Exhibit

Holdings and the Company have determined that it is in the best interests of Holdings and the Company and its stockholders to assure that Holdings and the Company will have the continued dedication of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of Holdings. Holdings and the Company believe it is imperative to diminish the inevitable distraction of the Employee by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Employee's full attention and dedication to Holdings and the Company currently and in the event of any threatened or pending Change of Control, and to provide the Employee with compensation and benefits arrangements upon a Change of Control that ensure that the compensation and benefits expectations of the Employee will he satisfied and that are competitive with those of other corporations. Therefore, in order to accomplish these objectives and in consideration of the Employee's covenants in Section 10, Holdings and the Company have entered into this Agreement.

1. Certain Definitions. (a) The "Effective Date" shall mean the first date during the Change of Control Period (as defined in Section l(b)) on which a Change of Control (as defined in Section 2) occurs. Notwithstanding anything in this Agreement to the contrary, if (A) the Employee's employment with the Company is terminated by the Company, (B) the Date of Termination is prior to the date on which a Change of Control occurs, and (C) it is reasonably demonstrated by the Employee that such termination of employment (i) was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement, the "Effective Date" means the date immediately prior to such Date of Termination.

(b) The "Change of Control Period" shall mean the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the "Renewal Date"), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Employee that the Change of Control Period shall not be so extended.

(a)the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of Holdings to any Person (as such term is used for purposes of Section 13(d) or 14(d) of the U.S. Securities Exchange Act of 1934, as amended, or any successor thereto (the "Exchange Act") or any successor section thereto) or Group (as such term is used for purposes of Section 13(d)(3) or 14(d)(2) of the Exchange Act or any successor

(b)any Person or Group is or becomes the Beneficial Owner (as such term is defined in Rule 13d-3 under the Exchange Act or any successor rule thereto, provided that the term shall include beneficial ownership of all shares that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 30% of the combined voting power of the voting shares of Holdings (or any entity that is the Beneficial Owner of more than 50% of the combined voting power of the voting shares of Holdings), including by way of merger, consolidation, tender or exchange offer or otherwise; excluding, however, the following: (i) any acquisition directly from Holdings, (ii) any acquisition by Holdings, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Holdings or any corporation controlled by Holdings, or (iv) any acquisition by any business entity pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this Section 2;

(c)the consummation of any transaction or series of transactions resulting in a merger, consolidation or amalgamation (a "Business Combination"), in which Holdings is involved, unless following such transaction or series of transactions (i) the shareholders of Holdings immediately prior thereto continue to own (either by remaining outstanding or by being converted into voting securities of the surviving entity), in the same proportion as immediately prior to the transaction(s), more than 50% of the combined voting power of the voting shares of Holdings or such surviving entity outstanding immediately after such Business Combination, (ii) no Person (excluding any business entity resulting from such Business Combination or any employee benefit plan (or related trust) of Holdings or such business entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of the combined voting power of the voting shares of the resulting business entity except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors (or equivalent body) of the business entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors of Holdings, providing for such Business Combination; or

(d)a change in the composition of the Board of Directors of Holdings (the "Board") such that the individuals who, as of the date of this Agreement, constitute the Board (such Board shall be referred to for purposes of subsection (c) above and this subsection (d) as the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that for purposes of this definition, any individual who becomes a member of the Board subsequent to the date of this Agreement, whose election by the Board, or nomination for election by Holdings's shareholders, was approved by a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; and, provided, further, however, that any such individual whose initial assumption of office occurs as the result of or in connection with either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of an entity other than the Board shall not be so considered as a member of the Incumbent Board.

3.Employment Period. The Company hereby agrees to continue the Employee in its employ, and the Employee hereby agrees to remain in the employ of the Company subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the second anniversary of such date (the "Employment Period"). The Employment Period shall terminate upon the Employee's termination of

4.Terms of Employment. (a) Position and Duties. (i) During the Employment Period, (A) the Employee's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all respects with the most significant of those held, exercised and assigned to the Employee at any time during the 120-day period immediately preceding the Effective Date and (B) the Employee's services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location.

(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, to use the Employee's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Employee prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Employee's responsibilities to the Company.

