15% Uses in Outplacement services Clause

Outplacement services

Outplacement services. If you terminate your employment hereunder with the Company and paragraph (c) above applies or your employment hereunder is terminated by the Company and paragraph (a) above applies, the Company shall provide you with an executive outplacement program of your choice, but the program will be subject to similar terms and conditions as the Companys other executive outplacement program. These conditions include a maximum fee of 15% of your total compensation and monthly reports from the outplacement firm of your active job search. Furthermore, no such reimbursement shall be for other than reasonable outplacement services incurred by you and directly related to the termination of your employment with the Company. Such expenses must be incurred not later than the end of the first calendar year following the calendar year of your termination of employment. All such expenses must be submitted by you to the Company as promptly as practicable, and in no event later than required by the Company in order for the Company to make such reimbursement no later the last day of the second calendar year following the calendar year in which occurs your termination of employment. In no event will the Company make any such reimbursement later than the last day of second calendar year following the calendar year in which occurs your termination of employment. Mr. Michael Smith Page 8 ..

Outplacement Services from Amended and Restated

Phelps Dodge Corporation (the Corporation) realizes that every employee has worried about the possible loss of his job. For a senior executive, the limited number of comparable positions that are likely to be available should the executives employment be involuntarily terminated adds to this concern. While the Corporation does not expect that you would be involuntarily terminated, it wants to assure you that if, after one full year of service, your employment is involuntarily terminated under the circumstances described below you would receive a meaningful severance benefit. For that reason, in consideration of your continued employment with the Corporation, the Corporation agrees with you as follows:

Outplacement Services. If you are entitled to receive the basic benefit under this Agreement, the Corporation will pay an additional amount up to a maximum of 15% of the amount payable under paragraph 1 to provide you with outplacement services from any agency of your choice which is reasonably acceptable to the Corporation.

Outplacement Services from Agreement

This Agreement, made as of the 12th day of July, 2005 by and between TOLLGRADE COMMUNICATIONS, INC., a Pennsylvania corporation (the Corporation) and Richard Bair, an individual residing in the Commonwealth of Pennsylvania and an employee of the Corporation (the Executive).

Outplacement Services. If the Executives employment with the Corporation should terminate under circumstances as to entitle the Executive to receive payment hereunder, the Corporation shall reimburse the Executive for any reasonable fees or other costs incurred by the Executive during the two (2) years following the Date of Termination in retaining executive placement agencies, up to a maximum dollar amount not to exceed fifteen percent (15%) of the Executives base salary at the time of such termination. Such reimbursement shall be made within five (5) days following the Executives presentment of bills or other evidence of the costs incurred with executive placement agencies.

Outplacement Services from Agreement

This Agreement, made as of the 19th day of August, 2004 by and between TOLLGRADE COMMUNICATIONS, INC., a Pennsylvania corporation (the Corporation) and JENNIFER M. REINKE, an individual residing in the Commonwealth of Pennsylvania and an employee of the Corporation (the Executive).

Outplacement Services. If the Executives employment with the Corporation should terminate under circumstances as to entitle the Executive to receive payment hereunder, the Corporation shall reimburse the Executive for any reasonable fees or other costs incurred by the Executive during the two (2) years following the Date of Termination in retaining executive placement agencies, up to a maximum dollar amount not to exceed fifteen percent (15%) of the Executives base salary at the time of such termination. Such reimbursement shall be made within five (5) days following the Executives presentment of bills or other evidence of the costs incurred with executive placement agencies.

Outplacement Services from Agreement

This Agreement, made as of the 18th day of June, 2004 by and between TOLLGRADE COMMUNICATIONS, INC., a Pennsylvania corporation (the Corporation) and SEAN M. REILLY, an individual residing in the Commonwealth of Pennsylvania and an employee of the Corporation (the Executive).

Outplacement Services. If the Executives employment with the Corporation should terminate under circumstances as to entitle the Executive to receive payment hereunder, the Corporation shall reimburse the Executive for any reasonable fees or other costs incurred by the Executive during the two (2) years following the Date of Termination in retaining executive placement agencies, up to a maximum dollar amount not to exceed fifteen percent (15%) of the Executives base salary at the time of such termination. Such reimbursement shall be made within five (5) days following the Executives presentment of bills or other evidence of the costs incurred with executive placement agencies.

Outplacement Services from Agreement

WHEREAS the Executive is presently employed by the Corporation in the capacity of Esmeralda Mill Superintendent reporting to the Esmeralda Mine Manager of the Corporation;

Outplacement Services. The Corporation shall pay the reasonable costs (to a maximum of 15% of the applicable annual base salary and bonus of the Executive immediately prior to the Change in Control) of the services of any outplacement counseling service mutually satisfactory to the Corporation and the Executive, and for a maximum period of 12 months, for the Executive in the event that the Executive is entitled to receive a payment pursuant to either section 2.01 or 2.02 hereof.

Outplacement Services from Agreement

WHEREAS the Executive is presently employed by the Corporation in the capacity of Engineer reporting to the Esmeralda Mine Manager of the Corporation;

Outplacement Services. The Corporation shall pay the reasonable costs (to a maximum of 15% of the applicable annual base salary and bonus of the Executive immediately prior to the Change in Control) of the services of any outplacement counseling service mutually satisfactory to the Corporation and the Executive, and for a maximum period of 12 months, for the Executive in the event that the Executive is entitled to receive a payment pursuant to either section 2.01 or 2.02 hereof.

Outplacement Services from Agreement

WHEREAS the Executive is presently employed by the Corporation in the capacity of Project Manager reporting to the Vice President, Exploration of the Corporation;

Outplacement Services. The Corporation shall pay the reasonable costs (to a maximum of 15% of the applicable annual base salary and bonus of the Executive immediately prior to the Change in Control) of the services of any outplacement counseling service mutually satisfactory to the Corporation and the Executive, and for a maximum period of 12 months, for the Executive in the event that the Executive is entitled to receive a payment pursuant to either section 2.01 or 2.02 hereof.

Outplacement Services from Agreement

WHEREAS the Executive is presently employed by the Corporation in the capacity of Esmeralda General Foreman reporting to the Esmeralda Mine Manager of the Corporation;

Outplacement Services. The Corporation shall pay the reasonable costs (to a maximum of 15% of the applicable annual base salary and bonus of the Executive immediately prior to the Change in Control) of the services of any outplacement counseling service mutually satisfactory to the Corporation and the Executive, and for a maximum period of 12 months, for the Executive in the event that the Executive is entitled to receive a payment pursuant to either section 2.01 or 2.02 hereof.

Outplacement Services from Agreement

WHEREAS the Executive is presently employed by the Corporation in the capacity of Senior Exploration Geologist reporting to the Robert E. Bennett, Jr., Chief Geologist of the Corporation;

Outplacement Services. The Corporation shall pay the reasonable costs (to a maximum of 15% of the applicable annual base salary and bonus of the Executive immediately prior to the Change in Control) of the services of any outplacement counseling service mutually satisfactory to the Corporation and the Executive, and for a maximum period of 12 months, for the Executive in the event that the Executive is entitled to receive a payment pursuant to either section 2.01 or 2.02 hereof.