AMENDED AND RESTATED
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT by and between CLARCOR Inc., a
Delaware corporation (the "Corporation"), and ______________ ____________________ (the "Executive") is
dated as of December 17, 2000.
W I T N E S S E T H
WHEREAS, the Executive currently serves as ___________________________ of the Corporation and is
entitled to certain benefits in the event of a Change of Control (as defined below) upon the terms and conditions
set forth in the Employment Agreement between the Corporation and the Executive dated as of
______________ (the "Amended Agreement"); and
WHEREAS, the Executive and the Corporation desire to amend and restate the Original Agreement as
hereinafter provided to clarify certain terms and conditions of Executive's employment with the Corporation.
NOW, THEREFORE, it is mutually agreed as follows:
The Corporation wishes to attract and retain well-qualified executive and key personnel and to assure both itself
and the Executive of continuity of management in the event of any actual or threatened Change of Control (as
defined in Section 2) of the Corporation. To achieve this purpose, the Compensation Committee of the Board of
Directors of the Corporation has considered and recommends that agreements should be entered into with such
personnel, and in accordance with that recommendation, the Board of Directors (the "Board") has approved this
Agreement as being in the best interests of the Corporation and its stockholders.
1. Operation of Agreement. The "Effective Date of this Agreement" shall be the date on which a Change of
2. Change of Control. For the purpose of this Agreement, a "Change of Control" shall mean:
(a) The acquisition (other than from the Corporation) by any person, entity or "group", within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of
beneficial ownership (within the