
                            (2) ANNUAL BONUS. An annual bonus for the calendar
year in which termination occurs in an amount equal to 75% of the Executive's
base salary in effect at the time of termination, payable without regard to the
actual performance of the Corporation for that year, and payable following the
end of such year at the time it would normally be paid.
 
                            (3) CORPORATION STOCK. The Executive shall be fully
vested in any and all performance stock options (provided that Super Performance
options shall continue to be outstanding pursuant to their terms) granted to the
Executive. The Executive shall have the right to exercise all unexercised
options, including those options vested in connection with such termination, for
a period of not less than twelve (12) months commencing on the date of the
Executive's termination under this Section.
 
 
<PAGE>
 
                                      -15-
 
                  If the termination under this Section occurs prior to a
Qualified IPO, the Executive, for a period of twelve months following the date
of termination, shall have the right, but not the obligation, to require the
Corporation to purchase, for cash payable at the time of the sale, (i) all
shares of capital stock of the Corporation owned or previously owned by the
Executive or his assignee, and (ii) any and all stock options granted to the
Executive with respect to all of which he is vested at the time of his
termination (including without limitation those options vested in connection
with the termination), at the Fair Market Value for such shares and options,
provided, that all performance options (but not Super Performance options) shall
be vested upon the Executive's termination under this Section.
 
                         (b) DEFINITION. For purposes of this Agreement, the
term "Change in Control" shall mean any of the following events:
 
                            (i) All or substantially all of the assets of the
          Corporation are sold as an entirety to any person or entity or group
          (within the meaning of Rule 13d-5 under the Exchange Act and Sections
          13(d) and 14(d) of the Exchange Act (a "Group")) other than a Group
          including WGL Holdings, Inc. or its affiliates or related parties,
 
                            (ii) The stockholders of the Corporation approve a
          plan of liquidation or dissolution (other than in connection with a
          merger between or among the affiliates of the Corporation); or
 
                            (iii) Any person, entity or Group (other than WGL
          Holdings, Inc., its affiliates or their related parties) becomes
          directly or indirectly, the "beneficial owner," as defined in Rule
          13d-3 under the Exchange Act (in a single transaction or in a related
          series of transactions, by way of merger, consolidation or other
          business combination or otherwise) of
 
 
<PAGE>
 
                                      -16-
 
          more than the greater of (1) 40 percent of the total voting power
          entitled to vote in the election of directors of the Corporation (or
          such other persons surviving the transaction) and (2) the total voting
          power entitled to vote in the election of directors of the Corporation
          beneficially owned by WGTL Holdings, Inc., its affiliates or their
          related parties.
 
                  6.4      TERMINATION FOR CAUSE.
                           ---------------------
 
                         (a) IN GENERAL. The Corporation may terminate the
Executive's employment in the event that the Executive shall do or cause to be
done any act which constitutes "cause" (as hereinafter defined) for termination.
For purposes of this Agreement, "cause" shall be deemed to mean a material
breach by the Executive of this Agreement, gross negligence or willful
misconduct in the performance of his duties, dishonesty to the Corporation, or
the commission of a felony that results in a conviction in a court of law.
 
                         (b) OBLIGATIONS. Should the Executive's employment be
terminated by the Corporation for cause, (1) the Corporation shall pay the
Executive his base salary and other compensation under Article 3 of this
Agreement which has accrued as of the date of such termination (excluding any
annual bonus payable pursuant to such Article 3), (2) any and all stock options
granted to the Executive in which he is not yet vested on the date of such
termination shall be forfeited and canceled, and (3) for a period of twelve (12)
months after such termination, the Corporation shall have the right, but not the
obligation, to purchase from the Executive (A) all shares of capital stock owned
or previously owned by the Executive or his assignee (except to the extent such
shares of capital stock were sold in the public market following a Qualified
IPO), and (B) any and all stock options with respect to which the Executive is
vested on the date of such termination, and in such a purchase, the Corporation
shall purchase all such shares and options at a price equal to the lesser of
cost
 
 
<PAGE>
 
                                      -17-
 
thereof to the Executive or the Fair Market Value for such shares and options
(less the principal amount of any notes due to the Corporation from the
Executive, which notes shall be canceled to the extent that such notes are less
than or equal to such purchase price; any excess shall continue in full force
and effect). The purchase price shall be paid by the Corporation by delivery of
a promissory note, subordinated to all debt of the Corporation, bearing interest
at 7% per annum (which interest may be payable by delivery of notes of like
tenor in principal amount equal to the interest then due) with a maturity one
year beyond the maturity of the Corporation's subordinated debt at Closing of
the Acquisition.
 
                  6.5 TERMINATION WITHOUT GOOD REASON.
                      -------------------------------
 
                         (a) IN GENERAL. The Executive shall be entitled to
terminate his employment without good reason at any time. For purposes of this
Section, an election by the Executive under Section 1.3 not to extends this
Agreement beyond the earlier of (i) the date of a Qualified IPO or (ii) June
30, 2002, shall be treated as a termination without good reason under this
Section.
 
                         (b) OBLIGATIONS. If the Executive's employment
terminates under this Section (1) no additional compensation after the date of
such termination and no annual bonus shall be payable by the Corporation to the
Executive, (2) any and all stock options in which the Executive is not vested on
the date of such termination shall be forfeited and canceled, and (3) if the
termination occurs prior to the earlier of (i) a Qualified IPO, or (ii) June 30,
2002, the Corporation shall, for a period of twelve (12) months after the
termination have the right, but not the obligation, to purchase from the
Executive (i) all shares of capital stock of the Corporation owned or previously
owned by the Executive or his assignee, and (ii) any and all stock options in
which the Executive is vested on the date of such termination, and in such a
purchase the Corporation shall purchase all such shares and options at a price
equal to the lesser of cost thereof to the Executive or the Fair Market
 
 
<PAGE>
 
                                      -18-
 
Value for such shares and options. The Corporation shall pay the purchase price
in the form of three (3) equal annual installments on the first, second and
third anniversaries of the Executive's termination.
 
