0001104659-05-024463 Sample Contracts

VIA HAND DELIVERY
Severance Agreement • May 19th, 2005 • American Power Conversion Corporation • Electrical industrial apparatus • Rhode Island

This will confirm that you have resigned your employment with American Power Conversion Corporation and its subsidiaries (collectively “APC”) to pursue other interests, effective as of May 17, 2005 (the “Resignation Date”). As of the Resignation Date, your salary will cease, and any entitlement you have or might have under an APC-provided benefit plan, program or practice will terminate, except as otherwise required by federal or state law. This letter agreement (“Agreement”) spells out the terms of your separation from employment with APC.

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EMPLOYMENT AGREEMENT
Employment Agreement • May 19th, 2005 • American Power Conversion Corporation • Electrical industrial apparatus • Massachusetts

The parties to this Employment Agreement (this “Agreement”), dated as of May 13, 2005, are American Power Conversion Corporation, a Massachusetts corporation (the “Company”), and Richard J. Thompson (the “Executive”). Accordingly, the parties, intending to be legally bound, as follows:

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