Common use of Compensation and Benefits Upon Termination Clause in Contracts

Compensation and Benefits Upon Termination. This Agreement may be terminated prior to the expiration of the Initial Term or any Renewal Term by any of the following events: (a) Mutual written agreement expressed in a single document signed by both Company and Executive; (b) Voluntary written resignation (other than a resignation which is deemed to be a termination without cause pursuant to Section 3.1, 3.2 or 10.2 or which is permitted pursuant to Section 7.1(f) by Executive as President and Chief Executive Officer of Company); provided, however, that Executive shall be permitted to resign solely as a member of the Board of Directors of Company at any time, and such resignation shall not be deemed a termination hereunder; (c) Death of Executive or such disability of Executive that prevents him from carrying out the essential functions of his job with or without reasonable accommodation; 8 (d) Written notice of termination without cause as defined in Section 7.2; (e) Written notice of termination with cause as defined in Section 7.3; (f) By Executive, in his sole election upon the occurrence of any of the following events: (1) Company filing bankruptcy (whether voluntary or involuntary); (2) Company "going private", i.e., acquiring all of its Common Stock and ceasing to trade its Common Stock on the New York Stock Exchange, or otherwise ceasing to trade its Common Stock on the public market; (3) Merger or consolidation where Company is not the consolidated or surviving company; (4) Discontinuation of business by Company; (5) The occurrence of any event described in Section 3.1, 3.2, or 10.2 permitting Executive to resign. Upon termination for any of the foregoing reasons, Executive shall continue to render his services and shall be paid his regular compensation and benefits up to the date of termination. Upon termination of this Agreement under any of Sections 7.1(a), (c), (d), or (f) hereof, such termination shall be deemed to be by Company without cause and Company shall pay to Executive or his estate (as the case may be) (i) any and all accrued compensation under this Agreement; (ii) insurance benefits and reimbursement as set forth in Section 6 hereof; and (iii) any and all Base Salary which would be due if Executive's employment continued through the remaining period of the Initial Term and any Renewal Term with regard to which notice of non-renewal has not been, and cannot be, timely given (which Base Salary shall be due on the last date that Executive actually reports to Company's premises for full time duties). In addition, Executive or his estate (as the case may be) shall retain all rights with regard to Stock Appreciation Rights described in Section 4.3 and shall continue to be eligible to elect to receive the Transaction Fee or the Debt Reduction Fee in accordance with the terms of Section 4.4, unless such election has been made, in which event Executive (or his estate, as the case may be) shall retain the rights Executive has as a result of his election. In the event of Executive's death, all Stock Appreciation Rights vested in Executive, all of Executive's rights with regard to the Transaction Fee or the Debt Restructure Fee, and all rights relating to the election (if unexercised) concerning same shall be retained and exercisable by his personal representative. If this Agreement is terminated under Sections 7.1(b) or 7.1(e), Company will have no obligation to pay amounts specified in the preceding clauses (i) through (iii) above, and all unexercised and non-vested Stock Appreciation Rights will terminate (or if Executive has elected 9 to be eligible for the Transaction Fee or the Debt Reduction Fee, the rights of Executive to such fee shall terminate).

Compensation and Benefits Upon Termination. This Agreement 5.1 The Company’s obligation to compensate Executive ceases on the effective termination date except as to: (i) amounts due at that time; (ii) any amount subsequently due pursuant to the plan described in Section 3.2; and (iii) any compensation and/or benefits to which he may be terminated prior entitled to receive pursuant to Sections 5.2, 5.3, 5.4 or 5.5. 5.2 If the Company terminates Executive’s employment pursuant to Sections 4.1 (notice of non-renewal) or 4.2 (without cause), then the Company’s sole obligation shall be to pay Executive: (i) amounts due on the effective termination date; (ii) any amounts subsequently due pursuant to the expiration of plan described in Section 3.2; and (iii) subject to Executive’s compliance with Sections 6,7,8 and 9 and subject to Sections 3.7 and 5.6, an amount equal to his then current monthly salary (less applicable withholdings) for the Initial Term or any Renewal Term by any of twelve (12) month non-competition period set forth in Section 6.3, payable in equal monthly installments. 5.3 During the following events: (a) Mutual written agreement expressed in a single document signed by both Company and Executive; (b) Voluntary written resignation (other than a resignation period during which is deemed to be a Executive receives post- termination without cause payments pursuant to Section 3.15.2, 3.2 he may continue to participate, to the extent permitted by the applicable plans and subject to their terms, conditions and eligibility requirements, in all employee welfare benefits plans (as defined by the Employee Retirement Income Security Act of 1974, as amended) in which Executive participated on his effective termination date. The Company will pay or, at the Company’s discretion, reimburse Executive for the premiums actually paid, to continue coverage under such plans during the period. Notwithstanding the Company’s payment of or 10.2 reimbursement for the premiums, any coverage under such plans shall be subject to the terms, conditions and eligibility requirements of such plans, and nothing in this Section shall constitute any guaranty of coverage. 