Common use of By the Company Without Cause or Resignation by Executive for Good Reason Clause in Contracts

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If Executive's employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "Good Reason" shall mean, without Executive's consent, (A) the failure of the Company to pay or cause to be paid Executive's Base Salary or Annual Bonus, when due hereunder, (B) any substantial and sustained diminution in Executive's authority or responsibilities from those described in Section 2 hereof or (C) relocation of Executive's principal place of business by more than 30 miles, provided that relocation to St. Louis, MO or Greenwich, CT shall not constitute Good Reason; provided that the events described in clauses (A), (B) and (C) of this Section 8(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 20 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" shall cease to exist for an event on the 90th day following the later of its occurrence or Executive's knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) The Employment Term and Executive's employment hereunder may be terminated by the Company without Cause or by Executive's resignation for Good Reason. (ii) If Executive's employment is terminated by the Company without Cause (other than by reason of death or Disability) or if pursuant to a resignation by Executive resigns for Good Reason, Executive shall be entitled to receiveto: (A) receive the Accrued Rights; (B) receive, subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment(i) continued payment of the Base Salary until the expiration of the Employment Term determined as if such termination had not occurred and (ii) to the extent not previously received, within 60 days (A) the Sign-On Bonuses and (B) Annual Bonuses equal to $700,000 for the fiscal year ending December 31, 2002 and $290,000 for the fiscal year ending December 31, 2003, payable in a lump sum when such Bonuses would otherwise have been paid if Executive continued employment with the Company for the remainder of the Employment Term; provided that the amount received under this Section B shall in no event be less than one (1) year's Base Salary plus $700,000; (C) full vesting of the Option, the Restricted Stock and all other equity awards or grants, with the right of Executive to exercise the Option during the shorter of (i) the remaining stated term of the Option or (ii) five years after the date of such termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (CD) the benefits as provided an accrued benefit in the Premcor Senior Supplemental Executive Retirement Plan, whether or not previously vestedBenefit Plan determined as if Executive's employment continued for the remainder of the Employment Term and Executive received the Bonuses described in Section 8(b)(ii)(B)(ii). Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's resignation for Good Reason, except as set forth in this Section 8(c)(i8(b)(ii), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this AgreementAgreement or any other severance plan, "Good Reason" shall mean, without Executive's consent, (A) the failure severance policy or severance arrangement of the Company to pay or cause to be paid Executive's Base Salary or Annual Bonusits affiliates, when due hereunder, (B) any substantial and sustained diminution except as provided in Executive's authority or responsibilities from those described in Section 2 hereof or (C) relocation of Executive's principal place of business by more than 30 miles, provided that relocation to St. Louis, MO or Greenwich, CT shall not constitute Good Reason; provided that the events described in clauses (A), (B) and (C) of this Section 8(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 20 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" shall cease to exist for an event on the 90th day following the later of its occurrence or Executive's knowledge thereof, unless Executive has given the Company written notice thereof prior to such dateAgreement.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If The Employment Term and Executive's employment is hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "Good Reason" shall meanmean Executive's resignation of Executive's employment with the Company as a result of the following actions, which actions remain uncured for at least 30 days following written notice from Executive to the Company describing the occurrence of such events and asserting that such events constitute grounds for a Good Reason resignation, provided notice of such resignation is given to the Company within 60 days after the expiration of the cure period: (A) without Executive's express written consent, any material reduction in the level of Executive's authority or duties from those set forth on Exhibit A of this Agreement (including, for these purposes, any authority or duties assigned to Executive with the consent of Executive and the Board within 90 days following the Closing Date); provided, however, that, for the avoidance of doubt, the sale by New SAC of Seagate Removable Storage Solutions Holdings, Seagate Software (Cayman) Holdings, XIOTECH Corporation or any of their subsidiaries shall not be considered a material reduction in the level of Executive's authority or duties; (B) without Executive's express written consent, a reduction of 10% or more in the level of the base salary, target annual bonus or employee benefits to be provided to Executive under this Agreement, other than a reduction implemented with the consent of Executive or a reduction that is equivalent to reduction in base salaries, bonus opportunities and/or employee benefits, as applicable, imposed on all other senior executives of the Company at a similar level within the Company (provided that the use of private aircraft shall not be deemed an employee benefit for these purposes); or (C) the relocation of Executive to a principal place of employment more than 50 miles from Executive's current principal place of employment, without Executive's express written consent, (A) the failure of the Company to pay or cause to be paid Executive's Base Salary or Annual Bonus, when due hereunder, (B) any substantial and sustained diminution in Executive's authority or responsibilities from those described in Section 2 hereof or (C) relocation of Executive's principal place of business by more than 30 miles, provided that relocation to St. Louis, MO or Greenwich, CT shall not constitute Good Reason; provided that the events described in clauses (A), (B) and (C) of this Section 8(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 20 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" shall cease to exist for an event on the 90th day following the later of its occurrence or Executive's knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If Executive's employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights;; and (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, paymentlump sum payment equal to three times Base Salary and Base Bonus, which shall be paid within 60 days of after the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's resignation for Good Reason, except as set forth in this Section 8(c)(i), and in the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "Good Reason" shall mean, without Executive's consent, (A) the failure of the Company to pay or cause to be paid Executive's Base Salary or Annual Bonus, when due hereunder, (B) any substantial and sustained diminution in Executive's authority or responsibilities from those described in Section 2 hereof or (C) relocation of Executive's principal place of business by more than 30 miles, provided that relocation to St. Louis, MO or Greenwich, CT shall not constitute Good Reason; provided that the events described in clauses (A), (B) and (C) of this Section 8(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 20 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" shall cease to exist for an event on the 90th day following the later of its occurrence or Executive's knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If The Employment Term and Executive's ’s employment is hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's ’s resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "“Good Reason" ” shall mean, without Executive's consent, mean (A) the failure of any material breach by the Company to pay or cause to be paid Executive's Base Salary or Annual Bonus, when due hereunderof this Agreement, (B) any substantial and sustained diminution diminution, other than in an inconsequential or immaterial aspect, in Executive's authority ’s authority, title, duties or responsibilities from those described in Section 2 hereof or hereof, (C) the assignment to Executive of a material amount of different or additional duties that are significantly inconsistent with Executive’s position, (D) a merger or other business combination or a material divestiture of all or substantially all of its assets, whereby the Company is no longer primarily in the energy related business, or (E) the relocation of Executive's , the Company’s principal place executive offices or all or substantially all of business by more than 30 milesthe Company’s executive level employees without Executive’s consent, provided that relocation to St. Louisany location outside of the Houston, MO or Greenwich, CT Texas metropolitan region. Executive shall not constitute have the right to terminate her employment for “Good Reason” by giving the Company notice in writing of the reason for such termination and the Employment Term shall terminate on the date of Executive’s termination of employment; provided that either of the events described in clauses (A), (B) and (C) of this Section 8(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 20 30 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "“Good Reason" ” shall cease to exist for an event on the 90th 60th day following the later of its occurrence or Executive's ’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date. Executive’s failure to resign in connection with any event, or occurrence, which constitutes Good Reason shall not be deemed a waiver of any other event or occurrence thereafter which constitutes Good Reason.