                  6.6      OPTIONS/CORPORATION STOCK.
                           -------------------------
 
                         (a) FAIR MARKET VALUE. For purposes of this Agreement,
and notwithstanding any provisions to the contrary in any shareholder or stock
option agreement between the Executive and the Corporation, the "Fair Market
Value" of the capital stock of the Corporation, or of any stock options granted
to the Executive, shall mean the value of such stock or options determined by a
certified independent appraiser selected by the Executive and the Corporation.
With respect to any independent appraisal of the Corporation's stock under this
Agreement, in all cases where an independent appraiser is not mutually agreed
upon, each of the parties will select a certified appraiser and those two
appraisers will select a third certified appraiser, whose appraisal shall be
binding on the parties.
 
                         (b) PURCHASE RIGHTS. For purposes of the capital stock
and stock option purchase rights set forth in Sections 5.1(c), 6.1(c),
6.2(c)(3), 6.3(a)(3), 6.4(b)(3) and 6.5(b)(3):
 
                            (1) capital stock and stock options shall include
only such stock and stock options acquired by the Executive in connection with
his employment by the Corporation;
 
                            (2) the right of the Corporation to purchase, and
the right of the Executive to require the Corporation, to purchase capital stock
of the Corporation owned or previously owned by the Executive, shall apply to
shares of capital stock of the Corporation and WGL Holdings, Inc. acquired by
the Executive pursuant to the terms of the equity plan set forth in Exhibit A;
 
 
<PAGE>
 
                                      -19-
 
                            (3) the right of the Corporation to purchase, and
the right of the Executive to require the Corporation, to purchase any and all
stock options granted to the Executive, shall apply equally to options to
purchase either the capital stock of the Corporation or capital stock of WGL
Holdings, Inc.; and
 
                            (4) WGL Holdings, Inc. shall have the right to
exercise the purchase rights or obligations, as the case may be, on behalf of
the Corporation.
 
                         (c) EXERCISE OF OPTIONS. With respect to any
unexercised options that are not cancelled upon termination of the Executive's
employment, including those options vested in connection with the termination,
the Executive shall have the right to exercise all unexercised options for a
period of not less than twelve (12) months commencing on the date of the
Executive's termination.
 
                         (d) QUALIFIED IPO. For purposes of the Agreement, the
term "Qualified IPO" means a consummated initial public offering of common
shares of the Corporation or WGL Holdings, Inc. which is underwritten on a firm
commitment basis by a nationally-recognized investment banking firm.
 
                         (e) INCONSISTENT TERMS. To the extent that the terms of
this Agreement are specifically inconsistent with any provisions in any
shareholder or stock option agreement between the Executive and the Corporation
and WGL Holdings, Inc., the terms of this Agreement shall supersede the terms of
any such shareholder or stock option agreement.
 
                  7. CONFIDENTIALITY.
                     ---------------
 
                  The Executive shall not, except as required in the performance
of his duties under this Agreement, divulge to any person, at any time during or
after the term of his
 
 
<PAGE>
 
                                      -20-
 
employment with the Corporation, any trade secret of the Corporation, any
privileged or confidential information gained as a result of his employment with
the Corporation, or any document, writing or other tangible item containing or
relating to any such trade secret or privileged or confidential information.
 
                  8.       NON-COMPETITION.
                           ---------------
 
                  8.1 During the term of this Agreement and for a period of
twenty-four (24) months after (a) the termination of the Agreement or (b) the
end of the last pay period in respect of which the Executive receives any
compensation or other annual bonus pursuant to the Agreement (except that if the
Executive is terminated by the Corporation without cause, the provisions of
this Article 8 shall be inapplicable), the Executive agrees that he shall not
directly or indirectly, for his own account or as agent, employee, officer,
director, trustee, consultant or shareholder of any person (except for a ten
percent (10%) interest or less in any publicly traded corporation) or a member
of any firm or otherwise, anywhere in the sales territory of the Corporation
engage or attempt to engage in any business activity which is the same as,
substantially similar to or directly competitive with the business of the
Corporation as conducted by it during the term of this Agreement, or
substantially similar to or directly competitive with the related business
activities of the 10 largest customers of the Corporation, ranked by gross
sales, at the time of the termination of the Agreement.
 
                  8.2 During the term of this Agreement and for a period of one
year from the date of termination of this Agreement for any reason, the
Executive agrees that he shall not, directly or indirectly, for his own account
or as agent, employee, officer, director, trustee, consultant or shareholder of
any person, or member of any firm or otherwise, employ or solicit the employment
of any person employed by the Corporation within twenty-four (24) months prior
to the date of the Executive's termination.
 
 
<PAGE>
 
                                      -21-
 
                  9.       RIGHTS TO DISCOVERIES.
                           ---------------------
 
                  The Executive agrees that all ideas, inventions (whether
patentable or unpatentable), trademarks and other developments or improvements
conceived, developed or acquired by the Executive, whether or not during working
hours, at the premises of the Corporation or elsewhere, alone or with others,
that are within the scope of the Corporation's business operations or that
relate to any work or projects of the Corporation, shall be the sole and
exclusive property of the Corporation. The Executive agrees to disclose promptly
and fully to the Corporation all such ideas, inventions, trademarks or other
developments and, at the request of the Corporation, the Executive shall submit
to the Corporation a full written report thereof regardless of whether the
request for written report is made after the termination of this Agreement. The
Executive agrees that during the term of this Agreement and thereafter, upon the
request of the Corporation and at its expense, he shall execute and deliver any
and all applications, assignments and other instruments which the Corporation
shall deem necessary or advisable to transfer to and vest in the Corporation the
Executive's entire right, title and interest in and to all such ideas,
inventions, trademarks or other developments and to permit and enable the
Corporation to apply for and obtain patents or copyright or trademark
registrations for any such patentable or copyrightable or trademarkable ideas,
inventions, trademarks and other developments, throughout the world. To the
extent applicable law provides that any such idea, invention, trademark or other
development belongs to the Executive rather than the Corporation, the Executive
hereby grants to the Corporation a royalty-free, non-exclusive, worldwide
perpetual license to use such idea, invention, trademark or other development
for no added consideration other than that which is given in connection with
this Agreement.
 