5.4 If the Company terminates Executive’s employment as provided in Sections 4.3 (i) (death), (ii) (physical or which is permitted mental inability to perform), (iii) (materially harmful acts or omissions), (iv) (other reasons recognized as “cause”) or (v) (Executive’s material breach) or if the Executive terminates his employment pursuant to Section 7.1(f4.1 (notice of non-renewal) by Executive as President and Chief Executive Officer of or Section 4.2 (without cause), then the Company); provided, however, that Executive ’s sole obligation shall be permitted to resign solely as a member of the Board of Directors of Company at any time, and such resignation shall not be deemed a termination hereunder; pay Executive: (ci) Death of Executive or such disability of Executive that prevents him from carrying out the essential functions of his job with or without reasonable accommodation; 8 (d) Written notice of termination without cause as defined in Section 7.2; (e) Written notice of termination with cause as defined in Section 7.3; (f) By Executive, in his sole election upon the occurrence of any of the following events: (1) Company filing bankruptcy (whether voluntary or involuntary); (2) Company "going private", i.e., acquiring all of its Common Stock and ceasing to trade its Common Stock amounts due on the New York Stock Exchange, or otherwise ceasing effective termination date and (ii) any amounts subsequently due pursuant to trade its Common Stock on the public market; (3) Merger or consolidation where Company is not the consolidated or surviving company; (4) Discontinuation of business by Company; (5) The occurrence of any event plan described in Section 3.13.2. Executive, 3.2except when employment terminates pursuant to Section 4.3(i) (death), shall comply with Sections 6,7,8 and 9 of this Agreement upon expiration or 10.2 permitting Executive to resign. Upon termination for any of the foregoing reasons, Executive shall continue to render his services and shall be paid his regular compensation and benefits up to the date of termination. Upon termination of this Agreement. 5.5 If Executive terminates the employment relationship as a result of the Company’s failure to cure its material breach of this Agreement under any after he has given the Company notice of Sections 7.1(athe material breach and 30 days in which to cure the breach (or such longer period as may be reasonably required to cure the breach as long as the Company is making good faith efforts to do so), (c)pursuant to Section 4.4 of this Agreement, (d), then the Company’s sole obligation to Executive in lieu of any other damages or (f) hereof, such termination other relief to which he otherwise may be entitled shall be deemed to be by Company without cause and Company shall pay to Executive or his estate (as the case may be) (i) an amount equal to amounts due at the time of his termination; and (ii) subject to Executive’s compliance with Sections 6, 7, 8 and 9 and subject to Sections 3.7 and 5.6, liquidated damages in an amount equal to his then current monthly salary (less applicable withholdings) for the twelve (12) month non-competition period set forth in Section 6.3, payable in equal monthly installments. 5.6 The Company’s obligation to provide the payments under Sections 5.2 and 5.5 is conditioned upon Executive’s execution of an enforceable release of all claims and his compliance with Sections 6, 7, 8 and 9 of this Agreement. If Executive chooses not to execute such a release or fails to comply with these sections, then the Company’s obligation to compensate him ceases on the effective termination date except as to amounts due at that time and any and all accrued amount subsequently due pursuant to the plan described in Section 3.2. 5.7 Executive is not entitled to receive any compensation under or benefits upon his termination except as: (i) set forth in this Agreement; (ii) insurance benefits and reimbursement as set forth in Section 6 hereofotherwise required by law; and or (iii) otherwise required by any and all Base Salary employee benefit plan in which would be due if Executive's employment continued through the remaining period of the Initial Term and he participates. Nothing in this Agreement, however, is intended to waive or supplant any Renewal Term with regard death, disability, retirement, 401(k) or pension benefits to which notice of non-renewal has not been, and cannot be, timely given (which Base Salary shall he may be due on the last date that Executive actually reports to Company's premises for full time duties). In addition, Executive or his estate (as the case may be) shall retain all rights with regard to Stock Appreciation Rights described in Section 4.3 and shall continue to be eligible to elect to receive the Transaction Fee or the Debt Reduction Fee in accordance with the terms of Section 4.4, unless such election has been made, entitled under employee benefit plans in which event Executive (or his estate, as the case may be) shall retain the rights Executive has as a result of his election. In the event of Executive's death, all Stock Appreciation Rights vested in Executive, all of Executive's rights with regard to the Transaction Fee or the Debt Restructure Fee, and all rights relating to the election (if unexercised) concerning same shall be retained and exercisable by his personal representative. If this Agreement is terminated under Sections 7.1(b) or 7.1(e), Company will have no obligation to pay amounts specified in the preceding clauses (i) through (iii) above, and all unexercised and non-vested Stock Appreciation Rights will terminate (or if Executive has elected 9 to be eligible for the Transaction Fee or the Debt Reduction Fee, the rights of Executive to such fee shall terminate)he participates.