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If The Employment Term and Executive's ’s employment is hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's ’s resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "“Good Reason" ” shall mean, without Executive's ’s written consent, (A) the failure a reduction, which either alone or when taken together with all other such reductions, equals more than 10 percent of the Company to pay or cause to be paid Executive's ’s Base Salary or Annual Bonus, when due hereunderas then in effect, (B) any substantial and sustained diminution a reduction, which either alone or when taken together with all other such reductions, equals more than 10 percent of Executive’s target annual bonus or a material reduction by the Company of Employee Benefits to which Executive is entitled (other than an overall reduction in Executive's authority or responsibilities from those described in Section 2 hereof or benefits that affects substantially all full-time employees of the Company), (C) Executive’s removal from the position of Executive Vice President, General Counsel and Corporate Secretary of the Company, (D) a material adverse change in Executive’s authority, duties and responsibilities or reporting lines from those in effect immediately following the Commencement Date, (E) a relocation of Executive's ’s principal place of business by employment with the Company of more than 30 miles35 miles from Executive’s then-current work location, provided (F) the Company’s failure to pay amounts to which Executive is entitled under this Agreement, or (G) the Company’s giving written notice that relocation it elects not to St. Louis, MO or Greenwich, CT extend the Employment Term pursuant to Section 1 of this Agreement (but this clause (G) shall not constitute Good Reasonapply only if Executive would be less than age 62 at the end of the Employment Term); provided that the events any event described in clauses (A), ) through (BF) and (C) of this Section 8(c)(ii) above shall constitute Good Reason only if the Company fails to cure such event within 20 30 days after receipt from Executive of written notice of the event which constitutes Good Reason; and provided, further, that "Good Reason" Reason shall cease to exist for an event on the 90th day described in clauses (A) through (F) above one hundred eighty (180) days following the later of its occurrence or Executive's ’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If The Employment Term and Executive's ’s employment is hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's ’s resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "“Good Reason" ” shall mean, without Executive's ’s written consent, (A) the failure of the Company to pay or cause to be paid a reduction in Executive's ’s Base Salary or Annual Bonus, when due hereunderas then in effect, (B) any substantial and sustained diminution a reduction in Executive's authority ’s target Annual Bonus to less than 60% of the Base Salary or responsibilities from those described a material reduction by the Company of Employee Benefits to which Executive is entitled (other than an overall reduction in Section 2 hereof or benefits that affects substantially all full-time employees of the Company and its affiliates), (C) Executive’s removal from the position of Executive Vice President of the Company or President of Essex Group North America, (D) a material adverse change in Executive’s authority, duties and responsibilities or reporting lines, (E) a relocation of Executive's ’s principal place of business by employment with the Company of more than 30 miles35 miles from Executive’s then current work location, provided that other than a relocation to St. Louisthe Company’s headquarters in the Greater Atlanta Metropolitan Area, MO (F) the Company’s failure to pay amounts to which Executive is entitled under this Agreement, or Greenwich, CT (G) the Company’s giving written notice that it elects not to extend the Employment Term pursuant to Section 1 of this Agreement (but this clause (G) shall not constitute Good Reasonapply only if Executive would be less than age 62 at the end of the Employment Term); provided that the events any event described in clauses (A), ) through (BF) and (C) of this Section 8(c)(ii) above shall constitute Good Reason only if the Company fails to cure such event within 20 30 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" Reason shall cease to exist for an event described in clauses (A) through (F) above on the 90th 60th day following the later of its occurrence or Executive's ’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If The Employment Term and Executive's ’s employment is hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's ’s resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "“Good Reason" ” shall mean, without Executive's ’s written consent, (A) the failure of the Company to pay or cause to be paid a reduction in Executive's ’s Base Salary or Annual Bonus, when due hereunderas then in effect, (B) any substantial and sustained diminution a reduction in Executive's authority ’s target Annual Bonus to less than 60% of the Base Salary or responsibilities from those described a material reduction by the Company of Employee Benefits to which Executive is entitled (other than an overall reduction in Section 2 hereof or benefits that affects substantially all full-time employees of the Company and its affiliates), (C) Executive’s removal from the position of Executive Vice President of the Company or President of Superior Essex Communications LLC, (D) a material adverse change in Executive’s authority, duties and responsibilities or reporting lines, (E) a relocation of Executive's ’s principal place of business by employment with the Company of more than 30 miles35 miles from Executive’s then current work location, provided (F) the Company’s failure to pay amounts to which Executive is entitled under this Agreement, or (G) the Company’s giving written notice that relocation it elects not to St. Louis, MO or Greenwich, CT extend the Employment Term pursuant to Section 1 of this Agreement (but this clause (G) shall not constitute Good Reasonapply only if Executive would be less than age 62 at the end of the Employment Term); provided that the events any event described in clauses (A), ) through (BF) and (C) of this Section 8(c)(ii) above shall constitute Good Reason only if the Company fails to cure such event within 20 30 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" Reason shall cease to exist for an event described in clauses (A) through (F) above on the 90th 60th day following the later of its occurrence or Executive's ’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If The Employment Term and Executive's ’s employment is hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's ’s resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "“Good Reason" ” shall mean, without Executive's ’s written consent, (A) the failure of the Company to pay or cause to be paid a reduction in Executive's ’s Base Salary or Annual Bonus, when due hereunderas then in effect, (B) any substantial and sustained diminution a reduction in Executive's authority ’s target Annual Bonus to less than 60% of the Base Salary or responsibilities from those described a material reduction by the Company of Employee Benefits to which Executive is entitled (other than an overall reduction in Section 2 hereof or benefits that affects substantially all full-time employees of the Company and its affiliates), (C) Executive’s removal from the position of Executive Vice President of the Company or President of Essex Asia-Pacific, (D) a material adverse change in Executive’s authority, duties and responsibilities or reporting lines, (E) a relocation of Executive's ’s principal place of business by employment with the Company of more than 30 miles35 miles from Executive’s then current work location, provided (F) the Company’s failure to pay amounts to which Executive is entitled under this Agreement, or (G) the Company’s giving written notice that relocation it elects not to St. Louis, MO or Greenwich, CT extend the Employment Term pursuant to Section 1 of this Agreement (but this clause (G) shall not constitute Good Reasonapply only if Executive would be less than age 62 at the end of the Employment Term); provided that the events any event described in clauses (A), ) through (BF) and (C) of this Section 8(c)(ii) above shall constitute Good Reason only if the Company fails to cure such event within 20 30 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" Reason shall cease to exist for an event described in clauses (A) through (F) above on the 90th 60th day following the later of its occurrence or Executive's ’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If The Employment Term and Executive's ’s employment is hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's ’s resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "“Good Reason" ” shall mean, without Executive's ’s written consent, (A) the failure of the Company to pay or cause to be paid a reduction in Executive's ’s Base Salary or Annual Bonus, when due hereunderas then in effect, (B) any substantial and sustained diminution a reduction in Executive's authority ’s target Annual Bonus to less than 55% of the Base Salary or responsibilities from those described a material reduction by the Company of Employee Benefits to which Executive is entitled (other than an overall reduction in Section 2 hereof or benefits that affects substantially all full-time employees of the Company and its affiliates), (C) Executive’s removal from the position of Executive Vice President or General Counsel and Corporate Secretary of the Company, (D) a material adverse change in Executive’s authority, duties and responsibilities or reporting lines, (E) a relocation of Executive's ’s principal place of business by employment with the Company of more than 30 miles35 miles from Executive’s then current work location, provided (F) the Company’s failure to pay amounts to which Executive is entitled under this Agreement, or (G) the Company’s giving written notice that relocation it elects not to St. Louis, MO or Greenwich, CT shall not constitute Good Reasonextend the Employment Term pursuant to Section 1 of this Agreement; provided that the events any event described in clauses (A), ) through (BF) and (C) of this Section 8(c)(ii) above shall constitute Good Reason only if the Company fails to cure such event within 20 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" Reason shall cease to exist for an event described in clauses (A) through (F) above on the 90th 60th day following the later of its occurrence or Executive's ’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If The Employment Term and Executive's ’s employment is hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's ’s resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "“Good Reason" ” shall mean, without Executive's consent, mean (A) any material breach by the Company of this Agreement or failure of by the Company to pay execute or cause to be paid Executive's Base Salary or Annual Bonus, when due hereunderdeliver the Equity Documents, (B) any substantial and sustained diminution diminution, other than in an inconsequential or immaterial aspect, in Executive's authority ’s authority, title, duties or responsibilities from those described in Section 2 hereof or hereof, (C) the assignment to Executive of a material amount of different or additional duties that are significantly inconsistent with Executive’s position, (D) a merger or other business combination or a material divestiture of all or substantially all of its assets, whereby the Company is no longer primarily in the energy related business, or (E) the relocation of Executive's , the Company’s principal place executive offices or all or substantially all of business by more than 30 milesthe Company’s executive level employees without Executive’s consent, provided that relocation to St. Louisany location outside of the Houston, MO or Greenwich, CT Texas metropolitan region. Executive shall not constitute have the right to terminate his employment for “Good Reason” by giving the Company notice in writing of the reason for such termination and the Employment Term shall terminate on the date of Executive’s termination of employment; provided that either of the events described in clauses (A), (B) and (C) of this Section 8(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 20 30 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "“Good Reason" ” shall cease to exist for an event on the 90th 60th day following the later of its occurrence or Executive's ’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date. Executive’s failure to resign in connection with any event, or occurrence, which constitutes Good Reason shall not be deemed a waiver of any other event or occurrence thereafter which constitutes Good Reason.