 
<PAGE>
 
                                      -22-
 
                  10.      DOCUMENTS.
                           ---------
 
                  In addition to the obligations under Articles 7, 8 and 9, the
Executive shall execute any documents relating to the subject of those Articles
as required generally by the Corporation of its executive officers and such
documents already executed or executed after the effective date of this
Agreement shall thereby become part of this Agreement. In the case of any
inconsistency between such documents and this Agreement, the broader provisions
shall prevail.
 
                  11.      NOTICES.
                           -------
 
                  All notices and other communications given pursuant to this
Agreement shall be in writing and shall be deemed given only when (a) delivered
by hand, (b) transmitted by telex, telecopier or other form of electronic
transmission (provided that a copy is sent at approximately the same time by
first class mail), or (c) received by the addressee, if sent by registered or
certified mail, return receipt requested, or by Express Mail, Federal Express or
other overnight delivery service, to the appropriate party at the address given
below for such party (or to such other address designated by the party in
writing and delivered to the other party pursuant to this Article 11.
 
                  If to the Corporation:    Corporate Secretary
                                            Wilson Greatbatch Ltd.
                                            10,000 Wehrle Drive
                                            Clarence, New York 14031
                                            Telecopier:
                                            Attention:
 
                  With a copy to:           David Wittels
                                            Telecopier:
                                            Attention:
 
                  If to the Executive:      Edward F. Voboril
 
 
<PAGE>
 
                                      -23-
 
 
                                            33 Four Winds Way
                                            Snyder, New York 14226
                                            Telecopier:
 
                  With a copy to:           _____________________________
                                            _____________________________
                                            _____________________________
                                            Telecopier:
 
                  12.      EQUITABLE RELIEF.
                           ----------------
 
                  The Executive acknowledges that the Corporation will
suffer damages incapable of ascertainment in the event that any of the
provisions of Article 7, 8, 9 or 10 hereof are breached and that the Corporation
will be irreparably damaged in the event that the provisions of Articles 7, 8, 9
and 10 are not enforced. Therefore, should any dispute arise with respect to the
breach or threatened breach of Articles 7, 8, 9 or 10 of this Agreement, the
Executive agrees and consents that in addition to any and all other remedies
available to the Corporation, an injunction or restraining order or other
equitable relief may be issued or ordered by a court of competent jurisdiction
restraining any breach or threatened breach of Articles 7, 8, 9 or 10 of this
Agreement. The Executive agrees not to urge in any such action that an adequate
remedy exists at law. The Executive consents to jurisdiction in New York and
venue in Erie County for purposes of all claims arising under this Agreement.
 
                  13.      TERM OF AGREEMENT.
                           -----------------
 
                  For the limited purpose of making payments hereunder, and not,
for example, for purposes of extending the periods referenced in Article 8, this
Agreement shall not terminate until all payments hereunder have been made.
 
 
<PAGE>
 
                                      -24-
 
                  14.      MISCELLANEOUS.
                           -------------
 
                  This Agreement shall be governed by the internal domestic laws
of the State of New York without reference to conflict of laws principles. This
Agreement shall be binding upon and inure to the benefit of the legal
representatives, successors and assigns of the parties hereto (provided,
however, that the Executive shall not have the right to assign this Agreement in
view of its personal nature). All headings and subheadings are for convenience
only and are not of substantive effect. Except as otherwise specifically
provided for herein, this Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and supersedes all
prior negotiations, understandings and writings (or any part thereof) whether
oral or written between the parties hereto relating to the subject matter
hereof. Except as specifically referenced herein, no agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party that are not expressly set
forth in this Agreement. No provision of this Agreement may be waived, modified
or amended, orally or by any course of conduct, unless such waiver, modification
or amendment is set forth in a written agreement duly executed by both of the
parties hereto. If any article, section, portion, subsection or subportion of
this Agreement shall be determined to be unenforceable or invalid, then such
article, section, portion, subsection or subportion shall be modified in the
letter and spirit of this Agreement to the extent permitted by applicable law so
as to be rendered valid and any such determination shall not affect the
remainder of this Agreement, which shall be and remain binding and effective as
against all parties hereto.
 
 
<PAGE>
 
                                      -25-
 
                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date set forth below.
 
Dated: July 9, 1997                          /s/ Edward F. Voboril
                                             -----------------------------------
                                             Edward F. Voboril
 
                                             WILSON GREATBATCH LTD. by its
                                             shareholder as of the Acquisition
 
 
                                             WGL HOLDINGS, INC.
 
Dated:   July 9, 1997                        /s/ David Wittels
                                             -----------------------------------
                                             Title
 
 
<PAGE>
 
                                      -26-
 
STATE OF NEW YORK   )
                    : SS.
COUNTY OF NEW YORK  )
 
                  On this 9th day of July, 1997, before me personally came
Edward F. Voboril, to me known and known to me to be the same person described
in and who executed the foregoing instrument, and he duly acknowledged that he
executed the same.
 
                                               /S/ FRANCES MADRID
                                               ---------------------------------
                                               FRANCES G. MADRID
                                               Notary Public, State of New York
                                               No. 01MA5076163
                                               Qualified in New York County
                                               Commission Expires 1999
 
 
STATE OF NEW YORK  )
                   : SS.
COUNTY OF NEW YORK )
 
                  On this 9th day of July, before me personally came David
Wittels, to me personally known who, being by me duly sworn, did depose and say
that he resides at No. 254 E 68th Street in the City of New York, State of New
York; that he is the President of WGL HOLDINGS, INC., the shareholder as of the
Acquisition of Wilson Greatbatch Ltd., the corporation described in and which
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.
 