Compensation and Benefits Upon Termination. This Agreement 5.1 The Company’s obligation to compensate Executive ceases on the effective termination date except as to: (i) amounts due at that time; (ii) any amount subsequently due pursuant to the plan described in Section 3.2; and (iii) any compensation and/or benefits to which he may be terminated prior entitled to receive pursuant to Sections 5.2, 5.3, or 5.4 5.2 If the Company terminates Executive’s employment pursuant to Sections 4.1 (notice of non-renewal) or 4.2 (without cause), then the Company’s sole obligation shall be to pay Executive: (i) amounts due on the effective termination date; (ii) any amounts subsequently due pursuant to the expiration of plan described in Section 3.2; and (iii) subject to Executive’s compliance with Sections 6,7,8 and 9 and subject to Sections 3.7 and 5.6, an amount equal to 1.55 times his then current monthly salary (less applicable withholdings), for (36) thirty-six months, payable in equal monthly installments. 5.3 If the Initial Term Company terminates Executive’s employment as provided in Sections 4.3 (i) (death), (ii) (physical or any Renewal Term by any of the following events: mental inability to perform), (aiii) Mutual written agreement expressed in a single document signed by both Company and Executive; (bmaterially harmful acts or omissions), (iv) Voluntary written resignation (other than a resignation which is deemed to be a termination without cause reasons recognized as “cause”) or (v) (Executive’s material breach) or if the Executive terminates his employment pursuant to Section 3.14.1 (notice of non-renewal) or Section 4.2 (without cause), 3.2 or 10.2 or which is permitted then the Company’s sole obligation shall be to pay Executive: (i) amounts due on the effective termination date and (ii) any amounts subsequently due pursuant to the plan described in Section 3.2. Executive, except when employment terminates pursuant to Section 7.1(f4.3(i) by (death), shall comply with Sections 6, 7, 8 and 9 of this Agreement upon expiration or termination of this Agreement. 5.4 If Executive as President and Chief terminates the employment relationship pursuant to Section 4.4 of this Agreement, then the Company’s sole obligation to Executive Officer in lieu of Company); provided, however, that Executive any other damages or other relief to which he otherwise may be entitled shall be permitted (i) an amount equal to resign solely as a member of amounts due at the Board of Directors of Company at any time, and such resignation shall not be deemed a termination hereunder; (c) Death of Executive or such disability of Executive that prevents him from carrying out the essential functions time of his job termination; and (ii) subject to Executive’s compliance with or without reasonable accommodation; 8 Sections 6, 7, 8 and 9 and subject to Sections 3.7 and 5.6, liquidated damages in an amount equal to his then current monthly salary (dless applicable withholdings) Written notice of termination without cause as defined for the twelve (12) month non-competition period set forth in Section 7.2;6.3, payable in equal monthly installments. (e) Written notice 5.5 The Company’s obligation to provide the payments under Sections 5.2 and 5.4 is conditioned upon Executive’s execution of termination an enforceable release of all claims and his compliance with cause as defined in Section 7.3; (f) By ExecutiveSections 6, in his sole election upon 7, 8 and 9 of this Agreement. If Executive chooses not to execute such a release or fails to comply with these sections, then the occurrence of any of the following events: (1) Company filing bankruptcy (whether voluntary or involuntary); (2) Company "going private", i.e., acquiring all of its Common Stock and ceasing Company’s obligation to trade its Common Stock compensate him ceases on the New York Stock Exchange, or otherwise ceasing effective termination date except as to trade its Common Stock on amounts due at that time and any amount subsequently due pursuant to the public market; (3) Merger or consolidation where Company is not the consolidated or surviving company; (4) Discontinuation of business by Company; (5) The occurrence of any event plan described in Section 3.1, 3.2, . 5.6 Executive is not entitled to receive any compensation or 10.2 permitting Executive to resign. Upon benefits upon his termination for any of the foregoing reasons, Executive shall continue to render his services and shall be paid his regular compensation and benefits up to the date of termination. Upon termination of this Agreement under any of Sections 7.1(a), (c), (d), or (f) hereof, such termination shall be deemed to be by Company without cause and Company shall pay to Executive or his estate (as the case may be) except as: (i) any and all accrued compensation under set forth in this Agreement; (ii) insurance benefits and reimbursement as set forth in Section 6 hereofotherwise required by law; and or (iii) otherwise required by any and all Base Salary employee benefit plan in which would be due if Executive's employment continued through the remaining period of the Initial Term and he participates. Nothing in this Agreement, however, is intended to waive or supplant any Renewal Term with regard death, disability, retirement, 401(k) or pension benefits to which notice of non-renewal has not been, and cannot be, timely given (which Base Salary shall he may be due on the last date that Executive actually reports to Company's premises for full time duties). In addition, Executive or his estate (as the case may be) shall retain all rights with regard to Stock Appreciation Rights described in Section 4.3 and shall continue to be eligible to elect to receive the Transaction Fee or the Debt Reduction Fee in accordance with the terms of Section 4.4, unless such election has been made, entitled under employee benefit plans in which event Executive (or his estate, as the case may be) shall retain the rights Executive has as a result of his election. In the event of Executive's death, all Stock Appreciation Rights vested in Executive, all of Executive's rights with regard to the Transaction Fee or the Debt Restructure Fee, and all rights relating to the election (if unexercised) concerning same shall be retained and exercisable by his personal representative. If this Agreement is terminated under Sections 7.1(b) or 7.1(e), Company will have no obligation to pay amounts specified in the preceding clauses (i) through (iii) above, and all unexercised and non-vested Stock Appreciation Rights will terminate (or if Executive has elected 9 to be eligible for the Transaction Fee or the Debt Reduction Fee, the rights of Executive to such fee shall terminate)he participates.