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If Executive's employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "Good Reason" shall mean, without Executive's consent, (A) the failure of the Company to pay or cause to be paid Executive's Base Salary or Annual Bonus, when due hereunder, (B) any substantial and sustained diminution in Executive's authority or responsibilities from those described in Section 2 hereof or (C) relocation of Executive's principal place of business by more than 30 miles, provided that relocation to St. Louis, MO or Greenwich, CT shall not constitute Good Reason; provided that the events described in clauses (A), (B) and (C) of this Section 8(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 20 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" shall cease to exist for an event on the 90th day following the later of its occurrence or Executive's knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.Good

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If Executive's ’s employment is terminated by the Company without Cause (other than by reason of death or Disabilityas defined in Section 8(a)(ii)) or if Executive resigns for Good ReasonReason (as defined below), Executive shall be entitled to receive: (A) the Accrued RightsBase Salary through the date of termination; (B) any Annual Bonus earned but unpaid as of the date of termination for any previously completed fiscal year; (C) such Employee Benefits, if any, as to which Executive may be entitled under the employee benefit plans of the Company; (D) a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable had Executive’s employment not terminated; (E) subject to Executive's ’s continued compliance with the provisions of Sections 9 and 10Section 9, Executive shall receive a lump sum payment, within 60 days of the date of termination of Executive's ’s employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base BonusTwo Million Dollars ($2,000,000); and (CF) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "“Good Reason" ” shall mean, without Executive's ’s consent, (A) the failure of the Company to pay or cause to be paid Executive's ’s Base Salary or Annual Bonus, when due hereunder, (B) any substantial and sustained diminution in Executive's ’s title, authority or responsibilities from those described in Section 2 hereof or (C) relocation of Executive's ’s principal place of business by more than 30 miles, provided that relocation to St. Louis, MO or Greenwich, CT shall not constitute Good Reason; provided that the events described in clauses (A), (B) and (C) of this Section 8(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 20 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "“Good Reason" ” shall cease to exist for an event on the 90th day following the later of its occurrence or Executive's ’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If The Employment Term and Executive's ’s employment is hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's ’s resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "“Good Reason" ” shall mean, without Executive's ’s written consent, (A) the failure of the Company to pay or cause to be paid a reduction in Executive's ’s Base Salary or Annual Bonus, when due hereunderas then in effect, (B) any substantial and sustained diminution a reduction in Executive's authority ’s target Annual Bonus to less than 55% of the Base Salary or responsibilities from those described a material reduction by the Company of Employee Benefits to which Executive is entitled (other than an overall reduction in Section 2 hereof or benefits that affects substantially all full-time employees of the Company and its affiliates), (C) Executive’s removal from the position of Executive Vice President of the Company or Chief Financial Officer of the Company, (D) a material adverse change in Executive’s authority, duties and responsibilities or reporting lines, (E) a relocation of Executive's ’s principal place of business by employment with the Company of more than 30 miles35 miles from Executive’s then current work location, provided (F) the Company’s failure to pay amounts to which Executive is entitled under this Agreement, or (G) the Company’s giving written notice that relocation it elects not to St. Louis, MO or Greenwich, CT shall not constitute Good Reasonextend the Employment Term pursuant to Section 1 of this Agreement; provided that the events any event described in clauses (A), ) through (BF) and (C) of this Section 8(c)(ii) above shall constitute Good Reason only if the Company fails to cure such event within 20 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" Reason shall cease to exist for an event described in clauses (A) through (F) above on the 90th 60th day following the later of its occurrence or Executive's ’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If The Employment Term and Executive's ’s employment is hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's ’s resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "“Good Reason" ” shall mean, without Executive's consent, mean (A) any material breach by the Company of this Agreement, failure of by the Company to pay execute or cause to be paid Executive's Base Salary deliver the Award Agreements within 10 business days of the Effective Date, or Annual Bonusexecute or deliver the other Equity Documents as soon as practicable (and in no event later than March 31, when due hereunder2005), (B) any substantial and sustained diminution diminution, other than in an inconsequential or immaterial aspect, in Executive's authority ’s authority, title, duties or responsibilities from those described in Section 2 hereof or that are consistent with the position of chief financial officer of a company (and subsidiaries) of similar size and natue, (C) the assignment to Executive of a material amount of different or additional duties that are significantly inconsistent with Executive’s position, (D) a merger or other business combination or a material divestiture of all or substantially all of its assets, whereby the Company is no longer primarily in the energy related business, or (E) the relocation of Executive's , the Company’s principal place executive offices or all or substantially all of business by more than 30 milesthe Company’s executive level employees without Executive’s consent, provided that relocation to St. Louisany location outside of the Houston, MO or Greenwich, CT Texas metropolitan region. Executive shall not constitute have the right to terminate his employment for “Good Reason” by giving the Company notice in writing of the reason for such termination and the Employment Term shall terminate on the date of Executive’s termination of employment; provided that either of the events described in clauses (A), (B) and (C) of this Section 8(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 20 30 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "“Good Reason" ” shall cease to exist for an event on the 90th 60th day following the later of its occurrence or Executive's ’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date. Executive’s failure to resign in connection with any event, or occurrence, which constitutes Good Reason shall not be deemed a waiver of any other event or occurrence thereafter which constitutes Good Reason.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If Executive's employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus, provided, however, that such amount shall in no case be less than One Million Two Hundred Thousand Dollars ($1,200,000) or if such termination shall occur after or in connection with a change-in-control of the Company, not less than One Million Eight Hundred Thousand Dollars ($1,800,000); and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's resignation for Good Reason, except as set forth in this Section 8(c)(i), and in the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "Good Reason" shall mean, without Executive's consent, (A) the failure of the Company to pay or cause to be paid Executive's Base Salary or Annual Bonus, when due hereunder, (B) any substantial and sustained diminution in Executive's authority or responsibilities from those described in Section 2 hereof or (C) relocation of Executive's principal place of business by more than 30 miles, provided that relocation to St. Louis, MO or Greenwich, CT shall not constitute Good Reason; provided that the events described in clauses (A), (B) and (C) of this Section 8(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 20 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" shall cease to exist for an event on the 90th day following the later of its occurrence or Executive's knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If The Employment Term and Executive's ’s employment is hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's ’s resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "“Good Reason" ” shall mean, without Executive's ’s written consent, (A) the failure of the Company to pay or cause to be paid a reduction in Executive's ’s Base Salary or Annual Bonus, when due hereunderas then in effect, (B) any substantial and sustained diminution a reduction in Executive's authority ’s annual bonus opportunity to less than 100% of Base Salary or responsibilities from those described a material reduction by the Company of benefits to which Executive is entitled (other than an overall reduction in Section 2 hereof or benefits that affects substantially all full-time employees of the Company), (C) Executive’s removal from the position of CEO of the Company, (D) a material adverse change in Executive’s authority, duties and responsibilities that is substantially inconsistent with Executive’s position as CEO of the Company, (E) a relocation of Executive's ’s principal place of business by employment with the Company of more than 30 miles35 miles from the Atlanta, provided