Accrued Benefit..........................................................................................10

Accrued Benefit means the total of the participant’s account balances as of the accounting date falling on or before the day on which the accrued benefit is being determined.

Form of Payment of Standard Accrued Benefit or Modified Accrued Benefit: The normal form of benefit payment for a Participant’s Standard Accrued Benefit or, if applicable, Modified Accrued Benefit, shall be a monthly benefit paid for 180 months. If a Participant receiving benefit payments dies before 180 monthly benefit payments have been made, benefit payments shall be continued to the Participant’s Beneficiary until the sum of monthly payments to both the Participant and his Beneficiary is 180. If the Participant’s Beneficiary dies before a total of 180 payments have been made, the remaining payments shall be made to the Participant’s estate or the Beneficiary’s estate, as indicated by the Participant on the designation of beneficiary form provided by the Administrator.

Supplemental Retirement Benefit. A Participant’s `Supplemental Retirement Benefit’ means the difference between the Participant’s Modified Accrued Benefit and the sum of the Participant’s Accrued Benefit and the Participant’s Foreign Plan Benefit, expressed in terms of a single-life annuity effective as of the first day of the month next following the Participant’s Normal Retirement Date.

[Section 409A] Benefit: The Participant’s total Accrued Benefit under the Plan minus the Participant’s Pre-[Section 409A] Benefit.

Effective January 1, 2005, the Participant’s Accrued Benefit set forth in Section 1.1(a)(i) shall, for certain purposes under the Plan as indicated under the appropriate section, be divided between his Pre-[Section 409A] Benefit and his [Section 409A] Benefit. Except as indicated in such specific sections, the Participant’s Accrued Benefit shall be treated as a single benefit.

Restoration – If a participant or beneficiary who has incurred a forfeiture of his accrued benefit under the provisions of this [Section 4.2(e)] makes a claim, at any time, for his forfeited accrued benefit, the plan administrator shall restore the participant's or beneficiary's forfeited accrued benefit to the same dollar amount as the dollar amount of the accrued benefit forfeited, unadjusted for any gains or losses occurring after the date of the forfeiture. During the plan year in which the participant or beneficiary makes the claim, the plan administrator shall make the restoration from forfeitures occurring in that plan year. If forfeitures are insufficient for the restoration, the employer shall make a contribution to the plan to satisfy the restoration. The plan administrator shall direct the trustee to distribute the participant's or beneficiary's restored accrued benefit to him not later than 60 days after the close of the plan year in which the plan administrator restores the forfeited accrued benefit.

Accrued and Unpaid Compensation. If Employee’s employment is terminated for any reason, the Company shall pay Employee his full Base Salary through the effective date of the termination of Employee’s employment (“Termination Date”), plus all accrued and unpaid benefits (including all health and welfare benefits in which Employee was a participant in accordance with their terms), and the Company shall have no further obligations whatsoever to Employee under this Agreement except as expressly provided otherwise in this Agreement.

Accrued Interest and Fees. Receipt by the Administrative Agent from the Borrower of all accrued interest and fees owing on the Tranche B-1 Term Loan and Tranche B-2 Term Loan as of the Third Repricing Amendment Effective Date for the benefit of the Lenders holding the Tranche B-1 Term Loan and the Lenders holding the Tranche B-2 Term Loan immediately before giving effect to this Amendment.

Accrued Rights; Surviving Obligations. Termination or expiration of this Agreement (either in its entirety or with respect to one (1) or more country(ies) or other jurisdiction(s)) for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement. Without limiting the foregoing, [Sections 3.7.1(iv), 3.11, 6.8.2, 6.10, 6.11, 6.12, 6.13, 6.14, 7.1, 7.7, and 7.8]8]8]8]8]8]8]8]8]8]8], and Articles 1, 9, 11, 12 and 13 of this Agreement shall survive the termination or expiration of this Agreement for any reason. If this Agreement is terminated with respect to the Terminated Territory but not in its entirety, then following such termination the foregoing provisions of this Agreement shall remain in effect with respect to the Terminated Territory (to the extent they would survive and apply in the event the Agreement expires or is terminated in its entirety), and all provisions not surviving in accordance with the foregoing shall terminate upon termination of this Agreement with respect to the Terminated Territory and be of no further force and effect (and for purposes of clarity, all provisions of this Agreement shall remain in effect with respect to all countries in the Territory other than the Terminated Territory).