Compensation and Benefits Upon Termination. This Agreement may be terminated prior 5.1 The Company's obligation to the expiration of the Initial Term or any Renewal Term by any of the following events: (a) Mutual written agreement expressed in a single document signed by both Company and Executive; (b) Voluntary written resignation (other than a resignation which is deemed to be a termination without cause pursuant to Section 3.1, 3.2 or 10.2 or which is permitted pursuant to Section 7.1(f) by compensate Executive as President and Chief Executive Officer of Company); provided, however, that Executive shall be permitted to resign solely as a member of the Board of Directors of Company at any time, and such resignation shall not be deemed a termination hereunder; (c) Death of Executive or such disability of Executive that prevents him from carrying out the essential functions of his job with or without reasonable accommodation; 8 (d) Written notice of termination without cause as defined in Section 7.2; (e) Written notice of termination with cause as defined in Section 7.3; (f) By Executive, in his sole election upon the occurrence of any of the following events: (1) Company filing bankruptcy (whether voluntary or involuntary); (2) Company "going private", i.e., acquiring all of its Common Stock and ceasing to trade its Common Stock ceases on the New York Stock Exchange, or otherwise ceasing to trade its Common Stock on the public market; (3) Merger or consolidation where Company is not the consolidated or surviving company; (4) Discontinuation of business by Company; (5) The occurrence of any event described in Section 3.1, 3.2, or 10.2 permitting Executive to resign. Upon effective termination for any of the foregoing reasons, Executive shall continue to render his services and shall be paid his regular compensation and benefits up to the date of termination. Upon termination of this Agreement under any of Sections 7.1(a), (c), (d), or (f) hereof, such termination shall be deemed to be by Company without cause and Company shall pay to Executive or his estate (except as the case may be) to: (i) any and all accrued compensation under this Agreementamounts due at that time; (ii) insurance benefits and reimbursement as set forth any amount subsequently due pursuant to the plan described in Section 6 hereof3.2; and (iii) any and all Base Salary compensation and/or benefits to which would he may be due if entitled to receive pursuant to Sections 5.2, 5.3, 5.4, 5.5, or 5.6. 5.2 If the Company terminates Executive's employment continued through the remaining period of the Initial Term and any Renewal Term with regard pursuant to which Sections 4.1 (notice of non-renewal has not beenrenewal) or 4.2 (without cause), and cannot be, timely given (which Base Salary then the Company's sole obligation shall be to pay Executive: (i) amounts due on the last date that Executive actually reports effective termination date; (ii) any amounts subsequently due pursuant to Company's premises for full time duties). In addition, Executive or his estate (as the case may be) shall retain all rights with regard to Stock Appreciation Rights plan described in Section 4.3 3.2; and shall (iii) Subject to Executive's compliance with Sections 6,7,8 and 9 and subject to Sections 3.7 and 5.6, an amount equal to his then current monthly salary (less applicable withholdings) for the twelve (12) month non-competition period set forth in Section 6.3, payable in equal monthly installments. 5.3 During the period during which Executive receives post-termination payments pursuant to Sections 5.2 and 5.6 he may continue to be eligible participate, to elect the extent permitted by the applicable plans and subject to receive the Transaction Fee or the Debt Reduction Fee in accordance with the terms of Section 4.4their terms, unless such election has been madeconditions and eligibility requirements, in which event Executive all employee welfare benefits plans (or his estateas defined by the Employee Retirement Income Security Act of 1974, as amended) in which Executive participated on his effective termination date. The Company will pay or, at the case may beCompany's discretion, reimburse Executive for the premiums actually paid, to continue coverage under such plans during the period. Notwithstanding the Company's payment of or reimbursement for the premiums, any coverage under such plans shall be subject to the terms, conditions and eligibility requirements of such plans and nothing in this Section shall constitute any guaranty of coverage. 5.4 If the Company terminates Executive's employment as provided in Sections 4.3 (i) (death), (ii) (physical or mental inability to perform), (iii) (materially harmful acts or omissions), (iv) (other reasons recognized as "cause") or (v) (Executive's material breach) or if the Executive terminates his employment pursuant to Section 4.1 (notice of non-renewal) or Section 4.2 (without cause), then the Company's sole obligation shall retain be to pay Executive: (i) amounts due on the rights effective termination date and (ii) any amounts subsequently due pursuant to the plan described in Section 3.2. Executive, except when employment terminates pursuant to Section 4.3(i) (death), shall comply with Sections 6,7,8 and 9 of this Agreement upon expiration or termination of this Agreement. 5.5 If Executive has terminates the employment relationship as a result of his election. In the event Company's failure to cure its material breach of Executivethis Agreement after he has given the Company notice of the material breach and 30 days in which to cure the breach (or such longer period as may be reasonably required to cure the breach as long as the Company is making good faith efforts to do so), pursuant to Section 4.4 of this Agreement, then the Company's death, all Stock Appreciation Rights vested sole obligation to Executive in Executive, all lieu of Executive's rights with regard any other damages or other relief to the Transaction Fee or the Debt Restructure Fee, and all rights relating to the election (if unexercised) concerning same which he otherwise may be entitled shall be retained and exercisable by his personal representative. If this Agreement is terminated under Sections 7.1(b) or 7.1(e), Company will have no obligation to pay amounts specified in the preceding clauses (i) through an amount equal to amounts due at the time of his termination; and (iiiii) abovesubject to Executive's compliance with Sections 6, 7, 8 and all unexercised 9 and subject to Sections 3.7 and 5.7, liquidated damages in an amount equal to his then current monthly salary (less applicable withholdings) for the twelve (12) month non-vested Stock Appreciation Rights will terminate (or if Executive has elected 9 to be eligible for the Transaction Fee or the Debt Reduction Feecompetition period set forth in Section 6.3, the rights of Executive to such fee shall terminate)payable in equal monthly installments.