(b) Compensation. (i) Base Salary. During the Employment Period, the Employee shall receive an annual base salary ("Annual Base Salary"), that shall be paid at an annual rate, at least equal to 12 times the highest monthly base salary paid or payable, including, without limitation, any base salary that has been earned but deferred, to the Employee by the Company and its affiliated companies in respect of the 12-month period immediately preceding the month in which the Effective Date occurs. The Annual Base Salary shall be paid at such intervals as the Company pays executive salaries generally. During the Employment Period, the Annual Base Salary shall be periodically reviewed and increased in the same manner and proportion as the base salaries of other employees of the Company and its affiliated companies at a similar level, but in no event shall such review and adjustment be more than 12 months after the last salary increase awarded to the Employee prior to the Effective Date and thereafter at least annually. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Employee under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased. As used in this Agreement, the term "affiliated companies" shall include any company controlled by, controlling or under common control with the Company.

(ii) Annual Bonus. In addition to Annual Base Salary, the Employee shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the "Annual Bonus") in cash at least equal to the average of the annual bonuses paid or payable to Employee in respect of the last three full fiscal years prior to the Effective Date (or, if the Employee was first employed by the Company after the beginning of the earliest of such three fiscal years, the average of the bonuses paid or payable under such plan(s) in respect of the fiscal years ending before the Effective Date during which the Employee was employed by the Company, with such bonus being annualized with respect to any such fiscal

year if the Employee was not employed by the Company for the whole of such fiscal year) (the "Recent Average Bonus"). If the Employee has not been eligible to earn such a bonus for any period prior to the Effective Date, the "Recent Average Bonus" shall mean the Employee's target annual bonus for the year in which the Effective Date occurs. Each such Annual Bonus shall be paid no later than three months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Employee shall elect to defer the receipt of such Annual Bonus.

(iv)Welfare and Insurance Benefit Plans. During the Employment Period, the Employee and/or the Employee's family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare and insurance benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) ("Company Welfare Benefit Plans") to the extent applicable generally to other employees of the Company and its affiliated companies at a similar level to the Employee.

(v)Expenses. During the Employment Period, the Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Employee in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for the Employee at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Employee, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(vi)Fringe Benefits. During the Employment Period, the Employee shall be entitled to fringe benefits, including, without limitation, tax and financial planning services, payment of club dues, and, if applicable, use of an automobile and payment of related expenses, in accordance with the most favorable plans, practices, programs and policies of the Company and its affiliated companies in effect for the Employee at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Employee, as in effect generally at any time thereafter with respect to other employees of the Company and its affiliated companies at a similar level to the Employee.

(vii)Office and Support Staff. During the Employment Period, the Employee shall be entitled to an office or offices of a size and with furnishings and other appointments, and to personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Employee by the Company and its affiliated companies at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Employee, as provided generally at any time thereafter with respect to other employees of the Company and its affiliated companies at a similar level to the Employee.

(viii)Vacation. During the Employment Period, the Employee shall be entitled to paid vacation, in each case in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for the Employee at any time during the 365-day period immediately preceding the Effective Date or, if more favorable to the Employee, as provided generally at any time thereafter with respect to other employees of the Company and its affiliated companies at a similar level to

5.Termination of Employment. (a) Death or Disability. The Employee's employment shall terminate automatically upon the Employee's death during the Employment Period. If the Company determines in good faith that the Disability of the Employee has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Employee written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Employee's employment. In such event, the Employee's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Employee (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Employee shall not have returned to full-time performance of the Employee's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Employee from the Employee's duties with the Company on a full-time basis for 180 consecutive business days (or for 180 business days in any consecutive 365 days) as a result of incapacity due to mental or physical illness that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Employee or the Employee's legal representative.