                                               /S/ FRANCES MADRID
                                               --------------------------------
                                               FRANCES G. MADRID
                                               Notary Public, State of New York
                                               No. 01MA5076163
                                               Qualified in New York County
                                               Commission Expires 1999
 

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WILSON GREATBATCH TECHNOLOGIES, INC.
CHANGE OF CONTROL AGREEMENT
 

        AGREEMENT by and between Wilson Greatbatch Technologies, Inc. ("WGT"), a Delaware corporation (the "Company"), and _________________________ (the "Executive"), dated as of the seventeenth day of December, 2001.

        The Board of Directors of the Company (the "Board") has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below). The Board believes it is imperative to (1) diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control; (2) encourage the Executive's full attention and dedication the Company currently and in the event of any threatened or pending Change of Control; (3) to enable the Executive, without being influenced by the uncertainties of the Executive's own situation, to assess and advise the Company whether proposals concerning any potential change of control of the Company are in the best interests of the Company and its shareholders and to take other action regarding these proposals as the Company might determine appropriate; and (4) provide the Executive with compensation and benefits arrangements on a Change of Control that ensure that the compensation and benefits expectations of the Executive will be satisfied and that are competitive with those of other corporations. Therefore, to accomplish these objectives, the Board has caused the Company to enter into this Agreement.

        NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

        1.     Certain Definitions

            (a)     An "Affiliate" of, or a Person "Affiliated" with, a Specified Person, means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under current control with, the Person specified.

            (b)     "Effective Date" means the first date during the Change of Control Period on which a Change of Control occurs; provided that the Executive is employed by the Company on that date. If the Executive's employment with the Company is terminated or the Executive ceases to be an officer of the Company at any time within 6 months prior to the date on which a Change of Control occurs, then "Effective Date" means the date immediately prior to the date of such termination of employment or cessation of status as an officer.

            (c)      "Change of Control Period" means the period beginning on the effective date of this Agreement, (as noted in the first 3 lines at the top of this page) and ending on the third anniversary of that date. However, beginning on the first anniversary of that date, and on each successive anniversary of that date (the first and each successive anniversary each is referred to as a "Renewal Date"), the Change of Control Period will be automatically extended so it terminates 36 months from the Renewal Date, unless, at least 60 days prior to that Renewal Date, the Company notifies the Executive that the Change of Control Period will not be so extended.

            (d)     "Company" means, collectively, the Company and its Subsidiaries except for purposes of Section 2 or where the context clearly requires otherwise.

            (e)     "Person" has the meaning given that term in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") but excluding any Person described in and satisfying the conditions of Rule 13d-1(b)(1) of Section 13.

            (f)     "Subsidiary" means any corporation, limited liability company, partnership or other entity that is an Affiliate of the Company.

        2.     Change of Control.

        "Change of Control" means:

            (a)     Any acquisition or series of acquisitions by any Person other than the Company, Credit Suisse First Boston ("CSFB"), any of the subsidiaries of the Company or CSFB, any employee benefit plan of the Company, CSFB, or any of their subsidiaries, or any Person holding common shares of the Company for or pursuant to the terms of such employee benefit plan, that results in that Person becoming the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of either the then outstanding shares of the common stock of the Company ("Outstanding Company Common Stock") or the combined voting power of the Company's then outstanding securities entitled to then vote generally in the election of directors of the Company ("Outstanding Company Voting Securities"), except that any such acquisition of Outstanding Company Common Stock or Outstanding Company Voting Securities will not constitute a Change of Control:

                (i)     if the percentage of Outstanding Company Common Stock then beneficially owned by such Person is less than the percentage of Outstanding Company Common Stock then beneficially owned by CSFB, or

                (ii)     while such Person does not exercise the voting power of its Outstanding Company Common Stock or otherwise exercise control with respect to any matter concerning or affecting the Company, or Outstanding Company Voting Securities, and promptly sells, transfers, assigns or otherwise disposes of that number of shares of Outstanding Company Common Stock necessary to reduce its beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of the Outstanding Company Common Stock to below 20%.

            (b)     During any period not longer than 24 consecutive months, individuals who at the beginning of such period constitute the Board cease to constitute at least a majority of the Board (including a majority of the members of the Board who are not Affiliates of CSFB), unless the election, or the nomination for election by the Company's stockholders, of each new Board member was approved by a vote of at least 3/4ths of the Board members (including a majority of the members of the Board who are not Affiliates of CSFB) then still in office who were Board members at the beginning of such period (including for these purposes, new members whose election or nomination was so approved).

            (c)     Approval by the stockholders of the Company of

                (i)     a dissolution or liquidation of the Company,

                (ii)     a sale of 50% or more of the assets of the Company, taken as a whole (with the stock or other ownership interests of the Company in any of its Subsidiaries constituting assets of the Company for this purpose) to a Person that is not an Affiliate of the Company (for purposes of this paragraph "sale" means any change of ownership), or

                (iii)     an agreement to merge or consolidate or otherwise reorganize, with or into one or more Persons that are not Affiliates of the Company, as a result of which less than 50% of the outstanding voting securities of the surviving or resulting entity immediately after any such merger, consolidation or reorganization are, or will be, owned, directly or indirectly, by stockholders of the Company immediately before such merger, consolidation or reorganization (assuming for purposes of such determination that there is no change in the record ownership of the Company's securities from the record date for such approval until such merger, consolidation or reorganization and that such record owners hold no securities of the other parties to such merger, consolidation or reorganization), but including in such determination any securities of the other parties to such merger, consolidation or reorganization held by Affiliates of the Company.

        The provisions in this Section 2 relating to CSFB and to any employee benefit plan or subsidiary of CSFB apply only if at the relevant time CSFB is the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of 20% or more of either the Outstanding Company Common Stock or the Outstanding Company Voting Securities.

        3.     Employment Period. The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company, for the period commencing on the Effective Date and ending at the end of the 24th month following the Effective Date (the "Employment Period").

        4.     Terms of Employment

            (a)     Position and Duties.

                (i)     During the Employment Period, (A) the Executive's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location.

                (ii)     During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as these activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of these activities (or the conduct of activities similar in nature and scope) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company.

            (b)     Compensation.