Compensation and Benefits Upon Termination. This Agreement may be terminated prior 5.1 The Company's obligation to the expiration of the Initial Term or any Renewal Term by any of the following events: (a) Mutual written agreement expressed in a single document signed by both Company and Executive; (b) Voluntary written resignation (other than a resignation which is deemed to be a termination without cause pursuant to Section 3.1, 3.2 or 10.2 or which is permitted pursuant to Section 7.1(f) by compensate Executive as President and Chief Executive Officer of Company); provided, however, that Executive shall be permitted to resign solely as a member of the Board of Directors of Company at any time, and such resignation shall not be deemed a termination hereunder; (c) Death of Executive or such disability of Executive that prevents him from carrying out the essential functions of his job with or without reasonable accommodation; 8 (d) Written notice of termination without cause as defined in Section 7.2; (e) Written notice of termination with cause as defined in Section 7.3; (f) By Executive, in his sole election upon the occurrence of any of the following events: (1) Company filing bankruptcy (whether voluntary or involuntary); (2) Company "going private", i.e., acquiring all of its Common Stock and ceasing to trade its Common Stock ceases on the New York Stock Exchange, or otherwise ceasing to trade its Common Stock on the public market; (3) Merger or consolidation where Company is not the consolidated or surviving company; (4) Discontinuation of business by Company; (5) The occurrence of any event described in Section 3.1, 3.2, or 10.2 permitting Executive to resign. Upon effective termination for any of the foregoing reasons, Executive shall continue to render his services and shall be paid his regular compensation and benefits up to the date of termination. Upon termination of this Agreement under any of Sections 7.1(a), (c), (d), or (f) hereof, such termination shall be deemed to be by Company without cause and Company shall pay to Executive or his estate (except as the case may be) to: (i) any and all accrued compensation under this Agreementamounts due at that time; (ii) insurance benefits and reimbursement as set forth any amount subsequently due pursuant to the plan described in Section 6 hereof3.2; and (iii) any and all Base Salary compensation and/or benefits to which would she may be due if entitled to receive pursuant to Sections 5.2, 5.3, 5.4 or 5.5. 5.2 If the Company terminates Executive's employment continued through the remaining period of the Initial Term and any Renewal Term with regard pursuant to which Sections 4.1 (notice of non-renewal has not beenrenewal) or 4.2 (without cause), and cannot be, timely given (which Base Salary then the Company's sole obligation shall be to pay Executive: (i) amounts due on the last date that Executive actually reports effective termination date; (ii) any amounts subsequently due pursuant to Company's premises for full time duties). In addition, Executive or his estate (as the case may be) shall retain all rights with regard to Stock Appreciation Rights plan described in Section 4.3 3.2; and shall (iii) subject to Executive's compliance with Sections 6,7,8 and 9 and subject to Sections 3.7 and 5.6, an amount equal to her then current monthly salary (less applicable withholdings) for the twenty-four (24) month non-competition period set forth in Section 6.3, payable in equal monthly installments. 5.3 During the period during which Executive receives post-termination payments pursuant to Section 5.2, she may continue to be eligible participate, to elect the extent permitted by the applicable plans and subject to receive the Transaction Fee or the Debt Reduction Fee in accordance with the terms of Section 4.4their terms, unless such election has been madeconditions and eligibility requirements, in which event Executive all employee welfare benefits plans (or his estateas defined by the Employee Retirement Income Security Act of 1974, as amended) in which Executive participated on her effective termination date. The Company will pay or, at the case may be) Company's discretion, reimburse Executive for the premiums actually paid, to continue coverage under such plans during the period. Notwithstanding the Company's payment of or reimbursement for the premiums, any coverage under such plans shall retain be subject to the rights Executive has as a result terms, conditions and eligibility requirements of his election. In such plans, and nothing in this Section shall constitute any guaranty of coverage. 5.4 If the event of Company terminates Executive's death, all Stock Appreciation Rights vested employment as provided in Executive, all of Executive's rights with regard to the Transaction Fee or the Debt Restructure Fee, and all rights relating to the election (if unexercised) concerning same shall be retained and exercisable by his personal representative. If this Agreement is terminated under Sections 7.1(b) or 7.1(e), Company will have no obligation to pay amounts specified in the preceding clauses 4.3 (i) through (death), (ii) (physical or mental inability to perform), (iii) above(materially harmful acts or omissions), and all unexercised and (iv) (other reasons recognized as "cause") or (v) (Executive's material breach) or if the Executive terminates her employment pursuant to Section 4.1 (notice of non-vested Stock Appreciation Rights will terminate renewal) or Section 4.2 (or if Executive has elected 9 without cause), then the Company's sole obligation shall be to be eligible for pay Executive: (i) amounts due on the Transaction Fee or effective termination date and (ii) any amounts subsequently due pursuant to the Debt Reduction Fee, the rights of Executive to such fee shall terminate)plan described in Section 3.2.