Georgia metropolitan area, (F) the Company’s failure to pay amounts to which Executive is entitled under this Agreement, or (G) the Company’s giving written notice that relocation it elects not to St. Louis, MO or Greenwich, CT extend the Employment Term pursuant to Section 1 of this Agreement (but this clause (G) shall not constitute Good Reasonapply only if Executive would be less than age 62 at the end of the Employment Term); provided that the events any event described in clauses (A), ) through (BF) and (C) of this Section 8(c)(ii) above shall constitute Good Reason only if the Company fails to cure such event within 20 30 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" Reason shall cease to exist for an event described in clauses (A) through (F) above on the 90th 60th day following the later of its occurrence or Executive's ’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If The Employment Term and Executive's ’s employment is hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's ’s resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "“Good Reason" ” shall meanmean one or more of the following (other than a CEO Resignation Event): (i) the material reduction of Executive’s title, without duties, authority, responsibilities and/or reporting relationship, all from that which existed at the commencement of Executive's consent’s employment, which is not cured within 30 days after Executive provides written notice to the Company; provided however, it shall not be considered Good Reason if, upon or following a Change in Control, Executive’s compensation, duties, authority and responsibilities remain the same as those prior to the Change in Control but Executive’s title is changed (Aprovided that such title is the functional equivalent and of similar prestige to Executive’s title immediately preceding such Change in Control) (ii) the reduction of Executive’s base salary (which is not cured within 30 days after Executive provides written notice) or target bonus percentage to below 100%; (iii) the relocation of Executive to a business location in excess of 50 miles from the Company’s headquarters in San Antonio (which is not cured within 30 days after Executive provides written notice);(iv) the failure of the Company to pay obtain a satisfactory agreement from any successor of the Company to assume and agree to perform the Company’s obligations under this Agreement and deliver a copy thereof to Executive, unless such assumption occurs by operation of law; or cause (v) a material breach by the Company of any of its obligations under this Agreement and the Company’s failure to cure such breach within thirty (30) days after written notice thereof by Executive. To be paid Executive's Base Salary considered a resignation from employment on an account of Good Reason, Executive must provide written notice to the Company (stating that Executive believes one or Annual Bonusmore of the Good Reason conditions described above exists) within 90 days following the initial existence of such condition, when due hereunderand must resign within 30 days following the Company’s failure to cure such condition. For the purposes of this Agreement, “Change in Control” shall mean the consummation of a transaction, whether in a single transaction or in a series of related transactions, with an independent third party or a group of independent third parties pursuant to which such party or parties (A) acquire (whether by merger, consolidation, or transfer or issuance of equity interests or otherwise) equity interests of Chiron Guernsey Holdings L.P. Inc. (or any surviving or resulting company) possessing the voting power to elect a majority of the board of directors of Chiron Holdings GP, Inc. (or such surviving or resulting company) or (B) any substantial and sustained diminution in Executive's authority acquire assets constituting all or responsibilities from those described in Section 2 hereof or (C) relocation of Executive's principal place of business by more than 30 miles, provided that relocation to St. Louis, MO or Greenwich, CT shall not constitute Good Reason; provided that the events described in clauses (A), (B) and (C) of this Section 8(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 20 days after receipt from Executive of written notice substantially all of the event which constitutes Good Reason; provided, further, that "Good Reason" shall cease to exist for an event assets of Chiron Guernsey Holdings L.P. Inc. and its subsidiaries (as determined on the 90th day following the later of its occurrence or Executive's knowledge thereof, unless Executive has given the Company written notice thereof prior to such datea consolidated basis).

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If The Employment Term and Executive's ’s employment is hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's ’s resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "“Good Reason" ” shall mean, without Executive's ’s written consent, (A) the failure a reduction, which either alone or when taken together with all other such reductions, equals more than 10 percent of the Company to pay or cause to be paid Executive's ’s Base Salary or Annual Bonus, when due hereunderas then in effect, (B) any substantial and sustained diminution a reduction, which either alone or when taken together with all other such reductions, equals more than 10 percent of Executive’s annual bonus opportunity or a material reduction by the Company of benefits to which Executive is entitled (other than an overall reduction in benefits that affects substantially all full-time employees of the Company), (C) Executive’s removal from the position of CEO of the Company, (D) a material adverse change in Executive's authority or ’s authority, duties and responsibilities from those described in Section 2 hereof or effect immediately following the Commencement Date, (CE) a relocation of Executive's ’s principal place of business by employment with the Company of more than 30 miles35 miles from the Atlanta, provided Georgia metropolitan area, (F) the Company’s failure to pay amounts to which Executive is entitled under this Agreement, or (G) the Company’s giving written notice that relocation it elects not to St. Louis, MO or Greenwich, CT extend the Employment Term pursuant to Section 1 of this Agreement (but this clause (G) shall not constitute Good Reasonapply only if Executive would be less than age 62 at the end of the Employment Term); provided that the events any event described in clauses (A), ) through (BF) and (C) of this Section 8(c)(ii) above shall constitute Good Reason only if the Company fails to cure such event within 20 30 days after receipt from Executive of written notice of the event which constitutes Good Reason; and provided, further, that "Good Reason" Reason shall cease to exist for an event on the 90th day described in clauses (A) through (F) above one hundred eighty (180) days following the later of its occurrence or Executive's ’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If The Employment Term and Executive's employment is hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reasonimmediately, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10without prior written notice thereof, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's resignation for Good ReasonReason (subject to the notice requirements, except which may be waived by the Company, as set forth described above in this Section 8(c)(i8, and to the provision of Section 8(c)(ii), and below). In addition to the Plan and any applicable option agreementforegoing, a notice of non-extension of the Employment Term by the Company shall be deemed to be a termination of the Executive's employment without Cause as of the date the Company notifies Executive shall have no further rights to any compensation or any other benefits under this Agreementof such non-extension. (ii) For purposes of this Agreement, "Good Reason" shall mean, without Executive's consent, (A) a reduction in Executive's base salary or annual bonus opportunity, (B) a substantial reduction in Executive's duties, authorities, and responsibilities or removal from Executive of the title of Chief Executive Officer of the Company, (C) the Executive's removal from, or failure to be re-elected to the Board, (D) the elimination or reduction of Executive's eligibility to participate in the Company's benefit programs that is inconsistent with the eligibility of similarly situated employees of the Company to pay or cause participate therein, provided, however, that any adverse change to the terms of the Supplemental Pension Benefit shall be paid Executive's Base Salary or Annual Bonus, when due hereunderdeemed an event of Good Reason, (BD) any substantial and sustained diminution in Executive's authority or responsibilities from those described in Section 2 hereof or (C) relocation a transfer of Executive's principal place of business primary workplace by more than 30 milesthirty-five (35) miles from the Company's offices in Princeton, provided that relocation New Jersey, (E) any failure by the Company to St. Louispay when due any payment owed to Executive within 15 days after the date such payment becomes due or (F) failure of any successor to the Company (whether direct or indirect and whether by merger, MO acquisition, consolidation or Greenwichotherwise) to assume in a writing delivered to the Executive, CT shall not constitute Good Reasonupon the assignee becoming such, the obligations of the Company hereunder; provided that either of the events described in clauses (A), (B) and (CB) of this Section 8(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 20 30 days after receipt from Executive of written notice of the event which constitutes Good Reason; and provided, further, that "Good Reason" shall cease to exist for an event on the 90th day 60thday following the later of its occurrence or Executive's knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If The Employment Term and Executive's ’s employment is hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's ’s resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "“Good Reason" ” shall mean, without Executive's ’s written consent, (A) the failure of the Company to pay or cause to be paid a reduction in Executive's ’s Base Salary or Annual Bonus, when due hereunderas then in effect, (B) any substantial and sustained diminution a reduction in Executive's authority ’s target Annual Bonus to less than 70% of the Base Salary or responsibilities from those described a material reduction by the Company of Employee Benefits to which Executive is entitled (other than an overall reduction in Section 2 hereof or benefits that affects substantially all full-time employees of the Company and its affiliates), (C) Executive’s removal from the position of Executive Vice President of the Company or Chief Financial Officer of the Company, (D) a material adverse change in Executive’s authority, duties and responsibilities or reporting lines, (E) a relocation of Executive's ’s principal place of business by employment with the Company of more than 30 miles35 miles from Executive’s then current work location, provided (F) the Company’s failure to pay amounts to which Executive is entitled under this Agreement, or (G) the Company’s giving written notice that relocation it elects not to St. Louis, MO or Greenwich, CT extend the Employment Term pursuant to Section 1 of this Agreement (but this clause (G) shall not constitute Good Reasonapply only if Executive would be less than age 62 at the end of the Employment Term); provided that the events any event described in clauses (A), ) through (BF) and (C) of this Section 8(c)(ii) above shall constitute Good Reason only if the Company fails to cure such event within 20 30 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" Reason shall cease to exist for an event described in clauses (A) through (F) above on the 90th 60th day following the later of its occurrence or Executive's ’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If The Employment Term and Executive's ’s employment is hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's ’s resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "“Good Reason" ” shall meanmean (A) any material reduction in Executive’s position (including status, without offices, titles or reporting requirements) , authority, duties or responsibilities, but excluding the failure to continue to serve as Executive Chairman of the Company or an isolated, insubstantial or inadvertent action not taken in bad faith; (B) any reduction of Executive's consent’s Base Salary, or annual bonus opportunity then in effect, unless such reduction is consistent with similar reductions applied to other senior management of the Company, (AC) the failure of the Company to pay or cause to be paid Executive's Base Salary any other material amount due pursuant to this Agreement; (D) the requirement that Executive relocate the office from which she renders services hereunder to an office which is more than twenty-five miles from the city limit of Dallas, Texas or Annual Bonus, when due hereunder, (BE) any substantial and sustained diminution in Executive's authority material breach of this Agreement or responsibilities from those described in Section 2 hereof or (C) relocation of Executive's principal place of business the Indemnification Agreement by more than 30 miles, provided that relocation to St. Louis, MO or Greenwich, CT shall not constitute Good ReasonCompany; provided that none of the events described in clauses (A), (B), (C), (D) and (CE) of this Section 8(c)(ii8(b)(ii) shall constitute Good Reason only if hereunder unless (x) Executive shall have given written notice to the Company fails to cure such event within 20 days after receipt from Executive of written notice of the event which constitutes Executive asserts gives rise to her right to terminate her employment with Good Reason; provided, further, that "Good Reason" shall cease to exist for an event on the 90th day Reason within ninety (90) days following the later occurrence of its occurrence or Executive's knowledge thereof, unless Executive has given any such event and (y) the Company written notice thereof prior shall have failed to remedy such dateevent within thirty (30) days of the Company’s receipt of such notice.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If The Employment Term and Executive's employment is hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's resignation for Good Reason; provided, however, that Non-Renewal of this Agreement shall be treated as a termination of employment during the Employment Term without Cause except in the event of (a) Cause; or (b) Executive's rejection of the offer of continued employment on terms and conditions not materially less advantageous to Executive as set forth those in effect immediately prior to the Non-Renewal of this Section 8(c)(iAgreement (a "Non-Renewal without Cause"). In addition, and a Non-Renewal without Cause shall be treated as a Good Termination for purposes of the Company's Deferred Compensation Plan, 2004 Stock Incentive Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreementplans or programs of the Company that employs a Good Termination definition or employs any comparable concept. (ii) For purposes of this Agreement, "Good Reason" shall mean, without Executive's consent, mean (A) the failure of the Company to pay or cause to be paid any reduction in Executive's Base Salary or Annual Bonus, when due hereunder, Bonus opportunity or (B) any substantial and sustained diminution in Executive's authority position or responsibilities from those described duties, adverse change in Section 2 hereof reporting lines or assignment of duties materially inconsistent with Executive's position (other than in connection with an increase in responsibility or a promotion); or (C) a change in the location of the principal offices of the Company after which the Company requires your relocation out of Executive's principal place of business by more than 30 miles, provided that relocation to St. Louis, MO or Greenwich, CT shall not constitute Good Reasonthe Dallas-Fort Worth metropolitan area; provided that the events described in clauses (A), (B) and ), or (C) of this Section 8(c)(ii7(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 20 30 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" shall cease to exist for an event on the 90th day following the later of its occurrence or Executive's knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If The Employment Term and Executive's ’s employment is hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's ’s resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "“Good Reason" ” shall mean, without Executive's ’s written consent, (A) the failure of the Company to pay or cause to be paid a reduction in Executive's ’s Base Salary or Annual Bonus, when due hereunderas then in effect, (B) any substantial and sustained diminution a reduction in Executive's authority ’s target Annual Bonus to less than 55% of the Base Salary or responsibilities from those described a material reduction by the Company of Employee Benefits to which Executive is entitled (other than an overall reduction in Section 2 hereof or benefits that affects substantially all full-time employees of the Company and its affiliates), (C) Executive’s removal from the position of Executive Vice President of the Company or President of Essex Group, Inc., (D) a material adverse change in Executive’s authority, duties and responsibilities or reporting lines, (E) a relocation of Executive's ’s principal place of business by employment with the Company of more than 30 miles35 miles from Executive’s then current work location, provided (F) the Company’s failure to pay amounts to which Executive is entitled under this Agreement, or (G) the Company’s giving written notice that relocation it elects not to St. Louis, MO or Greenwich, CT shall not constitute Good Reasonextend the Employment Term pursuant to Section 1 of this Agreement; provided that the events any event described in clauses (A), ) through (BF) and (C) of this Section 8(c)(ii) above shall constitute Good Reason only if the Company fails to cure such event within 20 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" Reason shall cease to exist for an event described in clauses (A) through (F) above on the 90th 60th day following the later of its occurrence or Executive's ’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If The Employment Term and Executive's ’s employment is hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's ’s resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "“Good Reason" ” shall mean, without Executive's consent, mean (A) the failure of any material breach by the Company to pay or cause to be paid Executive's Base Salary or Annual Bonus, when due hereunderof this Agreement, (B) any substantial and sustained diminution diminution, other than in an inconsequential or immaterial aspect, in Executive's authority ’s authority, title, duties or responsibilities from those described in Section 2 hereof or hereof, (C) the assignment to Executive of a material amount of different or additional duties that are significantly inconsistent with Executive’s position, (D) a merger or other business combination or a material divestiture of all or substantially all of its assets, whereby the Company is no longer primarily in the energy related business, or (E) the relocation of Executive's , the Company’s principal place executive offices or all or substantially all of business by more than 30 milesthe Company’s executive level employees without Executive’s consent, provided that relocation to St. Louisany location outside of the Houston, MO or Greenwich, CT Texas metropolitan region. Executive shall not constitute have the right to terminate his employment for “Good Reason” by giving the Company notice in writing of the reason for such termination and the Employment Term shall terminate on the date of Executive’s termination of employment; provided that either of the events described in clauses (A), (B) and (C) of this Section 8(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 20 30 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "“Good Reason" ” shall cease to exist for an event on the 90th 60th day following the later of its occurrence or Executive's ’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date. Executive’s failure to resign in connection with any event, or occurrence, which constitutes Good Reason shall not be deemed a waiver of any other event or occurrence thereafter which constitutes Good Reason.