                (i)     Base Salary. During the Employment Period, the Executive shall receive an annual base salary ("Annual Base Salary"), paid at a biweekly rate, at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) base salary paid or payable, including any Annual Base Salary that has been earned but deferred, to the Executive by the Company for any of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs. During the Employment Period, the Annual Base Salary shall be reviewed at least annually and shall be increased at any time and from time to time as shall be substantially consistent with increases in base salary generally awarded in the ordinary course of business to other peer executives of the Company. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase, and the term Annual Base Salary shall refer to the Annual Base Salary as so increased.

                (ii)     Annual Bonus. The Executive shall be awarded, for each fiscal year during the Employment Period, an annual bonus (the "Annual Bonus") in cash at least equal to the higher of (A) the average annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including any Annual Base Salary that has been earned but deferred, for three fiscal years immediately preceding the fiscal year in which the Effective Date occurs, or (B) if the annual bonus paid for the fiscal year immediately preceding the fiscal year in which the Effective Date occurs was based upon a formula or plan in which the Executive participated, then such Annual Bonus shall be at least equal to the bonus which would be payable based on such formula or plan had the Executive's participation and level of participation remained in effect following the Effective Date. 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 Executive elects to defer receipt of the Annual Bonus. The Annual Bonus may be, but is not limited to, the Key Management Incentive Plan ("KMIP") or any similar program.

                (iii)     Incentive, Savings and Retirement Plans. The Executive shall be entitled to participate during the Employment Period in all incentive, savings and retirement plans, practices, policies and programs generally applicable to other peer executives of the Company, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities), savings opportunities and retirement benefits opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Effective Date. Incentive programs include, but are not limited to, the WGT Long Term Incentive Plan.

                (iv)     Welfare Benefit Plans. During the Employment Period, the Executive and the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent generally applicable to other peer executives of the Company, but in no event shall such plans, practices, policies and programs provide benefits less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive and the Executive's family at any time during the 120-day period immediately preceding the Effective Date.

                (v)     Business Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter generally with respect to other peer executives of the Company.

                (vi)     Fringe Benefits. During the Employment Period, the Executive shall be entitled to fringe benefits in accordance with the most favorable plans, practices, programs and policies of the Company in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time after generally with respect to other peer executives of the Company.

                (vii)     Office and Support Staff. During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as provided at any time after generally with respect to other peer executives of the Company.

                (viii)     Vacation. During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, policies, programs and practices of the Company as in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time after that generally with respect to other peer executives of the Company.

                (ix)     Substitution of Nonqualified Benefits. If the continued provision of benefits to the Executive under any employee benefit plan of the Company at the level required by this Section 4(b) would cause such employee benefit plan to violate any minimum coverage, nondiscrimination or other requirement of any provision of the Internal Revenue Code of 1986, as amended (the "Code") or the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or would not be readily provided under any third-party agreement of the Company that provides for such benefits, the Company may provide the closest possible economic equivalent of such benefit in the form of a nonqualified plan or additional compensation.

        5.     Termination of Employment.

            (a)     Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Employment Period, it may give to the Executive written notice of its intent to terminate the Executive's employment. The Executive's employment with the Company 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. "Disability" means the absence of the Executive from the Executive's duties with the Company 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. Any question as to the date of or the existence, extent or potentiality of disability of the Executive on which the Executive and the Company cannot agree shall be determined by a qualified independent physician jointly selected by the Executive and the Company (or if the Executive is unable to make such a selection, it shall be made by an adult member of the Executive's immediate family). The determination of such physician, made in writing to the Company and to the Executive, shall be final and conclusive.

            (b)     Cause. The Company may terminate the Executive's employment during the Employment Period for "Cause." "Cause" means a material breach by the Executive of this Agreement, gross negligence or willful misconduct in the performance of the Executive's duties, dishonesty to the Company, or the commission of a felony that results in a conviction in a court of law. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of the resolution duly adopted by the affirmative vote of not less than 3/4ths of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in this section, and specifying the particulars in detail.

            (c)     Good Reason. The Executive's employment may be terminated during the Employment Period by the Executive for "Good Reason." For purposes of this Agreement, "Good Reason" means:

                (i)     the assignment to the Executive of any responsibilities or duties inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 4(a), or any other action by the Company that results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of written notice given by the Executive;

                (ii)     any failure by the Company to comply with any of the provisions of Section 4(b), other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and that is remedied by the Company promptly after receipt of written notice given by the Executive;

                (iii)     the Company requiring the Executive to be based at any office or location other than that described in Section 4(a)(i), requiring the Executive to travel away from the Executive's office in the course of discharging responsibilities or duties in a manner that is inappropriate for the performance of the Executive's duties and that is significantly more frequent (in terms of either consecutive days or aggregate days in any calendar year) than was required prior to the Change of Control;

                (iv)     any purported termination by the Company of the Executive's employment other than as expressly permitted by this Agreement; or

                (v)     any failure by any successor to the Company to comply with and satisfy Section 14(c), provided that such successor has received at least ten days prior written notice from the Company or the Executive of the requirements of Section 14(c).

For the purposes of this Section 5(c), any good faith determination of "Good Reason" made by the Executive shall be conclusive.

            (d)     Notice of Termination. Any termination by the Company for Cause or by the Executive for Good Reason shall be communicated by "Notice of Termination" to the other party. A "Notice of Termination" means notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) 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 (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which shall be not more than 15 days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstances that contributes to a showing of Good Reason or Cause, as the case may be, shall not waive any right of the Executive or the Company or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive's or the Company's rights.

            (e)     Date of Termination. "Date of Termination" means the date of receipt of the Notice of Termination or any later date specified in the Notice, provided, however, that (i) if the Executive's employment is terminated by the Company other than for Cause or Disability, the Date of Termination means the date on which the Company notifies the Executive of such termination, and (ii) if the Executive's employment is terminated by reason of death or Disability, the Date of Termination means the date of death of the Executive or the Disability Effective Date, respectively.