Compensation and Benefits Upon Termination. This Agreement may be terminated prior 5.1 The Company's obligation to the expiration of the Initial Term or any Renewal Term by any of the following events: (a) Mutual written agreement expressed in a single document signed by both Company and Executive; (b) Voluntary written resignation (other than a resignation which is deemed to be a termination without cause pursuant to Section 3.1, 3.2 or 10.2 or which is permitted pursuant to Section 7.1(f) by compensate Executive as President and Chief Executive Officer of Company); provided, however, that Executive shall be permitted to resign solely as a member of the Board of Directors of Company at any time, and such resignation shall not be deemed a termination hereunder; (c) Death of Executive or such disability of Executive that prevents him from carrying out the essential functions of his job with or without reasonable accommodation; 8 (d) Written notice of termination without cause as defined in Section 7.2; (e) Written notice of termination with cause as defined in Section 7.3; (f) By Executive, in his sole election upon the occurrence of any of the following events: (1) Company filing bankruptcy (whether voluntary or involuntary); (2) Company "going private", i.e., acquiring all of its Common Stock and ceasing to trade its Common Stock ceases on the New York Stock Exchange, or otherwise ceasing to trade its Common Stock on the public market; (3) Merger or consolidation where Company is not the consolidated or surviving company; (4) Discontinuation of business by Company; (5) The occurrence of any event described in Section 3.1, 3.2, or 10.2 permitting Executive to resign. Upon effective termination for any of the foregoing reasons, Executive shall continue to render his services and shall be paid his regular compensation and benefits up to the date of termination. Upon termination of this Agreement under any of Sections 7.1(a), (c), (d), or (f) hereof, such termination shall be deemed to be by Company without cause and Company shall pay to Executive or his estate (except as the case may be) to: (i) any and all accrued compensation under this Agreementamounts due at that time; (ii) insurance benefits and reimbursement as set forth any amount subsequently due pursuant to the plan described in Section 6 hereof3.2; and (iii) any and all Base Salary compensation and/or benefits to which would he may be due if entitled to receive pursuant to Sections 5.2, 5.3, 5.4 or 5.5. 5.2 If the Company terminates Executive's employment continued through the remaining period of the Initial Term and any Renewal Term with regard pursuant to which Sections 4.1 (notice of non-renewal has not beenrenewal) or 4.2 (without cause), and cannot be, timely given (which Base Salary then the Company's sole obligation shall be to pay Executive: (i) amounts due on the last date that Executive actually reports effective termination date; (ii) any amounts subsequently due pursuant to Company's premises for full time duties). In addition, Executive or his estate (as the case may be) shall retain all rights with regard to Stock Appreciation Rights plan described in Section 4.3 3.2; and shall (iii) subject to Executive's compliance with Sections 6,7,8 and 9 and subject to Sections 3.7 and 5.6, an amount equal to his then current monthly salary (less applicable withholdings) for the twelve (12) month non-competition period set forth in Section 6.3, payable in equal monthly installments. 5.3 During the period during which Executive receives post-termination payments pursuant to Section 5.2, he may continue to be eligible participate, to elect the extent permitted by the applicable plans and subject to receive the Transaction Fee or the Debt Reduction Fee in accordance with the terms of Section 4.4their terms, unless such election has been madeconditions and eligibility requirements, in which event Executive all employee welfare benefits plans (or his estateas defined by the Employee Retirement Income Security Act of 1974, as amended) in which Executive participated on his effective termination date. The Company will pay or, at the case may beCompany's discretion, reimburse Executive for the premiums actually paid, to continue coverage under such plans during the period. Notwithstanding the Company's payment of or reimbursement for the premiums, any coverage under such plans shall be subject to the terms, conditions and eligibility requirements of such plans, and nothing in this Section shall constitute any guaranty of coverage. 5.4 If the Company terminates Executive's employment as provided in Sections 4.3 (i) (death), (ii) (physical or mental inability to perform), (iii) (materially harmful acts or omissions), (iv) (other reasons recognized as "cause") or (v) (Executive's material breach) or if the Executive terminates his employment pursuant to Section 4.1 (notice of non-renewal) or Section 4.2 (without cause), then the Company's sole obligation shall retain be to pay Executive: (i) amounts due on the rights effective termination date and (ii) any amounts subsequently due pursuant to the plan described in Section 3.2. Executive, except when employment terminates pursuant to Section 4.3(i) (death), shall comply with Sections 6,7,8 and 9 of this Amended Agreement upon expiration or termination of this Amended Agreement. 5.5 If Executive has terminates the employment relationship as a result of his election. In the event Company's failure to cure its material breach of Executivethis Amended Agreement after he has given the Company notice of the material breach and 30 days in which to cure the breach (or such longer period as may be reasonably required to cure the breach as long as the Company is making good faith efforts to do so), pursuant to Section 4.4 of this Amended Agreement, then the Company's death, all Stock Appreciation Rights vested sole obligation to Executive in Executive, all lieu of Executive's rights with regard any other damages or other relief to the Transaction Fee or the Debt Restructure Fee, and all rights relating to the election (if unexercised) concerning same which he otherwise may be entitled shall be retained and exercisable by his personal representative. If this Agreement is terminated under Sections 7.1(b) or 7.1(e), Company will have no obligation to pay amounts specified in the preceding clauses (i) through an amount equal to amounts due at the time of his termination; and (ii) subject to Executive's compliance with Sections 6, 7, 8 and 9 and subject to Sections 3.7 and 5.6, liquidated damages in an amount equal to his then current monthly salary (less applicable withholdings) for the twelve (12) month non-competition period set forth in Section 6.3, payable in equal monthly installments. 5.6 The Company's obligation to provide the payments under Sections 5.2 and 5.5 is conditioned upon Executive's execution of an enforceable release of all claims and his compliance with Sections 6, 7, 8 and 9 of this Amended Agreement. If Executive chooses not to execute such a release or fails to comply with these sections, then the Company's obligation to compensate him ceases on the effective termination date except as to amounts due at that time and any amount subsequently due pursuant to the plan described in Section 3.2. 5.7 Executive is not entitled to receive any compensation or benefits upon his termination except as: (i) set forth in this Amended Agreement; (ii) otherwise required by law; or (iii) aboveotherwise required by any employee benefit plan in which he participates. Nothing in this Amended Agreement, however, is intended to waive or supplant any death, disability, retirement, 401(k) or pension benefits to which he may be entitled under employee benefit plans in which he participates. 5.8 The Company will pay the cost of relocating you and your family from the United States back to Belgium at the time your position with the Company terminates. All reimbursements are subject to the prior approval of the Human Resources Department of all unexercised quantities and non-vested Stock Appreciation Rights will terminate (or if Executive has elected 9 to be eligible for the Transaction Fee or the Debt Reduction Fee, the rights of Executive to such fee shall terminate)costs involved.