(i)the willful and continued failure of the Employee to perform substantially the Employee's duties with the Company or one of its affiliated companies (other than any such failure resulting from incapacity due to physical or mental illness or following the Employee's delivery of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to the Employee by the Board or the Chief Employee Officer of the Company that specifically identifies the manner in which the Board or Chief Employee Officer of the Company believes that the Employee has not substantially performed the Employee's duties, or

For purposes of this provision, no act or failure to act, on the part of the Employee, shall be considered "willful" unless it is done, or omitted to be done, by the Employee in bad faith or without reasonable belief that the Employee's action or omission was in the best interests of the Company and its affiliated companies. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, or if Holdings is not the ultimate parent entity of the Company and is not publicly traded, the board of directors (or, for a non-corporate entity, equivalent governing body) of the ultimate parent of the Company (the "Applicable Board") or upon the instructions of the Chief Employee Officer of Holdings or the Company or a senior officer of the Company and its affiliated companies or based upon the advice of counsel for the Company and its affiliated companies shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company and its affiliated companies. The cessation of employment of the Employee shall not be deemed to be for Cause unless and until there shall have been delivered to the Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Applicable Board (excluding the Employee if the Employee is a member of the Applicable Board) at a meeting of the Applicable Board called and held for such purpose (after reasonable

notice is provided to the Employee and the Employee is given an opportunity, together with counsel for the Employee, to be heard before the Applicable Board), finding that, in the good faith opinion of the Applicable Board, the Employee is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.

(c)Good Reason. The Employee's employment may be terminated during the Employment Period by the Employee for Good Reason or by the Employee voluntarily without Good Reason. "Good Reason" means actions taken by the Company resulting in a negative change in the employment relationship. For these purposes, a "negative change in the employment relationship" shall include, without limitation:

(i)the assignment to the Employee of duties inconsistent with the Employee's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 4(a), or a diminution in such position, authority, duties or responsibilities or a diminution in the budget over which the Employee retains authority;

(iii) a reduction of (A) any element of the compensation and benefits required to be provided to the Employee in accordance with any of the provisions of Section 4(b)(i) through 4(b)(iv); (B) the Employee's aggregate annual cash compensation, that for this purpose shall include, without limitation, Base Salary and Annual Bonus; or (C) the benefits, in the aggregate, required to be provided to the Employee in accordance with the provisions of this Agreement;

(iv)the Company's requiring the Employee (A) to be based at any office or location other than as provided in Section 4(a)(i)(B) resulting in an increase in the Employee's commute to and from the Employee's primary residence or (B) to be based at a location other than the principal executive offices of the Company if the Employee was employed at such location immediately preceding the Effective Date; or

In order to invoke a termination for Good Reason, the Employee shall provide written notice to the Company of the existence of one or more of the conditions described in clauses (i) through (v) within 90 days following the Employee's knowledge of the initial existence of such condition or conditions, specifying in reasonable detail the conditions constituting Good Reason, and the Company shall have 30 days following receipt of such written notice (the "Cure Period") during which it may remedy the condition. In the event that the Company fails to remedy the condition constituting Good Reason during the applicable Cure Period, the Employee may terminate employment for Good Reason at any time thereafter. The Employee's mental or physical incapacity following the occurrence of an event described above in clauses (i) through (v) shall not affect the Employee's ability to terminate employment for Good Reason and the Employee's death following delivery of a Notice of Termination for Good Reason shall not affect the Employee's estate's entitlement to severance payments benefits provided hereunder upon a termination of employment for Good Reason.

(d)Incapacitv. The Employee's mental or physical incapacity following the occurrence of an event described above in clauses (i) through (v) of Section 5(c) shall not affect the Employee's ability to terminate employment for Good Reason and the Employee's death following delivery of a Notice of Termination for Good Reason shall not affect the entitlement of the estate of the Employee to severance payments or benefits provided hereunder upon a termination of employment for Good Reason.

(e)Notice of Termination. Any termination of employment by the Company for Cause, or by the Employee for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 12(b) of this Agreement. For purposes of this Agreement, a "Notice of Termination" means a written notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee's employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the Date of Termination, which date shall be not more than 30 days after the giving of such notice (subject to the Company's right to cure in the case of a resignation for Good Reason). The failure by the Employee or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Employee or the Company, respectively, hereunder or preclude the Employee or the Company, respectively, from asserting such fact or circumstance in enforcing the Employee's or the Company's rights hereunder.