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If The Employment Term and Executive's employment is hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "Good Reason" shall mean, without Executive's written consent, (A) the failure of the Company to pay or cause to be paid a reduction in Executive's Base Salary or Annual Bonus, when due hereunderas then in effect, (B) any substantial and sustained diminution a reduction in Executive's authority target Annual Bonus to less than 50% of the Base Salary or responsibilities from those described a material reduction by the Company of Employee Benefits to which Executive is entitled (other than an overall reduction in Section 2 hereof or benefits that affects substantially all full-time employees of the Company and its affiliates), (C) Executive's removal from the position of Executive Vice President of the Company or the President of Superior Essex Communications LLC, (D) a material adverse change in Executive's authority, duties and responsibilities or reporting lines, (E) a relocation of Executive's principal place of business by employment with the Company of more than 30 miles35 miles from Executive's then current work location, provided (F) the Company's failure to pay amounts to which Executive is entitled under this Agreement or (G) the Company's giving written notice that relocation it elects not to St. Louis, MO or Greenwich, CT shall not constitute Good Reasonextend the Employment Term pursuant to Section 1 of this Agreement; provided that the events any event described in clauses (A), ) through (BF) and (C) of this Section 8(c)(ii) above shall constitute Good Reason only if the Company fails to cure such event within 20 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" Reason shall cease to exist for an event on the 90th 60th day following the later of its occurrence or Executive's knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If Executive's employment is terminated by the Company without Cause (other than by reason of death or Disabilityas defined in Section 8(a)(ii)) or if Executive resigns for Good ReasonReason (as defined below), Executive shall be entitled to receive: (A) the Accrued RightsBase Salary through the date of termination; (B) any Annual Bonus earned but unpaid as of the date of termination for any previously completed fiscal year; (C) such Employee Benefits, if any, as to which Executive may be entitled under the employee benefit plans of the Company; (D) subject to Executive's continued compliance with the provisions of Sections 9 and 10Section 9, Executive shall receive a lump sum payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (CE) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "Good Reason" shall mean, without Executive's consent, (A) the failure of the Company to pay or cause to be paid Executive's Base Salary or Annual Bonus, when due hereunder, (B) any substantial and sustained diminution in Executive's title, authority or responsibilities from those described in Section 2 hereof or (C) relocation of Executive's principal place of business by more than 30 miles, provided that relocation to St. Louis, MO or Greenwich, CT shall not constitute Good Reason; provided that the events described in clauses (A), (B) and (C) of this Section 8(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 20 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" shall cease to exist for an event on the 90th day following the later of its occurrence or Executive's knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If The Employment Term and Executive's ’s employment is hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's ’s resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "“Good Reason" ” shall mean, without Executive's ’s written consent, (A) the failure of the Company to pay or cause to be paid a reduction in Executive's ’s Base Salary or Annual Bonus, when due hereunderas then in effect, (B) any substantial and sustained diminution a reduction in Executive's authority ’s target Annual Bonus to less than 55% of the Base Salary or responsibilities from those described a material reduction by the Company of Employee Benefits to which Executive is entitled (other than an overall reduction in Section 2 hereof or benefits that affects substantially all full-time employees of the Company and its affiliates), (C) Executive’s removal from the position of Executive Vice President of the Company or the President of Superior Essex Communications LLC, (D) a material adverse change in Executive’s authority, duties and responsibilities or reporting lines, (E) a relocation of Executive's ’s principal place of business by employment with the Company of more than 30 miles35 miles from Executive’s then current work location, provided (F) the Company’s failure to pay amounts to which Executive is entitled under this Agreement, or (G) the Company’s giving written notice that relocation it elects not to St. Louis, MO or Greenwich, CT shall not constitute Good Reasonextend the Employment Term pursuant to Section 1 of this Agreement; provided that the events any event described in clauses (A), ) through (BF) and (C) of this Section 8(c)(ii) above shall constitute Good Reason only if the Company fails to cure such event within 20 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" Reason shall cease to exist for an event described in clauses (A) through (F) above on the 90th 60th day following the later of its occurrence or Executive's ’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If The Employment Term and Executive's ’s employment is hereunder may be terminated by the Company without Cause (other than or by reason of death or Disability) or if Executive resigns Executive’s resignation for Good Reason. Notwithstanding anything to the contrary herein, Executive written notice of intent not to renew or any failure to renew the Initial Term or any Renewal Term shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of not constitute either a termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's resignation a basis for the Executive to terminate for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "“Good Reason" ” shall mean, without Executive's consent, mean (A) the failure of the Company to pay any reduction in Executive’s Base Salary, Annual Bonus Opportunity, Supplemental Bonus Opportunity or cause to be paid Executive's Base Salary or Annual Bonus, when due hereunderany material Employee Benefits, (B) any substantial and sustained diminution in Executive's authority ’s position or responsibilities from those described duties, adverse change in Section 2 hereof reporting lines or assignment of duties materially inconsistent with Executive’s position (other than in connection with an increase in responsibility or a promotion), including but not limited to no longer reporting to the Chief Executive Officer of the Company, its successor or its ultimate parent company in connection with a corporate transaction, (C) relocation a failure on the part of Executive's principal place the Company to grant or cause to be granted to Executive any of business by more than 30 milesthe Equity Awards set forth in Section 5 herein, provided that relocation or (D) any material failure on the part of the Company to St. Louiscomply with and satisfy the terms of Sections 3, MO or Greenwich4, CT shall not constitute Good Reason5, 6, 7, 11 and 13(k) of this Agreement; provided that the events described in clauses (A), (B) and ), (C) or (D) of this Section 8(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 20 thirty (30) days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" shall cease to exist for an event on the 90th day following the later of its occurrence or Executive's knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If Executive's ’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's ’s continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's ’s employment, of a lump sum equal to three times the sum of Executive's ’s Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's ’s termination of employment by the Company without Cause (other than by reason of Executive's ’s death or Disability) or by Executive's ’s resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "“Good Reason" ” shall mean, without Executive's ’s consent, (A) the failure of the Company to pay or cause to be paid Executive's ’s Base Salary or Annual Bonus, when due hereunder, (B) any substantial and sustained diminution in Executive's ’s authority or responsibilities from those described in Section 2 hereof or (C) relocation of Executive's ’s principal place of business by more than 30 miles, provided that relocation to St. Louis, MO or Greenwich, CT shall not constitute Good Reason; provided that the events described in clauses (A), (B) and (C) of this Section 8(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 20 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "“Good Reason" ” shall cease to exist for an event on the 90th day following the later of its occurrence or Executive's ’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If Except in the event of a Change of Control (as defined below) in which Executive's ’s benefits are as provided in Section 8(g)(ii), if Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disabilityas defined in Section 8(a)(ii)) or if Executive resigns for Good Reason, Reason (as defined below). Executive shall be entitled to receive: (A) the Accrued RightsBase Salary through the date of termination; (B) any Annual Bonus earned but unpaid as of the date of termination for any previously completed fiscal year; (C) such Employee Benefits, if any, as to which Executive may be entitled under the employee benefit plans of the Company; (D) a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable had Executive’s employment not terminated; (E) subject to Executive's ’s continued compliance with the provisions of Sections 9 and 10Section 9, Executive shall receive a lump sum payment, within 60 days of the date of termination of Executive's ’s employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base BonusTwo Million Dollars ($2,000,000); and (CF) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "“Good Reason" ” shall mean, without Executive's ’s consent, (A) the failure of the Company to pay or cause to be paid Executive's ’s Base Salary or Annual Bonus, when due hereunder, (B) any substantial and sustained diminution in Executive's ’s title, authority or responsibilities from those described in Section 2 hereof or (C) relocation of Executive's ’s principal place of business by more than 30 miles, provided that relocation to St. Louis, MO or Greenwich, CT shall not constitute Good Reason; provided that the events described in clauses (A), (B) and (C) of this Section 8(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 20 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "“Good Reason" ” shall cease to exist for an event on the 90th day following the later of its occurrence or Executive's ’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If Executive's employment is terminated by the Company without Cause (other than by reason of death or Disabilityas defined in Section 8(a)(ii)) or if Executive resigns for Good ReasonReason (as defined below), Executive shall be entitled to receive: (A) the Accrued RightsBase Salary through the date of termination; (B) any Annual Bonus earned but unpaid as of the date of termination for any previously completed fiscal year; (C) such Employee Benefits, if any, as to which Executive may be entitled under the employee benefit plans of the Company; (D) subject to Executive's continued compliance with the provisions of Sections 9 and 10Section 9, Executive shall receive a lump sum payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (CE) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "Good Reason" shall mean, without Executive's consent, (A) the failure of the Company to pay or cause to be paid Executive's Base Salary or Annual Bonus, when due hereunder, (B) any substantial and sustained diminution in Executive's title, authority or responsibilities from those described in Section 2 hereof or (C) relocation of Executive's principal place of business by more than 30 miles, provided that relocation to St. Louis, MO or Greenwich, CT shall not constitute Good Reason; provided that the events described in clauses (A), (B) and (C) of this Section 