Compensation and Benefits Upon Termination. This Agreement 5.1 The Company's obligation to compensate Executive ceases on the effective termination date except as to: (i) amounts due at that time; (ii) any amount subsequently due pursuant to the plan described in Section 3.2; and (iii) any compensation and/or benefits to which he may be terminated prior entitled to receive pursuant to Sections 5.2, 5.3, 5.4 or 5.5. 5.2 If the Company terminates Executive's employment pursuant to Sections 4.1 (notice of non-renewal) or 4.2 (without cause), then the Company's sole obligation shall be to pay Executive: (i) amounts due on the effective termination date; (ii) any amounts subsequently due pursuant to the expiration of plan described in Section 3.2; and (iii) Subject to Executive's compliance with Sections 6,7,8 and 9, and subject to Sections 3.2 and 5.6, an amount equal to his then current monthly salary (less applicable withholdings) for the Initial Term or any Renewal Term by any of twelve (12) month non-competition period set forth in Section 6.3, payable in equal monthly installments. 5.3 During the following events: (a) Mutual written agreement expressed in a single document signed by both Company and Executive; (b) Voluntary written resignation (other than a resignation period during which is deemed to be a Executive receives post-termination without cause payments pursuant to Section 3.15.2, 3.2 he may continue to participate, to the extent permitted by the applicable plans and subject to their terms, conditions and eligibility requirements, in all employee welfare benefits plans (as defined by the Employee Retirement Income Security Act of 1974, as amended) in which Executive participated on his effective termination date. The Company will pay or, at the Company's discretion, reimburse Executive for the premiums actually paid, to continue coverage under such plans during the period. Notwithstanding the Company's payment of or 10.2 or which is permitted pursuant to Section 7.1(f) by Executive as President and Chief Executive Officer of Company); providedreimbursement for the premiums, however, that Executive any coverage under such plans shall be permitted to resign solely as a member of the Board of Directors of Company at any time, and such resignation shall not be deemed a termination hereunder; (c) Death of Executive or such disability of Executive that prevents him from carrying out the essential functions of his job with or without reasonable accommodation; 8 (d) Written notice of termination without cause as defined in Section 7.2; (e) Written notice of termination with cause as defined in Section 7.3; (f) By Executive, in his sole election upon the occurrence of any of the following events: (1) Company filing bankruptcy (whether voluntary or involuntary); (2) Company "going private", i.e., acquiring all of its Common Stock and ceasing to trade its Common Stock on the New York Stock Exchange, or otherwise ceasing to trade its Common Stock on the public market; (3) Merger or consolidation where Company is not the consolidated or surviving company; (4) Discontinuation of business by Company; (5) The occurrence of any event described in Section 3.1, 3.2, or 10.2 permitting Executive to resign. Upon termination for any of the foregoing reasons, Executive shall continue to render his services and shall be paid his regular compensation and benefits up subject to the date terms, conditions and eligibility requirements of termination. Upon termination such plans and nothing in this Section shall constitute any guaranty of this Agreement under any of coverage. 5.4 If the Company terminates Executive's employment as provided in Sections 7.1(a4.3 (i) (death), (cii) (physical or mental inability to perform), (diii) (materially harmful acts or omissions), or (fiv) hereof(Executive's material breach), such termination or if the Executive terminates his employment pursuant to Section 4.1 (notice of non-renewal) or Section 4.2 (without cause), then the Company's sole obligation shall be deemed to be by Company without cause and Company shall pay to Executive or his estate (as the case may be) Executive: (i) amounts due on the effective termination date, and (ii) any amounts subsequently due pursuant to the plan described in Section 3.2. Executive, except when employment terminates pursuant to Section 4.3(i) (death), shall comply with Sections 6, 7, 8 and 9 of this Agreement upon expiration or termination of this Agreement. 5.5 If Executive terminates the employment relationship as a result of the Company's failure to cure its material breach of this Agreement after he has given the Company notice of the material breach and 30 days in which to cure the breach (or such longer period as may be reasonably required to cure the breach as long as the Company is making good faith efforts to do so), pursuant to Section 4.4 of this Agreement, then the Company's sole obligation to Executive in lieu of any other damages or other relief to which he otherwise may be entitled shall be: (i) an amount equal to amounts due at the time of his termination; and (ii) subject to Executive's compliance with Sections 6, 7, 8 and 9 and subject to Sections 3.2 and 5.6, liquidated damages in an amount equal to his then current monthly salary (less applicable withholdings) for the twelve (12) month non-competition period set forth in Section 6.3, payable in equal monthly installments. 5.6 The Company's obligation to provide the payments under Sections 5.2 and 5.5 is conditioned upon Executive's execution of an enforceable release of all accrued claims against the Company under this Agreement and his compliance with Sections 6, 7, 8 and 9 of this Agreement. If Executive chooses not to execute such a release or fails to comply with these sections, then the Company's obligation to compensate him ceases on the effective termination date except as to amounts due at that time and any amount subsequently due pursuant to the plan described in Section 3.2. 5.7 Executive is not entitled to receive any compensation under or benefits upon his termination except as: (i) set forth in this Agreement; (ii) insurance benefits and reimbursement as set forth in Section 6 hereofotherwise required by law; and or (iii) otherwise required by any and all Base Salary employee benefit plan in which would be due if Executive's employment continued through the remaining period of the Initial Term and he participates. Nothing in this Agreement, however, is intended to waive or supplant any Renewal Term with regard death, disability, retirement, 401(k) or pension benefits to which notice of non-renewal has not been, and cannot be, timely given (which Base Salary shall he may be due on the last date that Executive actually reports to Company's premises for full time duties). In addition, Executive or his estate (as the case may be) shall retain all rights with regard to Stock Appreciation Rights described in Section 4.3 and shall continue to be eligible to elect to receive the Transaction Fee or the Debt Reduction Fee in accordance with the terms of Section 4.4, unless such election has been made, entitled under employee benefit plans in which event Executive (or his estate, as the case may be) shall retain the rights Executive has as a result of his election. In the event of Executive's death, all Stock Appreciation Rights vested in Executive, all of Executive's rights with regard to the Transaction Fee or the Debt Restructure Fee, and all rights relating to the election (if unexercised) concerning same shall be retained and exercisable by his personal representative. If this Agreement is terminated under Sections 7.1(b) or 7.1(e), Company will have no obligation to pay amounts specified in the preceding clauses (i) through (iii) above, and all unexercised and non-vested Stock Appreciation Rights will terminate (or if Executive has elected 9 to be eligible for the Transaction Fee or the Debt Reduction Fee, the rights of Executive to such fee shall terminate)he participates.