(f) Date of Termination. "Date of Termination" means (i) if the Employee's employment is terminated by the Company for Cause, or by the Employee for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, (ii) if the Employee's employment is terminated by the Company other than for Cause or Disability, the date on which the Company notifies the Employee of such termination, (iii) if the Employee resigns without Good Reason, the date on which the Employee notifies the Company of such termination and (iv) if the Employee's employment is terminated by reason of death or Disability, the date of death of the Employee or the Disability Effective Date, as the case may be.

(A)the sum of (1) the Employee' s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the Employee's business expenses that are reimbursable pursuant to Section 4(b)(v) but have not been reimbursed by the Company as of the Date of Termination; (3) the Employee's Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination; (4) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (1), (2), (3) and (4), the "Accrued Obligations") and (5) an amount equal to the product of (x) the Recent Average Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal

year through the Date of Termination, and the denominator of which is 365 (the "Pro Rata Bonus"); provided that notwithstanding the foregoing, if the Employee has made an election to defer any portion of the Annual Base Salary or the Annual Bonus described in clauses (1) or (3) above, then for all purposes of this Section 6 (including, without limitation, Sections 6(b) through 6(d)), such deferral election, and the terms of the applicable arrangement shall apply to the same portion of the amount described in such clause (1) or clause (3), and such portion shall not be considered as part of the "Accrued Obligations" but shall instead be an "Other Benefit" (as defined below); and

(ii) all share options and other equity-based awards held by the Employee immediately shall vest and (in the case of share options) remain exercisable for the remainder of their terms, and any performance conditions relating to those share options or other equity-based awards shall be deemed to have been satisfied at the greater of target performance levels and actual performance (annualized for the full performance period) as of the Date of Termination;

(iii) the Company shall provide the Employee with the additional contributions that would have been made on the Employee's behalf in the pension and retirement plans of the Company and its affiliated companies in which the Employee participates, plus the additional amount of any benefit the Employee would have accrued under any excess or supplemental retirement plan of the Company and its affiliated companies in which the Employee participates, in each case, that the Employee would have received if the Employee's employment had continued for 12 months after the Date of Termination; provided, however, if any contribution or participation limits would prevent the Employee from receiving the full value of the benefits contemplated hereunder, any portion of the benefits that cannot be provided under the applicable benefit plans shall instead be paid in a lump sum in cash within 30 days after the Date of Termination;

(iv)the Employee shall be permitted to continue participating in the medical plan of the Company and its affiliated companies in which the Employee participated as of the Date of Termination for 12 months after the Date of Termination; provided, however, if any participation limits would prevent the Employee from receiving the benefits contemplated hereunder, the Employee shall instead receive an amount equal to the cost of premiums for continued participation in the medical plan of the Company and its affiliated companies with respect to the maximum level of coverage in effect for the Employee and his or her spouse and dependents on the Date of Termination for 12 months after the Date of Termination, which amount shall be paid in a lump sum in cash within 30 days after the Date of Termination;

(v)except as otherwise set forth in the last sentence of Section 7, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee any other amounts or benefits required to be paid or provided or that the Employee is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits") in accordance with the terms of the underlying plans or agreements.

payment or delivery of the Other Benefits, and shall have no other severance obligations under this Agreement. The Accrued Obligations (subject to the proviso set forth in Section 6(a)(l)(A) to the extent applicable) and the Pro Rata Bonus shall be paid to the Employee's estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of the Other Benefits, the term "Other Benefits" as utilized in this Section 6(b) shall include, without limitation, and the Employee's estate and/or beneficiaries shall be entitled to receive, benefits (either pursuant to a plan, program, practice or policy or an individual arrangement) at least equal to the most favorable benefits provided by the Company and the affiliated companies to the estates and beneficiaries of peer executives of the Company and such affiliated companies under such plans, programs, practices and policies relating to death benefits, if any, as in effect with respect to other peer executives and their beneficiaries at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Employee's estate and/or the Employee's beneficiaries, as in effect on the date of the Employee's death with respect to other peer executives of the Company and its affiliated companies and their beneficiaries.