8(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 20 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" shall cease to exist for an event on the 90th day following the later of its occurrence or Executive's knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If The Employment Term and Executive's employment is hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "Good Reason" shall mean, without Executive's written consent, (A) the failure of the Company to pay or cause to be paid a reduction in Executive's Base Salary or Annual Bonus, when due hereunderas then in effect, (B) any substantial and sustained diminution a reduction in Executive's authority target Annual Bonus to less than 50% of the Base Salary or responsibilities from those described a material reduction by the Company of Employee Benefits to which Executive is entitled (other than an overall reduction in Section 2 hereof or benefits that affects substantially all full-time employees of the Company and its affiliates), (C) Executive's removal from the position of Executive Vice President of the Company or President of Essex Group, Inc., (D) a material adverse change in Executive's authority, duties and responsibilities or reporting lines, (E) a relocation of Executive's principal place of business by employment with the Company of more than 30 miles35 miles from Executive's then current work location, provided (F) the Company's failure to pay amounts to which Executive is entitled under this Agreement or (G) the Company's giving written notice that relocation it elects not to St. Louis, MO or Greenwich, CT shall not constitute Good Reasonextend the Employment Term pursuant to Section 1 of this Agreement; provided that the events any event described in clauses (A), ) through (BF) and (C) of this Section 8(c)(ii) above shall constitute Good Reason only if the Company fails to cure such event within 20 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" Reason shall cease to exist for an event on the 90th 60th day following the later of its occurrence or Executive's knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If The Employment Term and Executive's ’s employment is hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's ’s resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "“Good Reason" ” shall mean, without Executive's consent, mean (A) any reduction in Executive’s Base Salary or the Executive’s Target Bonus (other than a general reduction, not to exceed 10%, in Base Salary or Target Bonus that affects all members of senior management equally); (B) any of (X) a substantial reduction in Executive’s duties, responsibilities or title of either President and Chief Executive Officer or member of the Board during the Employment Term, or (Y) the assignment of any duties or responsibilities that are materially inconsistent with Executive’s position as President and Chief Executive Officer (provided, however, that neither of (I) a change in Executive’s title or reporting relationships, nor (II) an adjustment in the nature of Executive’s duties and responsibilities that in either case does not remove from him the authority to manage substantially all of the products and services offered by the Company immediately prior to such change or adjustment, and, in either case following a merger, consolidation, tender offer, or other purchase or sale of a business that involves the Company, shall constitute “Good Reason”); (C) a transfer of Executive’s primary workplace by more than thirty-five (35) miles from his primary workplace as of the Closing Date; or (D) the failure of any successor to the business of the Company to pay assume the Company’s obligations under this Agreement or any other employment agreement with Executive; provided, however, that Executive’s written agreement to any of the above shall cause the event not to be paid Executive's Base Salary or Annual Bonus, when due hereunder, (B) any substantial and sustained diminution in Executive's authority or responsibilities from those described in Section 2 hereof or (C) relocation of Executive's principal place of business by more than 30 miles, provided that relocation to St. Louis, MO or Greenwich, CT shall not constitute “Good Reason; provided that the events described in clauses (A), (B) and (C) of this Section 8(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 20 days after receipt from Executive of written notice of the event which constitutes Good Reason”; provided, further, that "“Good Reason" ” shall cease to exist for an event on the 90th day following the later of its occurrence or Executive's ’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If The Employment Term and Executive's ’s employment is hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's ’s resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "“Good Reason" ” shall mean, without Executive's ’s written consent, (A) the failure a reduction, which either alone or when taken together with all other such reductions, equals more than 10 percent of the Company to pay or cause to be paid Executive's ’s Base Salary or Annual Bonus, when due hereunderas then in effect, (B) any substantial and sustained diminution a reduction, which either alone or when taken together with all other such reductions, equals more than 10 percent of Executive’s target annual bonus or a material reduction by the Company of Employee Benefits to which Executive is entitled (other than an overall reduction in Executive's authority or responsibilities from those described in Section 2 hereof or benefits that affects substantially all full-time employees of the Company), (C) Executive’s removal from the position of Executive Vice President and Head of Corporate Business Development and Strategic Resources of the Company or President of Superior Essex Communications LP, (D) a material adverse change in Executive’s authority, duties and responsibilities or reporting lines from those in effect immediately following the Commencement Date, (E) a relocation of Executive's ’s principal place of business by employment with the Company of more than 30 miles35 miles from Executive’s then-current work location, provided (F) the Company’s failure to pay amounts to which Executive is entitled under this Agreement, or (G) the Company’s giving written notice that relocation it elects not to St. Louis, MO or Greenwich, CT extend the Employment Term pursuant to Section 1 of this Agreement (but this clause (G) shall not constitute Good Reasonapply only if Executive would be less than age 62 at the end of the Employment Term); provided that the events any event described in clauses (A), ) through (BF) and (C) of this Section 8(c)(ii) above shall constitute Good Reason only if the Company fails to cure such event within 20 30 days after receipt from Executive of written notice of the event which constitutes Good Reason; and provided, further, that "Good Reason" Reason shall cease to exist for an event on the 90th day described in clauses (A) through (F) above one hundred eighty (180) days following the later of its occurrence or Executive's ’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If The Employment Term and Executive's ’s employment is hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's ’s resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "“Good Reason" ” shall mean, without Executive's ’s written consent, (A) the failure a reduction, which either alone or when taken together with all other such reductions, equals more than 10 percent of the Company to pay or cause to be paid Executive's ’s Base Salary or Annual Bonus, when due hereunderas then in effect, (B) any substantial and sustained diminution a reduction, which either alone or when taken together with all other such reductions, equals more than 10 percent of Executive’s target annual bonus or a material reduction by the Company of Employee Benefits to which Executive is entitled (other than an overall reduction in Executive's authority or responsibilities from those described in Section 2 hereof or benefits that affects substantially all full-time employees of the Company), (C) Executive’s removal from the position of Executive Vice President of the Company or CFO of the Company, (D) a material adverse change in Executive’s authority, duties and responsibilities or reporting lines from those in effect immediately following the Commencement Date, (E) a relocation of Executive's ’s principal place of business by employment with the Company of more than 30 miles35 miles from Executive’s then-current work location, provided (F) the Company’s failure to pay amounts to which Executive is entitled under this Agreement, or (G) the Company’s giving written notice that relocation it elects not to St. Louis, MO or Greenwich, CT extend the Employment Term pursuant to Section 1 of this Agreement (but this clause (G) shall not constitute Good Reasonapply only if Executive would be less than age 62 at the end of the Employment Term); provided that the events any event described in clauses (A), ) through (BF) and (C) of this Section 8(c)(ii) above shall constitute Good Reason only if the Company fails to cure such event within 20 30 days after receipt from Executive of written notice of the event which constitutes Good Reason; and provided, further, that "Good Reason" Reason shall cease to exist for an event on the 90th day described in clauses (A) through (F) above one hundred eighty (180) days following the later of its occurrence or Executive's ’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If The Employment Term and Executive's ’s employment is hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's ’s resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "“Good Reason" ” shall meanmean one or more of the following: (i) the material reduction of Executive’s title, without duties, authority, responsibilities and/or reporting relationship, all from that which existed as of the date hereof, which is not cured within 30 days after Executive provides written notice to the Company; provided however, it shall not be considered Good Reason if, upon or following a Change in Control, Executive's consent’s compensation, duties, authority and responsibilities remain the same as those prior to the Change in Control but Executive’s title is changed (Aprovided that such title is the functional equivalent and of similar prestige to Executive’s title immediately preceding such Change in Control) (ii) the reduction of Executive’s base salary (which is not cured within 30 days after Executive provides written notice) or target bonus percentage to below 110%; (iii) the relocation of Executive to a business location in excess of 50 miles from the Company’s headquarters in San Antonio (which is not cured within 30 days after Executive provides written notice);(iv) the failure of the Company to pay or cause obtain a satisfactory agreement from any successor of the Company to be paid assume and agree to perform the Company’s obligations under this Agreement and deliver a copy thereof to Executive's Base Salary or Annual Bonus, when due hereunder, (B) any substantial and sustained diminution in Executive's authority or responsibilities from those described in Section 2 hereof unless such assumption occurs by operation of law; or (Cv) relocation of Executive's principal place of business a material breach by more than 30 miles, provided that relocation to St. Louis, MO or Greenwich, CT shall not constitute Good Reason; provided that the events described in clauses (A), (B) and (C) of this Section 8(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 20 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" shall cease to exist for an event on the 90th day following the later any of its occurrence or Executive's knowledge thereof, unless Executive has given obligations under this Agreement and the Company written notice thereof prior to such date.Company’s failure to

