EXHIBIT 10.4(b)
EMPLOYMENT AGREEMENT
AMENDED AND RESTATED AGREEMENT by and between CLARCOR Inc., a Delaware corporation (the
"Corporation") and LAWRENCE E. GLOYD(the "Executive") dated as of July 1, 1997.
WHEREAS, Executive currently serves as Chairman of the Board of Directors and Chief Executive Officer of
the Corporation; and
WHEREAS, the Corporation desires to enter into this Agreement to assure the benefits of Executive's future
services to the Corporation, and Executive is willing to postpone his retirement from the Corporation and to
commit to render such services, upon the terms and conditions set forth below.
It is therefore mutually agreed as follows:
1. Employment. The Corporation agrees to employ Executive as Chairman of the Board of Directors and Chief
Executive Officer and Executive agrees to serve the Corporation in such capacities, upon the terms and
conditions and for the period of employment hereinafter set forth. Throughout the Employment Period (as defined
below), subject to the supervision of the Board of Directors (the "Board"), Executive shall exercise such authority
and perform such duties as are commensurate with the authority being exercised and the duties being performed
by Executive immediately preceding the effective date of this Agreement; provided, however, that Executive shall
be responsible primarily for strategic planning, mergers and acquisitions and the development and implementation
of a plan of executive succession within the Corporation which shall include transferring the responsibilities of
Chief Executive Officer to Norman Johnson upon termination of the Employment Period. Executive shall provide
such services at the headquarters of the Corporation in Rockford, Illinois, except as otherwise expressly
provided herein. Throughout the Employment Period, unless otherwise agreed in writing by Executive and the
Corporation, the Corporation shall neither demote Executive nor assign to Executive any duties or responsibilities
that are inconsistent with