        6.     Obligations of the Company upon Termination.

            (a)     Death. If the Executive's employment is terminated by reason of the Executive's death during the Employment Period, this Agreement shall terminate without further obligations to the Executive's legal representatives under this Agreement, other than the following obligations (the amounts described in clauses (i), (ii), and (iii) are "Accrued Obligations"):

                (i)     payment of the Executive's Annual Base Salary through the Date of Termination to the extent not paid,

                (ii)     payment of the product of (x) the Annual Bonus paid (and annualized for any fiscal year consisting of less than 12 full months or for which the Executive has been employed for less than 12 full months) to the Executive for the most recently completed fiscal year during the Employment Period, 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

                (iii)     payment of any accrued vacation pay not yet paid.

All Accrued Obligations shall be paid to the Executive's estate or beneficiary, as applicable, at the option of the Company, either (x) in a lump sum in cash within 30 days of the Date of Termination or (y) in 12 equal consecutive monthly installments, with the first installment to be paid within 30 days of the Date of Termination. Anything in this Agreement to the contrary notwithstanding, the Executive's family shall be entitled to receive for 24 months benefits (or the cash equivalent, as described in Section 4(b)(ix)) at least equal to the most favorable benefits provided generally by the Company to surviving families of peer executives of the Company under such plans, programs, practices and policies relating to family death benefits, if any, as in effect generally with respect to other peer executives and their families at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive and the Executive's family as in effect on the date of the Executive's death generally with respect to other peer executives of the Company and their families.

            (b)     Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations. All Accrued Obligations shall be paid to the Executive at the option of the Company, either (x) in a lump sum in cash within 30 days of the Date of Termination or (y) in 12 equal consecutive monthly installments, with the first installment to be paid within 30 days of the Date of Termination. Anything in this Agreement to the contrary notwithstanding, the Executive shall be entitled after the Disability Effective Date to receive disability and other benefits at least equal to the most favorable of those provided by the Company to disabled peer executives and their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 30-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect at any time thereafter through the Date of Termination generally with respect to other peer executives of the Company and their families. If the Executive dies within 24 months of the Disability Effective Date, the Executive's family shall be entitled to a continuation of benefits as described in (a), through the period ending no sooner than 24 months after the Disability Effective Date.

            (c)     Cause. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive the Annual Base Salary through the Date of Termination to the extent unpaid. If the Executive terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations. In such case, all Accrued Obligations shall be paid to the Executive at the option of the Company, either (x) in a lump sum within 30 days of the Date of Termination, or (y) in 12 equal consecutive monthly installments, with the first installment to be paid within 30 days of the Date of Termination.

            (d)     Other Termination; Good Reason. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability, or the Executive shall terminate employment under this Agreement for Good Reason:

                (i)     the Company shall pay to the Executive the aggregate of the following amounts, such amounts to be payable by the Company in a lump sum in cash within 30 days of the Date of termination.

                    A.     all Accrued Obligations;

                    B.     two times the sum of the Executive's Annual Base Salary and the higher of (i) the average annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid for the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs, or (ii) the targeted annual bonus payable to the Executive pursuant to the KMIP for the fiscal year in which the Date of Termination occurs or, under any other annual bonus plan in effect at the time, assuming 100% achievement of the Company performance factor and 100% achievement of the Executive's personal performance factor;

                    C.     a separate lump sum supplemental retirement benefit equal to two times the Company's total contributions to the Equity Plus Plan or any other similar plans in effect at the time, for the year preceding the termination. This payment will be made in cash and will not eliminate the obligation of the Company to make all scheduled contributions to the Equity Plus Plan or similar plans; and

                    D.     an amount equal to that portion, if any, of the Company's contribution to the Executive's 401(k), savings or other similar individual account plan that is not vested as of the Date of Termination (the "Unvested Company Contribution"), plus an amount that, when added to the Unvested Company Contribution, would be sufficient after Federal, state and local income taxes (based on the tax returns filed by the Executive most recently prior to the Date of Termination) to enable the Executive to net an amount equal to the Unvested Company Contribution; and

                (ii)     the Company shall pay the Executive up to $25,000 for executive outplacement services utilized by the Executive, on the receipt by the Company of written receipts or other appropriate documentation;

                (iii)     for 24 months, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Executive and, where applicable, the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) if the Executive's employment had not been terminated, in accordance with the most favorable plans, programs, practices or policies of the Company generally applicable to other peer executives and their families during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time after that generally with respect to other peer executives of the Company and their families (or the cash equivalent, as described in Section 4(b)(ix)); provided, however, that if the Executive becomes employed elsewhere during the Employment Period and is thereby afforded comparable insurance and welfare benefits to those described in Section 4(b)(iv), the Company's obligation to continue providing the Executive with such benefits shall cease or be correspondingly reduced, as the case may be. For purposes of determining eligibility of the Executive for retiree benefits pursuant to such plans, programs, practices and policies, the Executive shall be considered to have remained employed until the end of the Employment Period and to have retired on the last day of such period;

                (iv)     all outstanding stock options, stock appreciation rights (SARs) and restricted stock held by the Executive pursuant to any Company stock option, SAR and stock plans shall immediately become vested, exercisable, and freely transferable, as the case may be, as to all or any part of the shares covered by those plans, with the Executive being able to exercise his or her stock options and SARs within a period of 12 months following the Date of Termination or such longer period as may be permitted under the plans and the Executive's stock option and SAR agreements;

                (v)     the total value of the targeted annual WGT Long Term Incentive Plan award, or any similar long term incentive plan in effect at the time, scheduled for the year of termination will be converted to a cash payment; and

                (vi)     if, in the calendar year immediately preceding the Date of Termination, the Executive had relocated the Executive's primary residence from one location (the "Point of Origin") to its location at the Date of Termination at the request of the Company, then the Company shall reimburse the Executive in cash within 14 days following receipt of substantiating written receipts for any relocation expenses actually incurred in the 12 months immediately following the Date of Termination by the Executive in moving the Executive's primary residence to any location, to the extent such expenses do not exceed the cost of relocating the Executive's primary residence to the Point of Origin. The cost of relocating the Executive's primary residence to the Point of Origin shall be determined by averaging estimates obtained by the Company in writing from three reputable moving companies, selected by the Company in good faith. It shall be the obligation of the Executive to notify the Company in advance of any such relocation so that such estimates may be obtained.

