EXHIBIT 10.4(a)
FORM OF EMPLOYMENT AGREEMENT
AGREEMENT by and between CLARCOR Inc., a Delaware corporation (the "Corporation") and
______________________ (the "Executive") dated as of June 13, 1996. The Corporation and the Executive
hereby agree as follows:
Factual Background
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 has approved this Agreement as
being in the best interests of the Corporation and its shareholders.
1. Operation of Agreement. The "effective date of this Agreement" shall be the date on which a Change of
Control occurs. Anything in this Agreement to the contrary notwithstanding, if a Change of Control occurs and if
the Executive's employment with the Corporation is terminated or the Executive ceases to be an officer of the
Corporation prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the
Executive that such termination of employment or cessation of status as an officer (i) was at the request of a third
party who has taken steps reasonably calculated to effect the Change of Control or (ii) otherwise arose in
connection with
or anticipation of the Change of Control, then for all purposes of this Agreement the "effective date of this
agreement" shall mean the date immediately prior to the date of such termination of employment or cessation of
status as an officer.
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 o