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Vice President, Operations Employment Agreement

This is an actual contract by Polaroid Holding.

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Sectors: Consumer Products (Durables)
Governing Law: Massachusetts, View Massachusetts State Laws
Effective Date: July 31, 2004
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Exhibit 10.3(h)


[POLAROID LOGO] J. Michael Pocock Polaroid Corporation President and 1265 Main Street, W3-3 Chief Executive Officer Waltham, MA 02451
781-386-3216
781-833-3263/FAX
pocockm@polaroid.com


May 6, 2003


Mr. Mark Payne 16127 Stewarts Grove Drive Spring, Texas 77379


Dear Mark:


On behalf of Polaroid Corporation (the "Company"), I am pleased to offer you the position of Vice President, Operations Planning reporting directly to me with a hire date to be mutually agreed.


You will receive a base salary of $9,038.00 paid bi-weekly or $235,000.00 annualized. You will be eligible to participate in the Polaroid Incentive Plan (the "PIP") for 2003 with an opportunity of 40% of your pro rated base salary for the year if the Company achieves its target and dependent in part on your achievement of performance goals to be set within 90 days of your hire date. In accordance with the terms of the PIP in effect for 2003, 90% of your PIP will be based on corporate performance and 10% will be based on individual performance goals. Any payment under the 2003 PIP will be made on or before March 15, 2004. Your participation in future years will be subject to the terms of the PIP in effect from time to time as it may apply to officers of the Company. You will also be eligible to participate in the Company's restricted stock purchase program. You will be given the opportunity to purchase 15,385 shares of restricted stock (an amount equal to .5% of the shares outstanding as of February 13, 2003) at the price and subject to the terms and conditions in effect at the time of your award, which will be made to you within seven (7) days of your start date.


You will receive 112 vacation hours in 2003. Beginning in 2004, you will receive 160 hours annually while you are employed by the Company to be administered under the Company's vacation policy. Vacation accrued in a calendar year must be used in that year and may not be carried over into the following calendar year.


The Company has identified you as having critical skills necessary for the Company to achieve its goals over the next fourteen months. Therefore, the Company is offering you enhanced separation


benefits should we terminate your employment for any reason other than for "Cause" prior to July 31, 2004 (see the enclosed Addendum A).


Also enclosed is an addendum highlighting the Company benefits currently available to all employees. A more in-depth description can be found in the Summary Plan Description documents available on the Human Resources Web Site. TO INITIATE BENEFITS ENROLLMENT, YOU MUST CALL THE FIDELITY BENEFITS CONNECTION AT 1-800-210-4015 WITHIN 30 DAYS OF JOINING POLAROID. In addition, as an officer of the Company, you will be eligible to receive up to $5,000.00 per year for documented actual financial planning and tax preparation services and to participate in our $1,000,000.00 Term Life Insurance Policy, subject to providing evidence of insurability. Also, you will be eligible to participate in any long-term incentive plans that may become available to senior executives of the Company.


You shall be entitled to reasonable expenses in relocating your home to the Boston area in accordance with the Company's Relocation Reimbursement policy and agreement, forms of which are enclosed.


Maintaining a safe and healthy work environment is an important priority at the Company. Because it is Company policy not to hire applicants who use unauthorized controlled substances or illegal drugs, a drug-screening test is required. PLEASE CALL OUR HEALTH SERVICES DEPARTMENT AT (781)-386-9000 TO ARRANGE FOR A SCREENING TEST DATE. Enclosed is a Health History questionnaire. Please complete this form and bring it with you on the arranged date.


Before you begin employment, you will also be required to produce certain documents for verification of your eligibility to work in the United States (as required by the Immigration Reform and Control Act of 1986). Please see the enclosed list for documents that comply with this request. In addition, you will also be required to sign and deliver forms related to your employment with the Company, including the enclosed Proprietary Information and Non-Competition Agreement prior to the start of your employment.


By signing this letter, you represent and warrant to the Company that you are under no contractual commitments inconsistent with your obligations to the Company.


Your employment with the Company is "at will" and can be terminated with or without Cause, and with or without notice, at any time, at your or the Company's option, except as otherwise provided by law. The terms of this letter, therefore, do not and are not intended to create an express or implied contract of employment with the Company. No supervisor, manager, or representative of the Company other than the Chief Executive or Chief Human Resources Officer has authority to revise this agreement and any such revision must be in writing and signed by the Chief Executive or Chief Human Resources Officer and you.


Please sign and return a copy of this letter using the enclosed self-addressed envelope. You can bring the other documents with you to the Company representative at your "sign-in" session.


This offer is contingent upon your successful completion of the drug screening test, your execution of this letter, the Proprietary Information and Non-Competition Agreement, and verification of your identity and eligibility to be employed in the United States.


Sincerely,


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