(c)Disability. If the Employee's employment is terminated by reason of the Employee's Disability during the Employment Period, the Company shall provide the Employee with the Accrued Obligations and Pro Rata Bonus and the timely payment or delivery of the Other Benefits in accordance with the terms of the underlying plans or agreements, and shall have no other severance obligations under this Agreement. The Accrued Obligations (subject to the proviso set forth in Section 6(a)(l)(A) to the extent applicable) and the Pro Rata Bonus shall be paid to the Employee in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of the Other Benefits, the term "Other Benefits" as utilized in this Section 6(c) shall include, and the Employee shall be entitled after the Disability Effective Date to receive, without limitation, disability and other benefits (either pursuant to a plan, program, practice or policy or an individual arrangement) at least equal to the most favorable of those generally provided by the Company and the affiliated companies to employees at a similar level to the Employee in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Employee and/or the Employee's family, as in effect at any time thereafter generally with respect other employees of the Company and its affiliated companies at a similar level to the Employee.

(d) Cause: Other than for Good Reason. If the Employee's employment is terminated for Cause during the Employment Period, the Company shall provide the Employee with the Employee's Annual Base Salary (subject to the proviso set forth in Section 6(a)(l)(A) to the extent applicable) through the Date of Termination, and the timely payment or delivery of the Other Benefits, and shall have no other severance obligations under this Agreement. If the Employee voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, the Company shall provide to the Employee the Accrued Obligations and the Pro Rata Bonus and the timely payment or delivery of the Other Benefits and shall have no other severance obligations under this Agreement. In such case, all the Accrued Obligations (subject to the proviso set forth in Section 6(a)(l)(A) to the extent applicable) and the Pro Rata Bonus shall be paid to the Employee in a lump sum in cash within 30 days of the Date of Termination.

7.Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Employee's continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies and for which the Employee may qualify, nor, subject to Section 12(f), shall anything herein limit or otherwise affect such rights as the Employee may have under any other contract or agreement with the

Company or any of its affiliated companies. Amounts that are vested benefits or that the Employee is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement. Without limiting the generality of the foregoing, the Employee's resignation under this Agreement with or without Good Reason, shall in no way affect the Employee's ability to terminate employment by reason of the Employee's "retirement" under any compensation and benefits plans, programs or arrangements of the affiliated companies, including, without limitation, any retirement or pension plans or arrangements or to be eligible to receive benefits under any compensation or benefit plans, programs or arrangements of the Company or any of its affiliated companies, including, without limitation, any retirement or pension plan or arrangement of the Company or any of its affiliated companies or substitute plans adopted by the Company or its successors, and any termination that otherwise qualifies as Good Reason shall be treated as such even if it is also a "retirement" for purposes of any such plan. Notwithstanding the foregoing, if the Employee receives payments and benefits pursuant to Section 6(a) of this Agreement, the Employee shall not be entitled to any severance pay or benefits under any severance plan, program or policy of the Company and the affiliated companies, unless otherwise specifically provided therein in a specific reference to this Agreement.

8.Full Settlement; Legal Fees. Full Settlement. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action that the Company may have against the Employee or others. In no event shall the Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Employee under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Employee obtains other employment.

9.Confidential Information. The Employee shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Employee during the Employee's employment by the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Employee or representatives of the Employee in violation of this Agreement). After termination of the Employee's employment with the Company, the Employee shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those persons designated by it. In no event shall an asserted violation of the provisions of this Section 10 constitute a basis for deferring or withholding any amounts otherwise payable to the Employee under this Agreement, but the Company otherwise shall be entitled to all other remedies that may be available to it at law or equity.

(c)The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place, As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

11.Miscellaneous. (a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Singapore, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified other than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(e)Waiver. The Employee's or the Company's failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right the Employee or the Company may have hereunder, including, without limitation, the right of the Employee to terminate employment for Good Reason pursuant to Section 5(c)(i)-(v) of this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(g) Indemnification. Holdings and the Company shall indemnify the Employee and hold him harmless to the fullest extent permitted by law and under the charter and bye-laws of Holdings and the Company (including the advancement of expenses) against, and with respect to, any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney fees), losses and damages resulting from the Employee's good faith performance of his duties and obligations with Holdings and the Company and their affiliated companies.