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If The Employment Term and Executive's ’s employment is hereunder may be terminated by the Company without Cause (other than immediately, without prior written notice thereof, or by reason of death or Disability) or if Executive resigns Executive’s resignation for Good ReasonReason (subject to the notice requirements, Executive which may be waived by the Company, as described above in this Section 8, and to the provision of Section 8(c)(ii), below). In addition to the foregoing, a notice of non-extension of the Employment Term by the Company shall be entitled deemed to receive: (A) be a termination of the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days ’s employment without Cause as of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason notifies Executive of Executive's death or Disability) or by Executive's resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreementsuch non-extension. (ii) For purposes of this Agreement, "“Good Reason" ” shall mean, without Executive's ’s consent, (A) a reduction in Executive’s base salary or annual bonus opportunity, (B) a substantial reduction in Executive’s duties, authorities, and responsibilities or removal from Executive of the title of Chief Executive Officer of the Company, (C) the Executive’s removal from, or failure to be re-elected to the Board, (D) the elimination or reduction of Executive’s eligibility to participate in the Company’s benefit programs that is inconsistent with the eligibility of similarly situated employees of the Company to pay or cause participate therein, provided, however, that any adverse change to the terms of the Supplemental Pension Benefit shall be paid Executive's Base Salary or Annual Bonus, when due hereunderdeemed an event of Good Reason, (BE) any substantial and sustained diminution in Executive's authority or responsibilities from those described in Section 2 hereof or (C) relocation a transfer of Executive's principal place of business ’s primary workplace by more than 30 milesthirty-five (35) miles from the Company’s offices in Princeton, provided that relocation New Jersey, (F) any failure by the Company to St. Louispay when due any payment owed to Executive within 15 days after the date such payment becomes due or (G) failure of any successor to the Company (whether direct or indirect and whether by merger, MO acquisition, consolidation or Greenwichotherwise) to assume in a writing delivered to the Executive, CT shall not constitute Good Reasonupon the assignee becoming such, the obligations of the Company hereunder; provided that either of the events described in clauses (A), (B) and (CB) of this Section 8(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 20 30 days after receipt from Executive of written notice of the event which constitutes Good Reason; and provided, further, that "“Good Reason" ” shall cease to exist for an event on the 90th 60th day following the later of its occurrence or Executive's ’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If The Employment Term and Executive's ’s employment is hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's ’s resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "“Good Reason" ” shall mean, without Executive's consent, mean (A) any material breach by the Company of this Agreement or failure of by the Company to pay execute or cause to be paid Executive's Base Salary or Annual Bonus, when due hereunderdeliver the Equity Documents, (B) any substantial and sustained diminution diminution, other than in an inconsequential or immaterial aspect, in Executive's authority ’s authority, title, duties or responsibilities from those described in Section 2 hereof or (including, but not limited to, Executive no longer being chairman and chief executive officer of the ultimate parent entity), (C) the assignment to Executive of a material amount of different or additional duties that are significantly inconsistent with Executive’s position, (D) a merger or other business combination or a material divestiture of all or substantially all of its assets, whereby the Company is no longer primarily in the energy related business, or (E) the relocation of Executive's , the Company’s principal place executive offices or all or substantially all of business by more than 30 milesthe Company’s executive level employees without Executive’s consent, provided that relocation to St. Louisany location outside of the Houston, MO or Greenwich, CT Texas metropolitan region. Executive shall not constitute have the right to terminate his employment for “Good Reason” by giving the Company notice in writing of the reason for such termination and the Employment Term shall terminate on the date of Executive’s termination of employment; provided that either of the events described in clauses (A), (B) and (C) of this Section 8(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 20 30 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "“Good Reason" ” shall cease to exist for an event on the 90th 60th day following the later of its occurrence or Executive's ’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date. Executive’s failure to resign in connection with any event, or occurrence, which constitutes Good Reason shall not be deemed a waiver of any other event or occurrence thereafter which constitutes Good Reason.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If The Employment Term and Executive's ’s employment is hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's ’s resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "“Good Reason" ” shall mean, without Executive's consent, mean (A) any reduction in Executive’s Base Salary or the Executive’s Target Bonus (other than a general reduction, not to exceed 10%, in Base Salary or Target Bonus that affects all members of senior management equally); (B) any of (X) a substantial reduction in Executive’s duties, responsibilities or title of Senior Vice President, Finance and Administration and Chief Financial Officer or (Y) the assignment of any duties or responsibilities that are materially inconsistent with Executive’s position as Senior Vice President, Finance and Administration and Chief Financial Officer (provided, however, that neither of (I) a change in Executive’s title or reporting relationships, nor (II) an adjustment in the nature of Executive’s duties and responsibilities that in either case does not remove from him the authority to manage the finance and administration functions related to substantially all of the products and services offered by the Company immediately prior to such change or adjustment, and, in either case following a merger, consolidation, tender offer, or other purchase or sale of a business that involves the Company, shall constitute “Good Reason”); (C) a transfer of Executive’s primary workplace by more than thirty-five (35) miles from his primary workplace as of the Closing Date; or (D) the failure of any successor to the business of the Company to pay assume the Company’s obligations under this Agreement or any other employment agreement with Executive; provided, however, that Executive’s written agreement to any of the above shall cause the event not to be paid Executive's Base Salary or Annual Bonus, when due hereunder, (B) any substantial and sustained diminution in Executive's authority or responsibilities from those described in Section 2 hereof or (C) relocation of Executive's principal place of business by more than 30 miles, provided that relocation to St. Louis, MO or Greenwich, CT shall not constitute “Good Reason; provided that the events described in clauses (A), (B) and (C) of this Section 8(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 20 days after receipt from Executive of written notice of the event which constitutes Good Reason”; provided, further, that "“Good Reason" ” shall cease to exist for an event on the 90th day following the later of its occurrence or Executive's ’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) If The Employment Term and Executive's ’s employment is hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights; (B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's ’s resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (ii) For purposes of this Agreement, "“Good Reason" ” shall mean, without Executive's ’s written consent, (A) the failure of the Company to pay or cause to be paid a reduction in Executive's ’s Base Salary or Annual Bonus, when due hereunderas then in effect, (B) any substantial and sustained diminution a reduction in Executive's authority ’s target Annual Bonus to less than 60% of the Base Salary or responsibilities from those described a material reduction by the Company of Employee Benefits to which Executive is entitled (other than an overall reduction in Section 2 hereof or benefits that affects substantially all full-time employees of the Company and its affiliates), (C) Executive’s removal from the position of Executive Vice President, General Counsel and Corporate Secretary of the Company, (D) a material adverse change in Executive’s authority, duties and responsibilities or reporting lines, (E) a relocation of Executive's ’s principal place of business by employment with the Company of more than 30 miles35 miles from Executive’s then current work location, provided (F) the Company’s failure to pay amounts to which Executive is entitled under this Agreement, or (G) the Company’s giving written notice that relocation it elects not to St. Louis, MO or Greenwich, CT extend the Employment Term pursuant to Section 1 of this Agreement (but this clause (G) shall not constitute Good Reasonapply only if Executive would be less than age 62 at the end of the Employment Term); provided that the events any event described in clauses (A), ) through (BF) and (C) of this Section 8(c)(ii) above shall constitute Good Reason only if the Company fails to cure such event within 20 30 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" Reason shall cease to exist for an event described in clauses (A) through (F) above on the 90th 60th day following the later of its occurrence or Executive's ’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.