            (e)     Deferral of Payments. The Executive may elect, at the time of signing this Agreement, to defer payments otherwise payable as specified by the Executive in writing at that time of signing.

        7.     Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any benefit, bonus, incentive or other plans, programs, policies or practices provided by the Company and for which the Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any other agreements with the Company. Amounts that are vested benefits or that the Executive otherwise is entitled to receive under any plan, policy, practice or program of the Company at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program, except as explicitly modified by this Agreement.

        8.     Full Settlement; Legal Fees. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations, except as specifically provided otherwise in this Agreement, shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action the Company may have against the Executive or others. The amounts payable to the Executive will not be subject to any requirement of mitigation, nor, except as specifically provided otherwise in this Agreement, will they be offset or otherwise reduced by reason of the Executive's receipt of compensation from any source other than the Company. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses the Executive reasonably may incur, including the costs and expenses of any arbitration proceeding, as a result of any contest (regardless of the outcome) by the Executive, the Company or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2) of the Code; provided that the Executive's claim is not determined by a court of competent jurisdiction or an arbitrator to be frivolous or otherwise entirely without merit.

        9.     General Release and Waiver. In exchange for the consideration provided under this Agreement, the Executive agrees to sign a General Release and Waiver of age and other discrimination claims on a form provided by the Company at the time of separation.

        10.     Certain Additional Payments by the Company.

            (a)     Anything in this Agreement to the contrary notwithstanding, if it is determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code because the Payment is considered a "parachute payment" under Section 280G of the Code, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the 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 to them) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay Federal income taxes at the highest applicable marginal rate of Federal income taxation for the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in Federal income taxes which could be obtained from the deduction of such state or local taxes if paid in such year (determined without regard to limitations on deductions based upon the amount of adjusted gross income), and to have otherwise allowable deductions for Federal, state and local income tax purposes at least equal to those disallowed because of the inclusion of the Gross-Up Payment in adjusted gross income. Notwithstanding the foregoing provisions of this Section, if it is determined that the Executive is entitled to a Gross-Up Payment, but that the present values as of the date of the Change of Control, determined in accordance with Sections 280G(b)(2)(ii) and 280G(d)(4) of the Code (the "Present Value"), of the Payments does not exceed 110% of the greatest Present Value of Payments (the "Safe Harbor Cap") that could be paid to the Executive such that the receipt would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive and the amounts payable to Executive under this Agreement shall be reduced to the maximum amount that could be paid to the Executive such that the Present Value of the Payment does not exceed the Safe Harbor Cap. The reduction of the amounts payable. if applicable, shall be made by reducing the payments as elected by the Executive. For purposes of reducing the Payments to the Safe Harbor Cap, only amounts payable under this Agreement (and no other Payments) shall be reduced. If the reduction of the amounts payable would not result in a reduction of the Present Value of the Payments to the Safe Harbor Cap, no amounts payable under this Agreement shall be reduced pursuant to this provision.

            (b)     Subject to the provisions of subsection (c), all determinations required to be made under this Section 9, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be used in arriving that such determination, shall be made by a nationally recognized certified public accounting firm designated by the Executive (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is required by the Company. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Executive shall appoint another nationally recognized accounting firm to make the determinations required (which accounting firm then shall be referred to as the Accounting Firm). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding on the Company and the 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, it is possible the Gross-Up Payments will not have been made by the Company that should have been made ("Underpayment"), consistent with the calculations required to be made. If the Company exhausts its remedies pursuant to subsection (c) and the Executive then 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 paid promptly by the Company to or for the benefit of the Executive.

            (c)     The Executive shall notify the Company in writing of any 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 20 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 required to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

                (i)     give the Company any information reasonably requested by the Company relating to such claim;

                (ii)     take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company;

                (iii)     cooperate with the Company in good faith effectively to contest such claim, and

                (iv)     permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company 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 the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subsection (c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and, at its sole option, may either direct the Executive to pay the tax claimed and sue for a refund, or contest the claim in any permissible manner, and the 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 the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed with respect to such advance or with respect to any imputed income with respect to such advance, and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable, and the 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 the Executive of an amount advanced by the Company pursuant to subsection (c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of subsection (c)) promptly pay the Company the amount of such refund (together with any interest paid or credited after applicable taxes). If, after the receipt by the Executive of an amount advanced by the Company pursuant to subsection (c), a determination is made that the Executive is not entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent of that amount, the amount of Gross-Up Payment required to be paid.

        11.     Confidential Information; Non-Compete.

            (a)     The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive shall not, without prior written consent of the Company, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In addition, to the extent that the Executive is a party to any other agreement relating to non-competition, confidential information, inventions or similar matters with the Company, the Executive shall continue to comply with the provisions of such agreements. In addition to the obligations under this Section, the Executive shall execute any documents relating to the subject of those sections as required generally by the Company of its executive officers, and such documents already executed or executed after the effective date of this Agreement shall thereby become part of this Agreement. Nothing in this Agreement shall be construed as modifying any provisions of such agreements or documents. In the case of any inconsistency between such agreements and documents and this Agreement, the broader provision shall prevail. In no event shall an asserted violation of the provisions of this Section constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement, except if the Executive materially breaches this section or a covenant not to compete or confidentiality provision in any such agreement or document, that breach shall be considered a material breach of this Agreement. If the breach occurs after termination of employment, the Executive shall forfeit a pro rata portion of benefits under Section 6(d). The pro rata amount in the case of Section 6(d)(i)(A), (C), (D), (ii), (v) and (vi) shall be determined by multiplying the payments under those paragraphs by a fraction, the numerator of which is the number of months remaining to the end of the covenant not to compete or, in the case of a confidentiality agreement that has no term, 36 minus the number of months elapsed from the Executive's termination of employment to the date of breach, and the denominator of which is the number of total months in the covenant not to compete, or, in the case of breach of a confidentiality obligation that has no term, 36. If there are not sufficient payments remaining to be paid to the Executive under Section 6(d) to cover the forfeited amount, the Executive agrees to pay promptly to the Company an amount that, with any amounts otherwise remaining to be paid, constitutes the forfeiture amount. Section (6)(d)(iii) shall terminate at the date of the breach. If the breach is determined retroactively, the Executive shall pay promptly to the Company the amount the Company incurred to provide benefits after the date of the breach. With respect to Section 6(d)(iv), the Executive shall not be entitled to any accelerated vesting and exercise after the date of the breach. If the breach is determined retroactively, the Executive shall pay promptly to the Company the amount of any value received as a result of that accelerated vesting and exercise.