Compensation and Benefits Upon Termination. This Agreement may be terminated prior to the expiration of the Initial Term or any Renewal Term by any of the following events: (a) Mutual mutual written agreement expressed in a single document signed by both the Company and ExecutiveEmployee; (b) Voluntary except as contemplated by Section 8.4.3, voluntary written resignation (other than a resignation which is deemed to be a termination without cause pursuant to Section 3.1, 3.2 or 10.2 or which is permitted pursuant to Section 7.1(f) by Executive Employee as President and Chief Executive Officer of Company); provided, however, that Executive Employee shall be permitted to resign solely as a member Chairman of the Board of Directors of Company at any time, and such resignation shall not be deemed a termination hereunder; (c) Death death of Executive or such disability of Executive that prevents him from carrying out the essential functions of his job with or without reasonable accommodation; 8Employee; (d) Written written notice of termination without cause as defined in Section 7.28.2; (e) Written written notice of termination with cause as defined in Section 7.38.3; (f) By Executive, in his sole election upon the occurrence of any of the following events:events specified in Section 8.4.1, which Employee elects to treat as a termination under Section 8.4.1; (1g) Company filing bankruptcy (whether voluntary or involuntary); (2) Company "going private", i.e., acquiring all of its Common Stock and ceasing to trade its Common Stock on the New York Stock Exchange, or otherwise ceasing to trade its Common Stock on the public market; (3) Merger or consolidation where Company is not the consolidated or surviving company; (4) Discontinuation of business by Company; (5) The occurrence of any event described of the events specified in Section 3.18.4.2, 3.2, or 10.2 permitting Executive which Employee elects to resigntreat as a termination under Section 8.4.2; or h) written notice of termination as contemplated by Section 8.4.3. Upon termination for any of the foregoing reasons, Executive Employee shall continue to render his services and shall be paid his regular compensation and benefits up to the date of termination. Upon termination of If this Agreement is terminated under any of Sections 7.1(a8.1(b) or 8.1(e), no Severance Allowance shall be paid to Employee (cexcept, with respect to any termination pursuant to Section 8.1(e), (d), or (f) hereof, such termination shall be deemed to be by Company without cause and Company shall pay to Executive or his estate (as the case may be) (i) any and all accrued compensation under this Agreement; (ii) insurance benefits and reimbursement as set forth otherwise provided in Section 6 hereof; and (iii) any and all Base Salary which would be due if Executive's employment continued through the remaining period of the Initial Term and any Renewal Term with regard to which notice of non-renewal has not been, and cannot be, timely given (which Base Salary shall be due on the last date that Executive actually reports to Company's premises for full time duties8.3). In addition, Executive or his estate (as the case may be) shall retain all rights with regard to Stock Appreciation Rights described in Section 4.3 and shall continue to be eligible to elect to receive the Transaction Fee or the Debt Reduction Fee in accordance with the terms of Section 4.4, unless such election has been made, in which event Executive (or his estate, as the case may be) shall retain the rights Executive has as a result of his election. In the event of Executive's death, all Stock Appreciation Rights vested in Executive, all of Executive's rights with regard to the Transaction Fee or the Debt Restructure Fee, and all rights relating to the election (if unexercised) concerning same shall be retained and exercisable by his personal representative. If this Agreement is terminated under Sections 7.1(b8.1(a), 8.1(c), 8.1(d), 8.1(f), 8.1(g) or 7.1(e8.1(h), then the Company will have no obligation shall pay to pay amounts specified Employee the Severance Allowance. This Severance Allowance is in addition to the preceding clauses (i) through (iii) aboveregular compensation and benefits which Employee shall receive up to the date of termination and shall be paid by the Company on the last date that Employee actually reports to the Company's premises for full time duties. In the event of such termination, and this Agreement shall be deemed terminated for all unexercised and non-vested Stock Appreciation Rights will terminate (or if Executive has elected 9 purposes except to be eligible the extent otherwise herein provided. Upon termination, for any of the Transaction Fee or the Debt Reduction Feeforegoing reasons, the rights accelerated vesting of Executive to such fee options shall terminate)be governed by Section 5.3.