            (b)     The Executive acknowledges that the Company will suffer damages incapable of ascertainment if any of the provisions of subsection (a) are breached and that the Company will be irreparably damaged if the provisions of subsection (a) are not enforced. Therefore should any dispute arise with respect to the breach or threatened breach of subsection (a), the Executive agrees and consents that in addition to any remedies available to the Company, an injunction or restraining order or other equitable relief may be issued or ordered by a court of competent jurisdiction restraining any breach or threatened breach of subsection (a). The Executive agrees not to urge in any such action that an adequate remedy exists at law.

        12.     Public Announcements. The Executive shall consult with the Company before issuing any press release or otherwise making any public statement with respect to the Company, this Agreement or the transactions contemplated, and the Executive shall not issue any such press release or make any such public statement without prior written approval of the Company, except as may be required by applicable law, rule or regulation or any self regulatory agency requirements, in which event the Company shall have the right to review and comment upon any such press release or public statement prior to its issuance.

        13.     Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, or any breach thereof, shall be determined and settled by arbitration to be held in Erie County, New York, pursuant to the commercial rules of the American Arbitration Association or any successor organization and before a panel of three arbitrators. Any award rendered shall be final, conclusive and binding on the parties.

        14.     Successors.

            (a)     This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives.

            (b)     This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

            (c)     The Company 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 the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company and any successor to its business or assets which assumes and agrees to perform this Agreement by operation of law, or otherwise.

        15.     Miscellaneous.

            (a)     All notices and other communications given pursuant to this Agreement shall be in writing and shall be deemed given only when (a) delivered by hand, (b) transmitted by telex, telecopier or other form of electronic transmission (provided that a copy is sent at approximately the same time by first class mail), or (c) received by the addressee, if sent by registered or certified mail, return receipt requested, or by Express Mail, Federal Express or other overnight delivery service, to the appropriate party at the address given below for such party (or to such other address designated by the party in writing and delivered to the other party pursuant to this Section).

If to the Executive:

Name __________________________________

Address ________________________________

Telephone _______________________________

Facsimile ________________________________

 

With a copy to:

________________________________________

________________________________________

________________________________________

________________________________________

 

If to the Company:

Wilson Greatbatch Technologies, Inc.
10000 Wehrle Drive
Clarence, NY 14031
(Attn: Chairman, President and CEO)
 

With a copy to:

Hodgson Russ LLP
One M&T Plaza, Suite 2000
Buffalo, New York 14203-2391
Attn: Robert B. Fleming, Jr., Esq.
Telephone No.: 716-848-1376
Facsimile No.: 716-839-0349

            (b)     The Company shall deduct or withhold from salary payments, and from all other payments made to the Executive pursuant to this Agreement, all amounts that may be required to be deducted or withheld under any applicable law now in effect or that may become effective during the term of this Agreement (including, but not limited to social security contributions and income tax withholdings).

            (c)     With respect to any agreement between the Executive and the Company that provides for terms more favorable than this Agreement (for example, that the Executive is required to remain employed for fewer months after a Change of Control than specified in Section 3; that the payment to be made to the Executive includes a payment for benefits or services not described in Section 4(b); that the multiplier or method of determining the annual bonus under Section 6(d)(i)(B) is greater than that in this Agreement; or that the salary is paid on death for a longer period than specified in Section 6(a)), the Executive shall be entitled to the more favorable term, payment or benefit, without the Executive having to choose between the enforcement of either all this Agreement or all of that other agreement. The more favorable terms of that other agreement shall be deemed to be part of this Agreement, with respect to each such favorable term.

            (d)     This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws. The Executive consents to jurisdiction in New York and venue in Erie County for purposes of all claims arising under this Agreement. The captions of this Agreement are not part of the provisions and shall have no force or effect. Except as specifically referenced in this Agreement (including agreements referenced in (c) treated as specifically referenced in this Agreement), no agreements or representations, oral or otherwise, express or implied, with respect to the subject matter, have been made by either party that are not expressly set forth in this Agreement. No provision of this Agreement may be waived, modified or amended, orally or by any course of conduct, unless such waiver, modification or amendment is set forth in a written agreement duly executed by the parties or their respective successors and legal representatives. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. The Executive's or the Company's failure to insist on strict compliance with any provision in any particular instance shall not be deemed to be a waiver of that provision or any other provision.

        IN WITNESS WHEREOF, the Executive has set his or her hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above.

WILSON GREATBATCH TECHNOLOGIES, INC.

By:_______________________________________

Name/Title

 

EXECUTIVE

__________________________________________

 

STATE OF NEW YORK)
                                        : SS.
COUNTY OF ERIE        )

        On this _____ day of December, in the year 2001, before me personally came ______________________________________, to me personally known, who, being by me duly sworn, did depose and say that deponent resides at ________________________________ in the _____________ of ________________, State of New York; that deponent is the ____________________ of WILSON GREATBATCH TECHNOLOGIES, INC., the corporation described in and which executed the foregoing instrument; and that deponent signed such instrument by order of the Board of Directors of said corporation.

_____________________________________
Notary Public

 

STATE OF ________________)
                                                    : SS.
COUNTY OF ______________)

        On the ____ day of ___________________, in the year 2001, before me, the undersigned, a notary public in and for said state, personally appeared ___________________, personally known to me or provide to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he or she executed the same in his or her capacity, and that by his or her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

_____________________________________
Notary Public

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